IMAGE EVALUATION TEST TARGET (MT-S) K^ ^ :/j 1.0 I.I 1.25 1^12^ |2.5 |50 "^~ ■■■ 40 IIIII2.0 2.2 1.8 U IIIIII.6 V] ^ /a /a y >^ V iV '^ v> >^ V '^rvN ^^^> CIHM/ICMH Microfiche Series. CIHM/ICMH Collection de microfiches. Canadian Institute for Historical Microreproductions Institut Canadian de microreproductions historiques 1980 Technical Notes / Notes techniques The Institute has attempted to obtain the best original copy available for filming. Physical features of this copy which may alter any of the images in the reproduction are checked below. n Coloured covers/ Couvertures de couleur Coloured maps/ Cartes g6ographiques en couleur Pages discoloured, stained or foxed/ Pages d6color6es, tachetdes ou piqu6es Tight binding (may cause shadows or distortion along interior margin)/ Reliure serrd (peut causer de i'ombre ou de la distortion le long de la marge intirieure) L'Instltut a microfilm^ le meilleur exemplaire qu'll lui a 6t6 possible de se procurer. 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The following diagrams illustrate the .nethod: L'exemplaire film6 fut reproduit grdce A la g6n6rosit6 de I'dtablissement prdteur suivant : BibliothAque nationale du Canada Les cartes ou les planches trop grandes pour dtre reproduites en un seul clichd sont film6es d partir de Tangle supirieure gauche, de gauche d droite et de haut en bas, en prenant le nombre d'images n^cessaire. Le diagramme suivant illustre la mdthode : 1 2 3 1 2 3 4 5 6 Tt A'^ A COMPILATION —OF THE— LAWS AND AMENDMENTS THERETO — REI.ATINC. TO- JOINT STOCK COMPANIES, — ASt)- INTEREST ON MORTGAGES AND OTHER ACTS PERTArxiXG TO MONETARY rxsTrrrrioxs, — AS PASSKD nV — THE DOMINION PARLIAMENT —AM) ryK SEVERAL— PROVINCIAL LEGISLATURES; TO WHICH IS APPENDED A COMPLETE REFERENCE TABLE TO PRIVATE ACTS AND AMENDMENTS BT N. SURREY GARLAND, Clerk of Statistics, FhmnLe Department, ALSO THE LAWS RELATING TO BANKS AND BANKING, COMPILED HV WILLIAM WILSON, Assistant Law Clerk, House of Commons. OTTAWA: PuHi.isiiKi) nv A. S. Wnoi)?trRN, 1 882. 180131 Entered according to Act of rarliamcnt of Canada, in the year 1882, by A. S. WooDRURN, in the Office of *he Minister of Agriculture. In rendore* compile Insfitnti Stat 11 to f"edei'iiti( it soeiiK ln'iiit.' tli( Til a ino- S(K'i( lirief lev as far as T]ie Lctfislatu ostablieln oonsistiiii the same passed in Scotia to appear to rendered Maritine . chiefly in exception chiefly to ainendnicr Thei passed by were prepa the year 1 Building S ties it is dif the businesi PREFACE. In proj)iiiing and olassifyint? for the Canada Gazette tlio loturns reiulofotl to the Finance Dopartmont l)_v the Buihlin*; Societies the conii)iler had frequent ueeaision to refer to the laws jijoverniiii; those Institutions, and as they were scattered here and there through the Statute J) )oks of the several Provinces both before and after Con- federation, and have also a jdace in the legislation of the l)oiniuit)n. it seemed to the compiler desirable for purposes of reference to l»ring these laws together into one volume ; hence this compilation. In addition to placing before the public the laws governing Build- ing Societies, it may not perhaps be deemed ont of place to give also a brief leview of the history (»f the rise and progress of tliese institutions as far as they form part of the trade of the country. The earliest legislation appears to have been passed by the Legislature of the old Province of Canada in 1840, to encourage the establishment of Building Societies in that part of Canada formerly consisting of Upper Canada. Shortly after an Act was passed having the sarne object in view for Lower Canada. In 1847 a similar Act waj, passed in New Brunsw'ck, and in 1849 an Ac*^ was })as8ed by Nova Scotia to the like effect. Tiie above four Acts are so similar that they appear to have had one common origin, and seem from the returns rendered to the Dominior. Government to be— especially in the Maritine Provinces — the Acts under which the Building Societies are chiefly incorporated. The Acts passed since the above dates, with the exception of tlio Consolidating Act of the Province of Canada, seem chiefly to provide for the continuance of the original Acts as the amendments and additions are not extensive in character. The Act calling for returns in the late Province of Canada was passed by the Legislature of 1865, and the first returns under that Act were prepared in the following year. But in the ]\tunicipal returns for the year 1863 for some reason were included the returns relating to Bnilding Societies. Looking at the returns of 1863 from eleven Socie- ties it is difficult to compreheml how in the short sp'ice of eighteen years the buoiness lias grown to such large dimensions. In that year the capital 4 Preface. of these eleven Societies was uiulcr one million and a qtiartcr dollai's and the Liabilities and Assets were in proportion. For tlie information of readers the tignree are subjoined : Capital 1 Qnehec Permanent Building Society $00,799 95 2 Mon.;real " '' " 120,403 07 ■" *3 Kin^rston " '• " 60,784: 61 - *4 Freelidld Building; Society, Toronto 13;5,r»70 82 5 Commercial Buildinii; and Investment Society, Toronto '. '. 02,746 !»() "*<» Canada Permanent Buildinj^ Society, Tonmto 064, t2S0(( 7 Metropolitan Building Society, Toronto 32,129 65 - *8 Western Canada Permanent BuiMing Society, Toronto ! .\ 6,503 49 9 Toronto Permanent Buildinc; Societv, Toronto 11,928 51 10 Wellinirton " " ' " " Guclph 10,836 00 11 Londoi'i '• " '• London 13,941 26 Total .^1.208,(172 26 LlAUII.ITIKS. Capital stock paid up $1,208,072 26 Deposits 365,825 46 Dividends unpaid 36,669 93 Advance pavments on Morgtages 31,589 SO Interest due'. ". 13,818 06 Balance Profits 179,366 52 Miscellaneous 1 1,614 36 Total $1,846,956 39 Assets. Amount secured by Stockholders Mortgages. . . . $1,537,226 71 »< « " other Mortgages. /./. 45,709 96 « " " Loans with Collaterals 16,077 65 " of Stock in Banks 17,485 60 " " Municipal debentures City of Toronto 4,400 00 » " " ■ "■ "'• Quebec 700 00 " •• Cash in Banks or in hand 84,035 73 '' " instalments in arrear 47,310 19 " '• fines and fees 76,480 73 Miscellaneous 17,529 82 Total $1,846,956 39 • Transacting Savings Dank Businecs, AA-fvAvf o-jvlc ^ t>■^ /it-.liito ^ifiJji ; • Preface. 6 In addition to the above there were in existence what were called Terminable Building Societies, the Capital of which amounted to $873,872 45, which with the Ruilding Societies before enumerated amounted to $2,720,82S 84 — a strange contrast to the last returns to the Dominion Government, where the capital alone of the Companies who made statements was twelve times as great as in 18»)3. Small as the capital was, the business ai)poiired so im])ortant to the then Clerk of Statistics, Mr. Arthur Harvey, that he drew attention to it and he also had published a communication from Mr. Charles Robertson, at that time Secretary to the Freehold Society, with such forboding of evil as would follow the measure of valnaiion, that even although the danger has apparently long since passed, it is as well that it should be recorded, as the opinion of an expert as to what might hap- pen — " It will afford me great pleasure at anytime to give you all infor- "mation in my power relating to Huilding Societies, being particularly "anxious to have them all placed on a uniform basis, and subject to the "Parliajnentary supervision with fixed rules for valuing their securities^ "as I feel convinced much evil is likely to arise at no distant day "from the fallacious mode of valuing their mortgages adopted by .some " of these institutions. * * * It is to be feared some of them hava " divided larger profits among the st(>clch()ldcrs than they have earned, a "system 'vhich must ultimately result in ruin to innocent partius." To repeat here the yearly statements rendered to the Finance Department since 1803 would be too prolix, and for the purpose of showing the progress of these institutions it will suthce to show the results exhi- bited in the year 1873, the more so as up to that time no permission seems to have been accorded to Building Societies to issue debentures. By the returns then rendered from twenty-three Societies the business seems to have grown nearly tive-fold, and is as follows : Total Capital Stock paid up !|(),37C,281 58 Deposits 2,809,381 51 Dividends unpaid 171,204 21 Interest on deposits unpaid 1 li»,072 71 Miscellaneous 159,959 04 Balance Profits of year last past 340,000 S5 " " previous years 010,902 26 Total $10,954,482 16 Assets. Cash value of Stockholders Mortgages §9,224,160 91 \ " " other " 346,288 59 -^. '.;'u X cted with such Societies. il li TABLE OF CONTENTS UIM'KR CANADA. PAGE. YEAR. VIC CAP. A brief review of the progress of Ijuilding Societies and I -can Companies for the past ciglueen years. 4 i88a A table of all private and other Acts and amendments passed in Dominion Parliament and Quebec and * Ontario Ix'gislatures, relating to Building Soci- eties, Loan Companies and Joint Stock Com- panies, alphabetically arranged 408 An Act to encourage the establishment of certain So- cieties commonly callecl Building Societies in that part of the Province of Canada formerly constituting Upi)er Canada. The provisions of this Act are substantially incorporated in Cap. 53, Con. Stat., but the original act is retained in its entirety it being the first passed in Canada relating to Building Societies 9 1846 9 90 An Act respecting Building Societies 16 1859 22 53 An Act to make further provisions for the manage- ment of Permanent Building Societies in Upper Canada 23 1865 29 38 LOWER CANADA. An Act respecting Building Societies 25 Con. Stat., L. C. 69 DOMINION OK CANADA. I'ACJE. YEAR. VIC. CAP. An Act to make further provision for the manage- ment of Permanent P>uilding Societies carrying on business in the Province of Ontario 34 1874 37 50 An Act to amend the .\ct Thirty-seventh Victoria, chapter Fifty, respecting Permanent Building So- cieties in Ontario 41 1877 40 48 An Act to amend the .\ct to make further provision for the management of Permanent Building Societies carrying on business in the Province of Ontario 42 1877 40 49 An Act to amend the I .aw respecting Building Socie- ties carrying on business in the Province of Ontario 43 1878 41 22 An ,\ct respecting Building Societies carrying on business in the Province of Ontario 44 1879 4- 49 An Act for the relief of Permanent Building Societies and 1 .oan Companies 47 1880 43 43 An Act to make further provision respecting the IV LCONTENTS. I'l !l i AGE. constituting and management of Huildinf; So- cieties in the Province of (Quebec 52 An Act to provide for the li(iiiidation of the affairs of Huilding Societies in the I'rovince of (Quebec . . 62 An Act to amend the I ,a\v respecting the incorpora- tion of Joint Stock Companies by 1-etters I'atent 66 An Act to authorize Corporations and Institutions incorporated without the limits of Canada to lend and invest money in (Canada 91 An Act relating to Interest and Moneys secured l)y mortgage on Real Instate 93 An Act to enlarge and extend the powers of the Credit l-'oncier Franco-Canadian 113 An Act to incorporate the Credit Foncier of the 1 )ominion of Canada 117 An Act respecting the (Canadian Pacific Railway .... 300 An Act to amend "An .\ct relating to Banks and Banking," and to continue for a limited time the charters of certain Banks to which this Act applies 367 An Act to amend and consolidate the law respecting Duties imposed on Promissory Notes and Bills of Exchange 400 An Act to repeal the duty on Promissory Notes, Drafts and Bills of Exchange 325 An Act to further amend the law respecting Building Societies and Loan and Saving Companies carry- ing on business in the Province of Ontario .... 349 An Act respecting insolvent Banks, Insurance Com- panies, Loan Companies, Building Societies and Trading Corporations 326 PROVINCE OF ONTARIO, L. An Act to authorize Corporations and Institutions in- corporated out of Ontario to lend and invest mon . "s therein 94 An Act respjcling Building Socjeties 97 An Act respecting Mortgages and Sales of Personal Projierty 260 An Act containiu'j; general |)rovisions ap|)licable to Joint Stock (x)mpanies incorporated by special Act and for certain purposes 141 An Act respecting the incorporation of Joint Stock Companies by Letters Patent 150 I'AOE. An .\( t to amend the Law respecting Building So- cieties 134 VK.\R. VIC ( C.\P 1877 40 50 1879 42 48 1877 40 43 1874 37 49 1880 43 42 1881 44 58 1881 44 59 1881 44 I 1880 1879 1882 1882 1882 43 22 42 17 45 ' 45 24 45 23 R. Stat, Ont. 163 '* 164 " 119 " 149 " 150 YEAR. VIC. CAP- 1878 41 7 I CONTENTS. I PAGE. YBAR. An Act respecting the winding up of Joint Stock Companies 266 1878 An Act to give Mortgagees certain j)owers now com- monly inserted in Mortgages 284 1879 An Act to amend the Building Societies Act 135 1879 An Act to give to Mortgagees certain powers now commonly inserted in mortgages 1879 An Act for the relief of Building, Loan and Savings' Societies and Companies 137 1880 An Act to amend the Revised Statutes respecting Mortgages and Sales of Personal Property 257 1880 An Act respecting companies incorporated under Imperial Statutes 250 1880 An Act to extend the powers of Joint Stock Com- panies for the erection of Exhibition Buildings . . 249 1880 An Act to extend the powers of Companies incor- porated under the Joint Stock Companies Letters Patent Act 251 1 88 1 An Act for the incorporation by Letters Patent and the regulation of Timber Slide Companies 252 1881 An Act respecting the Credit Foncier Franco-Cana- dian 287 1881 An Act to confer additional powers upon Joint Stock Companies 291 1882 An Act respecting returns required from incorporated Companies 290 1882 PROVINCE OF QUEBEC. An Act to amend chai)ter 69 of the Consolidated Statutes for Lower Canada, respecting Building Societies, in })roviding for the means of their union and fusion 166 1875 An Act to amend chapter 69 of the Consolidated Statutes for Lower Canada, respecting Building Societies in the Province of Quebec 168 1878 NOVA SCOTIA. An Act for the regulation of Benefit Building Societies 217 1846 An Act to incorporate the Pictou Permanent Building Society 228 1879 An Act to incorporate the Yarmouth Building So- ciety 230 1 880 NEW BRUNSWICK. PAGE. YEAR. An Act for the regulation of Benefit Building So- cieties 191 1 847 An Act to revive and continue an Act intituled : An VIC. CAP. 4» 5 42 20 43 26 42 20 43 21 43 15 43 19 43 18 44 18 19 44 44 51 45 17 45 21 39 6» 41 20 12 4» 4» 75 43 76 VIC. CAP. 10 83 .VI [CONTENTS.] ' PAGE. YEAR. VIC. CAP Act for the regulation of Benefit Building Socie- ^'^'^ 205 1866 30 22 An Act in amendment of an Act made and passed in the tenth year of the reign of Her Majesty, inti- tuled : An Act for the regulation of Benefit Building Societies and the Act 29th Victoria to revive and continue the same 206 187 1 34 56 An Act to incorporate the Saint John Real Estate and Building Company 211 1871 34 57 An Act in further amendment of the Law relating to Benefit Building Societies 215 1880 43 ^^ PRINCE EDWARD ISLAND. . . ^ , , . I'AOK. VKAR. VIC. CAP. An Act for the regulation of Benefit Building Societies 233 1876 30 37 PROVINCE OF MANITOBA. An Act, Building Societies, formation of e\:c 169 Con. Stat. Man. 9 An Act, The incorporation of Joint Stock Companies by Letters Patent, and their powers 177 " 7 An Act to authorize Corporations and other Institu- tions incorporated out of this Province, to lend and invest moneys in this Province 350 " 30 BRITISH COLUMBIA. PAGE. YEAR. VIC. CAP. An Ordinance to amend the Law relating to Joint Stock Companies (Con. Stat. 1877) ^^^ 1866 29 77 An Ordinance respecting Tie Companies Ordinance 1866 355 i36(j 33 ^8 An Ordinance to encourage the establishment of In- vestment and Loan Societies 356 1869 ^^ 147 *^- 9 7 Sc( 1^ So( fur or yea So( ANiNO-NONO -VICTORIA REGINA. 9 VIC, CAP. XC. An Act to encourage the establishment of certain Societies, commonly called J3uilding Societies, in that part ol' the Province of Canada formerly constituting Upper Canada. Scttioii. Si'ctii rrcainbk' ; Act 8 \'ic c. 94, cited. 7. 1. When twenty [lersuns in L'.C. shall ajjree to constitute a Buiklin<; Society, they shall he a corporation for that purpose, S. after having complied with certain for- malities ; Shares not 10 exceed jCioo 9. each ; Society may make Rules, liic., consistent with the laws of Upper Canada. I'roviso : Member not to receive interest until his shares are paid 10. up ; Exception. 2. Society may receive a sum of money from any member by way of bonus on any share, without Ijeing subject to penalties imposed by the Usury Laws. II. 3. Society to elect from time to time a 15oard of Directors ; Term of Office ; Towers of a majority of Directors ; Troviso ; Acts of the Directors to be recorded. 4. Rules to declare purposes for which Society is established, &c. ; Proviso : To what purposes only the monies of the Society shall be applied. 5. Rules to be recorded in a book kept for that purpose, which shall be open to all members. 6. Rules to be biniling on memljcrs anuits, &r., concerning such property : continuance of Actions. Secretary to be a competent witness al- though he be also Treasurer. President, &c., not to be responsible for liabilities of Society. Tieasurer to provide Statement of Funds every year ; Account to be attested. Interpretation ci.iuse. Public Act. [18^A May, 1846.] WHEREAS it is desirable to afford encouragement and protection to the establishment of certain Societies, commonly called Building Societies, for the purpose of raising by small periodical subscriptions a fund to enable the members thereof to obtain unincumbered freehold or leasehold property ; And whereas by an Act jiassed in the eighth year of Her Majesty's reign, certain persons were incorporated as a Society for such purposes in the City of Montreal, by the name and 10 Cap. 90. Building Societien. 9 Vir. style of the Montreal Ruilding Society, and provisions were made for tlio Conduct and rnanagcnicnt of that iSocicty, and certain privileges and innnunitius conferred upon it ; And whereas it is expedient to en- courage the formation of similar Societies throughout that part of this Province heretufore constituting the Province of Upper Canada, when- ever the inhahitajits of any particular locality may he desirous of avail- ing themselves of the provisions, of this Act ; Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and of the Legislative Assembly of tlie Province of Canada, constituted and assembled by virtue of and under the authority of an Act passud in the Parliament of the United Kingdom of (Jreat Britain and Ireland, intituled An Act to re-nnite the Provinces of Upper and Lower Canada, and for the Government cf Canada ; and it is hereby enacted by the autliority of the same : — 1. That when and so soon as any twenty persons or upwards in that part of this Province of Canada, constituting heretofore the Pro- V nee of Upper Canada shall have agreed to conttitute themselves a Building Society, signed and executed under their respective hands and seals, a declaration of their wish and intention so to constitute themselves such Building Society, and shall have deposited the same with the Clerk of the Peace in the District in which they shall reiside, (who for receiving such de]>osit shall be entitled to receive a fee of tAvo shillings and sixpence) such por-ons, and such other persons as may afterwards become members of such Society and their several and respective executors, administrators, and assigns, shall be ordained, constituted and declared to be, and shall be a corporation, body corporate and politic, by such name and style as a Building Society as by such declaration so deposited as afoi'csaid shall have been declared to be the name by which persons so executing the same desire such Society to be known, for the puri)ose of raising by monthly or other periodical subscrijjtions of the several members of the said Society, and in shares not exceeding the value of one hundred pounds for each share (such subscriptions not to exceed twenty shillings per month for each share), a -ek or fund for the purpose of enabling each member thereof to receive out of the funds of the said Society the amount or value of his share or shares therein to erect or purchase one or more dwelling house or houses or other freehold (jr leasehold estate, to be secured by way of mortgage or otherwise to the said Society until the amount or value of his shan? or shares shall have been fully paid to the said Society, with the interest thereon and with all tines and liabilities incurred in respect thereof ; and that it shall and may be lawful to and for the several members of such Society, from time to time to assemble together and to make, ordain and constitute such })ro- per and wholesome Rules and Regulations for the government and guidance of the same, as the major part of the members thereof so assembled together deem meet, so as such Jlules shall not be repugnant to the express provisions of this Act, or to the general laws of this Province or of U pper Canada ; and to impose and inflict such reason- able fines, penalties and forfeitures upon the several members of the said Society who shall offend against any such Rules, as the majority 1846. Building Societies. Cap. 90. 11 of the niemhors may tliink fit, to be I'L-sDcctively paid to suoli uses for the benefit of the said Society, as the saiv tlie Ru'es of the said Society, and may from time to time discharge such person or per- sons, and elect and appoint others in the roon) of those who shall vacate or die, or be so discharged ; and all ami every sucli officer or other per- son whatsoever, who shall be a])pointed to any office in anywise touch- ing or concerning the receipt, management or expenditure of any sum of money collected for the purpose of the said Society, before he shall lie admitted to tak(' upon him the execution of any such office or trust, shall become bound in a bond in such form and for such amount as the Directors may determine with two sufficient suretic.-s. for the just and faithful execution of such office or trust, and for rendering a just ami true account according to the Rules of the said Society, and in all matters lawful to pay obedience to the Siinie. 10. And be it enacted : That it shall and may be lawful for every such Society to take and hold any real estate, or securities thereon, bona jide mortgaged, or assigned to the said Society, either to secure the payment of the shares sidjscribed for by the members, or to secure the payment of any loans or advances made by, or debts due to such Society, and they may also proceed on such mortgages, assignments or other securities, for the recovery of the monies thereby secured, either at law or in erpiity, or otherwise, and that such society shall have the j)ower of investing in the names of the President and Treasurer for the time being any surplus funds in the stocks of any of the chartered banks or other public securities of the I'rovince, and that all dividends, interest and proceeds arising therefrom shall be brought to account and applied to and f(jr the use of the said Society, according to the Rules thereof. 11. x^'^dbeit enacted: That if any person a}>pointed to any office by su.;u Society, and being entrusted with and having in his hands or possession, by virtue of his said office, any monies or effects belonging to such Society, or any deeds or secuiitics relating to the same, shall die or become bankrupt, or insolvent, his heirs, execu- tors, curators, adininistiators or assigns, or other person, having a legal right, shall, within fifteen days after the demand made by the order of the Directors of such Society or the major part of them assembled at any meeting thereof, deliver over all things belonging to the said Society to such persons as the said Directors shall appoint. 13. And be it enacted : That all real estate, monies, goods, chatties, property, and effects whatever, and all titles, securities u Tap. 00. Bmlrling SociciifiS. 9 Vif t for money, or otlior obligatory iiistnimcntH and cvidencen, or nionii- TMi-nts, and all other effecta whatever, an well as ci\ il, in law or in etpiity, touching or concerning the property, right or claim aforesaid, of or belonging tt) or had by the said Society, anil in all cases concerning the pro]ierty, right or claim afore- s:>i(l of the said Society, may sue and be sued, plead and l)e imjdeaded in their proper names as President and Treasurer of the said Society without other description, and no such suit, action <»r prosecution shall be discontinued or abated by the death of such persons or their removal from the offices of President and Treasurer, but shall continue in the propel' name of the persons commencing the same ; any law, usage or custom to the contrary notwithstanding ; and the succeeding President and Treasurer shall have the same rigiits and lial'ilities, and shall pay or receive like costs as if the action or suit or prosecution had been commenced in their names, for the benefit of or to be satisfied out of the funds of the said Society. ]{{• And be it enacted : That in all such actions, suits and prose- cutions as aforesaid, the Secretary of such Society, shall be a competent witness notwitlistanding he may also be Treasurer of the said Society, and that his name may lia\e been used in such action, suit or prosecu- tion as sucli Treasnrer. 14. And be it enacted: That the President, Vice-President, and Directors of every such Society shall, in their private capacity, be exonerated from all responsibility in relation to the liabilities of such Society. 15. And be it enacted : That the rules of every such Society, shall ])rovidethat the Treasurer or other principal officer thereof shall once at least in every year, prepare or cause to prepared, a general statement of the funds and effects of or belonging to the said Society, specifying in whose custody or possession the said funds or effects shall then be remaining, together with an account of all and every the various sums of money received and expended by or on account of 1846. Building Sorn^fifs. Cap. 00. 15 the eaid Society since the publication vi tlie preoceding periodical (Statement, and every such periodiciil etateniont shall he attcfited by two (»r more members of tlic said Society appointi-d Aiulitcjrs for that pur- pose, who sliall not be Directors, and shall be countersigned by the Secretary or ('lerk of the said Society, and every member shall l)e entitled to receive from tlie said Society, a copy of sncli periodical statement without cliarge. Itf. And be it enacted : Tha^ theword "Society" in this Act shall bo undeistood to include and to mean Building Society and Institution established under the provisions and authority of this Act; the word "Rules" to include Kules, Orders, By-Laws and Regulations; every word importing tlie singular number shall extend and be applied to several persons or things, as well as one person or thing, ami bodies corporate as well as individual ; and every word importing the plural number, shall extend ami be applied to one person or thing as well as several persons or things; and every word importing tlie masculine gender only shall extend and be aj)|)lied to a female a well as a male ; the words "Real Estate" shall extend and apply to unmoveable estate and property generally ; and Uie word " Securities " shall extend and apply to privileges, Mortgages (ecjuitable as well as legal) and incum- brances upon real and umnoveable estate, as well as to otlier rights and privileges upon personal estate and property : That this Act shall extend toaliens, denizens and females, both to make them subject thereto, and to entitle them to all the benefits given thereby ; and that this Act shall be combined in the most beneficial manner for promoting the ends thereby intended. 17. And be it enacted : That this Act shall be deemed a Public Act and shall extend to all Courts of Law or Equity in this Province, and be judicially taken notice of as such by all Judges, Justices and other persons whatsoever without the same being specially shown or pleaded. ir. Cnp. 53. iM' I linilillng StmHieit. CAP. L [ 1 1 . 22 Vio. .\n Aft re.spectiiig Building Societies. 8t>(!tioM, ."^fi'llnn. 1. Societies how incor]V)iatoii ; Powers of 2]. M,.; forfeit sh.ircs ; iv.ay expel mcnilier ; Sociily. may sue fur amount of siiares. 2. Mcmliers (if Society may nial»e kule>,\c. 24. May s\ie in Division Court. I....,.,... 1.'; «... «. !_■ ..: .. II I ._ Impose I'iiies, \e. 25 3. Ilxcept in cases of Mitlidraw.il, me^ilicrs not to receive iirolits on shares, 'ill \al- 2(1, ue of same re.iii/eil. 4. Society ma\ recene I)uniis in aiMiiion to intcresi. 2' 5. Society fiom time to tinie to elect Di- rector>. 6. I'owers of 1 )irectors to tie (lec!arei:>. ciety and declare how moneys to he 34. Act extends to aliens, females and bodies Society may sell real estate mortjjagcd in Certain case.H. Uepre^eiitatives of ofticers of Society to deliver over papers antl moneys .ifter demand. l'roi)erly of Society vested in I'residvnl and Treasurer. I'ri'sideiit and Tre.isurer may bring and defend suits. 29. Suits not loaliate hy death (jr removnl from office. .Secretary of Society a comjie'^'nt wiincss. President and I)irectors relieved of res- ponsibility. Rules to jirovide that Secretary shall fur- nish annual statement of funds. Secretary's statement to he attested by Auditors. 28. J'- 12. 14. 16. >7- 18. 19. 20. corporate, to be misapplied under 35. Interpretation clause 36. I'reanihle ; 9 V. c applied. Moneys no penaltie>. Rules to be recorded in a book. Entry of R\dcs in hook, notice to mem- bers. I£.\amined copy of rules entered in hook to he evidence. Rules not to be removed by Certiorari. Rules entered in book not to be altered except at a general meeting. Rules to specify time aiul place for hold- ing meeting ._ , ^ . . _. 90 ; Permanent .Societies having fulfilled certain con- ditions declared to he within this Act ; and their subscribers to bo members ; evidence of membership. 37. How Hy-laws of Permanent Societies may he passed or amended. 38. .\mount to which Societies may borrow money, limited. 30. Shareholder whose share is p.iid up, may receive or invest the amount. Directors to appoint Officers. i^,.,,.,^, .,. .,i.>..-.i ...v ..„,..,..... Officers ap]iointe be declared in the rules of the Society, and may delegate to such DiiMctors all or any of the powers given by this Act to be executed. 9 V. c. 90, s. 3. C The ])owers of the Directors shaH b« declared by the rules of the Socieiy, and they shall continue to acv during the time appointed by such rules, 9 V. c. 90, s. 3. 7. In case Directors are appointed for any particular purpose, tliQ % » i i ' ' i \ vi ) 1 . 1 18 Cup. 53. Biuldiny Societlcis. 22 Vic, Eowers delegjited to them shall be reduced to writiiig and entered in a ook by the Secretary or Clerk of the Society. 9 V. c. 90, s. 3. H» The Directors shall dioose a President and Vice President, and they shall in all things delegated to tlieni act for and in the name of such Society, and the concurrence of a majority of the Directors S resent at any meeting shall at all times be necessary in any Act of the oard. 9 V. c. 90, s. 3. <>. All acts and orders of such Directors, under tlie ])0wer8 dele- gated to tliem, shall have the like force and effect as the acts and orders of the Societj' at a General Meeting. 9 V. c. 90, s. 3. 10« The transactions of the Directors shall l)e entered in a book belonging to the Society, and shall at all times be s\il)ject to the review, allowance and dissallowance of the Society, in such rrT.ner and form as the Society by their general rules direct and appoint. 9 V. c. 90, s. 3. 11. Every such Society shall, in or by one or more of their Rules, declare the objects for which the Society is intended to be established, and thereby direct the purposes to whicli the money from time to time subscribed to, received by and belonging to the Society, shall be appro- priated, and in what shares or pioportions and under what circum- stances any member of the Society, or other person, may become entitled to the same, or any ])art thereof. 9 V. c. 90, s. 4. 12. All such Rules shall be complied with and enforced ; and the moneys so subscribed to, received by or belongiiig to the Society, shall not be divei'ted or misapplied cither by the Treasurer or Directors, or any other officer or member of the Society entrusted therewith, under such penalty or forfeiture as the Society by any Rule inflicts for the offence. 9 V. c. 90, s. 4. 1J$, The Rules for tlie management of every such Society shall be recorded in a book to be ke])t for tha! nirpose, and sucli book shall be open at all seasonable times for the inspection of the members. 9 V. c. 90, 8. 5. 14. The rules so recorded shall be binding on the several mem- bers and officers of the Society, and the several contributors thereto, and their representatives, and they shall be deemed to have full notice thereof by such record. 9 V. c. 90, s. 6. 15. The entry of the Rules in the books of the Society, or a true copy of the same, examined with the original and proved to be a true copy, shall be received as evidence thereof. 9 V. c. 90, s. 6. 10. Such Rules shall not by Geriioravi or other legal Process, be removed into any of Her Majesty's Courts of Record. 9 V. c. 90, s. 6. VS. No Rule so recorded as aforesaid shall be altered or rescinded, unless at a General Meeting of the Members, convened by public notice written or prin+ed, signed by the Secretary or President of the Society in pursuance of a re«|uisition for that purpose made by not less than fifteen of tl e Members, stating the objects for which the meeting is called, and addressed to the President and Directors ; and each member of the 2 Vic, ed in a jsident, 3 name irectors ; of the srs dele- 1 orders a book review, nd form . 90, 6. 3. ir Rules, iblished, J to time )e appro- circum- 3 entitled ; and tlie ety, shall lectors, or h, under 8 for the nety shall lOok shall .ers. 9 V. jral mem- Is thereto, .11 notice j or a true I be a true irocesB, be . 90, s. 6. Rescinded, lie notice 50ciety in Ian fifteen is called, Ibcr of the 1859. building Societies. Cap. 53. 19 Society shall within fifteen days after such ri;(piisiti()n, be notified through tlie Post Office, of the proposed alterations; and such general meeting shall consist of not less than one third of the shareholders, three-fourths of whom must concur in the proposed alterations or repeal. 9 V. c. 90, s. 7. IS. The Rules of the Society shall specify the place oi- places at which it is intended that the Society shall hold its meetings, and shall contain provisions with respect to the powers and duties of the mem- bers at large, and of the officers appointed for the management of its affairs. 9 V. c. 9C, s. 8. 19. The Directors shall from time to time, at any of their usual meetings, appoint such persons as they think proper, to be officers of the Society, grant such salaries and emoluments as they deeni fit, and pay the necessary expenses attending the management of the Society ; and shall from time to tirue when necessary elect such persons as may be necessary for the purposes of the Society, for the time and for the purpose expressed in the Rules of the Society, and may from time to time discharge such persons, and appoint others in the room of those who vacate, die or are discharged. 9 V. c. 90, s. 9. 20. Every such officer or other person a])pointed to any office in anywise concerning the receipt of money, shall before entering upon the duties of liis office, execute a Bond with two sufficient sureties in such form and for such amount as the Directors determine, tor the just and faithful execution of his office, according to the Rules of the So- ciety. 9 V. c. 90, B. 9. 21. Every such Society may take and hold any real estate, or securities thereon, hond fide mortgaged, or assigned to it, either to secuie the payment of the shares subscribed for by its members, or to secure the payment of any loans or advances made by, or debts due to the Society, and may proceed on such mortgages, assignments or other securities, for the recovery of "the moneys thereby 'secured either at law or in equity or otherwise, and generally may pursue the same course, exercise the same powers and take and use the same remedies to enforce the payment of any debt or demand due to the Society as any person, or Body Corporate may by Law take or use for a like pur- pose. 22. Every such society may, in the names of the President and Treasurer for the time being, invest any surplus funds in the stocivs of any of the chartered Hanks or other public securities of the Province, and all dividends, interest and proceeds arising therefrom shall be brought to account and be applied to the use of the Society, according to the Rules thereof. 9 V. c. 90, s. 10,-13, li V. c. 79, s. 2. 23. Every such Society may declare forfeited to the Society the shares of any member who is in default or who neglects to pay the number of instalments or monthly subcriptions fixed by any Stipulation or By-law, and may expel such nieiiiber from the Society", and the Se- cretary shall make a minute of such forfeiture and expulsion in the Books of the Society ; or instead of such forfeiture and expulsion, the \l ■r, 1 ( ( i VI f : I II 20 Caj). 53. Ji a'ddhuf Sjcietic-s. 22 Vic. Society may recover the arrears by an action of debt. 18, 14 V. c. 79, s. 3. 24. If the amount in arrcar does not exceed forty dollars the action may be brought in tlie Division Court of the Division wherein tlie office of the Society is kej)t. 13, 14 V. c. 79, s. 3. 25. Whenever any such Society has received from a Sbareholder an assignment, mortgage or transfer of any real estate to secure the payment of any advances, and containing an authority to snch Society to sell the real estate in case of non-payment of any stipulated number of instalments or sum of money, and to apj)]y the [)rocceds of such sale to the payment of the advances interest an»l other charges due to the Society, such stipulations and agreements shall I)e valid and binding, and the Society may cause the same to be enforced either by foreclos- ure or by an action or ])roceeding in either of Her Majesty's Superior (/ourts of Connnon Law, in which action the vemie shall be laid in the County in which the lands lie, and the action may bo brought in the names of the ]*resident and Treasurer of the Society, describing them as such, or in the corporate name of the Society. 13, 1-4 V. c. 79, s. 1. 20. If any person appointed to an olHce by the Society and being en- trusted with and having in his possession 1)V virtue of his'office, any mo- no vs or effects belonging to the Society, or any deeds or securities relating thereto, dies or 1)ecomes bankrupt or insolvent, his legal representative, or other person having a legal right, sliall within fifteen days after de- mand made by the order of the Directors of the Society or the major j)art of them assembled at any meeting thereof, deliver over all things belonging to the Societv, to such persons as the Directors may appoint. 9 V. c. 90, s. 11. 2T. All real and ])ersonai estate, property and effects, and all titles, securities, instruments and evidences, and all rights and claims of or belonging to the Society, shall be vested in the President and Treasurer and their successors in office, for the time being for the use of the Society and the res})ective members thereof, according to their respective claims and interests, and shall, for all purposes of bringing or defending actions or suits civil or criminal, be deemed to be, and ehull be stated to be, the })roperty of the President and Treasurer, iu the proper names of the President and Treasurer for the time being. 2S. The President and Treasurer may bring or defend any action suit or ])rosecution, criminal or civil, respecting any proj)erty, right or claim aforesaid, and may sue and be sued, ])lead and be impleaded in their proper names as President and Treasurer of the Society without other description. 21>. Xo such suit, action or prosecution shall be discontinued or abated by the death or removal from office of the President or Treas- urer, but shall contimie in their natnes ; aiul the succeding President and Treasurer shall have the same rights and liabilities, and shall pay or receive like costs as if the action, suit or prosecution had been com- menced or been defended in their names, for the benelit of or to be satisfied out of the fimds of the Society. 9 V. c. 90, s. 13. 1859. Bmldiny Societici^. Cap. 53. 21 iiied 01' Treas- esident lall pay 211 com- ar to be 30. In all suits and prosecntions, the Secretary of the Society shall be a competent witness, notwithstanding- ho may also be Treasurer of the Society, and his name used in the suit or prosecution as sucli Treasurer. 9 V. c. 90, s. 13, ill. The President, Yice-President and Directors of the Society in their private ca])acity, shall be exonerated from all res])onsibility in relation to the liabilities of the Society. 9 V. c. 90, s. 1-t. 33. The rules of the Society shall provide that the Treasurer or other principal Othcer thereof shall, once at least in every year, pre- pare a general statement of the funds and eifectsof or belonging to the Society, specifying in whose custody or j)ossession, such funds or ef- fects are theii remaining, together with an account of all sums of mo- ney received or expended I»y or on account of the Society since the publication of the preceding periodical statement. 9. V. c. 90, s. 15. 33. Every huch pei-iodical statement shall be attested by two or more mend^ers of the Society not being Directors, appointed Auditors foi- that purpose, and shall be countersigned by the Secretary or Clerk of the Society, and every member shall be entitled to receive from the Society without charge a copy of such periodical statement. 34. This Act shall for all purposes extend to aliens, denizens and females ; and co-partners and corporate bodies may hold shares in any Society incorporated undei- the ])rovisions of this Act, in the same man- ner as single individuals ; and this Act shall be construed in the most beneficial manner for promoting the ends thereby intended. 13, 14 \. c. 79, s. 4,-9 Y. c. 90, s. 10. 35. The word "Society'' in the foregoing sections of this Act shall be understood to include and to mean Building Society and Insti tution established under the. provisions and authority of this Act, or any former Act respecting Budding Societies ; the word "Rules" to include linles, Orders, By-laws and Regulations ; the words "Real Estate" shall extend and apply to immoveale estate and property generally ; and the word "securities" shall extend and apply to privileges, mortgages, (eipiitable as well as legal,) and incumbrances up(m real and immoveable estate, as well as to other rights and privileges upon personal estate and property. 9 V. c. 90, s. lO! 3C Whereas under the Act passed in the ninth year of Her Majesty's Reign intituled, An- AH to encourage the establishment of certain Societies, commonly called Buildimj Societies, In that part of the Province of Canada formerly constitatimj Vj)P^^ Canada, certain Ihiilding Societies have been established called Permanent Building Societies, which have in a great measure superseded those Societies called terminating Building Societies, and are conducted on more cer- tain ajul equitable principles than the said terminating Building Soci- eties, by eiuibling persons to beccjme members thereof at any time for investment therein or to obtain the advance of their shares or share by giving security therefor, and to fix and determine with the said Society the time and amount which such mend^ers shall repay such advanced share or shares and obtain the release of the said security, without being rJ^» I :«H1 1 'til :iip. 22 Cap. 53. Building Societies. 22 Vic. liable to the contingency of losses or profits in the bufiiiicss of the said Society ; And whereas doubts had arisen as to whether such [Permanent ]>uilding Societies A'ere within the meaning and intention of the said rec d Act ; Therefore, any Pernianent Building Society established unav;r the said hereinbefore recited Act and the amended Act thereto, or established under this Act, after this Act takes effect, and conducted on the ])rinciplc hereinbefore mentioned, which has fulfilled and ob- served or which fulfils and observes all the conditions necessary to be fulfilled and observed for the establishment of a Building Society under the said recited Acts, or under this Act, (as the case may be) shall be and the same is hereby. declared to be and to have been a Building Society within the meaning and intention of the said recited Acts and of this Act, and to be and to have been entitled to all the powers, benefits and advantages of the said recited Acts and of this Act ; and any ])erson or persons who have signed the Rules and Reg- ulations of any such JJuilding Society entered and recorded in a book, as in the fifth section of the said recited Act, passed in the ninth year of llcr Majesty's reign and in the thirteenth section of this Act is re- quired, and have sul)scribc'd his or their name or names as a shareholder or shareholders for one or more shares, shall, from the time of such sig- luiture and subscription, be and be deemed to have been a member or members of such Building Society ; and the ])roduction of the book containing the rules for the management ol such Society, kept as in the fifth section of the said Act and in the thirteenth section of this Act is required, signed by such person and duly witnessed, shall, at all times and for all purposes, be sufficient evidence of membership in such Building Society. 22 Y. c. 45, s. 1, (1859.) ST. Any Permanent Building Society may alter, amend, repeal or create any Regulation, Rule or By-law for the working of the said Society at a public meeting of the members of such Society, convened as is directed by the said seventeenth section of this Act, and at which public meeting one third of the members of the said Society, entitled to vote by the Rules of the said Society, and representing not less than two-thirds of the unadvanced Stock of such Society, do, either in writ- ing under their hand or by a vote at such meeting, concur in such altera- tion, amendment or repeal of such Regulation, Rule oi' By-law, or in the creation of any new Rule, Regulation or By-law. 22 V. c. 45, s. 2, (1859.) ;$S. Every such Society, by its Rules, Regulations and By-laws authorized to boiTow money, shall not borrow, receive, take or retain, otherwise than in stock and shares in such Society, from any person or persons, any greater sum than three-fourths of the amount of capital actually paid in on unadvanced shares, and invested in real securities by such Society ; and the paid in and subscribed capital of the Society shall be liable for the amount so borrowed, received or taken by any Society. 22 V. c. 45, s. 3, (1859.) JJO. When any share or shares in any Society have been fully paid up according to the I'ules of the Society, or have become due and pay- able to the holder thereof, then and in such case the holder of sucli 1865. Building Societies^ U.O. Cap. 38. 23 1 sliare or shares may either withdraw the ainonnt of liis share or shares from the said Society, accordinoj to the rules and reguhitioiis thereof, or invest the amount of his said share or sliares in the Society, and receive tlierefrom periodically such ]iroportion of the j^rofits inade by such Society as may be provided for by a Jjy-law to be passed for the purpose ; and the amouni of such share or shares so invested shall become fixed and ])ci luanent capital or shares in the said Society not withdrawable therefrum, but transferable in the same manner as other shares in the said Society. 22 V. c. 45, s. 4. 40. Such Society may advance to members on the security of investing on unadvanced shares in the said Society, and may receive and take from any person or ])ersons, or bodies cor})orate, any lical or Per- sonal Security of any nature or kind whatever as (Collateral Security for any advance made to mend)ers of the Society. 22 \^ c. 45, s. 5. 41. Any Society may hold absolutely Real Estate for the purposes of its j)lace of business, not exceeding the animal value of Six Thou- sand Dollars. 22 V. c. 45, s. 6. 42. Such Society shall not be l)ound to see to the execution of any Trust, wliether expressed, implied, or constrnctive, to which any share or shares of its stock may be subject ; and the receipt of the party in whose name any such share or shares stand in the books of the So- ciety, or if such share or shares stand in the name of more parties than one, the receipt of one of the parties shall, from time to time, be a suf- ficient discharge to the Society for any payment of ary kind made in respect of such share or shares, notwithstanding any Trust to which such share or shares may then be subject, and whether or not such So- ciety has had notice of such Trust ; and the Society shall not be bound to see to the application of the money paid upon such receipt. 82 V. c. 45, s. 7, (1859.) or m 45, s. CAP, XXXVIII. An Act to make further provisions for the management of Permanent Building Societies in Upper Canada. Section, Section. Preamble . Directors may close subscription of shares ; Proviso. Members may determine at a general or special meeting to close subscription of shares. Shares to be immediately advanced ex- cepted. 4. Members may vote by proxy. 5. Quorum of members for altering By-laws. 6. 'S'early returns to the Auditor of Public Accounts. 7. Sect. 39 of c. S3, Con. Stat. U. C, amended as to paying up shares in full ; as to borrowing money. 8. Inconsistent provisions repealed. [Assented to ISfh Septemher, 1865.] WHEREAS it is expedient to make further provisions for the management of Permanent Building Societies in Upper Canada ; 24 Cap. 38. Building Societies, 17.0. 29 Vic. '3 Therefore, Iler Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows : 1. It shall be lawful for the Directors of any Permanent Building Society in Upper Canada, at any time and from time to time as they may think expedient, by resolution, to close for any specified time, or until further order, the subscription of shares to be held for investment in the Society, and thereafter, until the expiration of such specified time, or until such further order, no new shares shall be subscribed for investment in the Society ; Provided always, that such new issue of shares shall be allotted to the then existing shareholders pro rata, as nearly as possible without fractions, but in case such new shares be not taken up within thirty days, then the said sluires, or the remaining shares shall be sold, and any premium thereon applied to the general benelit of the Society. S. It shall be lawful for the members entitled to vote, at any time by resolution to be passed at any special or general meeting, for which meeting, notice of such intended resolution shall have been duly given, according to the seventeenth section of chapter fifty -three of tlie Con- solidated Statutes for Upper (.lunula, to determine that no new shares shall thereafter be subscribed for investment in any such Society ; and thereafter no new shares for investment shall at any time be subscribed therein, and the subscription of such shares shall cease for ever. 3> Nothing done under the preceding clauses of this Act shall have the eflEect of preventing any such Society from creating, as it oth- erwise might, any share or shares to be immediately advanced to the subscriber or subscribers thereof, or of preventing any person from subscribing, as he otherwise might, for any share or shares, in order immediately to obtain the advance thereof from sucli Society by giving security therefor. 4. Any member entitled to vote at any meeting of any Permanent r>uilding Society, held under the thirty-seventh section of chapter fifty- three 01 the Consolidated Statutes for Upper Canada, may be repre- sented and vote at such meeting by his proxy, such prox;y being a mem- ber ©f such Society. Sim It shall be lawful at any general meeting, convened under section seventeen of the fifty-third chapter of the Consolidated Statutes for Upper (.anada, for two-thirds of the shareholders there present in person, or by proxy, representing not less tlian one half the amount paid up on investing shares, to alter, repeal or amend any of the rules or by-laws of such Society. ft. It shall be the duty of the Secretary d Treasurer, and the Pre- sident or Vice-President of every such society, to Uiake yearly returns upon oath, to the Auditor of Public Accounts, of the affairs of such Society, in such manner as may be by him prescribed, stating therein the mode by which the assets of such Society are valued. 7. The thirty-ninth section of chapter fifty-tliree, above mentioned shall be amended by adding the following proviso thereto : " Provided .;s4 4 4 i _.^S' Building Societies. Oap. 09. 25 always, that any Bliare or shares may, at any time, bo paid up in full and capitalized at once as permanent stock, and any such sliare or shares heretofore ])aid in full or in part, shall be as valid as if the same had been ])aid by j^eriodical or otlier subscription : Provided, also, that no such Society lioreaftcr to be established, shall borrow money or receive deposits until not less than one hundred thousand dollars of stock sliall have been subscribed, and not less than forty thousand dcllars shall have been actually paid thereon." H. All provisions of all former Acts Avhich may be inconsistent with this Act shall be held and taken to be by this Act amended, so far as mav be necessary to render thetn consistent with this Act. CAP. LXIX. An Act respecting Building Societies. Si'cliim. 1. Septlon. 14 I the Pre- returns of such therein lentioned Provided A certain declaration required to be madi.' to constitute a Huilding Society ; Pur- pose for which such Society shall be constituted; Rules for the government of the Society to be made by its members. Members to receive no profits until the 15. amounts of their shares is realized : Exception. 16. Society may receive a bonus for advance made to members. 17. Appointment of Hoard of Directors ; ma- jority of Directors must concur in all What must be alleged in actions to sell ])roperty hypothecate© pruviduil. 12 V. c. 57, H. 5. O* All Rulofi from time to time made and in force for tlie man- ap^cinent of any such Society and entered and rec(»rded as aforesaid, Bhall be l)indin!^ on the several momberp and oflieers<»f the Society, and the several contribntors thereto, atid their representatives, all of whom shall be held to have full notice thereof by snch entry and record as aforesaid ; and the entry of such Rules in the book or books of the said Society as aforesaid, (r a true copy of the same, examine(l with the orij^inal inid proved to be a true copy, shall be received as evidence of such rules respectively, in all cases. 12 V. c. 57, s. C. 7. No rule entered as aforesaid shall be altered, rescinded or re- pealed, uidess lit a general meetin;^ of the memliers of the Society, con- vened by ])ublic notice written or printed, sifjjncd by the Secretary or President of tiie Society in pursuance of a recpiisition for that purpose by more than one half of the members of snch Society, which requisi- tion shall state the objects for which the meeting is called, and shall be addressed to the President and Directors; whereuiioTi each mend)er shall be notified of the pro])o6ed alterations through the post office, within fifteen d;iys ; but three-fourths of the members ])resent at such meeting must concur in such alterations t^r repeal. 12 V^. c. 57, s, 7, — 18 V. c. 110, ss. 1 «;w/2. 8. The rules of every sucl Society shall specify the place or places at wliic^h it is intended that the Society shall hold its meetings, and shall contain provisions with respect to the powers and duties of the members at large, and of such officers as may be appointed for the management of the affairs of the Society. 12 V. c. 57, s. 8. O. The Directors of every such Society shall from time to time at any of their usual meetings, elect and appoint such officers of the Society, and grant such salaries and emoluments as they may deem fit and pay any necessary expenses incurred in tlie management of the Society ; and shall elect such officers for such space of time and for such purposes as shall be fixed and established by the rules of the said Society, and may from time to time discharge them, and appoint others in the room of tlio.-e who vacate or die or are discharged : 2. Every such officer or other person appointed to any office in any wise concerning the receipt, munagemont or expenditure of any sum of money collected for the purj)oses of the said Society, shall, before being admitted to take upon him the execution of any such office or trust, enter into a bond in such form and for such amount as the Directors may determine, with two sufficient sureties, for the just and faithful execution of such office or trust, and for rendering a just and true account according to the rules of the said Society for paying obedier'-c to the same and in all matters lawful. 12 V. c. 57, s. 9. lO. Any such Society may take and hold any real estate, or secu- ties thereon, bond fide mortgaged, assigned or hypothecated to the said Society, either to secure the payment of the sliares subscribed for by Buildintj iSoGieties, Cap. 60. 29 I nail nor as ndutl. 12 • tlie niaii- aforewiitl, ociety, and 1 of whom inciety, con- ecrctarv or lat pnrposo ieh nnjiiisi- md sliall he h Tnember post otHce, ent at snch .57, 8. Tr- ie phifie or meetinc;8, d dntics of ted for the ine to time cers of the ly deem fit ent of the me and for f the said oint others ly office in re of any iety, pliall, f any sucli amonnt as or the just ring a just for paying (, s. 9. e, or secu- to the said )ed for by its members, or to secure the paynnmt of any hjans cr advances made bv, or debts due to such. Society, and may also proceed on such mort- gages, aseigiunents or other securities, for the recovery of the moneys thereby secured, either at hiw or iti equity or ((therwise; and eucU Society may invest in tlie names of the Pi'esident and Treasurer for the time being, any oi its surphis funds in the stocks of any of the charter- ed banks or other puldic securitiep of the Province, and all dividends, interest and i)roceed8 arising therefrom shall be brought to account and applied to and for the uae of the Society according to the rules thereof. 19 V. c. 57, 8. 10, 11* Any such Society may, from time to time, lend and advance to any member or other person, money from and out of its surplus funds, upon the security and mortgage (hvpotheque) of real estate, and for such period as to the Society or its Directora seems satisfactory or expedient, and may receive therefor such sum of money, by way of bonus, besides interest thereon, as may be agreed upon, without l)eing subject on account thereof to any forfeiture or penalty, and may from time to time vary such investments at their discretion. 20 V. c. 54, s.l \*im Wiienever any such Society has received from any sliare- holder a mortgage or liypothec, or an assignment or transfer of any real estate belonging to him or her, to secui'e the paym.ent of any ad- vance, and containing an authority to the Society to sell such real estate in case of non-payment of any stipulated num hex of instalments or sums of money (as every such Society is hereby authorized to do) and containing also power to the said Society to ai-ply tlie proceeds of such sale to the payment of the advances, interest and all other charges due to the said Society, and after perfect payment thereof and of all costs and expenses incident thereto, to pay over the baiancc to the owner of such estate; — such stipulations and agreement shall bo valid and binding to all intents and purposes whatsoevc;!', and snch Society may cause the same to be enforced by an action or proceeding in the usual course in any law in Lower Canada, having competent jurisdic- tion, and such action may be brought in the corporate name of any such Society. 14, 15 V. c. 23, s. 1, and 18 V. c. 116, s. 3. 13. Every such Society may advance, in the usual manner, moneys on any real estate whatsoever of any member of the said Society, as well for the actual purchase of the same and for the erection of buildings thereon, as generally upon the security of any real estate be- longing to any such member at the time of his borrowing such moneys, and may take a mortgage, hypothec or assignment of all sucli real estate whatsoever in security for such advances, on the same conditions and with the same privileges in all respects as any other real estate by tliis Act authorized to be mortgaged, hypothecated or assigned ; and all t:ecnrities heretofore taken for moneys advanced in the manner above mentioned, shall be valid and binding on the parties to all intents and purposes whatsoever, as if taken under this Act : 2. All or any person or persons whosoever, whether capitalists or otherwise, may become members of any such society ; and co-pai-tners 30 Cap. 69. Building Societies. ! I and corporate Ixxlics may hold shares tlicrein, in tlie samu manner as siiiglo individuals. 14, 15 Vic. c. 28, s. 4. 14* In any action ct as a deed e Sheriff of itled to de- jeds of the }i ted to the rear to pay ition, or by- exercise the rce the pay- ment of anydubt or demand duo to such Society, or any pomon or body corporate may by law take or u«e forHUch purpose. 14, 15 V. c. 23,8 3. in, if any jJcrKon apj)ointed to any office bv any such Society, and being entrusted with and liaving in !.is hands or possession, by virtue of his office, any moneys or effects behtnging to such Society, or any deeds or securities relating to the same, dies or become banknij)t or insolvent, his lieirs, executors, curators, administrators or assigns, or other person having a legal right, sliall, within fifteen days atter de- mand made by the order of Directors of such Society or tlie major part of them, assembled at any meeting thereof, deliver over all things be- longing to the said Society, to such [)er>ons iis the said Direc rs shall appoint, and shall pa ' out of the estates, assets or effijcts of such per- son, all sums of moiKy remaining due which such person received by virtue of his office, before any of his other debts are paid or satisfied, and all such assets, estates ami effects shall be bound to the payment and discharge thereof accordingly; except that the same shall not be paid or satisfied to the i)rejudiee of mortgages or j)rivileges on real estate or of liens or privileges on personal estate only, duly executed previous to the appomtment, of sucn officer. 12 V. c. 57, s 11. IT* All real and pcrsomd property, moneys, goods, chattels and effects whatever, and all titles, securities lor money or other obligatory instrumenis and evidences or nnmiments, and all other effects whatever, and all rights and claims belonging to or had by any such Society, shall be vested in the Society by its corporate name and stylo, declared in the declaration mentioned in the first section of this Act as that under which such Society shall be known ; — and shall for all purposes of action or suit, as well criminal as civil, in law as in equity, in anywise touching or concerning the same, be deemed and taken to bo, and shall in every such proceeding (when necessary) be stated to be, the proj)erty of the Society by the name and style aforesaid, without further des- cription, and by the said name and style the Society ma}' sue and be sued, bring or defend any action, suit or prosecution, criminal a3 well as civil, in law or in e(puty, touching or concerning the property, right or claim, of or belonging to the Society, and in all cases concerning any property, right or claim of the said Society, may sue and be sued, plead and be impleaded. 12 V. c. 57, s. 12,— and 18 V. c. 116, s. 3. 2. But nothing in this Act has abated or discontinued or shall abate or discontinue or affect any action, prosecution or proceeding brought on behalf of any such Society by the President and Treasurer thereof ; and the same shall be continued in the corporate name of the Society. 18 V. o. 116. IHm In all such actions, suits and prosecutions to which any such Society is a party, the Secretary of such Society shall be a competent witness, notwithstanding he be also Treasurer, and that his name has been used in such action, suit or prosecution as such Treasurer. 12 V. c. 57, s. 13. 1». The President, Vice-President and Directors of every such Society shall in their private capacity be exonerated from all responsi- bility in relation to the liabilities of such Society. 12 V. c. 57, s. U. 32 Can. 60. Building Societies. 20. The rules of every such Society shall provide that tlio Trea- surer or other jji-iucipal officer thereof shall once at least in every year prepare a general statement of the funds and effects of the Society, specifying in whose custody or possession the said funds or effects are tlien remaining, with an account of every sum of money received and expended by or on account of the Society since the publication of the pi'eceeding periodical statement ; and every such periodical statement shall be attested by two or more niend)ers of the said Society, appoint- ed Auditors for that purpose, who shall not be Directors and shall be countersigned by the Secretary of the Society, and every memljcr shall be entitled to receive from the said Society a copy of such periodical statement, without charge. 12 V. c. 57, s. 15. VSKIIANENT BUILDING SOCIETIES. 21. Permanent Building Societies, enabling persons to become members thereof at any time for investment therein, or to obtain the advance of their shares by giving security therefor, and to fix and de- termine with any such Society the time and amount as and by which such members shall repay such advanced shares and obtain the release of the said security, without being liable to the contingcnc} of losses or profits in the business of the said Society, may be formed and sub- sist under this Act. 22 V. (1859) c. iS'S, 2)reaml)le, s. 1. 32. Any Permanent Building Society established and conducted on the principles hereinbefore mentioned, which luis fulHUed and observed the retpiisite conditions for the establishment of a Building Society undor the foregoing provisions of this Act, shall be a Building Society within the meaning of this Act ; and any person who has approved the Rules and Regulations of any such Building Society entered aud recorded in a book, as in the fifth section required, and has subscribed his name as a shareholder for one or more shares, shall, from the time of such approbation and subscription, be a member of such Building Society ; and the production of the book containing the Rules for the management of such Society, kept as in the said section required, signed by such person, or by his duly authorized attorney, aud duly witnessed, shall be sufficient evidence of membership in such Building Society. 22 V. (1850) c. 58, s. 1. 2«S. Any Permanent Building Society may alter, amend, re])eal or mike any Regulation. Rule or By-law for the working of the Society at a public meeting of the members thereof, duly convened according to this Act and the Rules of such Society. Ihid., s. 2. 24. No such Society, by its Rules, Regulations and By-laws authorized to borrow money, shall borrow, receive, take or retain, other- wise than in stock and shares in such Society, from any person or persons, any greater sum than three-fourths of the amount of capital actually paid in on unadvanced shares aud invested in real securities by such Society ; — and the paid in and subscribed capital of the Society shall be liable for the amouut so borrowed, received or taken by any Society. Ibid, s. 3. J! Building Societies. Cap. GO 33 [■ding 25* When any share in any snch Society has been fnlly paid up according to the Rules of the Society, or has become due and payable to the holder thereof, the holder of such share may either withdraw the amount of such share from the said Society, acconling to the Rules and Regulations thereof, or invest the amount of such share in the Society, and receive therefrom, periodically, snch proportion of the profits made by such Society as shall be provided for by a By-law to be passed for the purpose ; and the amount of such share so invested shall become fixed and permanent capital or shares in the said Society not withdrawable therefrom, but transferable in the same manner as other shares in the said Society. Ihid, s. 4, 36* Any such Society may advance to mei.ibers on the security of investing on unadvanced shares in the said Society, and may receive and take from any personal or body corporate, any real or ])ersonal security of any kind whatever as collateral security fc any advance made to members of the Society. Ihid, s. 5. ST. Any such Society may hold absolutely real estate for the purposes of its place of business, not exceeding the annual value of six thousand dollars. Ihid, s. 6. 28. No such Society shall be bound to see to the execution of any trust, whether expressed, implied or constructive, to which any share of its stock is subject ; and the receipt of the party in whose name any such share stands in the books of the Society, (or if such share stand in the names of more parties than one, the receipt of one of the parties) sliall be a sufficient discharge to the Society for any payment of any kind made in respect of such share, notwithstanding any trnst to which such share is then subject, and wliether or not the Society has had notice of such trust : and the Society shall not be bound to see to the application of the money paid upoa such receipt. 22 V. (1859) c. 58, s. 7. 29. Nothing in this Act shall ap])ly to or affect " The Montreal Building Society,' incorporated under the Act eighth Victoria, chapter ninety-four, or in any wise to affect tlie said Act. 12 V. c. 57, s. 16. 30. In this Act the word " Society " means a Building Society established under this Act; the word "Rules "shall include Rules, Orders, By-laws and Regulations ; the words " Real Estate " mean and include immoveable estate and property generally ; and the words " Pei-sonal Estate " mean and include all Moneys, Goods, Chattels and other property not being i-cal property ; and the words " Securities " includes Privileges, Mortgages (ecpiitable as well as legal), hypotheqvss and incumbrances- upon real estate, as well as other rights and privi- leges upon personal estate and property : 2. This Act shall extend to a.iens, denizens and females, both to make them subject thereto and to entitle thera to all the benefits given thereby ; 3. This Act shall be construed in the most beneficial manner for promoting the ends thereby -tended. 12 V. c. 57, s. 17. 8 34 Cap. 50. Permanent Building Societies, Ont. CAP. L, 37 Vic. An Act to make further provision for the management oi Permanent Building Societies carrying on business in the Province of Ontario. aection. Preamble . 1. Directors may make or amend By-laws, &c., for the working of the Society : Proviso for confirmation by Share- holders. 2. Liability of Shareholders limited. 3. Society may lend money to others than iis members : Proviso, as to rules af- fecting borrowers. 4. C. S. U. C. c. 53, s, 22 repealed. New section. Society may purchase and sell certain securities. 5. Repayment and recovery of money ad- vanced and interest thereon. 6. C. S. U. C. c. 53, s. 38 repealed. New section. Power to receive money de- posits and issue debentures : Proviso, limiting money deposits : Proviso, cash in hands of Society to be deducted. Form of Debentures. 7. Interest to the society may be demanded in advance, 8. Powers of Directors of Society. 9. By-laws and documenis of Society, when authentic to be prima fade evidence. 10. C. .S. U. C. c. 53 %. 42 repealed. New section. Society not bound to see to execution of trusts or application of moneys pnid on receipt, &c. 11. C. S. U. C. c. 53 s. 20 repealed. New Spotinn. section : Persons in service of Society to furnish security. 12. To what societies only section 6 of this Act shall apply. 13. Amalgamation of two societies. 14. Joint agreement between Directors of Societies ])roposing to amalgamate or consolidate their stock, &c. 15. To be submitted to stockholders ol each society for consideration. Agreement if adopted, to be filed with .Sec y of State. 16. Upon completion of consolidation the new corporation to possess rights, pow- ers, &c., and be sul)ject to duties, &c., of each of united societies. 17. All property and rights vested in new corporation without further act or deed. Proviso, as to rights of creditors, &c., of either of corporations. 18. ,\uditors and Directors, their appoint- ment, remuneration, iSic. 19. Annual statement of Assets and liabili- ties to be transmitted to the Minister of Finance. Statement to be attested on oath, and may be published. Penalty for non-transmission, Proceedings by Minister of Finance in case of insol- vency of a society. Schedule A, — Form of Debenture and Coupon. \_A8sente(l to 26^A May, 1874.] WHEREAS it is expedient to make further provision for the inan- agement of Permanent Building Societies carrying on business in the rrovince of Ontario: Therefoie Her Majesty, by and with tlie advice and consent of the Senate and House of Comnujns of Canada, enacts as follows : — 1. The Directors of any such Permanent Building Society may, from time to time, alter, amend, repeal or create any regulation, rule or by-law for the working of any such Society : Provided tliat such action of the Directors shall not have a binding force until confirmed at any general meeting of the shareholders of such Society upon a vote of two-thirds of the capital stock represented at such meetinoj, — notice being given of the proposed clianges, in the notice calling such meeting. S« No shareholder of any such Society shall be liable for or charged with the payment of any dei)t or demand due by such So- ciety, beyond the extent of his shares in the capital of such Society not (hen paid up. ^'% 37 Vic. nent ol iness in ; of Society on 6 of this ies. Directors of -lalgamatc or Iders ol each Agreement if ec y of State, olidation the 5 rights, pow- 3 duties, &c., ;sted in new 5ract or deed, reciitors, &c., heir appoint- s and liabili- he Minister of )C attested on led. Penalty roceedings by ;ase of insol- ebenture and 874.] ir the inan- )n business id witli tlie of Canada, >ciety may, ion, rule or such action med at any II a vote of ig, — notice illing such ible for or >y such So- Society not 1874. Permanent Building Societies, Ont. Cap. 50. 35 3. Any such Society may lend money in conformity with the laws authorizing the establishment of Building Societies in Canada, and witi- the by-laws of such Society, to any person or perpons or body corporate at such rates of interest as may be agreed upon, without re- quiring any of such borrowers to become subscribers to the stock or members of the said Society : Provided alwavs, tliat all borrower from any such Society shall be subject to all the rules of such Society in force at the time of their becoming borrowers, but not to any other rules. 4. Section twenty-two of chapter fifty-three of the Consolidated Statutes for Upper Canada is hereby repealed, and the following sub- stituted therefor : — " 22. Any such Society may purchase mortgage.^ upon real estate, debentures of municipal corporations, school sections and school cor- porations. Dominion or Provincial stock or securities, and they may re-sell any such securities as to them shall seem advisable, and for that l)urpose they may execute such assignments or other instruments as may be necessary for carrying the same into effect ; they may also make advances to any person or persons or body corporate u|ion any of the above mentioned securities at such rate of discount or interest as may be agreed upon." a. The principal money so advanced on mortgages may be repaid by means of a sinking fund of not lees than two per centum ])er annum, within such time as the Society shall direct and appoint, and as shall be specified in the mortgage or assignment of mortgage to be made of such real estate, and of such revenues, rates, rents, tolls or profits as hereinafter mentioned ; and the Society ir y do all Acts that may be necessary for advancing money, and for recovery and obtaining repay- ment thereof, and for enforcing payment of all interest accruing there- from, or any conditions attachiad to such advance or any forfeiture consequent on the non-payment thereof, and give all necessary and proper receipts, acquittances and discharges for the same, and do, authorize and exercise all acts and powers whatsoever requisite or ex- pedient to be done or exercised in relation to the said purposes. 6. Section thirty-eight of chapter fifty-three of the Consolidated Statutes for Upper Canada is hereby repealed, subject to the provi- sions of the twelth section of this Act, and the following substituted therefor : — " 38. It shall be lawful for any such Society to receive money on deposit, and also for the Board of Directors of any such Society to issue debentures of such Society for such sums, not being less than one hundred dollars, and in such currency as they may deem advisable, and payable in the Dominion of Canada or elsewhere not less than one year from the issue thereof : Provided always that the aggregate amount of money deposits in the hands of such Society, together with the amount of debentures issued and remaining unpaid, shall not at any time ex- ceed the amount of principal remaining unpaid on the mortgages at such time held by such Society and shall not exceed the amount of TV r 86 Cap. 69. Permanent Bidlding Sooieties, Ont. 40 Vic. capitalized, fixed and permanent stock in such Society, not liable to be withdrawn therefrom, by more than one-tliird of the total amount of the said capitalized stock : Provided further, that the amount of cash actually in the hands of any such Society, or deposited in any chartered bank, shall be deducted from the sum total of the liabilities which such Society may be autliorized to incur as above stated :"' The debentures of such Society may be in tlie form of Schedule A to this Act or to the like effect. T. Any such society may, and is hereby empowered to demand and receive in advance tlie half-yearly interest from time to time acrn- ing on any advances of money made by such Society under and by virtue of this Act. 8. The President, Vice-President and Directors of any sucli Soci- ety shall have and exercise the powers, privileges r.nd authorities set forth and vested in them by this Act and any other Act regulating such Society, subject to the Rules or By-laws of such Society, and they shall be subject to and be governed by such Rules, Regulations and Provisions as are herein contained with respect theretoand by the By-hiws of such Society ; and the Directors shall and may lawfully exei-cise all the powers of such Society, except as to such matters as are directed by law to be transacted by a general meeting of such Societv. The Directors may use and affix, or may cause to be used and affixed, the seal of such Society to any document or paper which in their judgment may require the same ; they may make and enforce the calls upon the shares of the respective shareholders ; they may declare the forfeiture of all shares on which such calls are not paid ; they may make any payments and advances of money they may deem expedient which are or shall at any time be authorized to be made by or on behalf of such Society, and enter into all contracts for the execution of the purposes of such Society, and for all other matters necessary for the transaction of its affairs ; they may generally deal with, treat, sell and dispose of the lands, property and effects of such Society, for the time being, in such manner as they shall deem expedient and conducive to the benefit of such Society as if the same lands, property and effects were held and owned according to the tenure and subject to the liabilities, if any, from time to time affecting the same, not by a body corporate, but by any of Her Majesty's subjects being of full age. They may do and authorize, assent to or adopt all acts required for the due exercise of any further powers and authorities which may hereafter be at any time granted to such Society by the Parliament of Canada for the per- formance and fulfilment of any conditions or provisions from time to time prescribed by the said Parliament in giving such further powers and authorities or in altering or repealing the same respt 'tively or any of them. O. All by-laws of any such Society shall be reduced to writing, and shall have affixed thereto the common seal of the Society, and any copy or extract therefrom, certified under the signature of the Secretary or Manager, shall be evidence in all courts of justice in Canada, of sucli by-laws or extract from them, and that the same were duly made and 1 i 40 Vic. )1g to be lount of of cash liartercd ich such ledule A. demand me acrn- and by icli Soci- irities set jgnlating and they :ions and ; By-laws 3rcise all directed V. The ixed, the udginent upon the prfeiture lake any •hich are of such purposes msaction ispose of )eing, in to the icts were labilities, orporate, may do exercise )e at any the pcr- om time r powers y or any lg77. Permanent Building Societies, Ont. Cap. 69. 37 are in force ; and in any action or proceeding at law, criminal or civil or in equity, it shall not be necessary to give any evidence to prove the seal of such Society ; and all documents purporting to be sealed with the seal of any such Society, attested by the President, Treasurer or Manager thereof, shall be held prima facie to have been duly sealed with the seal of such Society. 10. Section forty-two of chapter fifty-three of the Consolidated Statutes for TJppper Canada is hereby repealed, and the following sub- stituted therefor : — " 42. Such Society shall not be bound to see to the execution of any trust, whether expressed, implied or constructive, to which any share or shares of its stock, or to which any deposit or any other moneys payable or in the hands of any such Society, may be subject ; and the receipt of the party or parties in whose name any such share or shares or monies stand in the books of the Society, shall, from time to time, be sufficient discharge to the Society for any payment of any kind made in respect of such snare or shares or moneys, notwithstanding any trust to which the same may then be subject, and whether or not such Soci- ety has liad notice of such trust ; and the Society shall not be bound to see to the application of the money paid upon such receipt." 11. Section twenty of chapter fifty -three of the Consolidated Sta- tutes for Upper Canada is hereby repealed, and the following substituted therefor : " 20. Every such officer or other person appointed to any office in anywise concerning the receipt of money shall furnish security to the satisfaction of the Directors for the just and faithful execution of the duties of his office according to the rules of the Society, and any person entrusted with the performance of any other service, may be required by the Directors to furnish similar security." 12. The sixth section of this Act shall apply only to any such Society having a paid up capital of not less than two hundred thousand dollars in fixed and permanent stock, not liable to be withdrawn there- from : Provided that all such Societies having a paid up capital ex- ceeding forty thousand dollars may receive deposits to the amount of their paid up capital, and the remaining sections of this Act shall extend and apply to every such Society carrying on business in Ontario, or constituted or incorporated under the provisions of the Acts lierein referred to, or of the Consolidated Statutes for Upper Canada, chapter fifty-three, or under any Act of the Legislature of the late Province of Canada, or of the Parliament of Canada ; and any rights, powers or privileges of any such Society, contrary to the provisions oi this Act, arc hereby repealed. 13. It shall be lawful for any such Society to unite, amalgamate, and consolidate its stock, property, business and franchises with the stock, property, business and franchises of any other such Building, Saving or Loan Society, incorporated or chartered, within the Province of Ontario, and to enter into all contracts and agreements therewith, necessary to Fiwh union and amalgamation. 38 Ca]). 69. Pernxanod Building Societies, Ont. 737 Vic. *l I I 14. The Directors of the two Societies proposing to so amalga- mate or consolidate as aforesaid, may enter into a joint agreement nnoer the corporate seals of each of the said Corporations, for the amalgama- tion and consolidation of the said Corporations, — prescribing the terms and conditions thereof, the mode of carrrying the same into effect, the name of the new corporation, the number of the Directors and other offi- cers thereof, and who shall be the first Directoi-s and officers thereof and their places of residence, the number of shares of the capital stock, the amount or par value of each share, and the manner of conveting the capital stock of each of the said Corporations into that of the new Cor- poration, and how and when and for how long Directors and other Offi- cers of such new Corporation shall l)e elected, and when elections shall be held, — with such other details as they shall deem necessary to perfect such new organization and the consolidation and amalgamation of the said Corporations, and the after management and working thereof. 15. Such agreement shall be submitted to the stockholders of each of the said Societies at a meeting thereof to be held separately for the purpose of taking the same into consideration ; notice of the time and place of such meetings and the object thereof shall be given by written or printed notices, addressed to each shareholder of the said Societies respectively at his last known post office address or place of residence, and also by a general notice to be published in a newspaper published at the chief ])lace of business of such Societies once a week tor two successive weeks. At such meetings of stockholders, such agreement shall be considered, and a vote by ballot taken for the adop- tion or rejection of the same, — eacli share entitling the holder thereof to one vote, and the said ballots to be cast in person or by proxy ; and if two thirds of the votes of all the stockholders of such Corporations shall be for the adoption of such agreement, then that fact shall be cer- tified upon the said agreement by the Secretary of each of such Coi-jDor- atious under the Corj^orate seals thereof ; and if the said agreement shall be so adopted at the respective meetings of the stockholders of each of the said Corporations, the agreement so adopted and the said certi- cates thereon shall be filed in the office of the Secretary of State of the Dominion of Canada, and the said agreement shall from thence be taken and deemed to be the agreement and Act of consolidation and amalga- mation of the said Societies, and a copy of such agreement so filed, and of the certificates thereon, properly certified, shall be evidence of the existence of such new Corporation. 16. Upon the making and perfecting of the said agreement and act of consolidation, as provided in the next preceding section and the filing of the said agreement as in tlie said section provided, the several Societies, parties thereto, shall be deemed and taken to be consolidated, and to form one Corporation by the name in the said agreement pro- vided, with a connnon seal, and shall possess all the rights, privileges, and franchises, and be subject to all the disabilities and duties of each of such Corporations so consolidated and united, except as herein other- ^vi8e provided. IT. Upon the consummation of such act of consolidation as afore- all and singular the business, property, real, personal and mixed, 737 Vic. *o amalffa- lent under amalgama- the terms effect, the 1 other offi- liereof and stock, the veting the ; new Cor- other Offi- »n8 shall be to perfect tion of the Breof. 1874. Permanent Building Societies, Ont. Cap. 69. 39 and all rights and interest appurtenant thereto, all stock, mortgages or other securities, eubecriptions, and other debts due on whatever ac- count, and other things in action belonging to such Corporations or either of them, shall be taken and deemed to be transferred to and vested in such new Corporation without further act or deed : Provided however, that all rights of creditors and liens upon the property of either of such s;^^ Corporations, shall be unimpaired by such consolidation, and all debts, liabilities and duties of either of the said Coi-porations, shall thence- forth attach to the new Corporation, and be enforced against it to the same extent as if the said debts, liabilities and duties had been incurred or contracted by it ; and provided also that no action or proceeding le- gal or equitable by or against the said Corporations so consolidated, or either of them, shall abate or be affected by such consolidation, but for all the purposes of such action or proceeding, such Corporation may be deemec still to exist, or the new Corporation may be substituted in such action or proceeding in the place thereof. 18. The choice and removal of the Auditors of the Society, the determination as to the remuneration of the Directors and of the Audi- tors shall be exercised at general meetings of the Society, and the Audi- tors shall not necessarily be shareholders : Provided that in case of the death or failure to act of any such Auditor, the Directors may appoint an Auditor in his place ; ana at all meetings of shareholders of the So- ciety, the shareholders shall have one vote for each share held by them respectively. 19. Such Society shall, on or before the fifteenth day of February in each year, transmit to the Minister of Finance a full and clear state- ment of their assets and liabilities on the day of the date thereof, and such statement shall contain, in addition to such other particulars as the Minister of Finance may require, — let. The amount of stock subscribed ; 2nd. The amount paid in upon such stock ; 3rd. The amount borrowed for the purposes of investments and the securities given therefor ; 4th. The amount invested and secured by mortgage deeds ; 5th. The value of real estate under mortgage ; 6th. The amount of mortgages over due and in default ; 7th. The amount of mortgages payable by instalments : And such statement shall be attested by the oath before some Justice of the Peace, of two persons, one being tlie President, Vice- President, Manager or Secretary, and the other the Manager or Auditor of such Society, each of whom shall swear distinctly that he has such quality or office as aforesaid, that he has had the means of verifying, and has verified the statement aforesaid, and found it to be exact and true in every particular, that the property under mortgage has been set down at its true value, to the best of his knowledge and belief ; and that the amount of the shares, deposits and debentures issued and outstanding, as he verily believes, is correct ; and such statement shall m ill 40 Cap. 69. Pcrinancnt Buildimj HocietlcSf Ont. 37 Vic. bo published by the Minister of Finance, in such manner as he shall think most conducive to the public good ; and for any neglect to trans- mit such statement in due course of post within five days after the day to which it is to be made up, such Society shall incur a penalty of one hundred dollare per diem ; and if the same be not transmitted within one month after the said day, or if it shall appear by the statement that such Society is insolvent, the Minister of Pinaiice may, by a notice in the Ccmada Gazette^ declare the business of such Society to have ceased; and if the Minister of Finance shall, in any case, suspect any such statement to be wilfully false, he may depute some competent person to examine the books and enquire into the affairs of such Society and to report to him on oath ; and if by such report it shall appear that such statement was wilfully false, or that such Society is insolvent, or if the person so deputed shall report on oath that he has been refused such access to the books or such information as would en- jible him to make a sufficient report, the Minister of Finance may, by notice in the Canada Gazette, declare the business of such Society to have ceased ; but in any of the cases in which discretionary power is given to the Minister of Finance to declare the business of such Society to have ceased, he may before so doing give notice to such Society and afford the same an opportunity of making any explanation it may be advisable to make ; and all expenses attending such periodical state- ments, and the publication thereof shall be borne by such Society. 1 ? I ! SCHEDULE A. Society Debenture No. Transferable $ Under the authority of an Act of the Parliament of Canada Victoria, Chapter The President and Directors of the Society promise tc pay to or bearer the sum of dollars, on the day of , in the year of Our Lord One thousand eight hundred and at the Treasurer's office here, with interest at tiie rate of per cent, per annum, to be paid half-yearly on presentation of the proper coupon for the same as hereunto annexed, say on the day of ' , and the day of in each year at the office of the Treasurer here (or their agents in •) Dated at , the day of , 18 . For the President and Directora of the ' Society. C. D. A. B. Secretary. 37 Vic. as he shall set to trans- ter the day ilty of one ted within einent that a notice in y to have Lispect any competent ■8 of snch ort it shall Society is liat he has would en- :;e may, hy Society to power is ich Society lociety and it may be iical state- »ciety. Societv 3f Canada Society le sum of per lie proper agents in ,18 . Society. 1877. Permanent Bui/ding Societies, Otit. Cap. 48. 41 COUPON. No. 1. Half-yearly dividend due ^^ . 1^ » <^*" Debenture No. issued by this Society on the day of , 18 for $ at per cent, per annum, payable at the office of the Treasurer, , (or at the Society's agents .) For the President and Directors. C. D. A.B. Secretary. CAP. XLVIII. An Act to amend the Act thirty-seventh Victoria, chapter fifty, rcBpecting Permanent Building Societies in Ontario. Section. Section. Preamble. 37 V., c. 50. 1. Governor inCouncil may authorize change of name. 2. Notice to be given. Power of Governor. 3. How such change of name shall be proved Clerk of the Peace to endorse certificate ondeclaration. Fee, Penalty for not filing delaration. 4. Change of name not to affect rights. 5. Fees for change of name. [Assented to 2Sth April, 1877.] IN amendment of the Act passed in the thirty-seventh year of Her Majesty's reign, intituled '• An Act to make Jurther provision for the management of Permanent Building Societies carrying on busi- ness in the Province of Omtarioy Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows : 1. Where any such Society as mentioned in the said Act thirty- seventh Victoria, chapter fifty, is desirous of changing its name, the Governor-General, upon being satisfied that the change desired is not for any improper purpose and is not otherwise objectionable, may, by Order in Council, change the name of the Society to some other name set forth in the said order. 2* The Society shall give at least four weeks' previous notice in the Canada Gazette of the intention to apply for the change of name, and shall state the name proposed to be adopted ; in case the proposed name be considered objectionable the Governor in Council may, if he think fit, change the name of the Society to some other unobjectionable name without requiring any further notice to be given. 3> Such change shall be conclusively established by the insertion in the Canada Gazette of a notice thereof by the Secretary of State ; and his certificate of such change having been made shall be obtained by the Society, and filed in the office of the Clerk of the Peace of the County with whom is filed the declaration constituting such Society ; •> 4S Cap. 48. Pettnaneni Huilding /Soeietiea, Out. 22 Vic, the Clerk eliall, upon payment by the Society of a fee of one dollar therefor, endorse a copy of such certificate upon the said declaration : •and the Society sliall (under a penalty of two hundred dollars in case of default) within one month after the insertion of the said notice cause the said certificate to be filed, and require the said endoreement to be made as aforesaid. 4. No alteration of its name under this Act shall aflfect the rights or obligations of any such Society, and all proceedings may be con- tinued or commenced by or against any such Society by its new name that might have been continued or commenced by or against it by its former name. a. The Governor in Council may establish the fees to be paid on applications for change of name under this Act. M^: CAP. XLIX. An Act to amend the " Act to make further provision for the management of Permanent Building Societiec carry- ing on business in the Province of Ontario." Section. Section. 2. Preamble. 37 V., c. 50. Society having f 100,000 paid up, may exercise power under s. 6. Amount of debenture and deposit debts of Societies limited. Proviso : as to 3- 4- deposits. How liabilities shall be es- timated. Proviso : as to Companies now incorporated. Section 19 of Act 37 Vic, c. 50 amended. Society what to mean. lAssented to 28^A April, 1877.] WHEREAS by section six of the Act passed in the thirty-seventh year of Her Majesty's reign, chapter fifty, as applied by section twelve of the said Act, it is in effect amongst ofher things enacted, that it shall be lawful for any Permanent Building So'^iety carrying on business in the Province of Ontario and having a paid-up capital of not less than two hundred thousand dollars in fixed and permanent stock, not liable to be withdrawn therefrom, to receive deposits, and also for the Board of Directors of any such Society to issue debentures of such Society ; Provided always, among other conditions, that the aggregate amount of money deposits in the hands of such Society, together with the amount ot debentures issued and remaining unpaid, shall not, at any time, exceed the amount of capitalized, fixed and per- manent stock in such Society, not liable to be withdrawn therefrom, by more than one-third of the total amount of the said capitalized stock ; And whereas ^it is expedient that such limitation should be enlarged and that Societies having a fixed and permanent paid-up capital, not liable to be withdrawn, of one hundred thousand dollars should be invested with the powers conferred I)y section six of the said Act ; Therefore, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows : ** if 23 Vic, F one dollar declaration : oUars in case notice cause lement to be ct the rights nay be con- ;8 new name inst it by its 3 be paid on 1878. Suilding Societies, Out, Cap. 49. 43 > vision for tieo carry- ies shall be es- to Companies c. 50 amended. •*7, 1877.] irty-seventh I by section ^8 enacted, carrying on D capital of permanent sposits, and debentures ns, that the cli Society, ing unpaid, ed and per- 3refrom, by zed stock ; >e enlarged capital, not should be said Act ; ent of the rs : 1. Notwithstanding anything in the twelfth section of the said Act contained, any Society iiaving a fixed and permanent paid-up capi- tal of one hundred thousand dollars, not liable to be withdrawn, may exercise the powers by the sixth section of the said Act conferred, and the term " such Society " in the said Act and in this Act shall be held to include any such Society as in this section first mentioned. 2* The aggregate amount of money deposits in the hands of any such Society, together with the amount of its debentures issued and remaining unpaid may be equal to but shall not, at any time, exceed double the amount of the unimpaired, capitalized, fixed and permanent stock in such Society, not liable to be withdrawn therefrom : Provided always, that the amount held by any Society on deposit shall not exceed the amount of the paid-up and unim])aired capital of such Society, and that the total liabilities of any such Society shall not at any time exceed the amount of principal remaining unpaid on the mortgages at such time held by such Society ; and that in estimating the liabilities of any such Society the amount of cash actually in the hands of such Society or deposited to its credit in any chartered bank, shall Ijc deducted therefrom ; and that in estimating the unimpaired, capitalized, fixed and permanent stock of any such Society, the amount of all loans or advances made by it to its shareholders upon the security of their stock, shall be deducted therefrom : Provided always, that in tne event of any Company now incorporated availing itself of the provisions of this Act for the purpose of enlarging its powers to borrow money by debentures, nothing herein contained shall be construed as affecting, or in any wise impairing the right of the holders of debentures issued by the said Company. 3* The nineteenth section of the said Act is hereby amended by adding thereto, immediately after the word '' instalments " therein, the figure and words followmg, ihat is to say : 8th. The rate or rates of interest at which the mortgages held by the Society have been computed or discounted to ascertain the aiAount of the principal remaining unpaid thereon. 4. The word " Society " in this] Act shall also include and mean " Company." CAP. XXII. An Act to amend the law respecting Building Societies carrying, on business in the Province of Ontario. Section, Preamble. I . How Permanent Societies in Ontario may make shares thereafter subscribed for permanent capital and notwithdrawable Section. 2. Directors may fix amount payable on subscription or as premiums on such shares, and pay dividends by way of periodical profits. Proviso. [Assented to 10th May, 1878.] HER Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows : — U Cup. 49. Building Societies. 42 Vio. ..,i'& I 1. The members of any Permanent Building Society carrying on business in the Province of Ontario, entitled to vote, may, at any time, by a resolution, to be passed by a majority of two-thirds of the votes of such members present or represented by proxy at any special or general meeting, (for which meeting notice of such intended resolution shall be duly given), determine that all shares thereafter subscribed for in such Society shall be fixed and permanent capital and not liable to be withdrawn therefrom ; and any share thereafter subscribed for in such Society shall be fixed and permanent capital and not withdrawable therefrom, but transferable in the same manner as other shares in such Society. 2. The Directors of any such Society may fix the amount to bo paid on the subscription of any such shares, which amount shall not be less than twenty per cent, on the shares subscribed, and the premium (if any) which shall be paid thereon, and when such premium shall be payable ; and it shall be in the discretion of the Directors, from time to time, to call up the balance of any such shares, at such time or times as they think best. And any such Society rnay. from time to time, pay dividends by way of annual or othej* periodical profits, upon the amounts paid on such shares. In all other respects such shares shall be subject to the general provisions respecting shares in Permanent Building Societies carrying on business in the Province of Ontario. CHAP. XLIX, An Act respecting Building Societies carrying on business in the Province of Ontario. Be«tion. Section. Preamble.' Sec. 2 of 40 V., c. 49 cited. And its Proviso. Certain words in section 2 of 40 V., c. 49 interpreted. Permanent Building Societies in the Pro- vince of Ontario under Dominion laws, may carry on business in the Province of Manitoba and the North-West Ter- ritories. And may hold real estate. In case of the transmission'of interest in 6. 7- any share, &c., otherwise than by trans- fer. Directors may require a written declaration showing the nature of such transmission. What shall be sufficient justification o Directors for recognizing transmission if by will or intestacy. Provision for case of Directors having reasonable doubts as to legality of any claim to any share, &c, "Society" interpreted. l^Asse^ited to 16th May^ 1879.] WHEREAS, by the second section of the Act passed in the fortietli year of Her Majesty's reign, chapter forty-nine, it is enacted as follows : — " The aggregate amount of money deposits in the hands of any such Society, together with the amount of its debentures issued and remaining unpaid, may be equal to, but shall not at any time exceed double the amount of the unimpaired, capitalized, fixed and permanent stock in such Society not liable to be withdrawn therefrom : Provided always, that the amount held by any Society on deposit shall not exceed the amount of the paid-up and unimpaired capital of such 42 Vio. Tying on my time, 13 votes 01 >r gonoral ion shall ad for in ble to be ir in such idrawable 38 in such int to bo all not be premium I shall be rom time e or times time, pay upon the lares shall ermancnt itario. 1878. Building Societies. Cap. 49. 45 3iness in han by trans- re a written ature of such istification o transmission ctors having gality of any , 1879.] e fortietli enacted as hands of lires issued any time fixed and icrefroni : !posit shall al of such Society, and that tlie total liabilities of any such Society shall not at any time exceed the amount of principal remaining unpaid on the mort- gages at such time held by such Society ; and that, in cstiumting the liabilitios of any such Society, the amount of cash actually in the hands of such Society or deposited to its credit in any chartered bank, whall bo deducted therefrom ; and that in estimating the unimpaired, capitalized, fixed and permanent stock of any sucli Society, the amount of all loans or advances made by it to its shareholders upon the security of their stock shall be deducted therefrom." And whereas, doubts may arise as to the meaning of t\\^ words *' liabilities of such Society," where the same occur in the said section ; And whereas, it is expedient to remove such doubts and to amend the said Act : Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows : — 1. In the said section the words " liabilities of such Society," or "• U)ta\ liabilities of such Society," shall be taken to mean, and are hereby declared to mean, only the liabilities of any such Society to the public, and shall not be taken to include, and it is hereby declared that the same do not include the liability of any such Society to its share- holders in respect of its capital stock, or otherwise to its shareholders as such. 2. Anv Permanent Kuilding Society carrying on business in the Province of Ontario, under tlie laws of the Dominion, haviuijj a fixed and permanent capital stock of not less than one } undred thousand dollars, is hereby authorized to carry on business in the Province of Manitoba, or in the North- West Territories, or in any Province that may be formed out of the same ; and for such purpose is hereby declared to be a body eoiporate with all the powers, privileges and liabilities heretofore enjoyed by such Society in the Provmce of Ontario only. 3« Any such Society may liold, absolutely, real estate for the pur- poses of or in connection with its place or places of business, not exceeding the annual value of ten thousand dollars ; bnt this section shall not affect any action or suit now pending. 4* If the interest of any person or persons in any share or shares in the capital stock, or in any bond, debenture or obligation of any such Society, — such bond, debenture or obligation not being payable to bearer, —hath become, or shall become transmitted in consequence of the death, or bankruptcy or insolvency of any such holder, or in con- sequence of the marriage of a female holder or by any other lawful means other than a transfer upon the books of the Society, the Direc- tors shall not be bound to allow any transfer pursuant to such trans- mission to be entered upon the books of the Society, or to recognize such transmission in any manner until a declaration in writing, shew- ing the nature of such transmission, and signed and executed by the person or persons claiming b'- irtue of such transmission, and also 40 Cap. 49. Building Societiea, 42 Vic. # ''^^ executed by tlie former shareholder, if living and having power to execute the same, shall have been tiled with the Manager of the Society, and approved by the Directors ; and if such declaration pur- porting to be signed and executed shall also purport to be made or acknowledj^ed in the presence of a Notary Public, or of a Judge of a Court of llecord, or of a Mayor of any city, town or borough or other place, or a British Consul or Vice-Consul, or other accredited representative of the British Government in any foreign country, the Directors may, in the absence of direct actual notice of a contrary claim, give full credit to such declaration, and mdess the Directors are not satisfied with the responsibility of the transferee, shall allow the name of the party claiming by virtue of such transmission to bo entered in the books of the Society. f5. If such transmission luis taken place or shall hereafter take place by virtue of any testamentary act or instrument, or in conse- quence t)f an intestacy, the probate of the will, or letters of administra- tion, or act of curatorship, or testament testamentary, or testament dative expede, or other judicial or official document under which the title, whether beneficial or as trustee, or the administration or control of the personal estate of the deceased, shall purport to be granted by any court or authority in the Dominion of Canada, or in Great Britain or Ireland, or any other of Her Majesty's Dominions, or in any foreign country, or an authenticated copy thereof, or oihcial extract therefrom, shall, together with the said declaration, be produced and deposited with the Manager; and such production and deposit shall be sufficient justification and authority to the Directors for paying the amount or value of any dividend, coupon, bond, debenture or obligation or share, or transftn-ring, or consenting to the transfer of any bond, debenture or obligation or share, in pursuance of and in conformity to such probate, letters of administration or other such document as aforesaid. 6. Whenever the Directors shall entertain reasonable doubts as to the legality of any claim to or upon such share or shares, bonds, deben- tures, obligations, dividends, coupons, or the proceeds thereof, then and in such case it shall be lawful for the Society to file in any one of the superior courts of law, or in the Court of Chancery, in the Pro- viu'-e of Ontario, a petition stating sucli doubts, and praying for an order or judgment adjudicating and awarding the said shares, bonds, debentures or obligations, dividends, coupons or proceeds to the party or parties legally entitled to the same : and such court shall have authority to restrain any action, suit or proceeding against the Society, the Directors or (officers thereof, for the same subject matter, pending the determination of the said petition ; and the Society and the Direc- tor and officers thereof shall be fully })rotected and indemnified by obedience to such order or judgment against all actions, suits, claim, and demands in respect of the matters which shall have been in quer- tion in such petition, and the proceedings thereupon : Provides, always, that if the court adjudges that such doubts were reasonable the costs, charges and expenses of the Society in and about such petition and proceedings, shall form a lien upon such shares, bonds, debentures or obligations, dividends, coupons or proceeds, and shall be 3, coupons or pi m 1880. Pet^manent Building Societies and Loan Co. Cap. 43. 47 paid to the said Society before the Society shall be obliged to transfer or assent to the transfer, or to pay such shares, bonds, debentures or obligations, dividends, coupons or proceeds to the party or parties found entitled thereto. 7. The word " Society" in this Act shall also include and mean " Company." nil CHAP. XLIII. An Act for the relief of Permanent Building Societies and Loan Companies. Section Prcimble ; 37 V., c. 50. 1. Ccrtnin statements tr.ins-.nitted to Min- ister of Finance to he deemed sufficient under sec. 19 of 37 V., c. 50. as amend- ed by 40 v.. sec. 49. Societies wiiich trannmilied them indemnified. 2. As to actions for penalties commenced after or before the passing of this Act. Stay of proceedings in suits com- menced. f . KfTect on such actions of subsequent re- ceipt i)y the Minister of a sufficient statement. Excejition. 4. Statement not required in case society has ceased to do busiitess or has never done any. Proof of having done no business 5. Section 19 of 37 V'., c. 50 as amended by sec. 3 of 40 V., c. 49 repealed, and a new section substituted. Annual statement transmitted to (Minister of Section. Finance. What such statement must contain. Particulars as to mortgages. Cash value of investments and how cal- culated. To be attested on oath and by what officers. And to l)epublished by the Minister of Finance. Penally for non-transmission. Proceedings by Minister of Finance under Order-in- Council in certain cases of default to transmit statement. 6. Certain statements made in conformity with this Act or under the s^'ctions it re- peals to be deemed sufficient. 7. Extension of time for makin;.' statement, for want of sufficient time to examine it. Proviso. As to statements due on 1st March, 1880. 8. Application of provisions of sections 5 and 7 of this Act. Interpretation. 9. Compliance with this Act by officers to be deemed compliance by co-.npany, &c. [Assented to 7th May, ISSC] WHEREAS, acting under the authority of the Act passed in the thirty -seventh year of Her Majesty's reign, ciiapter nfty, er.tituled " An Act to makejurther provision for the management of Permanent Building Societies Candying on business in the Province of Ontario^'' the Minister of Finance has, from time to time, furnished to Biiilding, Loan or Saving Societies or Companies in Ontario, cm their application, printed forms purporting to be forms of statement in accordance with the provisions of the said Act in tliat behalf ; and whereas, on account of some difference in the language used in the said forms as compared with the langiuige of the said Act, and by reason of affidavits not having been made verifying such statements, doubts have arisen as to whether returns made upon the said forms are a compliance with the said Act, and it is desirable to remove euch doubts and to relieve societies whose officers hare made tlielr returns upon the said forms from being har- assed by suits for penalties under the said Act, and also to further amend the said Act above cited : Therefore Her Majesty by and with the advice and consent of the Senate and House of Commons} of Canada, enacts as follows : — I ■:i: 48 Cap. 43. Permanent Building Societies cmd Loan Co. 43 Yic. 1. Every statement transmitted to the Minister oi Finance, at any time previous to tlie passing of tliis Act, by any Building, Loan or Saving Society or Company incorporated under chapter fifty-three of the Consolidated Statutes of Upper Canada, or any Act thereby consoli- dated, or otherwise incorporated, which statement purports to have been filled u]) according to the said printed forms, or othei'wise in sub- stantial compliance with the provisions hereinafter mentioned, whether the same has or has not been attested by oath or affirmation, shall be deemed and taken to be, and to have been a sufficient statement, and in compliance in all respects with the provisions of the nineteenth section of the said Act, intituled ^'■An Actio make further provision for the man- agement of Permanent Bxiilding Societies carrying on business in the Province of Ontario^'' or of the said section as amended by the third section of the Act passed in the fortieth year of Her Majesty's reign, chapter foi'tj-nine, as the case may be, and to have been properly made, filled up ai ■ attested according to the provisions of the said Acts, whether siich statements were attested or not, or whether or not the said statement or the affidavit verifying the same was transmitted in due time to the said Finance Minister; and every society or company incorporated as aforesaid, the officers of which shall have transmitted such statement, shall be and is herel)y indemnified, exonerated, freed and discharged of and from all pecuniary penalties and forfeitures whatsoever (if any) which may have been incurred by such Company or Society by reason of its having neglected to transmit any other or further, or differently attested statement, or to perform the obligations imposed on it by the said Acts or any of them in that behalf, S. In case any action, suit or proceedings shall, after the passing of this Act, be brought, carried on or prosecuted against any society or company for or on account of any pecuniary penalty or forfeiture what- ever incurred or to be incurred by any such neglect, as is intended to be relieved against by this Act, such society or company may plead tbe general issue, and upon their defence give this Act and the special matter in evidence upon any trial to be had thereupon ; and in any action or suit commenced before the passing of this Act or now pend- ing against any society or company for or on account of any such neglect, the court or judge thereof shall on the application of the de- fendant, order all proceedings in such action or suit to be stayed on payment of the costs thereof to the plaintiff therein, but in default of such application the plaintiff may prosecute such action or suit to judgment. 3* No action brought after the passing of this Act against any society or coiripany incorporated as aforesaid for any past or future fail- ure to comply with the provisions of the said Act, or of the said Act as amended as aforesaid, as the case may be, shall be maintained, if such action was or is commenced at any time subsequent to the receipt by the Minister of Finance of the statement required by the said Act, or of the statement, whether attested as aforesaid or not, declared valid by this Act, unless such action is brought by the Crown, or by the Minister of Justice suiniy on behalf of the Crown. 1 18 ■-,v int Pt of as COl •'■ pri •.' soc nes poi .■, i or m afo tol 1880. Permanent Building Societies and Lomt Co. Cap. 43. 49 4. The provisions of tlie said nineteenth section of the said Act, intituled " An Act to 7nake further provision for the management of Permanent Building Societies carrying on husine^s in the Province of Ontario^'' sliall not, nor shall those of tlie said section as amended as aforesaid, be lield to apply, or to have applied, to any society or company wliich has ceased or shall have ceased, to carry on business prior to the year for which the return is or was required, nor to any society or company which, though incorporated, never carried on busi- ness ; and upon its l)eing proved that any society or company incor- porated as aforesaid did not lend any money, or receive any deposit, or issue any debenture during the year for wliich it is alleged a return in accordance with such section, or with such section as amended as aforesaid, has not been made, such society or company shall be deemed to have ceased to carry on business within the meaning of this section. 5. The nineteenth section of the said Act passed in tlie thirty- seventh year of Her Majesty's reign, chaptered fifty, as amended by the third section of the said Act, passed in the fortieth year of Her Majesty's reign, chaptered forty-nine, and the said last mentioned sec- tion, are hereby repealed, and the following substituted therefor : " 19. Such Society shall, on or before the first day of March in " each year, transmit to the Minister of Finance a full and clear state- " ment of the Society's assets and liabilities on some day to be stated " therein ; and such day shall not be more than twelve months prior " to the said first day of March, or earlier than the end of the last " preceding financial year of such Society ; and such statement shall " contain, in addition to such other particulars as the Minister of " Finance may require, the following : " («.) The amount of stock subscribed ; '* (J.) The amount paid in upon such stock ; " (c;.) The amount borrowed for he purposes of investment and " the securities given therefor ; " ( ; .'-,' ;i.' --'is fH^■i 52 Cap. 50. 4 "A' m Building Societies, Que. CHAP L. 40 Vic. An Act to make further provision respecting the constituting and management of Building Societies in the Province of Quebec. Sevtlon. Preamble. 1. Societies may be incorporated by letters patent. 2. Notice to be given and what it must show. 3. Petition for letters patent and what it shall contain. 4. Preliminary conditions to be established. Proof. 37 v., c. 37. What to be recited. Notice of granting letters patent. Dividends. Not to impair capital. Rate limited. Increase of capital stock 5- 6. 7- 8. 9- Powers of Directors Affixing seal, etc Calls. Payments and .advances. Con tracts. Administering property. Fur (her powers. By-laws. Proviso Conversion of shares may be suspended Proviso. 10. .Society may lend money. Proviso. May purchase hypothecs and make invest ments. Sinking fund. Sales with right of redemption. 11. Society may hold real property for its own use ; and may acquire such when hypothecated to it. Proviso, for sale in such cases. 12. Society may receive deposits and issue debentures. May pay interest on de- posits. Form of del)entures. From whom deposits may be received. Pro- viso. Officers to give security. 13. Provisions as to borrowing money l)y the Society. 20 per cent, paid up. Amount on debentures limited. Amount on deposit. If they borrow in both ways. ScotioiL Calculation of liabilities. Borrowing to be on permanent stock only. 14. Liability of shareholders limited. ■ 15 'Society not bound to see to trusts. 16. Provisions for amalgamation of two so- cieties. 17. Joint agreement between Directors of societies proposing to amalgamate or consolidate their stock, etc. 18. To be submitted to stockholders of each society for consideration. \'otes on it by ballot. Agreement, if adopted, to be filled with Secretary of State. Pro- viso, as to proof. 19. Upon completion of consolidation the new corporation to possess rights, powers, etc., of each of united societies. 20. All property and rights vested in new corporation without further act or deed. Proviso. .11. Auditors and Directors, their appoint- ment, remuneration, etc. 22. Annual statement of assets and liabilities to be transmitted to Minister of Fi- nance. What to contain. Statement to be attested on oath, and may be jiuhlished. Penalty for non-transmis- sion. Proceedings by M'nister of F"i- nance, in case of insolvency, or sus- pected insolvency of a society. 23. Sub-section of s. I, C. S. L. C, c. 69, repealed. 24. How this Act shall be interpreted. As to existing societies. Proviso, as to borrowing powers. And after 1st July, 1878, [Assented to 28t/i April, 1877.] WHEREAS it is expedient to make further provisions respecting the constituting and management of Building Societies in the Province of Quebec : Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows : — 1. The Governor in Council may, by letters patent under the Great Seal, grant a charter to any number of persons not less than thirty, who shall present a petition to that effect, constituting such persons and otiiers who may become shareholders in the Society by the said letters patent created, a body corporate and politic, the object of which shall be to provide for its members means of investing their savings, to assist them in ac(]uiring immovable property, or in freeing and improving that which they already possess ; and to oifer to bor- rowers on the security of immovable property, and of public and other 1877. Building Societies, Que. Cap. 50. 68 securities, easy terms of loan and repayment ; and no Building Society shall be established in the said Province without such letters patent. 3. The ap])licant8 for such letters pat< must give at least one month's previous notice in the Canada Ga.. cte of their intention to apply for such charter, stating therein, — 1. The proposed corporate name of the Society ; 2. The place or places in the Province of Quebec where its opera- tions are to be carried on, with special mention if 3 be two or more such places, of some one of tliem as its chief place of business ; 3. The intended amount of its capital stock, which shall in no case be less than two hundred and fifty thousand dollars ; 4. The number of shares and amount of each share ; 5. The names in full and the address and calling of each of the applicants, with special mention of the narnep of not less than five nor more than nine of their number, who are to be the first Directors of the Society. 3* At any time, not more than one month after the last publica- tion of such notice, the applicants may petition the Governor-General, through the Secretary of State of Canada, for the issue of such letters patent : Such petition must recite the facts set forth in the notice, and must further state the amount of stock subscribed for and the names of the subscribers, and also the amount paid in upon the stock of each subscriber : The aggregate of the stock so taken must be at least the one-half of the total amount of stock of the Society, and such capital stock shall amount to at least two hundred and fifty thousand dollars : The aggregate so paid in thereon must be at least twenty per cent, for permanent shares and five per cent, for temporary shares : Such aggregate must have been paid in to the credit of the Society or of trustees therefor, and must be standing at such credit, in some chartered bank or banks in the said Province : The petition may ask for the embodying in the letters patent, of any provision which otherwise under this Act might be emoodied in any by-law of the Company when incorporated. 4. Before the letters patent are issued, the applicants must estab- lish to the satisfaction of the Secretary of State, or of such other officer as may be charged by order of the Go vernor-in- Council to report thereon, the sufficiency of their notice and petition, the truth and sufficiency of the facts therein set forth, and that the proposed name is not the name of any other known incorporated or unincorpor- ated Society ; and to that end, the Secretary of State, or such other officer, may take and keep of record any requisite evidence in writing, by solemn declai-ation under the Act thirty-seventh Victoria, (1874,) chapter thirty-poven, intituled "^«. Act for the Siippression of Volun- tary and' lixti'L Judicial Oaths,^^ or by oath or aftirniation, and may receive and achninister every requisite solemn declaration, oath or affirmatiou. '•*^ S4 Cap. 50. Building Societies, Que. 40 Vi ic. |ii S* The letters patent shall recite all the material^averments of the notice and petition. 6. Notice of the granting of the letters patent shall be forthwith given by the Secretary of State, in the Canada Qazette, in the form of Schedule A appended to this Act ; and thereupon, from the date of the letters patent, the persons therein named and their successors shall be a body corporate and politic by the D.'xie mentioned therein. T« It shall be the duty of the Directoi-s to declare and pay half- yearly dividends to the permanent shareholders, of such part of the profits of the Society as tney shall deem expedient ; but no dividend or bonus shall be declared or paid out of the capital stock of the Society, nor shall any dividend exceeding eight per cent, per annum be paid until the Society has a reserve fund equal to at least twenty per cent, on the paid-up permanent capital stock, — all bad and doubttul debts having previous to the calculation of such reserve fund, been first deducted. 8. The capital stock of the Society may be increased from time to time by resolution of the Directors, who may impose such restric- tions and conditions respecting the subscription of such new perma- nent or temporary shares as they may deem expedient — such resolu- tion, however, to be approved by the shareholders at a general meet- ing called for the purpose, and to remain inoperative until so approved. O. The Directors of the Society shall exercise all the powers, privileges and authority which are vested in them by this Act and any other Act regulating such Society, subject to the rules or by-laws of such Society, and tliey shall be subject to and be governed by such rules, regulations and provisions as are herein contained with respect thereto and by the by-laws of such Society ; and the Directors may lawfully exercise all tlie powers of such Society, except as to such matters as are directed by law to be transacted at a general meeting of such Society. The Directors may use and affix, or may cause to be used and affixed, the seal of such Society to any document or paper which in their judgment may require the same ; they mav make and enforce the calls upon the shares of the respective shareholders ; they may declare the forfeiture of all shares on which such calls are not paid ; they may make any payments and advances of money they may deem expedient which are or shall at any time be authorized to be made by or on behalf of such Society, and enter into all contracts for the execution of the purposes of such Society, and for all other matters necessary for the transaction of its affairs ; they may generally deal with, treat, sell and dispose of the lands, property and effects of such Society, for the time being, ,in such manner as they shall deem most advantageous, expedient and conducive to the benefit of such Society ; they may do and authorize, assent to or adopt, all acts required for the due exercise of ^ny further powers and authorities which may here- after be, at any time, granted to such Society by the Parliament of Canada. 2. The Directors of any such Society may, from time to time, alter, amend, repeal or create any regulation, rule or by-law for the working of any such Society, and for the investment or application of 40 Vic. jntB of the forthwith the form he date of jssors shall 3in. pay half- jar t of the dividend be Society, im be paid f per cent. >tiul debts been first from time ich restric- ew perraa- ueh resolu- leral meet- approved, he powers, ct and any by-laws of ed by such ith respect ectors may as to sucli meeting cause to be or paper make and lers ; they Is are not they may rized to bo n tracts for ler matters erally deal its of such Lieem most h Society ; red for the may here- liament of 1877. Building Societies^ Que. Cap. 50. 55 it its funds : Provided that such action of the Directors shall not have binding force until coutirmed at any general meeting of the shareholders of such Society, upon a vote of two-thirds of the capital stock repre- sented at such meeting ; notice being given of the proposed changes in the notice calling such a meeting, 3. The Directors may also, by by-law, when they deem it expe- dient to do so, either suspend for a limited time or until further notice, the right of converting accumulated temporary shares into pern anent shares, or may permit such conversion, or make it compulsory upon all the shareholders, on such conditions as they may determine : Provided always, that such by-law shall not have force and effect until it has been confirmed in the manner hereinbefore provided. 10. Any such Society may lend money to any person or persons or body corporate, without requiring any of such borrowers to become subscribere to the stock or members of the said Society : Provided always, that all borrowers from any such Society shall be subject to all the rules of such Society in force at the time of their becoming bor- rowers, but not to any other rules. 2. The Society may purchase hypothecs on immovable property, debentures of municipal corporations, school sections and school cor- porations, Dominion or Provincial stock or securities, and thev may re- sell any such securities as to them shall seem advisable, and for that pur- pose they may execute such assignments or other instruments as may be necessary for carrying the same into effect ; they may also make advan- ces to any person or persons or body corporate upon any of the above- mentioned securities, at such rates of discount or interest as may be agreed upon. 3. The principal money so advanced on hypothecs may be repaid by means of a sinking fund of not less than two per centum per annum, within such time as the Society shall direct and appoint, and as shall be specified in the deed of hypothec or of transfer of hypothec to be made of such immovable property. 4. The Society may also make loans to its members and others on the security of immovable property sold to the Society, with right of redemption on such conditions as may be agreed upon. 11. The Society may hold such immovable property as maj' be necessary for the transaction of their business, not exceeding in yearly value the sum of ten thousand dollars in all, or as, being hypothecated to them, may be acquired by them for the protection of their invest- ments, and may, from to time, sell, hypothecate, lease or otherwise dispose of the same : Provided always, that it shall be incumbent upon the Society to sell any immovable property acquired in satisfaction of any debt within seven years after it shall have fallen to them. 13. It shall be lawful for any such Society to receive money on deposit, and also for the Board of Directors of any such Society to issue debentures of such Society for such sums not being less than one hundred dollars, and in such currency as they may deem advisable, and payable in the Dominion of Canada, or elsewhere, not less than one B w^ 56 Cap. 50. Buildiny SoeiettM, Que. Vic. 40. I I year from tlie issue thereof, or to assif;!!, transfer or deposit, by way of pledge or otherM'ise, for tlie snins so borrowed, any of the Becurities or property of the Society, and cither with or witliont power f sale or other special provisions, as the Directors shall deem expedien , and the Society may receive money on depcjsit, for such periods and at such rate or interest as may be agreed uj)on, and money so received on de- posit shall, for the purposes of this Act, be deemed to be money bor- rowed by the Society . 2. The debentures of such Society may be in the form of Sched- ule B to this Act, or to the like effect. 3. And it shall be lawful for the Society to receive deposits from any person or persons whomsoever, whatever be his, her or their status or condition of life, and whether such person or persons be qualilied by law to enter into ordinary contracts or not ; and to ]>ay any part of or all the principal thereof, and the whole or any part of the interest thereon, to such person or persons respectively, without the authority, aid, assistance or intervention of any person or persons, official or officials being required, any law, usage or custom to the contrary not- withstanding : Provided always, that if the person making any deposit in the Society be not, by the existing laws of the Province of Quebec, authorized to do so, then the total amount of deposits made by such person shall not exceed the sum of two thousand dollars. 4. Every officer or other person appointed to any office under the Society, in any wise concerning the receipt of money, shall furnish security to the satisfaction of the Directors for the just and faithful execution of the duties of his office according to the rules of the Society ; and any person entrusted with the performance of any other service, may be required by the Directors to furnish similar security. 13> Provided always, — 1. That the Society shall not borrow money unless at least one hundred thousand dollars of its subscribed capital stock has been paid up. 2. That the Society shall not borrow money unless at least twenty per cent, of its subscribed capital stock has been paid up. 3. That if the Society l)orrow money solely on debentures or other securities, the aggregate amount of the sums so borrowed shall not at any time exceed four times the amount of its paid up and unimpaired capital, or the nominal amount of its subscribed capital, at the option of the Society ; 4. That if the Society borrow by way of de])08it, the aggregate amount of the sums so borrowed shall not at any time exceed the aggre- gate nount of its paid up capital and of its cash actually in hand, or deposited by the Society in any chartered bank or banks in Canada; 5. That if the Society boiTow money both by way of debentures or other securities, or by guarantee, as aforesaid, and also by way of deposit, then the aggi'egate amount of money deposits in the hands of the Society, together with the amount of debentures and other securities issued by it, as aforesaid, shall not at any time exceed the amount of the 1877. Building Societies, Que. Cap. 60. 67 principal moiievs remaining; unpaid on securities then liold by the Sooietv, nor Hhall it exceed the tlien actiudly mid up and unimpaired capital of the Society by more than one-third of sucn caj)ital ; but the amount of Cfwli then uctually in the liandH of the Society, or deposited by them in any chartered l)ank, or botli, sliall be (h'ducted from the ag^i^gate amount of the liabih'ties which the Society has then incurred, as above mentioned, in calcuhiting sucli aggri'gjite amou .t for tlie pur- poses of this sub-section ; 6. That no Building Society shall liave power to receive money on deposit, or issue debcHtures, imless upon the responsibility of its per- manent capital stock, and that no acuninlating shares, or shares liable to be withdrawn therefrom, shall authorize any such Society to receive deposits or issue debentures to any amount whatever. 14. No shareholder of any such Society shall be liable for or charged with the payment of any debt or demaiul due by such Society, or held to the payment thereof, beyond the Eum not paid up on his shares in the capital of such Society. 15. Such Society shall not bo bound to see to the execution of any trust, whether expressed, implied or constructive, to which any share or shares of its stock, or to which any deposit or any other moneys payable or in the hands of any such Society may be subject ; and tlie receipt of the party or parties in whose name any such sluu'e or shares or moneys stand in the books of the Society, shall, from time to time, be sufficient discharge to the Society for any ]iayTnent made in respect of such share or shares or moneys, notwithstanding any tnjst to which the same may be subject, and whether or not such Society has had notice of such trust ; and tlie Society shall not be bound to see to the application of the money paid upon such receipt. 16. It shall be lawful for the Society to unite, amalgamate and consolidate its stock, property, business and franchises with those of any other society incoi-porated or cliartered to transact a like business, and any other business in connection with such liusiness, or any build- ing, savings or loan company or society heretofore or hereafter incor- porated or chartered, or to purchase and acquire the assets of any such company or society, and to enter into all contracts and agreements therewith necessary to such union, amalgamation, consolidation, pur- chase or aquisition. IT. The D'**ectors oi the Society, and of any other such company or society, may enter into a joint agreeement under the corporate seals of each of the said corporations for the union, amalgamation or consol- idation of the said corporations, or for the purchase and aquisition, by the Society, of the assets of any other such company or society, prescrib- ing the terms and conditions thereof, the mode of carrying tne same into effect, the name of the new corporation, the number of the directors and other officers thereof, and who shall be the first directors and officers thereof, the manner of converting the capital stock of each of the said corporations into that of the new corporation, with suoli other details as they shall deem necessary to perfect such new organi- 58 Cap. 50. Bmldvny Sooietien, Que, 40 Tic. f zation, and tlie union, amalguniation and conHolidation of the said cor- porations, and tlio after mansigement and wori^mg tlmreof, — or tho terms aiui mode of payment for the ansets of any other «uch company or society purchaaed or acquired by tiie Socit^ty. \H» Such agreement shall be submitted to the shareliolders of each of tiie said coroorations at a meeting thereof to be held separately for the purj)ose of taking the same into consideration. Notice of the time and place of such meetings, and the ol)jeets thereof, shall l)e given by written or printed notices addressed to each shareholder of the said cor- porations respectively, at his last known post office address or place of residence, and also by a general notice to be published in a newspaper published at the chief place of business of such corjiorations, once a week, for six successive weeks. At such meetings of shareholders such agree- ment shall be considered, and a vote by biulot taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote, and the said ballots being cast in person or by proxy ; and if two-thirds of the votes of all the shareholders of such corporations shall be for the adoption of such agreement, then that fact shall be certified upon the said agreement, by the secretary of each of such corporations, under the corporate seals thereof ; and if the said agreement shall be so adopted at tne respective meetings of the shareholders of each of the said corpo- rations, the agreement so adopted and the said certificates thereon shall be filed in the office of the Secretary of State of Canada, and the said agreement shall thenceforth be taken and deemed to be the agreement and act of union, amalgamation and consolidation of the said corporar tions, or the agreement and deed of purchase and acquisition by the Society, of the assets of such company so selling, as the case may be, and a copy of such agi'cement so filed, and of the certificates thereon properly certified, shall be evidence of the existence of such new corpo- ration : Provided, nevertheless, that due proof of the foregoing facts shall be laid before the Governor in Council, and, if deemed expedient by the Governor in Council, letters patent shall be issued, and notice thereof duly published by the Secretary of State in the Canada Gazette, after which the new corporation may transact business. 19. Upon the making and perfecting of the said agreement and act of consolidation, as provided m the next preceding section, the sev- eral societies, parties thereto, shall be deemed and taken to be consoli- dated and to form one corporation by the name in the said agreement provided, with a common seal, and shall possess all the rights, privileges and franchises of each of such coi-porations. J80. Upon the consummation of such act of consolidation as afore- said, all and singular, the business, property, movable and immovable, and all rights and incidents appurtenant thereto, all stock, hypothecs or other securities, subscriptions and other debts, due on whatever accoimt, and other things in action belonging to such coi'porations or either of them, shall be taken or deemed to l)e transferred to and vested in such new corporation without further act or deed : Provided however, that all rights of creditors and liens upon the property of either of such cor- porations shall be unimpaired by such consoudation, and all debts, lia- 1877. Bidldiruj SooMties, Que. Cap. 60. 60 bilitioH uikI dutiert of either of the said corporations shall thenceforth attach to the now con)oration and be enforced iipainst it to the same extent as if the said debt>«, liabilities and dntics had been incurred or been contra ; tc n. 2l> The choice and removal of the Auditors of the Society, tlio dctennination iw to the remuneration of the Director and o fthe Audi- tors, shall be exercised at general meetings of the Society, and the audi- tors shall not necessarily be shareholders : Provided that in case of the death or failure to act of any such Auditor, the Directors may appoint an auditor in his place; and at all meetings of shareholders oi the Society the shareholders shall have one vote for each share held by them respectively. • ,i ... , , , 22« Such Society shall, on or before the -fifteenth day of Febniary in each year, transmit to the Minister of Finance a full and clear state- ment of their assets and liabilities on the day of the date thereof, and such statement shall contain, in addition to such other particulars as the Minister of Finance may require — ,, , . .,, , Ist, The amount of stock subscribed ; ■ • • i ,' i 2nd. The amount paid in upon such stock; . ^ . i t '■. • nl 3rd. The amount borrowed for the purposes of investments and the securities given therefor ; 4th. The amount invested and secured by hyi)othec8 ; 5th. The value of immovable property under hypothec; ',.■. .i.) 6th. The amount of hypothecs overdue and in default; n!'" • ■ 7th. The amount of hypothecs payable by instalments ; ' ' * 8th. The amount held as deposits : ' '' ,.'';' And such statement shall be attested by the oath, before some Jus- tice of the Peace, of two persons^ one being the President, Vice-Presi- dent, Manager or Secretary, and the other the Manager or Auditor of such Society, each of whom shall swear distinctly that he has such qual- ity or office as aforesaid, that he has had the means of verifying, and has verified the statement aforesaid, and found it to be exact and true in every particular; that the property under mortgage has been set down at its true value, to the best of his knowledge and belief, and that the amount of the shares, deposits, and debentures issued and outstand- ing, as he verily believes, is correct ; and such statement shall be pub- lished by the Minister of Finance, in such manner as he shall think most conducive to the public good : and for any neglect to transmit such statement in due course of post within five days after the day to which it is to be made up, such Society shall incur a penalty of one hundred dollars per diem y and if the same be not transmitted within one month after the said day, or if it shall appear by the statement that such Society is insolvent, the Minister of Finance may, by a notice in the III Mi ••III", I 60 Cap. 60. Building /Societies, Qtie. 40 Vic. Ccmada Gazette, declare the business of eucli Society to have ceased : and if the Minister of Finance shall, in any case, suspect any sucli state- ment £0 be wilfully false, he may depute some competent pereon to examine tl;e books and enquire into the affairs of such Society, and to report to him on oath ; and if by such report it shall appear that such statement was wilfully false, or that such Society is insolvent, or if the person so deputed shall report on oath that he has been refused such access to the books, or sucn infonnation as would enable him to make a sufficient report, the Minister of Finance may, by notice in the Canada Gazette, declare the business of such Sof;iety to have ceased ; but in any of the cases in which discretionary power is given to the Minister of Finance to declare the business of such Society to have ceased, he may before so doing; give notice to such Society, and afford the same an opportunity of making any explanation it may be advisable to make; and all expense attencJing such periodical statements, and the publication thereof, shall be borne by such Society. 23. Subsection one of the first section of chapter sixty nine of the Consolidated Statutes for Lower Canada, intituled " An Act respecting Building Societies," is hereby repealed, together with all other pro- visions of the said Act which are mcompatible with this Act. 24* This Act shall apply as well to societies now existing as to societies hereafter incorporated in the manner hereinbefore provided ; but it shall not be so construed as to prevent existing societies not hav- ing the capital required by this Act to continue their business and opera- tions : Provided however, that any such Society that has not already borrowed money either on deposit or debentures, or both, or otherwise, shall not be allowed to do so until its permanent capital is raised to the amount required by this Act, and in accordance with the provisions thereof, and that any such Society that has borrowed money already shall not from and after the passing of this Act, issue any more debentures, and shall not, from and after the first day of July, one thousand eight hundred and seventy-eight, if it is a Society existing in a city or in an incorporated town, and from and after the first day of July, one thou- sand eight hundred and seventy-nine if it is a Society existing elsewhere than in a city or incorporated town, borrow or receive money on deposit or otherwise, unless its permanent capital be raised to the amount re- quired by this Act, and according to the provisions thereof. SCHEDULE A. Public notice is hereby given that under the Act of the Parliament of Canada Victoria, chapter , (1877,) respecting JJuilding Societies, letters patent have been issued under the Great Seal of the Dominion of Canada, bearing date the day of incor- porating {h^re state names, address and calling of each corporator named in t/te letters patent) as a Building Society, by the name of 1877. Building Societies, Que. Cap. 50. 61 {Ji£re state the name of the Society^ as in the letters patent), with a total capital stock of dollars, {state here whether the stock is perina- nent or temporary, or how mttch thereof is permanent and how much temporary, as the case may he), divided into shares of dollars each. Dated at the office of the Secretary of State of Canada, this day of A.B. Secretary. SCHEDULE SCHEDULE B. Society. Debenture No. Transferable $ Under the authority of an Act of the Parliament of Canada Victoria, Chapter The President and Directors of the Society pi'omise to pay to or bearer the sum of dollars, on the day of , in the year of Our Lord One thousand eight hundred and at the Treasurer's office here, with interest at the rate of per cent, per annum, to be paid half-yearly on presentation of the proper coupon for the same as hereunto annexed, say on the day of , and the day of in each year at the office of the Treasurer here (or their agents in •) Dated at , the day of , 18 . For the President and Directors of the Society. CD. A.B. Secretary. COUPON. No. 1. $ ^'^-^ If -yearly dividend due of 18 Debenture No. issued by this Society on the day of , 18 for $ at annum, payable at the office of the Treasurer, at Society's agents .) For the President and Directora. . CD. ■ Secretary, r i ; ' . , 68 Cap. 48. Building Sooietiea, Que. CAP. XLVIII. 42 Vic. An Act to provide for the Liquidation of the affairs of Building Societies in the Province of Quebec. Sectloo. Section. Preamble. 1. Liquidation may be resolved upon at any general meeting after notice. Its effect, 2. Liquidators may then be appointed. 3. President. Quorum. Decision of ques tious. 4. Powers and duties of liquidators. PrO' viso. Realization assets, disposing of claims, &.C. 5. Division of amounts realized from sale of assets. How made and who l^ par- ticipate in, &c. 6. Members may be paid by transfer of claims. Effect of transfer. 7. As to payment of principal money due to the Society under obligations. 8. Provision when appropriations to r em- bers are payable by terms without in- terest. Proviso. As to amount paid as premiums for appropriation. ' 1 9. Liquidators to obey orders from meet- ings. And pay over on dismissal. 10. .Shareholders may authorize divisions in kind of the property of the Society. 11. Responsibility, remuneration and tenure of liquidator. Removal and filling va- cancies. 12. Interim and final reports of liquidators io meetings of shareholders, and disso- lution of Society at final meeting. Proviso, as to unknown creditors. Act of Quebec 35 V., c. 5, cited. 13. Cessation of fines. 14. Addresses of shareholders to be left at office. 15. Power to any fifteenth shareholders to call a special meeting for the purposes of this Act. 16 Limitation of application of Act, [Assented to 15th May. 1879.] WHEREAS a large number of persons of limited means have invested their earnings in Building Societies in the Province of Quebec, and on account of a long period of depression such persons are exposed to lose their earnings for want of means to continue the payment of their contributions, and it is expedient to come to their relief by providing a speedy and inexpensive mode of liquidating the affairs of snch societies in the said Province. Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows : — 1. Any Building Society in the Province of Quebec may, at any annual general meeting, or at any special general meeting, by a majority or two-thirds of the votes of the members present in person or by proxy at such meeting, — each member being entitled to one vote for every siiare then held by him, — adopt a resolution for the liquida tion of the society's affairs ; provided that public notice of such meeting, and of the proposal to liquidate to be made thereat, shall have been given at least fifteen days previously in a French newspaper and in an English newspaper in the locality ; and provided also that a special notice, containing tl same information as the public notice, shall have been sent by post to each member of the society at least fifteen days before such meet.ng ; and from and after the adoption of such resolution the society shall be deemed to be in liquidation. 2. Theshar eholdcrs may, at the same meeting, by a majority of the votes given, appoint three or five Liquidatorai who shall talce the place 1879. Building Societies, Que. Cap. 48 63 of the directors then in office, and shall be charged with the duty of liquidating the affairs of the society ; and any director then in office may be appointed a liquidator. 3« The liquidators shall elect one of their number to be their Presi- dent; and the majority of the liquidators shall form a quonim of the Board of Liquidators ; and every question shall be decided l)y the majority of the votes of the liquidators present at the meeting of tne board at which it is put to the vote ; and the President shall have a casting vote. 4. The liquidators shall have all the powers conferred, and be subject to all the obligations towards the shareholders imposed, by law and by the by-laws of the Society, upon the directors. Nevertheless the Society, •shall not transact any business except such as may be requisite for the purpose of accomplishing the liquidation ; and tlie liquidators shall pro- ceed with diligence to realize all the assets of the Society without any unnecessary sacrifice ; and to that end they may dispose, either by private sale or by auction, of the movable and immovable property of the Society, inehiding the debts due to it, and they may ':;oinpound and com- jiroraise with the Society's debtors, and do svhateve. diey may deem to be advisable in order to the liquidation of the 'affairs of the Society on the most advantageous terms. 5. After paying the Society's debts, the liquidators shall divide from time to time, and at such times as they shall decide themselvs, by way of dividend, what they have realized from the assets. This division shall be made proportionally to the amount paid in by each shareholder ; l»ut no shareholder in arrear on the pajanent of his calls shall be entitled to participate in the division so long as the other shareholders shall not have been reimbursed in full for the payn-ent to those calls which he shall have neglected to pay ; and every shareholder so in ai-rear shall be charged with interest at tlie rate of six per cent, per annum on the araoimt of his calls due and unpaid, and such interest shall diminish in ])roportion to the amount which shall be reimbursed to the other share- holders in respect of the same calls. , 6* In case it should be resolved to pay some of the membei's by means of transfers, of claims or moneys due to the Society, it shall be lawful for the liquidators to divide the debts due to the Society into several parts, and to transfer a part or parts to different members ; and the debtors of whose deb^s such tranfers may be made shall suffer such division and pay to the creditors so delegated; — provided, however, that no del)t sliall be divided into more then four parts, and that the debtor shall not not be bound to pay elsewhere than at his domicile, if he has any. where the debt was contracted ; and if he has no domicile, then he sliall be bound to pay at the domicile or elect domicile of the creditors in the place where the debt was contracted. •y. The principal money due under every obligation executed bv any shareholder m favour of the Society, the day of payment of which is undefined, or which is appointed to be paid on the extinction of any class, shall continue to become payable according to the terms of the obligation itself, and of the by-laws of the Society ; but moreover, the 64 Cap. 48. Building Societies, Que. 42 Vic. liquidators may, from time to time, exact on account of the principal moneys of such obligations the payment of such amounts as may be necessary for tlie purpose of placing the shareholders on a footing of ecpiality witli respect to the tinal result of the liquidation ; but such amounts shall not become payable imtil after a month's notice to the debtors. 8. In any society or societies where the appropriations obtained by members are repayable to the Society in payments extending over a term of years without interest, then the members having obtained any such appropriation or appropriations, and being bound by obligation or other- wise so to repay ttie same, shall pay to the said liquidators in addition to the principal sum or sums so received by them, and each of them a sum of money which shall be equivalent to interest at the rate of seven per centum per annum, for the time for which they and each of them sliall have had the use of the said principal sum or sums, or any portion thereof ; — the said amount so to be payable for interest to be computed from the time each of such members received the princi- pal sum of each appropriation up to the time that he shall have repaid it in full, and in such manner that he shall pay interest for the length of time he shall have had the said sum or sums and each or any portion thereof, on the said sum or sums or on the portion or portions thereof lie shall have had and not repaid as the ease may be. The total amount of the said interest having been so ascertained the said liquidators shall credit, on account thereof, the said debtor with the amount of weekly subscriptions ])aid in by him upon the subscription book on which he has obtained any such appropriation, up to the date of the liquidation of such society, and shall apportion the balance into payments to be made at such times as they may fix during and beyond the term grant- ed for the repayment of tlie principal sum of the said appropriation : provided always, that the said debtor shall not be obliged to pay in any one year, as such interest, any larger sum than the amount which, had the society continued in operation, he would have been bound to pay in such year as subscriptions on the subscription book, on which he obtain- ed such appropriation ; Ko amount paid by any member as premium or bomjs for the ob- taining of any appropriation shall be credited on account of or imputed in deduction of the said amount to be paid by him as interest, under the foregoing provisions. 9. The liquidator or liquidators shall give such security and shall receive such remuneration as may be deteniiined upon at a meeting of the shareholders, and shall be at all times bound to o))ey orders given to them by resolutions adopted at a regular meeting of the members, and may be dismissed at any such meeting ; and on their dismissal they they shall hand over all the assets of the society, as well as all its books and papers, to their successors, or to any person appointed by such meeting, under penalty of fifty dollars for every day of retention of any such assets, book or i)apers, — which penalty may be recovered by any "member of the society by civil action as a debt, and shall be enforce- able by imprisonment until paid. ini 1879. Building Societies, Que. Cap. 48. 65 10. The shareholders in general meeting assembled may authorize the division in kind of the ^vllole or a part of the property of the society, and also the payment in kind of the proportional amount accrumg to any shareholder in respect of his shares ; they may also authorize the sale in one lot of all the assets of the society, on such terms as they may sec fit ; they may also authorize the liquidators to purchase for the benefit of the society the rights of any shareholder, and to pay for the same either in money or in kind, — that is to say, with the property of the society. 11. The liquidaiors shall not be subject to any greater responsi- bility than the Directors of the Society are subject to by law and by the by-laws of the Society. Their remuneration shall be fixed by the shareholders in general meeting assembled, and they shall be bound to give such security as the shareholders may require. They shall be subject to instructions from the shareholders, in so far as the same may be compatible with the laws and with the by-laws of the society. They may be removed from office by the shareholders at any meeting, and replaced by others ; and in the case of any vacancy arising among them, either by death, refusal to act, incapacity, removal from office or other- wise, such vacancy shall be filled by the shai'cholders at any general meeting ; and until any such vacancy has been filled the liquidators remaining in office shall continue to exercise the same povver& ; but it shall be their duty to call, with all convenient speed, a meeting of the shareholders for the purpose of filling the vacancy. 13« The liquidators shall make a report of the state of the society's affairs to the shareholders at each annual general meeting, and at such other meetings as the shareholders may determine upon for that pur- pose ; and on the occasion of the nnal liquidation, the liquidators shall make a report to a final meeting of the shareholders, called for that purpose, whicli report shall bo subject to the approval of the meeting; and such meeting shaP then have power to dissolve the society and to surrender its cha.te., which shall thereupon expire and become null and void : and at such final meeting the shareholders may make such orders as they think fit with respect to the custody of the books, papers and records of the Society ; provided always that if there remain debts to be paid to unknown creditors, or to creditors to whom payment cannot be made, tlie liquidators shall deposit the amount in the hands of the Treiisurer of the Province of Quebec, under the authority of chapter five of the Acts of the Legislature of the Province of Quebec, passed in the thirty -fifth year of Iler Majesty's reign, inti- tuled "An Act respecting Judicial and other Deposits," and of the Acts amending the said Act, aiul shall, in so doing, comply with the formalities prescribed by the said Acts ; and the cliarter shall not be surrendered until after such deposit has been made. 18. No fine shall be incurred after the day on which liquidation is resolved upon. * 14. Every shareholder shall leave his address, in writing, at the Society's office ; and every special notice required by this Act shall be sent to such address ; and in case any shareholder neglects to conform 5 ■^ ^m 66 Oil]). 43. Inoorpovdtion hy Lpftcrs Patent. 40 Vic. .f to tlie above requirement, sucli notices sliall be addressed to him at his last known place of residence, and if there is none such, then at the place where the Society has its princii d office or place of business. 15. Any fifteen shareholders of any Building Society in the Province of Quebec shall have power to call a special general meeting of the shareholders thereof for the purposes of this Act, by giving public notice thereof in conformity with the first section of this Act. 16. ing Society, ii sucn snares are an pa stock, imless three-fourths of the members present at a meeting held for the j)urpo8e of liquidating agree to liquidate. This Act shall not apply to permanent shares of any Build- ty, if such shares are all paid and converted into unredeemable CHAP. XLIII. An Act to amend the law respecting the Incorporation of Joint Stock Companies by Letters Patent. I. 2. Section. Preamble. Short title. Interpretation of the words : Company, Undertaking, Loan Company, Real Estate, Shareholder, Manager. Companies formed for certain purposes may be incorporated by letters patent. Exception. Notice to be given in the Canada Gazette, and what it shall contain :— name ; purposes; chief place of business ; cap- ital ; shares ; names, &c., of appli- cants. Petition for letters patent ; what it shall contain ; a certain amount of stock must be taken ; and a certain amount paid-up thereon. Disposal of amount paid-up. Certain provisions may be inserted in patent. Preliminary conditions to be established ; proof of facts asserted. Facts to be recited in letters patent. Governor may give another corporate name. Notice of issuing letters patent. General corporate powers of ..vch com- panies. Governor may change name by sujiple- mentary patent. 12. Company may obtain change of name. 13. Change not toaftect rights or obligations. Company may authorize Directors to apply for extension of powers. Application by Directors. Notice in Gazette. Proof to he furnished to Secretary of State. 37 V , c. 37. 7- 8. 9- 10. II. 14. '5- 16. Hoelion. 17. Grant of supplemenary ])atent. Notice in Gazette. 18. By-law for increase or decrease of num- ber of Directors ; when to be valid. 19. Subdivision of shares. 20. Increase of capital. By-law for that purpose. 21. Reduction of capital ; proviso as to loan companies. By-law for that purpose. 22. .Such by-law to be approved l)y share- holders and confirmed by supplemen- tary letters patent. Lialiility to credi- tors not affected. 23. Petition for supplementary letters patent to confirm by-law. By-law, etc., to be jiroduced with petition. Evidence may l)e taken and kept by Secretary of State. 24. Granting of supplementary letters pa- tent ; notice : effect of such letters patent. 25. Powers given to the company to be sub- ject to this Act. 26. Board of Directors. 27. Provisional Directors. 28. Qualifications of after Directors ; resi- dence. 29. Election of Directors. 30. Mode and times of election. Yearly. N'''". Votes; proxies; all calls mui, have been paid ; majority to de- cide ; casting vote. Ballot. V.acan- cies, how filled. President and Vice- President ; officers. 31. Failure to elect Directors, how remedied. 32. Powers and duties of Directors ; stoi '; ; dividend ; Directors and officers ; meet- ings ; fines ; general powers ; con- m 1877. Incofj)orati'mi by Letterf* Patent. Cap. 43. 07 33- 34- 35- 36. 37- 38. 39- 40. 41. 42. 43- 44. 45- 46. 47- 48. 49- SO. 51- 52. 53- 54- 55- 56. 57. 58. 59. 60. 61. 62. 63. 64. 65- 66. 67, firmation of by-laws ; proviso : speci.il general meetings ; proviso : confirma- tion of by-laws for sale of stock below par, etc. Evidence of by-laws. Stock deemed personal estate. Allotment of stock. Reference book to be kept and what to contain. Copy of letters patent, by- laws, etc. Names of shareholders. Address. Number of shares. Amounts paid, etc. Names, etc., of Directors. Register of transfers. Books to be open for inspection and taking extracts therefiom. Forfeiture for neglect. Books to h^ prima facie evidence. Penalty for false entries. Transfer of shares valid only after entry. Liabilities of Directors as regards trans- fers of shares in certain cases ; how only a Director may tivoid liability. Provision when shares are transmitted otherwise than by transfer ; order of Court may be oiitained on application ; proviso : notice of application ; pro- viso as to costs. Restriction as to transfer. As to transfer by debtor to Company. Transfer by personal representative. Liability of shareholders ; when to ac crue. Limited to amount unpaid on stock. Trustees, etc., not personally liable. But entitled to vote. Company not to be liable in respect of trusts, etc. Calling in of moneys unpaid on shares. Interest on calls overdue. Payment in advance on shares ; interest allowed. Forfeiture of shares for non-payment of calls ; proviso : liability of holders continued. Enforcement of payment by calls by action ; what only need be alleged and proved and how. Directors indemnified in suits, etc., against the Company ; except by their own neglect or default. Dividends not to impair capital. Debts to Company may be deducted from. Officers and agencies of the C mpany in Canada. Service of process on Company. Use of common seal dispensed with in certain cases. Service of notices upon members. Service of notice by post. Acts of Company's attorney valid. Contracts, etc., when to be binding on Company ; proviso : not to issue paper money. Liability of Directors declaring a divi- dend when Company is insolvent, etc.; how directors may avoid liability. 68. No loan l)y Company to shareholders, except by loan companies, liability of Directors. 69. Liability of Directors for wages ; limi- tation of suits, etc. 70. Actions between Company and share- holders. 71. Mode of incorporation, etc., how to be set forth in legal proceedings ; proof of incorporation. 72. Forfeiture of charter for non-user. 73. Company subject to future legislation. 74. Fees on letters patent, etc., to be fixed by Governor-m-Council. Amount of fees may be varied. Must be paid before action taken. 7-,. Winding up Acts to apply. 76. Proofs may lie by declaration or affidavit. 77. Certain informalities not to invalidate letters patent. 78. Word " limited " to be inserted after name of Company on all notices, etc, 79. Penalty for contnavention of preceding section ; penalty on Directors or offi- cers using or authorizing use of seal without "limited " on it. 80. f]xisting companies may apply for char- ters under this Act ; effect of such charters. 81. Subsisting companies may apply for charters with extended powers. 82. Provisions touching supplementary letters patent to apply. 83. Shares to be paid in cash, except under sub-sec. 5 of sec. 5, or special contract, 84. Prospectus, etc., to specify contracts entered into by Company, with promo- ters, directojs, etc., thereof ; or be deemed fraudulent. 85. Issue of bonds, etc., by Company ; pro- viso : limiting amount to be borrowed; further proviso. 86. Agencies in United Kingdom. 87. Full statement of affairs at each meet- ing for elections. 88. Shares. 89. Powers and business of the Company ; making loans and on what securities ; powers incident to such loans, and en- forcing payment thereof ; capital may be employed for such purposes. 90. Company may act as agents and lend money, and recover the same either on their own behalf or as agents for others; powers as such ; a^d may guarantee repayment if they see fit ; money of which repayment is guaranteed, to be deemed borrowed. 91. Borrowing powers of Company and se- curity to be given by it ; may issue de- bentures, bonds, etc., for not less than $100 or £'zo each. 92. Compan" may receive moneys on depo- sit ; to ■» deemed borrowed. 93. Provisions and limitations as to borrow- ing powers. Amount borrowed by de- posit limited. If the Company borrows ■I M 08 Ca]>. 43. Incorp&rathm hy Letters Patent. 40 Vic. \\ solely on debentures, etc. If it borrows in both ways ; proviso .is to cash in hand. Proviso as to companies now incorporated, 94. Not to purchase slock in other com- panies, 95. Power to hold real estate ; proviso as t(, such estate not held for Company's own use. 96. Coni|)any may char^je commission. 97. What interest Company may recover proviso as to fines. 98. Register of securities. 99. Company may unite with any other like Company. 100. Agreement for such union how made, etc., and what to provide, loi. Must be approve- lieh to the satisfaction of the Secretary of State, or of sucli other officer as may be charged by the Governor-in-Council to report thereon, the sufficiency of their notice and petition, and the truth and sufficiency of the facts therein set forth, and tjiat the proposed name is not the name of any other known incorporated or unincorporated Company ; and to that end, the Secretary of State, or such other officer, shall take and keej) ol record any requisite evidence in writing, by solemn declara- tion, under the Act thirty-seventh Victoria (1874), chapter thirty-seven, intituled ' J*r, Act for the Supmesaion of Voluntary and Extra- judicial Oathsy'^ or by oath or affirmation. 7. The letters patent shall recite such of the established averments of the notice and petition, as to the Governor may seem expedient. 8. The Governor may, if he think tit, give to the Company a corporate name, different from that proposed by the applicants in their published notice, if the latter is objectionable. 9* Notice of the granting of the letters patent shall be forthwith given by the Secretary of State, in the Canada Gazette, in the form of the Schedule A, appended to this Act ; and thereupon, from the date of the letters patent, the persons therein named, and their succes- sors, shall be a body corporate and politic by the name mentioned therein. 10« Subject to the special provisions herein contained respecting loan companies, every Company so incorporated may acquire, hold, sell and convey any real estate, requisite for the carrying on of the under- taking of such Company, and shall forthwitli become and be invested with all property and rights, real and personal, theretofore held by or for it under any trust created with a view to its incorporation, and with all the powers, privileges and immunities requisite or incidental to the carrying on of its undertaking, as if it were incorporated by a special Act of rarliament, embodying the provisions of this Act and of the letters patent. 11. In case it should be made to appear, to the satisfaction of the Governor in Council, that the name of any Company (whether given by the original or by supplementary letters patent or on amalgamation) incorporate under the provisions of this Act, is the same as the name oi an existing incorporated or unincorporated Company, or so similar thereto as to be liable to be confounded therewith, it shall be lawful for the Governor in Council to direct the issue of supplementary letters patent, reciting the former letters and changing the name of tne Com- pany to some other name to be set forth in the supplementary letters patent. 1S« When a Company incorporated under the provisions of this Act, is desirous of adopting am)ther name, the Governor in Council, upon being satislied that the change desired is not for any improper purpose, may direct the issue of supplementary letters patent reciting the former letters and changing the name of the company to some other name, to be set forth in the supplementary letters patent. 1 1877. Incm'pmuUlon hy Letttrn Patent. (Jap. 43. 71 18« N^o altcratiou of itH name under tlie two hiHt preceding scc- tionfl Hhall atfeet tlie rights or ohligations of tlie {\)nn)any, and all pro ceedings may be continued or coinmenced by or agaiiiHt the Conipaiiy by its new name that might have; been continued or coimnenced by or against the Company by its former name. 14* The Company may from time to time, l)y a resolution passed Iw a vote of at least two-thirds in value of tlie total shareholders of the Cfornpany, at a special general meeting called for the pui*})08e, authorize the Directors to apply for supplementary letters patent extending the powers of the Company to such othei* purposes or objects, witliin the purview of this Act, as may be defined in tlie resolution 15. The Directors may, at any time within six months after the passing of any such resolution, petition the (lovemor, through the Sec- retary of State of Canada, for the issue of such supplementary letters patent ; 2. The applicants for such supjilcmentary letters patent must give at least one month's pre\aous notice in the Cnufuhi Gazette of their in- tention to apply for the same, stating therein the purposes or objects to which it is desired to extend the i)owers of the Company. 16* Before such supplementary letters patent are issued, the ap- plicants must establish to tlie satisfaction of the Secretary of State or of such other officer as may charged by the Governor in (Council to report thereon, the due passing of tlie resolution authorizing the application and the sufficiency of their notice and petition ; and to that end the Se- cretary of State or such other officer, shall take and keep of record any requisite evidence, in writing, by solemn declaration under the Act thirty-seventh Victoria, (1874), chapter thirty-seven, above mentioned, or by oath or aflSrmation. IT* Upon due proof so made, the Governor in Council may grant supplementary letters patent u' " • the great seal, extending the powers of tlie Company to all or any ol the objects defined in the resolution ; and notice tliereof shall be lorthwith given by the Secretary of State, in the Canada Gazette^ in the form Schedule C, appended to this Act; and thereupon, from the date of the supplementary letters patent, the undertaking of the Company shall extend to and include the other pur- poses or objects set out in the supplementary letters patent as fully as if such other purposes or objects were mentioned in the original letters patent. IS. The Company may. by by-law, increase to not more than fif- teen, or decrease to not less than three, the numlier of its directors, or change the Company's chief place of business in ('anada ; jirovided that no by-law for eitiier of the said purposes shall be valid or acted upon unless it be sanctioned by a vote of not less than two-thirds in value of the shareholders present in person or represented by proxy, at a general meeting duly called for considering the by-law, nor until a copy of such by-law, certified imder the seal of the Company, has been deposited with the Secretary of State, and haw also been published in the Canada Gazette. I 72 Cap. m. Ineoi'pm'ation hy jA'tUrs Patent. 40 Vic. I 19. Tlie Directors of the Company, other than a Loan Company, may at any time make a hy-law Huhdividinj^ the existing shares into shares of a smaller amoimt. 20. The Directors of the Comijaiiy, at any time after the whole capital stock of the roinpany shiilf have heen taken up and tlfty per cent, tliereon paid in, hut not sooner, may iiiak(! a hv-law for increasing the capital stock of the Company to any amount wliich they may con- sider requisite in order to the due carrying out of the objects of tlio Com- pany : 2. Such by-hiw shall declare the mnnber of the sliares of tlio new stock ; and may prescribe the manner in which the same shall be allotted ; and m default of its so d<»ing, the control of such allotment shall ho held to vest absolutely in the Directors. 31. The Directors of the Company, at any time, may make a by- law for decreasing the capital stock of the Company to any amount which they may consider sufiicient in order to the due carrying out of the undertaking of the Company, and advisable : Provided that the capital stock of a loan Company shall never be decreased to lees than one hundred tliousand dollars : 2. Such by-law shall declare the number and value of the shares of the stock as so decreased, and the allotment thereof, or the rule or rules by which the same shall be made. 22* But no by-law for increasing or decreasing the capital stock of the Company, or subdividing the shares, shall have any force or effect whatever, until after it shall have been sanctioned by a vote of not less than two-thirds in value of all the shareholdoi's of the Com- pany, at a general meeting of the Company dxdy called for considering the same, and afterwards confirmed by supplementary letters patent. 2. The liability of shareholders to persons who were, at the time of the reduction of the capital, creditors of the Couipany, shall remain as though the capital had not been decreased. 23« At any time not more than six months after such sanction of e\ich by-law, the Directoi-s may petition the Governor, through the Secretary of State, for the issue of supi)lementary letters patent to confirm the same : 2. With such petition they must produce a copy of such by-law, under the seal of the Com]mny, and signed by the President, Vice- i^resident or Secretary, and establish to the satisfaction of the Secretary of State, or of such other officer as may be charged by the Governor- in-Council, to report thereon, the due passage and sanction of such by- law, and the bond fide character and expediency of the increase or decrease of capital or subdivision of shares thereby provided for ; 3. And to that end the Secietary of State, or such officer, shall take and keep of record any requisite evidence in writing, by solemn declaration as above mentioned, oath or affirmation. 24* Upon due proof so made, the Govemor-in-Council ma-y grant such supplementary letters patent under the great seal ; and notice "1 1877. Incorporation hy Letters Patent. Ca]). 43. 73 thereof shall bo forthwith given by the Secretary of State in the Canada Gazette, in the form of Sclicdule B, appended to tliie Act : and thereupon, from the date of the 8Uj)plementary letters patent, the capi- tal stock of the Company shall be and remain increased or decreased, and the shares shall bo subdivided, as the case may bo, to the amount, in the manner and subject to the conditions sot forth by such by-law ; and the whole of the stock, as so increased or decreased, shall become subject to the provisions of this Act, in like manner (so far as may be) iis thongh every part thereof had been or formed part of the stock of the Company originally subscribed. 39> All powers given to the Company by the letters natent or supplementary letters patent shall bo exorcised, subject to tno provi- sions and restrictions contained in this Act. 2B* The affairs of the Company sliall bo managed by a Board of not less tlian three nor more than fifteen Directors. JIT* The persons named sis such, in the letters patent, shall be the Directors of the Company, until replaced by others duly appointed in their stead. 28. No person shall be elected or appointed as a Director there- after, unless he is a shareholder, owning stock absolutely in his own right, and to the amount required by the by-laws of the Company, and not in arrear in respect of any call thereon ; and the major part of the Directors of the Company shall, at all times, be persons resident in Canada. 39. Directors of the Company shall bo elected by the share- holders, in general meeting of the Company assoinbled, at some place within the Dominion of Canada, at such times, in such wise, ana for such term, not exceeding two years, as the letters patent, or (in default thereof) the by-laws of tne Company, may prescribe. 30. In defaulu only of other express provisions in such behalf, by the letters patent or by-laws of the Company, — 1. Such election shall take place yearly, — all the members of the Board retiring, and (if otherwise qualified) being eligible for re- election : 2. Notice- of the time and place for holding general meetings of the Company shall be given at least twenty-one days previously thereto, in some newspaper published in or as near as may be to the place where the chief office or place of business of the Company is situate : 3. At all general meetings of the Company, each shareholder shall be entitled to give one vote for each share then hold by him : such votes may be given in person or by proxy, — the holder of any such proxy bemg himself a shareholder ; but no shareholder shall be entitled, either in person or by proxy, to vote at any meeting unless he shall have paid all the calls upon all the shares held by him. All ques- tions proposed for the consideration of the shareholders shall be deter- mined by the majority of votes, — the Chairman presiding at such meeting having the casting vote in case of an equality of votes: ^^h .1 74 Cap. 43. Incorjywation hy Letters Patent. 30 Vic. f 4. Elections of Directors shall be by ballot : 5. Vacancies occurring in the Board of Director may be filled for the unexpired remainder of the term, by the Board, from among the qualified shareholders of the Company : 6. The Directors shall, from time to time, elect from among them- selves a President and, if they see fit, a Vice-President of the Company ; and may also name all other officers thereof. 31* If, at any time, an election of Directors be not made, or do not take effect at the proper time, the Companj' shall not be held to be thereby dissolved ; but such election may take place at any general meeting of the Company duly called for that purpose ; and the retir- ing Directors shall continue in office until their successors are elected. 33* The Directors of the Company shall have full power in all tilings to administer the affairs of the Company, and to make or cause to l)e made for the Company, any description of contract which the Company may by law enter into ; and may, from time to time, make by-laws not contrary to law, nor to the letters patent of the Company, nor to this Act, to regulate the allotment of stock, the making of calls thereon, the payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of for- feited stock and of the proceeds thereof, the transfer of stock, the declaration and payment of dividends, the nvrber of the Directors, their tjrm of service, the amount of their stock qualification, the ap- pointment, functions, duties and removal of all agents, officers, and servants of the Company, the securit'- to be given by them to the Company, their remuneration and that (if any) of the Directors, the time at which, and place where the annual meetings of the Company shall be held, the calling of meetings, regular and special, of the Board of Directors and of the Company, the quorum, the requirements as to proxies, and the procedure in all things at such meetings, the impo- sition and recovery of all penalties and forfeitures admitting of regula- tion by by-law, and the conduct in all other particulars of the affairs of the Company ; and may, from time to time, repeal, amend or re-enact the same : but every such by-law, and every repeal, amendrr.ent or re-enactment thereof, unless in the meantime confirmed at a general meeting of the Company, duly called for that purpose, shall only have force until the next annual meeting of the Company, and in default of confirmation thereat, shall, at and from that time only, cease to have force : Provided always, that one-fourth part in value of the share- holders of the Company shall, at all times, have the right to call a special meeting thereof for the transaction of any business specified in such written requisition and notice as they may issue to that effect : Provided also, that no by-law for the issue, allotment or sale of any portion of the unissued stock at any greater discount or at any less premium than what has been previously authorized at a general meet- mg, or for the payment of the President or any Director shall be ^alid or acted upon until the same has been confirmed at a general meeting. 33« A copy of any by-law of the Company, under their seal, and purporting to be signed by any officer of the Company, shall be received 1877. imorporation, by Letters Patent. Cap. 43. 76 ai5 against any shareholder of the Company as jirimd facie evidence of such by-law in all courts in Canada, 34. The stock of the Company shall be deemed personal estate, and shall be transmissible as such and shall be transferable, in such manner only, and subject to all such conditions and restrictions as, by this Act or by the letters patent or by-laws of the Company, are or shall be prescribed. 35« If the letters patent, or the supplementary letters patent make no other definite provision, the stock of the Company, or any in- creased amount thereof, so far as it is not allotted thereby, shall be allotted when and as the Directors, by by-law may ordain. 36. The Company shall cause a book or books to be kept by the Secretary, or by some other officer especially charged with that duty, wherein shall be kept recorded — 1. A copy of the letters patent incorporating the Company, and of any supplementary letters patent, and of all by-laws thereof ; 2. The names, alphabetically arranged, of all persons who are or have been shareholders ; ' 3. The address alid calling of every such person, while such shareholder ; 4. The number of shares of stock held by each shareholder : .5. The amounts paid in and remaining unpaid, respectively, on the stock of each shareholder ; 6. The names, addresses and calling of all persons who are or have been Directors of the Company, with the several dates at which each became or ceased to be such Director : 7. A book called the Register of Transfers nhall be provided, and in such book shall be entered the particulars of every transfer of shares in the capital of the Company. 37. Such books shall, during reasonable business hours of every day, except Sundays and holidays, be kept open for the inspection of shareholders and creditors of the Company, and their personal repre- sentatives, at the office or chief place of business of the Company ; and b/ery such shareholder, creditor or representative may make extracts therefrom. 38. Every Company neglecting to keep such book or books as aforesaid, shall forfeit its corporate rights. 39. Such books shall be prima ^facie evidence of all facts pur- porting to be thereby stated, in any suit or proceeding against the Company or against any shareholder. 40. Every Director, officer or servant of the Companv, who kncv/ingly makes or assists to make any untrue entry in any such book, or who refuses or wilfully neglects to make any proper entry therein, or to exhibit the same, or to allow the same to be inspected and extracts to be taken therefrom, is guilty of a misdemeanor. 41. No transfer of shares, unless made by sale under execution, or under the decree, order or judgment of some competent court in that J II !'' i, 76 Cap, 43. Incorporation by Letters Patent. 40 Vic. behalf, shall be valid for any purpose whatever, save only as exhibiting the rights of the parties dicreto tovsrards each other, and as rendering the transferee liable ad interim, jointly and severally with the trans- ferrer to the Company and their creditors,— until the entry thereof has been duly made in such book as aforesaid. 42. No transfer of shares whereof the whole amount has not been paid in shall be made without the consent of the Directors ; and when- ever any transfer of shares not fully paid in has been made with such consent to a person being apparently of insufficient means to fully pay up Buch shares, the Directors, jointly and severally, shall be liable to the creditors of the Company, in the same manner and to the same ex- tent as the transferring shareholder, but for such transfer, would have been ; but if any Director present when any such transfer is allowed, do for^'hwith, or if any Director then absent, do within twenty-four hours after he shall have become aware thereof and able so to do, enter on the minute book of the Board of Directors his protest against the same, and do within eight days thereafter publish such protest in at least one newspaper published at, or as near as may be possible to, the off ce or chief place of business of the Company, such Director- may the jy, and not otherwise, exonerate himself from such liability. 43« Whenever the interest in any share or shares of the capital stock of the Company shall be transmitted by the death of any share- holder or otherwise, or whenever the ownership of or legal right of possession in any such share or shares shall change by any lawful means other than by transfer, according to the provisions of this Act, and the Directors of the Company shall entertain reasonable doubts as to the legality of any claim to and iipon such share or shares of stock, — then, and in such case, it shall be lawful for the Company to make and file in one of the Superior Courts of law or equity, in. the Province in which the head office of the Company is situated, a declara- tion and petition in writing, addressed to the justices of the court, set- ting forth the facts and the number of shares previously belonging to the party in whose name such shares stand in the books of the Com- piny, and praying for an order or judgment adjudicating and awai'ding the said shares to the party or parties legally entitled to the same, — ard by which order or judgment the Company shall be guided and held fully harmless and indemnified and released from all and every other claun for the said shares or arising therefrom; Provided always, that notice of such petition shall be given to the party claiming such share or shares, or to the attorney of such party duly authorized for the purpose, who shall, upon the filing of such petition, establish his right to the several shares referred to in such petition ; and the delays to plead and all other proceedings in such cases shall be the same as those observed in analogous cr> ,es before the said superior courts ; Pro- vided also that the costs and expenses of procuring such order and adjudication shall be paid by the party or parties to whom tlie said shares shall be declarecl lawfully to belong ; and such shares shall not be transferred until such costs and expenses be paid, saving the re- course of such party against any party contesting his right. 1877. Ineorpwation hy Letters Patent. Cap. 43, 77 44. No share shall he trausferahlo until all previous calls thereon have been fully paid up. 45. The Directors may decline to register any transfer of shares ])elonging to any member who is indebted to the Company. 46. Any transfer of the share or other interest of a deceased meml)er, made by his personal representative, shall, notwithetanding such ])ersonal representative may not himself be a member, be of the same validity as if he had been a member at the time of his execution of the instrument of transfer. 47. Each shareholder, until the whole amount of his shares has been paid up, shall be individually liable to the creditors of the Com- iiny to an amount equal to that not paid up thereon ; but shall not be ])liabletoan action therefor by any creditor, before an execution against the Company has been returned unsatisfied in whole or part; and the amount due on such execution, not exceeding the amount unpaid on his shares, as aforesaid, shall be the amount recoverable, with costs, against such shareholder, and any amount so recoverable, being paid by the shareholder, shall be taken as paid on his shares. 4S. The shareholders of tliC Company shall not, as such, be held responsible for any act, default, or liability whatsoever of the Com- pany, or for any engagement, claim, payment, loss, injury, transaction, matter or thing whatsoever, relating to or connected with the Com- pany, beyond the amount unpaid on their respective shares in the capi- tal stock thereof, subject to the provisions of the next preceding section. 40. No person holding stock in the Company as an executor, administrator, tutor, curator, guardian or trustee, shall be personally subject to liability as a shareholder ; })ut the estates and funds in the hands of such person, shall be liable in like manner, and to the same extent, as the testator, or intestate, or the minor, ward or interdicted person, or \e person interested in such trust fund would be, if living and competent to act and holding such stock in his own name ; and no person holding such stock as collateral security, shall be personally subject to such liability ; but the person pledging such stocK shall be considered as holding the same and shall be liable as a shareholder accordingly. 50. Every such executor, administrator, curator, guardian or trustee, shall represent the stock in his hands, at all meetings of the Company, and may vote accordingly as a shareholder ; and every per- son who pledges his stock may nevertheless represent the same at all such meetings, and may vote accordingly as a shareholder. 51. The Company shall not be bound to see to the execution of any trust, whether express implied or constructive, in respect of any share ; and the receipt of the shareholder in whose name the same may stand in the books of the Company, shall be a valid and binding discharge to the Company for any dividend or money payable in respect of such share, : wn i -Jl; 78 Cap. 43. fncorporation hy Lettern Patent. 40 Vic. and whether or not notice of such trust has been given to the Company ; and tlie Company shall not be bound to see to the application of the money paid upon such receipt. 53. The Directors may, from time to time, make such calls upon the members in respect of all moneys unpaid upon their respective shares, as they shall think fit, at such times and places and in such payments or instalments as the letters patent, or this Act, or the by- laws of the Company may require or allow. 53. A call shall be deemed to have been made at the time when the resolution of the Dii-ectors authorizing such call v/as passed ; and if a shareholder fails to pay any call due from him, before or on the day appointed for the payment thereof, he shall be liable to pay interest for the same, at the rate of six per cent, per annum, from the day ap- pointed for payment to the time of actual payment thereof. 54. The Directors may, if they think fit, receive from any member willing to advance the same, all, or any part of the amounts due on the shares held by such member, beyond the sums then actually called for ; and upon the moneys so paid in advance, or so much thereof as shall, from time to time, exceed the amount of the calls then made upon the shares in respect of which such advance shall be made, the Company may pay interest at such rate, not exceeding eight per cent, per annum, as the member paying such sum in advance and the Direct- ors shall agree upon. 55. If, after such demand or notice as, by the letters patent or by-laws of the Company, may be prescribed, any call made upon any share or shares be not paid within such time as, by letters patent or by-laws, may be limited in that behalf, the Directors, in their discre- tion, by vote to that effect duly recorded in their minutes, m^y sum- marily declare forfeited any shares whereupon such payment is not made, and the same shall thereupon become the property of the Com- pany and may be disposed of as, by the by-laws of the Company or otherwise, they may ordain ; but notwithstanding such forfeiture, the holder of such shares at the time of forfeiture shall continue liable to the then creditors of the Company for the full amount unpaid on such shares at the time of forfeiture less any sums which may have been subsecjuently received by the Company in respect thereof. 5tt. The Company may, if they see fit, instead of declaring for- feited any share or shares, enforce payment of all calls and interest thereon, by action in any competent court ; and in such action it shall not be necessary to set forth the special matter, but it shall be sufficient to delare that the defendant is a holder of one share or more, stating the number of shares, and is indebted in the sum of money to which tlie calls in arrear amount, in respect of one call or more upon one share or more, rstatingthe immber of calls and the amount of each,) whereby an action hath accrued to the company under this Act ; and a certifi- cate under tlair seal, ami purporting to be signed by any officer of the Company, to the effect that the defendant is a shareholder, that such 1877. Incorporation hy Letters Patent. Ca]>. 43. 79 call or calls lias or have been made, and that so much is due by him and unpaid thereon, shall be receired as against the defendant in all courts {\& primd facie evidence to that effect. 57- Every Director of the Company, and his heirs, executors and administrators and estate and effects respectively may, witlithe consentof tlie Company, given at any general meeting thereof, from time to time, and at all times, be indenmiHed and saved harmless out of the funds of the Company,' from and against all costs, charges and expenses whatsoever which he shall or may sustain or incur in or about any ac- tion, suit or proceeding which shall be brought, commenced or prose- cuted against him, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execu- tion of the duties of his oflice ; and also from and against all other costs, charges and expenses which he shall sustain or incur, in or about, or in relation to the affairs thereof, except such costs, charges or ex- penses as shall be occasioned by his own wilful neglect or default. 5H. The Company shall not make any dividend whereby their capital will be, in any degree, reduced. 50. The Directors may deduct from the dividends payable to any member all such sums of money as may be due from him to the Com- pany, on account of calls or otherwise. 60. The Company shall, at all times, have an office in the city or town in which their chief place of business shall be, which shall be the legal domicile of the Company in Canada ; and notice of the situation of that office and of any change thei-ein shall be advertised in the Canada Gazette : and they may establish such other offices and agen- cies elsewhere in the Dominion of Canada, as they may deem ex- pedient. 61. Any summons, notice, order or other process or document required to be served upon the Company, may be served by leaving the same at the said office in the city or towji in which their chief pliice of business may be, with any grown person in the employ of the Company, oi oi\ the President or Secretary of the Company, or by leaving the same at the domic'le of either of them, or with any grown person of his family or in his employ ; or if the Company have no known office or chief place of business, and have no known President or Secretary, then the court may order such publication jis it may deem requisite to be made in the premises and such publication shall be held to be due service upon the Company. 62* Any summons, notice, order or proceeding requiring authen- tication by the Company may be signed by any Director, manager, or other authorized officer of the Company, and need not be under the I'ommon seal of the Company ; and the same may be in writing or in print, or partly in writing and partly in print. 68. Notices i^qniring to be served] by the Companj' upon the members, may be served either personally or by sending them through the post, in registered lettere, ad-'ressed to the members at their places of abode as appearing on the books of the Company. ■': 'll m Pi 80 Cap, 43. fncorporatimi hy Letters Patent. 40 Vic. I 64, A notice or otlier document served by post by the Com- pany on a member, sliall be taken as served at the time wlien tlie regis- tered letter containing it would be delivered in the ordinary course of post ; to prove the fact and time of sei'vice it shall be sufficient to prove that such letter was properly addressed and registered, and was put into the post office, and the time when it was in, and the time requi- site for its delivery in the ordinary course of post, tt5. Every deed whicli any })ers<)n, lawfully empowered in that behalf l)y the (V)mpany as their attorney, signs on behalf of the Com- pany, and seals witli his seal, shall be l)inding on the Company and have the same.eifect as if it was under the connnon seal of the Com- pany. 66. Every contract, agreement, engagement or bargam made, and every bill of exchange d iwn, accepted or endorsed, and every promis- sory note and cheque made, drawn or endorsed on behalf of the C^om- pany, by any agent, officer or servant of the Company, in genei'al ac- cordance with his powers as such under the by-laws of the (/Ompany, shall be binding nj)on the CV^mpany ; and in no case shall it l)e necessa- ry to have the seal of the ('Onq)any affixed to any such contract, agree- ment engagement, bargain, bill of exchange, promissor}^ note or cheque, or to prove that the same was made, drawn, accepted or endorsed, as the case may be, inpursance of any by-law or special vote or order; nor shall the party no acting as agent, officer or servant of the Company be thereby subjected individually to any liability whatsoever to any third par- ty therefor : Provided always, that nothing in this Act shall be constructed to authorize the Company to issue any note payable to the bearer there- of, or any promissory note intended to be circulated as money, or as the note of a bank, or to engage in the business of banking or insurance, 67. If the Directors of the Company deelai-e and pay any divi- dend when the Company is insolvent, or any dividend the payment of which renders the Conqiany insolvent, or disminishes the capital stock thereof, they shall be jointly and severally liable, as well to the Cc ^>d- ny as to the individual shareholders and creditors thereof, for all the ebts of the Company then existing, and for all thereaf tercontracted during their continuance in office, respectively ; but if any Director present when such dividend declared do forthwith, or if any Director then absent do within twenty-four hours after he shall have become aware thereof and able so to do, enter on the minutes of the Board of Directors his protest against the same, and within eight days thereafter publish such protest in at least one newsj^aper published at, or as near as may be possible to, the office or chief place ol biisiness of the Company, such Director may thereby, and not otherwise, exonerate hiniseli from sucli liability, 68. Except only in the case of a loan Company, no loan shall be made by the Company to any sharehokh^r, and if such be made, all Directors and other officers of the Company makuig the same, or in anywise assenting thei'eto, shall be jointly and severally liable for the amount of such loan, with interest, to tlie Company, and also to the creditors of the (Jonq)any for all debts of the Company then existing, or contracted between the time of the making of such loan and that of the repayment thereof. 1877. IncorporaUon by Otters Patent. Cap. 4S, 81 00« Tho Directors of the Company shall be jointly and severally liable to the clerks, laborers, servants and apprentices thereof, for all debts not exceeding six months'wages due for service performed for the Company whilst they are such Directors respectively ; but no Director shall be liable to an action therefor, unless the Company has been sued therefor within one year after the debt became due, nor yet unless such Director is sued therefor within one year from the time when he ceased to be such a Director, nor yet before an execution against the Company has been returned unsatisfied in whole or in part ; and the amount due on such execution shall be the amount recoverable with costs against the Directors. TO. Any description of action may be prosecuted and maintained between the Company and any shareholder thereof ; and no shareholder shall, by reason of being a shareholder, be incompetent as a witness therein. Tl. In any action or other legal proceeding, it shall not be requi- site to set forth the mode of incoii^oration of the Company, otherwise than mention of it under its corporate name, as incorporated by virtue of letters patent — or of letters patent and supplementary letters patent, as the case msc^ be, — under this Act; and the notice in the Canada Gazette, of the issue of sncih letters patent or supplementary letters ]' *ent, shall ha primd facie proof of all things thereby declared ; and on production of the lettei's patent or supplementary letters patent them- or of any exemplification or copy thereof under the great seal, * • . fact of such notice shall be presumed ; and, save only in any pro- ceeding by scire facias or otherwise for direct impeachment thereof, the letters patent or, supplementary letters patent themselves, or any exemplification or copy tl«ereof under the great seal, shall be conclusive proof of every matter and thing tlierein set forth. T3. The charter of the Company shall be forfeited by non-user during three consecTitive years at any one time, — or if the Company do not go into actual operation within three years after it is granted ; and no declaration of such forfeitui'e by any Act of Parliament shall be deemed an infringement of such charter. T3. The Company shall be subject to such further and other pro- visions as Parliament may hereafter deem expedient. 74. The Governor in Council may, from time to time, establish, alter and regulate the tariff of the fees to be paid on application for letters patent and supplementary letters jxitent under this Act, may designate the department or departments through which tlie issue thereof shall take place, and may prescribe the forms of proceeding and record in respect thereof, and all other matters requisite for carry- ing out the object of this Act : 2. Such fees may be made to v-^ary in amount, under any rule or niles, — as to nature of Company, amount of capital, and otlierwise, — that may be deemed expedient : 3. No steps shall be taken in any department towards the issue of m ^■■m I ■ .1. \v.m 82 Cap. 43. Incorporation hj Letters Patent. 40 Yic. any letters patent or supplementary letters patent under this Act, until after the amount of all fee.s therefor sjiall have been duly paid. TU. The Company shall l)e subject to the provisions of any Act for the wiiuliui:; up of joint Stock Companies, and to the provisions of " l^he Innolvent Act of 1875 ", and the amendments thereto, relating to incorporated companies. 7C» Proof of any matter which may bo necessary to be made under this Act may be made by solemn declaration under the Act thirty- seventh Victoria, (1874) chapter thirty-seven, or by affidavit l)efore any Justice of t 9 Peace, or any Commissictiu'r for taKiiii); athdavits, to be used in any of the courts in any of the Provinces of the Dominion, or any Notary Public, who are hereby authorized and empowered to admin- ister oaths and receive affidavits and declarations for tliat purpose. TT. The ])rovisions of this Act relatin;;' to matters preliminary to the issue of the hitters patent or sujiplementary letters patent shall b(^ deemed directoi-y only, and no letters jiatent or supplementary letters patent issued undei' this Act shall be held void or voidable on account of any irrejiularity in any notice prescribed by this Act, or on account of the insutRciency or absence of any such notice, or on account of any irregularity in respect of any other matter preliminary to the issue of the letters patent (»r su])plementary letters patent. HH* The' Company shall paint or affix, and shall keep painted or atlixed, its name, with the word ''limited'' after the name, on the out- side of every office or place in which the business of the Company is car- ried on, in a conspicuous position, in letters easily legible, and shall have its name with the said woi'd after it, engraven in legible charac- ters on its seal, and shall have its name, with the said word after it, mentioned in legible characters in all notices, advertisements and other official publications of the Com])any,and in all bills oi exchange, promis- sisory notes, endorsements, che(pies, and orders for money or goods, ])ur])orting to be signed by or on behalf of such Company, and in all bills of parcels, invoices and receipts of the Company. T9. If the Company does not paint or affix, and keep painted or affixed, its name, with the word "limited'" after it, in manner directed by this Act, it shall be liable to a penalty of twenty dollars foi' not so painting or affixing its name, and to a penalty of twenty dollars per day for cA'ery day dui-ing which such name is not sokept painted or affixed; and every Director and manage" of the Company who shall knowingly and wilfully authorize or pennit such default shall be liable to the like penalties; and if any Director, managei- or officer of such Company, or any person on its behalf, uses oi- autlntrizes tlu; use of any seal i^ui-portino; to be a seal of the (Company whereon its name, with the said word "limited after it, is not so engraven as aforesaid, or issuesor authorizes the issue of any notice, advertisement or other official publication of such Company or signs or authorizes to be signed on behalf of such Company any bill of exchange, promissory note, endorsement, cheque, orderfor money or goods, of issties or autliorizes to be issued any bill of parcels, invoice, or receipt OY the Company, wherein its name, with the said word aftei- it, is not i 1877. Incorporation hy Letters Patent Cap. 43. 83 mentioned in manner aforesaid, he shall be liable to a penalty of two himdred dollars, and shall fnrther be personally liable to the holder of such bill of oxchanfje, jironiissory note, cheqne, or order for money or ^oods, for the anionnt thereof, unless the same is duly paid by the Company. 80. Any Company foi* purposes or objects within the purview of this Act, heretofore incorporated, whether under a special or a general Act, and now being a subsisting and valid corporation, may apply for letters patent under this Act, and the (lovernor in Council, upon proof that notice of the apj)lication has been inserted for four weelis in the Canada (Jdient or necessary ; but no such debentures shall be for a less sum than one hundred dollars : and the Directors may. under the like sanction, hy- pothecate or ])ledge the real or jjcrsonal property of the Company to secure any sums borrowed ];v the (V»mpany : Provided always, that the amount to be borrowed shall not at any time be greater than seventy- five per cent, of the actual j)ai(l-u]) stock of the Comi)any ; Providcid also, that the limihiti(tn by this section made shall not be held to apply to commercial paper discounted by the Com])any. MO. The Company may have an agency, or agencies, in any city or town in Kngland, JScotland or Ireland. HT. The J )i rectors of every Company shall lay before its share- holder,s a full and clear pi'inted statement of the affairs and financial position of the Company at or before each general meeting of the Com- pany for the election (jf Directors. SECTioxs Kiou'rv-KKurr to one nuxDKKn and fou«, inclusive, relate to LOAN COMPANIES ONLY. ^iS. The capital stock of every Loan (^nnpany shall l»e divided into shares of one hundred dollars each. 89. Any Loan Company may, from time to time, lend and ad- vance money, by way of loan or otherwise, for such periods as they may deem expedient, on any real security, or on the public securities of the Dominion, or of any of the Provinces thereof, or on the security of de- bentures of any municipal or othei* corporation, issued under or in pui"- suauce of any statutory authority, and upon such terms and conditions as to the Company shall seem satisfactory or expedient ; and may acquire, by purchase or otherwise, any secm-ity u))oii which they are authorized to lend OY advance money, and may re-sell the same as they may d'jein adA'isable, — with power to do all acts that may be necessary for advanc- ing such sums of money and for I'eceiving and obtaining repayment thereof, and for compelling the ])ayment of all interest (if any) accruing from such sums so advance;d, and the observance and fulfilment of any condi*' ' amiexed to such advance, and the forfeiture of any term or propeiT; v:oiisequent on the non-fulfilment of such conditions, or of con- ditions entered into for delay of payment ; and to give receipts, acquit- tances and discharges for the same, either absolutely and wholly or par- tially, and to execute such deeds, assignments or other instruments as mav be necessary for carrying any such purchase or re-sale into effect ; and for all and every, and any of the foregoing purposes, and for every and any other purpose in this Act mentioned or referred to, the Coni- 1877. Incorporation fry Letters Patent. Cap. 43. 85 paiiy may lay out and apply tlio capital and property, for the time neiti^, ot the (/oinpanv, or any pnrt thereof, or any of the moneys iiuthori/ed to be heroaitor raiscjd or received by the Company in addition to their capital for the time beinj;, with power to do, authorize and exercise all acts and powers whatsoever, in the oi)inion of the Directors of the Comi)any, recpiisite or expedient to be done or exercised in relation thereto. OO. The CompaTiy are hereby empowered to act as an agency association, and for the interest and on behalf of others who may entrust them with money for that purpose, and either in the name of the Com- pany or of such others, to lend and advance money to any person or persons, upon such securities as are mentioned in the last preceding eec- tlon, or to any body or bodies corporate whomsoever, or to any munici- pal or other authority, or any board or body of trusteea or commis- sioners whatsoever, upon such terms and upon such security as to the Company shall appear satisfactory, and to purchase and acquire any securities on which they are authu.ized to advance money, and again to re-sell the same ; and the conditions and terms of such loans and advan- ces, and of such purchases and re-sales may be enforced by the Com- pany for their benetit, and for the benefit of the person or persons or corporation for whom such money has been lent and advanced, or such purchase and re-sale made ; and the Company shall have the same power m respect of such loans, advances, purchases and sales as are conferred upon them in respect of loans, advances, purchases and sales made from their own capital : and they nuiy also guarantee the repayment of the principal or the payment of the interest, o. both, of any moneys entrust- ed to the Company for iTivestment, and for all and every or any of the foregoing purposes, may lay out and employ the capital and property, for tlie time being, of the Comj^any, or any part of the moneys author- ized to be raised by the Company, in addition to their capital for the time being, or any moneys so entrusted to them as aforesaid, and may do, assent to, and exercise all acts whatsoever, in the opinion of the Directors of the Company for the time being, requisite or exi)edient to be done in regard thereto ; and moneys of w^iich the repayinent of the principal or payment of interest is guaranleed by the Company, shall, for the purposes of this A.ct, be deemed to be money borrowed by the Company. 91. Subject to the conditions and provisions hereinafter made, the Directors may, from time to time, with the consent af the Com- pany in general meeting, borrow money on behalf of the Company, at such rates of interest as may be lawful under section ninety-seven of this Act, and upon such terms as they may, from time to time, think proper ; and the Directors may, for that purpose, execute any deben- tures, mortgages, bonds or other intruments, under the common seal of the Company, for sums of not less than one hundred dollars or twenty pounds sterling each, or assign, traufer or deposit, by way of equitable mortgage or otherwise, for the sums so borrowed, any of the documents of title, deeds, muniments, securities or property of the Company, and either with or without power of sale or other special provisions, as the Directors shall deem expedient. % ! ■'■' IMAGE EVALUATION TEST TARGET (MT-3) / 1.0 I.I 11.25 8 125 U lU 122 z m 12.0 U III 1.6 0% w /A V 1 o^ d6 Cap. 43. incorporation hy Letters Patent. 40 Vi ic. f ©2. Subject to the conditions and provisions hereinafter made the Directors may, from time to time, with the consent of the Company at a general meeting, receive money on behalf of the Company on deposit for such periods and at such rate of interest as may be agreed upon ; and money so received on deposit . shall, for the purposes of this Act. be deemed to be money borrowed by the Company. •8. Provided always, — 1. That the Company shall not borrow money unless at least one hundred thousand dollars of its subscribed capital stock has been paid up ; 2. That the Company shall not borrow money unless at least twenty per cent, of its subscribed capital stock has been paid up : 8. That if the Company borrow money by way of deposit, under the ninety-second section, the aggregate amount of the sums so borrowed by way of deposit, shall not at any time, whether the Company borrows solely by way of deposit or also in other ways, exceed the aggregate amount of its paid up capital, and of its other cash actually in hand, or deposited by it in any chartered bank or banks in Canada ; 4. That if the Company borrow money solely on the debentures or other securities mentioned in the ninety-first section, and by guarantee under the ninetieth section, and not by way of de- posit, under the ninet^'-second section, the aggregate amount of the sums so borrowed shall not, at any time, exceed four times the amount of its paid iip and unimpaired capital, or the amount of its subscribed capital, at the option of the Company ; 6. That if the Company borrow money both by way of debentures or other securities or by guarantee, as aforesaid, and also by way of deposit, then the aggregate amount of money so borrowed shall not at any time exceed the amount of the principal moneys remaining unpaid on securities then held by the Company, nor shall it exceea double the amount of the then actually paid up and unimpaired capital of the Company ; but the amount of cash then actually m ihe hands of the Company, or deposited by them in any chartered bank, or both, shall be deducted from the aggregate amount of the liabilities which the Com- pany has then incurred, as above mentioned, in calculating such aggregate amount for the purposes of this sub-section : 6. Provided always, that in the event of any Company, now incorporated, availing itself of the provisions of this Act for the purpose of enlarging its powers to borrow money by deben- tures, nothing herem contained shall be construed as affecting, or in any wise impairing the right of the holders of debentures issued by the said Company. 94. The Company shall not use any of its funds in the purchase of stock in any other incorporated Company. 95. The Company may hold such real estate as may be necessary for the transaction of their business, not exceeding in yearly value the Bum of ten thousand dollars in all, or, as being mortgaged or hypothe- 1877. Incorporation by Letters Patent Cap. 43. 87 cated to them, may bo acquired by them for the protection of their invcBtments, and may, from tin.c to time, sell, mortgage, lease or other- wise dispose of the same : Provided always, that it sliall be incumbent upon the Company to sell any real estate acquired in satisfaction of any debt within seven years after it shall have been so acquired, otherwise it shall revert to the previous owner, or his heirs or assigns. 96* The Company when acting as an agency association may charge such commission to the lender or borrower, or both, upon the moneys invested on their behalf as may be agreed upon, or as may be reaeonable in that behalf. 97. The Company may stipulate for, take, reserve and exact any rate of interest or discount that may be lawfully taken by individuals, or in the Province of Quebec by incorporated Companies under like circumstances, and may also receive an annual payment on any loan by way of a sinking fund for the gradual extinction of such loan, upon such terms and in such manner as may be regulated by the by-laws of the Company : Provided always, that no fine or penalty shall be stipul- ated for, taken, reserved or exacted in respect of arrears of principal or interest, which shall have the effect of increasing the charge in respect of arrears beyond the rate of interest or discount on the loan. 98. A register of all securities held by the Company shall be kept ; and within fourteen days jvfter the taking of any security an entry or memorial specifying tue nature and amount of such security, and the names of the parties thereto, with their proper additions, shall be made in such register. 99. It shall be lawful for the Company to unite, amalgamate and consolidate its stock, property, business and franchises with those of any other Company or Society incorporated or chartered to transact a like business, and any other business in connection with such business, or any Building, Savings or Loan Company or Society heretofore or hereaiter incorporated or chartered, or to purchase and acquire the assets of any such Company or Society, and to enter into all contracts and agreements therewith necessary to such union, amalgamation, con- solidation, purchase or acquisition. 100. The Directors of the Company, and of any other such Com- pany or Society, may enter into a joint agreement under the corporate seals of «ach of the said Corporations, for the union, amalgamation or consolidation of the said Corporations, or for the purchase and acquisi- tion by the Company of the assets of any other such Company or So- ciety, prescribing the terms and conditions thereof, the mode of carry- ing the same into effect, the name of the new Corporation, the number of the Directors and other ofticere thereof, and who shall be the first Directors and officers thereof, the manner of converting the capital stock of each of the said corporations into that of the new corporation, with such other details as tliey shadl deem necessary to perfect such new organization, and tlie union, amalgamation and consolidation of the said corperations, and the after management and working thereof, or the terms and mode of payment for the assets of any other such Company or Society purchased or acquired by the Company. I;' ti 88 Cap. 43. Jncot'p&roHon by Letters Patent. 40 Vic. f 101. Such agreement ehall be submittod to the sharoholdere of each of the said corporationB at a meeting thereof to be held separately for the purpose of taking the same into consideration. Notice of the time and place of such meetings, and the objects thereof, shall be given by written or printed notices, addressed to each shareholder of the said corporations respectively, at his last known post office address or place of residence, and also by a general notice to be published in a news- paper published at the chief place of business of such corporations, once a week, for six successive weeks. At such meetings of share- liolders such agreement shall be considered, and a vote by oallot taken for the adoption or rejection of the same,— each share entitling the holder thereof to one vote, and the said ballots being cast in person or by proxy ; and if two-thirds of the votes of all the shareholders of such corporations shall be for the adoption of such agreement, then that fact shall be certified upon the said agreement by tne secretary of each of such corporations, nnder the corporate seals thereof ; and if the said agreement shall be so adopted at the respective meetings of the share- holders of each of the saia corporations, tlie agreement so adopted and the said certificates thereon shall be filed in the office of the Secretary of State of Canada, and the said agreement shall, from thenceforth, be taken and deemed to be the agreement and act of union, amalgamation and consolidation of the said corporations, or the agreement and deed of purchase and acquisition by the Company^ of the assets of such Company so selling, as the case may be ; and a copy of such agreement 80 tiled, and of the certificates thereon properly certified, shall be evi- dence of the existence of such new corporation ; Provided, nevertheless, that due proof of the foregoing facts shall be laid before the Governor in Council, and if deemed expedient by the Governor in Council, letters patent shall be issued and notice thereof duly published by the Secretary of State in the Canada Gazette, — after which the new cor- poration may transact ^business. 102. Upon the making and perfecting of^thesaid agreement and Act of consolidation, as provided in the next preceding section, the several Societies, i)arti<>8 thereto, shall be deemed and tafeen to be con- solidated, and to lorm one corporation by the name in the said agree- ment provided, with a common seal, and shall possess all the rights, privileges and franchises of each of such'corporations. 103* Upon tlie consummation of such Act of consolidation as aforesaid, all and singular the business, property, real, personal and mixed, and all rights and incideutu appurtenant thereto, all stock, mort- gages or other securities, aubscrintions and other debts due on whatever account, and other things in action belonging to such corporations or cither of them, shall be taken and deemed to be transferred to and vested in such new corporation without further act or deed : Provided however, that all rights of creditors and liens upon the property of either of such corporations shall be unimpaired by such consolidation, and all debts, liabilities and duties of either of the said corporations shall thenceforth attach to the new corr'>ration, and be enforced against it to the same extent as if the said ots, liabilities and duties had been incurred or contracted by it ; and provided also that no action or pro- mm m 1877. Incorporation by Letters Patent. Cap. 43. 69 ceeding, legal or equitable, by or against the said corporations so consol- idated, or either of them, shall abate or be affected by such consolida- tion, but for all the purposes of such action or proceeding such corporation may be deemed still to exist, or the new corporation may be substituted in such action or proceeding in the place thereof. 104* The Company shall transmit on or before the first day of March in each year to the Minister of Finance a statement in duplicate, to the thirty-first day of December inclusive of the previous year, veri- fied by the oath ot their President or Vice-Presiaent and manager, setting out the capital stock of the Company, and the proportion thereof paid up, the assets and liabilities of the Company, the amount and na- ture of the investments made by the Company, both on their own behalf and on behalf of others, and the average rate of interest derived therefrom, — distinguishing the classes of securities, and also the extent and value of the lands held by them, under .the ninetv-fifth section, and such other details as to the nature and extent of the business of the Company as may be required by the Minister of Finance, and in such form and with such details a« the said Minister may from time to time requ'''e and prescribe : Provided always that in no case shall the Corn- pan; ! bound to disclose the names or private affairs of any person who luay have dealings with them. 105. " Tlie Canada Joint Stock Companies Letters Patent Act, 1869," is hereby repealed, in so far as regards the formation or incor- poration hereafter, by virtue of any of the provisions thereof, of any Company, the incorjioration of which is subject to the control of the Parliament of Canada ; but every such Company heretofore incorpor- ated by virtue of that Act or of any of the Acts thereby repealed, shall so remain ; and no provision of such Acts shall, as touching any such Com- pany, be in anywise affected by this Act. And every application for the incorjioration of any Company, the incorporation of which is subject to the control of the Parliament of Canaaa, — pending at the time of the passing of this Act, under " The Canada Joint Stock Compatiies Letters Patent Ad^ 1869," may be proceeded with, and the incorporation may be obtained by virtue thereof, as though this Act had not been passed. lOO* A copy of every notice of issue of letters patent or supple- mentary letters patent which, under the provisions of this Act, the Se- cretary of State is required to insert in the Canada Gazette, shall forth- with, after such insertion, be, by the Company to which such notice relates, inserted on four several occasions in at least one newspaper in the county, city or place where the head office or chief agency is established. . •. . 10*7. Every corporation or institution incorporated without the limits of Canada, which has been or may be authorized, under the pro- visions of the Act passed in the thirty-seventh year of Her Majesty's reign, chaptered forty-nine, to lend and invest money in Canada, shall, by the agent or manager in Canada, make returns to the Minister of !l i 90 Cap. 43. Incorporation by Letters Patent. 40 .Vic. Finance, of all the buaineas done by it in Canada, at the same and in the same ntamior aa if Buch corporation or institution had been incor- porated luider the provisions of this Act. SCHEDULE A. Public notice is hereby j?iven, that under the Canada Joint Stock Companies Act, 1877, letters patent have been issued under the great seal of the Dominion of Canaoa, bearing date the day of incorporating [h/'re state names, address and caili/ng of each corporator named in tlie letters patent^ lor the puii^ose of [Iwre state tlwundertakinyofthe Company, as set forth in the letters patent^ by the name of \here ntate the name of tlie Compmiy, as in the letie^r« patent], with a total capital stock of dollars, divided into shares of dollars. Dated at the office of the Secretary of State of Canada, this day of 18 A. B., Secretary. SCHEDULE B. Public notice is hereby given, that under The Canada Joint 6vock Companies Act, 1877, supplementary letters patent have been issued under the great seal of the Do^iiiiiiou of Canada, bearing date the day of whereby the total capital stock of [here state the name of the Company] is increased [or decreased, as the case may he] from dollars to dollars. Dated at the office of the Secretary of State of Canada this day of IS A. B., Secretary. SCHEDULE C. Public notice is hereby given, that under The Canada Joint Stock Companies' Act, 1877, supplementary letters patent have been issued under the great seal of the Dominion of Canada, bearing date the day of , whereby the undertaking of the Company has been extended to include [here set out the purposes or other objects mentioned in the supplementary letters patent]. Dated at the office of the Secretary |of State of Canada this day of 18 A. B., Secretary. W 1874. British CorporainAms^ towns by, dsc. Cap. 49. 91 CHAP. XHX, An Act to authorize corporations and institutions incorpor- ated without the limits of Canada to lend and invest moneys therein. Section. Seetion. Preamble. I. British Comiiany incorporated for lend- ing money may be licensed by S«.'cre- tary of State to carry on its business in Canada. Proviso, real estate to be sold withinfive years from time of itb acquisi- tion by the corporation. 4. Formalities to be observed by licensed corporation before commencing its business in Canada. Service of process in suits .igainst such licensed corporations and proceedings thereon. Publication of notice of license or of having ceased to carry on business in any place. Evidence on which ^licenses shall be is* sueack. 5. Mortgage may be dischargee the principal Maiuiger or Agent of such Company within this Province, under the seal of such Company, and signed by the President or Managing Director and Secretary thereof, and verified by the oath of an attesting witness expressly authorizing such Manager or Agent to apply for sucTi license. 39 V. c. 27, s. 5. 4* The fee to ])e paid by such Company on the issjiing of such license, shall be such sum as may be fixed oy the Lieutenant-Governor in Council. 39 V. c. 27, s. 5. 9. Every Company obtaining sutih license as aforesaid shall forth- wit!* give due notice tliereof in the Ontario Gazette and in at least one newspaper in the County, City or place where the princijjal Manjigeror Agent of such Company in the Province transacts the business thereof, for the space of one calendar month, and the like notice shall be given when such Company ceases or notifies that it ceases to carr> on business witliin the Province. 39 V. 3. 27, s. 4. 6. Every Company obtaining such license as aforesaid shall, before the commencement of such business, file in the oflBce of the Provincial Secretary a certified copy of the charter. Act of inc-'oi-poration, or articles of association of such Company, and also a power of attorney to tJie Principal Manager or Agent of such Company in the Province of Ontario, signed by the President or Managing Director and Secretary thereof, and verified as to its authenticity l)y the statutory declaration of the principal Manager or Agent of such Company, or of any person cognizant of the facts necessary for its verification, which power of attorney shall expressly authorize such Manager or Agent, as far as respects business done by such Manager or Agent within the said Pro- vince, to accept process in all suits and proceedings against such Com- pany in the Province for any liabilites incurred by such Company therein, and shall declare that «ervice of process on such Manager or Agent for such liabilities shall be legal and binding on such Company to all intents and purposes whatever, and waiving all claims of error by reason of such service. 39 V. c. 27, s. 2. T* After such certified copy of the charter and sucli power of attorney are filed as aforesaid, any process in any suit or proceeding against such Company for any liability incurred in the Province may bS served upon such Manager or Agent in the same manner as process may be served upon the proper officer of any Company incorporated in the Province, and all proceedings may be had thereupon to judgment and execution in the same manner as in proceedings in any civil suits in the Province. 39 V. c. 27, s. 3, Iff! il . Gap. 164. Building SooietiM. CHAP. CLXIV. An Act reBpecting Building Societies. BmUod. BmUod. Rulei |. Intt 'pretation clause; Society: Ke I Estate; Securities, a. Socie ics how incorporated. Powers of Soci "ty. In formine a .Society under this \ct, the wor<[s "Building" or "Soc ety" may be omitted. 3 Meml»e. s of Society may make niles, etc., impose fines, etc. 4. Society L v rule to e . ecorded in a l>ook. 7. Entry of rule in books, notice to mem- iK-rs. 8. Examined cop ' of rules entered in Ixwk to be evidenc.-. 9. Rules not to 1h removed by certiorari. 10. Rules entered in ')Ook not to be altered except at a gene al meeting. Quorum of members for a'tering by-laws 11. Rules to specify tin e and place for hold- ing meeting. 13. Society from time to time to elect Direc tors. 13. Powers of Directors \o bf. declared by rules. 14. Powers of Directors it certain cases to be recorded in books > >f Society. 15. Concurrence of majori y of Directors necessary. 16. Acts of Directors to lie bi iding. 17. Proceedings of Directors f.o bie entered in l)Ooks of Society. 18. Directors to appoint officer ■. 19. Persons in service of Socie y to furnish security. 20. Society may take and hold real estate mortgaged by Society for c >rtain pur- poses. 31. Society may purchase and sell md lend on certain securities. aa. May forfeit shares. May exptl mem- l>ers. May sue for amount of shares. 33. May sue in Division Court. 34. Except in cases of withdrawal, me nbers not to receive profits on share till alue of same realized. 35. Society may receive bonus in additioi to interest. a6. Society may sell real estate mortgagt 1 in certain cases. 37. Representatives of officers of Society to deliver over papers and moneys after demand. 38. Property of Society vested in President and Treasurer. 39. President and Treasurer may bring and defend suits. 30. .Suits not to abate by death or removal from office. 31. President and Directors relieved from responsihilitjr. 33. Rules to provide that Secretary shall fur- nish annual statement of funds. 33. .Secretary's statement to be attested by auditors. 34. hn extends to aliens, females and bodies rporate. 35. ^ i(>er or investor in Building Society may nominate a successor ; ditpositicm of funds of intestate member; when mistaken payments valid as against the Society. 36. Disposition of proceeds of sale under mortgages. 37. Rights of execution creditors. 38. I'reaml>le; 9 V. c. 90; Permanent Socie- ties having fulfilled certain conditions, declared to be within this Act ; and their subscribers to be memliers ; 9 V. c. 90, s 5, C.S.U.C. c. 53, s. 13 ; evi- dence of membership. 39. How by-laws of Permanent Societies may be passed or amended. 40. Members may vote by proxy. 41. Amount to which Societies may borrow money, limited. 43. Shareholder whose share is paid up, may receive or invest the amount. As to paid up shares in full. As to bor- ing money. 43. Advances on security of investiing on unadvanced shares. 44. Directors may close subscription of shares. 45. Members may determine at a general or special meeting to close subscription of shares. 46. Shares to be immediately advanced ex- cepted. 47. Liability of shareholders limited. 48. Holding real estate. 49. Society not bound to see to execution of trusts or application of moneys paid on receipt, etc. 50. Society may lend money to others than its memlx;rs ; proviso as to rules aflfect- ing borrowers. 51. Repayment and recovery of money ad- vanced and interest thereon, 53. Power to borrow money on debentures. Not to exceed their mortgages ; liabi- lities and principal on mortgages, how estimated. Deductions to be made in estimating the paid-up capital. 5j Reserve Fund. 54. Amount and form of debentures. 55. Notice of intention of Society to avail itself of the increased borrowing powers H ! i i^i. n>nftlhnj Son'cttcM. Cap. 104. 97 Motion. 56. Director! may make or nmcml hy-lnwx, etc. Conhrmntion \>y Hharchiildcm Alteration at general nu-eiing. 57. I'owcri of nireclors of Society. 58. Powers of Directors. 59. lly-lnws nnti docimiciits of .Societ), when authentic and prima fndt evi- dence. 60. Anialgnniati.in of Societies. 61. Joint a(;rccintnt iMjtween Directors pro- posing to anuxignniate, \e. 62. To he submitted to shareholders of each Society for consideration. 63. \'ole by l)alii>t to iK'Iakcn. Agreenu-nt, if adopted, to l>e filed with Provincial Secretary. 64. I'iMin completion of consolidation, the new cor|iorati(m to pr)ssess rijjhts, |x>wer$, etc., and he siiliject to duties, etc., of each of united societies. 65. All pro|)ertv and rijjhls ve;ted in new cor|)oratioh without further act or deed. Proviso, as to rights of creditors, etc., of either of cor|M>rations. Proviso as to actions .igainst. B«ptlon. 66. Aue stayed hy the I'rovin- cial Treasurer on examination anuilding Societies, (2.) "Rules" shall include rules, ordere, l»y-lawB, and regulations; (3.) "Real Estate" shall extend and apply to immovable estate and property geiierally ; and (4.) "Securities" shall extend and apply to privileges, mortgagoa (equitable as well as legal), and incumbrances upon real and immovaolo estate, as well as to other rights and privileges upon personal estjite imd property. C. S. U. C. c. 53, s. 35. 2. In case any twenty or more persons agree to constitute them- selves a Building Society, tind execute, under their respective hands and seals, a declaration to that eflfect, and deposit the same with the Clerk of the Peace in the County in wliich they reside (who for re- ceiving such deposit shall be entitled to a fee of fifty cents), such pt^r- Bons, and such other persons as afterwards become members of the Society, and their several and re8pecti\'e executore, administrators and assigns, shall be a corporation, botlv corporate and politic, as a Build- ing Society, by the name and styfe mentioned in such declaration, for raising by monthly or other periodical subscriptions of the several members of the Society, in shares not exceeding the value of four hun- dred dollars for each share (tind in subsciptions not exceeding four dollars per month for each share), a stock or fund to enable each mem- ber to receive out of the funds of the Society the amount or value of his shares therein, for the pui-pose of erecting or purchasing one or 7 98 Cap. 164. Building Societies. moi-e dwelling liouse or houses, or other freehold or leasliold estate, or for any other purpose whataover, and the amount or va'ue of sucli shares shall be secured to the Society by mortgage or otla.M'ise on any i-eal estate belonging to the mem1)er at the time of his boiTowing money from the Society, or on any other real estate acquired by such member, until the amount or value of his shares, with interest thereon, have been fully paid, together with all fines or liabilities incurred in respect there- of. C. S. U. C. c. 53, 8. 1. 2. In constitutino; a Building Society under this Act it shall not be necessary that the de(tlaration of agreement to that eifect shall refer to, or use the word " Hiiildiiig" or the word "Society," or. that the body incorporated under such Act be designated by use of either of eitlier of such words. 3J> V. c 32, s. 2^. J{. The several members of the Society may from time to time assemble together, and make such proper rules for the Govennnent of the same as the majority of members so assembled deem meet, so as such rules are not repugnant to the provisions of this Act, or any other law in force in Ontario; and they may ini|)ose and iiiHict such reasonable fines, penalties and forfeitures upon the several mendiers (»f the Society infringing such rules a.s the ma](»rity of the mem])ers think tit, and to be respectively paid to such uses, for the benefit of the Society, as the S<»cietv by such rules direct; and they may also from time to time amend or rescind such mles, andnuike uvw rules in lieu there(»f, under such restrictions as are in this Act contained. (/. S. U. ( ■. c. 53, s. 2. 4. Every such Society shall, in or by one or more of their niles, declai"e the objects for which the Societv is intended to be established, and thereby direct the purposes to which the money from time to time subscribed to received by and belonging to the Societv, shall be appro- priated, and in what shares or proportions and under wliat circumstances any member of the Society, or other person, may become entitled to the same or any part thereof. C. S. IL C/. c. 53, s. 11. 9. All such rules shall be complied with and enforced ; and the mon- eys so subscribed to, received by orbeloiiging to the Society, shall not be diverted or mi8a])plied either by the Treasurer or Dirc-T irs, or any other officer or member of the Society entnisted therewith, under such penalty or forfeiture as the Society by any rule inflicts for the offence. C. S. U. C. c. 53, s. 12. 6. The rules for the mangement of every such Society shall be recoi-ded in a b«M)k to be kei)t for that purpose, and such book shall be open at all seasonable times for the inspection of the members. C. S. Ij. C.c, 53, s. 13. T. The niles so recorded shall be binding on the several inembei*8 and officers of the Society, and the several contributors thereto, and their representatives, and thev shall be deemed to have full notify; thereof l»y such record. C. S. V. C. c. 53, s. 14. H, The entry of the rules in "^he books of the Society, or a tnie copy of the sjime, examined with the orignal and proved to be a true copy, shall be received as evidence thereof. 0. S. IT. C. c. 53, s. 15. in a c. 53, and th( of sue Bi( ihlhuj Society's. Cap. ir>4. 99 9 moved ». Sncli niles Khivll not, l»y artioi'arl or other legal process, l»e re- )d into any of Her Majesty's ( Vmrts of record. ('. S. v. {.). c. 53,8. lt>. 10. No rnle so recorded as aforesaid shall l»e altered or rescinued, unless at a genera; inc^eting of the members, convened by public notice written or printed, eigned by the Secretary or T*resident of the Society in pui"8uance of a reipiisitioii for that purpose made by not less than iifteen of the members, stating the objects for which the meeting is called, and addressed to the President and Directors ; and each mem- ber of the Society sliall, within fifteen days after such re(piisition, l>e notified through the Post Office of the proposed alterations. 2. It shall be lawful at any general meeting convened under this section for two-thirds f>f the shareholders tliere j)re8ent in person, or by proxy, representing not less than one-half the amoutit paid uj) on investing shares, to alter, repeal or amend any f»?' the rules or by-laws of such S'-ciety. C. S. IT. C. c. 53, s. 17: 29" V. c. 38, S. 5. 11. The rules of the Society shall specify the place or places at whicli it is intended that the Society shall hold its meetin{;8, and shall contain provisions with respect to the powers and duties of the mem- bers at large, and of the officers aj)pointed i'or the management of its affaire. C. S. U. C. c. 5:5,8. 18. 13. Every such Society shall, from time to time, elect and appoint any number of the members of the Society to be a Board of Directore, the nund)er and qualilication thereof to be declared in the rules of the Society, and may delegate to such Directors all or any of the powers given by this Act to be executed. C. S. U. C. c. 53, s. 5. ItS. The powers of the Directors shall be declared by the rules of the Society, and they shall contiinie to act during the time appointed by such rules. C. S. V. Q. c. 53, s. 6. 14. In case Directors are appointed for any particular purpose, the powers delegated to them shall be reduced to writing and entered in a book by the Secretary or Clerk of the Society. C. S. U. C). c. 53, s. 7. 15. The Directors shall choose a President and Vice-President, and they shall in all things delegated to them act for and in the name of such Society, and the concurrence of a majority of the Directors present at any meeting shall at all times be necessary in any act of the Board. C. S. U. C. c. 53, s. 8. lO. AH acts and ordere of such Directors, under the powers delegated to them, shall have the like force and effect as the acts and orders of the Society at a general meeting. C. S. U. C. c. 53, s. 9. 17. The transactions of the Directors shall be entered in a book belonging to the Society, and shall at all times be subject to the review, allowance and disallowance of the Society, in such manner and form as the Society by their general rules direct and appoint. C. S. U. C. c. 53, 8. 10. VH, The Directors shall from time to time, at any of their usual meetings, appoint such persons as they think proper to be officers of 100 Cap. ir)4. BuiMing Son dies. tlie Society, grant sncli salaries and emoluments as they deem fit, and pay the necessary expenses attending the management of the Society ; and shall from time to time wlien necessary elevt such persons as may he necessjiry f(^r the purposes of the Society, for the time and for the purpose expressed in the ndes of the Society, and may from time to time discharge such persons, and appoint otliers in tlie room of those who vacate, die or are discliarged. 0. S. U. C. c. 53, s. 19, 19. Every officer or other pei-son ap])ointed to any office in any- wise concerning the receipt of money shall furnish security to the satis- faction of the Directors for the just and faithful execution <>t the duties of his office according to the Ilules of the Society, and any person t;ntrnsted with tlie performance rpora- tions, or Dominion or Provincial stock or securities; and may re-sell any such securities as to it seems advisable, and for that ])urj)ose may execute such assignments or otlier instruments as may Ix! necessary for carrying the same into effect; and any such So(nety ni.y also, in con- formity with the laws of (^anada, make advances to any person or per- sons or body corporate upon any of the above mentioned securities at such lawful rates of discount or interest as may be agi'ced upon. 3t) V. c. 32, s. 4. [See aJfto 37 V. c. 50, s. 4 ( DV | 32. Every such Society may de(!lare forfeited to the Society the shares of any member who is in default, or who neglects to pay the number of instalments or monthly subscriptions fixed by any stijnilation or by-law, and may expel such meml)er from the Society, and the Secre- tary shall make a minute of such forfeiture and exjmlsion in the books of the Society; oi" instead of such forfeiture and eximlsion, the Society may recover the arreai*s by an action of debt. C. S. IT. C. c. 53, 8. 23. 2Ii. If tlie amount in arrear does not exceed forty dollars, the action mav be brought in the Division Court of the division wherein the office of the Society is kept. C. S. V. V. c. 53, s. 24. 24. Exce])t in the cjise of the withdrawal of a member, according to the rules of the Society theii in force, no member shall receive, or be entitled to receive, from the funds of the S(»ciety any interest or divi- dend by way of annual or other peri(»dical j)rofit upon any share in the Society until the amount or value of his share has bfcen realized. C, S. U. C. c. 53, s. 3. "■''If J B wiUlhi (J Soc leties. Cap. 164. 101 !J»5. Every hucIi Society may, besides intercut, receive from any nieiuher a bonus on any share fur the privilefjce of receiving the wune in advance ])ri(»r to the same beinjj; realized. (J. S. U. C c. 53, s. 4. 20. Wherever any such Society has received from a sliarehohler an awiffnnient, morti^aj^e or transfer of any real estate to secure the pay- ment of ajiy advances, and containinjjj an autliority to sucli Society to sell the real estate in case of non-payment of any stipulated imnd)er of instalments or sum of money, and to .i])ply the proceeds of such sale to the payment of the advances, interest and other charijes due to the Society, such stipulations and at^reenients shall be valid and binding, and the Society may cause the same to be enforced eifher by foreclosure or by an action or proceeding in either of iler Majesty's Su])erior Courts of Common Law; and in such action the venue shall be laid in the County in which the lands lie, and the action may be brought in the namL's of the President and Treasurer of the Society, describing them as such, or in the corporate name of the Society. C.S.U.C. c. 53, s. 25. 27. If any person ap|)ointed to an office by the Society, and being entnisted with and having in his ]>ossession, by virtue of his office, any moneys or effects belonging to the Society, or any deeds or securities relating thereto, dies or Ijecomes bankni))t or insolvent, his legal repre- sentative, or other ])erson having a legal right, shall, within fifteen days ■ifter demand made by the order of the Directors of the Society, or tlio 1 ijor part of them, assembled at any meeting thereof, deliver over all tilings bek)nging to the Society to such persons as tlie Directors appoint. C. S. IT. C. c. 58, s. 26. *ZH. All real and personal estate, property and effects, and all titles, securities, instruments and evidences, an Pi X ' ■11 wr 104 Cap. 1rincipal money so advanced on mortgages may be repaid by means of a sinking fund of not less than two per centum pev annum, within such time as the Society directs and appoints, and ia specified in the mortgage or assignment of mortgage to be made of such real estate, and by means of such revenues, rates, rents, tolls or profits as herein- after mentioned ; and the Society may do all acts that may be necessary for advancing money, and for recovering and obtaining repayment thereof, and lor enfonnng payment of all intcest accruing therefrom, or any conditions attached to such advance or any forfeiture conse(|uent on the non payment thereof, and give all necessary and proper receipts, acquittances and discharges for the same, and do, authorize and exercise all acts and powers whatsoever requisite or expedient to be done or exercised in relation to the said purposes. 39 V., c. 32, & 5. [iSee also 37 V. c. 50, s. 5 (D).] 52. The Board of Directors of any such Society having a paid-up capital of not less than two Inmdred thousand dollars in fixed and per- manent stock not liable to be withdrawn therefrom, may issue deben- tures of such Society to such an amount as, with all other liabilities of such Society, will be equal to double the amount of the capitalized fixed and permanent stock, not liable to be withdrawn therefrom, and the reserve fund of such Society. 39 V., c. 32, s. 6 ; 40 V., c. 22, s. 1. 2. The total liabilities of such Society shall not at any time exceed the amount of principal remaining un])aid un the mortgages at such time held by such Society ; and in estimating the liabilities of such Society, the amount of cash actually in the hands of such Society, or deposited in any chartered bank, shall be deducted therefrom ; and in ascertaining the principal remaining luipaid on the mortgages held by any such Society, it shall be iiunimbent upon such Society to compute or discount such mortgages at rates of interest at least eqiial to tlie rates which they respectively bear or were originally calcinated to yield. 40 v., e. 22, 8. 1. iinildmy Societies. Cap. 164» 107 3. All loans or advances hy any Socii'tv, to its sharcliolders ni)on the security of their wtock, Hlmll he dedncrted fntin the amount of naid- up (tapital upon which sucii Society i« authorized to lM)rrow. 40 v., c. 22, 8. 1. \Set' aho ;n v., e. 50, s." ♦! (D). | 113. The reserve fund of any Society shall consist of surplus profits jind assets, after full and ample provision has heen made foi all had and douhtful dehts, and other known contingent deductions. 40 V., c, 22, 8.2. 154. The dehentiires of such Society shall iKjJfor such sums, not being le«« than one hundred dollars, and in such currency as the Hoard of Directors may deem advisable, and shall he ])ayahle not less than one year from the issue thereof at such j)lace as nuiy he theivin mentioned, jmd nuiv he in the form of the Schedule to this Act, or to the like effect. 39 v., c. 32, 8. ^,part, and s. 7. [See also 37 V., c. 50, s. 6 (D).] S9. In case any Society which has heretofore i.ssued dehenturos under the Act passed in the thirty-ninth year of Her Majesty's reign, and chaptered tnirty-two, desires to avail itself of the increased borrow- ing powers hereinbefore conferred, it shall be the duty of the Board of Directors of such Society, to leave at the place where such debentures are jjayable, a copv of the tifty-se(rond to fifty-fifth sections inclusive of tliis Act, and a prmted notice directed to theliolders of such debentures, that such Society iv.teuds to avail itself of the provisions of said sections, and thereupon any such del)enture holder shall at any time within six months after tlie leaving of such notice, as aforesaid, have the right after giving six months' notice in writing, to demand, and on presenta- tion of his debentures and coupons, to receive payment of sucli deben- tures with interest up to tlie time of payment — such notice in writing to l)e left, and presentation for payment to be made at the place w^liere sucli delientures are payable. 40 V ., c. 22, s. 3. ♦56. The Directors of any Peniianent Building SocieU- incor- g orated under this Act, or under any other Act respecting Building ocieties within the legislative authority of the Legislature of this Province, may from time to time alter, amend, repeal or create any regiUation, rule or by-law for the working of any such Society. 2. Such action of the Directors shall not have a binding force until confirmed at a general meeting of the shareholdei's of the Society upon a vote of twa-thirds of the capital stock represented at such meeting, — notice being given of the proposed changi ui the notice calling the meeting. 3. At such general meeting the shareholders may, by a like vote, alter or amend such proposed regulations, rules or by-laws, and may confinn the same as so altered and amended. 39 V. c. 32, s. 1. [See a^*o 37 V. c. 50, 8. 1 (D).] »57. The President, Vice-President and Directors of anv Perma- nant Building Society, incoi-porated as aforesaid, shall have an3 exercise the powers, privileges and authorities set forth and vested in them by this Act and any otlier Act regulating such Society, subject to the niles or by-laws of such Society ; and they shall be subject to and be gov- 1.) 108 Cap. 164. BuiUling Soeietien. i \ eniod by huoIi nile8, regulations and proA-isionK iw are herein contained with res}>er the due exercise of any further i)owers and authorities which may hereafter be at any time granted to such Society by the Legislature for the performance and fulfilment of any conditions or provisions from time to time j)rescribed by tlie Legislature in giving Bucn furtlier powers and authorities, or in altering or repealing the same respectively or any of them. 39 V. c. 32, s. 8, last part. [See also 37 V. c. 50, s. 8 (D).] 5©. All by-laws of any such Society shall be reduced to writing, and shall have affixed thereto the common seal of the Society, and any copy or extract therefrom, certified under the signature of the Secre- tary or Manager, shall be evidence in all civil Courts of Justice in Ontario of such by-laws or extracts from them, and that the same were duly made and are in force ; and in any civil action or proceeding at Law or in Equity it shall not be necessary to give any evidence to prove the seal of such Society, and all documents purporting to be sealed with the seal of any such Society, attested by the President, Treasurer or Manager thereof, shall be held prima Jade to have been duly sealed with the seal of such Society. 39 V. c. 32, s. 9. [See also 37 V. c. 50, 8. 9 (D).] 6©. Any Permanent Building Society incorporated as aforesaid may unite, amalgamate and consolidate its stock, property, business and franchises with the stock, property, business and franchises of any other Building, Saving or Loan Society, incorporated or chartered as aforesaid, and may enter into all contracts and agreements therewitl^ necessary to such union and amalgamation. 39 v . c, 32, 3. 12. ttl< The Directore of the two Societies proposing to so amalga- mate or consolidate as aforesaid, may enter into a joint agreement, under the corporate seals of each of the said Corporations, for the filed shall ^olidaf agreei siiall 32, s. of con of the Iivih1)i\(f Sod'rtieH. Oftp. 104. 100 amalt^amiition atul consoliclation of tlit* said Corporations, |ire«cril)irig tlio tt'rmH and conditions thereof, tlie mode of carrying tlii' same into effect, tlio name of the new (corporation, tlic nnmher of thi' Director and other (ttKcei-H thereof, and who nliall he the first Directors and ofHeers thereof and thc^ir j)laee8 of residence, the number of shares of tlie capital sti(leration ; notice of the time and place of such meetings and the ohject thereof shall he given hy written or printed notices, addressed to each shareholder of the said Societies respectively at his last known post office address or place of re- sideiu-e, and also hy a general notice to he pid)lislied in a newspaper puhlished at the chief j)laci' of business <»f such Societies once a week hi' two successive weeks. ;»!> X. c. ;^2, s. W^Jirxtpni't. 03. At sucli meetings of share! lolders, such agreement shall be considered, and a vote by balhtt taken for the adoj)tion or lejectiou of tlie sjvme, and each share shall entitle the holder thereof to one vote, and the said ballots shall be cast in person or by proxy ; and if two-thirds of the votes of all the shareh(»lders of such Corporations wva for the adoption of such agreement, then that fact shall be cei-tificd )i[)on the said agreement by the Secretary of each of such Corporations under the corporate seals thereof; arul if the said agreement is so adopted at the i-espective meetings of the shareholders of each of the said Corpora- tions, the agi-eement so adopted and the said certificates thereon shall be filed in the office of the Provinccial Secretary, and the said agreement shall from thence be taken and deeine( '. > be the agreement and act of con- solidation and a.nalgamation of the said Societies, and a copy of such agreement so filed, and of the certificates thereon, properly certified, shall be evidence (»f the existence (»f such new Corporation. 39 V. c. 32, 8. 14, Imt part. 04. Fpon the making and pei'fecting of the said agreement and act of consolidation, a« provided in tlie next preceding section, and the filing <»f the said agreement as in the said section provided, the several Societ- ies parties thereto, shall be deemed and taken to be consolidated, and to form one Corporation by the name in the said agreement provided, with a common seal, and shall posvsess all the rights, privileges, and francliis- es, and be subject to all the disabilities ana duties of each of such Cor- porations so consolidated and united, except as lierein other^v^8e pro- vided. 3{) V. c. 32, 8. 15. OS* Upon the consummation of such act of consolidation as afore- said, all and singular the business, property, real, personal and mixed, and all rights and interests appurtenant thereto, all stock, mortgages or I- no Cap. IfU. Bumhig Societies. { otlipr M'ciiritieK, Hnbwriptionfl imd other dchtfldno on whatever account, aiul «»ther thinj;H in ac'ion hi'loumiif; to xxn-h Corj>orations or either of them, nhull Ik; taken and deenied to Ik' tninrtf erred to and vested in Mieh new C(>rju)nition without further aet or deed. 2. All rijjhts of creditoix and lieiirt upon tlie |)r<'*)ert3' of either of Hueli (yor])orations nhall he unimpaired hy sueh coivsolidation, and all dehtrt, liahilities and duties of either of the said CorponitionH nhall theneeforth attach to the new ('or|>oration, and he enforced a^inst it to the Hanie extent as if the said tlehts. liahilities and duties had hcen incjirred or eontnicted hy it. 3. No action or proeeedint. le^l or emiitahle, l)y or apiiust the said Corporations so c<»ns(»lidated, or either of them, shall ahate or l)e atfeeted ny sucli consolidation, hut for all the j)urposfs of such action or pnK-eedinjf, such Corporation nuiy he deemed still to exist, or tlie new C^or|)oratiun mas' he substituted in such action or proceeding in the place thereof. :^i» V. c. 32, s. If'.. 06. The choice and n-nioval of the .Auditors of the Sctciety the determination as to the ivniuneration of the Directors and of the Auditoi*s, shall he I'xerciscd at ijeneral meet in<;js of the Society ; and the Auditors shall not necessarily he shareholders. 2. In cjise of the death or failure to aet of any such Auditor, the Direetoi*s may appoint an Auditor in liis place, and at all meetings of 8]iaivholdei*H of the Society the shareholders shall have one vote for each sliare held l>y them respectively. 39 V. c. 32, s. 17. 07. Snch Society sliall, on or before the tifteeiith day of February in each year, transmit to the Provincial Tresisxirer a full and (dear state- ment of their assets and liabilities on some day to be stated therein, and such (hxv shall not be more than six months prior to the said fifteenth day of i'^ebniary, and such statement shall (iontain, in addition to such other particulars as the Provincial Treasurer may re \'. c. 32, s. 20. 70. If the Provincial Treasurer, in any case, suspects any snch statement to he wilfully false, ho may depute some comnt'tont person to o.xaminii the hooks and iiKjuire into the atlairs of such Society and to ropoit. to hii 1 on oath; and if hy kucIi rejHirt it apjjeai'S that such statemem watr vilfuUy false, or that such S(»ciety is not in a condition to justify its ■ ui.tinuance in husiness, with the powers thei-ctofore pos- sessed hy such Society, t)r if the person s(» deputed rep.)rt8 on oath sworn as aforosai'.' that he has been refused sucli access to the hooks or such information v would enahlc him to make a sufHcieiit report, the said Trejisurer n..i_^., under the authority aforesaid, hy notice in the Ontario Gazette, declare the husiness of such Society to have ceased, as in the next preceding section provided for. 31) V. c. '61, s. 21. Tl. In any of the ciises in which discreticnary power is given to declare the business of such Society to have ceased, the Treasurer may before so doing give notice to such Society and afford the same an opportunity of making any explanation it may be advisable to make ; and all expenses attending such periodical statements and the publica- tion thereof shall be borne by such Society. 39 V. c. 32, s. 22. 7!8. Where any such Society as mentioned in the fifty-sixth sec- tion is desirous of changing its name, the Lieutenant-Governor, upcm being satisfied that the change desired is not for any improper purpose, and IS not otherwise objectionable, may by Order in Council change the name of the Society to some ot) name set forth in the said Order. 39 V. n. 32, s. 25. TJJ. The Society shall give at least four weeks' previous notice in the Ontario Gazette of the intention to apply for tlie change of name, and shall state th,.' 'lame proposed to be adopted ; in case the proposed name is considered objectionable, the Lieutenant-Governor in Council may, if he thinks fit, change the name of the Society to some other unobjectionalde name, without requiring any further notice to be given. 39 V*. c. 32, s. 20. 74. Such cliange shall be conclusively established by the insertion in the Ontario Gazetted a notice thereof by the Provincial Secretary; and his certificate of such change having been made shall be obtained I { m (i t » J ! ^ 112 Cap. 164. R nil ding Someti^*. by the Society and filed in the office of the Clerk of the Peace of the County, with whom is filed the declaration constituting such Society ; the Clerk shall, npon payment by the Society of a fee of one dollar therefor, endorse a copy of such certificate upon the said declaration ; the Society shall (under a penalty of two hundred dollars in case of default), within one month after the insertion of the said notice, cause the said certificate to be filed, and retpiire the said endoreement made m aforesaid 2. The Lieutenant-Governor in Council may establish the fees to be paid on applications for change of name under this Act. 30 V. c. 32, 8. 27. 75. Every debenture, mortgage, bond, deed, agreement or other instrument executed by or to any Building Society, and every other act, deed, matter or thing done in pursuance of the provisions of an Act passed in the Session held in the tliirty-seventh year of Her Majesty's reign, by the Parliament of the Dominion of Canada, and intituled " A71 Act to make further 2>TOvision for the management of P&nnanent Huih/ing iSocieties carrying on business hi the Province of Ontario,'''' and every rule made thereunder, shall be as valid and effectual as if this Act iiad been passed on the twenty-sixth day of May, t>ne thousand eight hundred and seventy-four, and such deben- ture, mortgage, bond, deed, agreement or otlier instrument had been executed, or sucli other act, deed, matter or thing had been done or rule made by virtue thereof ; and all changes in the corporate name of any existing Building Society incorporated as aforesaid, heretofore made (^r purported to be made by or in pursuance of any Act of the said Parliament, are hereby confirmed. 39 V. c. 32, s. 23. 7C. All the provisions of this Act shall apply to the Societies mentioned in the fifty-sixth section of this Act, and any rights, powers or privileges of any such Society, contrary to the provisions of this Act, are repealed. 39 V. e. 32, s. 24^. [See also Acts 0/ Canada, 37 V. c. 50 and 40 V c. 48.] SCHEDULE. {Section 54.) FOEM OF DEBENTURE. Society. Debenture No. Transferable $ Under the authority of the Revised Statutes of Ontario, Chapter one hundred and sixtv-fonr. The President and Directors of the promise to pay to Society or bearer the sum of on the day of in the year of our Lord one thousand eight hundred and at the Treasurer's Office here (o?' as the case may he\ with interest at Building Societies. Cap. 164. 113 the rate of per cent, per annum, to be paid half-yearly on pre- sentation of the proper coupon for the same as hereunto annexed, say on the day of and tiie day of in each year, at the office of (he Tre.isurer here {or aa the case may be). Dated at , the day of , 18 . For the President and Directors of the Society, C. D., A. B., Secretary (or Manager). * President. on COUPON. No. 1. $ Half-yearly dividend due of 18 , Debenture No. issued by this Society on the da^ of 18 , for $ at per cent, per annuir payable at the office of the Treasurer, {as the case may he). tor the President and Directors. CD., Secretary {o?' Manager). CHAP LVIII. An Act to enlarge and extend the powers of the " Credit Foncier Franco-Canadien." act of Quebec, 43, 44 V., c. Section. Preamble 60. I. Powers of the corporation ; loans on real estate ; on bonds and mortgages ; loans! to corporations ; acquisition of claims ;] Eurchase of or loans on bonds and de- entures of corporations ; and public securities. What only may be taken as security ; limit of loans and annuities ; valuation of property. Local divisions for business purposes of the company ; proviso. Branches and agencies. Advisory boards ; qualification of mem- bers. 6. Managers and agents. 7. Suing and being sued. 8. Rate of interest limited ; sinking fund 2. 4- 10. II. 12. 14. «5- 16. 17- Section. for paying off loan. ). Of what the annuity for paying off shall be composed. Insurance. Payment of annuities. Interest on arrears and costs. Anticipated payments. Indemnity to company in such case. Act 43 v., c. 42 to apply. Power to borrow money and issue bonds of the corporation ; interest on bonds. Bonds may be in dollars or francs. Powers as to real estate, amount limited. Power to dispose of; to purchase claims on such property. Term of holding limited. Notices, how published. Annual report to Minister of Finance and what it must show. [Assented to 21st March, 1881.] at WHEREAS the Credit Foncier Franco-Canadien, incorporated by the statute of the Provinco of Quebec, passed in the session of the Legislature of that Province hcM in the forty-third and forty-fourth years of Her Majesty's reign, chapter sixty, intituled "J.w Act toincof- 8 114 Cap. 68. Credit Fonder Frcmco-Ccmadien. 44 Vic. porate the Credit Fonder Franco-Canadien" has prayed for an exten- sion and enlargement of its powers so as to allow it to transact business throughout the Dominion, and it is expedient to grant the prayer of its petition : Therefore Her Majesty, by and with the advice and con- sent of the Senate and House of Commons of Canada, enacts as follows : — 1« It shall be lawful for the Corporation created and constituted under the name of " Credit Foncier Ffanco-Canadien " by the statute of the Province of Quebec, cited in the preamble, to exercise the powers hereinafter mentioned, in every part of the Dominion of Canada.: — 1. To lend money as a first charge on mortgage or hvpothecation of real estate, either freehold or leasehold, situate within ttie Dominion of Canada, repayable either at long date hy annuities, including an annual payment by way of sinking fund for the gradual extinction of the loan, or at short date with or witliout progressive sinking of the debt ; 2. To lend money upon the hypothecation or security of mortga- ges or of hypothecary or privileged claims being a first charge on real estate, either freehold or leasehold, situate within the Dominion of Canada, repayable either at long date by annuities, including an annual payment by way of sinking fund for the gradual extinction of the loan, or at short date with or without progressive sinking of the debt ; 3. To lend on mortgage or hypothec or otherwise, to municipal and school corporations throughout the Dominion of Canada, and ja- hriques and trustees for the construction or repair of churches, such sums of money as they may be authorized to borrow, repayable either at long date by annuities, including an annual payment by way of sink- ing fund for the gradual extinction of the loan, or at short date with or without progressive sinking of the debt ; 4. To acquire by assignment or transfer bonds and mortgages and hypothecary or privileged claims being a first charge upon real estate, either freehold or leas«mold, situate within the Dominion of Canada ; 6. To make loans upon, or to purchase bonds or debentures issued by municipal or school corporations in the Dominion of Canada, and by incorporated companies doing business therein, and to sell the same ir deemed advisable ; 6. To make loans upon, or to purchase bonds and debentures and other public securities of the Doramion of Canada, or of any of the Provinces thereof, and to sell the same if deemed advisable. 2. The Corporation shall accept as security only real estate, either freehold or leasehold, of which the revenues are deemed sufficient. The amount of each loan shall not exceed one-half of the estimated value of the real estate, either freehold or leasehold, mortgaged or hypothecated therefor; and the annuity which the borrower may oblige himself to pay shall not exceed the net revenue which it may be estimated that the property might yield. ■P^"«^"W»FW ! W^ 1881. Credit Fonder Fran co-Can shall, of right and without any putting in default being necessary, bear interest for the benefit of the Corporation, at the same rate as the loan itself. 11. Debtors of the Corporation shall 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 favour of the Corporation which shall not exceed three months' interest on the capital repaid before coming due, at the rate stipulated for the loan. 12. The provisions of the Act forty-third Victoria, chapter forty' two, shall apply to the Corporation. 13* The Corporation may, from time to time, borrow money to an amount which shall not exceed five times the amount of its paid up and unimpaired capital ; and it may, for that purpose, execute, negoti- ate and issue obligations or bonds or debentures in sums of not loss than five hundred francs, French currency, redeemable either at a fixed period or within a definite term by means of drawings with or without Eremiums or prizes. It may stipulate and pay on the obligations or ends or debentures which may be issued by it. any rate of interest that may be lawfully taken by individuals at the place where they are issued. 14. Any bond or debenture issued under the provisions of this Act may be issued in the denomination of dollars or francs, and the coupons attached representing the interest on such bonds may corre- spond to the denommation of the bond to which they are attached. 15« The Corporation may acquire and hold such real estate as may be necessary for ofiices for the transaction of its business in the several Provinces of the Dominion ; but the value of such real estate acquired in each division for such purpose shall not exceed at the time of acquisition the sum of fifty thousand dollars. It may, from time to time, lease, mortgage, hypothecate, sell or otherwise dispose of or deal with such real estate. It may also, for the protection of its investments, purchase and hold real estate mortgageo or hypothecated in its favour ; but it shall sell or otherwise dispose or such real estate so acquired in payment or for the protection or its claims, within seven years from the acquisition thereof ; and may, in the meantime, deal with and manage and may, from time to time, mortgage, hypothecate or lease the real estate so acquired and held. 16. Notices of meetings of shareholders and all other notices required to be published, shall be published in the Canada Gazette. 17. The Corporation shall transmit, on or before the first day of March in each year, to the Minister of Finance, a statement in dupli- cate to the thirty-first day of December inclusive of the previous year, 1881. Credit Fonder Frmico-Cwtiadun. Cap. 58. 117 verified by the oath of the President, Vice-President or the Managing Director, setting out the capital stock of the Corporation and the pro- portion thereof paid up, the number of sliares to order and tlie number to bearer, the assets and liabiHties of the Corporation, the amoiint and nature of the investments and the average rate of interect derived therefrom, the extent and value of the real estate held, the amount and nature of the obligations or bonds or debentures issued and the rate of interest payable thereon, and such other details as to the nature and extent of its business as may be required by the Minister of Finance, and in such form and with such details as he may, from time to time, require and prescribe ; but the Corporation shall in no case be bound to disclose the names or private afEairs of any persons who may have dealings with it. ill CAP. LIX. An Act to incorporate the Credit Fonder of the Dominion of Canada. Section. Section. 3- 4- S- 6. 8. or on lO. iy» II. 60 12. 13. ces 14. >5- 16. of 17. pli- 1 18. h 1 19- 20, Preamble. Incorporation Objects of the corporation. Loans on hypothec ; loans on privileged claims ; to certain public bodies. Acquisition of claims ; purchase of bonds ; loans to Government ; issue of bonds. Head office and branches. Duration of corporation. Capital stock and shares ; increase. Separate issue of stock, and payments thereon. When to commence business. Founders of the corporation and their privileges. Allotment of increased stock ; to be pro- portionate. Shareholders may unite in order to vote, &c. Regulations to be made by Board of Management. Payment of shares ; calls and notice thereof. Interest on arrears. Forfeiture and sale of shares for non-pay- ment ; distribution of proceeds. Stock certificates to bearer. Form. Transfer of stock certificates to order. When to bearer. Exchange of certificates. |,Collective certificate. Payment of dividend to holder of cer- tificate. Liability of shareholders limited. No division of shares. Effect of transfer of certificate. 21. 22. 23- 24. as- 26. 27. 28. 29. 30. 31- 32. 33. 34- 35- 36. 37- 38. 39. 40. 41. Provision in case of loss of certificate. Board of management, and how com* posed, Elected and provisional directors and qualification ; term of and proof of qual- ification. Security. Order of retirement. Vacancies how filled. Allowance for attendance. Meetings of the Board ; Voting at meet- ings of Board. Vote in writin((. De> cisions. Minutes to be kept. Powers of the Board of management. Loans ; terms ; calls ; annual state- ments ; dividends ; agencies ; amalga> mation ; dissolution ; rules ; issue of bonds ; annual report. Deciding upon applications. Local boards may be appointed ; their power. Quorum. Agent. Members of board indemnified. Share register. Appointment of Auditors ; vacancies ; qualification ; Sec. 25 to apply. Duties and powers of Auditors. To make annual returns. May call special meetings. Board of management. Management of affairs. Qualification of manager. Manager's duties and powers. Manager's deputy. 118 Cap. 59. Credit Fonder, Dominion of Canada. 44 Yi ic. Hoctioa. 69. Loans in Canadian currency. 70. Applicatiim of foregoing provisions. 71. Applications for loans. 72. What obligations may be issued. 73. Descriptions of obligations which may be issued. 74. Drawing to be by lot. 75. Numbers drawn to be posted up. 76. Redemption. 77. Cancellation of bonds. 78. When redeemed byanticipated payments, 79. Transfer of bonds. 80. Minimum amount. • 81. Interest. 82. Form of obligation. 83. May be in either currency. 84. Wliat it shall contain. 85. Real estate and special obligations. 86. How secured. 87. Recourse of holders. 88. How secured. 89. Powers as to real estate ; must he dis- posed of within a certain time. 90. Financial year. 91. Detailed annual statement. 92. How distributed ; reserve fund 93. Distribution of remainder. 94. Reserve fund limited ; Its object. 95. Notice of meetings for certain purposes ; Two-third vote requisite. 96. Restriction as to rules. 97. Dissolution of the corporation. 98. When question shall be submitted. 99. Dissolution if capital is impaired. 100. Method of liquidation, loi. Proceedings for organization ; notice. First meeting for election of directors. 102. Publication of notices. 103. Yearly statement to be transmitted to Minister of Finance, and what it must contain. [Assented to ^Ist March, 1881.] WHEREAS La socieie Jinanciere de Paris ; the fimi of Kohn, Keinacli and Coini^aiiy, of Paris, in France, l^ankers ; W. Betzold, Esquire, of Paris, iji Prance; Duncan Mclntyre, of Montreal, Esquire; the Honorable J. Rosaire Thibaudeau, Senator of the Dominion of Canada; the Honorable Matthew lleniy Cochi'ane, Senator of the Dom- inion of Canada ; Charles D. Rose, of London, England, banker ; the Honorable Peter Mitchell, of Montreal, and Andrew Robertson, of Montreal, merchant, have by their petition prayed for an Act of incor- poration for the establishment, by means of a capital to be subscrib- ed in Canada, Germany, Prance and elsewhere, of an institution of landed credit having for its object to supply real estate owners in the Dominion of Canada, who may desire to borrow upon hypothecary or mortgage securities, with the means of paying their indebtedness by long term annuities, and with the right to issue and negotiate obli- gations or bonds bearing interest yearly and repayable at par, or with prizes or premiums ; and whereas it is expedient to grant the prayer of Bec'tiuii. 42. Suspension of employees. 43. Detailed annual statement. 44. Power to manager to be executed by board. Deposit of duplicate and notice thereof; effect thereof. 45. General meeting and how composed. List of shareholders ; to be open. 46. Proxies. 47. Time and place of general meeting. 48. Special meetings. 49. Calling of meetings and notice to be given . 50. When meeting is constituted. 51. Second meeting if there is no quorum ; proceedings to be valid. 52. OflRcers of the meeting. 53. Proceedings at the meeting. Increase of capital, &c. All matters of interest to corporation . 54. Minutes to be kept. 55. Copies to be evidence. 56. Nature of loans to be made on annuity ; repayable. 57. Security to be taken for loans. 58. Loans may not be made on certain i)rop crty specified ; not on mere usufruct ; proviso 59. Amount of loan. 60. Rate of interest. 61. What annuity shall include. Sinking fund. 62. When annuities shall be payable. 63. Interest on overdue annuities. 64. No interest recoveiable in certain cases, unless the mortgage contains a certain statement as to principal and interest. 65. No rate recoverable beyond that shewn in such statement. 66. Anticipated payments. 67. Certain property to be insured ; policies. 68. No loan below $250. 3. Branch Domini* ■» 'I JV^ ! 1881. Credit Fonciei', Dommiioii of Cmiada. Cap. 59. 119 their petition : Therefore Her Majesty, by and with the advice and consent of the Senate and House oi Commons of Canada, enacts as follows : — TITLE FIKST. |i INCORPORATION OF THE INSTFrUTION. I. A Corporation is hereby created and constituted mider the name of the Credit Fancier of the Dominion of Canada. TITLE SECOND. OBJECTS OF THE CORPORATION. 3. The objects of the Corporation shall be, — 1. To loan, upon the hypothec or mortgage, to owners of real es- tate either freehold or leasehold with the Dominion of Caivada, tums of money repayable either at long date by annuities, or at short date, with or without a sinking fund ; 2. To loan, upon the security of hypothecary, mortgage or privi- ledged claims afEecting immovables, or of the transfer of a mortgage or lien on real estate either freehold or leashold situate in the Dominion of Canada, sums of money payable either at long date by annuities, or at short date, with or without a sinking fund ; 3. To loan, upon hypothec, mortgage or otherwise, to municipal and school corporations, to Fahriques and tnistees for the construction or repair of churches in the said Dominion, such siims of money as they may be authorized to borrow, and repayable either at long date by an- nuities, or at short date with or without a sinking fund ; 4. To acquire by subrogation or transfer, hypothecary, mortgage or privileged claims upon immovables situate in the said Dominion ; 5. To purchase bonds or delientures issued by municipal and school corporations in the said Dominion, and by incorporated companies doing business in the said Dominion, and to re-sell tlie same if deemed advisable ; 6. To make loans to the Government of any of the Provinces of the Dominion ; 7. To create and negotiate, as representing its operations, obliga- tions or bonds, to an amount which shall not exceed five times the amount of its paid-up and unimpaired capital. TITLE THIRD. .1 i of HEAD OFFICE AND DURATION OF THE CORPORATION. 3« The seat or chief office of the Corporation shall be at Montreal. Branch offices may be established at such other places in the said Dominion as the Board of Management may deem advisable. 120 Cap. 59. Credit Fonder^ Dominion of Canada. 44 Vic. ' 1 iW^'f^ 4. The duration of the Corporation shall be limited to ninety-nine years, dating from tlie comine mto force of this Act, unless further extended as hereinafter provided. TITLE FOURTH. CAPrrAL BTOOK — SHARES INSTALMENTS. 5. The Capital stock shall be five million dollars gold, divided inte fifty thousand shares of one hxmdred dollars each. It may be in- creased by a resolution adopted at a special general meeting. 6 The capital stock shall be composed of issues of ten thousand shares each, of which the first shall be issued at once, on the ten thousand shares composing the first issue, ten per cent, shall be paid on subscrip- tion and fifteen per cent, in the month following : the dates of the is- sues of the remaining forty thousand shares shall oe determined by the Board of Management. Holders of shares previously issued shall, within the delay fixed by the Board of Mai agement, be intitled by pri- vilege and in proportion to the stock they liold, to subscribe for the forty thousauQ shares. The new shares must be paid up in the same proportion as the shares previously issued ; the new shares shall not be allotted below par; and the Board of Management shall determine the amount of the subsequent calls, as well as the manner and the de- lay in which they shall be paid up ; the Corporation may commence business whenever one million dollars have been subscribed and twenty- five por cent, thereof has been paid up. •7. The subscribers to the capital stock to the extent of the ten thousand shares mentioned in section six, shall l)e the founders of the Corporation, and shall, as such, be entitled to the benefits mentioned in sections eight and ninety-three of this Act. Stock certificates shall be given to the founders to esfciblish their rights under the first paragraph of section eight and to facilitate their obtaining their shares of the pro- fits specified in section ninety-three. The Board of Management snail detennine the form of such certificates, and the method oi their trans- fer shall be the same as in the case of shares. 8* In the event of the capital stock being increased beyond five million dollars, the founders and holders of shares previously issued shall have a right, by preference, to subscribe for the snares to be issued in the ratio of thirty per cent, for the founders or their representives, and seventy per cent, for the shareholders. 2. The allotment of such seventy per cent, shall be in proportion to the amount of stock held by each shareholder. 3. Such of the shareholders as do not hold sufficient stock to enti- tle them to at least one share in the new issue may unite together to form the number and to exercise their rights. 4. A resolution of the Board of Management, shall determine the delays and the manner in which the benefit of the above provisions may be claimed. ■^ yv yD, 1881. Credit fancier, Dominimi of Canada. Cap. 59. 121 O. The amount of the shares shall be payable in pjold, or its equi- valent, at Montreal or such other place or places and at such dates as may Ije fixed by the IWrd of Management. After the first call has been paid up there shall be delivered to each shareholder an interim stock certificate bearing one of a series of numbers, upon which all sub- sequent payments shall be inscribed. The calls shall be made known to the shareholders by means of advertisements inserted, a month be- forehand, in the Canada Gazette and one or )nore daily newspaper published in Montreal, and such other place or places as may be aeter- mined by the Board of Management. 10. Every sum of money of which the payment is delayed, shall, of right, bear interest, and without a suit at law being necessary, for the benefit of the Corporation, at the rate of six per cent, per annum from the date at which such puymeut became due. 11. The Board of Management shall have the power to provide bv by-law for the forfeiture of stock for the non-payment of calls maae thereon, and the disposal of forfeited stock and of the proceeds thereof . The steps hereinabove authorized to be taken shall not prevent the Cor- poration from having recourse, at the time, to ordinary proceedings at law : the proceeds oi the sale, after deducting the costs, snail be applied upon the amount due by the expropriated shareholders, who shall still be liable for the difference, if there be a deficiency, but who shall be en- titled to receive the surplus, if there be imy, 12. The Corporation may, if they deem it advisable so to do, de- liver certificates to bearer, for shares on which forty per cent, is paid up, provided the said shares are held, owned and transferred on the conti- nent of Europe. Certificates to bearer shall be taken from a register with counterfoil ; they shall be numbered consecutively and bare the signature of two Directors and the seal of the Corporation. :t. Stock certificates to order shall be negotiable to order by transfer, granted by the seller and accepted by the buyer ; when the parties act through an agent, the power of attorney shall be delivered to the Corporation. 14. Certificates to bearer shall be transferred by simple delivery. 15. Any shareholder may claim, in exchange for certificates made payable to bearer, a certificate to his order : the Board of Management shall determine the conditions, the manner, and the cost of effecting such exchange of certificates. lO. The ownership of more than one share, in the name of the bearer, shall be established by a collective certificate. IT. Every share shall give its holder a right in the ownership of the assets of the Corporation and to a share in tne profits, in proportion to the number of shares issued. Payment of the dividends upon any share, either to order or to bearer, shall be valid, if made to the holder of the certificate. 18. The shareholders shall be liable only for the amount of their shares ; and no call shall be permitted beyond such amount 1 ^■fip 122 Cap. 69. Credit Fonder, Doininitm of Canada. 44 Vic. I ■ i*r fi; 11^. Every Bliare hIihU be indivisible, and tlio Corporation shall recognize but one owner for each nhare ; co- proprietors oi a share shall bo required to be represented by one and the same person. ISO. The rights and obligations ap})ertaining to shares shall follow the certificate into whatever hands it may la^vf ully pass ; the possession of a share shall of right entail compliance with tne by-laws or regula- tions of the corporation and the decisions of general meetings. 21* In the event of any stock certificates to bearer being lost, the Corporation shall not be obliged to replace them or to pay the interest or (iividends due thereon, until it has been furnished witn satisfactory proof of the loss of such certificates and of the rights of the claimants, and also until all legal formalities have been fulfilled : the Board of Management shall determine the conditions on wliich certificates to order, which have been lost or mislaid, shall be replaced. TITLE FIFTH. MAI^AOKMENT OF THE CORPOBATION. Section I. — Boa/rd of Mana/jement. S2. The Corporation shall be managed by a Board of Manage- ment, composed of from seven to twenty-one Directors, who shall annually elect from amongst their number, a President and a Vice- President ; the number of Directors may, from time to time, be fixed by by-law ; until otherwise provided, the Board shall be composed of seven Directors. 23. The Directors shall be appointed at the general meeting of the shareholders ; nevertheless, the first Board of l^nagement shall be appointed by the persons mentioned in the preamble, and by those having power and authority to act for the companies therein named. This latter Board shall remain in oflice.for one year ; and before enter- ing upon office, each member shall establish that he is possessed of fifty shares. Fifty shares of his stock shall be held by the Corporation as security for his good conduct and management as Director, and shall not be transferable while he remains in office. 24. One-third in number of the Directors shall go out of oflSce every year after the first year ; it shall be decided by lot which of the Directors shall retire during the three years next after the first year ; and afterwards, they shall retire by seniority : they may always be re- elected : any vacancy occurring among the Directors shall be tem- porarily filled up by the Board, and the next ensuing general meeting shall definitively elect a successor : a Director appointed in the place of another shall remain in oflSce only during the remainder of his prede- cessor's term of oflBce. 25. The Directors shall, for every , ane they are present, receive a counter, of wliich the value shall be determined by the general meet- ing. 7. TT 1881. Credit FoHcier^ Dominion of Canada, Cap. 59. 123 if- JJtt. The Board of Management shall meet a« often ae the interests of the Coqioration may require, and at least once a m(mth. The meet- ings shall be called by the President or Vice-President, or by the Director chosen by the lioard to lill his place. 2. No resolution can be adopted unless three of the Directors residing in Canada are present. Directors residing in foreign parta or those who are absent may be re])resented at the meetings of the Jioard by proxy given to one of their collesigues. No Director shall, as proxy, nave more than three votes at the Board. 3. Directors who are absent may also give their vote in writing by correspondence. 4. All resolutions and by-laws shall be carried by a majority of the votes cast at the meeting ; when the votes are equal, the Presi- dent, Vice-President or presiding Dinjctor shall have a casting vote, 27. The proceedings shall be recorded by minutes entered in a register and signed by the President, the Vice-President, or the Direc- tor chosen by the Board to fill his place, and the Secretary ; copies or extracts of such minutes which are required to be produced in court or elsewhere, sbull be certified by the President or Vice-President. 88. The Board of Management shall have full powers for the management of the affairs of the Corporation : it shall pass by-laws for its internal management ; it shall appoint and remove the managers, officers and employees of the Corporation, shall determine their powere and fix their fees, salaries antl gratuities; it shall also determine the amount of the security which they shall give, and if necessary, author- ize it to be repaid ; it shall, if need be, authorize the purchase of immovable property in the Dominion of Canada, for the purpose of establishing its offices therein, and the sales of such immovables and those acquired in payment or for the protection of their claims ; it shall decide upon — 1. The general conditions on which loans shall be granted ; 2. The conditions and terras on which the borrowing powers shall be exercised ; 3. Calls upon shares issued and the issue of new shares ; 4. The annual statement of accounts to be submitted to the gen- eral meeting ; 5. The determining the amount of the dividend and of the amounts to be advanced on account thereof ; 6. The establishment or closing of branch offices or agencies ; 7. The amalgamation of the Corporation with other companies with the consent of a majority of the shareholdei's at a meeting spe- cially called for the purpose ; 8. Its anticipated dissolution ; 9. The rules under which the managers shall in general administer the affairs of their respective divisions ; 10. The creation and issue of obligations or bonds ; the date of their issue ; the rate of interest, which shall not exceed that authorized ^M I 124 Cap. 69. Credit Fonder, Dominion of Canada. 44 Vic. by law in tlio Dominion of Caniidii ; the date of the repayment thereof, the number of drawings {tiraycH an sort) and the amount of the prizes or preniiuinB, tlie percentage wliereof, together with the interest tliereon, shall not exceed the rate authorized by law, 11. It shall submit, each year, to the meeting a report upon the accounts and the financial position of the Corporation, — whicn report shall be printed and distributed to the members at the meeting. 29. The Board of Maiuigement shall decide upon applications for \t)Ans and other transactions, and grant or refuse them • but it may delegate that power to a committee thereof, for applications which do not exceed twenty thousand dollare. 80. The Board of Management may appoint and remove, when it sees fit, a " Local Board '■ in each division ; such Local Boards shall bo composed of not less than three persons ; they shall exercise the powers of the Board relating to applications for loans or proposals for the transfer of hypothecary or mortgage claims, the amount of which does not exceed ten thousand dollars Canadian currency ; but the Board of Management may further limit the amount of such applica- tions and proposals. No proceedings of the Local Board shall be valid unless a majority of the members are present ; the Board may also appoint an agent to act for the Corporation in Europe and may confer upon him such powers as they deem desirable within the scope of their authority. 31> The members of the Board of Management shall not incur any personal or joint and several liability in the performance of their dntiea ; they shall be responsible only for the proper execution of their tmst. 32. A register for the transfer of the shares of the Corporation, sold out of Canada, shall be kept in a place to be fixed by the Board of Management ; and the officer in charge of such register shall forward a list of transfers effected therein to the office of the Corporation in Montreal, in order that a complete register may be preserved there of all the shares to order in the said Corporation. /Section II. — The Auditors. 33. Three auditors shall be appointed by the general meeting. They shall remain in office for one year, and shall be eligible for re-election. 2. In case of the death, absence, illness or retirement of one of the auditors, the remaining auditors shall forthwith elect a successor. 3. Every auditor shall be the holder of at least twenty-five shares and his stock to that extent shall be held by the Corporation as security for his good conduct as auditor, and shall not be transferable while he remains in office. 4. The provisions of section twenty-five of this Act shall apply to the auditors a£ well as to the Directors. 1881. Credit Fonoier, Dominion of Comada. Cap. 69. 1 2S 84* The duty of tho auditora aliall be tu hoc to tho strict obeorv ance of tho provisions of this Act as to the issue of bonds and other- wise ; they snail be entitled to be present at the meeting of the Bi>:ird and to give tlieir opinion ; thev shall examine the yearly accounts and inventories and certify to their correctness ; the books and accounts, and generally all documents of the Corporation, shall ho subnutted for their examination, at their request. They may, at any time, examine tlie cash, securities and vouchers of tho Corporation. 39* They shall make an annual return to the general meeting, — which return shall bo printed and distributed to the members two weeks previous to the meeting. 8tt. The auditors shall have tho riglit, who ' they unanimously decide upon it, to have a special general meeting Ct>!lod. Section III. — Management in the Dominioii. 87. For the transaction of business the Board of Management may form divisions, and may subdivide such divisions an 1 form others. 8M. The affairs of eacli division shall be administered by a man- ager who may also be a Director. J<0. Every mar ger shall be the holder of at least fifty shares, and his shares to tha , extent shall be held by tlie Corporation as secur- ity for his good conduct as manager, and shall not be transferable while he remains in office. ' 40. The duties and powers of the managers shall bo such aa may be prescribed from time to time by the Board of Management. 41. The manager may, with the permission of tho Board of Management, require the assistance of and be represented by a deputy ; but he shall be responsible for all his acts and the consequences thereof : all powers delegated by him shall be special and temporary. 42. The manager may suspend any employee in his office, but he shall refer the matter to the Board of Management, and he shall temporarily replace any employee who may be suspended ; in case of the death, absence or inability to act of any of the employees, he shall provide a temporary substitute. 48. On the first day of January of each year, the manager shall Srepare a detailed statement of the operations of the Corporation in his ivision during the preceding year : such document shall be submitted to the Board of Management, who, after having examined it, shall for- ward it, with its observations thereon, to the auditors. 44. The President shall, after the appointment of a manager by the Board of Management, execute in duplicate a procuration or power of attorney, countersigned by the Secretary, authorizing him to act, "within the limits of his powers, for and in the name of the Corpora- tion ; a duplicate of the procuration shall be deposited in the oflice of the Secretary of State of Canada, and the latter shall give notice, in the Canada Gasette, of such appointment and of the deposit of the pro- i 126 Cap. 59. Credit Fonder, Dominion of Ccmada. 44 Vic. cnration. All registrars shall be bound, after sucli notice, to receive all deeds passed by such manager within the limits of his powers, and before the |,..blicati<>n in the Canada Gazette of a revocation of the procuration, as suliicient without requiring any proof of his power to act. TITLE SIXTEI. OKNERAI. MKKTIN08. 45. The geneial meeting regularly constituted shall represent the whole body of the shareholdcis ; but in order to be entitled to take part in the proceedings of the general meeting, the shareholders must have held the shares they vote ujxm at least thirty days before the day appointed for the meeting. A list of shareholders, having a right to take part in the general meeting, shall be prepared by the Board of Management, and shall show opposite the name of each shai'cholder the number of shares which he holds. Such list shall be open to the examination of such shareholders as wish to examine it for at least ten days before the day fixed for the meeting, at the office of the Corpora- tion in Montical. 40. No one may be represented except by a proxy who is a member of the meeting. 47. The general meeting shall be held before the thirtieth of April in each year, at Montreal, until some other place has been fixed by by law. 48, Special meetings sh ill, moreover, be held whenever the Board of Management deems it necessary, or the auditors unanimously require the same. 411. The meetings shall be called at such place and by such notice as may be determined by by-law, and voting may be by ballot. 50. The meeting shall be regularly constituted when one-fourth of the shares forming the capital stock is represented thereat. 51. If the condition provided for in the next preceding section is not fulfilled, the Board of Management shall, a second time, call a gen- eral meeting within an interval of at least one month ; and in such case the delay between the calling of the meeting and the day on which it shall be held, may be reduced to fifteen days. All the pro- ceedings of members present at the second meeting shall be valid, whatever may bo the number of the shares which tliey represent, but only with respect to the subjects mentioned on the oraei-s of the day drawn up for the first proposed meeting. 52. The officers of the meeting shall be the chairman, two scruti- neers and a secretary; the President of the Board of Management shall be, ex-oj/ieio, the chairman of the meeting ; in his default, the meeting shall be presided over by the Vice-President, or, in the absence of both, by a Director designated by the l^oard ; the duties of scrutineer shall be performed by two shareholders elected at the meeting. 1881. Credit Foncier, Dominion of Canada. Cap. 59. 127 53* The report of the Board of Management on the position of the affairs of the Corporation, shall be read to the meeting, as also, if reqixired, the observations of the auditors: the meeting shall approve or reject the annifal accounts and shall appoint the Directors and audi- tors, whenever it is necessary to replace them ; it shall take into con- sideration, when the proposition is submitted to it, the advisability of increasing the capital of the Corporation, and also the rules and regu- lations for the government of the Corporation, and for the administra- tion and management of its alfairs, and also the amendments or additions to be made to them ; finally, it shall definitely decide upon all things touching the interests of the Corporation and, by its resolutions, con- fer upon the Board of Management the necessary powers for such cases as have not been provided for. 94. The proceedings shall be recorded by minutes entered in a special register, and signed by the officers of the meeting. flfl>. The proof of the proceedings of the general meeting shall, as far as third parties are concerned, be derived from true copies or extracts, certified as hucIi by the President or Vice-President. TITLE SEVENTH. OF LOANS ANM) OTUER TRANSACTIONS. 56* The Corporation may effect hypothecary or mortgage loans of two kinds : the first shall be repayable by annuities calciiliited bO as to extinguish the debt in a space of ten years at the least and fifty years at the most; the second shall bo repayable within a period of not more than ten years. 57. The Corporation shall lend to proprietors of immovables only on first hypothec or mortgage, — constituted seignorial rents and equivalent ground rents being alone excepted : loans by which debts already registered are to be repaid, shall be considered as made on first hypothec or mortgage, when by the fact of such payment or subroga- tion made in favor of the Corporation, the hypothec so created shall be the first charge on th - property; in such cases the Corporation shall keep in its possession sufficient funds to meet such payment. 58. Loans may not be effected by the Corporation on the following, — 1. Theatres; 2. Mines and quarries ; 3. Undivided immovables or real estate, if the hypothec or mort- gage be not established on the whole of such immovables or real estate, with the consent of all the co-proprietors ; ' 4. Immovables of which the usufruct and the mere ownership are not vested in the same person, unless all those having any right in the property consent to the creation of the hypothec. This provision relates to the management only and shall not affect the validity of the hypothec: Provided always, that nothing herein contained shall pre- vent loans being effected by the Corporation on the security of lease- hold property. s •ii 1 1 ^ i ;/ r ' » 128 Cap. 59. Credit Foneier, Dommion of Cmiada. 44 Vic. i 50. The amount of the loan sliall not exceed one-half of the esti- mated value of the immovable hypothecated if the same be farm or unimproved property, or two-thirds of the estimated value in the caae of property situated in cities or towns. 60. The rate of interest to be charged on all sums loaned, shall be determined by the Board of Management and shall not exceed six per centum per annum, except in the Provinces and Territories west of the Province of Ontario, where interest at the rate of seven per centum per annum may be charged. 61* The annuity, as well of long as of short 'date loans stipulated in the contract of loan, shall include — 1. Interest; 2. The sinking fimd, determined by the rate of interest and the duration of the loan ; and may also include — 3. An annual allowance for cost of management, which shall not exceed one per cent, per annum of the principal loaned ; but the inter- est charged together with the charge for management shall not exceed six per cent, to the borrower in all, except m tlie Provinces and Terri- tories west of the Province of Ontario, wliere it shall not exceed seven per cent, per annum in all. 62. Annuities shall be payable lialf-yearly, at the dates fixed by the Board of Management; but when the first instalment is due the borrower shall only pay interest for such part of six months as have elapsed from the time of the effecting of the loan until the payment of sucn first instalment. 03. Every half-yearly instalment of an annuity, if not paid when due, shall, of right and without any putting in default being necessary, bear interest for the benefit of the Corporation at the same rate afi the loan itself. 64. Wlienever any principal money or interest secured by mort- gage of real estate is, by the same, made payable on the sinking fund plan, or on any plan under which the payments of principal money and interest are blended, or on any plan wliich involves an allowance of interest on stipulated repayments, no interest whatever sh.ill be charge- able, payable or recoverable, on any part of the principal money advanced, unless the mortgage contains a statement showing the amount of such principal money and the rate of interest chargeable thereon, calculated yearly or half-yearly, not in advance. 65. Whenever the rate of iijterest shewn in the statement referred to in the next preceding section is less than the rate of interest which would be chargeable by virtue of any other provision, calculation or stipulation in tlie mortgage, no greater rate of interest shall be charge- able, payable or recoverable on tlie principal money advanced than Uie rate shewn in the said statement. 66. Debtors shall be entitled to discharge their debts before they become due, whether in whole or in part only : anticipated payments shall give rise to an indemnity in favour of the Corporation, wnich shall not exceed three months interest upon the capital repaid before coming due at the rate agreed upon for the loan. as red icli he ley nts lall ing 1881. Crt (lit Fanner^ Doiinnion of Canada. Cap. 50. 129 07. Properties liable in whole or in part to destruction by fire shall be insured against fire, at tlie expense of the borrower ; the con- tract of loan shall contain a transfer of the amount of the policy in case of loss, and the insurance shall be kept up during the entire continuance of the loan. The Cor])oration may require that the policy of insurance be made out in its name and that the amount of the annual premiums be paid by it ; in such case the amount of annuity shall be increased to that extent. Anticipated payments arising from fires shall not carry with them any right to the indemnity authorized by the latter part of section sixty-six. OS. The Corporation shall not loan an amount less than two hundred and fifty dollars, currency of Caiiuda. «0. Loans shall be effected and be repayable in currency of C^anada. ^ 70. The niles laid down in this title shall apply to loans made upon the security of hypothecary or mortgage (»r privileged claims ; and those which relate to the rank of the hypothec or mortgage and to the nature and value of the immovables or real estate ofl^ered as seciirity, shall also apply in cases of acquisition by means of subrogation orti'ans- fer of such claims. 71. The jiroceedings upon applications foi" loans shall be regulated by the Board of Management. TITLE ETGIITIL UONDS. Section /. — General P/'ovisiom*. 73. The Corporation may create and issue bonds or debentiu'cs of two kinds : the fii'st shall be created to represent the operations of the Corporation, with the exception of loans to Govenimenta, to municipal or school corporations, fahr!(ji 82. The bonds or debentures shall be represented by sci-lp taken from a register with a counterfoil ; they shall be signed by two Direc- tors, and sliall bear the seal of the Corporation. 1881. Credit Fancier^ Dominion of Canada. Cap. 59. 131 c.f than taken )irec- 53. Any bond or debenture Issued under the pro^^sionp of this Act may be issued in tlie denoniinaticjii of dollars or francs and tlie coupons attached repi-esentino- interest u])on such bond may correspond to the denomination of tlie bond to whi^li they are attached. 54. Tlie interest upon bonds or debentures, the premiums or prizes, and the sinking fund sliall be set forth upon the scrip. Section II. — Heal Estate Bonds. H*i» The total amount of the real estate and special bonds to be issued shall not exceed live times the amount of the paid up and imim- paired capital of the coi'])()rati(in. 86. The real estate bonds shall be secured by the assets of the Corj^oration, with tlie exception of claims specially set apart to secure tlie redemption of special bonds. ^ 87. Holders of real estate bonds shall have no other recourse, for the recovery of the jjriucipal and interest due thereon, than that which they may exercise against the Corporation directly. ' /SWtion III — Special Bonds. 88. The special bonds shall be secured by the assets of tlie Cor- poration, with the exception of such assets as are set apart to secure tlie redemption of real estate bonds, TITLE NINTH. ACQUISITION OF RP:AL ESTATE. 81>. Tlie Corporation may ac(piire and possess such real estate as may be necessary for its offices for thu administration of its affairs, in the Dominion of Canada, but the yalue of such real estate, ac([uired in each division for such purpose, shall not exceed, at the time of such ac- quisition, the sum of one hundred thousand dollars, Canadian currency ; and it may, from time to time, lease, mortgage, hypothecate, sell or otherwise dispose of or deal with such real estate ; and it may also, for the protection of its investments, purchase and hold real estate mort- gaged or hypothecated in its favour ; but it shall sell or otherwise dis- pose of such real estate so ac(piired in payment or for the protection of its claims within seven years from the acquisition thereof ; and may, in the meantime, deal with and manage, and may, from time to time, mortgage, hypothecate or lease the real estate so acquired and held. TITLE TENTH. INVENTORIES AND ANNUAL STATEMENTS OF ACCOUNTS. f»»'>. The Corporation's financial year shall commence on the first of January and end on the thii'ty -first of December ; the first term shall in- clude, in addition to the year cui-rent when the Corporation commences its operations, the whole of the following year also, 91« At the end of the financial year, a detailed general statement of the assets and liabilities shall be prepared under the supervision of the Board of Management, and further, a suiiimary statement of the I flr \ "HV^ i;, 132 Cap. 59. Credit Ft/ncier, Dominion of Canada. 44 Vic, asgets }ui(l lial)ilitios shall nlso l)c nreparcd every six months; the ac- ('<»unts shall he prepared hy the rxKird of lVraii;if>'euieiit, and shall be submitted to tlie general meeting of the shai'eholders which ishall ap- pnn-e or reject the same. TITLE ELKVKXTir. DIVISION OF PROFITS, KKSICUVK IINI) AND I'HOVIDENT FUND. 1>2. From the nmuud net ])rotits of the Company a dividend of ten percent, npon the ])iud nj) stock may be distributed to the stock- h(»lders, provided the not ])rotlts nre sidlicient to ])ay >iicli dividend ; and of the remaiiidei' of such net protiis one tenth shall be ap])lied to the foundation of a reserve fund nntil such fnncl amounts to one tenth of the paid nj) ca])ital. !>3. Till,' reniiiinder sliull be divided amon<>: the stockholders and founders, in the propoi-tion of thive fourths to the former and one fourth to the Inttei-. O'l. When the I'cserve fund iinioimts to (»ne-tentli of the ca])itiil stock jtaid up, tlie jH'rcenTaue of wliicli it is formed shall cease to beset aside; if such reserve is encroached upon, .--uch ])ercent;it>. In the event of the Corporation having lost in addition to its reserve fund, one-third of its paid up cajiital stock, the dissolution and liquidation of the Corporation shall be proceeded with, unless the share- liolders consent to pay up the lost capital. ive, fhcld lo its hare- 1881. Credit Fonder, Dominion of Canadd^J^iX]). 59. 133 100 Wlion the di^isolutioii aiul liiiuidntion of tlic roi'iioratioii shall have been decided upon, tlie nenenii meeting of the .shari'lic dders shall determine the method of ii([uidation to be followed ; it shall also ap- point liquidators : if the ijeneral meeting' doi's not come io any decision on this point, the dissolution and li(iuidation >liall be proceeded witli under the laws in force in the Dominion of Canada. TITLE FOUIITEEXTII. ORGANIZATION AND FINAL tt)NSTrrUTION OF THE COKPORA'nON. lOI. The persons uicntioued in thepreaiuble may open subscrip- tion books for the first issue of sliares in the capital stock, at such place and for such time as they may deem advisable ; after the closinjr of the hooks they shall allot the ten thousard shares, forminj:^ the tirst issue, in such manner as they may deem ]iroper. Notice shall be ^ivcn to each subscriber of his allotment, by a letter addressed to his place of residence, and sent by })ost ; and within tive days from the date at which such letter was sent to his address, each subscriljcr shall pay into the hands of the persoii or I)ankin,-nate(l for that ])urpose ten per cent, upon the amount of the shares allotted to him, and subscribers who sliall so pay ten pei' cent, shall become share- holders. As soon as the tii'st issue of shares shall have been subscribed for, and ten per cent, upon the amount issued shall have been ])aid up, the person s])ecially selected for such [)ur})ose anionii" those mentioned in the preamble, shall call a i^enei'al meeting of the shareholders, by public notice published at least ten days ]»cfore the date of such meet- ing; and at such meeting the persons mentioned in the preamble and those authorized to represent the C-ompanies therein mentioned shall elect the first Directors; and the meeting itsulf shall elect the auditors, ciud thereupon the Corpoi'ation shall be duly organized, and may com- mence its operations. 103* Notices of meetings of shareholders, and all other notices required to be published, shall l)e published in the Canada Gazette. I08* The Corporation shall ti'ansmit, on or l)eforethe first day of March in each year, to the Minister ol" I'^inance, a statement in duplicate to the thirty-lirst dav of Decend')er inclusive of the previous ^•ear, veri- fied l)y the oath of tlic President, the Vice-l*resident, or the Managing Director, setting forth the capital stock of the (Vrporation and the pro- portion thereof paid up, the number of shares to order and the manlier to bearer, the assets and liabilities of the Cor[)oration, the amount and nature of the investments and the average rate of interest derived therefrom, the extent and value of the I'cal estate held, the auKiunt and nature of the obligations or bonds (»r debentures issued and the rate of interest payable thereon, and such other details as to the nature and ex- tent of its business as may be recpiired by the IVIinister of Finance, and in such form and with such details as he may, from time to time, re- (|uire and prescribe ; but the Corporation shall in no c^ise be bound to disclose the names or private affairs of any persons who may have deal- ings with it. is ) I 'f i •>* 134 Cap. 7. Baildiny Societies. CHAP VII. 41 Vic. An Act to ameud the law respecting Building Societies. Section. 2. Preamble. Power to sell mortgages made to Build- ing Societies. Rights of Assignee. Suliscrilted shares may be determined to be fixed capital. Transfer of shares. Sectiuii. 3. Directors may fix the amount payable on subscription for shares and premiums. Calls. Dividends. 4. K. .S. 164, s. 67, amended. [Assented to 7th March, 1878.] WHEREAS, doubts exist as to whether a Society formed or incor- porated under tlie provisions of chapter one hundred and sixty- four of tlie Revised Staiutes of Ontario, intituled " An Act Respecting Building Societies," or under any former Act respecting Building Societies, has power under the authority of any of the said Acts to sell or dispose of mortgages given or made directly to the Society, and it is expedient to remove sucli doubts and to grant additional powers to such Societies ; Therefore Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows : — 1. A society formed or incorporated under the provisions of tlie said recited Act, or under any former Act respecting Building Societies has heretofore had, and any such society and every society hereafter formed or incorporated under the said recited Act, shall hereafter have power and authority to sell, dispose of and assign mortgages given or made directly to it, in like manner as sucli Society may, under the pro- visions of the said Act, sell and assign mortgages ])urchased by it ; and the assignee of any such mortgage shall stand in the place of, and be ei. itled to, and have all the same rights, powers and remedies, and shall be subject to the same obligations and liabilities, under, upon, or in respect to such mortgage as the Society would have been entitled to have had or been subject to if the assignment thereof had not been made. S. The members of any such society entitled to vote may, at any time, by resolution to be ]>assed at any special or general meeting (for which meeting notice of such intended resolution shall be duly given) determine that all shares thereafter subscribed for in such Society shall be fixed and ])ermanent capital and not liable to be withdrawn therefrom, and any share thereafter subscribed for in such Society shall be lixed and permanent capital and not withdrawable therefrom ; such shares shall be transferable in such manner as the By-Laws of the Society may direct, but no such share shall be ti-ansferred, while any call thereon is in arrear or until the same has been forfeited for non- payment of calls . "^ 3. The Directors of any such Society may fix the amount to be paid on the subscription of any such shares, and the premium (if any) which shall be paid thereon, and when such premium shall be payable, 'the a 'time I . I all in to jeeu be any) able, 1878. Building Societies. Cap. 7. 135 and it shall be in the discretion of the Dircctoi's from time to time to call up the balance of any such shares at such time or times as they shall think best ; and any such Society may from time to time pay, notwithstanding that such shares have not been paid in full, or the value thereof been realized, interest or dividend by way of annual or other periodical profits upon the amounts j)aid on such shares, and in all other respects, such shares shall be subject to the general provisions contained in the said A.ct. 4. Section sixty-seven of the said Act is amended by striking out the word "six" in the fifth line thereof, and substituting therefor the word " twelve "; by inserting after the word " February " in the same line the words " or earlier than the end of the Isist preceding financial year of such Society " and by adding to sub-section Uj) of the said section the words " which rate or rates shall be at least equal to the rate or rates which such mortgages or other securities respectively bear or were originally calculated to yield." CHAP. XXVI. An Act to amend the Building Societies Act. Sectioi . Preamble. 1. R. S.,0.,c. 164,5. 52, sub-s. I amended, 2. Interpretation. 3. Extension of business into various Pro- Section. vinces of the Dominion. 4. R. S. O., c. 164, s. 48 repealed, and new section substituted. 5. Payment in advance of calls. [Assented to Wth March, 1879.] WHEREAS by the Revised Statutes of Ontario, chapter one hundred and sixty-four, section fifty-two, it is enacted as follows : " The Board of Directors of any such Society having a paid up "capital of not less than two hundred thousand dollars in fixed and per- "nianent stock not liable to 1)C withdi-awu therefrom may issue deben- " tures of such society to such an amount as with all the other liabilities "of such society will 1)e equal to double the anioiuit of the capitalized "fixed and permanent stock not liable to be withdrawn therefrom and " the reserve fund of such Society ;" And bv sub-section two of said section fiftv-two it is also enacted that ' The total liabilities of such Society shall not at any time exceed "the amount of princi])al remaining unpaid on the mortgages at such "time held by such Society, and in estimating the liabilities f>f .such So- "cietv the amount of cas 1 actually in the hands of such Society or de- "jwsited in any Chartered Bank shall be deducted therefrom.'' And whereas doubts may arise as the meaning of the words "liabilities of such Society" where the same occur in the said section fifty-two : — 136 Cap. 2H. B a ilrfhi j, Loan and Savwy Societies. Cap. 21. 139 uot loan auy iiumey, or leceivu any depoBit, or ifisuc any dobonture, during the year for wlilcli it is alleged a return in accordance with such Boctions has not been nuule, Hiich H(roceed- ings bein^ taken under the sixty-ninth section of the said Revised Statute, if the Lieutenant-Governor in Council shall so order ; (2) It shall be sufficient if the statement required to be furnished on or before the first day of March, one thousand eight hundred and eighty, is transmitted to the Treasurer of Ontario, on or before the first day of April next following, with power to the said Treasurer under the like circmnstances to enlarge such time to a day not later than the first day of May of such year. 4- 14- 22. Joint Stock Cdys^ General Clausen. Cap. 140. 141 CHAP. CXLIX. An Act containing General Provisions applicable to Joint Stock Companies incorporated by Special Act for certain purposes. ^1 Sfi'tion. 1. Short title. 2. Meaning of cx]irt'ssion "Special Act." 3. Interpretation clause ; Company, Under" taking, Real Mstate, Land, Shareholder. 4. To what Companies this Act shall apply. Mui'ufacturing. liuildings for certain purposes. Mineral Springs. Fisheries. Forwarding. Gas or Water. Tele- graphs. Works for transmission of timber. Roads, piers, etc. This Act to be incorporated with .Special Acts inrorporating Joint Stock Companies for the above purposes. 5. How incorporated with Acts for other pur])oses. 6. (leneral corporate powers of every such C(jmpany. Kev. Stat. c. I. 7. Powers under Special Act to be subject to this .\ct. 8. Hoard of Directors. 9. First Directors. 10. Qualification of Directors. H. Election of Directors. As to election? when not otherwise pro- vided for. Provision in case of failure of election. Powers of Directors. By-laws for divers ])urposes ; stock ; tlividends ; ilirectors ; officers ; annual meetings ; procedure ; penalties ; niis- cellaneoi'''. ; by-laws to be contirnied. Proof of Lv-laws. Proviso : calling special meetings. .Slock to be personally ; transfer. Allotting stock. Calling in instalments. Ten pel cent, at least to be called in yearly. Action for calls ; what only need to be alleged and proved. 12 •3 14, '5 16. 17- 18. 19- 20. 21. 22. BectioB. 23. Forfeiture for non-payment ; forfeited shares to belong to the Company. 24. Calls must be paid before transfer. 25. Shareholders in anear not to vote. 26. IJookstobe ke]il by ihe Company ; what to contain. 27. Directors may disallow transfer of stock in certain cases ; their liability if they allow transfers to [lersons without means ; how Director may exonerate himself. 28. l'"ffect of transfer I'.mited until allowed. 29. liooks to be op.n to shareholders and creditors of Company. 30. I't'fect as evidence. IV'nalty for making untrue entries. 31. Forfeiture of rights for not keeping books. 32. Company not bound to see to trusts on shares. 33. Contracts, bills, notes, ^;c., by the Com- pany, how to be e.KeciUed ; proviso. 34. As to holding stock in other corpora- tions. 35. Lialiility of shareholders. 36. .Shareholders not liabK beyond amount of their stock. 37. As to stock held by pe:sons in a repre- sentative capacity. 38. \'oting on such stock. 39. Liability of Directors for certain debts of Company. Limitation of actions. 40. Penalty Au paying tlividends when Com- pany is insolvent, \c. How a Direct- or may exonerate himself. 41. Penalty for lending Company's money to shareholders. 42. Actions between Company and share- holders. 43. Service of process on Company. JS HER MAJESTY, by and witli tlie advice aiidoonsout (if tlioLeg-islative ^Vsseiiibly of the rroviiice of Ontario, enacts as follows: 1. This Act may be cited as " I'he (hitarlo Joint Stock Compn- nies Gt'ni'i'dl Clan.s(us Act.''^ 3. The e.xiiression " The Sjiecial Act," when used in this Act, shall be construed to mean any Act incorpofatinp; a Company for any of the purposes herein mentioned, and with wliicli this Act is incorpo- rated, in manner hereinafter mentioned, — and iilso till Acts amending such Act. 24 V. c. 18, s. 3. 3* The following words and expressions, both in this and the Spe- ■ I 142 Cap. 1 49. Joint Stock Co^ys, General CloAises. Imm^ cial Act, shall have tho meanings hereby assigned to tliem, unless there is something in the siil>je<-t or ('(intext repngnant to such constniction, that is to say : (1.) " The Conipanj' " shall mean the Company incorporated by the Special Act ; (2.) " Th« undertalcing " shall mean the whole of the works and- business of whatever kind, which the Company is authorized to under- take and carry on ; (3.) " Real estate " or " land," shall include all real estate messuages, lands, tenements and hereditaments, of any tenure ; (4.) •" Shareholder " shall mean every subscriber to or holder of , stock in the CVunpany, and shall extend to and inchule the personal representatives of the shareholder. 24 V. c. 18, 8. 4. 4. When not otherwise expressly enacted, this Act shall apply to every Joint Stock (Company, sul»ject to the J ^gislative authority of the Legislatnre of this Province, and incorporati i by any Special Act pass- ed since the the eigteenth day of May, 1861, or hereafter, for any of the following purposes : 1. The carrying on of any kind of mannfacturing, shipbuilding, mining, mechanical or chemical business ; 2. The erection and maintenance of any building or buildings to to used in whole or part as a Mechanics' Institute, or Public Reading or Lecture Room, or as a place for holding Agricultural or Horticultu- ral Fail's or Exhibitions, or as a place for Educational, Library, Scientific or Religious purposes, or as a Public Hotel, or as a place for Baths and Bath-houses ; 3. The opening and using of Petrolium, Salt or Mineral Springs ; 4. The carrying on of any Fishery or Fisheries in this Province, or the waters thereto adjacent, and the building and equipping of ves- sels required for such Fishery or Fisheries ; 5. The carrying on of any general foi'warding business, and the construction, owning, chartering or leasing of ships, steamboats, wharves, roads, or other property required for the pui-pose of such forwarding business ; 6. The supi^lying of any place with Gas or Water, or with both Gas and Water ; 7. The constructing of any line or lines of Telegraph ; 8. The acquii'ing or constructing, and maintaining of any dam, slide, pier, boom or other work necessary to facilitate the transmission of timber down any river or stream in this Province, and the blasting of rocks, the dredging or removing of shoals or other impediments, or the improving otherwise of the navigation of such streams for such purpose ; 9. The acquiring or constnicting, and maintaining, of any plank, macdamized or gavelled road, or of any bridge, pier, wharf, dry dock, or marine railway ; Joint Stock Co'ys, General Clauses. Cap. 149. 143 And this Act shall be deemed to be incorporated with every such Special Act : and all tlie clauses and provisions of this Act unless they are expressly varied or excepted by any such Special Act, shall apply to the Company thereby chartered, so far as applicable thereto, and shall, as well as the clauses and provisions of eveiy other Act incoi*porated with such Special Act, form part of such Special Act, and be construed together therewith as forming one Act. 24 Y. c. 18, s. 1. 5. For the purpose of incoiiiorating this Act, or any of its pro- visions with a Special Act for purposes other than aforesaid it shall be sufficient in such Special Act, to enact, that the clauses of this Act, or such of them as in such Act may be particularly designated to that end, shall be incorporated with such Special Act ; and thereupon, all such clauses, save in so fai- as they ai-e expressly varied or excepted by such Special Act, shall be construed as if the same were formally embodied and reproduced therein. 24 Y. c. 18, s. 2. 6* Every Company incoqiorated for any of the abo^'e purposes, under any Special Act, •^" "11 be a body corporate under the name declared in the Special Act, and may acquire, hold, alienate and convey, any real estate necessary or requisite for the carrying on of the under- taking of such CJompany, and shall be invested with all the powers, pri- vileges and immunities necessary to carry into effect the intentions and objects of this Act and of the Special Act, and which are incident to such corporation, or expressed or included in " The Interpretation Aet.^'' 24 Y. c. 18, s. 5. T. All powers given by the Special Act to the Companv shall be exercised subject to the provisions and restrictions contained in this Act. 24 Y. c. 18, s. 6. S. The affairs of every such Company shall be managed by a Board of not less than three, nor more than nine Directo . 24 Y. e. 18, 8. 7. tt. The persons named as such, in the Special Act, shall be the Directors of tlie Company, until replaced by others duly named in their stead. 24 Y. c. 18, s. 8. 10. No person shall be elected or named as a Director thereafter, unless he is a shareholder, owning stock absolutely in his own right, and not in arrear in respect of any call thereon ; And the major part of the after Directors of the Company shall, further, at all times, be persons resident in this Province, and subjects of Her Majesty by birth or naturalization. 24 Y. c. 18, s. 9. 11 . The after Directors of the Company shall be elected by the shareholders, in general meeting of the Company assembled, at such times, in such wise, and for such tenn, not exceeding two years, as the Special Act, 'or, in default thereof, the by-laws of the Company, may prescribe. 24 Y. c. 18, s. 10. 12. In default only of other express provisions in such behalf, by the Special Act or by-laws of the Company, — il' . ■; I 14:4 Cap, 149. Joint Stock Cdys^ General Clcmaes. 1. Sncli election sliall take place yearly, all the Tnembers of the Board retiring, and (if otherwise (jualitied) being eligible for re-election; 2. Noti(!e of the time and place for holding general meetings of the Company whall ])e given at least ten days previously thereto, in some newpaper published at or as near as may be to the place in which the office or chief place of business of tlie Compony is ; 3. At all gciui'id iiicctings of tho Company, every shareholder shall be entitled t(» as many votes as he owns shares in the C(jmpauy, and may vote by jjroxy ; • 4. Elections of Directors shall be by ballot ; T). Vacancies occurring in the Hoard of T)ircctors may be filled for th(! un('xj)ired remainder of the term, by the Uoard, from among the (lualified shaivholdci-s of the Company; . The Directors may from time to time make by-laws not con- trary to law, nor to the Special Act, nor to this Act, to regulate — {(i) The allotment of stock, the making of calls thereon, the pay- ment thereof, the issue and registration of certificates of stock, the for- feiture of stock for non-payment, the- disposal of forfeited stock and of the proceeds thereof, the transfer of stoctc ; {!)) The declaration and payment of dividends ; {(') The number of the Directors, their term of service, the amount of their stock qualification ; (//) The appointn'iCnt, functions, duties and removcil of all agents, officers and servants aper Joint Stock Cd'ya, Oeneral Clauses. Cap. 149. 147 published at, or as near as may be possible to, the office or chief place of business of the Company, such Director may thereby, and not other- wise, exonerate himself from such Kability. 24 V,, c. 18, s. 24. 28. No transfer of stock shall be valid for any purpose whatever, save only as exhibiting the rights of the parties thereto towards each other, and as rendering the transferee liable ad interim jointly and severally with the transferor, to the Company and their creditors, — until entry thereof has been duly made in such book or boo.cs. 24 V., c. 18, s. 25. 29. Such books shall, during reasonable business hours of every day, except Sundays and statutory and obligatory holidays, be kept open for the inspection of sliareholders and creditoi's of the Company, and their personal representatives, at the ofHce or chief place of busi- ness of the Company ; and every such sliareholder, creditor or repre- sentative may makfe extracts therefrom. 24 V. c. 18, s. 26. 30. Such books shall ha prima facie evidence of all facts pur- porting to be thereby stated, in any suit or proceeding against the Company or against any shareholder. 24 V. c. 18, s. 27. \_Section 28 of 24 V. c. 18, is asfoilojcs: 28. Every Director, officer or servant of the Company, who knowingly makes or assists to make any untrue entry in any audi book, or who refuses or neglects to make any proper entry therein, or to exhibit the same, or to allow the same to be inspected and extracts to be taken therefrom, shall be guilty of a misdemeanor, and being convicted thereof shall be punished accordingly.] 31* Every Company neglecting to keep such book or books open for inspection as aforesaid, shall forieit its corporate rights. 24 \. c. 18, 8. 29. 32. The Company shall not be bound to see to the execution of any trust, whether express, implied or constructive, in respect of any shares ; and the receipt of the shareholder in whose name the same stand in the books of the Company, shall be a valid and binding dis- charge to the Company for any dividend or money payable in respect of such shares, and whether or not notice of such trust has been given to the Company ; and the Company shall not be bound to see to the application of the money paid upon such receipt. 24 V. c. 18, s. 30. 33. Every contract, agreement, engagement or bargain made, and every bill of exchange drawn, accepted or endorsed, and every promis- sory note and cheque made, drawn or endorsed on behalf of the Com- pany, by any agent, officer or servant of the Company, in general accordance with his powers as such under the by-laws of the Oorapany, shall be binding on the Company ; and in no case shall it be necessary to have the seal of the Company affixed to any such contract, agree- ment, engagement, bargain, bill of exchange, promissory note or cheque, or to prove that the same was made, drawn, accepted or endorsed, as the case may be, in pursuance of any by-law, or special vote or order; nor shall the party so acting as agent, officer or servant of the Com- pany, be thereby subjected individually to aii/ liability whacsoever to any third party, therefor ; m- 148 Cap. 149, Joint Stock Cd'ys, General Claitses. 2. Nothing in this section shall be construed to authorize the Com- pany to issue any note payable to tlie bearer thereof, or any promissory note intended to be circulated as money, or as the note of a bank. 24 y. c. 18, 8. 31. 34* No Company shall use any of its funds in the purchase of stock in any other corporation, unless in so far as such purchase is specially authorized l>y tiie Special Act, and also by the Act creating Buch other corporation. 24 v. c. 18, s. 32. 35* Each shareholder, until the whole amount of his stock has been paid up, shall be individually liable to the creditors of the Com- f)any, to an amount ecpial to that not paid up thereon ; but shall not be iable to an action therefor by any creditor, oefore an execution against the Company has been returned unsatisfied in whole or in ])art ; and the amount due on such execution shall be the amount recoverable with costs, against such shareholders. 24 V. c. 18, s. 33'. 30. The shareholders of the Company shall not as sucli be held responsible for any Act, default or liahility whatsoever, of the Com- pany, or for any engagement, claim, payment, loss, injiiry, transaction, matter or thing whatsoever, relating to or connected with the Company, beyond the amount of their re^-pective shares in the capital stock there- of. 2^ V. c. 18, s. 34. •17. No person holding stock in the Company as an executor, ad- ministrator, tutor, curator, guardian or trustee, shall be person- ally subject to liability as a shareholder, but the estates and funds in the hands of such person, shall be liable in like manner, and to the same extent, jvs the testator or intestate, or the minor, ward, and inter- dicted person, or the person interested in such trust fund, would be, if living and competent to act, and holding such stock in his own name ; and no person holding such stock as collateral security, shall be per- sonally subject to sucli liability, but the person pledging such stock shall be considered as holding the same, and shall be liable as a share- holder accordingly. 24 V. c. 18, s. 35. 38. Every such executor, administiutor, tutor, curator, guardian or trustee, shall represen the stock in his hands, at all meetings of the Company, and may vo«- accordingly as a shareholder ; and every per- son who pledges his stock may nevertheless represent the same at all such meetings, and may vote accordingly as a shareholder. 24 V. c. 18, 8. 36. 30. The Directoi*s of the Com]>any shall be jointly and severally liable upon any and every written contract or uTidertaking of the Com- pany on the face whereof the word " Limited " or the words " Limited Liahility ^^ are not distinctly Vv'ritten or printed after the name of tlie Company where first occurring, and also to the labourers, servants and apprentices of the Company, for all debts not exceeding one year's wages, due for service performed to the Company whilst they are such Directors respectively ; but no Director shall be liable to an action upon any such contract or undertaking or for recovery of any such debt, unless the Company has been sued upon or for the same within one lan the icr- all . c. ally om- lited the and 'ear's snch upon debt, one Joint Stock Co''ys, General Clatises. Cap. 149. 149 year after the same became exigible, nor yet unless such Director is sued thereon or therefor within one year thereafter, nor yet before an execution against the Company has been returned imsatiefied in whole or in part ; and the amount due on sucli execution sliall be the amount recoverable, with costs, against tlie Directors. 24 V. c. 18, s, 39. 40. If the Directors of the Company declare and pay any divi- dend when the Company is insolvent, or any dividend the payment of which renders the Company insolvent, or diminishes the capital stock thereof, they shall be jointly and severally liable, as well to the Com- pany as to the individual shareholders and ci'editors thereof, for all the debts of the Company then existing, and for all thereafter contracted during their continuance in ofnce, respectively ; but if any Director present when such dividend is declared, fortlnvith, or if any Director then absent, within twenty-four hours after he has become aware tliere- of and able so to do, enters on the minutes of the Board of Directors his protest against the same, and within eight days thereafter causes such protest to be published in at least one newspaper published in or as near as may be possible to the place where the office or chief placs of business of the Company is, such Directors may thereby, and not otherwise, exonerate himself from such liability. 24 V.c. 18, s. 37. 41. No loan shall be made by the Company to any shareholder, and if such is made, all Directors and other officers of the Company making the same, or in any wise assenting thereto, shall be jointly and severally liable to the Company for the amount of such loan, — and also to third parties, to the extent of such loan with legal interest, for all the debts of the Company contracted from the time of the making of such loan to that of the re-payment thereof. 24 V. c. 18, s. 38. 42. Any description of action may be prosecuted and maintained between the Company and any shareholder thereof. 24 V. c. 18, s. 41 43. Service of all manner of summons or writ whatever upon the Company, may be made by leaving a copy thereof at the office or chief place of business of the Company, with any grown pereon in charge thereof, or elsewhere with the President or Secretary thereof ; or if the Company has no known office or chief place of business, and has no known l^resident or Secretary, then, upon return to that effect duly made, the Court shall order such pul)lication as it may deem requisite to be made in the premises, for at least one month, in at least one newsjjaper ; and such publication shall be held to be due service upon the Company. 24 V. c. 18, s. 40. m 150 Cap. 150. Joint Stock Cd'ys by Letters Patent. CHAP. C L . JHi' An Act respecting the incorporation of Joint Stock Com- panies by Letters Patent. \ { Section. Boction. 3- 4- 5- 6. 7- 8. 9- 10. II. 12, '3. 14 «S 1 6. '7 i8. 20, 21. 22. 24- 26. 27 Short title. Interpretation of the words : — " The letters patent," "The supplementary letters patent," "The Company,' "The undertaking," "Real estate," "Land," "Shareholder." Companies formed for certain purposes may be incorporated by letters patent. Notice to be given in the Ontario (iazette, and what it shall contain. Petition for letters patent, what it shall contain . Notices for incorporation of companies by the Legislature may in certain cases be accepted as notices for letters patent. Lieutenant-Governor may dispense with notice when capital $3,000 or under. Preliminary conditions, to be estab- lished. Proof thereof. Power to take affidavits. Name different from that ])roposed may be given without further notice. Notice of issuing letters patent. Com- pletion of incorporation. Change of name and supplementar/ let- ters patent. Compelling changt of name. Change of name. 37 V. c. 35 (O). Certam informalities not to invalidate letters patent. General corporate powers of such com- panies. Sub-division of shares. Increase of capital. By-law for that purpose. Reduction of capital ; by-law for that purpose; liability of shareholders on decrease ; such by-laws must be approved by shareholders and con- firmed by supplementary letters patent. Petition for supplementary letters patent; By-law, &c., to be produced with peti- tion; powers of officer charged to report on petition. Granting of supplementary letters patent; notice thereof; effect of such letters patent. Powers by the letters patent to be sub- ject to this Act. Board of Directors. Provisional Directors. Qualifications of Directors. After Directors, to be elected. Mode of election; yearly; notice; votes; ballot ; vacancies ; President aiitl officers. Failure to elect Directors, hnw remedied. Change in the number of Directors. 28. 29. 30. 31- 32. 33- 34- 35- 36. 37- 38- 39- 40. 41. 42. 43- 44. 45- 46. 47. 48. 49. SC- 52. 53- S4- SS- 56. 57. 58. 59- 60. Powers and duties of Directors. By-laws ; stock ; dividends ; Directors ; officers ; meetings ; fines ; conduct of affairs generally ; confirmation of by- laws. Power to issue bonds, debentures, and to grant mortgages. Special meetings. Evidence of by-laws. Slock, jiersonul estate. Allotment of stock. Disposal of slock. Payment to Presi- dent or Director. Calling in instalments. Calls. Ten per cent within first year. Enforcement of payment of calls, by action. Forfeiture of shares. Restriction as to transfers. Shareholders in arrears not to vote. Record books to be kept and what to contain. Refusal to enter transfer if calls not paid. Transfer valid only after entry. Books to be opened for inspection. Books to be prima facie evidence. Penally for false entries. Liability for refusal to allow inspection of books. Lists of shareholders and statements of affairs to be made yearly, with other particulars. Contents of statement ; mode of writing same ; verification thereof ; posting thereof ; deposit with Provincial Secretary ; penally for de- fault. Company not to be liable in respect of trusts, &.C. Contracts, &c. when to be binding on company. Proviso as to notes, bank- ing and insurance. Not to purchase stock in other cor- porations. Lial)ility of shareholders. Limited to amount of stock. Trustees &c., not personally liable. Mortgages. Trustee, etc., may vote. Mortgagor of stock may vote. Liability of Directors declaring a divi- dend when Company is insolvent, &c. How a Director may avoid such liability. No loan by Company to shareholder. Except in certain cases. Liability of Directors for wages. Service of process on the Company. H consti-i 37 V. 'W ' 1 Joint Stock Cd'ya hy Ldtera Patent. Cap. 160. 161 HcRtloii. 65. Sul)sistinfT companies may apply under this Act. 66. Sulisisting companies may apply for letters patent with extended powers. 67. I'roofs may l)e l>y affidavit. 68. Windiny up Acts to api)ly. Section. 61. Actions between Company and share- holders. 62. Mode of incorporation, etc., how to be set forth in lejjal proceedings. 63. Forfeiture of charter for non-user. 64. Fees n letters patent, etc., to lie fixed by yrder-in-Council. HER MAJESTY, by .iiid with the advice und consent of tlie Legis- lative Assembly of the Province of Ontario, enacts as follows: 1. This Act may he cited as " The Onia/rio Joint Stock Compa- nies' Letters Patent Act." 2. Tlie following expressions in this Act, and in all letters patent and supplementary letters patent issued under the same, shall have the meaning hereby assigned to them, unless there is something in the sub- ject or context repugnant to such construction, that is to say : (1.) '' The letters patent" shall mean the letters patent incorporat- ing a (Jompany for any purpose (contemplated by this Act ; (2.) " The suj)i)lementary letters patent" shall mean any letters patent granted for the increasing or reducing of the capital stock of such Company. (3.) '" The Company" shall mean the Company so incorporated by letters patent ; (4.) " The undertaking" shall mean the whole of the works and business of every kind, which the Company is autliorized to carry on ; (5.) " Real estate" or '■' land" shall include all immovable real property of eveiy kind ; (6.) " Shareholder" shall mean every 8uI)S(!riber to, or holder of stock in the Company, and extend to, and include the ])er8onal repre- sentatives of tlie shareholder. 37 V. c. 35, s. 2. 3. The Lieutenant-Governor in Council may, by letters patent under the Great Seal, grant a charter to any number of persons, not less than five, who shall petition therefor, constituting such persons and others who may become shareholders in the ('onipany thereby created, a body corporate and politic, for any purposes or objects to which the legislative authoi'ity of the Legislature of ( )ntario extends, except the construction and working of Railways and the business of Insurance. 37 V. c. 35, 8. 3. 4. The apphcants for such letters patent must give at least one month's pre\nous notice in the Ontario Gazette, of their intention to apply for the same, stating therein : (rt.) The proposed cori)orate name of 1 o Company, which shall not be that of any other known Com])any, incorporated or unincor- ])orated, or any name liable t(» be unfairly confounded therewith, or otherwise on public ground objectionable ; {d.) The object for which its incorporation is sought ; (c.) The place or places within the Province of Gntario, where its operations are to be carried on, w^th special mention if there be two or more such places, of some one of them us its chief place of busicees ; • I !, J' 1 ■ ,' ■ 1 \ > ■:i:-Mf 1? i' 152 Cup. 150. Joint Stock Co'ys hy Letters Patent. (d.) The amount of its capital stock ; (|»('ct of (lii "I'lliiiaiy shai a.'^ aforesaid. (5) Xotl iiv of aTiy c of bnei Joint Stock Co' ys hy Letters Patent. Cap. 150. 155 petition is in respect of increase or decrease of capital, the bond fide character of the increase or decrease of capital thereby provided for, and that notice of the application for supplementary letters patent haa been inserted for one month in the Ontano Gazette. mi. - n — \lliares sluill liavc the right to select a certain stated prt)portion of tlie Imard of directors, or may give them such, other control over the affairs if the company as may be considered expedient. 41 V. c. S, s. 10. (13) Xo such by-laws shall have any force or effect whatever until lifter it has been unanimously sanctioned by the vote of the shareholders, pioi^i'nt in person or by ])roxy at a general meeting of the company, 'Inly called for considering the same, or unanimously sanctioned in wi'iring l)y the shareholders of sueh company. 41 Y. c. 8, s. 10. (4) All the provisions of The Ontario Joint Stock Letters Patent Aft not inconsistent with this Act shall apply to companies who may I'l'Ciite and issue preferential stock hereunder; and holders of such stock Miall he shareholders within tlu^ meaning of the said Act, and shall in ill respects possess the riglits and lie subject to th(; liabilities of sliare- iiolders within the meaning of the said Act, provided, however, that in ispect of dividends and otherwise they shall, as against the original or iiilinary shareholders, he entitled to the preference given hy any by-law > aforesaid. 41 V. c. 8, s. 10. (5) Nothing in this section shall affect or impair the rights of cred- inrs of any conipany. 41 V. c. 8. s. 10. Joint Stock Coiiipaiiifs iiiiiy issue pivfi'i-eu- tiiil stock. rowers to nn;- feii'iice sliaro- holders Sanction iviinii Oil as to prc- feii'ut'o sliaivs. Ont ,Jt Stk. liCluTS Palriit Act to apiily on issue of jircfcr- enco stoi'k Hi^hts an< liabilities lioldcrs. Uiglits ofciciii ors continiicil. iiuvNespitpei piii>ii»nt:u ai. oi ajs iiutu a«3 iiin^ uu tu luu uuicu or ciiiui piauu of business of the Company ; hi^ :,<»:• 154 Cap. 150. Joint Stock Co'ys hy Letters Patent. 14. Every Company so incoi-porated may acquire, hold, alienate and convey real estate subject to any resti-ietlons or ccnditions in the letters patent set forth, and shall forthwith become and be invested with all rights, real and personal, heretofore held by or for the Com- pany under a tnist created with a view to its incorporation, and with all lfP~"' m\ ■ ^■v,'iti'v-Lii«aii, \^v'»v,iiiv»i ill V-AlUilUll* \AJ report thereon the due passage and sanction of such by-law, and if the 1. Board Jovnt Stock Co'ys hy Letf^s Patent. Cap. 150. 155 petition is in respect of increase or decrease of capital, the ho7m fide character of the increase or decrease of capital thereby provided for, and that notice of the application for supplementary letters patent haa been inserted for one month in the OntaHo Gazette. 3. The Provincial Secretary, or such other officer, may for the pur- poses aforesaid take and keep of record any remiisite evidence in vv^rit- mg, under oath or affirmation ; and he, or any Justice of the Peace, or Commissioner for taking affidavits in the Superior Courts, may adminis- ter every requisite oath or affirmation. 37 v . c. 35, s. 15. 19. Upon due proof so made, the Lieutenant-Governor in Coun- cil may grant such supplementary letters patent under the Great Seal ; and notice thereof shall be forthwith given by the Provincial SecretaiT in the Ontario Gazette, in the form of the. Schedule B appended to this Act ; and thereupon, from the date of the supplementary letters patent, the shares shall be subdivided, or the capital stock of the Company shall be and remain increased, or decreased, as the case may be, to the amount, in the manner, and subject to the conditions set forth by such by-law ; and the whole of the stock, as so increased or decreasea, shall become subject to the provisions of this Act, in like manner (so far as may be) as though every part thereof had formed part of the stock of the Company originally subscribed. 37 V. c. 35, s. 16. 20. All powers given to the Company by the letters patent and supplementary letters patent granted in its behalf, shall be exercised subject to the provisions and restrictions contained in this Act. 37 V. c. 35, 8. 17. 31 . The affairs of every such Company shall be managed by a Board of not less than three Directors. 39 V. c. 7, s. 25. 23. The persons named as such, in the letters patent, shall be the Directors of the Company, until replaced by others duly appointed in their stead. 37 V. c. 35, s. 19. 23. No person shall be elected or appointed as a Director there- after, unless he is a shareholder, owning stock absolutely in his own right, and not in arrear in respect of any call thereon. 37 v . c. 35, s. 20. 24. The after Directors of the Company shall be elected by the shareholders in general meeting of the Company assembled at some place within this Province, at such times, in such wise, and for such term, not exceeding two years, as the letters patent, or (in [default thereof) the by-laws of the Company may prescribe. 37 V. c. 35, s. 21. 25. In default only of other express provisions in such behalf, by the letters patent or by-laws of the Company ; 1. Such election shall take place yearly, all the members of the Board retiring, and (if otherwise qualified) being eligible for re-election ; 2. Notice of the time and j .ice for holding general meetings of the Company shall be given at least ten days prcAnously thereto, in some newspaper published at or as near as may be to the oflSce or chief place of business of the Company ; ' i, 156 Cap. 150. Joint Stock Cdy% hy Letters Patent mm 3. At all general meetings of the Companv, every shareholder shall be entitled to as many votes as he owns shares m the Company, and may vote by proxy ; 4. Elections of Directors shall be by ballot ; 5. Vacancies occurring in the Board of Directors may, unless the by-laws otherwise direct, be tilled for the unexpired remainder of the term, by the Board, from among the qualified shareholders of the Company ; 6. The Directors shall, from time to time, elect from among them- selves, a President of the Company ; and shall also name, and may remove at pleasure, all other officers thereof. 37 V., c. 35, s. 22. 26. If at any time an election of Directors is not made, or does not take effect at the proper time, tlie Company shall not be held to be thereby dissolved ; but such election may take place at any general v .eting of the Company duly called for that purpose ; and the retiring Directors shall continue in office until their successors are elected. 37 v., c. 35, s. 23. 27. A company incorporated under this Act may by by-law increase or decrease the number of its Directors, or may change the Company's chief place of business in Ontario. 2. No by-law for either of the said purposes shall be valid or acted upon unless it is sanctioned by a vote of not less than two-thirds in value of the shareholders present, in person or by proxy, at a general meeting duly called for considering the by-law, nor until a copy of such by-law has been certified under the seal of the Company to the Pro- vincial Secretary, and also has been published in the Ontario Gazette. 38 v., c. 23, s. 2. 28. The Directors of the Comj any shall have full power in all things to administer the affairs of the Company ; and may make, or cause to be made, for the Company, any description of contract which the Company may by law enter into. 37 V., c. 35, s. ^i,part. 29. The Directors may, from time to time, make by-laws not contrary to law, or to the letters patent of the Company, or to this Act to regulate — (a.) The allotment of stock ; the making of calls thereon ; the payment thereof ; the issue and registration of certificates of stock ; the forfeiture of stock for non-payment ; tlie disposal of forfeited stock and of the proceeds thereof ; the transfer of stock ; (J.) The declaration and payment of dividends ; (c.) The number of the Directors, their term of service, the amount of their stock qualification ; {d.) The appointment, functions, duties and removal of all agents, officere and servants of the Company ; the security to be given by them to the Company ; and their remuneration ; («.) The time at which and place where the annual meetings of the Company shall be held ; the calling of meetings, regular and spe- laws m Joint Stock Go'ys hy Letters Patent. Cap. 150. 157 cial, of the Board of Directors, and of the Company ; the quorum ; the requirements aa to proxies ; and the procedure in all things at such meetings ; (/.) The imposition and recovery of all penalties and forfeitures admitting of regulation by by-law ; and {g.) The conduct in all other particulars of the affaire of the Com- pany ; and may, from time to time, repeal, amend or re-enact the same ; but every such by-law, and every repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a general meeting of the Company, duly called for that purpose, shall oiily have force until the next annual meeting of tlie Company ; and in default of confirmation thereat, shall, at and from that time only, cease to have force ; and in that case no new by-law to the same or like effect shall have any force, until confirmed at a general meeting of the Company. 37 V., c. 35, 30. In case a by-law, authorizing the same, is sanctioned by a vote (jf not less than two-thirds in value, of the said shareholders, then present in person or by proxy, at a general meeting duly called for considering the by-law, the Directors may borrow money upon the credit of the Company, and issue tlie bonds, debentures, or other secu- rities of the Company, and may sell the said bonds, debentures, or other securities at such prices as may be deemed expedient or be necessary ; but no such debentures shall be for a less sum than one hundred dollars ; 2. The Directors may, under the like sanction, hypothecate, mort- gage, or pledge the real or personal property of the Company, to secure any sum or sums borrowed for the purposes thereof. 37 V., c. 35, s. 25. 31. One-fourth part in value of the shareholders of the Company shall at all times have the right to call a special meeting tl- reof, for the transaction of any business specified in such written requi»ition and notice as they may issue to that effect. 37 V., c. 35, s, 24, pm't. 3S. A copy of any by-law of the Coiniiany, under its seal, and purporting to be signed by any officer of the Company, shall be received a,s prima facie evidence of such by-law in all Courts of Law or Equity in Ontario. 37 V., c. 35, s. 26. 33« The stock of the Company shall be deemed personal estate, and shall be transferable, in such manner only, and subject to all such conditions and restrictions as by this Act, or ])y the letters patent or by- laws of the Company, may be prescribed. 37 V., c. 35, s. 27. 34. If the letters patent make no other definite provision, the stock of the Company, so far as it is not allotted thereby, shall be allotted when and as the Directors, by by-law or otherwise ordain. 37 Y. c. 35, 6. 28. 35. No by-law for the allotment or sale of " stock at any greater discount or at any less premium than what has been previously author- » i ■I ' ' 158 Cap. 150. Joint Stock Co'ys hy ijetters Patent. I»i«4 MUlf!'' I# ized at a general meeting, or for the payment of the President or any Director, shall be valid or acted upon until the same has been confirmed at a general meeting. 37 V. c. 35, s. 24, jjart. 36. The Directors of the Company may call in and dem;nd from the shareholders thereof, respectively, all sums of money by them sub- scribed, at such times and places, and in such payments or instalments, as the letters patent, or this Act, or the by-laws of the Company require or allow ; and interest shall accrue and fall due, at the legal rate for the time being, upon the amount of any unpaid call, from the day ap- pointed for payment of such call. 37 V. c. 35, s. 29. 9!7' Not less than ten per centum upon the allotted stock of the Company, shall, by means oi one or more calls, be called in and made payable within one year from the incorporation of the Company ; the residue, when and as the by-laws of the Company direct. 37 V. c. 35, s. 30. 3S. The Company may enforce payment of all calls and interest thereon, by action in any Court of competent jurisdiction ; and in such action it shall not be necessary to set forth the special matter, but it shall be sufficient to declare that the defendant is a holder of one share or more, stating the number of shares, and is indebted in the sum of money to which the calls in arrear amount, in respect of one call or more upon one share or more, stating the number of calls and the amount of each, whereby an action has accrued to the Company under this Act ; and a certificate under the seal, and purporting to be signed by an officer of the Company, to the effect tuat the defendant is a shareholder, that such call or calls lias or have been made, and that so much is due by him and unpaid thereon, shall be received in all Courts of Law and Equity as prima facie evidence to that effect. 37 V. c. 35, s. 31. 39« If after such demand or notice as by the letters patent or by- laws of the Company is prescribed, any call made upon any share or shares is not paid within such time as by such letters patent or by-laws may be limited in that behalf, the Directors in their discretion, by vote to that effect, reciting the facts, and duly recorded in their minutes, may summarily forfeit any shares whereon such payment is not made ; and the same shall thereupon become the property of the Company, and may be disposed of as by-laws or otherwise the Company may ordain. 37 V. c. 35, s. 32. 40. No share shall be transferable, until all previous calls thereon have been fully paid in, or until declared forfeited for non-payment of calls thereon. 37 V. c. 35, s. 33. 41. No shareholder being in arrear in respect of any call shall 1^° entitled to vote at any meeting of tlie Company. 37 V. c. 35, s. 34. 43. The Company shall cause a book or books to be kept by the Secretary, or by some other officer especially charged with that duty, wherein shall be kept recorded — shall r I 1 ho Joint Stock Cd])S hy Letters Patent. Cap. 150. 159 (a.) A copy of tlie Icttors patent incorporating the Company, and of any supplementary letters patent for increasing or decreasing the capital stock thereof, and of all by-laws thereof ; (J.) The names, alphabetically arranged, of all persons who are or have been shareholders ; {c.) The address and calling of every such person while such shareholder ; {cL) The number of shares of stock held by each shareholder ; (e.) The amounts paid in, and remaining unpaid, respectively, on the stock of eacli shareholder ; (J!) All tranfera of stock, in their order as presented to the Com- pany for entry, with the date and other particulars of each tmiisfer, and the date of the entry thereof ; and {g.) The names, addresses and calling of all persons who are or have been Directors of the Company ; witli the several dates at which each person became or ceased to be such Director. 37 V. c. 35, s. 35, 43. The Directors may refuse to allow the entry, int(j any such book, of any tranfer of stock whereon any call has been made which has not been paid in. 37 V. c. 35, s. 36. 44. No transfer of stock, unless made by sale under execution, shall be valid for any purpose whatever save only as exhibiting the rights of the parties thereto towards each other, and as rendering the transferee liable ad interim jointly and severally with the transferor to the Company and their creditors, until the entry thereof has been duly made in such book or books. 37 V. c. 35, s. 37. 45. Such books shall, during reasonable business hours of every day, except Sundays ai\d holidays, be kept open for the inspection of shareholders and creditors of the Company, and their personal repre- sentatives, at the office or chief place of business of the Company ; and every such shareholder, creditor or representative, may nuike extracts therefrom. 37 V. c. 35, s. 38. 46« Such books shall ha jnnvia fame evidence of all facts purport- ing to be thereby stated, in any suit or proceeding against the Company or against any shareholder. 37 V. c 35, s. 39. 47. No Director, officer or servant of the Company, shall know- ingly make or assist to make any untrue entry in any such book, or shall refuse or neglect to make any jiroper entry therein ; and any per- son violating the provisions of this section shtill, besides any criminal liabiHty which he may thereby incur, lie liable in damages for all loss or injury which any person interested may have sustained thereby. 37 V c. 35, s. 40. 48. Any Director or officer who refuses to permit any person en- titled thereto to inspect such l)Ook or books, or make extracts there- from, shall forfeit and pay to the ]iarty aggrieved the sum of one hun- dred dollars ; and in ease the amount is not paid within seven day^ after the n -lovery of judgment, the Court in which the judgment \l I --"-n- m lit 160 Cap. 150. Joint Stock Cdys hy Letters Patent, recovered, or a Judge thereof, may direct the imprisonment of the oflPender for any period not exceeding three months, unless the amount with costs is sooner paid. 37 V. c. 35, s. 41. 49. Every Conniany incorporated under this Act shall on or be- fore the first day of February, in every year, make a list in triplicate (verified as hereinafter required) of all persons who on the thirty-first day of December previously, were shareliolders of the Company ; and such list shall state the names alphabetically arranged, and the addresses and callings of such persons, the amount of stock held by them, and the amount impaid thereon ; and shall also make out a summary, verified as hereinafter required, of the state of the affairs of the Company, on the thirty-first day of December preceding. 2. Such summary shall contain the following particulars : Ihi'stly, The names and residences and post office addresses of the Directors, Secretarj-, and Treasurer of the Company ; Secondly, The amount of the capital of the Company and the num- ber of shares into which it is divided ; Thirdly, The number of shares taken from the commencement of the Company up to the thirty-first day of December preceding the date of the summary ; Fourthly, The amount of stock (if any) issued free from call ; if none is so issued, this fact to be stated ; Fifthly, The amount issued subject to call ; Sixthly, The amount of calls made on each share ; Seventhly, The total amount of calls received ; Eighthly, The total amount of calls unpaid ; Ninthly, The total amount of shares forfeited ; Tenthl/y, The total amount of shares which have never been allot- ted or taken up ; El&oenthly, The total amount for which shareholders of the Com- pany are liable in respect of unpaid stock held by them ; Twelfthly, The said summary may also, after giving the informa- tion hereinbefore required, give in a concise form, such further infor- mation respecting the affairs of the Company, as the Directors may con- sider expedient. 3. The said list and summary, and every duplicate thereof required by this Act, shall be written or printed on only one side of the sheet or sheets of paper containing the same. 4. The said list and summary shall be verified by the affidavit of the President and Secretary, and if there are no such officers, or they, or either of them are or is at the proper time, out of this Province, or /-^Vierwise unable to make the same, by the affidavit of the President or Secretary and one of the Directors, or two of the Directors, as the case may require ; and if the President or Secretary does not make or join in the affidavit, the reason thereof shall be stated in the substituted affidavit. red or of or or fase join Ited Joint Stock Co'yH h/ Lett^i'8 Patent. Cap. 150, IHI 5. One of the duplicate lists and sunnnaries, with the affidavit of verification, shall be posted in the head office of the Company in Onta- i. I or before the second day of February; and the Company shall kee^, "-lie same so posted, until anotliA* list and summary are posted under the provisions of this Act; and the other two triplicate lists and summaries of verification shall be deposited with the Provincial Secre- tary, on or before the eighth day of February next after the time here- inbefore fixed for making the summary. 6. If any Company makes default in complying with tlie provisions of this section, such Company shall incur a penalty of twenty dollars for every day during which such default continues, and every Director, Manager or Secretary of the Company, who knowingly and wilfully authorizes or j>ermits such default, shall incur the like penalty. 37. V. c. 35, 8. 42. 50. The Company shall not be bound to see to the execution of any trust, whether express, imi)lied or constnictive, in respect of any share ; and the receipt of tlie shareholder inj^hose name the same stands in the books of the Company, shall be a valia and bindmg discharge to the Company for any dividend or money payable in respect of such share, whether or not notice of such tnist lias been given to the Com- pany ; and the Company shall not be bound to see to the application of the money paid upon such receipt. 37 V. c. 35, s. 43. 51. Every contract, agreement, engegement or bargain made and every bill of exchange drawn, accepted or endorsed, and every promis- sory note and cheque made, drawn or endorsed on behalf of the Company by any agent, officer or servant of the Company, in general accordance with his powers as such under the by-laws of the Company, shall be binding upon the Company ; and in no case shall it be necessary to have the seal of the Company affixed to any such contract, agreement, engagement, bargain, bill of exchange, promissory note or cheque, or to prove that the same was made, drawn, accepted or endorsed, as the case may be, in pui-suance of any by-law, or special vote or order ; nor shall the party so acting as agent, officer or servant of the Company, be thereby subjected individually to any liability whatsoever to any third party therefor. 2. Notliing in this Act shall be construed to authorize the Com- pany to issue any note payable to the bearer thereof, or any promissory note intended to be circulated as mone^', or as the note of a bank, or to engage in the business of Banking or Tnsuranee. 37 V. c. 35, s. 44. 53. No Company shall use any of its funds in the purchase of stock in any other corporation, unless exi)ressly authorized by by-law con- finned at a general meeting. 37 Y. c. 35, s. 45. 53. Each shareholder, until the whole amount of his stock has been paid up, shall be individually liable to the creditors of the Com- pany, to an amoimt equal to that not paid ui> thereon, but shall not be fiable to an action therefor by any creditor, before an execution against the Company has been returned unsatisfied in whole or in part ; and 11 162 Cap. 150. Joint Stock Co*ys by Letters Patent. \\ m^^. • m i 1! 1 L i [; the amount dno on such execution sluill, subject to the provisions of the next section, be the amount recoverable with costs, against such shareholders. 2. Any shareholder may plead by way of defence, in whole or in part, any set-off which he could set up against the Company, except a claim for unpaid dividends, or a salary, or allowance as a President or Director. 37 V. c. 35, s. 46. (54. The shareholders of the Company shall not as such be held responsible for any act, default, or liability whatsover, of the Company, or lor any engagement, claim, payn^'^nt^ 'oss, injury, transaction, matter or thing whatsoever, relating to <;r ;iyuiiected with the Company, be- yond tne unpaid amount of their reopective shares in the capital stock thereof. 37 V. c. 35, s. 47. 55. No person holding stock in the Company as an executor, ad- ministrator, tutor, curator, guardian or trustee, shall be personally sub- ject to liability as a shareholder; but the estates and funas in the nands of such person shall be liable in like manner, and to the same extent, as the testator or intestate or the minor, ward or interdicted person, or the person interested in such trust fund, would be, if living and Competent to act and holding such stock in his own name ; and no per- son holding such stock as collateral security, shall be personally subject to such liability, but the person pledging such stock shall be considered as holding the same, and shall be liable as a shareholder accordingly. 37 V. c. 35, 8. 48. 56* Every such executor, administrator, tutor, curator, guardian, or trustee, shall represent the stock in his hands, at all meetings of the Company, and may vote accordingly as a shareholder ; and every per- son who pledges his stock may nevertlieless represent the same at all such meetings, and may vote accordingly as a shareholder. 37 V. c. 35, 8. 49. 57. The Directors of the Company shall not declare or pay any dividend when the Company is insolvent, or any dividend the payment of which renders the Company insolvent, or diminishes the capital stock thereof, but if any Director present when such dividend is declared, forthwith, or if any Director then absent, within twenty-four hours after 4ie has become aware thereof and able so to do, enters on the minutes of the Board of Directors his protest against the same, and within eight days thereafter causes such protest to be published in at least one newspaper published at or as near as may be possible to, the office or chief place of business of the Company, such Director may thereby, and not otherwise, exonerate himselt from liability. 37 Y. c. 35, s. 50. 58. No loan shall, be made by the Company to any shareholder, and if such is made, all Directors and other officers of the Company making the same, or in arywise assenting thereto, shall be jointly and severally liable to the Company for the amount of such loan, and also to third parties, to the extent of such loan with legal interest, for debts of the Company contracted from the time of the making of such loan to that of the repayment thereof : But this section shall not apply to a Jomt Stock Cd'ys hj Letters Patent. Cap. 150. 163 Building Society, or to a Company inporporatiid for tlie loan of money, in any manner to which tho authority of this Legirtlaturo, or the mean- ing of this Act applies. 37 V. c. 35, e. 51. 59. Tho Directors of the 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 Com- pany while tliey are su(!h Directors respectively ; but no Director shall be liable to an action therefor unless the Company has been sued there- for within one year after the debt became due, nor yet unless such Director is sued therefor within one year from time when he ceased to bo such Director, nor yet before an execution against the Company has been returned unsatisfied in whole or in part; and the amount due on such execution shall be tho amount recoverable with costs against the Directors. 37 V. c. 35, s. 52. 60. Service of all manner of summons or writ whatever upon the Company, may be made by leaving a copy thereof at the office or chief place of business of tlie Company, with any grown person in charge thereof, or elsewhere with the President or Secretary thereof ; or if the Company has no known office or cliief jilace business, and has no known President or Secretary, then ujion return to that fact duly made, the Court shall order such publication as it may deem requisite to be made in the j)remise8, for at least one month, in at least one newspaper; and such publication shall be held to be due service upon the Com- pany. 37 V. c. 35, 8. 53. 61. Any description of action may be prosecuted and maintained between the Company and any shareholder thereof. 37 V. c. 35, s. 54. 63. In an action or other legal proceeding, it shall not be requisite to set forth the mode of incorporation of the Company, otherwise than by mention of it under its corporate name, as incorporated by vir- tue of letters patent, or of letters patent and 8upplemen*^"y letters patent, as the case may be, under this Act ; and the letterb patent or supple- mentary letters patent themselves, or any exemplification or copy there- of under the Great Seal, shall be conclusive proof of every matter and thing therein set forth. 37 V. c. 35, s. 55. 63. The charter of the Company shall be forfeited by nonuser during three consecutive years at any one time, or if the Company does not go into actual operation within three years after it is granted ; and no declaration of such forfeiture by any Act of the Legislature shall be deemed an infringement of such charter. 37 V. c. 35, s. 56. 64. The Lieutenant-Governor in Council may from time to time establish, alter, and regulate the tariff of the fees to be paid on applica- tions for letters patent and supplementary letters patent under this Act ; may designate the Department or Departments through which the is- sue thereof shall take place ; and may prescribe the forms of proceed- ing and record in respect thereof, and all other matters requisite for carrying out the objects of this Act. ^w liiMOl v: mm \04 Cap. 150. ./m«< Stork Cn'ys hy Letters Patent. 2. Sucli ft'08 may 1)0 inade to vary in amount, under any rule or ruloH — aa to nature of Oonipany, amount of capital, and otherwise — that may l)e deemed expedient. 3. No step shall ho taken in any Department towards the issuo of any letters patent or 8upi)lementary letters patent under this Act, until after all fees therefor have heen duly paiu. 37 V., c. 35, s. 58. Wi. Any Company for purposes or objects within the scope of this Act, heretofore incorporated, whether under a Special or General Act, and now !)eing a HuhKistin^ anil valid corporation, may apply for letters patent under this Act ; and the Lioutenant-CJovernor-in-Council, upon proof that notice of the application has heen inserted for four weeks in the Ontario Gazette, may direct the issue of letters patent incorporating the shareholders of the said Company as a company under this Act, and thereupon all the rij);hts or obligations or the former Company shall be tr.insferred to the new Company, and all proceedings may be c<»ntinued and ('(^mmeuced by or against the new Company, that might have been continued or commenced by or against the old Company, and it shall not be necessary in any such letters patent to set out the names of the shareholders ; and after the issue of the letters patent, the (/ompany shall be governed in all respects by the provisions of tin's Act, except that the liabi.ity of the shareholders to (Teditors of the old Company shall remain as at the time of the issue of the letters pafent. 37 V ., c. 35, s. 60. 06. Where a subsisting company applies for the issue of letters patent under the provisions of the precedmg section, the Lieutenant- Governor may by the letters patent extend the powers of the Company to such other objects within the scope of this Act as the applicants desire, and as the Lieutenant-Governor thinks fit to inolude in the letters patent, and may by the sai No rule entered as aforesaid, shall bo altered, rescinded or re])ealed unless at a general meeting of the members of the Society, convened l)y public notice written or printed, signed by the Secretary and President of the Society in pursuance of a requisition for that pur- pose by more than one half of the members of such Society, which requisition shall state the objects for which the meeting is called and aU be addi'eused to the President and Directors; whereupon each r^ rnp "'»:> smra: 172 Div. 9. Manitoba Building /Society. member sluill be notified of the proposed .ilterationt^ tlirougli the poRt office, within fifteen days ; but three-fourths of the members present at such meeting must concur in such alterations or repeal. 38 V. c. 21, s. 7. 353. The rules of every such society shall specify the place or places at which it is intended that the society shall hold its meetings and shall contain provisions with resi^cct to the powers and duties of the members at large, and of such affairs as may oe appointed for the management of the affairs of the society. 38 V. c. 21, s, 8. 354. The Directors of every such society shall, from time to time at any of their usual meetings elect and appoint such officers of the Society and grant such salaries and emoluments as they may deem fit, and pay any necessary expenses incurred in the management of the Society and shall elect such officers for such space of time and for such purposes as shall be fixed and established by he rules of tlie said Society, and may from time to time, discharge tnem and appoint others in the room of those who vacate or die or are discharged. 38 V. c. 21, s. 9. 355> Every such officer or otlier person appointed to any office in any wise concerning the receipt, management or expenditure of any sum of money collected for the purposes of the said Society shall, before being admitted to take upon him the execution of any such office or tnist, enter into a bond in such form and for such amount as the Directors may determine with two sufficient securities for the just and faithful execution of such office or trust, and for rendering a just and true account according to the rules of the said Society for paying obe- dience to the same and in all matters lawful. 38 V. c. 21, s. 9. 356< Any such society may take and hold any real estate or securities thereon bona fide mortgaged, assigned or liypothecated to the said society either to secure the payment of the shares subscribed for by its members or to secure the payment of any loans or advances made by or debts due such society and may also proceed on such mort- gages, assignments or other securities, for the recovery of the monies Siereby secured, either at law or in equity or otherwise ; and such society may invest in the names of the President and Treasurer for the time being, any of its surplus funds in the stocks of any of the chartered banns or otlier public securities of the province; and all dividends, interests and proceeds arising therefrom shall be brought to account and applied to and for the use of the society according to the rules thereof. 38 V. c. 21, s. 10. POWERS AND AUTHOWTY. 357. Any such society may from time to time lend and advance to any member or other person, money from out of its surplus funds, upon the security and mortgage (hypotheque) of real estate and for such period as to the Society or its Directors seem satisfactory or expedient ; and may receive thereiDr such sum of money by way of bonus besides interest thereon as may be agreed upon, without being subject on account thereof to any forfeiture or penalty and may from time to time vary such investments at their discretion. 38 V. c. 21, s. 11. Manitoba Building Society. Biv. 9. 173 or S{5M. Whenever any such society has received from any sliare- hoUler a mortgage, ov liypothec. or an a«sii!;nment oi* traiisft'i- of any real estate belonguif^ to him or Iier, to secure the payment of any advance, and containing authority to the Society to sell such real estate in case of non-payment of any sti])ulated numher of instalments or sums of money (as every such Society is hereby authorized to do) and containing also power to the said Society, to apply the ]U'oceeds of such sale to the payment of the advances, interest and all other charges due to the said Society, and after perfect payment thereof, and of all costs and expenses incident thereto, to j)ay over the balance to the owner of such estate; such stipulations and agreements shall be valid and binding to all intents and purposes whatsoever, and such Society may cause the same to be enforced by an action or pi-oceeding \\\ the usual course in any court of law in Manitoba, having competent jurisdiction, and such action may be brought in the corporate name of any such Society. 88 \. c. 21, s. 12. 359* Every such Societv may advance in the usual manner moneys on anv real estate wliatsoever of any mend)er of the said Society, as well for the actual purchase of the same, and for the erec- tion of buildings thereon, as generally upttn the security of any real estate belonging to any such member at the time of his borrowing such moneys, and may take a mc»rtgage or assignment of all such real estate whatsoever in securities for such advances, on the same conditions and with the same privileges in all resjiccts as any other real estate author- ized to be mortgaged Oi assigned ; and all securities theretofore taken for monies advanced in the m:tnner aforesaid, shall be valid and binding on the parties to all i.i .. r,:id ])urpo8es whatsoever; and all or any person or persons wh ever, \\hether ca])italists or otherwise, may be- come members of any such Society, aiul c-o-partners and coi'porate bodies mav hold shares therein in the same manner as single individuals. 38 V. c. 2i, s. 13. ACTIONS AND SUITS. i S ^. In any action or proceeding instituted by any such society for th purpose of realizing or l)ringing to sale any property mortgaged or asssigned to the Society as aforesaid, it shall not be necessary to set forth the special matters in the declaration, l»ut it shall be sufficient to allege that the defendant mortgageii or assigned (as the case may be) the real estate — describing the same — to the Society, and that the amount (or sufficient part of tlie amount) stipulated by such party to be paid has become and remains due and owing, whereby an action hath accrued to the Society to have the said estate and property sold; and in order to maintain such action it shall be sufficient, in addition to the customary evidence of the mortgage or assignment of such property or estate, to prove by any one witness, wliether in the employment of or a shareholder in, such society or not, or by any other means that the defendant is in arrear and indebted to the said society in, or exceeding, a sum on the accruing of which, by the terms of sucn mortgage, assign- ment or agreement, the said Society has the right to have the said property or estate sold, any law to the contrary notwithstanding, and thereupon the court shall give judgment for the said amount, and by fT^ 174 Div. 9. Manitoba Bxiilding Society. Wi 'Miij '1 m such judgment order the property to l)e sold hy the Sheriff, after tliree insertions in tlie eoiirse oi four months in the Manitoba Gazette : and it sliall not he necessary for the Sheriff to go through any formaUties in seizing the lands or otherwise. 38 V. c. 21, s. 14. 361. Every sucli Society may forfeit and declare forfeited to the Society, the shares of any iiiemher who neglects or is in arrear such number of instalments as may he fixed by any stipulation or by-law, and every such society may pursue the same course, exercise the same powers, and take and use tlie same remedies to enforce tlie payment of any debt or demand due to such society, as any person or body corpo- rate may by law take or rse for such purpose. 38 Y. c. 21, s. 15. 303. If any person appoi ..tvi to any office by any such society, and being entrusted with, and having in his hands or possession by virtue of his office any moneys or effects belonging to such Society, or rmy deeds or securities relating to the same, dies or becomes bankrupt or insolvent, his he '••:, executors, curators, administrators, or assigns, or other persons having a legal right, shall, within fifteen days after demand nuide by the order of the directors of such society, or the major Eart of them, assembled at any meeting thereof, deliver over all things elonging to the t>aid society, to such persons as the said directors shall appoint and shall pay out of the estate, assets or effects of such person, all sums of money remaining due which such person received b}* vir- tue of his office, before any of his other debts are paid or satisfied, and all such assets, estate and effects shall be bound to the payment and disehargfe thereof accordingly; except that the same shall not be paid or satisfied to the prejudice of mortgages or privileges on real estate, or of liens or privileges on personal estate only, duly executed previous to the appointment of snch officer. 38 V. c. 21, s. 16. 368. A.11 real and personal property, moneys, goods, chattels and effects whatever, and all titles, securities for money or other obligatory instruments and evidences or monuments and all other effects what- ever, and all i-ights and claims belonging to or held by any such So- ciety shall be vested in the Society by its corporate name under which such Society shall be known, and shall for all purposes of action or such as well as criminal as civil, in law as in equity, in anywise touching or concerning the same deemed and taken to be, and shall in every such proceeding (when necessary) be stated to be the property of the So- ciety by the name and style aforesaid without further description and by the said name and style the Society may sue and be sued, bring or defend any action, suit, proceeding or prosecution, criminal as well as civil in law or in equity, touching or concerning the p:-operty, right or claim or belonging to the Society and in all cases concerning any pro- perty, right or claim of the said Society, may sue and be sued, plead and be impleaded. 38 V. c. 21, e. 17. ANNUAL STATEMENT. 364. Members of the Society shall not be personally responsible in respect to the liabilities of the Corporation beyond the amount of the sum unpaid on shares. 38 V. c. 21, s. 19. Manitoba Building Society. Div. 9. 175 86fll. The rules of every such Society shall provide that the Treasurer or other principal ofhocr thereof shall once at least, in every year, prepare a general statement of the funds and effects of the So- ciety, specifyin^jj in whose custody or possession the said funds or effects are then remaining with an account of every sum of money re- ceived and expended by or on account of the Society, since the publi- cation of the preceding periodical statement ; and every such periodical statement shall be attested by two or more members of the Society ap- Sointed Auditors for that pur]H)se who shall not be Directors, and sliall e countersigned by the Secretary of the Society ; and every member shall be entitled to receive from the said Society a copy of such period- ical statement without charge. 38 V. c. 21, s. 20. PERMANENT BUILDING SOCIETIES. 3ttG. Permanent Building Societies enabling persons to become membei's thereof at any time for investment therein or to obtain the advance of their shares by going security therefor and to fix and deter- mine with any such Society the time and amount at, and by which such members sliall repay such advanced shares and obtain the release of the said security without being lial)le to the contingency of losses or profits in the business of the Society, may be formed and subsist under the provisions hereof. 38 V. c. 21, s. 21. 36T« Any Permanent Building Society established and conducted on the principles hereinbefore mentioned which has fulfilled and ob- served the requisite conditions for the establishment of a Building So- ciety under the provisions hereof shall be a Building Society within the meaning of the provisions herein contained, and any person who has approved the rules and regulations of any such Building Society en- tered and recorded in a book as hereinbefore required, and has sub- scribed his name as a shareholder for one or more shares, shall from the time of such approbation and subscription be a member of such Building Society, and the production of the book containing the rules for the management of such Society kept in the manner aforesaid, signed by such person or by his duly authorized attorney and duly witnessed shall be sufficient evidence of membership in such Society. 38 V. c. 21, s. 22. POWERS OF, &C. 368. Any Permanent Building Society may alter amend, report, or make any regulation, rule or by-law for the working of the So- ciety, at a public n -^ting of the members thereof, duly convened ac- cording to the rules of such Society. 38 V. c. 21, s. 23. 369« No such Society, by its rules, regulations and by-laws, autlio)'Jzed to borrow money, shall borrow, receive, take or obtain, otherwise than in stock and shares in such Society from any person or persons any greater sums than three-fourths of tlie amount of capital actually paid in on unadvanced shares and invested in real securities by said Society ; and the paid in and subscribed capital A the Society shall be liable for the amount so borrowed, received or taken by any Society. 38 V. c. 21, s. 24. ''I T^r 176 Div. 9. Manitoba Building So The Lieutenant-Governor in Council may, by letters patent under the great seal of the Province, grant a charter to any number of persons not less than live, vi^ho shall petition iherefor, constituting such persons and others who may become shareholders in the Company thereby created a body corporate and politic for any purposes or objects 12 Allolmenl of stock. Calling in instalments. Ten per cent, within first year. Enforcement of payments of calls by action. Forfeiture of shares. Restriction as to transactions. Shareholders in arrear not to vote, books to be kept and what to contain. Refusal to enter transfer if calls^not paiJ. Transfer valid only after entry. Books to be o])en for inspection. Hooks to be />nma /-!;'>.? V^ *^ ^^M ^# r yS^ ^ ^^ r! r. 178 Div. 7. Joint Stork Co'y» by Letters Patent. to wliieh the Icgislativo authority of the Ivegislature of Manitoba ex- tends, except tl)e constnietion and working of railways and tlie busi- ness of insurance, and tlie buying and selling of lands; provided always, that the capital stock of any such Company shall not at any time exceed the amount of five hundred thousand dollars. 38 V. c. 28, H. 3. 227« The applicant for such lettere patent must give at least one month's previous notice in the Manitoba Gazette of their intention to apply for the same, stating therein : (1.) The proposed corporate name of the Company, which shall not be that of any other known (-onipany incor])orated or unince not made, or do not take effect at the proper time, the Company shall not be held to bo thereby dissolved ; but such election may take place at any general meeting of the Company duly called for that purpose ; and the retiring Directors shall continue in office until their successors are elected. 38 V. c. 28, s. 23. nr ii <8ir t 1 ■fi. ' 182 Div. 7. Joint Stock Co'i/s by Letters Patent. 240. The Diit'ctors of the Coinpany shall have full power in all things to administer the affairs of the Cy()ni]>any ; and may make, or cause to be made for the Company, every description of contract the Company may Ity law enter into; and may, from time to time, make by-laws, not contrary to law, nor to the hitters j>atent of the Company to regulate the allotment of stock, the making of calls thereon, the payment thereof, the issue of registration (^' certiticates of stock, the forfeiture of stock for non-payment, the disj)osal of forfeited stock and of the proceeds thereof, the transfer of stock, the declaration and pa>Tnent oi dividends, the number of the Directors, their term of service, the amount of their stock, «{ualiticatioiis, the apj)iMntment, functions, duties and removal of all agents, otficere and servantH of the Company, the security to \m given by them to the Com])any. their rennmeration, the time at which, and place where the annuiil meetings of the Com- pany shall be held, the calling of meetings n'giilar and special of the Board of Directors and of the Comj)anv, the (|Uornnt. the re(|uircment as to proxies, .ind to the procedure in all things at such meetings, the imposition and recovery of all jKmalties and forfeitures admittmg of regulation by by-law, and the conduct in all (»ther ])articidai"8 of the affairs of the Company, and mav from time repeal, aniend, or re-enact the same; but every such by-law, and every repeal, amendment or re-enactment thereof, uidess in the meantime confirmed at a general meeting of the Company duly called for that pnr)»ose, shall only have force until the next aunnal meeting of the Company ; and in default of continuation thereat, shall, at and from that time only, cease to have force, and in that case no new by-law to the same or like effect shall have any force until confirmed at a general meeting of the (Company : provided always that one fourth part in value of the shareholders of the Com- pany shall at all times nave the right to call a special meeting thereof, for the transaction of any business specified in such written re()uisition and notice as they may issue to that effect : provided also that no by-law for the allotment or side of stock at anv greater discount ; or at any less premium that what has lieen previously authorized at a general meeting, or for the payment of the President or any Director, shall i)e valid or acted upon, until the ssime has been confirmed at a general meeting or sjKJcial general meeting. 38 \. c. 28, s. 2i. 290. In case a by-law, authorizing the same, is sanctioned by a vote of not less than two-thii*d8 in value of the said shareholders, then present in person or by proxv, at a general meeting or a special general meeting duly called for considering the by-law. the Directors may bor- row money upon the credit of the Company, and issue the bonds, de- bentures and other securities of the Company and may sell the said bonds, debentures or other securities at such prices as may be deemed expedient or he necessjiry ; but no such debentures shall be tor a less sum than one lumdred dollars ; and the Directors may, under the like sanc- tion hypothecate, mortgage or pledge the real or personal property of the Company to secure any sum or sunls borrowed for the purposes thereof. 38 V. c. 28, s. 25. 291. A copy of any l)y-law of the Company, under their seal and purporting to be signed by any officer of the Company shall be received Joint Stock Cdya by Letters Patent. Div. 7. 183 »if> priina facie evidence of such by-law of all courts of law or equity in Manitoba. 38 V. c. 28, 8. 2fi. . 292. The stock of the Company shall 1)0 deemed personal estate, and shall be transferable in 8uch manner only, and subject to all such conditions and restrictions as herein, or in lettere patent, or in the by- laws of the Company are contained. 38 V, c. 28, s. 27. 293. If the letters patent make no other definite provision the e^tock of the Company, so far as it is not allotted thereby, shall be allot- ted when and as tne Directors by by-law or otherwise may ordain. 38 V. c. 28, 8. 28. 294. The Directore of the Company may call in and demand from the shareholders thereof respectively, all sums of money by them sub- scribed, at such times and places, and in such payments or instilaments as the letters patent or the j)rovisions hereoi, or the by-laws of the Company may require or allow, and interest shall accrue and fall due at the rate of six per centum per annum, upon the amount of any un- paid call, from the day appointed for the payment of such call. 38 V. c. 28, 8. 29. 299. Not less than ten per (jentum upon the allotted stock of the (Company shall, by means of one or more calls, be called in and made payable within one year from the incorporation of the Company : the residue when and Jis the by-laws of the company shall direct. 38 V.c. 28, 8. 30. 296. The company may enforce payment of all calls and interest thereon, by action in any competent court; and in such action it shall not be necessar}' to set forth the special matter, but it shall be sufficient to declare that the defendant is a liolder of one share or more, stating the number of shares, and is indebted in the sum of money to which the calls in aiTear amount in repect of one call or more upon one share or more, stating the immber of calls and the amount of each, whereby an action liath accrued to the Company ; and a certificate under their seal, and purporting to be signed by any officer of the Company, to the effect that the defendant is a shareholder, that such call or calls luis or have been made, and that so nmch is due by him and unpaid thereon, shall be received in all courts of law and equity 2& j^rima facie evidence to that effect. 38 V. c. 28, s. 31. 297* If after such demand or notice as by the letters patent or by- laws of the Company may be prescribed, any call made upon any share or shares be not paid within snch a time as by such letters patent or by-laws may be limited in that behalf, the Directors in their discretion, by vote to that effect reciting the facts, the same being duly recorded in their minutes, may summarily forfeit any share or sliares whci-eon such payment is not made ; and the same shall thereupon become the property of the Company and may be disposed of as by by-laws or otherwise they shall ordain. 38 V. c. 28, s. 32. 29K. No share or shares shall be transferable until all previous calls thereon have been fully paid in, or until declared forfeited for non-payment qf calls thereon. 38 V. c. 28, s. 33. J nff h f 184 Div. 7. Joint Stock Co'ys hy Letters Patent. 3II9> Nu shareliolder, being in arrear in respect uf anj call, slmll be entitled to vote at any meeting of^the Company, 38 V. c. 29, s. 34. St60. The Company ehall cause a book or books to be kept by the Secretary, or by some other officer especially charged with that dnty, wherein shall be kept recorded : — 1. A copy of the letters patent incorporating the Company, and any supplementary letters patent for .ncreasing or decreasing the capi- tal stock thereof and of all by-laws thereof ; 2. The iiames, alphabetically arranged, of all jiersons who are or have been shareholders ; 3. The address and calling of every such person while such share- holder ; 4. The number of shares of stock held by each shareholder ; 5. The amount paid in and remaining unpaid, respectively, on the stock of each sliareholder ; 6. All transfers of stock in their order as presented to the Com- pany for entry, with the date and other particulare of each transfer, and the date of the entry thereof ; and 7. The names, addresses and calling of all persons who are or have been directors of the Company, with tlie several dates at which each ever became, or ceased to become such director. 38 V. c. 28, s. 35. 9t61« The directors may refuse to allow the entry into any such l)Ook of any transfer of stock whereon any call has been made which has not been paid in. 38 V. c. 28, s. 36. 262. No transfer of stock, unless made by sale under execution, shall be valid for any purpose whatever, save only as exhibiting the rights of the parties thereto towards each other, and as rendering the transferee liable ad interim, jointly and sevenilly with the transferer, to the Company and their creditors until the entry thereof has been duly made in such book or books. 38 V. c. 28, s 37. 268« Such books shall, during reasonable business hours every day, except Sundays and holidays, be kept open for the inspection of shareholders and creditors of the Company and their personal repre- ficntatives, at the office or chief place of business of the Company, and every such shareholder, creditor or representative may make extracts therefrom. 38 V. c. 28, s. 38. 264. Such books shall be prima facie evidence of all facts pur- porting to be thereby stated, in any suit or proceeding against the Company or against any shareholder. 38 V. t. 28, s. 39. 269. No director, officer, or servant of the Company, shall know- ingly make, or assist to make any untrue entry in any such book, or shall refuse or neglect to make any proper entry therein ; and any per- sons violating the provisions of this section sbdU, besides being pun- ished criminally, be liable in damages for all lojs or injury whicn any person interested may have sustained thereby. 38 V. c. 28, s. 40. Joint Stock Cd'ys hy Letters Paieni. l)iv. 7. 115 260. Any director or officer rehwing to permit any perBoii entitled tliereto to inHpect such book or books, or make extracts there- from, ?hall forfeit and pay to tlie party aggrieved the sum of one hundred dollars ; and in case the amount be not paid within seven days after the recovery of a judgment, the court in which a judgment is recovered, or a judge thereof, may direct the imprisonment of the offender for any period not exceeding three months, unless the amount, with costs, be sooner paid. 38 V. c. 28, s. 41. 367« Every Company incorporated under the provisions hereof shall, on or before the tirst day of February in every year, make a list in triplicate (veritied as is hereinafter required) of all persons who on the 3l8t day of December previously, were shareholders of the Com- pany, and snch list shall state the names, alphabetically arranged, and the addresses and callings of such persons, the amount of stock held by them, and the amount unpaid thereon ; and shall also make out a sum- mary, verified as hereinaiter required, of the state of the affairs of the (Company on the thirty-first day of December preceding, which shall contain the following particulars : — 1. The names and residences and post office addresses of the direc- tore, secretary and treasurer of the Company : 2. The amount of the capital of the Company, and the number of shares into which it is divided ; 3. The number of shares taken from the commencement of the Company up to the thirty -first day of December preceding the summary ; 4. The amount of stock (if any) issued free from call ; if none is issued, this fact to be stated ; 5. The amount issued subject to call ; 6. The amount of calls made on each share ; 7. The total amount of calls received ; 8. The total amount of calls unpaid : 9. The total amount of shaiea forfeited ; 10. The total amount of shares which have never been allotted or taken up; 11. The total amount for which shareholdejs of the Company arc liable in respect of unpaid stock held by them, respectively ; 12. The said summary may also, after giving the information hereinafter required, give ni a concise form such further information respecting the affairs of the Company as the directors may consider expedient ; 13. The said list and summary, and every duplici "^hereof re- quired by the provisions hereof, shall be written or printed on one side of the sheet or sheets of paper containing the same ; 14. The said list and summary shall be verified by the affidavit of the President and Secretary ; and if there be no such officers, or they or either of them are or is at the proper time out of the Province, or otherwise unable to make the same, by the affidavit of the President or i ^ I 1) iH 186 Div. 7. Joint Stock Co^y« by Letters Patent. Socretary and oiio of the Directors, or tM*o of tlie Directors, as the case* may require; and if the President or Secretary do not make or join in the affidavit, the reason thereof shall be stated in tlie substitnted affidavit ; 15. One of the duplicate lists and summaries, with the affidavits of verification, shall be posted in the head office of the Company, in Mani- toba, on or before the 2nd day of February, and the Company shall keep the same so posted until anotlier list and sutiimary shall be posted, under the provisions hereof ; and th" other duplicate list and summary, with the affidavit of verification, shall be deposited with tlie Secretary of the Province of Manitoba, on or before the 8th day of February next after the time hereinbefore fixeu for making of the same ; 16. If any Company makes default in comiilying with the provi- sions of this section, such Company shall incur a penalty of $20 every day during which default continues ; and every Director, Manager or Secretary who shall knowingly and wilfully authorize or permit such defanlt shall incur the like penalty. 3S V. c. 28, s. 42. 20H. The Company shall not be bound to see to the execution of any trust, whether express, implied or constructive, in res])ect of any share ; and the receipt of the shareholder, in whose name the same may stand in the books of the Company, shall be a valid and binding dis- charge to the Company for any di/idend or money payable in respect of such share, and whether or not notice of such trust has been given to the Company ; and the Company shall not be bound to see to the application of the money paid upon such receipt. 38 V. c. 28, s. 43. 2B9. Every contract, agi*eement, engagement or bargain made, and every bill of exchange drawn, accepted or endorsed, and ever) promissory note or cheque drawn or endorsed on behalf of the Com- pany by any agent, officer or servant of the Company, in general accor- dance with liis lowers as such officer under the by-1;'. ws of the Company or otherwise, shall be binding upon the Company ; and in no case shall it be necessary to have the seal of the Company affixed to any such contract, agreement, engagement, bari'rain, bill of exchange, promissory note or cheque, or to prove that the s;iiiie was made, drawn, accepted or endorsed, as the case may be, in pnrsiiiince of any by-law or special vote or order ; nor shall the party so acting as agent, officer or servant of the Company be thereby subjected, individually, to any liability whatsoever to any third party therefor ; provided always, that nothing herein contained shall be construed to authorize the Company to issue any note payable to the oearer thereof, or any promissory note intended to be circidated as money, or as the note of a bank, or to engage in the business of banking or insurance or buying or selling land as aforesaid. 38 V. c. 28, 8. 44. 270* No Company shall use any of its funds in the purchase of stock in any other Corporation, unless expressly authorized by a by-law confirmed at a general meeting. 38 V. c. 28, s. 45. 271. Each shareholder, until the whole amount of his stock has been ])aid up, shall \ye individually liable to the creditors of the Com- pany to an amount equal to that not paid up thereon, but shall not be Joint Stock to'i/a by Letters Patent. Div. 7. 187 lial)le to an action therefor by any creditor before an execution against tiie Company ha>< l)een returned unsatisHed in whole or in part, and the amount due on such execution nhall, sul)ject to the provisions of the next succeeding section, be the amount recoverable, with costs, against such sharehohlers ; provided tliat any slmreholder may ])lead by way of defence, in whole or in part, any set off which he could set up against the Company except a claim for unpaid dividends, or a salary or allow- ance as a President or Director. 38 V. c. 28, s. 46. 272. The shareholders of the (/Ompany shall not as such l)o held reponsible for any Act, default or liabilitv whatsoever of the Company, or for any engagement, claim, payment, loss, iniurv, transaction, matter or thing whatsoever, relating to or (!onnected witn the Company, beyond the unpaid amount of tlieir respective shares in the capital stock thereof. 38 V. c. 28, g. 47. 278. No person holding stock in the Company as an executor, administrator, tutor, curator, guardian or trustee shall in; personally subject to liability as a shareholder ; but tlie estate and funds in the hands of such person shall be liable in like manner, and to the same extent, as the testator or intestate or the minor, ward, or other interested ])er8on in such trust fund would l)e if competent to act and holding such stock in his own name ; and no person holding such stock as collateral security shall be personally subject to such hability ; but the person pledging such stock shall be considered as holding the same, and shall be liable as a shareholder accordingly. 38 V. c. 28, s. 48. 274. Every such executor, administrator, tutor, curator, guardian or trustee shall represent the stock in his hands at all meetings of the Company, tmd may vote accordingly as a sliareholder ; and every i>erson who pledges his stock may nevertneless represent the same at all such meetings and may vote accordingly sis a shareholder. 38 V. c. 28, s. 49. 275. The Directors of the Company shall not declare or pay any dividend when the Company is insolvent, or any dividend the payment of which renders the Company insolvent, or diminishes the capital stock thereof ; but if any Director present, when such dividend is declared, do forthwith, or if any Directcjr then absent do within twenty-four . hours after he shall become aware thereof, and able so to do, eater in the minutes of the Board of Directors his protest against the same, and wnthin eight days thereafter publish the same in at least one newspaper published at or as near as may be possible to, the office or chief place of business of the Company, such Director may thereby, and not other- wise, exonerate himself from liability. 38 V. c. 28, s. 50. 276. The Directors of the Company shall be jointly and severally liable to the labourers, servants and apprentices thereof (excluding the officers of the Company) for all debts not exceeding one year's wages due for sei'vices perf onned for the Company whilst they are such Direc- tors respectively ; but no Director shall he liable for an action therefor, unless the Company hsis been sued therefor within one year after the debt became due, nor yet unless such Director is sued therefor within one year from the time when he ceased to be such Director, nor yet w !l 1 [ « i 188 Div. 7. Joint Stock Co'yti fty Letter.^ Patent. before an execution uf^iuHt the Company has l)een returned nnwitirtfied in whole or in part ; and the amount nue on nnch execution Hliall Ih) the amount reeovenihle with costs against the DirectorH, 38 V. c. 28, s. 52. 27*7. Any description of acti(»n may ho prosecuted and maintained between the Company and any Hhareholuer thereof. 38 V. c. 28, 8. 54. 37N. The cliarter of the C^ompany shall he forfeited by non- user during three consecutive years at one time, or if the Company do not go into actual operation witliin three years after it is granted ; and no ^claration of such forfeiture by any Act of the Legislature shall be deemed an infringement of such cnarter. 38 V. c. ' s. 56. S70. The Comjjany shall be subject to such nirther and other S revisions as tlie Legislature of Manitoba may hereafter deem expe- ient, in order to secure the due nuinagement of its affairs and tlie pro- tection of its shareholders and creditors. 38 V. c. 28, s. 57. 280. The Lieutenant-Governor in Council may, from time to time, establish, alter and regulate the tariff of the fees to be paid on application for letters patent and supplementary lettei*s patent under the provisions thereof, and he may designate the department or depart- ments through which the issue thereoi shall take place, and may pre- , Bcribe the ftrms of proceeding and record in respect thereof, and all matters requisite for the carrying out the objects of the provisions herein contained and such fees may be made to vary in amount, under any nile or rules — as to the nature of Company, amount of capital and otherwise — aa may be deemed expedient ; and no steps shall be taken in any department towards the issue of any letters patent or supplemen- tary letters patent, under the provisions hereof imtil the amount of all fees therefor shall have been duly paid. 38 V. c. 28, s. 58. UHl. Any company for purposes or objects within the scope of the provisions iierein contained neretof ore incorporated, whether under Special or General Act, and now being a subsisting and valid corporation, or in respect of which proceedings for incorporation are now being had under which it may hereafter oecome incoi'porated, may apply for letters patent under the foregoing provisions ; and the Lieutenant- Govenior-in-Council upon proof that notice of the application has been inserted for four weeks in the Manitoba OazetU'., may direct the issue of letters patent incorporating the shareholders of the said Company a« a company under the foregoing provisions, and thereupon all tne rights and obligations of the fonner Company shall be transierred to the new Company and all proceedings may be continued or commenced by, or against the new Company that might have been continued or com- menced by, or against the old Company ; and it shall not be necessary in any sucii letters patent to set out the names of shareholders; and after the issue of the letters patent ■'the Company shall be governed in all repects by the provisions hereof, except tiiat the liability of the share- holders to creditors of the old Company shall remain as at the time of the letters patent 38 V. c. 28, s. 59. Joint Stoi'k Co'ys by Letters Patent. Div. 7. 189 3H3. Whereas notice hw been duly pul)HHhod acoonHnj,^ to the rules of the Lv^islutive Assembly that an a])i)lication would be made to the legislature at its then next session for an Act incorporating any Com- pany, the incorporation whereof is sought for objects for wnich incor- poration is authorized by the proyisionsliereof, and in contemplation of its passing a notice of an application for incorporation under the forgoing provisions shall not be neceswiry, and the Lieutoimnt-Governor-in-Councfl upon the report of the proper Minister or otHcer that jiroof has been funiished, that the other rocpnrements hereinbefore contained have been complied with, may grant a charter of incorporation to such Com])any ; in any application under this section the facts re<|uired to be stated in the petition may be veritic the decision of the said arbitratora or the major part of thera, it shall and may be lawful for any one Justice of the Peace residing within the County within which such Society shall be held, upon good and sufficient proof being ad- duced before him of such award having been made and of the refusal of the party to comply therewith upon complaint made by or on behalf of the party aggrieved to summon the person against whom such complaint shall be made to appear at a time and place to be named in such summons and upon his or her appearance or in default thereof upon due proof upon oath of the service of such summons any two Justices 01 the Peace may proceed to make such order thereupon as to them may seem just and if the sum of money so awarded together with the sum for costs not exceeding the sum of ten shillings as to such Justices shall seem meet shall not be immediately paid and such Justices shall by warrant under their hands and seal, cause such sum and costs 1847. Benefit Building Societies. Cap. 83. 201 as aforesaid to be levied by distrcsA or by distresses and sale of the moneys, goods, chattels, securities and effects belonging to the said farty or to the said society or other legal proceeding together with all urtner costs and charges attending such distress and sale or other legal proceeding returning tlio overplus (if any) to the said party or to tlio said society or to one of the Trustees or Treasurer thereof and in default 01 such distress being found or siich other legal proceed- ing being ineffectual then to be levied by distress and saleof the])roper goods of the eaid party or of the said society so neglecting or refusing as aforesaid by other Ipgal proceedings together with such further costs and charges as aforesaid, returning the overplus (if any) to the owner, provided always, tliat when the rules of any Society provided for a reference to arbitrators of any matter in dispute and it shall appear to any Justice of the Peace on the complaint on oath of a member of any such society or of any person claiming on account of buch member that application has been made to such society or the Trustees or Treasurer or other officer there- of for the purpose of having any dispute so settled by arbitration and that such application has not within forty days been complied with or that the arbitrators have neglected or refused to make any award it shall and may be lawful for such Justice to summon the Trustee or Treasurer or other officer of the society or any one of them against whom the complaint is made and for any two Justices to hear and determine the matter in dispute in the same manner as it the rules in the said^society had directed that any matter in dispute as aforesaid should be decided by Justices of the Feace anything lierein contained to the contrary thereof notwithstanding. 23. If by the rules of any such Society it is directed that any matter in dispute as aforesaid shall be decided by Justices of the Peace, it shall and may be lawful for any such Justices, on complaint being made to him of any refusjil or neglect to comply with the rules of such Society by any member or officer tliereof, to summon the person against whom such comj)laint shall be made, to appear at a time and place to be named in such summons, and upon his or ner appearance, or in defaiUt thereof, upon due proof on oath of the service of sue! unimons, it shall and may be lawful for any two justices to proceed tohe.ir and determine the said complaint, according to the rules of the said Society ; and in the caae the said justices shall adjudge any sum of money to be paid by such person against whom such complaint shall be made and such person shall not pay such sum of money to the pei-son, and at the time specified by such justices, the}' shall proceed to enforce their award in the manner hereinbefore directed to be used, in case of any neglect to comply with the decision of the arbitrators appointed under the authority of this Act. 24. Every sentence, order and adjudication of any justices imder this Act, shall be final and conclusive to all intents and pui-poses, and shall not be subject to appeal, and shall not be removed or removable into any Court of Law, or restrained or restrainable by the injunction of any Court of Equity, and no suspension, advocation, or reduction shall be competent. ffPfr 902 Gap. 83. Henefit Bwllding k^oaietiet. \0\ II i^A m S9. A minor may bccomo a tnembcr of any sncJi Society and shall 1)6 empowered to execnto all inHtniinontH, j^ive all necessary aenuit- tanees, and enjoy all the privilegeH, and he liable t() all the reHponsibilitiea appertaining to niembors of matured age, notwithstanding his or her inca- pacity or (liHability in law to act for himself or herself ; Provided always, that such minor be admitted into siu-h Society by and with the ConK'ut of his or her parents, masters, or gnardians. 36. The rules of every such Society shall provide that the trustees, Treasurer, or other principal officer thereof, shall once in every year at least, prepare or cause to be prepared a genend statement of tne funds and enects of or belonging to such Society, specifying in whose custody or possession the said funds or eifects shah bo then remaining, together witn an account of all and every the various sums of money received and expended by or on account oi the said Society since the publication of the preceding periodical statement ; and every such periodical state- ment snail be attested by two or more members of such Society, appointed Auditors for that p.irpose, and shall bo countersigned by the Secretary of sucli Society, and every member shall be entitled to receive from the said Society a copy of such periodical statement ; on payment of such sum as the rules of such Society may require, not exceed- ing the eum of sixpence. V7. On the trial of any action, indictment, or other proceeding respecting the property of any Society enrolled under the authority of this Act ; or in any proceedmgs before any Justice of the Peace, any member of such Society shall be a competent witness, and shall not be objected to on account of any interests lie may have as such member in the result of such action, mdictment or other proceeding. 28. It shall be lawful for the trustees named in any mortgage made on behalf of such societies, or the survivor or survivors of them, for the trustees for the time being, to endorse upon any mortgage or further charge given by any member of such Society to the trustees thereof for moneys advanced by such Society to any member thereof, a receipt for all moneys intended to be secured by such mortgage or further charge, which shall be sufficient to vacate the same, and vest the estate of and in the property comprised in such security, in the person or persons for the time being entitled to the equity of redemp- tion, without it being necessary for the trustees of any such Society to give any re-conveyance of the property so mortgaged, vhich receipt shall be specified in a schedule to be annexed to the rules of such Society, duly certified and deposited as aforesaid. ^ 29. Nothip"; herein contained shall authorize any Building Society established under this Act to invest its funds, or any part thereof, in any Savings Bank. 80. All Building Societies hereafter to be established shall be entitled to the protection and benefits of this Act, but no such Society shall be entitled thereto until their rules shall have been certified and deposited in the manner hereinbefore directed by this Act. 1847. Benefit ButUling Societies. Cap. 88. 208 81. Whorovor in tluH Act, in describing or referring to any person, the word importing the singular number or the ma8'.Miline gender only is used, the same sliall be understood to include, and shall be applied to several persons or parties, as well as one person or party, and fein;ileB as well as males, unless there be something in the subject or context repugnant to such constraction. 82. This Act may be altered, amended or repealed, at this present or any future session of Aasembly. Schedule referred to in this Act. FORM OF AWARD. v7e, the major part of the arbitrators, duly appointed by the Building Society established at in the County of do hereby award and order, that A. B., (specifying >l.y liarae the party or the oflBcer of the Society) do on the day of , pay to C. D. the sum of (or we do hereby reinstate in, or expel A. B. from the said Society, as the case may be.) Dated this day of , A.D. 18 E. F. G. H. FORM OF BOND. in Know all men by these presents, that "'^ A. B., of Treasurer (or trustee, etc.,) of the Building Society established at in the County of , and C. D., of , and G. H., of (as sureties on behalf of the said A. B.) are jointly and. severally bound to E. F, the present Clerk of the Peace for the County of < in the sum of to be paid to the said E. F., as such Clerk of the Peace or his successor. Clerk of the Peace, of the said County of for the time being or his certain attorney, for which payment well and truly to be made we jointly and severally bind our- 204 Cap. 83. Betiefit Building Societies. 10 Vic. Bclves and each of us by hiinaolf our and each of our heirs, executors and administrators firmly by these Presents. Sealed with our seals ; dated the day of in the year of our Lord one thousand eight hundred and ' Whereas the above bounden A. 13. hath been duly appointed Treasurer (or Trustee, etc.,) of the Building Society established as aforesaid, and he together with the above bounden C. D. and G. 11., as his sureties have entered into the above written bond subject to the condition hereinafter contained. Now, therefore the condition of the above written bond is such that if the said A. B. shall and do justly and faithfully execute his office of Treasurer (or Trustee, etc.,) of the said Society established as aforesaid, and shall and do render a just and true account of all moneys received and paid by him, and shall and do pay over all the moneys remaining in his hands, and assign and transfer or deliver all securities and effects, books, papers and property of, or belonging to the said Society in his hands, or custody to such person or persons, as the said Society shall appoint according to the rules of the said Society together with tlie proper or legal receipts or vouchers for such payments, and likewise shall and do in all respects well and truly and faithfully perform and fulfil his office of Treasurer (or Trustee, etc.,) to the said Society according to the rules thereof, then the above written bond shall be void and of no effect, otherwise shall be and remain in full force and virtue. A. B. [L.S.] C. D. [L.S.] G. H. [L.S.] Jol an( hv. an( 1866. Reovoed Benefit Building Societies. Cap. 22. 205 CAP. XXII. An Act to revive and continue an Act intituled "An Act for the regulation of Benefit Building Societies. Section. Bectloo. 1. Act 10 Vic. cap. 83, revised. I 3. Acts 2. Saint John Building Society, &c., pro-! tected by said Act, (lone by New Urunswick Benefit Building Society, &.C., and Saint )ohn liuilding Society, iVc, when valid. Passed, \Uh April, 1866. WHEREAS the Act of Asseinblv made and paHsed in the tenth year of the reign of Her present Majeety, intituled " An Act for the regulation of Benefit Building Societies, hath l»y chapter 162, title 49, of the revised Statutes of the promulgation and repeal of Statutes, been repealed ; and whereas at the time of the repeal of the said Act " The New Bru swick Building Society and Savino;K' Fund," was in existence, but has since been closed, anci divers mortgages made to the Trustees of the said Society cancelled ; and whereas since the repeal of the said Act "The Saint John Ihiilding Society and Investment Fund " hath been formed, and hath been in existence four years and upwards ; and whereas, as is recited in and I)y the said repealed Act, it is desirable to afford encouragement and protection to the Societies commonly called Benefit Builaing Societies, and the property obtained therewith in this Province ; — Be it therefore enacted by the Lieutenant Governor, Legislative Council and Assembly, as follows : — 1. The said Act of Assembly made and passed ui the tenth year of the reign of Her present Majesty, intituled, " An Act for the regu- lation of Benefit Building Societies," shall be and the same is hereby revived and declared to be and continue in full force and operation from the time of the passing of this Act. 2. The Society now established or existing in the City of Saint John, under the name and style of " The Saint John Huilding Society and Investment Fund " and all Benefit Building Societies hereafter to be established within this Province, shall be entitled to tlie protection and benefits of the said revised Act. 3. All tiie proceedings and business transactions of the ^said "New Brunswick Benefit Building Society and Savings' Fund,'' and of and connected with the Saint John Building Society aiid Investment Fund, since tiie time of the repeal of the said Act hereby revived, fso far as the same shall have been in accordance with the provisions of tlie said Act,) shall be and shall be held to be and to have been as valid and effectual in all respects as if the said " Act for the regulation of Benefit Building Societies" had not been repealed, but hau continued in force until the passing of this Act; and all mortgtiges cancelled by the acting Trustees of the said " New Brunswick Benefit Building So- ciety and Savings' Fund " in accordance with the rules of the said Society, and the said Act hereby revised, shall be held to have been !f 206 Cap. 22. Revived Benefit Buildmg Societies. 30 Vic. duly cancelled and discharged ; and the rules and regulations adopted by the members of the said " Saint John Building Society and Invest- ment Fund," (so far as the same shall be in accordance with the terms of the said revived Act,) shall be held to have been, and shall continue and remain in full force and effect ; and the officers of the said So- ciety, shall respectively continue until such time as they may be displaced and others appointed in their room, pursuant to the said rules ; and all moneys, securities for money,' books, writings, property and effects, belonging to, or made or taken in the name oi such Society or the Trustees thereof, shall vest in the persons now acting as Trustees of the said "Saint John Building Society and Investment Fund," to the use and for the benefit, and subject to the liabilities of the said So- ciety, and so from time to time in the succeeding Trustees thereof, and the said securities shall in all respects be valid and effectual according to the tenor thereof ; and the said " Saint John Building Society and Investment Fund " shall from its commencement be held and taken to have been and from henceforth shall be a valid Benefit Building Society, under the terms of the said Act hereby revived and con- tinued. CAP. LVI. An Act in amendment of an Act made and passed in the tenth year of the Reign of Her present Majesty, intituled " An Act for the regulation of Benefit Building Societies and the Act 29th Victoria to revive and continue the same." 7- 8. 9. lo. Section. 11. Society may prescribe certain forms of conveyance ; where conveyance, &c., shall be filed. 12. Society may prescribe terms of insurance entry, sale, &c. 13. Certain existing Societies to receive the benefits of this Act ; Proviso. 14. " The Saint John Building Society and Investment Fund " to be a Corpora- tion. 15. "The Provisional Land and Building Society and Savings Fund" to be a Corporation. 16. Inconsistant provisions of former Acts to be|deemed amended. Passed 17th May, 1871. Be it enacted by the Lieutenant Governor, Legislative Council, and Assembly, as follows : — 1. It shall and may be lawful for any number of persons in this Province to form themselves into and escablish Societies for raising by Bubscriptions of the several members of such Societies, in shares not Section. 1. Societies how formed and established. 2. Societies may hold real estate, &c. 3. Persons forming such Society to be and continue a corporation. 4. Society to have a corporate seal, and the r^hts and privileges of a Corporation. 5. Office of Trustees abolished ; manage- ment of .Society vested in Directors What the rules of Society shall specify. Shares classified. When members shall receive interest on' his share. When shares may be capitalized. Society may receive money on deposit ; Proviso. claii of cess the pect plac the styl^ reel rule. 1871. Benejit BvMdvng Societies, Amended. Cap. 66. 207 exceeding the value of four hundred dollars for each shares, a stock or fund to enable each member to receive out of the funds of the Society the amount or value of his shares therein, for the purpose of erecting or purchasing one or more dwelling house or houses, or oJier freehold or leasehold estate, or for any otlier purposes whatever; and the amount or value of such shares so advanced shall be secured to thre So- ciety by mortgage on freehold or leasehold estate of such member, iintil the amount or value of his shares, with the interest thereon, shall have been fully repaid, as provided by the rules of such Society, together with all hues or liabilities incurred in respect of such shares, as may be provided by such rules. 2. Every such Society now formed or hereafter to be formed shall have the power of purchasing and holding freehold and leasehold estate, of building houses and other structures or erections thereon, and of selling or renting the same, as to such Society or the Directors thereof may be deemed advisable. 3« The persons forming such Society, and all such persons as shall from time to time become, be and continue members thereof, and their several and respective executors, administrators and assigns, shall from the time that the rules of such Society shall be certified or combined, and a transcript thereof filed with the Clerk of the Peace as is provided in the said Act, for the regulation of Benefit Building Societies, be and continue a corporation, body corporate and politic as a Benefit Building Society, by the name and style mentioned in the rules, for the purposes aforesaid. 4. Every such Society shall have a corporate seal, and may re- ceive, take and hold any real and heritable property, lands and tene- ments, moneys, securities for money, or other obligatory instruments, goods, chattels and effects whatsoever, and give, grant, sell, let, cancel, release or assign the same, and may bring or defend, or cause to be brought or defended any action, suit, prosecution or proceeding at law or in equity, concerning the property, rights or claims of such Society, and shall have generally all the rights, powers and privileges, incident to a corporation by Act of Assembly or otherwise. 5. The oflSces of Trustee or Trustees in any such Society is hereby abolished ; and all real and personal estate, property and effects, and all titles, securities, instruments and evidences, and all rights and claims of or belonging to any such Society, shall vest in the Connnittee of Management or Directors thereof for the time being, and their suc- cessors in office, in the corporate name of such Society, for the use of the Society and the respective members thereof according to their res- pective claims and interests. 6. The rules of every such Society shall specify the place or places at which it is intended the Society shall hold its meetings, and the name by \.'hich it shall be stj'led and known, (which name and style may be altered in like manner as is provided in the Act for the regulation of Benefit Building Societies, for an alteration of the said rulfti) and shall contain provisions with respect to the powers and claties 'r . \ i ■u Vr Iflp^ 208 Cap. 56. Benefit Building Societies, Amended. 34 Vic. of the inembere at large, and of the officers appointed for the manaff»- ment of its affairs ; but it shall be lawful for any Society, or for the Directors of such Society, to change the place or places oi meeting, or establish new places of meeting, upon filing a written notit thereof with the Clerk of the Peace with whom the r s may be tiled. T. There may be three classes oi shares in any such Society, viz : monthly investing shares, paid up investing shares and capitalized shares or stock to be regulated respectively by the rules of the Society. 8. No member of any such Society, except in the case of his withdrawal according to the rules of the Society in such case provided shall receive from the funds of the Society any interest or dividend by way of annual or other periodical profit upon any monthly investing or paid up investing share or shares in the Society, until the amount or value of his share or shares has been realized, matured or capitalized as provided for by rule in such case. 9. Any share or shares in any such Society'may be capitalized at any time as may be provided for by rule in such case, and such share or shares when so capitalized shall become fixed and permanent capital stock or shares in such Society, not withdrawable therefrom, but trans- feiable in the same manner as other shares in the said Society, or as may be provided by the rule. 10. It shall and may be lawful for any such Society in the rules thereof to provide for the receiving of money on deposit, paying there- for such rate or rates of interest as may be agreed upon, and upon and under such regulations as may be deemed advisable, and to pledge the estate and property, assets and effects, moneys and securities belonging to such Society, as security for the repayment of such moneys or de- posits, and the interest thereon ; provided that the amount of money on deposit shall in no case exceed three-fourths of the amount of the accrued value of the investing shai'es and capitalized stock of such Society. 11. Any such Society may in the rules thereof describe the form of conveyance or other instrument required for carrying its purposes into execution, and which may be specified in a schedule to be annexed to the rules of such Society, and certified or confirmed as hereinafter provided ; and the Directors of such Society shall file with the Regis- trar of Deeds for every County wherein any lands secured by way of mortgage to the Society may be situate, a copy of the rules of the So- ciety and of such form or forms annexed thereto : and such Registrar shall receive the same without fee or reward, and shall preserve the same with the Recorder of Deeds for such County. 12. Any such Society may in the rules thereof prescribe the powers, terms and conditions for or relating to the insurance to be made or effected upon the buildings and erections upon any lands or tene- ments, freehold or leasehold estate, secured to the Society by way of mcrt- fage ; and further may prescribe upon what default ot payment, or reach of such rules or of the terms of any mortgage, deed or security to the Society or any of them, the lands and premises mortgaged to 1871. Amended Benefit Building Societies. Cap. 56. 209 the Society may be entered upon, and the rente and profits tliereof re- ceived or distrained for, by such Society, or its agent appointed by the Directors thereof, or may be absohitely sold ; and may prescribe and make such powers, terms, provisions and conditions for, or relating to such insurance, entry, distress or sale of any of them, and for indem- nity of the purchasers at any such sale, or otherwise in respect of any mortgage security as shall be deemed advisable ; and it sliall be suffi- cient in all mortgage deeds or securities made or taken to or by any such Society, to refer therein to such powers, terms, provisions and conditions as prescribed in the said i-nles, without stating the same in any such security at large; and all the powers, terms, provisions and conditions in the said rules contained with respect to such mortgage- deeds or securities, shall be deemed to be incorporated in the said mort- gage deeds and securities, equally as if stated at large therein ; and all sales and conveyances made under the same shall be valid and effectual in the premises; and the deed or conveyance of the said Society, exe- cuted under its corporate seal, and purporting to be made in pursuance of the said provisions and powers, &\vd\{ ha 2>i ima facie evidence of the »ame, and that the same have been duly executed, and that all the pro- ceedings on which such conveyance was founded were rightly had. 18. "The Saint John Building Society and Investment Fund" and " The Provincial Land and Building Society and Savings Fund," established and existing under and by virtue of Act of Assetnbly 10th Victoria, chapter 83, intituled. An Act for the regulation of Benefit Building Societies, and the Act of Assembly 29th Victoria, chapter 22, intituled. An Act to revive and continue an Act intituled, An Act for the regulation of Benefit Building Societies, shall from henceforth respectively be entitled to the protection and benefits, and shall be estab- lished and exist as incorporated Building Societies under the terms of this Act ; and all real and personal estate, rights or claims of what nature or kind soever, moneys, securities for money, books, writings, property and efiEects belonging to the said societies, or made or taken in the name of, or at present vested in the Trustees of the said Socie- ties, shall from henceforth respectively be fully and absolutely vested and remain in the said Saint John Building Society and Investment Fund, and Provincial Land and Building Society and Savings' Fund, incorporated by the terms of this Act, their successors and assigns, for the like uses, trusts and purposes for which the same are at present held by or vested in tiic said societies respectively, or in the said Trus- tees : and the said securities shall in all respects be valid and effectual to the said Societies respectively, according to the tenor thereof, and may be sued, prosecuted and proceeded upon as provided by the terms of this Act, in the name of the said Societies respectively, in like manner as if the same had been taken or made in the said name ; and all powers of sale, and other powei-s, rights or privileges therein or thereby given, or reserved or contained, shall and may be exercised in the name or under the corporate seals of the said Societies respectively as the Directors of the same for the time being, or the major part of them present at any meeting, shall direct and appoint, according to the tenor of such powers, rights or privileges respectively ; and the rules 14 ! 210 Cap. 5G. Revi/ved Benefit Building Societies. 34 Vic. of the said Societies shall be and continue in full force and efifi )t save and excepting as the same shall be altered by the terms of this Act, until the same shall be rescinded, altered or amended as hereinbefore is provided ; and all suits, actions or prosecutions relating to or in any manner concerning the said societies, which before the passing of tliis Act could have been sued, brought or had by or against the Trustees of the said Societies, shall from henceforth be sued or brought by or against the said Societies respectively, in their incorporated name, under the terms of this Act ; provided that the present Directors of the said Societies respectively sliall and tnay continue to act as Direc- tors thereof until the next annual general meeting of the members^ of the said Societies held for the election of Directors after the ])assing of this Act. 14. The said The Saint John Building Society and Investment Fund, shall be and become a Corporation under the style and name of " The Saint John Building Society ," and for that purpose shall have all the benefits, rights, privileges and advantages of a corporation established by x\ct of Assembly oi- otherwise, subject to the provisions of the Act of Assembly, 10th Victoria, chapter 83, intituled an Act for the regulation of Benefit Building Societies, and an Act of As- sembly 29th Victoria, cliapter 22, intituled. An Act to revive and con- tinue an Act intituled, An Act for the regulation of Benefit Building Societies. 15. The said The Provincial Land and Building Society and Savings' Fund, shall be and become a Corporation under the style and name of " The ProvincialBuilding Society," and for tliat purpose shall have all the benefits, rights and privileges and advantages of a Corpo- ration established by Act of Assembly or otherwise, subject to the provisions of the Act of Assembly, lOtli Victoria, ciiapter 83, intituled An Act for the Regulation of Benefit Building Societies, and an Act of Assembly, 29th Victoria, chapter 22, intituled, An Act to revive and continue an Act intituled. An Act for the regulation of Benefit Building Societies. IB* All provisions of all former Acts or amendments of Acts, which may be inconsistent with this present Act, shall be held and taken to be this Act amended so far as may be necessary to render them coDBistent with this Act. 1871. Meal Estate and Bmldimj Company. Cap. 57 211 CAP. LVII. A.n Act to incorporate the Saint John Real Estate and Build- ing Society. Suction. I. Company incorporated. Capital stock. 3. First meeting, by whom called. 4. Qualification of voter. i;. Shareholder liable for calls. t. Power of Company to levy and collect assessments ; how recovered. 7 No transfer made until all calls paid. 8. What constitutes a discharge to Com- pany. 9. In any suit Company need not set forth special matter. On trial, what constitutes sufficient proof. 10, Section. 11. Production of register to be deemed prima facie evidence. 12. When dividends shall not be paid. 13. Liability of Company. 14. Company may classify shares. 15. Class A, shareholders may have prefer- ential interest. 16. Preferential interest to class A, how secured. 17. When class B, shares may be granted to holders of class A. 18. Dividends to be made to class A. 19. Annual and other meetings, when held. \ Passed 17th May, 1871.] B E IT ENACTED, by the Liuiitenaut-(TOvenior, Legislative Council, \x\d Assembly, as follows : 1. That John M. Kobinson, Thomas !>. Buxton, William S. Ber- ton, Frederick P. Robinson, their associates, successors and assigns, be and thty are hereby declared to l)e a body corporate, by the name of "The 8t. John Ileal Estate tmd Building Company," with all the general powers and privileges made incident to corporations by Act of Assembly in this Province, for the ])nrp()se of building and erecting houses, buildings and other erections in the city of St. John, and rent- ing and Itiasing the same, and for tlie leasing- or ptirchasing of lands in the said rAty of St. John, and the constnu^ting and maintaining of buildings thereon, as may be neces.sary, requisite or convenient, and such other works, business and operations as may be incident thereto. 2. The capital stock of the said Corporation shall be fifty thou- sand dollars of the current money of the Province of New Bnmswick, divided intc' five hundred shares of one hundred dollars each ; provided, however, th.it the said Corporation sluill have power to in(!rease the said capital Htock to a sum not exceeding the sum of one hundred thou- sand dollars. 3« That the first meeting of the . Each and every person owning a share in the capital stock of the said Compiuy shall be a mentber thereof, and shall be entitled to vote at all meetings of the said Company ; and members may give as many votes as they own shares, and may vote by proxy, such proxy be- ;■ 212 Cap. 57. Real Estate and Building Compa/ny. 34 Vic. ing a stocklioldur and autliorized in writing; provided, however, that no member acting aw snch proxy shall he the proxy of more than one absent stockholder. fi» Eaqji and every shareholder in the sjiid Corporation shall be, and be^held liable, to the said Company for each and every call or assessment made ; not, however, to exceed in amonnt the stock sub- scribed by him, for the purpose of enabling the said Company to pay the debts and engagements of the said Corporation, or for tne purposes of or to carry on the operations for whien the said Company is incor- porated ; which call or assessment may be sued for by the said Cor- poration, and recovered in any (]?ourt oi Record within the Province. 0« The Company or the Directors, if empowered by the by-laws of the Corporation, shall have power from time to time to levy and collect assessments upon the shares, or upon such of them on which the amount subscribed has not been jiaid up, of such sums of money as may be deemed necessarv for carrying on the business, or for the purpose or operations of the said Companv ; and whenever any assessment snail be made as aforesaid, it shall be tlie duty of the Treasurer or Secretary of the said Company to give notice thereof in a public newspaper printed ill the city of St. John, recmiring payment of tlie same within not less than thirty days ; and if any stockholder shall neglect or refuse to pay to the Treasurer the amount of such assessment upon his shares, or any part of such amount, at the time in such notice prescribed, the same may be either sued for and recovered in the manner provided in the last preceding section, or the Treasurer may advertise all such delin- quent shares ior sale at public auction, giving at least thirty days' notice of the time and place of such sale by pubhshing a notice thereof in some one public newspaper published in the city aforesaid ; and all shares on which the assessment or any part thereof is not paid, with interest from the time such assessment became due, may be sold to the highest bidder, and after retaining the amount due on such assessment, and all interest due thereon, and all expenses of advertising and selling, the residue (if any) of the moneys for which such shares shall be sold, shall be paid over to the former owner thereof, and a new certificate or certificates of the shares so sold shall be made and delivered to the pur- chaser or purchasers thereof. T- No shareholder shall be entitled to transfer or vote upon any share after any call shall have been made in respect thereof, until he or she shall have i:)aid all calls for the time being due on ever}- share held by him or them. S. The said Company shall not be bound to see to the execution of any trust whatever express, implied or constructive, to which any of the said shares may at any time be subject, and the receipt of the party in whose name any such share shall stand in the books of the said Com- pany, or if it stands in the name of more parties than one, the receipt of any one of the parties in whose name the same shall stand in the register of stockholders, shall from time to time be a sufficient dis- charge to the said Company for any dividend or other sum of money If 1871. Heal Estate and Building Company. Cap. 57. 213 payable in respect of such share, notwitlistandinpauy trust to whicli such share may then be subject, and whctlier or not the said Company shall have had notice of suen tnist, and notwithstanding the other owner or owners of such share or shares shall not have joined in such receipt, and that the said C^ompany shall not be in any way bound to see to ttie application of the money paid upon Guch receipt ©. In any action or suit to be brought by the said Company against any shareholder to recover any money due for any call, it shall not be necessary to set forth the special matter ; but it shall be sufficient for the said Com])any to declare that the defendant is the holder of one or more shares in the said Company (stating the number of shares), and is indebted to the said Company in the sum of money to which the calls in arrear shall amount, in respect to one call or more upon one share or more, stating the number and amount of each such calls, whereby an action hath accrued to the said Company by virtue of this Act. 10« On the hearing of such action or suit, it shall be sufficient to prove that the defendant, at the time of the making of such call, was the holder of one or. more shares, as the case may be, in the said Com- pany, that such call was in fact made, and such notice thereof given as 18 direcUjd by this Act ; and it shall not l>e necessary to prove the appointment by the Directors by whom such call was made, nor any other matter whatever; and thereupon the said Company shall be entitled to recover what shall be due upon such call, and interest there- on unlesQ it shall appear either that such call exceeds the prescribed amount aforesaid, or that due notice of such call was not given. » 11 • The production of the register of the shareholders shall be prima fade evidence that the parties whose names are therein entered as owners of shares are shareholders, and of the number and amount of their respective shares. 12. The dividend shall be paid in respect of any share, until all calls and assessments then due and unpaid, in respect of that and every other share held by the person to whom such dividend may be payable, shall have been faithfully paid. 13* The joint stock and property of the said Company shall be responsible for the debts and engagements of the said Company, and tne holders of stock in the said Company shall be chargeable in their private and individual capacity for all debts and liabilities of the said Company, in proportion to the stock they respectively hold ; pro- vided, however, that in no case shall any one stockliolder be liable to pay a sum exceeding the amount of stock actually held by him ; pro- vided, nevertheless, that nothing herein contained shall be construed to exempt the joint stock of the said Corporation from being also liable for and chargeable with the debts and engagements of the same. 14. The said Company may, at any meeting of shareholders, set apart any number of the present or future shares of the said Company, to be denominated "class A shares," and all other shares may be designated '• class B shares." 214 Cap. 57. Real Estate ant/ Building Compani/. 34 Vic. 19. The shareholders of the said C.Vunpany, or a majority of them, at nny meetinij, may from time to time frnuit to the holders of class A shares a preierential interest or divideiid not exceedin<; seven per cent, per annum, on such terms and conditions as at any such meeting may be imposed. 16« The shareholders of the said Company, or a majority of them, may from time to time suhject and charge, in such manner as they see tit, the lands, goods and other property, incomes and protits, present and future of the said Company or such parts thereof as they may think tit to secure the payment or other satisfaction to the holders of class A shares of any interest or dividend aforesaid not exceeding seven per cent, as aforesaid. 1*7. The shareholders of the said Company or a majority of them, may at any meeting or meetings of the said Company, grant to the holders of paid up "class A shares" or any of them, such number of ''class B bhures" as the said shareholders or a majority of them may deem proper, and upon such terms and conditions as they may impose. IHm No greater dividend than seven per cent, per annum shall be made to class A shareholders until class B shareholders shall have received full six percent, per annum interest or dividend on the amount of stock paid up by them, with interest on arrears of such dividends, if any. 1©. The time and place of holding annual or semi-siunnal, and all special or other meetings of the said Corporation, as also the number, iligibility, duties and powers of Directors, officers and servants, their continuance in ottioe, removal or dis<|ualification, the tilling up of vacancies, the time and manner of election or appointments, and any and every other matter and thing whatsoerer connected with the objects and purposes for which the said Company is incorporated, may be established or regulated by by-laws of the said Company to be made at any meeting of the said Company, or adjournment thereof, which by-laws not inconsistent with this Act of incorporation, they are empowered to make. isfro. Benefit Building Societies. CHAP. XXXIII. Cap. 33. 215 An Act in further amendment of the law relating to Benefit Building Societies. Hretlon. 1. Society authorized to invest funds, Amount to lie invi-stcd. 2. Rights of investors in Society. 3. By-laws of Society to l)e suliniitted to and approved of by Attorney Cieneral before going into operation. 4. Hy-laws to be recorded. 5. General statement of Society to be sent to each shareholder before annual s.cUon. meeting. 6. Liability of shareholders. 7. Meaning of the word " capitaliied " detineti 8. When general sf.Mement shall be pub- lished. 9. I'cnalty for not mailing general state- ment to shareholders; Amount. [Pam'ti 2Snl April, 1880.] WHEREAS it irt (Iwined e.xpctiient toaineiul lui Act iiii»(k' and j)assed ill t!u' tciitli year of tlio licign of Her prct^t-nt Majt-sty, intituled An Act for the lej^iilation uf llenetit Jiuildinjj; Societies, and all otlier .\ctrt in ameiHlnieiit thereof, so as to declare more fully and clearly tlie powers and rio;hts of all such Societies now formed or hereafter to he t'ormed in this Province; — Bo it therefore enacted hy the Lieutenant-Governor, Legislative Council, and Assembly, as follows : — 1. From and after the passing of this Act it shall and may be law- ful for any Building Society in this Province now formed or hereafter to be formed to invest its funds and moneys in good Dominion, Provin- cial, County, (-ity or ISchool Debentures, not to exceed however, in the whole, more than twenty per centum of the total amount of the afisets of any such Society. 3. For the purpose of declaring more clearly tlie respective rights of those having funds invested in any such Society, it is hereby declared that deposits and debenture indebtedness shall be a fii*st charge upon the funds and assets of any such Society, and mttnthly investing and paid- up shares, and capitalizt^d stocks shall rank ecpally next '\fter deposits and debenture indebtedness. 3. From and after the passing of this Act it shall and may be lawr'ul for any su(rh Society now formed or hereafter to be formed to frame by-laws and ordinance, not contrary to Law, for its guidance and government ; and it shall not be necessary for such by-laws and ordi- nances, or any amendment thereof to be certiticd by a P>arrister appoint- ed by the Attorney Oeneral, nor shall it be nece.s.sary for the same to be filed with the Clerk of the Peace for the county wherein such Socie- ty may carry on its l)usiness, any thing in the Act loth Victoria, chapter 83, or any ameiuhnents thereof , to the contrary notwithstanding; but before such by-laws and ordinances and amendments thereof come into force aiul effect they shall first be submitted to and approved of by the Attorney General of the Province for the time being, which ap- proval of by-laws and amendments thereof shall be published in the Royal Gazette, or in a daily newspaper published in the city of St. John, or such weekly newspaper as Uiay be best adapted to that pur- >" 'I II ll^ 216 Cap. 8fi. Benefit Building Societies. 48 Vie. |M>8fl, in the caw! of HocicticH wliows cliief place of lnjHiiiefw in the Pro- vince may Ixf (slwiwlicrc! than in the city of St. iloliti, for om; iiiBcrtion, and Huch ))iilili(;utioii hIuiII he cviric^ncc of HiK^h approval of Huch hy-laws and anieiuhiKtritH thcntof; |>rovi(h<roval art aforcHaid, Hhall he entered in a h(M»k to he kc^pt hy HUch Society for that piirpowe, and Hhall he; Hijriic«l hy tiio Hliurehoidors and Iiorrow(!rH and of any hucIi Soty. ff. Th(! p'Jienil Htaterncint of the fundrt and efTtfctH of HUch Society, whicli \H hy the ysth Section of the Haid Act and aniendnuintH thereto, recpiinul to h(! f^iv(!n to each ni»>nihcr of mwM SoilitieH of any HUch So- ciety in which they may hold fit(»ck, in proportion to the; Htoijr[>oH(! of raiHiii^, ly Hiiiall iH!riodical HulmcrmtionH, a fund to aHnibt the iiieiiiherH thorcof in ohtaininf^ Freehold or LeaHchold Property ; and it Ih expedient to alTord eneoiira^enientand protection to Hiicli SocictieH, and the Property obtained therewith, in thin Provinco ; I. Be it therefore enacted, by the Lieutenant-fiovornor, Council, and Assembly, That it Hhall iind may be lawful for any number of per- HouH in thiH Province to form theniHclveH into and cHtabiiHh Societie«, f(jr the i)urpose of raittin^ by the monthly or other subscTiptiouH of tho Heveral members of suctli SocietieH, shares, not e.xceedinf,^ the value of One Hundred and Fifty Pounds foreacjli sliiiro ; such subwiription not to exceed in tho wliolo Twenty Shillin^B per Month for each share ; a Stock or Fund for the piir])ose of enablin/,^ each member tlujroof to rciceivo out of the fnnds of such Society tho amount or value of his or h(!r share or shares tlierein, to erect or purchase one or more Dwelling House or Dwelling Houses, or other Real or Household Estate — to bo secured by way of mortgage to such Sooiety, until the amount or value of his or her shares shall have been fully repaid to such Society, with the interest thereon, and all tines or other j)ayments incurred in respect thereof ; — and to and for the several members of each Society from time to time to assemble together, and to make, ordain and constitute Hiich proper and wholesome Tiules and Regulations for the government and guidance of the same, iis to the major part of the members of such Society bo assembled together shall seem meet — so as such rules shall 15 1 !l % IIHlif 218 Cap. 42. Benefit BuUdvng iSocieUes. 12 Vic. 1 not bo repuffnant to tlie oxpress i)rovision8 of thiH Act, a^d to the gen- eral lawB of thiH Province — and to iinj)oHe and indict such rcii8onable tines, penalties, and forfeitures upon the several nienil)ei*8 of any sncli Society who sliall offenc .igainst any sucli Rules, as the ineniberB may think tit, to be respectively paid to such uses for the benefit of sucn Society, as such Society by such Rules shall direct; and also, from time to time, to alter and amend sr.ch Rules as occasion may rede of y tl 3 3f the said Society in whi(!h tlic Kules are entered as aforesaid; and in case of the death or refusal, or neglect of any or all of the said arbitral tors to act, it shall and mny be lawful to and for the said Society or committee thereof, and they are hereby recpiired at their next meeting to name and elect one or more arbitrator or arbitrators afore- said; to act in the place of the said arbitrator or arbitrators so dying, or refusing c>r neglecting to act as aforesaid ; and wliatever Award shall be made by the said arbitrators or the major part of them, ac- cording to tlie true purport and meaning of the Rules of such society, confirmed by the Justices according to the directions of this Act, shall 1)0 in the form prescribed by the By-Laws, and shall be bind- ing and cou.'lusive on all parties, and shall be final to all intents and ])urposes, without appeal, or being subject to the control of one or m{»re Justices of the Peace, and ohall not be removed or i-emoveable into any Court of Law, or restrained or restrainable by the injuction of any Court of E(]uity; and should either of the said ]iarties in dispute refuse or neglect to comply with, or conform to, tlie decision o^' the said arbitrators, or the major part of them, it shall and may be lavvful for any one Justice of the Peace residing within the county within wliich such society shall be held, upon good .and sufficient proof being adduced before him of such award ha^'ingbeen made, and of the refusal of the party to comply therewith, upon complaint made by or on behalf of the party aggrieved, to summon the person against whom svich com]ilaint shall be made, to appear at a time and place to be named in such summons and uj)on liis or her appearance, or in de- faidt thereof, upon due proof upon oath, or the service of such sum- mons, finy two Justices of the Peace may proceed to make such order thereuf »on as to them may seem just ; and if the sum of money so awarded, together with a sum for costs, not exceeding the sum of ten shillings, as to sucli Justices shall seem meet, shall not be immediately ])aid, then such Justices shall by warrant under their hands and seals cause such sum and costs as aforesaid to be levied by distress or dis- tresses and sale of the monies, goods, chattels, securities and effects belonging to the said party or to the said Society, or other legal pro- ceeding, together with all further costs and charges attending such dis- tress and sale, or other legal proceedings returning the overplus (if any) to the .said party or to the said Society, or to one of the Trustees or Treasurer thereof ; and in default of such distress being found, or sucli legal pro- ceeding being ineffectual, then to be levied by distress and sale of the proper goods of the said party, or of the said Society so neglecting or refusing as aforesaid, by other legal proceedings together with such further costs and charges as aforesaid, the overplus (if any) to the ov.nier : Provided always, that when the rules of any Society provide fca* a reference to arbitrators of any matter in dispute, and it shall ap- j)oar to any Justice of the Peace on the complaint on oath of a member (f any such Society, or of any person claiming on account of such niember that application has i)een made to such Society, or to the Trustee or Treasurer, or other officer thereof , for the purpose of having any dispute so settled by arbitration, and that such ai)plication has not within forty days, been complied with, or that the arbitrators have ne- glected or refused to make any award, it shall and may be lawful for 226 Cap. 42. Benefit Building Societies. 12 Vic. Il 1 ^I^Hfl HI ■ ij ^mmMMB ^^^^Mll ' i^^^^B til mm Bucli Justice to summon tlie Tnistccs, Treasurer or other officer of tlie Society, or any of tlieni against whom the complaint is made, and for any two Justices to liear and determine the matter in dispute, in the same manner sis if the rules of the said Society had directed that any matter in dispute should be decided by Justice of the Peace anything heroin contained to the contrary thereof notwithstanding. XIX. And be it enacted that if, by the rules of any such Society, it is directed that any matter in dispute as aforesjud, shall be decided by Justices of the Peace it shall and may be lawful for any such Justice on complaint being made to him of any refusal or neglect to comply with the rules of such Society, by any member or officer thereof, to summon the person against whom such complaint sliall be made, to ap- pear at a place and time to be named in such Summons, and, upon his or her appearance, or, in default thereof, npon due proof on oath of the sei'vice of such Summons it shall and may be lawiul for any two Jus- tices to proceed to hear and determine the said complaint according to the rules of the said Society ; and in Ciisethe said Justices shall adjudge any sum of money to be i)aid by such pereon against whom such complaint shall be made ; and if such person siiall not pay such sum of money to the person, and at the time speeilied by such Justices, they shall proceed to enforce their award in the mannei' hereinbefore directed to oe used ith the decision of the arbitrators Act. in case of any neglect to comply wit] appointed under the authority of this XX. And be it enacted, That a minor may become a member of any such Society and shall be empowered to execute all instruments, f^ive all necessary acquittances, and enjoy all the privileges and be iable to all the responsibilities appertaining to members of matured age, notwithstanding his or her incapacity or disability in law to act for himself or herself : Provided always, that such minor be admitted into such Society, by and with the consent of his or her parents, masters or guardians. XXI. And be it enacted, Tliat the rules of every Society shall provide that the Trustees, Treasurer or other principal officer thereof, shall once in every year at least, prepare or cause to be prepared a general statement of the funds and effects of or belonging to such Society, specifying in whose custody or possesion the said funds or effects shall be then remaining together with an account of all and every the various sums of money received and expended by or on account of the said Society since the publication of the proceeding periodical statement, aud every such periodical statement sh.all be attested by two or more members of sucli Society appointed Auditor for that purpose, and shall be countersigned by the Secretary of such Society ; and every member shall be entitled to receive from the said Society a copy of such periodical statement on payment of such sum as the rules of such Society may i-equire not exceeding the sum of six- pence. XXII. And be it enacted, That on the trial of any action, indict- ment, or other proceeding respecting the property of any Society enrolled under the authority of this Act, or in proceedings before any 1849. Benefit Building Societies. Cap. 42. 227 Justice of th(3 Peace, any memhors of such Society sliall he a competent witness and shall not he ohjected to on acconnt of any interests he may have as snch member, in the result of such action, indictment or other proceeding. XXIII. And l)c it enacted, Tliat it shall be lawful for the Trus- tees named in any mortgage made on behalf of such Societies or the survivor or survivors of thetn or for the Trustees for the time being to endorse upon any mortgage or further charge given by any member of such Society to the Trustees thereof for moneys advanced by such Society to any member thereof a receipt for all moneys intended to be secured by such mortgage or further charge which shall be sufficient to vacate the same, and vest the cj^tate of and in the property com- prised in such security in the peiison or persons for the time being entitled to the equity of redemption without it being necessary for the Trustees ol any such Socieries togivoany reconveyanceof the property so mortgaged ; which receipt shall be specified in a schedule to be annexed to the rules of such Society, duly certified and deposited as aforesaid. • * XXIV. Provided alwoy? and be it enacted. That notliing licrein contained shall authorize any Building Society established under this Act, to invest its funds or any part thereof in any Savings Bank. XXV. And it be enacted. That all Building Societies hereafter to be establislied shall be entitled to the protection and benefit of this Act ; but no such Society shall be entitled thereto until tiieir rules shall have been certified and deposited in the manner hereinbefore directed by this Act. XXVI. And bo it enacted, That wherever in tliis Act in des- cribing or referring to any person, the word importing the singular number or the masculine gender only is used the same shall be understood to include and shall be applied to several persons or parties as well as one person or party, and females as well as males, unless there be something in the subject or context repugnant to such con- struction. XXVII. And be it enacted, That this Act may be altered amended or repealed, at the present or any future session of Assembly. 4 228 Cap. 76. Piotou Pennanent Building tS: Loan Sody. CHAP. LXX V. . 42 Vic. An Act to iacorporate " The Pictou Permanent Building and Loan Society." Saetlon. 1. Iiicur{X)ration. 2. Capital stock. 3. Payment of shares. 4. Corporators. 5. First meeting. o. Management. Section. 7. First charge. 8. " 9. 10. II. 12. B Society s [Kiwers, etc. Non-jiaynient of shares. May hold real estate. Liability of Shareholders to Ix filed. Copy of by-laws, etc. [Passed the Wh day 0/ April A. D. 1870.J E IT ENACTED bj the Governor, Council, and Asseiubly, a.s follows : — 1. Joseph A. Gordon, Alexander J. Patterson, Charles T. Irviii. In case any member shall fail to pay any instalments due on his share or shares, and the fine for non-payment thereof, when due, within one month after the same shall be due the Directors may in their dis- cretion either collect the sum so due by legal process in any Court of 'iiHll 230 Cap. 75. Pictou Permanent Building db Loan Soo'i/. 42 Vic. competent jurisdiction, or may tleclaro the said Hluiro or ftliaros forfeited and after ten dayfl' notice in writing, inailtid to the said member may proceed to sell tlio same at public auction, and after payment from the proceeds of the amoimt so due, the Society shall pay the balance, if any to the said member. 10. The Society may purcliaKo and hold absolutely real estate to the value of ten thousand dollars ($lO,00()),und in case it should be ne- cessary for the ])rotection of any investment, may also purchase at Bhorifi's sale, under foreclose or from the mortgagor, any real estate mortgaged to the Society as security for any loan. 11. The liability of each sharelHtlder for the debts of the Society, shall be limited to tJie amount of tlie shares held by him less the amount paid upon the same. 12. As soon as the said Society shall commence business, a copy of the by-laws and list of 8tockholuei"s, certified by the President and Manager, shall be filed in the office of the Provinciiil Secretary, at Hal- ifax and thereafter once in every year, and wilhin one month after the regular annual meeting of said Society, there shall be filed in the said olhce a coj)y, certified as aforesaid, of the by-lawH and list of stock- holders, with all ad'litions, alterations and amendments made during the past year, together with a statement of the tinaucial condition of the Society for said past year. , , .1 ■' I • '1 ■ I ) 1 • I ■' CHAP. L X X V I Au Act to Incorporate the Yarmouth Building and Loan Society. Section. Preamble. 1. Incorpom" 2. Rules — . of, etc. 3, Transi of buL j)crty, and management Section. 4. Society's powers to loan, etc. 5. May hold real estate. 6. Copy of rules to be filed. [Passed the iOth day of April, A. D. 1880.] WHEREAS, on or about the first day of May, A. D. 1876, a society called " The Yarmouth Building and Loan Society," was estab- lished at Yarmouth, Nova Scotia, with the objects and for the purpose of the formation of a fund by the payments of its shareholders and moneys to be received on deposit, and the establishment of a safe and profitable investment and savings fund for large and small sums of money, and the making of advances f'-om such fund to members who apply" therefor and comply with the rules and regulations of said Society; and whereas, for the more effectual carrying out of the 1880. Yarmouth BuUdi/ng and Loam, Society. Cap. 76. 231 objects and purpose of the said Society, it is desirable tliat tVo flame should be incorporated, aiid the riileH and rc-|^ulatioii8 tiicreof as now made bo continued and rendered valid; Be it therefore enacted by the (iovernor, Council and Assembly, as follows: 1. All such persons as arc now or may hereafter become sharc- liolders in tlie said Society a(!c<>nlin^ to the rules and regulations thereof, shall be and are hereby constituted and declared to bo a body corijorate and politic, under the name of " The Yarmouth Building ami Loan Society," for the purposes and witli tlie ol)ject8 as herein- before, and in the rules and regidations set forth, and shall have per- petual succession and all the general powers and j)rivilege8 made inci- dent to a corporation by Act of Assembly or other the Statutes of the I'rovinces of Nova Scotia. S2. All things heretofore done under the ndes and regulations of the Society shall be as legal and valid as if the said rules and regula- tions had been duly in force. The Society hereby incorporated shall from time to time have power to make rules, regulations and by-laws ; provided, however, that the same shall not go into operation until they receive tho approval and assent of the Ciovernor in Council. 3. All deeds, mortgages, bonds, securities, writings, property, funds or assets given and made to or for the use of or held by the said Society as now organized, or which such Society is or may bo inter- ested in or entitled to, is transferred unto, and shall be deemed to have been given and made to or for tho use of and shall vest in, the Society hereby incorporated, in li.ic manner and as fully to all intents and purposes as if the said Society had been lieretofore incorporated ;^id the otlicers of said Society now appointed shall remain in otiiae until others shall 'jo appointed in accordsinco with said rules and regulations; and the property, affairs and concerns of the Society hereby incor- porated, shall be managed in the manner and names and by the oflicers, as provided in and by the said rules and regulations, or in such manner as may hereinafter bo provided by any new or amended rules and regulations; and all actions, suits or proceedings at law or in equity respecting the funds or assets of or any other matter connected with, the Society liereby incorporated, may be brought, prosecuted, or defended in the name or ames of the trustees for the time being of the Society hereby incorporated, Jis provided by th^^ules and regula- tions, or in such name and names and in such manup" as may herein- after bo provided in and by any new or amended rules and regulations. 4. The said Society is hereby cm powered, and it shall be lawful to loan and advance its funds to any of its shareholders, and to make loans and advances on the unadvanced shares of any shareholder or member of the Society, and to accept real estate cituated anywhere in Nova Scotia as security for such loan and advances, and to have, take and receive such rate of interest not exceeding the legal rate, and such payments by way of bonus, or such instalments, paying off principal and interest togetlier, {is may be agreed upon ; and also to impose and intlict such fines, penalties or forfeiture upon its members or share- ..^mtaiSfX 232 Cap. 76. Va/rmouth BuUdiny and Loa/ii Society. 42 Vic. holders as is provided in and by tlio rules and regulations of said Society, or as may hereafter bo i)ruvided in and by any amended or new rules and regulations thereof. 7i. The said Society may purcliase and hold absolutely real estate to the value of ten thousand dollars ; and, further, in case it should become necessary for the protection of any investment, or loan or advance, may also purchase at sheriff's sale, under foreclosure, or other sale, or from the mortgagor, any real estate mortgaged to the Society as security for any loan or advances ; and may sell, mortgage, lease or otherwise dispose the same as may be deemed expedient tor the objects of the Society. O* A copy of the rules and gulations, and a list of the share- liolders of the Society, certified by the Secretary, shall be iiled in the olHce of the Registrar of Deeds at Yarmouth, within three months after the passing of this Act, and thereafter once in every year, and within one month after the regular annual meeting of the said Society, there shall be tiled in the said office a copy, certified as aforesaid, of the list of Shareholders, with all additional alterations and amendments of the rules and regulations made during the past year, together with a statement of the tinancia! condition of the Society for said past year. g^ CAP. XXXVII. An Act for the regulation of Benelit Building Societies. Section. Preamble. I. Societies may he formed, Value of shares, &c., how rai.sed. Object of association. I'ower to frame and amend rules, impose fires, &c. No dividend until share realized, unless on withdrawal. II. The rules may preijcribe forms of instru- ments. ^ III. Two transcripts c^tnlcs and amended rules, for the Morney (leneral to advise thereon iufd ^ive certificate. I lis fee. How transcripts disposed of; to be confirmed by Supreme Court and filed. Certified rules to bind Society. IV. On refusing to certify, rules maybe sub- mitted by society to Sujireme Court. V. Attorney General's further fees. VI Kules r^'Lit be entered in book to be kept by Secretary and open to mem- l)ers' inspection ; nothing to prevent amendments ; but not to be in force, until, cS:c. VII. And so entered and confirmed by Supreme Court, to be binding. Wnat Section. copies, lite, to be evidence. No legal process to remove rules into any Court. VIII. Confirmed rules to be altered only by special general meeting, or specially appointed committee. IX. Kules to specify places to hold Society's meeting ; how such jilaces to be al- tered X. Society may ap]ioint its oft'icers ; fill va- canies, etc. ; those officers receiving or ex|iending its moneys, to give l)ond with two sureties under penalty ; to whom as obligee ; provision in case of forfeiture. XI. .Society may ajipoivit commiltec and dele- gate powers ; powers delegated to be declared in rules ; committee's transf the said arbi- trators being beneficially interested, directly or indirectly, in the funds of the said society, of whom a certain numl)cr, not less than three, shall be chosen by ballot, in each such case of dispute, the nund)er of the said arbitrators, and mode of ballot, being determined, by the rules of each society respectively ; the names of such arbitrators shall be duly entered in the book of the said society in which the rules are entered SIS aforesaid, and in case of the death, or refusal or fitglect of any or all of the Siiid arbitratoi-s to act, it shall and m;iy be lawfid to and for the said society, or committee thereof, and tliey are hercby required, at their next meeting, to name and elect oi!(> or more arbitrator or arbitra- tors, as aforesaid, to act in the place of the said arbitrator or arbitrators 80 dying, oj- refu-ing or neglecting to act as aforesaid ; and whatever award sliall Ije made by the said arbitrator.^ or the inajuv part of them, according to thetnie purpose and meaning of the rules of sueh society confirmed by the Supreme (V.urt according to the directions of this Act, shall be in the form of this vVct annexea, and shall be binding and conclusive on all parties, and shall be final to all intents and purposes without appeal or being subject to the control of one or more Justices of the Peace, and shall not be removed or removable into any Court of law, or restrained or restrainable by ^'le injunction of any Coinl; of equity ; and should either of the said parties in dispute refuse t)r neglect to comply with or conform to the decision of the said arbitratoi"s, or the major part of them, it shall and may be lawful for any one Justice of the Peace residir.g within the County within which such society ^iliall be held, upon good and sufficient proof being adduced before him of such award having been made, and of the i'efus;d of the party to com- ply . therewith, upon complaint made by or on behalf of the jiarty aggrieved, to summon the person against whom sueh complaint shall be made, to appear at a time and place to l)e named in such summons ; and upon his or her appearance, or in default thereof, upon due proof upon oath of the service of such summons, any two Justices of the Peace may proceed to make such order thereupon as to them may seem just; and if the sum of money so awarded, together with a sum for costs not exceeding the sum of ten shillings, as to such Justice shall seem meet, shall not be immediately paid, then such Justices shall, by war- rant under their hands and seals, cause such sum and costs, as aforesaid to be leWed by distress or by distresses and sale of the moneys,' goods, chattels, securities and effects belonging to the said ])ai-ty, or to tlie said society, or other legal proceeding, together with all future costs and charges attending such distress and sale, ■ other legal proceeding, re- turning the overplus (if any) to the said party or to the said society, or to one of the trustees or trciisurer thereof ; and in default of such dis- tress being found, or such other legal proceedings being ineffectual, then to be levied by distress and sale of the proper goods of the said party, or 1870. BetK^t Building Societies. Cap. 37. 243 of the said society, bo rofrleetiuf; or rofiipiii^ as aforesaid by other legal proceedings, together with such furtlier costs and charges as aforesaid re- turning tlie overphjs (if any) to the owner; provided always that when the rules of any society provide for a reference to arhitratorw of any matter in dispute, and it shall appear to any Justice of the Peace on the conip' int on oath of 'i ineiumn* of any such society, or of any person claim. iig on account of such member, that application has been made to such society, or the trustees or treasurer, or other officer thereof, for the jiurpose of having any dispute so settled by arbitration, and that such ai)plicati<)n lias not, with'n forty days, been com])lied with, or that the arbitrators have neglected or refused to make any award, it shall and may be lawful for such Justices to sunmion the trustee* treasurer or other officer of the society, or any one of them against whom the complaint is made, and foi' any two Justices to hear and determine the matter in dispute in tlie same nianner as if the rules of the said society had directed that any matter in dispute, as aforesaid should be decided by Justices of the Peace, anything herein contained to the coutrarv notwithstanding. XX [I. If by the rules of any such .societ)', it is directed that any niii^ ;• in dispute, as aforesaid shall he decided by Justices of the Peace, i; liall and may be lawful for any such Justice, on complaint being made to him of any refusal or neglect to coniply with the rules of such society by any member or olHcei' thereto, summon the person against whom such complaint shall be made, to appear at a time and place to be nauuvl in such summons, and upon his or her appearance or in de- fault thereof, on due })roof upon oath of the sei'vice of such summons, it shall and may be lawful for any two Justices to procev^d to hear and determine tiie said complaint according to the niles of the said society ; and in case the s.iid Justices shall adjudge any sum of money to be paid by such person against whom such complaint shall be made, and if such person shall not pay such sum of money to the person, and at the time speciiied by such Justices, they shall proceed to enforce their award in the manner hcrein])efore directed, to be used in case of any neglect to comply with the decision of the arbitrators appointed imder tlie authority of this Act. XXIII. A minor may become a member of any such society, and shall be empowered to execute all instruments, give all necessary acquit- ances, and enjoy all the privileges and be liable to all the responsibili- ties appertaining to members of matured age, notwithstanding his or her incapacity or disability in law to act for Inmself or herself ; provided always that such minor be admitted into such society by and with the consent of his or her parents, masters or guardians. XXIV. It shall be and may be lawful to anr" 'or any such society to have and receive, from any member or membei's thereof any sum or sum- , by way of bonus, on any share or shares for the privilege of re- ceiving the same in adviince prior to the same being realized, and also any interest for the share or shares so received on any part thereof, without being subject or liabl j on account thereof to any of the for- feitures or penalties imposed by any of the Act or Acts of the General Assembly of this Island. ti \ i! 244 Cap. 37. Benefit Bnildiiuj Societies. 30 Vic. XXV. TliB nilofl of every kucIi society Hhall provide that tlie truatoes, trou«urer orotlier priiuiipal ollicer tlieroof, shall onee in every year, at least, prepare, or cause to lie prepared, a j^eneral statement of tlio funds and effects of or heloMffiutj: to such society, sj)ecifying in whose custody or possession the said funds or effects shall he then remaining, together with an account »»f all and every the varictus sums of money received and expended by or on account of the said society since the puhlication of the j)receding periodical statement, shall ho attested by two or more mend)ers of such aociety appointed auditors for that purpose, and shall he countersigned hy the secretary of such society; and every meud)er shall he entitled to receive from the said society a copy of sutih periodical statement on payment of such sum as the rules of such society may retpiire, not exceeding the sum of six pence. XXVI. On the trial of any action, indictment or other proceeding, respecting the property of any society enrolled under the authority of this Act, or in proceedinijjs before any Justice of the Peace, any member of such society shaU be a (iompotent witness, and shall not be objected to on account of any interests lie may have as such member in the result of such action, indictment (»!• other proceeding. XXVII. If any person shall coii-ider himself or herself aggrieved by any sentence, order and adjudicatiuii made or given by any such Justices under this Act, it shall and may be lawful for such person to appeal to the next sitting of ihe Supreme Court of Judicature to bo lioiden in the County in which such .lustice or Justices shall have jurisdiction ; provided always, that such ajipeal shall be appealed for, and everything relating thereto shall be had and done in like manner as is appointed for appeals from the judgments of Justices of the Peace, under the provisions of the Act of the Assembly of this Island, passed in the nineteenth year of the reign of Iler present Majesty Queen Victoria, Chapter twenty-nine, intituled " An Act to facilitate the l^erformances of the duties of Justices of the Peace with respect to summary convictions and orders ;" and in every such appeal the Justices of the said Supreme Court ai'o required to affirm, cpiash or otherwise vary such sentence, order or ajudication as n)ayseem to them meet, and to enforce judgment in manner and form prescribed by the Act of the twenty-third year of the reign of her present Majesty Queen Victoria, chapter sixteen, intituled "An Act relating to the recovery of Small Debts, and to repeal certain Acts therein mentioned," or by any other Act for the recovery of small debts then in force. XXVIII. All Building Societies hereafter to be established shall bo entitled to the protection and benefit of this Act ; but no such society shall be entitled thereto until their rules shall have been certified and deposited in the manner hereinbefore directed by this Act. XXIX. Every person or persons who shall execute a mortgage, or further charge to the trustees of such society, shall also execute, under his or their hands and seals, a memorial thereof, Avhich memorial shall specify the nature of the instriiment, the names and additions of the parties thereto, the day and year when the same beaV date, the descrip- tion of the messuages, lands, tenements, hereditaments and premises 1876. Benefit Building Societies. Cap. 37. 245 comprised in and eflfcctcd by sucli inort<,'af]jo or fnrtlior charge, the amount of money secured thereby, the amount of and the date when tlie hist instahnent is duo and payable, whether such instrument con- tain a power of sale, and when such power of sale may be exercised, and winch said memorial shall be in the form j)rescribed in the schedule to this Act annexed marked (li), or as near thereto as circumstances permit, and which said memorial shall be witnessed by one or more witnesses; provided always, that it shall not in any case be neeessary for the wire of any mortgagee, who may have executed any such mortgage or further charge, to execute or join in such memorial. XXX. The memorial of such mortgage may be registered in tlio office of the Registrar of Deeds at Churlottetown, upon the oath of the subscribing witness, or the acknowledgment of the parties who have executed the same; and the re^^istrar shall thereupon, and upon the back of eacli memorial, certify the proof or acknowledgment thereof in the form prescribed in the scliedulo to this Act annexed, marked (C); Erovided always, that no memorial bo registered by the Registrar of ►eedb, as aforesaid, uidess the mortgage or further charge referred to in the said memorial be produced to the said llegistrar of Deeds, which said mortgage shall be endorsed across the face thereof by the said registrar, in the form of tl»e schedule to this Act annexed, marked (DV and shall be delivered to the party producing the same ; and such mortgage or further charge, of which a memorial shall have been so registered, shall in all respects be held to come within the provisions of the Act of the General Assembly, passed in the third year of his late Majesty King William the Fourth, chapter ten, intituled "An Act to regulate the registry of deeds and instruments relating to the title of land," and all other acts relating thereto or alTecting the same, as though such mortgage, or further cliarge, had been duly (Mitered and recorded under the provisions of the said last mentioned Act or Acts ; and the Kegistrar of Deeds shall take and receive for the recording of such memorial and such certificates as aforesaid, the sum of one shilling. XXXI. Nothing herein contained shall authorize any Building Society, established under this Act, to invest its funds, or any part thereof in any savings' bank. XXXII. Whenever in this Act, in describing or referring to any person, the word importing the singular number or the masculine gender OTily is used, the same shall be understood to i 'elude and ehall be applied to several persons or parties, as well as one person or party, and females as well as males ; and the words moi-tgage and further charge, shall be held to apply to any instniinent taken to secure the payment of any sum to such society, unless in all f-uch cases there be something in the subject or context repugnant to such construction. XXXIII. The officers of any such society shall and may receive and send by the general post frc^ni and to places within this island, all letters and packets, having relation to the business of such society, free from the duty of postaxo, provided that such letters and packets as shall be sent to such officers, be directed to them as such, specifying the office held by such officer, on the covers thereof ; and all such let- ! I [[ 1. V 240 Cap. 37. Benefit Building Societies. 30 Vic. ' ; % ters and packets as shall be sent by any of the officers, having relation to the business of such society, shall have written or printed on the covers thereof the name of the office held by euch officer sending the same, and shall be signed on the outside thereof with the name oi such officer (such naaie to be from time to time transmitted to the general post office at Charlottetown) :, and such officers are hereby strictly for- bidden to subscribe or permit their names to be subscribed to any cover or packet except such as shall have relation to such business ; and if such officer shall knowingly cause or permit to be sent under any such cover any letter, ])aper or writing, or any enclosure having no relation to any such business coi.nected with such society, the officer so offending shall forfeit and pay a sum not exceeding the sum of one hundred pounds, which may be sued for and i-ecovered in Iler Majesty's Supreme Court of Judicature, at Charlottetown, and which shall be forfeited to Her Majesty, her heirs and successors; and if any letter, paj^er or writing, or other enclosure, shall be sent imder cover to any of the said officers of such society, the same having no relation to the business of such society, siich oihcer so receiving the same is hereby strictly required to transmit the same forthwith to the Postmaster General, with the covers under which the same shall be sent, in order that the contents thereof may be charged with the full rates of postage. XXXIY. It shall be lawful for any witness to .swear to tlie execu- tion of any mortga;i,e or furthei' charge, or ]uein. and C. /A, his wife, of the one part, and E. F.. G. II. and •/. K., trustees of the l^enetit i3uilding Society (designating the name of the society), bearing date the day of one thousand eight hundred and by which the said mortgagee thereby conveyed all his right and title (or iissigiied all his leasehold interest, or further charge, all his right and title) in and to all that tract, piece and ]>arcel of land, situate to secure the payment of the sum of ])ouiids. the last instalment of which is pounds, and will be due on mo day of one thousand eight hundred and and which said mortgage (or further charge) (!ontaius a power of sale which may be exercised months after default of any of the conditions in the said mortgage by the mortgagee. I ' 1 1 H ■ 248 Cap. 37. Benefit Buildin(j Societies. SCHEDULE (C.) 30 Vic. I hereby certify tliiit the within inemorial was duly registered on i\:\y of in tlie year of our Lord one thousand eiglit Inindred and at the hour of of the clock, upon the oath of (or upon the acknowledgment of the within named .) 11. Y., Ilcgifitrar. , SCHEDULE (D.) I hereby certify that this mortgage was duly proved pursuant to the provisions of the " Benelit Building Society Act," on day of in the year of our Lord one thousand eight hundred and at the hour of of' the clock, upon the oath of (or upon the acknowledgment of the within named ) II. v., Registrai". F Ci^!' 1880. Powers of Joint Stock Compa/niea. Cap. 18. 249 CHAP. XVIII. An Act to extend the powers of Joint Stock Companies for the erection of Exhibition Buildings. Section I, Resolution for increase of capital. 2a Resolution to he delivered registrar, 3 Allotment of shares. Suction. 4. Calls. 5. Power to borrow. [Assented to 6th March, 1880.] HER Majesty, l)y and with tlic advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows : 1. Whenever the directors of any company incorporated under the Tlevificd Statute i-espccting Joint Stock Companies for the orectioa of Exhibition l)iiil(lin'j;s, ai'e of opinion that the capital of the company is insulHcient for the ])urpoHC8 of the comp.'iny, they may from time to time pass a i-esolution authoriziiijuj the increase of the capital, and such resolution shall declare the addition number of twenty dollar shares that shall be issued. S« A copy of the said resolution cei-tified under the hand of the presidcTit, and sealed with the seal of the company, shall be delivered to the i'('ji;istiar havinall be filed in the oflice of the Provincial Secretary. IT- In all cases where a shareholder has not paid ten per centum 1881. Timber Slide Companies. Cap. 19. 255 on tlie share or shares held by him, but some other party pays the same on liis behalf, the party so paying may recover the amount as a debt, in any competent court, althougli not previously authorized to pay the " 3y on behalf of such shareholder. IH. L^j^mthe expiration of the period limited for the existence of the company, if any such period is limited by the letters patent, all the dams, slides, piers, booms and other works constructed by the com- pany, for the transmission of timber down any ri^er or stream, or for the improvement of the navigation of such river or stream, shall be- come the property of ller Majesty for the public uses of the Province, and the said company, or the shareholders thereof, shall have no right to receive any compensation therefor. 11>. J^otwithstanding the expirutiim of the said period, the said com])any shall continue to exist for the purpose of taking such pro- ceedings as may be recjuisite for getting in its assets, winding up aJid settling its affairs, and distributing amongst its shiirelioldei*s tlie capital stock or accumulated sinking fund of the stiid company, and the said company niay, for the purposes aforesaid, sue and be sued as if the l>erlod of its corporate existence had not expired; but after such period the words "in li(|ui(lation" sliall be added to the name of the com- pany, and shall be a part of such name. 20. No distribution of capital shall be made under the next pre- ceding section until three years after the expiration of the said period limited as aforesaid for the existence of the said company, but this shall not prevent the distribution amongst the shareholders of the annual profits received from investments, and after the said period the fifty-seventh section of the said Joint Stock Companies' Letters Patent Act shall not apply to the company. 21. The fifty-seventh section of the said Revised Statute, cliapter one hundred and fifty-three, is hereby amended by inserting after the word " works," in the eleventh line thereof, the following words : — ''and running, driving, booming, towing, sorting, and rafting logs and other timber, and providing an ecpial annual sinking fund, which, in- vested at six per centum, shall be sutiicient to pay back to the share- li Iders the amount of their paid-up stock at the end of the time limited for the existence of the company," and by adding to the said section the following words : " unless a higher rate is authorized by the letters patent or by Order-in-Council under the sixth section of this Act." 22. The seventy-second section of the said T^evised Statute is hereby amended by inserting after the words " undertaken by theni " the following words : — " and mentioned in the report recpiired prior to the incorporation of the company ;" and by inserting after the word " situate,"' in the ninth line thereof, the following words : — " or by the Commissioner of Public AV^orks." 23. The seventy-third section of the said Revised Statute is hereby amended by inserting after the word " damage " in the thir- teenth line thereof, the following words :--" incurred after the time limited for the existence of the company has expired, or." hi 256 Cap. 19. Timber Slide Companies. 44 Vic ( 24* The seventy-fiftli section of the said Revised Statute is amended by ndditm at the end tlicroof tlie followintif words : — "and in settling the amount to ho paid to the company for such works, the amount of tlie sinking fund accuniuhited at the time of such valuation towards the payment of the capital stock shall he deducted therefrom." 39. Where a company heretofore incorporated under the said lievised Statute, chapter one hundred and fifty three, or uniler the Consolidated Statute of Canada, chapter sixty eight, applies for the issue of letters patent under section sixty-five or section sixty-six of the Ontario Joint Stock Companies' Letters Patent Act, the Lieutenant- (iovernor may, by the letters patent, confer upon the said y and witli tlie adviw and consent of the Le. Mortgagen and Sales of Personalty. 43 Vic. tionod in the said UoviHcd Statute are, hj section eij^ht thereof, required to 1)0 tiled and entered, and the like fees shall he payahle for tiling and entering the saine at* are now payable fur tiling and entering such instruments. a. Section fifteen of tlie said Revised Statute is hereby repealed, and the following substituted therefor : 15. Where a mortgage has been renewed under section ten of tliis Act, tlie endorsement or entries reijuired by the preceding section to be made need only be made upon the statement and athdavit filed on tlie last renewal, and at the entries of sjich statement and affidavit in the said book. U. An authority for tiie purpose of taking or renewing a mortgage or conveyance utider the provisions of the saitl lievised Statute may be a general (tiie t«> take and renew all or any mortgages or conveyances to the mortgagee or bargainee. 7. Section seventeen of the said lievised Statute is hereby ameiuled by striking out all the words in the said section down to and inclusive of the word " but." where ir oecui's in the fifth line thereof, and sul)- stituting therefor the woril •• when ;'' and by adding thereto aflcr the words '• County Court," in the nintli line thereof, the words following, " and with the sul)Stitution of ten days for five days as the time within which the instrument or a copy thereof shall be registered." H. Section eighteen of the .said Revised Statute is hereby amend- ed by striking out all the words *' but," in the fourth line thereof, and substituting therefor the word " when." 1>. Section nineteen of the said Revised Statute is hereby amend- ed by striking out all the words in the said section down to and inclu- sive of the word •' but," in the fourth line thereof, and substituting therefor the word " when." lO. This Act shall not come hito force until the first day of Octo- ber ni'xt, and may be cited as " The Mortgages and Sales of Personal Property Amendment Act, 1880." SCHEDULE. [Section 3.) Statement exhibiting the interest of CD. in the property men- tioned in a Chattel Moitgage dated the day of 18 , made between A.B., of of the one part, and CD., of of the other part and filed in the office of the clerk of the county court of the county of on the day of IS and of the amount due for principal and interest thereon, and of all i)ayments made on account thereof. The said CD. is still the mortgagee of the said property, and has not assigned tlie said Mortgage (o?- the said KF. is the assignee of the eipal and 1880. Mortijayes aryJ Salen of Personalty. Cap. 16. i59 said Mortpaf^e by virtue of an iiKsiginnent thereof from the said CD. to him, (hited the day of 18 y) {or as tlw cattc may he). No payments have been made on iicconnt of tiic said mort;;ago (or the foih)wit);; payments, and n(» oilier, have been made on account of the said Mortgage • 1880, January 1, Vah\\ received $100 00) The amount still due for jirineipal and interest on the said Mortgage is the sum of computation.] dollars, computed as follows : [^liere give Uie CD. County of ■ To wit : of I, of the in tlie County \ the mortgagee named in the Chattel Mortgage mentioned in the foregoing (or amu^xed) statement [or assignee of thr mortgagee named in the Chattel Mortgage mentioned in the foregoing jo/' annexed j statement), (an the caac may he), make oath and say : 1. That the foregoing {or aniu'xed) statement is true. 2. That the Chattel Mortgage mentioned in the ?aid statement lias not been kept on foot for any fraudulent purpose. Sworn before me at the of in the county of thic day of 18 i ee and has of the 200 Cap. no. Chattel Mm'tffo/jeM, Saha, t&c. CHAP. CXIX. An Act respecting Mortgages and Sales of Personal Property. 1. Mortfjayt's of ^joods not allcndcil with clianpi'of possession, shall lie registered, or else l)e void as against creditors, iVc, of the niorij^.ifjor, with an affidavit, iVc. 2. Contents of alddavii. 4. Unlesi rej^islered, niortyaj^e void. 5. Sales of ^oods not attended with delivery shall he re^islered, or else lie void as against creditors, iVc, of the vendor. 6. Mortf^afjes of j'oods to secure advances or to ' ideinnily endorsers, etc., to be valid if duly registered. 7. (Iiallel Morlfjaf^es to ho re(;istered in the ollici' of Counly (Jlerk. 8. ('lerk to enter llu' sanu\ 9. How to proceed if j^oods niorlfjaj^ed are removed to awother ('otnny. 10. Mortj^aj^es of chattels nnist lie periodi- cally renewed, else cea^e lo he valid. .Mi'idavil 1)V whom made. I I. 11 Scrtid 12. The Clerk's certificate to he evidence of registration. 13. Certificates for discharging chattel mort- gages. 14. Kntering certificates of discharge. 15. Wliere Morlg.ages have lieen renewed. 16. Mntry of assigninein of mortgages. 17. Registration of chattel mortgages in Pro- visional [udicial Districts. 18. In Territorial Districts. 19. In Temporary Judicial District of Nipis- sing, 20. Instruments executed hefore I July, 1877. 21. Saving clause. 22. I'ees for services. 23. The properly to l)e well descrihed. 24. Who to administer the affidavits. 25. .Xct not loajtply to mortgages or vessels duly registered. Ell Miijt.'^ry. by and with tlio advice and consetit of tliti Legislative AssiMubly of tilt' Province of Ontario, enacts iis follows: i^- RKGISTKATION or (IIATTia, MOinTJAOES AND 8AI.KP OF OCODR WHKRi; roSSKSSION IS LNCHANGEI). 1. Every mortgage, or conveyance iiuended to operate afi a mort- gage, of go(»ds and chattels, u)iide in Ontario, which is not accompanied by an iuimodiate delivery, and an actual and continued change l jxik- session of the things mortgaged, or a true copy thereof, sluill, within five days from the e.\ecntion thereof, he registered as hereinafter pns vided, together with the atlidavit of a witness thereto, of the duo execution of such mortgage or conveyance, or of the due execution of the mortgage or conveyance, of which the copy filed purports to be a copy, and also witli the affidavit of tiie mortgagee or of oneof several mortgagees, or of the Jigent of the mortgagee or mortgagees, if such agent is aware <>f all the circumstances connected therewith and is properly authorized in writing to take such mortgage (in wliich ciise a copy of such authority shall be registered therewith). C. 8. U. C. c. 45, s. 1 ; 40 V. c. 7, Sched. A. (134). 2. Such last mentioned affidavit, whether of the mortgagee or liis agent, shall state that the mortgagor therein named is justly and truly indebted to the mortgagee in the sum mentioned in the mortgage, that it was executed in good faith and for the express purpose oi securiiif,' the payment of money justly due or accrtiing due and not tor the pur- pose of protecting the goods and chattels mentioned therein ti^aiiist the creditors of the mortgagor, or of preventing the creditors of such mortgagor from obtaining payment of any claim against him. 0. S. U. C. c. 45, s. 2. Cliattd Mortgages, Sales, <&c. Cap. 110. 201 JI. Every such m()rtlating that the mortgage truly sets forth the agreement entered inlo between the parties thereto, and truly states the extent of the liability intended to be created l)y such agreement and (covencd by such mortgage, and thatsucii mortgage is executed in good faith an-i for the express purpose of se- curing tlie mortgagee repayment of his advances or against the payment of the amount uThis liability for the mortgagor, as the case may be, and iKjt for the purpose of securing the goods and chattels menti(»ned Hi .!s:; 2^)2 Cap. 119. Chattd Ifortrjages, Sales, i&c. tlicroiii a<>jiiiiist tlic croditois of tlie iriovtgagor, nor to prevent sneh creditors from recovering anv (.'iaims which tliey may have against sueli mortgagor, and in case snch mortgage is registered as liereinafter pro- vided, the same shall l)e as valid and binding as mortgrges mentioned in the pi-eceding sections of this Act. C. S. U. C. c. 45, s. 5. T. The instruments mentioned in the preceding sections shall be registered in the otHce of the Clerk of the County Court of the County or Union of Counties where the mortgagor or bargainor, if a resident in Ontario, ref^ides, at the time of the execution thereof, or, if he is not a resident, then in the olHce of the Clerk of the County Court of the County or Fnion of Counties wliere the pi'operty so mortgaged or sold is at the time of the execution of such instrument; and such clerks shall file all such instruments presented to them respectively for that purpose, and shall endorse thereon the time of receiving the same in their re- s[)ective offices, and the same shall be kept there for the inspection of all persons interested therein, or intending or desiring to acquire any in- terest in all or any portion of t)ie property covered thereby. C. S. IJ. C. c. 45, s. 7. H, The said Clerks respectively shall nund)er every such instru- ment or copy filed in their otfices, and shall enter in alphabetical order in books to be provided by them, tlie names of all the parties to such instruments, with the numbers t ^-^^orsed thereon opposite to eacliname, and such entrv shall be repeated phabeticallv under the name of every party thereto.' C. S. V. C. c. 45, s. S. 9. In the event of the ]>ermanent removal of goods and chattels mortgaged as aforesaid from the County or I'nion of Counties in which they were at the time of the execution of the mortgage, to another (bounty or I'nion of Counties before the payment and discharge of the mortgage, a certitied copy of such mortgage, under the hand of ihe Clei-k of the County ( 'ourt in whose otnce it was first registered, and under the seal of the said Court, and of the afKdavits and documents and instruments relating thereto tiled in such office, shall be filed with the Clerk of the County Court of the County or Union of Counties to which such goods and chattels are removed, within twt> months from such removal, otherwise the said goods and chattels shall be liable to seizure and sale under execution, ;ind in such case the mortgage shall be null and void as against subse(|.ieiit purchasers and mortgagees in good faith for valuable consideration as if never executed. C. S. V. C. c. 45, s. ; 40 y. c. 8, s. 2l». RENKWAL OI-' MOUT(iA(iKS. 10. Every mortgage, or copy thereof, tiled in pursuance of this Act, shall cease to be valid as against the creditors of the persons mak- ing the same, and against subscfpient jiurchasers or mortgagees in good faith for valuable consideration, after the expiration of one year from the tiling thereof, unless within thirty days next i)receding the expira- tion of the said term of one year, a true copy of such nic/tgtige, to- gether with a statement exhibiting the interest of the mortgage in the property claimed by virtue thereof, and a full statement of the amount Chattd MoTtijatjes, Sales, i&c. Cap. 110. 2G3 Btill due for principal and interest thereon, and of all payments made on account thereof, is again tiled in the office of the Clerk of the 8aid Count} Court of the County or Tniun of Counties wherein such goods and chattels are then situate, with an affidavit of the moi-tgagee or of one of several mortgagees or of the assignee, or one of several assignees, or of the agent of the mortgagee or assignee, or mortgagees or assignees, as the case may be, duly autliorized in writing for that purpose (which authority shall be tiled therewith), stating that such statements are true, and that the said mortgage has not been kept on foot for any fraudulent purpose. (/. S. U. C c. 45, s. 10; 40 V. c. 7, Sched. A. (135). 11. The affidavit required by the tenth section may be made by any next of kin, executor or administrator of any deceased mortgagee, or by any assignee claiming by or through any mortgagee, or any next of kin, executor or administrator of any such assignee ; l)Ut if the alHdavit is made by any assignee, next of kin, executor or administrator of any such assignee, the assignment, or the several assignments tlirough whidi such assignee claims shall l)e tiled in the office in which the ujortgage is tiled, at or before the time of such retiling by such assignee, next of kin, executor or administrator of such assignee. 4t> V. c. 21, s. 5 KVIDENOE OK RKCilSTKATION. 12. A copy of such original instrument or of a copy thereof, so tiled as aforesaid, including any statement made in pursuance of this Act, certified by the Clerk in whose office the same has Iteeu tiled, under tlie seal of the Court shall be received in evidence in all Courts, but only of the fact that such instruments or copy and statement were received and filed according to the endorsement of the Clerk thereon, and of no other fact; and in all cases the original endorsement by the Clerk made in pursuance of this Act. upon any such instrument or copy, shall be received in evidence only of the fact stated in such endorse- ment. C. S. U. C. c. 45, s. 11. I)lS<'nAK(iK OF MoliHiAOES. 13* Where any mortgage of goods and chattels is registered under the provisions of this Act, such mortgage may be dis(,-harged, l)v the tiling, in the office in which the same is registered, of a certilicate signed by tiie mortgagee, his executors * administrators, in the form given in the Schedule hereto, or to the like etfect. 40 V. c. 21, s. 1. 14. The officer with whom the i battel mortgage is tiled, upon receiving such certificate, duly proved by the atlidavit of a subscribing witness, shall, at each place where the number of such mortgage has been entered, with the name of any of the parties tliercto, in the book kept under section eight of this Act, or wherc\cr otho'wisc in the said book the said mortgage has been entered, write the vronis, " /h\sc/i(f/-//,_'any to exist after commencement of winding up. Transfer of shares ; proix;rty of com- pany. Liquidators, appointment of ; remuneration ; security. One liquida- tor : cesser of ])owers of liquidators ; powers of several liquidators. A])point- ment of inspectors ; revocations ; re- muneration. Directions as to the dis- posal of property of the company by liquidation. 9. Description and general power of liqui- dator ; bring actions ; carry on busi- ness ; sell property ; sale of debts ; draw. &c,, bills and notes; take out letters of administration to deceased contributors and collect debts ; execute deeds ; other things ; company's seal. Time for creditors to send in claims may be fixed ; liquidators may distribute after expiring of time to creditors to claim. General scheme of liquidation may be authorised and compromises with cred- itors. Power to compromise with debtors anil contributories ; take security. Power to accept shares, iS:c., as a consid- eratiim for sale of property to another com])any. .Sale or arrangement by liquidators binding unless a member objects ; proceedings on objection. Special resolution not invalid because prior to resolution 10 wind up. Price payable to objecting member ; mode of determining price ; arbitration ; nuijor- ity to deternime disputes ; umpire. 14. Settle list of contributories ; shareholders" liability tocontribute; case of transfer of shares by shareholder ; contributories liable in a representativa character to be distinguished in list ; when real representatives need not be inserted ; list evidence ot liability. 15. Settlement of list by the court ; proce- dure on settling list by the court Certificate of result of settlement. 10. II 12, 13 20. 21. 22. 16. Provision for administration if personal representative fails to pay. 17. Calls on contributories. 18. Contributories liable to arrest like deb- tors under Revised Stat. c. 67. 19. Employment of counsel by Lii|uidators ; Licpiidators or Inspectors not to jnir- chase assets of Company ; deposit in bank by Liquidators ; separate deposit account to be ke|)t ; withdrawal from account ; Liquidators to iiroduce bank pass book at meetings, iS;c. ; Li(iuidator to produce bank [lass l)ook when ordered ; Liquidator nd inspector to be subject to sunima: jurisdiction of Court ; obedience how enforced. Costs and expenses Remuneration of liquiilators in case no other fixed. Filling vacancies in office of liquidator. General meetings during winding up ; annual meetings ; liquidators to call meeting of contributories ; subsequent meetings : where meetings to be held ; one mode of giving notice of meeting ; another mode of notice of meeting ; voting to be in person or by proxy ; scale of viMes. 23. Applications to the court ; stay of action against company before oider to wind up ; stay of action after commence^ient of winding up. .Settlement of list of contributories ; meetings of contributo- ries may be ordered ; chairman ; order for delivery by contributories and others of property, iSic. ; order for pay- ment by contributories; power to order payment into a bank to account of official liquidator ; order on contribu- tory to be conclusive eviiience, except as to real estate of deceased ; inspection of books; examination of persons be- fore C'ourt or Liijuidator ; proxy (in eases where, by the Aet or eharter or mstrument of incorjjoraticwi or the regulations of the com[)any, proxies are allowed), at any general mectini; of which notice specifying the in- tention to propose such resolution has been duly given ; 5. The expression " special resolution'' in this Act means a resolu- tion parsed in the manner necessjiry for an extniordinary resolution, where the resolution after having been so passed lu* aforesaid has been confirmed by a majority of such membei*8 (entitled according to the Act, charter or instniment of incorporation or the regulations of tlie comj)any to vote) Jis may be present in ■•' '"son or by proxy, at a sub- se(pient general meeting, of which notice has Ixjen duly given, and held at an interval of not less than fourteen days or more than one month from the date of the meeting at which the resolution was iii-st passed. WHEN COMP. MKS MAY UK WOUND IT. 4. A company may ho wound u]) under the Act : 1. Where the period, if any, fixed for the duration of the company by the Act, charter or instrument of incorporation has expired ; or where tlie event (if any) has occurred, ii]>on the occurrence of which it is provided by the Act or chartei" or instrument of in('ori)oration tliat the com])any is to be dissolved ; and the company in general meeting has passed a resolution recpiiring the company to be wound up; 2. AVhere the company has passed a special resolution (^as hereinbe- fore defined) re(|uiring the company to be wound up ; 3. Where the comi)any (^though it may be solvent as respects credi- tors) lias passed an extraordinary resolution (as hereinbefore defined) to the effect that it has been proved to their satisfaction that the company cannot by reason of its liabilities continue its business, and that it is advisable to wind up the same. 5. Where no such resolution has been passed as mentioned in the preceding section, the court may, on the application of a contributory, make an order for winding up, in case the court is of opinion that it is just and equitable that the company should be wound uj). C A winding up shall be deemed to commence at the time of the passing of the resolution authorizing the winding up, or of making the order directing the winding up. KWilSTKATION. T. A copy of the resolution or order for winding up, cerLified ])y the liquidator, may be registered in the registry ofiice of any county, riding or registration division wherein the company may have any real estate ; such resolution or order shall be accompiinied by a description of the real estate belonging to the company in the county, and certified by *ho liquidator to bo a correct description ; and the registrar shall register the said order and description upon payment to him of a fee oi one dollar. 1878. Winding up Joint Stock Companies. Caji, 5. 269 CONSEQUKNCES OF COMMKNCINO TO WIND DP. S. The following consequences shall ensne upon the coininenco- ment of the winding up of a company under the authority of this Act : (1). The company shall, from the date of the commencement of such winding up, cease to carry on its business, except in so far as may be required tor the beneficial winding up thereof ; and any transfei*sof shares, except transfers made to or with the sanction of the li<(uidators, or any alteration in the status of the members of the company, after the commencement of such winding up, shall be void, but the corporate state and all the corporate powers of the company shall, notwithstand- ing it may be otherwise provided by the .Vet charter or instrument of incorporation, continue until the atfaii's of the company are wound up. (2.) The property of the company shall be applied in satisfaction of its liabilities ; and subject thereto, and to the charges incurred in winding up its affairs, shall (unless it is otlierwise provided ft>r by the Act, Cliarter, or Instrument of Incorporation) l)e distributed amongst the members according to their right and interests in the comj>aiiy. (3.) Liquidators shall be appointed for the purpose of winding up the affairs of the company and distributing the [Moperty. (4.) The company, in general meeting, shall appoint such persons or person as the company thinks tit to be liquidators or a liquidator, and may fix the remuneration to be paid to them or to him, and they shall give such security as the contributories or the court may deter- mine. (5.) If one person only is appointed, all the provisions herein con- tained in reference to several liquidators shall apply to him. (6.) Upon the appointment of liquidators, all powers of the director shall cease, except in so far as the company in general meet- ing, or the liquidators, may sanction the continuance of such powers. (7.) Where several litpiidators are appointed, every power hereby given may be exercised by such one or more of tliem as tnay be deter- mined attlie time of the appointment, or at a subsequent meeting, or in default of such determination, by any number not less than two. (8.) Tlie contributories may at any meeting appoint one or more Inspector or Inspectors, to superintend and direct the proceedings of the Liquidator in the management and winding up of the estate ; and in case of an Inspector being appointed, all the jwwers of the Liqui- dator shall be exercis subject to the advice and direction of the In- spectors ; and the contributories may also at any subsequent meeting held for that purpose, revoke any such appointment ; and upon such revocation, or in case of death, resignation or absence from the 1* rovinco of an Inspector, may appoint anotlier in his stead ; and sucli Inspector may be paid such remuneration as the contributories may determine ; and where anything is allowed or directed to Ikj done by the Inspectors, it may or shall be done by the sole inspector, if only on has been ap- pointed. I*!| m iM '!!.! m 1 "i ; H< ,.' 270 Cap, 5. Wi/tiding up Joint Stock CompanieJi. 41 Vic. (9). The contribntories may, at any meetiii}?, pass any resolution or order, dire'iting tlie li of the atTair< of tlu^ company and the dis- tril)Ution of its assets; and for such purposes to use when necessary the Company's seal. 10. The li(piidiitor may fix a certain day or certain days on or within wlii(!h creditors of the Company and others havinerson apprehending liability to the company, and all (juestions in any way relating to or affecting the assets of the Company or the winding up of the Company, upon the receipt of such sums, payable at such times, and generally upon such terms, as may he agreed upon ; with })ower for the lic{uidators to take any security for the discharge of such debts or liabilities, and to give a complete dis- charge in respect of all or any such calls, debts or liabilities. 13. Where any company is supposed to be or is in the course of : J ^. IMAGE EVALUATION TEST TARGET (MT-3) 1.0 I.I 1.25 bi 128 12.5 150 ^^^ ■■■I L£ 12 ll 1.8 U il.6 V] 7^ (f] e. c* > ?> /: ^ > y /^ \ q\ :\ \ ■ r- ^9) o^ 1 i d V s t f 1 1 i :i tti •U I 272 Cap. 5. Winding vp Joint Stock Compcmies. 41 Vic. I>eing wound up, and the whole or a portion of its business or property is proposed to Ikj transferred or sold toanotlier company, the liqniaators of the first mentioned company, with the sjmctionot a special resolution of the company by whom they were appointed confemng cither a gen- eral authority on the licjuidators or an authority in respect of any par- ticular arrangement, can receive, in compensation or in part compensation for such transfer or sale, shares or other like interest in such otner com- pany, for the purpose of distribution amongst the members of the conj- pany which is l)eing wound up, or mav, in lieu of receiving cash, shares or other like interests, or in luidition thereto, participate in the profits of or receive any other l)enefit from the purchasing company. (2.) Any sale made or arrangement entered into by the licpiidators in pursuance of this section shall be binding on the members of the Company wliich is being wound up, subject to this proviso, that if any memoer of the Company which is being wound up, who has not voted in favor of the special resolution passed l)v the Company of which he is a member, at either of the meetings held for passing the same, expresses his dissent from any such special resolution, in writmg, addressed to tlio liquidators or one of them, and left at the head oflice of the Company not later than seven days after the date of the meeting at which such special resolution was pivssed, such dissentient memlxjr may recpiire the iKpiidators to do one of the following things as the iKjuidators may pre- fer, that is to say : (1) Either to abstain from carrying such resolution into effect ; or (2) to purchase the interest held by such dissentient memlMjr, at a price to be determined in manner hereinafter mentioned, such purchase-money to be paid before the Company is dissolved, and to be raised by the liquidators in such manner as may be detennined by special resolution. (3.) No special resolution shall be deemed invalid for the purposes of this section l)y reason that it is pjissed antecedently to or concurrently with any resolution for winding up the Company, or for appointing liquidators ; (4.) The price to be paid for the purchase of the interest of any dissentient memlwr may be determined by agreement ; but if the par- ties dispute al)out the same, such dispute shall be settled by arbitration ; (5.) For the purpose of such arlntration the Jiquidator shall appoint one arbitrator, and the dissentient member shall appoint .another, and the two arbitrators thus chosen (or in case they disagree, the county judge) shall appoint a third arbitrator ; (6.) The arbitnitors thus chosen or any two of them, or the arbi- trator of one party and an arbitrator appointed by the county judge (in case of the refusal or neglect of either party to appoint an arbitrator) shall finally determine the matter in dispute ; (7.) In case of the disagreement of two arbitrators, where two only are acting, they may appoint an umpire, whose award shall be con- clusive. LIABILnr OF OONTRreUTOBIES. 14. As soon as may be after the commencement of the winding up of a company, the liquidator shall settle a list of coutributories. 1878. Winding uj) Joint Stock Companies. Cap. 5. 273 2. Every shiireholder or meml)er of tho company or his representa- tive is lialtle to contnlmte the amount unpaid on nis shares of the capi- tal, or on his liahility to tlie com]>any or to its memhei's or creditors, as the case may be, under the Act, charter, or instrument of incorporation of the company ; and tlie amount wliich he is liable to contribute shall be deemed assets of tho company, and to be a debt due to the company as payable may be directed or appointed under this Act. 3. Where a shareholder has transferred his shares under circum- stances which do not by law free him from liability in respect thereof, or where he is by law liable to the C(»mj)any or its contributories or any of them to an amount beyond the amount unpaid on his shaves, he shall be deemed a member of the company for the purposes of this Act, and shall be liable to contribute as aforesaid to the extent of his liabilities to the company or the contril)Utories independently of this Act, and the amount which he is so liable to contribute sh-ill be deemed assets and a debt as aforesaid. 4. The list of contributories shall distinguisli between poi'sons who are contributories as being rej)resentatives of or liable for othere. 5. It shall not be necessary where the personal representative of any deceased contributory is placed on the list to add the heii"s or devi- sees of such contributory ; nevertheless such heirs or devisees may be added at any time afterwards. 6. Any list so settled shall he prima faoie evidence of the liability of the persons named therein to be contributories, 15. The list of contributories may be settled by the Court, in which case the li(juidator shall make out and lea\ > at the chambers of the Judge a list of the c()ntributt)ries of the company ; and such list shall be verified l)y tho affidavit of the li(|uidator, and shall, so far as is practicable, state the respective addresses of, and tin; num])er of shares or extent of -interest to 1)0 attributed to, each such contributory, and distinguish the several classes of contributories; and such list may from time to time, by leave of the Judge, bo varied or added to l»y the liqui- dator. 2. Tlpon the list of contributories being left at the chambers of tho Judge, the li(piidator shall obtain an appointment for the Judge to settle the same, and shall give notice in writing of such appointment to every person included in the list, and stilting in what character; and for what number of shares, or interest, such person is included in tho list ; and in cusc! any variation in or addition to such list h at any time made l»y the lii|uid.ttor, a similar notice in writing shall lie given to every per- i^on to whom such variation or addition applies. All such notices sliall III' served four cU'iir days before the day appointed to settle such list, or such variation or addition. 3. The result of the settlGinent of the lis! of contributories shall be stated in a certificate by the Clerk of the Court ; and certificates may be matle from time to time for the purpose of stating the result of such settlement down to any particular time, or to any ])articular person, or stating any variation of the list. 16. If any person made a contriljutory as ])ei'8onal representative 19 274 Cap. 5. Winding ujt Joint SU^ck Comj/anies. 41 Vic. of a de(!eaKO(l contributory makes dofsmlt in payinjj any kuiii to he ))ai(l by liim, proceed! iij^w may be taken for administering the personal and real et«tate of such deceiiKod contributory, or either of such estates, and for compelling payment thereout of the money due. 17. The liipiidators may, at any time and before they have ascer- tained tjie sutliciency of the assets of the company, call on all or any of the contributories, for the time being settled on the list of contribu- tories to pay, to the extent of their liability, all or any sums the licpiidators deem necessary to satisfy the debts and liabilities of the company, and the costs, charges atid expenses of winding it up and for the adjustment of the rights of the contributories amongst themselves; and the li(juidatoi'8 may, in making a call, take into consideration the probability that ^ome of the contributories upon whom the call is made, may partly or wholly fail to pay their respective jwrtions of the same. l.S. Where a person's name is on the list of contributories or is liable to be placed tliereon, he shall be siibject in respect of his liability, and on the ap])lication of the liijuidator, to arrest and im[)risonment, like any otlujr del>tor ; and he shall for that purpose be deemed a debtor to the {/'((Uipany. and a debtor to the liquidator, and his arrest may be by an order of the County Court Jmlge, whether the aniounl of his liability exceeds or not the ordinary jurisdiction of the said court; an^' liis being placed on the lit^t of contributories under this Act shall 1 deemed a judgment, and the litpiidator shall be deemed a creditor, within the niraniug of the Act respecting .\rrest and Imprisonment for I)el)t; and tiie saiil pi-rsons ^hall respectively have the same reme- dies, and the County (vourt and Judges an«l thi' ollicers of justice shall in such cases have tlie same p'.wers and duties (as nearly as may be), us in corresponding cases under the said Act. i.iyi idatok's dutiks. 11>. No I.i(iuidator shall employ ai:y ccmnsel, solicito'r, or attorney- at-law without the consent of the Imspectors, or of the conti ibutories. 2. No Li(piidator or Inspector shall purcluuse. directly or indirectly, any part of the stock in trade, debts or assets of any description of the estate. 3. The Licpiidator shall deposit at interest in some chartered bank to be indicated by the Ins|)ectt)rs or I)y the (-ourt all sums of money which he may have in his hands, belonging to the company, whenever such sums amount to one hundred iloUars ; 4. Such deposit shall not l)e made in the name of the liipii^lator generally, on pain (»f dismissal ; ImiI a separate deposit account shall be kept for till' company of the moneys belonging to the cosnpany, in the name of the JJipn'dator as such, ami of the Inspectors (it any); and such moJieys shall be withdrawn oidy on the joijit clicque of the Liijuidator and one of the Inspcetcu's, if there bo any. 5. At every meeting of the contributories, the liquidators shall produce a bank pass book, showing the amount of deposits nuule for the company, the dates at which such deposits were nuule, the amounts 1 Vic. 1S78. Winding uj} Joint Stock Comjtanifs. Cap. 5. 275 )C \Yi\\i\ al and 08, and iwcer- or any )ntril)U- niR tlio 1 of tlio and for isolves ; ion tlie iH madu, Hi saniu. iofi or is liability, ouniunt, a debtor may be 111 of liis irt; an^' eliall I creditor, isonnuint lie reiiu;- tice shall may bo), ittt)rney- )utorieH. idirectly, ition of •ed bank money lienevcr [uidator nliall be in the ny); and le of the >.y. (trs phall made for amounts witlidrawn and dates of sucli withdrawals ; of which prochiction nion- ti<»n shall be ni.Mh! in the niinutcrt of such meeting, and the absence of such mention shall be jtrinui facie evidence that such pass-book was not produced at the meetings ; 6. The Li(iuidator shall also ))roduce such pass-book whenever so ordered by the ('ourt at the retpiest of the Inspectors or of a contribu- tory, and (Ml his refusal to do so, he shall be ti-cated us being in contetnpt of court. 7. Every Licpiidator or inspector shall be subject to the summary jurisdiction of the Court in the same manner and to the same extent !i8 the ordinary oflicei's of the Court are subject t(» its jurisdiction ; and the performance of his duties may be compelled, and all remedies sought or demanded for enforcing any claim for a debt, privilege, mortgage, lien or right of property upon, in, or to any effects or pro- pel ty in the hands, possession or custody of a Licjiiidator, may be obtained by an order of the Court on summary petition, and not by any suit, attachment, seizure or other proceeding of any kind what- ever ; and obedience by the Licpiidator to such order may be enforced by such Court unf the meeting may bt; given by publication thereof for at lea^t two weeks in the Oiiitirlo (razvtt>\ or Ity suck other (jr ad- ditional notice as the court or the insj)ector or the comi)any may direct, and by also, excejtt where the court otli(rwis< vlirects. addressing notices of the meeting to tiie contiibnti^ries within the Province, of contribu- tories who reside oju of ihe I'rovincj ; and the said notices shall be ])ostod at least ten days before the day on wiiiciii the meeting is to take ])!ace, tile jjostage being prepaid by tlie liipiidator. (S.) No contributory shall vote at any nier ting uidess present per sonally, or represented l)y some person having a writren autiiority (to be filed with the liijuidatctr) to act on his behalf at the meeting or gi-ncraliy ; anlly or partially to such application, on such terms and subject to such conditions as the (\»urt thinks tit; or it may make such other order on such application as the Court thinks just. 2. The Court, at any time after the presentation of a petition for winding up a comjiany and before making an order for wi iding up the company, may restrain further i)r(»ceedings in any action, suit, or pro- ceedingagainst the company (other than under the Insolvent Acts in m 1878. Wi)uUn Joint Stock Cortipanies. 41 Vic. creditors and contrilmtories of the compiuiy of its hooks and papers as the Conrt thinks jnst ; and any hooks and najiers in tlie possession of tlie company may ho inspected in conformity with the order of the Conrt, hnt not fnrther or otherwise. 11. The Conrt may, at any time after the commencement of the winding np of tlie company, summon to appear hefore the Conrt or liquidator any officer of the company, or any other ))erson known or sns|H.^cted to have in his possession any of the estate or effects of the Company, or supposed to he indehted to the Company, or any person whom the Court may deem eapahle of fjiving information concerning the trade, dealings, estate or eiTects of the Comi)any ; and in case of refusal to appear or answer the (piestions snhmitted, he may he com- mitted and punished by the judge as for a contempt. 12. The Court may require any such otHcer or person to produce any hooks, papei-s, deeds, writings, «>r other documents in his custody or power relating to the company. 13. If any person so snninioned, after being tendered the fees to which a witneas is entitled in the county courts, refuses to come hefore the Court or liquidator at the time appointed, having lio lawful ini|>e(li- raent, the Court may cause such pei-son to he apprehended, and brought before the Court or liquidator lor examination. 14. The Court or liquidator may examine upon oath, any person appearing, or brought l>efore them in the manner aforesaid concerning the affairs, dealings, estate or effects of company, and may reduce into writing the answers of every such peraon, and require him to subscribe the same. 15. In any proceeding under this Act, the Conrt may order a writ of (nihpcena ad teHtiJicandum, or of Huhpofna duces tecum to issue, commanding the attendance as a witness of any person within the limits of Ontario. 16. Where any person claims any lien on papers, deeds, or writings or documents produced by him, such production shall be without i)re- judice to the lien ; and the Court shall have jurisdiction in the winding up to determine all questions relating to sncli lien. 17. Where in the course of winding up any company under this Act, it appears that any past or jircsent director, manager, official or or other liquidator, or any officer of such company has misapplied, or retained in his own hands, or become liable or accountable for any moneys of the company, or been guilty of any misfeasance ov breach of trust in relation to the company, the Court may, on the ai)plication of any liquidator., or of any contributory of the company, notwith- standing that the offence is one for which the offender is criminally responsible, examine into the conduct of such director, manager, or other officer, and compel him to repay any moneys so mi^'.applied or retained, or for which he has become liable or accountable, together with interest after such rate as the Court thinks just, or to contribute such snmf of money to the assets of the company by way of com- pensation in respect of such misapplication, retainer, misfeasance, or breach of trust, as the Court thinks just. 1878. Winding np Joint Stork Companies. Cap. 5. 279 24. If at any time any contiihntor who desiros to cause any pro- ccedin;^ to ho taken which, in his opinion, would 1)0 for the hcncfit of the C(»m])any, and the li(iuidator, under the authority of the eontrihu- tories or (»f the inspectors, refuses or ne'jlectfi to talart thereof, or for jwstponing the disposal of the same, or with reference to any matter connected with the mamvgemcnt or winding up of the estate, may, within four clear days after the meeting of the contributories, in case the sul)ject of dissatisfaction is a resoluticm or order of the contributories, or within four clear days after liecoming aware or ha\ing notice of the resolution of the inspectors or action of the liquidator wlieresuch re-olution or action is the subject of dissatisfaction, give to the liquidator notice that lie or they will apply to the Court, on the day and at the hour fixed by such notice, and not being later than four clear days after such notice has been given, or as soon thereafter as the parties may be heard before such Court, to rescind such resolutions or I'U's ; 2. The Court, after hearing the inspectors, the liquidators and contributories present at the time and place so fixed, may approve, rescind or modify the said resolutions or orders ; 3. In case of the application being refused the party applying shall pay all costs occasioned thereby, and in other cases the costs and expenses shall be at the discretion of the Court. I^B . I i 280 Caj), 5. Winding uj> Joint Stock ConijtfinUs. 41 Vic. t ; JJT. Any party wlio is dirtfiatislied witli any order or jlccision of the Court in any procfcdin^ under this Act may appeal tlierofrom to tho Court of Appeal, or to any one of the .Ju(lal and pay such damages and costs as may be awarded to the respondent. 3. If the party appellant docs not ])rocced with his a|)p(?al, as tho case may be, according to the law ur the rules of practice, the C(»urt, on the application of the respondent, may dismiss the ap|)eal, and condemn the api)ellant to pay the respondent the costs by him incnrred. 4. The judgment of the said Ct»urt of Appeal shall be final. 2H. Any powers by thin Act conferred on the (,'onrt shall be doomed to be in addition to, and n(»t in I'cstriction of, any other powers subsisting, either at law (tr in e(pn'ty, of instituting proceedings against anj contributory, or against any delttor of the company for the recovery of auy call or other sums due from such contributory, or against any debtor of tho company, for the recovery of any call or other sum duo from such contributory or debtor, or his estate, and such proceedings may be instituted accordingly. 211. All ordei-s made by the Court may be enforced in the same manner as ordei*s of such Court made in any suit pending therein, or orders of the Court under the Insolvent Acts in force at the time may be enforced ; and for the purposes of this part of the Act, the County Courts and the judges tliereof shall, in addition to their ordinary powers, have the same power of enforcing any oAlei-s yu\de by it, ixs the Court of Chancery has in relation to matters within the jurisdiction of that Court ; and tor the last-mentioned purposes tho jurisdiction of the County Court Judge shall bo deemed to be co-extensive in local limits with tno jurifdiction of the Court of Chancery. 30. The various County Courts of the Province, and the Judges of the said Courts respectively shall be auxiliary to one another for the purposes of this Act ; and the winding up of a company, or any matter or proceeding relating thereto, may be transferred fi-om one County Court to another with the conciuTcnce, or by the order or orders, (»f tho two courts, or by an order of a judge of the Court of Appeal. MATTKRS OK I'RACTICE. 31. Where any order made by one Court is required to be enforced by another Court, an ofHce copy of the order so made, certi- fied by the clerk of the court which maue the same, and imder the seal of such Court, shall be produced to the proper officer of the Court It! ir 1878. Winding up Joint Stock Co7nj>anief>. , Cup. 6. 281 ryon such last-mentioned Court shall take such steps in the matter as may he reciuisitc! for enforeini; such (tnler in the same manner as if it were the order (»f tlie Court enforcing the sjime. :|2. Any application to tlie Court for \yindinj; up of a company nnder this A(!t shall he hy ])etition ; and the petition nuiy he presented hy the company, or hy any contrihutory or contrihutories of the company. (2) Upon heariui; the petition the Court may dismiss the same, with or without costs, or may adjourn the hearing, conditionally or unconditionally, and may make an interim order, or any other order that it deems just. tt3. The Court at any time after an order has heen made for winding ujt a cf»mpany, may, ujkju the application hy motion (tf anv contrihutory, and upon proof to tht; satisfaction of the C«)urt that all proceedings in rclati(»n to such winding up ought to he stayed, make an order staying the same, either altt)gether or for a limited time, on such tenns and suhject t<» such conditions as the Court deems lit. JI4. 1'h«i rules of procedure for the time heing a? to amendmentB of pleadings and j)rocee(ling8 in tlii^ County Court, shall as Car as j)rac- ticahle a|)ply to all pleadings and proceedings mider this Act; and any Court or liipiidator hofore whom such ])roceeef(»re the li(|uidat(»r, or before any li(ini(lator, jud^^c, notary nnldie, eonimiwKioner for takin<; atfichivitrt, or Justieo of the IVaee ; anu out of Ontario. Itefore any .lu(lr takini; affi(hivits to I)e UHed in any Court in Canada, any notary pul)ne, the cliief munieipal officer for any town or city, any Uritish eourtul or viee-eonsnl, or any person autht>ri/.ed hy or under any Statute of the Dominion or of this Province to take affidavits. 2. All Courts, judges, justices, commis8ionei*s and persons actinj; judicially, shall take iudicijil notice of the -seal, or stamp (»r si;;nature (jis the case may h 'f any such ('ourt, jiidjje, notary puMic, commis- sioner, justice, ehiet .imicipal otHcer, consul, vice-consul, li(pii«lator or other person, attached, appended or siihscrilied to any such affidavit, atllrmation or declaration, or to any other document to be used for the purposes of this Act. mSSOLUTION OV tOMI'ANV. 40. As soon as the affairs of the coiiii)any are fully wound up, the liipiidators shall make up an account showin<( the manner in which such windinj; up has been conducted, and the property of the company dis- posed of; and thereupon they shall call a <^eneral meeting of the com- pany for the purpose of having the account laid before them, and liearing any explanation that may be given by the licpiidators; the meeting shall be called by advertisement, specifying the time, place, and ob]e(!t of sucb meeting ; and the advertisement shall be published one month at leiist previously thereto. (2.) The liipiidator shall make a return to the Provincial Secretary of sucb meeting having been held, and of the date at which the siime was held; whicli return shall be filed in the office of the Provincial Secretary; and on the expiration of three months from the date of the tiling of sxkOi return, the company shall be deemed to be d'ssolved. 41. Or whenever the affairs of the company have been completely wound uj). the Court may make an order that the company be dissolved from the date of such order, and the company shall be dissolved accord- ingly : which order shall be reported by the li(piidator to the Provincial Secretiuy. 42. If the Li(iuidator makes default in transmitting to the Pro- vincial Secretary the return mentioned in the fortieth section, or in reporting the order (if any) declaring the company dissolved, he shall be liable to a penalty not exceeding twenty dollars for every day during whicli he is in default. 43. All dividends deposited in a Bank and remaining unclaimed at the time of the dissolution of the Company, shall be left for three years in the bank where they are deposited, and if still unclaimed, shall then be paid over by such Bank, with interest accrued tliereon, to the Treasurer of Ontario, and, if afterwards duly claimed, shall be paid over to the persons entitled thereto. i -^^tl^li; 1878. Winding up Joint Stoch ComjKinivK. Cap. fi. 283 aimed tliree j, sliall to the )C paid 44. Kvi'rv Ii<|iiidator rihall, within thirty days after the date ()f the (iirtHohitii)!) of the conipany, deposit in the l)ank appointed or named wa hereinbefore provided for, any <»ther money l«'lon;;in^ to tlje estate then in his hands not re(piired for any otiier purpose authorized iiy this Aet, with a sworn statement and account of such money, and that tho samo is II lu* has in his hands; and he shall ho suhject to a penalty of not exceeding ten dollars for every day on which he neglects or delays such payment; and he shall Ikmi dehtor to Her Majesty forsncOi money, and may he compelled as such to account for and pay over the same. (2.) The money ►*<• (h'posited shall he left for thret> years in tho l>ank, and shall he then paid over with interest to the Tre-isiirer of the Province, and if afterwards chiimed shall he paid over to the persttu entitled thereto. {'\.) Where a!iy company lias been wound up under this Act and is ahout to he dissolved, the books, accounts and docum(>nts of the company and of the Liipiidators may be disposi'd of in such a way as the C'ompany by an extmordinary resolution directs. (4.) After the lapse of live years from the date of such dissolution no respon.sibitity shall rest on the (\»mpanv (»r the Liciiiidators, or any one to whom the custodv of such I'ooks, accounts and archaser, who shall not be botind to see to the applica- tion of such purchase money. 3. No such sale as aforesaid shall be made until after three months' notice in \\'Titing has been given to any subsequent encmnbrancer, and to the person entitletl to the property subject to the charge and to such encumbrance, tht notice to be given either personally or at his usual or 1879. Powers of Mortyageea. Cap. 20. 285 liist place of residence in this Province, which notice may be given at any time after any default iu making a payment provided for hy the deed. (2.) In case of the death of the person eititlcd subject t<> the cliarge, and of liis interest therein passing to intaiit heii-s or devisees, the notice shall be given as aforesaid to his executore or administrators, as well as to his heirs or devisees, as the cjise may be. (3.) The notice for an infant heir is to be served upon liis guar- dian, and is also to be served upon the infant himself, if over the age of twelve years. 4. But when a sale has been effected in professed exercise of the powers hereby conferred, the title of the purchaser shall not be liable to be impeached on the ground that no case had arisen to authorize the exercise of such power, or that such power has been improperly or irregularly exercised, or that no such notice as aforesaid has been given ; but any person danuiitied by any such unauthorized, improper, or irregular exercise of such power, shall have his remedy against the person selling. »>. The notice of sale may be in the following form or to the following effect : I herein' rctptire you on ur before the day of 18 , (a day not lesti than three calendar months from the service of the notice, and not less than six calendar ino7iths after the default) to pay off" the principal money and interest secured by a certain indenture, dated the day of 18 and expressed to be made between {here state parties and descrihe mortgage pro^perUf) which said mortgage was registered on the day of [iind -if the inort^jage has hcen assigned, add : and has since become the property of the undersigned). And I hereby give you notice that the amount due on the said mortgage for principal, interest, and costs respectively, is as follows : {.set the same forth). And unless the said principal money and interest and costs are paid on or before the said day of I shall sell the pro])erty comprised in the said indenture under the authority of the Act entitled "An Act to give to mortgagees certain powers now com- monly inserted in mortgages." Dated the day of 18 . O* The notice of sale of lands may be registered in the registry office of the registration division in which the lands are situate, in the same manner as anv other instrument aff'ectinir the land, and such registration shall have the same effect, and the duties of the registrar in respect of the sanie shall be as in the cjuse t)f any other registered instrument, and the fee to be paid such registrar for registering the same shall be fifty cents. 7. Tlie affidavit for tlie pui-^wse of registering the notice shall be by the person who served the same, and shall piove the time, place, and manner of such service, and also that the copy delivered to the registrar is a true copy of the notice served. 286 Cap. 20. PovxTs of Mortgagees. 42 Vic. I! \ IE ) ¥, ' % ' (2.) A copy of atn' such registered notice and affidavit, certified under tlie liand atul seal of ottice of the registrar, shall in all cases be received i\& prima facie evidence of the facts therein stated. 8. The money arising by any sale effected as aforesaid shall be applied by the person receiving the same as follows : first, in payment of all the expenses incident to the sale or incurred in any attempted sale ; secondly, in discharge of all interest and costs then due in respect of the charge in conse(|uence whereof the sale was made ; and thirdly, in discharge of all the principal moneys then due in respect of such charge ; and the residue of such money shall be paid to the subsequent encumbrancers according to their priorities, and the balance to the person entitled to the property subject to the charge, his heirs, executors, administrators, or assigns, as the case nuiy be. O. The person exercising the jjower of sale hereby conferred shall have power by deed to convey or assign to and vest in the purchaser the property sold, for all tho estate and interest theieli), which the person who created the charge had power to dispose of. 10. At any time after the power of sale hereby conferred shall have become exercisable, the person entitled to exercise the same shall be entitled to demand and recover, from the ])erson entitled to the property subject to the charge, all the deeds and documents in his pos- session or power relating to tlie same i)roperty, or to tfie title thereto, which he would have been entitled to demand and recover if the same property had been conveyed, appointed, suri'i.'iulered, or assigned to and were then vested in him for all the estate and interest Vv'h' the person creating the charge had power to dispose of ; and whei lie legal estate shall be outstanding in a trustee, the person entitled to a charge created by a person ecjuitably entitled, or any purcliaser from such person, shall be entitled to call for a conveyance of the legal estate to the same extent as the ])ersou creating the charge could liave called for such a conveyance if the charge had not been made. 11, The mortgagee's costs may, without any order, be taxed by the Master in Chancery or Local Masteiyat the instance of any party interested. 13. So much of this Act as provides for a power to sell shall not apply in the case of a deed which contains a power of sale ; and so much of this Act as provides a power to insure shall not ajjply in the case of a deed which contains a power to insure, nor shall this Act apply to any deed which contains a declaration that this Act is not to apply thereto. 1881. Credit Fonder Franco-Canadian. (^ap. 51. 287 CAP. LI. An Act respecting the Credit Foncier Franco-Canadien. Section. Suction. Preamble. I., Powers to he exercised by Credit FOncier in Ontario. 2. Security to be taken. 3. Power to form divisions of Province for purposes if business. 4. Brancii offices. 5. Corporation may sue and be sued in Ontario. 6. A|)iiointment and duties of managers. 7. Official seal. 8. President to execute a procuration to manager to act for corporation. 9. Power to acquire real estate necessary for offices S^Assenied to Uh March, 1881.] WHEREAS tho Credit Foncier Frauco-Canadieu, incorporated by the Ktatiite of the Legislatiu'e of tlie Province of Quel)cc, passed in the 43rd and 4-ttli year of Her Majesty's reign, and chaptered sixty, ha.s prayed that the mwer of transacting the l)nsine8s of loanijig money or otherwise, in the Trovince of Ontario, he conferred upon it; and it is expedient to grant tlie prayer of the said petition ; Therefore Tier Majesty, by and witli the advice and consent of tlie Legislative Assembly of the Province of Ontario, enacts as follows : — 1, It shall be lawful for the coqjorati'm created and constituted under the name of Credit Foncier Franco-l anadien, by the statute of the Legislature of the Province of (Quebec, cited in the preamble here- to, to exercise the powers hereinafter mentioned in the Province of Ontario ; (1) To lend moiley as a first charge on bond and mortgage on real estate situate within the Province of Ontario, re2)ayable either at long date by annuities or at short date, with or without progressive sinking of the debt ; (2) To lend money upon the hy])()thecation of bonds and mortgages, being a first charge on real estate situate within the Province of ( )ntitrio, repaytible either at long date by annuities or at short date, with or without progressive sinking of the debt ; (3) To lend on mortgage or otherwise to municipal or school cor- poration in tlie Province of Ontario, such sums of money as they may be authorized to borrow, repayable either at long date by annuities or at short date, with or without progressive sinking of the debt ; (4) To acquire by assignment, bonds and mortgages being a first charge upon real estate situate iii the Province of Ontario ; (5) To purchase bonds or debentures issued by municipal or school corporations in the i'rovinceof Ontario, and by incorporated companies doing business in the Province, and to sell the ssinie if deemed advis- able ; (6) To make loans upon or i)urcliasc ]niblic securities of this Pro- vince, and sell the same if deemed advisable. I i ! iU 288 Cap. 51. Credit Fancier FranahCanadien. 44 Vie. 2. The said corporution sliiill accept as security only real estate of which the revenues are deemed .sutKcient ; (1) Tlie amount of each loan shall not exceed one half of the esti- mated value of the real estate mortj^aged therefor, and the annuity which the borrower may »»l)Ii<;e himse'f to pay shall not exceed the net revenue which it may be estimated that the property might yield ;' (2) Tlie valuation of })roperty offered as security shall be made on tlie double basis of the net revenue which it is susceptible of yielding and of the price which it would bring if sold. 3. For the transaction of the business of the said corporation the bojird of management provided for by tiiesaid statute of the JjCgishiture of the Province of (Quebec, may, if it deems i)ropcr, divide the Province of Ontario into two or more di'. isions, and may subsecjuentiy re-divide such divisions and form others. 4. A branch oflice or agency may be established in the city of Toronto, and at such other ])laces m the Province of Ontario as the said board of management mav deem advisable, 5. The said corporation may sue and be sued, complain and defend, in any court of law or eipiity in the Province of ( )ntario ; (1) Service of j)rocess may be made upon the said corporation at its branch offices or agencies in the Province of Ontario; and if tlie corporation have no known branch office or agency in the Province, then, upon return to that effect, the Coiirt may order service by publi- cation, by a notice to be given for one month in the Ontario Gazette, and such pul)lication shall be held to be due service upon the said cor- poration. 0< A manager or agent may bea})pointed to administer the affairs of the said corporation u\ tlie Province of Ontario, or in any division tliereof which may be established by the said board of manr.gement, and when a manager is ajijiointed he shall have the powers conferred and be subject to tlie obligations imposed upon managers by the statute constituting the said corporation, except as otherwise by this Act provided. T. Such corporation may connnit to the custody of such manager or agent for the time being, an official seal for the purpose of executing in this Province, such deeds and instrunjents as may be necessary in carrying out the objects of the corporation therein ; and such seal, from time to time, may withdraw, alter or renew, and such seal shall be deen^ed and taken to be the corporate seid of such corj)oratioii for the execution of all instruments within this Province, and every deed, conveyance, lease, assignment of mortgage, discharge of moitgago or other written instrument (»f any kind purporting to be under tl»e cor- porate seal of the said corj)oration, or under the aforesaid official seal entrusted to such manager or agent, shall be receivable in evidenco is jnima facie proof in any court of law or c(|uity in any legal or ecpiitable proceeding of a civil nature in this Province, and also for the purposes of the Registry Act," that such deed, conveyance, lease, assigmuent, 1881. Creclit Fonder Franco-Ccmmlien. Cap. 51. 289 i vision i;oinont, iifcrreil Ktatiite lis Act of mortgage, discharge of mortgago, or other written instrument has been duly executed by such corporation, witliout any further proof of the said corporate or official seal, or of either of them, or of the apjwint ment, official character, or signature of the pereonor persons purporting to have affixed such seal or seals, or to have acted as such manager or agent. H. The president of said corporation shall, after the appointment of any such manager, execute in duplicate a procuration countersigned by the secretary <»f said corporation, authorizing such manager to act within the limits of his powei-s, for and in the name of the corporation ; (1) A duplicate of the procuration shall be deposited in the office of the Provincial Secretary, and the latter shall give notice in the On- tario Gazette of such appointment, and of the deposit of the procu- ration ; (2) All registrars ai>d all Courts in the Province of Ontario shall after such notice, receive all deeds passed by the manager witliin the limits of his ])owers, and before the publication in the Ontario Gazftte of a notice of the revocation of the procuitition, as sufficient, without requiring any proof of his power to act. O. Tlie said corporation may acquire and hold such real estate as may be necessary for its offices for the transaction of its business in the I'rovince of Ontario, but the value of the real estate acquired for such purpose, shall not at any time exceed the sum of one hundred thousand dollars ; it may, from time to tii»e, lease, mortgage, sell or otherwise dispose of such real estate ; it may also, for the protection of its invest- ments, purchase and hold real estate mortgaged in its favor, but it shall sell, or otherwise dispose of, such real estate so acquired in payment, or for the protection of its claims, within seven yeai"s from the acquisition thereof ; meantime it may, from time to time, mortgage or lease the real estate so acquired atid held. ■ uia^vr wuting sary in il, from lall 1.0 for the deed, iraijc or lie cor- ial seal eiicf? IS |[uital)lc lui'poses Inment, 20 T'T7Trit';T7 i>ji 20O Cap, 21. I? ft urns by Tneorjtorated Ciympnnics. CHAP. XXI. 44 Vic. An Act respecting returns required from Incorporated Companies. Section. 1. No action for dcfeult in mnkin;; return to l)e brought afier receipt of return by proper officer ; proviso. 2. Limitation of amount of ))en;ilty. SlK'tioll. 3. When R. S. O., c. 150, s. 49, not to apply. 4. "Return' — meaning of. [Aftsented to Mh March, 1881.] HER MAJESTY, by and with the advice and conHent of the Legislative Assembly of the province of Ontario, enacts aa follows : — 1. No action bronght against any incorporated company which is required, or whose directors or otticers .are reijuired, to malce a return to the Government of Ontario, or to any officer or department thereof, or brought against any director or officer of such company, either under the provisions of the "Ontario Joint Stock Companies' Letters Patent Act,'' or under any other Act, for not duly making a return in accord- ance with the recpiirements of any such Act, or for any default in re- spect of the mode of dealing with such return shall be maintained if such action is or was commenced subsequent to the receipt by the proper officer or department of the said Government of the return, for the non-making of which, or with reference to which such action is brought, or subsequent to the recei])t by such officer or departiment of a return for a later year: Provided the return made is, except in respect of the time at which the same is made, in substantial compliance with the rejjuirements of the Act under which it is or was made as aforesaid, and i8int sucli company to exercise anv of the said offices in respect of any estate, or pci-son, under the autfiority of such court, or judge, or may grant to sudi company probate of any will in which sucli company is named an executor; but no company M'liich has issued, or has author- ity to issue, debentures shall be approved as aforesiiid. (2) Notwithstanding the provisions of the sixty-sixth section of the Chancery Act, ttr any provision of any other Act retpiiring that security, or security of any special chanicter, shall be taken, it shall not be re- (piisite for any court, or judge, appointing any such company approved as aforesjiid, or for any court granting probate to sucli company as executor, to require the said company to give any security for the due jHM'fonnance oi its duty as such executor, anministrator, trustee, receiver, assignee, guardian or connnittee. (3) The Lieutenant-Crovernor in Council may revoke the a})proval given under this section, and no court, or judge, after notice oi such revocation, shall appoint any such company to Ikj an administrator, trustee, receiver, assignee, guardian, or committee, unless sm-h company gives the like security for tlie due performance of its duty as would be required from a private person. (4) The liabiUty of the said company to |>erson8 interested in an estate held by the said company as executor, administrator, trustee, re- ceiver, assignee, guardian, or committee as aforesaid, shall be the same as if the sjiid estate had been held by any private pei-son in such capaci- ties respectively, and its powei's shall be tlie same. (5) The High Court, if it deems necessary, may from time to time appoint a suitable person to investigate the affairs and management of such company, who shall report thereon to such court, and regarding the security afforded to those by oi* for whom its engagements are held, and the expense of such investigations shall be deJFrayed by the said company ; or the court may, if it deems necessary, examine the officers or directors of the said company under oath as to tlie security aforesaid. (6) The Lieutenant-Governor may also from time to time, when he deems it expedient, appoint an inspector to examine the affairs of the said company, and report to him on the security afforded to those by and for whom its engagements are held as aforesaid ; and the expense of such investigation shall be borne by the said company. (7) Every court into which money is paid by parties, or is brought by order or judgment, may by order direct the same to be deposited with any such company that may agree to accept the same, and the company may pay any lawful rate of interest on such moneys as may be agreed upon, and when no special arrangement is made, interest shall l]^ allowed by the company at the rate of not less than three per cen- tum annually. 1882. Joint Stock Cofopanies. Cap. 17. 293 re- rought -^osited ind the nay be st shall er cen- (8) Every euch company Jiiay invest any trust moneys in its lumds in any secnrities in which private trustees may hy law invest tnist moneys, and may also invest sucli moneys (a) in the public stock funds or (4ov- eniment securities of any of tiie l*iovinc(!s of the Dominion, or in any flccurities guaranteed by the I'nited Kingdoni of (ircat I'ritain and Ireland, or hy the Dominion, or hy any of the said I'rovinces; {h) in the bonds or debentures of any nnm'"ipal corporation in any of the sjiid Provinces. J'rovided that such company shall not in any case invest the moneys of any trust in securities prohibited by the tnist, and shall not invest moneys intnisted to it by any court in a class of secui-ities disapproved of l)y the court. :{. The sixty -iifth and sixty-sixth sections of tiie .Joint ^.tockCom- j)anies' f.etters I'atentActshallappIytoanycompany which mayhave Iteen incorporated after the passing of thcsaid i\ct, or may be hereafter incorj)or- ated, for any purpose or object within the scope of the said Act, or within the scope of the said Acttassuch Act has been or may be hereafter amendeil, so long as the com[»any apj)lying for re-incorporation is at the time of its application a subsisting and valid corporation; and the said sections shall he construed as if the provisions of this section had been contained in the said Act at the time of the |)assing thereof. •i. Where any company has bcicn heretofore incorporated by a special Act, for ])uri)oses or objects within the scope of the oaid Joint Stock Compiinies' Letters Patent Act, then, in case a resolution authorizing an aj>[)lication to the Lieutenant-(TOvernor therefor is passed by a vote of not less than two-tliirds in value of the shai'eholders present, in per- son or by proxv, at a general meeting of the company, duly called for considering the subject of such resolution, the Lieutenant-Governor in Council may from time to time direct the issue of Letters Patent to the company embracing any or all of the following matters : (rt) Extending the powers of the company to any objects within the scope of the said Letters Patent Act, which the company may desire ; {b) Linuting or increasing the amount which the comi)any may boi'» row upon debentures or otherwise ; (c) Providing for the formation of a reserve fund; (d) V^arying any provision contained in the special Act, so long as the alteration is not contrary to the provisions of the said Letters I*atent Act; (e) Making i)rovision for any othei- matter or thing in respect of which provision might ' '■e been made had the company been incor- porated under the said l^etters Patent Act. ( 2) No power to execute the office of executor, administrator, trustee, receiver, assignee, guardian of a minor, or cf»nniiittee of a lunatic, shall be conferred under this section upon any company which has authority to issue debentures; and no company, incorporated mider the .loint Stock Companies' Letters Patent Act, with power to execute such office, shall issue aebcntures. Oi) The list and sunnnary recpnred by the forty-ninth section of the said Joint Stock Companies ix'ttcrs Patent Act shall hereafter be only I 294 Cap. 17. Joint Stock Companies. 45 Vic. rcfiuircd in duplicate, and one of tlie duplicate lists and fiumniaries shall be deposited with the, l^i'ovincial Secretary within the time by the said Beciion limited and the other shall bo kept posted in the manner required by the said Act. 9. The seventeenth, eijijhteenth, and nineteenth sections of the said tloint Stock Companies' J^etters I'atent Act, and the tii-st section of the Act piissed in the forty -fourth year of Jler Majesty's reign, intitiUcd " An Act to extend the powers of Companies incorporated under the Joint Sto<;k Companies' Letters I'atent Act," shall apply to every com- pany which has been heretofore incorporated by a 8j)ecial Act for pur- i loses or objects within the scope of tiie said Joint Stock Companies' LiCtters Patent Act. (2) Where aj)plication is made to the Lieutenant-Governor for the issue of Supplementary Letters Patent confirming a by-law increasing or decreasing the capital stock of the company, or subdividing the shares, and the capital of such com])any, or such capital aa increased, does not exceed three thousand dollars, the Lieutenant-Governor may dispense with the insertion in the Ontario Gazette of a notice of such application. SECOND rAUT. 0« The second part of this Act shall applv to every company and ass()ciatii>n whose incorporation and the affairs thereof, in the particulars hereinafter mentioned are under the authority of the Ix'gislature of Ontario, where the shareholders or members of the company are entitled to the profits of the business of such company. T. The expression " special resolution " shall have in such part the same meaning as it has in " The Joint Stock Companies' Windmg- up Act "' (1878). H, Where a company has passed a special resolution authorizing any of the acts hereinafter allowed, the directors and officers may act in accordance with the terms of such resolution, subject to the pro- visions of this Act. O. The company may by such resolution direct that proceedings be taken to distribute the proceeds of all the assets of the company amongst the shareholders after payment of the debts of the company, or that proceedings be taken to reduce the capital : (1) Either by paying off the shares of such persons as may elect to be paid oif at a rate fixed by such resolution, or to be determnied in accordance with a plan therein specified ; (2) Or by paying off a certain fixed proportion of all the shares. lO. The company shall thereupon give notice (Form A) of such resolution in the Ontario Gazette and in some newspapei- published in the city of Toronto, and in some other newspaper published where the chief place of business of the company in Ontjirio is situate, if any newspaper is published in such ])]ace. (2) Such notice shall also state that after some day to be therein named, and which shall not be earlier than three months from the first publication of such notice in the Gazette, the company will act upon such resolution. 1882. Joint Stock Coinpaniea. Cap. 17. 296 (3) Such notice shall aW) call upon all creditors of the company to tilo their claims against the company forthwith, whether such claims are or are not then due. (4) Where the company luw no ])lace of husiness in Ontario, or its chief place of husiness is in Tonmto, it will ho Hutlicient if the notice is puhliiined in the Gazette and in one Toronto newnpapcr. (5) The sjiid notice shall he puhliHlied in the Gazette and in each of the said newspapers (where puMication in more than one is required) at leant six times during the said period of three months, and in (ioiiiputing such six times no two publications shall he counted which occur in the same week. ll. ITpon the arrival of the day api)ointed, or so soon thereafter as conveniently may he, the oHieers of the 8.ud coinpany may act in accordance witli the terms of the said resolution: Providi'd (1) either that the company has no creditors, and a statement (Form W) \\\n)\\ the oath or solemn affirmation of the chief executive officer and of the treasurer of the comj)any stating their belief of this fact, is filed with the clerk of the county or district court of the >"<)unty or district where the chief office of the company is situated ; (2) or the consent of tlio company's creditors to the resolution being acted upon has been procured in writing, and a statement under oath or solemn affirmation of the said otfieei*s, containing the particulars set forth in Form C appended to this Act, is filed with the said clerk. 12« Provided always, that where any such company has befoi*e the })assing of this Act, at a general meeting of the shareholders thereof called and held as j)rescribed by section ten of chapter one hundred and sixty-four of the Revised Statutes of Ontario (with notice that the meeting was called for the purpose of considering the resolution herein- after mentioned), unanimously passed a resolution that proceedings should be taken for the reduction of the capital of the coinpany, by paying oft' a certain fixed proportion of all the shares, the officers of the company may (after the passing of this Act), act in accordance with the terms of such resolution, provided the company luis no creditors, and that (a statement im form 13, upon the oath or sofemri affirmation of the chief executive oli v and of the treasurer of the company, stating their belief of this fact, is filed with the clerk of the county or district court of the county or district where the chief office of the company is situate). 13. No officer of any such company shall make or authorize any payment by virtue of such resolution until one or other of the said statements has been filed as aforesaid, or without the consent of every creditor of the company, so long as to his knowledge any debt, whether the same is due or not, or any accrued habiiity of the company remains iinson, liirt cxecutoiv or adnnnistratoi's, may bi' rucpiired to cimtributc to that extent towards the payment of any 8n<'h debtH or liabilitieM after the other asHetH of the company have W'vn exhausted ; but no executor or adminiHtiittor Khali be held ho liable unless at the time he receives notice of the aHHCHHinent, he has in his hands assets applicable thereto or 8jd)sequently receives such assets. 1*1. No insurance or guarantee company, or other company caiTy- inj; on business t>f a like nature, shall pay off any part of it*i capital stock under this Act until every policy, and that every instrument havin«j the e^ect of a policy, given by such company hits expired, or been terminated, and, m the case of such a coninany, tliis fact shall lie stated in the statement (Form H or C) tiled asaioresaid. lO. Any conii)any or association of such a character that the mem- bers thereof are entitlee reduced in ac- cordance with the terms of such resolution, provided that such resolu- tion shall not in any wise affect the aii'ount still remaining payable upon the shares, but the same amount shall, except as to a double or other additional liability, continue to be payable in respect of every share as if sucli resolution had not been passed ; and in case by virtue of the char- ter or Act of incorporation ot such company or of any general or other Act affecting the same, a double, or other additional, liability is cast upon the shareholdens, the same pro[)ortional liability shall continue, that is to say, if the liability was a double liability, the shareholdere shall, as to new creditors, be liable for double the amount of the stock at its rcfluced value, and in like manner for any other proj)Oi-tion, but in respect of pei"sons who are creditors at the time of Mich reduction the liability of the shareholders shall continue as if such reduction had not taken ])lace. \H. Wlierever a reduetit)n is had under the preceding section am ticc thereof (Form D) shall be publishi'd at least once a week for six weeks jii the manner hereinbefore provided as to notice A. lO. Where any comjiany, acting under the provisions of this Act liiu* reduced its capital, everj' advertisement, circular, or other document thereafter issued by such company, or anv of its officers, containing a statement of the capital of the company snail state such capital at the amount to wliif h it has been reduced. 1882. Joint Stock drnipun ien. Va\\\ 17. 297 JOINT HT«)OK CKMKIKRY COMPANIM. sohi- U|)On other as if •bar- OtllCT cast itmue, oldfiv tock but net ion had 1 ST Act iment ling a at the ^ .' " •'■••I -• » |- atiitcH, in hereoy rt']K}uled, JO. Si'ctioii one of the Act rcrtju'cting ('eiiictcry ('oirntniiioH, chaj)- ter one hundred and Hevcnty of the Kevirtcd Sta Hud the follownij; psuhhtitutt'd therefor; (1.) Any nuinl»er of peixonH, not lesHthan t»'n, may form themselves into a company for the piii-jwiKc of eHtaltlishing one or more pnhlic eemeterics: I'rovided always that such cemetery or cemeteries be with- out the limits of any incorporated village, town, or city. 31. Section two of the said Act rtwpecting Cemetery Companies is amended by striking out the wor., Ill 2S^ Cap. 17. Joint Stock Companies. 45 Vic. a special resolution passed by tlie bliareholdors of the said companj, resolved to [set out the substance of the resolution]. The company will act upon the said resolution upon the day of next. All creditore of tiie company are hereby recjuired to file their claims against the company forthwith, whether such claims ai« or are not now due. A. B. Secretary. Date «Src. FORM B. [Sections 11, 12, and 15, First Method. I, A. B.y of the in the County of make oath and say [or solemnly affinn, as the cane 7nay require], 1. I am the [here insert title ofajfice] of the [name of company,] and I am the Chief Executive Officer of the said company, and, as such officer have tiie supervision and management of the business of the said company. 2. I verily believe the said company is not indebted to any person or persons, or to any company, association or corporation whatsoever, and I verily believe that no person, company, association or corporation has any right of action whatever against the said [name of company]. [In the case of insurance or guarantee companies, or other company carryiny on business of alike nature, the following paragraph is to be added :] 3. Every policy, and every instrument having the eficct of a policy, given by the said company has expired or been terminated. Sworn &c. N. B.— The statement by the Treasurer of the company will be identical with the above, except as to the paragraph setting forth the oMce held. FOllM^C. [Sections 11 and 15, Second Method.] I, C. D., of the in the County of make oath and say [or soleumly affirm, as tJie case may require], X. I am the [hJre insert titU of ojfice] of the [name qf campam/l^ 1882. Joint Stock Companies. Cap. 17. 299 and I am the Chiof Executive Officer of the said company, and, as Buch officer, have tlie management and snpervision of tue business of the said company. 2. I verily believe that the f?aid company is not indebted to any person or persons, or to any company, association, or corporation wliat- soever, except those whoso names appear in the schedule which is hereto annexed, and every such person, company and association lias con- 6>nted in writing, to the following resolution being acted upon, that is to say [here net out the resolutum]. 3. I verily believe that no person, company, association or corpor- ation, except such iis are named in the said schedule, has any right of action whatever against the said company. [In tlic case of insxcrance or guarantee companies, or other com- pany carrying on business of a like nature, the joUoming paragraph is to he added :] 4. Every policy, and every instrument having the effect of a policy, given by the said company, has expired or been terminated. Sworn tfec. N. B. — The, s-tat£ment hy the Treasurer of the company loill he identical with tlve above, except as to the paragi'aph setting ^orth the office held. FORM D. \Section 18.] Notice is here by given that the [name of compamj], has by a special resolution passed by the shareholders of the said company, reduced the capital of the company from $ to $ , and lias reduced the par value of each share of the said com])any from * '"* A.B., Secretary. Date &c. 300 Cap. 1. CcmadAwn, Pacific liaihoay. 44 Vic. CHAP. I. An Act respecting the Canadian Pacific Railway. Section. Preamble. Preference of Parliament for construction by a company. Oreater part still unconstructcd. Contract en tered into. 1. Contract approved. 2. Charter may be granted. Publication and effect of charter. 3. Certain grants of money and land may be made to the company chartered. Conversion of money grant authorized. 4. Certain materials may be admitted free of duty. 5. Company to have possession of complet ed portions. Conveyance thereof to company when the contract is jx'rform- ed. ' 6. Security may be taken for operation SCHEDULE. 1. Interpretation. 2. Security to bi- given l)y the company. 3. Eastern and central sections to be con- structed by company descril)cc .Standard of railway and provision in case of disagreement as to conformity to it. 4. Commencement and regular progress of the work ; period for completion. 5. As to portion made by Government. 6. (iovernment to construct portions now under contract within periods fixed by contract. 7. Completed railway to be property of company ; transfer of portions con structed by Ciovernment ; company to operate the railway forever. S. Company to equip portions transferred to them. 9. .Subsidy in money and land ; apportion ment of money; and of land ; when to be paid or granted ; oiUion of company to take terminable bonds ; provision as to materials for construction delivered by comp.iny in advance ; option of the company during a certain time to sul stitute payment of interest on certain bonds instead of issuing land grant bonds ; dep isit of proceeds of sale of such bonds; payments by conip.iny out of such deposits ; payment by delivery of bonds ; sinking fund ; alteration in apportionment of money grant in such case. 10. (jrant of land required for railway jnirposc; admission of certain materials free o' duty ; sale of certain material to com pany by Government. 11. Provision respecting land grant ; case of deficiency of land on line of railway provided for ; selection in such case with consent of Government. 12. As to Indian title. of railway between terminal lands for a ter- Beetion. 13. Local icm points. 14. Power to construct branches necessary for the same. 15. Restriction as to competing lines limited period. 16. Exemption from taxation in N. W. ritories. 17. Land-grant bond^ ; their nature and conditions of issue by the company ; deposit with Government ; for what purposes and on what conditions ; if the company make no default in ope- rating railway ; in case of such de- fault. 18. Provision if such bonds are sold faster than lands are earned by the com- pany and deposit on interest with Gov- ernment, and payments by (>overn- ment to company; lands to be granted subject to such bonds. 19. Company to pay expenses. 20. If land bonds are not issued one-fifth of land to be retained as security]; how to be disposed of; substitution of other securities. 21. Com)iany to be incorporated as by schedule A. 22. Railway Act to apply ; exceptions. SCHEDULE A. 1. Certain persons incorporated ; corporate name. 2. Capital stock and shares; paid up shares. 3. Substitution t)f company as contractors; an The Company sliall lay out, construct and equip the sjiid Eastern section, and the said Central section, of a uniform gauge of ■i feet 8^ inches ; and in order to establisfi an approximate standard whereby the quality and the character of the Railway and of the materials used in the construction thereof, and of the equipment thereof may be regulated, the Ii^nion Pacific Railway of the United States as the same was when fii-st constructed, is hereby selected and fixed as such standard. And if the Government and the Company should be unable to agree as to whether or not any work done or materials furnished under this contract are in fair conformity with such standard, or as to any other question of fact, excluding questions of law, the subject of disagreement shall be from time to time refeiTed to the determination of three referees, one of whom shall be chosen by the Government, one by the Company, and one by the two referees so chosen, and such referees shall decide as to the party by whom the expense of sxicli reference shall be defrayed. And if such two referees should be unable to agree upon a third referee, he shall be appointed at the instance of either pai-ty hereto, after notice to the otner, by the Chief Justice of the Supreme Court of Canada. And the decision of such referees, or of the majority of them, shall be final. 4. The work of construction shall be commenced at the eastern ext)-emity of the Eastern section not later than the first day of July 1881. Canadian Pacific Railway. Cap. 1. 305 kustern |f July next, and the work upon tlie Central section shall be commenced by the Company at sncli point towards the eastern end thereof on tlio portion of the line now under construction as shall be found convenient and as shall be approved by the Government, at a date not later than the Ist May next. And the work tipon the Eastern and Central sections, shall be vigorously and continuously carried on at such rate of annual progress on each section ivs shall enable the Company to complete and equip the same and each of them, in nmning order, on or before the first day of May, 1891, by which date the Company hereby agree to complete and equip the said sections in conformity with this contract unless prevented by the Act of (iod, tho Queen's enemies, intestine disturl)ances, epidemics, floods, or other causes beyond the control of the Company. And in ciise of the interruption or obstnxction of the work of construction from any of the said causes, the time fixed for the completion of the railway shall be extended for a corresponding period. 5. The Com])any shall pay to the (Tovernment the cost, according to the contract, of the portion of railway, 100 miles in length, extending from the city of Winnipeg westward, uj) to the time at which the work was taken out of the hands of the contractor and the expenses since incurred by the Government in the work of construction, but shall have the riglit to assume the said work at any time and complete the same, paying the cost of construction as aforesaid so far as the same shall then have been incurred by the Government. 6. Unless prevented by the Act of God, the Queen's enemies, intestine disturbances, epedimics, floods or other causes beyond the control of the Government, the Government shall cause to be completed the said Lake Superior section, by the dates fixed by the existing con- tracts for the construction thereof ; and shall also cause to be completed the portion of the said Western section now under contract, namely, from Kamloops to Yale, within the period fixed by the contracts there- for, namely, by the thirtieth day of June, 1885; and shall also cause to be completed, on or before the first day of May, 1891, the remaining portion of the said Western section, lying between Yale tmd Port Moody, which shall be constructed of equally good quality in every respect with the standard hereby created for the portion hereby con- tracted for. And the said Lake Superior section, and the portions of the said Western section now under contract, shall be completed as nearly as practicable according to the specifications and conditions of the contracts therefor, except in so far as the same have been modified by the Government prior to this contract. 7. The Kailway constructed under the terms hereof shall be the property of the Company : and pending the completion of the Eastern and Central sections, the Government shall transfer to the Company the possession and right to work and run the several po.'tions of the Canadian Pacific Railway already constructed or as the same shall be completed. And upon the completion of the Eastern and Central sections, the Government shall convey to the Company, with a suitable number of station buildings and with water service (but without equip- 21 306 Cap. 1. Canadian Pacific Railxoay. 44 Vic. f9 ?- ment), those portions of the Canadian Pacific Railway constmcted or to be constructed hy the Government which shall then be completed ; and upon completion of the remainder of the portion of railway to be ccnstnieted by the Government, that portion shall also bo conveyed to the Company, and the Canadian Pacific Kailway shall become and bo thereafter the absolute property of the Company. And the Company shall thereafter and forever elncicntly maintain, work and run the Canadian Pacific Uailway. 8, Upon the reception from the Government of the possession of each of the respective portions of the Canadian Pacific Railway, the Company shall eipiip the same in conformity with the standard herein established for the eciuipmeut of the sections hereby contracted for, and shall thereafter maintain and efficiently operate the same. 9, In consideration of the premises, the Government agree to grant to the Company a subsidy in money of ^25,000,000, and in land of 25,(tOO,000 acres, for which subsidies the constniction of the Cana- dian Pacific Railway shall be completed and the same shall be e(juipped, nuiintained, and operated, — the said subsidies respectively to be paid and granted as the work of construction shall proceed, in manner and upon the conditions following, that is to say : a. The said subsidy in money is hereby divided and appropriiited sa follows, namely : — CENTRAL SECTION. Assumed at 1,350 miles — ^ l8t —900 miles, at ^10,000 per mile $9,000,000 2nd.— 450 " 13,333 " 6,000,000 $15,000,000 EASTERN SECTION. Assumed at 650 miles, suljsidy equal to $15,384.61 per mile 10,000,000 $25,000,000 And the said subsidy in land is hereby divided and appropriated as follows, subject to the reserve hereinafter provided for : — * CENTRAL SECTION. Ist.- 900 miles at 12,500 acres per mile 11,250,000 2nd— 450 " " 16,666,66 " " .... 7,500,000 18,750,000 EASTERN SECTION. Assumed at 650 miles, subsidy equal to 9,6 1 6.35 acres per • mile 6,250,000 25,000,000 h. Upon the construction of any portion of the railway hereby con- tracted for, not less than 20 miles in length, and th' completion thereof so as to admit of the ninning of regular trains thereon, together with such equipment thereof as shall be required for the traftic thereon, the 1881. Canin])aiiy the nioiiov and land suhrtidicH a])pli<'al»ln tluTcto, accordini; t(» tlio division and appropriation thereof iriade as iicM'oiidiefore provided ; the (Jouipany having tlie option of reoeivinj^ in lien of easli, teniiinal)I(! l)on(lK of the (Joveninient, bearinjij such rate of int(M'est, for Kticli perioe delivered on or near the lino of the said railway, at a place satisfactory to the (iovernnient, steel rails and fastenin<:;s to he used in the construction of the railway, hut in advance of the ri' miles of railway, which ju'opoition shall corresixmd with the proportion of such rails and fastenings which have been used in the construction of such sections. d. Until the tii'st day of January, 1SS2, the Company shall have thd option, instead of issuing land grant honds as hereinafter provided, of substituting the payment hy the (Tovcrnment of the interest (or part of the interest) on l)onds of the Company mortgaging the railway and the lands to be granted by the Government, running over such term of years as may be approved by the Governor in Council, in lien of the cash subsidy hereby agreed to be granted to the Company or any part thereof ; such payments of interest to be equivalent according to act- uarial calculation to the corresponding cash payment, the Government allowing four per cent, interest oti moneys deposited with them ; and the coupons representing the interest on s\ich bonds shall be guaranteed by the Gcvernment to the extent of such ecpiivalent. And the pro- ceeds of the sale of such bonds to the extent of not more than |;2r),(>oO- 000: shall be deposited with the Govermnent, and the balance of such proceeds shall be placed elsewhere by the Company, to the satisfaction and under the exclusive control of the Government ; failing which last condition the bonds in excess of those sold shall remain in the hands of the Government. And from time to time as the work proceeds the Government shall pay over to the Company : firstly, out of the amount so to be placed by the Company, — and, after the expenditure of that amount, out of the amount deposited with the Government, — sums of money bearing the same proportion to the mileage cash sub- sidy hereby agreed upon, which the net proceeils of such sale (if the whole of such bonds are sold upon the issue thereof) or, if such bonds be n ot all then sold, the net proceeds of the issue, calculated at the rate at which the sale of part of them shall have been made, shall bear to the sum of 25,000,000. But if only a portion of the bond issue be sold, the amount earned by the Company according to. the proportion aforesaid, shall be paid to the Company, partly out of the bonds in the hands of the Government, and partly out of the cash deposited with 308 Cap. 1. Canadian Pacific Railway. 44 Vic. I''-' 'l\ the Government, in similar proportions to the amount of such bonds sold and remaining unsold respectively ; and the Company rthall receive the bonds so paid as cash at the rate at which the said partial sale thereof shall have been made. And the Government will receive and hold such sum of money towards the creation of a sinking fund for the redemption of such bonds, and upon such terms and conditions, as shall be agreed upon between the Government and the Company. e. If the Company avail themselves of the option granted by clause d, the sum of $2,000 per mile for the first eight hundred miles of the Central section shall be deducted ow rata from the amount payable to the Company in respect of the said eight hundred miles, and shall be appropriated to the remainder of the said Central section. 10. I n further consideration of the premises, the Government shall also grant to the Company the lands reut if such default should (jccur, the Government may thereafter require payment (»f interest on the bonds 80 held, and shall not i»e oltliijeil to continue to i):iy interest on the m(»iiey representing; bonds paid oil' ; and while the Government shall retain the right to hold the said portion of the said land grant b(>nds, other securities satisfactory to the (iovenuuent uuiy be substituted for them by the Company by agreement with the (government. IH. If the Company shall find it necessary or expedient to sell the remaining ^20,000 OUO of the land grant bonds or a larger jiortioii of one dollar for each acre of land then earned by the Company, they shall be allowed to do so, but the proceeds thereof, over and above the amount to which the Company shall be entitled as herein provided, shall l)e deposited with the Government. And the Government shall pay interest upon such dej)osit half-yearly, at the late of four j)er cent, per annum, and shall pay over the amount of such deposit to the Com- pany from time to time as the work proceeds, in the same proportions, and at the same tiuies and upon the same conditions as the land grant — that is to say ; the Company shall be entitled to receive from the Government out of the proceeds of the said land grant bonds, the same number of dollars as the number of acres of the land subsidy which shall then have been earned by tl 'iiii, less one fifth thereof, that is to say, if the bonds are sold at par, It it if they are sold at less than par, then a deduction shall be made therefrom corresponding to the discount at which such bonds are sold. And such land grant shall be conveyed to th' 1 by the Government, subject to the charge created as security for the said land grant bonds, and shall remain subject to such charge 1881. Canadian Pacijic. liaUroay. Cap. 1- 311 till relieved tliercof in bucIi manner iih hIiuII he provided fornt the time of the issue of sucli honds. >. The eonipany Hhall nay any expenses whieh shall be in(Mi Government in carrynn>; out the provisions of the last irred two by the Government in carrynu"; preceding clauses of this contract. 20. If the Company should not issue such land ^rant bonds, then the Government BJiall retain from out of each |j;rant to he made from time to time, every fifth section of the lands hereby agreed to bo grant- ed, such lands to be so retained as security for the i)urpo8e8, and for the length of time, mentioned in sectic i eighteen hereof. And such lands may be sold in such matmer and at such prices as shall be agreed nj)on between the (Tovernment and the (company, and in that case tiie t)rice thereof shall be pai the Company in the form hereto appended as Schedule A. 23. The Railway Act of 1879, in so far as the provisions of tlio same are applicable to the undertaking referred to iti this contract, and in ho far as they are not inconsistent with or contrary to the pro- visions of the Act of incorporation to be granted to the Company, snail ap])ly to the Canadian Pacific Railway. In witness whereof the parties hereto have executed these jiresentg at the City of Ottawa, this twenty-iirst day of October, 1880. (Signed) M <( U it U U C( CHARLES TUPPER, Minister of Railways and Canals. GEO. STEPHEN, DUNCAN McINTYRE, J. S. KENNEDY, R. B. ANGUS, J.J. HILL, Per pro. Geo. Stephen. MORTON, ROSEA Co. KOIIX, REINACII <^ Co., P.y P. Du P. (4renfell. Signed in presei\co of F. BRArN,\ and Seal of the Department I hereto affixed by Sir Charlks V TuppER, in presence of I (Signed) F. Braun./ Mi 312 Cap. 1. Canadian Paci/t<; Iiailway. SCHEDULE A, TlEFKlillED TO IN THE FOUEGOINCI CONTRACT. 44 Vic. INCOKI'OKATION. 1* George Stephen, of Montreal, in (Canada, Ewjniro ; Duncan Mclntyre, of Montreal, aforcBaid, Mercliaiit ; Jolm S. Kennedy, of New I'ork, in the State of New York, IJaidccr ; the linn of Morton, Rose and Company, of London, in England, Merehanta ; the linn of Kohu, Reinacli and Company, of Paris, in France, 1 'ankers ; Richard B. Anmis, and James J. llill, both of St. Paul, in the State of Minne- sota, Ese bufii- cient. And the Company Bhall call in, and cause to bo paid up, on or before the iJlat day of Dcconiber, 1882, the remainder oi the said first Bubfecription of five million dollars. 4. All the franchises and powers necessary or useful to the Com- pany to enable them to carry out, perform, enforce, use, and avail them- selves of, every condition, stipulation, obligation, duty, right, ic.nedy, privilege, and advantage agreed upon, contained or described in the said contract, are hereby conferred upon the Company. And the enact- ment of the special provisions hereinafter contained shall not be held to impair or (lerogato from the generality of the franchises and powers 80 hereby conferred upon them. DIRECrORl. 5. The said George Stephen, Duncan Mclntyrc, John S, Kennedy, Richard B. Angus, James J. Hill, Ilenrv Stafford Northcote, of London, afores-iid, E8(piire8, Pascoe du r. Grenfell, of London, aforesaid, Merchant, Charles Day Rose, of Lor 'on, aforesaid. Merchant, and Baron J. de Reinach, of I'aris, aforesaid, Hanker, are hereby constituted the first directors of the Company, with power to .add to their number, but so that the directors shall not in all exceed fifteen in nunioer ; and the majority of the di- rectors, of whom the President shall be one, shall be British subjcv^.j. And the Board of Directors so constituted shall have all the lowers hereby conferred upon tluj directors of the Company, and they shall hold ottice until the fii-st annual meeting of the shareholders of the Company. 6. Each of the directors of the Company, hereby appointed, or hereafter appointed or elected, shall hold at least two hundred and fifty shares of the stock of the Company. But the number of directors to be hereafter elected by the shareholders shall be such, not exceeding fifteen, as shall be fixed by by-law, and subject to the same conditions as the directors appointed by, or under the authority of, the last pre- ceding section ; the number thereof may be hereafter altered from time to time in like manner. The votes for their election shall be by bs;^'.ot. 7. A majority of the directors shall from a quorum of the board ; and until otherwise provided by by-law, directors may vote and act by proxy such proxy to be held by a director only ; but no director shall hold more than two proxies, and no meeting of directors shall be comjMJtent to transact business unless at least three directors are present thereat in pereon, the remaining number of directors required to form a quorum being represented by proxies. 8. The board of directors may apjioint from out of their number an ExeciJtive Committee, composed of at least • three directors, for the transaction of the ordinary busine&s of the Company, with such powers and duties as shall be fixed by the by-laws ; and the President snail be ex officio a member of such committee. 9. The chief place of business of the Company shall be at the City of Montreal, but the Company may, from time to time, by by- ^"ym i 814 Cap. 1. Ca/tiadian Pacific Railway. 44 Vic. 1 ■ law, appoint and fix other places within or beyond the limits of Canada at whicn the business of tlie Company may be transacted, and at which the directors or shareholders may meet, when called as shall be deter- mined by the by-laws. And the Company shall appoint and fix by by- law, at least one place in each Province or Territory through which the Railway shall pass, where service of i)roce88 may be made upon the Company, m respect of any cause of action arising within such Pro- vince or Territory, and may afterwards, from time to time, change such place l)y by-law. And a copy of any by-law fixing or changing any such place, duly authenticated as herein provided, shall be depos- ited by the Company in the office, at the seat of Government of the Province or Territory to which, such by-law shall apply, of the Clerk or Prothonotary of the highest, or one of tiie highest, courts of civil jurisdiction of such Province or Territory. And if any cause of action shall arise against the Company within any Province or Territory, and any writ or process be issued against the Company thereon out of any court in ^such Province or Territory, service of such process maybe validly made upon the Company at the place within such Province or Territory so api^ointed and fixed ; but if the Company fail to appoint and fix such place, or to deposit, as hereinbefore provided, the by-law made in tiiat behalf, any such process may lie validly served upon the Company, at any of the stations of the said Railway within such Pro- vince or Territory. SH AKEUOLDERS. 10. The first annual meeting of the shareholders of the Company, for the appointment of directoi's, shall be held on the second Wednes- day in May, one thousand eight hundred and eighty-two, at the princi- pal office of the Company, in Montreal ; and the annual general meet- • ing of shareholders, for the election of directors and the transaction of business generally, shall be held on the same day in each year thereaf- ter at the same place unless otherwise provided by the by-laws. And notice of each of such meetings shall be given by the publication thereof in the Canada Gazette for four weeks, and by such further means as shall, from time to time, be directed by the by-laws. 11. Special general meetings of the shareholders maybe convened in such manner' as shall be provided by the by-laws. And except as hereinafter provided, notice of such meetings shall be given in the same manner as notices of iumual general meetings, the purpose for which such meeting is called being mentioned in the notices thereof; ard, except as hereinafter provided, all such meetings shall be held at the chief place of business of the Company. 12. If at any time before the first annual meeting of the sharehold- ers of the Company, it should become exi)edient that a meeting of the directors of the COftipany, or a special general meeting of the share- holders of the Company, should be held, before such meeting can con- veniently be called, and notice thereof given in the manner provided by this Act, or by the by-laws, or before by-laws in that behalf have , been passed, and at a place other than at the chief place of business of the Company in Montreal before the enactment of a by-law authoriz- 1881. Ccmadian Pacific Railway. Cap. 1. 316 ing the liolding of sucli meeting elsewhere; it shall be lawful for the President or for any tliree eitiier of directors or of shareholder, or of both, to be held at the city of London in England, at times and places respectively, to be stated in the notices to l)e given of such meetings respectively. And notices of such meetings may be validly given by a circular mailed to the ordinary address of each director or sharehold- er as the case nuiy be, in time to enable him t() attend such meeting, stating in general terms the purpose of the intended meeting. And in the case of a meeting of shareholders, the proceedings of such meet- ing shall be held to be valid and sufficient, and to bo binding on the Company in all respects, if every shareholder of the Company be pre- sent thereat in person or by proxy, notwithstanding that notice of such meeting shall not have been given in manner recpiired by this Act. IJJ. No shareholder holding shares upon which any call is over due and unpaid shall vote at any meeting of shareholders. And un- less otherwise provided by the by-laws, the person holding the proxy of a shareholder shall be himself a shareliolder. • 14. No call upon unpaid shares shall be made for more that twenty per centum upon the amount thereof. KAILWAY AND TELEGKAPH UNE. 15. The Company may lay out, construct, acquire, equip, main- tnin and work a continous line of railway, of the gauge of four feet eight and one-half inches ; which railway shall extend from the ter- minus of the Canada Central Railway near ].iako Nipissing, known as Callander Station, to Port Moody in the Province of British Columbia; and also, a branch line of railway from some point on the main line of railway to Fort William on Thunder Bay ; and also the 'xisting branch line of railway from Selkirk in the Province of Manitooa to Pembina in the said Province ; and also other branches io be located by the Company from thne to time as provided by the said contract, — the said branches to be of the gauge aforesaid : and the said main line of railway, and the said branch lines of railway, shall be commenced and completed as provided by the said contract ; and together with such other branch lines as shall be hereafter constructed by the said Com- pany, and any extension of tl e said main line of railway that shall be liereafter bo constructed or accpiired l)y the Company, shall constitute the line of railway hereinafter called Tue Canadian Pacific Rail- way. lO. The Company may construct, maintain atid work a continous telegra})h line and telephone lines throughout and alon^ the .vhole line of the Canadian Pacific Railway, or any part thereof, and may also construct or ac(piire by purchase, lease or otherwise, any other line or lines of telegraph connecting with the line so to be constructed along the line of the said railway, and may undertake the transmission of messages for the public by any such line or lines of telegraph or tele- phone, and collect tolls for so doing ; or may lease such line or lines of telegraph or telephone, or any portion thereof; and, if they think pro- per to undertake the transmission of messages for hire, they shall be 316 Cap. 1. Canadian Pacific Railway, 44 Vic. subject to the provisions of the fourteenth, fifteenth and sixteenth sections of cliapter sixty-seveu of the Consolidated ' tatutesof Canada. And they may use any improvement that may hereafter be invented ( subject to the rights of patentees ) for telegraphing or telephoning, and any other means of communication that may be deemed expedient by the Company at any time hereafter. Powers. IT. "7%^ Consolidated Railway Act, 1879," in so far as the provisions of the same are applicable to the undertaking authorized by this chai*ter, and in so far as they are not inconsistent with or contraiy to the provisions hereof , and save and except as hereinafter provided, is hereby incorporated herewith 18. As respects tlie said railway, the seventh section of "The Consolidated Railway Act^ 1879," relating to Powers, and the eight section thereof relating to Plans and Surveys, shall be subject to the following provisions : — a. The Company shall have the right to take, use and hold the beach and land below high water mark, in any stream, lake, navigable water gulf or sea, in so far as the same shall be vested in the Crown and shall not be required by the Crown, to such extent as shall be required by the Company for its railway and other works, and as shall be exhibited by a map or plan thereof deposited in the office of the Minister of Railways. But the provisions of this snb-section shall not apply to any beach or land lying East of Lake Nipissing except with the approval of the Governor in Council. h. It shall be sufficient that the map or plan and book of refer- ence for any portion of the line of the railway not being within any district or county for which there is a Clerk of the peace, be deposited in the office of tiie Minister of Raihvays of Canada ; and any omission, mis-statement or erroneous diecription of any lands therein may be corrected by the Company, with the consent of the Minister and cer- tified by him ; and the Company may then make the railway in ac- cordance with such certified correction. c. The eleventh sub-section of the said eighth section of the Rail- way Act shall not apply to any portion of the railway passing over ungranted lands of the Crown, or lands not within any surveyed town- ship in any Province ; and in such places, deviations not exceeding five miles from the line shown on the map or plan as aforesaid, deposit- ed by the Company, shall be allowed, without any formal correction or certificate ; and any further deviation that may be found expedient may be authorized by the order of the (iroveruor in Council, and tl.e Company may then make their railway in accordance with such autlior- ized deviation. d. The map or plan and book of reference of any part of the main line of the Canadian Pacific Railway made and deposited in accordaTico with this section, after approval by the Governor in Council, and of any branch of such railway hereafter to be located by the said Company in respect of which the approval of the Governor in Council shall not be 1881. Canadicm Pacific Railway. Cap. 1. 317 necessary, shall avail as if made and deposited as required by the said '•^ Consolidated Railway Act, 1879," for all the purposes of the said Act, and of this Act ; and any copy of, or extract therefrom, certified by the said Minister or his deputy, shall be received as evidence in any court of law in Canada. e. It shall be sufficient that a map or profile of any part of the completed railway, which shall not lie within any county or district having a registry office, be filed in the office of the Minister of Hallways. 19. It shall be lawful for the Company to take from any public lands adjacent to or near the line of the said railway, all stone, tmiber, gravel and other materials which may be necessary or useful for the construction of the railway ; and also to lay out and appropriate to the use of the Company, a greater extent of lands, whether public or pri- vate, for stations, depots, workshops, buildings, side-tracks, wharves, harboui-s and roadway, and for establishing screens against snow, than the breadth and quantity mentioned in " The Consolidated Railway Act, 1879," — such greater extent taken, in any case being allowed by the Government, and shown on the maps or plans deposited with the Minister of Railways. J80. The limit" to the reduction of tolls by the Parliament of Canada provided for by the eleventh sub-section oi the 17th section of " The Consolidated Uailway Act, 1879," respecting tolls, is hereby extended, so that such reduction may be to such an extent that sucn tolls when reduced shall not produce less than ten per cent, per annum profit on the capital actually expended in the construction of the rail- way, instead oi not less than fifteen per cent, per annum profit, as provided by the said sub-section ; and so also that such reduction shall not be made unless the net income of the Company, ascertained as des- cribed in said sub-section, shall have exceeded ten per cent, per annum instead of fifteen per cent, per annum as provided by the said sub-sec- tion. And the exercise by the Governor in Council of the power of reducing the tolls of the Company as provided by the tenth sub-section of said section seventeen is hereby limited to the same extent with relation to the profit of the Company, and to its net revenue, as that to which the power of Parliament to reduce tolls is limited by said sub- section eleven as hereby amended. 21. The first and second sub-sections of section twenty two of "TA« Consolidated Railway Act, 1879," shall not apply to the Canadian Pacific Railway Company ; and it is hereby enacted that the transfer of shares in the undertakmg shall be made only upon the books of the Company in person or by attorney, and shall not be valid unless so made ; and the form and mode of transfer shall be such as shall be, from time to time, regulated by the by-laws of the Company. And the funds of the Company shall not be used in any advance upon the security of any of tne shares or stock of the Company. 22. The third and fourth sub-sections of said section twenty-two of " The Consolidated Railway Act, 1879," shall be subject to the follo\7ing provisions, namely, — that if before the completion of the railway ana works under the said contract, any transfer should purport \ ^ ■.'$ 318 Cap. 1. Canadian Pacific Railioay. 44. Vic. t to be made of any stock or share in the Company, or any transmission of any sliare should he effected under the provisions of said sub-section four, to a person not ah'eady a shareholder in the Company, and if in the opinion of the Board it shoxdd not be expedient that the person (not being already a shareholder) to whom such transfer or transmission shall be made or effected should be accepted as a shareholder, the Directors may by resolution veto such transfer or transmission ; and thereafter, and until after the completion of the said railway and works under the said contract, such person sliall not be, or be recognized as a share- holder in the Company ; and the original shareholder, or his estate, as the case may be, shall remain subject to all the obligations of a share- holder in the Com])any, with all the rights conferred upon a shareholder under this Act. lint any firm holding paid-up shares in the Comi^any may transfer the whole or any of sucJi shares to any partner in such firm having already an interest as such partner in such shares, without being subject to such veto. And in tlie event of such veto being exercised, a note shall be taken of the transfer or transmission so voted in order that it may be recorded in the books of the Company after the completion of the Railway and works as aforesaid ; but until such completion, the transfer or transmission so vetoed shall not confer any rights, nor have any effect of any nature or kind whatever as res])ects the Company. 23. Sub-section sixteen of section nineteen, relating toPRESinENT AND DiRKOTOES, THEIR P:LECTI0N AND DUTIES ; Bub-SCCtion tWO of SCCtioU twenty-four, relating to By-laws Notices &c., subsections five and six of section twenty-eight, relating to General Provisions, and section ninety-seven, relating to Railway Fdnd, of '•''The Consoli- dated Railway Act, 1879," shall not, nor shall any of them apply to the Canadian Pacific Railway or to the Company hereby incorporated. 24. The said Company shall afford all reasonable facilities to the Ontario Pacific Junction Railway Company, when their railway shall be completed to a point of junction with the Canada Pacific Railway ; and to the Canada Central Railway Company, for the receiving for- warding and delivering of traffic upon and from the railways of the said Companies, respectively, and for the return of carriages, trucks and other vehicles ; and no one of the said Companies shall give or con- tinue any preference or advantage to, or in fa\'our of either of the others, or of any particular description of traffic, in any respect whatso- ever ; nor shall any one of the said Companies subject any other there- of, or any particular description of tratfic, to any prejudice or disad- vantage in any respect whatsoever ; and any one of the said Companies which shall have any termimis or station near any terminus or station of either of the others, shall afford all reasonable facilities for receiving and forwarding all the traffic arriving by either of the others, without any unreasonable delay, and without preference or advantage, or pre- judice or disadvantage, and so that no obstruction inaj' be offered in the using of such railway as a continuous line of communication, and so that all reasonable accommodation may, at all times, by the means afore- said, bo mutually afforded by and to the said several railway companies; and the said Canadian Pacific Railway Company bliall receive and ir 1881. Canadian Pacific liailioay. Cap. 1. 319 carry all freight and passing traffic sliippcd to or from any point on the railway of cither of the said above named railway companies pas- sing over the Canada Pacific Railway or any part thereof, at the same mileage rate and subject to the same charges for similar services, with- out granting or allowing any preference or advantage to the traffic commg from or going upon one of such railways over such traffic com- ing from or going upon the other of them, reserving, however, to the said Canadian Pacific Railway Company the right of making special rates for purchasers of land, or for immigrants; or intending immigr.ints which special rates shall not govern or affect the rates of passenger traffic as between the said Company and the said two aboved named Companies or either of them. Arid any agreement made between any two of the said companies contrary to the foregoing provisions, shall be unlawful, null and void. 25. The Company under the authority of a special general meet- ing of the shareholders thereof, and as an extension of the railway here- by authorized to l. If any bond issue be made by the Company under the last preceding section before the said railway is completed according to the said contract, a proportion of the proceeds of such bonds, or a proportion of such bords if they be not sold, corresponding to the proportion of the work contracted for then remaining incomplete, shall be received by the Government, and shall be held, dealt with and, from time to time, paid over by the Government to the Company upon the same conditions, in the same manner and according to the same proportions as the proceeds of the bonds, the issue of which is contemplated by sub- section d. of Clause 9 of the said contract, and by the thirty-first section hereof. 30> The Company may also issue mortgage bonds to the extent of twenty five million dollars upon the lands granted in aid of the said railway and of the midertaking authorized by this Act ; such issue to be made only upon similar authority to that required by this Act for the issue of bonds ui)on the railway ; and when so made such bonds shall constitute a first mortgage u])on such lands, and shall attach upon them when they shall be granted, if they are not actually granted at the time of the is:^ue ol: such bonds. And such inortgagcs may be evi- dence by a deed or deeds of mortgug ; to be qxecuted under like autho- rity to the deed of securing the issue of bonds on the railway : and SI -h deed or deeds under like authoril y may contain similar conditions and may confer upon the trustee or trustees named thereunder and upon the holders of the Innids secured thereby, remedies, authority, powei- and privileges and may provide for forfeitures and penalties, 22 H ( ,.! ',: II \li i H ' • ■; > '! 322 Clip. 1. Canadian Pacip'c liailway. U Vic. t- ' similar to those wliicli may ho iiiHorted and provided for under the prnvisiotis of thin Act in any deed securing the issue of bonds on the railway, together with .such other provisions and eonditions not incou- sisiont with law or with this Act as shall be so authorized. And hucIi bonds may be styled Land 'irant I'onds, and they and the proceeds thereof shall be dealt with in the manner provided in the said con- tract. 31. The Company may in the place and stead of the said land grant bonds, issue bonds under the t\vent-eie gi veij in the "Officiiil Ga/ette" jf a Province, may be given in the Canmn Gazette. 41* Deeds and conveyances of land to the Company for the pur poses of this Act, (not lieing letters patent from the Crown) may, in so far as circumstances will admit, be in the form following, that is to Bay : — "Know all men by these presents, that I. A. ]^., in consideration of paid to me by the Canadian Pacific Railway Company, the receipt whereof is hereby acknowledged, grant, bargain, sell and convey unto the said The Canadian Pacific Railway Company, their suc- cessors and assigns, all that tract or parcel o1 land OlescHhe the land) to have and to bold the said land and premises unto the said Company, their successors and assigns for ever. "Witness my liand and seal, this one thousand eight hundred and " Signed, sealed and delivered ) . „ in presence of ) ' * " C. D. " E. F." or in any other form to the like effect. And every deed made in ac- cordance herewith shall be held and constructed to impose upon the vendor executing the same tlie obligation of guaranteeing the Company and its assigns against all dower and claim for djwer and against all hypothecs .md mortgages and against all liens and charges whatsoever and also that he has a good, valid and transferable title thereto. day of [L.S.] 1882 Repccd of Duties on PromUsory Notes. Cap. 1. 225 REPEAL OF DUTIB:S ON PROMISSORY NOTES. 46 Victoria, Chapter 1. An Act to repeal the duty on Promissory Notes, Drafts and Bills of Exchange. Hvetlon. I'reamblc. I. Duty rciicnled after 4th March, 1882. I'rovisu : as to rights acquirc'l ami Suction. [I I things (lone before the said repeal, and for rt'deinption of unused stamps. [Asaentcd to Hf.) If it calls a meeting of its creditors for the purpose of com- poundiiiir with them ; (o.) if it exhibits a statement shewing its inability to meet its lia- bilities ; {d.) If it has otherwise acknowlcged its insolvency ; ie.) If it assigns, removes or disposes of, or is about or attomps to assign, removes or dispose of, any of its property with intent to defraud, defeat, or delay its creditors, or any of them ; (/.) If, with such intent, it has [»rocured its money, goods, chat- tels, land or property to be seized, levied on or taken under or by any process or execution. {(J.) If it has made any general conveyance or assigmruMit of its property for the benefit of its creditors, or if, being unable to nu)et its iiai)ilitie3 in full, it makes any sale of conveyance of the whole or the main ])art of its stock in trade or assets, ithout the consent of its creditors, or without satisfying their claims; (h.\ If it permits any execution issued against it, under which any of its cnattels, land or property are seized, levied upon or taken in ex- ecution, to remain unsatisfied till within four days of the time fixed by the sheriif or otKcer for the sale thereof, or for ififteon days after such seizure. lO. A company is deemed to be unable to pay its debts as they l)ecome due — (a.) Whenever a creditor by assignment or otherwise, to whom the company is indebted in a sum exceeding two hundred dollars then due has served on the company, in the manner in which process may legally be served on it in the place where the service is made, a demand in writing re(piiring the compar.y to pay the sum so due, aiul the com- |»auy has for the space of tiine hereinafter mentioned neglected to l)ay such sum, or to secure or comi)ound for the saine to the satisfaction of the creditor. « • 330 Cap. 23. Insurwi, ze Comjpaniea, etc., etc. 45 Yic. 11. The space of time al)ove referred to it as follows : — In the case of a Bank, ninety days; in all other casis, sixty days next suc- ceeding? the service of the demand. 12. The winding up of the business of a company is deemed to connnence at the time of the service of the notice of presentation of tlie petition for winding up. I'ROCKKniNGS FOR WINPINO Ul' OKDEK. 13. When a company becomes insolvent a creditor for the sum of two hundred dollars may, aftei" four days notice of the application to the company, apply by petition to the court in the Province where the head office oi the company is situated, or if they be no head office in Canada then in the Province where its chief place or one of its chief places of business is situated, for an order that the business of the com- pany be wound up. Such order is hereinafter called a " winding up order." 14. The court may make the order applied for, may disnn'ss the petition with or without costs, may adjourn the hearing conditionally or unconditionally, or make any interim or other order that it deems just. 1»5. If the company opposes the application on the ground that it lias not become insolvent within the meaning of this Act, or that its suspension or default was only temporary, and was i.ot caused by any dehciencv in its assets, and shows reasonable cause for believing that such opposition is well founded, the court, in its discretion, may, from time to time, adjourn the proceedings upon such application for a time not exceediug six months, from the time of the application : and may order an accountant, or other person to enquire into the aifairs of the compan}' and to re))ort thereon within a period not exceeding thirty days from the date of such order. lO. Upon the service of such order it is the duty of the company, and of the president, directors, managei's, officers and employees there- of, and of every, other person having possession or knowledge of any asset, book or record thereof, to exhibit to the accountant or other person so named as aforesaid, the books of account of the company, together with all inventories, papers and vouchers referring to the business of the company, or of any pereon therewith ; and generally to give all such information as may be re(|uired by such accountant or other pei'son as aforesaid, in order to form a just estimate of the affairs of the company and any refusal vn the part of the president, directors, managers or employees of the company to give such information, is a contempt of the court, and is punishable by fine or imprisonment, or by both, at the discretion of the court. 17. Upon receiving the report of the person ordered to enquire into the aifairs of the company, and after hearing such persons, being shareholders or creditors of the com])any as may desire to be heard thereon, the court may either refuse tlie application or make the wind- ing up order. 15. The court may at any time after the presentation of a peti- I 1 1882. Insurance Comjya/tiies, etc., etc. Cap, 23. 331 tion for a winding up order and before making the order, upon the api)lication of the company, or of any creditor or coiitiiliutory, restrain further proceedings in any action, suit or proceeding against the com- upon such terms as the Court thinks lit. PROCEEDINGS AFrER WINDLXa LP ORDKR. \9. The company, from the making of tlie winding up order must cease to carry on its business, except in so far as may, in the opinion of the liquidator, be rerpiired for the beneficial wincling up thereof. Any transfers of shares, except transfers made to or with the sanction ©f the liquidators, under the unthority of the court, or any alteration in the status of tbe members of the company, after tJie com- mencement of such winding up, are void, but the corporate state and all the corporate powers of the company, notwithstanding it may be other- wise provided l)y tlie Act, charter or instrument of incorporation, con- tinue until the affairs of the c(jmpany are wound up. 20. When the winding up order is made, no suit, action or other proceeding shall be ))r(>r'oede(l with or commenced against thecompanv exce})t wi^h leave of i 3 court and subject to such terms as the court may impose. SI. Any attachment, seqnesa-ation, distress or execution put in force Jigainst the estate or effects of the comj)any after the making of the winding up order is void. 213. The court may, at any time after the wir.ding up order is made, upon the application ot any ci'editor or contributory, and uj)on proof to the satisfaction of the court, that all proceedings in relation to the winding up ought to be stayed, make an order staying the same, either altogether or for a limited time, on such terms and subject to such conditions as it deems tit. 33. The court may, as to it may seem just, as to all mattci-s re- lating to the winding up, have regard to the M'ishes of the creiHtors, contributories, shareholders or members, as proved to it by any sufficient evidence, and may, if it tliinks it exjiedient, direct meetings of the creditors, contributories, shareholders or members to be summoned, held and conducted in such manner as the court directs, for the purpose of ascertaining their wishes, and may appoint a person to act as chair- man of any such meeting, and to report the result of such meeting to the court ; in the case of creditors, regard is to be had to the amount of debt due to each creditor, and in the case of shareholders or members to the number of votes conferred on each shareholder or member by the law or regulations of the company. The court may prescribe the mode of preliminary proof of creditors' claims for the purjwse of the meeting. LIQUIDATORS. 24. The winding up order must appoint a li(piidator or more than one litpiidator of the estate and effects of the company ; but no such liquidators shall be appointed unless a previous notice be given to the creditors, contributories, shareholders or membei's in the manner and form prescribed by the court. 1 1 332 Cup. 23. Insurance Companies^ etc., etc. 45 Yic. 3JS. An incorporated company rasiy be appointed licpiidator to the goods and effects ot a company imuer tliis Act ; and in case an incorpo- rated company is so appointed, it msiy act through one or more of its principal officers to be appointed by tlie court. 26. The court may, if it tliinks fit after the appointment of one or more liqnidators, appoint additional licpiidators. 27. If more than one licpiidator be appointed, the court may de- clare whether any act to be done by a liquidator, is to be done by all or any one or more of the liquidators. 2S. The court may also determine what security is to be given by a liquidator on his appointment. 20. If at any time there be no liquidator, all the property of the company shall be deemed to be in the custody of the court. 30. The court may, at any time after the jircsentation of tlie pe- tition and before the first appointment of a liijuidator, ap])oint provis- ionally a liRIES. the '.4$. As soon as may be after the winding up of a company, court shall settle a list of contrilmtories. 47. The list of contributories is to distinguish between persons who are contributories in their own right and persons who are contribu- tories as being representatives of or being liable for the debts of others ; it is not necessary, where the ])ersonal representative of any deceased contributory, is placed on the list to add the heirs or devisees of such contributory, nevertheless such heire or devisees may be added as and when the court thinks fit. 4S. Every shareholder or member of the company or his repre- sentative is liable to contribute the amount unpaid on his shares of the 1882. Insurance Comj)a}i{cn, etc., eic. Cap, 23. 335 capital, or on his li;il)ility to tlio company or to its uicmberaorcrcditors, as the case may be, under tlio Act, charter or instrument of ineorponition of the company or otherwise ; and tlie amount wliich lie is liable to contribute is deemed an asset of the comi)any, and is a debt due to the company payaljle as may be directed or appcjinted under this Act. 40. Where a shareholder has transferred his shares under circum- stances wliich do not by law free him from liability in respect thereof, or where he is l»y law liable to the company or its membei's or creditors, as tlie case may be, to an amount beyond the amount unpaid on his shares, lie is deemed a mend)er of the company for the purposes of this Act, and is liable to contribute as aforesaid to the extent of his liabilit'fs to the company or its members or creditors independently of this Act, and the amount which he is so liable to contribute is deemed an asset and a debt as aforesaid. 50. Tlie liability of any person to contribute to tlic assets of a company under this Act, in the event of tlie business of same being wound up, creates a debt accruing due from such person at the time when his liability commcTiced, bu*" payable at the time or respective times when calls are made as hereinafter mentioned for enforcing snch liability ; in the case of bankruptcy or insolvency of any contributory, the estimated valne of his lial)ilityto future calls, as well as calls already made, may be proved against his estate. I'rovided, however, that no call is to compel payment of a debt before the maturity thereof. 51. The coui't may, at any time after making a winding up order, re(piire any contributory for the time being settled on the list o' con- tributories as trustee, receiver, banker or agent or officer of the company, to pay, deliver, convey, sun-ender or transfer forthwith, or within such time as the court directs, to or into the hands of the li(piidator, an;; sum or l)a lance, books, papers, estate or eifects which happen to be in his hands for the time being, and to which the company is prima facie entitled. 53. The court may, at any time after making a winding up order, make an order on any contributory for the time being settled on the list ot contributories, directing payment to be made, in manner in the said order mentioned, of any moneys due from him, or from the estate of the person whom he represents to the company exclusive of any money which he or the estate of the |)erson whom he represents may be liable to contribute by virtue of any call made or to be made in pursuance of this Act. 53. The court may, at any time after making a winding up order, and either before or after it has ascertained the sufficiency of the assets of the company, make calls on and order payment thereof by all or any of the contributories for the time being settled on the list of contributories, to the extent of their liability, for payment of all or any sums it deems necessary to satisfy the debts and liabilities of the com- pany, and the costs, charges, and expenses of winding up, and for the adjustment of the rights of the contril)utories amongst themselves, and it may, in making a call, take into consideration the probability that Ff 330 Ciij). 23. Insurance Companies, etc., etc. 45 Ym. >: 5! Bomo of tlio coiitributorioH upon whom tlic same is made may partly or wholly fail to pay their rewpective portions of the same. Provided, liowever, that no call is to compel jiayment of a debt before the maturity tliereof ; Provided also tiiat Hie extent of the liability of any contributory is not to be increased by anything in tliis section contained. 54. The court may order any contributory, purchaser, or other person from whom money is due to the company to pay the same into some chartered bank or I'ost Office Savings Bank or other Government Savings Bank, to the account of the court instead of to the liciuidator, and such order may be enforced in the same manner as if it had directed payment to thej liquidator. 55. The court is to adjust the rights of the contributories among themselves, and distribute any surplus that uuiy remain among the parties entitled thereto. 56. The court may, at anytime before or after it has ma. 23, Innvrancc Coinj'nnics^ etc., do. 45 V IP. ■i 'I,.- ill .1. . ;;-,;; .;ij II liablo tlioreoii as beinj;^ liin sociirity for tlio payiiu'iit tliercof ; but after tln! inaturity of such lial)ility and its uou-paynicnt lio is entitled to Hinc'ud and re-value his elaini. Oil. Tf the socunty eonsistfl of a niort/jfa^o upon sliips or Hhipping or n|)on real estate or ot' a re<;ist('re(l jud^^iiieTit lundini; real estate and excepted from the operation of section sixty-nine of this Aet, the pro- perty !nortj;a<;ed or hound can only he aH8i|;nerevi()ns iiiortifaj^'cs, judjj;inents, hypotliecs and liens thereon, Loldin/j; laiik and [jriority hefore his claim, and upon Ids Rssnmin«:; and hindinjf himself to pay all such previous niort^ges, judg- ments, hypothecs and liens, and upon his securing the estate oi the coin|)any to the satisfaction of the li(pM'dator against any claim by reason of such previous mortgages, judgments, hypothecs and liens; and if there be mortgages, judgnuMits, hypothecs and liens thereon, 8ul)se(pient t(t those of such creditor, he can only obtain the property by consent of thi.' subse(pieiitly secuivd creditors; or upon their filing their claims specifying tlu^ir security thereon as of no value, or upon his paying tlicm the valu(! l»y them jilaced thereon ; or upon his securing the estate of the comi)any to the satisraction of the liquidator against any claim by reason of such s'abse(|uent moi'tgages, judgments, hypothecs and liens. <»7. Tpon a secured claim being filed, with a valuation of the pecurity, it is the duty ()f the li(|uitlator to jn'ocure the authority of the court t()C(tns(Mit to the retention of the security by. the creditor, or to re(piire from him an assignment and delivery thereof. OS. In the preparation of the dividend sheet due regard must bo had to the rank smd privilege of every creditor, Init no dividend can be allotted or paid to any creditor holding security iipon the estate of tlie company for his claim, until the amount for winch he can rank as a creditor upon the estate as to dividends therefrom, be established as herein provided. , ^ 60. Xo iien or privilege ui)on either the personal or real estate of the company is created for the amount of any judgment debt, or of the interest thereon, by the issue or delivery to the sheriif of any writ of execution, or by levying upon or seizing under such writ the effects or estate of the company ; nor is any lien, claim or privilege, created upon the pei-sonal or real estate of the company, or upon any debts due or accruing or becoming due to the company by the filing or registeiing of any memorial or minute of judgment, or by the issue or nuvking of any attachment or gai'uishee oi'der or other process or proceeding. wliether^such writ, memorial minute, levy, seizure, attachment, garnishee 'ler process of proceeding Ik; before or after the passing of this Act, if before the payment over to order or other process of proceeding has been or be issued or made the plaintiff of the moneys actually levied, paid or received under such writ, memorial, minute, attachment, garnishee order or other process or ])rocceding, the winding up of the business of the company has com- menced ; but this section does not affect any lien, or privilege for costs, which the plaintiff possesses under the law of the Province in whicli such writ, attachment garnishee order or other process or proceeding 1882. IitKiimnce Companies, fitc, etc. Cnp. 23. 339 may have been issued ; nor ho far as rcjiards real cHtato of the coiiipany does it aflec't judgments registered at least thirty (hiys before the passing of this Aet, in any i)rovince where the registration of judg- luont creates a lien. TO. Any creditor or contributory or shareholder or member niav object to any claim liled with the licjiiidator ortoany dividend declared. If a claim or a dividend bo objected to, tho objections must be lilod in writing with the li(juidatt>r, together with evidence of tho pre- vious service of a (!oi)y thereof on the claimant. The claimant has six days to answer the oojections or such future time as tiie court may allow. Tho contestant lias three days to rej)ly or such further time as the court may allow. Upon the completion of the issues up(»n the objections the liciuidator must transmit to the court all necessary pa- pers relatii\g to the contestation. The court must then, on the appli- cation of either party, iix a day for taking evidence uj)on the contest- ation and hearing and determining the same. The court may make such order as may seem proper as to the paynujiit of the costs (»f tho contestation by either party or out of the estate of tho company. If, after a claim or dividend has been duly objected to, claiment (U>es not answer the objections, the court may, on the application of the contcst- aut, make an order barring the claim or correcting the dividend, or may make such other order in reference thereto as may appear right. The court may, slumld the interests of justice seem to re([uire it, order the person objecting to a claim of dividend to give security for the costs of the contestation within a limited ti:iie, and may, in default, dis- miss the contestation or stay proceedings thereon upon such terms as tho court may think just. FRAUDULENT I'REFKKKNCES. 7*1. All fratuitous contracts or conveyances or contracts without consideration or with a merely nominal consideration respecting either real or personal estate made by a company with respect to whose busi- ness a winding up order under this Act is afterwards made, with or to any person whatsoever, whether such person be its creditor or not, with- in three months next preceding the commencement of the winding up or at any time afterwards — and all contracts by which creditors are in- jured, obstructed or delayed, made by a company unable to meet its en- gagements and with respect to whose business a winding up order under this Act is afterwards made, with a jjorson knowing such inability or having probable cause for believing such inabiUt3' to exist or after such inability is public and notorious wiiether such persons be its creditor or not, — are presumed to be made with intent to defraud its creditors. T2. A contract or a conveyance for a consideration, respecting either real or personal estate, by which creditors are injured or obstruct- ed, made bv a company unable to meet its engagements with a person ignorant oi such inability, whether such person be its creditor or not, and before such inability has become public and notorious, but within thirty days next before the commencement of tho winding up of the business of such company, under this Act, or at any time afterwards, i s y i. . ! ■ 340 Cap. 23. Insurance Companies, etc., etc. 45 Vic. ill , • :!' m voidable, and may be set aside by any court of competent jurisdiction, upon such terms as to the protection of sucli pei'sons from actual loss or liability by reason of such contract, as the court may order. •73. All contracts, or conveyances made and acts done by a com- pany respecting either real or personal estate, with intent fraudulently to impede, obstruct or delay its creditors in their remedies against it, or with intent to defraud its creditors, oi' any of them, and so made, done and intended with the kiiowledge of the person contracting or acting with the company, whether such person be its creditor or not, and which have the effect of impeding, obstructing, or delaying the creditors of their remedies, or of injuring them or any of them, are prohibited and are null and void. 74. If any sale, deposit, pledge or transfer be made of any pro- perty real or personal by a company in contemplation of insolvency under this Act, by way of security for payment to any creditor ; or if any property real or personal, movable or immovable, goods, effects, or valuable security, be given by way of payment by such compan}- to any creditor whereby such creditor obtains oi' will obtain an unjust prefer- ence over the other creditors, such sale, deposit, pledge, transfer or pay- ment is null and void ; and the subject thereot may be recovered back for the benefit of the estate by the^liquidator, in any court of compet- ent jurisdiction ; and if the same be made within thirty days next be- fore the commencement of the winding up under this Act, or at any time afterwards, it is presumed to have been so made in contemplation of insolvency. 75. Every payment made within thirty days next before the commencement of the winding up under this Act by a company unable to meet its engagements in full, to a person knowing such inability, or having probable cause for believing the same to exist, is void, and the amount paid may be recovered back by the liquidator by suit in any court of competent jurisdiction : Provided always, that if any valuable security be given up in consideration of sucii payment, such security or the value thereof, must be restored to the creditor upon the return of such payment. 76. When a debt due or owing by the company, has been trans- feiTcd within the time and under the circumstances in the next preced- ing section mentioned, or at any time afterwards to a contributory who knows or has probable cause for believing the company to be unable to meet its engagements or in contemplation of its insolvency under this Act, for the pui-pose of enabling such contributory to set up by way of compensation or set off the debt so transferred, such debt cannot be set up by way of compensation or set off against the claim upon such con- tributor}'. , 77« The powers conferred by this Act upon the court may, subject to the appeal hereinafter provided for, be exercised by a single judge thereof, and such powers may be exercised in chambers either during term or in vacation. 2. In the Province of Ontario such pow^ers may, subject to an 1882. Irmurance Compcmies, etc., etc. Cap. 23. 341 appeal to a judge, according to the ordinary practice, be exercised by the master, referee or other officer wlio under the practice or procedure of tlie court, presides in chambers. Sucli master, referee or other officer may refer to a judge any application or matter pending before him. APPEAL. T8» A person dissatisfied with an order or decision of the court in any proceeding under this Act may, by leave of a judge of the court, appeal therefrom as follows : — In Ontario to the Court of Appeal ; • In Quebec to the Court of Queen's Bench ; In the other provinces, to the fnll court. Provided that, in the question to be decided on the appeal, future riglits are involved or tlie decision is likely to Jiffect other cases'of a similar nature in the winding up proceedings, or, — Provided, Avhen the appeal is to a court other than the Supremo Court of Canada, the amount involved in the appeal exceeds live hun- dred dollars; or, — Provided, when the appeal is to the Supreme Court of Canada, the amount involved in the appeal exceeds two thousand dollars. A further appeal to the Supreme Court of Canada by leave of a judge of said Supreme Court may be had from the judgment i the said Court of Appeal, Queen's Bench, or full court, as the case may be. In the Nortii-West Territories a person dissatisfied with an order or decision of the court in any proceeding under this iVcL may by leave of a judge of the Supreme Court of Canada appeal therefrom to the Supreme Court of Canada. 70. All appeals are to be regulated as far as possible according to the practice in other cases of the court appealed to ; Provided always, that no such appeal c:.n be entertained unless the appellant has, within fourteen days irom the rendering of the order or decision, or within such further time as tlie court appealed from may allow, taken proceedings on the appeal, nor unless within the said time he has made a deposit or given sufficient security according to the prac- tice of the court ap])ealed to, that he will duly prosecute the said appeal and pay such damages and costs as may be awarded to the respondent. HO. If the party appellant does not proceed with his appeal accord- ing to the law or the rules of practice, as the case may be, the court apjjcaled to on the application of the respondent may dismiss the appeal with or without costs. « MISCELLANEOUS. iSl. In any proceeding or contestation under this Act, the court may order a writ of 8uhpa>na testificandum or of subpa'na duces tecum to issue, coimnanding the attendance as a witness of any person within the limits of Canada. S2. The court may, after it has made a winding up order, summon lieforc it or before any person to be named by it, any officer of the : 342 Cap. 23. Insurance Companies, etc., etc. 45 Vic. I? : I company or person known or suspected to have in his possession any of the estate or eiiects of the company, or supposed to be indebted to the com[)any, or any person whom the court may deem capable of giving information concerning the trade, dealings, estate or effects of the com- pany ; and the court may recpiire any such officer or person to produce anv books, papers, deeds, writings, or other documents in liis custody or power relating to the company ; and if any person so summoned, after bL'iu"- tendered a reasonable sum for his exj)enses, refuses without law- ful excuse to attend at the time appointed, the court may cause such ' person to be apprehended, and brought up for examination ; neverthe- less, in cases where any person claims any lien on papers, deeds or writings or documents produced by him, such ])roduction shall be with- out prejudice to such lien. The court has jurisdiction in the winding up to determine all questions relating to sucl'i lien. M3« The court or the person so named may examine upon oath, either l>v word of mouth or upon written interrogatories, any person appeariiif or brought uj) in manner aforesaid oncerning the affairs, dealing's, estate or effects of the company, and may reduce into writing the answers of any such person, and lequire him to subscribe the same. If such person without lawful excuse refuses to answer the questions put to him, he is liable to be punished as for contempt of court. HA. Where, in the course of the winding up of the business of a CLMnijany under this Act, it appears tlutC any past or jn-esent director, inana"-er, li(|uidator, employee, or officer of such company, has misap- plied or retained in his own hands or become liable or accountable for any moneys of the company, or been guilty of any misfeasance or breach of trust in relation to the conq)any, the court may, on the appli- cation of any li«]uidator, or of any creditor or contribuLory of the com- pany, notwithstanding that the offence is one for which the offender is cii'minallv responsible, examine into the conduct of such director, manager, liquidatoi-, officer or employee, and compel him to repay any moneys so misapplied or retained, or for which he has become liable or accountable, together with interest after such rate as the court thinks iust or to contribute such sums of money to the assets of the company "by way of compensation in respect of such misapplication, retainer, misfeasance or breach of trust, as the court thinks ht. .H5. If any person destroys, mutilates, alters or falsifies any books, i)apers, writings or securities, or makes or is privy to the making of any false or fraudulent entry in any register, book of account or other docu- ment bolonoing to the company, the business of which is being wound up uiuler this Act, with intent to defraud or deceive any person, every person so offending shall be deemed to be guilty of a misdemeanor, and upon being convicted shall be liable to imjjrisonment in the penitentiary for any term not less than two years, or to be imprisoned in any ^aol or place of confinement for any term less than tw^o years, with or with- out hard labor. Hit. The various courts of the I'rovinces, and the judges of the said courts respectively, shall be auxiliary to one another for the pur- 1882. Insurance Companies, etc., etc. Ciiii. 23. 343 poses of this Act : the wiiulin<5 up of the business of tlie coinpaiiy or any matter or i)rocecding relating tliereto may be transferred from one court to another with the concurrence, or by the order or orders, of the two courts, or by an order of tlie Supreme Court of Canada. S7. Wliere any order nuwie by one court is required to be enforced bv anotlier court, an office copy of tlie order so made certified ^^\ the clerk or other proper officer of tlie court wliich made the same, and under the seal oi such court, must be [U'oduced to the proper officer of the court required to enforce the same ; the production of such copy is sufficient evidence of such order having been made ; and thereupon such last mentioned court is to take sucli steps in the matter as may be requisite for enforcing such order in the same manner as if it were the order of the court enforcing the same. SS. The rules of procedure for the time being as to amendments of pleadings and proceedings in the court, apply as far as practicable to all pleadings and proceedings under this Act ; and any court before whom such proceedings are being cai'ricd on has full power and authc)r- ity to apply the approjjriate rules as to amendments of ihe proceedings. No pleading or ])roceeding is void by reason of any irregularity or default which can or may be amended or disregardc' under the rules and practice of the court. 80. Any affidavit, affirmation or declaration required to be sworn or made under the provisions oi- for the purposes of this Act, may be sworn or made in Canada liefore a li(piidator, judge, notary public, commissioner for taking affidavits, or justice of the peace ; and out of Canada, before any judge of a court of record, any commissioner for taking aHidavits to be used in any court in Canada, any notary public, the chief municipal officer for any town or city, any J)riti.>h consul or vice-consul, or any ])erson authorized by or under any statute of the Dominion or of any Province to take affidavits. IM). All courts, judges, justices, commissioners and persons acting judicially, are to take judicial notice of the seal, or stamp or signature (as the case may be) of any such court, judge, notary public, commis- sioner, justice, chief, municipal officer, consul, vice-consul, liipiidator or other person, attached, appended or subscribed to any such affidavit, affirmation or declaration, or to any other document to be used for the purposes of this Act. J>1. All dividends deposited in a bank and remaining unclaimed at the time of the final winding up of the business of the company, are to be left for three years in the bank where tliey are deposited, subject to the claim of the party entitled thereto, and if still unclaimed, "are then to be paid over by such bank, with interest accrued thereon, to the Receiver (Tcneral of Canada, and, if afterwards duly claimed, are to be paid over to the persons entitled thereto. S>2. Any powers by this Act conferred on the court are in addition to, and not in restriction of, any other powers subsisting either at law or in ecpiity, of instituting proceedings against any contributory, or the BU Cap. 23. Insurance Com2)anie8, etc., etc. 45 Vic. estate of any contributory, or against any debtor of the company for the recovery of any call or otlier sums due from such contributory or debtor, or his estate ; and sucli proceedings may be instituted accordingly. 03. All costs, charges, and expenses properly incurred in the wind- ing up of a company, including the remuneration of the liquidator, are payable out of the assets of the company in priority to all other claims. 94. The court may, in the event of the assets being insufficient to satisfy the liabilities, make an order as to the payment out of the estate of the company of the costs, charges and expenses incurred in winding up any company in such order of priority as the court thinks just. 0»^. Where a winding up order is made, if it appear in the course of such winding up that any past or present director, manager, officer or member of such company has been guilty of any offence in relation to the company for which he is criminally responsible, the court may, on the application of any person interested in such winding up, or of its own motion, direct the liquidator to institute and conduct a prose- cution or prosecutions for such offence, and may order the costs and expenses to be paid out of the assets of the company. OO. If any person, upon any examination upon oath or affirma- tion authorized under this Act, or in any affidavit, deposition or solemn affirmation in or about the winding up of the business of a company under this Act, or otherwise in or about any matter arising under this Act, wilfully and corruptly gives false evidence, he is, upon convic- tion, liable to the penalties of ^wilful perjury. 1>7. In Ontario, the Judges of the High Court of Justice ; in Quebec, the Judges of the Court of Queen's liench ; and in the other provinces the Jutlges of the Court, or a majority of the judges in each case, of whom the chief justice shall be one ; from time to time may make, and frame, and settle the forms, rules and regulations to be fol- lowed and i>bserved in proceedings under this Act and may make rules aa to the costs, fees and charges which shall or may be had, taken or paid in all such cases by or to attorneys, solicitors or counsel, and by or to officers of courts, whether for the officers or for the Crown, and by or to sheriffs, or other persons whom it may be necessary to provide for, or for any service performed or work clone under this Act. 9H. Until such forms, rules and regulations are made the various forms, and procedures, including the tariff of costs, fees, and charges in cases under this Act, unless otherwise specially j)rovided, are, as nearly as may be, to be the same as those of the court in other cases. THE PROVISIONS OF SECTIONS 99 rO 105 INCLUSIVE APPLY TO BANKS ONLY NOT LNCLUniNG SAVINGS BANKS. 09. In the case of a bank, the application for a winding up order must be made by a creditor for a sum of not less than one thousand dollars, and the court niustj before making the order, direct a meeting 1882. Insurance Cow/panies, etc., etc. Cap. 23. 345 of the sluirelioklcrs of the bank to be summoned, held and conducted as the court directs for the purpose of ascertaining their wishes as to the appointment of licpiidators. lOO. Tlio court may appoint a persoti to act as chairman of the meeting, and in default of such ap])ointment the president of the l)ank or other person who usually presides at a meeting of the shareholders shall preside. 101« In talcing a vote at such a meeting, regard is to be had to the number of votes conferred by law or by the regulation of the bank on each shareholder jiresent or represented at such meeting. lOS. The chairman of the meeting must report the result thereof to the court, and if a winding up order be made three liipiidators must be appointed and they must l)e chosen from auiong those nominated by the shareholders. 103. If no one has been so nominated, tlie three liquidators must be chosen by the court, if less than three have been nominated the re- cpiisite additional lirpiidator or liquidators must be chosen by the court, 104. It is the duty of the liquidators to ascertain as nearly as may be the amount of notes of the bank intended for circulation and actually outstanding, and to reserve until the expiration of at least two years after the date of the winding up order, or until the last dividend, in csise that is not made till after the expiration of the said time, divi- dends, on such part of such amount in respect of which claims may not be filed ; and if claims have not been filed and dividends applied for in respect of any part of the said amount before the period herein limited the dividends so resei-ved are to form the last or part of the last divi- dend. 105. Publication in the Canada Oazette and in the Official Ocu- zette of each Province of (/anada and in two newspapers issued at or nearest the place where the head office of a bank is situate, of notice of any proceeding of which under this Ac! u'editors should be notified, is siiffic-ient notic^. to holders of bank .lOtus in circulation. If the head office be situated in the Province of Quebec one newspaper is to be published in English and one in French. TUE I'llOVISIONS OV SECTIONS 106 TO 119 ? INCLUSIVE APPLY ONLY TO LIKE INSURANCE COMPANIES, AND ALSO APPLY TO INSURANCE COM- PANIES DOING LIKE AND OTJIEU INSURANCE, IN SO KAB AS RELATES TO TUE LIFE INSURANCE I5USINE88 OF SUCH COMPANIES. lOO. Publication in the Canada Gazette and in the official Gazette of each Province of Canada, and in two newspapers issued at or nearest the phice where the head office in Canada of an insurance company is situate, of notice of any proceeding of which under this Act creditoi*8 should be notified, is sufficient notice to holders of policies of contracts of insurance in respect of which no notice of claim has been received. 107. Notwithstanding the provisions of the statutes in that be- half respecting insurance, any deposit held by the Receiver General for 34:t) Cap. 23. Insurance Companies, etc., etc. 45 Vic. I. ;' :i.!i policy holders and any aBsets vested in tnistees pursnant to the said statntes must be applied and distributed under this Act, atnontj the per- sons entitled to claim thereon according to their rights established by the said statutes respecting insurance. lOH. The holder of a policy or contract of life insurance on which no claim has accrued at tlie time the winding up order is made, is entit- led to claim as a creditor for the full net value, at the date of the wind- ing up order, of the policies or contract calculated on the basis men- tioneain section sixteen of the Th^ Consolidated Insurance Act, 1877, less any amount previously advanced by the company on tlve 'security of the policy or contract : Provided always tliat whenever the company or the liquidator or the holder of the policy pr contract of insurance exercises any right which it or he may have to cancel the policy or con- tract, the holder is entitled to claim as a creditor for the sum which under the terms of the policy or contract is due to him upon such can- cellation. 109. The li(piidator must, without the filing of any claim, notice or evidence, or the taking of action by any person, make a statement of all the persons appearing by the books and records of the officers of the company, to be creditors or claimants under the one hundred and eighth section hereof, and of the amounts due to each such person there- TUider ; every such person must be collocated and ranked as and be en- titled to the rights of a creditor or claimant for such amount, without filing any claim, notice or evidence, or taking any action : Provided always, that any such collocation may be contested by any person inter- ested, and that any person not collocated or dissatisfied with the .amount for which he is collocated, may file his own claim. A copy of such statement certified by the liecome entitled, then the lif^uidator is empowered, witli the sanction of the court, to effect for such holder an insurance to the amount aforesaid in another company or companies approved of by the Superintendent of insurance, and to devote to that purpose the dividend on his claim to which such holder may be or bewme entitled : Provided, however, that such insurance is to be effected only as part of a general scheme ."^or the tissumption by some other com pan}' or companies of the whole or part of the outstanding risks and liabilities of the insolvent company, 112. If the company be licensed imder the Acts respecting In- surance, it is to be the duty of the liquid; >r to report to the Superin- tendent of Insurance once in every six mouths, or oftener as the super- intendent may require, on the condition of the affairs of the company, with such further particulars as the superintendent may require. THE PROVISIONS OF SECTIONS 113 TO 119 INCLUSIVE, APPLY ONLY TO INSUR- ANCE COMPANIES OTHER THAN LIFE INSURANCE COMPANIES, AND ALSO APPLY TO INSURANCE COMPANIES DOING LIFE AND OTHER INSURANCE, IN SO FAR AS RELATES TO THE INSURANCE BUSINESS OF SUCH COM- PANIES WHICH 18 NOT LIFE INSURANCE BUSINESS. 113. Publication in the Canada Gazette, and in the Official Ga- zette of each Province of Canada, and in two newspapers issued at or nearest the place where the head office of an insurance company is situate, of notice of any proceeding of which under this Act creditors should be notified, is sufficient notice to holders of policies or contracts of insurance in respect of which no notice of claim has been received. 114. Notwithstanding the provisions of the statutes in that be- half respecting insurance, any deposit licld by the Receiver General for policy holders, and any assets vested in trustees pursuant to said statu- tes must be applied and distributed under this Act, among the persons entitled to claim thereon under the said statutes respecting insurance. 115- Holders of policies or contracts of insurance on which no claim has accrued at the time the winding up order is made, are enti- tled to claim as creditors for a part of the premium paid, proportionate to the period of their policies or contracts respectively unexpired at the date of the winding up order. No claim which accrues after the winding up order is made can rank upon the estate. Provided always that whenever the company or the liquidator or the holder of the policy or contract of insurance exercises any right which it or he may have to cancel the policy or contract, the holder is entitled to claim as a creditor for the sum which under the terms of the policy or contract is due to him upon such cancellation. no. The liquidator must, without the filing of any claim, notice or evidence, or the taking of any action by any person, make a state- -i| 348 Cap. 28. In»urancc Companies, etc., etc. 45 Vic. h'- inent of .all the persons iipixjaring by the books and records of the offi- cers of the company, to be creditors or claimants under the section one liundred and fourteenth hereof, and of the amounts due to each such person thereunder ; every such person must be collocated and ^ d as and be entitled to tne rights of a creditor or claimant for _ h amount, without filing any claim, notice or evidence, or taking any ac- tion : Provided always, that any such collocation may be contested by any person interestea, and that any person not collocated or dissatisfied with the amount for which he is collocated, may file his own claim. A copy of such statement certified by the liquidator must forthwith, after the making of such statement, be filed in the office of the Superinten- dent of Insurance at Ottawa, and notice of such filing must oe forth with given by the liquidator by notice in the Canada Gazette, and in the Official Gazette of each Province of Canada, a, and may have certain powers ; provided such corporation shall sell any real estate acquired by foreclosure within live years from date of such foreclosure . Certified copy of charter to be filed, also power of attorney, signed, Ac ; decla ration . 3. Process may be served upon officer of company incorporated in Province. 4. Due notice to be given in Official Gazelle, etc., of such license. 5. Provincial Secretary may issue license on evidence of due incorporation under laws of Great Britain, &c. 6. License may be obtained by foreign com- pany approved by Governor-in-Council; power of corporation. WKEREAS it would greatly tend to assist the progress of public improvements now going on within the Province of Manitoba, if facilities were afforded to institutions and corporations incorporated out of the Province of Manitoba for the purpose of lending money, to lend money within the Province ; and with that object m view, it is expedient to confer on such institutions and corporations powers to contract, and also to hold as security, lands within the Province of Manitoba ; therefore, Her Majesty, by and with the advice and consent of the Legislative Assembly of Manitoba enacts as follows : 1, Where any institution or corporation duly incorporated under the laws of the Parliament of Great Britain and Ireland, or of the Dominion of Canada, or of the laws of the late Province of Canada or any of the Provinces of Canada, for the purpose of lending or investing moneys, may apply for andreceivea license from the Provincial Secre- tary, authorizing it to carry on business within the Province of Mani- toba, to transact any loaning business of any description whatever within the said Province of Manitoba in its corporate name, except the business of banking, and to take and hold any mortgages of real estate and any railway municipal or other bonds of any kind whatsoever, and on the security of which may lend its money, and whether the said bonds form a charge on real estate within the said Province or not, and also to hold such mortgages in its corporate name and to sell and trans- fer the same at its pleasure, and in all respects to have and enjoy the same powere and privileges with regard to lending its moneys and transacting its business within the said Province as a private individual might have and enjoy, so far as may be within the legislative authority Corporotio?i8 to Zend cfe Invest Moneys. Cap. 30. 351 of this Province ; provided sucli corporation shall sell or dispose of any real estate to which it may acquire a title in fee simple by foreclosure or by the release of the equity of redcui))ti(»ii therein within five years from the date of such foreclosure, and any real estate which may not within the said period have been disposed of as herein required, shall be forfeited to and become vested in the Crown, 40 V., c. 15, s. 1 ; 43 v., c. 19, 8. 1. 2* Every company obtaining such license as aforesaid sliall before the commencement of such business file in the ofHce of the Provincial Secretary of Manitoba a certified copy of the charter, act of incorpora- tion or articles of association of such company, and also a power of attorney to the principal agent or manager or such company in the said Province of Manitoba, signed by the ])i'eKi(lent or managing director and secretary thereof and verified as to its authenticity by the statutory declaration of the principal agent or manager of such company or of any person cognizant of the facts necessary for its verification ; which power of attorney must expressly authorize such agent or manager within the said I*rovince to accept process in all suits and proceedings against such coirq)any in the Province, for any liabilities recovered by such company therein, and must declare that service of process on such agent or manager for such liabilities shall be legal and binding on such company to all intents and purposes whatever, and waiving all claims of error by reason of such service. 40 V., c. 15, s. 2. 3. After such certified copy of the charter and such power of at- torney are filed as aforesaid, any process in any suit or proceeding against such company for any liability may be served upon such man- ager or agent in the same manner as process may be sei'ved upon the proper t)fiicer of any company iiicorpoi'uted in the Province, and all proceedings may be had thereupon to judgment and execution in the sarao manner as in proceedings m any civil suit in the Province. 40 v., c. 15, 8. 3. 4. Every company obtai. „■ such license as aforesaid shall forth- with give due notice tliereof in the Mmiitnha Gazette, and in at least one newspaper in the county, city or place where the principal manager or agent of such company in the Province transacts the business thereof , for the space of one month, and the like notice shall be given when such company shall cease, or notify that they cease, to carry on business within the Province. 40 Y., c. 15, s. 4. 5. The Provincial Secretary of Manitoba may, if he sees fit, issue such license as aforesaid, on being furnished with evidence of the due incorporation of the company applying for such license under the laws of the Imperial Parliament of Great Britain and Ireland, or of the Dominion of Canada, or the laws of the late Province of Canada or any of the Provinces of the Dominion of Canada, which evidence sliall be a certified copy of the charter, act of incorporation or articles of associ- ation of such company, and on being furnished with a power of attorney from such company to the person appointed to be the principal agent m ■ li 352 Cap. 30. CorjwrationH to Lend (& Invest Mon^^ys. or manager of such company within tho Province, under the seal of such company and si/^ned by the president or managing director and secretary thereof, and veritieif by oath of an attestin'j witness expressly authorizing such agent <»r manager to apply for sucli license, and tlio fee to be paid by nuch company on the issuing of such h'censo shall be sudi sum as may be fixed l)y the Lieutenant-Governor in Council. 43 v., c. 15,8. 2. O. Any corporation or institution duly incorporated under tho laws of (ireat Britain and Ireland, or of the Dominion of Canada, or of the late Province of Oanada, or any of the Provinces of the Dominion of (Janada, duly authorized to carry out or effect any of the purposes or objects to which the legislative authority of the Legislature of Manitoba extends, may obtain a license from tho Proincial Secretary with tho approval of the Lieutenant-Ciovcrnor in Council authorizing it to carry on its business within the I'rovince of Manitoba, on c()m|)iiance with the provisions with regard to such license of this Act; and such corpo- ration (»r institution shall thereupoti have the same powers and privi- leges in Manitoba as if the same were incorporated for the i)urpose8 thereof under the provisions of a statute of the Province of Manitoba. 43 v., c. 11), 8. 3. 1866. Joint Stork Cof)ij)(tnte(i. CHAP. XXXVII. Cui).;n. :i63 An Ordinance to Amend the Law relating to Joint Stock Companies Section. I'reainl>le. 1. Repc.ll of B.C. Ii)int Stock Con .\cl, and Mining Joint Stock Ordin.ince, 1864. 2. Imt)crial Act — thfl Companies' Acl, 1062 — in force. 3. The expression, "the Court," shall mean the Supreme Court of Civil Jus- tice of Uritish Columbia. Jud^je thereof to have powers of Lonl Chancellor . 4. Power to execute deeds out of the United Kingdom. 5. Fees payable same as those in England. 6. Colonial Secretary to l)e substitutcil for Board of Trade. A.D., 1866. 7. Public notices, how given. 8i'<-tlciii 8. .Milling C'i)inpanit.s formed here maybe incorporated by oiitaining ceriilicnfy of rfgisiration from n (iold { ioinniissio lejr, 9. ln\- panics' Act, 1862, and part I.\. s'mll .T|)ply to all incor|)oratcd coiup.-'riieB. ( I'li/e part TH. of (iold Mining Ordi- Il.TllCO, 1867.) 10. Kvcept to Conip.iides registered under the Gold .Mining Ordinance, 1865 ( I'ide [lart \\\. of (iold .Mining Ordi- n.ince, 1867.) 11. (jei'cr.il orders and rules of ajth November, i86a, in force here. A.l)., 1.S66. !2. Short title. [Ammted to St/i March ISOf,.] .. WHEREAS it is expedient tliat tlie luw.s ivlatinij: to the incorporatiujl, regulation, and winding np of trading ('oni]);inies and other HHr soaiations shonld he < »nsolidatod and amended : Be it therefore enacted hy the (Tovernor of British Colniiibiti, by and with the advice and consent of the Legi.slative Council thereof as follows : — 1. The "British Columbia Joint Stock Companies' Act" and the Mining Joint Stock Cotnpanies' Ordinance, 1804:, " are hereby repealed. 3. An Act of the Imperial Parliament, pas.sodin the session of P.i,r- Hament, liolden in the 25tl) and 2<)th yctii-s of the reign of Her Ma jestj' Queen Victoria, chapter 89, intituled "The Companies" Act, 1862,"s!i.ali, from and after the pa.ssing of this Ordinance l>e and have, as far a/? practicable, and save as hereinafter altered and modified, the forct* of law in this colony. 3. The expre5:3ion " The Court '' as used tlierein, shall instead of the interpretation given thereto in clause SI of such Act, moan the Suprorao Court of Civil Ju.« in the United Kingdom, shall apply to the execution of deeds in this colony, and such authority shall include a power to Companies in tliis colony, to empower an attorney to execute deeds on their behalf in the United Kingdom. S« AH fees payable under this Ordinance shall bo the same as those payable undr " The Companies' Act, 18(»2," provided, however, thatsueh shall be collected in the ordinary way and not by stamps, and be paid into the Treasury of this colony to the u.se of Her Majesty, her heirs and successors. 24 1 ; i| 1' 1 t 354 Cap. 37. f faint Stock Conqxoi'len. •29 Vic. O. Tiitil sonic other person or persoiiB shall be iippointed in that behalf by the Governor, the Colonial Soereta'-y of Uritish Columbia shall have and exercise all the jiowers and duties of the 13oard of Trade in the said Act mentioned. The otKcial li(pudator tlierein mentioned shall be appointed by tlie said Supreme Court of Civil Justice. 7. ?sotices by the said Act require to be published in tlie Cazettes and newspapers therein mentioned shall instead thereof be published in the Government Gazette and in such other newspapers as may be ordered. ^i. Whe!i Companies are formed in this cdlouy for mining pur- poses, all papers and documents recpiii'e to l)e ]v<;istered under the said Act with the Registrar of Joint Stock Companies, may, instead thereof, be registered with any (toIcI Commissioner or Assistant Gold Commis- sioner, provided that in such cases every such duoumeut shall be deliv- ered to him in duplicate and upon receipt of the same, and of the fees for registration and upon the i-equirenients of the Act being fulfilled, such company shall leceive from the said (iold Commissioner the usual certificate of registration, and upon such certiticate being granted the company shall be deenu'd to l)e duly incorporated, and the duplicate of all such documents above mcntiniu-d and of tliecortificate of registration shall 1k! forthwith transmitted by such Gold Commissioner to the registrar of Joint Stock Companies, and such certiticate of registration shall have the same force and eifect as if it had been granted by sucli registrar, and shall })e received in any court as evidence in like manner as the certiticate of registration of stich I'cgistrai'. ?>. A ■;! the requirenuMits of the said Act as to registration there- under of comi)anies already rciji'istered shall ajiply as well to Mining Companies now formed in this eolou)' mu't;r the Mining Joint Stock Com[»anies Ordinance, IStU, as to all otucr Joint Stock Companies formed under the Joint Stock Companies Acts hereby re])ealed ami all the prov!>ions of I'art L\. of the said Act save as hereinbefore altered shall apjdy to all the J\Iining Companies heretofore or hereafter in- corporated. 10. N'othincc herein contained shall in anv wav be constnied to intorterc with the provisions of the (lold Mining Ordinance, ISOo, but all the provisions for windiug up coin])anies under this ordinance sh.dl be extended and a])plied to Alining Companies registered under the provisions of Part \'I1. of the said Gold Mining Ordinance, 18r.r>. 11. The general orders and rules for regulating the practice and mode of procedure under this ( )rdinance in this colony shall ])e tliose of tiie High Court of Chancery of luigland, bearing date the f?nth day of Novoinher, 18f»2. provided that i: shall be lawful tor the Chief Justice or Judge of either of tiie said Supreme Courts of this colony with the sanction of the Government to vary or modify such rules or orders as occasion may require. 12. This Ordinance shall be cited as" The ( 'orapanies' Ordinance, 18G0 1800. The Cohipanieti' Ordinance. Cap. 38. 355 33 VIC, CHAP. XXXVIII. An Ordinance respecting The Companies' Ordinance, 1866. Section. Preamble . 1. Repeals Act of iS6o. 2. Ordinance of 1866 extended. 3. Registrar. 4. Interpretation of terms. ^ F;V/i- Supreme Section. Court's Ordinance, 1869. and Courts Merger Ordinance, 1870.) 5. Companies' Ordinance, 1866, to be read with this. Short title. [2(W< Avgust, A. D. 1869.] WHEREAS, it is expedient to amend the " Companies' Ordinance," 1860, and also to extend the provi.sinns thercot' to that part of this colony formerly known a-^ Vancouver Ishmd and its dependencies : Be it enacted by the Governor of Un'tish Columbia, .with the advice and consent of the Legislative Council thereof, as follows : 1. The Vancouver Island Joint Stock Companies' Act, 1800, is lioreby repealed ; but sutth repeal shall not invalidate any acts hereto- fore done, or affect any ripjlits acquired under such Act. 3i From and after the passing of this Ordinance, the Companies' Ordinance, 1806, and all the provisions and enactments thereof shall, save as in liereafter modified, have full force and effect throughout the colony. « Stt The Oovernor may, from time to time, appoint such person as he shall think proper to act as Registrar of Joint Stock Companies. 4i The expression, " The Court,'' used in section three of the Companies' Ordinance, 1800, shall in its interpretation also meati the Supreme Court of Vancouver Island, and every Chief Justice or Judge thereof ; and the words the Supreme Couri of Civil Justice, in section six of the said Ordinance, shall be construed to mean the Supremo Court of the Mainland of British Columbia, and the Supreme Court of Vancouver Island respectively, and any (yliief Justice or Judge thereof. ii» The said Companies' Ordinance, ISOO, and this Ordinance, shall be construed and read tog(!ther as one Ordinatice, and be cited »"< the '' Companies' Ordinance, 1809.'' m^m^tBCy 35f) Ca]>. 147. Investment and Loan Societies. 33 Vic. CHAP. CXLVII. All Ordinnncc to encourage the establishment of Investment and Loan Societies. I. J- 4. 5- Section. Preaml)le. Societies — how incorporateci ; power to hold l.inds ; evidence of incovporntion ; dale of incorpor.ition ; liability of mcmliers . .Societies to have different names. Who shall he a member of any society. Members of Society may make rules ; impose fines ; nineiid or rescind rides. Society ^h.tU, jjy rule, declare objects ofi society : how money to be apjiro- priated. 6. Rules 10 specify liiiK' and place of hold- ing meelin}^, and define powers an(b duties of mendiers and officers. | 7. Election of directors. S. Powers of directors lo be declared by rule . g. Rules provide thai Treasurer .->hall furni. .1 annual stritement of funds; statement to he attested by auditors. 10. Rules to be recorded in a book ; copy of rules to be certified by ihe ReRislrar of Joint Stock Companies. 1 1. Rules so recorded to he tnnding on mem- bers. 12. Examined copy of rule to be evidence. 13. Rules not to be altered, excejil at a special general meeting ; meeting to consist of one-third of shareholclers, representing not less than two-third? of unadvanced stock, and majority con- sent in writing ; rules not to be deemeil .altered until alteration assented to by Registrar of Joini .Stock (,'onipanies ; members to be notified of proposed alterntions. 14. Shareholder whose share is paid up, may receive or invest the amount ; perma- nent stock transferal)le only. 15. Excent in cases of \\ithdrawa!. piembers not ;o receive profits in shares oiher than in permanent stock until maturity 16. Society may limit number of shares, ami may charge a premium on new shares. 17. .Shares may be forfeited ; members may be expelled . 18. Transfer of share of deceased member valid . 19. Society may sue members. 20. In certain cases, powers of Directors to be recorded in books of Society . 21. Election of President anil Vice-President; concurrence of majority of iJirectors necessary ; quorum to be present . .-Sei-ti 22. 23- 24. 25- 26. 27. 28. 29. 30- 31- 32. 33- 34- 35- 36- 37- 38. 39- 40. 41. 42. '^3. 44. 45- 46. Proceedings of Directors to be entered in books of Society . Acts of Directors to be binding. Directors at meeting to ajipoint officers ; to remove officers for incompetence or mi^-behaviour. Officers appointed to receive money to give security. Society may become absolute owner by foreclosure of any pro])erty mortgaged to it . In certain cases, society ni.ay proceed in morli;age by sale, &c. After default for three months succes- sively, society may sell property held in mortgage. Representatives of deceased officers of Society to deliver over papers and moneys .after demand . Ordinance to extend to aliens, &c., but no /];me ce7>ertt' or infant to l)e a Director. J low society may invest surplus funds. Amount society may bo'row limited. Real estate for plaf-e of business. Society not bound to see to trust to which its stock is .subject ; what receipt sufficient. To whom funds of society may be advanced ; value of building placed on prO(,(.'rly, with money advanced by society, may be estimated in appraising its value, if a bond is given securing its erection. No loan to be made to a director ; any directcjr receiving a loan to pay a fine of ten times the amount received. Recovery of fine . Officers who receive a bribe or commis- sion to ])rocure a loan, to incur a penalty of $500. IJirectors lo be liable for debts, if divi- dend is declared when the society is known by them to be insolvent . Comiitions lo be observed before profits divided. When the assets of .Society to be valued, and accounts arc to be .audited ; return to be marie to Colonial Secretary. Penalty on default in making return Examination of affairs of sj)ciety by Insjjector, approved by the Governor. Powers of Inspector . Result of examination, how dealt with. Power oi socie'.y to apjioint inspector. 1869. Investment and Loan Societies. Ca]). HT. 357 Section. 47- 48. Section. Official copy of report of inspectors to be cviilcncc . Recovery cf pciialticb other than those pr«viited for in .sec. 37 . 49. A])pUcation of penahics. 50. Service of notice by Company. 51. Notices, &c., how served on society. 52. Document — how to be served by post t>n society . In case of joint owners of a share, on whom notice to be served. How notice to be iiilvertiscd. Provision as to windint; up of company. Who may draw notes, lulls of exchange or receipts for a society. Method of ajjpointin}; attorney. 38. Differences may be referred to arbitration. 59. Interpretation clause. 60. Short title. [AssenUd to 2<)M Auyud^ 1869.] WHEREAS it is expedient that encoura}i;eineiit sliould be given to the establishment of societies haviiiir for tlieir ol)ject the aceuniu- hition of money in this Colony, and the investuieiit thereof; I3e it enacted by the (Tovenior of British Columbia, with the advice and consent of the Legislative Council thereof, as follows : — 1. In case any twenty or more i)ersons agree to constitute them- selves into a society under this Ordinance, and execute under their respective hands and seals a declaration to that eifect, and deposit the same with the Registrar of Joint Stock Companies (who shall grant his certiiicate thereof, and for the granting (jf such certificate and re- covering iind registering such declaration shall be entitled to a fee of live dollars) such persons and such other persons as afterwards become members of the society, and their severtd and respective executors, administrators and assigns, shall be a corporation body corporate antl politic under this Ordinance, with the])owerto hold lauds as hereinalter mentioned, by the name and style mentioned in such declaration, for raising by periodical subscri])tions in sums not exceeding ten dolhirs per month, or otherwise, of or from the several members of the society, in shares (not exceeding the value of live hundred dollars for each share) a stock or fund for investment on real security in Great Britain or Ireland, IJritish Columbia or any other of Her Majesty's possessions, and for enabling persons to become nu!nd)ers of such society at any time, either for investment of capital therein or to obtain the advance of their shares or share by giving security therefor v,ithout being liable to the contingency of losses or entitled to partici])ate in the profits in the businc of the said society ; and the certificate of the Registrar of Joint Stock Companies of such declaration as aforesaid having been deposited, shall be conclusive evidence of the incorporation of the society in such certiiicate mentioned. The date of such certiiicate shall be the date of incorporation of the society ; and the liability of the members shall be limited to the payment of the amount unpaid on the shares held by them respectively. S. No society shall be incori)orated under the provisions of tliis Ordinance under a name identical with that by which a subsisting socie- ty is already incorporated, or so nearly resembling the same as to be calculated to deceive. (No. 105, Revised Statutes, sec, i2.) 3* Every person who shall have signed the rules of any society incorporated under the provisions of this Ordiiiiince shall be deemed to be a mem))er of the society. (No, 165, Revised Statutes, sec. 3.) 358 Cap. 147. Invedvicnt and Loan Socictiefi. 33 Vic. 4* The several ineinbers of the society liokliii<^ uiuidvaiuied sliarcs thereoi), may from time to time assemble together and make such proper rules for the j;uvernmeiit of the society as the majority of the members so assembled may decjii meet, so as such rules are not repug- nant to the provisions of this ()rdinance,or any Act or other Ordinance then in force in i')riti8h Columbia; and they nuiy impose and inflict sucii reasonable tines, penalties and forfeitures upon the several mem- bers of the society infringing such rules as such majority of the members think tit, to be respectively paid to such uses for the Ixiuefit of the society as the society by such rules direct; and they may also from time to time amend or rescind such rules, and n\ake new rules in lieu thereof, under such restrictions as are in this Ordinance contained. 5. Every such society shall in or by one or more of their rules declare the oltjects for which the society is intended to be established, and thereby direct the purposes to which the money from time to time subscribed to, received by or belonging to the society shall be ajipro- priated, and in what shares or proportions and under what circum- stances any member of the society or other person may become entitled to the same or any part thereof. O. The rules of the society shall specify the place or places at which it is intended that the society shall hold its meetings, and shall contain provisions witii res{)ect to the powers and duties of the members at large and of the oiticeis a]>j)ointed for the maiuigement of its affairs. 7. Every such society shall from time to time select and ap})oint any number of the members of the society to be a board of directors, the number and .jualitication thereof to be declared in the rules of tlie society, and may delegate to such dij'cctors all or any of the powers given by this Ordinance to be executed. H» The powers of the directors shall be declared by the mles of the society and they ^le times for the inspection of the mendiers, and a copy of such rulc^ shall he registered by the Regist ar of Joint Stock Coni2)anie8, and certitied by him before they shall be binding on the society. 1SG9. Invcist'tncnt and Loan Societies. (Jap, 147. 359 11, The rules so recorded shall ho hindinj? on the several meirihers and oilicers of the society and the several eontriltutors thereto and their re[»resentatives, and they shall he deeined to have full notice thereof by such njcord. 13. The eati-y of the rules in the hooks of the society or a true copy of the same examined with the original aud proved to be a true copy shall be received as evidence thereof. !!{• No rules so recorded as aforesaid shall he altered or rescinded, nor sludl any rule }»e created except at a ijjeneral nieetiu*; of the mem- bers convened by public notice, written or printed, si<;jned by the secre- tary or president of the society in pursuance of a recpiisition for that purpose, made by not less than fifteen of the nieml)ers, statin<^ the objects for which the nu'etins; is called, and addressed to the president and directors ; and unless such general meetintj- do consist of not Icse than one-third of the shareholders ])rescnt in person or by proxy, re- presenting' not less than two-rhirds of the unadvanced stock of such society, and the majority of such members ])resent as aforesaid do, in 'writing' under their hand, concur in such alteration or repeal of siicli I'ule, or in the creation (»f any new rule ; and no such rule shall be deemed to have been altered, repealed or created until alteration, repeal or creation shall have been assented to bv the Registrar of Joint Stock Companies in writing uiuler his hand. Each member of tlie society shall within fifteen days after the receipt of such re. Excei)t in the case of the withdrawal of a mend)er according to the rules of the society then in force, no niendutr shall receive or be entitled to receive from the funds of the society in respect of any share which is not invested as jiermauiT.t stock, any interest or dividend by way of annual or other periodical profit upon share in the society until after the expiration of the term for which such share was originally granted, or such shoi'ti'r period as under the I'ules of th*; society, \im\\ liave been substituted therefor. IH. Kvery such society may from time to time limit the number of shares to be granted, and except in cases provideil for in section fourteen, may charge a premium on any new share. 17. Every such society may, after reasonable notice in writing declare forfeited to the society the shares of any member who is iu IliMi ii ii 360 Cap. 147. Investment and lAmn Societies. 33 Vic. default, or wli<» uetrlects to pay the nuinl)or of instalments or monthly siihscrijitions fixed l\v any stipnlation or hy-law. :in. In case any paymen':, either on account of subscriptions, instalments, fines, or for exjuMises in relation to any security or other- wise is due or payable to any such society from any member thereof, the same may be recovered by action or suit in tlie usual maimer. 20. In case a sub-coiii littee of directors is appointed for any particular purpose, the powers delei^^ated to them shall be reduced to writing, and entered in a bool* by the Secretary or clerk of the Society, 21. The Directors shall choose a President and Vice-President, and they shall, in all thin<;s dele^ attending the management of the Society; and shall from time to time, when necessary, elect such persons as may be necessai-y for the j>urt>oses of the Society, for the time and for the purpose expressed in the rules of the Society, and shall, froni time to time, for incompetence or misbehaviour, discharge such persons and ajipoint others in the room of those who vacate, die or are discharged. 2»». Every such officer or other person appointerporate bodies. Femetf coverte^ and infants may hold shares in any society incorporated under this Ordinance, in the same manner as male adults, and for tlie purpose of dealing with such ;iiare8 shall be considered as femes so/es, or male adults, respectively ; and this Ordinance shall be construed i>i the most ])eneiicial manner for promoting the ends thereby intended — but no fhne coverte or infant shall be a director of any such society. Jtl. Every such society may invest any surplus funds in the stock of any chartered baidc in, or other public security of the colony ; and all dividends, interest, and proceeds aiising therefrom shall be brought to account and be applied to the use of tlie society, according to the rules thereof. ip' 362 Cap. 147. Investment and Loan /Societies. 33 Vic. pi M 32. Every sucli society hy its rules, regulations or by-laws author- ized to borrow money, shall not borrow, receive, take or retain otlier- wise than in stock and shares in such society, from any person or persons any greater sum than three- fourths of the amount ot capital actually paid in on unadvanced shares, and invested in securities or in property by such society; ami the whole of the property and capital of the socio ty shall be liable lor the amount so borrowed, received or taken by any such society. 33. Any such society may liold absolutely real estate for the pur- poses of its place of business, not exceedi])^!; tiie anm.al value of tluve thousand dollars in any one place, exclusive ji the im])rovements which may be made by any such society thereon. 34. S.iCi society shall not be bound to see to the execution of any tnist, whether expressed, implied or constructive, to which any share or shares of its stock may be subject, and the receipt of the party in whose name any such share or shares stand in the books of the '"ociety, or if siich share or shares stand in the names of more parties tlian one, the receipt of one of the j)arties shall front time to time be a sufficient discharge to the society for any payment of any kind made in res])ect of such share or shares, notwithstanding any trust to which such share or shares may then be subject, and whether or not such scjcie- ty has had notice of such trust, and the society shall not be bomid to see to the application of tlie mc)ney paid upon such receipt. 35. Such society may advance to members, otlier tlian any or cither of the directors thereof, on the security of miadvanccid shares in permanent stock of the said society or of real property, any portion of the funds of such society not exceeding the amount in value of sucli unadvanced shares or of such real property, and may receive and take from any person or persons, or bodies corporate, any collateral, further or additional security for any acivances made as aforesaid : rrttvided that it is agreed that any building or other permanent improvement sliall be phiced on any such real property as aforesaid, >vith the moneys or any portion thereof to be advanced by such society, the value of such building or permanent improvement may be estimated in appraising the value of such real property, if a bond is given to such society for the purpose of securing the erection of such l)uilding or the making of such permanent improvement. [No. 1(55, Kevised Statutes, sec. 5.] 30. No. portion of the funds of any society established under this Ordinance shall be advanced tt) any or either of the directors of such society, nor to nor for his nor their use, upon any securitvor otherwise ; and should any advance be made contrary to the spirit of this Ordinance the director or directors receiving the same shall forfeit to the said society a sum equal to ten times the amount so advanced, and shall cease to be a director of such society. 3*7. Every such forfeit or fine may be recovered before a Stipen- diary Magistrate of British Columbia in a summary way, by warrant of distress of the goods and chattels of such director or directors. In case of default of payment of such forfeit or fine and of the insufficiency of 1869. Investment and Loan Societies. Cap. 147. 303 Bucli distroHB, such director or directors bIuiII be liable to iniuriBotuiient for a term not exceedin<^ twelve calendar montliH, at the discretion of the Magistrate who shall have issued the warrant of distress. WH. In case any director or urpose of exaininiTig into the afi'airs of the society. The ini«rj)ectors so appointed shall have the same powers and perform the same duties as ins])ectors appointed by the (lovernor or ofiicer administering the (lOveniment with this exception, that in- stead of making their report to the Colonial Secretary, they shall make the sa. 'n such manner and to such persons as the society in general meeting oirects, and the officers and agents of society .shall incur the same penalties in case of any refusal to produce any book or document to such inspectors or to answer any questions as they Mrmld have incurred if such inspectors had l»cen appointed by the Governor. IHOO. Inventtrvfit ttnd Loan Soei^'fU'a. Cap. 147. 3r>5 47. A I'opy of the report of any inspectorn appointed under this Ordinance authenticated by the seal of tlie 80(Mety into wliose affairs they have made inspection, shall he adinissahle as evidence in any legal proceeding. 4H, All offeiu'ce under this Ordinance other than those provided for by sec. 37 ed for the service thereof, and in proving service of such document, it shall be sufficient to ])rove that such document was properly directed, and that it was sent as a prepaid letter into the post office. (No. 165, Revised Statutes, s. 12.) 53« All notices directed to be given by the societies shall, with respect to any share to which persons are jointly entitled to, be given to whicluiver of the said persons is named first in the register of the societies, and notice so given shall l)e sufficient notice to all proprietors o'f such share. *>4« All notices required by this Ordinance to be given by adver- tisement, shall be advertized in a now.spaper circulating in the city or district in which the registei-ed office of the society is situated. 55. The ])i-ovisions of any Ordinance or Act for the time being in force in Pritish Colnndua. relating to the winding up of companies, shall apply to all societies incorporated imder this Ordinance. 56. A promisssory note, or bill of exchange, or a receipt or other It' r ,1 i I f [ I J S^r IMAGE EVALUATION TEST TARGET (MT-3) // %// % A .<;^ .^%^^ r/j fA 1.0 I.I UAIM 125 |5o ■^" H^B 111 tii 12.2 1^ 1.8 1.25 111.4 11.6 /} *.^«^ ^^M '/ /A '^./<> ''¥^'^^' L

. The word '* society," in the foregoing sections of this Ordinance, shall be understood to include and to mean any society, company or institution established under the provisions and authority of this Ordinance ; the word rules to include rules, orders, by-laws and regulations ; and whenever in this Ordinance, in describing or referring to any person or party, matter or thing, any word importing the masculine gender or singular number is used, the same shall be under- stood ti) include and shall be applicable to several persons and parties, as well as oiie peimm or party, and females as well as males, and bodies corporate as well as individuals, and several matters and things as well as one matter or thing, unless it otherwise be provided, or there be something in the subject or context repugnant to sucli construction. The term " real property," shall include chattels real as well as real estate. 60. This Ordinance may be cited, for all Investment and Loan Societies' Ordinance, 1869." purposes, as " the f BANKS AND BANKING. The Act thirty-fourth Victoria, chapter five, intituled, " An Act relating to Banks and Banking," with the amend- ments made by subsequent Acts * Incorporated with it so as to form one Act. Section. Section. Preamble. 1. Charters continued to ist July, i And to 1st of July, 1891. 2. To what banks the Act applies. 3. Matters to be provitled for in special Act. 4. Branches and agencies. 5. Increase of capital. 6. I low to l)e allotted. 7. Conditions previous to commencing busi ness by new banks. 8. Amountand denoniinalion of bank notes; Notes to be first charge on assets. 9. Redemption of notes. Payments in Dom inion Notes. 10. Dividend not to impair capital ; Capital lost to be made up. 1 1. Dividend limited unless ther« is a certain reserve. 12. Lists of shareholders to be laid before Parliament. 13. Monthly returns to Government ; How attested ; Special returns may be called for. 14. Part of resarve to be in Dominion Notes. 15. Exemption from bank tax. 16. .Supply of Dominion notes. l6rt Offices of redemption at certain cities ; Proviso : under 34 V., c. 6, s. 19. 17. Subscription and transfer of stock irf United Kingdom. 18. Payment of shares ; Proviso. 19. Shares and transfer thereof; Sale o shares under execution. 20. List of transfers to be kept. 21. Transmission of shares otherwise than by transfer ; how authenticated Proviso ; Proviso. 22. Transmission by ni.arriage of female shareholder. 23. Transmission liy decease. 24. Further provision in such case. 35. Provision in case of douiU as to person entitled ; Proviso ; Proviso. 26. Bank not bound to see to trusts ; Execu- tors and trustees not personally liable ; Exception . 27. Votes on shares ; Konewal of proxies. 28. By-laws m.iy be made ; Qualification of director ; Klccti(m ; Discounts to direct" ors ; Certain l)y-laws continued. 29. Special gener.il meeting^. 30. iJijard of directors ; Notice ; Proxies j \'.aca»cies ; Kieclion of president, &c, 3CW Sections 27, 29 and 30 explained. 31. Provision in case of failure of election. 32. (Quorum, itc. a. (ieneral [K)wers of directors ; Proviso ; Proviso ; 34. Calls, and iiow enforced by action ; Proviso. 35. Calls, and how enforced by forfeiture ; Proviso. 36. .Stalenient to be laid before annual meet- ing. 37. Insjiection of books, &c, 38. Dividends. 39. Real estate for occupation. 40. Business of the bank defined. 41. Mortgages as additional security. 42. Purchase of land under execution, &c. 43. Absolute title may be acquired ; Proviso. 44. Power of i^ile, &c. 44a, As to advance for building ships. 45. Interpretation of various terms. 46. Warehouse rec(»i|)ts may be taken as collateral security ; Proviso ; exchange of warehtjuse receipts for bill of lading and vici; versa. f 47. When warehouseman, &c., is also the owner ; sale of goods on non-jadyment of debt. 48. As to goods manufactured from articles pledged. 49. Prior claim of the bank over unpaid vendor. 50. Notice to be given before sale of goods pledged as aforesaid. 51. Lien of i)ank on stock for overdue debts; jirovision as to collateral security ; pro- viiioB may Ue varied, 52. No penalty for usury ; recital ; no instru- ment to be void on ground of usury j as to innocent holders. • 35 v., c. 8 and 44 v., c. 9. 536 v., c. 43 ; 38 v., c. 17 ; 40 V., c. 44 ; 42 V., c. 45 ; 43 V., c. 2a U 25 368 Banks and Banking. B«c:tinn. 53. Collection fees. 54. Agency fees. 54rt Deposits may be received from persons unalilc to contract ; proviso, amount limited ; bank not bound to see to trusts in relation to such deposits. 54^ Non-juridical days. 55. Honds, notes, &c., how and by whotii to be signed ; proviso. 56. Notes may be signed by machinery. 57. .Sus|H;nsion for ninety days to constitute insolvency. 58. Lial)ilily of shareholders in case of in- sufficiency of assets ; calls in such case ; proviso : as to directors ; proviso ; as to banks en comwandile. Liability of shareholders who have transferred their stock. Knibezzlement of bonds, iSrc, felony. Fraudulent preference, a misdemeanor. 62. Making false stalemenls in returns, a misdemeanor. Refusal to make calls under s. 58, a misdemeanor. Giving false receipts by warehousemen, &c., a misdemeanor, l-'alse statements in receipts under s. 46, a misdemeanor. Offences by members of a partnershin. 66•////« yiwi' evidence of own- ership. 14. Other liability of agents not to l)ea(Tected. 15. Consctiuencesofdercliction; misdemeanor 16. Aiders, &c. 17. When agent not liable criminally. 18. Conviction not admissible in evidence. 19. Admissions under oath not admissible in evidefice against the party. 20. Owners may redeem goods pledged. 21. Remedy of owner against the estate of an agent l)ankrupt. 22. Interpretation clause. 23. This Act not to affect transactions prior to 28th July, 1847. 24. Act to relate to 28th July, 1847. SCHEDULE H. Hanks whose charters are continued. WHEREAS it is desimblc tliat the provisions relating to the Incor- l)()ration of Banks, and tlie hiws rehvting to lianking, sliould be embraced as far as practicable in one general Act ; Thereforo Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows : — 1. The Charteri? or Acts of Incorporation of the several Btinks enumerated in the Schcdtde li to this Act (including any amendments thereof now in force) are coutinuedas to their Incorporation, the amount of capital stock, tiie amount of each share of such stock, and the chief place oi business of each respectively, until the first daj' of July in the year of our liOrd one thougand eight hundred and eighty-one, subject to tlie right of any sucli Bank to increase its capital stock in the manner hereinafter provided ; and as to other uiirticulars this Act shall form and ue the Charters of the said Banks respectively, until the first do of July, 1881, and Banks and Banking. 369 the provisions thereof shall apply to each of them respectively, and their present Charters shall be repealed, except only as to the matters for wliich the said Charters arc above continued until the day last aforesjiid ; and 2. The said Charters or Acts of Incorporation of the several Ranks mentioned in the Schedule H to this Act, to all which this Act ap]>lie8, are hereby continued and shall remain in force, subject to the provisions of this Act, until the first day of -July, in the year of our Lord one thousand eight hundred and ninety-one, except in so far as they or any of them may be or become forfeited or void under the terms thereof or of this Act, or any other Act, jiassed or to be passed in that behalf, by non-performance of the conditions of such CJharters respectively, insol- vency or otherwise. 34 V., c. 5, s, 1, and 43 V., c. 22, s. 11. 2. The provisions of this Act shall apply to any l?ank to be here- after incorporated (which expression in this Act includes any liank in- corporated by any Act passed in the i)rescnt Session or in any future Session of the Parliament of Canada), whether this Act is specially mentioned in its Act of Incorporation or not, as well as to all Ranks and their branches in any part of Canada (except where otherwise ex- prcssely mentior'»d) whose Charters are hereby continued, l)Utnottoany other, unless ex led to it under the special provisions hereinafter made. 34 V., c 6, s. 2. 3< The capital stock of any new Uaiik, the amount of each share, the name of the Bank, and the place whert! its chief ottico shall be situ- ate, shall be declared in the Act of Incorporation of any Bank to be hereafter incorporated. 34 V., c. 5, s. 3. fiKNERAL RKOri.ATIONS. 4« The Bank may open branches or aji^encies and ofKccs of discount and deposit and transact business at any place or places in the Dominion. 34 v., c. 5, 8. 4. 9* The capital stock of the Bank may be increased, from time to time, by the shareholdei"8 at any annual general ineetinii^, or any general meeting specially called for that purpose ; and such increase may be agreed on by sucii proportions at a time as the shareholders shall deter- mine, and shall be decided by the majority of the votes of the share- holders present at such meeting in person or represented by proxy. 34 v., c. 5, s. 5. 6. Any of the original unsubscribed capital stock, or the increased stock of a l?ank, shall, when the directors so determine, be allotted to the then shareholders of the Vnmkpro rata, and at such rate as shall be tixed by the directors, provided always that no fraction of a share shall bo so allotted ; and any of such allotted stock as shall not be taken up by the shareholder to whom such allotment has been made, within three months from the time when notice of the allotment has been mailed to his address, may be opened for 3ubscription to the public, in such man- ner and on sucn tenns as the directors shall prescribe. 34 V.,c. 5, s. 6. •7. No Bank to be hereafter incorporated, unless it be otherwise provided by its Charter, shall issue notes or commence the business of 370 Banks (md Banking. Banking until five hundred thousand dollars of capital have been bond Jide MihticrWK'*] and one hundred thcMiwuid dollai>i havi! heen hand fide paid up, nor until it shall have (thtained fmni the Treanury I»oard a cer- tificate t«t that etTeet, which certificate shall he granted l»y the Treasuiy !lt»ard when it is proved to their satisfaction that such amounts of caj)- ital have heen bond fide suhscrihcd and i)aid respectively ; and if at least two lumdred thousand dollars of tlie suhscrihed capital of such Bank has not been ])aid uj) before it shall have connnenced business, such further amctunt as shall be re(piired to complete the said sum shall be called in and paid up within two years thereafter, and it shall not bo necessary that more than two hundred thousand dollars of the stock of any bank, whether incorporated In'fore or after the passing of this Act, be paid u]) within anv limited period from the date of its mcorponition. 34 v., c. 5, s. 7. S. The amount of notes intended for circulation, issued by the I'ank and outstiuuling at any time, siiall never exceed the amount of its unimpaired paid up capital : No such note f(»r a sum less than five dollars, or for any sum not being a multiple of five dollars, shall be issued or re issued l»y the Uank, and all notes for a less sum than five dollars, or not being such midtiple as aforesaid, heretofore issued shall be called in and cancelled as soon as may be practicable. 34 V., c. 5, s. 8 ; as araended by 43 V., c. 22, s. 12. 2. The payment of the notes issued by the Iknk and intended for circulation, then outstanank in case of its insolvency. 43 V., c. 22, s. 12. II. The Bank shall always receive in payment its own notes at par at any of its offices and whether they be made ])ayable there or not ; but shall not be bound to redeem them in specie or Dominion notes at any place other than where they are made [>ayal)le ; tliC place or one of the places at which the notes of the Bank shall be made payable shall always be its chief seat of business. 34 V., c. 5, s. 9. 2. The Bank when ixuiking any payment shall, on the request of the person to wliom the payment is to be made, pay the same, or such Eart thereof not exceeding fifty dollars as such person may i-ecpiest, in )ominion notes for one or for two dollare each, at the option of the receiver. 43 V., c. 22, s. 12. 10. No dividend or bonus shall ever be made so as to impair the >aid-up capital, and if any dividend or bonus be so made, the directors cnowinglyand wilfully concurring therein, shall bo jointly ami severally iabie for the amount thereof, Jis a debt due by them to the Hank ; and if any part of the paid up capital be lost, the directors shall, if all the erbscribed stock be not paid up, forthwith make calls upon the share- lolders to an amount equivalent to such loss; and such loss (and the calls, if any) shall be mentioned in the return then next made l)y the Bank to the Government ; provided that in any case where the capital has been impaired jvs aforesaid, all net profits shall be applied to make good such loss. 34 V., c. 5, s. 10. 11. No division of profits, either by way of dividends or Iwnus, or Banki< and Hanking. 371 both combined, or in any other way, uxceedlnfr the rate of ei^ht per cent. |)cr aniuini, shall he paid hy the Jiank, nnless after payinj^ the same, it shall have a rest or reserved fnnd eijiial to at least twenty per cent, of its paid up eapital, deducting' all hud and doubtful debts before aUcnhiting the amount of such rest. 84 V., c. 5, s. 11. 12, Certified Hsts of the sliareholdei-s(or of the princi])al |)artners, if tlie Bank bo en commandite), with their ailditionsand residenees, and the number of shares tliey respectively ludd, shall be laid before Parlia- ment every year, within fifteen days after the t»pening of the Session. 34 v., c. 5, s. 12. 13< Montlily retunis shall be made by the Bank to tlic Govern- ment in tlie foll(»wing form, and shall be made up witliin the first ten days of each month, and shall exhibit the condition of the Hank on the last juridical day of the month preceding: and such monthly returns shall be signed by tlie eliief accountant, and by the president or vice- president, or the director (or, if tlie IJank be en commandite, the jH'incipal partner) then .icting as president, and by the manager, eashicr, or other principal otticer of the Dank at its chief seat of business: — UtrrrRN of tln) Liabilities aiul Assets of tlio on the day of A.D. 18 Capital authorized % Capital subscribed % Capital paid up ^ LIABILITIES. 1. Notes in circulation % 2. Dominion (ioveniment deposits payable on Uaiik. or to other P)ank6 or Agencies in the I'nited Kingdom 14. Liabilities not included under foregoing heads .... - : 372 Bankit and Banking. 1. 2. .'J. 4. 5. i\. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. A84BTS. Specie Dominion Notes Notes of and cliecks on other lianks Uiilaneea due from otlier 1 Junks in Canada JJalant'oH due fronj Agencies of the liank, or from other Hanks or Agencies in foreign ctmntries. . Balances due from Agenci .-s of the iJank, or from other iJanks or Agencies in the Ignited Kingdom Dominion (iovernment debentures or stock Provincial, IJritish or Foreign or Colomul ptd)lic securities other than Canadian Loans to the Goverimient of the Dominiou Loans to Provincial Govemmonts Loans, Discounts or advances for which stock, bonds or debentures of Municipal or other Corporations, or Dominion, Provincial, British or Foreign or Colonial public securities other than Canadian, are held as collateral securities Loans, discounts or advances on current account to Municipal Corporations Loans, discounts or advances on cun*ent account to other Cori)oration8 Loans to or deposits made in other J'anks secured. Loans to or deposits made in other liunks unsecured. Other current loans, discounts and advances to the public Notes and bills discounted overdue and not specially secured Other overdue debts not specially secured Kotes and bills discounted overdue and other over- due debts secured by mort^jage or other deed on real estate, or by dcjiosit of or lien on stock, or by other securities Real estate, the property of the Bank (other than the Hank premises) Mortgages on real estate sold by the IJank Baidv premises ( )thc'r assets not included under the foregoing heads Aijgrogate amount of loans to and liabilities, direct or indirect, of directors, and Ilrms or partnei-ships in which they or any ol them have any interest, % Average amovmt of specie held durin'^ the month, $ Average amount of Dominion Notes held during the month, $ Bank* and Dunking. 373 T ficelare tliat the above Return lias hceii ])rci)arc(l iiiuler my direc- tiuus, and is correct accordinu to the Uooks of the Daiik. ^ E.F, Chief Accmmtant We declare that the forej^oinj; return is made up from the hooks of the Hank, and that to the best of our knowledj^e and belief it is cor- rect, and shews tndy and clciarly the linancial pcmition of the Bank; and we further declare that the li:udv has never at any time during the period to which the said return relates, held less than forty per cent, of its cash reserves in Dominion Notes. {Place) this day of A. B., President. C. D., General Manager. In additioji to the returns specilied in this section, the Minister of Finance shall also have power to call for spucrial Returns from any par- ticular Haidv, whenever, in liis judgment, the same are necessary in order to a full and complete kiu)wled<^o of its condition, 34 V., c. 5, 8. 13, aa amended by 43 V., c. 22, s. 4. II. The I'ank shall always hold, jus nearly as may be practicable, one-half of its cash reserves in Duminion Notes, and the proportion of such reserves held in Dominion Notes shall never be less than forty per cent, thereof. 34 V., c. 5, s. 14, as amended by 43 V., c. 22, b. 3. 15. Every Hank to which this Act applies shall be exempt from the tax now imposed on the average amount of its notes in circulation, to which other Hanks will continue liable, and from the (obligation to hold any portion of its capital in Government Debentures or Debentures of any kind. 34 V., c. 5, s. 15. 10. The lleceiver General shall make arrangements as may be necessary for ensuring the delivery of Dominion Notes to any Bank, in exchange for an etpiivalent amount of specie, at the several olHces at which Donn'nion Notes will be redeemable, in the cities of Toronto, Montreal, Halifax and St. John (N.H.), respectively. 34 V., c. 5, s. 16. 16a. The (Tovernor may, in his discretion, establish branch offices of the Receiver General's Department at Winnipeg, Charlottetown and Victoria, respectively, or any of them, for the redemptioii of Dominion Notes, or may make arrangements with any chartered bank or banks for the redemption thereof at the said cities, in like manner as he may now do at the cities of Montreal, Toronto, Halifax and St. John (N.B.), and under like provisions : Provided that any Assistant Receiver General appointed, at any of the said cities, under the Actot the thirty-fourth A ictoria, cha})ter six, shall be an agetit for the issue and redemption of such notes. 4.'3 V., c. 13, s. 4. INTERNAL REOULATIONS. Shares and Shareholders. IT. Books of subscription may be o])ened, and shares of the capi- tal stock of the Bank nuiy be made transferable, and the dividends 874 Banks and Banking. accruing tliorcon may be iiiado payultle, in the Ujiited Kini^oin of (treat Hritiiin and Iivhind, in like manner as buuIi uliares and uividends are re«pectively made transferable and payable at the head otfico of the IJank ; and to that eml the Directoi-s may, from time to time, determine the i>ro|M>rtiun of the shares which will be so transferable in the United Kingdom, and make snch rnleH and regnlations, and Srescribe snch forms, and appoint snch agent or agents, as they may cem ncceBsary. 34 V, c. 5, s. 1 7. \H* The shares of the capital stock shall be paid in by such instal- ments, and at such times and places as the Directoi's shall appoint, and executore, admin isrratore and curatoi*s paying the instalments upon the shares of deceased sharelioldors sIkjII be and are re8j)cctively indemnified for paying the same ; Provided always, that no share or shares shall be helcl to be lawfully subscribed for, unless a sum cfjual to at least ten l>er centum on the amount subscribed for be actually paid at the time or within thirty days after the time of subscribing. 34 V., c. 5, b. 18. lO. The shares of the capital stock of the Bank sljall be held and adjudged to be pei*8onal estate, and shall be assignable and transferable at the chief place of busines. of the Bank or at any of its branches which the Directors shall appoint for that purpose, and according to such f«>rni as the Dircctoi-s shall prescribe ; but no assignment or transfer shall be valid unless it be made and registered and accepted by the party to whom the transfer is made, in a l)Ook or books to be kept by the liirectors for that purpose, i or until the person or persons making the same shall, if required by the Bunk, ))reviously discharge all his, her or their debts or liabilities to the Bank, which may exceed in amount the remaining stock, if any, belonging to such pereon or persons valued at the then current rate ; and no fractional part or parts of a share, or less than a whole share shall be assignable or transterable. When any share of the Siiid capital stock shall have been sold under a writ of execution, the otricer by whom the writ shall have been executed shall, within thirty days after the nale, leave with the cashier, manager, or other ofWcer of the Bank, an attested copy of the writ, with the certificate of such oflicer endoi-sed thereon, certifying to whom the sale has been made, and thereupon (but not till after all debts and liabilities of the holder or lujlders of the share to the Bank, and all liens existing in favor of the liank thereon, shall have been discharged as hereinafter provided^ the ^ resident, Vice-President, Manager or Cashier of the Bank shall execuie the transfer of the share so sold to tiA |Mirchaser : and such transfer being duly accepted, shall be, to all inteii;- and purposes, as valid and eilectual in law as if it had beeu executeil by ;!ie holder or holders of the said share — any law or usage to the contrary notwithstanding. 42 V^, c. 45, s. 1. {Suhtstituted for 34 v., c. 5, s. lU.) 20. A list of all transfers of shares registered each day in the books of the I'ank, showing the parties to such transfers and the num- ber of shares transferred in each case, shall be made up at the end of each day jnid kept at the chief office of tlio bank for the inspection of its shareholdei-s. 34 V., e. 5, s. 20. 21. If the interest in any share or shares in the capital stock be- Hanks and Banking. 375 of of comes tmn«inittod in con8e<|neiiceof tli«><]cat1i or hanki-nptoy or iiiftolv- cijcy of any »harc'liol(lor, or in con8e«|Uencu of the marriage of a feinalo sharoholdur, or by any other lawful means than l>y a transfer according to the proviHions of tliis Act, sjich tran^niission whall l»e autlieiiticatea by a declaration in writing, as hereinafter mentioned, or in such other manner as the Directors of the Hank »ihall reank, who shall thereui>on enter the name of the party entitled under such transmission in the liegistry of shareholders ; and until such transmission shall have l)een so authenticated no i)arty or person claiming by virtue of any such transmission shall be entitled to receive any share of the profits of the Bank, or to vote in respect of any such share or shares: Provided alwavs, that every such declaration and instrument as by this and the following section of this Act is required to perfect the transmission of a share or shares in the IJank which shall be made in any other country than Canada, or some other of the liritish colonies in North America, or in the United Kingdom of (ireat l»ritain and Ireland, shall be further authenticated by tlie British Consul or Vicc-Consul, or other the accredited representjitive of the British Gov- ernment in the country where the declaration shall be made, or shall be made directly before such British Consul or Vice-Consul or other accredited representitive : and provided also, that nothing in this Act contained shall be held to debar the Directors, Cashier or other officer or agent of the Bank from requiring corroborative evidence of any fact or facts alleged in any such declaration. 34 V., c. 5, s. 21. 23« If the transmission of any share of the capital stock be by virtue of the marriage of a female shareholder, the declaration shall 1x3 accompanied by a copy of the register of such marriage, or other par- ticulars of the celebration thereof, and shall declare the identity of the wife with the holder of such share, and shall be made and signed by such female shareholder and her husband : and it shall be competent to them to include therein a declaration to the effect that the share trans- mitted is the sole proj)erty, and under the sole control of the wife, that she may receive and grant receipts for the dividends and profits accru- ing in respect thereof, and dispose of and transfer the share itself, without re<|uiriiig the consent or authority of her husband ; and such declaration shall be binding upon the Banlc and the parties making the same, until the stiid parties shall see fit to revoke it by a written notice to that effect to the Bank ; iuid further, the omission of a statement in any such declaration, that the wife making the same is duly authorized by her husband to make the same, shall not cause the declaration to be deemed either illegal or informal ; any law or usage to the contrary notwithstanding. 34 V., c. 5, s. 22. 876 Banks and Banking. 38. If the triinsiiiibtiion have taken plucc by virtue of any tu8t- arnentary iiiHtnuneiit, or hy iiite8tacy, tlie prulxate uf the will, ur any letters uf aihniniBtratiun, ur act uf euraturBhip, or an utticial extract therufruni, shall, together with sucli ileclaration, be pruduced and loft witli the Cauhier, or other officer ur agent uf the l>ank, who shall, thereupon, enter the name of the |>artv entitled under snch tninHniiH- sion, in the register of Hhareliolders. 34 V., c 5, s. 23. 24. If the transnii^hiun of any ttharc (»r shares of the uipital stock of the Hank be by the decease of any shareholder, the production to the Directors and the deposit with them of any authenticated coi>y of the probate of the will of the dece;iscower to grant such probate or letters of administration, or by any prcro- fative, diocesan or peculiar Court or authority England, AVales, reland, or any British Colony, or of any testam. : tcstamen^^ary or testament dative, expede in Scotland, or, if the dece!i«ed shareholder shall have died out of Ilor Majesty's (iominiuns, the production to and dejwsit with the Directors of any authenticated copy of the probate of his or her will or letters of administritiuu of his or her property, or other documents of like import granted by any Court or authority having the requisite ])owerin such matters, shall l>e sufficient justification and authority to the Directors for ])aying any dividend, or transferring, or authorising the transfer of any share or shares, in pui'suance of and in conformity to such probate, letters of administration, or other such document as aforesaid. 34 V.,c. 5, s. 24. *2Si. Whenever the interest in any share or shares of the ca]>ital stock of the l>ank shall be transmitted by the death of any shareholder or otherwise, or whenever the ownership of or lejj^l right uf possessi(tn in any such share ur shares shall change by any lawful means other than by transfer, according to the provisions of this Act, and the Directors of the l>ank shall entertain reasonable doubts as to the legality of any claim to and upetition, establish his right to the several shares referred to in such {Xitition ; and the delays to plead and all other proceedings in such cases shall be the same as those observed in analogous cases before the said SujMjrior Courts : Provided also, that the costs and expenses of procuring such order and adjudication sliall be paid by the party or parties to whom the said shares Jianh and Banking 377 •hall be declare*! lawfully to belong, and such sliariw eliall n()t Ik; trans- ferrcU until diich e(^>8tH and uxpunscs bu paid, saving tbc recuui>c uf ■uch party against any party cuntusting his riglit. 34 V., c. 5, s. 25. 36. Tlio Bank slmll not bu bonnd to t«eu to the execution of any trust, whether expre88ee liable in like manner and to the same extent as the testa- tor, mtcstate, ward or person interested in such trust-funds would be, if living and competent to hold the stock in his or her own name; and if the trust be for a living j)erson, such person shall also himself or her- self be liable :is a shareholder ; but if such testator, intestate, ward or person so represented is not so named in the books of the IJank, the executor, administrator, guardian, or trustee shall be personally liable in respect of such stock, as if he or she held it in his or her own name as owner thereof. 43 V., c. 22, s. 2. 27* Each shareholder in the Bank shall, on all occasions on which the votes of the shareholders are to be taken, have one vote for each share held by hi»n for at least thirty days l)ufore the titne of meeting. Shareholders may vote by proxy, but no person but a shareholder shall be permitted to vote or act as such proxy ; and no Manager, Cashier, Bantc Clerk, or other subordinate officer of the J3ank shall vote either in person or by proxy, or hold a proxy for that pur})o8c. All (pies- tions proposed for the consideration of the said shareholdei's shall be de- termined by the majority of their votes ; the (chairman elected to pre- side at any such meeting of the said shareholdei-s shall vote as a share- holder only, unless there be a tie, in which case (except as to the elec- tion of a Director) he shall have a Ciisting vote r and where two or more persons are joint holders of shares, it shall be lawful that one only of such joint holders be empowered by letter of attorney from the other joint holder or holders, or a majority of them, to represent tlie said shares, and vote accordingly ; and in all cases when tlie votes of the shareholders are taken the voting shall be by ballot. 34 V., c. 5, 6. 27 ; and sees. ZOa as to payment of calU. * 2. No appointment of a proxy to vote at any meeting of tlie share- holders of the Bank shall be valia for that purpose, unless made or re- newed in writing within the three years next preceding the time of such meeting. 43 Y., c. 22, s. 12. 378 Ba/nka and Banking. 28. The shareholders in the Bank shall have power to rcgnlate by by-law the following matterK incident to tliu management and ad- ministration of the affairs of the Bank, viz : the qualification and num- ber of the directors, which sliall not be less than five nor more than ten, and the quorum thereof ; the inetliod of tilling up vacancies in the Board of Directors whenever the same may occur during each year ; and the time and proceedings for the election of directors, in case of a failure of any election on the day appointed for it:— the remuner- ation of the President, Yice-rresident and other directors ; and the closing of the transfer book during a certain time not exceeding fifteen days, before the payment of each semi-annual dividend :— Pro- vided that no director shall hold less than three thousand dollars of the stock of the Bank, when the paid up Capital thereof is one million dollars or less, nor less than four thousand dollars of stock when the paid up Capital thereof is over one million and does not exceed three millions, nor less than five thousand dollars of stock when the paid up Capital thereof exceeds thi-ec millions ; the Directors shall be elected annually by the shareholders and shall be eligible for re-elec- tion ; Provided that the foregoing provisions, tonching Directors, shall not apply to a Bank en Gontrnandite, which shall in these matters be governed by tiie provisions of its Charter. The shareholders (or if the Bank be en commandite, the princii)al partners), may also regulate by by-law the amount of discounts or loans which may be made to Direc- tors (or if the Bank be en commandite to the principal partners), either jointly or severally, or to any one firm or person, or to any shareholder or to corporations ; Provided that until it is otherwise ordered by by- law under this section, the by-laws of the I^ank on any matter which can be regulated by by-law under this section, shall remain in force, except Jis to any provision fixing the qualification of Directors at an amount less than that hereby prescribed ; and no person shall be a di- rector unlets he possesses the number of shares hereby required or such greater number as may be required by any by-law in that behalf. 31 v., c. 5, 8. 28. 20. Any numbank, and shall also have power to appoint as many officers, clerks and servants for carrying on the said Inisinoss, and with such salaries and allowances as to them may seem meet ; and they may also appoint a Director or Directors for any branch of tlie Bank : Provided always, that before permitting any cashier, officer, clerk or servant of the ]?ank to enter upon the duties of his office, the Directors shall require him to give bond or other security to the satisfaction of the Directors, for the due and faithful ]ierformance of his duties ; Provided also, that all by-laws of the Bank lawfully made before the passing of this Act, as to any matter respecting which the Directors can make by-laws under this section (including any by-laws for establishing a guarantee fund for the employees of the Bank) shall i-emain in force until they are repealed or altered by others made under this Act. 34 V. c. 5, s. 33. 34. The Directors shall have power to make such calls of money from the several shareholdei-s for the time being u])on the shares sub- scribed for in the Bank by them respectively, as they may find necessary, and in the corporate name of the Bank to sue for, recover and get in all siich calls, or to (jause and declare such shares to be forfeited to the iknk in case of non-payment of any such call ; and an action may be LiO'aght to recover any money due on any such call, and it shall not bo necessary to set forth the special matter in the declara- tion, but it shall be sufficient to allege that the defendant is holder of one share or more, as the case may be, in the capital stock of the Bank and is indebted to the Bank for a call or calls upon such share or Banks and Banking. 381 in id ■a- of ik or shares, in the sum to wliicli the call or calls amount, as the case may be, stating the amount and nimiher of such calls, whereby an action hath accrued to the Bank to recover the same from such defendant by virtue of this Act ; and it shall be sufficient to maintain such action, to prove by any one witness, (a shareholder being competent) that the defendant, at the time of making any such call, was a shareholder in the number of shares alleged, and to produce the by-law or resolution of the Directors making and prescribing sucli call, and to prove notice tliereof, given in conformity with huch by-law or resolution ; and it shall not be necessary to ])rove the appointment of the Dii'ectors or any other matter whatsoever ; provided that such calls shall be made at intervals of not less than tliirty days, and upon notice to be giv( ii at least thirty days prior to the day on which such call shall be [layable : and no such call shall exceed ten per cent, of each shaic subscril)ed. 3i v., c. 5, s. 3i. 35. Provided also, that if any shareholder or shareholdei"S refuse or neglect to pay any or either of ,the instalments upon his, her, or their shares of the said cajiital stock at the time or times appointed by such call, as afores;iid, such shareholder or shareholders shall incur a forfeiture to the use of the Bank of a simi of money efpial to ten per centum on the amount of such shares ; and, moreover, it shall be lawful for the Directors of the Bank (without any previous formality other than thirty days' public notice of their intention), to sell at public auction the saiu shares, or so many of the said shares as shall, after deducting +' reasonable expenses of the sale, yield a sum of money sufficient to | ^ the unpaid instalments due on the remainder of the said shares and the amount of forfeitm-es incurred upon the whole ; and the President, or Vice-President, manager or cashier, of the Bank shall execute the transfer to the purchaser of the shares of stock so sold ; and such transfer being accepted, shall be as valid and effectual in law as if the same had been executed by the original holder or holders of the shares of stock thereby transferred ; Provided always, that nothing in this section contained shall 1)e held to debar the Directors, or the shareholders at a general meeting, from remitting either in whole or in part, and conditionally or unconditionally, any forfeiture incurred by the non-payment of instalments as aforesaid, or to prevent the Banlc from enforcing the payment of any call or calls by suit in lieu of declaring the same forfeited. 3-A V., c. 5, e. 35. 30. At every annual meeting of the shareholders for the election of Directors, the out-going Directors shall submit a clear and full state- ment of the affairs of the Bank, containing on the one part the amount of the capital stock paid in, the amount of notes of the Bank in pircu- lation and not profits made, the balances due to other Banks and insti- tutions, and the cash deposited in the Bank, distinguishing deposits bearing interest from those not bearing interest — and on the other part, the amount of the current coin, ^he gold and silver bullion, and the amount of Dominion Notes in the vaults of the Bank, the balances due to the Bank from other Banks and institutions, the value of the real and other property of the Bank, and the amount of debts owing to the Bank, including and particularizing the amounts so owing upon bills of 882 Banks and Banking exchange,' discounted notes, mortgages, and other securities, — thus exhibiting on the one luind tlio liabilities of, or the debts due by the Bank, and on the other hand the assets and resources thereof ; and the said statement shall also exhibit the rate and amount of the last divi- dend declared by the Directors, the amount of reserved profits at the time of declaring the said dividend, and the amount of debts due to the Bank, overdue and not paid, with an estimate of the loss wliich will proljably accrue thereon. 34: V., c. 5, s. 36. * V7» The books, correspondence and funds of the Bank shall at all times be subject to the inspecttion of the Directors ; but no share- holder not being a Director shall be allowed to inspect the accounts of an}' person dealing with the Bank. 34 V., c. 5, s. 37. 38. It shall be tlie duty of the Directors of the Bank to make half-yearly dividends of so much of tlie profits of the Bank aa to the majority of them may seem advisable, and not inconsistent with the provisions of sections ten and eleven of this Act ; and to give public notice of the payment of such dividends at least thirty days previously. 34 v., c. O, 6. 38. POWERS AND OBT-IOATION8 OF THE BANK. Loans, Intero^t, Advances on Warehouse lieceipts, i&c. 39. The Bank shall have the power to acquire and hold real and immovable estate for its actual use and occupation, and the manage- ment of its business, and to sell or dispose of the same, and other property to acquire in its stead, for the same purposes. 34 Y., c. 6, s. 39. 40. The bank shall not, either directly or indirectly, lend money or make advances upon the security, mortgage or hypothecation of any lands or tenements, or of any ships or other vessels, nor upon the se- curity or pledge of any share or shares of the capital stock of the Bank, or of any goods, wares or merchandise, except as authorized in this Act ; nor shall the Bank, either directly or indirectly, deal in the buy ing and selling or bartering of goods, wares or merchandise, or engage or be engaged in any trade whatever, except aa a dealer in gold and silver bullion, bills of exchange, discounting of promissory notes and negotiable securities, and in such trade generally as appertains to the business of Banking ; nor shall the bank, either directly or indirectly purchase or deal in any share or shares of the capital stock of the Bank, except where it is necessary to realize upon any such share or shares held by the Bank as security for any pre-existing and matured debt. 34 v., c. 5, s, 40, as amended by 38 K., c. 17, s. 1. 41. The Bank may take, hold and dispose of mortgages and hypo- theqixes upon personal as well as real property, by way of additional security for debts contracted to the Bank in the course of its business ; and the rights, powers and privileges wliich the Bank is hereby declared to have or to have had in respect of real estate mortgaged to it, shall be held and possessed by it, in respect of any personal estate which may be mortgaged or hypothecated to it. 34 v ., c. 5, s. 41. 42. The Bank may purchase any lands or real estate offered for eale under execution or in insolvency or under the order or decree of a Banks and Banking. 388 &S8; red lair ich Court of Emiity as l)el^)nging to any debtor of tlie I'aiik, or exposed to sale by the Bank under a power of sale given to it for that purpose, in cases where, under similar circninstances, an individual could so purchase, without any restriction as to the value of the lands which it mav so pur- chase, and may acquire a title thereto as any individual purchjising at shorfiTs sale or under a power of sale, in like circumstances, could do, and may take, have, hold and dispose of the same at pleasure. 34 V., c. 5, 8. 42, as amended hy 43 F., c. 22, s. 5. 43* The Bank m.iy acquire and hold an absolute title in or to land mortgaged to it sia security for a debt due or owing to it, either by obtaining a release of the ecpiity of redemption in the mortgaged prop- erty, or by procuring a foreclosure in any Court of Chancery or of E([uity, or by other means whereby, as between individuals, an equity of redenq)tion can by law be Ijarred, and may purchase and ac<|uire any prior mortgage or charge on such land : Provided always, that no I'ank siiall hold any real or immovable property howsoever acciuired, fxcept such as shall be recjnired for its own use, for any period exceeding seven years from the date (»f the acquisition thereof. 34 V., c. 5, s. 43, a« amended hy 43 1'., <: 22, .v. T). ' 44. Nothing in any Charter, Act or law shall be construed iis ever having prevented or as preventing the Bank from acquiring and hold- ing an absolute title to and in any such mortgaged lands, whatever the value thereof may be, or from exercising or acting upon any power of sale contained in any mortgage given to it or held by it, authorizing or 34 V c. enabling it to sell or convey away any lands so mortgaged. 5, s. 44. *44a. Any Bank advancing money in aid of the building of any ship or vessel, shall have the eanie right of acquiring and holding security upon siich ship or vessel while building and when completed, either by way of mortgage, hypothec, hypothecation, privilege or lien thereon, or purchase , or transfer thereof, as individuals have in the pro- vince wherein such ship or vessel is being built, and for that pur])ose shall be authoriKcd to avail itself of all such rights and means of obtaining and enforcing such security, atid shall l>e subject to all such obligations, limitations and conditions, as are by the law of such pro- vince conferred or imposed upon individuals making such advances. 35 v., c. 8, s. 7. 45. For the puqiose of this Act, the words "goods, waros and merchandise," when used herein, shall bo held to comprise, in addition to the things usually understood thereby, timber, deals, boards, staves, saw-logs, and other lumber, petroleum, crude oil, and all agricultural produce and other articles of commerce ; and the words " warehouse receipt " when iised herein shall be held to mean any receipt given by any person, firm or company for any goods, wares or merchandize in his or their actual, visible and continued possession, as bailee or bailees, in good faith, and not as of his or their own property, and shall com- prise receipts from any person who is the keeper of any harbour, cove, • Thi8 section applisB only to the Provinces of Ontario, Quebec, Nova Scotia and New BruuBwick. 26 884 Ba^iJcs and Banking. pond, wharf, yard, warehouse, shed, storehouse, tannery, mill or other place in Canada, for goods, wares or merchandise being in the ])Iiice or m one or more of the places so kept by him, whether such person is engaged in other business or not, and shiill also coinprisn spccifiwitions of timber. The words " bill of lading," when used herein, shall com- prise all receipts for goods, wares or merchandize, accompanied by an obligation to transport the same from the place where they were received to some other place, whether by land or water, or partly by land and p*artly by water, and by any mode of carriage whatever ; and the words "ship or "shipment '■ shall be held to mean the delivery of any article for transport as aforesaid. 43 V., c. 22, s. 7. {Substituted for 34 v., c. 5, s. 45.) But see s. 47 as to cane where the owner is hiviself a warehouseman, dtc. 4tt. The Bank may acquire and hold any warehouse receipt or bill of lading as collateral security for the payment of any debt incurred in its favor in the course of its banking Inisiness ; and the warehouse receipt or bill of lading so ac(piired slmll vest in the Bank, from the date of the accpiisition thereof, all the right and title of the previous holder or owner thereof, or of the i)erson from whom such goods, wares and merchandize were received or acquired by the Hank if the ware- house receipt or bill of lading is made directly in favor of the Bank instead of to the previous holder or owner of such goods, wares and merchandize. And if the previous holder of such warehouse receipt or bill of lading be the agent of the owner of the goods, wares and merchandize mentioned therein, within the ineanmg of the fifty-ninth chapter of the Consolidated Statutes of the late I^rovince of Canada (which is contained in Schedule "A" a])pended to this Act, and wiiich, as respects such meaning shall apply to all the Pi-ovinces of Canadii), then tlie Bank shall be vested with all the nght and title of the owner thereof, subject to his right to huve the same re-transferred to him, if the debt as securitv for which they are held bv the Bank, be paid : Provided always, tfiat the Bank shall not aetiuire or hold any warehouse receipt or bill of lading to secure the payment of any bill, note or debt, unless such bill, note or debt be negotiated or contracted at the time of the acquisition thereof by the Bank, or upon the understanding that such warehouse receipt or bill of lading would be transferred to the Bank, but such bill, note or debt may be renewed or tl rime for the payment thereof extended without affecting such security. And on shipment of any goods, wares and merchandize for which a Bank holds a warehouse receipt, it may surrender such receipt and receive a bill of lading in exchange therefor ; or on the reception of any goods, wares and merchandize for which it holds a bill oi lading, it may surrenier such bill of lading, store such goods, wares and merchandize, and lv hold such material. 43 V., c. 22, s. 7. {S\ib- stiiutedfor 34 V., c. 5, s. 48. ) 4©« All advances made on the security of any bill of lading or warehouse receipt, shall give and be held to give to the Bank making such advances a daim for the repayment of sucii advances on the goods, wares or merchandize therein mentioned, or into which they have been converted, prior to and by preference over the claim of any unpaid ven- dor, any law, usage or custom to the contrarv notwithstanding. 43 V., c. 22, s. 7. {Substituted j^ or 34 V., c. 5, s. 49.) fSO. No sale without the consent in writing of the owner, of an}' timber, boards, deals, staves, saw-logs or other lumber, shall be made under tliis Act until, nor unless, notice of the time and place of fcuch sale shall liave been gi^'en by a registered letter, mailed in the ])ost office to the last known address of the pledger thereof, at least thirty days prior to the sale thereof ; and no goods, wares or merchandize, otiier than timber, boards, deals, staves, saw-logs or other lumber, shall be sold by the Bank under this Act without tne consent of the owner, until, or unless, notice of the time and place of sale has been given by a registered letter, mailed in the post ofnce to the last known address of the pledger thereof, at least ten days prior to the sale thereof ; and every sucli sale of any article mentioned in this section, without the consent of the owner, shall be made by public auction after a notice thereof by advertisement, stating the time and place thereof, in at least two 886 Banks and Banhing. newspapers published in or nearest to the phicc wliere the sjile is to be made ; and if such sale be in tlie Province of Quebec, tlien at hiiist one of such newspapers sliall bo a newspaper pub'islied in tlie Knank or by the officer of the Bank executing sucli transfer ; And nothing in tills Act contained shall prevent the Bank from acquiring and holding as collateral security for any advance by or debt to the Bank, or for any credit or liability incurred by the Bank to or on behalf of any person (and either at the time of such advance by, or the contracting of such debt to the Bank, or the opening of such credit, or the incurring of such liability, by the J^)ank), Dominion, Provincial, British, or Foreign public securities, or the stock, bonds, or debentures of Municipal or other Corporations except Banks ; and such stock, bonds, debentures, or securities, may in case oi default to pay the debt for securing which they were so ac(piirei>naltics on parties other than lianks, for taking, or fitijmhitjng, or payin;^ more ihan a eortain rate of interest, and doubts may arise as to the eifect of hucIi laws in certain cases, as to parties other than the I5ank, to neijotiable securities discounted, or otherwise ac(|uired and held by any Bank, -therefore it is declared and enacted that no promissory note, bill of exchanj^c, or other negotiable security, discounted by, or endorsed or otherwise assigned to any Bank to which this section applies, shall be held to be void, usurious, or tainted by usury, as regards such Bank or any maker, drawer, acceptor, indorser, or indorsee thereof, or other party thereto, or bona fide holder thereof, nor sliall any party thereto be subject to any penalty or forfeiture, by reason of any rate of interest taken, 8tii)ulated ui- received by such Bank, on or with respect to such promissorv note, bill of exchange, or other negotiable security, or paid or alloweJ by any party thereto to another in compensation lor, or in consideration of the rate of interest taken or to be taken thereon by such Hank, — but no party thereto, other than the Bank, shall be entitled to recover or liable to pay more than the lawful rate of interest in the Province where the suit is brought, nor shall the Bank be entitled to recover a higher rate than seven per cent, peramnim ; and no innocent holder of or party to any promissory note, bill of exchange, or other negotiable security, sliall in any case be depriv- ed of any remedy against any party thereto, or liable to any penalty or forfeiture, by a reason of any usury or offence against the laws of any such Province res])ecting interest, committed in respect of such note, bill or negotiable security, without the complicity or consent of such in- nocent holder or party. 35 V., c. 8, s. 2. 5{J. The Bank may, in discounting at Jiny of its places of business, branches, agencies or offices of discount and deposit, any note, bill, or other negotiable security or paper payable at any other of its own places or seats of business, branches, agencies or offices of discount and deposit in Canada, receive or retain in addition to the discount, any amount not exceeding the following rates per centum, according to the time it has to run, on the amount of such note, bill or other negotiable secur- ity or paper, to defray the expenses attending the collection thereof ; that is to say : under thirty days, one-eighth of one per cent. — ^irty days or over, but under sixty days, one-fourth of one per cent. — sixty days and over, but under ninety days, three eightlis of one per cent. — ninety days and over one-half of one per cent. 34 V., c. 5, s. 53. 54. The Bank may, in discounting any note, bill •"'• other negoti- able security or paper, honafide payal)le at any place in 'v^anada differ- ent from that at which it is disccjunted and other than one of its own places or seats of business, branches, agencies or offices of discount and depo>iit in Canada, receive and retain in addition to the discount there- on, a sum not exceeding one-half of one per centum on the amount thereof, to defray tlie expenses of agency and charges in collecting the same. 34 Y., c. 5, s. 54. wick. This applies only to the Provinces of Ontario, Quebec, Nova Scotia and New BruRS- i 388 Banks and Banking. *54a. It shall be la\»'ful for aiiv liank to which tliis Act applies, (including the Hank of British Nortli America, and I^ Rin«pie du Penple) to receive deposits from any person or persons whomsoever, whatever be his, her, or their age, status or condition in life, and whe- ther such person or persons be (j[ualified by law to enter into ordinary contracts or not ; and from time to time to repay any or all of the prin- cipal thereof, and to pay the whole or any part of tlie interest thereon, to such person or persons res|H;ctively, without the authority, aid, assisi ance, or intervention of any person or pei-sons. official or officials, being required, imless before sucli repayment the money so deposited in ana repaid by the Bank, be lawfully claimed as the property of some other farty, in which case it may be paid tt)thc depositor with the consent of the claimant, or to the claimant with tlu; consent of the depositor, any law, usage, or custom to tiie contrary notwithstanding : — Provided al- ways, that if the person making any deposit, as aforegiiid, could not, under the law of the Province where the deposit is made. dcix)sit and withdraw money in and from a Hank without this section, then and in that case the total amount of deposits to be received from such person on deposit shall not at any time exceed the sum of live hundred dollars; 2. Xo such Bank shall be bound to see to the execution of any trust whether expressed, implied, or constructive, to which any deposit made under the authority of this section maybe subject ; and, except only in the ciise of lawful claim by some other party Wforc repayment, the receipt of the person in whose nann,' any such deposit stands, or, if it stand in the name of two persons tlie receipt of one, and if in the names of more than two pei-sons, the receip*^ of a majority of sucli persons, shall be a sufficient discharge to all concerned for the payment of any money payable in respect of such dej)0sit, notwithstanding any trust to which such deposit may then be subject, and whether or not the Bank sought to be charged with such trust (and with whom the deposit mey have been made), had notice thereof ; and no such Bank shall be bound to see to the application of the money paid upon such receipt, any law or usage to the contrary notwitlistanding. 35 V., c. 8, ss, 3 and 4. 546. In all mattere relating to bills of exchange and promissory notes, the following and no other shall be observed as legal holidays, or non-jnridical days, that is to say : — 1. In ilie Pro\'ince8 of Ontai-io. New Brunswick and Nova Scotia. — Sundays. New leafs Day. Good Friday. Christmas Day. The birthday (or the day fixed by Proclamation for the celebration of the birthday) of the reigning Sovereign. t The first day of July, Dominion day, and if that day m a Simday, then the second day of July, under the Siime name. * This section applies only to the provinces of Ontario, Quebec. Nova Scotia and New Brunswick. t Dominion Day is a non-juridical day throughout the Dominion, under 42 V., c. 47. P ret . Banks and Banking. 380 Any (lav nnpointcd In- Proclamation for a public holiday or for a gene- ral fii«t, or a geiiei-al thanks^ivinj^ throughout the Dominion ; and the day next following New Year's Day and Chrihtmafl Day, when these days respectively fall on Sunday. And in the Province of Quelnic the same days shall be observed as legal holidays, with the addition of, — The Epiphany. The Annunciation. The Abcension. Corpus Chrinti. St. Peter and St. Paul's Dav, All Saints' Day Conception Day. 2. And in any one of the said Provinces of the Dominion any day appointed by i)roolamation of the Lieutenaint-Cxovernor of such Province for a public holiday or for a fast or thanksgiving within the same. 3. And with regard to bills of exchange and promissory notes,\vhen- ever the last day of grace falls on a legal holiday or non-juridical day in the Province where aiiy such bill or note ispayal)le, then the day next following not being a legal holiday or non-juridical day in such province shall be the last day of grace as to such bill or note. 35 V., c. 8 s. 8, and 42 V., c. 47. Bank Aotex, Bonds, dbc. 55. The bonds, obligations and bills obligatory or of credit of the Bank under its corporate seal and signed by the President or Vice- President and countereigned by a Cashier or Assistant Cashier, which shall be made payable to any jwjrson (»r persons, shall be assignable by endoreement thereon ; and bills or ijotes <>f the Bank signed by the President, Vice-President, Cashier or other officer appointed by the Directors of the Bank to sign the same, promising the payment of money to any person or jxjrsons, his, her or their order, or to the bearer, though not under the cor|>orate seal of the Bank, shall be binding and obligatory on it in like manner and with the li. force and effect as they would be upon any private person, if issued by him in his private or natural capacity, and snail be assignable in like manner as if they were so issued by a private person in his natural capacity ; Provided always, that nothing in this Act shall be held to debar the Directors of the Hank from authorizing or deputing from time to time any Cashier, Assistant-Cashier or officer of the I>ank, or any Director other than the President or Vice-President, or any Cashier, Manager or Local Director of any branch or office of discount and deposit of the I'ank, to sign the bills of the Hank intended for general circulation, and payable to order or to l)earer on demand. 34 V., c. 5, s. 55. • 50. All Bank notes and Bills of the IJank whereon the name or names of any person or persons entrusted or authorized to sign such notes or bills on behalf of the Bank, shall or may become impressed by machinery provided for that purpose by or with the authority of the Bank, shall be and shall be taken to be good and valid to all intents I 800 Banl'H and Banking. and piiriM»HCH, lut if such notes suul Mils had hivn siiltM-rilHid in \\w. prn- iH!r lianu\vritin<; of tlie |K>i"8un or [HjrwMii* eiitruste and I>c dcrnu'd and tikun to he Hank note8 and MIIh within the niciinin^ of all Iuwh and RUitutes whatever, andHhai! and may he detiorilieil an Itank hilln or notes in idl indictments and civil or criminal i)rm-. Aful see «ub-«cction 2 of'sectit/n S as to preferential pay matt of notes of the Jiank in case of insolvency INSOLVENrY. Sit* Any suspension hy the Hank of jKiynicnt of any of its liahilitics as they jiccrue, in specie or Dominion notes, ihall, if it continues for ninety days, constitute the Bank insolvent and o|)er!it4J a forfeiture of its Charter,so far iis regards the issue or re-issucof notesand other Iknking oixinitions ; and tlie Charter shall remain in force oidy for the purpose of enal)lin^ the Directors or the assi«;ncc or assignees, or other legal authority (if any he appointed ir such manner as may by law he pro- vided) to make the calls luentioncJ in the next following section of this Act and to wind up its Imsiness : And any such assignee or assig- nees or other legal authority shall, for sucli purposes, have Jill the j)owers of the Dircctoi-s. 34 V., c. 5, s. 57. ♦'5^i. In the event of the projierty and assets of the Bank becDm- ing insuttlcient to pay its debts and liabilities, the shareholders of the I'ank shall be liable for the deficiency so far ji* that each shareholder shall be so liable to an amount (over and above any amount not paid up on their respective shares) equal to the amount of their shares respectively ; and if any suspension of pa^'ment in full m specie or Dominion notes, of all or any of the notes or other liabilities of the IJank shall continue for six months, the Directors may and shall make calls on such shareholders, to the amount the\ may deem necessary to pay all the debts and liabilities of the Bank, without waiting for the collection of any debts due to it or the sale of any of its jvssets or pro- perty ; such calls shall be made at intervals of thirty days and upon notice to be given thirty days at least prior to the day on which such call shall be payable ; and any such tall shall not exceed twenty per cent, on each share, and payment thereof may be enforced in like manner a ^ for calls on unpaid stock, and the first of such calls shall be made wiuii'i ten days after the expiration of the said six months ; and any failure o.i the part of any sharelioldcr liable to such call to pay the same when due, shall operate a forfeiture by such shareholder of all claim in or to any part of the assets of the Bank, such call arid any further call thereafter being nevertheless i-ecoverable from him as if no such forfeiture had been incurred : Provided always, that noth- ing in this section contained shall lie construed to alter or diminish the additional liabilities of the Directors hereinliefcre mentioned and de- clared : Provided also, that if the Bank be en comviundite and the princii)al partneis arc personally liable, then, in case of any such sus- pension, such liability shall at once accrue and may be enforced against such principal partners, without wjiiting for any sale or discussion of r- lianl'n atu/ /iankhuj. 301 lO tl"« |>ro|H.'rty i>r a»»«eta of tlic; I'anr, or otliur ju'oliininary procccdin^d M-liHh;vc>r, and the provi8ion ruHptictiti^ calls rtbull not upply to Miieli Bank. 34 V., c. 5, s. 58. Ii9. PenwiiiH, who having Iteun HlianOioIdurs in the i>ank, linvo only tmn«fcrivy the ISuiil:, shall he liahle to ealU on 8neh shares nmler the next preceding bectittii, as if they had not transferred them, Having their i-ceonrse auainst tlutsc to wlu»m they were transferred ; and any ju^ij^nee or other oiiieer or i)ei"8on appointed to wind up the affairs of the Hank, in t e of its insolvency, shall have the jH)wers of the Directors with respect to such calls: I'rovided that if the I'ank be en comniatuiitt', tlie liahility of the principal |)artner8 and «>f the commawfitaireft shall continue for such time after tlu'ir ceasing? to l»e such ai« may l>e provided in the Charter of the Ijank, a. ' the fore;^wng provisions witli rvsjiect to the transfer of shares or culls shall n«>t H))ply to such Bank. 34 V., c. 5, s. 59. • OFFENCES AND PBNALTIES. GO. If any Cashier, Assistant Cashier, Manajjjer, Clerk or servant of tlie Uank, secretes, emhezzles or ahsconds with any hond, ohiipation, hill ohlij^atory or of credit, or other hill or note, c»r any security for nionoy, or any money or effects entrusted to him as such Cashier, As- sistant Cashier, Manajjcr, Clerk or Servant, whether the same helonj,' to the said I'ank or l>elon; civil jurisdiction to the amount, by any party who will sue for the same : and one-half of such sum sjiall belong to the iwrry suini*' for the same, and the other h;df to Her Majesty, for the prblic uses oi the Dominion. The intention to ])as8 any such instrument as money, shall be pre- sumed, if it be made tor the payment of a less sum than twenty dollars, and be payable either in form or in fact to the bearer thereof, or at sight or on demand, or at less than thii'ty davs thereafter, or be overdue or be in any way calculated or designed tor circulation, or as a substitute for money ; unless such instrument be a check on some chartered T?aidv, paid f)y the maker directly to his immediate creditor, or a j)romissory note, bill of exchange, bond or other undertaking, for the payment of money paid or C livered by the nndvcr thereof to his innuediate creditor, and be not designed to circulate as a substitute for money. 134 V., c. 5, 8. GS. .N'OTICKS. OO. The several public notices by this Act recpiired to be given, shall be givpn by advertisement in cue or more of the news2)a])ers \mh- lishcd av the place where the Head Office of the I'ank is situate, and in the Canada Gazette ov ^\m\\o\\\(iv Gazetfc as shall be generally known and described as the Ojjicial Gazette for the publication of official docu- ments and notices emanating from the Oivil (Tovernment of the Dom- inion. 34 v., c. 5, s. (Ii>. FUTURE I.KGISLATION. 70. The Bank.«i!iall be subject to such provisions of an}' general or special winding up Act to be passed by ParliAment as may he de- clared to apply to J)anks; and no spet-ial Act which Parliament niay deem it right to i)ass for winding up the affairs of the P>ank in case of its i . olvency, shall be deemed an infringement of its rights or of the privileges conferred by its charter. 34 v., c. 5, s. 70. Tl. The Bank shall always be subject to any general provisions respecting Banks which Parliament may deem necessarv for the public interest. 34 V., c. 5. s. 71. • ' SrECIAI. PKOVISIONS AS TO CERTAIN IJANKS. T2. The Bank of British North America, which, by the terms of its present charter, is \q be subject to the general laws of the Dom- inion, with respect to Haidcs and Banking, sliall not issue or re-issue in Canada, any note for a less sum than live dollars or for any sum not being a multiple of five dollars, and any such note of the said Bank outstanding shall be called in and redeemed as soon as practicable ; and the provisions contained in the ninth, twelfth, thirteenth, fourteenth, fifteenth, sixteenth, forty-fifth, forty-sixth, forty-seventh, forty-eighth, forty-ninth, fiftieth, fifty-first, fifty-second, fifty-third, fifty-fourth, fifty- fourth {a), fifty-fourth (J), fifty-sixth, sixtieth, sixty-first, sixty-second, sixty-fourth, sixty-fifth, sixty-sixth, sixty-seventh, sixty-ninth, and I I 804 Banks and Banking Bevcnty-iirst sections of this Act, and in tho secontl subsection of tlic eighth, and in the second subsection of the twenty-seventh sections thereof shall apply to the said l^ank ; those contained in tho other sections shall not apply to it. 34 V., c. 5, s. 72, as amended hy 35 V., c. 8., 40 v., c. 54, and 43 V., c. 22. 73. This Act shall not apply to any now existing Bank not nien- tionod in the schedule B thereunto annexed (except the liank of Ih'itish North America to the extent aforesaid and La lianque du Peuple to the extent hereinafter mentioned) unless the Directors of such Bank shall, by special resolution, apply to the Treasury Board, that the pro- visions of tliis Act may be extended to such Bank, nor imless the Tresisury Board allows such application, and upon publication in the Official Gazette of such resolution, and of the minute of the Treasury Board thereon, allowing such application, such Bank shall come under the provisions of this Act. 34 V., c. 5, s. 73. 74. In piu'suance of the application made by the liank of Nova Scotia in that behalf, it shall l)c lawful for the s])areholders of the said Bank, at any speci«d general meeting called for the purpose, and by a by-law to be ])assed thereat, to reduce the capital and shares of the said ]>ank by an amount not exceeding thii'teen per cent, thereof respect- ively, and the shares and capital shall thereaftcj' be reckoned at the amount to which they shall be so reduced. 34 V., c. 5, s. 74. 75. All the provisions of this Act except those contained in sec- tions one, two, three, five, six, seven, twenty-seven, twenty-nine, thirty, thirty -one, thirty-two, thirty-three, thirty-five, thirty-six, thirty-seven, lifty-seven, fifty-eight, fifty -nine, sixty-three, seventy, seventy-two, seventy-three, and seventy-four, and so nnich of section twoji^y-eight, as is declared not to apply to r>anks en commandite shall ppjily to La Bancpie du Peuplo : Provided that wherever the word " Direct(n\s " is used in any of the sections which ap])ly to the said Bank it shall l.'e read and construed as meaning the jn'incipal ])artners or members of the corporation of the said Bank : and so much of the Act incorporat- ing the said Bank or of any Act amending or continuing it. as may be inconsistent with any section of this Act applying to the said Piaiik or which makes any provision in any mattejr provided for by the said sections other than such as is hereby made is hereby repealed. 34 V., c. 5, s. 75, REPEALING AND SAVING CLAUSES. 76. The Act passed in the thirty-third }ear of Iler Majesty's reign, chaptered eleven, and intituled, An Act respecting Banks and Banking^ is hereby repealed, and the Act passed in the tliirty-fii'st year of Her Majesty's Veign, and intituled, An Act rexpccting Banks^ is hereby repealed in so far as respects Banks to which this x\ct applies, including the Bank of I>ritish North America and La IWxjiie du Peuple, and shall cease to a])ply to them after the passing of this Act (or after they respectively come under its provisions, if they are now existing Banks and not mentioned in the Schedule I>), except its to rights theretofore ac(]uired under or offences comuiitteu against it. 34 v., c. 5, 8. 76. Banks and Banking. 396 2. Sections tlirce, four, five and six of the Act passed in the forty- second year of IJer Majesty's reign, chaptered forty-five, and intituled " An Act to amend thv Act relatinff to Banks and Banking and the Arts a}ne7)ding t/ie san^e,''^ and chuyitcv fifty five of the Consolidated Statutes of the late Province of Canada, intitutled '■'• An Act 7'esj)ecting Bvner of the goods or obtained by reason of the agent having been entrusted with the possession of the goods or of any document of title thereto, shall be deemed to be entrusted with the possession of the goods rep- resented by such document of title. 9. All contracts pledging or giving a lien upon any such docu- ment of title shall be deemed a pledge igaxje) of and lien upon the goods to which it relates, and the agent shall be deemed the possessor of the goods or documents of title whether the same be in his actual custody or be held by any other person for him or subject to his con- trol. 10. When any loan or advance is bona fide made to any agent en- trusted with and in possession of goods or documents of title as afore- Banks and Banking. 397 said on tlie faith of any contract in writing to consign, deposit, traiiBfer or deliver such goods or docnuients of title, and the same arc actually I'Cf'eivcd hy the pereon inaking the loan or advance, either at the time of the contract or at a time subsccpacnt thereto, without notice that the agent is not authorized to make the pledge or security, such loan or advance shall he deemed a loan or advance upon the security of the goods or documents of title within this Act. 11* Every contract, whether made direct with the agent as afore- said, or with any clerk or other person on his behalf shall be deemed a contract with such agent. 13. Every payment, whether made by money, bills of exchange or other negotiable security, shall be deemed an advance within this Act. 13« Every agent in possession of goods or documents as aforesaid shall, for the purposes of this Act, be taken to be entrusted therewith by the owner, unless the contrary be shewn in evidence. 14. Nothing herein contained shall lessen, alter or affect the civil responsibility of any agent for the broach of any duty or contract or the non-fullihnent of his orders or autliority, in respect of any such contract, agreement, lien or i)ledge {gitge) as aforesaid. 13* In case any agent entrusted as aforesaid, contrary to or with- out the authority of his principal, for his own benefit and in violation of good faith, makes, by way of pledge igage\ lien and security, any consignment, deposit, transfer or delivery of any goods or documents of title so entrnstod to him, or contrary to or without such authority, for his own beneiit and in violation of good faith, accepts any advance on the faith of any contract to consign, deposit, transfer or deliver such goods or documents of title, such agent shall be deemed guilty of a misdcmeaTior, and being convicted thereof, shall be sentenced to suffer such punishment by line or impiisonment in the common gaol for any term not exceeding two years, or by both, as the Court awards. 10« Every clerk or other person who knowingly and wilfully acts and assists in making any such consigmnent, deposit, transfer or delivery, or in accepting or procuring such advance as afore^id, shall be guilty of a misdemeanor, and shall be liable, at the discretion of the Court, to any of the punishments which the Court may award, as herein last men- tioned. I'y. iVosuch agent shall be liable to any prosecution for consign- ing, depositing, transferring or delivering any such goods or documents of title, in case the same are not made a security for or subject to the payment of any greater sum of money than at the time was justly due and owing to the agent from his principal, together with the amount of any bills of exchange drawn by or on account of his principal, and accepted by such agent. 18. The conviction of any agent as aforesaid shall not be received in evidence in any action at law, or suit in equity against him. lO. No oath, or admission under oath, by an agent entrusted as aforesaid, made previously to his being indicted for the offence, in con- sequence of the compulsory process of a Court of Law, Equity i..^-sil. 398 Banks and Banking. or Admiralty in an action, suit or proceeding bona fide instil ut- ed by a party aggrieved, i.or any disclosure niaue by him in an dx- amination or in a deposition before any Commissioner of Bankrupts, shall be used in evidence in any prosecution against the agent in respect of any act done by him as aforesaid. 20. Nothing herein contiiined shall prevent the owner from re- deeming any goods or documents of title pledged as aforesaid, at any time before tlie same have been sold, upon repayment of the amount of the lien thereon or restoration of the securities in respect of whidi the lien exists, and upon ])ayment or satisfaction to the agent of any sum of money for or in respect of which such agent is entitled to retain the goods or documents, by way of lien against such owner ; or shall prevent the owner from recovering from the jierson with whom any goods or documents have l)een pledged, or who has any lien tliereoil, any balance or sum of money remaining in his hands as the produce of the sale of the goods, after deducting the amount of the lien nnder the contra(!t. SI. In case of the bankruptcy of any such agent, and in case the owner of the goods redeems the same, he shall, in respect of tJie sum paid by him t)naccount of the agent for such redemption, be held to have paid the same for the use of sucli agent before his banki-uptcy, or in case the goods have not been so redeemed, the owner shall ha deemed a creditor of the agent for the value of the go*ods so pledged at tlie time of tl»e pledge, and may in either case prove for or set-off the sum so paid, or the value of such goods, as the case may l)e. 23. In construing this Act, the word "person" shall be taken to designate a body corporate or company as well as an individual ; and the word "goods" shall be taken to include all [)ersonaI property of what- ever nature or kind soever, and the word "shipped" shall be taken to mean the carriage of goods, whether by land or by water. 33. Nothing herein contained shall give validity to, or in any wise affect any contract, agreement, lien, pledge {gage), or other act, matter, or thing made or done before the twenty-eighth of July, 1847, or destroy or diminish any other right, recourse or remedy not contrary or repugnant to this Act which might be enforced according to the Laws of Upper or Lower Canada. S4. This Act shall relate to and from the twenty-eighth July, one thousand eight hundred and forty-seven, and as respects all transactions and things since that day within the scope and meaning hereof, shall be construed and applied afi if it had been passed on that day. 43 V., c. 22, Schedule A. SCHEDULE B. BANKS WHOSE CHARTERS ARE CONTINUED BY THIS ACT. 1. The Bank of Montreal. 2. The Quebec Bank. 3. La Banque du Peuple. 4. The Consolidated Bank. Banks and Banking. 399 6. Molaons I]aiik. 6. The Bank of Toronto. 7. Tl)e Ontario Hank. 8. Tlie Eastern Tovvnsliips Bank. 9. La Banque Nationale. 10. La Banqne Jacques Cartier. 11. The Mercliants' I»ank of Canada. 12. The rn:on Bank of Lower Canada. 13. The Canadian Bank of Commerce. 14. The Meclianics' Bank. 15. The Dominion Hank. 16. The Mercliants' liank of Halifax. 17. The Hank of Nova Scotia. 18. The Bank of Yarmouth. 19. The Bank of Liverpool. 20. The Exchanijo Hank of Canada. 2L La Jianqne Ville Marie. 22. The Standard Hank of Canada. 23. The Hank of Hamilton. 24. The Halifax Hanking Company. 25. The Maritime Bank of the Dominion of Canada. 26. The Federal Bank of Canada. . 27. La Banque d'Hochelaga. 28. The Stadacona Bank. 29. The Imperial Bank of Canada. 30. The Pictou Bank. 31. La Banque de St. Hyacinthe. ; ^ 32. The Bank of Ottawa. 33. The Bank of New Hrunswick. 34. The Exchange Bank of Yarmouth. 35. The Union Bank of Halifax. 36. The People's r,ank of Halifax— 43 V., c. 22, Schedule B. 37. La Banque de St. Jean. — 44 V., c. 9. 27 .A DUTIES ON PROMISSORY NOTES. 42 Victoria, CiiAriER 17. An Act to amend and consolidate the law respecting Duties imposed on Promissory Notes and Bills of Exchange. Boi'tidii. Section rreanil)!c'. 14. 1. Acts repealed ; 31 V., c. 9 ; 33 V., c. 13; 37 v., c. 47 ; 41 v., c. 10 ; Pioviso ; saving things lawfully ilonc under iheni. 1 5. 2. Interpretation ; " Hank ; " " Uroker ; " " Instrument." 16. 3. Act 41 v., c. 7, to apply to du'.ies under this Act. 4. Duties o. I Notes, Drafts and Hills; the 17. duti.'S ; as to interest. 5. Wha. shall heileeined instruments liable to duty. 18. 6. Instruments exempted from duty ; Con. Stat. Can., c. 55. 19, 7. No duty under certain Acts, on notes, &c., made after 1st February, 1868. 20. 8. No duty on bills drawn and payable out of Canada. 9. Exemption of notarial instruments. 21, 10. How the duties shall be paid ; by 22. adhesive stamps ; by stam|)cd paper and stamps; cancelling adhesivestani[)s: 23. the same ; jienalty for non-compliance with this section. 24. 11. By whom the stamps shall lie affixed ; penalty for defiiult ; if the paper be stamped. 25, 12. Penalty for not affixing the proper stamps at the proper time ; presumption in 26. suits for penalty ; proviso in favor of 27. innocent holders. 13. Innocent holder of unstamped or insufli- ciently stamped note, &c., may make 28. it valid by payment of double duty, &c. Provisions for validity by payment of double duty extended to bills, &c., drawn out of but payable in Canada. When single duty may be paid on such l)ills, iS:c. As to suits in which lost or destroyed bills, lV-c, form the ground of complaint or defence. In what case only penalty shall be en- forced as to unstamped bills, &.C., after payment or settlement thereof. As to bills, &c., found among effects of tleceased persons. Unstamped bills, &c., admissible in evidence in criminal cases. Stamped pajxir may l)e prepared ; de- vice ; redemption of spoiled stamps or stamped paper. Adhesive stamps, device to ej^press value. Sale and distril)ution of stamped paper and stamps, Governor-in-Council may make regula- tions to meet doubtful cases. Punishment for forging stamps or having instruments for forging ; term of im- prisonment ; such offence to be forgery. Penalty on bank or broker making, buying or taking note not duly stamped. Penalty for affixing stumps already useil, Penalty incurred on each instrument, though several be made on the same day. Recovery of penalties not otherwise pro- vided for. H [Assejited to 15th May, 1879.] ER Majesty, by and with tlie advice and consent of the Senate and House of Commons of Canada, enacts as follows : — 1. The Acts thirty-first Victoria, chapter nine, tliirty-third Vic- toria, chapter tliirteen, thirty-seventh Victoria, ciiapter forty-seven, except section one, and forty-first Victoria, chapter ten, are hereby re- pealed : Provided always, that all Acts or enactments repealed by any of the said Acts shall remain repealed, and that all things lawfully done under tlit.n or any of tliem shall remain valid, and all penalties incurred T 1879. Duties on PrOTnissorj/ Notes Cap. 17. 401 under them or any of thcni may bo enforced and recovered, and all proceeding commenced under them or any oi them may he continued and completed under tliis Act, which shall not he construed as a new hiw but as u consolidation and continuation of the repealed enactments with and subject to the amendments hereby made. 2* In this Act tlie word "Rank" means and includes any chartered bank, and any banking institution, and any branch or ajj^ency thereof : The word ''liroker" means and includes any broker or person by repute doing the business of brokerage : The word "Instrument" means and inchides any promissory note, bill of exchange or part tliereof, draft or order upon wliich a duty is payable under this Act. 3* The duties imposed by this Act sliall l)e duties within the meaning and purview of the Act piuss<^y ^uch officer on a bill of exchange drawn out of Canada, or any draft of or on any bank payable to the order of any such officer in his official capacity, as aforesaid, or any note payable on de- mand to bearer issued by any chartered bank in Canada, or by any bank issuing such note under the Act, chapter tifty-tive of the ('onsol- idated Statutes of the late Province of Canada, intituled "^» Act resp'cthuj lianka audfree^lotn of Banking^^'' shall be free from duty under this Act : and — Any chc«pie, if the same shall be payable on demand, — Any post office money order, or order on any post office savings bank, and — Any municipal debenture or coupon of such debenture — shall be free of duty under this Act. 7. No duty shall be payable under the Act of the legislature of the late Province of Canada, passed in the session held in the twenty- seventh and twenty-eighth yeai*s of Her Majesty's reign, chapter four, or under the Act of tl>c said legislature, passed in tlie twenty-ninth year of Her Majesty . iign, chapter four, on any promissory note, draft or bill of exchange made, drawn or accepted, upon or after the said first day of February, one thousand eight hundred and sixty-eight ; but to all promissory notes, drafts or bills of exchange made, drawn or acce})ted in the late Province of Canada, or in the Province of Quebec or Ontario, before the said day, and to all offences committed and pen- alties incurred in respect thereof, the said Acts shall continue to apply. H. Notwithstanding anything in this Act contained, no bill of exchange drawn and payable outside of the Dominion of Canada shall be invalid, nor shall the maker or any owner or holder of any such bill be subject to anj' penalty in consequence of no stamp or stamps of this Dominion being affixed to such bill. ©. Neither this Act nor any of the Acts liereby repealed shall be construed to re(iuii*e or to have recpiired that any stamp be impressed on or affixed to any instrument executed en brevet or otherwise Injfore a notary in his official capacity. na 1870. Dutieti on Promissory Notes. Cap. 17. 403 lO. Thef, hIihII \m paid hy nmking it upon paper stamped in tno manner hereinafter provided, to tlic amount (»f such duty, or — \\y affixing thereto an adhesive stamp or adhesive sta^ups of the kind hereinafter mentioned, to the amount of such duty, or — Ity making the instrumetit on stamped pajwr, and, wliero the amount in the instniment is in excess of the amount represented hy the stamp on the instniment, hy afl[ixin<; thereto adhesive 8tjimj)s for the portion of the duty to wliich the instrument is liable in excess of what 18 represented hy the stamped |)aper: In either case the adhesive stamps shall ho cancolleerson affixing such adlicsive stamp, or the witness attesting the same shall, at the time of affixing the same, write or stamp thereon the date at which it was affixed ; and such stamp shall be \w\([pritna facie to have been affixed at the date stamj)ed or written thereon : And if no integral or material part of the instrument nor any j)art of the signature or initials of the maker, drawer, witness or acceptor or first indoi*8er or witness in Canada be written thereon, nor any date be so stamped or written thereon, or if the date do not agree with that of the instrument, such adhesive stamp shall l)e of no avail ; and any person wilfully writing or stamping a false date on any adhesive stamp shall incur a penalty of one hundred dollare for each such offence. ll. The stimp or stamps required to pay the duty hereby imposed shall, in the Ciise of any promissory note, draft or bill of exchange made or drawn within Canada, and not made upon j)aper 8trnij)ed to the amount of the duty, be affixed by the maker or drawer thereof, and in the case of any draft or bill of exchange drawn out of Canada, by the acceptor thereof or the first endoi-ser thereof in Canada ; and sut";h maker or drawer, acceptor or first indorser, failing to affix such stamp or stamps at the time of making, drawing, accepting or indorsing such note, draft or bill, or affixing stamps of insufficient amount, shall thereby incur a jtenalty hereinafter imposed ; and the duty j)ayable on such in- strument, or the duty by which the stamps affixed fall short of the pro- per amount, shall be doubled,— stamps upon the paper being deemed to be affixed thereto for all the purposes of this Act ; and any de- ficiency in the amount of the stamp on the paper may be made up by adhesive stamps. 12* If any person in Canada makes, draws, accepts, indorses, signs, becomes a party to, or pa3's any promissory note, draft or bill of ex- chauge, chargeable with duty under this Act, before the duty (or double 404 Cap. 17. Duties on PromtMori/ Azotes. 42 Vic. duty 1)8 the cjiBo may 1ki) haabeen paid, hv artixing thereto the proper stamp or stamps, (or by making it on 8tani[HMi jwper or bv lK)th) such porsdn Hhall thereby incur a penalty of one hnndrod dollars, and save only in the case of payment of double er stamp or stumps, or nis initials is or are written over the stamp or stjvmpf-- atiixcd to any Huch instrument, or that no date, or a date that docs not corresijond with the time when the duty ouglit to have been paid, is written or marked on the stamp or stamps, shall hfiprimajacie evidence that such ])arty did not affix it or them as required by this Act : but no party to or holder of any such instnunent shall incur any jMjiialty by reason of the duty thereon n. t having been paid at the pro- i>er time, and by the proper party or parties, provided tliat at the tmio it came into his hands it had affixed to it stamps to the amount of the duty apparently payable upon it, that he had no knowledge that they were not affixed at the proper time, and by the proper party or parties, and that he pays the double or additional duty sis in tlie next section provided, as soon sis he acquires such knowledge. !;{■ Anv holder of such instrument, inclnding banks and brokers, may pay le duty by affixing to such in^tniment a stamp or stamps to the amount thereof i»r to the amount of do.ble the sum bv which the stamps affixed fall short of the prciwr duty, and by writing his initials on such stamp or stamps, and the date on which tliey were affixed ; and where, in any suit or proceeding in law or equity, the validity of any such instnunent is questioned by reason of the proper duty thereon not having been paid at all, or not paid by the proper party, or at the proper time, or of any fonnality as to the date or eras- ure of the stamps atiixed having been omitted, or a wrong date place il thereon, and it appears that the holder thereof, when he became su^li holder, had no knowledge of such defects, such instrument shall beheld to be legal and valid, if it shall appear that the holder thereof paid double duty, as in this section mentioned, so soon as he acquired such knowledge, even although such knowledge shall have been acquired only during such suit or proceeding; and if it shall appear in any such suit or proLueding to the satisfaction of the court or judge, as the case may be, that it was through mere error or mistake, and without any intention to violate the law on the part of the holder, that any such defect as aforesaid existed in relation to such instniment, then such instrument or any indoi-sement or transfer thereof, shall be held legal and valid, if the holder shall pay the double duty thereon as soon as ne is aware of such error or mistake ; but no party who ought to have paid duty thereon shall be released from the penalty by him incurred as aforesaid. 14. The provisions whereby validity may be given to bills of exchange, drafts and promissory notes ^hen drawn or made within Canada, by the payment of double duty thereon, shall for the same purpi^ nd to the same effect, extend to such instruments when drawn ^:tjJ 1879. Duties on Promissory Notes. Cap. 17. 406 or made witliont Canadii but pnyultlu in Canada, when Btamps to the amount of double duty upon such inHtruuientH hIuiII Ih) amxed and cancelled in the Haniu mode \\» HtanipM in ])aynient of double duty are atKxeti and cancelled to Huch iuHtnunontB wiien made or drawn within Canada. 19. It shall l»c Bufficiont in the case of any bill of exchange, draft or promi88ory note drawn or mad*; vvirhout Canada but |)ayable within Canada, in order to comj)ly with the law, for any bank, broker, holder or party to such instnnnent, at the time of the accentancc or indorsation thereof, to affix thereto and cancel the i)roper single ptamps therefor ; and' the date of cancellation to be marked thereon pliall Im> the true date of such cancellation, and such date need not agree with the date of the instnnnent. Itt* In the case of a suit to recover upon, or a defc ice t»f set-off upon a lost or destroyed bill of exchange, draft or pronnssory note, where there is no cvideuite that such instrument had been jiroperly stamped, and when the validity of the instrument in ordon of any such stamp, — or knowingly uses, offers, sells or exposes to sale, any such forged, counterfeited or imitated stamp, — or engraves, cuts, sinks or makes any plate, die or other thing whereby to make or imitate such stamp or any part or portion thereof, except by permission of the Minister of Inland Revenue, or some officer or person who, under an Order-in-Council in that behalf, may lawfully grant such permission, — 1870. Duties on Promissory Notes. Cap. 17. 407 or has possession of any such plate, die or other thing, without such pennission, — or, witliout such permission, uses or has possession of any such piate, die or thing lawfully engraved, cut or made, — or tears off or removes from any instiniment, on which a duty is payable under this Act, any stamp by which such duty has been wholly or in part paid,— or removes from any such stamp any writing or mark indicating that it has been used for or towards the payment of any such duty — such per- son shall be guilty of felony, and shall, on conviction, be liable to be imprisoned in the penitentiary for any term not exceeding twenty-one years ; and every such offence shall be forgery, and punishable in the manner in which that crime is punishable by the laws of Canada. 25. Notwithstanding anything herein contained, any bank or any broker who makes, draws or issues or negotiates, presents for payment, or pays, or takes, or receives, or becomes the holder of any instrument not duly stamped, either as a deposit, or in payment, or as a security, or for collection or otherwise, knowing the same not to be duly stamped, and who does not immediately on making, drawing, issuing, negotiating or presenting for payment, or paying, or taking, or j-eceivmg or becom- ing the holder of such instrument, affix thereto and cancel the proper stamps within the meaning of this Act, shall incur a penalty of hve hundred dollars for every such offence ; and shall not be entitled to re- cover on such instrument, or to make the same available for any pur- pose whatever, and any such instrument shall be invalid and of no effect m law or e(piity. 2G. If any person wilfully affixes to any promissory note, draftor bill of exchange, any stamp which has been previously affixed to any other, or used for the purpose of paying any duty under this Act, or any other Act, or which has been in any way previously written upon or defaced, such person shall be guilty of a misdemeanour, and snail thereby incur a penalty of five hundred dollars. 27. The penalties hereinbefore imposed shall be incurred in respect of each such promissory note, draft or bill of exchange, on which the duty or double duty hereby imposed is not paid as aforesaid, or to which a stamp previously used has been fraudulently affixed, whatever be the number of such instmments executed, accepted, paid or delivered, or offences committed on the same day ; and a separate penalty to the full amount shall be incurred by eafli person committing such offence, whatever be the number of such persons. 28. The penalties imposed by the foregoing sections of this Act, shall be recoverable in the manner prescribed by " The Interpretation Act^'' in cases where penalties are imposed and the recovery is not other- wise provided for. ■M Priuate and other Acts, and Amendments thereto, Relating to Building Societies. A^'tW.' Abbreviations — Que. before the figures, dates, &c., denotes that the Statute has been passed by the Quebec Legislature ; Ont., for Ontario Legislature. Where neither of the foregoing abbreviations occur, the Statutes have been passed by the Dominion Government. When date is followed by (1), or (2), it denotes that the Act was passed in first or second Session oi the year. Anglo-Canadian Mortgage and Investment Co. (Limited) 1874, Cap. 105 (To transfer the securities of) to Omnium Securities Co. (Limited) Ont., 44th Vic, Cap. 49. Brockville Mutual Building Society, Ont., 42 Vic, Cap. 83. British American Investment Co., 1860, Cap. 129. British American Land Co. (A.ct respecting Loans by) 39 Vic, Cap. 56. British Canadian Loan & Investment Co. (Limited) 1876, Cap. 57; 1877, Cap. 76. Building Societies generally: Con. Stat. L. C, Cap. 69; Con. Stat. U.C.. Cap. 53. — 1865, Cap. 38 (being the first to enact an annual return to the Auditor of Public Accounts, upon oath) 1874, Cap. 50 (to issue debentures) 1877, Cap. 50; 1878, Cap. 22; 1879, Caps. 48 and 49. Que.— 1875 (2) Cap. 61 ; 1878 (1) Cap. 20 (Sec. 1 repealed by 1877, Cap. 50, Sec. 23) 1882, 45 Vic, Cap. 24. Key to Above — 1878, Cap. 22, applies to the Province of Ontario only; 1879, Cap. 48, refers to the liquidation of B.S. in Quebec, and the appointment of li(^uidator8 ; Cap. 49 concerns Ontario; Que., 1878 (1) Cap. 20, amends Sec 23 of Con. Stat. L.C., Cap. 69, and authorizes the transformation of appropriation shares into permanent shares. Act to come into force 90 days after sanction. — Sec. 2. Canada Agricultural Loan Assn., 1860, Cap. 130; 1861, Cap. 107; 1863 (2) Cap. 48. Canada Company, 1864, Cap. 100. ' ■'"•'•:-^ Canada Improvement Co., 1872, Cap. 110. Canada Investment & Agency Co., 1874, Cap. 99. Canada Investment & Guarantee Co. (Limited) 1875, Cap. 63. Canada Landed Credit Co., 1866, Cap. 125. To authorize an addition to capital, and other purposes, Ont., 38 Vic, Cap. 73. To extend Prwate and other Acts. 409 powers, 39 Vic, Cap. 97. An Act to amend Acts relating to Can. Landed Cr. Co., 1882, 45 Vic, Cap. 110 — further amended, 45 Vic, Cap. 72, Ont. Canada Landed Proprietors' Loan Co., Que., 1875 (1) Cap. 82. Canada Mortgage Agency (Limited) Ont., 44 Vic, Cap. 50. Canada Provident Association (An Act to incorporate the) 1882, 45 Vic, Cap. 107 ; Que., 1875 (2) Cap. 61, concerns union or fusion of Building Societies. Canada Permanent Building & Savings Society, to change name to Canada Permanent Loan & Savings Co., 1874, Cap. 100 ; Ont., Cap. 94, 39 Vic Canadian Loan & Investment Co., 1866, Cap. 126. Canadian Securities Co. (Limited) 1877, Cap. 79. Colonial Building & Investment Association, 1874, Cap. 103. Companies incorporated under Imperial Statutes (An Act respecting) 1880, 43-44 Vic Cap. 38. Credit-Fonder (Dominion of Canada) 44 Vic, Cap. 59. Credit-Fancier Franco-Canadien, Ont., 44 Vic, Cap. 51; 44 Vic, Cap. 58. Credit-Fonder (Lower Canada) 1863 (2) Cap. 46 ; 1864, Cap. 81. Credit- Fonder du Bas-Canada, 1873, Cap. 102; 1874, Cap. 97; Que., 1875 (2) Cap. 64. Credit-Fonder Franco-Cimadien (An Act to incorporate) Que. 1880, 43^4 Vic, Cap. 60. Defective Letters Patent Remedy, 38 Vic, Cap. 13. Amended, Ont, 39 Vic, Cap. 7, S. 25, Sub-sec. 18 : f urtlier amended, Ont., 45 Vic, Cap. 17. Que., amended, 1881, 44-45 Vic, Cap. 11. Dominion Building Society to change name to Dominion Mortgage Loan Co., 1877, Cap. 80. Dominion Homestead Building Society, Que., 1871, Cap. 38. Eastern Township Land & Improvement Co., Que., 1875 (1) Cap. 83. Eastern Townships Colonization and Credit Company, incorporated. Que., 1880, 44-45 Vic, Cap. 61. England and Canada Mortgage Security Co., 1876, Cap. 58. English Loan Company — Act amended — Ont., 43 Vic, Cap. 76. Farmers' Loan & Savings Co., 1874, Cap. 102. Freehold Loan & Savings Co., 1873, Cap. 104. Glasgow Canadian Land & Trust Co. (Limited) 1873, Cap. 105. Hochelaga (Sodete de Construction du Comte de) 1878, Cap. 41. ■Hi 410 Private and other Acts. Act to confirm Act of Dom. Parlt., 41 Vic, Cap. 41 ; Que., 1880, 43-44 Vic, Cap. 57. Home Savings and Loan Co. (Limited) 1879, Cap. 55. Huron & Erie Savings and Loan Society (to change name) Ont., 39 Vic, Cap. 95. Jherville {Societe Permanente de Construction dtt District d^) Que., 1872, Cap. 78; Dom., 1879, Cap. 76. Imperial Guarantee & Loan Society, 1872, Cap. 107. Imperial Statutes respecting Companies incorporated under 1880, 43-44 Vic, Cap. 39. Imperial Loan & Investment Co., 1875, Cap. 62. Insolvent Banks, Insurance Companies, Loan Companies, Building Societies, Building Societies & Trading Corporations (An Act respecting) 1882, 45 Vic, Cap. 23. Joint Stock Companies' Clauses Act, 1869, Cap, 12; Que., 1868, Cap. 24 ; 1869, Cap. 42. To amend. Que, 1881, 44-45 Vic, Cap. 12. Joint Stock Co's incorporated by letters patent, 1869, Cap. 13 ; repealed by 1877, Cap. 43 ; now called "The Canada Joint Stock Companies' Act, 1877." Xa Societe de Construction St. Jacques, An Act to confirm Act of Federal Parliament, 40 Vic, Cap. 81 ; I.SSO, 43-44 Vic, Cap. 58. Landed Credit Co's to return list of shareholders to Parliament, 1871, Cap. 7, Sec. 37. Loan Companies (Foreign) authorized to do business in Ontario ; Ont., 39 Vic, Cap. 27. Loan & Landed Credit Co., 1872, Cap. 109. Privileges confirmed, Que., 1880, 43-44 Vic, Cap. 59. Loan & Mortgage Co., Quebec, 1875 (2) Cap. 63 ; 1876, Cap. 27, Sec. 15. London and Canadian Loan & Agency Co. (Limited) 1863 (2) Cap. 50 ; 1872, Cap. 108 ; 1873, Cap, 107; 1876, Cap. 60; 1879, Cap. 75. London & Ontario Investment Co. (Limited) 1876, Cap. 62; 1877, Cap. 78. Manitoba & North- West Loan Co. (Limited) 1879, Cap. 74. Maritime Savings and Loan Society incorporated, 39 Vic, Cap. (\Q. Midland Land Co. (Act to amend) 45 Vic, Cap. 77. Montreal Building Association ; Que., 1868, Cap. 41 ; 1878 (1) Cap. 53. (Name changed to Montreal Investment & Building Co.) Monti*eal Board of Real Estate Agents incorporated, 1881, 44-45 Vic, Cap. 68. Montreal Building Society, incorporated under an Act passed by the Private and otJter Acts. 411 Lepfislative Assembly, 8 Vic, Cap. 94 ; made permanent, 1863 (1) Cap. 28. Montreal Canadian Building Society, Que., 1868, Cap. 40. Montreal Credit Co., 1874, Cap. 98 ; Que., 1871, Cap. 36 ; 1872, Cap. 62. Montreal District Permanent Buildinfjf Society of 1863 (1) Cap. 28; 1872, Cap. 109, changes name to Loan & Landed Credit Co. Montreal (French-Canadian Artisans' Society of) Que., 1876. Cap. 63. Montreal Investment Association, 1865, (1) Cap. 42; 1873, Cap. 103. Montreal Investment & Building Co., 1878, Cap. 42 ; Que., 1878 (1) Cap. 53. Montreal Investment Trust (Aii Act to incorporate) 1880, 43-44 Vic, Cap. 39. Montreal Land Co., Que., 1876, Cap. 70. Montreal Loan & Landed Credit Co., 1872, Cap. 109. Montreal Loan & Mortgage Co., Que., 1875 (2) Cap. 63 ; 1876, Cap. 27, Sec 14. Montreal Permanent Building Society, name changed to The Montreal Loan & Mortgage Co., Qne., 1875 (2) Cap. 63. National Investment Co. of Canada (Limited) 1876, Cap. 61 ; 1877, Cap. 77. Ottawa Loan & Investment Co., 1874, Cap. 104; 1879, Cap. 74. Ontario Trust Co., an Act to amend, &c., 45 Vic, Cap. 78. Permanent Building Societies in Ontario, 1874, Cap. 50 ; 1877, Caps. 48 and 49 ; 1878, Cap. 22.— ( Vide Building Societies.) Peterborough Heal Estate Investment Co., Limited (Charter granted), 41 Vic. Provincial Loan Co., changed name, 39 Vic, Cap. 65 ; Que., 38 Vic. (2) and 39 Vic. Soclete de Prets et Placements de 1878, Cap. 34; replaces SocietS de Construction, Mutuelle. Scottish Canadian Loan Co., 1876 (2), Cap. 59. Security, Loan and Savings Co., 1876 (2), Cap, 64. St. Jac