IMAGE EVALUATION TEST TARGET (MT-3) ^/ ^J « .^I^ ^.^* -> 1.0 ^liii ta itt Eii 12.2 S 1^ ||20 |U 11.6 I.I 11.25 Photographic Sciences Corporation 23 WBT MAW STHIT WI»STIK,N.V. I4SM (7t«) •73.4S0S CIHM/ICMH Microfiche Series. CIHIVI/iCMH Coiiection de CanadisfT Institute for Historical MiCroreproductions / Instltut canadion do micrcraproductiont hiatoriquas O^ Technical and Bibliographic Notaa/Notaa t«shnlqu«« at bibiiographiquaa Tha Instituta haa anamptad to obtain tha baat original copy availabia for filming. Facituraa of thia copy which may ba bibliographieally uniqua, which may altar any of tha imagaa in tha raproduction. or which may significantly changa tha uaual mathod of filming, ara chackad balow. 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LAFLEUR, Cashier. -♦ ■•• MONTREAL Typ. Le Franc- ParleuTf No. 22, St. Gabrikl St. 1875 >^ / ji!'»vt(; '''U]ril ' r m lii i ■•r r fr CHAP. 102. 30 VICTORIA. An Act to incorporate a company by the name of " Le Credit Fonder da Bus-Canada'^ WHEREAS the persons hereinafter named, have by their petition represented that great advan- tages would result to the public from the forma- tion of a Landed Credit Company, with sufficient capital for the making of loans for long period^, repayable by means of sinking funds, or for short periods, with or without siriking funds, and that such an institution, formed on the model of th6 best landed ci'edit institutions of Europe, Would be a boon to Canada, and hnve prayed for the passing of an Act of incorporation of such a com- pany for such purposes; and whereas it is expe- dient to grant the prayer of the said petition ; theiefore Her Majesty, by Jin d with the advice -^ 2 — and consent of the Senate and the House of Com- mons of Canada, enacts as follows : 1. The Honorable Charles AVilson, Thomas Ca- verhill, C. S. Rodier, Alfred Larocque, Andrew B. {Stewart, Gabriel Rolland, Charles W. Meyer, Antoiiio Ci de Ijotbini^e Harwood, M. P. Ryan, Joseph Napoleon Bureau, L. H. Sen^cal, Michel Emery, Joseph Octave Villeneuve, Louis Napo- leon Dumouchel, and Jean-Baptiste Lafleur, and all or any other person or persons, bodies politic and corporate, who, as executors, administrators, successors or assigns, or by any other lawful tittle may hold any part, share or interest in the capi- tal stock of the said company, and their execu- tors, administrators, successors and assigns, shall be and they are hereby constituted a body politic and corporate, under the name and style of " Le Credit Foncier du Bas-Canada," and shall by that name have perpetual succession and a com- mon seal, and may act, sue and be sued, may ac- quire and hold real and personal estate, and may dispose thereof. 2. Ihe business and affairs of the said company shall be conducted and man.aged by a board of dh- rectors to be appointed by the shareholders as hereinafter provided, which board shall con- sist of qualified shareholders, and which board in the first instance, and provisionally, and until the first general annual meeting of the company, shall consist of Thomas Caverhill, C. S. Rodier, Alfred Larocque, Andrew B. Stewart, Gabriel Bolland, Joseph Napoleon Bureau, M. P. Ryan, ,. — 3 — J\. Michel Emery, and L. H. Senecnl, who shall re- main ill oiKce until thts first general meeting, and shall then go out of office, but shall be eligible for re-election. i ».u H y.ii", ". Kmt) Hi 3. The capital stoc^k of the said company shal^ bo one million of dollars, divided into ten thou- sand shares of one hundred dollars each ; so soon as the capital stock shall have been all subscribed, the directors of the said company niay, in con- formity to any decision come to by the sharehol- ders at a general annual meetii^g, increase the 'ja- pital stock by the issue of a new series of shares, provided that each new series shall not exceed one million of dollars ; and provided also that no new series of shares shall be issued after the first, unless the full amount of the previous new series shall have been subscribed and paid up ; the sub- scribers to the first capital stock, their heirs and successors, being entittled to take, by privilege, in the new issue of sluires, an amount proportiunu*e to their shares in the first capital stock, and on the same terms and conditions. 4. No shareholders of the company shall be li- able for or charged with the payment of any debt or demand due from the company beyond the ex- tent of his shares in the capital of the Company not then paid up. 5. So soon as five thousand shares shall have been subscribed, the directors shall give notice thereof in two newspapers published in the city of Mon- treal, the one in French, and the other in Eng- liiih^ and shall call a meeting of the shareholders. — 4 — - 6. At ibis* meeting of the {shareholders, nine directors shall be chosen, five of whom shall form a quorum for the transaction of business; these directors shall name thtir president and vice-pre Mideiit, they all shall form the board of directors of the said company, and remain in office until they shall have been replaced by their successors in the manner hereinafter mentioned, unless they cease to be so by one of the following causes, namely : — death,, resignation, possession of less than ten shares, insolvency, bankruptcy, or arrest for crime or misdemeanor. 2. When a director has absented himself from the meetings of the board of directors during thre ) consecutive months, the majority of a quo- rum of the other directors may. by resolution, de- clare his office vacant. 3. Every director shall have the right to give in writing his resignation of the office, and he shall be immediately replaced in the manner hereinafter provided. 4. Every vacancy in the board of direction, happening in the course of the year, from what- ever cause, shall be filled by the unanimous choice of the remaining directors, and the substituted director shall remain in oflice until replaced at the election of directors by the annual general meeting. 7. No person shall be elected a director who shall not be a proprietor of at least ten shares, on which ^lU calls shall have been paid in full, a British 1 I !^ f i — 5 — subject, and a resident in the Dominion of Cana- da, and giich number of shares shall remairi un- tranfc?ferable during the time of his office.' 8. The directors shall be elected for three years, but one third in number of 1 hem shall go out of office annually, to be replaced by election ; it shall be decided by lot which of the directors elected at the first meeting shall retire at the end of the first and second years; they may be re- electtd. 9. All the elections of directors shall be by ballot, and decided by the majority of sharehol- ders then present ; voting either in person or by proxy. 10. At the first general meeting of the stock- holders a decision phall be come to, as to what shall be the amount of the first instalment payable on each share, but it shall not be less than one tenth the amount of such share then subscribed ; and afterwards the board of directors may, ftom time to time, make such calls of money upon the respective shareholders in reiLpect of the amount of capital respectively subscribed or owing by them, as thty shall deem necejrssary ; provided that thirty days' notice at the least be given of each call, and that no call exceed the amount of ten dollars per thare, and that f^ucceesive calls be not made at less than the interval of three months, and that the aggregate amounts of calls made in one year, do not exceed the amount of forty dol- lars per share ; and every shareholder shall be li- able to pay the q-monut of calls so made in respect — 6 — of the sliares held by him, to the j)erson8 and at the times and places from time to time appointed by the company ; provided always, that it shall not be lawful for the said company to commence business until a sum of not less than fifty thou- sand dollars shall have been paid up by the sub- scribers to the said capital stock. . 11. The first instalment of the said sliares of the capital stock subscribed for, shall be paid at such times and places as the directors shall appoint and if it is not paid at the place and time so ap- pointed, the said Directors may without other fjrmality, erase the names of the shareholders so neglecting to pay, and thereupon such subscrip- tions to such shares whereof the instalments shall not have been paid ; shall be as void as if they had never been given ; the executors, administrators and curators paying instalments upon the shares of deceased shareholders shall be, and they are hereby indemnified for paying the same. 12. If any person subscribing for shares in the capital stock of the company is clesirous of paying up in advance, either at the time of subscribing, or at any other time, the full amount of his shares, the directors may at any time admit and receive such subscri] lions, and the full payment or payments of any lumber of instalments, upon such conditions as they may deem expedient. 13. If an}' shareholder or sharehalders shall refuse or neglect to pay any instalment upon his, her or their shares of the said capital stock at the time or times required by the directors as afore- 1 T i -T flrtid, such shareholder or shareholders shall be bound to pay thereon eight per cent iiUerest per 1 annum until effectual payment ; and moreover, it shall be lawful for the directors of the company without any previous formality other than thirty days' public notice of the intention, to sell at public auction the said shares, or so many of the said shares as shall, after deducting the reason- able expenses of the sale, yield a sum of money sufficient to pay the unpaid insts\lments due on the remainder of the said shares and the amount of interest due on the whole of them j provided that the said sale shall have been specially autho- rized by a resolution of the board of directors ; and the president, or the vice-president, or the cashier of the company, shall execute the transfer to the purchaser of the shares cf stock so sold, and such transfer, being accepted, shall be valid and effectual in law as if the same had been exe- cuted by the original holder or holders of the shares of stock thereby transferred. "^ 14. Notwithstanding anything contained in jl the previous section, the company may sue such shareholder, faiiliig to pay, for the amount theredf in any court of law or equity having competent jurisdiction, and may recover the same with in- ^ terest at the rate of eight per cent per annum from the day on which such call may have been made payable. 15. In any action to recover any money due upon any call, it shall not be necessary to set forth the special matter, but it shall be sufficient to declare that the defendant is the holder of one r mmmm mm pfaare or more, stating the number of shares, ancl is indebted in the sum of money to which the calls in arrear shall amount, in respect of one call or more upon one share or more, stating the num- ber and amount of each of such calls, whereby an action hath accrued to the said company by virtue, of this Act. 16. On the trial of such action it shall be suffi- cient to prove that the defendant, at the time of making such call, was the holder of one share or more \n the company, and that such call was in facfc made and such notice thereof given, as is di- rected by this Act, and it shall not be necessary to prove the appointment of the directors who made sucih call nor any other matter whatsoever, itnd thereupon the company shall be en titled to recover what shtill be due upon such call with interest thereon, unless it shall appear either that any such calls exceed the amount of ten dollaifs per share or that due notice of such call was not given, or that the interval of three months be- tween the successive calls had not elapsed, or that calls amounting to more than the sum of forty dollars in one year had been made. 17. The production of the register book of shareholders of the company or a certified extract therefrom, signed by the cashier of the company, shall bej>rAma facie evidence of such defendant being a sliareholder, and of the number and amount of his shares and of the sums paid in res- pect thereof. 18. The company shall keep a book, to be call- ed. " the register of shareholders" and in such. i (It. ■ •• - () - book shall be fairly and distinctly enteired, from time to time, the names and additioVks of the ^ several persons being shareholders of the company^ the number of shares to which such shareholders shall be respectively entitled, and the amount of subscriptions psiid on such shares ; and such hodk shall be authenticated by tht common seal of the company being affixed thereto. 19. On demand of the holder of any share^ the company shall cause a certificate of the proppietpi^- ship of such share to be delivered to such share- holder ; and such certificate shall have the coai- mon seal of the company affixed thereto^ and such certificate shall specify the number of shared in the undertaking to which such shareholder is en- titled ; and such certificate shall be admitted, in all courts as evidence of the title of suoh share- holder to the share therein specified, nevertheless, the want of such certificate shall not pre^/ent the holder of finy shares from disposing thereof. 20. The shares of the capital stock of the com- pany shall be held and adjudged to be peraoiial property, and shall be transmissible accordingly, and shall be assignable and transferable at the chief place of business of the company, or at any of its branches which the directors shall appoint for that purpose, and according to such form as the directors shall, from time to time prescribe ; but no assignment or transfer shall be valid and effectual unless it be made and registered in a book or books to be kept by the directors for that purpose, nor until the person or persons making the same shall previously discharge, to the satis- B *» 'i I — 10 — faction of the directors, all debts actually due ot contracted and not then dye by him, her, or them, to the institution which may exceed in amount the remaining stock (if an^^) belonging to such person or person^ ; and no fractional part or parts of a share or other than a whole share shall be assignable or transferable ; and when any share or shareft of the said capital stock shall have been sold under a writ of execution, the officer by whom the writ shall have been executed shall, within thirty days after the sale, leave with the cashier of tlie company an attested copy of the writ, with the certificate of such officer endorsed thereon, certifying to whom the sale has been nrnde, and thereupon (but not until after all debtsi due, or contracted but not then due, by the origi* nal holder or holders of the said shares to the company shall have been discharged as aforesaid), the president, or vice-president, or cashier, shall execute the transfer of the share or shares so sold to the purchaser, and such transfer being duly ex- ecuted, shall be to all intents and purposes as va- lid and effectual in law as if it had been executed by the original holder or holders of the said share or shares; any law or usage to the contrary not- withstandinff. ■ .*-'■ . • • .i I 21. Shares in the capital stock of the company may be made transferable, and the dividend ac cruing thereon may be payable in the United Kingdom, or elsewhore, in like manner as such shares and dividends are respectively trcansfer- able and payable at the chief office of the company, pnd to that end the directors may, from time to ~ 11 - time, make such rules aiid regulations and pres- cribe such forms, and appoint such agent or agents as they may deem necessary. J V- •22. If the interest in any share in the compapy become transmitted in consequence of the death, or bankruptcy, or insolvency of any shareholder, or in consequence of the marriage of a female shareholder, or by any other lawful means than by a transfer according to the provisions of this act, such transmission shall be authenticated by a declaration in writing, as hereinafter mentioned, or in such other manner as the directors shall re- quire; and every such declaration shall be^ by the party making and signing the same acknow- ledged before a judge of a court of record, or be- fore the mayor, provost, or chief magistrate of any city, town, borough or other place, or before a public notary, where the same shall be made and signed ; find every such declaration so signed and acknowledged shall be left with the cashier, or other officer or agent of the company, duly autho- rized to that effect, who shall thereupon enter the name of the party entitled under such transmisr sion in the register of shareholders ; and until such transmission shall have been so authentica- ted, no party or persons claiming by virtue of any transmission shall be entitled to receive any share of the profits, nor to vote in respeet of any such share as the holder thereof ; Provided always, that every such declaration and instrument as by this and the following section of this act is requir- ed to perfect the transmission of a share, which shall be made in any other country than this, or some other of the British colonies in North Ame- *^ I t' i i i \t — 12 — rica, or in the United Kingdom of Great Britain and Ireland, shall be furth3r authenticated by the British Consul or Vice-Consul, or other the accre- dited representative of the British Government wbere the declaration shall be made, or shall be made br fore such British Consul, or Vice-Consul, or other accredited representative; and provided also^ that nothing in this Act contained shall be held to debar the directors, cashier or other offi- cer or agent of the company, from requiring cor- roberative evidence of any such fact or facts alleg- ed in any such declaration. 23. If the transmission of any share of the company be by virtue of the marriage of a fenifJe shareholder, the declaration shall contain a copy of the register of such marriage or other particu- lars of the celebration thereof, and shall establish the identity of the wife with the holder of such share ; and if the transmission have taken place by virtue of any testamentary instrument, or by intestacy, the probate of the will, or the letters of administration or the act of curatorship, or any ofiSeial extract therefrom, shall, together with such declaration, be produced and left with the cashier or other authorized officer or agent of the company, who shall, thereupon, enter the naine of the party entitled under such transmission in the register of shareholders. 24. If the transmission of any share or shares of the Capital Stock of the said Company be by the decease of any shareholder, the production to the directors and deposit with them of any pro- bate of the will of the deceased shareholder, or of 1 1 J. T -13 t letters of ndminif^trution of his C8tate granted by J any Court in the Dominion, having power to grant such probate or lettersof administration, or by any prerogative, diocesan, or peculiar Court of authority in Enfrhind, Wales, Ireland, India or any other British Colony, or: of any testara'ent-^ testamentary, or testament — dative expede in iScotland, or if the deceased shareholder shall have died out of Her Majesty's dominions, the production to and deposit with the directors of any probate of his will or letters of administration of his property, or other document of like import granted by any Court of authority having the re- quisite power in such matters, shall be sufficient i justification and authority to the Directors for paying any dividend or transferring or authoriz- ing the transfer of any share in pursuance of and in conformity to such probate, letters of adminis- tration, or other such document as aforesaid. » 25. The Company shall not be bound to see to the execution of any trust, whether expressed, implied, or constructive, to which any of the shares of its stock shall be subject; and the re- ceipt of the party in whose name any such share shall stand in the books of the company, or if it stands in the name of more parties than one, the receipt of orte of the parties shall from time to time, be a sufficient discharge to the company for any dividend or other sum of nioney paytible in respect of such share, notwithstanding any trust to which such share, may then be subject, and whether or not the company have notice of sttch trust, and the compa^iy shall not be bound to seie — 14 — to the application of the money paid upon such receipt, any law or usage to the contrary not- withstdnding. 26. The chief place of buRine^s of the said com- pany shall be at the cit}*^ ot Montreal; but the said company shall from time to time, and rtt all tifnes hereafter, have power and authority, aud they are hereby authorized to establish such and so many agencits in any part or portion ot the Dominion or in £u gland and urnler such reguhi)- tions for the management thereof, and to remove the same as the directors of the said company may deem expedient. 27. The compauy is authorized to loan and ad- vance by way of loan or otherwise, on the secui- ity of immovable property for a long term, sums of money to be repaid by way of annuities, or for a short term, with or without a sinking fund. 28. The annuity shall include : 1. The interest on the capital, which shall not exceed eight per cent per annum •. 2. The costs of management which shall not be more than one per cent ; 3. The amount for the sinking fund ; and the annuity shall be stipulated in the instru- ment of loan, or the deed executed by the debtor in favor of the company. 29. The rate of payment of the sinking fund shall be calculated so as not to last more than fifty years, with power nevertheless, to the bor- rower to acquit bimw^lf of the whole, or any part -r t T T + t — 16 ~ thereof, at any time, giving three months' notice of his intention; provided always that the com- pany shall allow until final payment of the whole debt. Compound interest at the rate of not moro than one per cent, below the rate charged to their debtors ; and provided that all and every loan for a period of six years or more shall be deemed a loan for a long term, tor the purposes of this Act. 30. The company is authorized to require and receive semi-annually and in advance, all inter- ests, costs of management and annuities ari*?iiig from its loans and disbursements. 31. Incase of anticipatory payment, the com- pany shall not be bound to accept and receive any sum under ten per cent of the amount of any loan made, and may require an indemnity whicli shall be calculated on the difference b9tween the rate of interest stipulated in the deed or in the obli- gation, and th?it of the mortgage bond or deben- ture in circulation at the date of the anticipatory payment, and on ths length of tim3 the obliga- tion has still to run, but such indemnity shall not exceed one per cent per annum on the amount of the anticipatory payment, for such time as the obligation or deed might have to run, and shall not in anv case exceed the losses which the coni^ pany might incur in consequence of the said an- ticipatory payment ; Nevertheless the sum pro-* ceeding from such anticipatory payments may be invested in furthering new loans. 32. The company shall only lend and advance money on first hypothec of real estate, tlie value 16- of which shall be nt least double the amount of the loan and advance money, and any loan made on hypothec subsidiary only to the hypothec of the rentes lumstitmes under the Heigniorial act, or to any privilege or hypothec specially exempted from registration, shall be considered as made on iirht hyiK)thec ; And the loans and advances to be employed in paying off obligations or debts alrea- dy registered, shall also be considered as made on first hypothec, when by the effect of such pay- ment, or of the subrogation arising therefrom in favor of the company, the claim of this latter.shall rank first and not concurrently with that of any other creditor. In this lo,st case the company shall keep in hand the necessary amount to effect such payment. ' '' 33. The company shall require that property liable to be destroyed by fire be insured at the expense of the borrower, unless the said.company holds as security for its claiiix apj\rt ;ffoni such property other real estate worth double the value of the sum loaned, and ^yhich is not liable to be destroyed by fire ; the deed of loan shall contain a transfer of the amount of the insurance in the event of loss. The property so pledged shall be kept insured during the whole term of the loan ; The company shall have a right to have the in- surance made in their own name and the annual premiums paid through their hands ; In the case of a loan redeemable by annuity, such annuity may be increased by so much.; 34. In the event of loss, the insurance money shall be paid directly to the company. During 1 — r one year from the date of the sottleiuent of loss, the debtor shiill have the privilege of rcbuildiag. During that period the company may retain the innurance money, as security to the amount of their claims calcuhited up to the end of the year. - % , ■ ;' 'i^fter the nbiiilding the company shall piiy over the insurance money to the debtor, deduct- ing, however, whatever may be due to it, and if, at the expiration of the year, the debtor has not availed himself of his right to rebuild, or if be- fore th'it time, he has notilied the company that he did not intend to avail thereof, thereupon the insurance money shall finally inure to the bene- fit of the company and shall bo imputed ;n their claim as a payment by way of anticipation. 35. The anticipated payment which shall arise from loss by fire shall not give rise to the indem- nity authorized by section 81 of this act in favor of the company ; Nevertheless, whenever the company shall deem that by the effect of the loss, their security shall have been jeopardized, they shall have the right at any time to exact the pay- ment of the balance due. 36. Every mutation, either by sale, promise of sale, exchange donation or other way, of any im- movable charged for the guarantee of any claim of the company shall confer upon the latter the right to exact, q.t any time, the total payment of »such claim without any notice or signification ; unless the debtor shall, at his own expense, within a month's delay, deposit with the company a re- gistered copy of the deed causing any such muta- - 18 — tion, and the new proprietor of such immovable passes in favor of the company, within the same delay and also at his own expense, a new deed or act acknowledging such claim, and has it duly registered ; And in the event of such payment for want of compliance with any of the formali- ties hereinbefore enumerated, the company shall have a right to claim the indemnity authorized in their behalf by section 31. of this act. 37. The company shall also have the power to loan and advance to municipalities, corporations, and fahriques whatever sums they may be autho- rized to borrow according to the laws and by-laws by which they are governed. 38. The company for the purpose of pn)curing capital, is authorized to issue, and, in or out of Canada, negotiate mortgage bons or debentures {Lettrea de gage). 39. The mortgage bonds or debentures shall be payable either to order or to bearer, and shall bear interest ; and the bearers of such mortgage bonds shall have for the payment of the amount thereof, a priority of claim on the capital of the company over all other creditors. 40. The company shall not issue bonds to a large amount than that of its hypothecary claims, of which they shall be deemed to represent the value ; and the amount paid in on the subscribed stock of the company shall be kept at all times at one-tenth at least of the amount of such bonds in circulation. t — 19 — 41. The mortgage bonds shall he in sterling money or currency, and may be delivered in sub- divisions at the option of the directort>, and as they may think best for their negociation. 42. The Directors may attach interest coupons to the mortgage bonds, and such interest shall not exceed eight per cent per annum. 43. A portion of these bonds, proportioned to the amount of the sinking fund paid in, shall be annually withdrawn from circulation, the num- ber of those to be redeemed being ascertained by lot (tirage an sort), so that all the bonds which have been issued may be withdrawn from circula- tion at the expiration of the time fixed for their becoming due. 44. The mortgage bonds so designated by lot, as well as those becoming due, shall be redeemed at par with interest in specie to the bearers, at the day and place appointed by the company in notices to that effect published in two newspapers, and they shall ceu^^e to bear interest from such day. 45. The mortgage bonds bearing different rates of interest, or payable at different periods, may be classified separately, and shall be redeemed proportionately to the amount received on the sinking fund, and applicable to each class. 46. The company shall keep a book, to be call- ed ^* The Mortgage and Debenture Book,'* and in such book shall be successively entered the date of loans and names, occupation and residence of borrowers, the amount of mortgage money ad- — 20 — vancc<], tlie ainonnt of mortgjigo bonds or deben- tnroH if^siied, the valuo, situation and extent of the real estate hypothecated as security, and all other brief particulars deemed necessary. 47. The company may receive deposits bearing or not bearing interest, and shall have the right of retaining from deposits the amount which shall be due by the depositor. 48. On the fifteenth dav of March annuallv.or such day being a legal holiday, then on the next following day not boing a legal holiday, there shall be a generalmeeting of the shareholders of the company for receiving a report of the state of affairs from the board of Directors, electing the Directors and transacting any other matter of general interest relating to the management of the company. 49. All meetings of the company, or oi the Directors shall be presided over by the President, and in his absence by the Vice-President, and it both are absent by a President jyro tempore, cho- sen by the majority of the members present, and the Cashier j*hall be e.i-o//j(io Secretary of all such meeting, and in the absence of this latter the As- sistant Cashier shall take his place, and the mi- nutes of these n^eeting shall be made and inscrib- ed in a book called " The Record of the Delibera- tions of the Directors," and shall be certified, at- tested and signed in such record by the President of the meeting, and by the Secretary of that same meeting. — 21 — * 50. At all meetings of the company every . shareholder shall be entitled to one vote for every share held by him; and noshareholder shall be entitled to vote at any meeting unless he shall have paid all the ciills then payable upon all the shares held by him. 51. No person shall, in right of any debenture, be deemed a shareholder, or be capable of acting or voting as such at any meeting of the company. 52. The votes may be given either personally or by proxy, every such proxy being a sharehol- der, authorized by writing under the hand of the shareholder nbminatiiig -such proxy ; and every proposition at any such meeting shall be deter- mined by .show of hands, or upon demand of any shareholder after such show of hands by the ma- jority of the votes of the parties present, includ- ing proxies ; the chairman of the meeting being entitled not only to vote, as a principal or proxy, but to have a casting vote if there be an equality of votes. 53. No person shall be entitled to vote as a proxy unlets the instrument appointing such proxy have bf,^!? tranjrniittcd to the clerk or cashier of the company two clear days before the holding of the meeting at which such instrument is to be used, and no person shall at any one meet- ing represent as proxy more than ten sharehol- ders. 54. If several persons Ik? jointly entitled td a share, the person whose name stands first on the register of shareholders as one of the holders of t — 22 — such shares shall, for the purpose of voting at any meeting, be deemed the sole proprietor thereof, and on all occasions the vote of such first name^ shareholder alone, either in person or by proxy, shall be allowed as the vote iu respect of gucU share, and no proof of the concurrence of the other holders thereof shall he required. 55. The directors may from time to i\me make rules and by-laws for the transaction of the affairs of the company, which rules and by-laws shall be adopted at a general meeting of shareholders, and they shall have and may exercise the povvcrs, pri- vileges and authorities set forth and vested in them by this act, and they shall be subject to and be governed by such rules, regulations and provisions as herein contained with respect there- to, and by the by-laws to be made for the mar^a- gement of the said company, and the directors shall and may lawfully exercise all the powers of the company except as to such matters as are di- rect(»d by this Act to be transacted by a general meeting of the company ; they may call any generalj special or other meetings of the company, or of the directors which they may deem neces* sary ; and they shall, upon requisition made in writing by any number of shareholders holding in the aggregate one-fifth part of the- shares of the company, convene an extraordinary general meeting ; and such requisition so made by the shareholders shall express the object of the meet- ing proposed to be called, and shall be left at the company's office, and if the directors do not con- vene such general meeting within twenty-one I 1. ^23- I days from the date of the requisition, the requisi- 1 tionists, or any other shareholders havin-^* the re- 'V quired number of shares, may themselves con- vene a meeting ; The directors may use and affix or cause to be used and affixed the seal of the company to any documentor paper which in their judgment ma}'^ require the same ; they may make and enforce the calls upon the shares of the res- pective shareholders ; they may declare the for- feiture of all shares on which such calls are not paid ; they may make any payments and ad- vances of money as they may deem expedient wliich are or shall at any time be authorized to he made by or on the behalf of the company, and enter into all contracts for the exception of the purposes of the company, and for all other mat^ ters necessary for the transaction of its affairs; they may generally deal with, treat, sell and dis- pose of the lands, property and effects of the com^ pany for the time being, in such manner as they shall deem expedient and conducive to the bene- fit of the company, 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 at any time be granted to the company by the Parliament of the Dominion, or for the performance and fulfilment of any conditions or provisions from time to time prescribed by the \ said Parliament in giving such further powers — 24 — and authorities, or in altering or repealing the same respectively, or finy of them ; but all the powers ^hall be exercised in accordAince with and subject to the prrovisions of this Act in that be- half : ProvidlEjd always that all real estate acquir- ed and held by the S:iid c6Wij3?any in virtue of this act, except such as is necessary for tlie use and occupation of the company, and the purposes thereof, shall be sold and realized at public auc- tion or private sale by the company at any period not later than five years from the acquisition of such real estate. 56. The directors shall name the cashier, assis- tant cashier and all other subordinate officers of the company, and shall ^k their respective sala- ries and remuneration, and shall take from the cashier security for not less than five thousand dollars, and security for not less than two thou- sand dollars from any other officer having control of the cash or any monies of the company. 57. The directors shall cause notices, minutes or copies, as the case may require, of all {\ppoiht- ments made or contracts entered into by the di- rectors, to be duly entered in books to be from time to time provided for the purpose, which shall be kept under the superin tendance of the direc- tors : and every such entry shall be signed by the chairman of the meeting at which the matter in respect of which such entry is made was moved or discussed at or previously to the next meesing of the company or directors, as the case may be ; and a copy of such entry so signed shall be receiv- ed as evidence in all courts, and before all judges, »' — 25 — justices and others, without proof of such respec- tive meeting, having been duly convened or of the persons making or entering such orders or proceedings being shareholders or directors res- pectively, or of the signatures of the chairmen, all which last mentioned matters shall be presum- ed ; and all such books shall at any reasonably time be open to the inepection of any of the share- holders. .ir.; :■• yvH^j 5S. The company shall not declare any divi- dend whereby their capital stock may be reduced, and shall not pay any dividend exceeding eight per cent per annum, as long as their reserve fund shall not have reached twenty-five per cent of the paid up capital stock. 59. Before apportioning the profits Aforesaid, the directors may, if ihey think fit, set . asidt^ thereout such sums as they may think proper to defray preliminary expenses and to meet contin? gencies, or for enlarging or improving the estate of the company or any part thereof, or promoting the objects and purposes for which they are in- corporated, and may divide the balance only among the proprietors, subject neverthelei-s to the provisions of t//e next preceding section relating to the reserved furd. 60. No dividend shall be paid in respect of ai\y share until all calls then due in respect of that or any other hhare held by the person to whom such dividend may be payable, ehall have been paid^ 61. To the payment of the expenses of the — 26 — c6rhpar.y there shill be applied in the follo\Vhig order : — 1. The amount received for preliminary ex- peimes ; 2. i^he arfioUnt received for costs of inaiiage- 62. To the payment of the debts and losses there shall be applied in the following order ; — 1. The revenues and profits ; 2. The reserve fund ; 3; The shares. 63. It shall be lawful for the directors from time to time to appoint such and sO many officers, Fplicitors aiids agents, either in the Dominion or elSBwhijre, and so many servants as they deem expedient for the management of the affairs of the company, and to allow to them such salaries and allowances as may bo agreed upon between them and the coroipany. and to make such by- laws as thev may think fit for the pu:pose of re- guhtting the conduct of the officers, solicitors, rfgenta and servants of the company, and for pro- viding for the due management of the affiurs of the company in all respects whatsoever, and from time to time to alter and repeal any such by-laws ali*M^ tn'a^ke ofhers, provided such by-laws be not re^ti^grtant to the laws of Canada or to the provi- sions^ of this Act ; and such by-laws shall be re- ^i^ed into writings and shall have affixed thereto the common seal of the company, and a copy of such by-laws shall be given to every officer and I • I 1 t I I I m it li- to id - 27 - ftervaut of the company, and any copy or extinct tUoreirom certitied under the signature of t\\e cashier shall be evidence intiJl cornets of justice in Gai>ada, of such by-laws or extracts frota fchein, and that the same were duly made, and ar^ in force; and in any action or proceedings at law, .criminal or civil, or in equity ,it shall not be neces- sary to give any evidence to prove the sen! of the company, and all documents purporting to be sealed with the seal of the company, shall be held to ha\e been duly sealed with the seal of ithe same. 6-^. With respect to any notice required to be served by the company upon the sharetioldera, it shall be suificient to transmit the same by post directed according to the registered address .qr other known address of the shareholder, w^thw such period as to admjt of its being del've^'ed ^iji due course of post within the period (if any) prescribed for the giving of such notiee, and in order to prove the giving of such notice Jt ahaU be sufficient to prove that such notiee Wiis 'pro- perly directed, and that it was so put iitto the l\)st Office. 65. All notices required by this Act to be gi- ven by advertisement in a newspr\per, sJ^aH be signed by the chairman of the meetiiig at which such notices shall be directed to be given, or by the Cashier or other officer of the company, apa shall be advertised in such newpaper as the Jpjf- rectors shall order, unless otherwise «peciaUy. pro- vided by this Act.; and the same shall thereupon be deemed and considered to be personal notices. 66. Every summons, demand, or notice, or othei* such document requiring authentication by the company, may be signed by one Director, or by the Cashier of the company, and the same maj be In writing or in print, or partly in writing and partly in print/;* •" 67. The President, or in his absence, the Vice- President, and the Cashier, or, in his absence/the Assistant Cashier, shall sign all deeds and docu- ments to which the company shall be a party; and in the event of both the President and the Vice-President, or both the Cashier and the As- sistant-Cashier, or all of them, being prevented from signing any such deed or document, either by absence, personal interest, or (tny other cause whatsoever, such deed or document shall then be sigiied by siifch person or persons as the Board cf Jiirbctors shall authorise to that effect. • * 68. So soon as the company shajl have com- menced to transact business, a list, stating the names, occupations and residences of the share- holders, and the amount of shares respectively held by them in the undertaking, shall be trans- mitted to the Minister of Finance, who may then name and appoint three from among the said shareholders as Auditors of the company ; Provid- ed always that such Auditors so named and ap- pointed be holders of not less than ten shares in the capital stock of the company; and the same shall remain in office as long as the Minister of Finance shall not have replaced them, unless their office should become vacant for some of the rea- sons hereinafter set forth, namely : death, posses- t *-^j) ^ stonofless tlian ten shares, insolvency, bank- ruptcy, arrest for crime or offence, resignation or negleet in discharging their duties ; and in every such event immediate notice thereof shall ba gi- ven to the Minister of Finance, who may fill up such vacancv iu the manner hereinafter mention- ed. Nevertheless it shall be lawful for the Minis- ter of Finance to make such appointment, or to invest the Board of Directors with the power of making the same, 09. It shall be the duty of the Auditors tq see the statutes and by-laws be strictly enforced, and for that purpose they shall have a right to attend tlu meetings of the Board of Directors, to be con- sulted to superintend the creation of the mort- gage bonds, as also the issuing thereof; they shall exainiae the inventories and annual accounts, and submit to the general meeting such observations thereon as they may deem advisable. Whenever they may require, they shall have communication of the books and accounts, and of all writinsrs generally. They shall have power t/) verify the ijjtate of the cash as cash b3oks at any time what* ever ; and they may, whenever their decision is unanimous, require a sp2cial meeting of the share- holders to be called. 70. The company shall, on the first days of January and July in each year, transmit to the Minister of Finance a full and clear statement of their assets and liabilities on the day of the date thereof, and such statement shall contain, in ad- dition to such other particulars as the Minister of Finance may require : T in Int. The amount of stock subscribed ; 2tKl. The amount paid in upon suoh alock 3rd. Tho amount of mortgage bonds or dober- tnres in circuhvtion ; U) jr?njr : :uh 1th. The am,ount in vested and secured by mort- gage deeds ; ,,,•,,,,,.! .,1 ,j,„,. :^ 5th. The value of real estate under mortgage; 6th. The amount held as' deposits. 71. And such statement shall be attested on oath, before some justice of the Pcaoe, by three l>ersons at least, one being the President, Vioe- Prenident, or other funclionary for^he time being at the head of the company, i^n^ the Cashier or Assistant-Cashier of the S'«ne^ and the other or others the Auditor or Auditors of the said oom- pnny, 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 j and found it to he exact and true in every particular ; tLftt the property under mortgage has been set down at its true va- lue to the best of his knowledg and belief; and that the amount of the shares and debentures is- sued and outstanding, as he verily believes, is co!«- rect ; and that the amount of the deposits as well as the investment thereof is atated cp.rrectly ; and such statement shall be published by the Minis- ter of Financei, in such manner as be shall think conducive to the public good ; and such state- ment shall be transmitted by post, within eight days after the date to which it is to be made up, and if the same be not transmitted within one I — 31 — month after the naid day, or if it shall appear by the stattment that the company is insolvent, the Minister of Finance may, by notice in the Gazette, declare the business of the company to have ceased; and if the Minister of Finance shall iii any case suspect any such statement to be wil- fully false, he may depute some competent per- son to examine the books and inquire into the affairs of tbe company, and to report to him on oath ; and if by such report it shall appear that such statement was wilfully false, or that the company is insolvei»t, 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 enable him to make a suificient report, the Minis- ter of Finance ifuiy, by notice in the Gnzette, de- clare the business of the company to have ceased ; but iii any of the cases in which discretionary poweif is given to the Minister of Finance to de- clarie the business of the company to have ceased, he may, before so doing, give notice to the com- pany, iand afford the same an opportunity of mak- ing any explanation it may be advisable to make ; and all expenses attending such periodical state- ments, and the publication thereof, shall be borne bv the said companv. ■ V 1. t/ 72. It shall be lawful for the Directors of the said company, when it shall have been determin- ed at a meeting of the shareholders thereof, to apply for and obtain a royal charter of incorpora- tion, or an Act of the Parliament of the United Kingdpm of Great Britain and Iraland, for grant- ing to the said company the powers and authqri- — 32 — ties in Great Britain necessary for carrying on and accuDiplishing the ijndertaking authorized hy this Act, or to register anieuiorandum of associa- tion, or articles of association, under the provi- sions of the Act of the Parliament of the United Kingdom, intituled " The Joint Stock Companies Act of 1856," for the purpose of more effectually carrying out the ohject^i of this Act in this rouii^ jiion, or in any part of the United Kingdom of Great Britain and Ireland. 73. In this Act the following words and ex- pressions shall have the several meaning hereby assigned to them, unless there be something in the subject ot context repugnant to such con- struction, that is to say : words importing the singular number shall include the plural number; and words importing the plural number shall in^ elude the singular number; the word " month" shall mean calender nionth; the word "cashier'.' shall include the word ** clerk" ; the term " real estate" shall ex tend to me^surages, lands, tene- ments, and hereditaments of any tenure; the word " company" shall signify " the The Landed Credit Company of Canada" ; and the word "Do- minion" shall mean " The Dominion of Canada" ; the words " mortgage bonds or debentures" shall jilso apply to subdivisions (toiqmreb). of said mortgage bonds. 33 — CHAP. 37 VICTORIA. I All Act to amend the Act to incorporate a Com- pany by the name of "' Le Credit Fonder du Bus-Canada. " WHEREAS " Le Credit Fonder du Ban-Canada'' has by its petition prayed that certain amend- ments may be made to its Act of incorporation ; and whereas it is expedient to grant the prayer of the said petition : Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as fol- lows ! — .^ 1. The proviso to sedition twenty-nine of the said Act is hereby repealed, and the rate of inter- est (if any) to be allowed by the Company to its borrowers on payments made by them on account of sinking fund, shall be such as may be settled by the deeds between the Company and its bor- rowers respectively. 2. xt shall be lawfull for the Company to de- duct previously from the amounts of its loans a bonus, which shall not at anv time exceed two 7 4/ per cent, which bonus may be retained at the outset or distributed over the whole period for which the loan is made, and in the laet mentioned — 34 case shall form part of the annuity, the whole as ma}^ be settled in the deed between the Company and the debtor. 3. The Company may, if it thinks fit, take a deed of sale of any immovable property which it is desirous of having pledged to it as security in any transaction mader or to be made, and that subject to such clauses and conditions of lease and of reconveyance as may be settled in the deed between the Company and its debtor, the clauses of such deed being indispensable and not commi- natory. The Company may possess any immov- able property so acquired during the whole of the time stipulated in the deed between it and its debtor ; but if the Company finally b icomes the actual owner of any such immovable property unconditionally, it shall dispose thereof within five years, as provided for by section fifty-five of the said Act of incorporation. 4. Lettres