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MICROCOPY MSOIU'ION TKT CHART
(ANSI and ISO TEST CHART No 2)
A /APPLIED IIVMGE Ir
16f)5 fosr MO'" St'e*t
Nochesle- New forh M609 USA
t^i6) *ei - 0300 - Phong
(716) 286 - ■1989 - fao
PAMPHLET NO. 1
Reoiaed December. 1915
1
CONTAINING
THE SASKATCHEWAN CO-OPERATIVE
EEVATOR COMPANY AQ
Together with an Explanation of Its Provisions
PUBLISHED BY
The Saskatchewan Co-operative Elevator Co., Ltd.
L
AJJrtts alt CommunUution^ to
ORGANIZATION DKPARTMF.NT.
SASKATCHtWAN CO-OPERATIVE ELEVATOR CO . LTD.,
REGINA.
tmmm
The Elevator Adl in Plain English
111 this pamphlet the facts concerning The Saskatchewan ( "o-operative
J'^levator Company, Ltd., are presented. Practically ever\'thing in it is
contained in the Act creating the Company, but here the facts are presented
in simple language free from legal phraseology. It has been deemed
advisable to adopt the categorical, or question and answer, style of
presenting the subject. In order that the facts may be veiified, the Act
itself is included with this pamphlet and may be referred to. At the end
of each answer the number of the section (of the Act) that applies to the
point under discussion will be found.
(Question — What is The Saskatchewan Co-oix-iative Elevator Companv,
Ltd.?
Answer- — The Saskatchewan Co-operative Elevator Company, Ltd., has
been created by the Saskatchewan Legislature and has at this date
(December 1, 19L')). over 16,000 Saskatchewan farmer shareholders.
As other farmers suliscribe for shares, tliey. tfu), become members,
(Section 2.)
(Question- — Why has it l)een created; wliat is its ])uiposc?
Answer — It has been created in res))onse to the requests of the organized
farmers of Saskatchewan for I'elief from the exactions of corporate
interests, controlling, in a large niea.sure, the grain trade and other
industries. It was the m<).«t jiromising measure of relief that the
Elevator Commission and Saskatchewan Legislature could devise and
has the unanimous endorsation of The Saskatchewan (Jrain (Jrowers'
Association. The pur])ose of tht? legislation is to create a company
of fanners as well directed and as strong financially as aTiy existing
('ori)oration in the grain trade. This ( "ompany is by its mere piesence
in the trade raising the level of l)usinet<s ].ractice and ensuiing a larger
measure of fair dealing. By its operations in the trade it aims to
iionestly make fair profits and distribute thcin amongst its patrons
and supporters. (Section 2.)
(Question — How was the Company first organized?
Answer — As soon as sufficient siiares were taken by farmers :it twenty-five
ditTerent points to enat)le the Comjiany to start to build elevators,
a general meeting of the shareholders was called. Of course, all the
,shareholders could not come to one i)lace at one time any more than
all the memlx'rs of The (ii'aiii (irowers" Association could come to
Hegina to a convention. Therefore, the sliareholders, or meml>ers
of tlie ( "tympany living in one district, first met and apjxtinted delegates
or repi'e.sentatives to attend the general meeting of the ( 'ompany and
repr(>sent their local eievittor. \ i)ody of shareholders who aie all
interested in on<' elevator and live in one district is called a "local."
i.Soctiou 1.) Thus these delegates from each grouj) of shan^holders
or local constituted the first general meeting. M this meeting nine
directors were (-Ituited, three of tlietn for three years, three for two
years, and three for one year. These nine directors are responsible;
for the affairs of the Company until the next general meeting, and so
on. (Sections 7, S, 10.)
(2iicsti()ii--\V)uM-(' is organization being conducted fioni?
Answor-The head oHice of the Company is at RoKina. All in(,.nnes on anv
sul.ject should .eaddressed toOi-Kanization Department.Saskatehevvan
( o-operative lUevator Couipany. J,td., Hegina. (Section o.)
Question— What are the powers of the ( 'ompany?
Answer-The powers of the Company are very\vide as it mas do "all
™"^^%""'"'?ntal to the production, storing and marketing of grain "
Ihus if It wishes It mav not only own and op..rate elevators and l.uv
and sell grain hut it may own and operate luml)er vards, deal in cmi
wood, Hour, feed, twine and machinery and, in short, do anvthniLr
TWr/<"'l-''% fjr'r'""'^''''^''' f" **''' P'-'»l"<-ti'»i of "grain
Lnder >ection 2 of the Act, therefore, th(> Companv mav en-.iire
in any business needful to grain growing, if it judg,>s that the farmers
are no getting a square deal from those alreadv engaged in it It
was te t very strongly that farmers were getting less than justice
from those engaged in the business of [,uying, storing and handling
grain; the creation of this Company is the result. It has taken ve rt
of effort and agitation to secure it, but on account of the wide p.nvers
given to this ( onipany it will never again be iiece.s.sarv for the ..rg.inized
farmers to ask for as.sistance of tiiis kind from the Saskatchewan
Government. There is now no business affecting farmers in this
province in which farmers may not lawfullv and c-ffectively .n-aee
on a co-operative basis. (Sections 2, 4.) **
(Question— What is the capital and how is it divided?
Answer— The capital of the Company is not a fixed amount, as is the case
with other compames; it may l)e changed from time to time bv the
Government. The reason for this will be referred to later \il the
capital, however is divided into shares of fiftv dollars each. * These
shares can be held only by farmers and no person is allowed to take more
than twenty shares. Thus, no farmer can hold mor(> than $1 ,000 worth
ot shares m the Company. To secure $1,000 worth of shares, however
It IS not necessary that a farmer pay $1,000 in cash. Only $150 need
De paid in cash. 1 his represents 15 per cent, of the face value of the
shares. 1 he remaining 85 per cent, will remain subject to call \
tanner may take any number of shares from one to twenty. (Section .V. )
Question— How may a local be organized?
Answer— If a group of fanners wi<h the Companv to buy one of the
■levators at their shipping point, or to build a new one, thev should
wnte tfl the Company for petition fonns in order that they mav
proceed to subscribe for shares in the Companv and induce theiV
neighbors to do the same. To .secure a 30,000 "bushel elevator at
least as many shareholders as will represent 6,000 acres of land
under crop and who will subscribe f .r a minimum of 180 shares will
be retuiired before an elevator of tliat capacity can be provided at
the p(,int l)y the Comi)any. One hundred a"nd eighty shares are
stated, tor that is the approximate numbei of shares required to
capitalize ttu; building of .jne of flie Companv's standard :jO,000
bushel elevators fully eriuipped, allowing for fluctuations in prices
ot matenals. labour, etc., which, of course. diffiT somewhat from
year^to year. Xo hmit is .set regardinsr the number of ^h;!!<-: that
may Ik' siihscrilu'd for any one local, luvausc the ("oinpaiiv is
desirous that all Saskatchewan fanners shall heconie niteiested
^upiiorters of the (\)mi)any. (Sections 12, 13.)
Question— i;xi)lain that more fully —Kive an instance.
Answer- Sui)i)()se, then, that ten farmers, (>ach havinjr al)ont 100 acres
\inder crop: ten, each having al>out 200 acres: five, each having
ahout ;500 acres: and foui, eadi iiavin.!-; aliout 400 acres under crop,
each took from one to twenty shares, afjsrre^atins at least ISO shares,
and paid u)) from 87,00 to 81.')0 on their shares, the ttital acreage
under croi) of the>e twenty-nine fjirmers would lie (i.lOO acies. The
Act requires that the sharelioiders shall represent 2.'M)() acres of crop
for eacli 10.000 Imsliels caiKiiity of the i)r()posed elevator. Thus,
these twenty-nine farmeis and shaieholders would eiiaMe the Company
to huiUl or "buy a :}0,000 bushel elevator.
Tlie.se n>(iuirements are ((uite rea.sonal)le. and tuv designed to
secure and retain the interest and suppoit of a sufficient numlxT
of the actual grain-growing farmers to insui-e the success of the local,
even if no grain othei than that grown by shareholders were handled
by the elevator. The objectionable and unworkable feature of
requiring a guarantee of support from the farmers of a district is
absent: but the self-interest of a suHicient number is invoked and
su])i)ort i)ractically assured.
(Question — Does a shareholder pbdge or bind him.H'lf in any way to ])ut
his grain through the ('om])any's elevator at his ])oint?
Answer -No ]dedge or guarantee' of any kind, expressed or irni)lied, is
e.\i)ected, asked for, or re(iuired. A shareholder is as much at liberty
as any other farmer to ship his grain how he pleases or to sell it to
the highest bidder, it has Ik en i)roven, however, that the Conrpany
is able to do for its sui)porters at least as well as anyone else can do,
and its shareholders realize that by dealing with it, they, instead of
others, will receive the jjiofits, (Section 12.)
(Question— Is the ("ompaiiy comiK'lled to organize .a local and acfiuire
an elevator at every ]>oint that requests are received from?
.\nswer--As the ('omi)any is a commercial concern— that is, it exists to
conduct a certain line of business at a ])ro{it- it is evident that it must
be allowed to carry on its affairs and develop in its own way. and
always with a view to making a financial success of its work. There-
fore,' it may not always be possible for it to estal)lish an elevator
immediately it is asked to do so. The elevator might be far distant
from any existing local so that the cost of insi)ection, etc., would be
very heavy. To b(> administ(>red economically elevators should be
located in groui)s or in lines (h(>nce the term '•line coini)anies") and
if it is to .succeed iinaiicially ami othenvise the Comiiaiiy must act in
harmony with economic laws, just as a i)rivate cojujiany would have
to do. (Section 12.)
(Question — Can the Company organize locals or establish elevators at
jioints where the shareholders have not enough acreage.
Answer-Provision is made in the Act for the estalili.shtnent by the
Companv.with the consent of the (iovernnient. of elevators at jwints
where tlie shareholders may not represent <ufhcient acreage of crop.
llic purpos,- of this provision is iippan-iit. At iiuiiiv of the lunvor
I)oiut.s in the prosincc thcro may not he siifficioat acreage for the
rc(iiiirenients of the Art in the (nirrent year, but the prospeetive
uicrvise in aereage nuji;ht justify the directors in asking for .special
))erniissioii from the ( "lovermnent to huild then-. (Section |:{.)
(Question How are the affairs of the Company manafied'.'
.\nswer For every local there is a iecid hoard of manas?ern;'nt. five in
nninher, elected annually by the shareholders of the Company at that
point. The duties and powers of these local boards of management
are c(mtained in the By-laws of the ComiKiny. (Sections 14, UJ. i
(Question What about the central management that we hear of.'
.Vn.swer .\ business of sue' l;iry;e proportions must be operated as a
system, and a system rmisl have central manaKcment. In .-iicli
matters as selling the jjiain, emijloyitiR operators, inspectinf? elevators
and records, purchasing buihUng material and sup|)lies, making
tinancial arrang<'ments. and in a score of otlier ways, a central body
has a great advantage over a number of scattered iinils. This is
why wide powers are given to the board of directoi-s. (^Section !». II.)
(^leation— Is thi.s a new i)rinciple or has it alrendv been applied lo other
affairs?
Answer This is the prin(ii)le ujxjn wliich all the great i)usiuess concerns
of the day are condticted -and these are the concerns which this
( "ompany is crcat'-d to cope with. The central boai'd o( directors is
elected at the gen(M-al meeting, which is composed of one rielegate
from each local, and this central l)oard is responsible for the whole
of the Company's business. (Section Hi.)
(,)uestion -Is there any dangi'r that the central board of directors will
:d)use tliese large jjowers?
.Vnswer The central board will have no |)owers other than tho.se given
it by the general meetings, and these meetings are made tij) .solely
of •'■■legates from the locals. Thus the source of authoritv is in the
loca , and the remedy for any abuse; of power lies with the locals
through their aiiiwinted delegates. The authority that gives the
power in the first instance can withdraw or modifv it. if nece.ss,Mr\-.
(Se( tions 1 1. 1(). I
t^uestion -What is this genera! meeting that has been referred to?
An.swer This is the Company's ammal convention or parliament and is
composed of one delegate' from eai-h local. Reports of the year's
w«rk are presented, fully discussed, iUid pass(;d upon by the delegates
;isscmbled. \'acancies on the directorate, caused by the retiring of
three directors, as provided by Section 9, are filled, and the general
policy of th<> Coiniiany revic'wed. The meetmg mav also add to,
or amend, the Ky-laws regulating the affairs of the Comp.any.
(Question— Where is the necessary money to come from?
Answer— The Company must have money to buy or build elevators, and
t>^ buy grain. Of the money required for acquiring elevators
15 p'r cent, is paid by the farmer shareholders and 85 percent,
by the -'askatchpwan fJovernment. This monev is loaned bv
thi! (lovcniiu'iil and is not a uraut For the p.iiposc ol' Imyiiin
grain, the Company may Itorrow from a hank on tlic s(( iirity of
its uncalled capital stock. It may hypothecate to th(^ bank the
grain wliich it buys. It may mortgage any real or i)ersonal property
it ac(iuires, and, generally, it may arrange to raise the necessar>
funds in exactly the same manner as otlur companies do. The
Government neither gives nor loans to the Company any money with
which to buy grain. (Sections 27, 24. M. 4.)
(Question How are the earnings of the Company spent?
Answ(M- The money earned by the Company is spent as
(1) Kxi)enses (if operating and maintaining the e
first paid; this includes head office expenses, salaries, etc.
(2) .Vmounts due to the (lovermn<'nt for principal and interest
loai\s made for the ])urpos(> of actpiiring elevators will next be paifl.
lot lows:
levators, etc
are
on
Divisions of Profits.
(li) .V dividend of not more tiian 10 per cent, may come next;
it rests with t'lie Company to decide whether any, and if any, how
much, of the i)rotits shall lu- distributed in the form of a dividend.
(4) The balance, if any. may then be divided according to any
one of s(,'veral i)lans. .\fter the dividend lias been i)aid, (and this
has been the policy hitherto adoiHed) 50 per cent, of the balance of
the surplus, or profits, may be ai>plied on the unpaid portion of the
shares that were allotted prior to the first of April in the financial
year during which such surplus was earned. That is to say, a c(rtain
amount may l)e placed to tlie cnnlit of the shareholders for each share
they hold, increasing its jiaid n\) vahi(> and lessening the unpaid portion
for which the shan^holdcM- is liable, thus improving the Cfmipany's
standing by increasing the iiaid \ip capital, without making further
calls upon the shareholder. If this procedure is followed for a
numlx'r of years tlie shaiciiolders may in time become posses.sed of
fully paid up shares without having been called upon for more than
the first ])ayment of 15 p(>r (H-nt. Or again, half of the remaining
surplus, after the dividend has been paid, may be divided amongst
the shareholders on the i)asis of the business brought by them to the
Company; thus, tiie man putting Hve thousand bushels of wheat
through a co-operative (^levator would receive five times as large a
.share (,f tlu' balance after the dividend has beiMi paid as would the
man putting oidy one thousand bushels through. This should
naturally enc(Hirage loyalty to theii own elevator upon the [>art of
the supporters of a local; or, half of the balance may be paid to the
shareholders upcm the basis of the profits earned by the particular
local to which each belongs compared with the profits earned !)y
others.
Having ilisposed of 50 per cent, of the profits i after the payment
of the dividend, if anv, has been provided for) in accordance with
one, or more, of the plans outlined, the balance nuist be placed to a
reserve fund which woukl be a nest egg for u.se in a bail year, should
one be experienced. Thus, several i^lans for the distribution of
profits are provided in the Act. and the choice of any, or either, lies
with the Conmanv. (Sections 20. 21.)
8
Question It is n».t a fact, then, that all prohts and losses must In'PooJ'.'l
^ and that the supporters of a successful local .^-lU get no more than the
supporters of an unsuccessful one?
Answer-It has been wrongly thought by many that all profits and losses
must he pooled, and that the division of any surplus would be on he
hi" ' of share and share alik(«. It wdl have been seen from he
foregoing that this is not the eas,>. an.l that provision is made in the
\"t^^ various divisions *,f a suq-lus, and tliat the choice of which
division shall be made re^ts with the general meeting. Hu; earnings
dl locals need onlv hv p.-ol.-d until operation and maintenance
•hnruc^ on all have lu'cii pai<i and the amounts (hie to the (>oveni-
nu'nt iiav.- '-.><■.. •,. funded. Of <'oui>e, the basic principle ol a
M ,.-'•• .;>-n>nse is that of union for strength, ami hat the
r r .oitunat,. may uplioid the weak and untortunaf. 1 he
sh, .olders are. therefore, shareholders m ti... ( ompany as a wholc
^ulv .•omu.-t.d with tlu.ir lespective locals on y as supporters and
tr ons then /'. The piin.iples laid down by the ongmators . f the
111 - that eaci« slu;reh..lder shoui.l have a financial interest '.v*
in his own l..cal, but in the Company as a whole, and that locaiS
nst ca.l of being indepeiulent of ea.'h other, should be- inter-dependen
hr vigh a svstem of centnd manag.m..nt-have lu..;n amply just.hed
1 eexpeVi..nce of the Company, and have Ik..,, impor ant fact oi-s
i its success. Thus, though in unfavourable seasons the bu.s,, -s
o a few lo<.ds mav be seriously affect.-d by drought or hail. uk.
roHnuraliv.. f.>atu.r of the ( on. j. any 's organization proviues a link
in ing th.' whole tog.-ther so that locals domg an unprohtable
,si "ss Mi-e h.'lpcd and carried over by those doing a good business
Wen' the afTecte.l locals owned ami controlled by small mdepeiul, nt
firn.-rs companies, the shaiehol.i.-rs wo,.l.l not only not revive
ii 'ends, bu their <-oinpanies woul.l possibly 'ne ..ompelk-d to give
busim'ss ..wing to th.' financial loss of operating their .-leva ..is
der s 1 ii' a Iv.Jrse .....utitions. The policy of shaiv ami share al.k..
s ma advantag.s and were it n..t a featun- to some .;xtent th.-
' ,11, ■ V 1 hi los.' half i.s usefulness an.i use on y ha t its oppor-
3 Mat, to follow :hat policy .hrough thick an. thin might
■iv..l K .in.l.r .ertain .iirumstam ,>s, be almost jnitting a
:r;nh m ." ■ . s, .l ...l .hsloyahy. as s.,me h,cal n.iglit slacken
:S; St. war Is SU....SS an.l nst ..n the a^^uraiuH. that the ..th.Ts
v.r. s cc. gaM.l that it w.,uUl sha.v in the profits. Ih.-r.. ore
rnvi<^^ !■' vis,.iv b..n n.a.l.- for sev.-ral .syst..ms of .list ribut ion
f " t ;^^^ ^ "I- tl.-' "">ul>er ..f shares hel.l ; or on a patronage
Ul ha s in a....,-.lan... with tl... :.n...unt ..f busm.-ss br.„iglU
;, u> HMpanv bv ,.a.'h shaivh..ld.-r, ..r to tl..- si.pport,.rs .,f .-a.h
in a ninlan..e with tl... a^v^atc n.h.t.v.^n.. I.nanc.al ivs.dt
S il,.. b.isin.'ss .l..r. • by tl... ,vsp..ct.vc. l.....is. .N-.'t...n 20.)
(h...stion What assistan... -h-s th.. ( ;ov..n..n.-nt ,.v.. t.. tl.. ( on.p.ny"
Vnsw.T The (;..v.Mnmcnt will a.lvanc.. in -ash ,S5 per . ent ol the c..st
'" "V h'",c.v ,■ i..».i;. ;;; .-I. ;.v :i;,;: ' i;»;i;;!;';;,„, ^ ■.TS;!'.
it V-».l".''v^ •■' ll".»- »|.l."i"<'-'l '.V "»"'■ 'I'-'-"'" ""■"' """"■'"■
and the ( lovornincnt will put u). \\n- iiiuiiy. Ihis nioiify is to ho
loaned to the Company, not to the local. (Sections 27. 24.)
(Question— When is this money to 1><' repaid, and what is the ( loveni-
inent's security?
Answei— The C.overnment takes lor its security a fii-st luortRage on the
elevator ami other proi)erty of the Comi)any at that i)oint, and also
has a claim <m some ])ortion of the suhscrihed stock that is not yet
l)aid u]). The amount loantil on each elevator is repayable in
twenty equal annual Instaliiu i.ts of principal and int(>rest ; hut the
first of these payments will not hecome flue until (in most cases'
more than two v( ars after the elevator has heen huiU. Tor instance,
the first instalment of money ioanc hy the Government to the
Company in Mav. IIUI. did not hecome due and i)ayahle until
\unust 13, 1913. 'Ihus an elevator huilt in 1011 had the whole
of two crops passed thiouph it hefore it was called ui)on to pay one
cent either of inincipalor intere.>^t ur.on its loan. (Sect ions 24, 25, 20.)
Question— Why does the (".overnment control the amount of stock to he
issued?
\iiswer — The (loveniment has to horrow the money whioh it will loan
to the Companv in the manner described. It also has to borrow
luonev at intervals for a variety of capital expenditures, such as
construction of telephone lines, bridges, luiildiiiKs. etc. It is expected
to keep the credit of the province on a hinli level, and must ixurow
money only at times when the money markets are in a buoyant
condition; othenvise it cannot sell its i)onds— or iiromise to pay-
to such good advantage. It is for tliis rea.-<on that the amount of the
capital .stock of the Company is by section 3 of the -\et kei)t under
the control of the (iovernment. This is not done in the case of other
companies, joint stock or otherAvise. Hut then, no other Comi)any
comes to the Covernment and liorrows from it a large percentage of
its subscribed capital! Surelv it is right that the i)arty who inits up
the monev shall decide the amount that he will provide! The
(lovernment is as interested in the success of the Company as the
farmers are, and there is no fear of the Coini)any being restricted m
its operations for lack of the 85 per cent, of the cost of the elevators
that the C.overnment is pledged to supply. Hut in fairness t(. the
credit (>f the i»rovince and the other interests that must i)e provided
for and i)roteete(l. the Covernment must he allowed to decide in a
ueneral wav. hv controlling the amount of stock the Company may
issue, how "much money it shall be called upon to advance for the
construction nr imrchase of devatoi-s. (Sections 3, 20.)
(Question Will a shareholder be lial'le. in the event of the failure of the
Company for more than the amount of the stock he hol<ls''
Answer lie certainly will n(«t. The liability of the shareholders of this
Company is limited to the amount of the par value of the shares tor
which he has subscribed, the same as in any other limited liability
company.
Any further information ivganling theComi)any and its development
may be obtained by writing to Saskatchewan Co-operative Klevator
Coinpany. Ltd., t )rgani/ation Department, Hegiiia.
10
1910-11
IritPrprrfii-
tion
■,].,.,.k
H.sHlnlli.
An Act to incorporate The Saskatchewan Co-operative
Elevator Company, Limited
(In wliich Atncmlmcnts are Incorporated)
[Assented to March I4, 1911.]
[Amended March 15, 1.912.]
[A miiided December 19, 1913.]
[Armnded June 24, Wir).]
HIS Majesty by and with tli!» advice and consent of the
Legislative Assembly of Saskatchewan enacts as follows:
1. In this Act the trnn "local" unless the context otherwise
re(iuires means the body of shareholders who support an
elevator organised and established at any point in the province
and the terra "local board of management" means the board
of managers elected at any such local according to the provisions
t)f this Act.
Incorporation, Powers, etc.
2. .John A. Maharg, of Mcjose .law; Charles A. Dunninir,
of Beaverdale; Fred \V. (!reen, of Moos;- Jaw; Alh-n (1. Hawkis.
of "eroival; James Robinson, df Walriole; Dr. T. Hill, of
Kinley, all in the Province of Saskatchewan and all such ])ers()ns
{IS shall become shari'holders of the coi>i])any shall be ami are
hereby dcclan'd to In- a \hhI\ corporate and ]K)litic under the
name and style of "The Sjiskatchewan ( 'o-operative Klevator
Company, Limited, " with ])ower to construct, accjuire, maintain
and ojM'rate grain elevators within Saskatchewan, to buy :itid
sell grain and generally to do all things imidental to the
production, storing and maiketing of grain.
3. The cai)ital stock of the comi)any shall consist of such
amount as shall from time to time be fixed by the IJeutenaiit
Ciovernor in Council and shall be divided into shares of fifty
ilollar each to be held only by jigriculturists:
l*rovidefl that no i)ersoii shall hold more than twenty shares
and no assignment or transfer of any share shall be valid unless
ai)i)rovi i)y the directors.
4. The company shall have jMiwer to actiuirt' by purchase
or otherwise and to hohl any interest in real or p<-rsonal
property which the directors may deem reriuisite for the
jiurposes of the company and to dispose of the same or .'uiy
jiart thereof.
6. Thi" head office of the coini)any shall be at Hegina in the
I'rovince of Saskatchi'vyan or at any such other place in
Saskiitchewan as the directors may from time to time deter-
mine bv i>vlaw.
11
6. Lutil directors are elected as hereinafter provided 'hp^/^;;';,;;;'^:'''
aforesaid John A. Maharg, of Moose Jaw; Charles A. Dunning, ' "*'' '""
of Beaverdale; Fred W. Green, of Moose Jaw: A. G. Hawkes,
of Percival; James Robinson, of Walpole; Dr. T. Hill, of
Kinley, all in the Province of Saskatchewan, shall be the
provisional directors; and they or a majority of them are
hereby empowered to take subscrii)ti()ns for shares and to
n'ceive payments thereon, to organise locals, to make all
necessary payments for costs and exi)enses incident to the
sale of shares and the organisation of locals and generally
to perform all acts and things iiec(>ssary for I'.ie organisation
of the company.
7. The company shall not commence l)usiness luitil twenty-j j_;'^'"J"«-
Hve locals have been organised as hereinafter provided. buMn.-
8. As soon as the conditions for the cominencement ot'^^'er,.]
business as set out in the next preceding section have tx-cn ".eotinB
complied with tlie provisional directors shall call the first
general meeting of the c()mi)any at the head office of the
company by giving twenty days' notice of the holding of
such meeting to each shareholder: such notice to be given liy
registered letter; and at the said meeting a board of directors
comprised of nine duly fjualified shareholders shall be elet tid
who shall l>e paid such remuneration as the meeting iii.iy
determine.
9. \\ the first g>'nerai meeting oi til" company lliree ilireclors i>ir,.(i,,r,
shall be elected for three years, three for two years and three
for one year and thereafter a sufficient numi)er of directors
shall be elected each year to fill the vacancies occurring on the
l)oard; and all directors elected annually subM-tpiently to the
first general meeting shall hold office for three years.
(2) The compaiiy in general meeting may by a resolution
which shall ri>ceive a two-thirds iiiiijority of the delegates
voting theriMJu remove any director before the exjjiration of
his period of office and may subsetjuently by an ordinary
resolution ajipoint another ])erson in his stead, the person so
appointed shall hold office during such time only as th(> director
in whose place he is ap])ointed would have held the same if he
had not been removed.
10. The persons entitled to vole at the first general meeting it—,-
and at all subseijuent general meetmgs of the company sliafl v.te
be the shareholders who have Ix-en elected delegates liy the
Iwals for that pun>«"<t> under the provisions of section 14 hereof:
each delegate shall have one vote; and excei)ting as i)rovided
in this section no shareholder shall vote at any meeting of the
company on account of any shares held by him or othensi.se
and all acts done by a majoritv of the delegates nt any meeting
of the C(mii)any shall I- deeme(l to i)e tiie act- of the eompimy.
11. The business of the company shall be managed by thec„«,r, ..i
dirci'tors who may affix the seal of the comi)any and luakc '''"''"'"
all contracts on behalf of the company and may exercisi' all
mm
~-i:,-<y^i<t'.i.» j# w. ■
mm
liOtais
C"riditi<.ii;
nicnt of
int.M'Fing
VmI;,,
Powrra nI
Kinitrn v
Fitiaiiciiii
\ettr
12
such i)ow(.i-s of the company as a.v not l.y this Act required
to he exercised by the company in f leral meeting or as are
not conferred by by aw of the compan upon the local boards
of nianaKement and any oth(>r powers not contrary to the
provisions of this Act which may be conferred upon "them by
bylaw of the company. •'
Locals.
12 Any iHiml.,.r of sharclioi,l,.rs may re-. ...^ the directors
to establish a local at any railway shippi. g point in the
province. ' ■ f j
13. Tlie directors shall not without the con.sent of the
l.ieutcnant (lorvernor m Council establish any local unless it
appears to their satisfaction that the amount of shares held
by the supporters of the proi,osed local is at least equal to
tlic value of the projwsed elevator, that fifteen per cent, of the
amount of such shares has been paid up and that the aggreeate
aim- :i rop acreage of the said sharehol.lers represrnts a
prop. .<■■ .n of not loss than 2.(«)0 acres for each lO.OOO bushels
01 (^levator capacity asked for.
14. Upon the establishment of a local and annually thereafter
upon a date to be fixed by bylaw of the c.)mi)anv a nieetine of
the supportercs of the said local shall be h.^hj at which all
matters i)ertainmg to the management, operation and main-
tenance of th(. eh.vator shall be reviewed and discussed and a
local l)oard ot management consisting of five dulv qualified
sup]M)rters shall be elected to hold office until their successors
are ai)}H)mted; and at the said meeting there shall be elected
from among the sui)po-ters of the local three delegates or such
other number of delegates as tiie (•omi)anv mav bv bylaw
(feterunne to attend the general meetings of the conipany."
16. Tnless otherwise provided by bylaw of the company at
all meetings of the supjx.rters of any local each sh.an^holder
siiall have one vote for each share held by him:
I'rovidetl that no person shall have more"tlian five votes.
16. The local board of management shall have su( h i)oweis
and duti<-« as shall be determined from time to time by l)ylinv of
the en or as may be delegated to them by t Ik lirectors.
Finance.
17. It shall be the duty of the directors to make provision
for keeping an accurate account of all the business and financial
transactions ot the comi)any and for tliat imrpose all books
record.s, forms and methods of accounting shall be s'ibinitte«i
to the Provin.'ial Treasurer and Provincial .\uditor forapprova'
before being adopted.
18. The financial y.-ar of th(> company shall eml on the
thirty-fu-st day of .July in each year, on which date the books
and acc(.unts of the conipany >liall be clo.sed ;,„d balanced
13
/T
19. It shall he the duty of tlie Pro v'incial Auditor to arrange Audit by
for a continuous audit of the accounts and inspection of theSudu"?"'
hooks and records of the company. Such audit and insjiectioa
shall Ixi under the supervision of the Provincial Auditor, and the
cost and expenses thereof shall he paid by the company.
20. Out of the moni'ys received by the company as a result ^'ip'^«'''o«>
of the operation of the elevatoi-s under its control there shall recelv'^^'by
first be paid all charges for operation and maintenance including ""■ '^^""p-"'>'
salaries.
(2) If after the said charges are paid there remains a surplus
on hand at the end of the financial year the coini)any may at
its discretion pay out of such surplus to (>ach shareholder whose
shares were allotted prior to the first day of Ai)ril of such
financial year a dividend of not more than ten jx'r cent, upon
the paid vip capital.
(3) If after the said divid(>n<'s, if any, are paid there remains
a balance on hand the company may at its discretion distribute
(a) To the shareholders of the company such sums as may
be fixed by the company but not exceeding fifty pc
cent, of such balance on a co-operative i)asis, each
shareholder Ix'ing entitled to receiv(> such sum hereunder
as shall he fairly and ecjuitably proportionate to the
volume of business which he has brought to the company;
or
(6) To the supporters of locals such sums as the company
may fix hut not exceeding fifty per cent, of .such l)alance
on the basis of the aggregate relative net financial results
of the respective locals; or
u) To the shareholders and supporters of locals partly
according to each of the schenie.s of distribution provided
for in clauses («) and (h) of this subsection such sums
as the company niay fix but not exc(H'ding on the aggre-
gate fifty per cent, of such balance;
('/) Or in lieu of any or all of the paym;'nts authorised under
this or the next priu-eding sul)section as aforesaid it
mav apply such surplus or balance to the extent of fifty
per cent, thereof for the general purpos:'s of the company
or in making i)rovision for the same:
(c) Or it may apply such surplus or balance to the extent of
fifty i)er cent, thereof in licpiidation or part liquidation
of the unpaid balance of the capital stock of the company,
an e(iual i)roi)ortionate i)ayment being nuuh' ui)on all
shares allotted ])rior to the first day of .\i)ril in the
financial year during which such surjilus was earned.
(4) Should there remain a surplus on hand jifter all i)aymen: > u,
and (iisburaemcnts are made as pro/idi-d in the next preceding 'j'-
subse«'tion of this section, such suri>lus shall be set apart in '
a separate account to he styled "'■lie Elevator Reserv,
.\ccount," which account may Ik; drawn U])on by the compan\
from time to time for the puri)o.se of purchasing grain, and at
IS
•;--^
c*-*-
^■
t>-"
^V^
^•""■^^HT^fWi-S*'.
upon next
prccodinR
soctinn
d*',,o>it(><i
tit clKtrt'TP*!
Sciurilv hy
oihcei.-* of tin
cnnip;iii\
l.i'i\ LTIlCPr
m;»\ niiikf
I'.riri t . th.
<''>iitp;iti\
fuilfJs foi
lo:.ti-
1 i-llii-- nl
rfp:i> rnrnt
niid Mffurit \
tliiTflor
14
the clo«' of tl.c grain stuson any sum so take, and invested
shall be replaced in the a(;count out of the company's funds-
i rovided that the funds in such account may be employed
or such other puiposes not inconsistent with this Act as may
l)e approved by the Lieutenant CJovernor in ("oujicil.
21. The i)rovisions made in the next preceding section for
the paynunt of dnidcnds, the distribution of surplus moneys
and the creation of a reserve fund shall not he put into effect
unless and until all moneys then due and pavable to the Kovern-
ment unfler this Act li:i\'e been paid.
22. All iiK'iieys received by th.> company or any of its
officers on behalf of the conii)any shall be deposited forthwith
in such chartered bank or banks as the directors may detennin(>
and shall be i):ud out under regulations to be framed bv the
(lirectors by clie(,ues signed l)y the president and treasurer
ol the com])any or such officers as niav be appointed bv the
<Mrectors for th(> pun)ose.
23. The treasurer of the coiiipanv and each of its officei-s
• •inj)loyees or servants whose duty it is to receive or handle
inoneys on behalf <.f the .ompaiiy shall before entering ui)on
the duties of their office furnish a bond or covenant of some
Kunrantee company to be named by the directors to secure
he ,lue accounting by them for all monevs that come into
their hands which bond shall in each case be in such form
.■mil tor such amount as shall be approved bv the directors
or such other offi.'crs as are appointed bv the board of directors
lor that i)uri)ose and the directoi-s shall pav the premiums foi
MKh guarantee lionds out of the funds of the company.
Government Assistance.
24. The Lieutenant ( iovenior in Council is hereby authorised
{I'.iii imie to lime and ou such terms and conditions as mav
lie agreed on with the comijany to loan to the company for thV
puiposcoi aiding in the a.quisitiou or construction, extension
or ie.>,odelling ot any local elevator a sum not to exceed eightv-
I. .(• ')er cent, ol tli- estimated cost of the said el<-vator or such
.xtension or reiiKxIcllmg of any .such elevator as may from time
to time be .-onsidered advisable or necessary- by the directors.
(2) Lor the 1)111 pose of raising the funds recjuired for loans
iiiK er tins .s<.cti()n the Lieutenant (lovernor in Council mav
niitlK.rize the Provincial Treasurer from time to time to issue
securities ot the province: and the sums reciuind shall be rai.sed
.IS provi.led by The Saskatchewan Loans Act and shall form
l)art o) the general revenue fund of Saskatchewan.
25. Any sums loaned to the comiiaiiv l.v virtue of the ik \i
preceding section .shall be repayable in tw<'ntv e(|ual aimual
in.Malnuiits of priiK ipal and interest, the fii-st of sii.-h instal-
;neiits to be due and payable cm the thirtv-hrst dav of August
m lie second ye;ir next following the granting of the loan and
.-li:ill he .vfcured by a mortgage or moilgages u|(.n the .said
HPP
15
elevator and unv intirist in real or personal projM'rty which
the company may hold and use in connection with th(> said
elevator.
25a. All elevators, property or uncalled capital stock of the
company and every interest which the company may have
therein intended under this Act or by any agreement iK'tween
the company and the government to be transferred to the
government as security for any loan or advance made under the
authority of this Act or any other Act to the company by the
government shall jKmding the execution of such transfer or
transfers be charged with the i)ayment of all moneys which
may have been or may hereafter be advanced upon any such
loan pui-suant to the terms of any agreement relating thereto
lietween the government and the company and the company
may not without the consent of the Lieutenant (iovernor in
( 'ouncil first obtained dispose of the same save sui)ject to any
charge so created as aforesaid.
26. The form and terms of the mortgages and of anj- other
I'vidences of debt which may be given by the company on
account of any such said loan, the times and maimers in which
the sums loaned shall be paid to the comi)any and the disposi-
tion of ail moneys loaned shall be such as the Lieutenant
(Iovernor in Council may apjirove.
26o. It shall be sufficient for the puqioses of this Act and
The Chattel Mortgage Act if any chattel mortgage or other
instnunent given by the (tjmjjany to the province or to any
minister on ix'half of the province by way of security for any
advance maile to the com[)any under the authority of this Act
be without an> affidavit of execution or of bona Jidcs or
without a detailed descrijitioii of the chattel i)ro])erty charged
thereby filed in the office of the registrar of joint stock com-
panies and such mortgage or other instrument shall have
])riority from the date of such filing over all executions, trans-
fers, mortgages or other incumbrances or charges or dispositions
of any sort atTecting the same (jrojierty or any i)art thereof and
shall from the date ot the filing thereof as aforesaid l)e and
remain in full force and effect without renewal \mtil discharged
or satisfied.
27. The i.icuti'uant (iovernor in Council shall have power* ■'•■Mr.:
to pay to the provisional directors of the com))aiiy any sum i'.'i'^,',!.V:im"
not exceeding the amount granted by the Legislature for that J:';^';|^'|"" "
pur])osi' which may be required to cover the expeus(>s incurred
in the organisation of the company and of locals; any sums so
jiaid to the i)rovisioiial directors shall be exiiended in such
manner as may be approved by the Lieutenant (iovernor in
Council and all such exixMiditures shall be subject to the audit
of the i)rovincial auditor.
27a. Subject to the approval of the Lieutenant (iovernor in (.uaiu.t,, i
Council and u])on such terms and conditions as may i)e fixc^l i',?|'!,'u'n'r '
by him the Provincial Treasurer may enter into an agreement
i'liynteiit '■!
ormiiii-rttioM
m^
m
16
with the compuuv unci with any pei-son, bank or corporation
to guarantee the repayment of nionej's advanccHi to the
company for purjwses authorised by this Act, with interest,
and the company maj- secure the government against loss
through such guar-'-'^oe in such manner or form as the
Lieutenant Governor ui Council may approve.
General
'■"'"'' 28. The Lieutenant (Jovernur in Council shall have power
KiTenai.i to make all j)rovisions not inconsistent with this Act which
c-num'i'i "" '"'^y ''^^ required for the better carrying out of the ]Mirposi's
of the Act.
burt'uu
mtini-y
Bylaws
29. The coniy)any may from time to time make such bylaws
not contrary to law or inconsistent with this Act for the
administration, management and control of the propertj' and
business of the company and for the conduct in all particulars
oi the affairs of the company as are considered necessary or
expedient for carrying out the provisions of this Act according
to the true intent and meaning thereof.
30. The company shall have p)ower to borrow money for
the purpose of carrying out the objects of its incorporation
and to hypothecate, pledge and mortgage its real and personal
property, rights and assets and to sign bills, notes, contracts
and other evidences of or seciuities for money borrowed oi- to
be borrowed by the company for the jiurposes aforesaid.
(2) The board of directoi"s may exercise these powers wiien
duly authorised thereto l)y i)ylaws of the comiiany.
VariaticMi ot
Attrtt'iiienu
tn hi' laiU
befnn-
Leiri-lAturp
Agreements
31. Where the company has hitherto made or shall hereafter
make an agreement with the government of Saskatchewan or
with any person, bank or corporation or with the government
and any person, bank or corporation, the terms of such agree-
ment may be altered or varii-d with the consent of all the
parties thereto.
32. The provincial treasurer shall lay before the Legislative
Assembly within Hfteen days of the oi)e!iing of the annual
session in e-ach yt>ar copi(>s of all agreemiMits entered into by
the government with the company or with i-ny person, bank or
corj)oration for the advance of money to the company, for the
guarantee of any advance or for 'iie indenuiification of the
government against its liability under any such guarantee.
-Jj:^Ti" -: fsL:^