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Les diagrammas suivants illustrant la m^thoda. 1 2 3 1 2 3 4 5 6 ' ^ ^'. , "ISU«'J>" .«,:W"" IJ iiiUPW-^Hip^ ri s*^^^'*" "^ whendnlY orjiamzed and acquire other instead, and -^^!^^^^ ,,,h as hereinafter provided, make, ^^^•^' " ^^'^^Xeem meet rules, regulations and ^-^^^ H— ^Ition of ai'd necessary for Uic due ami pioi ,^ theu- affairs, and the ''•';•--•;;«';"„ Loti'^tont with (such by-laws and ,cs"laUons not » m p,,„^j„co ;) Pro- P™v«:ihe, his Act, or .tonlrary to tl.o 1;»- ° > ^^^^".^ ^ bylaws ;r;ol;^„r via... howo»n., that -•;;;; ^;r.Sto;kboldlrs „r rr "- r ebl^'Ttt '::iX;i at ,hcir r^mar annnal meetings. persons who shall sulisuine lo . , , j^ays, that ,.p,ta,™u, legal representatives -"^^^^^'^rte Z aidBanl'shall l,er,ducea. jf .^nuin the period of five J'='"» ■\''" '"^„ =( ,,„ ..esolved have commenced the business "^ ."^"fj^f; j „^ , .^ of the at any annnal general "°-'^;;j^, ,^ ~Led to the said Bank, tbatthe Capital Stoc^tboco ^^^^^ „„,„unt thereof '^l^]^ ^f ^^^fnt of Stock then of one million of dollais, » "^ f ^o„g,, subscribed thereon be 1''^^^, ;™ °'J%". "uh thereafter the sum to be named in sucli resolution. may be raising the amount oiu ^ ^ ^ ^nd hereby incor. opened by ^f t|,e persons bcrembefore mentionea aim j Provisional ^^ ^^ ^ ^^^^^^^ ^,, provisional Directors thereof, and they, Directors. pOiaieu ^"rt" t *.:A or the majority of lliom, may cause Slock Books to be opened after giving due public notice, upon which Stock Books shall and may he received the signatures and sub- scriptions of such persons or parlies as desire to become Shareholders in tlie said Bank, and such Books shall be At Montreal opened at Montreal, and elsewhere at the discretion of '^v" le^o *^^ ' the said provisional Directors, and shall be kept open so long as they shall deem necessai'v ; and so soon as five First meciinj,' hundred thousand dollars of the said Capital Stock shall K[,eJjor'r ""^ have been subscribed upon the said Stock Books, and two hundred thousand dollars thereof actually paid in thereupon, a public meeting shall be called of the sub- scribers thereof, by notices published at least two weeks in two of the newspapers of the City of Montreal, such meeting to be held at such time as such notice shall in- dicate ; and at such meeting the subscribers shall proceed Election of to elect seven Directors, having the requisite sto(;k quali- ^®^*^" Dncc- fication, who shall from thenceforward manage the affairs of the said Corporation, shall take charge of the Stock Books hereinabove referred to, and sball continue in office until the first Monday in July next thereafter, and until their successors in office shall be duly elected, and the said election shall be had in the same manner as the annual election, hereinafter provided for, as respects the regulating of votes according to the number of shares subscribed for, and immediately upon such election being had, the functions of the said provisional Directors shall cease. 4. The shares of the Capital Stdtk subscribed for shall shares to be be paid in and by such instalments, and at such times P^'^ '" *^y •"■ and places as the said Directors shall appoint ; and exe- cutors, administrators, and curators paying instalments upon the shares of deceased Shareholders, shall be and are hereby respectively indemnified for paying the same ; provided always, that no share or shares shall be held to Proviso : ten be lawfully subscribed for, unless a sum equal, at least, P*^'' ^*?"*' *° to ten per centum on the amoimt subscribed for, be ac- subscribing, tually paid at the time of subscribing ; provided further, U.,l ,1,0 nMnainclor of ,l,o O.pUal Stork, "v " >;^ Iho M sum of flv. l.mul,.,Ml ll.ou.Mna '^'1 ; »- ' ' ° , t,„,„ain.lor in »uten-il,..i for, an,l ,.0.1 u,, "''''''";;:':>;:;, ''In Ju- live yo»r,. ,,,ij, „,,„u sluill luiv.^ so ,-ounu,MiCort lb' I" sm ss iiSg, una... penalty of fodVituro of Ihoir cluu-tor. Slinrelinldors iif'},'lccliiif,' to pay inslal- monts to Ibr- loit ton iioi- ct. on auioiuit of ?liares. Sluircs limy be sold to pay inslalnicntP. B Tf any Sharchoklor or Sharoholclors shall rofuso or the romaindor of tic ^^^.^ ,^ ,,,,,i the Pivsidmit «:U ,1,0 T,.ausforU, 11,0.^^^^^^^^^^^ slock so sold, '^^^^l^"* \^^'\"'^' ' .nhnsamo had been ,e as valid and ollbcl.ud ut - ^^^^^^^^ , ,,,,e. of oxeculed hy the original holU; oi ^ °;^^^^.^"^\;^t„,,Uiing in ,,elahorohyt.ns.^od^ this section contauiedshaciu remitting, orSharehohiers at a ^ - - ;^f;;^^^^ ,,,,,, ^n- cilher 111 nUioIc or in paii, ana non-pavmont ,,i,nally, any forfeitnre ^-'^^^'^^^^l^^ B^ of instalments as ^^^^^^^^'^ '[ ^ ^^^k bv snil from enforcing the payment.of an^ lalloi in lien of forfeiting the same. Ciotptace or 6. The ohi,.f place o.- ^^^^f^:^^ luisincssiobo ,,o,.ation sliall be '» 'he City ol ivioiuit^a .,,,, cor- «™'™'- r^liall ana may bo l.™t"l/o^*e D^«^ o^ 'c «« ^, , povation 10 open ai.a eslabUsh >" f ''!' ^;;;\'f"„isconiil S*?o places in this Province, branches or offices Proviso : for feituro may be roinittiMl 1 't .•111(1 deposit of thn said Corporation, uiidorsnch rulosand regulalions for tlio good and faith fill inanagcnicnt of llio same, as to tiic Directors shall, from tinu; lo time, seem ni(M)t, and as shall not bo repngnanl to any Law of this Province;, to this Act, or to the Uy-laws of tliu said Cor- poration. 7. For tho managomcnt of tho affairs of tlio said Cor- poration, Ihoro shall lu; sovcn Directors, who shall be annually (docted by the Shareholders of the Capital Stocdv of the Corporation, at a general meeting of them, to be held annually on tho First Monday in July, beginning on the First Monday in July, wliic h shall be next after the first election of Directors hereinb(;fore provided for, at which meeting each Shareholder shall have one vote for every share by him ludd in the Stock of tin; saitl Hank ; and th(^ Dii'ectors elected by a majority of votes shall bi; capable of serving as Directors for the ensuing twelve months, and at their first meeting after such election shall choose out of their number a President and Vice- President, who shall hold their offices respectively, du- ring the same period ; and in case of vacancy occurring in the said number of s(3veii Directors, the remaining Directors shall fill the same by election from among the Shareholders, and the Director so elected shall ho. capa- ble of serving as a Director until tho next Annual Gene- ral Meeting of the Shareholders ; and if the vacancy, occurring in the said number of seven Directors shall also cause the vacancy of the office of President, or Vice- President, the Directors at the first meeting after their number shall have been completed as aforesaid, shall fill the vacant office by choice or election from among them- \ selves, and the Director so chosen or elected, shall fill the office to wdiich he shall bo'so chosen or elected until the next General Annual Meeting of the Shareholders ; Pro- vided always, that each of the Directors shall be the hol- der and proprietor, in his own name, of not less than forty shares of the capital stock of the said Corporation, upon which not less than four thousand dollars shall have i 3en paid up, and shall be a natural born or natu- AlFuirs III bti niauii^L'il l»y S(!vcri Diivc- tors III 1)0 olcolt.'d vcnr- Prosidoiil and Vicc-l'i'i'si- doiit. Vnoiirii;ios, !io\v lilli'd. Proviso : qua- lilicalion of Directors. 6 rali/i'd siilijcct 'A llci" Majesty, and shall havp soviMi year^ in Canada. Fuiliirool' 8. If at any time it shall hapiicnthal an election ol "oTliKuii'vnThi! ^^i''f'''''0'"« «l»'ill "ot bo made or take elVeet on the day CDrporalioii. fixed by this Art, the said ('orporafion shall not he deonr ed or taken therchy to he dissolved ; hnl it shall he lawTnl at any snhsecjiieiit time to make; sneh election at a (lene- ral M(M.'ting of the Shareholders to he dnly called for that purpose. Houlvs, tVc, (if 0. The books, corrospondence and fnnds of the Gorpo- IL^'hTsS^^^ ration sli;ill at all times he subject to the inspection of the to inspection Directors, hut no Sharehohhu', not heinj^ Director, shall of Directors, inspect or be allowed to ins[»ect the account or accoiuits of any person or persons dealing with the Corporation. Four Diroc- 10. At all meetings of the Directors of tiu) said Corpo- uito lu'lio-*'^'' '"*^''^") *"*^ ^''^^ ^''•^" four of them shall constitutt^ a board nun. or quorum for the transaction of busin(!ss, and at the said meetings, the President, or in his abscMice, the Vico-Pre- sidont, or in their absence, one of the Din.'ctors present, to b(; chosen pro lompoir^ shall preside, and the President Vice-President or President pro tempore, so presiding, shall Casting vdio. vote as a director, and, if there be an equal division on any ([uesion, shall have a casting vote. Directors may make By-laws, iVc. Proviso : By- laws subject to conlimia- tion by Stock- holders. 11. It shall and may be lawful for the Directors of the Corporation her(,'by constituted from time to time to make and enact By-laws, Rul(?s and liegulations (the same not being i-epugnant to this Act, or to the laws of this Pro- vince) for the proper management of the affairs of the said Corporation, and from time to time to alter or repeal the same, and others to make and enact in their stead ; provided, always, that no By-law, Rule or Regulation so made by the Directors shall have force or etrect until the same shall, after six weeks' public notice, have been con- firmed by the Shareholders at an annual General Meeting or a special general mcoling called fur that purpose. I 4 •' 13 No Diroctor of th. Corporation, horel.y .onstito- No Din.u. iMl, shall, ,|„n„^r III,. iHMio.l „f his sfM'vin.s, act as a i.ri i««"t"Hi vaU> Hank.r, or Dinrlor of any othor Hank, hut thr Vv. Lor"" ""'" 8..1.M,t an,l l),n.(.l.)rs .nay be .•o.ni.,M,sal(..i lor th.-ir sorvi.u.s; Prosi.hm and eitlior by aiiaiimial voto of n sum of inoiioy by thoSlnn. '>ir«<;i<)isinay '«<>M<-s,at llioir annual (lonn-al MminKs.or if not so pro- '"' '"""' vul.Ml lor, thon in snch n.annor, and at such rates as Iho Dnrrtors may see lit to lix an.l regulate by resolntion; provul... , always, that the s,un of mon(.y to b.- api.ronria- iv.viso tod by the Directors for that pnrpose, shall not in any Olio year exceed the sunj of six thousand dollars. 13. The Din.ctors of the said Corporation shall have Director, power to appoint such Cashiers, Offic(!rs, Clerks and Ser '""y "'''"''"^ vants under them as shall be necessary i(,r condnctiu;, the !>Sr ' business ol th.. Corporation, and to allow nMsonabio com- pensation for their services, ivspectively ; and also shall be capable of exorcisin- such power and authority, for the well governing and ordering of the allairs of the Cor- poration, as shall bo prescrib.Ml l)y the By-laws thereof- provided always, that before pormitting any Cashier! OlfM-er (derk or S.-rvant of the Corporation, to enter upon the diiti..s of his ofllce, the Directors shall re.iuire ,>. • „ oveiT such Cashier, Oflicer, Clerk or Servant, to give ISIL'^i bond, to the satisfaction of the Directors, in such sum ?^^^ '''■°'" of money as the Directors consider adequate to the trust to be reposed, with conditions for good and faithful beha vior. yeaily dividends, of so much of the profits of the Corno ™ako half- ration, as to them shall appear advisable; and such divi- TnS '^'''■ dends shal bo payable at such place, or places, as the Di- rectors shall appoint, and of which they shall give public notice, tWrty days previously; provided, always, that proviso such dividend shall not in any manner lessen oi- impair the Capital Stock of the Corporation. 16. The annual general meeting of the Shareholders ^ of the Corporation, to be held i„ th^ City of Mo"t.tl on "ZZ^St V 2 f I hdldi.TS lor clcv'lioii o!" Directors. Klalcineiil ol' iiU'iiirs In 1)0 iiiiido. L.ist dividend reservLd Itind and bad (l.i^bts to be iUited. 8 the first Monday in llic nunith of Jnly, in each year for the pnrpuso of electing Directors in llie manner herein- before provided, shall also take into considinvUion all other matters generally touching the affairs and the ma- nagement of the affairs of the Corporation ; and at each of Uie said aiHi"al general meetings of the Directors shall submit a fnll and clear statement of the affairs ol the Corporation, containing, on the one part, the amount of Capital Stock paid in, the amount of notes of the Bank, in circivlntion, the n(>t profits in hand, the balances dne to other Banks and Institutions, and the Cash deposited in the Bank, distingnishing deposits bearing interest from those not bearing interest; and, on the other part, the amout of current coins and gold and silver bnllion in the vanlts of the Bank, the value of Bnildings, and other real estate belonging to the Bank, the balance due to the Bank from other Banks or Institutians, and the amount of debts owing-to the Bank, inclnding and partitiilarizing the amounts so owing on bills of exchange, xlisconnted notes, mortgages and hypotlKMines. and other securities ; thus exhibiting, on the one hand, the liabilities of or 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 their last dividend decla- red by the Directors, the amonnt of profits reserved at the lime of declaring sucli dividend, .'uid the amount of debts to the Bavdv overdue and not paid, with an estimate of th(! loss which may probably be iucnrred from the non- payment of such debts. Sharetiiilders iQ^ \i ;,ii meetings of th(^ Corporation, the Sharehol- lomimlM^of derssball be entitled to give one vote for eveiy share sliari'^, held by them ; and it sliall be lawful h.r absent Share- Indders to give their votes l)y pi'0.vy, snch proxy being also a Shareholder, and b:nng provid(Ml with a written anthoiity from his constituent oi- coastittie-its, in such form as shall be eslabashed by a By-law% and which au- thority shall be lodged la the Bank ; Provided always, P.ovi-6. ,|j.,t .{ j^imi-f. or shares of the C-apilai Stock of the said ?a!vbeJir' Corporation, that shall have been held for a less period ^ ^ 9 fclian three calendar months inimediatelv pricr to anv hel.] a c.H.nn meeting of the Sharehoklers, except IhJ first meetin- ^''"'^• shall not entitle the holder or holders to vote at sucJi ExcopUon meetino- either in person or by proxy; Provided, also, that where two or more persons are joint holders of shares P.-ovso .as u. It shall be lawful that only one of such joint holders i'''"^ holdors. be empowered by letter of Attorney from tlie other joint holder or holders, or a majority of them, to represent th(> said shares, and vote accordingly. 17. No Cashier, Bank Clerk, or other Ofhcer of the Oilk.r.snn.i,, »ank, shall either vote in person or bv prow at anv ^''♦'- meeting for t'le election of Dirertors, or hold a proxv foV that purpose. 18. Any number, not less than twenty, of the Share- Special mo..,- nomers oi the said* Corporation, who together shall J)e i"P^« "i-iy Jh* proprietors of at le..t hve hundred shares of the paid up gtS^f" Capilal Stock of the Corporation, bv th(;mselves or j)i'oxie^ ^-l'"''^- or the Directors of the Corporation, or anv four of tliem' shall respectively have powei-at any time to call a special general meeting of the Shareholders of the Corporation to be held at their usual place of meeting in the Citv of Montreal, upon giving six weeks' previous public notice thereo ,and specifying iu su.h notice the object or objects of such meeting ; and if the object of any such special g(.'neral meeting be to consider of the proposed removal of the President or Vice-Presid.Mit or of a Director or Di- Suspn,.>o.i ivctorsof theCorporation, for mal-administratiou or other S^I^'S^l. specified and apparently jnst cause, then, and iu such S'^-ans'S: cases, the person or persons whom it shall be so nronose.l '"''r^ °'" to remove, shall, from the day on which the notice shall ^'"'""'"^•"^' hrst be published, be susi,end(>d from the duties of his or their ofiice or ofllces ; and if it be the President or Vice- President, whose removal shall b(- proposed as aforesaid ins office shall be filled up by the remaining Directors (in the manner liereinbefore provided iu the case of a vacancy occurring in the ofiice of President,) who shall choose or elect a Director to serve as such Pj-esident or Vice-[ resident, during the time such suspension .hall continue or be undecided upon. Notioo. to Stock lo bo deemed per- Konnl estate. Assignment- rnnnnor of «iffecting. Parts of shares not assignable. Sale of shares under seizure and transfer t!) ]iurchaser. 19. The shares of the Capital Stock of the said Corpo- ration shall be held and adjudged to be personal estate and be transmissable accordingly, and shall be assignable and transferable at the Bank according to the form of - Schedule A, annexed to this Act; but no assignment or transfer shall be valid and effectual unless it be made and registered in a book or books, to be kept in the office of the said Bank for that purpose, nor until the person or per- sons making the same shall previously discharge all debts actually due and exigible by him, her, or them, to the Corporation, which may exceed in amount the amount paid up on the remaining Stock (if any) belonging to such person or persons ; 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 shares of the said Capital Stock shall have been sold under a writ of execu- tion, the Sheriff by whom the writ «^hall have been exe- cuted, shall,, within thirty days after the sale, leave with the Cashier of the Corporation an attested copy of the writ, with the certificate of such Sheriff endorsed "thereon, certifying to whom the sale has been made ; and there- upon (but not until after all debts due by the origi- nal holder or holders of the said shares to the Corpora- tion shall have been discharged as aforesaid) the Presi- dent or Vice-President or Cashier of the Corporation shall execute the transfer of the share or shares, so sold, to the purchaser, and such transfer, being duly accepted, shall be, to all intents and purposes, as valid and effectual in law as jf it had been executed by the original holder or holders of the said shares— any law or usage to the con- trary notwithstanding. 1U> ^x%<^ Bank to have preferental lion upon shares and deposits. 20. The said Bank shall have a perferential lien for any debt due to it by any Shareholder thereof, upon the shares of such Sh.ireholdcr, and upon the dividends on such shares ; and shall, at any time, be entitled to appro- priate any deposits to or towards the payment of any debt due to it by the depositor thereof, notwithstanding that such Shareholder or depositor may be insolvent. 4 V 1U> ^k* 4 V 21. The said Corporation hereby constituted shall not, In what busi- oither directly or indirectly, hold any lands or tenements 1^'.""'/ }}"' save and except such as by the first section of this Act o w! "nil iney are specially authorized to acquire and hold) or anv '^'"^^ ^'"^'^'^^^ tl%n\ ''\''::''f'^ «^' ^'^y «''<-^^-e or shares of the Gapi- IfE"' ' al Stock of the Corporation, nor in any other Bank in tnis Province ; nor shall the said Corporation, either direct- ly or indirectly, lend money or make advances upon the security, mortgage or hypothecation (hypotheque) of any lands or tenements, or rf any ships or other vessels, nor upon the security or pledge of any share or shares of the Capital Stock of the Corporation, or of any goods, wares or merchandize; nor shall the said Corporation, either rtirectly or indirectly, raise loans of monev or deal in the buying, selling or bartering of goods, wares, or merchan- dise, or be engaged in any trade whatever, except as dea- lers in gold and silver bullion, bills of exchange, dis- counting of promissory notes and negotiable se °urities and in such trade generally as legitimately appartains to ' the business of banking ; Providerl, always, that the fifty- P'-oviso: the fourth chapter of the Consolidated Statutes of Canada, ^ Suu . mtituled : An Act rcspccliivj Incorporated Banks, and each (-anada shalf and every of the provisions thereof shall apply to the Knk ^"^ Corporatien hereby created as fully and completely as if incorporated in the present Act. 22. The aggregate amount of the liabilities of all the Directors to the said Corporation shall not exceed at any one time one tenth of the total amount of the then cur- rent discounts or advances made by the Corporation. 23. It shall and may be lawful for the said Corporation to allow and pay interest npon moneys deposited in the Bank; and also, it shall and may be lawful for the Cor- poration, in discounting promissory notes or other nego- tiable securities, to receive or retain the discount thereon, at the time of discounting or negotiating the same ; any law or usage to the contrary notwithstanding. Aggregate amount of habiUtios of Directors to tlie Biink, limited. (Corporation may pay in- terest on de- posits: and retain dis- count. 24. Ihe lionds, obligations, and bills obligatory and of Bonds, bills, 12 notes, Ac, nf Gori)omlion may ho as- signed by in fiorscineiit. Need not bo under seal. crodit of the said Gorpoialion, signed by the President or Vice-President, and conntersigned by the Cashier thereof, wlucli shall ])e mad., payable to any person or persons, sliail be assignable by indorsemeni thereon, under the iiand or hands of such person or persons, and of his, her or their assigiu-e or assignees, and so as absolutely to transfer and vest the property thereof in the several assi- gnees successively, and to enable such assignee or assignees to bring and maintain an action or actions thei-e- upon in his, her, or there own name or names ; and signi- bcation of any such assignment by endorsement shall not be necessary, any huv or usages to the contrary not- withstanding ; and bills or notes of the Corporation, signed by the President or Vice-President, and countersigned by a Cashier thereof, promising the payment of money to any person or persons, liis, her, or tlieir order or to the bearer, though not under tlu.- seal of the Corporation, shall be binding and obligatory upon, the same, in the like manner and with the like force and effect as tlu>v would be upon any private person or persons, if issued b^- him, her, or them in his, her, or their private or natural capacities, and shall be assignable or negotiable in the like manner as if they were so issued by such private person or persons; Provided, always, that nothing in this Act contained shall bo bold to debar the Directors of the Corporation from authorizing or deputing from time to time, any Cashier, or officer of the Corporation, or anv director, other than the President or Vice-President m- any Cashier, Manager, or local Director of a branch or othce of discount or deposit of the said Corporation, to sign, and any Cashier, Accountant, or Book-keeper, of the said Corporation or of any branch or office of discount and deposit thereof, to countersign the bills or note^ of the said Corporation intended for general circulation, and payable to order, or bearer, on demand. J^otostobare 25. The notes or bill< of thp «nwl P/^,.,.^, „»• date and be ,v,vnhi,, f,. ^ i i ^ Corporation made payable at V'^]^^^^ to order or bearer, and intended for general cir- place of issue, culation, wdiether the same shall issue from the cliief place or seat of business of the Corporation in the Citv of Proviso : olTi- cers may he deputed to sign bank notes. v.,^ ^ v.,^ 13 ^u!l^' T-^"""' "7 "^ '^'' ^'■'"^"^■'^"'^' ^^''^" ^^"^'^- J-^« ^^t P.ovision to tlic placo of issuo ;uul not olsowlicro ; and shall bo payable •'^'^'''J '° '^''^'' on demand in specie at the same place of issne ; a'ld each """''' and every office of discount and d,.posit establislmd or hereafter to be established shall be subject to the rostric- 1011 as to the issuing and redomplion of notes provided in Mils section. 26 A suspension by the said Corporation leither at the c chid place or seat of business or at any of their branch " SJIl^y'Zvs 01 omcesof discount and deposit at other places in this f«^™''^aror- Pi-ovince) 01 payment, on demand, in specie of the notes SC^^'' 1 J r n ! ''"^ Corporation, payable on demand, shall, if the time of suspension extend to sixty days con secutively or at intervals, Avithin any.twelve consecutive months, operate as and be a forfeiture of this Act of In- corporation, and all and every the privileges hereby 27. The total amountof tli,> notes or billsof the saidCor- money ot Canada, each, that shall be or may liave been issued and put in circulation, shall not exceed at any oue time one-fifth of the amount of the Capital Stock of le Corporation then paid in; provided, ahvays, that no notes, under the nominal value of one dollar, shall at any time be issued or put into circulation by the corpo- ration ; nor shall any further limitation by the Le^nsla- tare of the total amount of notes to be issued or re-i^sued by the said Corporation beheld to be any infrin<^emeni upon the privileges hereby granted. " Total aiiKiunt orriDlcsuiuler live dollars, not to e\cot>d one liftli of capital paid in. Pi'o\ iso : no note to be un- der oni! dol- lars. Legislature may make fiuiher limi- tation. 28. The total amount of the debt which the said Cor- ,- , , , .. nr^Mb" '•'' Tu''''^''''^ whether by bond, bill, iS1,'£ ^ note or othenvise, shall not exceed three times the a-v,e Ii'»it'"cl and of gate amouiJ -f the Capital Stock paid i,i, and the avmt^e les'''"' "°" amo.int of the deposits made in the Bank in specie and (government securities for money ; and at no one period after the passing of this Act shall the notes or bills of the said Bank in circulation, payable on demand or to bearer 14 H« Penalty for excess' exceed the amount of tlie actually paid up Capital Stock of the Corporation ; and if at any time the Directors of the said Bank shalhvilfnlly and knowingly conlriict sudi dehts or issue or cause to ho issued such notes or hills to an amount exceeding that heieinbofore limited, then and in that case the said Corporation shall forfeit this Act of Incorporation and all the privileges hereby granted, and those of the directors, with whose knowledge and partici- pation such contracting of debts or issue of such notes or bills in such excess shall have taken place, shall be liable nSrs"'" J''^"^^'' ''"^ severally, for such excess in their private capacities, as well to the shareholders as the holders of the bonds, bills and notes of tho Corporation, .and an action or actions in this behalf may be brought against them or any of them, and the heirs, executors, administra- tors, or curators of them or any of them, and be prosecu- ted to judgment and execution according to law, but such action or actions shall not exempt the Corporation, or their lands, tenements, goods, or chattels from being also liable for such excess. delined and limited Liability of 29. In the event of the property and assets of the Cor- SneKd' 11"''^.^^°" ^^e^'^^y constituted, becoming insufficient to liquidate the liabilities and engagements or debts thereof, the Shareholders of the Corporation, in their private or natural capacities, shall be liable and responsible for the deticiency, but to no greater extent than to double the amount of -Capital Stock held by them, that is to say : that the liability and responsibility of each Shareholder shall be limited to the amount of his or her share or shares of the said Capital Stock, and a sum of money equal in amount thereto : provided, always, that nothing in this section contained shall be construed to alter or diminish the additional liabilistes of the Directors of the Corporation hereinbefore mentioned and declared. Monthly sta- 30. Besides the detailed statement of the affairs of the Sirs'ontle' ^u^ Corporation, hereinbefore required to be laid before Bank to be ^'^^ Shareholders, thereof, at their Annual General published. Meeting, the Directors shall make up and publish, on the Proviso : as to Directors, -* f» 4l r» iirst day of each month, in evory yoar, slateine.its of thn assets and liabilities of the Corporation, iu the form of the Schedule B, herennto annexed, shewing, under the heads specified in the said form, the average of the amount of the notes of the Corporation in circulation, and other liabilities, at the termination of each month, and the average amount of specie and other assets which, at the same time, were available to meet the same ; and it shall also be the duty of the Directors to submit to the Gover- nor, Lieutenant-CJovernor, or person administering the J«f'^ verilled, Government of this Province, a copy of each such month- ly statement ; and if by him required to verify all or aiiv part of the said statements, the said Directors shall verifV the same by the production of the monthlv balance sheet from which the said statement shall have been compiled ' and furthermore, the said Directors shall, from time to lime, when required, furnish to the said (iovernor, Lieu- tenant Governor, or person administering the Govern- ment of this Province, such further information respec- ting the state and proceedings of the Corporation, and of the several branches and offices of discount and deposit thereof, as such Governor, Lieutenant Governor, or per- son administering the Government of this Province may P'oviso, reasonably see fit to call for; provided, always, that the monthly balance sheet, and the further information that shall be so produced and given, shall be held by the said Governor, Lieutenant Governor, or person administering the Government of this Province as being produced and given in strict confidence that he shall not divulge any part of the contents of the said monthly balance sheet oi- of the information that shall be so given ; and provided p ■ also, that the Directors shall not, nor shall any thin- ''' herein contained, be construed to authorize them, or any of them, to make known, the private account or accounts of any person or persons whatever, having dealings with the Corporation. Govornor may require further infoi'. ma tlon 31. It shall not be lawful for the Corporation hereby Bank not to constituted, at any time whatever, directly or indirectly '"^'"d '"^"ey to advance or lend to, or for the use of, or on account of! ^^^ iN'ridllv. How notices under this Act shall he p«iMisho(l. Transl'er of shares in Oeat Britain 16 any loroign Priiico, Power, or Slate, any sum or sums of money, or any ser-urities lor money ; and if such unlawful advance or loan be made, then, and from thenceforth, the said Corporation shall be dissolved, and all the powers, authorities, rights, privileges and advaniages hereby granted shall cease and determine, any thing in this Act the contrary notwithstanding. 32. The several public notices, by this Act required to be given shall be given by advertisement in one or more of the newspapers published in the City of Montreal, and in the Canada Gazcltc, or such other Gazette as shall be generally known and accredited as the Official Gazette for the publication of official documents and notices ema- nating from the Civil Government of this Province. 33. Shares of the Capital Stock of the Bank maybe made transferable, and the dividends accruing thereon may be payable in the United Kingdom in like manner as such shares and dividends are respectively made trans- ferable and payable at the Bank, in the City of Montreal ; and to that end the Directors may from time to time, make such rules and regulations, and prescribe such forms and appoint such Agent or Agents as they deem may necessary. i c» ' Provisiou in case of the transmission of shares otherwise than by regu- lar tran'ifcr. 34. If the interest in any share in the said Bank beco- me transmitted in consequence of the death, or bank- ruptcy, or insolvency of any Shareholder, or in conse- quence of the marriage of a female Shareholder, or by any other lawful means than by a transfer according to the provisions of this Act, the Directors may require such transmission to be authenticated by a declaration in writing, as hereinafter mentioned, or in such other man- ner as the Directors of the Bank shall require ; and every such declaration or other instrument so signed, made and acknowledged, shall be left at the Bank with the Cashier or other Officer or Agent of the Bank, who shall there- upon enter the name of the party entitled under such transmission in the Register of the Shareholders; and 4l (f 17 until such transmission shall have hren so authciificat.Hl, no party or person claiming by virtno of any such trans- mission shall bo (Mititlod to rocoivo any sharr of the pro- fits of the Bank, nor to vote in respect of any such share or shares as the holder thereof; provided, always, thai l'iovi8o:as u, every snch declaration and instrument as by this and the '"•i''ciiticn- following section of this Act is required to perfect the mim"i/f transmission of a share in th(> Bank, and as shall be l"''"^"" made in any other country than in this or some other of the British Goloni(;s in North America, or in the United Kingdom of Great Britain and Ireland, shall be further authenticated by the British Consul or Vice Consul, or other the accredited representative of the British Govern- ment in thecountry where the declaration shall be made, directly befoi-e such British Counsul or other accrediteposit, shall change by any lawful means, otln-r than by transfer, according to the provisions of this Act, or shall be dis- puted, and the Directors of the said Bank shall .Mitcrtain reasonable doubts as to the legality of any claim to and upon such share or sJiares of stock,dividendordepoL,it, then and in such case, it shall be lawful for the said Bank to make and file, in the Snreiior Court for r.ower Canada, a declaration and petition in writting addressed to the Jus- tices of the Court, setting forth the facts, and the number of shares previously belonging to the party, in whose names such shares stand in the books of the Bank, or the amount of deposits standing in the name of the depositor thereof, and praying for an order or judgment, adjudi- cating and awarding the said shares, dividends, or depo- sits, to the party or parties, legally entitled to the same; by which order or judgment the Bank shall be guided and held fully harmless, and indemnified and released from all and every other claim, for the said shares or de- posits, or arising therefrom ; provided always, that notice of such petition shall be givtn to the party claiming such shares, dividends, or deposits, who shall, upon the filing of such petition, establish his right to the shares, divi- dends, or deposits, 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 interventions in cases pending before the said Superior Court; provided also, that the costs and expenses of procuring such order and adjudication, shall be paid by the party or parties to whom the said shares, dividends, or deposits shall be declared lawfully to belong ; and such shares, dividends, or deposits shall not be transferred or paid over, as the case may be, until such costs and expenses be paid, saving the recourse of such party, against any party contesting his right. Bank not ^'^' ^'^^ ^^"^ shall not be bound to see to the execu- bound to see tion of any trust, whether express, implied, or construc- Pl'OVihO. Proviso. t. ; A > ^» ^f J •^ > iO live, to wliich any of tho shares of the Bank may be sub- to oxc.ution ject; and tlie ret^eipt of the party in whose name any "7'T'^^" share shall stand in the books „f the Bank, or if it stand m-'Im. hn'i' in the names of mon? parties than one, the njceipt of one •'''°^- of the parties shall, from tim*; to time, be a suflleient dis- charge to th(; Bank for any dividend or otliersiim or mo- ney payable in respect of such sliai-e, notwithstanding any trust to which such share may then be subject, and whether or not, the Bank have had notice of such trust, and the Bank shall not be bound to se«; to the application of the mony paid upon su(di receipt; and the transfer of ady share or the payment of any dividend or deposit «hall not cause any liability on the part of the said Bank to the rightful owner or administrator of such shanks, dividend or deposit, if such transfer be made by, or such payment be made to, the person in whose name sncli share shall stand in the books of the said Bank, or to whose credit such deposits may appear therein, whether such person be ordinarily com'- ^ent to make such trans- fer to receive such payment or not. 38. It shall be the duty of the Directors of the said Bank to invest, as speedily as the debentures hereinafter mentioned can be procured, and to keep invested at all times in the debentures of this Province, payable within the same, or of the Consolidated Municipal Loan Fund, one tenth part of the whole paid up capital of the said Bank ; and to make a return of the numbers and amount of such debentures, verified by the oaths and signatures of the President and Chief Cashier or Manager of the said Bank to the Minister of Finance, in the month of January in each year under the penalty of the forfeiture of the Charter of the said Bank, in default of such investment and return. One tenth of paid up capi- tal to be in- • vested in de- bentures of certain kinds. Return to made and attested. be in 39. The said Bank shall be organized and put in ope- within wliat ration within one year from the passing of this Act, and time the Bsnk this Act shall be and remain in force until the first day ^pefat^on" of June, which will be in the year of Our Lord, one thousand eight hundred and seventy, and from that time Oiirnfioti n( MiiH Art. to jmth..ndof,lu.rl,.MMu.xtS.H.ioMor,hH'a,lia , 01 Mils F>iovmc(.. and no loiij:rr. Public Act. 40, This Art shall \h> drvnunl a Puhlir Art. , FOMM OF SCIIKDrhK A, /te/'errnf m in thr Nmrfm,/, Serii,,,, of thr fnrnpin., \H. forval..r,vcTiv.<|ffo,n I, (or .y)," ' of do Jiorehy assign and livmsfn- unto ili,. sai.l ^ ^haf(.8(on<.adiofwhi.-hhav.. I^' IM.d dollars. cMits rnmM.cy, a.nonntinM to f,h(> snin of (IoII-mv . v • .i stnrK- nf .1. ivi i '",'^- (•<'nts,) m th(M>a|)ital stork f tin. M.Mrhants- Ihnk. snhi..rl in th. rnlos and regnlatious of the said Hank. Witin^ss my {o, onr) han.l u.y handsi this dav of . Ill the year ono Ihonsaiid cighi hnndn.: and " • I, (0. we) do hcM'ohy accoi.t th<. foivgoing assignment of shares in the stork of The Meirhaiits' Bank assigned to me (or ,.s) as above mentioned, at the Bank hundred and '''^' "! ' """ ''"•"^''"''^ '^^^'' {Sif/li/itiu-fW FOBM OF SCIIFDrr.F b, neferred to in Ihr Thirtieth Section of ffj/oreooin, Act Return of the average amonnt of liabilities and assets of The Merchants' Bank d.tri.tg tlte ,enod from first to , one thousand eight hnndrcd and Promissory Notes in circLdation, not brarin. interest ^ ^ Bills of Exchange in circulation, not "bearini.^ interest ^ Bills and Notes indl^ulation," b;a;u;;g imeyesi:; I miamcsdue to other Banks J 'hiih .^frposii, notbearing interest.. ..!!!!!*! $ t-«i.sh 'Joposits, bearing interest $ Total average liabilities $ ^ i> I V.7 •21 ASSKTS. (loin and Hiillioii g l-ni(l('(l 01- (,tlior projuMly of the Bank........,....", | (lovenimunf Sccuritios a I'romissory Notes oi- Hills of (.llii-i" liauks '.V.'..".'!! $ Halaiices dm. from olhci- Hanks $ Notes and Hills discunnted, orotluM-d(^'ts due t8 ff>e Hank, not included nnder the foregoing heads ^ Total average assets $ -i i> CAP. L X V . An Act to amend the Charter uf The Merchants' Bank. [Assentrd to 0//t June, 186^2.| ■\VriIEREAS the Provisional Directors of The Mer- ^ V chants' Bank liave, by their petition, prayed for Inrth^r time to organize the Bank, and for other amend- ments, and it is expedient to grant their prayer: There- fore Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows : EVeamblo. Vic. c. 8y. 1. So much of the thirty-ninth Section of the Act to Repeal oitime incoi'porate The Merchants' Bank, twenty-fourth Victoria, ''or going into chaph>r eighty-nine, as requires that the said Bank shall "l^'"'"'*^''^"- be organized and put in operation within one year from the passing of the said Act, is hereby repealed. 2. The said Bank shall be organized and put in opera- j, tion on or before the first day of June, which will be in oxlend'd "'" the year of our Lord one thousand eight hundred and sixty-three. I t2 first meeUhg ^'. Not^vitlistaiidiiig any thing contained in the third l^tavt ^'^'^«"«f^J»«««il(l ;\nd for all or any or eitM- of the purposes aforesaid, a Ibbstitnte or substitute^o appoint, and the same again at\leasure to revoke, tM undersigned hereby confirming all Ind what- soever sjTall, in virtue hereof, be lawfully done h^ said Atlbiney. W^JNESS the hand and seal of the said Constitutent at /le day of , i,, the year of Our Lord thousand eight hundred and gned, Sealed and Delivered) in the presence of I 1 29 POWER OF ATTORNEY TO TRANSFER STOCK. rr TllE MEUCllAMTS' BAJJX. > KNOW ALL MEN BY THESE PRESENTS, Uiul cf do make, consliluU; and ap])oint of tnio and lawful Atlornoy, for in nainn and on bohalf, lo soil, assign and Iransfer Shares in the (Capital Stock of tiik mkiichants' dank, standing in name to of and to do all lawful acts re(|uisitc foi- ellocting the premises : hereby ratifying ai.d conllrming all lliut said Attorney shall do therein by virtue horoof,- IN WITNESS WHEHEOE, have, hereunto set hand and seal at this day of in the year of our Lord one thousand eight hundred and Signed and Sealed in presence of "t POWER OF ATTORNEY TO ACCEPT STOCK. ri^ THE MEROIIANTS' BANK. KNOW ALL MEN BY TIIESK PRESENTS, that of do make, constitute and appoint of ^ true and lawful Attorney, for in name and on behalf, to accei)t all such transfers as are, or nia> hereaflei' be inatie unto of any Interest or Share in the Capital or Joint Stock of the merchants' hank, and generally to do all law-ful acts refjuisite for elfccling the prcnnises: hereby ratifying and conlirniing all that said Attorney shall do therein by virtue hereof. IN WITNESS WHEREOF, have, hereunto set hand and seal at this day of in the year of our Lord one thousand eiglit hundred and Signed and Sealed in presence of ) POWER OF ATTORNEY TO VOTE, ''P THE MERCHAIS^TS' BAXK. KNOW ALL MEN BY THESE PRESENTS,- that of do make, constitute and appoint of my true and lawiUI Attorney for and in name and on behalf, to vote at all meetings uf Stockholders for the purpose of electing Directors or otherwise, in the merchants" hank, and to do all lawful acts requisite for elTecting the premises : hereby ratifying and confirming all that said Attorney shall do therein by virtue I'.ereof. IN WITNESS WHEREOF, ' have hereunto set hand and Seal at the day of in the year of our Lord one thousand eight hundred and Signed and Sealed in the presence of 1 ■ • J i»." ■% •r - 30 t TvviM-KTH.— riio President, or in his absence tlie Vice-Pre- sident and one or more of the Directors, shall as often as occasion may require, but not seldomer than once in every six months, inspect and examine the vaults and other apartments of the Bank. They will take an exact account of the <-ash, notes, hills and other property or securities of the Bank, including the securities of the oncers and shall report the result to the Board, which report shall he recorded in the books of the Bank, and be signed by the parties making the examination. Thirtkenth. — ^The common seal of the Bank shall be deposited in the vault, under the control of the President, and it shall be }ns duty to affix it together with his othcial signature to all such documents as shall require the seal of the Corporation. FouiiTEENTH. — Prcparqitory to the jjayment of the half yearly dividend, the books of tiie Bank shall be balanced and closed semi-annually, on the third Saturday in Jnne and December and in like manner the Transfer book will be closed on the 15th day of each of these months respectively- Fifteenth. — No officer or other person connected with the Bank, shall directly or indirectly in any way or man- ner whatever, tako or receive any perquisite reward, fee or emolumen* " ' -'uv services done or proposed to be done in connect the business of the Bank, other than the salary f? to him by the Board, nor shall any officer of the L Hold any appointment or be en- gaged in any business other than his situation in the Bank. Sixteenth — The Solicitor of the Bank shall have the preference of the law biisiness of the Bank during the pleasure of the Directors, but he shall not receive any remuneration for such business, nor as such solicitor other than the usual professional fees for the services ho mav render.