JOINT STOCK COMPANIES' MANUAL. J. D. WARDE. Poise 3 Co. UNIVERSITY OF CALIFORNIA LOS ANGELES SCHOOL OF LAW LIBRARY i o PQ CO I" I- Co CO C/D CO GO CD EH GENERAL MACHINFRY DEALERS. Iron and Wood Working Tools. KNOWLES' STEAM PUMPS. MINING MACHINERY OF ALL KINDS OIKK K AM> WOltKS WAHKiioi si; Esplanade, East, 38 Yonge Street oro-woisfiTO. ADVERTISEMENTS. CORPORATE SE^LS I'rom $5.00 upwards, according to durability and finish. We make a specialty of Hardened Brass upper, and Copper lower Dies in our Seals (hence our reputation as Seal Manufacturers), as all others use inferior dies and counters or lower dies made of Lead, which are of no account. Send for samples of work for comparison with others, or apply to author of this book. Tingley &, Stewart Mfg. Co. Manufacturers to Ontario GoTemment, 10 KING ST, WEST TORONTO. BROWN BROS., BTA.T10NERS, Account Book Manufacturers, BOOKBINDERS, POCKET-BOOK MAKERS, &g. 64, 66, & 68 King St. East, Toronto. SpEt'iAL Attention given to the Manufacture of Account Books For Banks, Merchants, Joint Stock Companies, Insurance Companies, Loan Companies, etc., etc. On hand a full assortment of BOOKBINDING /// Every Style of the Art. Satisfaction Guaranteed. BROWN BROS. - TORONTO. Established 32 Years. ADVERTISEMENTS. coon & buitheh, 36 KlltfC STREET WEST. 3IAINTJFA.eTUlli:il» OF RUBBER 4 METAL HAND STAMPS OF EVERY DESCRIPTION. Daters, Self-Inkers, Railroad and Banking Stamps, CORPORATE, NOTARY & SOCIETY SEALS. Carvers arid (5ilde^s••^• -^^]VIirror ^ Picture pranie ]\^aiiufacturers. Fine Gold Work a Specialty. Re-GHclmg equal to new. FINE ART EMPORIUM, 'Mi HiiiL' SInM't M>hI, Toroiifo. ADVEKTISEMENTS. W. STAHLSOHMIDT & 00. fEESTON, ONTA.RIO, MANUFACTURERS OF oV d^ r^' &/ ay <o # purpitdre # OFFICE DESK No. 51. No. 52-ROTARY OFFICE DESK. Send for Neia Circular and Price List. AD\'ERTISEMENTS. TO ARCHITECTS AND BUILDERS. THE LATE MR. DUNCAN FORBES' KXiKLLENT .SVSl'K.M of FELT AND GRAVEL ROOFING. So tlioroutrhiy well t-stiiblisluMl, is beiii;; conducted for the estate by his son WM. FURHES, who has had entire char^'e of the work for years. We have just |)ride in iuviting you to insi)ect the work that has been intrusted to us, noticeal)ly : - Osgroode Hall. Hon. Frank Smith's Bldgs. U. E. Club. Bank of Toronto. Massey Manufacturing Co. H. E. Clark & Co.'s Bulld'gs. Bank of British N. America. Gumey's Foundry Toronto Arcade, Yonge St. Masonic Buildings. Exhibition Buildings. Mail Buildings. Union Depot. j Christie, Brown & Co.'s Toronto St. Railway St'bl's. Parkkale Town Hall. I Buildings. New Bank Montreal. Divinity School. j ALL WORK GUARANTEED FROM 5 TO 15 YEARS. ADDRESS : :i3> i-'oirivFi^/riDHiDi^Te, J. C- FORBES. Ezecutor for the Estate, 163 Queen Street West, OPPOSITE AVENUE. ROOFING MATERIALS WHOLESALE & RETAIL. >. JohnBurns&Sons' CARRIAGE WORKS. 104 JOHN STREET, TORONTO. All work manufactured Irom thr> best material and Onishod with NOBLE 8l HOAR'S 'fe-^ LNULISH VARNISH. Bingham D. BINGHAM • • & • • V^EBBER R. C. WEBBEK 251 ^Ac\a<ic St. Eajt. = ^ Toronto The superior CATALOGUES LATLEY ISSUED BY SEVERAL LEADING MANUFACTURERS OF CANADA ARE FROM OUR PRESS ADVERTISEMENTS. SAILUIlKE'R A17D hzggee, DIRECT IMPORTER OF CANVAS, ROPE, TWINE, BUNTINGS, &c. Manufacturer of (and made to order) I'erits, piags, JlWriirigs, Bags, jJorse ^ Waggon GoYers. SPECIAL ATTENTION PAID TO Awnings for Stores and iientlenicn's Residences. Hoist Ropes, both Wire and Manilla, spliced and fitted. YORK STREET WHARF, TORONTO. Residence— No. 399 SHERBOURNE ST. ADVERTISEMENTS. IVI^TTBEE^V^ GUY, MAM KACTl'RKR OF FINE * CARRIAGES. rprmrmr Hearses and Landaus a specialty ; Express and Business Waggons, Lorries, Drays, &c. Of]icc and Salcs/n,,;// .- I 03 &. I 05 Queen Street East, Factory : I 06 &. 110 Richmond Street East, TOIROl^TO. \\, \\'\Vi\d'A\\S ^\ (a^., gtlatcvct a lib 4a4t iicrofcr^, MANTFACTIKERS ANIl IlKAI-ERS IN Roofing Felt 'Builders' Paper Slaters' Felt 4 Adelaide St East, Roofing Pitch Deafening Felt TORONTO. ^T^lJcL..^ Carpet Paper Lake Gravel ■iioi'iiii-rroiis or- VS/ILLIAMS' FLAT SLATE ROOF. -ANI> «nI,K A'ir.NTS Fon Warren's Anchor Brand Asphalt Roofing. 'I i-.u-i MK )NI': r. 11. JOINT STOCK COMPANIES' MANUAL, For the vse of shareholders, directors and officers of com- panies, AND THE GENERAL PUBLIC : CONTAINING PRACTICAL INFORMATION AS TO THE STEPS TO BE TAKEN AND THE PROOFS TO BE FURNISHED IN APPLYING POM A CHARTER OF INCORPORATION UNDER THE ^ctci of the ^Jrolimce of ©ntario 1)03I1NI0X OF CANADA, RELATING TO THE FORMATION OF lOINT STOCK COMPANIES BY LETTERS PATENT, TOGETHER WITH INFORMATION RESPECTING THE ORGANIZATION, MANAGEMENT, CARRYING ON AND WINDING UP OF SUCH COMPANIES, 3lnfl a numtifv of ^onn,$ and ^y-lau';5' .suitable for the xi^t thcitof. J. D. WARDE, OF THE PROVINCIAL SECRETARY'S DEPARTMENT, TORONTO. THIRD EDITION, REVISED AND ENLARGED, HUNTER, ROSE .V: COMPANY 1888. ?;^ BY KIND PERMISSION, RESPECTFULLY INSCRIBED TO THE HONOURABLE ARTHUR STURGIS HARDY, QC, M.PP., SECRETARY OF THE PROVINCE OF ONTARIO, BY fhc :2\uthov. I w I \ PREFACE TO FIRST EDITION, Having for some years, in connection with his duties in the Provincial Secretary's Department, had charge of the applications for charters under the Ontario Joint Stock Companies Letters Patent Act, and noticing the small per- centage of such applications that were in proper form, it oc- curred to the writer that a work containing practical informa- tion respecting the steps to be taken in the formation, incor- poration and management of a Joint Stock Company would be of advantage as well to intending applicants and the general public, as to Directors, Shareholders and Officers of existing companies. With this olject in view, the following pages have been prepared. They contain such of the Acts of the Letjislature of Ontario relating^ to the formation of Joint Stock Companies, with explanatory notes, as it was thought desirable or necessary to give in a work of this size. A table of forms, suitable for use in the incorporation and management of a company, together with copies of the Let- ters Patent and Supplementary Letters Patent, as now issued, has been added. Chapter 150 of the Revised Statutes of Ontario has been taken as the l)asis of the work, and for con- venience it has been divided into Chapters or heads. The writei' is indebted to George E. Lurasden, Esq., As- sistant Provincial Secretary, for some valuable suggestions as to the preparation of the woi"k. He trusts it may be found of use, not only to members of the legal profession, but to all interested in Joint Stock Companies. J. D. W. Toronto, Julv, 188 1. PREFACE TO THE THIRD EDITION. The fiivounilile opinions expressed regarding the useful- ness of this work are exceedingly gratifying to the authcji. The Revision of tlie Statute Law of ( )ntario which has iust been completed rendered another edition necessary, and the occasion has been taken advantage ot" toa<ld to the work new and practical suljects, including the Dominion Act re- specting the incorporation of companies, the Ontario Act respecting the winding up of Joint Stock companies, a lull set of Bv-laws, hints as to the duties of Directors and Audi- tors, the price of shares, etc., etc. The writer wi.shes to thank Iv K 15. Johnston, Ksip, Deputy Attorney-fleneral, fur his kindness in revising cer- tain poitions of tlie work. .1. I). \V. .Mav, li-SH. TABLE OF CONTENTS. Intkodtjctory Chapter I.— Formation and Incorporation of Companies Chapter II,— Organization and Management . Chapter III.— Stock, Calls, etc Chapter IV. — Miscellaneous Provisions . Chapter v.— General Information PAGE. 5 9 . 27 . 36 . 43 . 52 TABLE OF FORMS. Preliminary. 1. Prospectus .... 2. Notice of Allotment of Shares 3. Instalment Scrip . 4. Stock Certificate . FORMS FOR obtaining INCORPORATION BY LETTERS PATENT, 5. Notice in Ontario Gazette of intention to apply for letters patent 6. Affidavit proving publication of notice in Gazette . 7. Petition for letters patent . . . • • 8. Power of Attorney to sign petition, etc., etc. 9. Affidavit verifying power of Attorney 10. Affidavit verifying signatures to petition. 6. Affidavit verifying petition .... 6. Affidavit as to name of Company .... 11.' Stock book 12. Affidavit verifying signatures to stock book. 13. Affidavit verifying copy stock book FORMS TO INCREASE THE CAPITAL .STOCK. 14. By-law passed by the Directors 15. Affidavit verifying same and proving sanctioning thereof 16. By-law of Company regulating calling of general meeting 17. Affidavit verifying by-law 18. Notice in local newspaper ...,.• 19. Affidavit verifying same ..... • 18. Notice in Ontario Gazette ...••• 60 61 62 63 64 64 65 67 68 68 64 64 69 70 71 71 72 73 74 74 75 74 CONTENTS. PAG E, 20. Affidavit verifying Notice in O/i^ino (?(«€<<« . .75 19. Affidavit provin;,' due calling of meeting . • . .75 20. Atlulavit proving due calling of general meeting where no by- law for the purpose has been passed .... 75 I'l. I'etition for Supplementary Letters Patent . . . . 7<i 22. Affidavit verifying signatures to petition .... 77 23. Nf)tice in Ontario Ga.ittv of application for Supplementary letters patent .... ..... 78 24. AtH lavit verifying same .... ... 78 25. AtHilavit respecting hutut fhh character of increase. . . 79 TO DKCUE.VSE TIIK (AriT.XL STOCK. The same forms are necessary as for increasing the capital, and those given for that purpose may be adapted. KOR-M.S TO INCREA.sk TIIK NUMltKK OF DIKECTOKS. 20. IJy-law of Directors increasing their number ... 80 15. .Affidavit verifying by-law, proving sanctioning of same and pul>lication thereof in Ontario Gawtte .... 72 ]<■.. liy-law of Company regulating the calling of a general meet- ing 7^^ 17. Aflidavit verifying same ....... 74 18. Notice in local newspaper calling general meeting . 74 19. .\ftidavit verifying same ....... 75 18. Notice in Ontario Oazette calling meeting .... 74 20. Affidavit verifying same ....... 75 19. Affidavit proving due calling of meeting .... 75 27. Notice of publication of by-law in Ontario Oazette. >^0 TO I»K(.'KKASK THE NTMIIEU OF HI llElToH-S. The Haine foriuH are necessary as for increasing, and tlmse given above may bo adapted. KollMS l(,K lU.MOVINil < im.l ri.Ai'K OK Ill'.IINESs. 14. By law of Directors for ri'moval . . .71 15. AHidfivit verifying by-law, proving sanctioning of Hiune and publication thereof in Onttirio Oir.ittr 72 10. By-law of f'f)mj(any regulating the calling of a general mt>et- «"K 73 17. Aflidavit verifying wame ...... 74 18. Notice in local newHpaper calling general mooting. 74 19. Affidavit verifying uamo. ....... 75 18. Notice in Ontario da ill< culling general mo<!ting. 74 20. Affidavit verifying nanie. ....... 75 19. .Affidavit proving duo calling <>f mocting .... 75 27. Notice publishing by-law in i.hilario (la.fitf. HO CONTENTS. * FORMS FOR CHANGING THE NAME OF A COMPANY. PAGE 28. Notice in Ontario Gazette of intention to apply for an Order in-Council changing corporate name. .... 81 28. Notice in local newspaper of same . . . . .81. 29. Affidavit proving publication of notice in Ontario Gazette. . 81 29. Affidavit proving publication of notice in local newspaper. . 81 30. Petition for change of name ...... 82 31 . Affidavit verifying same ....... 83 32. Affidavit verifying signatures to petition. .... 83 33. Evidence of Company's solvency ...... 84 MISCELLANEOUS FORMS. 34. Letters Patent. ........ 35. List of Shareholders ....... 36. Affidavit verifying Summary and List Shareholders. 37. Notice of granting Letters Patent — Schedule A to Act 38. Notice of granting Supplementary Letters Patent — Schedule B to Act 39. Proxy 40. Power of Attorney to make transfers, receive dividends, etc, To re- incorporate a company under the 72nd and 73rd sections to subdivide the shares ; extend powers ; limit or increase the amount that may be borrowed on debentures, or other wise ; or provide for the formation of a reserve fund, forms may be adapted from those given above. 84 87 88 50 51 88 89 TABLE OF STATUTES. An Act respecting the Incorporation of Joint Stock Companies by Letters Patent, R. S. O., Cap. 157 An Act respecting the changing of the names of incorporated Companies, R. S. O., Cap. 178 94 An Act respecting the winding up of Joint Stock Companies, R. S. O., Cap. 183 qq By-laws, set of ......__ j)q APPENDIX. Dominion lii oislation : — An Act respecting the Incorporation of Joint Stock Companies by Letters Patent 126 Instructions for forming a company under the Dominion Act . 154 INTEODUCTORY. A Joint Stock Company is an Association of a number of individuals for the purpose of carrying on some legitimate business — each member subscribes and pays for shares in the capital stock and the responsibility of shareholders for the liabilities of a company does not extend beyond ihe amount of stock subscribed for. If that be paid up in full no fur- ther calls can be made ; if not fully paid up, shareholders can be compelled to pay in full the sum of the shares subscribed for. This lialnlity is known as " Limited Liability," and is the position shareholders in Joint Stock companies, other than Banks, occupy!^ The first step usually taken in the formation of a com- pany is the publication of aProspectus. This, though a com- mon, is not an essential, preliminary to the promotion and formation of a company. The Prospectus is intended to set forth to the public such details of the proposed scheme as will enable them to judge of the advisability, or otherwise, of taking part in it. It should be short and pointed. As a heading it should have the name and capital of the com- pany. Its advantages, prospects and the plan on which it is proposed to be worked should be stated. An Application for Shares is usually appended. Subscription of stock may then be seciu-ed by means of the stock book as given at page 69. The use and value of this book is so apparent that it is unnecessary to say more than that it binds and makes responsible the subscribers thereto. When a sufficient amount of stock has been subscribed select iThe position of shareholders in Banks differs from this and may be de- scribed by the term "Double Liability" that is — the owner of five paid up shares of one hundred dollars each would, in the event of the Bank's failure, be liable to be called upon to pay in five hundred dollars in addition to the money already invested. Form 1, Post, 6 INTRODUCTORY. a small number, not les.s than live, ut" the shareholders who are to be the applicants for the charter. Then prepare the notice for the Ontario Gazette and the other forms required for obtaining incorporation, as given at page 12. If these proofs are satisfactory to the Provincial Secretary's Depart- ment, the charter will issue in due course. Instalment lists and scrip should be prepared for receipt of calls on the stock, and a .set of By-laws for the government of the company di-awii up in the form given at page 90. The charter hav- ing been obtained and these preliminary matters settled, it is competent to the company to commence business forthwith. Parties having business to transact with the Provincial Secretary's Department will save time an<l trouljle \>y pay- ing attenticju to the following directions. All c<»nniiuiiicatioiis on olHcial Inisiiicss sliuuM be ad- dressed to The Honoura1)le The Provincial Secretary, Toronto, and the postage must be |)repaid. i^ctters mai'ked U. 11. M. S. are usually sent to the Dead Letter OfHce. The forwai'ding of any paper should always be accf)mpan- ied by a letter, each letter should be confined to one subject, the po.^t <iHii.-e a<ldress and date sh(jul<l lie given, and the signature distinctly wiitten. It i.s particularlv recommended that reference should be made to the law, wuerc accessible, before writing on any suli- ject to the Dt!j»artment, in order to avoid unnecessary ex- plun;iti<»ns und useless loss (jf tinu; and labor. It must l>e remembered that the lietti^r jiapcis aie execut- ed, the .sooner the work is despatched at the otiice. The use of foolscap paper in preparing aj)j)lications for Letters Patent, etc., is strongly recommended, as being much fnore convenient than larger sheets. The JrjJMt Stock ( 'oMi|iuni<;s' Act ileclares that nt) steps sliali b(« taken in any Dejiartnient tou'ai(N the issue of any Letters I'atent or Suppb.'nientary Jj(!tters Patent unfit aj'tf.r aU fnfM therefor have l;een duly paid. Remittances, including, wliere necessary, charges for col- lection, must be made by registered letter, or they are at the INTRODUCTORY. 7 risk of the sender. Post office orders, accepted bank-cheques and drafts must be drawn payable to the order of the Pro- vincial Secretary. Notices for publication in the Ontario Gazette should be addressed to The Business Manager, The Ontario Gazette, Toronto, Ont. and should indicate the number of insertions required. The rates are eight cents per line for the first insertion, and two cents per line for each subsequent insertion. The charge for a single number of the Gazette is ten cents. Advertisers desiring one or more copies to be furnished them should remit to the manacrer at this rate. CHAPTER I. FORMATION. AND INCORPORATION OF COMPANIES. 1. Citation. 2. ixterpretation of act. 3. Granting Powers to Companies Incorporated Under Imperial Acts. 4. How Incorporated. r>. Nature of Application. 6. Petition and Contents. 7. Evidence of Petition, Notices, &c. 8. The Letters Patent. 9. Notice of Granting Letters Pa- tent. 10. Lieutenant Governor may change name. 11. Certain Informalities not to Invalidate Letters Patent. 12. General Powers. 13. Change op Name or Constito- TION. 14. Supplementary Letters Patent. 15. Powers to be Subject to Act. All Act respecting the incorporation of Joint Stock Companies by Letters Patent. (Cap. 157, Revised Statutes of Ontario.) HER Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows : — 1. — CITATION. 1. This Act may be cited as Companies' Letters Patent Act." The Ontario Joint Stock 2. — INTERPRETATION OF ACT. 2, Where the words following occur in this Act, and in all letters patent and supplementary letters patent issued under the .same, they .shall be construed in the manner here- inafter mentioned unless a contrar}' intention appears. 1. " The letters patent " .shall mean the letters patent in- corporating a company for any purpose contemplated by this Act ; 2, " The supplementary letters patent " shall mean any letters patent granted to the company subsequent to the let- ters patent, incorporating the company ; 10 JOIKT STOCK companies' MANUAU 3. " The company " shall mean the company so incorpor- ated by letters patent ; -t. " The undertaking " shull mean tlie whole of the works and business of every kind which the company is authorized to carry on ; o. " Real estate " or " land " shall include all immovable real property of every kind ; G. " Shareholder " shall mean every subscriber to, or holder of, stock in the company ; and extend to, and include, the personal representatives of the shareholder. 3. — GRANTING POWERS TO COMPANIES INCORPORATED UNDER IMPERIAL ACTS. II. — 1. In ca.se a corporation, now or hereafter incorpor- ated under the laws of the Imperial Parliament of Great Britain and Ireland, desires to carry on any of its business within the Province of Ontario, the Lieutenant-Governor in Council may, by letters patent under the Great Seal of the Province, grant to such company, and such company may thenceforth use, exercise, and enjoy within the Province, any powers, privileges and rights set forth in the letters patent, as desired in or for carrying on the business of the company, and which it is within the authority of the LicutenaMt-(!<iv- emor in (Jouncil to grant to a company undir this Act. 2. No .such letters patent shall lie i.ssued until stich cor- poration has deposited in the OJlice of the I'lovincial Secre- tary a true co|)y of the Act of Parliauu'nt, chaid-r or other instiumeiit incorp«jratirig the said com|>any, verified in the manner which may be satisfactory to the Lieutenant-Ciover- nor in Council. 3, 'J'he letters patent referring to such Act, charter or otiier instrument as aforesaid, or a copy of such Act, charter or other instrument nf<jresaid ceitifhMl under the hand ot'thc Provincial Secretary, shall be suliicient evidence, in any jno- ce»;fling in any court in this Province, of the incoriMnutinn of the company, 1. This .section shall not apply to matters piovideil f(jr by chapU-r lOH of tliesc {{evised Statutes. FORMATION AND IXCOIiPOU.VTlOX OF COMPANIES. 11 4 — HOW INCORPORATED. 4. The Lieutenant-Governor in Council may, by letters patent un;ler the Great Seal, ^^a-ant a charter to any number of persons, not less than five, who shall petition therefor, con- stituting such persons and others who may become share- holders in the company thereby created, a body corporate and politic, for any purposes or objects to which the legisla- tive authority of the Legislature of Ontario extends, except the construction and working of Railways, and the business of Insurance, other than as provided by Section 4 of the Ontario Insurance Act. The power liereby given is entirely discretionary. Although all the requirements of the law have been complied with, the charter may be refused. There is no absolute right to claim the grant of Letters Pa- tent. When the charter is granted, it is on the express condition that it may be revoked by the Lieutenant-Governor in Council on sufficient grounds being shown, such as fraud, continued mismanagemenr, en- gaging in improper objects or works, and generally such" conduct as may be deemed injurious to the public interest. All charters are sub- ject to revocation, but in order to call the attention of the corporators more directly to the point, a clause is now introduced expressly stating this fact. No conditions as to any of the applicants being residents of the Province of Ontario are imposed by this or any other section of the Act. It is undesirable that the number of applicants be large, as this causes unnecessary expense in the publication of the notice. The British North America Act provides that the Legislature of On- tario may exclusively make laws in relation to matters coming within the following classes of subjects : — Sub-sec. 10. Local works and undertakings other than such as are of the following classes : — (a) Lines of steam or other ships, RaUways, Canals, Telegraphs and other works and undertakings connecting the Provinces or ex- tending beyond the limits of the Province • (b) Lines of steam ships between the Province and any British or Foreign country ; ('•) Such works as although wholly situate within the Province, are before or after their execution declared by the Parliament of Canada to be for the general advantage of Canada or for the advantage of two or more of the Provinces. 12 JOINT STOCK companies' MANUAL. Sub-sec. 11. The incorporation of companies with provincial ob- jecta. Sub-aec. 10. Generally all matters of a merely local or private na- ture in the Province. Forms fuh ohtaimno incC'KI'OKation by letteiis i'atm.nt. Notice in ihitariu Gazette of intention to apply for letters patent Form No. 5. Affidavit proving publication of notice in Gazette. . " G. Petition for letters patent. ..... "7. Power of Attorney to sign j etition, etc., etc. . . "8. Aflidavit verifying power of Attorney. ... " 9. Affidavit verifying signatures to petition. . " 10. Affidavit verifying petition. ..... " 6. Affidavit as to name of Company. .... * G. Stock book "11. Atlidavit verifying signatures to stock boik. . . " 12. Affidavit verifying copy stcck book. ... " 13. .'). — NATIUE OF Al'l'l. RATION, t5. Tlie naiiif of the Province ot Ontario or of .some local- ity therein shall constitute pait of the name of every com- pany incorporated under this act, except in cases where tlie Lieutenant-Oovernor in Council otlierwise direets, 6. The ii[)plieants for the letters patent must, for at least four con.secutive weeks, give notice in the Ontario Gazette, of their intention to a])pl3' for the .same, statinjj; therein : (aj Tlie proposed corporate name of the company, which shall not he that of any other known company, incorpoiated or unincoiporated, or any name liaMe to l»u unfairly con- fijiindMl tlH.-rewith, oi- othti wi.^f on pulilic ^^Moun-ls olijec- tionaltlf ; (6) 'i'he ohject for whicli its incoi poration is .sou^^dit ; {c) The jjlace uy places witiiin the Trovince ol" Ontaiic*, where its operutionH are to he curried on with spciial men- tion if there be two or \nu\i- such jilaC(!H, (jf .some one of them EM the chi<f ]»lace of l)Usin(s.s ; (f/; Tin- amount <jf capital stoi U ; {e) 'J'he numl)er of shares and amount of ( ach share ; (/) The names in full and the address and callin;^ of each <jf the ftjjplicants, with special mcritif)n of the names of not ^yj^.e. ^C An Act respecting the litiiited liability of Incorporated Companies. HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows : — 1. This Act applies to companies incorporated under TVie ■^^pplic^'tion of Ontario Joint Stock Comjianies' Letters Patent Act, subse- Rev. Stat. quently to the passing of this Act, and shall also be deemed to c. 157. be incorporated with and added to The Ontario Joint Stock Rev. Stat. Companies' General Glauses Act as regards any company incor- ^' ^'^^' porated by any special Act passed after the present Session of this Legislature. 2. The directors of every such company shall be jointly and Directors severally liable upon every written contract or undertaking ^^.^ contracts of the company on the face whereof the word " limited " or which do not the words " limited liability " are not distinctly written or HabTiity?^ ^ printed after the name of the company where it first occurs in such contract or undertaking. 3. The company shall keep painted or affixed its name with Word " lim- the word " limited " after the name, on the outside of every serted^on all"' office or place in which the business of the company is carried notice?, etc. on, in a conspicuous position, in letters easily legible ; and shall have its name, with the said word after it, engraven in legible characters on its seal, and shall have its name, with the said word after it, mentioned in legible characters in all notices, advertisements and other official publications of the company, and in all bills of exchange, promissory notes, indorsements, cheques and orders for money or goods purporting to be signed by or on behalf of such company, and in all bills of parcels, invoices and receipts of the company. 4. Every such company which does not keep painted or Penalty for affixed its name, with the word " limited " after it, in manner precedi*ng°sec- directed by this Act, shall incur a penalty of S20 for every tion. day during which such name is not so kept painted or affixed. 5. Every director and manager of the company who know- Penalty for ingly and wilfully authorizes or permits such default, shall be yfJi°\\"n"^ liable to the like penalty. Penalty for G. Every director, manager or officer of the company'', and thl!rfzi'ng*u3e every person on its behalf, who uses or authorizes the use of of seal without any seal purporting to be a seal of the company, whereon its ited"ou'?t name, with the said word "limited" after it, is not so engraved as aforesaid, or who issues or authorizes the issue of any notice, advertisement or other othuial publication of such company, or who signs or authorizes to be signed on behalf of such company any bill of exchange, promissory note, indorsement, cheque, order for money or goods, or who issues or authorizes to be issued any bill of jtarcels, invoice or repceit of the company, wherein its name, with the said word after it, is not mentioned in manner aforesaid, shall incur a penalty of S200 ami shall also be personally liable to the holder of any such bill of ex- change, promissory note, cheque or order for money or goods for the amount thereof unless the same is duly paid by the company. FORMATION AND INCORPOKATION OF COMPANIES. 13 less than three of their number, who are to be the first Di- rectors of the Company. Notice. — The notice must be inserted in at least four consecutive numbers of the Ontario Gazette. Where the amount of the capital stock does not exceed $3,000, or under the circumstances set forth in Section 8,^ the notice may be dispensed with.- This rule does not ap- ply to Slide, Dam and Boom Companies.^ The object of the notice'' is to afford interested parties an opportunity to notify the Provincial Secretary of the grounds, if any, upon which they object to the grant- ing of a charter. Name. — Every incorporated company or trading corporation must have a name by which it may sue and be sued, enter into contracts, make and receive grants and perform all legal acts. Such a name is the " very being of its constitution, the knot of its combination." No alteration can be made in its name by the corporate body itself ; if this is desired application must be made to the Lieutenant-Governor in Council. The name should be as short as possible consistent with ex- pressing generally the nature of the company, and should, except in cases where the Lieutenant-Governor in Council otherwise directs, con- tain the name of the Province of Ontario, or some locality therein, as part thereof, as for instance : — " The Ontario Car Company," " The Steel Association of Ontario," " The Hamilton Canning Company," " The Victoria Skating Rink Company of Brantford," " The Brighton Dairy Company," " The McCormack Manufacturing Company of Lon- don (Limited)," etc. The word " Limited " must be added to every corporate name wherein the name of a person is used — as for instance, " The E, Harris Company of Toronto (Limited)." The use of the word "Canada," "Canadian," "Dominion" or "International," or any word signifying more than provincial objects, is not allowed. For the use of " Royal," the consent of the Queen is required. Object. — This may be any object within the legislative authority of the Leoislature of Ontario except the construction and working of rail- ways and, within certain limits, the business of insurance ; by R.S.O. Cap. 161, Sec. 80, provision is made for changing Mutual Insurance Companies into Joint Stock Companies under R.S.O., Cap. 157. The definition of the powers sought should be clear and concise. It is now contrary to the policy of the government to grant a company power to carry on more than one business under rme charter ; if other powers are desired, it must be shown that they are incidental and necessary to the due carrying out of the citief object for which letters patent are required. 1 Post. 2 Vide section 9. post. 3 Vide sec. 7, cap 1(50, R. S. U. * Form No. 5, post. 14 JOINT sKx K ((MI-AMKs' MANUAL. Opernfioiis of the ('cHi/xnii/. — These ni;iy be carried mi at any place, or places, within the Province. Cliiej riacf of Bvsinesa. — This may, or may not, be at the same place &B that at which the operations of the company are to be carried on, thus, a company carrying on its operations in the District of Algoma may have its chief place of business (i. e., head office) in the City of Toronto. Jviutuit of Capital. — The amount of the capital should be sutHcient to carry on the business proposed, thus, in the interests of the com- pany, avoiding an application for Supplementary letters patent. AinuUHt of Share.". — The amount of the Shares will differ according to the nature of the ctmpany. If the objects be popular, it may be advisable to make the shares of small amount, with the view of attract- ing numerous applicants. Shares of large amount cannot be so easily negotiated. The number and value of the shares may be fixed at the company's option. No limit is, by law, placed as to the amount of each share. Stc. 25,^ provides for the creating and issuing of prefer- ence stock which shall have preference and priority, as respects divi- dends and otherwise, over ordinary stock. No pi rson can be a holder of a lesa amount of stock in a company than one share ; there appears, however, to be no objection to a firm owning one share. Care should be taken to give the Christian names of the applicants, in full, with their residences, legal additions or occupations. Directorx. — These must be applicants and shartholdurs, owning stock absolutely in their own right, and not in arrear in respect of any cull thereon. 6. — PETITIO.N AND ( ONTKNTS. ? . At fuiy liiiH', not luorc than one innnili idici the last piihlication of the notice, the aj>[)licants may petition tlie Lietitt'iiant (lOVeiiKJi-, through the I'lovincial Secretary, lor the is.sue oi the letters patent; L'. The petition nni.st .state tlie facts rei|uii-eil to he set forth ill the notice, ami must fnrtlier .state the anioimt of stock taken \>y each applicant, ami also the ammnit if any, paiil in upon the stock of each aj»plicant '.\. The petiti<jii nui.st al.so state whrthir the aiiimnit is pai'l in ca«h or by transfer of ])rf)perty, or how o(her\vi.><e ; 4. In r.fiHi'. the petition is not si^^'tieil hy all the sharehohl- ers whose names are proposed to hu inserteil in (he letters patent, it shall he ac<oiii|ianie<l hy a memornii<luni ( I asso- > r>tt. FORMATION AND INCOHPORATION OF COMPANIES. 15 elation, signed by all the persons whose names are to be so inserted, or by their atttorneys, lawfully authorized in writing, and such memorandum shall contain the particulars required by the next preceding section; 5. The petition may ask for the embodying in the letters patent of any provision which otherwise under this Act might be embodied in any by-law of the company when incorporated. The petition must reach the Provincial Secretary not later than one month after the last publication of the notice. If, through the absence of one of the petitioners or from some unavoidable cause, the whole of the papers cannot be completed within the month, the petition should be forwarded and the balance of the papers transmitted immediately upon completion. Where delay does occur, it is usual to require an explanation thereof, and in case more than a month elapses before the petition is presented, an additional insertion of the notice in the Ga- zette is ordinarily accepted, but for special and sufficient reasons the head of the department may dispense with this. No person can be a petitioner unless his name appeared in the notice, and every petitioner must be a shareholder in the proposed company. At least five share- holders must join in the petition. The petition^ should in every respect correspond with the notice in the Gazette. It should be legibly written, and should state (a) the names in full of the petitioners, with their residences, legal additions or occupations ; (6) the proposed name of the Company to be incorpor- ated ; (c) its objects ; (d) the place or places in Ontario where its oper- ations are to be carried on ; (e) its chief place of business ; (/) the amount of its capital stock ; (pr) the number and amount of its shares ; (Ji) the names of at least three directors who must all be shareholders ; (i) the amount of stock taken by each of the petitioners, the amounts, if any, paid in thereon, and whether they were paid in caih, by the transfer of property, or how otherwise. The petition should be signed by each of the applicants personally, or if, in any case, by attorney, the power of attorney, duly authenticated, should accompany it. Blank Forms of Petition may be obtained on application to the Secre- tary's department. The subscription of stock must be proved by production at the Sec- retary's Department of the stock book^ with the signatures of the sub- scribers duly verified, ■' and a verified copy of such stock book must be 1 Form No. 7, post. -Form Xo. 11, post. •^Form No. 12, post. in JOINT STOCK companies' MANUAL. transmitted therewith, to remain on file in the Department. After comparison, the original is returned to the applicants. The stock book may, according to the nature of the company, be of any size, from a large volume, to a simple memorandum book. The copy should be made on foolscap paper. The object of embodying in the letters patent any provision which otherwise might be embodied in any by-law of the company when in- corporated is, " to give greater stability to these matters which it may be deemed desirable so to embod}' and which, as by bj'-law, would be always subject to change according to the whim or caprice of a major- ity of the directors."' H. Where a notice has been published according to tlie rule.s of the Legislative Assembly for an Act incorporating any company, the incorjtoration whereof" is .sought for ob- jects for which incorporation is authorized by this Act, and a Bill has been introduced into the A.ssembly in accordance with such notice, and is subsequently thrown out or with- drawn, then in case a petition to the Lieutenant-! }ovcrnor for the incorporation under this Act of the company is filed with the Provincial Secretary within one month from the day of the termination of the Session of the Assembly for which tlie notice was given, the notice may be accepted in lieu of the notice required by section six. 9. The Lieutenant-Governor may dispense with the pub- lication of the notice menti<jned in section six in an}' case in which tin; capital of the proposed comi)any is three thou- sand dollars or under. This is intended to facilitate the formation of companies n-ijuiring only a small cajiital, such as cheese, butter and dairy coini)anicfl. 7. — KVIDKNrF. OF IMTITION, XOTH'K, KTC 10. licf'ore the lottrrs patent arc issued, the applicants must est^iblish U) the sntisfaction of tht; Provincial Secre- tary, or of Huch other officer as may be charge<l by onier of the fiicuteiiantOovernor in Tlouncil tt) report tliiireon, the Htifficiency of their notice and petition, and that the proposed >8t«|.henii' "Joint Stock CompuniiH," \>. 120 FORMATION AND INCORPORATION OF COMPANIES. 17 name is not the name of any other known incorporated or unincorporated company. 11. — 1. The Provincial Secretary, the Assistant Provincial Secretary, or such other officer, may for the purposes afore- said, or for any other purpose under this Act, take and keep of record any requisite evidence in writing under oath or affirmation. 2. Proof of any matter which may be necessary to he made under this Act, may be made by affidavit or deposition be- fore the Provincial Secretary, or Assistant Provincial Secre- tary, or before any Justice of the Peace or Commissioner for taking affidavits, or Notary Public, who are hereby author- ized and empowered to administer oaths for that purpose. Proof as to the notice required having been given must be furnished by affidavit^ setting forth dates of insertion of such notice, with copy thereof, cut from the Gazette, attached. Each signature to the petition must be verified by affidavit^ made by the witness. The proof that the corporate name is not that of any other known incorporated or un- incorporated company ought to be made by the affidavit of one of the applicants, a resident of this Province, or by a resident attorney or agent.* From the nature of the subject such affidavit cannot be posi- tive and should be expressed to be made to the best of the knowledge and belief of the declarant. 8. — THE LETTERS PATENT. 12. The letters patent shall recite such of the material averments of the notice and petition so established as the Lieutenant-Governor may find convenient to insert therein, and the Lieutenant-Governor, may, if he thinks fit, give to the company a corporate name different from the name pro- posed by the applicants in the published notice ; and the objects of the company as stated in the letters patent may vary from the objects stated in the said notice, provided the objects of the company as stated in the letters patent, are of a similar character to those contained in the notice pub- lished as aforesaid. 1 Form 6, post. - Form 10, post. ' Form G, post. 18 JOINT STOCK companies' MANUAL. lu case a company has given notice under a name to which reason- able objection has been, or may be, taken, this clause provides for avoiding the delay that would be caused by giving a new notice. A copy of the form of letters patent is given hereafter.^ 9. — NOTICE OF (iHANTlV(; LETTERS I'ATENT. Hi. Xotiee of the granting of the letters patent shall be forthwith given by the Provincial Secretary, in the Ontario Gazetft\ in the form of the schedule A to this Act ; ami from the (lute of the letters patent the persons therein named and their successors shall be a body corporate and politic by the name mentioned therein. This notice is inserted in the (Uizdtc without charge to the applicants. 10. — LIEUTENANT-GOVERNOR MAY CHANGE NAME. II. In case it is made to appear that any company is in- corporated under a name, the same as or similar to, that of an existing company, it shall be lawful for the Lieutenant- Governor in Council to direct the issue of Suj)plrmentary letters patent reciting the former letters, and changing the name of the company to some other name to be set forth in the Supjjlcmcntary letters patent; and no such alteration of namt" shall atii-ctthc i-ights or obligations of tin' company ; and all proceedings may Ijc continMe(l and commenced by or against the C(jmpany by its new name, that might have been continued or commenceil I'V or against tin; eompany by its former name. 2. 'I'he High (Jouit may compid an appliealion under tliis section wltenever a company impropeily assumes the name of, or a name similar to, that of an existing coiii|iariy. Th« company whuMn name is thus chaiiKcd in tliat hiHt incorpurated, the earlier oiiijiaiiy having a right te retain itn name, while no com- pany iiubH<-(|uuntIy incorporated has a right to asstime a name so siiui- lar to that I'f nn existing cnmi>any ns to endanger one being mistaken for the i.tfier Thun in //■/./i.i v. Unhnrn Mitnufurluriini Coiiifiini]/, in the United SlAtes, it wiM decided, that whore the name of a m.iiiuraoluring cor- • Form ;M, po>l. FORMATION AND INCORPORATION OF COMPANIFS. 19 poration had beeti used to designate tke origin and ownership of the goods manufactured by it, such use of its name would be protected to the same extent, and upon the same principle that individuals are protected in the use of trade marks. ^ 11. — CKUTAIN INFORMALITIES NOT TO INVALIDATE LETTERS PATENT. 15. The provisions of this Act relating to matter prelimi- nary to the issue of the letters patent shall be deemed directory only ; and no letters patent or supplementary let- ters patent issued under this Act shall be held void or void- able, on account of any irregularity in any notice prescribed by this Act, or on account of the insufficiency or absence of such notice, or on account of any irregularity in respect of any other matter preliminary to the issue of the letters patent or supplementary letters patent. 12. — GENERAL POWERS. 16. Every company so incorporated may acquire, hold, alienate and convey real estate subject to any restrictions or conditions in the letters patent set forth, and shall forth- with become and be invested with all rights, real and per- sonal, heretofore held by or for the company under a trust created with a view to its incorporation, and with all the powers, privileges and immunities requisite to the carrying on of its undertaking, as though the company had been in- corporated by a special Act of the Legislature making the company a body politic and corporate and embodying all the provisions of this Act, and of the letters patent. lo. — CHANGE OF NAME OR CONSTITUTION. By Sec. 7'of Cap. 178, entitled an "Act respecting the Changing of the Names of Incorporated Companits," that Act is declared to apply to any company incorporated under the Joint Stock Act, if such com- pany has made or makes an application thereunder. In such case the following steps are necessary : 1 Stephens, p. 147. 20 Joint stock companies" manual. The company sliuuld petition the Lieutenant-Governor in Council, setting forth the facts, and stating : 1. That the company is desirous of changin^f its name from . to ... . 2. That the proposed name is not the name of any other known incorporated or unincurporate>l c impany. 3. That the company is in a solvent condition. 4. That the change desired is not for any improper purpose. If the applicants are a trading corporation or company carrying on a businesfl for profit. 6. That notice^ of the intention of the company to apply for a change of name has been inserted for four weeks in the Or.tarin Gaxettc, and in a newspaper published in the locality in which the operations of the company are carried on. These facts should be verified by affidavit. The petition should be signed by the president and secretary, and sealed with the company's seal. Evidence of the solvency of the company should be furnished by a balance-sheet or other satisfactory statement of the affairs thereof. FORMS FOR CHANOINO THK NAME OF A COMrANY. Notice in Ontario dazi^tte of intention to apply for an ()rder-in-Council changing corporate name. . Ftirm No. "JS- Notice in local newspaper of same. .... " 28. Afliddvit proving publication of notice in Onturiu Giuette. " 29. Affidavit proving publication of notice in local newspaper. " 21>. Petition for change of name. ..... " '.W. Affidavit verifying same. . '■ 'M. .•\ffidavit verifying signatures to petition. ... :<2. Kvidt-ricc of Cotiipaiiy's solvency. '.V^. 17. Tlu; (liructor.s of Lhu company may at any Liniu make a l^y-law .sub-dividing the exi.stinj,' shares into shares of smaller umouiit. IH. 'I'Im- directors of tlie company, at any time after nine- tenths of the capital stock of tlie comp.my has heen taken up, and ten ])er centum thereuj)on paid in, hut not sooner, may nuike a liy-law for increa-sin/.^ the capital .stock of the company to any amount which they consider requisite for t)>e due carryin;,' out of the ol)jeets of the company ; The hy-lawVshall «leelare the number and value of the share« of the new stock, and may prescribe tlio iiiMmicr in • K<irin 2H, )iint. -Foriii 1 1, /»'M^ FORMATION AND INCORPORATION OF COMPANIES. 21 which the same are to be allotted, otherwise the contiol of such allotment shall be held to rest absolutely in the direc- tors. FOKMS TO INOREASK THK CAPITAL STOCK. By-law passed by the Directors. .... Affidavit verifying same and proving sanctioning thereof By-law of Company regulating calling of general meeting Affidavit verifying by-law Notice in local newspaper Affidavit verifying same. Notice in Ontario GuzetU Affidavit verifying same. Affidavit proving due calling of meeting. Affidavit proving due calling of general meeting where no by-law for the purpose has been passed . Petition for Supplementary Letters Patent. Affidavit verifying signatures to petition. . Notice in Ontario Gazette of application for Supplemen- tary letters patent Affidavit verifying same Affidavit respecting bona fide character of increase. 19. With regard to the increase of the capital stock of any company kicorporated under the Act authorizing the Granting of charters of incorporation to manufacturing, mining and other companies, passed in the 27th and 28th years of the reign of Eer Majesty, chaptered 23, the incor- poration of which is subject to the control of the Legislature of Ontario, the Provincial Secretary, or such other officer as may be named for the purpose, is not bound to sign the notice mentioned in sub-section 18 of section 5 of the said Act and is to exercise his discretion in respect of the same, in view of all the facts, and subject to the direction of the Lieutenant-Governor in Council. This section is to be con- strued as declaratory of the intent, meaning and effect of the said sub-section. •20. The directors of the company, if they see fit at any time, may make a by-law for decreasing the capital stock of the company to any amount which they may consider .suffi- Form No. 14. (( 15. " 16. 11 17. ( > 18. t( 19. i( 18. t ( 20. .1 19. (( 20. (( 21. (( 22. (( 23. (1 24. <( 25. 22 JOINT STOCK companies' MANUAL, cient for the due airryiiig out of the undertaking of the company, an 1 advisable ; TO I>KCREASE THK ('Al'lTAL STOCK. The saiuj forms are neceaaary aa for increasing the capital, and those given for that purposj may be adapted. '2. The by-law shall declare the number and value of the shares of the stock as so decreased ; and the allotment thereof, or the rule or rules by which the same is to be made ; *}. The liability of shareholders to persons who were, at the time of the re<luction of the capital, cre<litors of the company, shall remain as though the ca})ital had not been decreased. ^1. No ])y-law for increasing or decreasing the capital stock of the company, or sub-dividing the shares, shall have any force or effect until after it has been sanctionetl by a vote of not less than two-thirds in value of the .shareholders at a general meeting of th.e company duly called for consid- ering the same, and afterwards confiiiiK'd by suppicintMitary letters j)atent. ii*Z. At any time not moie tlian si.\ months after the .sanction of such by-law, tlie directors may petition' the Lieutenant-Governor, through the Provincial Secretaiv, for the issue of suj)|tlt'm"'ntary letters ])at(Mit to confirm the siini! : 2. With til'- jietitjon Ihey shall pi-odufe the b\-law, and establish t(j the satisfaction of thi- I'lovincial S cretaiy, oi- of such other ollicer as may be chargt.'d by order of th(^ Lieutenant-(iovernor in Council to report there<»n, the (bie pasH.'igr; and sanction "f the by-law, and if the |m| it inn is in respect of increa.s(; or decrease of capital, the Ihuki j'nlr c}iara<"ter of the increa-se or decrea,s(; of ca|tital tliereliN' pro- vidt.'d for, and except a.s herein otherwise provide.! that no- ' Form No. '2\, /<"«/. FORMATION AND INCORPORATION OF COMPANIES. 23 tice of the application for supplementary letters patent ha? been inserted for four consecutive weeks in the Ontario Gazette ; 3. Where the capital of the company, or such capital as increased, does not exceed three thousand dollars, the Lieutenant-Governor may dispense with the insertion in the Ontario Gazette of a notice of the application. Proof of the By-law having been duly passed by the directors and sanctioned by a vote of two-thirds in value of the shareholders, together with the dates of the making and sanctioning thereof, and of the meet- ing having been duly called, must be furnished by affidavit. The original by-law must be produced by the directors with their petition. "When 'the capital is increased, the new shares must be of the same amount as the old. A copy of the company's by-law, if any, regulating the calling of general meetings and of the notice calling the meeting, duly verified, should be furnished. In case of the increase or decrease of capital, the bona fide character of the same should also be proved by affidavit. Proof of the notice having been given in four issues of the Ontario Gazette must be furnish- ed by affidavit setting forth the dates of such notice with a copy there- of, cut from the Gazette, attached. The notice may be dispensed with in the case of a company whose capital, or such capital as increased, does not exceed ^,000. 515. A company incorporated under this Act may by By- law increase or decrease the number of its directors, or may change the company's chief place of business in On- tario. 2. No By-law for either of the said purposes shall be valid or acteil i1[i)on unless it is sanctioned by a vote of not less than two-thirds in value of the shareholders present, in per- son or by proxy, at a general meeting duly called for con- sidering the By-law, nor until a copy of the By-law has been certified under the seal of the company to the Provin- cial Secretary, and also has been published in the Ontario Gazette. A copy of the company's by-law, if any, regulating the calling of general meetings and of the notice calling the meetings, duly verified, shou'.d be furnished. Proof that the by-law was properly sanctioned and that the meeting was duly called must be given by affidavit. A copy of the By-law 24 JOINT STOCK companies' MANUAL. under the company's seal and duly verified must be transmitted to the Provincial Secretary, with proof that the By-law was published once in the Ontario Oiuette. A copy of the notice, out from the Gazette, must be attached thereto. FORMS ro lyCREASE THE NDMBEU OF DIRECTOBS. By-law of Directors increasing their number . . Form No. 20. Affidavit verifying by-law, proving sanctioning of same and publication thereof in Ontario Gazette. . " 15. By-law of Company regulating the calling of a general meeting ........ " 1<). Affidavit verifying same. . . . " 17- Notice in local newspaper calling general meeting. " 18. Affidavit verifying same " 19. Notice in Ontario Gazttte calling meeting ... "18. .Affidavit verifying same "20. Affidavit proving due calling of meeting. ... "10. Notice of publication of by-law in Ont'iriu Gazette. . "27. TO DEtKEASE THE Nt'MIJEK OF DIREtJTOR.S. The same forms are necessary as f«jr increasing, and those given above may be adapted. FORMS FOR RKMOVIM; CHIEF PLACE OF liUSINE.SS. Bylaw of Directors for removal. .... Form No. 14. Affidavit verifying by-law, proving sanctioning of same and publicati(jn thereof in Ontario Gazette . . " 15. By-law of Company regulating the calling of a general meeting ........ " !<>• Affidavit verifying Hame "17. Notice in local nowspafjor calling general meeting. " 18. Affidavit verifying same " l'.». Notice in '>/'''<»i'> ^'«<;«;<<»' calling general meeting. 18. Affidavit verifying Hanii- " '-(>. AHidavit [(roving duo calling of meeting. ... " 1'*. Notico publishing by-law in Ontario Gazette. 1.'7. •2<» In case u resolution, untliori/in-^'an iipplicuLion Lo the Lit;nt<:niint-(i<A'ernor therefor, i.s passed by a vote of not IcHM than two-thinl.s in vuhie of the sharehohlers present in person or \>y pro.xy at a general meeting of the company, (Inly called for considerin;^ the sniijcct of such resolution, tlic Lient<."nant-(iovernor in (Council may from time to tim<! di- rect the iHMUe of «nppl<'m(;ntary letters pat<Mit to the com- pany, emhracin:,' an}- or all of flic following,' matters ; — FORMATION AND INCORPORATION OF COMPANIES. 2o 1. Extending the powers of the company to any objects, within the scope of this Act, which the company may desire ; This does not empower companies to obtain supplementary letters patent for objects totally different from those set out in the original charter. There must be some degree of similarity in the new objects as compared with the former. For instance, a company known as the " London Creamery Company " could not by supplementary letters and under the same name acquire the right to do a mining business. 2. Limiting or increasing the amount which the company may borrow upon debentures or otherwise ; 3. Providino: for the formation of a reserve fund ; 4. Varying any provision contained in the letters patent, so long as the alteration desired is not contrary to the pro- visions of this Act ; 5. Making provision for any other matter or thing in re- spect of which provision might have been made by the ori- ginal letters patent. 27. The Lieutenant-Governor may, by Order in Council, to be notified in the Ontario Gazette, direct in what cases notice of application for supplementary letters patent shall be given in the Gazette or otherwise, and the nature of such notice, and he may in any case dispense with notice. To reincorporate a Company under the 72nd and 73rd sections ; to sub divide the shares ; extend powers ; limit or increase the amount that may be borrowed on debentures or otherwise ; or provide for the formation of a reserve fund, forms may be adapted from those already given. 14. — SUPPLEMRNTARY LETTERS PATENT. 23. Upon due proof so made the Lieutenant-Governor in Council may grant such supplementary letters patent^ un- der the Great Seal ; and notice thereof shall be forthwith o-iven by the Provincial Secretary in the Ontario Gazette, in the form of the schedule B to this Act; and thereupon, from the date of the supplementaiy letters patent, the 1 Form No. 34, post. B 20 JOINT STOCK companies' MANUAL. shares shall be sub-divided, or the capital stock of the com- ]ianv sliall be and remain increased, or decreased, as the case iiiav l>e, to the amount, in the manner, and subject to the eunditions set forth by such by-law ; and th.e whole of the stock, as so increased or decreased, shall become subject to the provisions of this Act, in like manner (so far as may be) as though every part thereof had formed \y,\rt of the stock of the company orii,dnally subscribed. 24. Sections lis and 20 to 23 of this Act shall apply to everv company which has been incorporated by a special Act for purposes or objects w^itliin the scope of this Act. 15. — POWERS TO HE SUIUECT TO ACT. 5J8. All powers given to the company by the letters patent, or supplementary letters patent, shall be exercised subject to the jtrovisions and restrictions contained in tliis Act. CHAPTER II. ORGANIZATION AND MANAGEMENT. 1. Directors. 2. Meetings. 3. Powers op Directors. 4. By-Laws. 5. Books to be Kept, 6. Statement OF Affairs to be MADE. 1. — DIRECTORS. 21>. The affairs of every such company shall be managed by a Board of not less than three directors. The directors are appointed to direct and manage the affairs of the company ; collectively they form a board of directors. To make a legal board of directors they must meet at a time when and a place where every director has the opportunity of attending to consult and be consulted with. They are required to use due diligence and give attention to the concerns of the company, and are bound to a faithful discharge of the duty which the situation imposes. They are liable to the stockholders whenever there has been gross negligence or fraud, but not for unintentional error. ^ 30. The persons named as directors, in the letters patent, shall be the directors of the company, until replaced by others duly appointed in their stead. 31. No person shall be elected or appointed as a director thereafter, unless he is a shareholder, owning stock abso- lutely in his own right, and not in arrear in respect of any call thereon. 32. The after directors of the company shall be elected by the shareholders in general meeting of the company as- sembled at some place within this province, at such times, in such wise, and for such term, not exceeding two years, as the letters patent, or (in default thereof) the by-laws of the company may prescribe. 351. In default only of other express provisions in such behalf, by the letters patent or by-laws of the company; iThring. 28 JOINT STOCK companies' MANUAL. 1. Such elections shall take place yearly, all the members of the board retiring, and (if otherwise cjualitied) being eli- gible for re-election ; No By-law for the payment of the president or any director, shall be valid or acted upon until the same has been contirnied at a general meeting. ^ 2. — MEETINGS. In default only of other express pvovisions in such belialf by the letters patent or b^'-laws of the company. 2. Notice of the time and place for holding general meet- ings of the company shall be given at least ten days previ- ously thereto, in some newspaper published at or as near as mav be to the office or chief place of business of the com- pany, and also in the case of companies having a capital ex- ceeding S3,0()0, either by publishing the same in the Ontario Gazette, or by mailing the same as a registered letter, duly addressed to each shareholder, at least ten days previous to such meeting ; 3 At all general meetings of tlie company, every share- holder shall be entitle<l to as many votes as he owns shares in the company, and may vote by proxy ; 4. Elections of directors shall be )»y ballot; 5. Vacancies occurring in the board of directors may, \in- leBs the V)y-lawH otherwise diiect, be filled fur the unexpired remainder of the term, by the l»oard, from among tlic <|uali- fit.'d shareholders of the company ; C. The directors shall, from liiiic to tiim*, ilcct fiom among themselves, a president of the company ; and shall also name, and may rfinove .it jdeasurc, all other oHicers theii'of. Ill If at any time an election of direetuis is not made, or does not take ett'ect at the proper time, tin; company shall not be held to be tliereby (Jissolved ; Imt such election may take place at any general m(M-ting of the company <luly eall- ed for that j»urpf)se ; and the retiring directors slmil continui; in office until tlieir .successors are elected. 1 Vide S«c. 4.», T""'- ORGANIZATION AND MANAGEMENT. 29 39. One-fourth part in value of the sliareholders of the company shall at all times have the right to call a special meeting thereof, for the transaction of any business specified in such written requisition and notice as they may issue to that effect. 49. No shareholder being in arrear in respect of any call shall be entitled to vote at any meeting of the company. 3. — POWERS OF DIRECTORS. 36. The directors of the company shall have full power in all things to administer the affairs of the company ; and may make, or cause to be made, for the company, any de- scription of contract which the company may by law enter into. 37. The directors may, from time to time, make by-laws not contrary to law, or to the letters patent of the com- pany, or to this Act to regulate — (a) The allotment of stock ; the making of calls thereon ; the payment thereof ; the issue and registration of certifi- cates of stock; the forfeiture of stock for non-payment; the disposal of forfeited stock and of the proceeds thereof ; the transfer of stock ; (6) The declaration and payments of dividends ; (c) The number of directors, their term of service, the amount of their stock qualification ; (d) The appointment, functions, duties and removal of all agents, officers and servants of the company ; the security to be given by them to the company ; and their remuneration ; (e) The time at which, and place where, the annual meet- ings of the company shall be held ; the calling of meetings, regular and special, of the board of directors, and of the com- pany ; the quorum ; the requirements as to proxies ; and the procedure in all things at such meetings ; (/) The imposition and recovery of all penalties and for- feitures admitting of regulation by by-law ; and (g) The conduct in all other particulars of the affairs of the company ; 30 JOINT STt)CK companies' MANl'AL. and may from time to time, repeal, amend or re-enact the same ; but every such by-law, and every repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a general meeting of the company, duly called for that purpose, shall only have force until the next annual meeting of the company ; and in default of confirmation thereat, shall, at and from that time only, cease to have force ; and in that case no new liy-law to tlie same or like effect, shall have any force, until confirmetl at a general meeting of the com- pany. 158. In case a by-law, authorizing the same, is sanctioned by a vote of not less than two-thirds in value, of the said shareholders, then present in person or by proxy, at a gen- eral meeting duly called for considering the by-law, the directoi*s ma\' b(nrow money upon the credit of the com- f)any, and issiie the bonds, deV)enturcs, or other securities of the company, and may sell the said bonds, debentures or other securities at such prices as may be deemetl expedient or be necessary; but no such debenture shall lie tor a less sum than one hundred dollars ; 2. The director's may, under the like sanction, liypothe- cate, mortgage, or jjledge the real or personal I'lojierty of the company, to secure any sum or sums borrowed tor the purposes thereof. 4. — IIY-LAWS.' 'lO. A coj)y of any l)y-law of the company, under its seal, and jiurporting to be signed by any officer of the company, shall be received as prima facie e-vidence of such by-law in all ( 'ourts in Ontario See alsf) I»a{{<? 'J'.l, fur iioworM >.f (iirrctmH to iiiiiki' hy Iiiwh. '). — HOOKS K) UK KKl-l". •50. Till' e()iii|iaiiy hIimII cause a book or books to bo kept by the secretary, or l)y sijuk; other ollicer espeeijilly charged with tliat duty, wherein shall be kept n.cor(h;d : ' Fur ••t "f \>y \mw» miitAlilv for ciiiii|>any'it tine non infra. ORGANIZATION AND MANAGEMENT. 31 (a) A copy of the letters patent incorporating the com- pany, and of any supplementary letters patent issued to the company, and of all by-laws thereof ; (6) The names, alphabetically arranged, of all persons who are, or have been shareholders ; (c) The address and calling of every such person while such shareholder ; (d) The number of shares of stock held by each share- holder ; (e) The amounts paid in, and remaining unpaid, respec- tively on the stock of each shareholder ; (/) All transfers of stock, in their order as presented to the company for entry, with the date and other particulars of each transfei", and the date of the entry thereof ; and — (g) The names, addresses and calling of all persons who are or have been directors of the company ; with the several dates at which each person became or ceased to be such director. 53. Such books shall, during reasonable business hours of every day, except Sundays and holidays, be kept open for the inspection of shareholders and creditors of the com- pany, and their personal representatives, at the office or chief place of business of the company ; and every such share- holder, creditor, or representative, may make extracts there- from. 54. Such books shall be prima facie evidence of all facts purporting to be thereby stated, in any action or proceeding against the company or against any shareholder. 55. No director, officer or servant of the company, shall knowingly make or assist to make any untrue entry in any such book, or shall refuse or neglect to make any proper entry therein ; and any person violating the provisions of this section shall, besides any criminal liability which he may thereby incur, be liable in damages for all loss or injury which any person interested may have sustained thereby. 32 JOINT STOCK COMPAMKS' MANUAL. 56. Any director or otiicer who refuses to permit any per- son entitled thereto to inspect such book or books, or make extracts therefrom, shall forfeit and pay to the party ag- grieved the sum of one hundred dollars ; and in case the amount is not paid within seven days after the recovery of judgment, the court i» whicli the judgment is recovered, or a judge thereof, may direct the imprisonment of the offend- er for any period not exceeding three months, unless the amount with costs is sooner paid. The»e sections contain all the provisions of the act directly concern- ing the books of the company. As a matter of course and necessity, every enterprise of any importance, whether individual or associate, must include books in which a record of its proceedings and of its affairs is kept. But particularly so in connection with Joint Stock en- terprises, in which the means of a lesser or greater number of persons taking no active part in the management of its atlairs and who are de- pendent upon such books for a knowledge of its affairs, are involved ; and also where the liability of the members individually towards the creditors of the enterprise is limited to the amount unpaid on their shares. These causes together render the keeping of books by Joint Stock Companies a matter of so much importance that the legisla- ture has not only made it compulsory to keep such books, but has described in detail what such books shall contain and exhibit, and im- posed penalties for neglect of such provisions. ^ G. — STATEME.N'T Ol' AFFAIRS TO UK .MADK. 57. Mvery company incorporated under this Act shall, «>n or bi.'fore the first day of February, in every year, make a list in duprK;atc verified us is hereinafter re(|uired of all i)er- soris who on the thirty-first d.i}' of r)t'eember previou.sly, were shareholders of the' eoiiipauy ; and such list shall state thi- names alphalietically arraii'4t!<l, and the aildn^sses and callings of all hucIi person.s, the aniDuut of stock lieM Ity them, and the amount unj)aid thcrefjii ; atnl sliall also make out a summary in duplicate verified as hereinafter reipiired, of the state of the affairs of the company, on the thirty-first day of December preceding. '2. The summary shall contain the following jiartieulars : ORGANIZATION AND MANAGEMENT. 33 Firstly, The names and residences and post office ad- dresses of the directors, secretary, and treasurer of the com- pany ; Secondly, The amount of the capital of the company and the number of shares into which it is divided ; Thirdly, The number of shares taken from the commence- ment of the company up to the thirty-first day of December preceding the date of the summary ; Fourthly, The amount of stock (if any) issued free from call ; if none is so issued, this fact to be stated ; Fifthly, The amount issued subject to call ; Sixthly, The amount of calls made on each share ; Seventhly, The total amount of calls received ; Eighthly, The total amount of calls unpaid ; Ninthly, The total amount of shares forfeited ; Tenthly, The total amount of shares which have never been allotted or taken up ; Eleventhly, The total amount for which shareholders of the company are liable in respect of unpaid stock held by them ; Tiuelfthly, The said summary may also, after giving the information hereinbefore required, give in a concise form, such further information respecting the affairs of the com- pany, as the directors may consider expedient ; (3) Every company so long as it carries on the business of warehousing crude petroleum shall add the following ad- ditional particulars in the summary : — (a) The total quantity of crude petroleum actually held by the company for the purpose of answering transportation and warehouse receipts, accepted orders, and certificates of crude petroleum. (5) The total quantity of crude petroleum in respect of which the company as warehousemen or carriers are liable to make delivery to other persons. 4. The list and summary, and every duplicate thereof re- quired by this Act, shall be written or printed on only one side of the sheet or sheets of paper containing the same ; 34 JOINT STOCK companies' MANUAL. 5. The list aiul siuiunary sliall be verified by the atiidavit of the president and secretary, and if there are no such otfi- cei-s, or they, or either of them are or is at the proper time, out of this Province, or otherwise unable to make the same, by the affidavit of the president or secretary and one of the directors, or two of the directors, as the case may require ; and if the president or secretary does not make or join in the affidavit, tlie reason thereof shall be stated in the sub- stituted affidavit ; 6. One of the duplicate lists and summaries, with the affi- davit of verification, shall be posted in the head office of the company in Ontario, on or before the second day of Febru- ary ; and the company shall keep the same so posted, until another list and summary are posted under the ]>rovisions of this Act ; and the other duplicate list and summary, veri- fied as aforesaid, shall be deposited with the Provincial Secretary, on or liefore the eighth day of February next, after the time hereinbefore fixed for mukiiii,^ the .summary. 7. If a company makes default in i-omplyiuL,' with the pro- visions of this section, the company shall incur a penalty of twenty dollars for every day during which the default con- tinues, and eveiy director, manager or secretary of the com- pany, who knowingly and wilfully authorizes or jjermita such default, shall incur the like penalty. 8. This section .shall not apply to any company until the first day of Febiuary m^xt after the first thirty-first day of I>eceml>er, after the conii»aMy has bcm organized, or has g«jne into actual opeiation, whicln-vei- ^hall first happen, an<l shall not b<; held to ap|)ly to any comj^any which iiasceas('<l to carry on busineHs : and upon its being proved that any company U> which this Act a|»pli('s did not transjict any Vjusine.HH Cother than the paymiiit of taxes or the making of a return, or tlio furnishing of uny list, stjitement, or other information to the Oovermm nt of Ontario, or to any oflirer or d»-partm<-nt thereof; during tht^year for which it isallcgt.'d a return in acfoidain-e with the n^quirementsof law has not bff'ti inadf, -lUch rf)tiij»any shall In; deemed tn have ceased to cany on bu.sinesH within the meaniiig of this subsection. ORGANIZATION AND MANAGEMENT. 35 Blank forms of summaries, lists and affidavits are forwarded annual- ly to companies by the Secretary's Department in ample time for mak- ing the return. The sheets should be fastened with a clip, or pin, not gu°mmed together. Chapter 180, provides that no action for default in making return shall be maintained after receipt of return by proper officer, and also limits the amount of the penalty that may be recovered for default. CHAPTER III. STOCK, CAl LS, ETC. 1. NATfRE OF Stock. j 7. Li ability of Execvtors. 2. Allotment OK .Stock. | 8. Rights of Execltohs. 3. Creai ion of Preference Stock. 1>. Calls. 4. Sale AM) Transfer ok Stock. 10. Action for Calls. .I. Liability of Cumtany in respect 11. Forfeiture of Shares. OF Trusts. 12. Dividends. G. LiABiLiTT of Shareholders on | Stock. 1.— NATURE OK STOCK. 11. The .stock of the company shall be deemed personal estate, and shall be transferable in .such manner only, and subject to all such conditions and restrictions as by this Act, or by the letters patent, or by-laws of the company may be prescriljed. 2. — ALLOTMENT OF STOCK. VZ. If the letters patent make no other definite provi- sion, the stock of the company, so far a« it is not allotted thereby, shall Ite allotte<l when and as the directors by by- law or otherwi.stj orilain. lit .\'o iiy-law for the allotment or .sale of stock at any greater discount or at any less premium than what has iteen previously authorized at a general meetinj,', or for tlie pay- ment of the presi<lent or any director, shall bo valid or actt;d upon until the same has bben confirnKMl at a griieral meetinj^. 3 — (MCEATION OF rKLFKUENCK STOCK. iM '{'he directors of any company incorporated uiirltr this A(;t or any other general Act of tiiis proviiicc, for the incorporation of fompanies by letters patent, may make a by-law for cif-ating and issuing any partof thn capital stock as pref»,Tf'n''c stuck', giving tin- s;niic such jircfcii'tictr and STOCKS, CALLS, ETC. "37 priority, as respects dividends and otherwise, over ordinary stock, as may be declared by the by-law ; (2) The by-law may provide that the holders of such preference shares shall have the right to select a certain stated proportion of the board of directors, or may give them such other control over the affairs of the company as may be considered expedient ; (3) No such by-law shall have any force or effect what- ever until after it has been unanimously sanctioned by the vote of the shareholders, present in person or by proxy at a general meeting of the company duly called for considering the same, or unanimously sanctioned in writing by the shareholders of the company ; (4) Holders of such preference stock shall be shareholders within the meaning of this Act, and shall in all respects possess the rights and be subject to the liabilities of share- holders within the meaning of this Act, provided, however, that in respect of dividends and otherwise they shall, as acrainst the original or ordinary shareholders, be entitled to the preference given by any by-law as aforesaid ; (5) Nothing in this section shall affect or impair the rights of creditors of any company. 4.— SALE AND TRANSFER OF STOCK. 48. No share shall be transferable until all previous calls thereon have been fully paid in, or until declared for- feited for non-payment of calls thereon. 51. The directors may refuse to allow the entry, into any such book ' of any transfer of stock whereon any call has been made which has not been paid in. 5ii. No transfer of stock, unless made by sale under execution, or under the order or judgment of some compet- ent court in that behalf, shall be valid for any purpose what- ever, save only as exhibiting the rights of the parties there- 1 The books here alluded to are those mentioned in Sec. 50, "pages 30, 31. 38 JOINT STOCK companies' MANUAL. to towards each other, and as rendering the transferee liable ad iyitei'im jointly and severally with the transferor to the company and its creditors, until entry thereof has been duly made in the books of the company. .'i.— LI.ABILITY OF COMPANY IN RESPECT OF TRUSTS. t58. The company shall not be bound to see to the exe- cution of any trust, whether express, implied or construc- tive, in respect of any share ; and the receipt of the share- hoMer in whose name the same stands in the books of the company, shall be a valid and binding discharge to the company for any dividend or nionc}' payable in respect of such share, whether or not notice of the trust has been given to the comf)any ; and the company shall not be bound to see to the application of the nioiu'v paid upon such re- ceipt. G. — LIAHII.ITV OF SHAltKIKU.DKRS ON ST(U'K. 01. Kach shareholder, until the whole amount of his stock has been paid up, shall be individually liable to the creditors of the company to an amount equal to that not paid up thereon, but shall not be liable to an action therefor by any creditor before an execution against the company has been returned unsatisfied in whole or in part ; and the amount due on such execution, but not beyond the amount so unpaid of his said stock, .shall be the amount recovcralile with costs against Kui:h shareholder. 2. Any .shareholder may plead by way of defence, in whole or in part, any set-otl" which he could set up against tiie com- pany, except a claim foi- unpaid divi<lends, or a .salary, or allowance a.H a president or director of thr eom|)!iiiy. fl^. 'I'he shareholders of the company .shall not as such \m lield responsil»l<! for any act, <lefault, or liability whatso- ever of the company, or for any engagement, claim, payment, los-s, injury, transnetion, matter or thing whatsoever, relat- ing U) or eormeeted with the comjiaiiy, lieyond the unpaifl Riiiount of tlifir ii-^|i<ctivo shari's in the caj»iUil stock theicof. STOCKS, CALLS, ETC. 39 7. — LIABILITY OF EXECUTORS, ETC. 63. No person holding stock in the company as executor administrator, guardian or trustee, shall be personally sub- ject to liability as a shareholder, but the estates and funds in the hands of such person shall be liable in like manner, and to the same extent as the testator or intestate, or the minor, ward, or person interested in the trust fund would be, if living and competent to act, and holding such stock in his own name. 64. No person holding stock as collateral security shall be personally subject to liability as a shareholder, but the person pledging such stock as such collateral security shall be considered as holding the same, and shall be liable as a shareholder in respect thereof. 8. — RIGHTS OF EXECUTORS, ETC. 65. Every executor, administrator, guardian, or trustee shall represent the stock in his hands, at all meetings of the company, and may vote accordingly as a shareholder ; and every person who ])ledges his stock may nevertheless repre- sent the same at all such meetings, and may vote accord- ingly as a shareholder. 9. — CALLS. 44. The directors of the company may call in and demand from the shareholders thereof, respectively, all sums of money by them subscribed, at such times and places, and in such payments or instalments, as the letters patent, or this Act, or the By-laws of the company require or allow ; and inter- est shall accrue and fall due at the legal rate for the time being upon the amount of any unpaid call, from the day appointed for payment of such call. 45. Not less than ten per centum upon the allotted stock of the company shall, by means of one or more calls, be called in and made payable within one year from the incorpora- 40 JOINT STOCK C'UMFANllis' MANUAL. tion of the company ; the residue, when and as the By-laws of the company direct. 10. — ACTION FOR CALLS. 40. The company may enforce payment of all call.< and interest thereon, by action in any court of competent juris- diction ; and in such action it shall not be necessary to set forth the special matter, but it shall be sufficient to state that the defentlant is a holder of one share or more, statinj.; the number of shares, and is indebted in the sum of money to which the calls in arrear amount, in respect of one call or more upon one .share or more, stating the number of calls and the amount of each, whereby an action has accrued to the company under this Act ; and a certificate under the seal, and jiurporting to be signed by any officer of the company, to the ertect tliat the defendant is a shareholder, that such call or calls has oi- have been made, and that so much is due by him and unpaid thereon, shall be received in all Courts as 'priraa facie evidence to that effect. 11. — FORFEITURK oF SHARKS. 47 If, after such demand or notice as by the letters patent uv Jiy-laws of tl»e company is pre-cribed, any call madi; upon any share or shares is not jmid witliin such time as by such letters ])atent or By-laws may lif limitrd in tluit Itehalf, the directors in their discretien, by vote to that effrct, reciting the facts, uiid duly recorded in their minutes, may summarily loif'eit any shares whereon such payineMt is not made; and the same thereupon shall liecome the property of the company, ami may be disposed of as liy By-law or otherwise the conjpany may ordain. 12. I)I\ IDL.NDS. 4»(>. — The directors of the company shall not decline or pay any dividend when the company is insolvent, or any STOCK, CALLS, ETC. 41 dividend, the payment of which renders the company insol- vent, or diminishes the capital stock thereof, but if any director present when such dividend is declared, forth- with, or if any director, then absent, within twenty-four hours after he has become aware thereof and able so to do, enters on the minutes of the Board of Directors his protest against the same, and within eight days thereafter causes such protest to be published in at least one newspaper pub- lished at or as near as may be possible to the oflSce or chief place of business of the company, such Director may thereby, and not otherwise, exonerate himself from liability. This section is for the protection of the creditors of the company. " The rule with regard to the rights of creditors in this respect was well stated in a case in the United States Supreme Court, in which it was said that the property of a corporation is regarded as held in trust for the payment of its debts, and creditors may pursue it into the hands of all persons, except those of bona fide purchasers ; nor will a sale of the capital stock and a division of the proceeds among the stock- holders defeat the rights of creditors, but such stockholders may be compelled to contribute pro rata to the payment of the corporate debts out of the moneys so received. " The term ' dividend ' really means and refers to that which is to be divided among the shareholders, and that only which properly be- longs to and can be divided among the shareholders is the fund created by the net profits of the company. It is for this and this only they have invested in its shares, and if, contrary to their expectations, there are no profits, then they must wait until there are ; or if there is no reasonable expectation of there being any, then the company should be wound up, and after the creditors have all been paid, they may divide the surplus assets among themselves. But having induced and obtained credit on the strength of the capital fund which they have contributed, it would be manifestly unjust to allow them to withdraw such capital or any part thereof, either by the name of dividends or any other name, as soon as they see that their expectations are not likely to be realized. " The guaranteeing of a dividend by a company means nothing more than a pledge upon the funds applicable to the purposes of a dividend ; and if in any case it appear that the dividend has not been earned, the holders of stock upon which a dividend is guaranteed cannot recover in a suit to inforce payment of such dividend. As long as the com- pany is earning sufficient to pay a satisfactory dividend, there is no C 42 JOINT STOCK companies' MANUAL. temptation to draw upon the capital for that purpose ; but as soon as it falls below that, the interest of all, but especially of the large share- holders, creates a strong temptation to pay bogus profits out of capital in order to maintain the credit of the company and the price of its shares. And it is this temptation, clearly, which has caused the Legis- lature to remove the (juestiou out of the domain of company regula- tion, and, by one short provision, make every payment of dividends out of any thing but the actual profits of the company illegal. The capital then belongs to and is the proper pledge of the creditors of the company, and the net profits only are all that the shareholder can claim until the company is wound up."^ 1 Stephens. CHAP ItR IV. MISCELLANEOUS PROVISIONS. 9. SoBsisTiNO Companies may obtain Charter with extexded pow- ers. 10. Appointment of Companies to ACT AS Trustees, &c. 11. Letters Patent for certain pur- poses may be GR\NTEn TO COM- PANIES incorporated under Special Acts. 12. Winding up Acts to Apply. 1. Contracts, &c., when Binding on Company. 2. Company not to buy Stock in other Corporations. 3. Loans to Shareholders. 4. Liability of Directors for Wages. 5. Actions by and against Company. 6. Forfeiture of Charter. 7. Fees. 8. Provincial Secretary's Depart- ment charged with the issue of Letters Patent, &c., &c. 1. — CONTRACTS, ETC., WHEN BINDING ON COMPANY. 59. Every contract, agreement, engagement or bargain made, and every bill of exchange drawn, accepted or en- dorsed, and every promissory note or cheque made, drawn, or endorsed on behalf of the company by any agent, officer, or servant of the company in general accordance with his powers, as such under the by-laws of the company, shall be binding upon the company ; and in no case shall it be necessary to have the seal of the company affixed to any such contract, agreement, engagement, bargain, bill of ex- change, promissory note or cheque, or to prove that the same was made, drawn, accepted or endorsed, as the case may be, in pursuance of any by-law, or special vote or order ; nor shall the party so acting as agent, officer or servant of the company, be thereby subjected iudividuall}^ to any liability whatsoever to any third party therefor. 2. Nothing in this Act shall be construed to authorize the company to issue any note payable to the bearer thereof, or an}^ promissory note intended to be circulated as money, or as the note of a bank, or to engage in the business of bank- ing: or insurance. 44 JOINT STOCK companies' MANUAL. 2. — COMPANY NOT TO BUY STOCK IN OTHEK CORPORATIONS. 60. ^«o company shall ust- any of its tuiuls in the pur- chase of stock in any other corporation, unless expressly authorized by by-law confirmed at a general meeting. 3. — LOANS TO SHAREHOLDERS. 67. No loan shall be made l)y the company to any share- holder, and if such is made, all directors and other otticers of the company making the same, or in anywise assenting thereto, shall be jointly and severally liable to the company for the amount thereof, and also to third parties, to the ex- tent of such loan with legal interest, for all debts of the company contracted from ihe time of the making of the loan to that of the repayment thereof : But this section shall not apply to a building .society, or to a company incorporated for the lending of money. 4. — LIABILITY OF DIUKCTORS FOR WAGES. 68. The directors of the company shall be jointly and severally liable to the labourers, servants and apprentices thereof, for all debts not exceeding one year's wages due for services performed for the company while they are such directors respectively; but no director shall be lial)lo to an action therefor, unless the company has b(!cn suod therefor within one year after the debt became due, nor yet unless hiuch director is sued therefor within one yr.ir from ihc lime when he ceased to be such diiccLor, ntjr }'et lielore an execu- tion against the company has been returned unsatistied in wliole or in part; and the amount due on such execution .shall be the amount ifcoverablc with costs against the directors. 5. — ACTKJNS liY AM> AfiAI.NST roMl'ANY. 6!>.— In an action or other jiroceeding, it .shall not he re- «iuisite to set fortli the modi; of incorporation of the com- iiany. otherwise than by mention <jf it, ntxier its corporate name, as incorjtotatid by viittn- of Ictli is j)at('nf, or of let- MISCELLANEOUS PROVISIONS. 45 ters patent and supplementary letters patent, as the case may be, under this Act ; and the letters patent or supple- mentary letters patent themselves, or any exemplification or copy thereof, under the Great Seal, shall be conclusive proof of every matter and thing therein set forth. 6. — FORFEITURE OF CHARTER. 70. — The charter of the company shall be forfeited by non-user during three consecutive years at any one time, or if the company does not go into actual operation within three years after it is granted ; and no declaration of such forfei- ture by any Act of the Legislature shall be deemed an infringement of such charter. 7. — FEES. 71. — The Lieutenant-Governor in Council may from time to time establish, alter, and regulate the tariff of the fees to be paid on applications under this Act ; may designate the Department or Departments through v(rhich the issue of letters patent or supplementary letters shall be made ; and may prescribe the forms of proceeding and record in respect thereof, and all other matters requisite for carrying out the objects of this Act. 2. Such fees may be made to vary in amount, under any rule or rifles — as to nature of company, amount of capital, and otherwise — that may he deemed expedient. 3. No steps shall be taken in any Department towards the issue of any letters patent or supplementary letters patent under this Act, until after all fees therefor have been duly paid. The following is a schedule of the fees payable upon the issue of charters : — ^ For charter when proposed capital is §200, 000 or upwards $60 00 When it is ^100,000, but is less than $200,000 50 00 When it is $50,000, but is leas than $100,000 40 00 When it is less than $50,000, but more than $3,000 30 00 I Vide Orders in Council, dated 2nd June, 1874, 16th Sept., 1874, and J 6th March, 1877. 46 JOINT STOCK companies' MANUAL. When it is S3,(,KX), or less SIO 00 When the Charter is for an Educational Institution 10 00 Upon Supplementary Letters Patent fur (a) iticreasing or (b) decreas- ing tfie capital stock of a Company ; (c) siibdiculimj its shares ; (d) extend- itig its powers ; (e) limiting or increasing the amutmt it mag borrowiipon its debentures, or otherwise ; (/) providing for the formation of a reserve fund ; (g) rarying any provision, or (h) providing for any matter or thing in respect of ichich provisioii might have been, made by the original letters patent, if the capital of the Company is 'S->,000 or less, and is not in- creasid, the fee is ^5. If the capital of the Company is mure than $3,000, a fee of $^5 is charged, unless the capital stuck of the Company is in- creased, uhen the same fee is payable as wuuld be charged if the Company vas being incorporate, but only uith reference to the increased capital. The fee to be paid by a company, whose capital is over $S/JOO, for the iS'o/ice in the *' Gazette," required by sec. 5 of cap. 17S R. S. 0., respect- ing the changi)ig of the names of companies, is $I~ ; if the capital is $3,000 or less, So. 8. — rnoviNCiAL secrctauy's department, charged WITH ISSUE OF LETTERS PATENT, ETC., ETC. The Provincial Secretary's Department is doaignatod hy Order in Council under section 71, a< the Department throui^li which tlio issue of letters patent sliall take place. 9. — SURSISTING COMl'ANlhS .MAY UliTAlN CllAKTKlMVl 111 K.\- TENDED POWERS. 7*2. .\nv coiiipiuiy iiicurporatcil i'oi' ]»ui|M)se.s or ohjects within the .scojx- of tliis Ad, or w iiliiii the scope of tliiH Act as it may ho heieatter aiiifmlL'd. whetlier under a Sj)ecial or a Geneial Act, and hein;^ at the time of its api»lication a 8uh.Hi.sting and valid ccjrporation, may apply for letters pat- ent under thin Act ; and the Lieutenant-( Jovernor in ( 'ouncil, upon jjioof that the notice (jf the a|iplication has hcen in- Herted for four weeks in the (Jntario Gazette, inuy ilirect the Ihmuo of letters patent incorporating the sliaieholders of the naid company as a company iin(hi- tliis Act, and tlicre- \i\tou all tlie ri;.,'hts or ol.li^^fations cd' tin- former company shall he transferred to flie new company, and all proceed- in;4s may l>e continm-d an<l e<iitimenceil hy oi aijainst the new company, that mi;,dit have heen continued or com- menced hy or against the old cf^nipany, and it shall not Ik; MISCELLANEOUS PROVISIONS. 47 necessary in any such letters patent to set out the names of the shareholders ; and after the issue of the letters patent, the company shall be governed in all respects by the pro- visions of this Act, except that the liability of the share- holders to creditors of the old company shall remain as at the time of the issue of the letters patent. (2) Where a company is re-incorporated under the pre- ceding sub-section the Lieutenant-Governor may, by the letters patent, increase the capital stock of the company to any amount which the shareholders of the company ap- plying for re-incorporation may, by a resolution passed by a vote of not less than two-thirds in value of those present in person or by proxy at a general meeting of the company duly called for considering the same, have declared to be requisite for the due carrying out of the objects of the com- pany. (3) The resolution may prescribe the manner in which the new stock is to be allotted ; and in default of its so doing, the control of the allotment shall vest absolutely in the directors of the new company. 7li. Where an existing company applies for the issue of letters patent under the provisions of the preceding section the Lieutenant-Governor may by the letters patent extend the powers of the company to such other objects within the scope of this Act as the applicants desire, and as the Lieu- tenant-Governor thinks fit to include in the letters patent and may by the said letters patent name the first directors of the new company, and the letters patent may be to the new company by the name of the old company or by any other name. 10. — APPOINTMENT OF COMPANIES TO ACT AS TRUSTEES, ETC. 74:. — (1) Where a company incorporated under a special Act or under this Act is authorized to execute the office of executor, administrator, trustee, receiver, assignee, guardian of a minor, or committee of a lunatic, then in case the Lieu- tenant-Governor in Council shall approve of such company 48 JOINT STOCK companies' MANUAL. being accepted by the High L'oin t as a Trusts Company for the purposes of such court, the said court, or any judge thereof, and every other court or judge having authority to appoint such an othcer, may, with the consent of the company, appoint such company to exercise any of the said othces in respect of any estate, or person, under the author- ity of such court or judge, or may grant to such company probate of any will in which such company is named an executor ; but no company which has issued, or has author- ity to issue, debentures shall be approved as aforesaid. (2) Notwithstanding any rule of practice, or any provi- sion of any Act retpiiring security, it shall not be necessary for the said company to give any security for the due per- formance of its duty as such executor, administrator, trus- tee, receiver, assignee, guardian or committee, unless other- wise ordered. (3) The Lieutenant-Governor in Council may revoke the approval given under this section, and no court, or judge, after notice of such revocation, shall appoint any such com- pany to be an administrator, trustee, receiver, assignee, guardian or committee, unless such company gives the like security for the due performance of its duty as would be re(|uiied fr(jm a j)rivate person. 7Si. Tin; liahility of the company to persons interested in an estate held by the said company as executor, admin- istrator, trustee, receiver, assignee, guardian or committee as aforesaid, shall be the same as if the estate had l»een held by any private person in such capacities respectively, and its jH^wers sliall l>e the same. 7<». 1) Tlie lli;:li < 'oiirt, if it dcctiis necfssarv, niay from time to time iij)poiiit a suital)l(! perstjii to investigate the aMiiirs and ujunagement of the ccniipany, wIkj shall report thereon to the court, and regarding the security atforiJed it) those l»y or for whom its en;,'iigem<'iits are held, ami tlie ex|)ense of such investigations sitall l»e defrayed by the company; or the court may, if it deems nece.s.sary, ex- MISCELLANEOUS PROVISIONS. 49 amine the officers or directors of the company under oath as to the security aforesaid. (2) The Lieutenant-Governor may also from time to time, when he deems it expedient, appoint an inspector to exam- ine the affairs of the company and report to him on the security afforded to those by and for whom its engagements are held as aforesaid ; and the expense of the investigation shall be borne by the company. 77. — (1) Every Court into which money is paid by par- ties, or is brought by order or judgment, may by order di- rect the same to be deposited with any such company that may agree to accept the same, and the company may pay any lawful rate of interest on such moneys as may be agreed upon, and when no special arrangement is made, interest shall be allowed by the company at the rate of not less than three per centum annually. (2) Every such company may invest any trust moneys in its hands in any securities in which private trustees may by law invest trust moneys, and may also invest such moneys (a) in the public stock funds or Government securities of any of the Provinces of the Dominion, or in any securities guaranteed by the United Kingdom of Great Britain and Ireland, or by the Dominion, or by any of the said Provinces ; (b) or in the bonds or debentures of any municipal corpora- tion in any of the said Provinces. Provided that such company shall not in any case invest the moneys of any trust in securities prohibited by the trust, and shall not invest moneys entrusted to it by any Court in a class of securities disapproved of by the Court. 11. — LETTERS PATENT FOR CERTAIN PURPOSES MAY BE GRANTED TO COMPANIES INCORPORATED UNDER SPECIAL ACTS. 78. — (1) Where any company has been incorporated by a special Act, before the 10th day of March, 1882, for pur- poses or objects within the scope of this Act, then, in case a resolution authorizing an application to the Lieuten- 50 JOINT STOCK COMPANIKS' MANUAL. ant-Governor therefor is passed by a vote of not less than two-thirds in value of the shareholders present, in person or by proxy, at a general meeting of the company, duly called for considering the subject of such resolution, the Lieutenant- Governor in Council may from time to time direct the issue of lettei-s patent to the company, eml tracing any or all of the following matters : {a) Extending the powers of the company to any objects within the scoi)e of this Act, which the company may desire ; (6) Limiting or increasing the amount which the com- pany may borrow upon debentures or otherwise ; (c) Providing for the formation of a reserve fund ; {d) Varying any provision contained in the special Act, so long as the alteration is not contrary to the pro- visions of this Act ; (e) Making provision for any othrr matter or thing in respet-t of wliich |irovisiou might have been made had the company been incorpoiated under this Act ; ('2) No power to execute the othce (jf exectitor, adminis- trator, trustee, receiver, assignee, guardian of a minor, or committee of a lunatic, shall be conferred under this section upon any company which has authority to issue debentures; and no comj)any incorporated under this Act, with power to execute such oftico, shall issue ileljentuies. 12. — WINI>IN(; \\' A< rsrn AI'l'l.V. 79. The company shall In' subject to the provisions of any Act of the Legislature for (In- winding up ol" .loint St(»ck ^.'oMipanii's. SCllKlirLK" A." (St'xiion I ;{ Ndllf h. OF (;11ANIINU I,KriKllS TATKNT. I'ublic notice is h'lfl.y given, that lUi'liT " 'Jlif Oiihirlo Joint Stock CompiinieH LeiterH J'uh'nl Act," letters patent MISCELLANEOUS PROVISIONS, 51 have been issued under the Great Seal of the Province of Ontaiio, bearing date the day of incorporating [here state names, address a.nd callinf/,of each corporator named in the letters j^ci^^nt], for the purpose of [here state the un- dertaking of the company, as set forth in the letters iia- tent\ by the name of [Jtere state the name of the company in the letters patent], with a total capital stock of dollars, divided into shares of dollars each. Dated at the office of the Provincial Secretary of Ontario, the dav of A.B., Provincial Secretary. SCHEDULE " B." (Section 23.) NOTICE OF GRANTING SUPPLEMENTARY LETTERS PATENT. Public notice is hereby given, that under " The Ontario Joint Stock Companies' Letters Patent Act," supplementary letters patent have been this day issued under the Great Seal of the Province of Ontario, bearing date the day whereby the total capital stock of [here state the name of the company] is increased [or decreased, o^s' the case may be'] from dollars to dollars [or whereby the capital stock of the company of shares of dollars each, is sub-divided into shares of dollars each.] Dated at the office of the Provincial Secretary of Ontario, this day of A.B., Provincial Secretary. CHAPTER V. GENERAL INFORMATION. 1. ("'ONCERNiNi; Directors. | 4. Al'diting. •J. Pkice of Sharks. I n. Volcheh.s. 3. Conversion of a Private Bisi- i i). Dities of an Aiditor. NESS, OR PaRT.VERSHIP, INTO A 7. tiENKRAI, l^EMARKS. Joint Stock Com PAN V. ! 1. COXCERNINc; DIRECTORS.' Can a man holding a plurality of responsible ottices eon- Hcientiously discharge the proper duties devolving upon him from each position of trust, or does he nominally pretend to do so i This cjuestion was asked a few days since by a shareholder, and doubtless, many others of the same class have often reflected upon the important matter, dismissing their conclusions with a shudder and a hope. It is not uncommon to find one man conducting a large and legitimate business of his own, connected as a director with two, three and more public companies where large financial interests demand careful watching and management in every detail. With the promoters of large financial antl commercial companies the (picstions of ability and moral rrsponsibility are lujt as a ruh; discu.s,s(Ml so far as legaids the directorate. I'ar more important is it that they shall j)lace the company under the Nhadow «»f great names. Men of influence, stand- ing and fortunr are secured, often irrespective of age and ability. In Ilngbiiid the ac(|uisition of one or two titles is usually a desid«!ratum in floating a new concern. The Earl of This jirifl tlie Mar(|uis of That permit tlie use of their names, and become the cliief guinea-pigs in the cage of directors. ( )f courno very f»!W of this class of directors ever pretend to look into tin; business — fhev ai«' content to meet ' Th'-M- r»Timrl<» ' 'iiiiiTiiitijf Itirnctorn ami t)i<-ir iliitirii, which rc<-«'iilly ap- prvi><l ill a 'I'ororit'i ii<wii|iai>«T, iir<' no portinrnt that I ipiote tlirm Iiere. GENERAL INFORMATION. 53 once a week or so, chat over a small luncheon, pocket a trifling fee, and overlook the books entirely. They are the much-abused figure-heads. There is the same class of use- less directors in certain Canadian companies, handling and managinrr large financial affairs. A man may be successful and clever in a business to which he has been applying himself for years ; but it does not fol- low that he will be equally useful or fortunate in helping to conduct another of which he knows nothing. There is another danger in men holding offices in several companies formed for financial business. It is possible by collusion for directors to accommodate one another or the in- stitutions they direct, and a loophole for fraud is left open which should not be forgotten in these days of commercial jugglery. Shareholders should, therefore, discountenance such an anomaly if they wish their savings to descend to their ofi- spring, as the greed for prominence, more particularly when pay is attached to it, beclouds too frequently the sense of honor which ought to influence the conduct of men holding trust positions, and as to whom the illustrious Burke once declared that " Those loho execute public pecuniary trusts ought of all men to be the most strictly held to their duty." 2. PRICE OF SHARES.^ Whether a company's shares are being sold at par, that is the full value, at a premium, or at a discount, they are always at par in the company's books, and on the par value the di- vidend is paid. The first issue of shares at the inception of a company will always be at par; subsequent issues may be offered at a premium if the old stock is above par in the market. After the stock authorized by the charter has been taken by subscribers, a company's shares are no longer with- in its own control. It has none to sell, and their real value will be the investing public's estimation of them, based upon the efficiency of the company's management, the past earn- iJohnson's " Joint Stock Bookkeeping." -,^ JOINT STOCK COMPANIES MANUAL. ings, ami an estimate of its powers in that direction in the future. If you desire to buy stock in a company whose shares liave all been taken up, you must tind some holder willing to sell, either by your own seeking or the employ- ment of a stock broker. What you pay for y(.ur shares is a private bargain between yourself and the holder, with which the company cannot interfere. If the company whose shares vou buy is a large and important concern, like a loan com- pany or a bank, the stock will be quoted on the Stock Ex- chan«e, and you will be guided in your purchase by the latest quotations. 3. CONVERSION OF A PRIVATE MUSINESS OR PARTNERSHIP INTO A .JOINT STOCK COMPANY ' In CJreat Britain within the last twenty-five years, and latterly to some extent in Canada and the United States, the conversion of private partnerships into joint stock companies has become very general. In all branches of cfimmerce you will observe such signs as " John Arnott &: Co. fLimited)," and on making incpiiry regarding the change it will generally be f(jtind that it was etiected at the death of sfjme of the original partners, whose interest in the con- cern has been inherited by a number of heirs who desire to retain the interest in the business, but Uvke no part in its management, nor incur any responsihility for its liabilities. An old-established firm that ndght otherwise cease to exist, for death dissolves a partnership, is thus preserved, the nuin- agemcnt rmiains undisturbed ; the shares are in the hands of tin- faniili«'s <»f the original ]>artners, who, without risk or anxiety, enjoy the fruits of tin- labors of those whose heirs they are. When any of these desire to sell their shares they have simply to lind a purcluiser at will. It has latterly be- come quite common for niainifacturers in the Dominion to convert their concenw into joint stock rom|iunies ; the ob- ject Using to extend their trade by the introduction of new capital, which could not be obtained on the ordiiuiry part- I Johii«oM'« " Joint HU.ik Hii.ikl<.-p|.iii«. " GENERAL INFORMATION. 55 nership, or special partnership, principle, but only on that of limited liability. The former owner will take the price of the property in paid up stock. 4. AUDITING.^ In a treatise for Joint Stock Companies, it is not inappro- priate that somethinor should be said, and a few hints given, on the important and too often inefficiently performed work of auditing. To audit, is to thoroughly examine and report upon the work of an accountant. The value of an audit rests solely upon the competence, honesty and independence of the in- dividuals who make it. If they are not thorough accountants, it is unreasonable to expect that they will be able to detect accidentally or wilfully false entries, or form an intelligent opinion of the vrork they have undertaken ; hence a report under such circumstances is the very opposite of the security desired, and which an audit by competent men would afford to a company or corporation. That auditors should be men of established character for probity it is unnecessary to point out, and that the reliance to be placed upon the work they perform is largely reckoned by their independence and their being uninfluenced by in- terested parties, is generally plain. We argue, therefore, that companies or corporations are equally bound to employ competent accountants who possess the moral qualities in- dicated, as audil ors, as they are to employ only such to keep their books. Auditors for Joint Stock Companies are appointed by the shareholders at the annual general meeting. The reason why the shareholders and not the directors should make the appointments is very plain. The officers of the company are largely controlled by the directors, and the audit being so far as this connection goes, an examination of the faith- fulness, to the shareholders, of both the officers and directors, 1 Johnson's " Joint Stock Bookkeeping." 56 JOINT STOCK companies' MANUAL. it is necessary tliat the sliareholders themselves should ap- point the auditors. Tlie duty of auditors is laid down in the company's By-Laws.^ From them we quote : " One or more auditors shall be appointed annually by the shareholders at the annual j^eneral meeting, whose duty it shall be to examine and audit the books and accounts of the company, and any and all documents having reference to the business of the company, and prepare from the company's books a balance sheet and aVistract of the company's affairs, to be submitted to the directore on the last Monday in January, accompanied ])y any recommendations or suggestions they may deem j>roper." The auditor, upon being duly ajipointed, should at once begin their duties, as a long delayed audit is far less ettective than a prompt one, particularly if only one audit takes place in the year. The proper manner of conducting an audit is to begin at the books of original entry, at the .same time using auxiliary books and examining vouchers. The Cash J>ook might be gone through for the first nmnth and compared with the vouchers : then the Day ]V)ok and .Journal cntiies <"or the same time should be compared, those of the l)ay J^ook l»eing verified (as well a.s those in the Ca.sh Book) from vouchers, documents, au.xiliary books, <lrafts, notes, etc., etc., and pro- ceed in this way from month to month with the books of original entry, checking each tran.sactiou thus /, and as the work progresses making such memoranda, on which to 1>ase the report, as may be dcemorl pro])cr. N(;.\t the Ledger entries sliould b(! comjtaj'efj and cai-efiiiiy checked with the books from whicli thcv arc lirought, and all aiMit ions \cii- fied. 'i'he Trial l»alanci; slioiild be then c\ami!ie<|, and after that Ihe Stock Ledger, the Transfer Hook, the stubs in the Instalment Script and Stock (Jurtificatf? Hooks, and any other nuxiliaiy books, or forms not already gone thron^di in con- nection with tl e (Jash liook and .Jrurnaj. j''inally a balance sheet Mliowing the company's Ioshch and gains and its assets ' Se«' Kyl.aw», mfm. GENERAL INFORMATION. 57 and liabilities should be made out, and a report prepared, for submission to the directors. 5. VOUCHERS. To be acceptable to an auditor a voucher should not only be an acknowledgment of money paid, but there should be the proper authority for the payment, which is usually the vote of the Directors. A cheque payable to order and en- dorsed by the payee is evidence of payment to him, or a written receipt is evidence of payment ; but neither of these should suffice an auditor unless he has seen the proper record of the authorization. Auditors should place their initials upon all vouchers and papers submitted to them. This will prevent a dishonest man from using them again. 6. THE DUTIES OF AN AUDITOR.^ Public attention has of late been sharply drawn to the du- ties of persons entrusted with the care and management of the funds of shareholders, and we believe with beneficial eflfect. But of equal and weighty responsibility are the du- ties of official auditors. In England the extent of that responsibility has quite recently been discussed, and as one result the auditor of a building society has been made a de- fendant and held liable, in an action by a liquidator, for breach of duty. The position in law of an auditor is that of agent of the shareholders of a company, or of the beneficiar- ies of a trust. It is his duty, not merely to compare vouch- ers with alleged payments and certify that the books are correct, but to scrutinize and investigate every account, re- ceipt and payment on behalf of his clients. He stands be- tween the owners of the money and the disbursers of it, and he should, with careful thoroughness, examine as well as audit the manner and the purposes for which the owners' moneys have been paid and disbursed. He is also bound to investigate and satisfy himself of the actual and tangible existence of the securities which the directors and officers hold for the shareholders or beneficiaries ; and to require ^ Toronto Mail, oS JOINT STOCK companies' MANUAL. satisfactory evidence that they are actually of the value a.ssigne<l to them in the statement of assets set forth in the balance sheet. An auditor who desires to do his duty eth- ciently, and according to law, must always remember that liis functions are t^uasi-judicial ; that he is invested, on be- half of shareholders and beneficiaries, with a portion of the trusts and responsibilities which are reposed in judges who have to decide questions of fact on the truth of the evidence produced before them. In the Entjdish case referred to, cited in the law reports as the Leeds Estate, Building and Investment Company v. Sheppard, the defendant-auditor contended that his only duty was to see that the balance sheet represented and was a true result of what appeared in the books of the company ; that behind the books he could not go, and that when he found in the books that debts were due to the company, all he could or was bound to do, was to ask the directoi"s and manager whether they were good debts. These ideas of the duty of an auditor were very emphatically condemned by the court; and tlie auditor who i)ropounded them was a<l- judged to be financially responsible to the creditoi*s of the com])any for his misinterpi'etation of the law, and ftn* his conse<juent neglect to pciform the duties he hail undertaken; the learned judge stating in liis finding : " It appears frcm Ids own evidence that the duties of the auditor were not in reality discharged by him." In giviiigjudgment the learned judge thus defined the <luties of the auditor of a company : " It waB in my o|iiiiiiin Uir duty of thu uuditdr not to cuntiiiu him- Helf inoroly to the task <jf vurifyint,' thu aritliinoticiil iiccurncy of the balance shout, but to in((uiru iiit(» its BubHtiintiiil iiccuracy ; and to atcurtain tliat it contained thu particulars H]iuciliud inthoarticlus of the association, and consoifuuntly a proper income and expondituro ac- count, and was properly drawn up, so as to contiiin a true and correct representation of tluj Htiite of thu conipany'n atiViirH.' The <'JLSc is uiw which is fidl of iiistiuctioii and warning to person.s whose duty it is to audit miinicip;il as well as com- pany and banking accountH, and wo trust our refcronco to it GENERAL INFORMATION. 59 will draw the attention of all concerned more sharply and pointedly to the functions and duty of auditors. 7. GENERAL RE3IARKS. Under the Great Seal Letters Patent are also issued for the incorporation of : — (a) Timber Slide Companies — under the Revised Statute, cap. 157 ; the Revised Statute, cap. 160. (6) Steam and Heating Companies or Companies for sup- plying electricity for the purposes of light, heat, or power — under the Revised Statute, cap. 157 ; the Revised Statute, cap. 165. (c) Cemetery Companies — under the Revised Statute, cap. 157 ; the Revised Statute, caps. 175 and 176. (d) Street Railway Companies — under the Revised Stat- utes, cap. 157, and 171. The folloiving fees are usually charged for talcing Affi- davits : — Notaries are entitled to $1. This includes Oath, Cer- tificate and Seal. If the Notary draws the affidavit, he can charge also for it. Commissioners are entitled to twenty cents, unless in cases where the Statute specially states that they are en- titled to twenty-five cents. This charge generally includes the preparing of the affidavit. Justices of the Peace are entitled to twenty-five cents. This includes the drawing up of the affidavit ; they are, how- ever, entitled to this amount even if they do not draw the affidavit. Seals may be obtained at a cost varying from $5 to $25, from any of the dealers or makers of such articles, whose advertisement appears in this work. They will gladly fur- nish designs and estimates, upon application being made to them. FOR :s I s . Note — The following Forma are drawn so as to actually represent all the steps taken in the formatiun of a company by the name of the Hamilton Stove Company, and also all matters which may arise sub- seqjent thereto. The Forms are to be changed to suit the circumstances in each case* but must be substantially as those given hereunder. FORM No. 1. PROSPECTUS OF THE HAMILTON STOVE COMPANY. Capital $200,0<MJ, in 4,(J<X) Shares of ^5U each. Provisional Directors : William John Thomas, Esq., Hamilton ; Thomas Taylor, Eh^, Hamilton ; and Thomas Briuht Taylor, Hamilton. Secretary : Thomas Taylor. Hankers : Thk Hank ok II wiii.ro.N. The Hamilton St<jvo Company in boing formed for thr purpoHe of carrying on the buainoss of manufacturing stoves of all descriptions. Owing to the largely incrt'auod demand for those articles, as com- jiared with any i)rL'viouB puriod, ami the facilities which this city atfords for thi-ir numufacture, a prolit of at k-iuit 'JO per cent, in anHUrivl. For this purpose the company prop<»Ho to erect on .Main street, in Hamilton, a building tuitable for carrying on itn business, the maxi- mum cont of niiid building to b« $I(I,<HMI, imd bo furnished with all the latent and mont important iini)roveinentn in use in this manufacture. In order to punh sales, it in proponed to eslabiinh agt-ncion in every county of the Province. A Charter to Vms applied for, and the Company FORMS. . 61 to commence business as soon as one-half of the proposed capital stock is subscribed. Tt is proposed to make calls upon the subscribers for stock as follows : 25 per cent, when the Charter is obtained ; 25 per cent, about one month thereafter, and the balance as the Directors may deem advisable. Application for Shares may be addressed in the following form, and accompanied by a deposit of 10 per cent., to the Secretary, at the Company's Office, No. 100 King street : To the Directors of the Hamilton Stove Company — Gentlemen, — Please allot me Two Hundred Shares in this Company, on account of which I have deposited the sum of ^1,000 to the account of the Company, at the Bank of Hamilton. Signature of Applicant. Hamilton, 188. FORM No. 2. The Hamilton Stove Company. Office No. 100 King street, Hamilton, lOlh January, 1887. Sir, — The Directors have this day allotted to you Two Hundred Shares in the above Company, in accordance with your application. Thomas Taylor, Secretary, 62 JOIST STOCK COMPANIES MANUAL. U (I) <; (I) ■<5 z'. sJ *j ."ti ra H £ =»- = ^ ,= e« c4 p a; - "t; ■£ "* s' -T >- C •*-i .~ DO -J2 »: 5 c^ '/: K-C ® • O ^ 'S :^^^ _>. i^ S^ 'o ■« o - - '- 5 2 ^. ^ ,1^ ■- "!i^ *» gi^l 00 1^ «~ 00 'c'^ ^^^ s a O ^ Eh >i 4= CO 5 = £ ^ J- I- a> to o o 5s 1—1 is « > c t5 I— c ;r c i* <u »i-l -1", o '■^ - c * ~ S c « 3 13 o > o o aylor, Est per cent. The Ilanii i>r liiui or 1 IC s S G ^- cc o c (1> i?2 H s it**; y C- j= ^ J 3 22 ~ « -»j spi J^, 1 *!H a rt ^ « «*-*"' r-r. 5 II < 7- u rt (J i >■ - u 1 o 6 >^< 0) rt c s ■A < C ^. m t2 et i B H TJ ^ T3 FORMS. 63 ji ^ ^ (I O & o ^ ^ O 00 o .yj a <sJ ce c ^ I— 1 1- Eb m <» KH <» &D » H o 3"^ .9. a >■> M ^ Ek o ^t o <^ CO 02 = 2 0) 5 >^ 02 as o > o O > y: ?^ < -o 0- 'O >-> «-; ^ O O ?- *>^ w -^ ;> c '-N H M ?^ ^ O SS 5>i ^ 5>l >=> s H "I O H m "fHs o cc-^ § S H re / ndr 'A q s e ^ O Shares amnel If 1^ ?^ ^ • 1— 1 ^ r-< J^ hJ s ^ ^ 'i ^ i-J g ^ ^ • 2 ^ C «. ^ '-0 S ^ 5 ■^i s == -^ 64 J(JINT STOCK COMPANIES MANUAL. FORM No. 5. NOTICE OF INTENTION TO APPLY FOR LETTERS PATENT. Public notice is hereby given that, within one month after the last publication hereof in the Ontariv G<i^.ette, the persons hereinafter mentioned will apply to His Honour the Lieutenant-Oovernor of On- tario in Council for the grant of a charter of incorporation by Letters Patent, under the provisions of " The Ontario Joint Stock Companies' Letters Patent Act." 1. That the nauie of the Company is to be THE HAMILTON STOVE COMPANY. 2. That the object for which incorporation is sought is the manufac- ture and sale of stoves. 3. That the operations of the said Company are to be carried on ii. the City of Hamilton, which is alscj to he its chief place of business. 4. That the amount of capital stock of the Company is to bo two hundred thousand dollars. 5. That the number of shares is to be fourthousand, and the amount of each share fifty dollars. ♦j. That the names in full, and the address and callim,' of each of the applicants, are as follows : William John Thomas, Foundryman ; Sam- uel Andrew Thomson, Machinist; Thonuia Taylor, Gentleman; Thomas Bright Taylor, Stove Manufacturer ; Henry Victor Taylor, Moulder, all of the City of Hamilton, in the County of Wentworth, and Province of Ontario ; and George Peter Sharpe, of the City of K<lini)uryh, in that part of the United Kingdom of Groat itritain and Ireland called Scotland, Capitalist. 7. That the said William John 'I'Ikmiuih, Thomas Taylor, and Thomas Bright Taylor, are to be thu lirat Directors of the Company. JOHN ROE, Solicilur for tlir Aiijilkanls. Fir<it inserted in (Ja.<U, , 7lli .Jiinuiiry, 1HH7. FORM No. O. AlllUAVir I'KoVi.NC I'l lilJCA'I'lo.N nV NdTICK IN GAZETTE , VKinKYIN(} PKTITKJN ; AND .\S To NAMK (»K COMPANY. In iiik mattku ok iIm) application of Pkovin. K c,K Ontakio, ^ William John Thoman and oth.-rs for County of W,.i,twurll.. incorporation by tin- ishue of Letters '" " ' Patent, ai* The HamiUon Stove Company. FORMS. 65 I, WilUara John Thomas, of the City of Hamilton, in the County of Wentworth, Foundryman, make oath and say :- 1. That I am one of the applicants herein. 2. That the allegations in the within petition contained are, to the best of my knowledge and belief, true in substance and in fact. 3. That the proposed corporate name of the said Company is not the name of any other known company incorporated or unincorporated, or liable to be unfairly confounded therewith, or otherwise on public grounds objectionable. *4. That notice of the intention of the applicants herein to apply for the grant of Letters Patent as aforesaid, was duly given in the four consecutive issues of the Ontario Gazette published on the 7th, 14th, 2l8tand 28th January, A.D. 1887. *5. That the clippini,' from the said The Ontario Gazette, attached to this my affidavit, and now shown to me marked A, is a true and cor- rect copy of the said notice given as aforesaid. Sworn before me at the City of Hamilton, \ in the County of Wentworth, this seven- / NV. J. Th'^'MAS. teenth day of February, A. D. 1887. ' John Roe, A Justice of the Peace, or a Cominissioner for tahinfj Affidavits {as the case may be). •Note.— If notice was not given, strike out paragraphs 4 and 5. FORM No. 7. PETITION FOR LETTERS PATENT. To THE HONOURABLK SiR ALEXANDER CaMPBELL, K.C.M.G., EtC, EtC. Lieutenant-Governor of the Province of Ontario in Council, The Petition of^ William John Thomas, Foundryman ; Samuel An- drew Thomson, Machinist ; Thomas Taylor, Gentleman : Thomas BrightTaylor, Stove Manufacturer; and Henry Victor Taylor, Moulder, all of the City of Hamilton, in the County of Wentworth, and Province of Ontario ; and George Peter Sharpe, of the City of Edinburgh, in that part of the Cnited Kingdom of Great Britain and Ireland called Scotland, Capitalist, humbly sheweth : 1. That your .Petitioners are desirous of obtaining bj' Letters Patent under the Great Seal, a Charter, under the provisions of the Revised iHere set out in full, Icgihhj icritten, the namcs,'residences, and fcfjal additions or occupations of the petitioners, who must be shareholders in the proposed Com- pany, and not less than f vein numbir. GG JOINT STOCK COMPAMKS MANl'AL. Statute of Ontario, Chapter l.">7, entitled " The Ontario Joint Stock Companies' Letters Patent Act,"' constituting your Petitioners and such others as may become shareholders in the Company thereby cre- ated, a body corporate and politic under the name of " The Hamilton S:ove Company. " 2. That your Petitioners, in accordance with the provisions of Sec- tion of the said Revised Statute, have given at least four consecutive weeks' notice- in the Ontario Oa:tt(f, of your Petitioners' intention to apply for Letters Patent as aforesaid. 3. That the object for which incorporation is sought by your Peti- tioners is to manufacture and sell stoves. 4. That the operations of the said Company are to be carried on at the said City of Hamilton, which is within the Province of Ontario. 5. That the chief place of business of the said Company is to be at the City of Hamilton aforesaid. (3. That the amount of the capital stock of the said Company is to be two hundred thousand dollars. 7. That the said stock is to be divided into four thousand shares of tifty dollars each. 8. That the said William .John Thomas, Thomas Taylor and Thomas Bright Taylor are to be the lirst Directors of the said Company.* '.}. That your Petitioners have taken the amount of stcjck set oppo- site their respective names as follows : PETITIf)XKRS. William .I.ilin Thomas 859,900 Samuel .Andn-w 'l'h<iiiiHon 100 Thomas Taylor C.O.OOO Thoinaw P>ri'.<ht Taylor r»!»,9()0 Henry Victor Taylor , 100 (»0'»rj^e Poter Slmrpe (liy hinat-, lorney H.-lnn \I.«..r.> 20,000 ♦Amount paid thereon. 8r),99o 10 (i.OOO Nothing. •J. (M)0 *How paid. In ca-sli. do. I5y tr'nsferof propert}-. do. In caiili. Vour PdtilioncrH therefore pray that your Uniiour may bo pleased by Ixjttvm I'atent under the (iruat Seal togranta Charter to your Poti- tionora, consiituling your Petitioners and such others aA may become shareholderti in the (Nxiipany tiiereby created, a body corporate and politic un<l))r the name and for the purpones and obji>cts aforesaid. FORMS. 67 And your Petitioners, as in duty bound, will ever pray. Si(jnatures of Witnesses. Sifjnatvres of Petitioners. A. F. LoBB, as to W. J. Thomas. A. F. LoBB, as to Thos. Taylor. A. F. LoBB, as to Thos, B. Tayloe. John G. Gibson, as to S. A. Thomson. John G. Gibson, as to H. V. Taylor. John G. GnssoN, as to G. P. Sharpe, By his Attorney, Herbert Mason. Dated at Toronto, this 15th day of February, 1887. ilf incorporation is sought under any other Act as well, its title should be interlined here as, for instance, "The Timber Slide Companies' Act," or "The Street Railway Act," or "The Act respectin-^ Companies for Steam and Heating, or for supplying Electricity for Light, Heat or Tower, etc." 2lf the capital of the proposed Company is S3,000 or under, notice may be dispensed with. If this is desired, Paragraph No. 2 should be struck out, and the following words should be added to the prayer of the Petition on Page G7, after the words "objects SLforesa.\d"— and your petUioners further pra;/ that inasmuch as the capital stock rf the said Company is to be dollars. Your Honour may also he pleased to dispense with the notice mentioned in Section of the said Act. 3The Directors, who must be at least three in number, must be petitioners and shareholders. Each Director must hold his stock absolutely in his own right. FORM No. 8. POWER OF ATTORNEY TO SIGN PETITION AND STOCK B00K.1 Know all men by these Presents that I, the undersigned, of the City of Edinburgh, in that part of the United Kingdom of Great Britain and Ireland called Scotland, do hereby make, constitute and appoint Herbert Mason, of the City of Hamilton, in the Province of Ontario, Escjuire, my true and lawful Attorney, for me and in my name and stead to sign the Petition of " The Hamilton Stove Company," pray- ing for incorporation under the Ontario Joint Stock Companies' Letters Patent Act, and also in my name aiid as my act and deed to sign the Stock Book of the said Company for four hundred shares of the capital *In these columns, specify the amount, if any. paid by each Petitioner upon his stock, and show whether it was paid in cash, by transfer of property, or how otherwise, in" If nothin/j has been paid, state the fact. iThe power of Attorney should in every case be given for a specific purpose, as shewn above, and not in general terms, or for general purposes. 68 JOINT STOCK companies' MANUAL. stock thereof at fifty dollars per share, and generallj* to do all lawful actsreiiuisite and necessary for etlecting the premises, hereby agreeing to ratify and confirm all that my saidAttorney shall do therein. In witness whereof I have hereunto set my hand and seal at Edin- burgh, this second day of January, A.D. 1887. Signed and sealed in the / George Peter Suarpe. presence of I ,^,„^ George Inolis. ) ) Seal. > FORM No. 9. AFFIDAVIT VERIFYING P(J\VER OF ATTORNEY. „ ,, ( In the matter of the Power of Attorney City of EtUMiiKGn, \ . , ^ r> x ou 1 1\, ni _ .' given by George Peter Sharpe, of the City ^ ° ' /of Edinburgh, to Herbert Mason, of the City of Toronto, in the Province of Ontario. I, George Inglis, of the City of Edinburgh, Student-at-law, make oath and say ; — 1. That I was personally present and did see George Peter Sharpe sign the said Power of Attorney hereunto annexed. 2. That I know the said party. 3. That the signature George Peter Sharpe i.-* of the proper hand- writing of the said party. 4. That the signature *' George Inglis," attesting the signature afore- said, in the true signature of me, this deponent. Sworn before mo at the City of ^ Edinburgh, this second day nf .laini- / CiEukge Inui.is. ary, 1««7. ' Peter Uowk, yotary I'uhlir. FORM N<j. 10. AFMKWIT \i;i:ll ^ IN<; .sICN aITIIIvS to I'KTITIoN. PitoviNcK. OK O.NTAiiio, In the Matter of the appliciit ion, uudur the „ , ... , Ontario Joint Stock Conii>aniuH' Lotturn Pa- County of W ontworth, . ... ,.,..,1- I 1 Tl 1 .1 f tent Act, of >> illiam .John 1 liomas and others T„ \\'[\, I for incorporation an Tlic ll'iniiltMU St<>vo I Company. !, .\rthur Kn-i-maii l.obb, of the ('Hy of Hamilton, in tlio County of Wentworth, 8tu<lutit-at-Law, make riath and say : FORMS. 69 1. That I was personally present and did see William John Thomas Thomas Taylor and Thomas Bright Taylor, applicants for incorporation by Letters Patent of the said Company, sign the petition hereunto annexed, and marked as Exhibit " A " to this my affidavit, 2. That I know the said parties. 3. That the signatures " W. J. Thomas," "Thos. Taylor," and " Thos. B. Taylor," are of the proper hand- writing of the said parties. 4. That the signatures " A. F. Lobb," attesting the signatures here- inbefore mentioned, are the true signatures of me, this Deponent. Sworn before me at Hamilton," in the County of Wentworth, this seventeenth day of Feb- ruary, A.D. 1887. John Roe, A Commissioner, etc. A. F. LOBB. A similar aflfidavit by Mr. Gibson should be furnished, verifying the other signatures. FORM No. 11. STOCK BOOK Of The Hamilton Siove Company. To be incorporated under "The Ontario Joint Stock Companies' Letters Patent Act." Capital $200,000, in 4,000 Shares of $150 each. We, the undersigned, do hereby severally, and not one for the other, subscribe for and agree to take the respective amount of the capital stock of The Hamilton Stove Company set opposite our names as here- under and hereafter written, and we do covenant and agree each with the other to pay the amount so subscribed, as the same may be called in by the Directors of the Company. And we do further covenant and agree to abide by and observe the provisions of the Letters Patent of Incorporation and the By-laws, Rules and Regulations of the said Company, to be made in pursuance of its Charter or of the said Act. 70 JOINT STOCK COM TAN IKS MANUAL. Date. Name. t Seal Residei.ccs Xu. of Shares. Amount. A. F. Lobb. X F. Lobb. A. F. Lobb. I 1887. 15 Feb. W. J. Thomas. L.8. 22 Biverbt. ... Five liundred & I j iiinety-riiiie... 16 Feb. Thos. Taylor.... I L.S. 180 Front st K. Six hundred... 15 Feb. lho8. B. Taj I or L.S. 180 Front st E. 'Five hundred & ' I ninety-iiine... 22 River st «>r.c IhO Sherborne si One Edinburgh iFour hundred.. John G. Oibson 17 Feb. S A. Thomson.' L.S. Jolin (; IJibson 17 Feb. IL V. Taylor... L S. John U. Uibton 17 Fob. 0. V. Shar|M)... (by his Attor- ' ncy 11. Mason) L.S. ?.^9.i)00 00 (XJ.OOO 00 59,900 ( 100 00 100 CO 20,000 00 FORM No. 12. AFFIDAVIT VERIFYINc; SIGNATURES TO STUCK- BUUK. Pkcjvi.nce (jK Ontakio j County of Wentworth, To Wit. ):: In the matter of the application under the Ontario.Joint StockCompanies' Letteral'atent Act of William John Thomas and others, for incorporation undur the corporate name of The Hamilton Stove Company." 1, Arthur Freeman Lobb, of the City of Hamilton, in the County of Wentworth, Student-at-Law, make oath and say : 1. That I was personally present and did see William John Thomas, Thomas Taylor, and Thomas Bright Taylor, therein named, aiya the Stock-Book of tho said proposed U^miiany, marked as e.xhibit A. 2. That I know the said parties. \i. That the sij^'natures " W. J. ThomaH," " Thos. Taylor," and ♦' Thos. H. Taylor," are of the proper handwriting of the said parties. 4. That the signatures " A. F. Lobb,'' attesting tho signatures here- inbefore mentioned, are tho true signatures of mo, this Deponent. A. F. Lor.i?. .Sworn before mo at the City of liaiiiilton, in the C(junty of Wentw<jrlh, this Mevonteenth May of February, .\.D. 1 hh7. .loii.v UoK, .1 Qimmijiaionfii , ilr. \ aiiiiibir ntlidavit should bo should be made by .Mr. (IiIihou for the piirpoHO of verifying the other Higiialurun. FORMS. 71 FORM No. 13. AFFIDAVIT VERIFYING COPY STOCK-BOOK. '\ In the matter of the applicaticm under Province OF Ontario, the Ontario Joint Stock Companies' Letter County of Went worth, I Patent Act of William John Thomas and others, for incorporation, under the cor- To Wit. porate name of "The Hamilton Stove '' Company." I, Arthur Freeman Lobb, of the City of Hamilton, in the County of Wentworth, Student-at-Law, make oath and say : That the paper writing hereunto annexed, marked as exhibit "A," to this my Affidavit, has been carefully compared by me with the ori- ginal Stock Book of " The Hamilton Stove Company," and that I find the same to be a true and correct copy thereof. A, F. LOBB. Sworn before me at the City of Hamilton, in the County of Wentworth, this seventeenth day of February, A.D., 1887. John Roe, A Commissioner, etc. FORM No 14. BY-LAW FOR INCREASE OF CAPITAL STOCK. By-Law Number 29. A By-law to increase the capital stock of " The Hamilton Stove Com- pany." Whereas the capital stock of "The Hamilton Stove Company," is two hundred thousand dollars, in four thousand shares of fifty dollars each, of which nine-tenths has been taken up, and ten per centum thereon paid in : And whereas for the due carrying out of the objects of the said Com- pany, the Directors of the said Company consider it requisite to make a by-law for increasing the capital stock of the Company to the sum of two hundred and fifty thousand dollars. Now, Therefore, the said Directors of "The Hamilton Stove Com- pany " enact as follows, that is to say : 1. That the capital stock of the said Company be, and the same is hereby increased from the sum of two hundred thousand dollars to the 72 JOINT STOCK companies' MANUAL. sum of two hundred and tifty thousand dollars by the issue of one thousand shares of new stock of fifty dollars each. 2. That the new shares be issued and allotted in snch manner and prop<)rti<m as the directors of the Company may deem proper for the benefit of the Company. 3. That this Jiy-law be submitted wilh all due dispatch fnr the con- firmation of the Shareholders of the Company at a General Meeting to be called for considering the same. Passed this 3rd day of April, A.D. 1887. W. .J. THOMAS, ^— -^~— President. Tho.v Taylor, j g^^, | Secretary. ' ' Hamilton, Srd April, 1887. Tof copy of this by-law tratiHmitted to^ the Provincial Secretary should have apjiCuAed to it the words "Certitie.l, under the Seal of the said Cnniiiany to the H<jni>ural)le the Provincial Secretary." W. .1. THOMAS. THnS. TAYLOP, . — ■ — J'rui'hnt. Secretary. j ^^^^ \ TluH bylaw may be adapted fur use in case of the removal of the chief jilace of bu^iine-s of the company- FORM No. 15. AFFIIJAX IT VKKIKYINC HV-LAW F( Ml INCREASE OF CAPITAL STOCK ; i'K()\'IN(; DTK SANCTION OK SAMK AND IM MLIC.VTION TliKKKoK IN ONTARIO (JA/KTTE. I'KoviN. K OK O.NTAhio, ^ ,,^ th.-matt,T..f th.. iucn.Jise of the capi- (Jounty of Weiitworth, , tal «tock of " 'Dm- Ilainllton Stovo Com- To Wit. \ pany." I, Thomas Taylor, «)f thi- said (Jity of Hamilton, EH<|uir(', niak(< oath and nay : 1, That I am th«j Socrutnry of tin- said " Thf Hamilton Stovit C'om- pany," 2. 'I'hal tin- anntnedpapor writing marke<l " A " to thin my atiidavit, in a tru« and correct copy of iJy-law Numbi-r !.".», pimsud on the 3rd April, 1HM7. by th« Oir«ctor» of thu naid Company, for tin- puri)o8c of incT«ajiin« th.; caj.iral utock of tin- naid (V.mi.any. fmm tho sum of two hundred thounand dollarn, t4» the sum (»f two huiidrcd and fifty thou- FORMS. 73 aand dollars, by the issue of one thousand shares of new stock of fifty dollars each, 3. That the said By-law was sanctioned by a vote of not less than two-thirds in value of the Shareholders of the said Company, present in person or by proxy at a general meeting of the Company duly called for considering the By-law, and held on the 11th May, 1887. 4. That a copy of the said By-law, has be6n certified under the seal of the Company to the Provincial Secretary, marked "B." Sworn before me at the City of Hamilton, ) in the County of Wentworth, this 12th day J THOS. TAYLOR, of May, 1887. * JoHx Roe, A Commissioner, etc. This affidavit may be adapted for use in case of the incTease or decrease of the number of directors. FORM No. 16. BY-LAW OF COMPANY REGULATING THE CALLING OF A GENERAL MEETING. By. Law No. 2. Whereas, the directors of the Hamilton Stove Company deem it expedient that certain by- laws for regulating the afi'airs of the Com- pany should be made. Now, therefore, be it enacted, and it is hereby enacted, That a general meeting of Shareholders, may be called at any time by the Directors, when they may deem the same necessary or advis- able for any purpose, not contrary to law, or the letters patent of the Company, or the Statute, and it is incumbent on the President to call a special meeting of the shareholders whenever recjuired so to do in writing, by one-fourth part in value of the Shareholders of the Com- pany, for the transaction of any business specified in such written requisition and notice, calling the meeting. Notice of the time and place for holding general meetings of the Com- pany, must be given at least ten days previously thereto in The Even- ing Times, and also by mailing the same as a registered letter, duly addressed to each shareholder at least ten days previous to such meet- <4 .lOIXT STOCK COMPANIES MANUAL. FORM No. 17. AFFIDAVIT VERIFYING BY-LAW REGULATING THE CALLING OF A GENERAL MEETING. Province of Ontario, ^ j„ ^Yie matter of the By-law of " The Hamil- Coiinty of Wentworth, i" *»" ^*o^« Company " regulating the calling To Wit. ; °^ meetings. I, Thomas Taylor, of the City of Hamilton, in the County of Went- worth, Secretary of the above named Company, make oath and say : That the annexed paper marked " C " is a true and correct copy of By-law Number 2, regulating the calling of special general meetings of the Company. Sworn before me at the City of Hamilton, "j in the County of Wentworth, this third day of J THOS. TAYLOR. April, 1887. ' John Rok, A Commissioner, etc. FORM No. 18. NOTICE IN LOCAL NEWSl'APER OF A SPECIAL (iENERAL MEETING. "A" NOTK'K. \ Special < Jenoral Mooting of the Shareholders of the Hamilton Stove Company, for considuring and sanctioning By-law No. 2!> (passed by the Directors, IJrd April, l^*^"), for the incroase of the capital stock of the Company, from tliu sum of two luindrod tluiiisantl (l(»llarH to the sum of two Imndred and lifty thousand dollars, by the issuo of one thoutand shares of now stock of lifty dollars each, will bo hold at the Company's oftico, in tho City of Hamilton, on Wodnosday, tlu> 11th •lay of May next, at tho hour of 10 o'clock in tho forenoon. By (}riUr, THOS. TAVLoR, Serrrtarij. This form may bo used for notice in Ontario (ia/ctto if necessary. FORMS. . 75 FORM No. 19. AFFIDAVIT PROVING DUE CALLING OF A GENERAL MEET- ING AND VERIFYING NOTICE IN LOCAL NEWSPAPER. Province of Ontario, "j County of Wentworth, I I" ^^^ matter of a general meeting of To Wit. j " The Hamilton Stove Company." I, Thomas Taylor, of the City of Hamilton, in the County of Went- worth, Esquire, make oath and say : — 1. That I am the Secretary of the said " The Hamilton Stove Com- pany." 2. That a general meeting of the Shareholders of the said Company was held at the said City of Hamilton on the 11th May, A.D. 1887. ' 3. That the said meeting was duly called pursuant to the By-law ^ of the Company, by giving notice thereof on the 1st May, 1887, in The Evening Times, a newspaper published at the said City of Hamilton and by mailing the same, as a registered letter, duly addressed to each shareholder, at least ten days previous to such meeting. 4. That the clipping from the said The Even'nyj Times, attached to this my affidavit, and now shown to me marked " A," is a true and correct copy of the said notice given as aforesaid. 5. That said meeting was called for considering By-law No. 20 of the said Company, increasing the capital stock of the Company from the sum of two hundred thousand dollars to the sum of two hundred and fifty thousand dollars by the issue of one thousand shares of new stock of fifty dollars each. Sworn before me at the City of ) Hamilton, in the County of Went- ^ THOS. TAYLOR, worth this 11th day May, A.D. 1887. \ John Roe, A Commissioner. FORM No. 20. AFFIDAVIT PROVING DUE CALLING OF GENERAL MEET- ING WHERE NO BY-LAW FOR THE PURPOSE HAS BEEN PASSED,- AND VERIFYING NOTICE IN LOCAL NEWSPAPER AND ONTARIO GAZETTE. Province of Ontario, "j In the matter of the calling of a general County of Wentworth, V meeting of "The Hamilton Stove Com- ToWit. j pany." 1 Provisions of the Statute, or of the Letters Patent, or of a By-law of the Company made for the purpose (is the case maii be. -If the meeting was called untler special provisions in the Charter, the afti - davit must be drawn to suit the circumstances. 7G JOINT STOCK companies' MANUAL. I, Thomas Taylor, of the City of Hamilton, in the County of Went- worth, Secretary of the above named Company, make oath and say : — 1. That a notice calling a general meeting of " The Hamilton Stove Company," for the 11th day of May, 1887, at the Company's olhce, in the City of Hamilton, for the purpose of considering and sanctioning By-law No. 'J'J (made by the Directors 3rd April, 1887), increasing the capital stock of the Company from the sum of two hundred thou- sand dollars to the sum of two hundred and tifty thousand dollars by the issue of one thousand shares of new stock of fifty dollars each, was inserted in The Eroiintj Times, a newspaper published at the chief place of business of the Company, on the lat day of I\Iay, 1887. 2. That at least ten days previous notice of the said meeting was given in the said The Eeenitij Timen. 3. That the newspaper cutting hereto annexed and marked " A,' to this my atlidavit is a true copy of the said notice. 4. That at least ten days' notice was also given by publishing the same in the Ontario Gazette (or ((.s the ame uiaxj he, by mailing the same as a registered letter duly addressed to each shareholder of the aaid Company.)' 5 That the clipping from the said the Oidariu Ga:.etle, attached to this my afhdavit, and now shewn to me marked "A," is a true and correct copy of the said notice given as aforesaid. Sworn before me at the city of Ham- j ilton, in the County of Wentworth, V this 11th day of May, A.D. 1887. ) THUS. TAYLOR. Joiix Hoe, A Cvniinissioner, eli FORM No. 21. l»ETITION KOK sri'l'LK.MKN'rAKV LKTIKKS l'.\ I KN T INCIIKASINC CAI'lT.Mi STOCK. To the Honourable Sir .\lyxan<ler (Jampljull, K.< '. .M.( J. ^ Lieutenant- Oovornor of the Province of Ontario in Council : Thu petition of the iJirectorn of "The Hamilton Slovo Company." Humbly nheweth . 1. That your petitioners are the Directors of "The Haniiltun Stove Company.' • CUuM 4 il^vn i«"t iipl'iy I" ciiiiiiiuiii'H wliimv Lii|.iliil ii ■* t.WO (ir Ic»h. FORMS. / 7 2. That the 3aid Company was incorporated under '"The Ontario Joint Stock Companies' Letters Patent Act," by Letters Patent, dated 21st February, A.D. 1887. 3. That the capital stock of the said Company, bj the said Letters Patent, was fixed at two hundred thousand dollars, of which nine- tenths has been taken up and ten per centum thereon paid in. 4. That the said capital is insufficient for the purposes of the said Company. 5. That your Petitioners made oti the third day of April, A.D. 1887, a By-law increasing the capital stock of the said Company to the sum of two hundred and fifty thousand dollars, such amount being consid- ered by your petitioners requisite for the due carrying out of the objects of the Company. 6. That the said By-law was sanctioned by a vote of not less than two-thirds in value of the shareholders at a general meeting of the Company, duly called for considering the same, held at the City of Hamilton, on the eleventh day of May, A.D. 1887. 7. That your Petitioners, in accordance with the provisions of the said Act, have given four weeks' notice in the Ontario Gazette, of their intention to apply for Supplementary Letters Patent confirming the said By-law. Your Petitioners therefore pray that your Honour may be pleased to grant under the Great Seal, Supplementary Letters Patent confirming the said By-law And your Petitioners, as in duty bound, will ever pray. Witness : -j .— — ^y. J. THOMAS, JOHN ROE, ■ 1 S«*^- I THOS. TAYLOR, J v^-. — ■ THOS. B. TAYLOR. Dated at Hamilton, this sixth day of June, A.D. 1887. FORM No. 22. AFFIDAVIT VERIFYING SIGNATURES TO PETITION FOR SUPPLE MENTARYf LETTERS PATENT. Province of Ont.4RIO, ^ In the matter of the Petition of the " Haniil^- ton Stove Compan)'" for Supplementar y Let- County of Wentworth, ^^^^ Patent,? confirming a By-law" iiTcreasing To Wit. I ^^^^ capital stock ^of the Company. I, .John Roe, of the city of Himilton, in the County of Wentworth, Ba,rrister-at-Law, make oath and say : — 78 Joint stuck companies' manual. 1. That I was personally present and did see William John Thomas, Thomas Taylor and Thomas Bright Taylor, the Directors of the said Company, sign the Petition for Supplementary Letters Patent, marked as exhibit '' A. " 2. That I know tlie said parties. 3. That the signatures " W. J. Thomas," "Thos. Taylor," and "Thos. B. Taylor," are of the proper handwriting of the said parties. 4. That the signature " John lloe," attesting the signatures herein- before mentioned, is the true signature of me this Deponent. •Sworn before me at the city of •\ Haniiltun, in the County of Went- > JUHN KUE. worth, this sixth day of June, 1887. ) R. W. Everett, , A Cotnminiioner, etc. FORM No. 23. MjTICE in nNTJrilO GAZETTE, OF Al'PLICATlON FOR SI PPLEMENTARV LETTERS PATENT. NoTiuE is hereby j^iven that, within six mor.tlis from llio eleventh day of May, A.D. 1887, the date of the sanction thereof by the Share- holders of the Company, application under " Tlie Ontario Joint Stock Companies Letters Patent Act," will bo made by tlie Directors of " The Hamilton Stove Company," to the Lioutenant-( Jovernor of the Pro. vince of Ontario in (Jouncil, for the grant of Supplementary Letteis Patent, to conlirm a Bylaw for increasing tlie capital stock of the said "The Hamilton Stove Company," from two hundred thousand dollars to two hundred and tifty thousand dollars, by the issue of one thousand •hares of new stcjck of tifty dollurH each. JOHN ROE, Sulicitur fur J;>j</iC(Mi/.s. Firht instrted in <ia:.ilh , 11 ih day of May, 1««7. FORM No. 24. AFFIDAVIT VERIFVIN*; NolKK I .\ OST.lliKKl AZKTTIlOY Al'I'LK'ATioN F(»i: ,sr PPLE.M FNT A RV LFTTKRS PATENT. PiioviWfr OK Ontauio, I III till) iiiiilli-r of tlu! iipplicutioH of "The I iiiimihoii Stove Company," for Supplumcn- County of Weniworlh, . ^^^^^, i^,ttor« Patent, conlirming a By law in- *" " '^ • j creasing the capital stock. FORMS. 79 I, John Roe, of the City of Hamilton, in the County of Wentworth Barriater-at-Law, make oath and say : 1. That notice has been given in the Ontario Gazette, of the appli- cation for Supplementary Letters Patent, confirming the said By-law, a copy of which notice marked " D " is hereunto annexed. 2. That the said notice was published in the issues of the said Gazette, of the fourteenth, twenty-first and twenty-eighth days of May, and the 4th day of June, A.D. 1887. Sworn before me at the City of Ham- ilton, in the County of Wentworth, ) JOHN ROE. this sixth day of June, A.D. 18 8 7 . R. W. Everett, A Commisioner , etc. FORM No. 25. AFFIDAVIT RESPECTING BONA FIDE CHARACTER OF INCREASE OF CAPITAL STOCK. Province of Ontario, | In the matter of the petition of " The I Hamilton Stove Company," for Supplemen- County of Wentworth, Uary Letters Patent, to confirm a By-law To Wit : J for the increase of the capital stock thereof. I, William John Thomas, of the City of Hamilton, in the County of Wentworth, make oath and say : 1. That lam the President of "The Hamilton Stove Company," and that I have a knowledge of the matters herein deposed to. 2. That nine-tenths of tlie stock of the Company has been taken up, and ten per centum thereon paid in. 3. That the present capital of the Company is insufficient for the pur- poses of the Company. 4. That the proposed increase in the capital stock of the company is bona fide, and in the opinon of the Directors requisite and necessary for the due carrying out of the objects of the Company. 5. That the allegations in the said petition contained are to the best of my knowledge and belief true in substance and in fact. Sworn before me at the City of \ Hamilton, in the County of Went- > W. J. THOMAS. worth, this Cth day of June, A.D. 1887. ) John Roe, A Commissioner, etc. 80 JOINT STOCK companies' MANUAL. FORM No. 26. BY-LAW INCREASING (OR DECREASING) THE NUMBER OF DIRECTORS. By-law Number 30. Whereas the number of the Directors of ' ' The Hamilton Stove Company " is three (ut- as the case may be), and it is expedient that the number should be increased ; Now tlierefore, the Directors of the said "The Hamilton Stove Com- pany " enact as follows : That the number of Directors of the said Company be and the same is hereby increased (or, decreased) to five. Dated at Hamilton, this seventh day of June, A.D. 1887. Thos. Taylor, W. .J. THOMAS, Secretary. , -»-'— . J'resldent. j Seal. FORM No. 27. NOTICE I'LBLISUINC BY-LAW IN oXTMilU tlA/.ElTE, CHANGING NUMLKIt < >F DIRECTORS. Under the provisions of R.S.O. 1887, Chap. 157, Sec. 35, the Direc- tors of the Hamilton Stove Ct^npany, hereby give piiblic notice that ^hoy have passed the following By-law : Whereas the number of Directors of the Hamilton Stove Company, is three (or, an the rase may he) and it is o.vpodit'nt that the number shonlcl bo increased. Now, tliereforo, the Directors of the said The Hamilton Stove Com- pany enact as follows : That the number of Dircctijrs of the said Coinimuy lie and tlu- same is hereby increased to Jivo. W. .1. THOMAS, TllOMAH TaVLOH, , ^ J'rr.HiiliHt. Srnrtary. \ f^^^, I I — I Dated at Hainiltnn, this seventh dny of .Fniic, A.l). 1M87. FORMS. FORM No. 28. 81 NOTICE OF APPLICATION FOR CHANGE OF COflPORATE NAME. Notice. Public notice is hereby given that(l) "The Hamilton Stove Company,'^ a Company incorporated under the Ontario Joint Stock Companies' Letters Patent Act, will, after four weeks from the first publication hereof, in the Onkirlo Liazdte, and in The Evening limes, a newspaper published in the locality in which the operations of the said Company are carried on, apply under the Act respecting the Changing of the names of Incorporated Companies, to His Honour the Lieutenant- Governor of Ontario in Council, for an Order changing its corporate name to that of "The Toronto Stove Company," 2. That the said Company is in a solvent condition. 3. That the change desired is not for any improper purpose, it being the intention of the said Company to remove its works to the said City of Toronto. 4. That the name desired is not the name of any other Company, incorporated or unincorporated, or liable to be unfairly confounded therewith, or otherwise on public grounds objectionable. JOHN ROE, Solicitor for the Company. First inserted in Gazette, 2nd day of July, 1888. A similar form may be used for notice in local newspaper. FORM No. 29. AFFIDAVIT PROVING PUBLICATION OF NOTICE OF APPLICATION FOR CHANGE OF NAME. Province of Ontario, County of Wentworth, To Wit : In the matter of the application under "The Act respecting the Changing of the names of incorporated Companies," of " The Hamilton Stove Company," a Company carry- ing on business at the City of Hamilton, for an Order in Council changing its name. I, Richard Doe, of the City of Hamilton, in the County of Went- worth, Student at Law, make oath and say : 1. That four weeks previous notice of the intention of "The Hamil- ton Stove Company" to apply for an Order of His Honour the Lieut- 82 JOINT STOCK companies' MANUAL. enant-Governorin Council, changin;^ its corporate name tothat of '• The Toronto Stove Company," was inserted in the Ontario Ga::ettt, on the following dates, viz : July 2nd, 0th, IGth and 23rd, A.D. 1887, and that the cutting from the said Ontario Ga-:ette hereto annexed and marked aa exhibit " A " to this my affidavit is a true copy of the said notice. Sworn before me at the City of Ham- \ ilton, in the County of Wentworth, [ RICHARD DOE. this 25th day of July, A.D. 1887. ' John Roe, -4 Commissioner, etc. A similar affidavit is rcjuired verifying the notice in the local news- paper, with this addition : 2. That the 8ai<l (name of newspaper referred to) is a newspaper pub- lished in the locality in which the operations of the said Company are carried on. FORM No. 30. PETITKJN F(Jli oliDKii IN CijUNClL CHANOINC; NAME oF COMPANY. To the Honourable Sir Alexander Campbell, K.C.M.G., etc.. Lieuten- ant (Governor of the Province of Ontario in Council. The petition of " The Hamilton Stove Company," Humbly shewcth : 1. That the above named Company was incorporated under a general Act, viz., "The Ontario Joint Stock Companies' Letters Patent Act," by Letters Patunt under the Great Seal bearing date the twenty-first day of February, A.D. 1HH7. 2. 'I'hiit your putitioners are doHiro\iH of changing tliuir corporate name to that of "The Toronto Stove Coini)any." ;j. That your |>otiti(jtierH are in a solvent condition, aw i« nliown l)y the statement in (ieneral Italance-Sheot of the Company, hereto an- nexed. 4. That the chan((0 desired by your ]iutit.ion«Tn is not for any im- proper purpoHo, and is ncjt otlicTwise objcclionabie, tlio oltjccl of your petitionurn b«;in^ to ri-move the wfjrksof tlio Haid Company to (lio Hai<i City of Ton»nto. r>. That the name denired in not the name of any other known Com- pany, inc*<r|K>rated or unincorporated, or liable to be unfairly con- founded therewith. FORMS. 83 Your petitioners therefore pray that your Honour will be pleased by Order in Council to change their corporate name from that of " The Hamilton Stove (Company," to that of " The Toronto Stove Company." And your Petitioners, as in duty bound, will ever pray. W. J. THOMAS, Thomas Taylor, President. Secretary. ^-^^^ I Seal. I Dated at Hamilton, 25th July, A.D. 1887. FORM No. 31. AFFIDAVIT VERIFYING PETITION FOR CHANGE OF NAME. Province of Ontario, j ^^ t^® matter of the petition of " The Hamilton Stove Company," for an Order of County of Wentvvorth, Igj^ Honour the Lieutenant-Governor in To Wit Council, changing its corporate name to that J of " The Toronto Stove Company. " I, William John Thomas, of the City of Hamilton, in the County of Wentworth, President of the Company, make oath and say ; 1. That the allegations in the within petition contained are to the beat of my knowledge and belief true in substance and in fact. Sworn before me at the City of Ham- ^ ilton, in the County of Wentworth, W. J. THOMAS, this 25th day of July, A.D. 1887. ) John Roe, A Commissioner, etc. FORM No. 32. AFFIDAVIT VERIFYING SIGNAlURES TO PETITION. Province of Ontario, County of Wentworth, To Wit. In the matter of the application under the Act, " The Act respecting the changing of the names of Incorporated Companies " of " The Hamilton Stove Company," a Company carry- ing on business at the City of Toronto, for an Order in Council changing its name. 84- JOINT STOCK companies' MANUAL. I, Arthur Freeman Lobb, of the City of Hamilton, in the County of Wentwurth, Student at Law, make oath and say : 1. That I was personally present, and did see William John Thomas and Thomas Taylor, President and Secretary respectively, of the said Comi)any, sign the said Petition, marked as exhibit "A" ; that I know the said parties, and that the signatures " W. J. Thomas " and " Thos. Taylor " are of the proper handwriting; of the said parties. Sworn before me at the City of i Hamilton, in the County of I \ p L(JBB Wentworth, this 25th day of | July, A.D. 1887. J J. R )K, .1 Cnmmissioiter, etc. FORM No. 33. EV^IDENCE OF THF COMPANY'S SOLVENCY. Thn should consist of a Balance Sheet or of a Statement specially prepared for the purpose, setting out the Company's affairs in detail, sufficient to satisfy the Lieutenant-Governor in Council. As the Act under which the change of name is to be granted, makes proof of the solvency of the applicants, a .si/.e <jhci non, the Provincial Secretary re<|Utre8 that the evidence to bo given on that head shall be clear and convincing. Such evidenca may ccmsist of (1.) The last P.alance sheet of the Company if of sulliciently recent date, or (*2) of a (General Statement of the Company's afl'airs, specially made by com- petent authority, and sotting forth the material facts. The liilance Sheet or the Statement, as the case may be, must bo veriliod by the aHidavit of «<»mo one convrrsant with the afT.iirH of tho applicants. FORM No. 34. lkt]i:ks i*.\i'i;Nr. ( ) ALKX/\NJ)KK C.VMI'I'.i:!,!,. Vktohi A, /.;/ tin; Ornce nf Gud, of I he Unitril KitKjilinn (). MOW AT, ,,^ fj^^^^f IWUain and Irrhtud, (,HlEENy drfmdrr of Ifn- I'nifli, rfr.^ I'tr., rlr. To nil to whom these Presents shall come — (JllKF.TINO — Recorded ~M Feb- ruary, 1887, As No. 62. J. F. C. UssHER, Deputy Re<j FOEMS. 85 WHEKEAS by the Revised Statute of the Legisla- LETIERS PATENT ' ture of our Province of Ontario, entitled " An Act 1 respecting the Incorporation of Joint Stock Com- iNcoKPORATiNu | ^^^.^^ ^^ Letters Patent," it is provided that the T|]e ' Lieutenant-Governor of Our said Province in Coun- cil may by Letters Patent, under the Great Seal of Hamilton Stove \ Our said Province, grant a Charter to any number of persons, not less than five, who shall petition l01Iipa,Iiy. j ti^erefor, constituting such persons, and others who may become shareholders in the Company thereby created, a body corporate and politic, for any pur- poses or objects to which the legislative authority of the said Legislature extends, except the construction and working of Railways and the business of Insur- ance. And whereas, by Petition addressed to our Lieutenant-Governor of Ontario in Council, Willian John Thomas, Foundryman ; Samuel An- drew Thomson, Machinist; Thomas Taylor, Gentleman ; Thomas Bright Taylor, Stove Manufacturer ; and Henry Victor Taylor, Moulder, all of the City of Hamilton, in the County of Wentworth, in the said Pro- vince of Ontario, and George Peter Sharpe, of the City of Edinburgh, in that part of the United Kingdom, of Great Britain and Ireland called Scotland, Capitalist, have prayed that a Charter may be granted to them, constituting them, and such other persons as are or may be- come shareholders in the proposed Company, a body corporate and politic for the purposes and objects following, that is to say : The manufacture of stoves under the name of "The Hamilton Stove Com- pany." And whereas it is stated by the said Petition that the amount of the said stock taken by tach of the applicants is as follows :— By the said William John Thomas and Thomas Bright Taylor each fifty-nine thousand nine hundred dollars ; by the said Thomas Taylor, sixty thousand dollars ; by the said Samuel Andrew Thomson and Henry Victor Taylor, each one hundred dollars, and by the said George Peter Sharpe, twenty thousand dollars. And whereas it has been proved to the satisfaction of our Lieutenant- Governor-in-Council, that the said applicants have complied with all the requirements of the said Act, as to matters preliminary to the issue of Letters Patent, and that a notice of the said application containing the particulars required by the fourth section of the said Act has been duly given in the Ontario Gazette, in accordance with the provisions of the said Act. 86 JOINT STOCK companies' MANUAL. NOW KNOW YE, that by and with the advice of Our Executive Council of Our Province of Ontario, and under the authority of the hereinbefore in part recited Statute, and of any other power or autho- rity whatsoever in us vested in this behalf. We do by these Our Letters Patent constitute the said William John Thomas, Samuel Andrew Thomson, Thomas Taylor, Thomas Bright Taylor, Henry Vic- tor Taylor and (leorge Peter Sharpe. and each and all such other person or persons as now is, or are, or shall at any time hereafter be- come a shareholder or shareholders in the said Company, under the provisions of the said Act, a body corporate and politic, with perpetual succession, and a common seal, by the name of " The Hamilton Stove Company," and capable forthwith of exercising all the functions of an •ncoqjorated Company for the purposes and objects aforesaid, as if incorporated by a special Act of the Legislature of Ontario, and by their corporate name,, of suing and being sued, pleading and being im- pleaded in all courts, whether of law or equity, and with the powers in the Bai<l Act, more particularly set forth : And we direct that the capital stock of the said Company be two hundred thousand dollars, and be divided into four thousand shares lA lifty dollars each, and that the operations of the said Company are to be carried on at the said City of Hamilton ; that the chief place of bu.siness of the said Companj js to be at the said City of Plamilton ; and that the said William John Thomsis, Thomas Taylor, and Thomas P>right Taylor, bo the first Directors of the said Company. And we further direct that no parcel of lands or interest therein at any time ac<|uired by the said Company, and not required for its actual use and f^ccupation, or not held by way of security, or not situate with- in the limits or within oiioniilo of the limits of aiiy city or town in the said Province, shall be hold by the said Company or by any trustee on their behalf for a longer period than seven years after the acfpiiaition thereof, but shall bo absolutely sold and disposed of, ao that the Com- pany shall no longer retain any interest therein unless by way of security. .\nd vwj further direct that any such parcel of land or any inftTost therein, not within the exceptions horoinboforo mentioned which shall bo hold by the said Company for a longer period than seven yoar«, witliout being disposed of, shall bo forfeited to Hor Miijosfy for the usoH of llio said Pr<>viii(<'. And we further direct that no such forfeiture shall take oU'ect or bo onforced until tho expiration of at least nix calender months after notice in writing to tho said (.'ompany of tho intention of the rjoveni- munt to claim such forfoiture, and it shall be tho duly of tho Company U> give U) tho Lietitonant-Oovornor, when re(|tiired, a full and correct FORMS. 87 statement of all lands at the date of such statement held by the Com- pany, or in trust for the Company, and subject to this Proviso. And we further direct that the Company shall be subject to the provisions of said Act, being Chapter 1 57 of the Revised Statutes of Ontario, 1837, intituled "An Act respecting the incorporation of Joint Stock Companies by Letters Patent," and to such further and other provisions as the Legislature of Ontario may hereafter deem expedi- ent in order to secure the^due management of its affairs and the pro- tection of its shareholders and creditors. The Charter of the Company shall be forfeited by non user during three consecutive years, at any one time, or if the Company does not go into actual operation within three years after it is granted ; and no declaration of such forfeiture by any Act of the Legislature shall be deemed an infringment of such Charter. The Charter of the Company may at any time be declared to be forfeited and may be revoked and made void by Order of our Executive Council for our Province of Ontario, on sufficient cause being shown to us in that behalf, and such forfeiture, revocation and making void may be upon such conditions and subject to such provisions as to us may seem proper. Ix Testimony whereof, We have caused these Oar Letters to be made Patent, and the Great Seal of Our said Province of Ontario to be here- unto affixed : WITNESS, the Honourable SIR ALEXANDER CAMPBELL, Knight Commander of Our Most Distinguished Order of St. Michael and St. George, Member of Our Privy Council for Canada, &c. , &c., Lieutenant-Governor of Our Province of Ontario, at Our Govern- ment House, in Our City of Toronto, in Our said Province, this twenty- first day of February, in the year of our Lord one thousand eight hundred and eighty-seven, and in the fiftieth year of Our Reign. By Command, ARTHUR S. HARDY, Secretary. FORM No. 35. LIST OF SHAREHOLDERS. List, in duplicate, of all persons who, on the 31st December, 188 — , were shareholders in the as required by Sec. 57, Cap. 157, R. S. O. 88 JOINT STOCK COMPANIES MANUAL. Names of Shareholders alphabetically arranged. Address. Callin«;. Amount of Stock held. S cts Amount unpaid on Stuck. S cts. FORM No. 36. AFFIDAVIT VERIFYING THE ABOV^E LIST, AND THE ATTACHED SUMMARY OF THE AFFAIRS OF THE COMPANY. Pkovlnce of Ontario,, In the matter of the .\nnual returns of the^ I We- , and ■ County of ^f, , President and Secretary of the above named Company, respectively, To Wit : J maku oath and say : — 1. That the above list of the Shareholders, and the Summary of the allairs of the said Company hereto attached, are, to the best of our knowledge, information and belief, true and correct in every par- ticular. Sworn Before me at J in the of this day of \ , a .1. I', in anil fur the t'ounty of {For Siijuatiue vf Oeponeut.) FORM No. 39. I'KnXY. 1 1 A M I I.T< ) .N StO V K C< I M 1 a N \ . I (ivnT^i! Peter Shnrpo, of the City of K(liiil>uii.,'li, in that jiart of the United Kitig<iom of (Sreat itriluin and Ireland called Scotland, l)uing a (1) IiuMsrt iiBiiw.' of (^'oinpany. ('2) ItiHort numc nf l'rv«i(ldit. (:<) Iimurt name o( Se<rr«!ti»ry. If iIkto art- no Huch (itticorn, or they, «r i-itlirr of them, are, or U, at the iirojKjr limn out of thin i'rovincc, or olhcrwiKc tinahle Ut make tlie „Aiii<', ln»«Tt tho nam"' of the I'rcwliK-nt or Hccretary an'l one of tin- I'iroclorN, or two of th" I)ir<<toni a»< tliecax' may n-<|iiirf. (1) In«rrt i ity, town, village, or name of place. ('>) If th)? I'li'^idont or Hocrotary (Iocn not make or join in the attxlAvit, iit«te the rvtuum thereof here. FORMS. 89 holder of 400 shares in the stock of the company, hereby appoint and authorize Herbert Mason, of Hamilton, Esquire, to vote for me and on my behalf at the ordinary (or extraordinary, as the case may he) general meeting of this Company, to be held on day of , and at any adjournment thereof (or at any meeting of the Company that may be held within the present year.) Witness my hand and seal this day of 188 . Signed in the presence of J. Jones, [Seal.] G. P. Shakpe. FORM No. 40. POWER OF ATTORNEY TO MAKE TRANSFERS, RECEIVE DIVIDENDS, ETC. Know all men by these presents, that I , do make constitute and appoint of my true and lawful attorney for me and in my name and on my be- half, to sell, assign and transfer the within shares in the capital of the Hamilton Stove Company, to me belonging, to receive the consideration money, and to give a receipt or receipts for the same, to receive and give receipts for all dividends that are now due, and that shall hereafter become due and payable on the same, for the time being, and generally to do all lawful acts requisite for eflfecting the premises, hereby ratifying and confirming all that my said attorney shall do therein. In witness whereof, I have hereunto set my hand and seal at thia day of , in the year of Oiir Lord, one thousand eight hundred and Signed and sealed in the presence of The following are given as examples of by-laws in general, which Companies can alter to suit their respective circumstances and require- ments, but every by-law must have the preamble and enacting clause as given herewith : — Whereas the Directors of The Hamilton Stove Company deem it ex- pedient that certain By-laws for regulating the atlairs of the Company should be made. Now therefore be it enacted, and it is hereby enacted. MKETINCS. 1. That the annual meeting of the shareholders shall be held at the office of the Company on the first Monday in January in each year, to receive the report of the Directors for the past year, to elect Directors for the ensuing year, and for all other general purposes relating to the management of the Company's atlairs. 2. That a general meeting of the shareholders may be called at any time by the Directors whenever they may deem the same necessary or advisable for any purpose not contrary to law, or the Letters Patent of the Company or the Statute, and it is incumbent on the President to call a special meeting of the shareholders whenever required so to do in writing by one-fourth part in value of the sliareholdors of the Company, for the transaction of any business specified in such written refjuisition and notice calling tiio niuutiiig. 3. That notice of the time and place for holding the annual or a gen- eral meeting of the Company must be given at least ten days previ- ously thi reto in the Ei;nin<j Timc.%,^ and also by mailing the same as a rogistj-red letter* tluly addressed to each shareholder at least ton days previous to such meeting. 4. That meetings of the Directors siiail bo held as often as tliu busi- ness of the Cr)mpany may ri(|uire, and shall bo called by the I'reaidi-nt. r». That at general meetings of the Company, every shareholder nhall bo ()ntitl*;d t<j nn many votes as ha hwuh Hhari-s in tlio Company, an<l may vote by proxy. 1 Or In luimr ii«w«l»ft|»«r |»uMiHh<<l ut or im ii«ar lui luiiy Ix' t<i tlio dtlice <ir < liiof plfccn of himinwm of the Coiii|piiiiy, .»r l.y puMiHliiiiK llic hiuiio in tlio Oiiturio (;a:rtU. ^Thc pnlilinliiiiK ''f thi- iiotico of iiiccliiiK' in tin- (Imrtlr, or the ni.iilinK th« nam*' »* » r«-Ki»il«rc»l Itati'r, c|«njn not apply to compnnicN liiivinK ii capital not «xce«dinK thrw) Ihoimnn'l >IollarH. BY-LAWS. 91 6. That questions at meetings shall be decided by a majority in value of the shareholders present, either in person or by proxy, and in case the number of votes is equal the President or Chairman shall have a deciding or casting vote. DIRECTORS 7. That the affairs of the Company shall be managed by a board of five Directors, of whom three shall form a quorum. 8. That the President and Vice-President shall be chosen by the Directors from amongst themselves at the first board meeting after the annual meeting. 9. That the President shall, if present, preside at all meetings of the Company. He shall call meetings of the Board of Directors and Share- holders when necessary, and shall advise with and render such assist- ance to the Manager as may be in his power. In his absence the Vice- President shall have and exercise all the rights and powers of the Pre- sident. A Director may at any time summon a meeting of Directors. 10. That questions arising at any meeting of Directors shall be de- cided by a majority of votes. In case of an equality of votes, the Chair- man, in addition to his original vote, shall have a casting vote. 11. That the Secretary shall keep a record of the proceedings at all meetings of the Board and of the Shareholders of the Company, and shall be the custodian of the seal of the Company, and of all books, papers, records, etc., belonging to the Company, which he shall deliver when authorized so to do by a resolution of the Board, to such person, or persons, as may be named in the resolution. 12. That any Shareholder, not in arrears for payments for calls upon his stock, may be elected a Director. 1 3. That the Directors shall hold office for one year and until their successors shall be elected. 14. That in case of the death of a Director, or his being unable to act as such, or his ceasing to be a Shareholder, the vacancy thereby created may be filled for the unexpired portion of the term by the Board from among the qualitied Shareholders of the Company. 15. That the Company shall have a corporate seal of such design as the Board may determine, which seal shall whenever used be authen- ticated by the signatures of the President and Secretary. 16. That the Board shall from time to time fix the salary or wages to be paid officers of the Company. 17. That calls upon subscribed stock shall be made from time to time as the Board may determine — no call shall exceed twenty-tive per cent, of the subscribed stock, and there shall be an interval of at least thirty days between calls. 92 JOINT STOCK companies' MANUAL. 18. That it shall not be compulsory on the Board to receive full payment of any share or shares until the same shall have been de- manded by call. 111. That the Board shall have power to summarily forfeit shares and the money paid thereon, upon which any call shall have remained unpaid for six months after it shall be due and payable, and such for- feit stock shall thereupon become the property of the company. 20. That receipts for payments of calls shall be issued from time to time as such payments are made, but stock certificates shall only be issued when shares are fully paid up, and both receipt and certificate shall be authenticated by the signature of the President and Secretary, and sealed with the Company's seal. L'l. That shareholders may, with the consent of the Board, but not otherwise, transfer their shares, and such transfers shall be recorded in a book provided for the purpose, and signed by him and his transferee and duly witnessed, but no person shall be allowed to hold or own stock in the Company without the consent of the Board. ^ ACCOUNT.S. 22. That the Directors shall cause true accounts to be kept, — < )f the stock in trade of the Company. Of the sums of money received and expended by the Company, and the matter in respect of which such receipt and expenditxire takes place ; and Of the credits and liabilities of the Company. 23. That the books of accounts shall bo kept at the head office of the Company, and shall be open to the inspection of the members during the hours of business. - 24. That once at least in every year the Directors shall lay before the Company in f,'t!nunil nieotiuK a stati'inont i>f tl»o income and expendi- ture for tlie past year. A balance shoot shall bo made out in every year, or oftener if desirable, and laid before the Company in general nieetinL;,and such balance shoot shall contain a summary of the proper- ty ami liabilities of the (Jomjiany arranged under the nocossary head- ingfi. HANK Ai ( OINT. '2i>. That ii bunk iiccoimt hIiuII I)o kept in the name of the Company at a bank t<< l>o ncloctod by th<- hi>ur(l, and all choijucs Hhall bo signed by th« Sccrotary ami Troanuror. iThU mil* tuny Im< (lcNirnl)l<< iitidor cortain circuiimtancoH, but on a general thiiiK tlio ciwni-r of fully paiil iiji KhnrcN cnii trunMfcr tlxnii at will. Tlii' cotiHcnt of the Ilonnl iiitixt Iw lin<l wli<>n tranHfi-rriiiK HliaroN that arc not fully |>ni(l u|>, and th« ii'-w lioliliT kIiouKI lie n» r<-H|ionHil)lc n iM-rmin oh tlio old. • K»Htrictionii tm to tin- time nixl tiiniui<*r of inN|K>clinK' tlin hooka may Ix- im- \ni>ift\ by the ('oiii|»atiy in (C'x'ra] mf<rtin>{, or it niuy, in (•••rtnin ciihoh, he well to pitrikr thin byUw out altoKcther. BY LA.WS. 93 SOLICITOR. 26. That Charles Brown, of Hamilton, Esq., shall be the solicitor of the Company, but he may at any time be removed by a resolution of the Company, passed in general meeting. AUDITORS. 27. That one or more Auditors shall be appointed annually by the Shareholders at the annual general meeting, whose duty it shall be to examine all books, vouchers and accounts of the Company and all doc- uments having reference to the business thereof, and to prepare a bal- ance sheet and abstract of the aifairs of the Company and submit the same to the Board as soon after the close of the financial year as pos- sible, together with such suggestions or recommendations as they may think fit. CHANGING BY-LAWS. 28. That the Board may from time to time repeal, amend and re-en- act these by-laws, but such change, unless in the meantime confirmed at a general meeting duly called for the purpose, shall only have force until the next annual meeting of the Company, and if not confirmed thereat, shall from that time only cease to have any force. CHAPTER 178. All Act respecting tlie Changing of the Names of Incorporated Companies. HER MAJESTY, l»y and with the advice and consent of the Legislative Assembly of ^^e Province of Ontario enacts as follows : — 1. Where an incorporated company within the legisla- tive authority of the Legislature of this Province, whether incorporated under a special or general Act, is desirous of changing its name, the Lieutenant-Governor, ujion being satisfied that the company is in a solvent condition, that the change desired is not for any impropei- purpose, and is not otherwise ol>jectionable, and that the notice hereinafter pro- vided for has been dul}' given, may, by Order in Council, change the name of tlic company to some other name set forth in the said order. 2. When the aj)plicants are a trading corporation or a company carrying on business for profit, the company shall give at least four weeks' ])rrvious iiotifc in the fhtiario Oazf'ttc and in some newspapi-r published in the locality in which the operations of the company are cairietl on, of the intt-ntion to apply for the change of name, aiel sluill state the name ]iropose<l to bi- aiJoptiMl. Jl. In case the pro|ios(!d new name is considered objec- tionable, the Li(Mitfniint-(J()Vernor in ( 'onncil may, if he thinks fit, change ihi- naim- of the (•oni]>any to some other unobjectionable naiii'- without if(|iiiiing any further notice to be given. 4. Where tin- name of some lorality in the i'ro\ince of Ontario constitutes part of the name of any company incor- ])()rnii'A by letters pab-nt \»-i'<)r*', the .SOth day of .March, 1885, Huch company may aj»ply to tin; Lieut(!nant-( ioV(;rnor in CHANGING NAMES OF COMPANIES. 95 Council to amend their name by striking out the name of such locality, and such amendment may be made without the publication of any notice in all cases where the name of such locality does not form an essential part of the name of the company. 5. The change of name shall be conclusively established by the insertion in the Ontario Gazette of a notice thereof by the Provincial Secretary. 6. No contract or engagement entered into by or with the company, and no liability incurred by it shall be affected by the change of name ; and all actions commenced by or against the company prior to the change of name may be proceeded with against or by the company under its former name. 7. This Act shall extend to any company incorporated under The Ontario Joint Stock Companies' Letters Patent Act, if such company has made or makes an application hereunder, and shall also extend to every corporation ag- gregate within the legislative authority of the Legislature of this Province, except a municipal corporation or other cor- poration of a like nature. CHAPTER 183. An Act respecting the winding up of Joint Stock Companies. Shokt TULE, 8. 1. Api'LIcation of Act, s. 2. Intkhi-kktation, 8. 3. When t'oMPANY may be wolxd DP, 88. 40. ReGISTKATION of WlXDlNG UP Order or Resolution, s. 7. con-seyuexces ok commenc'inc; to WINK UP, 8. 8. Liquidators, bs. 9-13, 19. LlAHILITV OF fONTRIBUTORIE.S, 88. 14-lH. Expenses, 88. 20, 21. .^IEETI^■^iS OFCONTKI»UTOKIES,8.22. i Applications to court, 88. 23-30. Matters of practice, ss. 31-39. DiSWOLUTION OK ('OMPAMES, 88. 40 44. Rules, a. 45. Application ok sects. 47-5G, s. 40. Resolutions for dlstribution of assets or reduction of capi- tal, 68. 47-50. Liability ofoHicers for payraenta made under resolution, s. 51. Liability of shareholders for money received, s. 52. Restriction as to insurance com- panies, 8. 53. Resolution for reduction of shares not to atlect amount remaining unpaid thereon, s. 54. Notice of reduction of shares, ss. 55, 5G. HKJt -MAJESTY, by and witli the advice and coii-sent of the Legishitive Assembly of the Province of Ontario, enact.s as follows : — I. Thi.s Act may Ijc cited a.s "The Juint Stock Com- ■panlcH Whidiiifj-up Act." *-i. Til is Act shall apply to all incorporated companies or arthociations incoijxjiated l»y the Le;,dslature of this Pro- vince, i)V under the authority of any Act of this I'rovince, and to all coinpanie.s and a.sHoeiation.s which weni incorpor- ated by the Parliament of the Province of Upper Canadji, or of the Province of < 'anada, fir nnder the authority of any Art of the Piovinee of < 'jina<lii, wIiohc iru'orj)oration and the aflairs thereof, in tlit- |»articulars hereinafter mentioned, nvo. .lubject to the legi.siativtj juithority of this i'rovince. WINDING UP OF COMPANIES. 97 :i. Where the words following occur in this Act they shall be construed in the manner hereinafter mentioned, un- less a contrary intention appears : (1) " Court" means any ('ounty Court ; and any Judge of a County Court may at any time exercise all the powers con- ferred by this Act upon the Court ; (2) " Contributory" means every person liable to con- tribute to the assets of a company under this Act, in the event of the same being wound up : it shall, also, in all pro- ceedings prior to the final determination of such persons, in- clude any person alleged to be a contributory ; (3) If a contributory dies either before or after he has been placed on the list of contributories hereinafter men- tioned, his personal representatives, heirs and devisees shall be liable in due course of ad ministration to contribute to the assets of the company in discharge of the liability of such deceased contributory, and such personal representatives heirs, and devisees shall be deemed to be contributories ac- cordingly ; (4) " Extraordinary resolution" means a resolution passed by a majority of not less than three-fourths of such members of the company, for the time being entitled to vote, as may be present in person, or by proxy (in cases whereby the Act or charter or instrument of incorporation or the regulations of the company proxies are allowed), at any general meeting of which notice specifying the intention to propose such re- solution has been duly given ; (5) " Special resolution" means a resolution passed in the manner necessary for an extraordinary resolution, where the resolution after having been so passed as aforesaid has been confirmed by a majority of such members (entitled according to the Act, charter or instrument of incorporation or the re- gulations of the company to vote) as may be present, in person or by proxy, at a subsequent general meeting of which notice has been duly given, and held at an interval of not less than fourteen days, or more than one month from the date of the meeting at which the resolution was first passed. 98 JOINT STOCK companies' MANUAL. 4. A company may be wound up under this Act : (1) Wliere the period, if any, fixed for the duration of the company by the Act, charter or instrument of incorpor- ation has exjtired ; or where the event (if any) has occurred, upon the occurrence of which it is provided by the Actor charter or instrument of incorporation that the company is to be dissolved and the company in general meeting has passed a resolution requiring the company to be wound up ; (2) Where the company has passed a special resolution (as hereinbefore defined) requiring the company to be wound up; (3) Where the company (though it may be solvent ns re- spects creditors) has passed an extraordinary resolution (as liereinbefore defined) to the effect that it has been proved to their satisfaction that the company cannot b^' reason of its liabilities continue its business, and tliat it is advisable to wind up the same. a. Where no such resolution has been passed as mentioned in tlie next preceding section, the Court may, on the ap- pliciition of a contributory, make an order for winding up, in case the Court is of opinion that it is just and equitable that the ('(jinpany should V)e wound uf). O. A winding up shall bu deemetl to commence at the time of the [)as9ing of the resolution authorizing the wind- ing up, or of making the order directing the winding up. 7. A copy of the resolution or older for winding up, cer- tified by the li(|ui«lHtor, may be registered in the registry oftice of any rejiistry division wlienin the company nia}' liave any n-al estate ; the resolution oi- order .shall \m ac- compunifd by a description of the real estate lieloiigiiig to the comjmtiy in the registry division, an^i entified by the liqui<latr)r to be a coirect description ; and the rej^istiar shall register the oriitT and description npon pavnii-nt to liiin of a fee of ? I H. The following conse«juences shall ensue upon the com- meneoment of the windin;/ up of ;i coinpany iinijei' tin- auth- ority of this Act : WINDING UP OF COMPANIES. 99 (1) The company shall, from the date of the commence- ment of the winding up, cease to carry on its business, ex- cept in so far as may be required for the beneficial winding up thereof; and any transfers of shares, except transfers made to or with the sanction of the liquidators, or an}' alter- ation in the status of the members of the company, after the commencement of the winding up, shall be void, but the corporate state and all the corporate powers of the company shall, notwithstanding it may be otherwise provided by the Act, charter, or instrument of incorporation, continue until the affairs of the company are wound up. (2) The property of the company shall be applied in satis- faction of its liabilities, and subject thereto, and to the charges incurred in winding up its affairs, shall (unless it is otherwise provided by the Act, charter, or instrument of incorporation) be distributed amongst the members according to their rights and interests in the company. (3) Liquidators shall be appointed for the purpose of winding up the affairs of the company and distributing the property. (4) The company, in general meeting, shall appoint such persons or person as the Company thinks fit to be liquida- tors or a liquidator, and may fix the remuneration to be paid to them or to him, and they shall give such security as the contributories or the Court may determine. (5) If one person only is appointed, all the provisions herein contained in reference to several liquidators shall ap- ply to him. (6) Upon the appointment of liquidators, all the powers of the directors shall cease, except in so far as the company in general meeting, or the liquidators, may sanction the con- tinuance of such powers. (7) Where several liquidators are appointed, every power hereby given may be exercised by such one or more of them as may be determined at the time of the appointment, or at a subsequent meeting, or, in default of such determination, by any number not less than two. 100 JOINT STOCK companies' MANUAL. (8) The contributories may at any ineetin*,' appoint one or more inspector or inspectors, to superintend and direct the proceedings of tlie liquidator in the management and wind- ing up of the estate ; and in case of an inspector being ap- pointed, all the powers of the liquidator shall be exercised Subject to the advice and direction of the insj^ectors ; and the contributories may also at any subsequent meeting held for that purpose, revoke any such appointment ; and upon such revocation, or in case of death, resignation or absence from the Province of au inspector, may appoint another in his stead ; and such inspector may be paid such remuneration as the contributories may determine ; and where anything is allowed or directed to be done by the inspectors, it may or shall be done by the sole inspector, if only one has been ap- pointed. (9) The contributories may, at any meeting, pass any resolution or order, directing the liciuidator how to dispose of the property, real or personal, of the company ; and in de- fault of their doing so, the lit|uidator shall be subject to the directions, orders and instructions which he from time to time receives from the inspectors, if any, with regard to the mode, terms and conditions on which he may dispo.se of the whole or any part of the property of the company. 9. The liquidator may be described in all proceedings by the style of "A.B., the licjuidatorof " (the pa it h:ular company in respect of ivhirh. fie in appointed), and shall have power to do the following things: (1) To bring or defend any action, or other legal proceed- ing in the name, and on behalf of the company ; (2) To <-arry on tlu' busint'ss of the company so fur as may be necessary for tin; beneficial winiling up of the same; ('i) To sell the real and personal property of the company by pul>lic auction or private contract, according to the ordin- ary mode ill which such sales aro made, with jiowei- to trans- fer the wliole property to any peison or comj)any, or to sell the same in parc<!ls, and on such terms as shall .seem most advantageous ; but no .sale of the aiwietH en blue shall be made WINDING UP OF COMPANIES. 101 without the previous sanction of the eontributories given at a meeting called for that purpose ; (4) And in case, after having acted with due diligence in the collection of the debts, the liquidator finds that there re- main debts due, the attempt to collect which would be more onerous than beneficial to the estate, he shall report the same to the eontributories or inspectors (if any) ; and with their sanction, he may sell the same by public auction after such advertisement thereof as they may order ; and pending such advertisements, the liquidator shall keep a list of the debts to be sold, open to inspection at his ofiice, and shall also give free access to all documents and vouchers explanatory of such debts; but all debts amounting to more than Si 00 shall be sold separately, except as herein otherwise provided ; (5) To draw, accept, make and endorse any bill of ex- change or promissory note in the name and on behalf of the company ; and to raise upon the security of the assets of the company, from time to time, any requisite sum or sums of money ; and the drawing, accepting, making or endorsing of such bill of exchange or promissory note on behalf of the company, shall have the same effect, with respect to the lia- bility of the company, as if such bill or note had been drawn, accepted, made or endorsed by or on behalf of the company in the course of carrying on the business thereof; (6) To take out, if necessary, in his official name, letters of administration to any deceased contributory; and to do in his official name any other act which may be necessary for obtaining payment of any money due from a contributory or from his estate, and which act cannot be conveniently done in the name of the company ; and in all cases where he takes out letters of administration, or otherwise uses his official name, for obtaining payment of any money due from a con- tributory, such money shall, for the purpose of enabling him to take out such letters or recover such money, be deemed to be due to the liquidator himself ; (7) To execute in the name of the company all deeds, re- ceipts and other documents ; 102 JOINT STOCK, companies' MANUAL. (8) And to do and exercise all other acts and things that may be necessary for the winding up of the aifairs of the company and the distribution of its assets ; and for such pur- poses to use when necessary the company's seal. lO. — n The liquidator may fix a certain day or certain days on or within which creditors of the company and others havinir claims thereon are to send in their claims. (2) Where a li([uidator has given such or the like notices of the .said <lay, as in administration proceeilings would be given by the High Court, for creditors and others to send in to an executor or administrator their claims against the estate of a testator or intestate, the liquidator shall, at the expiration of the time named in the said notices, or the last of the said notices, for sending in such claims, be at liberty to distribute the assets of the company, or any part thereofi amongst the parties entitled thereto, having regard to the claims of which the rKjuidator has then notice ; and the liquidator shall not be liable for the asset.s, or any part there- of, so distributed to any person of whose claim such li([ui- dator had not notice at the time of distriiniting the .said assets, or a part there(.)f, as the case may be ; but nothing in thi.s Act contained shall prejudice the right of any creditor or claimant to follow assets into the hands (jf the person who may have received tlu.' same. {Priority of WageM or Salary. See Cap. 127, «. 2.] II. The li(|uidators may, with the .sanction of an extraor- dinary n-'.sidution of tin- company, make such conqtromise or otlmr arrangement a.s the rnpiidators deem cxpi-dicnt, with any creditors, or persons claiming to lio creditor,"!, or persons having or alleging to have any < laim, present or future, cer- tain or contingent, aHcertained or sounding only in damages, a'mirj.st the; conjpany, or whereby the conqmny may be ren- dered liable. i!2. The li(|uidator.s may, with the sanction of ai' extraor- dinary rcHolution of the eom|iany, (!onq)romi.se all calls and liabilities to calls, delits, and liabilities cnpabh; of.nssulting in tlebU, and all claims, wlu;ther present or future, certain or contingent, a-scertained or .sojinding only in damages, sub- WINDING UP OF COMPANIKS. 103 sisting or supposed to subsist between the company and any contributory or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets of the company or the winding up of the company, upon the receipt of such sums, payable at such times, and generally upon such terms, as may be agreed upon ; with power for the liquidators to take any security for the discharge of such debts or liabilities, and to give a complete discharge in respect of all or any such calls, debts or liabilities. 13. — (1) Where a company is proposed to be or is in the course of being wound up, and the whole or a portion of its business or property is proposed to be transferred or sold to another company, the liquidators of the first mentioned com- pany, with the sanction of a special resolution of the com- pany by whom they were appointed conferring either a gen- eral authority on the liquidators, or an authority in respect of any particular arrangement, can receive, in compensation or in part compensation for such transfer, or sale, shares or other like interest in such other company, for the purpose of distribution amongst the members of the company which is being wound up, or may, in lieu of receiving cash, shares or other like interests, or in addition thereto, participate in the profits of or receive any other benefit from the purchasing company. (2) Any sale made or arrangement entered into by the liquidators in pursuance of this section shall be binding on the members of the company which is being wound up, sub- ject to the proviso, that if any member of the company which is being wound up, who has not voted in favor of the special resolution passed by the company of which he is a member, at either of the meetings held for passing the same, ex- presses his dissent from any such special resolution, in writ- ing, addressed to the liquidators or one of them, and left at the head office of the company not later than seven days after the date of the meeting at which such s[)ecial resolu- tion was passed, such dissentient member may require the liquidators to do one of the following things as the liquida- lot .101 NT STOCK COM PAN I KS' MANUAL. toi-s may prefer, that is to say, either (a) to abstain from carrying such resolution into effect, or (b) to purchase the in- terest held by such dissentient member, at a price to be de- termined in manner hereinafter mentioned, such purchase- money to be paid before the company is dissolved, and to be raised by the li(iuidators in such manner as may be deter- mined by special resolution. (3) No special resolution shall be deemed invalid for the purposes of this section by reason that it is j)assed antece- dently to or concurrently with any resolution for winding up the company, or for appointing liquidators, (4) The price to be paid for the purchase of the interest of any dissentient member may be determined by agreement ; but if the parties dispute about the same such dispute shall be settled by arbitration. (o) For the purposes of the arbitration the liijuidator shall appoint one arbitrator, and the dissentient member shall appoint another, and the two arbitrators thus chosen (or in case they disagree, the County Judge) shall a])point a third arbitrator. C6) The arbitrators thus chosen or any two of them, or the arbitrator of one party and an arbitrator aj)pointcd by the County Judge in the ca.se of the refu.sal or neglect of either party U) appoint an arbitrator) shall finally determine the nmtter in dispute. (7) In case of the di.sagreejneiit of two arl)itrator.s, whei"e two only are acting, they may appoint an umpire, whose award shall be coiiclusive. II- M) As soon as may be after the commencement of till- winding uj) of a company, the lit|uidaLor shall settle a list of contributories. (2) Kvery sharehohhr or nujmlx'r of the comitany or his representative is liable to contribute the anioiint unjiaid on hiH Hhure.H of the capital, oi- on his liulpility to the t<iiii|)imy or to its irn;mb(!rH or creditors, as the CAse may be, under the Act, charter, '>r instrument of incorporation of the company ; and the aujount which he is liable to contribute shall be deemed a88CtH of the c(Hn|.any, ;iii<l to be a <lelit flue to the WINDING UP OF COMPANIES. 105 company payable as may be directed or appointed under this Act. (3) Where a shareholder has transferred his shares under circumstances which do not by law free him from liability in respect thereof, or where he is by law liable to the com- pany or its contributories or any of them, to an amount be- yond the amount unpaid on his shares, he shall be deemed a member of the company for the purposes of this Act, and shall be liable to contribute as aforesaid to the extent of his liabilities to the company or the contributories independent- ly of this Act, and the amount which he is so liable to con- tribute shall be deemed assets and a debt as aforesaid. (4) The list of contributories shall distinguish between persons who are contributories as being representatives of or liable for others. (5) It shall not be necessary where the personal repre- sentative of a deceased contributory is placed on the list to add the heirs or devisees of such contributory ; nevertheless such heirs or devisees may be added at any time afterwards. (6) Any list so settled shall be prima facie evidence of the liability of the persons named therein to be contribu- tories. 15. — (1) The list of contributories may be settled by the Court, in which case the liquidator shall make out and leave at the chambers of the Judge a list of the contributories of the company ; and such list shall be verified by the aflidavit of the liquidator, and shall, so far as is practicable, state the respective addresses of, and the number of shares or extent of interest to be attributed to each such contributory, and distinguish the several classss of contributories ; and the list may from time to time, by leave of the Judge, be varied or added to by the liquidator. (2) Upon the list of contributories being left at the cham- bers of the Judge, the liquidator shall obtain an appointment for the Judge to settle the same, and shall give notice in writing of the appointment to every person included in the list, and stating in what character, and for what number of shares, or interest, such person is included in the list ; and in 100 JOINT STOCK COMPANIES MANUAL. case any variation in or addition to the list is at any time made by the liquidator, a similar notice in writing shall be given to every person to whom the variation or addition ap- j)lies. All such notices shall be served four clear days before the day appointed to settle such list, or such variation or addition. (3) The result of the settlement of the list of contributories shall be stated in a certificate by the clerk of the Court; and certificates may l»e made from time to time for the purpo-se of stating the result of the settlement down to any particular time, or to any particular person, or stating any variation of the list. 16. If a person made a contributory as personal represen- tiitive of a decea.sed contributory makes default in jiaying any sura to be paid by him, proceedings may be taken for administering the estate of the deceased contributory, and for compelling payment thereout of the money due. 17. The li(juidators may, at any time and before they have ascertained the sufficiency of the .'us.sets of the company, call on all or any of the contributories, for the time being settled on the list of contributories, to pay, to the extent of tlieir liability, all or any sums the liquidators deem necessary to satisfv the debts and liabilities of the company, and the costs, charges and expenses of winding it up, and for the adjust- ment of the rights of the contributories amongst them.selves ; and the li(|uidat(ji-s may, in making a call, take into consid- eration th(,' ]ir<jlial)ility that some of the contriliutories upon whom th(! call is made, may partly or wlioUy tail to pay their rt'sjiective porti(jns o\ the same. IH, Where a ])er.s(jn's name is on the list of contributories or is liable to be j)laced thereon, he .shall be subject in respect of his liability, and on the application of the liq\iidator, to ar- rest and imjirisonment, lik«! any other debtor; and he shall for that purj»oHe be deemed a debtor to the company, ancl a debtf)r to th(' li(juidator, and his arrest may be \>y an order of the County Ojiirt Judge, whether the amount of his liabil- ity exceeds or nf>t the ordinaty jurisdiction of the. said <'ourt ; and his being plae(!d on tin- li-^t of (•oiitril'nlori<;s undci- this WINDING UP OF COMPANIES. 107 Act shall be deemed a judgment, and the liquidator shall be deemed a creditor, within the meaning of The Act respecting Arrest and Imprisonment for Debt ; and the said persons shall respectively have the same remedies, and the County- Court and Judges and the officers of justica shall in such cases have the same powers and duties (as nearly as may be), as in corresponding cases under the said Act. 19. — (1) No liquidator shall employ any counsel, or soli- citor, without the consent of the inspectors, or of the contri- butories. (2) No liquidator or inspector shall purchase, directly or indirectly, any part of the stock in trade, debts or assets of any description of the estate. (3) The liquidator shall deposit at interest in some char- tered bank to be indicated by the inspectors or by the Court, all sums of money which he may have in his hands, belong- ing to the company, whenever such sums amount to $100. (4) Such deposit shall not be made in the name of the liqui- dator generally, on pain of dismissal ; but a separate deposit account shall be kept for the company of the moneys belong- ing to the company, in the name of the- liquidator as such, and of the inspectors (if any) ; and such moneys shall be withdrawn only on the joint cheque of the liquidator and one of the inspectors, if there be any. (5) At every meeting of the contributories, the liquida- tors shall produce a bank pass-book, shewing the amount of deposits made for the company, the dates at which the de- posits were made, the amounts withdrawn and dates of such withdrawal ; of which production mention shall be made in the minutes of the meeting, and the absence of such mention shall be privia facie evidence that the pass-book was not produced at the meetings. (6) The liquidator shall also produce the pass-book when- ever so ordered by the Court at the request of the inspectors or a contributory, and on his refusal to do so, he shall be treated as being in contempt of Court. (7) Every liquidator or inspector shall be subject to the summary jurisdiction of the Court in the same manner and 108 JOINT STOCK companies' MANUAL. to the same extent as the ordinary officers of the Court are subject to its jurisdiction ; and the ])erfonnance of his duties may he compelled, and all remedies sought or demanded for enforcing any claim for a debt, privilege, mortgage, lien or right of property upon, in, or to any effects or property in the hands, possession or custody of a liquidator, may be ob- tained by an order of the Court on summary petition, and not by any action, attachment, seizure or other proceeding of any kind whatever ; and obedience by tlie licjuidator to such order may be enforced by the Court under the })enalty ol imprisonment, as for contempt of Court or disobedience thereto ; or he may 1)6 removed in the discretion of the Court. !jO. All costs, charges and expenses properly incurred in the voluntary winding-up of a comjian}^ including tlie re- muneration of the li(juidators, shall be payable out of the assets of the company in priority to all other claims. 21. In case of there being no agreement, or provision fix- in"" the remuneration of a li(juidator, he shall be entitled to a commission on the net })roceeds of the estate of the com- pany of every kind, after deducting expenses and disburse- ments, such commission to be of live per cent, on the amount realized, not exceeding .i?l,00(), the further sum of two and a half per cent, on the amount realize<l in excess of Si ,000, and not exceeding SS.OOO, and a fuither sum of one and a (|uar- ter ])or cent, on the amount realized in excess of So.OOO ; wbich said commission shall be in lieu of all fees and charges for his services. *22. — (Ij If a vacancy in the oflice of rK|iiida(orsa])point- cd l>y th«; company, (jerurs by death, lesignation oi' otlier- wi.se, a general meeting for tlic purpose of filling up the va- cancy may be convened by tlie continuing liipiidators, if any, or if none, tlien by any contributory of the company. {'!) The li(|uidatorH njay iVom tiuio to time, during tlio continuance of the winding up, sunnnon general meetings of tlie company for the purpo.se of obtaining the sanction of the company by special le.solution, or extraonlinary resolution, or for any other purjioses they think fit. WINDING UP OF COMPANIES. 109 (3) In the event of the winding up continuing for more than one year, the liquidators shall summon a general meet- ing of the company at the end of the first year, and of each succeeding year from the commencement of the winding up, or as soon thereafter as may be convenient ; and shall lay before the meeting an account, shewing their acts and deal- ings, and the manner in which the winding up has been con- ducted during the preceding year. (4) The liquidator shall also call meetings of the contri- butories whenever required in writing so to do, by the in- spector or five contributories, or by the Court, and he shall state succinctly in the notice calling any meeting the pur- pose thereof. (5) The contributories may, from time to time, at any meeting, determine where subsequent meetings shall be held . and in the absence of such a resolution all meetings of the contributories shall be held at the oflfice of the liquidator or of the company, unless otherwise ordered by the Court. (6) Notice of any meeting shall for the purposes of this Act be deemed to be duly given, and the meeting to be duly held, whenever the notice i? criven and meetingfheld in man- ner prescribed by the Act, charter or instrument of incor- poration or by the regulations of the company, or by the Court ; or (7) Notice of the meeting may be given by publication thereof for at least two weeks in the Ontario Gazette, or by such other or additional notices as the Court, or the inspector or the company may direct, and by also, except where the Court otherwise directs, addressing notices of the meeting to the contributories within the Province, and to the repre- sentatives, within the Province, of contributories who reside out of the Province ; and the notices shall be posted at least ten days before the day on which the meeting is to take place, the postage being prepaid by the liquidator. (8) No contributory shall vote at any meeting unless pre- sent personally, or represented by some person having a written authority (to be filed with the li([uidator) to act on his behalf at the meeting, or generally ; and when a poll is 110 JOINT STOCK companies' MANUAL. taken reference shall be had to the number of votes to whioh each member is entitled by the Act, charter or instrument of incorporation or the regulations of the company. *23. — ;1) The liquidators or any contributory of the com- pany may apply to the Court to determine any question arising in the matter of the winding up ; or to exercise all or any of the powers following; and the Court, if satisfied that the determination of the question, or the required exercise of power, will be just and beneficial, may accede wholly or partially to the application, on such terms and subject to such conditions as the Court thinks tit ; or it may make such other order on the application as the Court thinks just. (2) The ( 'ourt, at any time after the presenUition of a petition for winding up a company and before making an order for winding up the company, may restrain further pro- ceedings in any action or proceeding against the company (other than un<ler the Insolvent Acts in force at the time, or any other authority with which this Legislature has nojuris- diction) in and upon such terms as the Court thinks tit. (3) The ('ourt may make an order that no action or other proceeding shall be proceeded with or commenced against the con)pany except with the leave of the Court, and subject to .such terius as the Couit may impose ; Viut this sub-section does not apply to proceedings under ;iiiy Act of the Parlia- ment of Cana<la under its jurisdiction iti matters of bank- ruptcy and insolvency or otherwise ; a copy of such order whall forthwith be advertised as the Court may direct. (4j The Court may s«'ttle the list of contributories. (5) The Court may (liivct meeti^igs of the contributories to be MUiiiiiiontMi, held and conducted in stu^h maniUM- as the Court thinks lit, for thu purj)ose of ascertaining their wisjios, and infiv appoint a person to act as chniinian nf any such meeting and to report th*; result of such meeting to the Court. (6) The < 'ourt ni;iy ri<niiic any conl i ibntmy f'T the time being Hottlcd on the lint of eontributorits, or any trustee, re- ceiver, banker, or agent or oflicer of the company, to pay, deliver, convey, surrender or transfer forthwith, or within WINDING UP OF COMPANIES. Ill such time as the Court directs, to or into the hands of the liquidator, any sum or balance, books, papers, estate, or effects which happen to be in his hands for the time being, and to which the company is 'prima facie entitled. (7) The Court may make an order on any contributory for the time being settled on the list of contributories, di- recting payment to be made, in manner in the order men- tioned, of moneys due from him or from the estate of the person whom he represents, to the company, exclusive of moneys which he or the estate of the person whom he re- presents may be liable to contribute by virtue of any call made or to be made by the Court in pursuance of this Act. (8) The Court may order any contributory, purchaser or other person from whom money is due to the company to pay the same into any bank appointed for this purpose in any general order made under this Act, or in default of such bank into a bank named in the order, or into a branch of such bank, to the account of the official liquidator instead of to the official liquidator, and the order may be enforced in the same manner as if it had directed payment to the official liquidator. (9) An order made by the Court in pursuance of this Act upon any contributory shall, subject to the provisions herein contained for appealing against such order, be conclusive evidence that the moneys, if any, thereby appearing to be due, or ordered to be paid, are due ; and all other pertinent matters stated in the order are to be taken to be truly stated, as against all persons, and in all proceedings whatso- ever, with the exception of proceedings taken against the real estate of any deceased contributory, in which case the order shall only be prima facie evidence for the purpose of charging his real estate, unless his heirs or devisees were on the list of contributories at the time the order was made. (10) The Court may make such order for the inspection by the creditors and contributories of the company of its books and papers as the Court thinks just ; and any books and papers in the possession of the company may be in- 112 JOINT STOCK companies' MANUAL. spected in conformity with the order of the Court, but not further or otherwise. (11) The Court may, at any time after the commencement of the winding up of the company, summon to appear before the Court or liquidator any othoer of the company, or any other pei*son known or suspected to have in his possession any of the estate or effects of the company, or supposed to be indebted to the company, or any person wliom the Court may deem capable of giving information concerning the trade, dealings, estate or effects of the company; and incase of refusal to appear or answer the questions submitted, he may be committed and punished Ijy the Judge as for a contempt. (12) The Court may require any such officer or person to produce any books, papers, deeds, writings, or other docu- ments in his custody or power relating to the company. (13) If any person so summoned, after being tendered the fees to which a witness is entitled in the County Courts, re- fuses to come before the Court or liquidator at the time ap- jwintc'd, having no lawful iinj)ediment, the Court may cause auch person to be apprchcn<le<l, and brought before the Court or litjuidator for examination. (14) The Court or licjuidator may examine, upon oatli, any person appearing, or Ijrought before thera in the manner aforesaid, concerning the affairs, dealings, estate or effects of the company, antl may reduce into writing the answers of every aucii person, and recpure him to suljscribe the same. dSj In any proceeding imder this Act, the Court may order a writ of subjvrna ad tedijicanduhi, or of suhp(vna iluce.H tecum to issue, commanding the attendance as a wit- neHH of any person within tlu; limits of Ontario. (10) Whore any person claims a lien on papers, deeds, or writings or doeuiiifnts jnoibiced l>y him, sucli jjroduction shall be without prejiidii-i; to the lien ; and tluj (Jourt shall have juri.sdiction in the winding up to deteiiniiif ;ill (|ues- tions relating to such lien. (17) Where in the course of winding up a coinpany under this Act, it appears that any past or present director, man- WINDING UP OF COMPANIES. 113 ager, official or other liquidator, or any officer of the com- pany has misapplied, or retained in his own hands, or be- come liable or accountable for moneys of the company, or been guilty of any misfeasance or breach of trust in relation to the company, the Court may, on the application of a liquidator, or of any contributory of the company, notwith- standing that the offence is one for which the offender is criminally responsible, examine into the conduct of such dir- ector, manager, or other officer, and compel him to repay the moneys so misapplied or retained, or for which he has be- come liable or accountable, together with interest after such rate as the Court thinks just, or to contribute such sums of money to the assets of the company by way of compensation in respect of such misapplication, retainer, misfeasance, or breach of trust, as the Court thinks just. 24. If at any time a contributory desires to cause any proceeding to be taken which, in his opinion, would be for the benefit of the company, and the liquidator, under the authority of the contributories or of the inspectors, refuses or neglects to take such proceeding, after being duly re- quired so to do, the contributory shall have the right to ob- tain an order of the Court authorizing him to take such pro- ceeding in the name of the liquidator or company, but at his own expense and risk, upon such terms and conditions as to indemnity to the liquidator, as the CouA may prescribe • and thereupon any benefit derived from such proceeding shall belong exclusively to the contributory instituting the same, for his benefit and that of any other contributory who may have joined him in causing the institution of such pro- ceeding ; but if, before such order is granted, the liquidator shall signify to the Court his readiness to institute such pro- ceeding for the benefit of the company, an order shall be made prescribing the time within which he shall do so and in that case the advantage derived from such proceeding* shall appertain to the company. 2«5. — (1) If a vacancy in the office of liquidator appoint- ed by the company occurs by death, resignation or otherwise, the company in general meeting may fill up such vacancy. 114 JOINT STOCK companies' MANUAL. (2) If from any cause there is no li(|uidator acting, either provisionally or otherwise, the Court may on the application of a contributory, appoint a liquidator or li([uidators. (3) The Court nuiy also on due cause shewn, remove a liquidator, and appoint another liquidator. (4;) When there is no licjuidator the estate shall be under the control of the Court until the appointment of a new liquidator. • 526. — {!) Any one or more contributories whose claims in the aggregate exceed S500, who may be dissatistied with the resolutions adopted or orders made by the contributories or the inspectors, or with any action of the licjuidator for the dispo.sal of the property of the company, or any part there- of, or for postponing the dispo.sal of the same, or with re- ference to any matter connected with the management or winding up of the estate, may, within four clear days after tliu meeting of the contributories in case the subject of dis- satisfaction is a resolution or order of the contributories, or within f(jur clear days after becoming aware or having notice of the resolution of the inspectors or action of the licjuidator where such resolution or action is the subject of dis.satisfac- tion, give t<j the liquidator notice that he or they will apply to the Court, on the day and at the hour fixed by such notice (and not being later than four clear days after such notice has been given), or as soon thereafter as the parties may be heard before the Court, to rescind such resolutions or ordcr.s. (2) The Court, after hearing the inspectors, the licpiidators and cr>iitril»uturie.s jHe.sent at tlio time and j)lace so fixed, may approve, resciri<l or moilif\- the saiil resolutions or orders. (3) In case of the application i)eing refu.scd the j)arty ap- plying shall pay all costs occasioned theriiby, anil in other cases the costs and expen.scs shall be in the discretion of the <^^)urt. *i7. — (i) Any party who is di.ssatiwficMl with any order or •Ifctision of tin' Court in any proceeding under this Act, may appejil therefrom to th<! ( 'ourt of Apj)eal, or to any one of the Judges of the .said (Joint ; but any appeal to a single WINDING UP OF COMPANIES. 115 Judge may, in his discretion, be referred, on a special case to be settled, to the full Court, and on sucii terms in the mean- time as he may think necessary and just. (2) No such appeal shall be entertained unless the appel- lant has, within eight days from the rendering of such final order or judgment, taken proceedings on the said appeal, nor unless within the said time he has made a deposit or given security, to the satisfaction of a Judge, that he wil duly prosecute the said appeal and pay such damages and costs as may be awarded to the respondent. (3) If the party appellant does not proceed with his ap- peal, as the case may be, according to the law or the rules of practice, the Court, on the application of the respondent, may dismiss the appeal, and condemn the appellant to pay the respondent the costs by him incurred. (4) The judgment of the Court of Appeal shall be final. 28. Any powers by this Act conferred on the Court shall be deemed to be in addition to any other power, of institut- ing proceedings against any contributory, or against any debtor of the company for the recovery of any call or other sums due from such contributory, or against any debtor of the company, for the recovery of any call or other sum due from such contributory or debtor, or his estate, and such proceedings may be instituted accordingly. 29. All orders made by the Court may be enforced in the same manner as orders of such Court made in any action pending therein, or as orders of the Court under the Insol- vent Acts in force at the time may be enforced ; and for the purposes of this part of the Act, the County Courts and the Judges thereof shall, in addition to their ordinary powers, have the same power of enforcing any orders made by them as the High Court has in relation to matters within the jurisdiction of that Court ; and for the last-mentioned pur- poses the jurisdiction of the County Court Judge shall be deemed to be co-extensive in local limits with the jurisdic- tion of the High Court. 30. The various County Courts of the Province, and the Judges of the said Courts respectively, shall be auxiliary to 11 G JOINT STOCK COMPANIES MANUAL. one another for the purposes of this Act ; and the winding up of a company, or any matter or jirocecding relating thereto, may be transferred from one County Court to another with the concurrence, or by the order or orders, of the two Courts, or by an order of a Judge of the Court of Ajipcal. 31. Where an order made by one Court is required to be enforced by anotlier Court, an office copy of the order so made, certified by the clerk of the Court which made the same and under the seal of such Court, shall be produced to the proper officer of the Court rc<|uired to enforce the same, and the production of such copy shall be sufficient evidence of the order having been made ; and thereupon such last mentioned Court shall take such steps in the matter as may be requisite for enforcing such order in the same manner as if it were the order of the Court enforcing the same. 32. — (1) Any application to the Court for v/inding up of a company under this Act shall be by petition ; and the petition may be presented by the company, or by any con- tributory or contributorics of the company. ('1) Upon liearing the petition the Court may dismiss the same, with or without co.sts, or may :i(ljourii the hearing conditionally or unconditionally, and may make an interim order, or any other order that it fieems just. 33. The ( 'oiiit at any timi' after an order has been made for winding up a company, may, \\\nm the application by motion of any coutrilnitory, and upcjn proof to the satisfac- tion of the Court that all proceedings in relation to the winding uj) ought to be stayed, make an order staying the same, either altogether or for a limited time, on such terms and siilijeet to such (romlitions as the Court deems fit. 81. 'i'lie rules of jtiocrduie for the time being jus to aiiieii'iinentH of j)leadiiigs and proceedings in the ( 'ounty ( 'ourt, shall as far as pract ieable, ajipiy to all pleadings and proceedingH under this Act; and any ( 'omt or liquidator Ijefore whom sMch proceedings arc being carried on shall have full p(jwer an<l authority to apply the appro})iiate rules aH to amendments to the proceedings .so j»ending be- WINDING UP OF COMPANIES. 117 fore him ; and no pleading or proceeding shall be void by reason of any irregularity or default which can or may be amended or disregarded under the rules and practice of the Court. 35. In every petition, application, motion or other plead- ing or proceeding under this Act, the parties may state the facts upon which they rely, in plain and concise language ; and to the interpretation thereof, the rules of construction applicable to such language in the ordinary transactions of life shall apply. 86. All books, accounts, and documents of the company and of the liquidator, shall, as between the contributories of the company, be prima facie evidence of the truth of all matters purporting to be therein recorded. 37. All rules, writs of subpoena, orders and warrants is- sued by any Court in any matter or proceeding under this Act, may be validl}' served in any part of Ontario upon the party affected or to be affected thereby, and the service of them may be validly made in such manner as is now pre- scribed for similar services, and the person charged with such service shall make his return thereof under oath. 38. Except when otherwise provided, four clear j uridical days' notice of any petition, motion, order or rule shall be sufficient ; and service of such notice shall be made in such manner as a .similar service in an action. 39. — (1) Any affidavit, affirmation or declaration requir- ed to be sworn or made under the provisions or for the pur- poses of this Act, may be sworn or made in Ontario, before the liquidator, or before any liquidator. Judge, notary pub- lic, commissioner for taking affidavits, or Justice of the Peace ; and out of Ontario, before any Judge of a Court of Record, any commissioner for taking affidavits to be used in any Court in Canada, any notary public, the chief municipal officer for any town or city, any British consul or vice- consul, or any person authorized by or under any Statute of the Dominion, or of this Province to take affidavits. (2) All Courts, Judges, Justices, commissioners and per- sons acting judicially, shall take judicial notice of the seal, 118 JOINT STOCK companies' MANUAL. or Stamp or signature (as the case may be) of such Court Judt^e, notary public, commissioner, justice, chief municipal officer, consul, vice-consul, licpiidator or other person' at- tached, appended or subscribed to such affidavit, affirmation or declaration, or to any other document to be used for the purposes of this Act. 40. — (1) As soon as the affairs of the company are fully wound up, the liquidator shall make up an account shewing the manner in which the winding up has been conducted, and the property of the company disposed of; and there- upon they shall call a general meeting of the company for the purpose of having the account laid before them, and hearing any explanation that may be given by the liquida- tors; the meeting shall be called by advertisement, specify- ing the time, place and object of such meeting; and the ad- vertisement shall be published one month at least previous- ly thereto. (2) The liquidator shall make a return to the Provincial Secretary of such meeting having been held, and of the date at which the same was held ; which return shall be filed in the office of the Provincial Secretary ; and on the expiration of three months from the date of the filing of such retuin, the company shall Ije deemed to be dissolved. J I. Or whenever the affairs of the company have been comj)lettjly wcjund up, the (^'ourt may make an order that the company l>e dissolved from the date of such order, and the company shall l>e dis.solved accordingly; which order shall be reported by the luiiiiflator to the Provincial Secre- ta ry 4^8. If tilt- lii|iii(lut(j|- makes default in transmitting to the Provincial SccreUiry the return mentioned in section 40, or in reporting the order fif any) declaring the company dis- solved, he shall i»e lialtlt; to a peiuilty not exceecling !?2() for every day during which Ik- is in default. 4!!. All dividends depositeil in a bank an<l ronuiining un- claitfied at the time of th(! di.ssolution of the company, shall be U'Si for tlireo years in the banU where they are de()osited, and if still unclaimed, shall then l)e paid over ly stich hank, WINDING UP OF COMPANIES. 11}) with interest accrued thereon, to the Treasurer of Ontario, and, if afterwards duly claimed, shall be paid over to the persons entitled thereto. 44. — (1) Every liquidator shall, within thirty days after the date of the dissolution of the company, deposit in the bank appointed or named as hereinbefore provided for, any other money belonging to the estate then in his hands not required for any other purpose authorized by this Act,, with a sworn statement and account of such money, and that the same is all he has in his hands ; and he shall be subject to a penalty of not exceeding $10 for every day on which he neglects or delays such payment; and he shall be a debtor to Her Majesty for such money, and may be compelled as such to account for and pay over the same, (2) The money so deposited shall be left for three years in the bank, and shall be then paid over, with interest,, to the Treasurer of the Province, and if afterwards claimed shall be paid over to the person entitled thereto. (3) Where a company has been wound up under this Act and is about to be dissolved, the books, accounts and documents of the company and of the liquidators may be disposed of in such a way as the company b}' an extraor- dinary resolution directs. (4) After the lapse of five years from the date of such dissolution no responsibility shall rest on the company or the liquidators, or any one to whom the custody of such books, accounts and documents has been commited, by reason that the same or any of them are not forthcoming to any party claiming to be interested therein, 4«5. — (1) The Board of County Judges from time to time shall make and frame and settle the forms, rules and recru- lations to be followed and observed in proceedings under this Act, and shall make rules as to the costs, fees and charges which shall or may be had, taken or paid in all such cases by or to solicitors or counsel, and by or to officers of Courts, whether for the officers or for the Crown, and b}' or to sheriffs, or other persons whom it ma}'^ be necessary to pro_ 120 JOINT STOCK companies' MANUAL. vide for, or for any service performed or work done under this Act. (2) The Board of County Judges or any tluee of thoni, shall under their hands certify to the Chief Justice of the Court of Appeal, all rules anil forms made under this Act, and the Jud<res of the said Court (of whom the said Chief Justice shall be one) may approve of, disallow, or amend any such rules or forms ; and the rules and forms so approve<l of (with or without amendment, as the case may he) shall have the same force and effect as if they had been made and included in this Act. (3) Until such forms, rules and regulations are so apjiroved, and subject to any which shall be approved, the practice under this Act shall in cases not hereinbefore provided for, be the same (as nearly as may lie), as under the Insolvent Acts for the time being in force in this Province. 40. The following .sections of this Act shall apply to every company whose incorj)oration is under the authority of the Legislature of Ontario, where the shareholders or members of the company are entitled to the profits of the business of such company. 47. Where a company has passed a sjiecial lesolution authorizing any of the acts hereinafter allowed, the dii-ectors and ollicers may act in accordance with the terms of such resolution, subject to the following provisions of this Act. 48. — (1) The company may by such resolution direct that proceedings be taken to distiiltuti' the proceeds of all tlio a-ssets of the company amongst the sharchoMfis aft it |>.'iy- ment of the del>ts of the comi>any, (•2) Or may, by such resolution, direct that proceedings bo taken to rediice tlw cajiitiil ; (a) EitlnT by paying oil" the sharrs of such persons as may <;lcct to lie paid of!" at a rate lixed by the rcMolution, or to be deteiininid in accordance witli a jtlan llKnein sjx'cified ; (h) Or by paying oil' a certain fixed j)r(j|ioilion of all the Hlmrci. WINDING UP OF COMPANIES. 121 (3) This section shall liot apply to a company the capital of which is not divided into shares. 49. — (1) The company shall thereupon give notice (Form A) of the resolution in the Ontario Gazette, and in some newspaper published in the city of Toronto, and in some other newspaper published where the chief place of- business of the company in Ontario is situate, if any newspaper is published in such place. (2) The notice shall also state that after some day to be therein named, and which shall not be earlier than three months fi om the first publication of the notice in the Gazette, the company will act upon the resolution. (3) The notice shall also call upon all creditors of the com- pany to file their claims against the company forthwith, whether sach claims are or are not then due. (4) Where the company has no place of business in On- tario, or its chief place of business is in Toronto, it will be sufficient if the notice is published in the Gazette and in one Toronto newspaper. (5) The notice shall be published in the Gazette and in each of the said newspapers (where publication in more than one is required) at least six times during the said period of three months, and in computing such six times no two pub- lications which occur in the same week shall be counted. 50. Upon the arrival of the day appointed, or so soon thereafter as conveniently may be, the officers of the com- pany may act in accordance with the terms of the resolution ; provided (1) either that the company has no creditors, and a statement (Form B) upon the oath or solemn affirmation of the chief executive officer and of the treasurer of the com- pany stating their belief of this fact, is filed with the clerk of the County or District Court of the county or district where the chief office of the company is situated ; (2) or the consent of the company's creditors to the resolution being acted upon has been procured in writing, anfl a statement under oath or solemn affirmation of the said officers, con- taining the particulars set forth in form C, is filed with the cierk. H 122 JOINT STOCK companies' MANUAL. •51. No orticer of such company shall make or authorize any payment by virtue of such resolution until one or other of the said statements has been tiled as aforesaid, or without the consent of every creditor of the company, so long as to his knowledge any debt, whether the same is due or not, or any accrued liability of the company, remains unsatisfied, and any ofiicer who violates the provisions of this section shall, besides being subject to such criminal punishment as is authorized for his ofience, be liable personally for the amount of such unsatisfied claim or accrued liability to the creditor or other person entitled to claim from the company. •1^. Every shareholder receiving moneys under such reso- hition, shall, to the extent of the moneys so received, remain liable for any debts or liabilities of the company then in fact existing, and upon the winding up of the company by judicial process, ever}' such person, his executors or adminis- trators, may be requireil to contribute to that extent towards the payment of such debts oi liabilities after the other assets of the com|)any have been exhausted, but no executor or administrator shall be held so liable unless at the time he receivas notice of the assessment he has in his hands assets applicable thereto, or subse(iuently receives such assets. •5JI. No insurance or guarantee company, or other eoni- piiny carrying on business of a like nature, shall pay ofTany part of its capital stcjck under this Act until every policy, and every instrument having the efl'ect of a )>olicy, given by the company luus exj)ired, or been terminated, and, in the ca«e of such a com])any, this fact shall be stated in the state- ment ''Form B or (J) til<'d as aforesaid. at. Where tin; capital of a eoinpaiiy has Itecoiiie impaired, ami the sljareholderB pass a special resolution to reduce the par value of the shan-s of the (•omj)aiiy, th(^ shares shall theieiij)on be reduced in acconlance with the terms of the resolution, provided that the resolution shall not in any wise affect tiie amount still niiiaining payal»le upon the shares, but the same amount sliall, e.\cej)t as to a double or other additional liability, continue to l)e payable in respect of every share as if such resolutii))i lia<l not been [lassed ; and in case WINDING UP OF COMPANIES. 123 by virtue of the charter or Act of incorporation of the com- pany or of any general or other Act affecting the same, a double or additional liability is cast upon the shareholders, the same proportionate liability shall continue, that is to say, if the liability was a double liability, the shareholders shall, as to new creditors, be liable for double the amount of the stock at its reduced value, and in like manner for any other proportion, but in respect of persons who are creditors at the time of the reduction, the liability of the shareholders shall continue as if such reduction had not taken place. 55. Where a reduction is had under the preceding sec- tion, a notice thereof (Form D) shall be published at least once a week for six weeks in the manner hereinbefore pro- vided in section 49. 56. Where a company, acting under the provisions of this Act, has reduced its capital, every advertisement, circular or other document thereafter issued by the company, or any of its officers, containing a statement of the capital of the com- pany shall state such capital at the amount to which it has been reduced. FORM A. [Section 49.] Notice ia hereby given that the [insert name of Company^ has, by a special resohition passed by the shareholders of the said company, re- solved to [set out the substance of the resolution. ] The company will act upon the said resolution upon the day of next. All creditors of the company are hereby required to file their claims against the company forthwith, whether or not such claims are now due. A. B. Date, &c. Secretary, FORM B. [Sections 50 and 53, First Me7itioned.'] I, A. B., oi the in the County of make oath and say [or solemnly affirm, as the case may require], 1. I am the [here insert title of office] of the [name of company,] and I am the Chief Executive Officer of the said company, and, as such l^^ JOINT STOCK COMPANIES MANUAL. officer, have the superviaiou and mauageraent of the bu jiness of the said company. 2. I verily believe the said company is not indebted to any person or persons, or to any company, association or corporation whatsoever, and I verily believe that no person, company, association or corporation has any right of action whatever against the said [(cn/it of companij]. [In the case of iiisnraiice or guarantee compdnies, or otlwr company carryuig on business of a like nature, the foUoicitu/ pariiyraph is to be added : ] 3. Every policy, and every instrument having the eflect of a policy, given by the said company has expired or been terminated. Sworn, &c. X, B. — The statement by the Treasurer of the company is to be identical with the above, except as to the paragraph setting forth the office held. FORM C. [Sections 50 and 53, Second Method.] I, C. D., of the in the County of make oath and say \'<r solemnly afhrm, as the case may re*/ wire], 1. I am the [here iiuicrt title of office] of the [ndmr of company], and I am the Chief Executive OHioor of the said company, and, as such ofticor, have the management and supervision of the business of the said com- pany. 2. I verily believe that the said company is not indebted to any per- son or persons, or to any compiny, jwsociatioii or corporation whatso- ever, except those whose names ajipoar in the schodnle whifh is hereto annexed, and every such person, company and association has con- sented, in writing, to the following resolution being acted upon, that IM to say [here net out the resolution]. 3. I verily believe that no person, company, association or corpo- ration, except such as aro named in the said schodulu, Iihh any ritjlit of action whatever against the said company. r lit the case of ifunrancc or yuarantee companies, or other company camitny "" btuinesa of a like nature, thr followimj parayrapli is to be added ] 4. Every poliry, and cvi-ry inntrumunt having, the eflect of a policy, ffiven by the said company, lias expired or been terminated. Sworn, Ac. y^ Ji_ — The statement by the Trexisurer of the company is to be. identical with the abovf, "■■' '•' "" '■• "" pnrajraph setting forth the office held. WINDING UP OF COMPANIES. 125 FORM D. [Sectioii 55.] Notice is hereby given that the [name of company], has by a special reaolution passed by the shareholders of the said company, reduced the capital of the company from $ to $ , and has reduced the par value of each share of the said company from $ to $ , A. B., Sec retary. Date, «fec. APPENDIX. DOMIIS^ION LEGISLATION. CHAPTER 119. A- D. 1886. An Act respecting the incorporation of Joint Stock Companies by Letters Patent. Short title. HER Majesty, by and with the advice and con- sent of the Senate and House of Commons of Canada, enacts as follows : — I. This act may be cited as " The Companies Act." Interpreta- tion. " C<)mi)any. " UniierUk- " inK." " coiiiitany . ' " lUsal " fHtal*-. "l.an.l." '' Sharr- "llol.l.T. " Manager." 2. In this Act, and in all letters patent and supplementary letters patent issued under it, un- less the context otherwise re(}uires, — (a.) The expression " the company " means the company incorporated by letters patent under this Act; (h.) The expression " the undertaking;" means tlie business of every kind which the company is authorized to winy on ; (c.) The expression " loan company " means a company incorpoiated for any of the purposes to which the powers of loan companies extend, as hereinafter pr<jvide<l ; (d.) The expression " real estate " or " land," includes m«'ssiia;^fes, lands, tenements and heredi- taments of any tenure, and all immovable })roper- ty of any kind; (f'.j The expression " .slmreliolder " means every .sub.scrilter t<» or holder of stock in the comj)any, and includes tin; personal representatives of the Hhareh(»lder ; (f.) The e.xpression " manager " includes the casliier and secretary. APPENDIX. 1 27 3. The Governor in Council may, by letters Companies patent under the Great Seal, grant a charter to Si^^pulposes' any number of persons, not less than five, who may be incor- petition therefor, constitutincj such persons, and Pirated bj- 1 c ^ 1 111 • ii letters patent, others who thereafter become shareholders m the company thereby created, a body corporate and politic, for any of the purposes or objects to which the legislative authority of the Parliament of Canada extends, except the construction and Exception. working of railways, or the business of banking and the issue of paper money, or the business of insurance, 4. The applicants for such letters patent shall Notice to be give at least one month's previous notice, in the what ItThall Canada Gazette, of their intention to apply for contain. the same, stating therein, — (a.) The proposed corporate name of the com- Name. pany, which shall not be that of any other known company, incorporated or unincorporated, or any name liable to be confounded therewith, or other- wise, on public grounds, objectionable ; (6.) The purposes for which its incorporation Purposes, is sought ; (c.) The place within Canada which is to be Chief place of its chief place of business ; busmess, {d.) The proposed amount of its capital stock Capital. — which, in the case of a loan company, shall not be less than one hundred thousand dollars ; (e.) The number of shares and the amount of Shares, each share ; (/.) The names in full and the address and Names, Ac. calling of each of the applicants, with special ° *'^'' '^'*° ^* mention of the names of not more than fifteen and not less than three of their number, who are to be the first or provisional directors of the company, and the majority of whom shall be resi- dents of Canada. • 5. At any time, not more than one month after Petition for the last publication of such notice, the applicants ^♦^"^'■s patent, may petition the Governor in Council, through the Secretary of State, for the issue of such letters patent : 2. Such petition shall state the facts set forth what it shall in the notice, the amount of stock taken by each contain. 128 .JOINT STOCK companies' MANUAL. A certain amount of stock must be taken. And a certain amoimt i>ai(l up thereon. DiKiJosal of amount paid up. applicant, the amount paid in upon the stock of each applicant, and the manner in which the same has been paid in. and is held for the com- pany : 3. The aggregate of thp stock so taken shall be at least the one half of the total amount of the propo.sed capital stock oi the company : 4. The aggregate so paid in tiiereon .shall, if the company is not a loan company, be at least ten per cent, of the stock so taken ; if the com- pany is a loan company the aggregate so paid in of the stock so taken shall be at least ten per cent, thereof, and shall not be less than one hun- dred thousand dollars : 5. Such aggregate shall be paid in to the credit of the company, or of trustees therefor, and .shall be standing at such credit in some chartered bank 01- ))aiiks in Canada, unless the object of the com- pany is one requiring that it should own real estate — in which case any portion not exceeding one half of such aggregate may be taken as paid in, if it is bona fide invested in real estate suit- able to such object, which is duly held by trustees for the company, and is of the recpiired value, over and above all incumbrances thereon : ('). The petition may ask for the emboilyiug in the letters patent of any provision which, under this Act, might Ijc made by by-law of the com- j)any ; and such provision so embodied shall not, unless prtjvision to the contrary is made in the letters patent, be sulject to rej)eal or alteration by by-law. IVeliminary 4J. l'.(;fore the letters patent are issued, tin; ap- Il'l^^'l V '"■ |>lieants shall establish, to the .satisfaction of the Secretary of State, or of such otlier ollicer as is charged by the <iov(irrior in Council to report thereon, tht; Hutliciency of tlieir notice and peti- tion, an<l the tiiith and suHiciency of the facts therein .sot forth, and that the proposed name \h not th(3 name (W any other known in('or|torated (jr PrfK.f of fartJi unincorporated company; Jind f<»r that purpose, »«uM'rU-«l. ^^^, Secretiiry of State, or such other ollieer, shall take and keep of record any re(|uisite evidence in writing, by oath or aflirniation or by solemn declaration. Certain pro- viiiionH may be inHerted in b'ttent patent. APPENDIX. 129 7. The letters patent shall recite such of the Facts to be established averments of the notice and petition {^^l^^^ patent, as to the Governor in Council seems expedient. 8. The Governor in Council may give to the Governor ^•a^ J. !• i.-u L may give company a corporate name, ditierent trom tnat another cor- proposed by the applicants in their published porate name, notice, if the proposed name is pbjectionable. 9. Notice of the granting of the letters patent Notice of issu- shall be forthwith given by the Secretary of State, |,°^tent"^" in the Canada Gazette, in the form A in the schedule to this Act; and thereupon, from the date of the letters patent, the persons therein named, and their successors, shall be a body cor- porate and politic, by the name mentioned there- in ; and a copy of every such notice shall forth- with be, by the company to which such notice relates, inserted on four separate occasions in at least one newspaper in the county, city or place where the head office or chief agency is establish- ed. 10. If it is made to appear, to the satisfaction Governor of the Governor in Council, that the name of any ^me" bT^ujv company (whether given by the original or by plementary supplementary letters patent, or on amalgama- p**^"*- tion) incorporated under this Act, is the same as the name of an existing incorporated or unincor- ated company, or so similar thereto as to be liable to be confounded therewith, the Governor in Council may direct the issue of supplementary letters patent, reciting the former letters and changing the name of the company to some other name which shall be set forth in the supplemen- tary letters patent. 11. When a company incorporated under this Company Act is desirous of adopting another name, the ^ange of ** Governor in Council, upon being satisfied that the name, change desired is not for any improper purpose, may direct the issue of supplementary letters patent, reciting the former letters patent and changing the name of the company to some other name, which shall be set forth in the supplemen- tary letters patent. 130 JOINT STOCK companies' MANUAL. Change not to ti^. No alteration of its name under tlie two affect rib'hb* sections next precedinir shall affect the riijrhts or or obhga , ,. . »i , ® in i- tion.-*. obligations of tlie comitany ; and ail proceedings may be continued or commenced by or against the company under its new name that might have been continued or commenced by or against the company under its former name. Company 13. The Company may, from time to time, by a may authorize resolution passed by the votes of shareholders apply for representing at least two-thirds in value of the extension of subscribed stock of the company, at a special gen- powers. ^^^j ,^jg(jj^jj^g (..^^iieJ for the purpose, authorize the directors to applv for supplementary letters patent extending the powers of the company to such other purposes or objects, for which a com- pany may be incorporated under this Act, as are defined in the resolution. Application 1-4. The directors may, at any time within six by directors, months after the passing of any such resolution, petition the Governor in Council, througli the Secretary of State, for the issue of such supple- mentary letteiN patent : Notice of a[>. 2. The applicants for such su])plementary let- pli^^tion to l.e j.gj.^ |,atL.nt shall give at least one month's notice in the Cawrdd Guzelie of their intention to apply for the same, stating therein the purposes or ob- jects to which it is desired to extend the ])OwerH of tlie com])any. Pnxjftolx.- I."*. Before such siipjiltiiiii'iitaiy letters patent fumijihed U) ^p,. issut'd, the applicants shall establish to the Hfcretary of . , •,..!.. e ,.<. ^ c i 9ui«-. satisfaction of tin- .Secretary ot »State or or such other ofliff) as is charged by tlie (jovernor in Council to r('|M(it thereon, the duo pa.ssing of the resolution authorizing the ajiplication an<l the sufficiency of their notict; and p<>tition ; and for that purjiose the Secretary of State, or su(;h other officer, shall take and ke(rp of record any requisite evidenci! in writing, l»y oath or afliniiation, or by HoloiMti declaration. (fTIint of Hllp \i*. I pull 'liif proof so niadc, tlii- (lovciiior in plemenury ( ouncil iiiav trraiit suitpletiuMitary letters patent ini'l'T th<- (treat Seal, cxtelidmg tlie powers or APPENDIX. 131 the company to all or any of the objects defined in the resolution ; and notice thereof shall be forthwith given by the Secretary of State, in the Canada Gazette, in the form B in the schedule to this Act; and thereupon, from the date of the supplementary letters patent, the undertaking- of Notice of is.<ue the company shall extend to and include the t^'^''^"^- other purposes or objects set out in the supple- mentary letters patent as fully as if such other purposes or objects were mentioned in the original letters patent ; and a copy of every such notice shall forthwith be, by the company to which the notice relates, inserted on four separate occasions in at least one newspaper in the county, city or place where the head office or chief agency is established. 11. The directors of the company, other than a Subdivision of loan company, may, at any time, make a by-law shares, subdividing the existing: shares into shares of a smaller amount. IH. The directors of the company may, at any liicrea«e of time after the whole capital stock of the company capital, has been taken up and fifty per cent, thereon paid in, make a by-law for increasing the capital stock of the company to any amount which they consider requisite for the due carrying out of the objects of the company : 2. Such by-law shall declare the number of the By-law for shares of the new stock, and may prescribe the ^^^'^^ purpose. manner in which the same shall be allotted ; and in default of its so doing, the control of such al- lotment shall vest absolutely in the directors, 19. The directors of the company may, at any Reduction time, make a by-law for reducing the capital ^^ capital, stock of the company to any amount which they consider advisable and sufficient for the due carrying out of the undertaking of the company ; Proviso ; as to but the capital stock of a loan company shall panic's?"' never be reduced to less than one hundred thous- and dollars : 2. Such by-law shall declare the number and By-law for value of the shares of the stock as so reduced, and ^^^^ purpose. 132 JOINT STOCK companies' MANUAL. Liability to credit<>rs not affected. the allotment thereof, or the manner in which the sanio shall be made : 3. The liability of shareholders to persons who were, at the time of the reduction of the capital, creditors of the company, shall remain the same as if the capital had not been reduced. Such by-law 20. No by-law for increasing or reducing the bysbarT-™^*^ Capital stock of the Company, or for subdividing the shares, shall have any force or etiect what- soever, until it is approved by the votes of share- holders representing at least two-thirds in value of all the subscribed stock of the company, at a special general meeting of the company duly called for considering the same, and afterwards confirmed by supplementary letters patent. holders and confirmed by sapplemen- tary letters patent. Petition for HUppleinen- tary letters l>at€nt to con- firm by law. By-law, &c., to be pro- dnce<l with petition. Kvi<li'nce may Ims taken and kept by Seen- Ury of .SUt««. 31. At any time, not more than six months after such sanction of such by-law, the directors may petition the (irovernor in Council, through the Secretary of State, for the issue of supple- mentary letters patent to confirm the same : 2. The directors shall, with such petition, pro- duce a copy of such by-law, under the seal of the company, and signed by the president, vice-presi- dent or secretary, an<l establish to the satisfaction of the Secretary of State, or of such other ofiicer as is charged by the (lovernor in Council to re- port thereon, the due pas.sage and approval of such by-law, and the expecliency and bona fide character or the increase or reduction of capital or Hubilivision of shares, as the case may be, thereby provided for : 3. The Secretary of State or such olliccr shall, for that pur[>ose, take and keep of record any re- ((uisit^? I'videncc! in writing, by oath or nffirmation or by solemn <leciaration, as ab()V(> mention<'<l. (;raniiii«of ^43. rjifiii diir pioof so made, the (lovernor in ""'''''r'ttln" ('ouncil may ^naiit such Mujjplementary letters i.at<«nt; paUmt ijuder the (Ireat Seal , and notic*- there(»f noiic..; Hhall In- forthwith ifiven })y the Secretary of State ••ffeot of Buch • .1 /I I gT ,, '• ii 1- i ^ • ii _ b-it.Pi patent. "• ^•'•' «'"'""'" Udzcrtf, in the lorm ( , in tlie w;h«Mlnle to this Act: and thereupon, from the date of tlie '■ii|i|ilemetitary letters jiatent, the APPENDIX. 133 capital stock of the company shall be and remain increased or reduced, or the shares shall be sub- divided, as the case may be, to the amount, in the manner and subject to the conditions set forth by such by-law; and the whole of the stock, as so increased or reduced, shall become subject to the provisions of this Act, in like manner, as far as possible, as if every part thereof had been or formed part of the stock of the company origin- ally subscribed. S3. All powers given to the company by the Powers given letters patent or supplementary letters patent *° li^f^ subject shall be exercised, subject to the provisions and restrictions contained in this Act. 24. Every company incorporated under this General cor- Act may acquire, hold, sell and convey any real P°r*^*® p^^" estate requisite for the carrying on of the under- taking of such company, and shall forthwith be- come and be invested with all property and rights, real and personal, theretofore hold by or for it under any trust created with a view to its incorporation, and with all the powers, privileges and immunities requisite or incidental to the carrying on of its undertaking, as if it was incor- porated by a special Act of Parliament, embody- ing the provisions of this Act and of the letters Proviso : as to patent : Provided always, that the exercise by ^^^^. ^^^' loan companies of the powers conferred by this ^^ section shall be subject to the special provisions respecting such companies hereinafter contained. 25. The stock of the company shall be personal Stock to be estate, and shall be transferable, in such manner, estatel* and subject to all such conditions and restrictions . as are prescribed by this Act or by the letters patent or by by-laws of the company. 26. If the letters patent, or the supplementary AUotment of letters patent, make no other definite provision, the stock of the company, or any increased amount thereof, so far as it is not allotted thereby, .shall be allotted at such times and in such man- ner as the directors prescribe by by-law. 134 JOINT STOCK COMPANIES MANUAL. Shares Ui be paid in cash, subject to certain ex- eeptions. •-i7. Kvery share in the company shall, subject to the provisions of sub-section five ot section five of tliis A.ct, be ileeiued to have been issued and to be lield subject to the payment of the whole amount thereof in cash, unless the same has been otherwise agreed upon or determined by a con- tract duly made in writing and filed with the Secretary of State at or before the issue of such shares. Board of directors. 5JK The affairs of the company .shall be man- aged by a board of not more than fifteen and not le.ss than three directoi's. Provisional directont. 29. The persons named as such, in the lettei-s patent, shall be the directors of the company, un- til replaced by others duly appointed in their stead. Qualifications '^O. No person shall be elected or appointed as of 8ub^e<iuent a director thereafter unless he is a shareholder, owing stock absolutely in his own right, and tb the amount required l)y the by-laws of the com- pany, and not in arrear in respect of any call thereon ; and at all times the majority of the Henidence. directors of the company sliall be persdiis resident in Canada. By-law for increa«e or decreaH« of numlxT of directorn. Wh<-n to Ix- valid. Jll. 'i'he (•ompany may, by by-law, increase to not more than fifteen, or decrea.se to not le.ss than thn'(!, the numljcr of its directors, or may change the company's chief place of business in Canada; but no liy-law for either of the said jturposes shall be valid or acted upon utdess it is approved by a vote of at least two-thirds m value of the stock represf'nt<Ml by the shareholdcirs present at a special general meeting duly called for C(tnsidcr- ing the by-|jiw ; nor until a coj)y of such by-law, (•ertitie<l under the seal of the company, has been deposited with the Secn^Uiry of State, and has also b -en published in the Ciit,n<la Gdzaftf. KIrctlon of directorK. JW. hin-etors of the company shall bt; electe(| by the shareholders, in gi;neral meeting of the company assenibled nt some place within Canada, APPENDIX. 135 — at such times, in such manner and for such term, not, exceeding two years, as the letters patent, or, in default thereof, as the by-laws of the company, prescribe. 33. In the absence of other provisions in such Mode and behalf, in the letters patent or by-laws of the JPJ^^^ "^ ^lec- company, — {a.) The election of directors shall take place Yearly, yearly, and all the directors then in office shall retire, but, if otherwise qualified, they shall be eligible for re-election ; (6.) Notice of the time and place for holding Notice. general meetings of the company shall be given at least twenty-one days previously thereto, in some newspaper published in the place where the head office or chief place of business of the com- pany is situate, or if there is no such newspaper, then in the place nearest thereto in which a newspaper is published ; (c.) At all general meetings of the company, A'otes. every shareholder shall be entitled to give one vote for each share then held by him : such votes may be given in person or by proxy — the holder Proxies, of any such proxy being himself a shareholder ; but no shareholder shall be entitled, either in All calls must person or by proxy, to vote at any meeting un- ^*7,® ^®^" less he has paid all the calls then payable upon all the shares held by him ; all questions pro- posed for the consideration of the shareholders Majority to shall be determined by the majority of votes — decide, the chairman presiding at such meeting having the casting vote in case of an equality of votes ; Casting vote. {d.) Every election of directors shall be by Ballot, ballot ; (e.) Vacancies occuring in the board of direc- Vacancies, tors may be filled, for the remainder of the ''°"' ^^'^^" term, by the directors from among the qualified shareholders of the company. (/.) The directors shall, from time to time. President, 1 , /. ,, 1 -111 . /• vice-v>resiaent elect trora among themselves a president and, if and officers, they see fit, a vice-president of the company ; and may also appoint all other officers thereof. 13G JOINT STOCK COMPANIES MANUAL. Failure to 511. If, at any time, an election of directors is elect directors, ^j^^ made, or docs not take effect at the proper rem i . ^j^^^^^ ^j^^ company shall not be held to be there- by dissolved ; but such election may take place at any subsequent general meeting' of the comjmny duly calletl for that purpose ; and the retiring directors shall continue in office until their suc- cessors are elected. Powers and duties of di- rectors. Stock. Dividends. Number, &c., of directort). Anvtiln and otticeni. MectinKit- renalticH. (ifn«ral IHiweni. ( 'oiifirination of l>y lawn. JI5. The directors of the company may admin- ister the atiairs of the company in all thin<,'s, and make or cause to be made for the company, any description of contract which the company may, by law, enter into; and may, from time to time, make by-laws not contrary to law, or to the let- ters patent of tlie cora])any, or to this Act, for the following purposes : — (d.) The regulating of the allotment of stock, the making of calls thereon, the payment thereof, the i.ssue and registration of certiticates of stock the forfeiture <jf stock for non-payment, the dis- posal of ioifeited stock and of the proceeds there- of, and the transfer of stock ; (b.) The declaration an<l ])ayment of dividends; (c.) The number of tlie directors, their term of service, the amount of their stock (pialification, and their rt-muncration, if any ; (d.) 'J'he appointment, functions, tluties an<l re- moval of all agents, oliictis an<l servants of the company, tiie security to l)e given by them to the company and their reuiuneration ; (fi.) The time and place for the holding of the annual meetings of the company, the calling of meetings, regular and special, of the board of directors and (j1 (lie company, the (|Uoruiii, tlu; re- (|uirenjents as to proxies, and the jnoceduie in all things at snclj meetings ; ( f.) The iiiipositif»n and recovery of all pc^nal- ties and foileitures which admit of regulation by by-law ; (ff. 'I'lie conduct, in all oilier |»articulars, of the affairs of thi- company : And the directors niay, irinu time, to tim(\ rc- M-al, amend or re-enact the .same ; but every such »y-law, and every repeal, aineiidment or re-enact- APPKNDIX. 137 ment thereof, unless in the meantime confirmed at a general meeting of the company, duly called for that pui-pose, shall only have force until the next annual meeting of the company, and in de- fault of confirmation theieat, shall, at and from that time only, cease to have force : 2. No by-law for the issue, allotment or sale of Confirmation any portion of the unissued stock at any greater of by-laws for •/I »/ o Stilp 01 stock discount or at any less premium than that v/hich below previ^ms has been previously authorized at a general meet- ^^^^' ^^• ing, and no by-law for the remuneration of the president ortiny director, shall be valid or acted upon until the same has been confirmed at a general meeting. 516 The directors may deduct from the divi- Debts to com- dends payable to any shareholder all such sums |^^^^y^"||^' ^^^ ot money as are due from him to the company, on fromdivi- account of calls or otherwise. dend*. 37. The directors may, when authorized by a Issue of by-law for that pui'pose, passed and approved of l'^!"^^ *^^n by the votes of shaieholders, representing at least two-thirds in value of the subscribed stock ot the company, represented at a special general meeting duly called for considering the by-law, — (a.) Borrow money upon the credit of the com- Borrowing pany and issue bonds, debentures or other secur- i^^^'^''^- ities for any sums borrowed, at such prices as are deemed necessarN' or expedient ; but no such de- bentures shall be for a less sum than one hundred dollars ; (b.) Hypothecate or pletlge the real or personal Charging property of the company to secure any sums bor- P'^^perty. rowed by the company ; But the amount borrowed shall not, at any Limitation of time, be greater than seventv-five iier cent, of the ?°^"""5 \^ 1 • 1 I /- i I " borrowed. actual paid-up stock oi the company ; but the limitation made by this section shall not &.pply to Exception, commercial paper discoimted by the compan}'. 38. The directors may, from time to time, make Calling in of such calls upon the shareholders in respect of all J^a*id^on ""^ moneys unpaid upon their respective shares, as shares, they think fit, at such times and places and in I 138 JOINT STOCK COMrANIES MANUAL. such jiayinents or instalments as the letters patent, or this Act, or the by-laws of the company require or allow. Interest on JIO. A call .sliall be deemetl lo have been nuide -calls over iue. at the time when the resolution of the directors autliorizing such call was pa.s.sed ; and if a share- holder fails to pay any call due by him, on or be- fore the day appointed for the payment thereof, he .shall be liable to pay interest for the same, at the rate of .six per cent, per annum, from the day appointed for payment to the time of actual pay- ment thereof. Vaynwntiu 40. The directors may, if they think fit, receive ^h^T** "° from any shareholder willing to advance the .same, all or any part of the amounts due on the .shares ^ntere.<>t may held by such shareholder, beyond the sums then 3>eAllowed. actually called for; and upon the moneys so paid in advance, or so much thereof as, from time to time, exceeds the amount of the calls (hen ma«le upon the shares in respect of whicli such advance is made, the com]mny may pay interest at such rate, not exceeding eight per cent. ])er annum, as the shareholder wlio Jiays such sum in advance an<l till- diiectors agree u])on. Vorfeiture of share* for noniiayment •of calln. Trovi«o ; liaMlity of IjolrUjrn ron- 41. if, after such deniand oi- notice as is pre- .scribe 1 by the letters j)atent or by the ]»y-laws of the company, any call made ujion any sliare is not i»aid within such time as, by siich lettei's |iatent or by the liy-laws, is limited in that be- iiaU, the direct(jra. in their discretion, by vote to that effect duly reccjrded in their minutes, may summarily declare forfeit id any shaies whereon such jtayment is not made; and the same shall tliereupon beconu; the ])ropeity (»f the comj)aiiy and may be rjispo.sed of Jis, by the by-laws of the company or otherwise, tiiey pi"escrilie ; but, nof- with.Htau'ling such forfeiture, the holder of such slian.'H at tlie time of foifeiture shall continue liable to the tlun cicditoi-s of the company Ibr the full amount un|>aid on such shares at the time of forfeiture, less any sums whicli are sid)- Me«|ticntly receivtd by ihr com]iany in respect thereof APPENDIX. 139 42. The directors may, if they see fit, instead Enforcement of declaring- forfeited any share or shares, enforce °[ caUa^b"* payment of all calls, and interest thereon, by ac- action. tion in any court of competent jurisdiction; and in such action it shall not be necesaary to set forth the special matter, but it shall be sufficient to declare that the defendant is a holder of one what only share or more, stating the number of shares, and need be ai- is indebted in the sum of money to which the pr^^ven"!^ calls in arrear amount, in respect of one call or more, upon one share or more, stating the num- ber of calls and the amount of each call, whereby an action has accrued to the company under this Act; and a certificate under their seal, and pur- porting to be signed by any officer of the com- be''evfdence!'' pany, to the effect that the defendant is a share- holder, that such call or calls has or have been made, and that so much is due by him and un- paid thereon, shall be received in all courts as prima facie evidence thereof. 43. The compan}' shall cause a book or books Book to be to be kept by the secretary, or by some other t„®'con°a1n^^'^* officer specially charged with that duty, wherein shall be kept recorded, — (a.) A copy of tlie letters patent incorporating Copy of let- the company, and of any supplementary letters By^iaws^Vc. patent, and of all by-laws thereof ; (6.) The names, alphabetically arranged, of all Names of ^^ , ' i5 1 t v IJ shareholders. persons who are or have been shareholders ; (e.) The address and calling of every such per- Addresses, son, while such .shareholder; (d.) The number of shares of stock held by Number of each shareholder ; (e.) The amounts paid in and remaining un- Amounts paid, respectively, on the stock of each .share- ^"^'''' ^^' holder ; (/.) The names, addresses and calling of all ^j^ectok persons who are or have been directoj's of the companj', with the several dates at which each became or ceased to be such director : 2. A book called the register of transfers shall JJ^f^^fg'/,"^ be provided, and in such book shall be entered the pai'ticulars of every transfer of shares in the capital of the company. uo JOINT STOCK COMPANIES MANUAL. Books to be ojxjii for in- sjKfctinn and taking ex- tracts there- from. 44. Such books slmll, during reasonable busi- ness hours of every ilay, except Sundays and holidays, be kept open for the inspection of share- holders and creditors of the company, and their personal representatives, at the head othce or chief place of business of the company ; and every such shareholder, creditor or personal representative mav make extracts therefrom. Penalty f.-r 45. Kvery director, officer or servant of the false entries, company, who knowingly makes or assists in making any untrue entry in any such book or who refuses or wilfully neglects to make any ])roper entry therein, or to exhibit the .same, or to allow the same to be inspected and extracts to be taken therefrom, is guilty of a misdemeanor. Forfeiture for '^ Kvery conijiany wliieli neglects to keep neglect. such Ixjok or books as aforesaid, shall forfeit its coi|»oiate rights. i;..ok»f t.. be 47. Such Vjooks shall be prima facie evidence P^'?"' ^'""'^ of all facts purporting to be tliereby stated, in any action, suit or proceeding against the company or against any shareholder. Transfer <>f MhareM valid 'inly after entry. Liabilitien of dircctom am ffKardu tranxfom of »h»r«r« in i-pT' tain cnii<-<i. 4S. No transfer of shares, unless made by sale iinder execution, or under the decree, order or judgment of a court of competent jurisdiction, shall bf valid for any |»urpose whatevei-, until entry thereof is duly made in the register of transfers, except f(jr the purpose of exhibiting the riglitH of the j)arties thereto towards each other, and of rendering the transferee liable, in the meantiiiM', jointly and severally, with the transferrer, to the company and its creditors. 10 No trunsfer of shares, whereof the wlK)le amount has not been paid in, shall be made with- out the consent of the flireetors ; an<l whenever • any trunsfi-r of sliures not fully paid in has been madr- with such consent, to a peiH(jn who is not apparently rjf suHicient means to fully |»ay up such shares, th*' <lireetors shall be jointly and (jeveraily liable to the creditors of the company, APPENDIX. 141 in the same manner and to the same extent as the transferring shareholder, but for such transfer, would have been; but if any director How only a present when any such transfer is allowed does <^i'^*^5*'?r°^'^y forthwith, or if any director then absent does, biiity. within twenty-four hours after he becomes aware thereof and is able so to do, enter on the minute book of the board of dii-ectors his protest against the same, and within eight days thereafter publishes such protest in at least one newspaper published at the place in which the head office or chief place of business of the company is situated, or if there is no news- paper there published, then in the newspaper published nearest thereto, such director may thereby, and not otherwise, exonerate himself from such liability. oO. Whenever the interest in any shares of Provision the capital stock of the company is transmitted areTransmtt- by the death of an 3^ shareholder or otherwise, or ted otherwise whenever the ownership of or legal right of pos- f^^^ ^^ trans- session in any shares changes by any lawful means, other than by transfer according to the provisions of this Act, and the directors of the company entertain reasonable doubts as to the legality of any claim to such shares, the company may make and file, in one of the superior courts in the Province in which the head office of the company is situated, a declaration and petition in Order of conrt writing, addressed to the justices of the court, i"fJ,S^°l^"„ c iii> 11 n 1 tainea on ap- settmg forth the tacts and the number of shares plication, previously belonging to the person in whose name such shares stand in the books of the company, and praying for an order or judgment adjudicat- ing and awarding the said shares to the person or persons legally entitled to the same, — by which order or judgment the company shall be guided and held fully harmless and indemnifieil and re- leased from every other claim to the said shares or arising in respect thereof : 2. Notice of the intention to present such peti- Notice of tion shall be given to the person claiming such api'li^a*^*'^- shares, or to the attorney of such person duly authorized for the purpose, who shall upon the 142 JOINT STOCK companies' MANUAL. filing of such petition, establish his right to the shares referred to in such petition ; and the time to jdead and all other proceedings in such cases shall be the s:iine as those observed in analogous Proviso : as to cases before the said superior courts: Pnjvided '^**^- always, that the costs and expenses of procuring such order or judgment shall be paid by the per- son or persons to whom such shares are declared lawfully to V)elong ; and that such shares shall not Ije transferred in the books of the company until such costs and expenses are paid, — saving the recourse of such jjerson against any person contestinfj his right to such shares. Restriction as •5'- ^'^ share shall be transferable until all pre- to transfer. vious calls thereon are fully paid in. As ti transfer •^"^ The directors may decline to register any by (lebt'jr to transfei' of shares belonging to any shareholder company. ^^^^^^^ j^ indebted to the company. Transfer by •*»^- An\' transfer of the .shares or other inter- l>ersonalre- est of a decea.sed shareholder, made by his per- sonal representative, shall, notwithstanding such personal representative is not himself a share- holder, be of the same validity as if he had been a shar'iholder at the time of his execution of the instrument of transfer. Liability ^54 'pi,^. shareholders of the company sliall not, limited to ., -iir iiru amount un- ^« sucli, nc responsible lor any act, detault or pai.l on Mt«H!k. liability of the company, or for any engagement, c];iim, paynn'iit, loss, injury, transaction, maUei- or tiling reliiLiiig to (jr coiinecte<i with the coiii|iaiiy, beyond the nnujunt unpaid on their re.sjx-ctive '^har(;M in the capital stock tlierecjf. Liftbiliiv «'f ;j,*5. Kverv shan-holdcr, until the whole jiuiount ihareholder*. ri- 1 *i 1 -i iiii -I'-i 01 Ins shares lias l»e(jn pan! up, siiali l)e individ- ually lial)le to the cn-rjitois of the company to an amount etpial to that not |iaid u]> therc'on ; but he Hhall not be liable to an action therefor i»y any When U) credit<jr until an execution at the suit of such ercdit^^r against the comi^my has been returned unHati.sfied in wliole or in pait ; and the amtMint APPENDIX. 14S due on such execution, not exceeding the amount unpaid on his shares, as aforesaid, shall be the amount recoverable, with costs, from such share- holder ; and any amount so recoverable, if paid by the shareholder, shall be considered as paid on his shares. 56. No person, holding stock in the company Tmsttes kc.^ as an executor, administrator, tutor, curator, Jj^iyj'^''*'^"^^^'' guardian or trustee, shall be personally subject to liability as a shareholder; but the estate and funds in the hands of such person shall be liable in like manner, and to the same extent, as the testator or intestate, or the minor, ward or inter- dicted person, or the person interested in such trust fund would be, if living and competent to act and holding such stock in his own name ; and no person holding such stock as collateral secur- ity shall be personally subject to such liability, but the person pledging such stock shall be con- sidered as holding the same and shall be liable as a shareholder accordingly. 37. Every such executor, administrator, cur- But entitled ator, guardian or trustee shall represent the stock *" ^■^'*^- held by him, at all meetings of the company, and may vote as a shareholder ; and every person who pledges his stock may represent the same at all such meetings and, notwithstanding such pledge, vote as a shareholder. 58. If the directors of the company declare r^iabiiity of , 1 • • 1 1 1 J.1 i ' . . directors ae- and pay any dividend when the company is in- eiariuir a divi- solvent, or any dividend, the payment of which dend when renders the coir.pany insolvent, or impairs the hi°^,[velit. &c. capital stock thereof, they shall be jointly and severally liable, as well to the company as to the individual shareholders and creditors thereof, for all the debts of the company then existing, and for all thereafter contracted during their contin- How director? uance in office, respectively ; but if any director J.'^^^^^j^^'^^jjj^j.^ present when such dividend is declared does forthwith, or if any director then absent does, within twenty-four hours after he becomes aware thereof and able so to do, enter on the minutes of ut JOINT STOCK COMPANIES MANUAL. the board of directors his protest against the same, and within eight days thereafter publislies Mich protest in at least one newspaper published at the place in which the head ofhre or chief place of business of the company is situated, or if there is no newspajier there published, then in the newspaper published nearest thereto, such director may thereby, and not otherwise, exoner- ate himself from such lial)ilitv. No loan by S9. No loan shall be made by the company to sharehofaer^ ^^"J shareholder ; if such loan is made, all direc- except by loan tors and Other orticers of the company making the fiabuTty'oV ^ame, or in anywise assenting thereto, shall be directors. jointly and severally liable foi- the amount of such loan, with interest, to the company, — and also to the creditors of the company for all delits of the company then existing, or contracted between the time of thp making of such loan and that of the repayment thereof ; but the ])rovisions of this section shall not apply to loan companies. Liability of <lirect<jr« for wages. Limitation of MUit'4 iLl. OO. The directors of the company shall be jointly and .severally liabte to the cleiks, laborers, servants and apprentices thereof, for all debts not exceeding six months' wages due for .service per- formed for the company whilst they are such directors respectively ; but no dircctoi" shall bo liable to an action therefor, unless the company is sued therefor within one year after the debt becomes due, nor uidess such director is sued therefor within one year from the time when he ceascfl to be .>^uch director, nor unless an execu- tion against the coiiijtany in respect of such debt is returned unsatislied in whole oj- in j»art; and the amount unsatisli(*<l on such execution siuitl be the anjount recoverable with costs from the direc- tors. '<■*'• M'"'y in Cana'In. 01. The company shiill, at all times, have an otlice in the city or town in which its chief place of buMinesfl is situaU*. which shall be the legal domicile of the company in ( 'atia<la ; and notict; of tlie situation of such oHicc and of any change; therein .shall h>- pul.lislnd in tiic ('<iiiniltt Gdzrffr; APPENDIX. Ito and the compan}' may establish such other offices and agencies elsewheie in Canada, as it deems ex- pedient. 62. Any summons, notice, order or other pro- '^trvice of pro cess or document requiied to be served upon the company.*^ company, may be served hy leaving the same at the said office in the city or town in which its chief place of business is situate, with any adult person ^ in the employ of the company, or on the president or secretary of the company, or by leaving the same at the domicile of either of them, or with any adult person of his family or in his employ ; or if the company has fto known office or chief place of business, and has no known president or secretary, the court may order such publication as it deems requisite, to be made in the premises ; and such publication shall be held to be due service upon the company. 63. Any summons, notice, order or proceeding Useofcom- requiring authentication by the company may be 7en"ed with signed by any director, manager or other author- in certain ized officer of the company, and need not be un- '■^^^■"* der the seal of the company. 64. Notices to be served by the company up- Service of on the shareholders ma}^ be served either person- mtmber"^"" ally or by sending them through the post, in registered letters, addressed to the shareholders at their places of abode as they appear on the books of the company. 65. A notice or other docnment served by Services of post by the company on a shareholder, shall p^gj^^ ^^ be held to be served at the time when the registered letter containing it would be deliv- ered in the ordinary course of post; and to prove the fact and time of service it shall be sufficient to prove that such letter was proper- ly addressed and registered, and was put into the post office, and the time when it was put in, and the time requisite for its delivery in the or- dinary course of post. 14<; JOINT STOCK companies' MANUAL. Evidence i.f by-lawH. 06. A copy of any by-law of the company, under it^ seal, and purporting to be signed by any officer of the conipan}', sliall be received as against any shareholder of the company as privia facie evidence of such by-law in all courts in Canada. Actions be- 07. Any description of action may be prose- tween com- .1 i-i'iii. 1.1 ' 1 pany and cuted and maintained between the company and shareholders, any shareholder thereof ; and no shareholder shall, by reason of lieing a shareholder, be incom- petent as a witness therein. Mtxle of in- 68. In anv action or other legal proceeding, it iJ^^hf.JJ"";, shall not be requisite to set forth the mode of in- be set fcrth in corporation of the company, otherwise than by i^s! •"^'^'^ mention of it under its coiporate name, as incor- porated by virtue of letters patent — or of letters patent and supplementary letters patent, as tlie ca.se may be — under this Act ; and tlie notice in the Canada Gazette, of the issue of such letters patent or supplementary letters patent, shall be prima fai-'ie proof of all things therein contained ; and on production of the letters patent or supple- mentary letters patent, or of any exemplitication or copy thereof under the (Jreat Seal, the fact of such n(jtice shall be jiresumed ; and, except in any pioceeding by scire facios or otherwise for the purpose of rescinding or annulling the .sanie^ tlie letters patent or supplementary letters pa- tent, or any exemplificatitm or copy thereof un- der the Great Seal, shall l)e conclusive proof of every iii;ittci- and filing tin-rein set forth. Proof of in- cori^oration. ExintinK com- paiiieM inny aiiply for cfiart4T«t under thin Act. 61>. Any 1 iiiii|p:iiiy licictorore incorporated for any |)Ui|io.se or olijcct for which letters patent may be IhsikmI uriiler this Act, wliother under a special or a gem-iiil Act, ami ikjw being a subsi.st- ing and viilifl coipoiation, may aj>ply for letters patent unih-r this Act, and tin- (lovernor in ( 'ouii- cil, upon proof thiit notice of the ap|ilication has been inserted for four weeks in the Canada da- zrttf, may tlirect th(? i.ssue of letters patent incor- porating the sliarelu)lderH of the said com|iany as a company under this Act; and thereupon all the «iich <.hftri.r». ,ight.s or obligations of the former company .shall Kffert of APPENDIX. 147 be transferred to the new company, and all pro- ceedings may be continued or commenced by or against the new company that might have been continued or commenced by or against the old company ; and it shall not be necessary in any such letters patent to set out the names of the shareholders; and after the issue of the letters patent the company shall be governed in all re- spects by the provisions of this Act, except that the liability of the shareholders to creditors of the old company shall remain as at the time of the issue of the letters patent. 70. If a subsisting company applies for the Subsisting issue of letters patent under this Act, the Gover- maj^^appiy for nor in Council may, by the letters patent, extend charters with the powers of the company to such other objects powers! for which letters patent may be issued under this Act as the applicant desires, and as the Governor in Council thinks fit to include in the letters pa- tent, and which have been mentioned in the notice of the application for the same, in the Canada Gazette ; and the Governor in Council may, in the said letters patent, name the first directors of the new company ; and the letters patent may be issued to the new qompany by the name of the old company or by another name. 71. All the provisions of this Act in relation Provisions to the obtaining of supplementary letters patent p'^em^ent^ary*^' by companies incorporated hereunder shall, so far letters patent as applicable, a})ply and extend to applications *° ''^ppiy- for letters patent under the two sections next preceding. 72. The company may have an agency or Agencies in agencies in any city or town in the United King- jom!^ ^°^' dom. 73. No dividend shall be declared which will fjl^^'^^j. "''^ impair the capital of the company. capitaL^'^ 74. Shareholders who hold one-fourth part in Special gene- value of the subscribed stock of the company "^'^ ^^^ ^°^" . may, at any time, call a special meeting thereof 148 JOINT STOCK companies' MANUAL. AcU of com- pany's attor- ney valid. for the transaction of any business specified in such written requisition ami notice as thrv make and issue to that efiect. 7ii. Every deed wliieh any person, lawfully empowered in that behalf by the company as its attorne}', sifjns on behalf of the company, and seals with his seal, .shall be binding on the com- pany and shall have the .same effect as if it was under the .seal of the company. Contract-', Ac, when to be binding on company. 70, Every contract, agreeuient, engagement or bargain made, and every bill of exchange drawn, accepted or indorsed, and every promissory note and cheque made, drawn or indorsed on l)ehalf of the company, Ijy any agent, otticer or servant of the company, in general accordance with his powers as such under the by-laws of the company, shall be binding upon the company ; and in no case shall it be neces.sary to have tlie seal of the company athx»'<l to any such contract, agreement, engagement, Itargain, liill of exchange, jtromis.sory note or che(iue,or to prove that the .same was maile, <lr.awn, accepted or indor.sed, as the case may be, in No individual pursuance of any by-law or special vote or order ; liability. ^nd the person so acting as agent, otlicer or servant of the company, .shall not be thereby .subjceteil inilividually to any lialtdity whatsoever to any I'rnvjHo : a.s to third person therefor; Provide<l always, that noth- ing in this Act shall be construed to autiiori.se the company to isstie any note payable to the Ijearer thereof, or any |iromi.ssory not*; intended to be circulated as money, or as the note (;f a bank, or to engagt,' in the husine.ss of banking or insur- ance. PtfKif may b<! bv d<'cUrft tion or atli- dAvit. 77. I'loiif^nf any matter whieli is necessary to b(j niadf under this Act may lie maih; liv oalh or atllrmation, or by solemn declaration, before any justice of the peace, or any commissioner for tal< ing aMidavit.'*, to be UHcd in any of tlie courts in any of the Pn^vincos of ('anada, oriiny notary public, each of whom is here-by authorise<i and empowered to administer oaths and icceive allidavits and deeiaratif*ns f.u that purpose. APPENDIX. 149 78. The provisions of this Act relating to Certain infor- matters preliminary to the issue of the letters ™^.^'**^f. V^* ' -' . 11*1''° invalidate patent or supplementary letters patent shall be letters patent. deemed directory only, and no letters patent or supplementary letters patent issued under this Act shall be held void or voidable on account of any irregularity in any notice prescribed by this Act, or on account of the insufficiency or absence of any such notice, or on account of any irregula- rity in respect of any other matter preliminary to the issue of the letters patent or supplementary letters patent, f 79. The company shall keep painted or affixed. Word "limit its name, with the word " limited " after the name, gertecf a'fter" on the outside of every office or place in which name of com- the business of the company is carried on, in a notice*s°&c^ conspicuous position, in letters easily legible, and shall have its name, with the said word after it engraven in legible characters on its sgal, and shall have its name with the said word after it men- tioned in legible characters in all notices, advertise- ments, and other official publications of the com- pany, and in all bills of lexchange, promissory notes, indorsements, cheques, and orders for money or goods, purporting to be signed by or on behalf of such|company,and in all bills of parcels, invoices and receipts of the company : 2. Every company which does not keep painted Penalty for or affixed its name, with the word " limited" after prec^ding° it, in manner directed hy this Act, shall incur a section, penalty of twenty dollars for every day duiing which such name is not so kept painted or affixed : 3. Every director and manager of the company. Penalty for who knowingly and wilfully authorizes or per- Permitting ■*■ viol&tioti* mits such default, shall be liable to the like penalty : 4. Every director, manager or officer of the Penalty on company, and every person on its behalf, who uses otttcerrus^ng or authorizes the use of any seal purporting to be or authoriz- a seal of the company, whereon its name, with '"^hout"^ ^^*^ the said word "limited" after it, is not so en- " limit«J " graven as aforesaid, or who issues or authorizes ^^ ^^' the issue of any notice, advertisement or other i:>0 JOlNi" STOCK COMPANIES MANUAL. Liability in additioD. orticial publication of such company, or who signs or authorizes to be signed on behalf of such com- pany any bill of exchange, promissory note, in- dorsement, cheque, order for money or goods, or who issues or authorizes to be issued any bill of parcels, invoice or receipt of the company, where- in its name, with the said word after it, is not mentioned in manner aforesaid, shall incur a pen- alty of two hundred dollars, and shall also he personally liable to the holder of any such bill of exchange, promissory note, cheque, or order foi" mone}' or goods, for the amount thereof, unless the same is duly paid Ity the company. rfoai>ectus. ^o. Every ])ro.spectus of the company, and ctTtairi ^^^*^' ^ every notice inviting persons to sui3scribe for contracts .shares in the company, shall specify the dates entered int<> i.i ri.i x i.» by company, and the iiames or the persons to any contract or be deemed entei'cd into by the company or the i)rt)moters, raudulent. dji-ectors or» trustees thereof, l)ef ore the is.sue of such pro.spectus or notice, whether subject to adoption by the directors or the company or other- wise ; and every prospectus or notice which does not specify the sauift shall, with icsjiect to any peison who takes shares in the conqiany/on the faith of such prospectus or notice, and who has not had notice of such contract, be deemed fraudu- lent on the part of the promoters, directoi-s and officers of tliL' company who knowingly i.ssuc such |>ios|>ectMs or notice. Company not H| TIkj coiiqiany .sliall not lie ImjuihI to see to h! iei.Ij2:t of the execution of any trust, whether express, im- tniiiu j)lied or constructive, in respc^ct of an}' share ; and the receipt of the .shareholder in whose name th(' .saiiH,' stands in tho books of the company, shall be a vjiliil and liinding dischiirgf to the com- pany for any dividmil or money ])ayabl(' in r«:Hpect of Hiich share, an<l wluitluM* oi- not notice of such trust has been givtm to the conq)any ; and tin? com|»any shall not \)v. bound to see to the ajjplication of tlw money paid u]ion such reeeijit. Dlrfi< :t..r- It. S9. Every director of the {•«»iMpany, and his *.'""; lieirs, exerutors and administiators, and estate ag»ii.-i I...- and effects, respectively, nmy, with the consent of comi»any. APPENDIX. 151 the company, given at any general meeting there- of, from time to time, and at all times, be indemni- fied and saved harmless out of the funds of the company, from and against ail costs, charges and expenses whatsoever which he sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office; and also from and against all other costs, charges and expenses which he sustains or incurs, in or ab»ut, or in relation to the affairs thereof — except p:xcei)t bj- such costs, charges or expenses as are occasioned t*ieir own heg- by his own wilful neglect or default. default. 83. The charter of the company shall be for- Forfeiture of feited bv non-user during three consecutive vears, '^^^^^^^ ^°^ .« ,- , ~ . 1 non-user. or II the company does not go mto actual opera- tion within three years after it is granted. 84. The Governor in Council may, from time Fees on letters to time, establish, alter and regulate the tariff of p^*^°*' *''•', the fees to be paid on application for letters patent Governor in and supplementary letters patent under this Act, <^'ouncil. may designate the department or departments through which the issue thereof shall take place, and may prescribe the forms of ])roceeding and registration in respect thereof, and all other mattei's requisite for carrying out the objects of this Act : 2. The amount of the fees may be varied Amount of according to the nature of the compan}^ the varied*" ^^ amount of the capital stock and other particulars as the Governor in Council thinks tit : 3. No steps shall be taken in any department }^^^^ ^^ p*^<^ J. Ji.1.- c ii.i. A. ^ 1 before action towards the issue or any letter? patent or supple- ia taken raentary letters patent under this Act, until after all fees therefor are duly ]>aid. 85. The directors of every company shall lay Fuiuute- before its shareholders a full printed statement of ^t^^chm^^t^ the affairs and financial position of the company ingforelec- at or before each general meeting of the company *''^°*- for the election of directors. 1")2 JOINT STOCK ( O.MPANIF.s' MANUAL. sell K J) CLE. FOini A. PuVilic notice is hereby yivcn that under " The Companies Ad" letters patent have been issued undei- the Great Seal of Canarla, bearing date the day of incorporating [here state names, address and adling of each corpvr<(tur named in the letters patent |,for the purpose o^herc state the undertal-in;/ oftJie Company, as set forth in the letters patent \, l)y the name oi'[here state the name of the Compani/ iis in the letters palent] with a total capital stock of dollars divided into shares of dollars. l)ate<l at the office of the Secretary of State of Canada, this day of 18. A.B. Sccretarv. FUK.M 11 Public notice is hereby given, that under " The Compavieff Act" su])plL'nientary letters patent have been issued under the Great Seal <»f < 'aiiada, beuriug date the day of , wheit'by the undertaking of the Company has Injen extended to include ^lere set out the other purposes or uffjrcts mentioned i)i the sujiplenicntary letters ixitent]. l)atfd ill tiie odic.' of the S:,'cretary of State of Canada this <lay of IM A.a Secretary. |()|;.M c Public notice is ln'reby given, that under "The ComjtanleK Act" Hupplen>ent«ry lett<Ts [)atent hav(! been issued under the Gn^t Seal of ('atwula. bearing <lat<; the APPENDIX. 153 day of whereby the total capital stock of [here state the name oj the Company'] is in- creased [or reduced, as the case may be] from dollars to ' dollars. Dated at the office of the Secretary of State of Canada this day of 18 . A.B. Secretary. Instructions for Forming a Company Under the Domin- ion Act. Extracts from the Act Cap. 119 Revised Statutes of Canada, containing the forms of proceeding and record prescribftd by the said Act, in reference to the issuing of Letters Patent. Notice to tie given in the " Canada Oazttte," and what it shall con- tain. — " 4. The applicants for such letters patent must give at least one month's previous notice in the Canada Gazette, of their intention to apply for the same, stating therein : Xmnr. — (1.) The proposed corporate name of the Company, which shall not be that of any other known company, incorporated or unincorporated, or any name liable tu be confounded therewith, or otherwise on public grounds objectionable ; Purposes. — (2.) Tne purposes within the purview of this Act, for which its incorporation is sought ; Chief place of fjusiness. — (3.) The place within the Dominion of Canada, which is to be its chief place of business ; C'tj/itdf. — (4.) The inten<le<i amount of its capital stock, which, in the case of a I^oan Company, shall not lie less than one hundred thousand dollars ; Shnrvs. — (o) The numljiT of shares and ainnmit of each share. Names, etf., of applicants. — (G.) The names in full and the ad- dress and callirjg of each of the applicants, with special mt-ntion of the names of not less than three nor more than fifteen of their numbt-r, who are to be the first or Provisional Directors of the Company, and the majur part uf whom must bo resident in Can- ada. Petition for lutlns i>at' nt. — .'). At any time, not more than one month after the la«t publication of such notice, the applicants may petition the (iovernorGeneral, through the Secretary of State of CanadH, for the itwue of such bttiirs jtatcnt ; II hat it ihall ronlnin. —('2.) Such petition must rccilr th«^ facts ■♦•t forth in the notice, and must further state tin- aniounL of stock tak«'n by each applicant, and also the amount paid in upon the »t')ck of each applicant, and the iniiniHT in which the same has been paid in, and is held for tin; Company ; INSTRUCTIONS FOR FORMING A COMPANY. 155 A certain amount of stock must he taken. — (3.) The aggregate of the stock so taken must be at least theone half of the total amount of the stock of the Company ; And a certain amount j^aid up thereon. — (4.) The aggregate so paid in thereon must, if the Company be not a Loan Company, be at least ten per cent, thereof ; if the Company be a Loan Company the aggregate so paid in thereon must be at least ten per cent, thereof, and must not be less than one hundred thousand dol- lars. Disposal of amount paid up. — (5 ) Such aggregate must have been paid in to the credit of the Company, or of trustees therefor, and must be standing at such credit in some chartered bank or banks in Canada, unless the object of the Company is one requir- ing that it should own real estate, — in which case any part not more than one-half of such aggregate may be taken as being paid in, if bona fide invested in real estate suitable to such object, duly held by trustees for the Company, and being of the required value over and above all incumbrances thereon. Certain provisions may he inserted in patent. — (6.) The petition may ask for the embodying in the letters patent of any provision which under this Act might be made by by-law of the Company incorporated ; and such provision so embodied shall not, unless provision to the contrary be made in the letters patent, be subject to repeal or alteration by by-law. Preliminary conditions to he estahlishcd — Proof of facts asserted. — 6. Before the letters patent are issued, the applicants must estab- lish to the satisfaction of the Secretary of State, or of such other officer as may be charged by the Governor in Council to report thereon, the sufficiency of their notice and petition, and the truth and sufficiency of the facts therein set forth, and that the proposed name is not the name of any other known incorporated or unin- corporated Company ; and to that end, the Secretary of State, or such other officer, shall take and keep of record any requisite evi- dence in writing, by oath or affirmation, or by solemn declaration. Fees must be paid before action taken. — (3.) No step shall be taken in any department towards the issue of any letters patent or supplementary letters patent under this Act, until after the amount of all fees therefor shall have been duly paid. Copies of certain notices to he published hy the Compamj in local paper. — A copy of every notice of issue of letters patent or sup- 15() JOINT STOCK companies' MANUAL. plenientary letters patent which, under the provisions of this Act, the Secretary of State is required to insert in the Canada Gazette, shall forthwith, after such insertion, be, by the Company to which such notice relates, inserted on four several occasions in at least one newspaper in the county, city or jilace where the head office or chief agency is established." The following is the schedule of Fees payable under the 84th section ot the said Act : " 1. When the proposed Capital Stock of the company is $500,000 or upwards, the fee to be $200. 2. When the proposed Capital Stock is $200,000 or upwards and less than $500,000, $150. 3. When tiie proposed Capital Stock is $10u,000 or upwards and less than §200,000, $100. 4. When the proposed Capital Stock is less than $100,000, $50. 5. Wlien the proposed Capital Stock is $lO,nOO or less than $40,000, $30. On application for Supplementary Letters I'atent the fee to be one-half of that charged on the Original Letters I'atent." All fees must be paid in cash or by an accej)ted checpie made payable to the order of the Honorable the Secretary of State, and must be transmitted to liim by Registered Letter. (J. I'oWJlLL, Cndrr Sccrclary of Si ate. l)epartment ot the Secretary of Slate, Ottawa, I2tli October, IS83. INDEX. Acts. Table of, 9. Actions. By or against company, IS. For enforcement of paj'ment of calls, 40. Advertisements.— ^ee Notices. Affipavits. Proof of matters may be by, 17. Pro\'incial Secretary authorized to take, 17. May be made before Commissioners and Justices of the Peace, 17. Fees for taking, 59. Applicants. Need not be residents of Ontario, 11. Number of, should not be too large, 11. Not less than three, to be Directors, 12. Directors must be, 14. Application. For Letter-- Patent, 12. Shares, 61. Auditors and Auditing, 5-5, .56, .57. Ballot. Election of Directors to be by, 28. Books of Company. Wh.at to contain, 30. To be kept open for inspection, 31. Penalties for false entries in, 31. refusal to allow inspec- tion of, 32. Transfer to be kept, 31. Bonds. Company may issue, 30. Business. Chief place of, 12-14. change of, 23. Bt-Laws. Table of, 90. Directors may make, 29. To change number of Directors, or chief place of business, 23. Divide shares, and increase or de- crease capital, 20, 21, 22. For the allotment, forfeiture, dispo- sal and transfer of st'>ck, 36, 40. the making and payment of calls, 39. For issuing and registering certificates of stock, 29. declaring and paying dividends, 40. regulating terms of service and ([ualifications of Directors, 29. By-Laws. For appointment, security and re- muneration &c., of agents, 29. the holding of meetings and the procedure thereat, 29. Must be confirmed at General Meet- ing, 22, 23, .30. For certain piu-poses must be approv- ed of by shareholders, 22, 23, 30. must be con- firmed by Letters Patent, 22. Calls. When due and payable, 39. Enforcement of payment of, 39. Forfeiture of shares if not paid, 40. Shareholders in arrear, in respect of, cannot vote, 29, Capital. Of company, l\. Maj- be increased, 20-21. Allotment of, when increased, 20. May be decreased, 21. Buna ri'Jc character of increase or de- crease of, 22. Charter. -5ee under Letters Patent. Company. Formation of, 9. . Name of, 12-13. right to. 18. change of, 18, 19, 20. Powers (i, 19, 25, 26. to hold land, 19. Object of, 13, 17. May issue preference stock, 36. Place of opera ions and chief place of business of, 14, 23, 24. ]Must keep books, 30. Obligations, &c., of, not affected by change of name, 18. Ti) make returns, 32. Not to buy certain stoclc, 44. When contracts, &c. , binding on, 43. Constituticn, change of, 19. Formation of, under Dominion Le- gislation, 154. Companies. May be authorized to act as trustee, &c., 47. Incorporated under Imperial Acts may obtain Letters Patent for cer- tain purposes, 10. Winding up of, 96. Registration of winding up order, 98. Consequences of commencing to wind 7 158 INDFX. CoMPAME.<. (Seneml lowers of lifiuiilaton>, 100. 103. Lial'ility of Contribiitories, 104. Li<HiiHators' dutieK, 100. E.\|eD«e!', 108. Meeting's of Contributories, 108. Assistance of the Court, 110. Matters of Practice, lltl. I)i8!<olutioii of Company, 118. Rules to cairv out Act, IIH. CO.NTKAI.TS, 18," 19, 2X. Ckeihtoks of Comi'a.sy. May inhpect liookh, M. Kii;ht8 of, continued, 18. I»KUtNHHES, COMPAXT MAY I.S.SL'F, 30. I)IHKCTOKS. Fii>t, luu.st be applicants and share- holders, 13, 14. not be in arrears, 14. Number of, liow regulated, 14, 23. Qualification, election and powers of, 27. Vacancies in board of, how filled, 28. Names, etc., to be entered in books, 31. KefusinK to all<iw inspection of books, penalty for, 32. May hyjioihecate, mortgage or pledge t! e property of the company, 30. Payment of, 2S, '3*'>. Liability of, 41, 4% 1)1 VI I) EM IS. Directopi may make by-laws respect- ing, 211. Liability of directors for iiiiproi>erly declaring, 4o. Ki.KcrioN. nf IHrectors, Ac, mode of, 27. K\K< I touh. I.i.iliil ties and rights of, 3Ii. iKf-. > li 'Itde of, payable on Letters Pa- t. It, Ac, 4'!. For tiikin/ ullidavits, &c., T/J. a<lv«rtii«iiiK' in Ontario (iuzrtte, 7. ' I • "in blank, furnJMhed by Secrti- • .1 \ '•< il«-partmfnt, I''', 3.'>. ■|..l.l.-uf, 1. I- AM'. I'..w.r ..f Company to hold, I'.i. I,tn ( I'.i Patknt. .\iiiiiImt of iterNons re<|Utred to ob tiiin, II. < 'onditioiiH Iwfofr iNHiiti of, 10. .Miiy contain nnnii-N and objuctii dif- fi-ruiit from that in notii.-**, 17. T.. I-. ..M».r.>d in lH.ok, 31. r irregidnrity, \'X '' , Ifd iKiwcrx. 47. Form of, M. Forf<'itnr«' by non*tiM<r, Ift. Objection to grant of, 13. LoA.vs. To Shareholdei-'', ntit to be niadt». 44. Mkktin(;s. When held, Ac, 28. Directors mav make lij'-laws respect- ing, 2il. Special may be called by Sharehold- ers, 29. MeMORAXPIM <)!■' ASSOCI.VTIO.V. Contents of, 14. Mortuace. Directors may, the property "f the Company, 30. MoKTCAtiOR-S. May vote, 39. MoHTAfJtKS. Not personally liable, 39. Money. How to send to the Departn enr, and to whom payable, C<, 7. Na.me of Company, 13, 17, 19, 20. Not to be that of any other Company, 18, 20. Objection to, 18. Exclusive rights to. &c., 18. Change of, 18, 19, 20. mui-t he published in the <Ja:ttte, 20. not to effect suits, &c., 18. Names. (Jf applicants and Directors in notice and jietition, 12, I'l. I )irectors and Shareholders to be entered in books, .31. Notre. ( )f application for Letters Patent, 13, 1.% IG, 17. rates for insertion in Gazette. 7. Of change of place nf btisiness to be publi.ihed in Outurio Hir.ittf ,'!'•}. name to l)e ]iublished in Ontario (iuutli; pr(>teHts of Directors against ille- tfal Acts, 41. appliciitiou for change of name, 18, 29. Of uljiitrncnt »{ sliares, (il. chIIh, .•'9. nicTlings, 28. apjillcutinn for Supplementary Letters I'atent, 22. publication of <!urt<iin lly-lawn, 23. OlUKCT. Of (.'ompany, 12, 13. Of enili'.dylng certain pr<i\ i-ionH in Charter, l<i. OiUK<-ri<».N. 'I'o name of Company, l'>. granting of Letti'rx I'iiI'MI, l.i OkKH Kolt ClIIEl' I'lMKoi ISrslNESS. f/ompimy inu-t havr, 12, 14, 23. Okkhkhm. Dirt'ctorH may make By-laws respect- ing, 29. INDEX. 159 Officers. Liability of, for refusal to allow in- spection of books, 31. OxTARio Gazette.— Sec under Notices. Operations of Cojipany. Where carried on, 12, 14. Payment. Of Directors and President, 28, 36. calls, 39. fees before issue of Letters Patent, &c.,-15. Partnership. Conversion of a, into a Joint Stock Company, 54. Penalty For false entries in, or refusal to allow inspection of, books, 31. default in making yearly state- ments, 34. Petition. For Letteis Patent, 14, 16. Evidence of, 16, 20. For Supplementary Letters Patent, 22. Change of name, 19. Must be signed by officers and sealed, Powers. Of Legislature of Ontario, 11. Directors, 29. Company, 19, 2.5, 26. may apply for extend- ed, 24, 2.5, 46. President and Officers. Shall be elected by Directors, 28. Payment of, 28, 36. Preferential Stock, 36. Protest of Directors against ille'-al Acts, 41. Proxy. Form of, 88. Shareholders may vote by, 23, 24, 28, 30, 37. Proof. Of By-laws having been sancti'jned, 23. Boiia-p'ile character of increase or decrease in stock, 22. Notice, 17. Matters by affidavit, 17. Purposes or Ob.ifcts, 12, 13. Returns, Annual, 32. Real Estate. Company may hold, 19. Remarks, and Information, General, .52. Remittances, 6. Re-incorporation. Proceedings to obtain, 46. Letters Patent of, may authorize in- crease of capital, 47. Seal, 20, 23, 24, 30, 40, 59. Securities, 30. Shareholders. Directors must be, 14. Right to vote, 28, 29. Shareholders. Liability of, 88. when capital decrej,sed, 22. No loan by Company to, 44. May call special meeting, 29. In arrear cannot vote, 29. Must api)rove of certain By-law-, 22, 23, 24, 37. List of, to be made annually, 32. List of, must be kept in books, 31. May inspect books, 31. Shares. Amount of each, 12, 14. Application for, 61. Preference and ordinary, 14, 3J. New, must be of same amount as old 23. Forfeiture of, 40. Price of, remarks re, 53. Transfer of, 37. Allotment of, 22, 36. powers of Directors in, 36. Effect of unregistered transfer of, 37. Restrictions a.s to transfer of, ,3". Subdivision of, 20, Number of, held bj' each shareholder, entered in book, 31. Solvent Condition, Company must be IN, 20. Statement of Affairs. To be made annually, 32. Penalty for default, 34. Stock. SubFcriptiim of, must be proved, 15. Amount of capital, 12, 14. Allotment of, 22, 36. Increase of capital, 20. Preference and ordinary, 14, 36. Decrease of capital. 21. By-laws regulating, 20. Not transferable when calls unpaid, 37. Entry of transfer of, may be refused, 37. Sale and transfer of, 37. Liability of shareholders for amount of, 38. Book, nature of, 16. Amounts paid and unpaid on, to be entered in books, 31. Transfers of, to be entered in books, 31. Of other corporations not to be bought, 44. Statutes. Table of, 9. Supplementary L'tters Patent. How obtained, 22, 25. Fees on, 46. * Must be entered in books, 31. Effect of, 25. Suit. By and against Company, 44. Books to be evidence in, 31. 100 INDEX. Suit, Change of name not to atfect 18. Table. ( )f Statutes, 9. (ee-i, 4.">. ftinuH, 1. by-laws, IK). Trustees. Of shares, rights of, 39. Vote, Of two-thirds re<iiiire<I, '^1, 24, 30 Vote. At meetings, 28. 2*.). May be by pro.xy, 22, 2-J, 28, .«). VOICHERS. Necessary for audit, 57. \V.u;ks. Liability of Directors for, 44. Winding up Act. CVimpanies to be subject to, 50. ADVERTISEMENTS. MANUFACTURERS OF &c., &c., ^«^49 & 51 V/ellington Street West,^-^- TOROrsTO. Desig^Jis and Estimates fumisJied. WILLIAM ROAF. JAMES. R. ROAF. R. ARMSTRONG. Eax'X*±s'bex's, SoXxcxtox's, IN"ot;a.x?i©s, &:c. Commissioners for Quebec. 39 KIISrG STRiilET A\^EST, Telephone No. 1506. TORONTO. ADVERT ISEMKNTS. UNDER^yyOOD'S WRITING » COPYING INKS! rpIIESE old English Inks are now hoinjr manu- I facturetl in Canida, and can he obtained at all Stationers. Although only introduced here in June, l-s7, they arc rapidly supersedin<4' all other hrands. and a!"e in use hy The Dominion and Ontario Governments , \M' r.V I.KAI'IN". BANKS. INSURANCE COMPANIES, AND MERCANTILE ESTABLISHMENTS TiiK()r(;n()( r thk dominion. Samples on application In JOHN UNDERWOOD & CO., I Johnson Street, TOZE^OKTTO. ADVERTISEMENTS. WEBSTER'S UNABRIDGED Witli or without Patent Index. Besides various useful tables, it contains A DICTIONARY 118,noo Words, 3000 Engravings, A GAZETTEER OF THE WORLD (if 2.VMI0 Titles, (recently added) and A BIOGRAPHICAL DICTIONARY of nearly 10,ou0 Noted Persons, ALL IN ONE BOOK. IT IS THE STANDARD Authority in The Crovernment Printiiig Office, and with the United States Sapreme Court. Keei.immfnded by the State Sapt's Schools in 36 States, and by Oyer Fifty College Presidents. For supplying Schools, Every State Purchase has been of Webster. The London Times of England, Says: It is the best Dictionary of the language. Hon. Geo. Bancroft, the Historian, Says : It is superior to all others. Toronto Globe, Gauada, says : Its place is in the very highest rank. Similar testimonials have been giren by hundreds of the best American and European Scholars. GET THE BEST. The work now has 3000 more Words and nearly 2000 more Illustrations than found in any other American Dictionary. Invaluable in every School and at erery Fireside. Published by G. & C. MEBRIAM & CO., Springfield, Mass., U. S. A. X). IPIKIE, MANUFACTURER OF Tents, Awnings, Flags and Sails, Waterproof Horse & Waggon Covers, Life Preservers. Bags, Lawn Hammocks, Etc, Hoist and Wire Ropes spliced. IST King Street East, - - Toronto, Cnt TENTS TO RENT [Telephone 1291.] ADVERTISEMENTS. AUTHORIZED CAPITAL, $300,000 •ooo'ooe^ nVXIdVD QHZIHOHinV ^ SO) 1^ si 9 UC SOUTHERN REGIONAL LIBRARY FACILITY ADVERTISEMENTS. AA 000 851 486 OFFICE FURNITURE! JOHN M. BLACKBURN, -SOLE AGENT FOR- GUGGISBERG'S ROLLING SWING DESKS, HILiL'S BLOTTKR BATHS, For Copying; Letters without Bruish or Water. The Challenge Lever Letter Presses ! The only perfect Lever Press ever made. IvIcFIiER-SON'S Celebrated hydrostatic copying presses. o o -♦J (/I o u >s o CD CO w Office and Library Chairs, Table!!), and Stool§ ; Bookcases, Sccretaricti, Davenportu, &o. &c. N.B. — Any article of Othce Furniture made to order on the shortest notice.