IMAGE EVALUATION TEST TARGET (MT-3) 1.0 i.l 11.25 1^ 1 2.8 ^ m ^ us, 2.5 12.2 2.0 1.8 U 11.6 VI % ^p). c^ Sciences Corporation 23 WEST MAIN STft£ET WEBSTER, N.Y. 14580 (716) 872-4503 '^";^" %"•■ .^ '%" signifie "A SUIVRE ". le symbols V signifie "FIN". Maps, plates, charts, etc.. may be filmed at different reduction ratios. Those too large to be entirely included in one exposure are filmed beginning in the upper left hand corner, left to right ano tcp to bottom, as many frames as required. The following diagrams illustrate the method: Les cartes, planches, tableaux, etc., peuvent Atre filmis i des taux de reduction diffirents. Lorsque le document est trop grand pour Atre reproduit en un seul clich!» ^ BY-LAWS or TBI ARTISANS' UTUAL SuiLDING loCIETY, INDEX OF THE CLASSIFICATION OF BY-LAWS. v? CH A P. 1 . — Formation of the Society, its object, em- ployment of its funds, and its capital... 3 CHAP. 2. — Members of the Society, their obligation and rights 6 CHAP. 3. — Directors and Management of the affairs of the Society 14 CHAP. 4.— General meetings of the members of the Society and meetings' of Directors 18 CHAP. 5.: — General provisions and miscellaneous... 21 ^r BYLAWS OP THE A-RTISANS' MUTUAL BUILDING SOCIETY. ADOPTED AT THK GENERAL MEETING OF DEC. 7, 1871. CHAPTER I. FORMATION O^ THE SOCIETY, ITS OBJECT, EMPLOTMENT OF ITS FUNDS AND ITS CAPITAL. Article I. — This Society is named, " The Artisans Name. Mutual Ihiilding Society^ It id incorporated by virtue of chapter sixty-nine of the Consolidated Statutes of Lower Canada, intituled: " Act Concerning Building Societies." Its head office is in Montreal. Article II. — Its object is to offer to its members a object means of advantageously laying aside their savings securely ; to assist them in securing real estate, or to improve or free those which they possess, and to offer to the members to whom it may advance their shares, or to whom it may sell real estate, easy terms of payment and reimbursement. BY LAWS. ♦ Opening of clMnes. Duration of the clasiea. OoBipo.ition. Article III.— It is composed of an indeterminate number of members, possessing one or several shares, in one or several of the classes which shall be successively opened every year. Article IV.—To begin on the first of March, eighteen hundred and seventy-two, and aL the same period of each subsequent year, there shall be opened a class which shall be designated by the date of the year in which it shall be formed. But the Directors may allow shares to be taken in the class then open, and to begin to make monthly payments at any other period of the year; and when the interests of the Society shall require it, they may also, at any time, close the subscription books to the non-borrowin^ members. Article V. — The duration of the classes is indeter- minate. So soon as the profits realised, added to the instal- ments paid, shall be sufficient to allow of the payment of the unadvanced shares of the class of the month of March of each year, and to allow to the members of the classes remaining such guarantee as shall be considered sufficient to cover all the losses which may result from the operations of the Society during the continuance of the expiring class, it shall be the duty of the Directors to declare such shares realised, and to pay to the members their stock as well as the surplus which may be granted, in so far as the funds of the Society shall permit. But the class shall remain open for the members who may not have begun to pay their instalments at the month of March, until they shall have paid the same number of instalments as the members who shall have begun at the opening of such class. ?h2ftormTroof ^K^iCLE VI.— All deliberations and declarations of prima facie. the Board of Directors relative to the duration of classes, to the realisation of shares, to their payment, to the surplus granted, to the reserve made for probable losses, and, in general, to the liquidation of the shares of each BY LAWS. ermmate hares, in cessively March, le same jpened a the year ;n in the •ayments interests , at any )rrowing indeter- le instal- payraent aonth of rs of the nsidered from the ce of the ictors to members granted, it. But eho may nonth of imber of in at the itions of f classes, , to the le losses, of each I class, shall bo final, and shall form proof prima facie, until contrary proof shall be made, of the truth and propriety of their contents, and shall be obligatory on all mterested, without the necessity in any case of pro- ducing the books or statements from the books of the Society, or any other proof whatever. Article VII. — All the capital c»btained for the use of Employment or the Society and belonging to it shall be em. ployed: **'' 1. To cover the expenses incurred for its adminis- tration. 2. To pay all sums of money lent to it by its members, or which it shall have obtained on the personal guarantee of its Directors. 3. To pay the shares extinguished or realised. 4. For the purchase of the shares of members who shall withdraw in the manner hereafter provided. 5. To advance to the members of shares upon guaran- teed mortgages; public funds or monthly payments • already made. 6. To acquire ground on which to build houses and dependencies, which it shall sell to its members or to any other persons, on such conditions as the Directors shall think fit. When the funds shall not have been disposed of for the above purposes, the Directors may dispose of them otherwise for the benefit of the Society. Article VIII. — Each share is fifty dollars, and no ^"™''^y[j member can hold, by any title whatever, more than eighty at one time. Article IX. — The shares shall be payable at the Payment of Society's office, at such hours as shall be fixed by the Directors, by monthly payments of fifty cents per share, on the first day of each month, always a month in advance; but every Stockholder shall be exempt from the fine hereafter imposed, provided he shall make such payment during the first eight days of each month inclusive. 6 BY-LAWS. CHAPTER II. MEMHERH, THEIR RKIIITS AND OBLIOATIONH. nSS*'"""' . Article X.— The members of the Society are de- signated by ditterent names, according to the nature of their relations with the Society, to wit: 1. The borrowing members: those who receive in advance the amount of one, several, or all their shares, on conditions and at a rate of interest and bonus estab- lished in confonnity with the by-laws of the Society. 2. The lending or non-barrowing members: these are the proprietors of accumulating shares, not advanced on mortgages, and who have the right to withdraw the amount at or after the extinction of the class of which they are members, according to the rules and conditions fixed by the Directors. 3. Participating borrowers : those who, whilst receiving the advance on their shares, share in the profits and losses of the Society, at the time of the extinction of the class of which they are members. 4. Non-participating members: borrowers, who not willing, at the end of any class whatever, to be subject to the risks of deficits which might then be shown to exist, or who, having paid up before the end of such class, no longer participate in the bonus or surplus which may be declared to the profit of the other Shareholders, feXftoiV-'"" Article XL— Every person, to become a Share- come a share- holdcr of the Society, is bound to siurpose, red the thereto, jcations I AimcLK XII. — Every person becominji^ a member, *'"*'"*'• *••• except by title of sjUcccQsiok', shall pay an entrance fee of fifty cents, new currency, per share, or one per cent. Article XIII. — 1. Every member, whose 'monthly j.^^^^^ payment shall not nave been made within the above named delay, shall pay the foUov/ing fines: 1 Cent per share for the lit month. a " '• " and " 4 M « " .Srd " 8 " " " 4th " 16 " " " 6th " Total for live months 31 cents Or on 1 share, 1 iimuth, 1 cent. « i< a •' 3 " « II 3 II 7 i< II II 4 II 16 H .( i< 6 '' 31 " Total for five mouths 31 cents. 2. ^^^^ the sixth month the fin<; ceases to double, and begins again as at the first montii on the above scale, doubling for the following months, and thus successively for each complete period of five months. 3. Every member who shall not, at the time fixed, have paid the interest and bonus upon the shares which shall have been advanced to him, shall pay in addition for such default a similar fine for each share until judg- ment shall have been obtained in case of his being sued. 4. But the above fine having been fixed, more for the ing^MempUon."" purpose of enforcing on the members punctuality in their engagements than to create a revenue, it will be in the option of members in arrears +0 exempt them- selves by compensation, by making, besides the payments due, as many payments in advauce, but this exemption by compensation cannot take place in any case in which the member in arrear shell have been legally sued, or whose shares shall have been extinguished in the manner provided heteafter. Abticle XIV. — When a non-borrowinjj member Forfeiture of a shall be in arrear six months or more, the Directors rights in certain may, without previous notice being given, extinguish *^***' his shares and finally close his account, either by putting it to his credit, or by returning the payments which he shall have made on his shares, with legal interest, after 8 BY-LAWS. deducting all the claims of the Society against sucli member for arrears, interest, fines, or other rights what- ever. To close finally the account of a borrowing member indebted for a balance after suit and forced sale of his effects, the Directors may extinguish or sell his shares in such manner as they shall judge fitting, and the value of such shares shall be established according to the provisions of the preceding paragraph, unless the Directors shall judge it to be proper, according to the circumstances, to attribute to them a greater value, owing to the probable profits, and then, in either case, the Society shall pay itself the balance which may be due to it, and hand over to such member the remainder of the produce of the sale of his said shares, if there be any remaining. lie^^^mt"""^ Article XV.— In any case, nothing in the above delay. articles shall prevent the Directors from suing for the recovery of all the said arrears, interest, fines, balances, i and other claims, when they consider it to be more for I the benefit of the Society, nor to grant in certain rases, / by agreement with the members in arrear, or sued, I longer or snorter terms of payment, with interest stipulated rate. a I f Rights of metn- ARTICLE XVI. — 1. Evcry member, having made at bera atter certain ■> . n . ■, '.iin". -i-n payments. least lour payments, and against whom the Society shall have no claim, may transfer, without expense, his shares in the manner ordered by the Directors. 2. Every member, having made at least twelve monthly payments, may withdraw from the Society by giving a month's notice in v/riting to the Secretary- Treasurer, and from the date of such notice shall be understood to be no longer a member. 3. All his payments shall be refunded ; nevertheless, every member so withdrawing, shall be bound to wait until the funds of the Society shall permit the repay- ments of the instalments made; and whoever shall BY-LAWS. nst such its what- member e of his lis shares and the rding to iless the ig to the }r value, her case, may be jniainder there be le above ; for the 3alanc9s, more for dn rases, or sued, rest :'t a made at ety shall lis shares twelve )ciety by ecretary- shall be jrtheless, to wait e repay- er shall withdraw after having made eighteen payments, shall have the right to such portion of the realised profits as the Directors shall consider it proper to grant. Article X VIT. — Every member making application Deposit to be for a loan, otherwise than on the guarantee of payments ing member""^ made on hij shares, shall deposit, with his written application, in the hands of the Secetary-Treasurer a sum of money, the amount of which shall be previously fixed by the Directors, to guarantee to the Society the repayment of the expenses incurred by such application in (iase the borrower may not give, at the proper time, the guarantees thought sufficient by the Directors, or that they may consider his titles defective. Article XVIII. — Upon all loans or advances what- ^"terest and ever, made by the Society, the Directors may require and accept for the profit of thQ Society, in name of interest and bonus, a sum which shall not be less than twenty-five cents, nor more than fifty cents for each month, for the use of each sum of fifty dollars advanced or lent; the whole without prejudice to the entrance fee, fines, &c., prescribed by the by-laws. Article XIX. — 1. Payments made on sbares shain'"a"« f'" B«a 1 ai • . . PI •111 1 .1 antees ot stock be sumcient guarantees tor loans, provided that the said payments amount to sixty dollars for each fifty dollars to be advanced. 2. Every member borrowing on this guarantee shall give his obligation or recognisance by which he shall engage to reimburse the Society, at the expiration of a terra which shall be agreed and fixed on by the Directors, all sums thus borrowed from it, and to pay it, for the use of the same, the interest and bonus of which the rate shall be fixed according to article XVIII of these by-laws. 3. And every such borrowing member who shall net fulfil the obligations which he shall have contracted towards the Society, by such obligation or recognisance, 10 BY-LA WS. shall be chargeable with all the fines imposed by article XIII of these by-laws, and his shares subject to article XIV of said by-laws. Privileges of the ARTICLE XX. — The shares, profits and money ffener- Society over the „ii n ^ - t i . ^ '■ ., , *' ^ ally ot any member mdebted or responsible towards the Society for any cause whatever, are specially and by privilege assigned for payment of the claims of the Society against him. shares. Transfer of stock. Article XXI. — Every shareholder may transfer and cede his stock or part thereof, provided that it is com- pletely free, but this transfer, to be binding as regards the Society, must be made in writing, and not other- wise, in a book kept for that purpose by the Society, and must be signed by the grantor and the assignee. The Society is not bound to recognize such transfer unless it has been mafle in the form and on the condi- tions prescribed by the present article, and when the grantor has satisfied all his obligations to the Society. E^'^V'thdr ^«ticle XXII.— 1. No member can obtain from repayment. the Society, in name of advances on his stock, any sum whatever for a longer term than that of the duration of a class. 2. Nevertheless, the Directors may grant to persons, or to members to whom they shall sell real estate, terms of payment which may embrace the duration of two classes succeeding one another. 3. Every sum lent by the Society must be repaid by monthly payments, unless other terms be specially agreed upon. SeSfoKeaS ARTICLE XX III.— Members holding shares declared shares. realised and payable cannot exact interest on them before the expiry of the three months following the date at which the last payment has been made upon these said shares. BY-LAWa. 11 by article to article Ley gener- ;vards the J and by IS of the nsfer and t is com- 3 regards ot other- i Society, signee. 1 transfer he condi- vhen the ocieiy. lin from any sum iration of persons, te, terms I of" two epaid by specially -The proprietors of accumulating J"*^"*^ ^°^^|* Article XXIV. , ^ „ 1 11 \ ^ '^ ^ 1 • T° "l^" payments sriares ana borrowers, wlio desire to make an immediate nwdeia advance, deposit of money, in order to provide in advance for pay- ment of their monthly instalments (this deposit must not be less than the sum required for six instalments in advance, by share or loan,) have a right to interest on the amount thus deposited, at the rate fixed by the Directors. Article XXV. — Every borrowing member may, at Repayments of any time, reimburse and pay the amount which shall have 'end"ot^he dass* been advanced and lent to him ; by giving to the Society, at least a month beforehand, notice of his intention to make such reimbursement; provided always that this shall not be before six months from the date of the loan. Article XXVI. — In case a borrowing member shall capital exigible be found, at any time, to have failed in making six con £ear?"°°****' secutive monthly payments of capital, interest and bonus upon the shares, the amount of which shall have been advanced, then the whole capital sum, or whatever may remain due at the time, shall become immediately exigible, without any necessity for him being put en demeure. Article XXVII. — All acts or contracts in which the Actt concerning Society shall appear, or intervene, or shall even be con- b'^^ifa^Noto™**** cerned, must be passed before the Notary generally employed at the time by the Society ; the latter having an interest that the acts which concern it should, as far as possible, be found in a single and the same ofHce; but the cost of such acts are to be regulated by the tariff of the Board of Notaries, or else by that which shall be made by the Directors. declared 3n them ang the ide upon AbTICLE XXVIII. In case of the decease of a mem- Decease of ahare- ber, his heir and legal representative is bound to submit substitution^" to the Board of Directo s the documents or titles proving such disease and establishing his right to replace such member or to dispose of his stock; and if, after exami- n Bt-LAWS. Replevy of hypothecs. nation, these titles are considered satisfactory, the name of such heir or representative is substituted for that of the shareholder deceased for all purposes of right. Nevertheless, the Society is never bound to reo-ard the substitutions which may be made either by tes°tament, by donation or otherwise, of shares or stock in the capital thereof, and will be in no way bouad by such dispositions, which it has, in all cases, the right to con- sider as null and void. Article XXIX.— If a borrower desires, before the expiration of the time for which he has contracted an engagement, to free his property from a hypothec created in favour of the Society, he may be allowed to do so by paying all arrears due, either in the form of fines or otherwise, up till the day of such payment, and on such other conditions as the Directors shall deem it proper to He may also substitute, at his own expense, another property than that originally hypothecated, provided such other property shall be deemed sufficient by the Directors to guarantee payment of the sum then due to the Society. giranS Article XXX.-l. Every advance to a borrowing ^uTidhS'"'"" "^^^er IS niade on mortgage or other guarantee deemed suthcient by the Directors to secure payment of the sum lent, and of all interest, bonus, expenses, &c. The buildings upon the properties mortgaged shall be insured for the benefit of the Society, whenever the latter shall require it, at the cost of the borrower and during the whole term of the loan, with such Inurance Company as the Directors may consider suitable, and that for an amount at least equal to that which shall then be due; and the policy of such insurance shall invariably be made in the name of the Society, or duly transferred to it, in order to enable it to collect the amount, should cause arise. ^ 2. And in the same way it shall be allowable for the oociety at all times to eftect such insurance itself, in its own name or in name of the borrower at the expense of BY-LAWS. 18 e, another I est. the latter, without necessity on the part of the Society for any notification or mise en demeure whatever. In all cases the Society shall have possession of the policy of insurance. 3. But the Society shall be in no way responsible towards the borrower or representatives for any delay or neglect in the renewal of any insurance, nor for any loss which may result either from the insolvency of the Insurance Company which it shall have chosen, or from the non-execution, in whole or in part, of the engage- ments and obligations of such Insurance Company. Article XXXI. — All money which shall have been S'^°°t'he*''Sdlf disbursed by the Society on account of any of its bor- shau bear inter- rowing members, either in respect of premiums of"^' insurance, expenses for loans,, or otherwise, shall bear interest until repaid, at the same rate as that stipulated in the act of obligation of such borrowers, and shall be recoverable from the latter at the first application, or periodically, according to agreement. Article XXXII. — In case of fire in buildings insured, or of a part of them, or of damages caused by tors to settle fire, the Directors may, but without being bound to do ance. "" so, establish and liquidate with the insurance, without the consent or concurrence of the insured, if he is absent from the Province, all claims in respect of such damages or losses, and also to obtain from the Insurance Com- panies all sums of money thence arising; in all cases the receipt of the Secretary-Treasurer shall be a valid and binding discharge as regards such insurance for all moneys which shall be so obtained. Article XXXIII. — The Directors may, at their Kuipioyinent of discretion, either employ, in whole or in part, the money ^ which they shall uplift in virtue of the transfers of insurances made by borrowing members in repairing damages done to the property, or retain and apply such money, either wholly or partially, as they shall judge proDer. in liauidation of the amount due bv such bor- rowing members to the Society; and the surplus, if there be any, shall be transmitted to the borrower, or to whom it belongs as of right. Powers of Direc- raoney ansing ~ 'om insurances. 14 BY-LAWS. CHAPTER Iir. DIRECTORS AND MANAGEMENT OF THE AFFAIRS OF THE SOCtETY. Direction of the Society. Quorum. Election of Directors. Term of office Resignation. Eeplaciug. Lucrative offices. Qualification. Article XXXIV.-The affairs of the Sodety shall be under the control and ^.overnment of a Boid of Directors, to the number of seven, .o lon^. as Artide force, and only five as soon as the said Article shall pI, into effect; wh^h Directors shall elecftL t P^ ^ and Vice-President, and the ouornm «t *i;^- ^^ . ^"'^ shall be three. ^ "" ^* *^'^"' "meetings GeLKt?n?t''' "^u'f ''''^ ^^^^' ^* *^'^ Annual ueneral Meeting, by an absolute majority of votes .5. Ihe Directors, once elected, sliall remain in offln. until replaced by their successor; unle sTy ceaL ^ become so by one of the follo;ing causef namelv f Every Director has a right to give in writino- his "Ed in lta'«^-r'-^V"^'^^'*^ be^re'&te'; replaced m the manner hereinafter provided. 6. Every vacancy in the Board of Direction happen- fll L flfl aT'^ "^ '^''^ y^^'^ ^''^"^ whatever cause office until ,1 ^' ''^"^f 't^tod Director shall remain in omce until replaced at the election of Directors bv th.^ annual general meeting. -t^neciois by the beL^tl^iv''^°'' T -''"^^ ""' ,^" ^^^^" ^'^ in office, nor Dtlore the expiry of six months after leavin^r it can fill uny lucrative office in the Rnr^.ur ^ '^' "^^^ ^^^ leaftwentv'l^' ' '^^T^^' ^"^^^« ^^ ^^ ^ bolder of at least twenty shares m the stock of the Society. BY-LAWS. 15 5 OF THE Article XXXV.— Every Director duly named by {J^J^^"?;;,**^ "^ virtue of the above prescribed rules, has a right to two dollars for each meeting of the Board of Directors where there is a quorum, and at which he shall be present during the whole sitting; but no Director shall receive more than sixty dollars in any one year for such service, even when the number of meetings during such year shall be more than thirty. Notwithstanding, the Society may vote to the President over and above what is allowed to him as a Director, an indemnity on account of the greater amount of time and attention which he shall give to the business of the Society. The present Article shall not come into force until a period fixed by special resolution passed at a General Annual Meeting of the Society. Article XXXVI. — 1. The Directors may make J^^''^' "^^^^^*- with one or more of the Banks holding a charter and andAcquisitiout. doing business in Montreal, such arrangements for the ?/DiieJto«!^*" deposit of money and funds belonging to the Society, for the openmg of credit and the transaction of all other business which shall seem to them advantageous. 2. The President, or, in his absence, the Vice- President and Secretary- Treasurer, on deliberation of the Board of Directors thereto authorising them, may, in name of the Society, negotiate all purchases or sales of Bank shares, public funds, lend and contract all loans deemed necessary HiA useful by the Directors, on such conditions and restrictions as shall be approved by them; they may in the same manner jand on similar deliberation, accept, acquire, hold, sell, alienate, transfer, bind and mortgage, for and m name of the Society, all real estate, heritages, moneys, merchandise, moveables and effects whatsoever, and all title deeds or other instruments bearing obligation, acts or titles and all other effects, and all rights and claims which the Society may lawfully accept, acquire, hold, sell, alienate, transfer, bind and mortgage in virtue of the law, make abate- ine?its in part, anv^ compounu witn au persons whatever for claims of which they may consider the recovery doubtful, or more or less uncertain and distant, make ^ 16 BY-LAWS. Secretary- Treasurer. abatements, m certain cases, of fines incurred; and signed bv the President, or, in his absence, or if he is personally interested, by the Vice-President, and also countersigned by the Secretary-Trea^urer, or, if the latter is absent or personallv i)iterested, by the Assistant Secretary-Treasurer, or by any other person specially authorised by resolution of the Directors Article XXXVII._1. The Directors shall name a Treasurer,^who may at the same time be Secretary, and who shall manage the business of the Board of Direction under the control of the Directors. Z. Me cannot enter upon his duties until after having given sufficient 3ecurity at the discretion of the Directors; the same rule shall apply to the other paid officers of the Society. ^ ^.^powersand ARTICLE XXX VIII. _1. The Sccretary-Trea^urer IS authorised to receive and pay all sums^ of money i ' A7 ^^/^'n^rl5^' ^^^^ ^^is receipt shaU fVee the debtors for all legal purposes. nn:dKTr ll ^"""^^ *^ ^^P"^'^* ''' *^« ^^^^ a^ soon as possiWe all moneys received by the Society si/nedbvTb^l"' T '^^'^''' ^" *^^ Bank' shall be signed by the Secretary-Treasurer and two Directors. nf lo ^^^,^«*^ry:Treasurer is ex-officio Secretary of the general meetings of the Society. ^ tt'^SVd^p^^™^^,-^™X--The President, or in default of him, another Director is bound io examine the books, and to verify the cash once a month Article XL.— l. Besides the Secretary-Treasurer the Directors, a their discretion, may name : 1 An Advocate to make searches and examinations of acts it. for t}T^^\ 7 "'^f P^^P^^^^' <>«^^«d i^ «ect SoL?^ Ta^"V^\^'^ ^^" other business of the nfanf ^'f i V-*^/y ^^ ^^^^^*« *he acts and docu- ments of th(i Society. 3. Insoect/>r« whn«a ^X,;t shall be to visit andestimate the value of properties offered m guarantee. 4. Country agentsf aid the other officers and their lees. BV-LAWH. curred; and »ve shall be 56, or if he is 311 1, and also er, or, if the •3d, by the 3ther person Directors. shall name B Secretary, be Board of ors. until after iscretion of to the other r-Treasurer of money ; shall free as soon as 17 \l IK shall be > Directors. ? Secretary in default amine the h. ■Treasurer ae: 1. An 3ns of acts d in secu- ess of the and docu- • ■•• vt ttl; y XL properties , and the % I w, I establishment of offices there. 5. Three auditors from amon^ the members; to examine at any time he books and accounts of the Society, and to™ the annual report of the Secretary-Trei;urer. 6 An Assistant Secretary-Treasurer. 7. All such other t'^\^ut^rn>^ ^"^ «ffi«-« -^ agents\tom feodely "''^ ^''" *^' P^'P"'^« ^^"^ '^^''^' ^t swornTi'iT fr^'P^l"^" '^^" ^'^ always written, and sworn to it the Directors so require . 3. The fees of the advocate, of the notary of the inspectors and of the agents shall be fixel by the Directors and shall be borne by the borrowers. And the Directors may hx m what manner the expenses of the loan shall be paid or reimbursed to the Article XLI.-The Secretary-Treasurer the n • . Assistant Secretory-Treasurer, the WaT the In- '^S^U spectors and Auditors, shall be named within the "-e"'"-'^ thirty days following the election of the Directors and shall remain m office until the appointment of hen successors, and they may not in any case give up their duties before the Directors shall have pro- vided lor replacing them. Article XLII.-No salaried officer of the Society Slrm^lTelts^r^ a siTt W ^^"I.-Th^ ?.i^f tors may also procure so,et... .ea.. a seal, the impression of which shall be placed on the titles, acts or proceedings of the Society or of the Directors, which they may believe ought to be attested m this manner ; which seal they i^y chano-e Irom time to time at discretion ^ ^n<^n^e \ -nm-rj~tT -^ "V T TTT ^rr\.ir.v. ~^' ^^»^^es ail the otherBooksBcgi.fr. which are necessary or useful for the proper man- agen^entof the business of the Society, the Directors i 18 BY-LAWS. shall keep a Register, in which shall be entered their resolutions respecting all loans or advances on shares made by the Society, and on every application made lor loans or advances. This Register shall be called the '* Record of Loans " 2. They shall also keep another Register in which shall be entered the minutes of all the other deUber- ations of the Directors, and which shall be intituled, •'Record of Statutory Deliberations." In this Regis- ter shall also be entered the minutes of all general, ordinary or extraordinary meetings of members of the Society CHAPTER IV. GENERAL MEETINGS OF MEMBERS OP THE SOCIETY AND MEETINGS OP DIRECTORS. Annual G.nerai ARTICLE XLV. — 1. There shall be a general *•*"*" meeting of the members of the Society on the first Monday of May of each year, to begin in the year eiphieen hundred and seventy-three, for the election of Directors, and for any other object of general interest relating to the management of the Society. 2. At each of these annual meetings, there shall be read and submitted by the Secretary-Treasurer an exact report of the state of all the affairs of the Society up till the last day of February preceding, which shall be attested by the three auditors or a majority of the three. 3. Extraordinary general meetings may be called by the Directors when unforeseen circumstances render euch desirable. other general ARTICLE XLVL— 1. (Thc President (or in his i"ngB'^ndlTetf absence) the Vice-President, and in default or refusal •filing. by them, the Secretary-Treasurer shall be bound to call immediately a special general meeting on a written demand signed by at least fifteen members. BT-LAW8. tered their } on shares itiou made il be called r in which ler deliber- 3 intituled, this Eegis- A\ general, lembers oi' 10 ►OIETY AND a general m the first n the year le election Df general le Society, here shall ■Treasurer lirs of the preceding, ditors or a r be called um stances or in his : or refusal bound to ing on a members. 2 Every demand for such a meeting shall expressljr point out its object. 3. It from any cause "whatever all, or the majo- rity of, the Directors shall cease to be so the Secretary-Treasurer shall be bound to call imme- diately a general meeting to proceed to the election ot new Directors, or to me election of successors to those whose office shall have become vacant. 4. And the Directors so elected shall remain in otface until replaced by the election of Directors, which shall be done at the Annual General Meeting 5 All other general meetings of members shall be failed by the Secretary-Treasurer, and, in his absence, by the Assistant Secretary-Treasurer, unless there be any law or by-law to the contrary, and that by notice pubhshed, in French and English, in at least two newspapers published in the City of Montreal, at least six clear days beforehand, indicat- ing the place where they shall be held. 6. Every general meeting of members of the Society, as well as all meetings of Directors may be adjourned from day to day, or to any subsequent day which shall be considered proper and suitable, to decide and terminate the business submitted to their dehberations, at any sittings whatever of these post- poned and adjourned meetings. Article XLVII.— On written demand, signed bv ^^^r^rdme^tj fifteen members of the Society and specifying the 7J^r^- "^?,et reasons tor such demand, the President is bound to "•«"''«"• call an extraordinary general meeting, mentioning in the notice calling the same the requisition presented to him and the object of such general meeting. The Society at such meeting can only discuss the special subjects mentioned in the demand for its convocation. If the President refuse to call such meeting, the shareholders who have signed the request, after having deposited in the hands of the Secretary- and certified in presence of witnesses, may them- selves call such meeting by notice under their si"-, nature published in the newspapers. * 80 BY-LAWB. Ill fir I if SZtln'ee'lJS ARTICLE XLVIII.— 1. AU meetiiigB of the Society or of the Directors shall take place in the citv of Montreal at the place indicated in the notice calling tha meeting. 2. They shall ail be presided over by the President and in his abjence by the Vice-President, and if both are absent by a President ///o tempore, chosen by the majority of the members present 3. As mentioned in Article XXXVIII, the Secre- tary-Treasurer is also ex'offdo Secretary of every general meeting In the absence of the latter, the Assistant Secretary-Treasurer shall take his place ; and the minutes of the&e general meetings, which must be made and inscribed in the Record of the Deliberations of the Directors, shall be certified, attested and signed in such Record by the chairman of the meeting and by the Secretary of that same meeting. Right of Toting. ARTICLE XLIX. — In all general Meetings of members, either for the election of Directors or for any other business to be decided by the majority of votes, the members shall vote according to the fol- lowing scale :— For 1 share and not exceeding 20, 1 vote " 20 " " 40, 1 vote additional " 40 " " 60, 1 " " 60 '* " 80, 1 " 2. On demand of three members, the voting shall be by ballot. 3. No >'ie can vote by proxy at a general meeting, with the eif C'^.piion of ir.ombers absent from the Dis- trict of IVIciitre.i and temale shareholders; and no minor, below fifteen, can vote in any manner. 4. When shares shall have been subscribed in name of any Society whatever, the partner who shall have subscribed for them shall alone have the right to vote, and in his absence or default, his or one of his copartners shall have the same right, pro- vided that he be furnished with a Power of Attorney to that effect from the subscribing shareholder. BY-LAWS. 21 5. At all general meetini»R of members the Chair- man shall only have a casting vote. 6. At meetmgs of Directors, the President, like the other Dii*ectors, ahall vote upon all questions, each director having one vote, but no Director can vote as such upon any question in which he shall be personally interested. CHAPTER V. GENERAL PROVISIONS AND MISC1LLANE0U8. Article L. — The by-laws can only be changed, c.arge or abro- abrogated or re-enacted in conformity with the pro- g'^^"""^''^" visions of chapter 69 of the Consolidated Statutes of Lower Canada. Article LI. — The Directors may make all by- laws, and give all necessary orders for the execution S** '"°^* of the above by-laws. Article LIL— When the day fixed by the by- Nonjuridicai laws for a meeting, a payment, or any other busi- '''''* ness of the Society, is found to be a non-juridical day, such meeting, payment, or business, shall be postponed to the following juridical day. Article LIIL — In the practical application of interpretation of these By-laws and of all the amendments which may **** ''y-^^^»- be subsequently made on them, the in^^erpretation of the Directors snail be final ; but any member may appeal from such decision of the Directors, as from all other decisions, to a general meeting. Article LIV. — Notwithstanding any thing in p„wer of creat- the preceding, nothing shall prevent the Directors, j.^'^^,* permanent when they shall deem it beneficial, to call a special general meeting to avail themselves of the right to create permanent stock, with, however, this restric- tion : that the number of shares which may be held in this stock by a shareholder, who may already I" ■-« r 22 BT-LAWi. possess personal or accumulating shares, cannot exceed eighty in all, as well in the permanent stock as in the accumulating stock. Certain privi- ARTICLE LV .— lu case the accumulation of capital ttif oidesrlhare''- and the difficulty of investing it advantageously boWers. should compel the Directors to Hmit the number of shares to be subscribed in future clisses, the share- holders of the class of 1872 shall have the privilege of subscribing these said shares in preference to all other persons ; and afterwards the same rule shall be observed for shareholders of subsequent classes in the order of priority. cannot lanent capital eously ber of share- ivilege to all lall be ises in