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A'^

A COMPILATION

—OF THE—

LAWS AND AMENDMENTS THERETO

— REI.ATINC. TO-

JOINT STOCK COMPANIES,

— ASt)-

INTEREST ON MORTGAGES AND OTHER ACTS

PERTArxiXG TO MONETARY rxsTrrrrioxs,

— AS PASSKD nV —

THE DOMINION PARLIAMENT

—AM) ryK SEVERAL—

PROVINCIAL LEGISLATURES;

TO WHICH IS APPENDED A COMPLETE REFERENCE TABLE TO
PRIVATE ACTS AND AMENDMENTS

N. SURREY GARLAND,

Clerk of Statistics, FhmnLe Department,
ALSO THE LAWS RELATING TO

BANKS AND BANKING,

COMPILED HV

WILLIAM WILSON,

Assistant Law Clerk, House of Commons.

OTTAWA:

PuHi.isiiKi) nv A. S. Wnoi)?trRN,
1 882.

180131

Entered according to Act of rarliamcnt of Canada, in the year 1882, by
A. S. WooDRURN, in the Office of *he Minister of Agriculture.

rendore*

compile

Insfitnti

Stat 11 to

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as far as

T]ie

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ostablieln

oonsistiiii

the same

passed in

Scotia to

appear to

rendered

Maritine .

chiefly in

exception

chiefly to

ainendnicr

Thei

passed by

were prepa

the year 1

Building S

ties it is dif

the businesi

PREFACE.

In proj)iiiing and olassifyint? for the Canada Gazette tlio loturns
reiulofotl to the Finance Dopartmont l)_v the Buihlin*; Societies the
conii)iler had frequent ueeaision to refer to the laws jijoverniiii; those
Institutions, and as they were scattered here and there through the
Statute J) )oks of the several Provinces both before and after Con-
federation, and have also a jdace in the legislation of the l)oiniuit)n.
it seemed to the compiler desirable for purposes of reference to
l»ring these laws together into one volume ; hence this compilation.

In addition to placing before the public the laws governing Build-
ing Societies, it may not perhaps be deemed ont of place to give also a
brief leview of the history (»f the rise and progress of tliese institutions
as far as they form part of the trade of the country.

The earliest legislation appears to have been passed by the
Legislature of the old Province of Canada in 1840, to encourage the
establishment of Building Societies in that part of Canada formerly
consisting of Upper Canada. Shortly after an Act was passed having
the sarne object in view for Lower Canada. In 1847 a similar Act waj,
passed in New Brunsw'ck, and in 1849 an Ac*^ was })as8ed by Nova
Scotia to the like effect. Tiie above four Acts are so similar that they
appear to have had one common origin, and seem from the returns
rendered to the Dominior. Government to be— especially in the
Maritine Provinces — the Acts under which the Building Societies are
chiefly incorporated. The Acts passed since the above dates, with the
exception of tlio Consolidating Act of the Province of Canada, seem
chiefly to provide for the continuance of the original Acts as the
amendments and additions are not extensive in character.

The Act calling for returns in the late Province of Canada was
passed by the Legislature of 1865, and the first returns under that Act
were prepared in the following year. But in the ]\tunicipal returns for
the year 1863 for some reason were included the returns relating to
Bnilding Societies. Looking at the returns of 1863 from eleven Socie-
ties it is difficult to compreheml how in the short sp'ice of eighteen years
the buoiness lias grown to such large dimensions. In that year the capital

4 Preface.

of these eleven Societies was uiulcr one million and a qtiartcr dollai's and
the Liabilities and Assets were in proportion. For tlie information of
readers the tignree are subjoined :

Capital

1 Qnehec Permanent Building Society $00,799 95

2 Mon.;real " '' " 120,403 07

■" *3 Kin^rston " '• " 60,784: 61

- *4 Freelidld Building; Society, Toronto 13;5,r»70 82

5 Commercial Buildinii; and Investment Society,

Toronto '. '. 02,746 !»()

"*<» Canada Permanent Buildinj^ Society, Tonmto 064, t2S0((

7 Metropolitan Building Society, Toronto 32,129 65

- *8 Western Canada Permanent BuiMing Society,

Toronto ! .\ 6,503 49

9 Toronto Permanent Buildinc; Societv, Toronto 11,928 51

10 Wellinirton " " ' " " Guclph 10,836 00

11 Londoi'i '• " '• London 13,941 26

Total .^1.208,(172 26

LlAUII.ITIKS.

Capital stock paid up $1,208,072 26

Deposits 365,825 46

Dividends unpaid 36,669 93

Advance pavments on Morgtages 31,589 SO

Interest due'. ". 13,818 06

Balance Profits 179,366 52

Miscellaneous 1 1,614 36

Total $1,846,956 39

Assets.

Amount secured by Stockholders Mortgages. . . . $1,537,226 71

»< « " other Mortgages. /./. 45,709 96

« " " Loans with Collaterals 16,077 65

" of Stock in Banks 17,485 60

" " Municipal debentures City of Toronto 4,400 00

» " " ■ "■ "'• Quebec 700 00

" •• Cash in Banks or in hand 84,035 73

'' " instalments in arrear 47,310 19

" '• fines and fees 76,480 73

Miscellaneous 17,529 82

Total $1,846,956 39

• Transacting Savings Dank Businecs, AA-fvAvf o-jvlc ^ t>■^ /it-.liito ^ifiJji

;

• Preface. 6

In addition to the above there were in existence what were called
Terminable Building Societies, the Capital of which amounted to
$873,872 45, which with the Ruilding Societies before enumerated
amounted to $2,720,82S 84 — a strange contrast to the last returns to
the Dominion Government, where the capital alone of the Companies
who made statements was twelve times as great as in 18»)3.

Small as the capital was, the business ai)poiired so im])ortant to the
then Clerk of Statistics, Mr. Arthur Harvey, that he drew attention to
it and he also had published a communication from Mr. Charles
Robertson, at that time Secretary to the Freehold Society, with such
forboding of evil as would follow the measure of valnaiion, that even
although the danger has apparently long since passed, it is as well that
it should be recorded, as the opinion of an expert as to what might hap-
pen — " It will afford me great pleasure at anytime to give you all infor-
"mation in my power relating to Huilding Societies, being particularly
"anxious to have them all placed on a uniform basis, and subject to the
"Parliajnentary supervision with fixed rules for valuing their securities^
"as I feel convinced much evil is likely to arise at no distant day
"from the fallacious mode of valuing their mortgages adopted by .some
" of these institutions. * * * It is to be feared some of them hava
" divided larger profits among the st(>clch()ldcrs than they have earned, a
"system 'vhich must ultimately result in ruin to innocent partius." To
repeat here the yearly statements rendered to the Finance Department
since 1803 would be too prolix, and for the purpose of showing the
progress of these institutions it will suthce to show the results exhi-
bited in the year 1873, the more so as up to that time no permission
seems to have been accorded to Building Societies to issue debentures.
By the returns then rendered from twenty-three Societies the business
seems to have grown nearly tive-fold, and is as follows :

Total Capital Stock paid up !|(),37C,281 58

Deposits 2,809,381 51

Dividends unpaid 171,204 21

Interest on deposits unpaid 1 li»,072 71

Miscellaneous 159,959 04

Balance Profits of year last past 340,000 S5

" " previous years 010,902 26

Total $10,954,482 16

Assets.

Cash value of Stockholders Mortgages §9,224,160 91

\ " " other " 346,288 59

-^. '.;'u X <iQ Loans with collateral securities. . 267,832 86

Preface,

Amount of Stock in Banks, viz

Mercihants Bank

Canadian Bank of Commerce

Banque Ville-Mario

Other Banks

Municij)al Debentures, viz :

City of Toronto

" Quebec

Other Municipalities

Board Trustees Common Schools. .

Cash in Banks and on hand

Keal Estate ...

Instalments of Mortgages in arrear.

Fees and Fines in arrear

Miscellaneous

Balance — Loss

10,182 50

93,362 50

4,250 00

28,903 50

9,948 20

34,400 00

29,560 00

8,069 61

193,277 13

332,362 86

181,524 19

57,062 63

133,296 78

Total $10,9^,482 16

In 1874, by an Act of the Dominion Parliament power was given
to issue Debentures, and the impetus given to Building Societies,
thereby, as shown by returns lately rendered by the eighty Societies
seems to have been marvellous. For purposes of comparison the
figures are subjoined :

Liabilities.

Capital Stock $24,495,975 26

Accumulating Stock 1,176,759 80

Keserve Fund.

Dividends declared and uni)aid

Profits on accumulating shares

Contingent fund and unappropriated profits.

4,617,832 83
688,680 26
318,403 85
644,754 47

Liabilities to Shareholders $31,942,406 47

Deposits $11,713,633 37

Debentures jiayable in Canada. . . 244,659 60

♦' " '' " Britain or

elsewhere 22,968,108 74

Interest on Deposits 184,997 87

" " Debentures 158,906 35

Owing to Banks in Canada 227,945 80

« " elsewhere... 85,102 60

Other Liabilities

991,707

36,575,062 04

Total Liabilities $68,517,468 51

Preface.

Abbits.

Tjoana Bocured on Real Estate $56,612,200 46

" " County Securities 52,000 97

« " City " 73,149 14

" " Township, Town and Village

Securities 74,998 5«

Loans secured on School Sections 7,550 00

» " shareholders on their Stock 768,976 12

" otherwise secured 904,161 83

Total Loans $58,493,037 08

Property owned consisting of

Real Estate $4,352,439 63

Do Dominion Securities 250,472 73

Do Provincial Securities 116,785 26

Do County Securities 536,695 10

Do City Securities 173,819 00

Do Town8hip,Town and Village

Securities 536,061 29

Do School Sections 9,540 08

Office Furniture and Fix-
tures.... 38,276 13

Do Cash on hand 71,870 47

Do Cash in Banks 4,454,207 06

Other property consisting of (des-
criptions speciiied in return). . . 955,431 34

11,495,598 18

Total Assets $69,988,635 26

Value of Real Estate' under Mortgage.

Ontario $112,612,157 32

Quebec 3.756,132 04

$116,368,289 36

Amount invested and 6ecuve<l by'Mortgage Deeds.

Ontario $45,910,756 00

Quebec 2,389,929 98

$48,200,675 98

Value of Mortgaged prcipcrty held tor sale.
Ontario.../.... $2,720,293 22
Quebec 652,227 01

$3,372,520 23

Amount chargeable against such property.

Ontario $3,645,820 88

Quebec 217,032 98

$2,862,853 76

Pie/ac4.

Present Casli value of Investments on Mortgages and other
Securities.

Ontario $59,001 ,694 56

Quebec 5,797,738 95

$64,799,433 51

The compiler regrets that the returns last rendered, although
mucii more in volume than those previously published, are so far
incomplete, through many Companies not having forwarded statements,
it is furtl " very probable that the names of many Companies have
been inad\ tently overlooked, although the compiler searched through
the Directories of almost all the Counties in Ontario to complete the
list. The result shown liowever even with the statements of those
published is so important as to show that against a total value in
Real Estate in Ontario alone, amounting .as by the last official state-
ments to $509,294,610 50, (as per Ontario sessional papers Vol. 13,
Part 4, 1881,) Real Estate of the value $112,612,157 32 is under
assignment to these iifty-eight Companies. This factor is of itself so
important in considering the future of Canada as to justify to the
mind of the compiler the preparation of this volume which he trusts
may be useful as a handy book to thobc conm>cted with such Societies.

TABLE OF CONTENTS

UIM'KR CANADA.

PAGE. YEAR. VIC CAP.

A brief review of the progress of Ijuilding Societies

and I -can Companies for the past ciglueen years. 4 i88a

A table of all private and other Acts and amendments
passed in Dominion Parliament and Quebec and *
Ontario Ix'gislatures, relating to Building Soci-
eties, Loan Companies and Joint Stock Com-
panies, alphabetically arranged 408

An Act to encourage the establishment of certain So-
cieties commonly callecl Building Societies in
that part of the Province of Canada formerly
constituting Upi)er Canada. The provisions
of this Act are substantially incorporated in Cap.
53, Con. Stat., but the original act is retained in
its entirety it being the first passed in Canada
relating to Building Societies 9 1846 9 90

An Act respecting Building Societies 16 1859 22 53

An Act to make further provisions for the manage-
ment of Permanent Building Societies in Upper

Canada 23 1865 29 38

LOWER CANADA.
An Act respecting Building Societies 25 Con. Stat., L. C. 69

DOMINION OK CANADA.

I'ACJE. YEAR. VIC. CAP.

An Act to make further provision for the manage-
ment of Permanent P>uilding Societies carrying
on business in the Province of Ontario 34 1874 37 50

An Act to amend the .\ct Thirty-seventh Victoria,
chapter Fifty, respecting Permanent Building So-
cieties in Ontario 41 1877 40 48

An Act to amend the .\ct to make further provision
for the management of Permanent Building
Societies carrying on business in the Province of
Ontario 42 1877 40 49

An Act to amend the I .aw respecting Building Socie-
ties carrying on business in the Province of
Ontario 43 1878 41 22

An ,\ct respecting Building Societies carrying on

business in the Province of Ontario 44 1879 4- 49

An Act for the relief of Permanent Building Societies

and 1 .oan Companies 47 1880 43 43

An Act to make further provision respecting the

LCONTENTS.

I'l

i AGE.

constituting and management of Huildinf; So-
cieties in the Province of (Quebec 52

An Act to provide for the li(iiiidation of the affairs of

Huilding Societies in the I'rovince of (Quebec . . 62

An Act to amend the I ,a\v respecting the incorpora-
tion of Joint Stock Companies by 1-etters I'atent 66

An Act to authorize Corporations and Institutions
incorporated without the limits of Canada to lend
and invest money in (Canada 91

An Act relating to Interest and Moneys secured l)y

mortgage on Real Instate 93

An Act to enlarge and extend the powers of the

Credit l-'oncier Franco-Canadian 113

An Act to incorporate the Credit Foncier of the

1 )ominion of Canada 117

An Act respecting the (Canadian Pacific Railway .... 300

An Act to amend "An .\ct relating to Banks and
Banking," and to continue for a limited time the
charters of certain Banks to which this Act
applies 367

An Act to amend and consolidate the law respecting
Duties imposed on Promissory Notes and Bills
of Exchange 400

An Act to repeal the duty on Promissory Notes,

Drafts and Bills of Exchange 325

An Act to further amend the law respecting Building
Societies and Loan and Saving Companies carry-
ing on business in the Province of Ontario .... 349

An Act respecting insolvent Banks, Insurance Com-
panies, Loan Companies, Building Societies and
Trading Corporations 326

PROVINCE OF ONTARIO, L.

An Act to authorize Corporations and Institutions in-
corporated out of Ontario to lend and invest
mon . "s therein 94

An Act respjcling Building Socjeties 97

An Act respecting Mortgages and Sales of Personal

Projierty 260

An Act containiu'j; general |)rovisions ap|)licable to
Joint Stock (x)mpanies incorporated by special
Act and for certain purposes 141

An Act respecting the incorporation of Joint Stock

Companies by Letters Patent 150

I'AOE.

An .\( t to amend the Law respecting Building So-
cieties 134

VK.\R.

VIC (

C.\P

1877

1879

1877

1874

1880

1881

1880

1879

1882
1882

1882

43 22

42 17

45 '

45 24

45 23

R. Stat, Ont. 163
'* 164

" 119

" 149

" 150

YEAR. VIC. CAP-
1878 41 7

I CONTENTS. I

PAGE. YBAR.

An Act respecting the winding up of Joint Stock

Companies 266 1878

An Act to give Mortgagees certain j)owers now com-
monly inserted in Mortgages 284 1879

An Act to amend the Building Societies Act 135 1879

An Act to give to Mortgagees certain powers now

commonly inserted in mortgages 1879

An Act for the relief of Building, Loan and Savings'

Societies and Companies 137 1880

An Act to amend the Revised Statutes respecting

Mortgages and Sales of Personal Property 257 1880

An Act respecting companies incorporated under

Imperial Statutes 250 1880

An Act to extend the powers of Joint Stock Com-
panies for the erection of Exhibition Buildings . . 249 1880

An Act to extend the powers of Companies incor-
porated under the Joint Stock Companies Letters
Patent Act 251 1 88 1

An Act for the incorporation by Letters Patent and

the regulation of Timber Slide Companies 252 1881

An Act respecting the Credit Foncier Franco-Cana-
dian 287 1881

An Act to confer additional powers upon Joint Stock

Companies 291 1882

An Act respecting returns required from incorporated

Companies 290 1882

PROVINCE OF QUEBEC.

An Act to amend chai)ter 69 of the Consolidated
Statutes for Lower Canada, respecting Building
Societies, in })roviding for the means of their
union and fusion 166 1875

An Act to amend chapter 69 of the Consolidated
Statutes for Lower Canada, respecting Building
Societies in the Province of Quebec 168 1878

NOVA SCOTIA.

An Act for the regulation of Benefit Building Societies 217 1846

An Act to incorporate the Pictou Permanent Building

Society 228 1879

An Act to incorporate the Yarmouth Building So-
ciety 230 1 880

NEW BRUNSWICK.

PAGE. YEAR.

An Act for the regulation of Benefit Building So-
cieties 191 1 847

An Act to revive and continue an Act intituled : An

VIC. CAP.

4»

39 6»

41 20

4»

VIC.

CAP.

.VI [CONTENTS.]

' PAGE. YEAR. VIC. CAP

Act for the regulation of Benefit Building Socie-

^'^'^ 205 1866 30 22

An Act in amendment of an Act made and passed in

the tenth year of the reign of Her Majesty, inti-
tuled : An Act for the regulation of Benefit

Building Societies and the Act 29th Victoria to

revive and continue the same 206 187 1 34 56

An Act to incorporate the Saint John Real Estate

and Building Company 211 1871 34 57

An Act in further amendment of the Law relating to

Benefit Building Societies 215 1880 43 ^^

PRINCE EDWARD ISLAND.

. . ^ , , . I'AOK. VKAR. VIC. CAP.

An Act for the regulation of Benefit Building Societies 233 1876 30 37
PROVINCE OF MANITOBA.

An Act, Building Societies, formation of e\:c 169 Con. Stat. Man. 9

An Act, The incorporation of Joint Stock Companies

by Letters Patent, and their powers 177 " 7

An Act to authorize Corporations and other Institu-
tions incorporated out of this Province, to lend and
invest moneys in this Province 350 " 30

BRITISH COLUMBIA.

PAGE. YEAR. VIC. CAP.

An Ordinance to amend the Law relating to Joint

Stock Companies (Con. Stat. 1877) ^^^ 1866 29 77

An Ordinance respecting Tie Companies Ordinance

1866 355 i36(j 33 ^8

An Ordinance to encourage the establishment of In-
vestment and Loan Societies 356 1869 ^^ 147

*^-

Sc(

So(

fur

yea

So(

ANiNO-NONO -VICTORIA REGINA.

9 VIC, CAP. XC.

An Act to encourage the establishment of certain Societies,
commonly called J3uilding Societies, in that part ol' the
Province of Canada formerly constituting Upper Canada.

Scttioii. Si'ctii

rrcainbk' ; Act 8 \'ic c. 94, cited. 7.

1. When twenty [lersuns in L'.C. shall ajjree

to constitute a Buiklin<; Society, they
shall he a corporation for that purpose, S.
after having complied with certain for-
malities ; Shares not 10 exceed jCioo 9.
each ; Society may make Rules, liic.,
consistent with the laws of Upper
Canada. I'roviso : Member not to
receive interest until his shares are paid 10.
up ; Exception.

2. Society may receive a sum of money

from any member by way of bonus on
any share, without Ijeing subject to
penalties imposed by the Usury Laws. II.

3. Society to elect from time to time a

15oard of Directors ; Term of Office ;
Towers of a majority of Directors ;
Troviso ; Acts of the Directors to be
recorded.

4. Rules to declare purposes for which

Society is established, &c. ; Proviso :
To what purposes only the monies of
the Society shall be applied.

5. Rules to be recorded in a book kept for

that purpose, which shall be open to all
members.

6. Rules to be biniling on memljcrs an<! of-

ficers of the .Society ; Certified Cojjies
to be evidence ; Certiorari taken away.

13.

14.

•5-

16.
17-

ij.

Rules to lie altered, &i:., at General
.Meetings only, and by a certain ma-
jority.

Rides to specify place of meeting, and
jxiwers and duties of members.

Directors to appoint Officers of Society,
pay Salaries and l^xpenses, ivc. : Offi-
cers entrusted with .Money to give Se-
curity.

May take and holil Real I'state, &c. ;
Mortgaged to Society to secure jiay-
nients of shares ; may proceed on such
Mortgages ; may inves" monies in Pub-
lic Slocks, \c.

Mode ot Proceeding when any Member
of the Society shall die or become in-
solvent.

Property vested in President and Treas-
urer of Society for the time being ; they
may bring >uits, &r., concerning such
property : continuance of Actions.

Secretary to be a competent witness al-
though he be also Treasurer.

President, &c., not to be responsible for
liabilities of Society.

Tieasurer to provide Statement of Funds
every year ; Account to be attested.

Interpretation ci.iuse.

Public Act.

[18^A May, 1846.]

WHEREAS it is desirable to afford encouragement and protection to
the establishment of certain Societies, commonly called Building
Societies, for the purpose of raising by small periodical subscriptions a
fund to enable the members thereof to obtain unincumbered freehold
or leasehold property ; And whereas by an Act jiassed in the eighth
year of Her Majesty's reign, certain persons were incorporated as a
Society for such purposes in the City of Montreal, by the name and

Cap. 90.

Building Societien.

9 Vir.

style of the Montreal Ruilding Society, and provisions were made for
tlio Conduct and rnanagcnicnt of that iSocicty, and certain privileges
and innnunitius conferred upon it ; And whereas it is expedient to en-
courage the formation of similar Societies throughout that part of this
Province heretufore constituting the Province of Upper Canada, when-
ever the inhahitajits of any particular locality may he desirous of avail-
ing themselves of the provisions, of this Act ; Be it therefore enacted
by the Queen's Most Excellent Majesty, by and with the advice and
consent of the Legislative Council and of the Legislative Assembly of
tlie Province of Canada, constituted and assembled by virtue of and
under the authority of an Act passud in the Parliament of the United
Kingdom of (Jreat Britain and Ireland, intituled An Act to re-nnite
the Provinces of Upper and Lower Canada, and for the Government
cf Canada ; and it is hereby enacted by the autliority of the same : —

1. That when and so soon as any twenty persons or upwards in
that part of this Province of Canada, constituting heretofore the Pro-
V nee of Upper Canada shall have agreed to conttitute themselves a
Building Society, signed and executed under their respective hands
and seals, a declaration of their wish and intention so to constitute
themselves such Building Society, and shall have deposited the same
with the Clerk of the Peace in the District in which they shall reiside,
(who for receiving such de]>osit shall be entitled to receive a fee of tAvo
shillings and sixpence) such por-ons, and such other persons as may
afterwards become members of such Society and their several and
respective executors, administrators, and assigns, shall be ordained,
constituted and declared to be, and shall be a corporation, body
corporate and politic, by such name and style as a Building Society as
by such declaration so deposited as afoi'csaid shall have been declared
to be the name by which persons so executing the same desire such
Society to be known, for the puri)ose of raising by monthly or other
periodical subscrijjtions of the several members of the said Society, and
in shares not exceeding the value of one hundred pounds for each
share (such subscriptions not to exceed twenty shillings per month for
each share), a -ek or fund for the purpose of enabling each member
thereof to receive out of the funds of the said Society the amount or
value of his share or shares therein to erect or purchase one or more
dwelling house or houses or other freehold (jr leasehold estate, to
be secured by way of mortgage or otherwise to the said Society until
the amount or value of his shan? or shares shall have been fully paid to
the said Society, with the interest thereon and with all tines and
liabilities incurred in respect thereof ; and that it shall and may be
lawful to and for the several members of such Society, from time to
time to assemble together and to make, ordain and constitute such })ro-
per and wholesome Rules and Regulations for the government and
guidance of the same, as the major part of the members thereof so
assembled together deem meet, so as such Jlules shall not be repugnant
to the express provisions of this Act, or to the general laws of this
Province or of U pper Canada ; and to impose and inflict such reason-
able fines, penalties and forfeitures upon the several members of the
said Society who shall offend against any such Rules, as the majority

1846.

Building Societies.

Cap. 90.

of the niemhors may tliink fit, to be I'L-sDcctively paid to suoli uses for
the benefit of the said Society, as the sai<l Society by such Rules shall
direct; and also from time to time to amend and alter such Rulet^ as
occasion may rcipiire, itr annul or repeal the same, and to make new
Rules in lieu thereof under such restrictions as are in this Act con-
tained : provided that no member shall receive or be entitled to receive
from the funds of su(!h Society any interest or dividend by wav of
annual or other periodical profit upon any share or shares in the said
Society until the amount or vidue of his share oi- shares shall have
been realized; except on the withdrawal of such member, according
to the Rules of the said Society then in force.

3. And be it enacted : That it shall and may be lawful to and for
every such Society to have and receive from any mendter or members
such sum or sums of money l)y way of bonus on any share or shares,
for the privilege of receiving the same in advance prior to the same
being realized. i)esides interest for the share or shares so received or
any part thereof, without being subject or liable on account thereof to
any of tlie forfeitures or penalties imposed by any Act or Acts of Par-
liament, or by any J^aws in force in tnat part of the Province hereto-
fore Upper Canada relating to usury.

3. And be it enacted : IHiat every such Society shall and may,
from time to time, elect and appoint: any nund)er of the members of
the said Society to be a Board of Directors, (who shall choose a Presi-
dent and Vice-President), the numl)er and (puililication thereof to be
declared in the Rules of such Society, and shall and may delegate to
such Directors all or any of the powers given by this Act to be execut-
ed ; and such Directors being so elected and appointed shall continue
to act for and during such time as shall be appointed by the llules of
such Society, the powers of such Directors being first declared in and
by the said Rules ; and in all cases where Directors shall be appointed
for any particular purpose, the powers delegated to them snail be
I'educed to writing and entered in a book by the Secretary or Clerk of
the said Society, and a majority of the nund)er of such Directors pre-
sent at any meeting thereof, shall, at all times, be necessary to concur
in any act of such Directors, and they shall, in all things, delegated to
them, act for, and in the name of such Society ; and all acts and orders
of such Directors, under the powers delegated to them, shall have the
like force and effect, as the acts and orders of such Society at any
General Meeting thereof could, or might have had in pursuance of this
Act ; Provided always, thUt the transactions of such Directors shall l)e
entered in a book belonging to such Society, and shall from time to
time, and at all times, be subject and liable to the review, allowance and
disallowance of such Society, in such manner and form as such Society
shall by their General Rules have directed and appointed, or shall in
like manner direct and appoint.

4. And be it enacted : That every such Society so established as
aforesaid, shall, in or by one or more of their said Rules, declare all
and every the intents and purposes for which such Society is intended
to be established, and shall also in and by such Rules direct all and

Cap. 90.

Bxiilding Societies.

9 Vic.

I'M!

11 ■

every tlie usoa and jmrposcs to wliieli the money wliicli shall from
timu to time be subscribed, i)ai(l or ^'iven to or for the use orbeucHtof
the sail! Society, or whic^h shall arise tliorcfroiu or in anywise, phall
belong to the said Society, shall be appropriated and a])plied, and in
wliat shares or ])roporti(»ns, and under what cireunifitance.s, any mem-
ber of such Society, or other person, shall t)r may become entitled to
tlie same, or any part thereof: Provided that the application thereof
Bhall not in anywise be repugnant to the uses, intents or puri)ose8 of such
SocJety, or any of them to be declared as aforesaid ; and all such liules
durin^j: the continuance of the same shall be complied with and enforced ;
and the monies so subscribed, paitl or -^iven, or so arising to or for the
use or l)enetit of the said Society or belonging thereto, shall not be
diverted or misapplied either by the Treasurer or Directors, or any
other oiHcer or member of sucli Society entrusted tli(;rewitli, under
euch penalty or f<jrfeiture as such Society shall by any Rule enforce
and inflict for such offence.

5. ^Lud be it enacted : That the Rules for the management of
every such Socir-ty shall be enteretl and recorded in a book to be kept
for that purpose, which book shall be open at all seasonable times for
the inspection of the !;u;ml)ers of : uch Society ; but nevertheless noth-
ing contaiiied herein shall extend to prevent any alteration in or amend-
ment of any such Rules in the whole or in part, or making any new
Rules for the management of such Society, in such manner as by the
Rules of the said Society shall from time to time be provided.

O. And be it enacted : That all Rules, from time to time, made
and in force for the management of such Society, and entered and
recorded as aforesaid, shall be binding on the several members and
ofKcers uf the said Societv, and the several contributors thereto and
their representatives, and all of whom shall be deemed and taken to
have full notice tliereof by sueli entry and record as aforesaid, and the
entry of such Rulea in the book or books of the said Society as afore-
said, or a true copy of the same, examined with the original, and
proved to be a true coi)y, shall be received as evidence of such Rules,
respectively, in all cases: and no certiorari, or other legal process,
shall be brought or allowed to remove any such Rules into any of Uer
Majesty's Courts of Record.

7- And 1)0 it enacted : That no Rule entered as aforesaid shall be
altered, recindcd or repealed, unless at a General Meeting of the mem-
bers of such Society, convened by public notice written or printed,
signed by the Secretary or Fi-esident of the said Society, in pursuance
of a requisition for that purpose by not less than fifteen of the members
of such Society, which re([uisition shall state the object for which the
meeting was called, and shall be addressed to the President and
Directors, whereupon each member shall be notified of the proposed
alterations, through the Post Office, within fifteen days ; such meeting
to consist of not less than one-third of the Shareholders, three-fourths
of -which meeting must concur in such alterations or repeal.

8. And be it enacted : That the Rules of every such Society shall
specify the place or places at which it is intended that the said Society

1846.

Jiulldiny Sociefieft.

Tap. 90,

uliall hold its meetinf^, ami shall coiitaiii provisions with respect to the
powers and duties of the members at large, and of fiucli officers as may
lie appointed for the management of the affairs of the said Society.

O. And be it enacted : That the Directors of every such Society,
shall, and may, from time lo time, at any of their usual meetings, elect
and appoint such person or persons to be (jfficers of the said Society as
thev think proper, and grant such salaries and emoluments as they may
deem tit, and pay such necessary expenses attending tlu; management
of the said Society as may be incurred ; and shall, and may, from time
to time, elect, when it shall be deemed necessary to carry into execu-
tion the purposes of the said Sociuty, for such space of time and
tor such purposes as shall be tixed and ostalilis.hed I>v tlie Ru'es of the
said Society, and may from time to time discharge such person or per-
sons, and elect and appoint others in the roon) of those who shall vacate
or die, or be so discharged ; and all ami every sucli officer or other per-
son whatsoever, who shall be a])pointed to any office in anywise touch-
ing or concerning the receipt, management or expenditure of any sum
of money collected for the purpose of the said Society, before he shall
lie admitted to tak(' upon him the execution of any such office or trust,
shall become bound in a bond in such form and for such amount as the
Directors may determine with two sufficient suretic.-s. for the just and
faithful execution of such office or trust, and for rendering a just ami
true account according to the Rules of the said Society, and in all
matters lawful to pay obedience to the Siinie.

10. And be it enacted : That it shall and may be lawful for every
such Society to take and hold any real estate, or securities thereon,
bona jide mortgaged, or assigned to the said Society, either to secure
the payment of the shares sidjscribed for by the members, or to secure
the payment of any loans or advances made by, or debts due to such
Society, and they may also proceed on such mortgages, assignments or
other securities, for the recovery of the monies thereby secured, either
at law or in erpiity, or otherwise, and that such society shall have the
j)ower of investing in the names of the President and Treasurer for
the time being any surplus funds in the stocks of any of the chartered
banks or other public securities of the I'rovince, and that all dividends,
interest and proceeds arising therefrom shall be brought to account and
applied to and f(jr the use of the said Society, according to the Rules
thereof.

11. x^'^dbeit enacted: That if any person a}>pointed to any
office by su.;u Society, and being entrusted with and having in his
hands or possession, by virtue of his said office, any monies or effects
belonging to such Society, or any deeds or secuiitics relating to
the same, shall die or become bankrupt, or insolvent, his heirs, execu-
tors, curators, adininistiators or assigns, or other person, having a legal
right, shall, within fifteen days after the demand made by the order of
the Directors of such Society or the major part of them assembled at
any meeting thereof, deliver over all things belonging to the said
Society to such persons as the said Directors shall appoint.

13. And be it enacted : That all real estate, monies, goods,
chatties, property, and effects whatever, and all titles, securities

Tap. 00.

Bmlrling SociciifiS.

9 Vif

for money, or otlior obligatory iiistnimcntH and cvidencen, or nionii-
TMi-nts, and all other effecta whatever, an<l all rights and claims belong-
ing to or had by hjicIi Society, shall be vested in the President and
Treasnrer of the said (Society, for the time being, for the use and bene-
fit of the said Society, and tlie respective inenil)ei'8 tliereof, their
lespective executors, administrators or assigns, according to their
respective claims and interests, and after the death or renioval of any
President or Treasurer, shall vest in the succeeding President and
Treasurer for the same estate and interest as the former President and
Treasurer had therein and sid)ject to the same trusts, without any
assignment or conveyance whatever ; and also, shall, for all purjioses
of action or suit, as well criminal as civil, in law or in ecpiity, in any-
wise touching or ctinci'rniiig the same, be deemed and taken to be, and
sliall in every such ])roceeding (wlicn necessary), be stated to bo the
j)roj)erty <•(' the persons appointed to the offices of President and
Treasurer of the said Society for the time being, in the proper n;',mes
of such Pi'csident and Treasurer without further description, and such
pei-sons shall, and they are hereby authorized to bring or defend, or
cause to l)e brought or dcfcnde<l any action, suit or ])rosecution, crimi-
nal n> well as ci\ il, in law or in etpiity, touching or concerning the
property, right or claim aforesaid, of or belonging tt) or had by the said
Society, anil in all cases concerning the pro]ierty, right or claim afore-
s:>i(l of the said Society, may sue and be sued, plead and l)e imjdeaded
in their proper names as President and Treasurer of the said Society
without other description, and no such suit, action <»r prosecution shall
be discontinued or abated by the death of such persons or their removal
from the offices of President and Treasurer, but shall continue in the
propel' name of the persons commencing the same ; any law, usage or
custom to the contrary notwithstanding ; and the succeeding President
and Treasurer shall have the same rigiits and lial'ilities, and shall pay
or receive like costs as if the action or suit or prosecution had been
commenced in their names, for the benefit of or to be satisfied out of
the funds of the said Society.

]{{• And be it enacted : That in all such actions, suits and prose-
cutions as aforesaid, the Secretary of such Society, shall be a competent
witness notwitlistanding he may also be Treasurer of the said Society,
and that his name may lia\e been used in such action, suit or prosecu-
tion as sucli Treasnrer.

14. And be it enacted: That the President, Vice-President, and
Directors of every such Society shall, in their private capacity, be
exonerated from all responsibility in relation to the liabilities of such
Society.

15. And be it enacted : That the rules of every such Society,
shall ])rovidethat the Treasurer or other principal officer thereof shall
once at least in every year, prepare or cause to prepared, a general
statement of the funds and effects of or belonging to the said Society,
specifying in whose custody or possession the said funds or effects
shall then be remaining, together with an account of all and every
the various sums of money received and expended by or on account of

1846.

Building Sorn^fifs.

Cap. 00.

the eaid Society since the publication vi tlie preoceding periodical
(Statement, and every such periodiciil etateniont shall he attcfited by two
(»r more members of tlic said Society appointi-d Aiulitcjrs for that pur-
pose, who sliall not be Directors, and shall be countersigned by the
Secretary or ('lerk of the said Society, and every member shall l)e
entitled to receive from tlie said Society, a copy of sncli periodical
statement without cliarge.

Itf. And be it enacted : Tha^ theword "Society" in this Act shall bo
undeistood to include and to mean Building Society and Institution
established under the provisions and authority of this Act; the word
"Rules" to include Kules, Orders, By-Laws and Regulations; every
word importing tlie singular number shall extend and be applied to
several persons or things, as well as one person or thing, ami bodies
corporate as well as individual ; and every word importing the plural
number, shall extend ami be applied to one person or thing as well as
several persons or things; and every word importing tlie masculine
gender only shall extend and be aj)|)lied to a female a well as a male ;
the words "Real Estate" shall extend and apply to unmoveable estate
and property generally ; and Uie word " Securities " shall extend and
apply to privileges, Mortgages (ecjuitable as well as legal) and incum-
brances upon real and umnoveable estate, as well as to otlier rights and
privileges upon personal estate and property : That this Act shall
extend toaliens, denizens and females, both to make them subject thereto,
and to entitle them to all the benefits given thereby ; and that this
Act shall be combined in the most beneficial manner for promoting the
ends thereby intended.

17. And be it enacted : That this Act shall be deemed a Public
Act and shall extend to all Courts of Law or Equity in this Province,
and be judicially taken notice of as such by all Judges, Justices and
other persons whatsoever without the same being specially shown or
pleaded.

ir.

Cnp. 53.

iM' I

linilillng StmHieit.

CAP. L [ 1 1 .

22 Vio.

.\n Aft re.spectiiig Building Societies.

8t>(!tioM,

."^fi'llnn.

1. Societies how incor]V)iatoii ; Powers of 2]. M,.; forfeit sh.ircs ; iv.ay expel mcnilier ;

Sociily. may sue fur amount of siiares.

2. Mcmliers (if Society may nial»e kule>,\c. 24. May s\ie in Division Court.

I....,.,... 1.'; «... «. !_■ ..: .. II I ._

Impose I'iiies, \e. 25

3. Ilxcept in cases of Mitlidraw.il, me^ilicrs

not to receive iirolits on shares, 'ill \al- 2(1,
ue of same re.iii/eil.

4. Society ma\ recene I)uniis in aiMiiion to

intcresi. 2'

5. Society fiom time to tinie to elect Di-

rector>.

6. I'owers of 1 )irectors to tie (lec!are<l by

Rules.

7. I'oweis of Directors in certain cases to lie

rccoriled in liooks of .Society.
S. Coiunirrciic' of majorily of Direi-lors ne-

cessarj-.
0. Acts of Directors to lie liimlins;.
lu. iVoreeilintrs of Director.s to he entered in

eilnigs o
hooks of .Society.
II. Society hy rule to declare objects of So- .-iiuiiii>i:>.

ciety and declare how moneys to he 34. Act extends to aliens, females and bodies

Society may sell real estate mortjjagcd
in Certain case.H.

Uepre^eiitatives of ofticers of Society to
deliver over papers antl moneys .ifter
demand.

l'roi)erly of Society vested in I'residvnl
and Treasurer.

I'ri'sideiit and Tre.isurer may bring and
defend suits.
29. Suits not loaliate hy death (jr removnl
from office.

.Secretary of Society a comjie'^'nt wiincss.

President and I)irectors relieved of res-
ponsibility.

Rules to jirovide that Secretary shall fur-
nish annual statement of funds.

Secretary's statement to he attested by
Auditors.

28.

J'-

12.
14.

16.
>7-

18.

19.
20.

corporate,
to be misapplied under 35. Interpretation clause

36. I'reanihle ; 9 V. c

applied.

Moneys no
penaltie>.

Rules to be recorded in a book.

Entry of R\dcs in hook, notice to mem-
bers.

I£.\amined copy of rules entered in hook
to he evidence.

Rules not to be removed by Certiorari.

Rules entered in book not to be altered
except at a general meeting.

Rules to specify time aiul place for hold-
ing meeting

._ , ^ . . _. 90 ; Permanent

.Societies having fulfilled certain con-
ditions declared to he within this Act ;
and their subscribers to bo members ;
evidence of membership.

37. How Hy-laws of Permanent Societies

may he passed or amended.

38. .\mount to which Societies may borrow

money, limited.
30. Shareholder whose share is p.iid up, may
receive or invest the amount.

Directors to appoint Officers. i^,.,,.,^, .,. .,i.>..-.i ...v ..„,..,.....

Officers ap]iointe<l to receive moneys to 40. .\dvances on security of investing on un-

give security. advanced shares.

21. Society may lake and hold real estate 41. Holding real estate.

niortgageii by Society for certain pur- 42. Society not hound to see to trusts to

poses. which its stock is subject ; what receipts

22. .May invest surplus funds. shall be sufficient.

ER Majesty, by anil with the advice and consent of the Legislative
Conncil and AsKembly of Canada, enacts as follows :

1. In case any twenty or more persons, in Upper Canada, agree
to constitute themselves a Building Society, and execute, under their
respective hands and seals, a declaration to that effect, and deposit the
same with the Clerk of the Peace in the County in which they reside,
(who for receiving such deposit shall be entitled to a fee of fifty cents,)
such perscjns, and such cjther persons as afterwards beconu; members of
the Society, and their several and respective executors, administrators

1859.

building Sooieties.

Cap. 83. 17

and iiKfiipi'', flhall he a corpDi-ntion, body corporate and politic, as a
Hnildiii;; Society, l)y the name and stylo mentioned in such declaration,
f(»r rainin/j; i»y monthly or other perioilical Ruhscriptions of the several
memherrt of the Society, in shares not exceeding the value of four
hulled dollars for each share, (and in suhcriptions not exceeding four
dollars per month tor each share,) a stock or fund to enable each mem-
ber to receive out of the funds of the Society the amount or value of
his shares therein, for the purpose of erecting or i)nrchasing one or
more dwelling lu)US(! or houses, or other freehold or leasehold estate, or
for any other purpose whatsoever, and the amount or value of such
shares shall bo secured to the Society by tnortga<je or otherwise on any
real estate belonging to the member at the time of his borrowing
money from the Society, or on any other real estate acquired by such
member, until the amount or value of his shnrcs with the interest
thereon, have been fully paid, together with all tines or liabilities in-
curred in respect thereof. 9 V. c. 1^0, s. 1 — 13, 14, V. c. 79, s. 4.

3« The several members of the Society may from time to time
assemble together, and make such proper rules for the government of
the same as the majority of members so assembled deem meet, so as
such rules are not repugnant to the provisions of tliis Act, or any other
law in force in Tapper I'anada ; and they may impose and inflict such
reasonable ' j;'-, penalties and forfeitures upon the several members of
the Society i 'fringing such rules as the majority of the membcre think
fit, and to be resov^ctively paid to such uses, for the l)enefit of the So-
ciety, as the Socieiy by "such rules direct ; and they may also from time
to time amcu'l or rescind such rules, and make \w,\' rules in lieu
thereof, under sucl; restrictions as are in this Act contained.

3. Except in tiie case of the withdrawal of a member, according
to the rules of the Society then in force, no member shall receive orV
entitled to receive from the funds of the Society any interest or div^i-
dend by way of annual or other periodical prolit upon any share in
the Society until the amou?it or value of his snare has been realized.

4. Every such Society may, besidei interest, receive from any
member a Bonun on any share, for the privilege of receiving the same
in advance prior to the same being realized, without becoming thereby
liable to wws} foii'eitures or penal'^ies imposed by any Laws in force in
Upi)er .lada, relating to Usury. 9 Vic. c, 90, s. 2, — 22 V. c. 85, s. H.

*5. Every such Society shall, from time to time, elect and appoint
any number of the members (jf the S)ciety to be a Hoard of Directors,
the number and qualification thereof t > be declared in the rules of the
Society, and may delegate to such DiiMctors all or any of the powers
given by this Act to be executed. 9 V. c. 90, s. 3.

C The ])owers of the Directors shaH b« declared by the rules of
the Socieiy, and they shall continue to acv during the time appointed
by such rules, 9 V. c. 90, s. 3.

7. In case Directors are appointed for any particular purpose, tliQ

i i

' '

i \

vi )

1 . 1

18 Cup. 53.

Biuldiny Societlcis.

22 Vic,

Eowers delegjited to them shall be reduced to writiiig and entered in a
ook by the Secretary or Clerk of the Society. 9 V. c. 90, s. 3.

H» The Directors shall dioose a President and Vice President,
and they shall in all things delegated to tlieni act for and in the name
of such Society, and the concurrence of a majority of the Directors

S resent at any meeting shall at all times be necessary in any Act of the
oard. 9 V. c. 90, s. 3.

<>. All acts and orders of such Directors, under tlie ])0wer8 dele-
gated to tliem, shall have the like force and effect as the acts and orders
of the Societj' at a General Meeting. 9 V. c. 90, s. 3.

10« The transactions of the Directors shall l)e entered in a book
belonging to the Society, and shall at all times be s\il)ject to the review,
allowance and dissallowance of the Society, in such rrT.ner and form
as the Society by their general rules direct and appoint. 9 V. c. 90, s. 3.

11. Every such Society shall, in or by one or more of their Rules,
declare the objects for which the Society is intended to be established,
and thereby direct the purposes to whicli the money from time to time
subscribed to, received by and belonging to the Society, shall be appro-
priated, and in what shares or pioportions and under what circum-
stances any member of the Society, or other person, may become entitled
to the same, or any ])art thereof. 9 V. c. 90, s. 4.

12. All such Rules shall be complied with and enforced ; and the
moneys so subscribed to, received by or belongiiig to the Society, shall
not be divei'ted or misapplied cither by the Treasurer or Directors, or
any other officer or member of the Society entrusted therewith, under
such penalty or forfeiture as the Society by any Rule inflicts for the
offence. 9 V. c. 90, s. 4.

1J$, The Rules for tlie management of every such Society shall
be recorded in a book to be ke])t for tha! nirpose, and sucli book shall
be open at all seasonable times for the inspection of the members. 9 V.
c. 90, 8. 5.

14. The rules so recorded shall be binding on the several mem-
bers and officers of the Society, and the several contributors thereto,
and their representatives, and they shall be deemed to have full notice
thereof by such record. 9 V. c. 90, s. 6.

15. The entry of the Rules in the books of the Society, or a true
copy of the same, examined with the original and proved to be a true
copy, shall be received as evidence thereof. 9 V. c. 90, s. 6.

10. Such Rules shall not by Geriioravi or other legal Process, be
removed into any of Her Majesty's Courts of Record. 9 V. c. 90, s. 6.

VS. No Rule so recorded as aforesaid shall be altered or rescinded,
unless at a General Meeting of the Members, convened by public notice
written or prin+ed, signed by the Secretary or President of the Society in
pursuance of a re«|uisition for that purpose made by not less than fifteen
of tl e Members, stating the objects for which the meeting is called,
and addressed to the President and Directors ; and each member of the

2 Vic,
ed in a

jsident,

3 name
irectors
; of the

srs dele-
1 orders

a book

review,

nd form

. 90, 6. 3.

ir Rules,
iblished,
J to time
)e appro-
circum-
3 entitled

; and tlie
ety, shall
lectors, or
h, under
8 for the

nety shall
lOok shall
.ers. 9 V.

jral mem-
Is thereto,
.11 notice

j or a true
I be a true

irocesB, be
. 90, s. 6.

Rescinded,
lie notice
50ciety in

Ian fifteen
is called,

Ibcr of the

1859.

building Societies.

Cap. 53. 19

Society shall within fifteen days after such ri;(piisiti()n, be notified
through tlie Post Office, of the proposed alterations; and such general
meeting shall consist of not less than one third of the shareholders,
three-fourths of whom must concur in the proposed alterations or
repeal. 9 V. c. 90, s. 7.

IS. The Rules of the Society shall specify the place oi- places at
which it is intended that the Society shall hold its meetings, and shall
contain provisions with respect to the powers and duties of the mem-
bers at large, and of the officers appointed for the management of its
affairs. 9 V. c. 9C, s. 8.

19. The Directors shall from time to time, at any of their usual
meetings, appoint such persons as they think proper, to be officers of
the Society, grant such salaries and emoluments as they deeni fit, and
pay the necessary expenses attending the management of the Society ;
and shall from time to tirue when necessary elect such persons as may
be necessary for the purposes of the Society, for the time and for the
purpose expressed in the Rules of the Society, and may from time to
time discharge such persons, and appoint others in the room of those
who vacate, die or are discharged. 9 V. c. 90, s. 9.

20. Every such officer or other person a])pointed to any office in
anywise concerning the receipt of money, shall before entering upon
the duties of liis office, execute a Bond with two sufficient sureties in
such form and for such amount as the Directors determine, tor the just
and faithful execution of his office, according to the Rules of the So-
ciety. 9 V. c. 90, B. 9.

21. Every such Society may take and hold any real estate, or
securities thereon, hond fide mortgaged, or assigned to it, either to
secuie the payment of the shares subscribed for by its members, or to
secure the payment of any loans or advances made by, or debts due to
the Society, and may proceed on such mortgages, assignments or other
securities, for the recovery of "the moneys thereby 'secured either at
law or in equity or otherwise, and generally may pursue the same
course, exercise the same powers and take and use the same remedies
to enforce the payment of any debt or demand due to the Society as
any person, or Body Corporate may by Law take or use for a like pur-
pose.

22. Every such society may, in the names of the President and
Treasurer for the time being, invest any surplus funds in the stocivs of
any of the chartered Hanks or other public securities of the Province,
and all dividends, interest and proceeds arising therefrom shall be
brought to account and be applied to the use of the Society, according
to the Rules thereof. 9 V. c. 90, s. 10,-13, li V. c. 79, s. 2.

23. Every such Society may declare forfeited to the Society the
shares of any member who is in default or who neglects to pay the
number of instalments or monthly subcriptions fixed by any Stipulation
or By-law, and may expel such nieiiiber from the Society", and the Se-
cretary shall make a minute of such forfeiture and expulsion in the
Books of the Society ; or instead of such forfeiture and expulsion, the

■r,
1

(
(

: I

Caj). 53.

Ji a'ddhuf Sjcietic-s.

22 Vic.

Society may recover the arrears by an action of debt. 18, 14 V. c. 79, s. 3.

24. If the amount in arrcar does not exceed forty dollars the
action may be brought in tlie Division Court of the Division wherein
tlie office of the Society is kej)t. 13, 14 V. c. 79, s. 3.

25. Whenever any such Society has received from a Sbareholder
an assignment, mortgage or transfer of any real estate to secure the
payment of any advances, and containing an authority to snch Society
to sell the real estate in case of non-payment of any stipulated number
of instalments or sum of money, and to apj)]y the [)rocceds of such sale
to the payment of the advances interest an»l other charges due to the
Society, such stipulations and agreements shall I)e valid and binding,
and the Society may cause the same to be enforced either by foreclos-
ure or by an action or ])roceeding in either of Her Majesty's Superior
(/ourts of Connnon Law, in which action the vemie shall be laid in the
County in which the lands lie, and the action may bo brought in the
names of the ]*resident and Treasurer of the Society, describing them
as such, or in the corporate name of the Society. 13, 1-4 V. c. 79, s. 1.

20. If any person appointed to an olHce by the Society and being en-
trusted with and having in his possession 1)V virtue of his'office, any mo-

no vs

or effects belonging to the Society, or any deeds or securities relating
thereto, dies or 1)ecomes bankrupt or insolvent, his legal representative,
or other person having a legal right, sliall within fifteen days after de-
mand made by the order of the Directors of the Society or the major
j)art of them assembled at any meeting thereof, deliver over all things
belonging to the Societv, to such persons as the Directors may appoint.
9 V. c. 90, s. 11.

2T. All real and ])ersonai estate, property and effects, and all
titles, securities, instruments and evidences, and all rights and claims of
or belonging to the Society, shall be vested in the President and
Treasurer and their successors in office, for the time being for the use
of the Society and the res})ective members thereof, according to their
respective claims and interests, and shall, for all purposes of bringing
or defending actions or suits civil or criminal, be deemed to be, and
ehull be stated to be, the })roperty of the President and Treasurer, iu
the proper names of the President and Treasurer for the time being.

2S. The President and Treasurer may bring or defend any action
suit or ])rosecution, criminal or civil, respecting any proj)erty, right or
claim aforesaid, and may sue and be sued, ])lead and be impleaded in
their proper names as President and Treasurer of the Society without
other description.

21>. Xo such suit, action or prosecution shall be discontinued or
abated by the death or removal from office of the President or Treas-
urer, but shall contimie in their natnes ; aiul the succeding President
and Treasurer shall have the same rights and liabilities, and shall pay
or receive like costs as if the action, suit or prosecution had been com-
menced or been defended in their names, for the benelit of or to be
satisfied out of the fimds of the Society. 9 V. c. 90, s. 13.

1859.

Bmldiny Societici^.

Cap. 53. 21

iiied 01'
Treas-
esident
lall pay
211 com-
ar to be

30. In all suits and prosecntions, the Secretary of the Society
shall be a competent witness, notwithstanding- ho may also be Treasurer
of the Society, and his name used in the suit or prosecution as sucli
Treasurer. 9 V. c. 90, s. 13,

ill. The President, Yice-President and Directors of the Society
in their private ca])acity, shall be exonerated from all res])onsibility in
relation to the liabilities of the Society. 9 V. c. 90, s. 1-t.

33. The rules of the Society shall provide that the Treasurer or
other principal Othcer thereof shall, once at least in every year, pre-
pare a general statement of the funds and eifectsof or belonging to the
Society, specifying in whose custody or j)ossession, such funds or ef-
fects are theii remaining, together with an account of all sums of mo-
ney received or expended I»y or on account of the Society since the
publication of the preceding periodical statement. 9. V. c. 90, s. 15.

33. Every huch pei-iodical statement shall be attested by two or
more mend^ers of the Society not being Directors, appointed Auditors
foi- that purpose, and shall be countersigned by the Secretary or Clerk
of the Society, and every member shall be entitled to receive from the
Society without charge a copy of such periodical statement.

34. This Act shall for all purposes extend to aliens, denizens and
females ; and co-partners and corporate bodies may hold shares in any
Society incorporated undei- the ])rovisions of this Act, in the same man-
ner as single individuals ; and this Act shall be construed in the most
beneficial manner for promoting the ends thereby intended. 13, 14
\. c. 79, s. 4,-9 Y. c. 90, s. 10.

35. The word "Society'' in the foregoing sections of this Act
shall be understood to include and to mean Building Society and Insti
tution established under the. provisions and authority of this Act, or any
former Act respecting Budding Societies ; the word "Rules" to include
linles, Orders, By-laws and Regulations ; the words "Real Estate" shall
extend and apply to immoveale estate and property generally ; and the
word "securities" shall extend and apply to privileges, mortgages,
(eipiitable as well as legal,) and incumbrances up(m real and immoveable
estate, as well as to other rights and privileges upon personal estate and
property. 9 V. c. 90, s. lO!

3C Whereas under the Act passed in the ninth year of Her
Majesty's Reign intituled, An- AH to encourage the establishment of
certain Societies, commonly called Buildimj Societies, In that part of
the Province of Canada formerly constitatimj Vj)P^^ Canada, certain
Ihiilding Societies have been established called Permanent Building
Societies, which have in a great measure superseded those Societies
called terminating Building Societies, and are conducted on more cer-
tain ajul equitable principles than the said terminating Building Soci-
eties, by eiuibling persons to beccjme members thereof at any time for
investment therein or to obtain the advance of their shares or share by
giving security therefor, and to fix and determine with the said Society
the time and amount which such mend^ers shall repay such advanced
share or shares and obtain the release of the said security, without being

rJ^»

:«H1

1 'til

:iip.

22 Cap. 53.

Building Societies.

22 Vic.

liable to the contingency of losses or profits in the bufiiiicss of the said
Society ; And whereas doubts had arisen as to whether such [Permanent
]>uilding Societies A'ere within the meaning and intention of the said
rec d Act ; Therefore, any Pernianent Building Society established
unav;r the said hereinbefore recited Act and the amended Act thereto,
or established under this Act, after this Act takes effect, and conducted
on the ])rinciplc hereinbefore mentioned, which has fulfilled and ob-
served or which fulfils and observes all the conditions necessary to
be fulfilled and observed for the establishment of a Building
Society under the said recited Acts, or under this Act, (as the case
may be) shall be and the same is hereby. declared to be and to have
been a Building Society within the meaning and intention of the said
recited Acts and of this Act, and to be and to have been entitled to all
the powers, benefits and advantages of the said recited Acts and of this
Act ; and any ])erson or persons who have signed the Rules and Reg-
ulations of any such JJuilding Society entered and recorded in a book,
as in the fifth section of the said recited Act, passed in the ninth year
of llcr Majesty's reign and in the thirteenth section of this Act is re-
quired, and have sul)scribc'd his or their name or names as a shareholder
or shareholders for one or more shares, shall, from the time of such sig-
luiture and subscription, be and be deemed to have been a member or
members of such Building Society ; and the ])roduction of the book
containing the rules for the management ol such Society, kept as in the
fifth section of the said Act and in the thirteenth section of this Act
is required, signed by such person and duly witnessed, shall, at all times
and for all purposes, be sufficient evidence of membership in such
Building Society. 22 Y. c. 45, s. 1, (1859.)

ST. Any Permanent Building Society may alter, amend, repeal
or create any Regulation, Rule or By-law for the working of the said
Society at a public meeting of the members of such Society, convened
as is directed by the said seventeenth section of this Act, and at which
public meeting one third of the members of the said Society, entitled
to vote by the Rules of the said Society, and representing not less than
two-thirds of the unadvanced Stock of such Society, do, either in writ-
ing under their hand or by a vote at such meeting, concur in such altera-
tion, amendment or repeal of such Regulation, Rule oi' By-law, or in
the creation of any new Rule, Regulation or By-law. 22 V. c. 45, s.
2, (1859.)

;$S. Every such Society, by its Rules, Regulations and By-laws
authorized to boiTow money, shall not borrow, receive, take or retain,
otherwise than in stock and shares in such Society, from any person or
persons, any greater sum than three-fourths of the amount of capital
actually paid in on unadvanced shares, and invested in real securities
by such Society ; and the paid in and subscribed capital of the Society
shall be liable for the amount so borrowed, received or taken by any
Society. 22 V. c. 45, s. 3, (1859.)

JJO. When any share or shares in any Society have been fully paid
up according to the I'ules of the Society, or have become due and pay-
able to the holder thereof, then and in such case the holder of sucli

1865.

Building Societies^ U.O. Cap. 38.

sliare or shares may either withdraw the ainonnt of liis share or shares
from the said Society, accordinoj to the rules and reguhitioiis thereof,
or invest the amount of his said share or sliares in the Society, and
receive tlierefrom periodically such ]iroportion of the j^rofits inade
by such Society as may be provided for by a Jjy-law to be passed for
the purpose ; and the amouni of such share or shares so invested shall
become fixed and ])ci luanent capital or shares in the said Society not
withdrawable therefrum, but transferable in the same manner as other
shares in the said Society. 22 V. c. 45, s. 4.

40. Such Society may advance to members on the security of
investing on unadvanced shares in the said Society, and may receive and
take from any person or ])ersons, or bodies cor})orate, any lical or Per-
sonal Security of any nature or kind whatever as (Collateral Security for
any advance made to mend)ers of the Society. 22 \^ c. 45, s. 5.

41. Any Society may hold absolutely Real Estate for the purposes
of its j)lace of business, not exceeding the animal value of Six Thou-
sand Dollars. 22 V. c. 45, s. 6.

42. Such Society shall not be l)ound to see to the execution of
any Trust, wliether expressed, implied, or constrnctive, to which any
share or shares of its stock may be subject ; and the receipt of the party
in whose name any such share or shares stand in the books of the So-
ciety, or if such share or shares stand in the name of more parties than
one, the receipt of one of the parties shall, from time to time, be a suf-
ficient discharge to the Society for any payment of ary kind made in
respect of such share or shares, notwithstanding any Trust to which
such share or shares may then be subject, and whether or not such So-
ciety has had notice of such Trust ; and the Society shall not be bound
to see to the application of the money paid upon such receipt. 82 V.
c. 45, s. 7, (1859.)

or m
45, s.

CAP, XXXVIII.

An Act to make further provisions for the management of
Permanent Building Societies in Upper Canada.

Section,

Section.

Preamble .

Directors may close subscription of
shares ; Proviso.

Members may determine at a general or
special meeting to close subscription of
shares.

Shares to be immediately advanced ex-
cepted.

4. Members may vote by proxy.

5. Quorum of members for altering By-laws.

6. 'S'early returns to the Auditor of Public

Accounts.

7. Sect. 39 of c. S3, Con. Stat. U. C,

amended as to paying up shares in full ;
as to borrowing money.

8. Inconsistent provisions repealed.

[Assented to ISfh Septemher, 1865.]

WHEREAS it is expedient to make further provisions for the
management of Permanent Building Societies in Upper Canada ;

24 Cap. 38.

Building Societies, 17.0.

29 Vic.

Therefore, Iler Majesty, by and with the advice and consent of the
Legislative Council and Assembly of Canada, enacts as follows :

1. It shall be lawful for the Directors of any Permanent Building
Society in Upper Canada, at any time and from time to time as they
may think expedient, by resolution, to close for any specified time, or
until further order, the subscription of shares to be held for investment
in the Society, and thereafter, until the expiration of such specified
time, or until such further order, no new shares shall be subscribed for
investment in the Society ; Provided always, that such new issue of
shares shall be allotted to the then existing shareholders pro rata, as
nearly as possible without fractions, but in case such new shares be not
taken up within thirty days, then the said sluires, or the remaining
shares shall be sold, and any premium thereon applied to the general
benelit of the Society.

S. It shall be lawful for the members entitled to vote, at any time
by resolution to be passed at any special or general meeting, for which
meeting, notice of such intended resolution shall have been duly given,
according to the seventeenth section of chapter fifty -three of tlie Con-
solidated Statutes for Upper (.lunula, to determine that no new shares
shall thereafter be subscribed for investment in any such Society ; and
thereafter no new shares for investment shall at any time be subscribed
therein, and the subscription of such shares shall cease for ever.

3> Nothing done under the preceding clauses of this Act shall
have the eflEect of preventing any such Society from creating, as it oth-
erwise might, any share or shares to be immediately advanced to the
subscriber or subscribers thereof, or of preventing any person from
subscribing, as he otherwise might, for any share or shares, in order
immediately to obtain the advance thereof from sucli Society by giving
security therefor.

4. Any member entitled to vote at any meeting of any Permanent
r>uilding Society, held under the thirty-seventh section of chapter fifty-
three 01 the Consolidated Statutes for Upper Canada, may be repre-
sented and vote at such meeting by his proxy, such prox;y being a mem-
ber ©f such Society.

Sim It shall be lawful at any general meeting, convened under
section seventeen of the fifty-third chapter of the Consolidated
Statutes for Upper (.anada, for two-thirds of the shareholders there
present in person, or by proxy, representing not less tlian one half the
amount paid up on investing shares, to alter, repeal or amend any of
the rules or by-laws of such Society.

ft. It shall be the duty of the Secretary d Treasurer, and the Pre-
sident or Vice-President of every such society, to Uiake yearly returns
upon oath, to the Auditor of Public Accounts, of the affairs of such
Society, in such manner as may be by him prescribed, stating therein
the mode by which the assets of such Society are valued.

7. The thirty-ninth section of chapter fifty-tliree, above mentioned
shall be amended by adding the following proviso thereto : " Provided

.;s4

_.^S'

Building Societies.

Oap. 09. 25

always, that any Bliare or shares may, at any time, bo paid up in full and
capitalized at once as permanent stock, and any such sliare or shares
heretofore ])aid in full or in part, shall be as valid as if the same had
been ])aid by j^eriodical or otlier subscription : Provided, also, that no
such Society lioreaftcr to be established, shall borrow money or receive
deposits until not less than one hundred thousand dollars of stock sliall
have been subscribed, and not less than forty thousand dcllars shall
have been actually paid thereon."

H. All provisions of all former Acts Avhich may be inconsistent
with this Act shall be held and taken to be by this Act amended, so
far as mav be necessary to render thetn consistent with this Act.

CAP. LXIX.

An Act respecting Building Societies.

Si'cliim.
1.

Septlon.
14

I the Pre-
returns
of such
therein

lentioned
Provided

A certain declaration required to be madi.'
to constitute a Huilding Society ; Pur-
pose for which such Society shall be
constituted; Rules for the government of
the Society to be made by its members.
Members to receive no profits until the 15.
amounts of their shares is realized :
Exception. 16.

Society may receive a bonus for advance
made to members. 17.

Appointment of Hoard of Directors ; ma-
jority of Directors must concur in all

What must be alleged in actions to sell
])roperty hypothecate<l : What evidence
will suffice in such actions : Laws in re-
lation to real estate under seizure to ap-
ply to proceedings under this Act.

Cases in whieh shares may be declared
forfeited.

Provision in the event of the death or
insolvency of any officer of such society.

All the property, &c., of such society to
be vested in the society by its corporate
name : Pending actions not affected.

proceedings; minute book of proceed- 18. The Secretary to be a competent witness,
ings. 19. Liability of Directors limited.

Society to declare certain particulars in 20. (leneral statement of affairs to be annu-

8.
9-

10.
II.
12.

13-

their rules ; application of moneys re-
stricted.

Rules to be entered in a book to be open
for inspection.

Such entry to be deemed sufficient notice
and to make rules binding.

How only rules may be repealed or
amended.

Place of meeting, &c., to be specified.

Appointment of officers ; certain officers
to give security for the faithful discharge
of their duties.

Society may hold real estate hypothecated
to them : Investment of surplus funds.

Society may make loans on certain con-
ditions. 27. Society may hold certain real estate.

Society may sell property hypothecated 28. Society not bound to see to the execution
to them on non-payment of instalments of trusts which any shares may be sub-

(ic, secured thereby : Actionsat law may ject.

be brought in the corporate name. 29. Nothing in this Act to affect the Mem-

Nature of securities upon which society treal lUiilding Society,

may advance money: Who may be 30. Interpretation of certain words : Applica-
members of Building Societies, tion and construction of this Act.

ally prejiared by Treasurer.

This Act to extend to Permanent Build-
ing Societies.

Permanent Building Societies having ful-
filled the conditions reciuired under this
Act to be Building Societies within the
meaning thereof.

Such societies may amend, &c., their
rules, and how

To what extent such Society may borrow
money.

Holders of shares fully paid up may with-
draw or invest the amount.
26. Society may loan money on unadvanced
shares.

21.

22,

23'

25'

Cap. 69.

Building Societies.

;' i h

!
I i

i I

HER Majesty, by and with the advice and consent of the Legislative
Council and Assembly of Canada, enacts as follows :

1. Whenever any twenty persons or upwards inany part of Lower
Canada have agreed to constitute themselves a Building Society, and
have signed and executed, under their respective hands and seals,
a declaration of their intention to become such Buildinof Society, and
have deposited the same with the Prothonotary of the Superior Court
for the District wherein such Society is to be formed, and to have its
principal office or place of busii-ess, (who for receiving such deposit
shall be entitled to receive a fee of fifty cents) such persons and such
other persons as may afterwai-ds become members of such Society, and
their several and res[)ective heirs, executors, curators, administrators,
successors and assigns, shall be a body corporate and politic, by such
name and style, as a Building Society, as by tlie said declaration is
declared :

2. Such Society shall be constituted for the purpose of raising, by
monthly or other periodical subscriptions of the several members of the
said Society, in shares not exceeding the value of four hundred dollars
for each share, (and by subscriptions not exceeding four dollars
per month for each share), a stock or fund for enabling each member
to receive out of the funds of the Society the amount or value of his
share or shares therein, for the purpose of erecting or purchasing one
or more dwelling houses, or other freehold or leasehold estate, such
advance to be secured by mortgage or otherwise to the said Society
until the amount or value of big share or shares is fully paid to the
said Society, w'th the interest thereon, and with all lines or liabilities
incurred in respect thereof ;

3. The several members of such Society may, from time to time,
assemble together, and make, ordain and constitute such proper and
wholesome Kules and Regulations for the government and guidance of
the same, as to the major part of the members thereof so assembled
together seem meet, so as such Rules be not repugnant to the express
provisions of this Act, or to the laws in force in Lower Canada ; and
may impose and inflict reasonable fines, penalties and forfeitures upon
members of the Society offending against such Rules, to be respectively
paid to such uses for the benefit of the said Society, as the said Society
by such Rules shall direct ; and may also from time to time amend and
alter such Rules as occasion may require, or annul or repeal the same,
and make new Rules in lieu thereof, subject to the provisions herein-
after made ;

4. IJut no member shall receive from the funds of any such
Society any interest or dividend by way of annual or other periodical
profit upon any share in the Society, until the amount or value of his
share or shares has been realized ; except on the withdrawal of such
member according to the Rules of Jie Societv then in force.
12 V. c. 57, s. 1.

2. Every such Society may receive from any member any sum of
money by way of bonus on any share, for the privilege of receiving the

Bxiildtng Societies.

Cap. 69. 27

jislativc

I Lower
)ty, and
d seals,
ety, and
)!• Court
liave its

deposit
nd 8\ich
lety, and
strators,

by such
•ation is

isinjj, by
rs of the
d dollars
• dollars
member
le of his
ising one
ate, such
1 Society
id to the
liabilities

to time,
)per and
dance of
5sembled
! express
ida ; and
res upon
jectively

Society
lend and
he same,

herein-

ny such

eriodical

le of his

of such

force.

\f sum of
ving the

same in advance prior to its being realized, besides interest for the
share so received or any part thereof, without being held thereby to
contravene any law relating to usury. Ihid, s, 2.

3. Each such Society shall, from time to time, elect and appoint
any number of the members of the said Society to be a Board of
Directors (who shall choose a President and Vice-President), the num-
ber and qualification thereof to be declared in the Rules of such Society;
and may delegate to such Directors the execution of all or any of the
powers given by this Act; and such Directors being so elected shall
continue to act during such time as shall be appointed by the Rides
of such Society, the power of such Directors being first declared in and
by the said Rules ; and in all cases where Directors are appointed for
ly particular purpose, the powers delegated to them shall l)e reduced
to writing and entered in a book by the Secretary of the Society :

2. A majority of the number of such Directors, present at any
meeting thereof must concur in any act of such Directors in order to
make such act valid, and they shall, in all things delegated to them, act
for and in the name of such Society ; and all acts and orders of such
Directors, under the powers delegated to them, shall have the like
force and eifect as the acts and orders of the Society at any general
meeting thereof could have had under this Act ;

3. But the transactions of the Directors shall be entered in a book
belonging to the Society, and shall from time to time and at all times
be subject and liable to the review, allowance and disallowance of such
Society, in such manner and form as such Society have by their general
Rules directed. 12 V. c. 57, s. 3.

4. Every such Society shall, by one or more of their said Rules,
declare all and every the interest and purposes for which such Society
is established ; and shall also in and by such Rules direct all and every
the uses and purposes to which the money from time to time sub-
scribed, paid or given to or for the use or benefit of the said Society,
or arising therefrom or in anywise belonging to the Society, shall be
appropriated and applied ; — and in what shares or proportions and
under what circumstances any member of such Society, or other person
shall become entitled to the same, or any part thereof :

2. But the application of such. money shall not in any wise be
repugnant to the uses, interests or purposes of such Society, or any of
them to be declared as aforesaid ; — and all such Rules during their
continuance shall be complied with and enforced ; and no such moneys
as aforesaid shall be diverted or misapplied either by the Directore or
Treasurer, or any other officer or member of the Society entrusted
therewith, under such penalty or forfeiture as the Society may, by any
Rule, inflict for such offence. Ihid^ s. 4.

5. The Rules for the management of each such Society shall be
entered and recorded in a book to be kept for that purpose, which book
shall be open at all seasonable times for the inspection of the members
of such Society, but nothing in this section shall prevent any alteration
in or anicndment of any sucli ilules in whole or in part, or the making

S8 Cap. 69.

Building Societies,

i^^

1 1

any new Kiilcs for tho inanagcincnt of the Society, in .sik;!) miiiiiiyr as
bv tlio Rules of the Society iriay from time to time !>© pruviduil. 12
V. c. 57, H. 5.

O* All Rulofi from time to time made and in force for tlie man-
ap^cinent of any such Society and entered and rec(»rded as aforesaid,
Bhall be l)indin!^ on the several momberp and oflieers<»f the Society, and
the several contribntors thereto, atid their representatives, all of whom
shall be held to have full notice thereof by snch entry and record
as aforesaid ; and the entry of such Rules in the book or books of the
said Society as aforesaid, (r a true copy of the same, examine(l with
the orij^inal inid proved to be a true copy, shall be received as evidence
of such rules respectively, in all cases. 12 V. c. 57, s. C.

7. No rule entered as aforesaid shall be altered, rescinded or re-
pealed, uidess lit a general meetin;^ of the memliers of the Society, con-
vened by ])ublic notice written or printed, sifjjncd by the Secretary or
President of tiie Society in pursuance of a recpiisition for that purpose
by more than one half of the members of snch Society, which requisi-
tion shall state the objects for which the meeting is called, and shall be
addressed to the President and Directors; whereuiioTi each mend)er
shall be notified of the pro])o6ed alterations through the post office,
within fifteen d;iys ; but three-fourths of the members ])resent at such
meeting must concur in such alterations t^r repeal. 12 V^. c. 57, s, 7, —
18 V. c. 110, ss. 1 «;w/2.

8. The rules of every sucl Society shall specify the place or
places at wliic^h it is intended that the Society shall hold its meetings,
and shall contain provisions with respect to the powers and duties of
the members at large, and of such officers as may be appointed for the
management of the affairs of the Society. 12 V. c. 57, s. 8.

O. The Directors of every such Society shall from time to time
at any of their usual meetings, elect and appoint such officers of the
Society, and grant such salaries and emoluments as they may deem fit
and pay any necessary expenses incurred in tlie management of the
Society ; and shall elect such officers for such space of time and for
such purposes as shall be fixed and established by the rules of the said
Society, and may from time to time discharge them, and appoint others
in the room of tlio.-e who vacate or die or are discharged :

2. Every such officer or other person appointed to any office in
any wise concerning the receipt, munagemont or expenditure of any
sum of money collected for the purj)oses of the said Society, shall,
before being admitted to take upon him the execution of any such
office or trust, enter into a bond in such form and for such amount as
the Directors may determine, with two sufficient sureties, for the just
and faithful execution of such office or trust, and for rendering a just
and true account according to the rules of the said Society for paying
obedier'-c to the same and in all matters lawful. 12 V. c. 57, s. 9.

lO. Any such Society may take and hold any real estate, or secu-
ties thereon, bond fide mortgaged, assigned or hypothecated to the said
Society, either to secure the payment of the sliares subscribed for by

Buildintj iSoGieties,

Cap. 60. 29

I nail nor as
ndutl. 12

• tlie niaii-
aforewiitl,
ociety, and
1 of whom
in<l record
•oks of the
lined with
IB evidence

nded or rc-
;>ciety, con-
ecrctarv or
lat pnrposo
ieh nnjiiisi-
md sliall he
h Tnember
post otHce,
ent at snch

.57, 8. Tr-
ie phifie or

meetinc;8,
d dntics of
ted for the

ine to time
cers of the
ly deem fit
ent of the
me and for
f the said
oint others

ly office in
re of any
iety, pliall,
f any sucli
amonnt as
or the just
ring a just
for paying
(, s. 9.

e, or secu-
to the said
)ed for by

its members, or to secure the paynnmt of any hjans cr advances made
bv, or debts due to such. Society, and may also proceed on such mort-
gages, aseigiunents or other securities, for the recovery of the moneys
thereby secured, either at hiw or iti equity or ((therwise; and eucU
Society may invest in tlie names of the Pi'esident and Treasurer for the
time being, any oi its surphis funds in the stocks of any of the charter-
ed banks or other puldic securitiep of the Province, and all dividends,
interest and i)roceed8 arising therefrom shall be brought to account
and applied to and for the uae of the Society according to the rules
thereof. 19 V. c. 57, 8. 10,

11* Any such Society may, from time to time, lend and advance
to any member or other person, money from and out of its surplus
funds, upon the security and mortgage (hvpotheque) of real estate, and
for such period as to the Society or its Directora seems satisfactory or
expedient, and may receive therefor such sum of money, by way of
bonus, besides interest thereon, as may be agreed upon, without l)eing
subject on account thereof to any forfeiture or penalty, and may from
time to time vary such investments at their discretion. 20 V. c. 54, s.l

\*im Wiienever any such Society has received from any sliare-
holder a mortgage or liypothec, or an assignment or transfer of any
real estate belonging to him or her, to secui'e the paym.ent of any ad-
vance, and containing an authority to the Society to sell such real
estate in case of non-payment of any stipulated num hex of instalments
or sums of money (as every such Society is hereby authorized to do)
and containing also power to the said Society to ai-ply tlie proceeds of
such sale to the payment of the advances, interest and all other charges
due to the said Society, and after perfect payment thereof and of all
costs and expenses incident thereto, to pay over the baiancc to the
owner of such estate; — such stipulations and agreement shall bo valid
and binding to all intents and purposes whatsoevc;!', and snch Society
may cause the same to be enforced by an action or proceeding in the
usual course in any law in Lower Canada, having competent jurisdic-
tion, and such action may be brought in the corporate name of any
such Society. 14, 15 V. c. 23, s. 1, and 18 V. c. 116, s. 3.

13. Every such Society may advance, in the usual manner,
moneys on any real estate whatsoever of any member of the said Society,
as well for the actual purchase of the same and for the erection of
buildings thereon, as generally upon the security of any real estate be-
longing to any such member at the time of his borrowing such moneys,
and may take a mortgage, hypothec or assignment of all sucli real
estate whatsoever in security for such advances, on the same conditions
and with the same privileges in all respects as any other real estate by
tliis Act authorized to be mortgaged, hypothecated or assigned ; and all
t:ecnrities heretofore taken for moneys advanced in the manner above
mentioned, shall be valid and binding on the parties to all intents and
purposes whatsoever, as if taken under this Act :

2. All or any person or persons whosoever, whether capitalists or
otherwise, may become members of any such society ; and co-pai-tners

30 Cap. 69.

Building Societies.

! I

and corporate Ixxlics may hold shares tlicrein, in tlie samu manner as
siiiglo individuals. 14, 15 Vic. c. 28, s. 4.

14* In any action <tr {jrocecding instituted by any such Society
for tlio purpose of realizing or 'bringing to sale any property hypo-
thecated, mortgaged or assigned to the Society ns aforesaid, i*^^ Jliall not
be necessary to set forth the special nuvtters in the declaration,— but it
shall be sumcient to allege that the defendant hypotliecated, mortgaged

), (lescribing the same, to

or assigned (as the case may be) the real estate

the Society, and that the amount, (or R'Piciont part of the amouni
stipulated by such party to bo paid, has become and remains due an
owing, whereby by virtue of tliis Act an action hath accrued to tii
Society, to have the said estate and property sold :

2. In order to maintain such action, it shall be sufficient, in addi
tion to the customary evidence of the hypothec, mortgage or assign-
ment of such property or estate, to prove by any one witness, whether
in the employment of, or a shareholder in sucli Society or not, or by
any other means, that the defendant is in arrear or indebted to the said
Society in or exceeding a sum on the accruing of which, by the terms
of such hypothec, mortgage, assignment or agreement, the said Society
has the right to have tlie said property or estate sold ; "^d thereupon
the Court shall give judgment for the said amount, and by such judg-
ment order the property to be sold by the Sheriif of the district wliereiii
it lies, after three insertions in the course of four months in the Canada
Gazette ; audit shall not be necessary for the Sheriff to go through any
formality in seizing the said lands or otherwise ;

3. All the laws of Lower Canada, with respect to the protection
of immoveable property under seizure, and with respect to the filing of
oppositions to the sale of lands or immoveable property, or after such
sale, to the payment, return and distribution of the money, to the re-sale
of such immoveable property at the folle enchere of any purchaser,
and to the obtaining possession of any sncli immoveable property after
sale, shall be applicable to the proceedings authorized by this Act ; and
the provisions of all laws of Lower Canada regulating the sale of real
estate, and the judicial proceedings relative thereto, shall, in so far as
applicable and it is not otherwise provided for bv this Act, extend to
all proceedings to be had under this Act ; and if it be not otherwise
herein directed, all such proceedings, in so far as may be, shall be con-
ducted in like manner as proceedings under ordinary write of execution,
and the deed to be given by the Sheriff shall have the like effect as a deed
given under an ordinary writ of exectition ; except that the Sheriff of
the District shall, in addition to his disbursements, be entitled to de-
duct only one per centum commission from the gross proceeds of the
sale. 14, 15 Vic, c. 23, s. 2.

13. Every such Society may forfeit and declare forfeited to the
Society, the shares of any member who neglects or is in arrear to pay
such number of instalments as may be fixed by any stipulation, or b}'-
law ; and every such Society may pursue the same course, exercise the
same power, and take and use the same remedies to enforce the pay-

thtUding Societies.

Cap. m.

anner an

1 Society

•ty liypo-
iiiall not
»,— but it
lortgaged
5 same, to
! amount^
a clue ana
ed to the

t, in addi
or assign-
1, whether
not, or by
DO the aaid
the terms
lid Society
thereupon
mch jnd,£-
ict wherein
he Canada
irough any

protection
he filing of
after such
) the re-aale
purchaser,
)perty after
ifl Act ; and
sale of real
in so far aa
, extend to
t otherwise
hall be con-
execution,
>ct as a deed
e Sheriff of
itled to de-
jeds of the

ted to the
rear to pay
ition, or by-
exercise the
rce the pay-

ment of anydubt or demand duo to such Society, or any pomon or body
corporate may by law take or u«e forHUch purpose. 14, 15 V. c. 23,8 3.

in, if any jJcrKon apj)ointed to any office bv any such Society,
and being entrusted with and liaving in !.is hands or possession, by
virtue of his office, any moneys or effects behtnging to such Society, or
any deeds or securities relating to the same, dies or become banknij)t
or insolvent, his lieirs, executors, curators, administrators or assigns, or
other person having a legal right, sliall, within fifteen days atter de-
mand made by the order of Directors of such Society or tlie major part
of them, assembled at any meeting thereof, deliver over all things be-
longing to the said Society, to such [)er>ons iis the said Direc rs shall
appoint, and shall pa ' out of the estates, assets or effijcts of such per-
son, all sums of moiKy remaining due which such person received by
virtue of his office, before any of his other debts are paid or satisfied,
and all such assets, estates ami effects shall be bound to the payment
and discharge thereof accordingly; except that the same shall not be
paid or satisfied to the i)rejudiee of mortgages or j)rivileges on real
estate or of liens or privileges on personal estate only, duly executed
previous to the appomtment, of sucn officer. 12 V. c. 57, s 11.

IT* All real and pcrsomd property, moneys, goods, chattels and
effects whatever, and all titles, securities lor money or other obligatory
instrumenis and evidences or nnmiments, and all other effects whatever,
and all rights and claims belonging to or had by any such Society, shall
be vested in the Society by its corporate name and stylo, declared in
the declaration mentioned in the first section of this Act as that under
which such Society shall be known ; — and shall for all purposes of
action or suit, as well criminal as civil, in law as in equity, in anywise
touching or concerning the same, be deemed and taken to bo, and shall
in every such proceeding (when necessary) be stated to be, the proj)erty
of the Society by the name and style aforesaid, without further des-
cription, and by the said name and style the Society ma}' sue and be
sued, bring or defend any action, suit or prosecution, criminal a3 well
as civil, in law or in e(puty, touching or concerning the property, right
or claim, of or belonging to the Society, and in all cases concerning any
property, right or claim of the said Society, may sue and be sued, plead
and be impleaded. 12 V. c. 57, s. 12,— and 18 V. c. 116, s. 3.

2. But nothing in this Act has abated or discontinued or shall
abate or discontinue or affect any action, prosecution or proceeding
brought on behalf of any such Society by the President and Treasurer
thereof ; and the same shall be continued in the corporate name of
the Society. 18 V. o. 116.

IHm In all such actions, suits and prosecutions to which any such
Society is a party, the Secretary of such Society shall be a competent
witness, notwithstanding he be also Treasurer, and that his name has
been used in such action, suit or prosecution as such Treasurer. 12 V.
c. 57, s. 13.

1». The President, Vice-President and Directors of every such
Society shall in their private capacity be exonerated from all responsi-
bility in relation to the liabilities of such Society. 12 V. c. 57, s. U.

Can. 60.

Building Societies.

20. The rules of every such Society shall provide that tlio Trea-
surer or other jji-iucipal officer thereof shall once at least in every year
prepare a general statement of the funds and effects of the Society,
specifying in whose custody or possession the said funds or effects are
tlien remaining, with an account of every sum of money received and
expended by or on account of the Society since the publication of the
pi'eceeding periodical statement ; and every such periodical statement
shall be attested by two or more niend)ers of the said Society, appoint-
ed Auditors for that purpose, who shall not be Directors and shall be
countersigned by the Secretary of the Society, and every memljcr shall
be entitled to receive from the said Society a copy of such periodical
statement, without charge. 12 V. c. 57, s. 15.

VSKIIANENT BUILDING SOCIETIES.

21. Permanent Building Societies, enabling persons to become
members thereof at any time for investment therein, or to obtain the
advance of their shares by giving security therefor, and to fix and de-
termine with any such Society the time and amount as and by which
such members shall repay such advanced shares and obtain the release
of the said security, without being liable to the contingcnc} of losses
or profits in the business of the said Society, may be formed and sub-
sist under this Act. 22 V. (1859) c. iS'S, 2)reaml)le, s. 1.

32. Any Permanent Building Society established and conducted
on the principles hereinbefore mentioned, which luis fulHUed and
observed the retpiisite conditions for the establishment of a Building
Society undor the foregoing provisions of this Act, shall be a Building
Society within the meaning of this Act ; and any person who has
approved the Rules and Regulations of any such Building Society
entered aud recorded in a book, as in the fifth section required, and has
subscribed his name as a shareholder for one or more shares, shall, from
the time of such approbation and subscription, be a member of such
Building Society ; and the production of the book containing the
Rules for the management of such Society, kept as in the said section
required, signed by such person, or by his duly authorized attorney,
aud duly witnessed, shall be sufficient evidence of membership in such
Building Society. 22 V. (1850) c. 58, s. 1.

2«S. Any Permanent Building Society may alter, amend, re])eal
or mike any Regulation. Rule or By-law for the working of the Society
at a public meeting of the members thereof, duly convened according
to this Act and the Rules of such Society. Ihid., s. 2.

24. No such Society, by its Rules, Regulations and By-laws
authorized to borrow money, shall borrow, receive, take or retain, other-
wise than in stock and shares in such Society, from any person or
persons, any greater sum than three-fourths of the amount of capital
actually paid in on unadvanced shares aud invested in real securities by
such Society ; — and the paid in and subscribed capital of the Society
shall be liable for the amouut so borrowed, received or taken by any
Society. Ibid, s. 3.

Building Societies.

Cap. GO 33

[■ding

25* When any share in any snch Society has been fnlly paid up
according to the Rules of the Society, or has become due and payable
to the holder thereof, the holder of such share may either withdraw
the amount of such share from the said Society, acconling to the Rules
and Regulations thereof, or invest the amount of such share in the
Society, and receive therefrom, periodically, snch proportion of the
profits made by such Society as shall be provided for by a By-law to be
passed for the purpose ; and the amount of such share so invested shall
become fixed and permanent capital or shares in the said Society not
withdrawable therefrom, but transferable in the same manner as other
shares in the said Society. Ihid, s. 4,

36* Any such Society may advance to mei.ibers on the security
of investing on unadvanced shares in the said Society, and may receive
and take from any personal or body corporate, any real or ])ersonal
security of any kind whatever as collateral security fc any advance
made to members of the Society. Ihid, s. 5.

ST. Any such Society may hold absolutely real estate for the
purposes of its place of business, not exceeding the annual value of six
thousand dollars. Ihid, s. 6.

28. No such Society shall be bound to see to the execution of any
trust, whether expressed, implied or constructive, to which any share
of its stock is subject ; and the receipt of the party in whose name any
such share stands in the books of the Society, (or if such share stand in
the names of more parties than one, the receipt of one of the parties)
sliall be a sufficient discharge to the Society for any payment of any
kind made in respect of such share, notwithstanding any trnst to which
such share is then subject, and wliether or not the Society has had
notice of such trust : and the Society shall not be bound to see to the
application of the money paid upoa such receipt. 22 V. (1859) c. 58, s. 7.

29. Nothing in this Act shall ap])ly to or affect " The Montreal
Building Society,' incorporated under the Act eighth Victoria, chapter
ninety-four, or in any wise to affect tlie said Act. 12 V. c. 57, s. 16.

30. In this Act the word " Society " means a Building Society
established under this Act; the word "Rules "shall include Rules,
Orders, By-laws and Regulations ; the words " Real Estate " mean and
include immoveable estate and property generally ; and the words
" Pei-sonal Estate " mean and include all Moneys, Goods, Chattels and
other property not being i-cal property ; and the words " Securities "
includes Privileges, Mortgages (ecpiitable as well as legal), hypotheqvss
and incumbrances- upon real estate, as well as other rights and privi-
leges upon personal estate and property :

2. This Act shall extend to a.iens, denizens and females, both to
make them subject thereto and to entitle thera to all the benefits given
thereby ;

3. This Act shall be construed in the most beneficial manner for
promoting the ends thereby -tended. 12 V. c. 57, s. 17.

34 Cap. 50. Permanent Building Societies, Ont.

CAP. L,

37 Vic.

An Act to make further provision for the management oi
Permanent Building Societies carrying on business in
the Province of Ontario.

aection.

Preamble .

1. Directors may make or amend By-laws,

&c., for the working of the Society :
Proviso for confirmation by Share-
holders.

2. Liability of Shareholders limited.

3. Society may lend money to others than

iis members : Proviso, as to rules af-
fecting borrowers.

4. C. S. U. C. c. 53, s, 22 repealed. New

section. Society may purchase and
sell certain securities.

5. Repayment and recovery of money ad-

vanced and interest thereon.

6. C. S. U. C. c. 53, s. 38 repealed. New

section. Power to receive money de-
posits and issue debentures : Proviso,
limiting money deposits : Proviso, cash
in hands of Society to be deducted.
Form of Debentures.

7. Interest to the society may be demanded

in advance,

8. Powers of Directors of Society.

9. By-laws and documenis of Society, when

authentic to be prima fade evidence.

10. C. .S. U. C. c. 53 %. 42 repealed. New

section. Society not bound to see to
execution of trusts or application of
moneys pnid on receipt, &c.

11. C. S. U. C. c. 53 s. 20 repealed. New

Spotinn.

section : Persons in service of Society
to furnish security.

12. To what societies only section 6 of this
Act shall apply.

13. Amalgamation of two societies.

14. Joint agreement between Directors of
Societies ])roposing to amalgamate or
consolidate their stock, &c.

15. To be submitted to stockholders ol each
society for consideration. Agreement if
adopted, to be filed with .Sec y of State.

16. Upon completion of consolidation the
new corporation to possess rights, pow-
ers, &c., and be sul)ject to duties, &c.,
of each of united societies.

17. All property and rights vested in new
corporation without further act or deed.
Proviso, as to rights of creditors, &c.,
of either of corporations.

18. ,\uditors and Directors, their appoint-
ment, remuneration, iSic.

19. Annual statement of Assets and liabili-
ties to be transmitted to the Minister of
Finance. Statement to be attested on
oath, and may be published. Penalty
for non-transmission, Proceedings by
Minister of Finance in case of insol-
vency of a society.

Schedule A, — Form of Debenture and
Coupon.

\_A8sente(l to 26^A May, 1874.]

WHEREAS it is expedient to make further provision for the inan-
agement of Permanent Building Societies carrying on business
in the rrovince of Ontario: Therefoie Her Majesty, by and with tlie
advice and consent of the Senate and House of Comnujns of Canada,
enacts as follows : —

1. The Directors of any such Permanent Building Society may,
from time to time, alter, amend, repeal or create any regulation, rule or
by-law for the working of any such Society : Provided tliat such action
of the Directors shall not have a binding force until confirmed at any
general meeting of the shareholders of such Society upon a vote of
two-thirds of the capital stock represented at such meetinoj, — notice
being given of the proposed clianges, in the notice calling such
meeting.

S« No shareholder of any such Society shall be liable for or
charged with the payment of any dei)t or demand due by such So-
ciety, beyond the extent of his shares in the capital of such Society not
(hen paid up.

^'%

37 Vic.

nent ol
iness in

; of Society

on 6 of this

ies.

Directors of
-lalgamatc or

Iders ol each
Agreement if
ec y of State,
olidation the
5 rights, pow-
3 duties, &c.,

;sted in new
5ract or deed,
reciitors, &c.,

heir appoint-

s and liabili-
he Minister of
)C attested on
led. Penalty
roceedings by
;ase of insol-

ebenture and

874.]

ir the inan-
)n business
id witli tlie
of Canada,

>ciety may,
ion, rule or
such action
med at any
II a vote of
ig, — notice
illing such

ible for or
>y such So-
Society not

1874.

Permanent Building Societies, Ont. Cap. 50. 35

3. Any such Society may lend money in conformity with the
laws authorizing the establishment of Building Societies in Canada,
and witi- the by-laws of such Society, to any person or perpons or body
corporate at such rates of interest as may be agreed upon, without re-
quiring any of such borrowers to become subscribers to the stock or
members of the said Society : Provided alwavs, tliat all borrower from
any such Society shall be subject to all the rules of such Society in
force at the time of their becoming borrowers, but not to any other
rules.

4. Section twenty-two of chapter fifty-three of the Consolidated
Statutes for Upper Canada is hereby repealed, and the following sub-
stituted therefor : —

" 22. Any such Society may purchase mortgage.^ upon real estate,
debentures of municipal corporations, school sections and school cor-
porations. Dominion or Provincial stock or securities, and they may
re-sell any such securities as to them shall seem advisable, and for that
l)urpose they may execute such assignments or other instruments as
may be necessary for carrying the same into effect ; they may also
make advances to any person or persons or body corporate u|ion any of
the above mentioned securities at such rate of discount or interest as
may be agreed upon."

a. The principal money so advanced on mortgages may be repaid
by means of a sinking fund of not lees than two per centum ])er annum,
within such time as the Society shall direct and appoint, and as shall
be specified in the mortgage or assignment of mortgage to be made of
such real estate, and of such revenues, rates, rents, tolls or profits as
hereinafter mentioned ; and the Society ir y do all Acts that may be
necessary for advancing money, and for recovery and obtaining repay-
ment thereof, and for enforcing payment of all interest accruing there-
from, or any conditions attachiad to such advance or any forfeiture
consequent on the non-payment thereof, and give all necessary and
proper receipts, acquittances and discharges for the same, and do,
authorize and exercise all acts and powers whatsoever requisite or ex-
pedient to be done or exercised in relation to the said purposes.

6. Section thirty-eight of chapter fifty-three of the Consolidated
Statutes for Upper Canada is hereby repealed, subject to the provi-
sions of the twelth section of this Act, and the following substituted
therefor : —

" 38. It shall be lawful for any such Society to receive money on
deposit, and also for the Board of Directors of any such Society to
issue debentures of such Society for such sums, not being less than one
hundred dollars, and in such currency as they may deem advisable, and
payable in the Dominion of Canada or elsewhere not less than one year
from the issue thereof : Provided always that the aggregate amount of
money deposits in the hands of such Society, together with the amount
of debentures issued and remaining unpaid, shall not at any time ex-
ceed the amount of principal remaining unpaid on the mortgages at
such time held by such Society and shall not exceed the amount of

TV r

86 Cap. 69. Permanent Bidlding Sooieties, Ont.

40 Vic.

capitalized, fixed and permanent stock in such Society, not liable to be
withdrawn therefrom, by more than one-tliird of the total amount of
the said capitalized stock : Provided further, that the amount of cash
actually in the hands of any such Society, or deposited in any chartered
bank, shall be deducted from the sum total of the liabilities which such
Society may be autliorized to incur as above stated :"'

The debentures of such Society may be in tlie form of Schedule A
to this Act or to the like effect.

T. Any such society may, and is hereby empowered to demand
and receive in advance tlie half-yearly interest from time to time acrn-
ing on any advances of money made by such Society under and by
virtue of this Act.

8. The President, Vice-President and Directors of any sucli Soci-
ety shall have and exercise the powers, privileges r.nd authorities set
forth and vested in them by this Act and any other Act regulating
such Society, subject to the Rules or By-laws of such Society, and they
shall be subject to and be governed by such Rules, Regulations and
Provisions as are herein contained with respect theretoand by the By-hiws
of such Society ; and the Directors shall and may lawfully exei-cise all
the powers of such Society, except as to such matters as are directed
by law to be transacted by a general meeting of such Societv. The
Directors may use and affix, or may cause to be used and affixed, the
seal of such Society to any document or paper which in their judgment
may require the same ; they may make and enforce the calls upon the
shares of the respective shareholders ; they may declare the forfeiture
of all shares on which such calls are not paid ; they may make any
payments and advances of money they may deem expedient which are
or shall at any time be authorized to be made by or on behalf of such
Society, and enter into all contracts for the execution of the purposes
of such Society, and for all other matters necessary for the transaction
of its affairs ; they may generally deal with, treat, sell and dispose of
the lands, property and effects of such Society, for the time being, in
such manner as they shall deem expedient and conducive to the
benefit of such Society as if the same lands, property and effects were
held and owned according to the tenure and subject to the liabilities,
if any, from time to time affecting the same, not by a body corporate,
but by any of Her Majesty's subjects being of full age. They may do
and authorize, assent to or adopt all acts required for the due exercise
of any further powers and authorities which may hereafter be at any
time granted to such Society by the Parliament of Canada for the per-
formance and fulfilment of any conditions or provisions from time
to time prescribed by the said Parliament in giving such further powers
and authorities or in altering or repealing the same respt 'tively or any
of them.

O. All by-laws of any such Society shall be reduced to writing,
and shall have affixed thereto the common seal of the Society, and any
copy or extract therefrom, certified under the signature of the Secretary
or Manager, shall be evidence in all courts of justice in Canada, of sucli
by-laws or extract from them, and that the same were duly made and

40 Vic.

)1g to be
lount of
of cash
liartercd
ich such

ledule A.

demand

me acrn-

and by

icli Soci-
irities set
jgnlating
and they
:ions and
; By-laws
3rcise all
directed
V. The
ixed, the
udginent
upon the
prfeiture
lake any
•hich are
of such
purposes
msaction
ispose of
)eing, in
to the
icts were
labilities,
orporate,
may do
exercise
)e at any
the pcr-
om time
r powers
y or any

lg77. Permanent Building Societies, Ont. Cap. 69. 37

are in force ; and in any action or proceeding at law, criminal or civil
or in equity, it shall not be necessary to give any evidence to prove the
seal of such Society ; and all documents purporting to be sealed with
the seal of any such Society, attested by the President, Treasurer or
Manager thereof, shall be held prima facie to have been duly sealed
with the seal of such Society.

10. Section forty-two of chapter fifty-three of the Consolidated
Statutes for TJppper Canada is hereby repealed, and the following sub-
stituted therefor : —

" 42. Such Society shall not be bound to see to the execution of
any trust, whether expressed, implied or constructive, to which any
share or shares of its stock, or to which any deposit or any other moneys
payable or in the hands of any such Society, may be subject ; and the
receipt of the party or parties in whose name any such share or shares
or monies stand in the books of the Society, shall, from time to time,
be sufficient discharge to the Society for any payment of any kind made
in respect of such snare or shares or moneys, notwithstanding any trust
to which the same may then be subject, and whether or not such Soci-
ety has liad notice of such trust ; and the Society shall not be bound to
see to the application of the money paid upon such receipt."

11. Section twenty of chapter fifty -three of the Consolidated Sta-
tutes for Upper Canada is hereby repealed, and the following substituted
therefor :

" 20. Every such officer or other person appointed to any office in
anywise concerning the receipt of money shall furnish security to the
satisfaction of the Directors for the just and faithful execution of the
duties of his office according to the rules of the Society, and any person
entrusted with the performance of any other service, may be required
by the Directors to furnish similar security."

12. The sixth section of this Act shall apply only to any such
Society having a paid up capital of not less than two hundred thousand
dollars in fixed and permanent stock, not liable to be withdrawn there-
from : Provided that all such Societies having a paid up capital ex-
ceeding forty thousand dollars may receive deposits to the amount of
their paid up capital, and the remaining sections of this Act shall extend
and apply to every such Society carrying on business in Ontario, or
constituted or incorporated under the provisions of the Acts lierein
referred to, or of the Consolidated Statutes for Upper Canada, chapter
fifty-three, or under any Act of the Legislature of the late Province of
Canada, or of the Parliament of Canada ; and any rights, powers or
privileges of any such Society, contrary to the provisions oi this Act,
arc hereby repealed.

13. It shall be lawful for any such Society to unite, amalgamate,
and consolidate its stock, property, business and franchises with the
stock, property, business and franchises of any other such Building,
Saving or Loan Society, incorporated or chartered, within the Province
of Ontario, and to enter into all contracts and agreements therewith,
necessary to Fiwh union and amalgamation.

38 Ca]). 69. Pernxanod Building Societies, Ont. 737 Vic.

I I

14. The Directors of the two Societies proposing to so amalga-
mate or consolidate as aforesaid, may enter into a joint agreement nnoer
the corporate seals of each of the said Corporations, for the amalgama-
tion and consolidation of the said Corporations, — prescribing the terms
and conditions thereof, the mode of carrrying the same into effect, the
name of the new corporation, the number of the Directors and other offi-
cers thereof, and who shall be the first Directoi-s and officers thereof and
their places of residence, the number of shares of the capital stock, the
amount or par value of each share, and the manner of conveting the
capital stock of each of the said Corporations into that of the new Cor-
poration, and how and when and for how long Directors and other Offi-
cers of such new Corporation shall l)e elected, and when elections shall be
held, — with such other details as they shall deem necessary to perfect
such new organization and the consolidation and amalgamation of the
said Corporations, and the after management and working thereof.

15. Such agreement shall be submitted to the stockholders of
each of the said Societies at a meeting thereof to be held separately
for the purpose of taking the same into consideration ; notice of the
time and place of such meetings and the object thereof shall be given
by written or printed notices, addressed to each shareholder of the said
Societies respectively at his last known post office address or place of
residence, and also by a general notice to be published in a newspaper
published at the chief ])lace of business of such Societies once a week
tor two successive weeks. At such meetings of stockholders, such
agreement shall be considered, and a vote by ballot taken for the adop-
tion or rejection of the same, — eacli share entitling the holder thereof
to one vote, and the said ballots to be cast in person or by proxy ; and if
two thirds of the votes of all the stockholders of such Corporations
shall be for the adoption of such agreement, then that fact shall be cer-
tified upon the said agreement by the Secretary of each of such Coi-jDor-
atious under the Corj^orate seals thereof ; and if the said agreement
shall be so adopted at the respective meetings of the stockholders of each
of the said Corporations, the agreement so adopted and the said certi-
cates thereon shall be filed in the office of the Secretary of State of the
Dominion of Canada, and the said agreement shall from thence be taken
and deemed to be the agreement and Act of consolidation and amalga-
mation of the said Societies, and a copy of such agreement so filed, and
of the certificates thereon, properly certified, shall be evidence of the
existence of such new Corporation.

16. Upon the making and perfecting of the said agreement and
act of consolidation, as provided in the next preceding section and the
filing of the said agreement as in tlie said section provided, the several
Societies, parties thereto, shall be deemed and taken to be consolidated,
and to form one Corporation by the name in the said agreement pro-
vided, with a connnon seal, and shall possess all the rights, privileges,
and franchises, and be subject to all the disabilities and duties of each of
such Corporations so consolidated and united, except as herein other-
^vi8e provided.

IT. Upon the consummation of such act of consolidation as afore-
all and singular the business, property, real, personal and mixed,

737 Vic.

*o amalffa-
lent under
amalgama-

the terms
effect, the
1 other offi-
liereof and

stock, the
veting the
; new Cor-
other Offi-
»n8 shall be
to perfect
tion of the
Breof.

1874.

Permanent Building Societies, Ont. Cap. 69. 39

and all rights and interest appurtenant thereto, all stock, mortgages
or other securities, eubecriptions, and other debts due on whatever ac-
count, and other things in action belonging to such Corporations or either
of them, shall be taken and deemed to be transferred to and vested in
such new Corporation without further act or deed : Provided however,
that all rights of creditors and liens upon the property of either of such
s;^^ Corporations, shall be unimpaired by such consolidation, and all debts,
liabilities and duties of either of the said Coi-porations, shall thence-
forth attach to the new Corporation, and be enforced against it to the
same extent as if the said debts, liabilities and duties had been incurred
or contracted by it ; and provided also that no action or proceeding le-
gal or equitable by or against the said Corporations so consolidated, or
either of them, shall abate or be affected by such consolidation, but for
all the purposes of such action or proceeding, such Corporation may be
deemec still to exist, or the new Corporation may be substituted in such
action or proceeding in the place thereof.

18. The choice and removal of the Auditors of the Society, the
determination as to the remuneration of the Directors and of the Audi-
tors shall be exercised at general meetings of the Society, and the Audi-
tors shall not necessarily be shareholders : Provided that in case of the
death or failure to act of any such Auditor, the Directors may appoint
an Auditor in his place ; ana at all meetings of shareholders of the So-
ciety, the shareholders shall have one vote for each share held by them
respectively.

19. Such Society shall, on or before the fifteenth day of February in
each year, transmit to the Minister of Finance a full and clear state-
ment of their assets and liabilities on the day of the date thereof, and
such statement shall contain, in addition to such other particulars as
the Minister of Finance may require, —

let. The amount of stock subscribed ;

2nd. The amount paid in upon such stock ;

3rd. The amount borrowed for the purposes of investments and
the securities given therefor ;

4th. The amount invested and secured by mortgage deeds ;
5th. The value of real estate under mortgage ;
6th. The amount of mortgages over due and in default ;
7th. The amount of mortgages payable by instalments :

And such statement shall be attested by the oath before some
Justice of the Peace, of two persons, one being tlie President, Vice-
President, Manager or Secretary, and the other the Manager or Auditor
of such Society, each of whom shall swear distinctly that he has such
quality or office as aforesaid, that he has had the means of verifying,
and has verified the statement aforesaid, and found it to be exact and
true in every particular, that the property under mortgage has been
set down at its true value, to the best of his knowledge and belief ;
and that the amount of the shares, deposits and debentures issued and
outstanding, as he verily believes, is correct ; and such statement shall

ill

40 Cap. 69. Pcrinancnt Buildimj HocietlcSf Ont.

37 Vic.

bo published by the Minister of Finance, in such manner as he shall
think most conducive to the public good ; and for any neglect to trans-
mit such statement in due course of post within five days after the day
to which it is to be made up, such Society shall incur a penalty of one
hundred dollare per diem ; and if the same be not transmitted within
one month after the said day, or if it shall appear by the statement that
such Society is insolvent, the Minister of Pinaiice may, by a notice in
the Ccmada Gazette^ declare the business of such Society to have
ceased; and if the Minister of Finance shall, in any case, suspect any
such statement to be wilfully false, he may depute some competent
person to examine the books and enquire into the affairs of such
Society and to report to him on oath ; and if by such report it shall
appear that such statement was wilfully false, or that such Society is
insolvent, or if the person so deputed shall report on oath that he has
been refused such access to the books or such information as would en-
jible him to make a sufficient report, the Minister of Finance may, by
notice in the Canada Gazette, declare the business of such Society to
have ceased ; but in any of the cases in which discretionary power is
given to the Minister of Finance to declare the business of such Society
to have ceased, he may before so doing give notice to such Society and
afford the same an opportunity of making any explanation it may be
advisable to make ; and all expenses attending such periodical state-
ments, and the publication thereof shall be borne by such Society.

I !

SCHEDULE A.

Society
Debenture No. Transferable $

Under the authority of an Act of the Parliament of Canada
Victoria, Chapter

The President and Directors of the Society

promise tc pay to or bearer the sum of

dollars, on the day of ,

in the year of Our Lord One thousand eight hundred and
at the Treasurer's office here, with interest at tiie rate of per

cent, per annum, to be paid half-yearly on presentation of the proper
coupon for the same as hereunto annexed, say on the
day of ' , and the day of

in each year at the office of the Treasurer here (or their agents in

•)
Dated at , the day of , 18 .

For the President and Directora of the ' Society.

C. D. A. B.

Secretary.

37 Vic.

as he shall
set to trans-
ter the day
ilty of one
ted within
einent that
a notice in
y to have
Lispect any
competent
■8 of snch
ort it shall

Society is
liat he has

would en-
:;e may, hy

Society to

power is
ich Society
lociety and

it may be
iical state-
»ciety.

Societv
3f Canada

Society
le sum of

per
lie proper

agents in

,18 .
Society.

1877.

Permanent Bui/ding Societies, Otit. Cap. 48. 41
COUPON.

No. 1.

Half-yearly dividend due ^^ . 1^ » <^*"

Debenture No. issued by this Society on the

day of , 18 for $ at per cent, per

annum, payable at the office of the Treasurer, , (or at the

Society's agents .)

For the President and Directors.

C. D. A.B.

Secretary.

CAP. XLVIII.

An Act to amend the Act thirty-seventh Victoria, chapter
fifty, rcBpecting Permanent Building Societies in Ontario.

Section. Section.

Preamble. 37 V., c. 50.

1. Governor inCouncil may authorize change

of name.

2. Notice to be given. Power of Governor.

3. How such change of name shall be proved

Clerk of the Peace to endorse certificate
ondeclaration. Fee, Penalty for not
filing delaration.

4. Change of name not to affect rights.

5. Fees for change of name.

[Assented to 2Sth April, 1877.]

IN amendment of the Act passed in the thirty-seventh year of Her
Majesty's reign, intituled '• An Act to make Jurther provision for
the management of Permanent Building Societies carrying on busi-
ness in the Province of Omtarioy Her Majesty, by and with the
advice and consent of the Senate and House of Commons of Canada,
enacts as follows :

1. Where any such Society as mentioned in the said Act thirty-
seventh Victoria, chapter fifty, is desirous of changing its name, the
Governor-General, upon being satisfied that the change desired is not
for any improper purpose and is not otherwise objectionable, may, by
Order in Council, change the name of the Society to some other name
set forth in the said order.

2* The Society shall give at least four weeks' previous notice in
the Canada Gazette of the intention to apply for the change of name,
and shall state the name proposed to be adopted ; in case the proposed
name be considered objectionable the Governor in Council may, if he
think fit, change the name of the Society to some other unobjectionable
name without requiring any further notice to be given.

3> Such change shall be conclusively established by the insertion
in the Canada Gazette of a notice thereof by the Secretary of State ;
and his certificate of such change having been made shall be obtained
by the Society, and filed in the office of the Clerk of the Peace of the
County with whom is filed the declaration constituting such Society ;

•>

Cap. 48. Pettnaneni Huilding /Soeietiea, Out.

22 Vic,

the Clerk eliall, upon payment by the Society of a fee of one dollar
therefor, endorse a copy of such certificate upon the said declaration :
•and the Society sliall (under a penalty of two hundred dollars in case
of default) within one month after the insertion of the said notice cause
the said certificate to be filed, and require the said endoreement to be
made as aforesaid.

4. No alteration of its name under this Act shall aflfect the rights
or obligations of any such Society, and all proceedings may be con-
tinued or commenced by or against any such Society by its new name
that might have been continued or commenced by or against it by its
former name.

a. The Governor in Council may establish the fees to be paid on
applications for change of name under this Act.

M^:

CAP. XLIX.

An Act to amend the " Act to make further provision for
the management of Permanent Building Societiec carry-
ing on business in the Province of Ontario."

Section.

Preamble. 37 V., c. 50.

Society having f 100,000 paid up, may

exercise power under s. 6.
Amount of debenture and deposit debts

of Societies limited. Proviso : as to

deposits. How liabilities shall be es-
timated. Proviso : as to Companies
now incorporated.

Section 19 of Act 37 Vic, c. 50 amended.

Society what to mean.

lAssented to 28^A April, 1877.]

WHEREAS by section six of the Act passed in the thirty-seventh
year of Her Majesty's reign, chapter fifty, as applied by section
twelve of the said Act, it is in effect amongst ofher things enacted,
that it shall be lawful for any Permanent Building So'^iety carrying on
business in the Province of Ontario and having a paid-up capital of
not less than two hundred thousand dollars in fixed and permanent
stock, not liable to be withdrawn therefrom, to receive deposits, and
also for the Board of Directors of any such Society to issue debentures
of such Society ; Provided always, among other conditions, that the
aggregate amount of money deposits in the hands of such Society,
together with the amount ot debentures issued and remaining unpaid,
shall not, at any time, exceed the amount of capitalized, fixed and per-
manent stock in such Society, not liable to be withdrawn therefrom, by
more than one-third of the total amount of the said capitalized stock ;
And whereas ^it is expedient that such limitation should be enlarged
and that Societies having a fixed and permanent paid-up capital, not
liable to be withdrawn, of one hundred thousand dollars should be
invested with the powers conferred I)y section six of the said Act ;
Therefore, Her Majesty, by and with the advice and consent of the
Senate and House of Commons of Canada, enacts as follows :

23 Vic,

F one dollar
declaration :
oUars in case
notice cause
lement to be

ct the rights
nay be con-
;8 new name
inst it by its

3 be paid on

1878.

Suilding Societies, Out,

Cap. 49. 43

> vision for
tieo carry-

ies shall be es-
to Companies

c. 50 amended.

•*7, 1877.]

irty-seventh

I by section

^8 enacted,

carrying on

D capital of

permanent
sposits, and

debentures
ns, that the
cli Society,
ing unpaid,
ed and per-
3refrom, by
zed stock ;
>e enlarged
capital, not

should be

said Act ;

ent of the
rs :

1. Notwithstanding anything in the twelfth section of the said
Act contained, any Society iiaving a fixed and permanent paid-up capi-
tal of one hundred thousand dollars, not liable to be withdrawn, may
exercise the powers by the sixth section of the said Act conferred, and
the term " such Society " in the said Act and in this Act shall be held
to include any such Society as in this section first mentioned.

2* The aggregate amount of money deposits in the hands of any
such Society, together with the amount of its debentures issued and
remaining unpaid may be equal to but shall not, at any time, exceed
double the amount of the unimpaired, capitalized, fixed and permanent
stock in such Society, not liable to be withdrawn therefrom : Provided
always, that the amount held by any Society on deposit shall not exceed
the amount of the paid-up and unim])aired capital of such Society, and
that the total liabilities of any such Society shall not at any time exceed
the amount of principal remaining unpaid on the mortgages at such
time held by such Society ; and that in estimating the liabilities of any
such Society the amount of cash actually in the hands of such Society
or deposited to its credit in any chartered bank, shall Ijc deducted
therefrom ; and that in estimating the unimpaired, capitalized, fixed
and permanent stock of any such Society, the amount of all loans or
advances made by it to its shareholders upon the security of their stock,
shall be deducted therefrom : Provided always, that in tne event of any
Company now incorporated availing itself of the provisions of this
Act for the purpose of enlarging its powers to borrow money by
debentures, nothing herein contained shall be construed as affecting, or
in any wise impairing the right of the holders of debentures issued by
the said Company.

3* The nineteenth section of the said Act is hereby amended by
adding thereto, immediately after the word '' instalments " therein,
the figure and words followmg, ihat is to say :

8th. The rate or rates of interest at which the mortgages held by
the Society have been computed or discounted to ascertain the aiAount
of the principal remaining unpaid thereon.

4. The word " Society " in this] Act shall also include and mean
" Company."

CAP. XXII.

An Act to amend the law respecting Building Societies
carrying, on business in the Province of Ontario.

Section,

Preamble.
I . How Permanent Societies in Ontario may
make shares thereafter subscribed for
permanent capital and notwithdrawable

Section.
2. Directors may fix amount payable on
subscription or as premiums on such
shares, and pay dividends by way of
periodical profits. Proviso.

[Assented to 10th May, 1878.]

HER Majesty, by and with the advice and consent of the Senate and
House of Commons of Canada, enacts as follows : —

U Cup. 49.

Building Societies.

42 Vio.

..,i'&

1. The members of any Permanent Building Society carrying on
business in the Province of Ontario, entitled to vote, may, at any time,
by a resolution, to be passed by a majority of two-thirds of the votes of
such members present or represented by proxy at any special or general
meeting, (for which meeting notice of such intended resolution shall
be duly given), determine that all shares thereafter subscribed for in
such Society shall be fixed and permanent capital and not liable to be
withdrawn therefrom ; and any share thereafter subscribed for in such
Society shall be fixed and permanent capital and not withdrawable
therefrom, but transferable in the same manner as other shares in such
Society.

2. The Directors of any such Society may fix the amount to bo
paid on the subscription of any such shares, which amount shall not be
less than twenty per cent, on the shares subscribed, and the premium
(if any) which shall be paid thereon, and when such premium shall be
payable ; and it shall be in the discretion of the Directors, from time
to time, to call up the balance of any such shares, at such time or times
as they think best. And any such Society rnay. from time to time, pay
dividends by way of annual or othej* periodical profits, upon the
amounts paid on such shares. In all other respects such shares shall
be subject to the general provisions respecting shares in Permanent
Building Societies carrying on business in the Province of Ontario.

CHAP. XLIX,

An Act respecting Building Societies carrying on business in

the Province of Ontario.

Be«tion.

Section.

Preamble.' Sec. 2 of 40 V., c. 49 cited.
And its Proviso.

Certain words in section 2 of 40 V., c. 49
interpreted.

Permanent Building Societies in the Pro-
vince of Ontario under Dominion laws,
may carry on business in the Province
of Manitoba and the North-West Ter-
ritories.

And may hold real estate.

In case of the transmission'of interest in

any share, &c., otherwise than by trans-
fer. Directors may require a written
declaration showing the nature of such
transmission.

What shall be sufficient justification o
Directors for recognizing transmission
if by will or intestacy.

Provision for case of Directors having
reasonable doubts as to legality of any
claim to any share, &c,

"Society" interpreted.

l^Asse^ited to 16th May^ 1879.]

WHEREAS, by the second section of the Act passed in the fortietli
year of Her Majesty's reign, chapter forty-nine, it is enacted as
follows : — " The aggregate amount of money deposits in the hands of
any such Society, together with the amount of its debentures issued
and remaining unpaid, may be equal to, but shall not at any time
exceed double the amount of the unimpaired, capitalized, fixed and
permanent stock in such Society not liable to be withdrawn therefrom :
Provided always, that the amount held by any Society on deposit shall
not exceed the amount of the paid-up and unimpaired capital of such

42 Vio.

Tying on
my time,
13 votes 01
>r gonoral
ion shall
ad for in
ble to be
ir in such
idrawable
38 in such

int to bo
all not be
premium
I shall be
rom time
e or times
time, pay
upon the
lares shall
ermancnt
itario.

1878.

Building Societies.

Cap. 49. 45

3iness in

han by trans-
re a written
ature of such

istification o
transmission

ctors having
gality of any

, 1879.]

e fortietli

enacted as

hands of

lires issued

any time

fixed and

icrefroni :

!posit shall

al of such

Society, and that tlie total liabilities of any such Society shall not at any
time exceed the amount of principal remaining unpaid on the mort-
gages at such time held by such Society ; and that, in cstiumting the
liabilitios of any such Society, the amount of cash actually
in the hands of such Society or deposited to its credit in any chartered
bank, whall bo deducted therefrom ; and that in estimating the
unimpaired, capitalized, fixed and permanent stock of any sucli Society,
the amount of all loans or advances made by it to its shareholders upon
the security of their stock shall be deducted therefrom."

And whereas, doubts may arise as to the meaning of t\\^ words
*' liabilities of such Society," where the same occur in the said section ;

And whereas, it is expedient to remove such doubts and to amend
the said Act :

Therefore Her Majesty, by and with the advice and consent of the
Senate and House of Commons of Canada, enacts as follows : —

1. In the said section the words " liabilities of such Society," or
"• U)ta\ liabilities of such Society," shall be taken to mean, and are
hereby declared to mean, only the liabilities of any such Society to the
public, and shall not be taken to include, and it is hereby declared that
the same do not include the liability of any such Society to its share-
holders in respect of its capital stock, or otherwise to its shareholders
as such.

2. Anv Permanent Kuilding Society carrying on business in the
Province of Ontario, under tlie laws of the Dominion, haviuijj a fixed
and permanent capital stock of not less than one } undred thousand
dollars, is hereby authorized to carry on business in the Province of
Manitoba, or in the North- West Territories, or in any Province that
may be formed out of the same ; and for such purpose is hereby
declared to be a body eoiporate with all the powers, privileges and
liabilities heretofore enjoyed by such Society in the Provmce of
Ontario only.

3« Any such Society may liold, absolutely, real estate for the pur-
poses of or in connection with its place or places of business, not
exceeding the annual value of ten thousand dollars ; bnt this section
shall not affect any action or suit now pending.

4* If the interest of any person or persons in any share or shares
in the capital stock, or in any bond, debenture or obligation of any
such Society, — such bond, debenture or obligation not being payable to
bearer, —hath become, or shall become transmitted in consequence of
the death, or bankruptcy or insolvency of any such holder, or in con-
sequence of the marriage of a female holder or by any other lawful
means other than a transfer upon the books of the Society, the Direc-
tors shall not be bound to allow any transfer pursuant to such trans-
mission to be entered upon the books of the Society, or to recognize
such transmission in any manner until a declaration in writing, shew-
ing the nature of such transmission, and signed and executed by the
person or persons claiming b'- irtue of such transmission, and also

40 Cap. 49.

Building Societiea,

42 Vic.

# ''^^

executed by tlie former shareholder, if living and having power to
execute the same, shall have been tiled with the Manager of the
Society, and approved by the Directors ; and if such declaration pur-
porting to be signed and executed shall also purport to be made or
acknowledj^ed in the presence of a Notary Public, or of a Judge of a
Court of llecord, or of a Mayor of any city, town or borough or
other place, or a British Consul or Vice-Consul, or other accredited
representative of the British Government in any foreign country, the
Directors may, in the absence of direct actual notice of a contrary
claim, give full credit to such declaration, and mdess the Directors are
not satisfied with the responsibility of the transferee, shall allow the
name of the party claiming by virtue of such transmission to bo entered
in the books of the Society.

f5. If such transmission luis taken place or shall hereafter take
place by virtue of any testamentary act or instrument, or in conse-
quence t)f an intestacy, the probate of the will, or letters of administra-
tion, or act of curatorship, or testament testamentary, or testament
dative expede, or other judicial or official document under which the
title, whether beneficial or as trustee, or the administration or control
of the personal estate of the deceased, shall purport to be granted by
any court or authority in the Dominion of Canada, or in Great Britain
or Ireland, or any other of Her Majesty's Dominions, or in any foreign
country, or an authenticated copy thereof, or oihcial extract therefrom,
shall, together with the said declaration, be produced and deposited
with the Manager; and such production and deposit shall be sufficient
justification and authority to the Directors for paying the amount or
value of any dividend, coupon, bond, debenture or obligation or share,
or transftn-ring, or consenting to the transfer of any bond, debenture or
obligation or share, in pursuance of and in conformity to such probate,
letters of administration or other such document as aforesaid.

6. Whenever the Directors shall entertain reasonable doubts as to
the legality of any claim to or upon such share or shares, bonds, deben-
tures, obligations, dividends, coupons, or the proceeds thereof, then
and in such case it shall be lawful for the Society to file in any one of
the superior courts of law, or in the Court of Chancery, in the Pro-
viu'-e of Ontario, a petition stating sucli doubts, and praying for an
order or judgment adjudicating and awarding the said shares, bonds,
debentures or obligations, dividends, coupons or proceeds to the party
or parties legally entitled to the same : and such court shall have
authority to restrain any action, suit or proceeding against the Society,
the Directors or (officers thereof, for the same subject matter, pending
the determination of the said petition ; and the Society and the Direc-
tor and officers thereof shall be fully })rotected and indemnified by
obedience to such order or judgment against all actions, suits, claim,
and demands in respect of the matters which shall have been in quer-
tion in such petition, and the proceedings thereupon : Provides,
always, that if the court adjudges that such doubts were reasonable
the costs, charges and expenses of the Society in and about such
petition and proceedings, shall form a lien upon such shares, bonds,
debentures or obligations, dividends, coupons or proceeds, and shall be

3, coupons or pi

1880. Pet^manent Building Societies and Loan Co. Cap. 43. 47

paid to the said Society before the Society shall be obliged to transfer
or assent to the transfer, or to pay such shares, bonds, debentures or
obligations, dividends, coupons or proceeds to the party or parties found
entitled thereto.

7. The word " Society" in this Act shall also include and mean
" Company."

nil

CHAP. XLIII.

An Act for the relief of Permanent Building Societies and

Loan Companies.

Section

Prcimble ; 37 V., c. 50.

1. Ccrtnin statements tr.ins-.nitted to Min-

ister of Finance to he deemed sufficient
under sec. 19 of 37 V., c. 50. as amend-
ed by 40 v.. sec. 49. Societies wiiich
trannmilied them indemnified.

2. As to actions for penalties commenced

after or before the passing of this Act.
Stay of proceedings in suits com-
menced.
f . KfTect on such actions of subsequent re-
ceipt i)y the Minister of a sufficient
statement. Excejition.

4. Statement not required in case society

has ceased to do busiitess or has never
done any. Proof of having done no
business

5. Section 19 of 37 V'., c. 50 as amended

by sec. 3 of 40 V., c. 49 repealed, and
a new section substituted. Annual
statement transmitted to (Minister of

Section.

Finance. What such statement must
contain. Particulars as to mortgages.
Cash value of investments and how cal-
culated. To be attested on oath and
by what officers. And to l)epublished
by the Minister of Finance. Penally
for non-transmission. Proceedings by
Minister of Finance under Order-in-
Council in certain cases of default to
transmit statement.

6. Certain statements made in conformity

with this Act or under the s^'ctions it re-
peals to be deemed sufficient.

7. Extension of time for makin;.' statement,

for want of sufficient time to examine it.
Proviso. As to statements due on 1st
March, 1880.

8. Application of provisions of sections 5

and 7 of this Act. Interpretation.

9. Compliance with this Act by officers to

be deemed compliance by co-.npany, &c.

[Assented to 7th May, ISSC]

WHEREAS, acting under the authority of the Act passed in the
thirty -seventh year of Her Majesty's reign, ciiapter nfty, er.tituled
" An Act to makejurther provision for the management of Permanent
Building Societies Candying on business in the Province of Ontario^''
the Minister of Finance has, from time to time, furnished to Biiilding,
Loan or Saving Societies or Companies in Ontario, cm their application,
printed forms purporting to be forms of statement in accordance with
the provisions of the said Act in tliat behalf ; and whereas, on account
of some difference in the language used in the said forms as compared
with the langiuige of the said Act, and by reason of affidavits not having
been made verifying such statements, doubts have arisen as to whether
returns made upon the said forms are a compliance with the said Act,
and it is desirable to remove euch doubts and to relieve societies whose
officers hare made tlielr returns upon the said forms from being har-
assed by suits for penalties under the said Act, and also to further
amend the said Act above cited : Therefore Her Majesty by and with
the advice and consent of the Senate and House of Commons} of Canada,
enacts as follows : —

■:i:

48 Cap. 43. Permanent Building Societies cmd Loan Co. 43 Yic.

1. Every statement transmitted to the Minister oi Finance, at
any time previous to tlie passing of tliis Act, by any Building, Loan or
Saving Society or Company incorporated under chapter fifty-three of
the Consolidated Statutes of Upper Canada, or any Act thereby consoli-
dated, or otherwise incorporated, which statement purports to have
been filled u]) according to the said printed forms, or othei'wise in sub-
stantial compliance with the provisions hereinafter mentioned, whether
the same has or has not been attested by oath or affirmation, shall be
deemed and taken to be, and to have been a sufficient statement, and in
compliance in all respects with the provisions of the nineteenth section of
the said Act, intituled ^'■An Actio make further provision for the man-
agement of Permanent Bxiilding Societies carrying on business in the
Province of Ontario^'' or of the said section as amended by the third
section of the Act passed in the fortieth year of Her Majesty's reign,
chapter foi'tj-nine, as the case may be, and to have been properly made,
filled up ai ■ attested according to the provisions of the said Acts,
whether siich statements were attested or not, or whether or not the said
statement or the affidavit verifying the same was transmitted in due time
to the said Finance Minister; and every society or company incorporated
as aforesaid, the officers of which shall have transmitted such statement,
shall be and is herel)y indemnified, exonerated, freed and discharged
of and from all pecuniary penalties and forfeitures whatsoever (if any)
which may have been incurred by such Company or Society by reason
of its having neglected to transmit any other or further, or differently
attested statement, or to perform the obligations imposed on it by the
said Acts or any of them in that behalf,

S. In case any action, suit or proceedings shall, after the passing
of this Act, be brought, carried on or prosecuted against any society or
company for or on account of any pecuniary penalty or forfeiture what-
ever incurred or to be incurred by any such neglect, as is intended to
be relieved against by this Act, such society or company may plead tbe
general issue, and upon their defence give this Act and the special
matter in evidence upon any trial to be had thereupon ; and in any
action or suit commenced before the passing of this Act or now pend-
ing against any society or company for or on account of any such
neglect, the court or judge thereof shall on the application of the de-
fendant, order all proceedings in such action or suit to be stayed on
payment of the costs thereof to the plaintiff therein, but in default of
such application the plaintiff may prosecute such action or suit to
judgment.

3* No action brought after the passing of this Act against any
society or coiripany incorporated as aforesaid for any past or future fail-
ure to comply with the provisions of the said Act, or of the said Act
as amended as aforesaid, as the case may be, shall be maintained, if such
action was or is commenced at any time subsequent to the receipt by
the Minister of Finance of the statement required by the said Act, or
of the statement, whether attested as aforesaid or not, declared valid
by this Act, unless such action is brought by the Crown, or by the
Minister of Justice suiniy on behalf of the Crown.

■-,v

int

COl

•'■

pri

•.'

soc

nes

poi

.■, i

afo

tol

1880. Permanent Building Societies and Lomt Co. Cap. 43. 49

4. The provisions of tlie said nineteenth section of the said Act,
intituled " An Act to 7nake further provision for the management of
Permanent Building Societies carrying on husine^s in the Province
of Ontario^'' sliall not, nor shall those of tlie said section as amended
as aforesaid, be lield to apply, or to have applied, to any society or
company wliich has ceased or shall have ceased, to carry on business
prior to the year for which the return is or was required, nor to any
society or company which, though incorporated, never carried on busi-
ness ; and upon its l)eing proved that any society or company incor-
porated as aforesaid did not lend any money, or receive any deposit,
or issue any debenture during the year for wliich it is alleged a return
in accordance with such section, or with such section as amended as
aforesaid, has not been made, such society or company shall be deemed
to have ceased to carry on business within the meaning of this section.

5. The nineteenth section of the said Act passed in tlie thirty-
seventh year of Her Majesty's reign, chaptered fifty, as amended by
the third section of the said Act, passed in the fortieth year of Her
Majesty's reign, chaptered forty-nine, and the said last mentioned sec-
tion, are hereby repealed, and the following substituted therefor :

" 19. Such Society shall, on or before the first day of March in
" each year, transmit to the Minister of Finance a full and clear state-
" ment of the Society's assets and liabilities on some day to be stated
" therein ; and such day shall not be more than twelve months prior
" to the said first day of March, or earlier than the end of the last
" preceding financial year of such Society ; and such statement shall
" contain, in addition to such other particulars as the Minister of
" Finance may require, the following :

" («.) The amount of stock subscribed ;

'* (J.) The amount paid in upon such stock ;

" (c;.) The amount borrowed for he purposes of investment and
" the securities given therefor ;

" (</.) The amount invested and secured by mortgage deeds ;

" ((?.) Amount of mortgages payable by instalments ;

" (y.) The number and aggregate amount of mortgagos upon
" which compulsory proceedings have been taken during the past year ;
" and also the value of mortgaged property held for sale, and the
" amount chargeable against it."

" (j7.) The present cash value of tJie society's investments on
" mortgages and other securities, and the rate or rates per cent, at
" which the future repayments are discounted in ascertaining such
" present cash value ; which rate or rates shall be at least equal to the
" rate or rates which such mortgages or other securities respectively
" bear, or were oi'iginally calculated to yield.

" 2. Such statement shall be attested by the oath (taken before some
"Justice of the Peace, or commissioner for taking affidavits in the
"superior courts) of two persons, one behig the president, vice-presid-
" ent, manager or secretary, and the other the manager, secretary or

50 Cap. 43. Permanent BtilAing Societies and Loan Co. 43 Yic.

" auditor of siich society, each of whom shall swear distinctly that he
" holds such office as aforesaid, that the statement has heen prepared by
" the proper officers of the company, that the deponent helieves that it
"has l)een prepared with due care, and that he behoves it to be tnie in
"every particular; and such statement shall be pubHshed by the
"Minister of Finance in such manner as he thinks most conducive to
" the public good ; and for any neglect to transmit such statement in
" due course of post, within live days after the day upon whicli tlie
" same sliould be transmitted, such society shall incur a penalty of fifty
" dollars per diem, but not exceeding in tlie wliole one thousand dollars.

"3. If such statement is not transmitted within a month after the
" said first day of March, or if it appears by the statement that such
" society is not in a condition to justify its continuance in business with
"the powers theretofore possessed by such society, the Minister of
" Finance may, under tlie authority of, or by order of the Governor-
" General in Council, by a notice in the Canada Gazette, declare the
" business of such society to have ceased, so far as regards borrowing
" money, and any other matters mentioned in the C)rder in Council
" and notice aforesaid."

6« Any statement heretofore made, or which may he hereafter made
by any society or company with reference to a financial year of such
society or company ending prior to the passing of this Act, shall be
deemed sufficient if such return is made, either in accordance with the
provisions of the said section nineteen hereinbefore repealed, or of the
said section as amended as aforesaid, as the case may be, or in accord-
ance with the provisions of this Act.

T« If any officer of a society or company shall, when called upon
to attest the statement required under this Act, find himself unable to
make the required affidavit of attestation on account of his having
doubts as to the correctness of the statement presented to him for
attestation, and further time is needed in order to penuit of an exami-
nation of the items making up such statement, then, upon application
of such officer, or of any one on his behalf, or on behalf of the society
or company, made at any time before the sixth day of March- of the
proper year, the Minister of Finance may enlarge the time for trans-
mitting such statement to a day not l.'iter than the first day of May of
such year, — and the day so fixed by the said Minister of Finance shall
thereupon become the day within five days of which the said statement,
attested as required by this Act, shall be transmitted by such society or
company to the Minister of Finance, nnder the like penalties, in caae of
omission to make the same within such time, as if such day had been
inserted in the nineteenth section of the said Act as amended by this
Act, in lieu of the first day of March : Provided that the said enlarge-
ment of time shall not prevent proceedings being taken under the nine-
teenth section of the said Act as amended hereby, if the Governor-Gen-
eral in Council shall so order.

2. It shall be sufficient, if the statement required to be furnished
on or before the first day of March, one thousand eight hundred and
eighty, is transi^itted to the Mininter of Finance on or before the first

1880. Permanent Building Societdea and Locm Co. Cap. 43. 51

day of May next following, with power to the said Minister of Finance,
under the like circumstances, to enlarge such time to a day not later
than the first day of June of such year. ,),< v ..-j* . Ji 'v, ,/ : 7. < A

S. The provisions contained in saction five of this Act, from the
figure 19 to tne end thereof, and in section seven of this Act, shall
apply to every Investment, Loan or Savings Society or Company incor-
porated by Act of Parliament of Canada, and to every institution or
corporation incorporated without the Dominion of Canada and lend-
ing and investing money in Canada, and to the officers in Canada of
every such society or company, institution or corporation, and to the
Minister of Finance with relation to every such society or company,
institution or corporation ; and for that purpose the word "society"
in the said sections shall mean also and include company, institution or
corporation, as the case may require.

9. The CO"" reliance by or on the part of any such society or com-
pany, institutio: r corporation and its officers with the said provisions,
shall be deemed and taken to be a compliance with the provisions of
any irction of any Act requiring such society or co:r)pany, institution
or corporation to transmit to the Minister of Finance any annual state-
ment or return of its afllaire or of its assets and liabilities.

-♦♦♦-

!■ AsV.ii

.. r .'■'.

;»'!. ^' . .^^.f.,-!('::.''i> ; .'-,' ;i.' --'is fH^■i

52 Cap. 50.

"A'

Building Societies, Que.
CHAP L.

40 Vic.

An Act to make further provision respecting the constituting
and management of Building Societies in the Province
of Quebec.

Sevtlon.

Preamble.

1. Societies may be incorporated by letters

patent.

2. Notice to be given and what it must show.

3. Petition for letters patent and what it

shall contain.

4. Preliminary conditions to be established.
Proof. 37 v., c. 37.

What to be recited.

Notice of granting letters patent.

Dividends. Not to impair capital. Rate

limited.
Increase of capital stock

5-
6.

8.
9-

Powers of Directors Affixing seal, etc
Calls. Payments and .advances. Con
tracts. Administering property. Fur
(her powers. By-laws. Proviso
Conversion of shares may be suspended
Proviso.

10. .Society may lend money. Proviso. May

purchase hypothecs and make invest
ments. Sinking fund. Sales with
right of redemption.

11. Society may hold real property for its

own use ; and may acquire such when
hypothecated to it. Proviso, for sale
in such cases.

12. Society may receive deposits and issue

debentures. May pay interest on de-
posits. Form of del)entures. From
whom deposits may be received. Pro-
viso. Officers to give security.

13. Provisions as to borrowing money l)y the

Society. 20 per cent, paid up. Amount
on debentures limited. Amount on
deposit. If they borrow in both ways.

ScotioiL

Calculation of liabilities. Borrowing
to be on permanent stock only.
14. Liability of shareholders limited. ■
15 'Society not bound to see to trusts.

16. Provisions for amalgamation of two so-
cieties.

17. Joint agreement between Directors of
societies proposing to amalgamate or
consolidate their stock, etc.

18. To be submitted to stockholders of each
society for consideration. \'otes on it
by ballot. Agreement, if adopted, to
be filled with Secretary of State. Pro-
viso, as to proof.

19. Upon completion of consolidation the
new corporation to possess rights,
powers, etc., of each of united societies.

20. All property and rights vested in new
corporation without further act or deed.
Proviso.

.11. Auditors and Directors, their appoint-
ment, remuneration, etc.

22. Annual statement of assets and liabilities
to be transmitted to Minister of Fi-
nance. What to contain. Statement
to be attested on oath, and may be
jiuhlished. Penalty for non-transmis-
sion. Proceedings by M'nister of F"i-
nance, in case of insolvency, or sus-
pected insolvency of a society.

23. Sub-section of s. I, C. S. L. C, c. 69,
repealed.

24. How this Act shall be interpreted. As
to existing societies. Proviso, as to
borrowing powers. And after 1st July,
1878,

[Assented to 28t/i April, 1877.]

WHEREAS it is expedient to make further provisions respecting
the constituting and management of Building Societies in the
Province of Quebec : Therefore Her Majesty, by and with the advice
and consent of the Senate and House of Commons of Canada, enacts
as follows : —

1. The Governor in Council may, by letters patent under the
Great Seal, grant a charter to any number of persons not less than
thirty, who shall present a petition to that effect, constituting such
persons and otiiers who may become shareholders in the Society by the
said letters patent created, a body corporate and politic, the object of
which shall be to provide for its members means of investing their
savings, to assist them in ac(]uiring immovable property, or in freeing
and improving that which they already possess ; and to oifer to bor-
rowers on the security of immovable property, and of public and other

1877.

Building Societies, Que.

Cap. 50. 68

securities, easy terms of loan and repayment ; and no Building Society
shall be established in the said Province without such letters patent.

3. The ap])licant8 for such letters pat< must give at least one
month's previous notice in the Canada Ga.. cte of their intention to
apply for such charter, stating therein, —

1. The proposed corporate name of the Society ;

2. The place or places in the Province of Quebec where its opera-
tions are to be carried on, with special mention if 3 be two or
more such places, of some one of tliem as its chief place of business ;

3. The intended amount of its capital stock, which shall in no case
be less than two hundred and fifty thousand dollars ;

4. The number of shares and amount of each share ;

5. The names in full and the address and calling of each of the
applicants, with special mention of the narnep of not less than five nor
more than nine of their number, who are to be the first Directors of
the Society.

3* At any time, not more than one month after the last publica-
tion of such notice, the applicants may petition the Governor-General,
through the Secretary of State of Canada, for the issue of such letters
patent :

Such petition must recite the facts set forth in the notice, and
must further state the amount of stock subscribed for and the names
of the subscribers, and also the amount paid in upon the stock of each
subscriber :

The aggregate of the stock so taken must be at least the one-half
of the total amount of stock of the Society, and such capital stock
shall amount to at least two hundred and fifty thousand dollars :

The aggregate so paid in thereon must be at least twenty per
cent, for permanent shares and five per cent, for temporary shares :

Such aggregate must have been paid in to the credit of the Society
or of trustees therefor, and must be standing at such credit, in some
chartered bank or banks in the said Province :

The petition may ask for the embodying in the letters patent, of
any provision which otherwise under this Act might be emoodied in
any by-law of the Company when incorporated.

4. 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 order of the Go vernor-in- Council to
report thereon, the sufficiency of their notice and petition, 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 unincorpor-
ated Society ; and to that end, the Secretary of State, or such other
officer, may take and keep of record any requisite evidence in writing,
by solemn declai-ation under the Act thirty-seventh Victoria, (1874,)
chapter thirty-poven, intituled "^«. Act for the Siippression of Volun-
tary and' lixti'L Judicial Oaths,^^ or by oath or aftirniation, and may
receive and achninister every requisite solemn declaration, oath or
affirmatiou.

'•*^

S4 Cap. 50.

Building Societies, Que.

40 Vi

ic.

|ii

S* The letters patent shall recite all the material^averments of the
notice and petition.

6. Notice of the granting of the letters patent shall be forthwith
given by the Secretary of State, in the Canada Qazette, in the form
of Schedule A appended to this Act ; and thereupon, from the date of
the letters patent, the persons therein named and their successors shall
be a body corporate and politic by the D.'xie mentioned therein.

T« It shall be the duty of the Directoi-s to declare and pay half-
yearly dividends to the permanent shareholders, of such part of the
profits of the Society as tney shall deem expedient ; but no dividend
or bonus shall be declared or paid out of the capital stock of the Society,
nor shall any dividend exceeding eight per cent, per annum be paid
until the Society has a reserve fund equal to at least twenty per cent,
on the paid-up permanent capital stock, — all bad and doubttul debts
having previous to the calculation of such reserve fund, been first
deducted.

8. The capital stock of the Society may be increased from time
to time by resolution of the Directors, who may impose such restric-
tions and conditions respecting the subscription of such new perma-
nent or temporary shares as they may deem expedient — such resolu-
tion, however, to be approved by the shareholders at a general meet-
ing called for the purpose, and to remain inoperative until so approved.

O. The Directors of the Society shall exercise all the powers,
privileges and authority which are vested in them by this Act and any
other Act regulating such Society, subject to the rules or by-laws of
such Society, and tliey shall be subject to and be governed by such
rules, regulations and provisions as are herein contained with respect
thereto and by the by-laws of such Society ; and the Directors may
lawfully exercise all tlie powers of such Society, except as to such
matters as are directed by law to be transacted at a general meeting
of such Society. The Directors may use and affix, or may cause to be
used and affixed, the seal of such Society to any document or paper
which in their judgment may require the same ; they mav make and
enforce the calls upon the shares of the respective shareholders ; they
may declare the forfeiture of all shares on which such calls are not
paid ; they may make any payments and advances of money they may
deem expedient which are or shall at any time be authorized to be
made by or on behalf of such Society, and enter into all contracts for
the execution of the purposes of such Society, and for all other matters
necessary for the transaction of its affairs ; they may generally deal
with, treat, sell and dispose of the lands, property and effects of such
Society, for the time being, ,in such manner as they shall deem most
advantageous, expedient and conducive to the benefit of such Society ;
they may do and authorize, assent to or adopt, all acts required for the
due exercise of ^ny further powers and authorities which may here-
after be, at any time, granted to such Society by the Parliament of
Canada.

2. The Directors of any such Society may, from time to time,
alter, amend, repeal or create any regulation, rule or by-law for the
working of any such Society, and for the investment or application of

40 Vic.
jntB of the

forthwith

the form

he date of

jssors shall

3in.

pay half-
jar t of the
dividend
be Society,
im be paid
f per cent.
>tiul debts
been first

from time
ich restric-
ew perraa-
ueh resolu-
leral meet-
approved,
he powers,
ct and any
by-laws of
ed by such
ith respect
ectors may
as to sucli
meeting
cause to be
or paper

make and
lers ; they
Is are not

they may
rized to bo
n tracts for
ler matters
erally deal
its of such
Lieem most
h Society ;
red for the

may here-
liament of

1877.

Building Societies^ Que.

Cap. 50. 55

its funds : Provided that such action of the Directors shall not have
binding force until coutirmed at any general meeting of the shareholders
of such Society, upon a vote of two-thirds of the capital stock repre-
sented at such meeting ; notice being given of the proposed changes
in the notice calling such a meeting,

3. The Directors may also, by by-law, when they deem it expe-
dient to do so, either suspend for a limited time or until further notice,
the right of converting accumulated temporary shares into pern anent
shares, or may permit such conversion, or make it compulsory upon all
the shareholders, on such conditions as they may determine : Provided
always, that such by-law shall not have force and effect until it has
been confirmed in the manner hereinbefore provided.

10. Any such Society may lend money to any person or persons
or body corporate, without requiring any of such borrowers to become
subscribere to the stock or members of the said Society : Provided
always, that all borrowers from any such Society shall be subject to all
the rules of such Society in force at the time of their becoming bor-
rowers, but not to any other rules.

2. The Society may purchase hypothecs on immovable property,
debentures of municipal corporations, school sections and school cor-
porations, Dominion or Provincial stock or securities, and thev may re-
sell any such securities as to them shall seem advisable, and for that pur-
pose they may execute such assignments or other instruments as may be
necessary for carrying the same into effect ; they may also make advan-
ces to any person or persons or body corporate upon any of the above-
mentioned securities, at such rates of discount or interest as may be
agreed upon.

3. The principal money so advanced on hypothecs may be repaid
by means of a sinking fund of not less than two per centum per annum,
within such time as the Society shall direct and appoint, and as shall be
specified in the deed of hypothec or of transfer of hypothec to be
made of such immovable property.

4. The Society may also make loans to its members and others on
the security of immovable property sold to the Society, with right of
redemption on such conditions as may be agreed upon.

11. The Society may hold such immovable property as maj' be
necessary for the transaction of their business, not exceeding in yearly
value the sum of ten thousand dollars in all, or as, being hypothecated
to them, may be acquired by them for the protection of their invest-
ments, and may, from to time, sell, hypothecate, lease or otherwise
dispose of the same : Provided always, that it shall be incumbent upon
the Society to sell any immovable property acquired in satisfaction of
any debt within seven years after it shall have fallen to them.

13. It shall be lawful for any such Society to receive money on
deposit, and also for the Board of Directors of any such Society to
issue debentures of such Society for such sums not being less than one
hundred dollars, and in such currency as they may deem advisable, and
payable in the Dominion of Canada, or elsewhere, not less than one

56 Cap. 50.

Buildiny SoeiettM, Que.

Vic. 40.

year from tlie issue thereof, or to assif;!!, transfer or deposit, by way of
pledge or otherM'ise, for tlie snins so borrowed, any of the Becurities or
property of the Society, and cither with or witliont power f sale or
other special provisions, as the Directors shall deem expedien , and the
Society may receive money on depcjsit, for such periods and at such
rate or interest as may be agreed uj)on, and money so received on de-
posit shall, for the purposes of this Act, be deemed to be money bor-
rowed by the Society .

2. The debentures of such Society may be in the form of Sched-
ule B to this Act, or to the like effect.

3. And it shall be lawful for the Society to receive deposits from
any person or persons whomsoever, whatever be his, her or their status
or condition of life, and whether such person or persons be qualilied by
law to enter into ordinary contracts or not ; and to ]>ay any part of or
all the principal thereof, and the whole or any part of the interest
thereon, to such person or persons respectively, without the authority,
aid, assistance or intervention of any person or persons, official or
officials being required, any law, usage or custom to the contrary not-
withstanding : Provided always, that if the person making any deposit
in the Society be not, by the existing laws of the Province of Quebec,
authorized to do so, then the total amount of deposits made by such
person shall not exceed the sum of two thousand dollars.

4. Every officer or other person appointed to any office under the
Society, in any wise concerning the receipt of money, shall furnish
security to the satisfaction of the Directors for the just and faithful
execution of the duties of his office according to the rules of the
Society ; and any person entrusted with the performance of any other
service, may be required by the Directors to furnish similar security.

13> Provided always, —

1. That the Society shall not borrow money unless at least one
hundred thousand dollars of its subscribed capital stock has been paid
up.

2. That the Society shall not borrow money unless at least twenty
per cent, of its subscribed capital stock has been paid up.

3. That if the Society l)orrow money solely on debentures or other
securities, the aggregate amount of the sums so borrowed shall not at
any time exceed four times the amount of its paid up and unimpaired
capital, or the nominal amount of its subscribed capital, at the option
of the Society ;

4. That if the Society borrow by way of de])08it, the aggregate
amount of the sums so borrowed shall not at any time exceed the aggre-
gate nount of its paid up capital and of its cash actually in hand, or
deposited by the Society in any chartered bank or banks in Canada;

5. That if the Society boiTow money both by way of debentures or
other securities, or by guarantee, as aforesaid, and also by way of deposit,
then the aggi'egate amount of money deposits in the hands of the
Society, together with the amount of debentures and other securities
issued by it, as aforesaid, shall not at any time exceed the amount of the

1877.

Building Societies, Que.

Cap. 60. 67

principal moiievs remaining; unpaid on securities then liold by the
Sooietv, nor Hhall it exceed the tlien actiudly mid up and unimpaired
capital of the Society by more than one-third of sucn caj)ital ; but the
amount of Cfwli then uctually in the liandH of the Society, or deposited
by them in any chartered l)ank, or botli, sliall be (h'ducted from the
ag^i^gate amount of the liabih'ties which the Society has then incurred,
as above mentioned, in calcuhiting sucli aggri'gjite amou .t for tlie pur-
poses of this sub-section ;

6. That no Building Society shall liave power to receive money on
deposit, or issue debcHtures, imless upon the responsibility of its per-
manent capital stock, and that no acuninlating shares, or shares liable to
be withdrawn therefrom, shall authorize any such Society to receive
deposits or issue debentures to any amount whatever.

14. No shareholder of any such Society shall be liable for or
charged with the payment of any debt or demaiul due by such Society,
or held to the payment thereof, beyond the Eum not paid up on his
shares in the capital of such Society.

15. Such Society shall not bo bound to see to the execution of any
trust, whether expressed, implied or constructive, to which any share or
shares of its stock, or to which any deposit or any other moneys payable
or in the hands of any such Society may be subject ; and tlie receipt of
the party or parties in whose name any such sluu'e or shares or moneys
stand in the books of the Society, shall, from time to time, be sufficient
discharge to the Society for any ]iayTnent made in respect of such share
or shares or moneys, notwithstanding any tnjst to which the same may
be subject, and whether or not such Society has had notice of such trust ;
and tlie Society shall not be bound to see to the application of the
money paid upon such receipt.

16. It shall be lawful for the Society to unite, amalgamate and
consolidate its stock, property, business and franchises with those of
any other society incoi-porated or cliartered to transact a like business,
and any other business in connection with such liusiness, or any build-
ing, savings or loan company or society heretofore or hereafter incor-
porated or chartered, or to purchase and acquire the assets of any such
company or society, and to enter into all contracts and agreements
therewith necessary to such union, amalgamation, consolidation, pur-
chase or aquisition.

IT. The D'**ectors oi the Society, and of any other such company
or society, may enter into a joint agreeement under the corporate seals
of each of the said corporations for the union, amalgamation or consol-
idation of the said corporations, or for the purchase and aquisition, by
the Society, of the assets of any other such company or society, prescrib-
ing the terms and conditions thereof, the mode of carrying tne same
into effect, the name of the new corporation, the number of the
directors and other officers thereof, and who shall be the first directors
and officers thereof, the manner of converting the capital stock of each
of the said corporations into that of the new corporation, with suoli
other details as they shall deem necessary to perfect such new organi-

58 Cap. 50.

Bmldvny Sooietien, Que,

40 Tic.

zation, and tlie union, amalguniation and conHolidation of the said cor-
porations, and tlio after mansigement and wori^mg tlmreof, — or tho
terms aiui mode of payment for the ansets of any other «uch company
or society purchaaed or acquired by tiie Socit^ty.

\H» Such agreement shall be submitted to the shareliolders of each
of tiie said coroorations at a meeting thereof to be held separately for
the purj)ose of taking the same into consideration. Notice of the time
and place of such meetings, and the ol)jeets thereof, shall l)e given by
written or printed notices addressed to each shareholder of the said cor-
porations respectively, at his last known post office address or place of
residence, and also by a general notice to be published in a newspaper
published at the chief place of business of such corjiorations, once a week,
for six successive weeks. At such meetings of shareholders such agree-
ment shall be considered, and a vote by biulot taken for the adoption or
rejection of the same, each share entitling the holder thereof to one vote,
and the said ballots being cast in person or by proxy ; and if two-thirds
of the votes of all the shareholders of such corporations shall be for the
adoption of such agreement, then that fact shall be certified upon the
said agreement, by the secretary of each of such corporations, under the
corporate seals thereof ; and if the said agreement shall be so adopted
at tne respective meetings of the shareholders of each of the said corpo-
rations, the agreement so adopted and the said certificates thereon shall
be filed in the office of the Secretary of State of Canada, and the said
agreement shall thenceforth be taken and deemed to be the agreement
and act of union, amalgamation and consolidation of the said corporar
tions, or the agreement and deed of purchase and acquisition by the
Society, of the assets of such company so selling, as the case may be,
and a copy of such agi'cement so filed, and of the certificates thereon
properly certified, shall be evidence of the existence of such new corpo-
ration : Provided, nevertheless, that due proof of the foregoing facts
shall be laid before the Governor in Council, and, if deemed expedient
by the Governor in Council, letters patent shall be issued, and notice
thereof duly published by the Secretary of State in the Canada Gazette,
after which the new corporation may transact business.

19. Upon the making and perfecting of the said agreement and
act of consolidation, as provided m the next preceding section, the sev-
eral societies, parties thereto, shall be deemed and taken to be consoli-
dated and to form one corporation by the name in the said agreement
provided, with a common seal, and shall possess all the rights, privileges
and franchises of each of such coi-porations.

J80. Upon the consummation of such act of consolidation as afore-
said, all and singular, the business, property, movable and immovable,
and all rights and incidents appurtenant thereto, all stock, hypothecs or
other securities, subscriptions and other debts, due on whatever accoimt,
and other things in action belonging to such coi'porations or either of
them, shall be taken or deemed to l)e transferred to and vested in such
new corporation without further act or deed : Provided however, that
all rights of creditors and liens upon the property of either of such cor-
porations shall be unimpaired by such consoudation, and all debts, lia-

1877.

Bidldiruj SooMties, Que.

Cap. 60. 60

bilitioH uikI dutiert of either of the said corporations shall thenceforth
attach to the now con)oration and be enforced iipainst it to the same
extent as if the said debt>«, liabilities and dntics had been incurred or
been contra<!ted by it ; and provided also, that no jiction or proceeding,
legal or e<uiitable, by or against the said corporations so consolidated, or
eimer of tliem shall abate or l)e affected by such consolidation, but for
all the jjurposes of such action or proceeding such corporation may bo
deeniea still to exist ; or the now (jorporation may be substituted in such
action or proceeding in the place thereof. -.i .' • . • > ; tc n.

2l> The choice and removal of the Auditors of the Society, tlio
dctennination iw to the remuneration of the Director and o fthe Audi-
tors, shall be exercised at general meetings of the Society, and the audi-
tors shall not necessarily be shareholders : Provided that in case of the
death or failure to act of any such Auditor, the Directors may appoint
an auditor in his place; and at all meetings of shareholders oi the
Society the shareholders shall have one vote for each share held by them
respectively. • ,i ... , , ,

22« Such Society shall, on or before the -fifteenth day of Febniary
in each year, transmit to the Minister of Finance a full and clear state-
ment of their assets and liabilities on the day of the date thereof, and
such statement shall contain, in addition to such other particulars as the
Minister of Finance may require — ,, , . .,, ,

Ist, The amount of stock subscribed ; ■ • • i ,' i

2nd. The amount paid in upon such stock; . ^ . i t '■. • nl

3rd. The amount borrowed for the purposes of investments and the
securities given therefor ;

4th. The amount invested and secured by hyi)othec8 ;

5th. The value of immovable property under hypothec; ',.■. .i.)

6th. The amount of hypothecs overdue and in default; n!'" • ■

7th. The amount of hypothecs payable by instalments ; ' ' *

8th. The amount held as deposits : ' '' ,.'';'

And such statement shall be attested by the oath, before some Jus-
tice of the Peace, of two persons^ one being the President, Vice-Presi-
dent, Manager or Secretary, and the other the Manager or Auditor of
such Society, each of whom shall swear distinctly that he has such qual-
ity or office as aforesaid, that he has had the means of verifying, and
has verified the statement aforesaid, and found it to be exact and true
in every particular; that the property under mortgage has been set
down at its true value, to the best of his knowledge and belief, and that
the amount of the shares, deposits, and debentures issued and outstand-
ing, as he verily believes, is correct ; and such statement shall be pub-
lished by the Minister of Finance, in such manner as he shall think most
conducive to the public good : and for any neglect to transmit such
statement in due course of post within five days after the day to which
it is to be made up, such Society shall incur a penalty of one hundred
dollars per diem y and if the same be not transmitted within one month
after the said day, or if it shall appear by the statement that such
Society is insolvent, the Minister of Finance may, by a notice in the

III Mi
••III", I

60 Cap. 60.

Building /Societies, Qtie.

40 Vic.

Ccmada Gazette, declare the business of eucli Society to have ceased :
and if the Minister of Finance shall, in any case, suspect any sucli state-
ment £0 be wilfully false, he may depute some competent pereon to
examine tl;e books and enquire into the affairs of such Society, and to
report to him on oath ; and if by such report it shall appear that such
statement was wilfully false, or that such Society is insolvent, or if the
person so deputed shall report on oath that he has been refused such
access to the books, or sucn infonnation as would enable him to make a
sufficient report, the Minister of Finance may, by notice in the Canada
Gazette, declare the business of such Sof;iety to have ceased ; but in any
of the cases in which discretionary power is given to the Minister of
Finance to declare the business of such Society to have ceased, he may
before so doing; give notice to such Society, and afford the same an
opportunity of making any explanation it may be advisable to make;
and all expense attencJing such periodical statements, and the publication
thereof, shall be borne by such Society.

23. Subsection one of the first section of chapter sixty nine of the
Consolidated Statutes for Lower Canada, intituled " An Act respecting
Building Societies," is hereby repealed, together with all other pro-
visions of the said Act which are mcompatible with this Act.

24* This Act shall apply as well to societies now existing as to
societies hereafter incorporated in the manner hereinbefore provided ;
but it shall not be so construed as to prevent existing societies not hav-
ing the capital required by this Act to continue their business and opera-
tions : Provided however, that any such Society that has not already
borrowed money either on deposit or debentures, or both, or otherwise,
shall not be allowed to do so until its permanent capital is raised to the
amount required by this Act, and in accordance with the provisions
thereof, and that any such Society that has borrowed money already shall
not from and after the passing of this Act, issue any more debentures, and
shall not, from and after the first day of July, one thousand eight
hundred and seventy-eight, if it is a Society existing in a city or in an
incorporated town, and from and after the first day of July, one thou-
sand eight hundred and seventy-nine if it is a Society existing elsewhere
than in a city or incorporated town, borrow or receive money on deposit
or otherwise, unless its permanent capital be raised to the amount re-
quired by this Act, and according to the provisions thereof.

SCHEDULE A.

Public notice is hereby given that under the Act of the Parliament
of Canada Victoria, chapter , (1877,) respecting JJuilding

Societies, letters patent have been issued under the Great Seal of the
Dominion of Canada, bearing date the day of incor-

porating {h^re state names, address and calling of each corporator
named in t/te letters patent) as a Building Society, by the name of

1877.

Building Societies, Que.

Cap. 50. 61

{Ji£re state the name of the Society^ as in the letters patent), with a total
capital stock of dollars, {state here whether the stock is perina-

nent or temporary, or how mttch thereof is permanent and how much
temporary, as the case may he), divided into shares of

dollars each.

Dated at the office of the Secretary of State of Canada, this
day of

A.B.

Secretary.

SCHEDULE

SCHEDULE B.

Society.
Debenture No. Transferable $

Under the authority of an Act of the Parliament of Canada
Victoria, Chapter

The President and Directors of the Society

pi'omise to pay to or bearer the sum of

dollars, on the day of ,

in the year of Our Lord One thousand eight hundred and
at the Treasurer's office here, with interest at the rate of per

cent, per annum, to be paid half-yearly on presentation of the proper
coupon for the same as hereunto annexed, say on the
day of , and the day of

in each year at the office of the Treasurer here (or their agents in

•)

Dated at , the day of , 18 .

For the President and Directors of the Society.

CD. A.B.

Secretary.

COUPON.

No. 1. $

^'^-^ If -yearly dividend due of 18

Debenture No. issued by this Society on the

day of , 18 for $ at

annum, payable at the office of the Treasurer, at
Society's agents .)

For the President and Directora.
. CD.

■ Secretary, r i ; ' . ,

68 Cap. 48.

Building Sooietiea, Que.
CAP. XLVIII.

42 Vic.

An Act to provide for the Liquidation of the affairs of
Building Societies in the Province of Quebec.

Sectloo.

Section.

Preamble.

1. Liquidation may be resolved upon at any

general meeting after notice. Its effect,

2. Liquidators may then be appointed.

3. President. Quorum. Decision of ques

tious.

4. Powers and duties of liquidators. PrO'

viso. Realization assets, disposing of
claims, &.C.

5. Division of amounts realized from sale

of assets. How made and who l^ par-
ticipate in, &c.

6. Members may be paid by transfer of

claims. Effect of transfer.

7. As to payment of principal money due to

the Society under obligations.

8. Provision when appropriations to r em-

bers are payable by terms without in-
terest. Proviso. As to amount paid
as premiums for appropriation.

' 1

9. Liquidators to obey orders from meet-
ings. And pay over on dismissal.

10. .Shareholders may authorize divisions in

kind of the property of the Society.

11. Responsibility, remuneration and tenure

of liquidator. Removal and filling va-
cancies.

12. Interim and final reports of liquidators

io meetings of shareholders, and disso-
lution of Society at final meeting.
Proviso, as to unknown creditors. Act
of Quebec 35 V., c. 5, cited.

13. Cessation of fines.

14. Addresses of shareholders to be left at

office.

15. Power to any fifteenth shareholders to

call a special meeting for the purposes
of this Act.
16 Limitation of application of Act,

[Assented to 15th May. 1879.]

WHEREAS a large number of persons of limited means have
invested their earnings in Building Societies in the Province of
Quebec, and on account of a long period of depression such persons
are exposed to lose their earnings for want of means to continue the
payment of their contributions, and it is expedient to come to
their relief by providing a speedy and inexpensive mode of liquidating
the affairs of snch societies in the said Province. Therefore Her
Majesty, by and with the advice and consent of the Senate and House
of Commons of Canada, enacts as follows : —

1. Any Building Society in the Province of Quebec may, at any
annual general meeting, or at any special general meeting, by a
majority or two-thirds of the votes of the members present in person
or by proxy at such meeting, — each member being entitled to one vote
for every siiare then held by him, — adopt a resolution for the liquida
tion of the society's affairs ; provided that public notice of such
meeting, and of the proposal to liquidate to be made thereat, shall have
been given at least fifteen days previously in a French newspaper and
in an English newspaper in the locality ; and provided also that a
special notice, containing tl same information as the public notice,
shall have been sent by post to each member of the society at least
fifteen days before such meet.ng ; and from and after the adoption of
such resolution the society shall be deemed to be in liquidation.

2. Theshar eholdcrs may, at the same meeting, by a majority of the
votes given, appoint three or five Liquidatorai who shall talce the place

1879.

Building Societies, Que.

Cap. 48

of the directors then in office, and shall be charged with the duty of
liquidating the affairs of the society ; and any director then in office
may be appointed a liquidator.

3« The liquidators shall elect one of their number to be their Presi-
dent; and the majority of the liquidators shall form a quonim of the Board
of Liquidators ; and every question shall be decided l)y the majority of
the votes of the liquidators present at the meeting of tne board at which
it is put to the vote ; and the President shall have a casting vote.

4. The liquidators shall have all the powers conferred, and be subject
to all the obligations towards the shareholders imposed, by law and by
the by-laws of the Society, upon the directors. Nevertheless the Society,
•shall not transact any business except such as may be requisite for the
purpose of accomplishing the liquidation ; and tlie liquidators shall pro-
ceed with diligence to realize all the assets of the Society without any
unnecessary sacrifice ; and to that end they may dispose, either by private
sale or by auction, of the movable and immovable property of the
Society, inehiding the debts due to it, and they may ':;oinpound and com-
jiroraise with the Society's debtors, and do svhateve. diey may deem to be
advisable in order to the liquidation of the 'affairs of the Society on the
most advantageous terms.

5. After paying the Society's debts, the liquidators shall divide from
time to time, and at such times as they shall decide themselvs, by way
of dividend, what they have realized from the assets. This division
shall be made proportionally to the amount paid in by each shareholder ;
l»ut no shareholder in arrear on the pajanent of his calls shall be entitled
to participate in the division so long as the other shareholders shall not
have been reimbursed in full for the payn-ent to those calls which he
shall have neglected to pay ; and every shareholder so in ai-rear shall be
charged with interest at tlie rate of six per cent, per annum on the
araoimt of his calls due and unpaid, and such interest shall diminish in
])roportion to the amount which shall be reimbursed to the other share-
holders in respect of the same calls. ,

6* In case it should be resolved to pay some of the membei's by means
of transfers, of claims or moneys due to the Society, it shall
be lawful for the liquidators to divide the debts due to the Society into
several parts, and to transfer a part or parts to different members ; and
the debtors of whose deb^s such tranfers may be made shall suffer such
division and pay to the creditors so delegated; — provided, however,
that no del)t sliall be divided into more then four parts, and that the
debtor shall not not be bound to pay elsewhere than at his domicile, if
he has any. where the debt was contracted ; and if he has no domicile,
then he sliall be bound to pay at the domicile or elect domicile of the
creditors in the place where the debt was contracted.

•y. The principal money due under every obligation executed bv any
shareholder m favour of the Society, the day of payment of which is
undefined, or which is appointed to be paid on the extinction of any
class, shall continue to become payable according to the terms of the
obligation itself, and of the by-laws of the Society ; but moreover, the

64 Cap. 48.

Building Societies, Que.

42 Vic.

liquidators may, from time to time, exact on account of the principal
moneys of such obligations the payment of such amounts as may be
necessary for tlie purpose of placing the shareholders on a footing of
ecpiality witli respect to the tinal result of the liquidation ; but such
amounts shall not become payable imtil after a month's notice to the
debtors.

8. In any society or societies where the appropriations obtained by
members are repayable to the Society in payments extending over a term
of years without interest, then the members having obtained any such
appropriation or appropriations, and being bound by obligation or other-
wise so to repay ttie same, shall pay to the said liquidators in addition to
the principal sum or sums so received by them, and each of them
a sum of money which shall be equivalent to interest at the rate of
seven per centum per annum, for the time for which they and each
of them sliall have had the use of the said principal sum or sums, or
any portion thereof ; — the said amount so to be payable for interest to
be computed from the time each of such members received the princi-
pal sum of each appropriation up to the time that he shall have repaid
it in full, and in such manner that he shall pay interest for the length
of time he shall have had the said sum or sums and each or any portion
thereof, on the said sum or sums or on the portion or portions thereof
lie shall have had and not repaid as the ease may be. The total amount
of the said interest having been so ascertained the said liquidators shall
credit, on account thereof, the said debtor with the amount of weekly
subscriptions ])aid in by him upon the subscription book on which he
has obtained any such appropriation, up to the date of the liquidation
of such society, and shall apportion the balance into payments to be
made at such times as they may fix during and beyond the term grant-
ed for the repayment of tlie principal sum of the said appropriation :
provided always, that the said debtor shall not be obliged to pay in any
one year, as such interest, any larger sum than the amount which, had
the society continued in operation, he would have been bound to pay in
such year as subscriptions on the subscription book, on which he obtain-
ed such appropriation ;

Ko amount paid by any member as premium or bomjs for the ob-
taining of any appropriation shall be credited on account of or imputed
in deduction of the said amount to be paid by him as interest, under
the foregoing provisions.

9. The liquidator or liquidators shall give such security and shall
receive such remuneration as may be deteniiined upon at a meeting of
the shareholders, and shall be at all times bound to o))ey orders given
to them by resolutions adopted at a regular meeting of the members,
and may be dismissed at any such meeting ; and on their dismissal they
they shall hand over all the assets of the society, as well as all its books
and papers, to their successors, or to any person appointed by such
meeting, under penalty of fifty dollars for every day of retention of any
such assets, book or i)apers, — which penalty may be recovered by any
"member of the society by civil action as a debt, and shall be enforce-
able by imprisonment until paid.

ini

1879.

Building Societies, Que.

Cap. 48.

10. The shareholders in general meeting assembled may authorize
the division in kind of the ^vllole or a part of the property of the
society, and also the payment in kind of the proportional amount
accrumg to any shareholder in respect of his shares ; they may also
authorize the sale in one lot of all the assets of the society, on such
terms as they may sec fit ; they may also authorize the liquidators to
purchase for the benefit of the society the rights of any shareholder,
and to pay for the same either in money or in kind, — that is to say,
with the property of the society.

11. The liquidaiors shall not be subject to any greater responsi-
bility than the Directors of the Society are subject to by law and by
the by-laws of the Society. Their remuneration shall be fixed by the
shareholders in general meeting assembled, and they shall be bound to
give such security as the shareholders may require. They shall be
subject to instructions from the shareholders, in so far as the same may
be compatible with the laws and with the by-laws of the society. They
may be removed from office by the shareholders at any meeting, and
replaced by others ; and in the case of any vacancy arising among them,
either by death, refusal to act, incapacity, removal from office or other-
wise, such vacancy shall be filled by the shai'cholders at any general
meeting ; and until any such vacancy has been filled the liquidators
remaining in office shall continue to exercise the same povver& ; but it
shall be their duty to call, with all convenient speed, a meeting of the
shareholders for the purpose of filling the vacancy.

13« The liquidators shall make a report of the state of the society's
affairs to the shareholders at each annual general meeting, and at such
other meetings as the shareholders may determine upon for that pur-
pose ; and on the occasion of the nnal liquidation, the liquidators
shall make a report to a final meeting of the shareholders, called for
that purpose, whicli report shall bo subject to the approval of the
meeting; and such meeting shaP then have power to dissolve the
society and to surrender its cha.te., which shall thereupon expire and
become null and void : and at such final meeting the shareholders may
make such orders as they think fit with respect to the custody of the
books, papers and records of the Society ; provided always that if there
remain debts to be paid to unknown creditors, or to creditors to whom
payment cannot be made, tlie liquidators shall deposit the amount in
the hands of the Treiisurer of the Province of Quebec, under the
authority of chapter five of the Acts of the Legislature of the Province
of Quebec, passed in the thirty -fifth year of Iler Majesty's reign, inti-
tuled "An Act respecting Judicial and other Deposits," and of the
Acts amending the said Act, aiul shall, in so doing, comply with the
formalities prescribed by the said Acts ; and the cliarter shall not be
surrendered until after such deposit has been made.

18. No fine shall be incurred after the day on which liquidation
is resolved upon. *

14. Every shareholder shall leave his address, in writing, at the
Society's office ; and every special notice required by this Act shall be
sent to such address ; and in case any shareholder neglects to conform
5

■^

66 Oil]). 43. Inoorpovdtion hy Lpftcrs Patent.

40 Vic.

to tlie above requirement, sucli notices sliall be addressed to him at his
last known place of residence, and if there is none such, then at the
place where the Society has its princii d office or place of business.

15. Any fifteen shareholders of any Building Society in the
Province of Quebec shall have power to call a special general meeting
of the shareholders thereof for the purposes of this Act, by giving
public notice thereof in conformity with the first section of this Act.

16.

ing Society, ii sucn snares are an pa

stock, imless three-fourths of the members present at a meeting held

for the j)urpo8e of liquidating agree to liquidate.

This Act shall not apply to permanent shares of any Build-
ty, if such shares are all paid and converted into unredeemable

CHAP. XLIII.

An Act to amend the law respecting the Incorporation
of Joint Stock Companies by Letters Patent.

Section.

Preamble.

Short title.

Interpretation of the words : Company,
Undertaking, Loan Company, Real
Estate, Shareholder, Manager.

Companies formed for certain purposes
may be incorporated by letters patent.
Exception.

Notice to be given in the Canada Gazette,
and what it shall contain :— name ;
purposes; chief place of business ; cap-
ital ; shares ; names, &c., of appli-
cants.

Petition for letters patent ; what it shall
contain ; a certain amount of stock
must be taken ; and a certain amount
paid-up thereon. Disposal of amount
paid-up. Certain provisions may be
inserted in patent.

Preliminary conditions to be established ;
proof of facts asserted.

Facts to be recited in letters patent.

Governor may give another corporate
name.

Notice of issuing letters patent.

General corporate powers of ..vch com-
panies.

Governor may change name by sujiple-
mentary patent.

12. Company may obtain change of name.

13. Change not toaftect rights or obligations.
Company may authorize Directors to

apply for extension of powers.
Application by Directors. Notice in

Gazette.
Proof to he furnished to Secretary of

State. 37 V , c. 37.

7-
8.

9-
10.

II.

14.

'5-
16.

Hoelion.

17. Grant of supplemenary ])atent. Notice

in Gazette.

18. By-law for increase or decrease of num-

ber of Directors ; when to be valid.

19. Subdivision of shares.

20. Increase of capital. By-law for that

purpose.

21. Reduction of capital ; proviso as to loan

companies. By-law for that purpose.

22. .Such by-law to be approved l)y share-

holders and confirmed by supplemen-
tary letters patent. Lialiility to credi-
tors not affected.

23. Petition for supplementary letters patent

to confirm by-law. By-law, etc., to be
jiroduced with petition. Evidence may
l)e taken and kept by Secretary of State.

24. Granting of supplementary letters pa-

tent ; notice : effect of such letters
patent.

25. Powers given to the company to be sub-

ject to this Act.

26. Board of Directors.

27. Provisional Directors.

28. Qualifications of after Directors ; resi-

dence.

29. Election of Directors.

30. Mode and times of election. Yearly.

N'''". Votes; proxies; all calls
mui, have been paid ; majority to de-
cide ; casting vote. Ballot. V.acan-
cies, how filled. President and Vice-
President ; officers.

31. Failure to elect Directors, how remedied.

32. Powers and duties of Directors ; stoi '; ;

dividend ; Directors and officers ; meet-
ings ; fines ; general powers ; con-

1877.

Incofj)orati'mi by Letterf* Patent. Cap. 43. 07

33-
34-
35-
36.

37-

38.
39-
40.
41.
42.

43-

44.

45-
46.

47-

48.

49-

SO.

51-

52.
53-
54-

55-

56.

57.

58.
59.

60.

61.
62.

63.

64.

65-
66.

67,

firmation of by-laws ; proviso : speci.il
general meetings ; proviso : confirma-
tion of by-laws for sale of stock below
par, etc.

Evidence of by-laws.

Stock deemed personal estate.

Allotment of stock.

Reference book to be kept and what to
contain. Copy of letters patent, by-
laws, etc. Names of shareholders.
Address. Number of shares. Amounts
paid, etc. Names, etc., of Directors.
Register of transfers.

Books to be open for inspection and
taking extracts therefiom.

Forfeiture for neglect.

Books to h^ prima facie evidence.

Penalty for false entries.

Transfer of shares valid only after entry.

Liabilities of Directors as regards trans-
fers of shares in certain cases ; how
only a Director may tivoid liability.

Provision when shares are transmitted
otherwise than by transfer ; order of
Court may be oiitained on application ;
proviso : notice of application ; pro-
viso as to costs.

Restriction as to transfer.

As to transfer by debtor to Company.

Transfer by personal representative.

Liability of shareholders ; when to ac
crue.

Limited to amount unpaid on stock.

Trustees, etc., not personally liable.

But entitled to vote.

Company not to be liable in respect of
trusts, etc.

Calling in of moneys unpaid on shares.

Interest on calls overdue.

Payment in advance on shares ; interest
allowed.

Forfeiture of shares for non-payment of
calls ; proviso : liability of holders
continued.

Enforcement of payment by calls by
action ; what only need be alleged and
proved and how.

Directors indemnified in suits, etc.,
against the Company ; except by their
own neglect or default.

Dividends not to impair capital.

Debts to Company may be deducted
from.

Officers and agencies of the C mpany in
Canada.

Service of process on Company.

Use of common seal dispensed with in
certain cases.

Service of notices upon members.

Service of notice by post.

Acts of Company's attorney valid.

Contracts, etc., when to be binding on
Company ; proviso : not to issue paper
money.

Liability of Directors declaring a divi-
dend when Company is insolvent, etc.;
how directors may avoid liability.

68. No loan l)y Company to shareholders,

except by loan companies, liability of
Directors.

69. Liability of Directors for wages ; limi-

tation of suits, etc.

70. Actions between Company and share-

holders.

71. Mode of incorporation, etc., how to be

set forth in legal proceedings ; proof
of incorporation.

72. Forfeiture of charter for non-user.

73. Company subject to future legislation.

74. Fees on letters patent, etc., to be fixed

by Governor-m-Council. Amount of
fees may be varied. Must be paid
before action taken.
7-,. Winding up Acts to apply.

76. Proofs may lie by declaration or affidavit.

77. Certain informalities not to invalidate

letters patent.

78. Word " limited " to be inserted after

name of Company on all notices, etc,

79. Penalty for contnavention of preceding

section ; penalty on Directors or offi-
cers using or authorizing use of seal
without "limited " on it.

80. f]xisting companies may apply for char-

ters under this Act ; effect of such
charters.

81. Subsisting companies may apply for

charters with extended powers.

82. Provisions touching supplementary letters

patent to apply.

83. Shares to be paid in cash, except under

sub-sec. 5 of sec. 5, or special contract,

84. Prospectus, etc., to specify contracts

entered into by Company, with promo-
ters, directojs, etc., thereof ; or be
deemed fraudulent.

85. Issue of bonds, etc., by Company ; pro-

viso : limiting amount to be borrowed;
further proviso.

86. Agencies in United Kingdom.

87. Full statement of affairs at each meet-

ing for elections.

88. Shares.

89. Powers and business of the Company ;

making loans and on what securities ;
powers incident to such loans, and en-
forcing payment thereof ; capital may
be employed for such purposes.

90. Company may act as agents and lend

money, and recover the same either on
their own behalf or as agents for others;
powers as such ; a^d may guarantee
repayment if they see fit ; money of
which repayment is guaranteed, to be
deemed borrowed.

91. Borrowing powers of Company and se-

curity to be given by it ; may issue de-
bentures, bonds, etc., for not less than
$100 or £'zo each.

92. Compan" may receive moneys on depo-

sit ; to ■» deemed borrowed.

93. Provisions and limitations as to borrow-

ing powers. Amount borrowed by de-
posit limited. If the Company borrows

■I

Ca]>. 43. Incorp&rathm hy Letters Patent.

40 Vic.

solely on debentures, etc. If it borrows
in both ways ; proviso .is to cash in
hand. Proviso as to companies now
incorporated,

94. Not to purchase slock in other com-

panies,

95. Power to hold real estate ; proviso as

t(, such estate not held for Company's
own use.

96. Coni|)any may char^je commission.

97. What interest Company may recover

proviso as to fines.

98. Register of securities.

99. Company may unite with any other

like Company.
100. Agreement for such union how made,

etc., and what to provide,
loi. Must be approve<l by shareholders o(

each Company after due nn»'-e ; pro-
ceedings at meeting ; ati e agree-
ment be adopted ; letters ^ 'nt may
issue to the new company.

102. Effect bf the agreement when perfected.

103. Business and rights of both companies

invested in new company ; proviso :
saving rights of third parties.

104. Annual statement to .Minister of Finance

and what it must show ; proviso.
■ 05. 32, 33 v., c. 43, repealed ; proviso.
Proviso as to pendnii; applications
under the said Act.

106. Copies of certain notices to be publisheil

by the Company in local paper.

107. Corporations authorized to lend money

under 37 V., c. 49, to make returns as
if incorporated under this Act.

\ Assented to 2Sth April, 1877.]

Efi Majesty, by :uul with tlie advice and consent of tlie Senate and
lEonse of Comnions of Canada, enacts as follows :

1. This Act may be_,cited as " T/ie Gano'^d Joint Stock Com-
panies^ Act, 1877."

3* The following expressions in this Act, and in all letters patent
and supplementary letters patent i^^sued under the same, shall have the
meaning hereby assigned to them respectively, unless there is some-
thing in the subject or context repugnant to such construction, that is
to say :

1. The expression " the Company," means the Company so incor-
porated by letters patent :

2. The expression " the undertaking " means the business of
every kind which the Company is authorized to carry on :

3. The expression " Loan Company " means a company chartered
for any of the purposes to which the powers of Loan Companies extend,
as hereinafter provided :

4. Tlie expression " real estate," or '' land," includes messuages,
lands, tenements and hereditaments of any tenure, and all immovable
property of every kind :

5. The expression '' shareholder " means every subscriber to or
holder of the stock in the Company, and ^includes tlie personal repre-
sentatives of the shareholder :

6. The word " Manager " includes the Casliier and Secretary.

3« The Governor-in-Council may, by letters patent under the
great seal, grant a charter to any numlier of persons, not less than five,
who shall petition therefor, 'jonstituting such persons, and others who
may become shareholders in 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 working of railways, or the business of banking and
the issue of paper money, or insurance.

1877.

Incorporatimi hy Letters Patent.

Cup. 43.

4* The applicants for such letters patent must ^ivc at least one
month's previous notice in the Canada Gazette^ of tlieir intention to
apply for the same, stating therein —

1. The proposed corporate name of the Coini)any, which shall not
be that of any other known company, incorporated or unincorporated,
or any name liable to be confounded therewitli, or otherwise on public
grounds objectionable ;

2. The purposes within the purview of this Act, for which its
incorporation is sought ;

3. The place within the Dominion of Canada,' which is to be its
chief place of business ;

4. The intended amount of its capital stock, — which, in the case
of a loan company, shall not be less than one hundred thousand dollars ;

5. The number of shares and amount of each share ;

6. The names in full and the address and calling of each of the
applicants, witli special mention of the names of not less than three
nor more than fifteen of their number, who are to be the first or Pro-
visional Directors of the Company, and the major part of whom must
be resident in Canada.

5. At any time, not more than one month after the last publica-
tiuu of such notice, the applicants may i)etition the Governor-General,
through the Secretary of State of Canada, for the issue of such letters
patent :

2. Such petition must recite the facts set forth in the notice, and
must further state the amount of stock taken by each applicant, and
also the amount paid in upon the stock of each applicant, and the
manner in which the same nas been paid in, and is held for the Com-
pany :

3. The aggregate of the stock so taken must be at least the one-
half of the total amount of the stock of the Company :

4. The aggregate so paid in thereon must, if the Company be not
a loan comp.any, 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, tnereof, and must not be less than one hundred thousand
dollars :

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 requiring that it should own real estate, — in which
caee any part not more than one-half of such aggregate may be taken
as being paid in, if Jxyna Jide invested in real estate suitabh; to such
object, duly lield by trustees for the Company, and being of the re-
quired value over and above all incumbrances thereon :

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 sub-
ject to repeal or alteration by by-law.

JMOL

1 !1

to Cap. 43. Jncm'pjfation hy fjcttei's Patent.

40 Vic.

0« Before tlie letters patent are insned, the applicants miiBt ofltal>-
lieh to the satisfaction of the Secretary of State, or of sucli 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 tjiat the proposed name is not the
name of any other known incorporated or unincorporated Company ;
and to that end, the Secretary of State, or such other officer, shall take
and keej) ol record any requisite evidence in writing, by solemn declara-
tion, under the Act thirty-seventh Victoria (1874), chapter thirty-seven,
intituled ' J*r, Act for the Supmesaion of Voluntary and Extra-
judicial Oathsy'^ or by oath or affirmation.

7. The letters patent shall recite such of the established averments
of the notice and petition, as to the Governor may seem expedient.

8. The Governor may, if he think tit, give to the Company a
corporate name, different from that proposed by the applicants in their
published notice, if the latter is objectionable.

9* Notice of the granting of the letters patent shall be forthwith
given by the Secretary of State, in the Canada Gazette, in the form
of the Schedule A, appended to this Act ; and thereupon, from the
date of the letters patent, the persons therein named, and their succes-
sors, shall be a body corporate and politic by the name mentioned
therein.

10« Subject to the special provisions herein contained respecting
loan companies, every Company so incorporated may acquire, hold, sell
and convey any real estate, requisite for the carrying on of the under-
taking of such Company, and shall forthwitli become and be invested
with all property and rights, real and personal, theretofore held 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 were incorporated by a special
Act of rarliament, embodying the provisions of this Act and of the
letters patent.

11. In case it should be made to appear, to the satisfaction of the
Governor in Council, that the name of any Company (whether given
by the original or by supplementary letters patent or on amalgamation)
incorporate under the provisions of this Act, is the same as the name oi
an existing incorporated or unincorporated Company, or so similar
thereto as to be liable to be confounded therewith, it shall be lawful
for the Governor in Council to direct the issue of supplementary letters
patent, reciting the former letters and changing the name of tne Com-
pany to some other name to be set forth in the supplementary letters
patent.

1S« When a Company incorporated under the provisions of this
Act, is desirous of adopting am)ther name, the Governor in Council,
upon being satislied that the change desired is not for any improper
purpose, may direct the issue of supplementary letters patent reciting
the former letters and changing the name of the company to some other
name, to be set forth in the supplementary letters patent.

1877.

Incm'pmuUlon hy Letttrn Patent. (Jap. 43. 71

18« N^o altcratiou of itH name under tlie two hiHt preceding scc-
tionfl Hhall atfeet tlie rights or ohligations of tlie {\)nn)any, and all pro
ceedings may be continued or coinmenced by or agaiiiHt the Conipaiiy
by its new name that might have; been continued or coimnenced by or
against the Company by its former name.

14* The Company may from time to time, l)y a resolution passed
Iw a vote of at least two-thirds in value of tlie total shareholders of the
Cfornpany, at a special general meeting called for the pui*})08e, authorize
the Directors to apply for supplementary letters patent extending the
powers of the Company to such othei* purposes or objects, witliin the
purview of this Act, as may be defined in tlie resolution

15. The Directors may, at any time within six months after the
passing of any such resolution, petition the (lovemor, through the Sec-
retary of State of Canada, for the issue of such supplementary letters
patent ;

2. The applicants for such supjilcmentary letters patent must give
at least one month's pre\aous notice in the Cnufuhi Gazette of their in-
tention to apply for the same, stating therein the purposes or objects to
which it is desired to extend the i)owers of the Company.

16* Before such supplementary letters patent are issued, the ap-
plicants must establish to tlie satisfaction of the Secretary of State or of
such other officer as may charged by the Governor in (Council to report
thereon, the due passing of tlie resolution authorizing the application
and the sufficiency of their notice and petition ; and to that end the Se-
cretary of State or such other officer, shall take and keep of record any
requisite evidence, in writing, by solemn declaration under the Act
thirty-seventh Victoria, (1874), chapter thirty-seven, above mentioned,
or by oath or aflSrmation.

IT* Upon due proof so made, the Governor in Council may grant
supplementary letters patent u' " • the great seal, extending the powers
of tlie Company to all or any ol the objects defined in the resolution ;
and notice tliereof shall be lorthwith given by the Secretary of State,
in the Canada Gazette^ in the form Schedule C, appended to this Act;
and thereupon, from the date of the supplementary letters patent, the
undertaking of the Company shall extend to and include the other pur-
poses or objects set out in the supplementary letters patent as fully as
if such other purposes or objects were mentioned in the original letters
patent.

IS. The Company may. by by-law, increase to not more than fif-
teen, or decrease to not less than three, the numlier of its directors, or
change the Company's chief place of business in ('anada ; jirovided that
no by-law for eitiier of the said purposes shall be valid or acted upon
unless it be sanctioned by a vote of not less than two-thirds in value of the
shareholders present in person or represented by proxy, at a general
meeting duly called for considering the by-law, nor until a copy of such
by-law, certified imder the seal of the Company, has been deposited with
the Secretary of State, and haw also been published in the Canada
Gazette.

72 Cap. m. Ineoi'pm'ation hy jA'tUrs Patent.

40 Vic.

19. Tlie Directors of the Company, other than a Loan Company,
may at any time make a hy-law Huhdividinj^ the existing shares into
shares of a smaller amoimt.

20. The Directors of the Comijaiiy, at any time after the whole
capital stock of the roinpany shiilf have heen taken up and tlfty per
cent, tliereon paid in, hut not sooner, may iiiak(! a hv-law for increasing
the capital stock of the Company to any amount wliich they may con-
sider requisite in order to the due carrying out of the objects of tlio Com-
pany :

2. Such by-hiw shall declare the mnnber of the sliares of tlio new
stock ; and may prescribe the manner in which the same shall be
allotted ; and m default of its so d<»ing, the control of such allotment
shall ho held to vest absolutely in the Directors.

31. The Directors of the Company, at any time, may make a by-
law for decreasing the capital stock of the Company to any amount
which they may consider sufiicient in order to the due carrying out of
the undertaking of the Company, and advisable : Provided that the
capital stock of a loan Company shall never be decreased to lees than
one hundred tliousand dollars :

2. Such 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 shall be made.

22* But no by-law for increasing or decreasing the capital stock
of the Company, or subdividing the shares, shall have any force or
effect whatever, until after it shall have been sanctioned by a vote of
not less than two-thirds in value of all the shareholdoi's of the Com-
pany, at a general meeting of the Company dxdy called for considering
the same, and afterwards confirmed by supplementary letters patent.

2. The liability of shareholders to persons who were, at the time
of the reduction of the capital, creditors of the Couipany, shall remain
as though the capital had not been decreased.

23« At any time not more than six months after such sanction of
e\ich by-law, the Directoi-s may petition the Governor, through the
Secretary of State, for the issue of supi)lementary letters patent to
confirm the same :

2. With such petition they must produce a copy of such by-law,
under the seal of the Com]mny, and signed by the President, Vice-
i^resident or Secretary, and establish 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 due passage and sanction of such by-
law, and the bond fide character and expediency of the increase or
decrease of capital or subdivision of shares thereby provided for ;

3. And to that end the Secietary of State, or such officer, shall
take and keep of record any requisite evidence in writing, by solemn
declaration as above mentioned, oath or affirmation.

24* Upon due proof so made, the Govemor-in-Council ma-y grant
such supplementary letters patent under the great seal ; and notice

1877.

Incorporation hy Letters Patent. Ca]). 43. 73

thereof shall bo forthwith given by the Secretary of State in the
Canada Gazette, in the form of Sclicdule B, appended to tliie Act : and
thereupon, from the date of the 8Uj)plementary letters patent, the capi-
tal stock of the Company shall be and remain increased or decreased,
and the shares shall bo subdivided, as the case may bo, to the amount,
in the manner and subject to the conditions sot forth by such by-law ;
and the 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)
iis thongh every part thereof had been or formed part of the stock of
the Company originally subscribed.

39> All powers given to the Company by the letters natent or
supplementary letters patent shall bo exorcised, subject to tno provi-
sions and restrictions contained in this Act.

2B* The affairs of the Company sliall bo managed by a Board of
not less tlian three nor more than fifteen Directors.

JIT* The persons named sis such, in the letters patent, shall be the
Directors of the Company, until replaced by others duly appointed in
their stead.

28. No person shall be elected or appointed as a Director there-
after, unless he is a shareholder, owning stock absolutely in his own
right, and to the amount required by the by-laws of the Company, and
not in arrear in respect of any call thereon ; and the major part of the
Directors of the Company shall, at all times, be persons resident in
Canada.

39. Directors of the Company shall bo elected by the share-
holders, in general meeting of the Company assoinbled, at some place
within the Dominion of Canada, at such times, in such wise, ana for
such term, not exceeding two years, as the letters patent, or (in default
thereof) the by-laws of tne Company, may prescribe.

30. In defaulu only of other express provisions in such behalf, by
the letters patent or by-laws of the Company, —

1. Such election shall take place yearly, — all the members of the
Board retiring, and (if otherwise qualified) being eligible for re-
election :

2. Notice- of the time and place for holding general meetings of
the Company shall be given at least twenty-one days previously
thereto, in some newspaper published in or as near as may be to the
place where the chief office or place of business of the Company is
situate :

3. At all general meetings of the Company, each shareholder
shall be entitled to give one vote for each share then hold by him :
such votes may be given in person or by proxy, — the holder of any
such proxy bemg himself a shareholder ; but no shareholder shall be
entitled, either in person or by proxy, to vote at any meeting unless he
shall have paid all the calls upon all the shares held by him. All ques-
tions proposed for the consideration of the shareholders shall be deter-
mined by the majority of votes, — the Chairman presiding at such
meeting having the casting vote in case of an equality of votes:

^^h .1

74 Cap. 43. Incorjywation hy Letters Patent.

30 Vic.

4. Elections of Directors shall be by ballot :

5. Vacancies occurring in the Board of Director may be filled
for the unexpired remainder of the term, by the Board, from among
the qualified shareholders of the Company :

6. The Directors shall, from time to time, elect from among them-
selves a President and, if they see fit, a Vice-President of the Company ;
and may also name all other officers thereof.

31* If, at any time, an election of Directors be not made, or do
not take effect at the proper time, the Companj' shall not be held to
be thereby dissolved ; but such election may take place at any general
meeting of the Company duly called for that purpose ; and the retir-
ing Directors shall continue in office until their successors are elected.

33* The Directors of the Company shall have full power in all
tilings to administer the affairs of the Company, and to make or cause
to l)e 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, nor to the letters patent of the Company,
nor to this Act, to regulate the allotment of stock, the making of calls
thereon, the payment thereof, the issue and registration of certificates
of stock, the forfeiture of stock for non-payment, the disposal of for-
feited stock and of the proceeds thereof, the transfer of stock, the
declaration and payment of dividends, the nvrber of the Directors,
their tjrm of service, the amount of their stock qualification, the ap-
pointment, functions, duties and removal of all agents, officers, and
servants of the Company, the securit'- to be given by them to the
Company, their remuneration and that (if any) of the Directors, the
time at which, and place where the annual meetings of the Company
shall be held, the calling of meetings, regular and special, of the Board
of Directors and of the Company, the quorum, the requirements as to
proxies, and the procedure in all things at such meetings, the impo-
sition and recovery of all penalties and forfeitures admitting of regula-
tion by by-law, and the conduct in all other particulars of the affairs of
the Company ; and may, from time to time, repeal, amend or re-enact
the same : but every such by-law, and every repeal, amendrr.ent 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 : Provided always, that one-fourth part in value of the share-
holders 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 :
Provided also, that no by-law for the issue, allotment or sale of any
portion of the unissued stock at any greater discount or at any less
premium than what has been previously authorized at a general meet-
mg, or for the payment of the President or any Director shall be ^alid
or acted upon until the same has been confirmed at a general meeting.

33« A copy of any by-law of the Company, under their seal, and
purporting to be signed by any officer of the Company, shall be received

1877. imorporation, by Letters Patent. Cap. 43. 76

ai5 against any shareholder of the Company as jirimd facie evidence of
such by-law in all courts in Canada,

34. The stock of the Company shall be deemed personal estate,
and shall be transmissible as such 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, are or
shall be prescribed.

35« If the letters patent, or the supplementary letters patent
make no other definite provision, the stock of the Company, or any in-
creased amount thereof, so far as it is not allotted thereby, shall be
allotted when and as the Directors, by by-law may ordain.

36. The Company shall cause a book or books to be kept by the
Secretary, or by some other officer especially charged with that duty,
wherein shall be kept recorded —

1. A copy of the letters patent incorporating the Company, and
of any supplementary letters patent, and of all by-laws thereof ;

2. The names, alphabetically arranged, of all persons who are or
have been shareholders ;

' 3. The address alid calling of every such person, while such
shareholder ;

4. The number of shares of stock held by each shareholder :

.5. The amounts paid in and remaining unpaid, respectively, on
the stock of each shareholder ;

6. The names, addresses and calling of all persons who are or have
been Directors of the Company, with the several dates at which each
became or ceased to be such Director :

7. A book called the Register of Transfers nhall be provided,
and in such book shall be entered the particulars of every transfer of
shares in the capital of the Company.

37. 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 Company, and their personal repre-
sentatives, at the office or chief place of business of the Company ; and
b/ery such shareholder, creditor or representative may make extracts
therefrom.

38. Every Company neglecting to keep such book or books as
aforesaid, shall forfeit its corporate rights.

39. Such books shall be prima ^facie evidence of all facts pur-
porting to be thereby stated, in any suit or proceeding against the
Company or against any shareholder.

40. Every Director, officer or servant of the Companv, who
kncv/ingly makes or assists to make any untrue entry in any such book,
or who refuses or wilfully neglects to make any proper 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.

41. No transfer of shares, unless made by sale under execution, or
under the decree, order or judgment of some competent court in that

J II

!'' i,

76 Cap, 43. Incorporation by Letters Patent.

40 Vic.

behalf, shall be valid for any purpose whatever, save only as exhibiting
the rights of the parties dicreto tovsrards each other, and as rendering
the transferee liable ad interim, jointly and severally with the trans-
ferrer to the Company and their creditors,— until the entry thereof has
been duly made in such book as aforesaid.

42. No transfer of shares whereof the whole amount has not been
paid in shall be made without the consent of the Directors ; and when-
ever any transfer of shares not fully paid in has been made with such
consent to a person being apparently of insufficient means to fully pay
up Buch shares, the Directors, jointly and severally, shall be liable to
the creditors of the Company, in the same manner and to the same ex-
tent as the transferring shareholder, but for such transfer, would have
been ; but if any Director present when any such transfer is allowed,
do for^'hwith, or if any Director then absent, do within twenty-four
hours after he shall have become aware thereof and able so to do, enter
on the minute book of the Board of Directors his protest against the
same, and do within eight days thereafter publish such protest in at
least one newspaper published at, or as near as may be possible to, the
off ce or chief place of business of the Company, such Director- may
the jy, and not otherwise, exonerate himself from such liability.

43« Whenever the interest in any share or shares of the capital
stock of the Company shall be transmitted by the death of any share-
holder or otherwise, or whenever the ownership of or legal right of
possession in any such share or shares shall change by any lawful
means other than by transfer, according to the provisions of this Act,
and the Directors of the Company shall entertain reasonable doubts as
to the legality of any claim to and iipon such share or shares of
stock, — then, and in such case, it shall be lawful for the Company to
make and file in one of the Superior Courts of law or equity, in. the
Province in which the head office of the Company is situated, a declara-
tion and petition in writing, addressed to the justices of the court, set-
ting forth the facts and the number of shares previously belonging to
the party in whose name such shares stand in the books of the Com-
piny, and praying for an order or judgment adjudicating and awai'ding
the said shares to the party or parties legally entitled to the same, —
ard by which order or judgment the Company shall be guided and
held fully harmless and indemnified and released from all and every
other claun for the said shares or arising therefrom; Provided always,
that notice of such petition shall be given to the party claiming such
share or shares, or to the attorney of such party duly authorized for
the purpose, who shall, upon the filing of such petition, establish his
right to the several shares referred to in such petition ; and the delays
to plead and all other proceedings in such cases shall be the same as
those observed in analogous cr> ,es before the said superior courts ; Pro-
vided also that the costs and expenses of procuring such order and
adjudication shall be paid by the party or parties to whom tlie said
shares shall be declarecl lawfully to belong ; and such shares shall not
be transferred until such costs and expenses be paid, saving the re-
course of such party against any party contesting his right.

1877.

Ineorpwation hy Letters Patent. Cap. 43, 77

44. No share shall he trausferahlo until all previous calls thereon
have been fully paid up.

45. The Directors may decline to register any transfer of shares
])elonging to any member who is indebted to the Company.

46. Any transfer of the share or other interest of a deceased
meml)er, made by his personal representative, shall, notwithetanding
such ])ersonal representative may not himself be a member, be of the
same validity as if he had been a member at the time of his execution
of the instrument of transfer.

47. Each shareholder, until the whole amount of his shares has
been paid up, shall be individually liable to the creditors of the Com-
iiny to an amount equal to that not paid up thereon ; but shall not be
])liabletoan action therefor by any creditor, before an execution against
the Company has been returned unsatisfied in whole or part; and the
amount due on such execution, not exceeding the amount unpaid on
his shares, as aforesaid, shall be the amount recoverable, with costs,
against such shareholder, and any amount so recoverable, being paid
by the shareholder, shall be taken as paid on his shares.

4S. The shareholders of tliC Company shall not, as such, be held
responsible for any act, default, or liability whatsoever of the Com-
pany, or for any engagement, claim, payment, loss, injury, transaction,
matter or thing whatsoever, relating to or connected with the Com-
pany, beyond the amount unpaid on their respective shares in the capi-
tal stock thereof, subject to the provisions of the next preceding
section.

40. No person holding stock in the Company as an executor,
administrator, tutor, curator, guardian or trustee, shall be personally
subject to liability as a shareholder ; })ut 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 interdicted
person, or \e 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 security, shall be personally
subject to such liability ; but the person pledging such stocK shall be
considered as holding the same and shall be liable as a shareholder
accordingly.

50. Every such executor, administrator, curator, 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 per-
son who pledges his stock may nevertheless represent the same at
all such meetings, and may vote accordingly as a shareholder.

51. The Company shall not be bound to see to the execution of any
trust, whether express implied or constructive, in respect of any share ;
and the receipt of the shareholder in whose name the same may stand in
the books of the Company, shall be a valid and binding discharge to the
Company for any dividend or money payable in respect of such share,

-Jl;

78 Cap. 43. fncorporation hy Lettern Patent.

40 Vic.

and whether or not notice of such trust has been given to the Company ;
and tlie Company shall not be bound to see to the application of the
money paid upon such receipt.

53. The Directors may, from time to time, make such calls upon
the members in respect of all moneys unpaid upon their respective
shares, as they shall think fit, 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 may require or allow.

53. A call shall be deemed to have been made at the time when
the resolution of the Dii-ectors authorizing such call v/as passed ; and if
a shareholder fails to pay any call due from him, before or on 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 ap-
pointed for payment to the time of actual payment thereof.

54. The Directors may, if they think fit, receive from any member
willing to advance the same, all, or any part of the amounts due on
the shares held by such member, beyond the sums then actually called
for ; and upon the moneys so paid in advance, or so much thereof as
shall, from time to time, exceed the amount of the calls then made
upon the shares in respect of which such advance shall be made, the
Company may pay interest at such rate, not exceeding eight per cent,
per annum, as the member paying such sum in advance and the Direct-
ors shall agree upon.

55. If, after such demand or notice as, by the letters patent or
by-laws of the Company, may be prescribed, any call made upon any
share or shares be not paid within such time as, by letters patent or
by-laws, may be limited in that behalf, the Directors, in their discre-
tion, by vote to that effect duly recorded in their minutes, m^y sum-
marily declare forfeited any shares whereupon such payment is not
made, and the same shall thereupon become the property of the Com-
pany and may be disposed of as, by the by-laws of the Company or
otherwise, they may ordain ; but notwithstanding such forfeiture, the
holder of such shares at the time of forfeiture shall continue liable to
the then creditors of the Company for the full amount unpaid on such
shares at the time of forfeiture less any sums which may have been
subsecjuently received by the Company in respect thereof.

5tt. The Company may, if they see fit, instead of declaring for-
feited any share or shares, enforce payment of all calls and interest
thereon, by action in any competent court ; and in such action it shall
not be necessary to set forth the special matter, but it shall be sufficient
to delare that the defendant is a holder of one share or more, stating the
number of shares, and is indebted in the sum of money to which tlie
calls in arrear amount, in respect of one call or more upon one share
or more, rstatingthe immber of calls and the amount of each,) whereby
an action hath accrued to the company under this Act ; and a certifi-
cate under tlair seal, ami purporting to be signed by any officer of the
Company, to the effect that the defendant is a shareholder, that such

1877.

Incorporation hy Letters Patent. Ca]>. 43. 79

call or calls lias or have been made, and that so much is due by him
and unpaid thereon, shall be receired as against the defendant in all
courts {\& primd facie evidence to that effect.

57- Every Director of the Company, and his heirs, executors and
administrators and estate and effects respectively may, witlithe consentof
tlie Company, given at any general meeting thereof, from time to time,
and at all times, be indenmiHed and saved harmless out of the funds
of the Company,' from and against all costs, charges and expenses
whatsoever which he shall or may sustain or incur in or about any ac-
tion, suit or proceeding which shall be brought, commenced or prose-
cuted against him, for or in respect of any act, deed, matter or thing
whatsoever, made, done or permitted by him, in or about the execu-
tion of the duties of his oflice ; and also from and against all other
costs, charges and expenses which he shall sustain or incur, in or about,
or in relation to the affairs thereof, except such costs, charges or ex-
penses as shall be occasioned by his own wilful neglect or default.

5H. The Company shall not make any dividend whereby their
capital will be, in any degree, reduced.

50. The Directors may deduct from the dividends payable to any
member all such sums of money as may be due from him to the Com-
pany, on account of calls or otherwise.

60. The Company shall, at all times, have an office in the city or
town in which their chief place of business shall be, which shall be the
legal domicile of the Company in Canada ; and notice of the situation
of that office and of any change thei-ein shall be advertised in the
Canada Gazette : and they may establish such other offices and agen-
cies elsewhere in the Dominion of Canada, as they may deem ex-
pedient.

61. Any summons, notice, order or other process or document
required to be served upon the Company, may be served by leaving
the same at the said office in the city or towji in which their chief
pliice of business may be, with any grown person in the employ of the
Company, oi oi\ the President or Secretary of the Company, or by
leaving the same at the domic'le of either of them, or with any grown
person of his family or in his employ ; or if the Company have no
known office or chief place of business, and have no known President
or Secretary, then the court may order such publication jis it may deem
requisite to be made in the premises and such publication shall be
held to be due service upon the Company.

62* Any summons, notice, order or proceeding requiring authen-
tication by the Company may be signed by any Director, manager, or
other authorized officer of the Company, and need not be under the
I'ommon seal of the Company ; and the same may be in writing or in
print, or partly in writing and partly in print.

68. Notices i^qniring to be served] by the Companj' upon the
members, may be served either personally or by sending them through
the post, in registered lettere, ad-'ressed to the members at their places
of abode as appearing on the books of the Company.

■': 'll

80 Cap, 43. fncorporatimi hy Letters Patent.

40 Vic.

64, A notice or otlier document served by post by the Com-
pany on a member, sliall be taken as served at the time wlien tlie regis-
tered letter containing it would be delivered in the ordinary course of
post ; to prove the fact and time of sei'vice it shall be sufficient to
prove that such letter was properly addressed and registered, and was
put into the post office, and the time when it was in, and the time requi-
site for its delivery in the ordinary course of post,

tt5. Every deed whicli any })ers<)n, lawfully empowered in that
behalf l)y the (V)mpany as their attorney, signs on behalf of the Com-
pany, and seals witli his seal, shall be l)inding on the Company and
have the same.eifect as if it was under the connnon seal of the Com-
pany.

66. Every contract, agreement, engagement or bargam made, and
every bill of exchange d iwn, accepted or endorsed, and every promis-
sory note and cheque made, drawn or endorsed on behalf of the C^om-
pany, by any agent, officer or servant of the Company, in genei'al ac-
cordance with his powers as such under the by-laws of the (/Ompany,
shall be binding nj)on the CV^mpany ; and in no case shall it l)e necessa-
ry to have the seal of the ('Onq)any affixed to any such contract, agree-
ment engagement, bargain, bill of exchange, promissor}^ note or cheque,
or to prove that the same was made, drawn, accepted or endorsed, as
the case may be, inpursance of any by-law or special vote or order; nor
shall the party no acting as agent, officer or servant of the Company be
thereby subjected individually to any liability whatsoever to any third par-
ty therefor : Provided always, that nothing in this Act shall be constructed
to authorize the Company to issue any note payable to the bearer there-
of, or any promissory note intended to be circulated as money, or as
the note of a bank, or to engage in the business of banking or insurance,

67. If the Directors of the Company deelai-e and pay any divi-
dend when the Company is insolvent, or any dividend the payment of
which renders the Conqiany insolvent, or disminishes the capital stock
thereof, they shall be jointly and severally liable, as well to the Cc ^>d-
ny as to the individual shareholders and creditors thereof, for all the ebts
of the Company then existing, and for all thereaf tercontracted during their
continuance in office, respectively ; but if any Director present when such
dividend declared do forthwith, or if any Director then absent do within
twenty-four hours after he shall have become aware thereof and able so
to do, enter on the minutes of the Board of Directors his protest against
the same, and within eight days thereafter publish such protest in at
least one newsj^aper published at, or as near as may be possible to, the
office or chief place ol biisiness of the Company, such Director may
thereby, and not otherwise, exonerate hiniseli from sucli liability,

68. Except only in the case of a loan Company, no loan shall be
made by the Company to any sharehokh^r, and if such be made, all
Directors and other officers of the Company makuig the same, or in
anywise assenting thei'eto, shall be jointly and severally liable for the
amount of such loan, with interest, to tlie Company, and also to the
creditors of the (Jonq)any for all debts of the Company then existing,
or contracted between the time of the making of such loan and that of
the repayment thereof.

1877.

IncorporaUon by Otters Patent. Cap. 4S, 81

00« Tho Directors of the Company shall be jointly and severally
liable to the clerks, laborers, servants and apprentices thereof, for all
debts not exceeding six months'wages due for service performed for the
Company whilst they are such Directors respectively ; but no Director
shall be liable to an action therefor, unless the Company has been sued
therefor within one year after the debt became due, nor yet unless such
Director is sued therefor within one year from the time when he ceased
to be such a Director, nor yet before an execution against the Company
has been returned unsatisfied in whole or in part ; and the amount due
on such execution shall be the amount recoverable with costs against
the Directors.

TO. Any description of action may be prosecuted and maintained
between the Company and any shareholder thereof ; and no shareholder
shall, by reason of being a shareholder, be incompetent as a witness
therein.

Tl. In any action or other legal proceeding, it shall not be requi-
site to set forth the mode of incoii^oration of the Company, otherwise
than mention of it under its corporate name, as incorporated by virtue
of letters patent — or of letters patent and supplementary letters patent,
as the case msc^ be, — under this Act; and the notice in the Canada
Gazette, of the issue of sncih letters patent or supplementary letters
]' *ent, shall ha primd facie proof of all things thereby declared ; and on
production of the lettei's patent or supplementary letters patent them-
or of any exemplification or copy thereof under the great seal,
* • . fact of such notice shall be presumed ; and, save only in any pro-
ceeding by scire facias or otherwise for direct impeachment thereof,
the letters patent or, supplementary letters patent themselves, or any
exemplification or copy tl«ereof under the great seal, shall be conclusive
proof of every matter and thing tlierein set forth.

T3. The charter of the Company shall be forfeited by non-user
during three consecTitive years at any one time, — or if the Company do
not go into actual operation within three years after it is granted ; and
no declaration of such forfeitui'e by any Act of Parliament shall be
deemed an infringement of such charter.

T3. The Company shall be subject to such further and other pro-
visions as Parliament may hereafter deem expedient.

74. The Governor in Council may, from time to time, establish,
alter and regulate the tariff of the fees to be paid on application for
letters patent and supplementary letters jxitent under this Act, may
designate the department or departments through which tlie issue
thereof shall take place, and may prescribe the forms of proceeding
and record in respect thereof, and all other matters requisite for carry-
ing out the object of this Act :

2. Such fees may be made to v-^ary in amount, under any rule or
niles, — as to nature of Company, amount of capital, and otlierwise, —
that may be deemed expedient :

3. No steps shall be taken in any department towards the issue of

^■■m

I ■ .1.

\v.m

82 Cap. 43. Incorporation hj Letters Patent.

40 Yic.

any letters patent or supplementary letters patent under this Act, until
after the amount of all fee.s therefor sjiall have been duly paid.

TU. The Company shall l)e subject to the provisions of any Act
for the wiiuliui:; up of joint Stock Companies, and to the provisions of
" l^he Innolvent Act of 1875 ", and the amendments thereto, relating to
incorporated companies.

7C» Proof of any matter which may bo necessary to be made under
this Act may be made by solemn declaration under the Act thirty-
seventh Victoria, (1874) chapter thirty-seven, or by affidavit l)efore any
Justice of t 9 Peace, or any Commissictiu'r for taKiiii); athdavits, to be
used in any of the courts in any of the Provinces of the Dominion, or
any Notary Public, who are hereby authorized and empowered to admin-
ister oaths and receive affidavits and declarations for tliat purpose.

TT. The ])rovisions of this Act relatin;;' to matters preliminary to
the issue of the hitters patent or sujiplementary letters patent shall b(^
deemed directoi-y only, and no letters jiatent or supplementary letters
patent issued undei' this Act shall be held void or voidable on account
of any irrejiularity in any notice prescribed by this Act, or on account
of the insutRciency or absence of any such notice, or on account of any
irregularity in respect of any other matter preliminary to the issue of
the letters patent (»r su])plementary letters patent.

HH* The' Company shall paint or affix, and shall keep painted or
atlixed, its name, with the word ''limited'' after the name, on the out-
side of every office or place in which the business of the Company is car-
ried on, in a conspicuous position, in letters easily legible, and shall
have its name with the said woi'd after it, engraven in legible charac-
ters 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 Com])any,and in all bills oi exchange, promis-
sisory notes, endorsements, che(pies, and orders for money or goods,
])ur])orting to be signed by or on behalf of such Company, and in all
bills of parcels, invoices and receipts of the Company.

T9. If the Company does not paint or affix, and keep painted or
affixed, its name, with the word "limited'" after it, in manner directed
by this Act, it shall be liable to a penalty of twenty dollars foi' not so
painting or affixing its name, and to a penalty of twenty dollars per day
for cA'ery day dui-ing which such name is not sokept painted or affixed;
and every Director and manage" of the Company who shall knowingly
and wilfully authorize or pennit such default shall be liable to the like
penalties; and if any Director, managei- or officer of such Company, or
any person on its behalf, uses oi- autlntrizes tlu; use of any seal i^ui-portino;
to be a seal of the (Company whereon its name, with the said word "limited
after it, is not so engraven as aforesaid, or issuesor authorizes the issue of
any notice, advertisement or other official publication of such Company
or signs or authorizes to be signed on behalf of such Company any bill of
exchange, promissory note, endorsement, cheque, orderfor money or goods,
of issties or autliorizes to be issued any bill of parcels, invoice, or receipt
OY the Company, wherein its name, with the said word aftei- it, is not

1877.

Incorporation hy Letters Patent Cap. 43.

mentioned in manner aforesaid, he shall be liable to a penalty of two
himdred dollars, and shall fnrther be personally liable to the holder of
such bill of oxchanfje, jironiissory note, cheqne, or order for money or
^oods, for the anionnt thereof, unless the same is duly paid by the
Company.

80. Any Company foi* purposes or objects within the purview of
this Act, heretofore incorporated, whether under a special or a general
Act, and now being a subsisting and valid corporation, may apply for
letters patent under this Act, and the (lovernor in Council, upon proof
that notice of the apj)lication has been inserted for four weelis in the
Canada (J<izette, may direct the issue of letters patent incorporating
the shareholders of the said C'Ompany as a (/ompany under this Act:
and thereupon all the rights or obligations of the former Company shall
be transferred to the new Company, and all proceedings may be contin-
ued or commenced by or agamst the new Company that might have
been continued or commenced by or against the old Comj)any ; and it
shall not be necessary in any sucli letters patent to set out the names of
the shareholders ; and after the issue of the letters patent the (^ompany
shall be governed in all respects by the provisions of this Act, except
that the liability of the share) lolders to creditors of the old Company shall
remain as at the time of the issue of the latters patent.

81. Where a subsisting Company applies for the issue of iottei*s pa-
tent under this Act, the Governor in Council may, by the lettevs patent,
extend the powers of the Company to such other objects within the pur-
view of this Act as the applicants may desire, and as the Governor in
Council may think fit to include in the letters patent, and which have
been mentioned in the notice of the application for the same, in the
Canada Gazette, 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 another name.

S2. All the provisions of this Act touching the obtaining of sup-
plementary letters patent by Companies incorporated hereunder shall,
so far as applicable, apply and extend to applications for letters patent
under the eightieth and eighty-first sections hereof.

S3« Subject to the provisions of sub-section five of section five of
this Act, every share in the Company shall be deemed and taken to
^iave been issued and to be held subject to the payment of the whole
amount thereof in cash, unless the same shall have been otherwise de-
termined by a contract duly made in writing and filed with the Secre-
tary of State at or before the issue of such shares

84. Every prospectus of the Company, and every notice inviting
persons to subscribe for shares in the Company, shall specify the dates
and the names of the parties to any contract entered into by the Com-
pany or the promoters, directors -".r rustees thereof, before the issue of
such prospectus or notice, whether subject to adoption by the Dir-^ctors
or the C!ompany or otherwise ; p.iid any prospectus or notice not speci-
fying the same shall be deemed fraudulent on the part of the promoters,

1 ,

Caj). 43. Tncorporaiimi by Leften* Patent.

40 Vio.

'! I

iliroohirR niul uffieei-s of Company knowingly issuing tlie samp, as
regards any person taking sliarcs in tlie Company on the faith of sncli
prospectus unless he shall have had notice of such contract.

HH, In case a hy-law authorizing the same is sanctioned by a vote
of not less than two-tiiirds in value of the shareholders then present in
person or rcpresentiMJ l»y proxy, at a geut'ral meeting duly called for
considerintj the hy-law, the l)irectorK may borrow money upon the
credit of tlie Company and issue the bonds, debentures or other secun-
ties for any sums borrowed, at such prices as may be deemed e.\|K>dient
or necessary ; but no such debentures shall be for a less sum than one
hundred dollars : and the Directors may. under the like sanction, hy-
pothecate or ])ledge the real or jjcrsonal property of the Company to
secure any sums borrowed ];v the (V»mpany : Provided always, that the
amount to be borrowed shall not at any time be greater than seventy-
five per cent, of the actual j)ai(l-u]) stock of the Comi)any ; Providcid
also, that the limihiti(tn by this section made shall not be held to apply
to commercial paper discounted by the Com])any.

MO. The Company may have an agency, or agencies, in any city
or town in Kngland, JScotland or Ireland.

HT. The J )i rectors of every Company shall lay before its share-
holder,s a full and clear pi'inted statement of the affairs and financial
position of the Company at or before each general meeting of the Com-
pany for the election (jf Directors.

SECTioxs Kiou'rv-KKurr to one nuxDKKn and fou«, inclusive, relate to

LOAN COMPANIES ONLY.

^iS. The capital stock of every Loan (^nnpany shall l»e divided
into shares of one hundred dollars each.

89. Any Loan Company may, from time to time, lend and ad-
vance money, by way of loan or otherwise, for such periods as they may
deem expedient, on any real security, or on the public securities of the
Dominion, or of any of the Provinces thereof, or on the security of de-
bentures of any municipal or othei* corporation, issued under or in pui"-
suauce of any statutory authority, and upon such terms and conditions as
to the Company shall seem satisfactory or expedient ; and may acquire,
by purchase or otherwise, any secm-ity u))oii which they are authorized
to lend OY advance money, and may re-sell the same as they may d'jein
adA'isable, — with power to do all acts that may be necessary for advanc-
ing such sums of money and for I'eceiving and obtaining repayment
thereof, and for compelling the ])ayment of all interest (if any) accruing
from such sums so advance;d, and the observance and fulfilment of any
condi*' ' amiexed to such advance, and the forfeiture of any term or
propeiT; v:oiisequent on the non-fulfilment of such conditions, or of con-
ditions entered into for delay of payment ; and to give receipts, acquit-
tances and discharges for the same, either absolutely and wholly or par-
tially, and to execute such deeds, assignments or other instruments as
mav be necessary for carrying any such purchase or re-sale into effect ;
and for all and every, and any of the foregoing purposes, and for every
and any other purpose in this Act mentioned or referred to, the Coni-

1877.

Incorporation fry Letters Patent. Cap. 43. 85

paiiy may lay out and apply tlio capital and property, for the time
neiti^, ot the (/oinpanv, or any pnrt thereof, or any of the moneys
iiuthori/ed to be heroaitor raiscjd or received by the Company in addition
to their capital for the time beinj;, with power to do, authorize and
exercise all acts and powers whatsoever, in the oi)inion of the Directors
of the Comi)any, recpiisite or expedient to be done or exercised in
relation thereto.

OO. The CompaTiy are hereby empowered to act as an agency
association, and for the interest and on behalf of others who may entrust
them with money for that purpose, and either in the name of the Com-
pany or of such others, to lend and advance money to any person or
persons, upon such securities as are mentioned in the last preceding eec-
tlon, or to any body or bodies corporate whomsoever, or to any munici-
pal or other authority, or any board or body of trusteea or commis-
sioners whatsoever, upon such terms and upon such security as to the
Company shall appear satisfactory, and to purchase and acquire any
securities on which they are authu.ized to advance money, and again to
re-sell the same ; and the conditions and terms of such loans and advan-
ces, and of such purchases and re-sales may be enforced by the Com-
pany for their benetit, and for the benefit of the person or persons or
corporation for whom such money has been lent and advanced, or such
purchase and re-sale made ; and the Company shall have the same power
m respect of such loans, advances, purchases and sales as are conferred
upon them in respect of loans, advances, purchases and sales made from
their own capital : and they nuiy also guarantee the repayment of the
principal or the payment of the interest, o. both, of any moneys entrust-
ed to the Company for iTivestment, and for all and every or any of the
foregoing purposes, may lay out and employ the capital and property,
for tlie time being, of the Comj^any, or any part of the moneys author-
ized to be raised by the Company, in addition to their capital for the
time being, or any moneys so entrusted to them as aforesaid, and may
do, assent to, and exercise all acts whatsoever, in the opinion of the
Directors of the Company for the time being, requisite or exi)edient to
be done in regard thereto ; and moneys of w^iich the repayinent of the
principal or payment of interest is guaranleed by the Company, shall,
for the purposes of this A.ct, be deemed to be money borrowed by the
Company.

91. Subject to the conditions and provisions hereinafter made,
the Directors may, from time to time, with the consent af the Com-
pany in general meeting, borrow money on behalf of the Company, at
such rates of interest as may be lawful under section ninety-seven of
this Act, and upon such terms as they may, from time to time, think
proper ; and the Directors may, for that purpose, execute any deben-
tures, mortgages, bonds or other intruments, under the common seal of
the Company, for sums of not less than one hundred dollars or twenty
pounds sterling each, or assign, traufer or deposit, by way of equitable
mortgage or otherwise, for the sums so borrowed, any of the documents
of title, deeds, muniments, securities or property of the Company, and
either with or without power of sale or other special provisions, as the
Directors shall deem expedient.

! ■'■'

IMAGE EVALUATION
TEST TARGET (MT-3)

1.0

I.I

11.25

8 125

U lU 122

z m

12.0

U III 1.6

d6 Cap. 43. incorporation hy Letters Patent.

40 Vi

ic.

©2. Subject to the conditions and provisions hereinafter made the
Directors may, from time to time, with the consent of the Company at
a general meeting, receive money on behalf of the Company on deposit
for such periods and at such rate of interest as may be agreed upon ;
and money so received on deposit . shall, for the purposes of this Act.
be deemed to be money borrowed by the Company.

•8. Provided always, —

1. That the Company shall not borrow money unless at least one
hundred thousand dollars of its subscribed capital stock has been
paid up ;

2. That the Company shall not borrow money unless at least
twenty per cent, of its subscribed capital stock has been paid up :

8. That if the Company borrow money by way of deposit, under
the ninety-second section, the aggregate amount of the sums so
borrowed by way of deposit, shall not at any time, whether the
Company borrows solely by way of deposit or also in other
ways, exceed the aggregate amount of its paid up capital, and of
its other cash actually in hand, or deposited by it in any chartered
bank or banks in Canada ;

4. That if the Company borrow money solely on the debentures
or other securities mentioned in the ninety-first section, and by
guarantee under the ninetieth section, and not by way of de-
posit, under the ninet^'-second section, the aggregate amount of
the sums so borrowed shall not, at any time, exceed four times
the amount of its paid iip and unimpaired capital, or the amount
of its subscribed capital, at the option of the Company ;

6. That if the Company borrow money both by way of debentures
or other securities or by guarantee, as aforesaid, and also by way
of deposit, then the aggregate amount of money so borrowed
shall not at any time exceed the amount of the principal moneys
remaining unpaid on securities then held by the Company, nor
shall it exceea double the amount of the then actually paid up
and unimpaired capital of the Company ; but the amount of
cash then actually m ihe hands of the Company, or deposited
by them in any chartered bank, or both, shall be deducted
from the aggregate amount of the liabilities which the Com-
pany has then incurred, as above mentioned, in calculating such
aggregate amount for the purposes of this sub-section :

6. Provided always, that in the event of any Company, now
incorporated, availing itself of the provisions of this Act for the
purpose of enlarging its powers to borrow money by deben-
tures, nothing herem contained shall be construed as affecting,
or in any wise impairing the right of the holders of debentures
issued by the said Company.

94. The Company shall not use any of its funds in the purchase
of stock in any other incorporated Company.

95. The Company may hold such real estate as may be necessary
for the transaction of their business, not exceeding in yearly value the
Bum of ten thousand dollars in all, or, as being mortgaged or hypothe-

1877.

Incorporation by Letters Patent Cap. 43. 87

cated to them, may bo acquired by them for the protection of their
invcBtments, and may, from tin.c to time, sell, mortgage, lease or other-
wise dispose of the same : Provided always, that it sliall be incumbent
upon the Company to sell any real estate acquired in satisfaction of any
debt within seven years after it shall have been so acquired, otherwise
it shall revert to the previous owner, or his heirs or assigns.

96* The Company when acting as an agency association may
charge such commission to the lender or borrower, or both, upon the
moneys invested on their behalf as may be agreed upon, or as may be
reaeonable in that behalf.

97. The Company may stipulate for, take, reserve and exact any
rate of interest or discount that may be lawfully taken by individuals,
or in the Province of Quebec by incorporated Companies under like
circumstances, and may also receive an annual payment on any loan by
way of a sinking fund for the gradual extinction of such loan, upon
such terms and in such manner as may be regulated by the by-laws of
the Company : Provided always, that no fine or penalty shall be stipul-
ated for, taken, reserved or exacted in respect of arrears of principal or
interest, which shall have the effect of increasing the charge in respect
of arrears beyond the rate of interest or discount on the loan.

98. A register of all securities held by the Company shall be
kept ; and within fourteen days jvfter the taking of any security an
entry or memorial specifying tue nature and amount of such security,
and the names of the parties thereto, with their proper additions, shall
be made in such register.

99. It shall be lawful for the Company to unite, amalgamate and
consolidate its stock, property, business and franchises with those of
any other Company or Society incorporated or chartered to transact a
like business, and any other business in connection with such business,
or any Building, Savings or Loan Company or Society heretofore or
hereaiter incorporated or chartered, or to purchase and acquire the
assets of any such Company or Society, and to enter into all contracts
and agreements therewith necessary to such union, amalgamation, con-
solidation, purchase or acquisition.

100. The Directors of the Company, and of any other such Com-
pany or Society, may enter into a joint agreement under the corporate
seals of «ach of the said Corporations, for the union, amalgamation or
consolidation of the said Corporations, or for the purchase and acquisi-
tion by the Company of the assets of any other such Company or So-
ciety, prescribing the terms and conditions thereof, the mode of carry-
ing the same into effect, the name of the new Corporation, the number
of the Directors and other ofticere thereof, and who shall be the first
Directors and officers thereof, the manner of converting the capital
stock of each of the said corporations into that of the new corporation,
with such other details as tliey shadl deem necessary to perfect such
new organization, and tlie union, amalgamation and consolidation of
the said corperations, and the after management and working thereof,
or the terms and mode of payment for the assets of any other such
Company or Society purchased or acquired by the Company.

I;'

88 Cap. 43. Jncot'p&roHon by Letters Patent.

40 Vic.

101. Such agreement ehall be submittod to the sharoholdere of
each of the said corporationB at a meeting thereof to be held separately
for the purpose of taking the same into consideration. Notice of the
time and place of such meetings, and the objects thereof, shall be given
by written or printed notices, addressed to each shareholder of the said
corporations respectively, at his last known post office address or place
of residence, and also by a general notice to be published in a news-
paper published at the chief place of business of such corporations,
once a week, for six successive weeks. At such meetings of share-
liolders such agreement shall be considered, and a vote by oallot taken
for the adoption or rejection of the same,— each share entitling the
holder thereof to one vote, and the said ballots being cast in person or
by proxy ; and if two-thirds of the votes of all the shareholders of such
corporations shall be for the adoption of such agreement, then that fact
shall be certified upon the said agreement by tne secretary of each of
such corporations, nnder the corporate seals thereof ; and if the said
agreement shall be so adopted at the respective meetings of the share-
holders of each of the saia corporations, tlie agreement so adopted and
the said certificates thereon shall be filed in the office of the Secretary
of State of Canada, and the said agreement shall, from thenceforth, be
taken and deemed to be the agreement and act of union, amalgamation
and consolidation of the said corporations, or the agreement and deed
of purchase and acquisition by the Company^ of the assets of such
Company so selling, as the case may be ; and a copy of such agreement
80 tiled, and of the certificates thereon properly certified, shall be evi-
dence of the existence of such new corporation ; Provided, nevertheless,
that due proof of the foregoing facts shall be laid before the Governor
in Council, and if deemed expedient by the Governor in Council,
letters patent shall be issued and notice thereof duly published by the
Secretary of State in the Canada Gazette, — after which the new cor-
poration may transact ^business.

102. Upon the making and perfecting of^thesaid agreement and
Act of consolidation, as provided in the next preceding section, the
several Societies, i)arti<>8 thereto, shall be deemed and tafeen to be con-
solidated, and to lorm one corporation by the name in the said agree-
ment provided, with a common seal, and shall possess all the rights,
privileges and franchises of each of such'corporations.

103* Upon tlie consummation of such Act of consolidation as
aforesaid, all and singular the business, property, real, personal and
mixed, and all rights and incideutu appurtenant thereto, all stock, mort-
gages or other securities, aubscrintions and other debts due on whatever
account, and other things in action belonging to such corporations or
cither of them, shall be taken and deemed to be transferred to and
vested in such new corporation without further act or deed : Provided
however, that all rights of creditors and liens upon the property of
either of such corporations shall be unimpaired by such consolidation,
and all debts, liabilities and duties of either of the said corporations shall
thenceforth attach to the new corr'>ration, and be enforced against it to
the same extent as if the said ots, liabilities and duties had been
incurred or contracted by it ; and provided also that no action or pro-

1877.

Incorporation by Letters Patent. Cap. 43. 69

ceeding, legal or equitable, by or against the said corporations so consol-
idated, or either of them, shall abate or be affected by such consolida-
tion, but for all the purposes of such action or proceeding such
corporation may be deemed still to exist, or the new corporation may be
substituted in such action or proceeding in the place thereof.

104* The Company shall transmit on or before the first day of
March in each year to the Minister of Finance a statement in duplicate,
to the thirty-first day of December inclusive of the previous year, veri-
fied by the oath ot their President or Vice-Presiaent and manager,
setting out the capital stock of the Company, and the proportion thereof
paid up, the assets and liabilities of the Company, the amount and na-
ture of the investments made by the Company, both on their own
behalf and on behalf of others, and the average rate of interest derived
therefrom, — distinguishing the classes of securities, and also the extent
and value of the lands held by them, under .the ninetv-fifth section, and
such other details as to the nature and extent of the business of the
Company as may be required by the Minister of Finance, and in such
form and with such details a« the said Minister may from time to time
requ'''e and prescribe : Provided always that in no case shall the Corn-
pan; ! bound to disclose the names or private affairs of any person
who luay have dealings with them.

105. " Tlie Canada Joint Stock Companies Letters Patent Act,
1869," is hereby repealed, in so far as regards the formation or incor-
poration hereafter, by virtue of any of the provisions thereof, of any
Company, the incorjioration of which is subject to the control of the
Parliament of Canada ; but every such Company heretofore incorpor-
ated by virtue of that Act or of any of the Acts thereby repealed, shall so
remain ; and no provision of such Acts shall, as touching any such Com-
pany, be in anywise affected by this Act.

And every application for the incorjioration of any Company, the
incorporation of which is subject to the control of the Parliament of
Canaaa, — pending at the time of the passing of this Act, under " The
Canada Joint Stock Compatiies Letters Patent Ad^ 1869," may be
proceeded with, and the incorporation may be obtained by virtue
thereof, as though this Act had not been passed.

lOO* A copy of every notice of issue of letters patent or supple-
mentary letters patent which, under the provisions of this Act, the Se-
cretary of State is required to insert in the Canada Gazette, shall forth-
with, 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 place where the head office or chief agency is
established. . •. .

10*7. Every corporation or institution incorporated without the
limits of Canada, which has been or may be authorized, under the pro-
visions of the Act passed in the thirty-seventh year of Her Majesty's
reign, chaptered forty-nine, to lend and invest money in Canada, shall,
by the agent or manager in Canada, make returns to the Minister of

90 Cap. 43. Incorporation by Letters Patent.

40 .Vic.

Finance, of all the buaineas done by it in Canada, at the same and in
the same ntamior aa if Buch corporation or institution had been incor-
porated luider the provisions of this Act.

SCHEDULE A.

Public notice is hereby j?iven, that under the Canada Joint Stock
Companies Act, 1877, letters patent have been issued under the great
seal of the Dominion of Canaoa, bearing date the
day of incorporating [h/'re state names, address and

caili/ng of each corporator named in tlie letters patent^ lor the puii^ose
of [Iwre state tlwundertakinyofthe Company, as set forth in the letters
patent^ by the name of \here ntate the name of tlie Compmiy, as in the
letie^r« patent], with a total capital stock of
dollars, divided into shares of

dollars.

Dated at the office of the Secretary of State of Canada, this
day of 18

A. B.,

Secretary.

SCHEDULE B.

Public notice is hereby given, that under The Canada Joint 6vock
Companies Act, 1877, supplementary letters patent have been issued
under the great seal of the Do^iiiiiiou of Canada, bearing date the

day of whereby the

total capital stock of [here state the name of the Company] is increased
[or decreased, as the case may he] from dollars

to dollars.

Dated at the office of the Secretary of State of Canada this
day of IS

A. B.,

Secretary.

SCHEDULE C.

Public notice is hereby given, that under The Canada Joint Stock
Companies' Act, 1877, supplementary letters patent have been issued
under the great seal of the Dominion of Canada, bearing date the

day of , whereby the

undertaking of the Company has been extended to include [here set out
the purposes or other objects mentioned in the supplementary letters
patent].

Dated at the office of the Secretary |of State of Canada this
day of 18

A. B.,

Secretary.

1874.

British CorporainAms^ towns by, dsc. Cap. 49. 91
CHAP. XHX,

An Act to authorize corporations and institutions incorpor-
ated without the limits of Canada to lend and invest
moneys therein.

Section. Seetion.

Preamble.

I. British Comiiany incorporated for lend-
ing money may be licensed by S«.'cre-
tary of State to carry on its business in
Canada. Proviso, real estate to be sold
withinfive years from time of itb acquisi-
tion by the corporation.

4. Formalities to be observed by licensed
corporation before commencing its
business in Canada.

Service of process in suits .igainst such

licensed corporations and proceedings

thereon.
Publication of notice of license or of

having ceased to carry on business in

any place.
Evidence on which ^licenses shall be is*

sue<l by^Secretary of State.
Fee for license.

[Assented to 2Gth May, 1874.]

WHEREAS, it would greatly tend to assist the progress of public
works and other improvements now going on within the Domi-
nion of Canada if facilities were offered to mstitutions and corporations
incorporated without the Dominion of Canada for the purpose of lending
moneys, to lend their money within the Dominion, and witn that object it
is expedient to confer on such institutions and corporations powers to
contract, and also to hold as security lands within the Dominion :
Therefore Her Majesty, by and with the advice and consent of the
Senate and House of Commons of Canada, enacts sis follows : —

1. It shall be lawful for any institution or corporation duly incor-
porated under the laws of the Parliament of Great Britain and Ireland, for
the purpose of lending, on receiving a license from the Secretary of State
authorizing it to carry on business within the Dominion of Canada, to
transact any loaning business of any description whatsoever within the
said Dominion of Canada, in its corporate name, except the business of
banking, and to take and hold any mortgages of real estate, and any
railway, municipal, or other bonds of any kind whatsover, on the
security of whicn it may lend its money at any rate of interest not ex-
ceeding the rate permissible, on such securities by the Acts incoporat-
ing similar Companies in the several Provuices 01 the Dominion, and
whether the said bonds form a charge on real estate within the said
Dominion or not, and also to hold sucli mortgages in its corporate name,
and to sell and tranfer the same, and to hold and convey the title to
real estate ac<juired as mortgages or chai'ges : Provided such corpora-
tion shall sell or dispose of the real estate so acquired within five years
from the time that the mortgage on the said real estate shall have
become due and payable under the terms of the instrument creating
such mortgage.

2. Every Company obtaining such license as aforesaid shall, before
the commencement of such business, file in the office of the Secretary of
each Province in which the Company proposes to do business, a certified
copy of the charter. Act of Incorporation, or articles of association of
8ucn Company, and also a power of attorney to the agent or manager

■ -li

93 Cap. 49. British Corporation*, loans by, dho.

37 Vic.

of siicli C^ompany, in such Province, signed by the President or Man-
aging Director and Secretary thereof, and verihed as to its authenticity
by the oath of tlie principal agent or manager of such Company in the
llominion, or by the oath of any person cognizant of the fact necessary
for its verification, wliich power of attorney must expressly authorise
such agent or manager as far a« respect* business done by sucli agent or
manager witliin sucli Province to accept process in all suits and pro-
ceedings agaiiist such Comj)any in the Province for any liabilites in-
curred by such Company therem, and must declare that service of pro-
cess on such agent or manager for such liabilities shall be legal and
binding on such Company to all intents and puqwses whatever, and
waiving all claims of error by reason of such service.

il. After such certified copy of the charter and such power of
attorney are filed as aforesjvid, any process in any suit or proceeding
against such Company for any liability incurred in any Province may
be served wyton such manager or agent in the same manner as process
may be served upon the proper ofticer of any Company incorporated in
sucli Province, and all proceedings may be had thereupon to judgment
and execution in the same manner as in proceedings in any civil suit in
such Province,

4* Every Company obtaining such license as aforesaid shall forth-
with give due notice thereof in the official Gazette and in at least one news-
paper in the county, city or place where the principal manager or agent
of such Company transacts the business thereof, and shall continue the
publication thereof for the space of one calendar month, and the like
notice shall be given when such Company shall cease or notify that
they cease to carry on business within the Province.

S. The Secretary of State may, if he see fit, issue such license as
aforesaid on being furnished with evidence of the due incorporation of
the Company (appljnng for such license) under the laws of the Imperial
Parliament of Great Britain and Ireland or of any foreign state, which
evidence shall be a certified copy of the chaiter. Act of incorporation or
articles, of association of such Company and on being furnished with a
power of Attorney from such Company to the person appointed to be
the principal agent or manager of such Company within the Dominion,
under the seal of such Company and signed by the President or Man-
aging Director and Secretary thereof, and verified by the oath of an
attesting witness, expressly authorizing such agent or manager to apply
for such license and the fee to be paid by such Company on the issumg
of such license shall be twenty dollars.

1880.

Mortgage on Real EsUtte^ Jntereit.
CHAP. XLII.

Cap. 42. 93

An Act relating to interest on moneys secured by mortgage

of real estate.

a«cti«ii

Preamble.

No interest recoverable in certain cases,

unless the mortgage contains a certain

statement as to principal and interest.

No rate recoverable beyond that shewn

in such statement.

, No fine allowed on payments in arrear.

SacUon.

Proviso: for interest on arrears of in-
terest.

4. Overcharge of fine or interest may be
recovered i>ack.

5. Mortgage may be discharge<l after five
years on certain conditions.

6. Act to appiv to mortgages made after
1st July, 1880.

[Assented to 7th Mag, 1880.]

WHEREAS it is expedient to make certain provisions concerning
interest on moneys secured by mortgaj^e 01 real estate : There-
fore Her Majesty, by and witli the advice and consent of tlie Senate
and Honse of Commons of Car.ada, enacts as follows :

]. Whenever any principal money or interest secured by mortgage
of real estate is by the same made payable on the sinking fund plan,
or on any plan under which the payments of principal money and
interest are blended, or on any plan which involves an allowance of
interest on stipulated repayments, no interest whatever shall be charge-
able, payable or recoverable, on any part of the principal money
advanced, unless the mortgage contains a statement showing the amouut
of such principal money and the rate of interest chargeable thereon,
calculated yearly or half-yearly, not in rdvance.

ft* Whenever the rate of interest shown in the statement referred
to in the next preceding section is less than the rate of interest which
would be chargeable by virtue of any other provision, calculation or
stipulation in tne mortgage, no greater rate of interest shall be charge-
able, payable or recoverable on the principal money advanced than the
rate snewn in the said statement.

3- No fine or penalty or rate of interest shall be stipulated for,
taken, reserved or exacted on any arrear of principal or interest which
shall have the effect of increasing the charge on any such arrear beyond
the rate of interest payable on principal money not in arrear : Pro-
vided always, that nothing in this section contained shall have the
effect of prohibiting a contract for the payment of interest on arrears of
interest or principal at any rate not greater than the rate payable ou
principal money not in arrear.

4« In case any sum is paid on account 01 ^.ly interest, fine or pen-
alty not chargeable, payable or recoverable under the foregoing sections,
such sums may be recovered back or deducted from any other interest,
fine or penalty chargeable, payable or recoverable on the principal.

S. Whenever any principal money or interest secured by mortgage
of real estate is not, under the terms of the mortgage, payable till a
time more than five years after the date of the mortgage then in case

W Cap. 42. Mortgage on Real Eatnte, Interest.

43 Vic.

at any time after the expiration of audi five years, any person liable to
pay or entitled to redeem the mortgage, tenders or pays to the person
entitled to receive tlie money, the amount due for principal money,
and intereiit to the time of payment as calculated under the foregoing
sections, together with three months' further interest in lieu of notice,
no further interest shall be chargeable, payable or recoverable at any
time thereafter on the principal money or interest due uuder the
mortgage.

6. This Acl shall aj^ply to all moneys secured by mortgage on real
estate executed after the hrst day of July, in the year of our Lord one
thousand eight hundred and eighty.

CAP. CLXIII.

An Act to authorize Corporations and Institutions incorpo'
ated out of Ontario to lend and invest moneys therein.

Section.
I. Certain

Institutions incorporated by the
Parliament of Great Britain or Canada
may raceive a license to -irry on busi-
ness in Ontario.

Property acquired to be re-sold within
five years from acquisition.

Evidence whereon license may issue.

Section.

4. Fee for license.

5. Notice of Company Iwing licensed.

6. Charter of Company and power of attor-

ney to agent in Ontario to l)e filed with
Provincial Secretary.
7 Service of process on the Company.

HER MAJESTY, by and with the advice and consent of the Legisla-
tive Assembly of the Province of Ontario, enacts as follows : —

1* Where any institution or corporation duly incorporated under
the laws of the Parliament of Great Britain and Ireland, or of the Do-
minion of Canada, for the purpose of lending or investing moneys, is
authorized by its statute, charter or instrument of incorporation to lend
money in this Province, such institution or coi-poration may apply for
and receive a license from the Provincial Secretary authorizing it to
carry on business within Ontario, to transact any loaning business of
any description wliatever (except th j business of Banking) within On-
tario in its corporate name and to tike and hold any mortgages of real
estate, and any railway, municipal or other bonds of any Icind whatso-
ever, and on the security of which it may lend its money, and whether
the said bonds fonu a charge on real estate within the said Province or
not, and also to hold such mortgages in its corporate name, and to sell
and transfer the same at its pleasure, and in all respects to have and
enjoy the same powers and privileges with regard to lending its moneys
and transacting its business within the said Province as a private indi-
vidual might have and enjoy, so far as is within the legislative authority
of this Province. 39 V. c. 27, s. 1.

2« Such corporation shall sell or dispose of any real estate to which
it may acquire a title in fee simple by foreclosere or by the release of
the eauity of redemption therein, within five years from the date of
such foreclosure, and any real estate which is not within the said period

theP

mm^

Loan Companies out of Ontario. Ca\x 103.

disposed of as hereinbefore required shall bo forfeited to and Iwcorao
vested in the Crown. 39 V. c. 27, s. 1.

3« The Provincial Secretary may, if he sees lit, issue such license
us aforesaid on being furnirthed with evidence of the due incurporntion
of the Company applying for such license under the laws of the Impe-
rial Parliament of Great Britain and Ireland, or of the Dominion of
Canada, which evidence shall be a certified copy of the charter, Act of
incorporation, or articles of association of such Company, and on being
furnished with a power of attorney from such Company to the person
appointed to l>e the principal Maiuiger or Agent of such Company
within this Province, under the seal of such Company, and signed by
the President or Managing Director and Secretary thereof, and verified
by the oath of an attesting witness expressly authorizing such Manager
or Agent to apply for sucTi license. 39 V. c. 27, s. 5.

4* The fee to ])e paid by such Company on the issjiing of such
license, shall be such sum as may be fixed oy the Lieutenant-Governor
in Council. 39 V. c. 27, s. 5.

9. Every Company obtaining sutih license as aforesaid shall forth-
wit!* give due notice tliereof in the Ontario Gazette and in at least one
newspaper in the County, City or place where the princijjal Manjigeror
Agent of such Company in the Province transacts the business thereof,
for the space of one calendar month, and the like notice shall be given
when such Company ceases or notifies that it ceases to carr> on business
witliin the Province. 39 V. 3. 27, s. 4.

6. Every Company obtaining such license as aforesaid shall, before
the commencement of such business, file in the oflBce of the Provincial
Secretary a certified copy of the charter. Act of inc-'oi-poration, or
articles of association of such Company, and also a power of attorney to
tJie Principal Manager or Agent of such Company in the Province of
Ontario, signed by the President or Managing Director and Secretary
thereof, and verified as to its authenticity l)y the statutory declaration
of the principal Manager or Agent of such Company, or of any person
cognizant of the facts necessary for its verification, which power of
attorney shall expressly authorize such Manager or Agent, as far as
respects business done by such Manager or Agent within the said Pro-
vince, to accept process in all suits and proceedings against such Com-
pany in the Province for any liabilites incurred by such Company
therein, and shall declare that «ervice of process on such Manager or
Agent for such liabilities shall be legal and binding on such Company
to all intents and purposes whatever, and waiving all claims of error by
reason of such service. 39 V. c. 27, s. 2.

T* After such certified copy of the charter and sucli power of
attorney are filed as aforesaid, any process in any suit or proceeding
against such Company for any liability incurred in the Province may bS
served upon such Manager or Agent in the same manner as process
may be served upon the proper officer of any Company incorporated in
the Province, and all proceedings may be had thereupon to judgment
and execution in the same manner as in proceedings in any civil suits in
the Province. 39 V. c. 27, s. 3,

Iff!

il . Gap. 164.

Building SooietiM.
CHAP. CLXIV.

An Act reBpecting Building Societies.

BmUod.

Rulei

|. Intt 'pretation clause; Society:

Ke I Estate; Securities,
a. Socie ics how incorporated. Powers of

Soci "ty. In formine a .Society under

this \ct, the wor<[s "Building" or

"Soc ety" may be omitted.
3 Meml»e. s of Society may make niles,

etc., impose fines, etc.

4. Society L v rule to <leclare objects of So-

ciety ari 1 declare how moneys to be
applied.

5. Moneys not to be misapplied under pen-

alties.

6. Rules to l>e . ecorded in a l>ook.

7. Entry of rule in books, notice to mem-

iK-rs.

8. Examined cop ' of rules entered in Ixwk

to be evidenc.-.

9. Rules not to 1h removed by certiorari.

10. Rules entered in ')Ook not to be altered

except at a gene al meeting. Quorum
of members for a'tering by-laws

11. Rules to specify tin e and place for hold-

ing meeting.
13. Society from time to time to elect Direc
tors.

13. Powers of Directors \o bf. declared by

rules.

14. Powers of Directors it certain cases to

be recorded in books > >f Society.

15. Concurrence of majori y of Directors

necessary.

16. Acts of Directors to lie bi iding.

17. Proceedings of Directors f.o bie entered

in l)Ooks of Society.

18. Directors to appoint officer ■.

19. Persons in service of Socie y to furnish

security.

20. Society may take and hold real estate

mortgaged by Society for c >rtain pur-
poses.

31. Society may purchase and sell md lend
on certain securities.

aa. May forfeit shares. May exptl mem-
l>ers. May sue for amount of shares.

33. May sue in Division Court.

34. Except in cases of withdrawal, me nbers

not to receive profits on share till alue
of same realized.

35. Society may receive bonus in additioi to

interest.
a6. Society may sell real estate mortgagt 1
in certain cases.

37. Representatives of officers of Society to

deliver over papers and moneys after
demand.

38. Property of Society vested in President

and Treasurer.

39. President and Treasurer may bring and

defend suits.

30. .Suits not to abate by death or removal

from office.

31. President and Directors relieved from

responsihilitjr.
33. Rules to provide that Secretary shall fur-
nish annual statement of funds.

33. .Secretary's statement to be attested by

auditors.

34. hn extends to aliens, females and bodies

rporate.

35. ^ i(>er or investor in Building Society

may nominate a successor ; ditpositicm
of funds of intestate member; when
mistaken payments valid as against the
Society.

36. Disposition of proceeds of sale under

mortgages.

37. Rights of execution creditors.

38. I'reaml>le; 9 V. c. 90; Permanent Socie-

ties having fulfilled certain conditions,
declared to be within this Act ; and
their subscribers to be memliers ; 9 V.
c. 90, s 5, C.S.U.C. c. 53, s. 13 ; evi-
dence of membership.

39. How by-laws of Permanent Societies

may be passed or amended.

40. Members may vote by proxy.

41. Amount to which Societies may borrow

money, limited.
43. Shareholder whose share is paid up,
may receive or invest the amount. As
to paid up shares in full. As to bor-
ing money.

43. Advances on security of investiing on

unadvanced shares.

44. Directors may close subscription of

shares.

45. Members may determine at a general or

special meeting to close subscription of
shares.

46. Shares to be immediately advanced ex-

cepted.

47. Liability of shareholders limited.

48. Holding real estate.

49. Society not bound to see to execution of

trusts or application of moneys paid on
receipt, etc.

50. Society may lend money to others than

its memlx;rs ; proviso as to rules aflfect-
ing borrowers.

51. Repayment and recovery of money ad-

vanced and interest thereon,

53. Power to borrow money on debentures.

Not to exceed their mortgages ; liabi-
lities and principal on mortgages, how
estimated. Deductions to be made in
estimating the paid-up capital.
5j Reserve Fund.

54. Amount and form of debentures.

55. Notice of intention of Society to avail

itself of the increased borrowing powers

! i i^i.

n>nftlhnj Son'cttcM.

Cap. 104. 97

Motion.

56. Director! may make or nmcml hy-lnwx,

etc. Conhrmntion \>y Hharchiildcm
Alteration at general nu-eiing.

57. I'owcri of nireclors of Society.

58. Powers of Directors.

59. lly-lnws nnti docimiciits of .Societ),

when authentic and prima fndt evi-
dence.

60. Anialgnniati.in of Societies.

61. Joint a(;rccintnt iMjtween Directors pro-

posing to anuxignniate, \e.

62. To he submitted to shareholders of each

Society for consideration.

63. \'ole by l)alii>t to iK'Iakcn. Agreenu-nt,

if adopted, to l>e filed with Provincial
Secretary.

64. I'iMin completion of consolidation, the

new cor|iorati(m to pr)ssess rijjhts,
|x>wer$, etc., and he siiliject to duties,
etc., of each of united societies.

65. All pro|)ertv and rijjhls ve;ted in new

cor|)oratioh without further act or deed.
Proviso, as to rights of creditors, etc.,
of either of cor|M>rations. Proviso as
to actions .igainst.

B«ptlon.

66. Au<litors and directors, their npnoint-

menl, remuneration, etc. Scale of
votes.

67. .\nnual statement of assets and lithilitics

etc., to Im: transmitted to Provincial
Treasuier.

68. .Statement to he attested on oath, and to

Ih: puhlished. Penalty for non-trans<
mission.

69. In case (if non-transmission, or had con-

dition of the Society, their |M)wer to
hoirow may he stayed.

70. Kusiness may l>e stayed hy the I'rovin-

cial Treasurer on examination an<!
re|Mirl of false slatemeni, or h.id con-
dition or refusal to show UHiks.

Notice hy Treasurer of intent to slay
husiness of Society.

Power to change name.

Notice of intent to change name.

I'rcKedure on change of name.

Conlirmation of all ads done under 37
V. c. 50. (Dom.) Changes of name
confirmed.

To what Societies this Act applies.

72-
U-
74-
75-

76.

Hp]R MAJESTY, l»v and with tlu* advice and conMjiit of the FjCgiH-
lative Assembly o^ \\\v Province of Ontario enacts as follows: —

1. In the construction of this Act, —

(1.) "Society" shall include and mean Building Society imd Insti-
tution establishetJ under the jJi-ovisioMs andauthority of this Act, or any
former Act respecting l>uilding Societies,

(2.) "Rules" shall include rules, ordere, l»y-lawB, and regulations;

(3.) "Real Estate" shall extend and apply to immovable estate and
property geiierally ; and

(4.) "Securities" shall extend and apply to privileges, mortgagoa
(equitable as well as legal), and incumbrances upon real and immovaolo
estate, as well as to other rights and privileges upon personal estjite imd
property. C. S. U. C. c. 53, s. 35.

2. In case any twenty or more persons agree to constitute them-
selves a Building Society, tind execute, under their respective hands
and seals, a declaration to that eflfect, and deposit the same with the
Clerk of the Peace in the County in wliich they reside (who for re-
ceiving such deposit shall be entitled to a fee of fifty cents), such pt^r-
Bons, and such other persons as afterwards become members of the
Society, and their several and re8pecti\'e executore, administrators and
assigns, shall be a corporation, botlv corporate and politic, as a Build-
ing Society, by the name and styfe mentioned in such declaration, for
raising by monthly or other periodical subscriptions of the several
members of the Society, in shares not exceeding the value of four hun-
dred dollars for each share (tind in subsciptions not exceeding four
dollars per month for each share), a stock or fund to enable each mem-
ber to receive out of the funds of the Society the amount or value of
his shares therein, for the pui-pose of erecting or purchasing one or

98 Cap. 164.

Building Societies.

moi-e dwelling liouse or houses, or other freehold or leasliold estate, or
for any other purpose whataover, and the amount or va'ue of sucli
shares shall be secured to the Society by mortgage or otla.M'ise on any
i-eal estate belonging to the mem1)er at the time of his boiTowing money
from the Society, or on any other real estate acquired by such member,
until the amount or value of his shares, with interest thereon, have been
fully paid, together with all fines or liabilities incurred in respect there-
of. C. S. U. C. c. 53, 8. 1.

2. In constitutino; a Building Society under this Act it shall
not be necessary that the de(tlaration of agreement to that eifect shall
refer to, or use the word " Hiiildiiig" or the word "Society," or. that
the body incorporated under such Act be designated by use of either of
eitlier of such words. 3J> V. c 32, s. 2^.

J{. The several members of the Society may from time to time
assemble together, and make such proper rules for the Govennnent of the
same as the majority of members so assembled deem meet, so as such
rules are not repugnant to the provisions of this Act, or any other law
in force in Ontario; and they may ini|)ose and iiiHict such reasonable
fines, penalties and forfeitures upon the several mendiers (»f the Society
infringing such rules a.s the ma](»rity of the mem])ers think tit, and to
be respectively paid to such uses, for the benefit of the Society, as the
S<»cietv by such rules direct; and they may also from time to time
amend or rescind such mles, andnuike uvw rules in lieu there(»f, under
such restrictions as are in this Act contained. (/. S. U. ( ■. c. 53, s. 2.

4. Every such Society shall, in or by one or more of their niles,
declai"e the objects for which the Societv is intended to be established,
and thereby direct the purposes to which the money from time to time
subscribed to received by and belonging to the Societv, shall be appro-
priated, and in what shares or proportions and under wliat circumstances
any member of the Society, or other person, may become entitled to
the same or any part thereof. C. S. IL C/. c. 53, s. 11.

9. All such rules shall be complied with and enforced ; and the mon-
eys so subscribed to, received by orbeloiiging to the Society, shall not
be diverted or mi8a])plied either by the Treasurer or Dirc-T irs, or any
other officer or member of the Society entnisted therewith, under such
penalty or forfeiture as the Society by any rule inflicts for the offence.
C. S. U. C. c. 53, s. 12.

6. The rules for the mangement of every such Society shall be
recoi-ded in a b«M)k to be kei)t for that purpose, and such book shall be
open at all seasonable times for the inspection of the members. C. S.
Ij. C.c, 53, s. 13.

T. The niles so recorded shall be binding on the several inembei*8
and officers of the Society, and the several contributors thereto, and their
representatives, and thev shall be deemed to have full notify; thereof l»y
such record. C. S. V. C. c. 53, s. 14.

H, The entry of the rules in "^he books of the Society, or a tnie
copy of the sjime, examined with the orignal and proved to be a true
copy, shall be received as evidence thereof. 0. S. IT. C. c. 53, s. 15.

in a
c. 53,

and th(
of sue

Bi( ihlhuj Society's.

Cap. ir>4. 99

moved

». Sncli niles Khivll not, l»y artioi'arl or other legal process, l»e re-
)d into any of Her Majesty's ( Vmrts of record. ('. S. v. {.). c. 53,8. lt>.

10. No rnle so recorded as aforesaid shall l»e altered or rescinued,
unless at a genera; inc^eting of the members, convened by public notice
written or printed, eigned by the Secretary or T*resident of the Society
in pui"8uance of a reipiisitioii for that purpose made by not less than
iifteen of the members, stating the objects for which the meeting is
called, and addressed to the President and Directors ; and each mem-
ber of the Society sliall, within fifteen days after such re(piisition, l>e
notified through the Post Office of the proposed alterations.

2. It shall be lawful at any general meeting convened under this
section for two-thirds f>f the shareholders tliere j)re8ent in person, or
by proxy, representing not less than one-half the amoutit paid uj) on
investing shares, to alter, repeal or amend any f»?' the rules or by-laws
of such S'-ciety. C. S. IT. C. c. 53, s. 17: 29" V. c. 38, S. 5.

11. The rules of the Society shall specify the place or places at
whicli it is intended that the Society shall hold its meetin{;8, and shall
contain provisions with respect to the powers and duties of the mem-
bers at large, and of the officers aj)pointed i'or the management of its
affaire. C. S. U. C. c. 5:5,8. 18.

13. Every such Society shall, from time to time, elect and appoint
any number of the members of the Society to be a Board of Directore,
the nund)er and qualilication thereof to be declared in the rules of the
Society, and may delegate to such Directors all or any of the powers
given by this Act to be executed. C. S. U. C. c. 53, s. 5.

ItS. The powers of the Directors shall be declared by the rules of
the Society, and they shall contiinie to act during the time appointed
by such rules. C. S. V. Q. c. 53, s. 6.

14. In case Directors are appointed for any particular purpose,
the powers delegated to them shall be reduced to writing and entered
in a book by the Secretary or Clerk of the Society. C. S. U. C).
c. 53, s. 7.

15. The Directors shall choose a President and Vice-President,
and they shall in all things delegated to them act for and in the name
of such Society, and the concurrence of a majority of the Directors
present at any meeting shall at all times be necessary in any act of the
Board. C. S. U. C. c. 53, s. 8.

lO. AH acts and ordere of such Directors, under the powers
delegated to them, shall have the like force and effect as the acts
and orders of the Society at a general meeting. C. S. U. C. c. 53, s. 9.

17. The transactions of the Directors shall be entered in a book
belonging to the Society, and shall at all times be subject to the review,
allowance and disallowance of the Society, in such manner and form
as the Society by their general rules direct and appoint. C. S. U. C.
c. 53, 8. 10.

VH, The Directors shall from time to time, at any of their usual
meetings, appoint such persons as they think proper to be officers of

100 Cap. ir)4.

BuiMing Son dies.

tlie Society, grant sncli salaries and emoluments as they deem fit, and
pay the necessary expenses attending the management of the Society ;
and shall from time to time wlien necessary elevt such persons as may
he necessjiry f(^r the purposes of the Society, for the time and for the
purpose expressed in the ndes of the Society, and may from time to
time discharge such persons, and appoint otliers in tlie room of those
who vacate, die or are discliarged. 0. S. U. C. c. 53, s. 19,

19. Every officer or other pei-son ap])ointed to any office in any-
wise concerning the receipt of money shall furnish security to the satis-
faction of the Directors for the just and faithful execution <>t the duties
of his office according to the Ilules of the Society, and any person
t;ntrnsted with tlie performance <tf any (»ther service may he repuired
hy the Directors to furnish similar security. ;»{♦ V. c. 32, s. 11.

20. Every such Society may take and hold any real estate, or
securities tliereon, bona Jiflf mortgaged (»r assigned to it, either to
secure the payment of the shares suhscrihed f(»r by its members or to
secure the paymcjit of any loans or advances made by, or debts due to
the Society, and may proceed on such mortgages, assignments or otlier
securities, for the recovery of the nunieys thereby secured, either at
I^aw or in E(|uity or otherwise, and generally may pursue the same
course, exercise the sanie powei*s. and take and use the same remedies
to enforce the payment of any debt or demand due to the Society, aa
anv person or body corjiorate mav by law take or use for a like pur-
pose. C. S. V. V. c. 53, s. 21.

31. Any such Society may i)urcliase mortgiiges upon real estate,
debentures <»f Municipal Corporations, or of Pul)lic School CV>rpora-
tions, or Dominion or Provincial stock or securities; and may re-sell
any such securities as to it seems advisable, and for that ])urj)ose may
execute such assignments or otlier instruments as may Ix! necessary for
carrying the same into effect; and any such So(nety ni.y also, in con-
formity with the laws of (^anada, make advances to any person or per-
sons or body corporate upon any of the above mentioned securities at
such lawful rates of discount or interest as may be agi'ced upon. 3t) V.
c. 32, s. 4. [See aJfto 37 V. c. 50, s. 4 ( DV |

32. Every such Society may de(!lare forfeited to the Society the
shares of any member who is in default, or who neglects to pay the
number of instalments or monthly subscriptions fixed by any stijnilation
or by-law, and may expel such meml)er from the Society, and the Secre-
tary shall make a minute of such forfeiture and exjmlsion in the books
of the Society; oi" instead of such forfeiture and eximlsion, the Society
may recover the arreai*s by an action of debt. C. S. IT. C. c. 53, 8. 23.

2Ii. If tlie amount in arrear does not exceed forty dollars, the
action mav be brought in the Division Court of the division wherein
the office of the Society is kept. C. S. V. V. c. 53, s. 24.

24. Exce])t in the cjise of the withdrawal of a member, according to
the rules of the Society theii in force, no member shall receive, or be
entitled to receive, from the funds of the S(»ciety any interest or divi-
dend by way of annual or other peri(»dical j)rofit upon any share in the
Society until the amount or value of his share has bfcen realized. C, S.
U. C. c. 53, s. 3.

"■''If J

B wiUlhi (J Soc leties.

Cap. 164. 101

!J»5. Every hucIi Society may, besides intercut, receive from any
nieiuher a bonus on any share fur the privilefjce of receiving the wune
in advance ])ri(»r to the same beinjj; realized. (J. S. U. C c. 53, s. 4.

20. Wherever any such Society has received from a sliarehohler an
awiffnnient, morti^aj^e or transfer of any real estate to secure the pay-
ment of ajiy advances, and containinjjj an autliority to sucli Society to
sell the real estate in case of non-payment of any stipulated imnd)er of
instalments or sum of money, and to .i])ply the proceeds of such sale to
the payment of the advances, interest and other charijes due to the
Society, such stipulations and at^reenients shall be valid and binding,
and the Society may cause the same to be enforced eifher by foreclosure
or by an action or proceeding in either of iler Majesty's Su])erior
Courts of Common Law; and in such action the venue shall be laid in
the County in which the lands lie, and the action may be brought in
the namL's of the President and Treasurer of the Society, describing
them as such, or in the corporate name of the Society. C.S.U.C.
c. 53, s. 25.

27. If any person ap|)ointed to an office by the Society, and being
entnisted with and having in his ]>ossession, by virtue of his office, any
moneys or effects belonging to the Society, or any deeds or securities
relating thereto, dies or Ijecomes bankni))t or insolvent, his legal repre-
sentative, or other ])erson having a legal right, shall, within fifteen days
■ifter demand made by the order of the Directors of the Society, or tlio
1 ijor part of them, assembled at any meeting thereof, deliver over all
tilings bek)nging to the Society to such persons as tlie Directors appoint.
C. S. IT. C. c. 58, s. 26.

*ZH. All real and personal estate, property and effects, and all
titles, securities, instruments and evidences, an<l all rights and claims of
or belonging to the Society, shall be vested in the I*resident and Treas-
urer and their successors in ofHce for the time being, for the use of the
Society and the respective membei's thereof, according to their respect-
ive claims and interests, and shall, for all purposes of bringing or defend-
ing actions or suits, be deemed to be, and sliall be stated to be, the
property of the Pi-esident and Ti'easurer, in the proper names of the
President and Treasiirer for the time being. C. S. V. C. c. 53, s. 27.

J80. The President and Treasurer may bring or defend any action,
suit or prosecution, respecting any property, right or claim aforesaid,
and may sue and be sued, plead and be impleaded in their proper
names as President and Treasurer of the Society without other descrip-
tion. C. S. r. C. c. 58, s. 2S.

JIO. No such suit, action or jn-osecution shall be discontinued or
abated by the death or removal fi'om (tflice of the President or Treas-
urer, but shall continue in their names; and the succeeding President
and Treasurer shall have the same rights and liabilities, and shall pay or
niceive like costs as if the action, suit or prosecution had been com-
menced or been defended in their names, for the benefit of or to he satis-
tied out of the funds of the Society. C. S. U. C. c. 53, s. 29.

109 Cap. 164.

Bui/dim/ SovJetu'tt,

1i I ■ t

31. Tlic PrcKideiit, Vice-PreHident and Directors of the Societv,
in their private capacity, shall be exonerated from all responsibility in
relation to the liabilities of the Society. C S. U. C. c. 53, s. 31.

'A*i. The rules of the 8o(.'iety shall pro\-ide that the Treasui'er or
other principal officer thei'eof shall, once at least in every year, prepare
a general statement of the funds and eifects of or belonging to the
Society, specifying in whose custody or possession such funds or effects
are then remaining, together with an account of all sums of money
received or expended by or on account of the Society since the publi-
cation of the preceding periodical statement. C S. IJ. C. c. 53, s. 32.

<t3. Every such periodical statement shall be attested by two or
more members of the Society, not being Directors, appointed Auditor
for that purpose, and shall be countersigned by the Secretary or Clerk
of the Society, and every member shall be entitled to receive from the
Societv without charge a copy of such jieriodical statement. C. S. U.
C. c. 53, 8. 33.

JJ4. This Act shall for all pui'poses extend to aliens, denizens and
females ; and co-partners and corporate bodies may hold shares in any
Society incorporated under the provisions of this Act, in the same man-
ner as single individuals ; and this Act shall be construed in the most
beneficial manner for promoting the ends thereby intended. C. S. U.
C. c. 53, 8. 3-1:.

35. A member of, or investor in, or depositor with any Building
Society having a sum of monej' in the funds thereof not exceeding
two hundred dollars, uuiy from time to titue nominate any person or
j)ersons (such person or person being within the Statute of Distribu-
tions) as successor or successors at death of such member or depositor,
provided that such nomination is made in writing, and duly deposited
with the Secretary or Manager of the Society ; and upon receiving a
statutory declaration of the death of the nominator, the Society shall
substitute the name of the nominee on its books in the place of the
nominator, or may immediately j)ay to the nominee the amount due to
the deceased member or depositor.

2. If any member, investor or depositor with the Society having
in the funds thereof a sum of money not exceeding two hundred dol-
lars, dies intestate and without making any such nomination, then the
amount due shall be paid to the ])erson who appears to the Society to
be entitled under the Statute of Distributions to receive the same
without taking out letters of administration, upon the Society receiv-
ing a statutory declaration of death and intestacy, and that the person
so claiming is entitled, as aforesaid.

3. Wherever the Society, after the decease of any member or
depositor, has paid any such sum of money to the person who at the
time appeared to be entitled to the effects of the deceased, under the
belief tnat he died intestate without having appointed any nominee,
the payment shall be valid and effectual with respect to any demand
from any other person as next of kin or as the lawful representative of
such deceased member or depositor against the funds of the Society ;

Jimhtiny Societies.

Cap. 164. 103

but nevertheless, such next of kin or representative shall have his law-
ful reinedy for the amount of such payment as aforesaid against the
person who has received the same. 38 V. c. 18, s. 6.

JIO. In case of a sale of property mortgaged to the Society, any
sprplus not exceeding two hundred dollars over and above the amount
due to the said Society, and costs, derived from sale under power of
sale of any property mortgaged to the said Society, and over and above
any claim of an execution creditor as hereinafter provided, where the
mortgagor or his assigns died intestate, shall be and is hereby declared
to be personal property, whether such sale took place before or after the
death of the mortgagor or person entitled to the equity of redemption ;
except that, in all such cjises, the widow of the intestate shall be entitled
to a third of such surplus absolutely in satisfaction of her dower, and the
Society shall have the like powers as to paying such surplus over with-
out probate, or letters of administration, to such widow and next of kin,
according to their respective interests, as is conferred by the thirty-fifth
section of this Act upon the Society in case of depositors and members
dying intestate. 38 V. c, 18, s. 7.

37. Nothing in the preceding section shall prejudice the right of
any execution creditor in respect of any right or lien he may have in
respect of such surplus or any portion thereof to the amount of the
execution in the hands of the Sheriff. 38 V. c. 18, s. 8.

PERMANENT BLILDINO SOCIETIKS.

*iH. Whereas under the Act pas^ed in the ninth year of Her
Majesty's reign, entitled An Act to encourage the establislirnent of cer-
tain Societies, commonly called Building Societies, in that part of the
Province of Canada formerly canstitutiny Upper Canada, certain
Building Societies have been es(al)lished called Permanent Building
Societies, which have in a great measure superseded those Societies
called Terminating Building Societies, and are conducted on more cer-
tain and equitable principles than the said Terminating Building
Societies, by enabling persons to become membei-s tluirooi at any time
for investment therem, or to obtain the advance of their shares or share
by giving security therefor, and to iix and determine with the said
Society the time when and amount at which such members shall repay
such advanced share or shares, and obtain the release of the said security,
without being liable to the contingency of losses or profits in the busi-
ness of the said Society ; And whereas doubts had arisen as to whetlier
such Permanent Building Societies were within the meaning and inten-
tion of the said recited Act; Therefore, ary Permanent Building
Society established under the said hereinbefore recited Act, and the
Acts amending the same or under the fifty-third chapter of the Con-
solidated Statutes for Upper Canada, or hereafter established under
this Act, and conducted on the principle hereinbefore mentioned, which
has fulfilled and observed or wliich fulfils and observes all the condi-
tions necessary to be fulfilled and observed for the establishment of a
Building Society under the said recited Acts, or under this Act (as the
case may be), shall be and the same is hereby declared to be and to have
been a Building Society within the 'neaning and intention of the said

, >

X '

■11 wr

104 Cap. 1<J4.

tiuiUUnq SoHetiex.

f ■■

recited Acts and of thin Act, and to l»c and to have been entitled to all
the j)o\vers, l)enefits and advantages of the said recited iVcts and of this
Act; and any pers(»n or persons \vh<t have signed tliu rnles and regula-
tions of any such Ihiilding Society entered and recorded in a hooK, aw
in the fifth section of the said recited Act, passed in the ninth year of
Her Majesty's reign, and in the thirteenth section of the fifty-third
chapter of the (/onsolidated Statutes for Upper ( -anadaand in the sixth
section of .this Act is re<jnired. and have sunscrihed his or their name or
natnefi a« a shareholder or shareholders for one or more shares, shall, from
the time of such signature and subscription, be and he deemed to have
been a member or members of such Building Society; and the produc-
tion of the l)ook containing the rules for the management of wich
Society, kept as aforesaid signed by such person and duly witnessed,
shall, at all times and for all purposes, be sufiicient evidence of member-
ship in such P.uilding So(!iety. ( '. S. IT. C. c. 53, s. 3«.

SO. Any Permanent Building Scticty may alter, amend, repeal
or create any regulation, rule or by-law for the working of the said So-
ciety, at a public meeting of the members of such Society, convened as
is directed by the tenth section of this Act, and at which public meet-
ing one-third of the members of the said Society, entitled to vote by
the rules of the said Society, and rejireeenting not less thaJi two-thirds
of the unadvanced stock of such Society, do, either in writing under
their hand or by a vote at such meeting, concur in such alteration,
amendment or repeal of such regulation, rule or by-law, or in the crea-
tion of any n^w rule, regulation or by-law. C. S. U. C. c. 53, s. 37.

40. Any member entitled to vote at any meeting of any Perma-
nent Building Society, held under the last preceding section, may be
represented and vote at such meeting by his proxy such proxy being a
member of such meeting. 29 V. c. 38, s. 4.

41. Except as provided in, and subject to, the fifty-second to
fifty-fifth sections, every such Society, by its rules, regulations and by-
laws authorized to borrow money, shall not borrow, receive, take or
retain, or otherwise tliaii iji ctock and shares in such Society, from any
person or persons, any greater sum than three-fourths of the amount of
capital actually paid in on unadvanced shan and invested in real
securities by such Society ; and the paid in and subscribed capital of
the Society shall be liable for the amount so borrowed, received or
taken by any Society. C. S. U. C. c. 53, s. 38.

42. When any share or shares in any Society have been fully paid
up according to the rules of the Society, or have become due and pay-
able to the holder thereof, then and in such case the holder of such
share or shares may either withdraw the amount of his share or shares
from the said Society, according to the rules and regulations thereof,
or invest the amount of his said share or shares in the Society, and
receive therefrom periodically such proportion of the profits made by
such Society as may be provided for by a by-law to be passed for the
purpose ; and the amount of such share or shares so invested shall
become fixed and permanent capital or shares in the said Society, not
withdrawable therefrom, but transferable the same manner as other
shares in the said Society.

BmliliiHj Societies.

Cap. 164. 1U5

2, Any share or sliaroB may, at any time, be paid up in full and
capitali/ed at once, as permanent stock, and any sucli share or shares
heretofore paid in full, of in part, shall be as valid as if the same had
been paid by periodical or other subscripiion.

3. No such Society hereafter to be established shall borrow money
or receive deposits until not less than one hundred thousand dollars of
stock has been subscribed, and not less tiian forty thousand dollars hiis
been actually paid thereon. C. S. U. C. c. 53, s. 39 : 29 V. c. 38, s. 7.

48. Such Society may advance to membei-s on the security of in-
vesting on unadvanccd shares in the said Society, and may receive and
take from any peison or persons, or bodies corporate, any real or per-
sonal security of any nature or kind whatever as collateral security for
any advance made to members of the Society. C.S.U.C. c. 53, s. 40.

44. The Directore of any such Society at an}' time, and from time
as they may think expedient may, by resolution, close for any specified
time, or until further order, the subscription of shares to be held for
investment in the Society, and thereafter, until tlie expiration of such
specified time, or until such further order, no new shares shall be sub-
scribed for investment in tlie Society. Such new issue of shares shall
be allotted to the then existing shareholders pro rata, as nearly as
possible without fractions ; but m case such new shares are not taken
up within thirty days, then the said shares, or remaining shares, shall
be sold, and any premium thereon applied to the general benefit of the
Society. 29 V, c, 38, s. 1.

45. The members entitled to vote at any time, may by resolution
to be passed at any special or general meeting, (for which meeting no-
tice of such intended resolution shall be duly given,according to the tenth
section of this Act,) determine that no new shares shall thereafter be
subscribed for investment in an}' such Society ; and thereafter no new
shares for invesment shall at any time be subscribed therein, and the
subscription of such shares^shall cease for ever. 29 V. c. 38, s. 2.

46. Nothing done under the two next preceding clauses of this
Act shall have the effect of preventing any such Society from creating
as it otherwise might, any shai-e or shares to be immediately advanced
to the subscriber or subscribers thereof, or of preventing any person
from subscribing, as he otherwise might, for any share or shares, in
order immediately to obtain the advance thereof from such Society by
giving security therefor. 29 V. c. 38, s. 3.

47. No shareholder of any such Society shall be liable for or
charged with the payment of any debt or demand due bv the Society,
beyond the extent o^ his shares in the capital of the Society not then
paid up. 39 V., c. 32, s.2. \8ee also 37 V., c. 50, s. 2 (D).]

4S. Any society may liold absolutely real estate for the purposes
of its place of business, not exceeding the annual value of six tliousand
dollars. C. S. U. C. c. 53, s. 41.

40. Such Society shall not be bound to see to the execution of any
trust, whether expressed, implied or constructive, to which any share or
shares of its stock, or to which any deposit or any other moneys payable

106 Cap. 164.

Bxi ildin (J Soeiet }cs%

by or in tlie liaiuls of any siicli Society, may be subject ; and the re(!eipt
of the party or partioK in wliose name any such share or sliarcs or
moneys stand in tlie l)ooks of tiie Society, shall, from time to time, be
sufficient discharge to the Society for any payment of any kind made in
respect of sucli share or shares or moneys, notwithstanding any trust to
which the same may then be subject, and whether or not such Society
has had notice of suchtnist ; and the Society shall not be bound to see to
the application of the money paid upon such receipt. 39 V., c. 32, 8.
10. [Si'e uho 37 V., c. 50, s. 10 (D).]

50. Any such Society may lend money in conformity with the
laws of Canada and with the laws authorizing the estal)lishmeut of
Building Societies in Ontario, and the by-laws of such Society, to any
person or persons or body corporate, at such lawful rates of interest as
may be agreed upon, without requiring any of such borrowers to become
subscribers to the stock or mendjers of the said Society : but all bor-
rowere from any such Society shidl be subject to all the rules of such
Society in force at the time of their becoming borrowers, but not to any
other indes. 39 V., c. 32, 8.3. [See aho 37 V., c. 50, s. 3 (D).]

51. The i>rincipal money so advanced on mortgages may be repaid
by means of a sinking fund of not less than two per centum pev annum,
within such time as the Society directs and appoints, and ia specified in
the mortgage or assignment of mortgage to be made of such real estate,
and by means of such revenues, rates, rents, tolls or profits as herein-
after mentioned ; and the Society may do all acts that may be necessary
for advancing money, and for recovering and obtaining repayment
thereof, and lor enfonnng payment of all intcest accruing therefrom,
or any conditions attached to such advance or any forfeiture conse(|uent
on the non payment thereof, and give all necessary and proper receipts,
acquittances and discharges for the same, and do, authorize and exercise
all acts and powers whatsoever requisite or expedient to be done or
exercised in relation to the said purposes. 39 V., c. 32, & 5. [iSee also
37 V. c. 50, s. 5 (D).]

52. The Board of Directors of any such Society having a paid-up
capital of not less than two Inmdred thousand dollars in fixed and per-
manent stock not liable to be withdrawn therefrom, may issue deben-
tures of such Society to such an amount as, with all other liabilities of
such Society, will be equal to double the amount of the capitalized fixed
and permanent stock, not liable to be withdrawn therefrom, and the
reserve fund of such Society. 39 V., c. 32, s. 6 ; 40 V., c. 22, s. 1.

2. The total liabilities of such Society shall not at any time exceed
the amount of principal remaining un])aid un the mortgages at such
time held by such Society ; and in estimating the liabilities of such
Society, the amount of cash actually in the hands of such Society, or
deposited in any chartered bank, shall be deducted therefrom ; and in
ascertaining the principal remaining luipaid on the mortgages held by
any such Society, it shall be iiunimbent upon such Society to compute
or discount such mortgages at rates of interest at least eqiial to tlie rates
which they respectively bear or were originally calcinated to yield.
40 v., e. 22, 8. 1.

iinildmy Societies.

Cap. 164» 107

3. All loans or advances hy any Socii'tv, to its sharcliolders ni)on
the security of their wtock, Hlmll he dedncrted fntin the amount of naid-
up (tapital upon which sucii Society i« authorized to lM)rrow. 40 v., c.
22, 8. 1. \Set' aho ;n v., e. 50, s." ♦! (D). |

113. The reserve fund of any Society shall consist of surplus profits
jind assets, after full and ample provision has heen made foi all had and
douhtful dehts, and other known contingent deductions. 40 V., c, 22,

8.2.

154. The dehentiires of such Society shall iKjJfor such sums, not
being le«« than one hundred dollars, and in such currency as the Hoard
of Directors may deem advisable, and shall he ])ayahle not less than one
year from the issue thereof at such j)lace as nuiy he theivin mentioned,
jmd nuiv he in the form of the Schedule to this Act, or to the like effect.
39 v., c. 32, 8. ^,part, and s. 7. [See also 37 V., c. 50, s. 6 (D).]

S9. In case any Society which has heretofore i.ssued dehenturos
under the Act passed in the thirty-ninth year of Her Majesty's reign,
and chaptered tnirty-two, desires to avail itself of the increased borrow-
ing powers hereinbefore conferred, it shall be the duty of the Board of
Directors of such Society, to leave at the place where such debentures
are jjayable, a copv of the tifty-se(rond to fifty-fifth sections inclusive of
tliis Act, and a prmted notice directed to theliolders of such debentures,
that such Society iv.teuds to avail itself of the provisions of said sections,
and thereupon any such del)enture holder shall at any time within six
months after tlie leaving of such notice, as aforesaid, have the right
after giving six months' notice in writing, to demand, and on presenta-
tion of his debentures and coupons, to receive payment of sucli deben-
tures with interest up to tlie time of payment — such notice in writing
to l)e left, and presentation for payment to be made at the place w^liere
sucli delientures are payable. 40 V ., c. 22, s. 3.

♦56. The Directors of any Peniianent Building SocieU- incor-

g orated under this Act, or under any other Act respecting Building
ocieties within the legislative authority of the Legislature of this
Province, may from time to time alter, amend, repeal or create any
regiUation, rule or by-law for the working of any such Society.

2. Such action of the Directors shall not have a binding force until
confirmed at a general meeting of the shareholdei's of the Society upon
a vote of twa-thirds of the capital stock represented at such meeting, —
notice being given of the proposed changi ui the notice calling the
meeting.

3. At such general meeting the shareholders may, by a like vote,
alter or amend such proposed regulations, rules or by-laws, and may
confinn the same as so altered and amended. 39 V. c. 32, s. 1. [See
a^*o 37 V. c. 50, 8. 1 (D).]

»57. The President, Vice-President and Directors of anv Perma-
nant Building Society, incoi-porated as aforesaid, shall have an3 exercise
the powers, privileges and authorities set forth and vested in them by
this Act and any otlier Act regulating such Society, subject to the niles
or by-laws of such Society ; and they shall be subject to and be gov-

1.)

108 Cap. 164.

BuiUling Soeietien.

i \

eniod by huoIi nile8, regulations and proA-isionK iw are herein contained
with res}>e<!t thereto and by the hy-iawH of Hiioh Society ; an<l the
J)ii*ectoii4 shall and may lawtully exercise all the powers of such Snciuty,
except aft to such matters as are dire(!ted by law to be tranwicted by a
general meeting of such Society. 3J* V. c. 32, s. 8, Jirnt j»irt. [iSee
iU«o 37 V. V. 5(1, 8. 8 (U).|

fiH, The Directors may use and atHx, or may cause to be used and
affixed, tlie seal of such Scjciety to any docinnent or i)aper whicli in
their judgment may require tlie same ; they may make and enforce the
calls upon the shares oi the respective shai*eholdei"s ; they may declare
the forfeitiire of all shares on which such- calls are not paid ; they uuiy
make any payments and advances of money they may deem expedient
which are authonzed to be made by or on behalf of such Society, and
enter into all contracts for the execution of the purposes of such Society,
and for all other matters necessary for the transaction of its affairs;
they may generally deal with, treat, sell and dispose of the lands, prop-
erty and effects of such Society, for tlie time being, in such manner as
they deem exj)edient and conducive to the benefit of such Society, as if
the ssime lands, property and effects were held suid owned accordiiig to
the tenure and subject to the liabilities, if any, from time to time aftect-
ing the same, not by a l)ody corporate, but l)y any of Uer Majesty's
subjects being of full age : they may do and authorize, assent to or
adopt, all acts required ft>r the due exercise of any further i)owers and
authorities which may hereafter be at any time granted to such Society
by the Legislature for the performance and fulfilment of any conditions
or provisions from time to time j)rescribed by tlie Legislature in giving
Bucn furtlier powers and authorities, or in altering or repealing the same
respectively or any of them. 39 V. c. 32, s. 8, last part. [See also
37 V. c. 50, s. 8 (D).]

5©. All by-laws of any such Society shall be reduced to writing,
and shall have affixed thereto the common seal of the Society, and any
copy or extract therefrom, certified under the signature of the Secre-
tary or Manager, shall be evidence in all civil Courts of Justice in
Ontario of such by-laws or extracts from them, and that the same were
duly made and are in force ; and in any civil action or proceeding at
Law or in Equity it shall not be necessary to give any evidence to
prove the seal of such Society, and all documents purporting to be
sealed with the seal of any such Society, attested by the President,
Treasurer or Manager thereof, shall be held prima Jade to have been
duly sealed with the seal of such Society. 39 V. c. 32, s. 9. [See also
37 V. c. 50, 8. 9 (D).]

6©. Any Permanent Building Society incorporated as aforesaid
may unite, amalgamate and consolidate its stock, property, business
and franchises with the stock, property, business and franchises of any
other Building, Saving or Loan Society, incorporated or chartered as
aforesaid, and may enter into all contracts and agreements therewitl^
necessary to such union and amalgamation. 39 v . c, 32, 3. 12.

ttl< The Directore of the two Societies proposing to so amalga-
mate or consolidate as aforesaid, may enter into a joint agreement,
under the corporate seals of each of the said Corporations, for the

filed

shall

^olidaf

agreei

siiall

32, s.

of con
of the

Iivih1)i\(f Sod'rtieH.

Oftp. 104. 100

amalt^amiition atul consoliclation of tlit* said Corporations, |ire«cril)irig
tlio tt'rmH and conditions thereof, tlie mode of carrying tlii' same into
effect, tlio name of the new (corporation, tlic nnmher of thi' Director
and other (ttKcei-H thereof, and who nliall he the first Directors and
ofHeers thereof and thc^ir j)laee8 of residence, the number of shares of
tlie capital st<K'k, tlie anjount of par vahie of (Mich share, and the man-
ner of converting the capital stocK of each of the said Corj)«)rations into
rhat of the new Cor])oration, and how, and when, ami for how long
Directors and other officers of such i.cw Corporations shall l»c cle» teo,
and when elections shall he held. — with such other details as they deem
tiecessary to perfect such new orgam'zation and the consolidation and
amalgamatictn of the said Corpitrations, and the after management and
working thereof. H9 V. c. -^2, s. 1:5.

02* Such agreement shall he sultmitted to the shareholders of
each of the said Societies at a meeting thereof to he held separately for
the ])urpose of taking the same into con>i(leration ; notice of the time
and place of such meetings and the ohject thereof shall he given hy
written or printed notices, addressed to each shareholder of the said
Societies respectively at his last known post office address or place of re-
sideiu-e, and also hy a general notice to he pid)lislied in a newspaper
puhlished at the chief j)laci' of business <»f such Societies once a week
hi' two successive weeks. ;»!> X. c. ;^2, s. W^Jirxtpni't.

03. At sucli meetings of share! lolders, such agreement shall be
considered, and a vote by balhtt taken for the adoj)tion or lejectiou of
tlie sjvme, and each share shall entitle the holder thereof to one vote,
and the said ballots shall be cast in person or by proxy ; and if two-thirds
of the votes of all the shareh(»lders of such Corporations wva for the
adoption of such agreement, then that fact shall be cei-tificd )i[)on the
said agreement by the Secretary of each of such Corporations under
the corporate seals thereof; arul if the said agreement is so adopted at
the i-espective meetings of the shareholders of each of the said Corpora-
tions, the agi-eement so adopted and the said certificates thereon shall be
filed in the office of the Provinccial Secretary, and the said agreement
shall from thence be taken and deeine( '. > be the agreement and act of con-
solidation and a.nalgamation of the said Societies, and a copy of such
agreement so filed, and of the certificates thereon, properly certified,
shall be evidence (»f the existence (»f such new Corporation. 39 V. c.
32, 8. 14, Imt part.

04. Fpon the making and pei'fecting of the said agreement and act
of consolidation, a« provided in tlie next preceding section, and the filing
<»f the said agreement as in the said section provided, the several Societ-
ies parties thereto, shall be deemed and taken to be consolidated, and to
form one Corporation by the name in the said agreement provided, with
a common seal, and shall posvsess all the rights, privileges, and francliis-
es, and be subject to all the disabilities ana duties of each of such Cor-
porations so consolidated and united, except as lierein other^v^8e pro-
vided. 3{) V. c. 32, 8. 15.

OS* Upon the consummation of such act of consolidation as afore-
said, all and singular the business, property, real, personal and mixed,
and all rights and interests appurtenant thereto, all stock, mortgages or

I-

no Cap. IfU.

Bumhig Societies.

{

otlipr M'ciiritieK, Hnbwriptionfl imd other dchtfldno on whatever account,
aiul «»ther thinj;H in ac'ion hi'loumiif; to xxn-h Corj>orations or either of
them, nhull Ik; taken and deenied to Ik' tninrtf erred to and vested in Mieh
new C(>rju)nition without further aet or deed.

2. All rijjhts of creditoix and lieiirt upon tlie |)r<'*)ert3' of either of
Hueli (yor])orations nhall he unimpaired hy sueh coivsolidation, and all
dehtrt, liahilities and duties of either of the said CorponitionH nhall
theneeforth attach to the new ('or|>oration, and he enforced a^inst it
to the Hanie extent as if the said tlehts. liahilities and duties had hcen
incjirred or eontnicted hy it.

3. No action or proeeedint. le^l or emiitahle, l)y or apiiust the
said Corporations so c<»ns(»lidated, or either of them, shall ahate or l)e
atfeeted ny sucli consolidation, hut for all the j)urposfs of such action
or pnK-eedinjf, such Corporation nuiy he deemed still to exist, or tlie
new C^or|)oratiun mas' he substituted in such action or proceeding in
the place thereof. :^i» V. c. 32, s. If'..

06. The choice and n-nioval of the .Auditors of the Sctciety the
determination as to the ivniuneration of the Directors and of the
Auditoi*s, shall he I'xerciscd at ijeneral meet in<;js of the Society ; and
the Auditors shall not necessarily he shareholders.

2. In cjise of the death or failure to aet of any such Auditor, the
Direetoi*s may appoint an Auditor in liis place, and at all meetings of
8]iaivholdei*H of the Society the shareholders shall have one vote for each
sliare held l>y them respectively. 39 V. c. 32, s. 17.

07. Snch Society sliall, on or before the tifteeiith day of February
in each year, transmit to the Provincial Tresisxirer a full and (dear state-
ment of their assets and liabilities on some day to be stated therein, and
such (hxv shall not be more than six months prior to the said fifteenth
day of i'^ebniary, and such statement shall (iontain, in addition to such
other particulars as the Provincial Treasurer may re<iuire, the following:

(a) The amount of stock subscribed ;

(b) The amount paid in upon such stock ;

{(f) The amount invested and secured by mortgage deeds ;

(e) The amount of mortgages payable by instalments ;

{/) The number and aggregate amount of mortgages upon which
compulsory proceedings have been taken during the past year ;

(g) The present cash value of the Society's investments on mort-
gages and other securities, and the rate or rates per cent, at which the
future repayments are discounted in ascertaining smh present cash
value. 39 V. c. 32, s. 18.

6H. Such statement shall be attested by the oath, before some
Justice of the Peace, of two pereons, one being the President, Vice-
President, Manager or Secretary, and the other uic Manager, Secretary
or Auditor of such Society, each of whom shall swear distinctly that
he holds such office as aforesaid ; that he Las had the means of verify-
ing and has verified the statement aforesaid, and found it to be exact

■f mr' '

BulhUny Sotu'eties.

Cap. ir.4. Ill

and tnio in pvorv })iirti'nulur ; and sncli Htatotnent Bliall 1x3 piiMisliod hy
the Provincial TriniHurer, in such manner as ho thinks inoKt i-ondiicive
to the i)nl)h*c ^ood ; and for any noji^loct t(» transmit sut'h statoment in
(hio conree of post within five days after the day upon \vhii*h the samo
sliould lu! transmitted, such Society shall incur a penalty ttf one hun-
dred dollars per diem. 'M V. c. '.\2, s. 11».

Oil. If such statement is not transmitted within one month after
the said fifteenth day of Keltniary, or if it appeal's hy the statement
that such Society is not in a condition to justify its continuance in
business with 1 'y j)owers theretofore possessed oy such Society, tl

le
Provincial Treasurer nuiy, under the authority of or hv order of tlio
Lieuienant-Ciovernor in (.'ouuctil, hy a notice in the Ontui-lo (hnette^
declar<; the business of such Society to have ceased S" far as regards
horrowipt? money and any other mattera mentioned in the Order in
Council and notice aforesaid. .'$*.> \'. c. 32, s. 20.

70. If the Provincial Treasurer, in any case, suspects any snch
statement to he wilfully false, ho may depute some comnt'tont person
to o.xaminii the hooks and iiKjuire into the atlairs of such Society and
to ropoit. to hii 1 on oath; and if hy kucIi rejHirt it apjjeai'S that such
statemem watr vilfuUy false, or that such S(»ciety is not in a condition
to justify its ■ ui.tinuance in husiness, with the powers thei-ctofore pos-
sessed hy such Society, t)r if the person s(» deputed rep.)rt8 on oath
sworn as aforosai'.' that he has been refused sucli access to the hooks or
such information v would enahlc him to make a sufHcieiit report, the
said Trejisurer n..i_^., under the authority aforesaid, hy notice in the
Ontario Gazette, declare the husiness of such Society to have ceased,
as in the next preceding section provided for. 31) V. c. '61, s. 21.

Tl. In any of the ciises in which discreticnary power is given to
declare the business of such Society to have ceased, the Treasurer may
before so doing give notice to such Society and afford the same an
opportunity of making any explanation it may be advisable to make ;
and all expenses attending such periodical statements and the publica-
tion thereof shall be borne by such Society. 39 V. c. 32, s. 22.

7!8. Where any such Society as mentioned in the fifty-sixth sec-
tion is desirous of changing its name, the Lieutenant-Governor, upcm
being satisfied that the change desired is not for any improper purpose,
and IS not otherwise objectionable, may by Order in Council change
the name of the Society to some ot) name set forth in the said
Order. 39 V. n. 32, s. 25.

TJJ. The Society shall give at least four weeks' previous notice in
the Ontario Gazette of the intention to apply for tlie change of name,
and shall state th,.' 'lame proposed to be adopted ; in case the proposed
name is considered objectionable, the Lieutenant-Governor in Council
may, if he thinks fit, change the name of the Society to some other
unobjectionalde name, without requiring any further notice to be given.
39 V*. c. 32, s. 20.

74. Such cliange shall be conclusively established by the insertion
in the Ontario Gazetted a notice thereof by the Provincial Secretary;
and his certificate of such change having been made shall be obtained

I {

! ^

112 Cap. 164.

R nil ding Someti^*.

by the Society and filed in the office of the Clerk of the Peace of the
County, with whom is filed the declaration constituting such Society ;
the Clerk shall, npon payment by the Society of a fee of one dollar
therefor, endorse a copy of such certificate upon the said declaration ;
the Society shall (under a penalty of two hundred dollars in case of
default), within one month after the insertion of the said notice, cause
the said certificate to be filed, and retpiire the said endoreement made
m aforesaid

2. The Lieutenant-Governor in Council may establish the fees to
be paid on applications for change of name under this Act. 30 V. c.
32, 8. 27.

75. Every debenture, mortgage, bond, deed, agreement or other
instrument executed by or to any Building Society, and every other
act, deed, matter or thing done in pursuance of the provisions of an
Act passed in the Session held in the tliirty-seventh year of Her
Majesty's reign, by the Parliament of the Dominion of Canada, and
intituled " A71 Act to make further 2>TOvision for the management of
P&nnanent Huih/ing iSocieties carrying on business hi the Province
of Ontario,'''' and every rule made thereunder, shall be as valid and
effectual as if this Act iiad been passed on the twenty-sixth day of
May, t>ne thousand eight hundred and seventy-four, and such deben-
ture, mortgage, bond, deed, agreement or otlier instrument had been
executed, or sucli other act, deed, matter or thing had been done or
rule made by virtue thereof ; and all changes in the corporate name of
any existing Building Society incorporated as aforesaid, heretofore
made (^r purported to be made by or in pursuance of any Act of the
said Parliament, are hereby confirmed. 39 V. c. 32, s. 23.

7C. All the provisions of this Act shall apply to the Societies
mentioned in the fifty-sixth section of this Act, and any rights, powers
or privileges of any such Society, contrary to the provisions of this
Act, are repealed. 39 V. e. 32, s. 24^.

[See also Acts 0/ Canada, 37 V. c. 50 and 40 V c. 48.]

SCHEDULE.
{Section 54.)

FOEM OF DEBENTURE.

Society.
Debenture No. Transferable $

Under the authority of the Revised Statutes of Ontario, Chapter one
hundred and sixtv-fonr.

The President and Directors of the
promise to pay to

Society
or bearer the sum of
on the day of

in the year of our Lord one thousand eight hundred and
at the Treasurer's Office here (o?' as the case may he\ with interest at

Building Societies.

Cap. 164. 113

the rate of per cent, per annum, to be paid half-yearly on pre-

sentation of the proper coupon for the same as hereunto annexed, say
on the day of and tiie day of

in each year, at the office of (he Tre.isurer here {or aa the case may be).

Dated at , the day of , 18 .

For the President and Directors of the Society,

C. D., A. B.,

Secretary (or Manager). * President.

COUPON.

No. 1. $

Half-yearly dividend due of 18 ,

Debenture No. issued by this Society on the

da^ of 18 , for $ at per cent, per

annuir payable at the office of the Treasurer, {as the case may he).

tor the President and Directors.

CD.,
Secretary {o?' Manager).

CHAP LVIII.

An Act to enlarge and extend the powers of the " Credit
Foncier Franco-Canadien."

act of Quebec, 43, 44 V., c.

Section.

Preamble
60.

I. Powers of the corporation ; loans on real
estate ; on bonds and mortgages ; loans!
to corporations ; acquisition of claims ;]

Eurchase of or loans on bonds and de-
entures of corporations ; and public
securities.

What only may be taken as security ;
limit of loans and annuities ; valuation
of property.

Local divisions for business purposes of
the company ; proviso.

Branches and agencies.

Advisory boards ; qualification of mem-
bers.

6. Managers and agents.

7. Suing and being sued.

8. Rate of interest limited ; sinking fund

10.
II.

12.

14.
«5-

16.
17-

Section.

for paying off loan.
). Of what the annuity for paying off shall

be composed. Insurance. Payment

of annuities.
Interest on arrears and costs.
Anticipated payments. Indemnity to

company in such case.
Act 43 v., c. 42 to apply.
Power to borrow money and issue bonds

of the corporation ; interest on bonds.
Bonds may be in dollars or francs.
Powers as to real estate, amount limited.

Power to dispose of; to purchase claims

on such property. Term of holding

limited.
Notices, how published.
Annual report to Minister of Finance

and what it must show.

[Assented to 21st March, 1881.]

WHEREAS the Credit Foncier Franco-Canadien, incorporated by
the statute of the Provinco of Quebec, passed in the session of the
Legislature of that Province hcM in the forty-third and forty-fourth
years of Her Majesty's reign, chapter sixty, intituled "J.w Act toincof-

114 Cap. 68. Credit Fonder Frcmco-Ccmadien.

44 Vic.

porate the Credit Fonder Franco-Canadien" has prayed for an exten-
sion and enlargement of its powers so as to allow it to transact business
throughout the Dominion, and it is expedient to grant the prayer of
its petition : Therefore Her Majesty, by and with the advice and con-
sent of the Senate and House of Commons of Canada, enacts as
follows : —

1« It shall be lawful for the Corporation created and constituted
under the name of " Credit Foncier Ffanco-Canadien " by the statute
of the Province of Quebec, cited in the preamble, to exercise the
powers hereinafter mentioned, in every part of the Dominion of
Canada.: —

1. To lend money as a first charge on mortgage or hvpothecation
of real estate, either freehold or leasehold, situate within ttie Dominion
of Canada, repayable either at long date hy annuities, including an
annual payment by way of sinking fund for the gradual extinction of
the loan, or at short date with or witliout progressive sinking of the
debt ;

2. To lend money upon the hypothecation or security of mortga-
ges or of hypothecary or privileged claims being a first charge on real
estate, either freehold or leasehold, situate within the Dominion of
Canada, repayable either at long date by annuities, including an annual
payment by way of sinking fund for the gradual extinction of the loan,
or at short date with or without progressive sinking of the debt ;

3. To lend on mortgage or hypothec or otherwise, to municipal
and school corporations throughout the Dominion of Canada, and ja-
hriques and trustees for the construction or repair of churches, such
sums of money as they may be authorized to borrow, repayable either
at long date by annuities, including an annual payment by way of sink-
ing fund for the gradual extinction of the loan, or at short date with
or without progressive sinking of the debt ;

4. To acquire by assignment or transfer bonds and mortgages and
hypothecary or privileged claims being a first charge upon real estate,
either freehold or leas«mold, situate within the Dominion of Canada ;

6. To make loans upon, or to purchase bonds or debentures issued
by municipal or school corporations in the Dominion of Canada, and
by incorporated companies doing business therein, and to sell the same
ir deemed advisable ;

6. To make loans upon, or to purchase bonds and debentures and
other public securities of the Doramion of Canada, or of any of the
Provinces thereof, and to sell the same if deemed advisable.

2. The Corporation shall accept as security only real estate, either
freehold or leasehold, of which the revenues are deemed sufficient.

The amount of each loan shall not exceed one-half of the estimated
value of the real estate, either freehold or leasehold, mortgaged or
hypothecated therefor; and the annuity which the borrower may
oblige himself to pay shall not exceed the net revenue which it may be
estimated that the property might yield.

■P^"«^"W»FW !

1881.

Credit Fonder Fran co-Can<KUen. Cap. 58 115

and
tlie

The valuation of property offered as seenrity shall be made on the
double basis of the net revenue which it is susceptible of yielding, and
of the price which it would bring if sold.

3. For the management of business each Province other than the
Province of Quebec shall form a division ; but the Board of Manage-
ment may, if it deems proper, divide each 'of such Provinces into two
or more divisions, and may subsequently re-divide such divisions and
form others ; and may also divide the Province of Quebec into more
than two divisions, and may subsequently subdivide such divisions and
form others.

4. A branch office or agency may be established in any division,
whenever the Board of Management deem it advisable.

5. The Board of Management may appoint and remove, when it
sees fit, an Advisory Board in any division, composed of two or more
shareholders, and may delegate to such Advisory Boards such powers
for the granting of loans, not exceeding ten thousand dollare, as it may
deem desirable. Each member of such Advisory Boards shall be the
holder of twenty-five shares, which shall be affected by privilege as
security for his good conduct, and shall not be transferable while he
remains in office.

0. A manager or agent may be appointed to administer the affairs
of the Corporation in each Province or in any division which may be
established by the Board of Management ; and such managers or agents
shall have the powers and be subject to the obligations prescribed from
time to time by the Board of Management.

T« The Corporation may sue and be sued, complain and defend in
any court of law or equity in the Dominion.

8. The Corporation may sti[)ulate for, exact and take, on all sums
loaned, any rate of interest not exceeding six per centum per annum.

When the loan is repayable by way of a sinking fund, the Corpo-
ration shall stipulate for, exact and take an annual sum for the gradual
extinction of the loan to be determined by the rate of interest and the
duration of the loan, and may also stipulate for, exact and take a per-
centage or commission for cost of management not exceeding one per
centum per annum on the principal loaned ; but, in such case, such
percentage or commission and the interest together must not exceed
six per centum per annum on the principal loaned.

S. The annuity in the case of loans contracted with progressive
sinking of the debt is composed of : — ^

1. The interest ;

2. The annual sum for the progressive sinking of the debt ; and
may also include, —

3. The percentage or commission for cost of management.

Tn case it should be stipulated that the insurance of the buildings
on the estate mortgaged or liypothecated, may be made in the name
of the Corporation and that the annual premiums therefor may be paid
through the medium of the Corporation, the annuity may be increased
by the amount of the annual premium.

116 Cap. 58. Credit Foncier Frcmco-Ca/nadim. 4A Vic.

The annuities are to be paid half-yearly at the periods and places
fixed by the Board of Management.

lO- Every half-yearly instalment of an annuity, and every instal"
ment of interest on loans without a s ing fund, if not paid when due>
shall, of right and without any putting in default being necessary, bear
interest for the benefit of the Corporation, at the same rate as the loan
itself.

11. Debtors of the Corporation shall have the right to discharge
their debts before they become due, whether in whole or in part only.

Anticipated payments shall give rise to an indemnity in favour of
the Corporation which shall not exceed three months' interest on the
capital repaid before coming due, at the rate stipulated for the loan.

12. The provisions of the Act forty-third Victoria, chapter forty'
two, shall apply to the Corporation.

13* The Corporation may, from time to time, borrow money to
an amount which shall not exceed five times the amount of its paid up
and unimpaired capital ; and it may, for that purpose, execute, negoti-
ate and issue obligations or bonds or debentures in sums of not loss
than five hundred francs, French currency, redeemable either at a fixed
period or within a definite term by means of drawings with or without

Eremiums or prizes. It may stipulate and pay on the obligations or
ends or debentures which may be issued by it. any rate of interest
that may be lawfully taken by individuals at the place where they are
issued.

14. Any bond or debenture issued under the provisions of this
Act may be issued in the denomination of dollars or francs, and the
coupons attached representing the interest on such bonds may corre-
spond to the denommation of the bond to which they are attached.

15« The Corporation may acquire and hold such real estate as
may be necessary for ofiices for the transaction of its business in the
several Provinces of the Dominion ; but the value of such real estate
acquired in each division for such purpose shall not exceed at the time
of acquisition the sum of fifty thousand dollars.

It may, from time to time, lease, mortgage, hypothecate, sell or
otherwise dispose of or deal with such real estate.

It may also, for the protection of its investments, purchase and
hold real estate mortgageo or hypothecated in its favour ; but it shall
sell or otherwise dispose or such real estate so acquired in payment or
for the protection or its claims, within seven years from the acquisition
thereof ; and may, in the meantime, deal with and manage and may,
from time to time, mortgage, hypothecate or lease the real estate so
acquired and held.

16. Notices of meetings of shareholders and all other notices
required to be published, shall be published in the Canada Gazette.

17. The Corporation shall transmit, on or before the first day of
March in each year, to the Minister of Finance, a statement in dupli-
cate to the thirty-first day of December inclusive of the previous year,

1881.

Credit Fonder Frmico-Cwtiadun. Cap. 58. 117

verified by the oath of the President, Vice-President or the Managing
Director, setting out the capital stock of the Corporation and the pro-
portion thereof paid up, the number of sliares to order and tlie number
to bearer, the assets and liabiHties of the Corporation, the amoiint and
nature of the investments and the average rate of interect derived
therefrom, the extent and value of the real estate held, the amount and
nature of the obligations or bonds or debentures issued and the rate of
interest payable thereon, and such other details as to the nature and
extent of its business as may be required by the Minister of Finance,
and in such form and with such details as he may, from time to time,
require and prescribe ; but the Corporation shall in no case be bound
to disclose the names or private afEairs of any persons who may have
dealings with it.

ill

CAP. LIX.

An Act to incorporate the Credit Fonder of the Dominion of

Canada.

Section.

3-
4-
S-
6.

lO.

iy»

II.

12.

13.

ces

14.

>5-

16.

17.

pli- 1

18.

h 1

19-

20,

Preamble.

Incorporation

Objects of the corporation. Loans on
hypothec ; loans on privileged claims ;
to certain public bodies. Acquisition
of claims ; purchase of bonds ; loans to
Government ; issue of bonds.

Head office and branches.

Duration of corporation.

Capital stock and shares ; increase.

Separate issue of stock, and payments
thereon. When to commence business.

Founders of the corporation and their
privileges.

Allotment of increased stock ; to be pro-
portionate. Shareholders may unite in
order to vote, &c. Regulations to be
made by Board of Management.

Payment of shares ; calls and notice
thereof.

Interest on arrears.

Forfeiture and sale of shares for non-pay-
ment ; distribution of proceeds.

Stock certificates to bearer. Form.

Transfer of stock certificates to order.

When to bearer.

Exchange of certificates.
|,Collective certificate.

Payment of dividend to holder of cer-
tificate.

Liability of shareholders limited.

No division of shares.

Effect of transfer of certificate.

21.

22.
23-

24.

as-
26.

27.
28.

29.

30.

31-

32.
33.

34-
35-
36.
37-
38.
39.
40.
41.

Provision in case of loss of certificate.

Board of management, and how com*
posed,

Elected and provisional directors and
qualification ; term of and proof of qual-
ification. Security.

Order of retirement. Vacancies how
filled.

Allowance for attendance.

Meetings of the Board ; Voting at meet-
ings of Board. Vote in writin((. De>
cisions.

Minutes to be kept.

Powers of the Board of management.
Loans ; terms ; calls ; annual state-
ments ; dividends ; agencies ; amalga>
mation ; dissolution ; rules ; issue of
bonds ; annual report.

Deciding upon applications.

Local boards may be appointed ; their
power. Quorum. Agent.

Members of board indemnified.

Share register.

Appointment of Auditors ; vacancies ;
qualification ; Sec. 25 to apply.

Duties and powers of Auditors.

To make annual returns.

May call special meetings.

Board of management.

Management of affairs.

Qualification of manager.

Manager's duties and powers.

Manager's deputy.

118 Cap. 59. Credit Fonder, Dominion of Canada.

44 Yi

ic.

Hoctioa.

69. Loans in Canadian currency.

70. Applicatiim of foregoing provisions.

71. Applications for loans.

72. What obligations may be issued.

73. Descriptions of obligations which may
be issued.

74. Drawing to be by lot.

75. Numbers drawn to be posted up.

76. Redemption.

77. Cancellation of bonds.

78. When redeemed byanticipated payments,

79. Transfer of bonds.

80. Minimum amount. •

81. Interest.

82. Form of obligation.

83. May be in either currency.

84. Wliat it shall contain.

85. Real estate and special obligations.

86. How secured.

87. Recourse of holders.

88. How secured.

89. Powers as to real estate ; must he dis-
posed of within a certain time.

90. Financial year.

91. Detailed annual statement.

92. How distributed ; reserve fund

93. Distribution of remainder.

94. Reserve fund limited ; Its object.

95. Notice of meetings for certain purposes ;
Two-third vote requisite.

96. Restriction as to rules.

97. Dissolution of the corporation.

98. When question shall be submitted.

99. Dissolution if capital is impaired.
100. Method of liquidation,
loi. Proceedings for organization ; notice.

First meeting for election of directors.

102. Publication of notices.

103. Yearly statement to be transmitted to
Minister of Finance, and what it must
contain.

[Assented to ^Ist March, 1881.]

WHEREAS La socieie Jinanciere de Paris ; the fimi of Kohn,
Keinacli and Coini^aiiy, of Paris, in France, l^ankers ; W. Betzold,
Esquire, of Paris, iji Prance; Duncan Mclntyre, of Montreal, Esquire;
the Honorable J. Rosaire Thibaudeau, Senator of the Dominion of
Canada; the Honorable Matthew lleniy Cochi'ane, Senator of the Dom-
inion of Canada ; Charles D. Rose, of London, England, banker ; the
Honorable Peter Mitchell, of Montreal, and Andrew Robertson, of
Montreal, merchant, have by their petition prayed for an Act of incor-
poration for the establishment, by means of a capital to be subscrib-
ed in Canada, Germany, Prance and elsewhere, of an institution of
landed credit having for its object to supply real estate owners in
the Dominion of Canada, who may desire to borrow upon hypothecary
or mortgage securities, with the means of paying their indebtedness
by long term annuities, and with the right to issue and negotiate obli-
gations or bonds bearing interest yearly and repayable at par, or with
prizes or premiums ; and whereas it is expedient to grant the prayer of

Bec'tiuii.

42. Suspension of employees.

43. Detailed annual statement.

44. Power to manager to be executed by

board. Deposit of duplicate and notice
thereof; effect thereof.

45. General meeting and how composed.

List of shareholders ; to be open.

46. Proxies.

47. Time and place of general meeting.

48. Special meetings.

49. Calling of meetings and notice to be

given .

50. When meeting is constituted.

51. Second meeting if there is no quorum ;

proceedings to be valid.

52. OflRcers of the meeting.

53. Proceedings at the meeting. Increase of

capital, &c. All matters of interest to
corporation .

54. Minutes to be kept.

55. Copies to be evidence.

56. Nature of loans to be made on annuity ;

repayable.

57. Security to be taken for loans.

58. Loans may not be made on certain i)rop

crty specified ; not on mere usufruct ;
proviso

59. Amount of loan.

60. Rate of interest.

61. What annuity shall include. Sinking

fund.

62. When annuities shall be payable.

63. Interest on overdue annuities.

64. No interest recoveiable in certain cases,

unless the mortgage contains a certain
statement as to principal and interest.

65. No rate recoverable beyond that shewn

in such statement.

66. Anticipated payments.

67. Certain property to be insured ; policies.

68. No loan below $250.

Branch
Domini*

■» 'I JV^ !

1881.

Credit Fonciei', Dommiioii of Cmiada. Cap. 59. 119

their petition : Therefore Her Majesty, by and with the advice and
consent of the Senate and House oi Commons of Canada, enacts as
follows : —

TITLE FIKST.

INCORPORATION OF THE INSTFrUTION.

I. A Corporation is hereby created and constituted mider the
name of the Credit Fancier of the Dominion of Canada.

TITLE SECOND.

OBJECTS OF THE CORPORATION.

3. The objects of the Corporation shall be, —

1. To loan, upon the hypothec or mortgage, to owners of real es-
tate either freehold or leasehold with the Dominion of Caivada, tums of
money repayable either at long date by annuities, or at short date,
with or without a sinking fund ;

2. To loan, upon the security of hypothecary, mortgage or privi-
ledged claims afEecting immovables, or of the transfer of a mortgage or
lien on real estate either freehold or leashold situate in the Dominion of
Canada, sums of money payable either at long date by annuities, or at
short date, with or without a sinking fund ;

3. To loan, upon hypothec, mortgage or otherwise, to municipal
and school corporations, to Fahriques and tnistees for the construction
or repair of churches in the said Dominion, such siims of money as they
may be authorized to borrow, and repayable either at long date by an-
nuities, or at short date with or without a sinking fund ;

4. To acquire by subrogation or transfer, hypothecary, mortgage
or privileged claims upon immovables situate in the said Dominion ;

5. To purchase bonds or delientures issued by municipal and school
corporations in the said Dominion, and by incorporated companies
doing business in the said Dominion, and to re-sell tlie same if deemed
advisable ;

6. To make loans to the Government of any of the Provinces of
the Dominion ;

7. To create and negotiate, as representing its operations, obliga-
tions or bonds, to an amount which shall not exceed five times the
amount of its paid-up and unimpaired capital.

TITLE THIRD.

HEAD OFFICE AND DURATION OF THE CORPORATION.

3« The seat or chief office of the Corporation shall be at Montreal.
Branch offices may be established at such other places in the said
Dominion as the Board of Management may deem advisable.

120 Cap. 59. Credit Fonder^ Dominion of Canada.

44 Vic.

' 1

iW^'f^

4. The duration of the Corporation shall be limited to ninety-nine
years, dating from tlie comine mto force of this Act, unless further
extended as hereinafter provided.

TITLE FOURTH.

CAPrrAL BTOOK — SHARES INSTALMENTS.

5. The Capital stock shall be five million dollars gold, divided
inte fifty thousand shares of one hxmdred dollars each. It may be in-
creased by a resolution adopted at a special general meeting.

6 The capital stock shall be composed of issues of ten thousand shares
each, of which the first shall be issued at once, on the ten thousand
shares composing the first issue, ten per cent, shall be paid on subscrip-
tion and fifteen per cent, in the month following : the dates of the is-
sues of the remaining forty thousand shares shall oe determined by the
Board of Management. Holders of shares previously issued shall,
within the delay fixed by the Board of Mai agement, be intitled by pri-
vilege and in proportion to the stock they liold, to subscribe for the
forty thousauQ shares. The new shares must be paid up in the same
proportion as the shares previously issued ; the new shares shall not be
allotted below par; and the Board of Management shall determine
the amount of the subsequent calls, as well as the manner and the de-
lay in which they shall be paid up ; the Corporation may commence
business whenever one million dollars have been subscribed and twenty-
five por cent, thereof has been paid up.

•7. The subscribers to the capital stock to the extent of the ten
thousand shares mentioned in section six, shall l)e the founders of the
Corporation, and shall, as such, be entitled to the benefits mentioned in
sections eight and ninety-three of this Act. Stock certificates shall be
given to the founders to esfciblish their rights under the first paragraph
of section eight and to facilitate their obtaining their shares of the pro-
fits specified in section ninety-three. The Board of Management snail
detennine the form of such certificates, and the method oi their trans-
fer shall be the same as in the case of shares.

8* In the event of the capital stock being increased beyond five
million dollars, the founders and holders of shares previously issued
shall have a right, by preference, to subscribe for the snares to be issued
in the ratio of thirty per cent, for the founders or their representives,
and seventy per cent, for the shareholders.

2. The allotment of such seventy per cent, shall be in proportion
to the amount of stock held by each shareholder.

3. Such of the shareholders as do not hold sufficient stock to enti-
tle them to at least one share in the new issue may unite together to
form the number and to exercise their rights.

4. A resolution of the Board of Management, shall determine the
delays and the manner in which the benefit of the above provisions
may be claimed.

■^ yv

yD,

1881.

Credit fancier, Dominimi of Canada. Cap. 59. 121

O. The amount of the shares shall be payable in pjold, or its equi-
valent, at Montreal or such other place or places and at such dates as
may Ije fixed by the IWrd of Management. After the first call has
been paid up there shall be delivered to each shareholder an interim
stock certificate bearing one of a series of numbers, upon which all sub-
sequent payments shall be inscribed. The calls shall be made known
to the shareholders by means of advertisements inserted, a month be-
forehand, in the Canada Gazette and one or )nore daily newspaper
published in Montreal, and such other place or places as may be aeter-
mined by the Board of Management.

10. Every sum of money of which the payment is delayed, shall,
of right, bear interest, and without a suit at law being necessary, for
the benefit of the Corporation, at the rate of six per cent, per annum
from the date at which such puymeut became due.

11. The Board of Management shall have the power to provide bv
by-law for the forfeiture of stock for the non-payment of calls maae
thereon, and the disposal of forfeited stock and of the proceeds thereof .
The steps hereinabove authorized to be taken shall not prevent the Cor-
poration from having recourse, at the time, to ordinary proceedings at
law : the proceeds oi the sale, after deducting the costs, snail be applied
upon the amount due by the expropriated shareholders, who shall still
be liable for the difference, if there be a deficiency, but who shall be en-
titled to receive the surplus, if there be imy,

12. The Corporation may, if they deem it advisable so to do, de-
liver certificates to bearer, for shares on which forty per cent, is paid up,
provided the said shares are held, owned and transferred on the conti-
nent of Europe. Certificates to bearer shall be taken from a register
with counterfoil ; they shall be numbered consecutively and bare the
signature of two Directors and the seal of the Corporation.

:t. Stock certificates to order shall be negotiable to order by
transfer, granted by the seller and accepted by the buyer ; when the
parties act through an agent, the power of attorney shall be delivered
to the Corporation.

14. Certificates to bearer shall be transferred by simple delivery.

15. Any shareholder may claim, in exchange for certificates made
payable to bearer, a certificate to his order : the Board of Management
shall determine the conditions, the manner, and the cost of effecting
such exchange of certificates.

lO. The ownership of more than one share, in the name of the
bearer, shall be established by a collective certificate.

IT. Every share shall give its holder a right in the ownership of
the assets of the Corporation and to a share in tne profits, in proportion
to the number of shares issued. Payment of the dividends upon any
share, either to order or to bearer, shall be valid, if made to the holder
of the certificate.

18. The shareholders shall be liable only for the amount of their
shares ; and no call shall be permitted beyond such amount

^■fip

122 Cap. 69. Credit Fonder, Doininitm of Canada.

44 Vic.

I ■

i*r

fi;

11^. Every Bliare hIihU be indivisible, and tlio Corporation shall
recognize but one owner for each nhare ; co- proprietors oi a share shall
bo required to be represented by one and the same person.

ISO. The rights and obligations ap})ertaining to shares shall follow
the certificate into whatever hands it may la^vf ully pass ; the possession
of a share shall of right entail compliance with tne by-laws or regula-
tions of the corporation and the decisions of general meetings.

21* In the event of any stock certificates to bearer being lost, the
Corporation shall not be obliged to replace them or to pay the interest
or (iividends due thereon, until it has been furnished witn satisfactory
proof of the loss of such certificates and of the rights of the claimants,
and also until all legal formalities have been fulfilled : the Board of
Management shall determine the conditions on wliich certificates to
order, which have been lost or mislaid, shall be replaced.

TITLE FIFTH.

MAI^AOKMENT OF THE CORPOBATION.

Section I. — Boa/rd of Mana/jement.

S2. The Corporation shall be managed by a Board of Manage-
ment, composed of from seven to twenty-one Directors, who shall
annually elect from amongst their number, a President and a Vice-
President ; the number of Directors may, from time to time, be fixed
by by-law ; until otherwise provided, the Board shall be composed of
seven Directors.

23. The Directors shall be appointed at the general meeting of
the shareholders ; nevertheless, the first Board of l^nagement shall be
appointed by the persons mentioned in the preamble, and by those
having power and authority to act for the companies therein named.
This latter Board shall remain in oflice.for one year ; and before enter-
ing upon office, each member shall establish that he is possessed of fifty
shares. Fifty shares of his stock shall be held by the Corporation as
security for his good conduct and management as Director, and shall
not be transferable while he remains in office.

24. One-third in number of the Directors shall go out of oflSce
every year after the first year ; it shall be decided by lot which of the
Directors shall retire during the three years next after the first year ;
and afterwards, they shall retire by seniority : they may always be re-
elected : any vacancy occurring among the Directors shall be tem-
porarily filled up by the Board, and the next ensuing general meeting
shall definitively elect a successor : a Director appointed in the place of
another shall remain in oflSce only during the remainder of his prede-
cessor's term of oflBce.

25. The Directors shall, for every , ane they are present, receive
a counter, of wliich the value shall be determined by the general meet-
ing.

1881.

Credit FoHcier^ Dominion of Canada, Cap. 59. 123

if-

JJtt. The Board of Management shall meet a« often ae the interests
of the Coqioration may require, and at least once a m(mth. The meet-
ings shall be called by the President or Vice-President, or by the
Director chosen by the lioard to lill his place.

2. No resolution can be adopted unless three of the Directors
residing in Canada are present. Directors residing in foreign parta
or those who are absent may be re])resented at the meetings of the
Jioard by proxy given to one of their collesigues. No Director shall,
as proxy, nave more than three votes at the Board.

3. Directors who are absent may also give their vote in writing by
correspondence.

4. All resolutions and by-laws shall be carried by a majority of
the votes cast at the meeting ; when the votes are equal, the Presi-
dent, Vice-President or presiding Dinjctor shall have a casting vote,

27. The proceedings shall be recorded by minutes entered in a
register and signed by the President, the Vice-President, or the Direc-
tor chosen by the Board to fill his place, and the Secretary ; copies or
extracts of such minutes which are required to be produced in court
or elsewhere, sbull be certified by the President or Vice-President.

88. The Board of Management shall have full powers for the
management of the affairs of the Corporation : it shall pass by-laws for
its internal management ; it shall appoint and remove the managers,
officers and employees of the Corporation, shall determine their powere
and fix their fees, salaries antl gratuities; it shall also determine the
amount of the security which they shall give, and if necessary, author-
ize it to be repaid ; it shall, if need be, authorize the purchase of
immovable property in the Dominion of Canada, for the purpose of
establishing its offices therein, and the sales of such immovables and
those acquired in payment or for the protection of their claims ; it
shall decide upon —

1. The general conditions on which loans shall be granted ;

2. The conditions and terras on which the borrowing powers shall
be exercised ;

3. Calls upon shares issued and the issue of new shares ;

4. The annual statement of accounts to be submitted to the gen-
eral meeting ;

5. The determining the amount of the dividend and of the
amounts to be advanced on account thereof ;

6. The establishment or closing of branch offices or agencies ;

7. The amalgamation of the Corporation with other companies
with the consent of a majority of the shareholdei's at a meeting spe-
cially called for the purpose ;

8. Its anticipated dissolution ;

9. The rules under which the managers shall in general administer
the affairs of their respective divisions ;

10. The creation and issue of obligations or bonds ; the date of
their issue ; the rate of interest, which shall not exceed that authorized

124 Cap. 69. Credit Fonder, Dominion of Canada.

44 Vic.

by law in tlio Dominion of Caniidii ; the date of the repayment
thereof, the number of drawings {tiraycH an sort) and the amount of
the prizes or preniiuinB, tlie percentage wliereof, together with the
interest tliereon, shall not exceed the rate authorized by law,

11. It shall submit, each year, to the meeting a report upon the
accounts and the financial position of the Corporation, — whicn report
shall be printed and distributed to the members at the meeting.

29. The Board of Maiuigement shall decide upon applications for
\t)Ans and other transactions, and grant or refuse them • but it may
delegate that power to a committee thereof, for applications which do
not exceed twenty thousand dollare.

80. The Board of Management may appoint and remove, when
it sees fit, a " Local Board '■ in each division ; such Local Boards shall
bo composed of not less than three persons ; they shall exercise the
powers of the Board relating to applications for loans or proposals for
the transfer of hypothecary or mortgage claims, the amount of which
does not exceed ten thousand dollars Canadian currency ; but the
Board of Management may further limit the amount of such applica-
tions and proposals. No proceedings of the Local Board shall be valid
unless a majority of the members are present ; the Board may also
appoint an agent to act for the Corporation in Europe and may confer
upon him such powers as they deem desirable within the scope of their
authority.

31> The members of the Board of Management shall not incur
any personal or joint and several liability in the performance of their
dntiea ; they shall be responsible only for the proper execution of their
tmst.

32. A register for the transfer of the shares of the Corporation,
sold out of Canada, shall be kept in a place to be fixed by the Board of
Management ; and the officer in charge of such register shall forward
a list of transfers effected therein to the office of the Corporation in
Montreal, in order that a complete register may be preserved there of
all the shares to order in the said Corporation.

/Section II. — The Auditors.

33. Three auditors shall be appointed by the general meeting.
They shall remain in office for one year, and shall be eligible for
re-election.

2. In case of the death, absence, illness or retirement of one of
the auditors, the remaining auditors shall forthwith elect a successor.

3. Every auditor shall be the holder of at least twenty-five shares
and his stock to that extent shall be held by the Corporation as security
for his good conduct as auditor, and shall not be transferable while he
remains in office.

4. The provisions of section twenty-five of this Act shall apply to
the auditors a£ well as to the Directors.

1881.

Credit Fonoier, Dominion of Comada. Cap. 69. 1 2S

84* The duty of tho auditora aliall be tu hoc to tho strict obeorv
ance of tho provisions of this Act as to the issue of bonds and other-
wise ; they snail be entitled to be present at the meeting of the Bi>:ird
and to give tlieir opinion ; thev shall examine the yearly accounts and
inventories and certify to their correctness ; the books and accounts,
and generally all documents of the Corporation, shall ho subnutted for
their examination, at their request. They may, at any time, examine
tlie cash, securities and vouchers of tho Corporation.

39* They shall make an annual return to the general meeting, —
which return shall bo printed and distributed to the members two
weeks previous to the meeting.

8tt. The auditors shall have tho riglit, who ' they unanimously
decide upon it, to have a special general meeting Ct>!lod.

Section III. — Management in the Dominioii.

87. For the transaction of business the Board of Management
may form divisions, and may subdivide such divisions an 1 form others.

8M. The affairs of eacli division shall be administered by a man-
ager who may also be a Director.

J<0. Every mar ger shall be the holder of at least fifty shares,
and his shares to tha , extent shall be held by tlie Corporation as secur-
ity for his good conduct as manager, and shall not be transferable while
he remains in office. '

40. The duties and powers of the managers shall bo such aa may
be prescribed from time to time by the Board of Management.

41. The manager may, with the permission of tho Board of
Management, require the assistance of and be represented by a deputy ;
but he shall be responsible for all his acts and the consequences thereof :
all powers delegated by him shall be special and temporary.

42. The manager may suspend any employee in his office, but
he shall refer the matter to the Board of Management, and he shall
temporarily replace any employee who may be suspended ; in case of
the death, absence or inability to act of any of the employees, he shall
provide a temporary substitute.

48. On the first day of January of each year, the manager shall

Srepare a detailed statement of the operations of the Corporation in his
ivision during the preceding year : such document shall be submitted
to the Board of Management, who, after having examined it, shall for-
ward it, with its observations thereon, to the auditors.

44. The President shall, after the appointment of a manager by
the Board of Management, execute in duplicate a procuration or power
of attorney, countersigned by the Secretary, authorizing him to act,
"within the limits of his powers, for and in the name of the Corpora-
tion ; a duplicate of the procuration shall be deposited in the oflice of
the Secretary of State of Canada, and the latter shall give notice, in the
Canada Gasette, of such appointment and of the deposit of the pro-

126 Cap. 59. Credit Fonder, Dominion of Ccmada.

44 Vic.

cnration. All registrars shall be bound, after sucli notice, to receive
all deeds passed by such manager within the limits of his powers, and
before the |,..blicati<>n in the Canada Gazette of a revocation of the
procuration, as suliicient without requiring any proof of his power to
act.

TITLE SIXTEI.

OKNERAI. MKKTIN08.

45. The geneial meeting regularly constituted shall represent the
whole body of the shareholdcis ; but in order to be entitled to take
part in the proceedings of the general meeting, the shareholders must
have held the shares they vote ujxm at least thirty days before the
day appointed for the meeting. A list of shareholders, having a right
to take part in the general meeting, shall be prepared by the Board of
Management, and shall show opposite the name of each shai'cholder the
number of shares which he holds. Such list shall be open to the
examination of such shareholders as wish to examine it for at least ten
days before the day fixed for the meeting, at the office of the Corpora-
tion in Montical.

40. No one may be represented except by a proxy who is a
member of the meeting.

47. The general meeting shall be held before the thirtieth of
April in each year, at Montreal, until some other place has been fixed
by by law.

48, Special meetings sh ill, moreover, be held whenever the
Board of Management deems it necessary, or the auditors unanimously
require the same.

411. The meetings shall be called at such place and by such
notice as may be determined by by-law, and voting may be by ballot.

50. The meeting shall be regularly constituted when one-fourth
of the shares forming the capital stock is represented thereat.

51. If the condition provided for in the next preceding section is
not fulfilled, the Board of Management shall, a second time, call a gen-
eral meeting within an interval of at least one month ; and in such
case the delay between the calling of the meeting and the day on
which it shall be held, may be reduced to fifteen days. All the pro-
ceedings of members present at the second meeting shall be valid,
whatever may bo the number of the shares which tliey represent, but
only with respect to the subjects mentioned on the oraei-s of the day
drawn up for the first proposed meeting.

52. The officers of the meeting shall be the chairman, two scruti-
neers and a secretary; the President of the Board of Management shall
be, ex-oj/ieio, the chairman of the meeting ; in his default, the meeting
shall be presided over by the Vice-President, or, in the absence of both,
by a Director designated by the l^oard ; the duties of scrutineer shall
be performed by two shareholders elected at the meeting.

1881.

Credit Foncier, Dominion of Canada. Cap. 59. 127

53* The report of the Board of Management on the position of
the affairs of the Corporation, shall be read to the meeting, as also, if
reqixired, the observations of the auditors: the meeting shall approve
or reject the annifal accounts and shall appoint the Directors and audi-
tors, whenever it is necessary to replace them ; it shall take into con-
sideration, when the proposition is submitted to it, the advisability of
increasing the capital of the Corporation, and also the rules and regu-
lations for the government of the Corporation, and for the administra-
tion and management of its alfairs, and also the amendments or additions
to be made to them ; finally, it shall definitely decide upon all things
touching the interests of the Corporation and, by its resolutions, con-
fer upon the Board of Management the necessary powers for such
cases as have not been provided for.

94. The proceedings shall be recorded by minutes entered in a
special register, and signed by the officers of the meeting.

flfl>. The proof of the proceedings of the general meeting shall, as
far as third parties are concerned, be derived from true copies or
extracts, certified as hucIi by the President or Vice-President.

TITLE SEVENTH.

OF LOANS ANM) OTUER TRANSACTIONS.

56* The Corporation may effect hypothecary or mortgage loans of
two kinds : the first shall be repayable by annuities calciiliited bO as to
extinguish the debt in a space of ten years at the least and fifty years
at the most; the second shall bo repayable within a period of not more
than ten years.

57. The Corporation shall lend to proprietors of immovables
only on first hypothec or mortgage, — constituted seignorial rents and
equivalent ground rents being alone excepted : loans by which debts
already registered are to be repaid, shall be considered as made on first
hypothec or mortgage, when by the fact of such payment or subroga-
tion made in favor of the Corporation, the hypothec so created shall be
the first charge on th - property; in such cases the Corporation shall
keep in its possession sufficient funds to meet such payment.

58. Loans may not be effected by the Corporation on the
following, —

1. Theatres;

2. Mines and quarries ;

3. Undivided immovables or real estate, if the hypothec or mort-
gage be not established on the whole of such immovables or real
estate, with the consent of all the co-proprietors ;

' 4. Immovables of which the usufruct and the mere ownership
are not vested in the same person, unless all those having any right in
the property consent to the creation of the hypothec. This provision
relates to the management only and shall not affect the validity of the
hypothec: Provided always, that nothing herein contained shall pre-
vent loans being effected by the Corporation on the security of lease-
hold property.

•ii

^ i

' »

128 Cap. 59. Credit Foneier, Dommion of Cmiada.

44 Vic.

50. The amount of the loan sliall not exceed one-half of the esti-
mated value of the immovable hypothecated if the same be farm or
unimproved property, or two-thirds of the estimated value in the caae
of property situated in cities or towns.

60. The rate of interest to be charged on all sums loaned, shall be
determined by the Board of Management and shall not exceed six per
centum per annum, except in the Provinces and Territories west of the
Province of Ontario, where interest at the rate of seven per centum per
annum may be charged.

61* The annuity, as well of long as of short 'date loans stipulated
in the contract of loan, shall include —

1. Interest;

2. The sinking fimd, determined by the rate of interest and the
duration of the loan ; and may also include —

3. An annual allowance for cost of management, which shall not
exceed one per cent, per annum of the principal loaned ; but the inter-
est charged together with the charge for management shall not exceed
six per cent, to the borrower in all, except m tlie Provinces and Terri-
tories west of the Province of Ontario, wliere it shall not exceed seven
per cent, per annum in all.

62. Annuities shall be payable lialf-yearly, at the dates fixed by
the Board of Management; but when the first instalment is due the
borrower shall only pay interest for such part of six months as have
elapsed from the time of the effecting of the loan until the payment of
sucn first instalment.

03. Every half-yearly instalment of an annuity, if not paid when
due, shall, of right and without any putting in default being necessary,
bear interest for the benefit of the Corporation at the same rate afi the
loan itself.

64. Wlienever any principal money or interest secured by mort-
gage of real estate is, by the same, made payable on the sinking fund
plan, or on any plan under which the payments of principal money and
interest are blended, or on any plan wliich involves an allowance of
interest on stipulated repayments, no interest whatever sh.ill be charge-
able, payable or recoverable, on any part of the principal money
advanced, unless the mortgage contains a statement showing the amount
of such principal money and the rate of interest chargeable thereon,
calculated yearly or half-yearly, not in advance.

65. Whenever the rate of iijterest shewn in the statement referred
to in the next preceding section is less than the rate of interest which
would be chargeable by virtue of any other provision, calculation or
stipulation in tlie mortgage, no greater rate of interest shall be charge-
able, payable or recoverable on tlie principal money advanced than Uie
rate shewn in the said statement.

66. Debtors shall be entitled to discharge their debts before they
become due, whether in whole or in part only : anticipated payments
shall give rise to an indemnity in favour of the Corporation, wnich shall
not exceed three months interest upon the capital repaid before coming
due at the rate agreed upon for the loan.

red
icli

ley
nts
lall
ing

1881.

Crt (lit Fanner^ Doiinnion of Canada. Cap. 50. 129

07. Properties liable in whole or in part to destruction by fire
shall be insured against fire, at tlie expense of the borrower ; the con-
tract of loan shall contain a transfer of the amount of the policy in case
of loss, and the insurance shall be kept up during the entire continuance
of the loan. The Cor])oration may require that the policy of insurance
be made out in its name and that the amount of the annual premiums
be paid by it ; in such case the amount of annuity shall be increased to
that extent. Anticipated payments arising from fires shall not carry
with them any right to the indemnity authorized by the latter part of
section sixty-six.

OS. The Corporation shall not loan an amount less than two
hundred and fifty dollars, currency of Caiiuda.

«0. Loans shall be effected and be repayable in currency of
C^anada. ^

70. The niles laid down in this title shall apply to loans made
upon the security of hypothecary or mortgage (»r privileged claims ; and
those which relate to the rank of the hypothec or mortgage and to the
nature and value of the immovables or real estate ofl^ered as seciirity,
shall also apply in cases of acquisition by means of subrogation orti'ans-
fer of such claims.

71. The jiroceedings upon applications foi" loans shall be regulated
by the Board of Management.

TITLE ETGIITIL

UONDS.

Section /. — General P/'ovisiom*.

73. The Corporation may create and issue bonds or debentiu'cs of
two kinds : the fii'st shall be created to represent the operations of the
Corporation, with the exception of loans to Govenimenta, to municipal
or school corporations, fahr!(ji<e.s; and church tnistees, imd juiblic
securities, and bonds or debentures of municipal and school corporations
belonging to the Corjioration ; they shall be known as "real estate bond;^
or debentures:" the second shall be created to represent loans to Gov-
ernments, municipal and school corporations, ^fahriquen, and church
trustees, and public securities, and bonds or debentures of munici])al and
school corporations belonging to the Corporation ; they shall be known
as '' qvjcial bonds or debentures.''

73. The Corporation may issue bonds or debentures of the fol-
lowing kinds, to wit: —

1. Those redeemable at par with a fixed term for redemption,
without prizes ;

2. Those redeemable with premiums at a fixed tenn for redemption,
Avithout prizes ;

3. Those redeemable at par within a definite delay, without any
period being fixed for their redemption before such delay, and, by means
of a drawing of numbers, without prizes ;

a. 9

130 Cap. 59, CreiJ it Foneiery Dominion of Canada.

44 Vic.

aand!,

..■i^

4. Those redeemable at par witli a ri«j;lit to pai'ticipate in prizes,
within a definite delay, without any period bein^ fixed for their redemp-
tion before such delay, and by means of a drawmg of munbers;

5. Those redeemable with a premium within a definite delay,
without any period being fixed for their i-edemption before such delaiy,
and by means of a drawing of numbers, without jmzes;

6. Those redeemable at par with a premium and a right to par-
ticipate in prizes, within a definite delay, without a period t)cing fixed
for their redemption before such delay, and by means of a drawmg of
numbers :

The T)oard of Management shall determine the duration of the de-
lay and the date of the drawings.

'74. The drawing of the bonds oi- debentures which are to be
repaid shall be effected by lot, in the ])ivsence of the Auditors, or of
f)ne or more of them.

75. Within eight days from such di'awing the numbers drawn
shall be posted uj) in the ofiice of the Corporation at Montreal, and
pu])lished as niav be fixed bv bv-law.

76. The bonds or debentures designated by lot shall be redeemed
on the day indicated in the notice published ; from and after such day
the interest on such redeemable bonds or debentures shall cease to nm.

77» Bonds or debentures redeemed by such drawing of numbers
shall be at once cancelled by means of a stamp ; they shall be destroyed
in the presence of the President or of his representative, and one of
the auditors, and a minute of such operations sliall be kept of record.

78. Bonds or debentures redeemed by the Corporation by antici-
pated payments shall at once be stamped with a special stamp, and they
may be replaced in cii'culation only by resolution of the Board of Man-
agement ; in all cases they shall participate in the drawing of numbers.

7©. Bonds or debentures shall be payable either to order or to
bearer: obligations payable to order shall l)e transferable in the same
manner as that indicated for the transfer of shares to order, in accord-
ance with the provisions of section thirteen ; the Corporation shall not
in any case be responsible for the validity of transfers : bonds or deben-
tures payable to bearer shall be transferable by simple delivery.

80. No bond or debenture shall 1)e issued for an amount less than
one hundred dollars.

81. The bonds or debentures shall bear interest, — the rate and the
date and manner of payment whereof shall be determined by the Board
of Management ; whatever may be the form of the bonds or debentiires
the paymtnt of the interest thereon to the holder thereof shall be
lawful. >

82. The bonds or debentures shall be represented by sci-lp taken
from a register with a counterfoil ; they shall be signed by two Direc-
tors, and sliall bear the seal of the Corporation.

1881.

Credit Fancier^ Dominion of Canada. Cap. 59. 131

c.f

than

taken
)irec-

53. Any bond or debenture Issued under the pro^^sionp of this
Act may be issued in tlie denoniinaticjii of dollars or francs and tlie
coupons attached repi-esentino- interest u])on such bond may correspond
to the denomination of tlie bond to whi^li they are attached.

54. Tlie interest upon bonds or debentures, the premiums or
prizes, and the sinking fund sliall be set forth upon the scrip.

Section II. — Heal Estate Bonds.

H*i» The total amount of the real estate and special bonds to be
issued shall not exceed live times the amount of the paid up and imim-
paired capital of the coi'])()rati(in.

86. The real estate bonds shall be secured by the assets of the
Corj^oration, with tlie exception of claims specially set apart to secure
tlie redemption of special bonds. ^

87. Holders of real estate bonds shall have no other recourse, for
the recovery of the jjriucipal and interest due thereon, than that which
they may exercise against the Corporation directly.

' /SWtion III — Special Bonds.

88. The special bonds shall be secured by the assets of tlie Cor-
poration, with the exception of such assets as are set apart to secure tlie
redemption of real estate bonds,

TITLE NINTH.

ACQUISITION OF RP:AL ESTATE.

81>. Tlie Corporation may ac(piire and possess such real estate as
may be necessary for its offices for thu administration of its affairs, in
the Dominion of Canada, but the yalue of such real estate, ac([uired in
each division for such purpose, shall not exceed, at the time of such ac-
quisition, the sum of one hundred thousand dollars, Canadian currency ;
and it may, from time to time, lease, mortgage, hypothecate, sell or
otherwise dispose of or deal with such real estate ; and it may also, for
the protection of its investments, purchase and hold real estate mort-
gaged or hypothecated in its favour ; but it shall sell or otherwise dis-
pose of such real estate so ac(piired in payment or for the protection of
its claims within seven years from the acquisition thereof ; and may, in
the meantime, deal with and manage, and may, from time to time,
mortgage, hypothecate or lease the real estate so acquired and held.

TITLE TENTH.

INVENTORIES AND ANNUAL STATEMENTS OF ACCOUNTS.

f»»'>. The Corporation's financial year shall commence on the first
of January and end on the thii'ty -first of December ; the first term shall in-
clude, in addition to the year cui-rent when the Corporation commences
its operations, the whole of the following year also,

91« At the end of the financial year, a detailed general statement
of the assets and liabilities shall be prepared under the supervision of
the Board of Management, and further, a suiiimary statement of the

flr

"HV^

i;,

132 Cap. 59. Credit Ft/ncier, Dominion of Canada. 44 Vic,

asgets }ui(l lial)ilitios shall nlso l)c nreparcd every six months; the ac-
('<»unts shall he prepared hy the rxKird of lVraii;if>'euieiit, and shall be
submitted to tlie general meeting of the shai'eholders which ishall ap-
pnn-e or reject the same.

TITLE ELKVKXTir.

DIVISION OF PROFITS, KKSICUVK IINI) AND I'HOVIDENT FUND.

1>2. From the nmuud net ])rotits of the Company a dividend of
ten percent, npon the ])iud nj) stock may be distributed to the stock-
h(»lders, provided the not ])rotlts nre sidlicient to ])ay >iicli dividend ;
and of the remaiiidei' of such net protiis one tenth shall be ap])lied to
the foundation of a reserve fund nntil such fnncl amounts to one
tenth of the paid nj) ca])ital.

!>3. Till,' reniiiinder sliull be divided amon<>: the stockholders and
founders, in the propoi-tion of thive fourths to the former and one
fourth to the Inttei-.

O'l. When the I'cserve fund iinioimts to (»ne-tentli of the ca])itiil
stock jtaid up, tlie jH'rcenTaue of wliicli it is formed shall cease to beset
aside; if such reserve is encroached upon, .--uch ])ercent;i<ie shall ai;'ain
be set aside. The reserve fund is intended to pi'ovide for unforeseen
circumstances.

TITLE TAVELFTIT.

Kn.ES ou KK(.ri.ATI0NS.

US. When the general meeting shall be called upon to vote on thy
adoption (jr amendment of ;iny rules oi- ivgulations, tlie notices calling
such meeting shall contain a summary mention thereof; the proceed-
inijs at sucli meeting; shall iu»t be valid unless carried bv two-thirds of
the votes, representing at least one-third of the registered shares.

IMI. The rules or regulations must not be contrary to the laws of
the Dominion of Canada, nor to the; provisions of this Act.

TITLE TIIirtTEENTTL

DISSOLUTION AND IJQI'IDATION oK TUK COKl'ORATION,

OT« The Corporation shall be dissolved at the expiration of the
time fixed by section four, unless by resolution of the general meeting,
voting in the manner prescribed in the latter part of section uinety-tive,
its continuance be authoi'ized.

HH. The (piestion of the continuance of the Corporation shall be
Bubmitted at the latest, to the general meeting of the shaveholders held
during the course of the year preceding that in which it would other-
wise cease to exist.

!>t>. In the event of the Corporation having lost in addition to its
reserve fund, one-third of its paid up cajiital stock, the dissolution and
liquidation of the Corporation shall be proceeded with, unless the share-
liolders consent to pay up the lost capital.

ive,

fhcld

lo its

hare-

1881.

Credit Fonder, Dominion of Canadd^J^iX]). 59. 133

100 Wlion the di^isolutioii aiul liiiuidntion of tlic roi'iioratioii shall
have been decided upon, tlie nenenii meeting of the .shari'lic dders shall
determine the method of ii([uidation to be followed ; it shall also ap-
point liquidators : if the ijeneral meeting' doi's not come io any decision
on this point, the dissolution and li(iuidation >liall be proceeded witli
under the laws in force in the Dominion of Canada.

TITLE FOUIITEEXTII.

ORGANIZATION AND FINAL tt)NSTrrUTION OF THE COKPORA'nON.

lOI. The persons uicntioued in thepreaiuble may open subscrip-
tion books for the first issue of sliares in the capital stock, at such place
and for such time as they may deem advisable ; after the closinjr of the
hooks they shall allot the ten thousard shares, forminj:^ the tirst
issue, in such manner as they may deem ]iroper. Notice shall be ^ivcn
to each subscriber of his allotment, by a letter addressed to his place of
residence, and sent by })ost ; and within tive days from the date at
which such letter was sent to his address, each subscriljcr shall pay
into the hands of the persoii or I)ankin,<i- instituti(m desi<>-nate(l for that
])urpose ten per cent, upon the amount of the shares allotted to him,
and subscribers who sliall so pay ten pei' cent, shall become share-
holders. As soon as the tii'st issue of shares shall have been subscribed
for, and ten per cent, upon the amount issued shall have been ])aid up,
the person s])ecially selected for such [)ur})ose anionii" those mentioned
in the preamble, shall call a i^enei'al meeting of the shareholders, by
public notice published at least ten days ]»cfore the date of such meet-
ing; and at such meeting the persons mentioned in the preamble and
those authorized to represent the C-ompanies therein mentioned shall
elect the first Directors; and the meeting itsulf shall elect the auditors,
ciud thereupon the Corpoi'ation shall be duly organized, and may com-
mence its operations.

103* Notices of meetings of shareholders, and all other notices
required to be published, shall l)e published in the Canada Gazette.

I08* The Corporation shall ti'ansmit, on or l)eforethe first day of
March in each year, to the Minister ol" I'^inance, a statement in duplicate
to the thirty-lirst dav of Decend')er inclusive of the previous ^•ear, veri-
fied l)y the oath of tlic President, the Vice-l*resident, or the Managing
Director, setting forth the capital stock of the (Vrporation and the pro-
portion thereof paid up, the number of shares to order and the manlier
to bearer, the assets and liabilities of the Cor[)oration, the amount and
nature of the investments and the average rate of interest derived
therefrom, the extent and value of the I'cal estate held, the auKiunt and
nature of the obligations or bonds (»r debentures issued and the rate of
interest payable thereon, and such other details as to the nature and ex-
tent of its business as may be recpiired by the IVIinister of Finance, and
in such form and with such details as he may, from time to time, re-
(|uire and prescribe ; but the Corporation shall in no c^ise be bound to
disclose the names or private affairs of any persons who may have deal-
ings with it.

)

'f i

•>*

134 Cap. 7.

Baildiny Societies.
CHAP VII.

41 Vic.

An Act to ameud the law respecting Building Societies.

Section.

Preamble.

Power to sell mortgages made to Build-
ing Societies. Rights of Assignee.

Suliscrilted shares may be determined to
be fixed capital. Transfer of shares.

Sectiuii.

3. Directors may fix the amount payable on

subscription for shares and premiums.
Calls. Dividends.

4. K. .S. 164, s. 67, amended.

[Assented to 7th March, 1878.]

WHEREAS, doubts exist as to whether a Society formed or incor-
porated under tlie provisions of chapter one hundred and sixty-
four of tlie Revised Staiutes of Ontario, intituled " An Act Respecting
Building Societies," or under any former Act respecting Building
Societies, has power under the authority of any of the said Acts to sell
or dispose of mortgages given or made directly to the Society, and it is
expedient to remove sucli doubts and to grant additional powers to
such Societies ;

Therefore Her Majesty, by and with the advice and consent of the
Legislative Assembly of the Province of Ontario, enacts as follows : —

1. A society formed or incorporated under the provisions of tlie
said recited Act, or under any former Act respecting Building Societies
has heretofore had, and any such society and every society hereafter
formed or incorporated under the said recited Act, shall hereafter have
power and authority to sell, dispose of and assign mortgages given or
made directly to it, in like manner as sucli Society may, under the pro-
visions of the said Act, sell and assign mortgages ])urchased by it ; and
the assignee of any such mortgage shall stand in the place of, and be
ei. itled to, and have all the same rights, powers and remedies, and shall
be subject to the same obligations and liabilities, under, upon, or in
respect to such mortgage as the Society would have been entitled to
have had or been subject to if the assignment thereof had not been
made.

S. The members of any such society entitled to vote may, at any
time, by resolution to be ]>assed at any special or general meeting (for
which meeting notice of such intended resolution shall be duly given)
determine that all shares thereafter subscribed for in such Society
shall be fixed and ])ermanent capital and not liable to be withdrawn
therefrom, and any share thereafter subscribed for in such Society shall
be lixed and permanent capital and not withdrawable therefrom ; such
shares shall be transferable in such manner as the By-Laws of the
Society may direct, but no such share shall be ti-ansferred, while any
call thereon is in arrear or until the same has been forfeited for non-
payment of calls . "^

3. The Directors of any such Society may fix the amount to be
paid on the subscription of any such shares, and the premium (if any)
which shall be paid thereon, and when such premium shall be payable,

'the a
'time

I . I

all
in
to
jeeu

be
any)
able,

1878.

Building Societies.

Cap. 7. 135

and it shall be in the discretion of the Dircctoi's from time to time to
call up the balance of any such shares at such time or times as they
shall think best ; and any such Society may from time to time pay,
notwithstanding that such shares have not been paid in full, or the
value thereof been realized, interest or dividend by way of annual or
other periodical profits upon the amounts j)aid on such shares, and in
all other respects, such shares shall be subject to the general provisions
contained in the said A.ct.

4. Section sixty-seven of the said Act is amended by striking out
the word "six" in the fifth line thereof, and substituting therefor the
word " twelve "; by inserting after the word " February " in the same
line the words " or earlier than the end of the Isist preceding financial
year of such Society " and by adding to sub-section Uj) of the said
section the words " which rate or rates shall be at least equal to the
rate or rates which such mortgages or other securities respectively bear
or were originally calculated to yield."

CHAP. XXVI.

An Act to amend the Building Societies Act.

Sectioi .

Preamble.

1. R. S.,0.,c. 164,5. 52, sub-s. I amended,

2. Interpretation.

3. Extension of business into various Pro-

Section.

vinces of the Dominion.

4. R. S. O., c. 164, s. 48 repealed, and
new section substituted.

5. Payment in advance of calls.

[Assented to Wth March, 1879.]

WHEREAS by the Revised Statutes of Ontario, chapter one hundred
and sixty-four, section fifty-two, it is enacted as follows :
" The Board of Directors of any such Society having a paid up
"capital of not less than two hundred thousand dollars in fixed and per-
"nianent stock not liable to 1)C withdi-awu therefrom may issue deben-
" tures of such society to such an amount as with all the other liabilities
"of such society will 1)e equal to double the anioiuit of the capitalized
"fixed and permanent stock not liable to be withdrawn therefrom and
" the reserve fund of such Society ;"

And bv sub-section two of said section fiftv-two it is also enacted
that

' The total liabilities of such Society shall not at any time exceed
"the amount of princi])al remaining unpaid on the mortgages at such
"time held by such Society, and in estimating the liabilities f>f .such So-
"cietv the amount of cas 1 actually in the hands of such Society or de-
"jwsited in any Chartered Bank shall be deducted therefrom.''

And whereas doubts may arise as the meaning of the words
"liabilities of such Society" where the same occur in the said section
fifty-two : —

136 Cap. 2H.

B a ilrfhi <j Soeiet ies.

41 Vic.

And whereas it is ex[)C(lieiit to remove such duiibtB and to amend
the said Act :

Therefore Ifer Majest}', l»y and with the advice and consent of the
Legislative Assembly of the Province of Ontario, enacts as follows : —

1. The first sub-section of section Hftv-tvv(» of chapter one hundred
and sixtv-four of the Revised Statutes <»t Ontario, is hereby anu'nded
by striking out the word " two," and inserting the word " one " in lieu
thereof.

2. In the said section tiftv-two the words " liabilities of such So-
ciety," or "total liabilities of such Society" shall be taken to mean and
arenereby declared to mean only the liabilities of any such Society to
the public and shall not l)e taken to include, and it is hereby declared
that the same do not include the liability oi" any such Society to its
shareholdei"8 in respect of its capital stock, or otherwise to its share-
holders as such.

3* The Directors of any Society or Company incoii^orated v;nder
the said chapter one hundred and sixty-four, or any Act consolidated
therein, which shall, under the authority of the i*arliament of Canada,
and of the Legislature of the I'rovince in which it is proposed that the
business of the Society or Coin])any is to be carried on, pass a Hy-law
authorizing its Directors to extend the business of such Society or Com-
pany into any of the Provinces of the Dominion, may give effect to such
By-law without being liable or responsible as f(jr any breach of trust
in so doing.

4* Section forty-eight of said Chapter otic hundred and sixty-four
is hereby repealed and the following substituted therefor:

"Any Society may hold al)solute]y real estate for the purposes of
or in connection with its place or places of business not exceeding the
annual value of ten thousand dollars ; " I)ut this section shall not affect
any action or suit now pending.

5* Xo Shareholder shall be entitled to pay on account of his shares
in advance of calls where such payments are prohibited by the by-laws
of the Society or Company.

1880.

Bidhlw(jy Loan and Saviiuj Sui-ieticN. Cap. 21. \'\1
CHAP. XXI.

An Act for the relief of Building, Loan anil Savings

Societies and Companies.

B«ction.

Preamble.

1. Certain stateinents conliriTied ; pleading

and evidence ; staying proceedings.

2. Actions liroiight sidisequent to receipt of

statement by Treasurer not to be main-
tained ; proviso.

3. Statement not required in case society

has ceased to do Inisiness.

4. R..S.O., c. 164, ss. 67-69 repealed; annual

statement of assets and liabilities; state-

Hcctloii.

nunt to be altcstfd l)y o.nlii, and Im lie
nublishc<l ; if stalcnu'iit not transmit-
ted, or if it shews ih;it the six-icty is not
in a priiper condition, power to Imrrow
may be stayed.

5. (."ertain returns may be made under this
Act, or under repealed jirDvisions.

6. Kxtension of time for making return ;
l)roviso.

[Assented to t}t/i jUarc/t, 1880.]

WHEREAS, acting under the authurity of the Act passed in the
tliirty-ninth year of Iler Majesty \s reign, intituled ''An Act to
make further provisions respecting Permanent I'uilding Societies,"
and of the Act, chapter one hundred and sixty-four of the Revised
Statutes cf Ontario, intituled, "An Act respecting Puilding Societies,"
jis amended by the Act passed in the forty-second year of Her Majesty's

reign, intituled, "An Act to amend the Building Societies' Act," the Trea-
surer of Ontario has from time to time furnished to building, loan or
savings societies or companies in Ontario, on their application, printed
forms purporting to be forms of statement in accordance with the pro-
visions of the said Acts in that belialf, and having printed thereon a
form of affidavit of attestation to be made by the officers of the socie-
ties attesting such statement : and whereas, on account of some dif-
ference in the language used in the said forms as comi)ared with the
language of the said Statutes, doubts have arisen as to whether returns
and affidavits made upon the said forms are a compliance with the
said Acts, and it is desirable to remove such doubts and to relievo
societies whose officers have made their returns upon the said forms from
being harassed by suits for penalties under the said Acts, and also to
further amend the said Revised Statute of Ontario :

Therefore Her Majesty, by and with the advice and consent of
the Legislative Assembly of the Province of Ontario, enacts as
follows : —

1. Every statement transmitted to the Treasurer of Ontario, at
any time previous to the passing of this Act, by any Building, Loan
or Savings Society or Company incorporated under chapter one hundred
and sixty-four of the Revised Statutes of Ontario, or under chapter
fifty-three of the Consolidated Statutes of Upper Canada, or under
" The Ontario Joint Stock Companies' Letters Patent Act, IST-i," or
under chapter one hundred and hfty of the Revised Statutes, or other-
wise incorporated, which statement purports to have been filled up and
attested according to the said printed forms, or otherwise in substantial
compliance with the provisions hereinafter mentioned, shall be deemed

li'

I ■
I

♦

138 Caj). 21. Bnilding, Loan ami Saniuj Sometica.

43 Vic.

and taken to he, and to Iiavc been, a BiifKciont Htatotnent, and in com-
pliance in all rcrtpcctH with the provisions of the eighteenth and nine-
teenth sections of the said Act, intituled "An Act to make further
provision respecting Permanent Building Societies," and with the sixty-
seventh and sixty-eighth sections of the said Revised Statute respecting
Building Societies, and to have been properly made, tilled up and
attested according to the i)rovi8ion8 of the said Acts, and of the said
Act amending the same, whether such attestation was sworn before a
justice of the peace, or before a commissioner authorized to take affida-
vits in the superior courts, or whether or not the said statement was
transmitted in due time to the said Treasurer ; and every society, or
company incorporated as aforesaid, the officers of whicii shall have
transmitted sucii statement, shall be and is hereby indemnified, exon-
erated, freed and discharged of and from all pecuniary penalties and
forfeitures whatsoever (if any) which may have been incurred by such
company or society by reason of its having neglected to transmit any
other, or further, or differently attested statement, or to perform the
obligations imposed on it by the said Acts, or either of tnem, in that
behSf ;

(2) In case any action, suit, or proceedings shall, after the passing
of this Act, be brought, carried on, or prosecuted against any society
or company for or on account of any pecuniarv penalty or lojfeiture
whatever incurred or to be incurred by any such neglect, as is intended
to bo relieved against by this Act, such society or company may plead
the general issue, and upon their defence give this Act ana the special
matter in evidence upon any trial to be liad thereupon ; and in any
action or suit commenced before the passing of this Act or now pena-
ing, against any society or company for or on account of any such neg-
lect, the court or judge thereof shall order all proceedings in such action
or suit to be stayed on payment of the costs thereof to the plaintiff
therein.

2. No action broug]\t against any society or company, incorpor-
ted, as aforesai'^^ for any past or future failure to comply with the

provisions of t' ' ' Acts, or either of them, shall be maintained if
such action '• commenced at any time siibsequent to the receipt

by the T' l Ontario of Uie otatement and attestation required

by the ots, or of the statement and attestation declared valid

by this -I-. - ., unless such action is brought by the Crown, or by the
Attorney-General of Ontario suing on beiialf of the Crown. •

3. Neither the provisions of the said eighteenth and nineteenth
sections of the said Act intituled "An Act to make further provision
respecting Building Societies," nor the provisions of the sixty-seventh
ana sixty-eighth sections of the said Revised Statute, either as origi-
nally passed or as heretofore amended, or as amended by this Act, shall
be held to apply, or to have applied, to any society or company which
has ceased, or shall have ceased, to carry on business prior to the year
for whicli the return is or was required, nor to any Mciety or company
which, though incorporated, never carried on businciLS ; and upon its
being proved that any society or company incorporated as aforesaid did

liC

1880.

Buil(Hu>j, Loan and Savwy Societies. Cap. 21. 139

uot loan auy iiumey, or leceivu any depoBit, or ifisuc any dobonture,
during the year for wlilcli it is alleged a return in accordance with such
Boctions has not been nuule, Hiich H(<ciety or coni|)any shall l)e deemed
to have ceased tc «!arry on bubiness within the meaning of this section.

4* The sixty-seventh section of the said Revised Statute, as
amended by the Act passed in the forty-first year of Jler Majcsty'B
reign, chaptered seven, and the sixty-eighth a\id sixty-ninth sections of
the said Kevised Statute are hereby'repealed and tlie following substi-
tuted therefor: —

67. Sucli society shall, on or before the first day of March in each
year, transmit to the Provincial Treasurer,a full and clear statement of
the society's assets and liabilities on some day to bo stated therein, and
such day shall not be more than twelve months i)rior to the said first
day of March, or earlier than the end of the last preceding financial
year, and such statement shall contain, in addition to such other par-
ticular as the Provincial Treasurer may require, tlio following :

(a) The amount of stock subscribed ;

(5) The amount paid in upon such stock ;

(d) The amount invested and secured by mortgage deeds ;

(e) Amount of mortgages payable by instalments ;

(f) The number and aggregate amount of mortgages upon which
compulsory proceedings have been taken during the past year;

(g) The present cash value of the society's investments on mort-
gages and other securities, and the rate or rates per cent, at which the
future repayments arc discounted in ascertaining siich })re8ent cash
value ; which rate or rates shall be at least equal to the rate or rates
which such mortgages or other securities respectively bear, or were
originally calculated to yield.

68. Such stUtement shall be attested by the oath (taken before
some justice of the peace, or commissioner for taking affidavits in the
superior courts) of two persons, one being the president, vice-])resident,
manager or secreta'y, and the other the manager, secretary or auditor
of such society, eii n of whom shall swear distinctly that he holds such
office as aforesaid, that the statement has been prepared by tlie proper
officers of the company, that the deponent believes tliat it has been pre-
pared witli due care, and that he believes it to be true in every particu-
lar; and such statement shall be published by the Provincial Treasurer
in such manner as he thinks most conducive to the public good ; and
for any neglect to transmit sucli statement in due course of post, within
live days after the day upon which tlie same should be transmitted,
such society shall incur a penalty of fifty dollars per diem, but not
exceeding in the whole one thousand dollars.

69. If such statement is not transmitted withii. one month after
the said fii*8t day of March, or if it appears by the statement that such
society is not in a condition to justify its continuance in business with
the powers theretofore possessed by such society, the Provincial Trea-

.' I:

iijf'ir?"

140 Cap. 21. Bvil(U)uj, Loan (ind Sa/viiuj Societies.

43 Vic.

i
\

fiil

1 .

\\mm

surer may, under the authority of, or by order of the Lieutenant-Gov
ernor-in-Council, by a notice in the Ontario Gazette, declaie the business
of such society to have ceased, so far as regards borro'.ving money and
any otlier matters mentioned in tiie order in Council and notice aforesaid.

5. Any statement heretofore made, or Avhich may be liereafter
made, by any society or co<n])any with reference to a financial year of
such society or cumpany ending prior to the ])ussing of this Act, shall
be deemed sufficient if such return is made either in accordance Avith
the provisions of this Act, or with the provisions of the said sections
hereinbefore repealed.

O. If any officer of a society or company shall, when called upon
to attest the statement required under this Act, tintl himself unable to
make the required affidavit of attestation on account of his having
doubts as to the correctness of the statement presented to him for
attestation, and further time is needed in order to permit of an examina-
tion of the items making up such statement, then, upon application of
such officer, or of any one on his behalf, or on behalf of the society or
company, made at any time before the sixth day of March of the proper
year, the Treasurer of Ontario may enlarge the time for transmitting
such statement to a day not later than the first day of May of such
year, and the day so fixed by the said Treasurer shall thereupon bec<»me
the day within five days of which the said statement, attested as
required by this Act, shall be ti'ansmitted by such society or company
to the Treasurer of Ontario, under the like penalties, in case oi omis-
sion to make the same within such time, as if such day had been
inserted in the sixty-seventh and sixty-eighth sections of the said Eevised
Statute as amended by this Act, in lieu of the first day of March ;
Provided that the said enlargement of time shall not prevent i>roceed-
ings bein^ taken under the sixty-ninth section of the said Revised
Statute, if the Lieutenant-Governor in Council shall so order ;

(2) It shall be sufficient if the statement required to be furnished
on or before the first day of March, one thousand eight hundred and
eighty, is transmitted to the Treasurer of Ontario, on or before the first
day of April next following, with power to the said Treasurer under
the like circmnstances to enlarge such time to a day not later than the
first day of May of such year.

14-

22.

Joint Stock Cdys^ General Clausen. Cap. 140. 141

CHAP. CXLIX.

An Act containing General Provisions applicable to Joint
Stock Companies incorporated by Special Act for certain
purposes.

Sfi'tion.

1. Short title.

2. Meaning of cx]irt'ssion "Special Act."

3. Interpretation clause ; Company, Under"

taking, Real Mstate, Land, Shareholder.

4. To what Companies this Act shall apply.

Mui'ufacturing. liuildings for certain
purposes. Mineral Springs. Fisheries.
Forwarding. Gas or Water. Tele-
graphs. Works for transmission of
timber. Roads, piers, etc. This Act
to be incorporated with .Special Acts
inrorporating Joint Stock Companies
for the above purposes.

5. How incorporated with Acts for other

pur])oses.

6. (leneral corporate powers of every such

C(jmpany. Kev. Stat. c. I.

7. Powers under Special Act to be subject

to this .\ct.

8. Hoard of Directors.

9. First Directors.

10. Qualification of Directors.
H. Election of Directors.

As to election? when not otherwise pro-
vided for.

Provision in case of failure of election.

Powers of Directors.

By-laws for divers ])urposes ; stock ;
tlividends ; ilirectors ; officers ; annual
meetings ; procedure ; penalties ; niis-
cellaneoi'''. ; by-laws to be contirnied.

Proof of Lv-laws.

Proviso : calling special meetings.

.Slock to be personally ; transfer.

Allotting stock.

Calling in instalments.

Ten pel cent, at least to be called in
yearly.

Action for calls ; what only need to be
alleged and proved.

•3

14,

16.

17-
18.

19-
20.
21.

22.

BectioB.

23. Forfeiture for non-payment ; forfeited

shares to belong to the Company.

24. Calls must be paid before transfer.

25. Shareholders in anear not to vote.

26. IJookstobe ke]il by ihe Company ; what

to contain.

27. Directors may disallow transfer of stock

in certain cases ; their liability if they
allow transfers to [lersons without
means ; how Director may exonerate
himself.

28. l'"ffect of transfer I'.mited until allowed.

29. liooks to be op.n to shareholders and

creditors of Company.

30. I't'fect as evidence. IV'nalty for making

untrue entries.

31. Forfeiture of rights for not keeping books.

32. Company not bound to see to trusts on

shares.

33. Contracts, bills, notes, ^;c., by the Com-

pany, how to be e.KeciUed ; proviso.

34. As to holding stock in other corpora-

tions.

35. Lialiility of shareholders.

36. .Shareholders not liabK beyond amount

of their stock.

37. As to stock held by pe:sons in a repre-

sentative capacity.

38. \'oting on such stock.

39. Liability of Directors for certain debts of

Company. Limitation of actions.

40. Penalty Au paying tlividends when Com-

pany is insolvent, \c. How a Direct-
or may exonerate himself.

41. Penalty for lending Company's money to

shareholders.

42. Actions between Company and share-

holders.

43. Service of process on Company.

HER MAJESTY, by and witli tlie advice aiidoonsout (if tlioLeg-islative
^Vsseiiibly of the rroviiice of Ontario, enacts as follows:

1. This Act may be cited as " I'he (hitarlo Joint Stock Compn-
nies Gt'ni'i'dl Clan.s(us Act.''^

3. The e.xiiression " The Sjiecial Act," when used in this Act,
shall be construed to mean any Act incorpofatinp; a Company for any
of the purposes herein mentioned, and with wliicli this Act is incorpo-
rated, in manner hereinafter mentioned, — and iilso till Acts amending
such Act. 24 V. c. 18, s. 3.

3* The following words and expressions, both in this and the Spe-

■

142 Cap. 1 49. Joint Stock Co^ys, General CloAises.

Imm^

cial Act, shall have tho meanings hereby assigned to tliem, unless there
is something in the siil>je<-t or ('(intext repngnant to such constniction,
that is to say :

(1.) " The Conipanj' " shall mean the Company incorporated by
the Special Act ;

(2.) " Th« undertalcing " shall mean the whole of the works and-
business of whatever kind, which the Company is authorized to under-
take and carry on ;

(3.) " Real estate " or " land," shall include all real estate
messuages, lands, tenements and hereditaments, of any tenure ;

(4.) •" Shareholder " shall mean every subscriber to or holder of ,
stock in the CVunpany, and shall extend to and inchule the personal
representatives of the shareholder. 24 V. c. 18, 8. 4.

4. When not otherwise expressly enacted, this Act shall apply to
every Joint Stock (Company, sul»ject to the J ^gislative authority of the
Legislatnre of this Province, and incorporati i by any Special Act pass-
ed since the the eigteenth day of May, 1861, or hereafter, for any of
the following purposes :

1. The carrying on of any kind of mannfacturing, shipbuilding,
mining, mechanical or chemical business ;

2. The erection and maintenance of any building or buildings to
to used in whole or part as a Mechanics' Institute, or Public Reading
or Lecture Room, or as a place for holding Agricultural or Horticultu-
ral Fail's or Exhibitions, or as a place for Educational, Library,
Scientific or Religious purposes, or as a Public Hotel, or as a place for
Baths and Bath-houses ;

3. The opening and using of Petrolium, Salt or Mineral Springs ;

4. The carrying on of any Fishery or Fisheries in this Province,
or the waters thereto adjacent, and the building and equipping of ves-
sels required for such Fishery or Fisheries ;

5. The carrying on of any general foi'warding business, and the
construction, owning, chartering or leasing of ships, steamboats, wharves,
roads, or other property required for the pui-pose of such forwarding
business ;

6. The supi^lying of any place with Gas or Water, or with both
Gas and Water ;

7. The constructing of any line or lines of Telegraph ;

8. The acquii'ing or constructing, and maintaining of any dam,
slide, pier, boom or other work necessary to facilitate the transmission
of timber down any river or stream in this Province, and the blasting
of rocks, the dredging or removing of shoals or other impediments, or
the improving otherwise of the navigation of such streams for such
purpose ;

9. The acquiring or constnicting, and maintaining, of any plank,
macdamized or gavelled road, or of any bridge, pier, wharf, dry dock,
or marine railway ;

Joint Stock Co'ys, General Clauses. Cap. 149. 143

And this Act shall be deemed to be incorporated with every such
Special Act : and all tlie clauses and provisions of this Act unless they
are expressly varied or excepted by any such Special Act, shall apply to
the Company thereby chartered, so far as applicable thereto, and shall,
as well as the clauses and provisions of eveiy other Act incoi*porated
with such Special Act, form part of such Special Act, and be construed
together therewith as forming one Act. 24 Y. c. 18, s. 1.

5. For the purpose of incoiiiorating this Act, or any of its pro-
visions with a Special Act for purposes other than aforesaid it shall be
sufficient in such Special Act, to enact, that the clauses of this Act, or
such of them as in such Act may be particularly designated to that end,
shall be incorporated with such Special Act ; and thereupon, all such
clauses, save in so fai- as they ai-e expressly varied or excepted by such
Special Act, shall be construed as if the same were formally embodied
and reproduced therein. 24 Y. c. 18, s. 2.

6* Every Company incoqiorated for any of the abo^'e purposes,
under any Special Act, •^" "11 be a body corporate under the name
declared in the Special Act, and may acquire, hold, alienate and convey,
any real estate necessary or requisite for the carrying on of the under-
taking of such CJompany, and shall be invested with all the powers, pri-
vileges and immunities necessary to carry into effect the intentions and
objects of this Act and of the Special Act, and which are incident to
such corporation, or expressed or included in " The Interpretation Aet.^''
24 Y. c. 18, s. 5.

T. All powers given by the Special Act to the Companv shall be
exercised subject to the provisions and restrictions contained in this
Act. 24 Y. c. 18, s. 6.

S. The affairs of every such Company shall be managed by a
Board of not less than three, nor more than nine Directo . 24
Y. e. 18, 8. 7.

tt. The persons named as such, in the Special Act, shall be the
Directors of tlie Company, until replaced by others duly named in their
stead. 24 Y. c. 18, s. 8.

10. No person shall be elected or named as a Director thereafter,
unless he is a shareholder, owning stock absolutely in his own right, and
not in arrear in respect of any call thereon ; And the major part of the
after Directors of the Company shall, further, at all times, be persons
resident in this Province, and subjects of Her Majesty by birth or
naturalization. 24 Y. c. 18, s. 9.

11 . The after Directors of the Company shall be elected by the
shareholders, in general meeting of the Company assembled, at such
times, in such wise, and for such tenn, not exceeding two years, as the
Special Act, 'or, in default thereof, the by-laws of the Company, may
prescribe. 24 Y. c. 18, s. 10.

12. In default only of other express provisions in such behalf, by
the Special Act or by-laws of the Company, —

il'

■; I

14:4 Cap, 149. Joint Stock Cdys^ General Clcmaes.

1. Sncli election sliall take place yearly, all the Tnembers of the
Board retiring, and (if otherwise (jualitied) being eligible for re-election;

2. Noti(!e of the time and place for holding general meetings of
the Company whall ])e given at least ten days previously thereto, in
some newpaper published at or as near as may be to the place in which
the office or chief place of business of tlie Compony is ;

3. At all gciui'id iiicctings of tho Company, every shareholder
shall be entitled t(» as many votes as he owns shares in the C(jmpauy,
and may vote by jjroxy ;

• 4. Elections of Directors shall be by ballot ;

T). Vacancies occurring in the Hoard of T)ircctors may be filled for
th(! un('xj)ired remainder of the term, by the Uoard, from among the
(lualified shaivholdci-s of the Company;

<!. The J^irectors shall from time to time elect from among them-
selves a President of the Com[)auy ; and shall also name, and may re-
move at pleasure, all otlici- officers thereof. 24 V. c. IH, s. 11.

13. If at any time an election of Directors is not made or does
not take effect at the ])roper time, the Company shall not be held to be
thcM'eby dissolved ; but such election may take place at any general
meeting of the Company duly called for that purpose ; and the retirii'g
Directors shall contimie in office until then- successors are elected.
24 V. c. 18, s. 12.

14. The Directors of the Company shall have full power in all
things to admim'ster the alfairs of the Companv, and may make or cause
to be made for the Company any description of contract which the Com-
pany may by law enter into. 24 V. c. 18, 8. 13.

I»>. The Directors may from time to time make by-laws not con-
trary to law, nor to the Special Act, nor to this Act, to regulate —

{(i) The allotment of stock, the making of calls thereon, the pay-
ment thereof, the issue and registration of certificates of stock, the for-
feiture of stock for non-payment, the- disposal of forfeited stock and of
the proceeds thereof, the transfer of stoctc ;

{!)) The declaration and payment of dividends ;

{(') The number of the Directors, their term of service, the amount
of their stock qualification ;

(//) The appointn'iCnt, functions, duties and removcil of all agents,
officers and servants <jf the Company, the security to be given by them
to the Com[)any, their remuneration and that (if any) of the Directors ;

{e) The time at which and place where the annual meetings of the
Company shall be held ;

V, ; The calling of meetings, regular and special, of the Board of
Directors, and of the Company, the <piorum, the requirements as to
proxies, and the procedure in all things at such meetings ;

{g\ The imposition and recovery of all penalties and forfeitures
adinittmg of regulation by by-law ; and

its,
kem

Irs ;

the

of
to

ires

Johit Stock Cd'ys, General Clauses. Cap. 149. 146

(A) The conduct in all other particulars of the affairs of the Com-
pany ;

and may from time to time repeal, amend or re-enact tlie 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. 24 V.,
c. 18, s. 13.

lO. A copy of any by-law of the Company, under its seal, and
purporting to be signed by any officer of the Company, shall be
received di?, prima facie evidence of such by-law in all Courts of Law
or Equity in this l*roviiice. 24 V., c. 18, s. 14.

IT. One-fourth part in value of the shareholders of the Company
shall at all times have the right to call a special meeting thereoT, for
the transaction of any business specified in si'' written requisition and
notice as they may issue to that effect. 24 ^ , c. 18, s. 13.

18, The stock of the Com 'any shall be deemed personal estate,
and shall be transferable, in such uianner only, and subject to all such
conditions and restrictions as by this Act, or by the Special Act or by-
laws of the Company, may be prescribed. 24 V., c. 18, s. 16.

10« If the Special Act makes no other definite provisions, the
stock thereof shall be allotted, when and as the Directors, by by-law or
otherwise, may ordain. 24 V., c. 18, s. 16.

20. The Directors of the Company may call in and demand from
the shareholder^ thereof, respectively, all sums of money by them sub-
scribed, at such time and places, and in such payments or instalments,
as the Special Act, or as this Act may require or allow; and interest
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. 24 V., c. 18, s. 17.

21. 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 incorporation of the Company ; and
for every year thereafter, at least a further ten per centum shall in like
manner be called in and made payable, until the whole is called in. 24
v., c. 18, s. 18.

22. The Company may enforce payment of all calls and interest
thereon, by action in any Court of competent jurisdiction ; and in such
action it shall not be necessary to set forth the special matter, but it
shall be sufficient to declare that the defendant is a holder of one share
or more, stating the number of shares, and is indebted in the sum of
money to which the calls in arreaf 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 purporting to be signed
by any officer, of the Company, to the effect that the defendant is a

10 '

.t
I

14G Cap. 149, Joitd Stock Oo''ys, General Clauses.

shareholder, that such call or calls has or have l^een made, and that so
much is due by him and uii))aid thereon, shall be received in all Courts
of Law and Equity as prinid facie evidence to that effect. 24 V., c.
18, s. 19.

23* If, after such demand or notice as by the Special Act or by-
laws of the Company is prescribed, any call made upon any share or
shares is not paid within such tiuie as by the Special Act or by-laws is
limited in that behalf, the Directors, in their discretion, by vote to that
effect, reciting the facts, and duly recorded in their minutes, may sum-
marily forfeit any shares whereon such payment is not made ; and the
same shall thereupon become the property of the Company, and may
be disposed of as by by-laws or otherwise it may ordain. 24 V., c.
18, 8. 20.

•24. No share shall be transferable, until all previous calls thereon
have been fully paid in, or until declai-ed forfeited for non-payment of
calls thereon. 24 V., c. 18, s. 21.

2»5. No shareholder being in arrear in respect of any call shall be
entitled to vote at any meeting of the Company. 24 V., c. 18, s. 22.

26.. The C'oinpany shall cause i. book or books to be kept by the
Secretary, or by some other officer specially charged with that duty,
wherein shall be kept recorded —

1. The names, alphal)etically arranged, of all persons who are or
have been shareholders ;

2. The address and calling of every such peraon, while such share-
holde!' ;

3. The number of shares of stock, held by each shareholder ;

4. The amounts paid in, and remaining unpaid, respectively, on
the stock of each shareholder ;

5. All transfers of stock, in their order as presented to the Com-
pany for entry, with the date and other particulars of each transfer,
and the date of the entry thereof ; and —

6. 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. 24 V., c. 18, s. 23.

27. The Directors may refuse to allow the entry in any such
book, of any transfer of stock whereof the whole amount has not been
pai<i in ; and whenever entry is made in such book, of any transfer of
stock not fully paid in, to a person not being of apparently sufficient
means, the Directors, jointly and severally, snail be liable to the credi-
tor, of the Company, in the same numner and to the same extent as the
transferring shareholder, but for such entry, would have been ; but if
any Director present when such entry is allowed forthwith, or if any
Director then absent, within twenty-four hours after he has become
aware thereof and able so to do, enters in the minute book of the
Board of Directors his protest against the same, and within eight days
theieafter causes such protest to be published in at least one newspaper

18.

[been
ler of
Icient

jredi-
the

)ut if

If any

Icome

If the

days

>aper

Joint Stock Cd'ya, Oeneral Clauses. Cap. 149. 147

published at, or as near as may be possible to, the office or chief place
of business of the Company, such Director may thereby, and not other-
wise, exonerate himself from such Kability. 24 V,, c. 18, s. 24.

28. No transfer of stock shall be valid for any purpose whatever,
save only as exhibiting the rights of the parties thereto towards each
other, and as rendering the transferee liable ad interim jointly and
severally with the transferor, to the Company and their creditors, —
until entry thereof has been duly made in such book or boo.cs. 24 V.,
c. 18, s. 25.

29. Such books shall, during reasonable business hours of every
day, except Sundays and statutory and obligatory holidays, be kept
open for the inspection of sliareholders and creditoi's of the Company,
and their personal representatives, at the ofHce or chief place of busi-
ness of the Company ; and every such sliareholder, creditor or repre-
sentative may makfe extracts therefrom. 24 V. c. 18, s. 26.

30. Such books shall ha prima facie evidence of all facts pur-
porting to be thereby stated, in any suit or proceeding against the
Company or against any shareholder. 24 V. c. 18, s. 27.

\_Section 28 of 24 V. c. 18, is asfoilojcs:

28. Every Director, officer or servant of the Company, who knowingly makes or
assists to make any untrue entry in any audi book, or who refuses or neglects to
make any proper entry therein, or to exhibit the same, or to allow the same to be
inspected and extracts to be taken therefrom, shall be guilty of a misdemeanor, and
being convicted thereof shall be punished accordingly.]

31* Every Company neglecting to keep such book or books open
for inspection as aforesaid, shall forieit its corporate rights. 24 \. c.
18, 8. 29.

32. The Company shall not be bound to see to the execution of
any trust, whether express, implied or constructive, in respect of any
shares ; and the receipt of the shareholder in whose name the same
stand in the books of the Company, shall be a valid and binding dis-
charge to the Company for any dividend or money payable in respect
of such shares, and whether or not notice of such trust has been given
to the Company ; and the Company shall not be bound to see to the
application of the money paid upon such receipt. 24 V. c. 18, s. 30.

33. Every contract, agreement, engagement or bargain made, and
every bill of exchange drawn, accepted or endorsed, and every promis-
sory note and cheque made, drawn or endorsed on behalf of the Com-
pany, by any agent, officer or servant of the Company, in general
accordance with his powers as such under the by-laws of the Oorapany,
shall be binding on the Company ; and in no case shall it be necessary
to have the seal of the Company affixed to any such contract, agree-
ment, engagement, bargain, bill of exchange, 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 Com-
pany, be thereby subjected individually to aii/ liability whacsoever to
any third party, therefor ;

148 Cap. 149, Joint Stock Cd'ys, General Claitses.

2. Nothing in this section shall be construed to authorize the Com-
pany to issue any note payable to tlie bearer thereof, or any promissory
note intended to be circulated as money, or as the note of a bank. 24
y. c. 18, 8. 31.

34* No Company shall use any of its funds in the purchase of
stock in any other corporation, unless in so far as such purchase is
specially authorized l>y tiie Special Act, and also by the Act creating
Buch other corporation. 24 v. c. 18, s. 32.

35* Each shareholder, until the whole amount of his stock has
been paid up, shall be individually liable to the creditors of the Com-

f)any, to an amount ecpial to that not paid up thereon ; but shall not be
iable to an action therefor by any creditor, oefore an execution against
the Company has been returned unsatisfied in whole or in ])art ; and
the amount due on such execution shall be the amount recoverable with
costs, against such shareholders. 24 V. c. 18, s. 33'.

30. The shareholders of the Company shall not as sucli be held
responsible for any Act, default or liahility whatsoever, of the Com-
pany, or for any engagement, claim, payment, loss, injiiry, transaction,
matter or thing whatsoever, relating to or connected with the Company,
beyond the amount of their re^-pective shares in the capital stock there-
of. 2^ V. c. 18, s. 34.

•17. No person holding stock in the Company as an executor, ad-
ministrator, tutor, curator, guardian or trustee, shall be person-
ally subject 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, jvs the testator or intestate, or the minor, ward, and 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 security, shall be per-
sonally subject to sucli liability, but the person pledging such stock
shall be considered as holding the same, and shall be liable as a share-
holder accordingly. 24 V. c. 18, s. 35.

38. Every such executor, administiutor, tutor, curator, guardian
or trustee, shall represen the stock in his hands, at all meetings of the
Company, and may vo«- accordingly as a shareholder ; and every per-
son who pledges his stock may nevertheless represent the same at all
such meetings, and may vote accordingly as a shareholder. 24 V. c.
18, 8. 36.

30. The Directoi*s of the Com]>any shall be jointly and severally
liable upon any and every written contract or uTidertaking of the Com-
pany on the face whereof the word " Limited " or the words " Limited
Liahility ^^ are not distinctly Vv'ritten or printed after the name of tlie
Company where first occurring, and also to the labourers, servants and
apprentices of the Company, for all debts not exceeding one year's
wages, due for service performed to the Company whilst they are such
Directors respectively ; but no Director shall be liable to an action upon
any such contract or undertaking or for recovery of any such debt,
unless the Company has been sued upon or for the same within one

lan
the
icr-
all
. c.

ally

om-
lited
the

and
'ear's

snch
upon
debt,
one

Joint Stock Co''ys, General Clatises. Cap. 149. 149

year after the same became exigible, nor yet unless such Director is
sued thereon or therefor within one year thereafter, nor yet before an
execution against the Company has been returned imsatiefied in whole
or in part ; and the amount due on sucli execution sliall be the amount
recoverable, with costs, against tlie Directors. 24 V. c. 18, s, 39.

40. If the Directors of the Company declare and pay any divi-
dend when the Company is insolvent, or any dividend the payment of
which renders the Company insolvent, or diminishes the capital stock
thereof, they shall be jointly and severally liable, as well to the Com-
pany as to the individual shareholders and ci'editors thereof, for all the
debts of the Company then existing, and for all thereafter contracted
during their continuance in ofnce, respectively ; but if any Director
present when such dividend is declared, fortlnvith, or if any Director
then absent, within twenty-four hours after he has become aware tliere-
of 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 published in
or as near as may be possible to the place where the office or chief
placs of business of the Company is, such Directors may thereby, and
not otherwise, exonerate himself from such liability. 24 V.c. 18, s. 37.

41. No loan shall be made by the Company to any shareholder,
and if such is made, all Directors and other officers of the Company
making the same, or in any wise assenting thereto, shall be jointly and
severally liable to the Company for the amount of such loan, — and also
to third parties, to the extent of such loan with legal interest, for all
the debts of the Company contracted from the time of the making of
such loan to that of the re-payment thereof. 24 V. c. 18, s. 38.

42. Any description of action may be prosecuted and maintained
between the Company and any shareholder thereof. 24 V. c. 18, s. 41

43. Service of all manner of summons or writ whatever upon the
Company, may be made by leaving a copy thereof at the office or chief
place of business of the Company, with any grown pereon in charge
thereof, or elsewhere with the President or Secretary thereof ; or if the
Company has no known office or chief place of business, and has no
known l^resident or Secretary, then, upon return to that effect duly
made, the Court shall order such pul)lication as it may deem requisite
to be made in the premises, for at least one month, in at least one
newsjjaper ; and such publication shall be held to be due service upon
the Company. 24 V. c. 18, s. 40.

150 Cap. 150. Joint Stock Cd'ys by Letters Patent.

CHAP. C L .

JHi'

An Act respecting the incorporation of Joint Stock Com-
panies by Letters Patent.

\ {

Section.

Boction.

3-
4-
5-
6.

7-
8.

10.

II.

12,

'3.

«S
1 6.

i8.

20,

21.
22.

24-

26.
27

Short title.

Interpretation of the words : — " The
letters patent," "The supplementary
letters patent," "The Company,'
"The undertaking," "Real estate,"
"Land," "Shareholder."

Companies formed for certain purposes
may be incorporated by letters patent.

Notice to be given in the Ontario
(iazette, and what it shall contain.

Petition for letters patent, what it shall
contain .

Notices for incorporation of companies
by the Legislature may in certain cases
be accepted as notices for letters patent.

Lieutenant-Governor may dispense with
notice when capital $3,000 or under.

Preliminary conditions, to be estab-
lished. Proof thereof. Power to take
affidavits.

Name different from that ])roposed may
be given without further notice.

Notice of issuing letters patent. Com-
pletion of incorporation.

Change of name and supplementar/ let-
ters patent. Compelling changt of
name.

Change of name. 37 V. c. 35 (O).

Certam informalities not to invalidate
letters patent.

General corporate powers of such com-
panies.

Sub-division of shares.

Increase of capital. By-law for that
purpose.

Reduction of capital ; by-law for that
purpose; liability of shareholders on
decrease ; such by-laws must be
approved by shareholders and con-
firmed by supplementary letters patent.

Petition for supplementary letters patent;
By-law, &c., to be produced with peti-
tion; powers of officer charged to report
on petition.

Granting of supplementary letters patent;
notice thereof; effect of such letters
patent.

Powers by the letters patent to be sub-
ject to this Act.

Board of Directors.

Provisional Directors.

Qualifications of Directors.

After Directors, to be elected.

Mode of election; yearly; notice; votes;
ballot ; vacancies ; President aiitl
officers.

Failure to elect Directors, hnw remedied.

Change in the number of Directors.

28.
29.

30.

31-
32.
33-
34-
35-

36.
37-
38-

39-
40.
41.
42.

43-
44.

45-
46.

47.
48.

49.

SC-
52.

53-
S4-
SS-

56.
57.

58.

59-
60.

Powers and duties of Directors.

By-laws ; stock ; dividends ; Directors ;
officers ; meetings ; fines ; conduct of
affairs generally ; confirmation of by-
laws.

Power to issue bonds, debentures, and
to grant mortgages.

Special meetings.
Evidence of by-laws.

Slock, jiersonul estate.

Allotment of stock.

Disposal of slock. Payment to Presi-
dent or Director.

Calling in instalments.

Calls. Ten per cent within first year.

Enforcement of payment of calls, by
action.

Forfeiture of shares.

Restriction as to transfers.

Shareholders in arrears not to vote.

Record books to be kept and what to
contain.

Refusal to enter transfer if calls not paid.

Transfer valid only after entry.

Books to be opened for inspection.

Books to be prima facie evidence.

Penally for false entries.

Liability for refusal to allow inspection
of books.

Lists of shareholders and statements of
affairs to be made yearly, with other
particulars. Contents of statement ;
mode of writing same ; verification
thereof ; posting thereof ; deposit with
Provincial Secretary ; penally for de-
fault.

Company not to be liable in respect of
trusts, &.C.

Contracts, &c. when to be binding on
company. Proviso as to notes, bank-
ing and insurance.

Not to purchase stock in other cor-
porations.

Lial)ility of shareholders.

Limited to amount of stock.

Trustees &c., not personally liable.
Mortgages.

Trustee, etc., may vote. Mortgagor of
stock may vote.

Liability of Directors declaring a divi-
dend when Company is insolvent, &c.
How a Director may avoid such
liability.

No loan by Company to shareholder.
Except in certain cases.

Liability of Directors for wages.

Service of process on the Company.

consti-i
37 V.

'W ' 1

Joint Stock Cd'ya hy Ldtera Patent. Cap. 160. 161

HcRtloii.

65. Sul)sistinfT companies may apply under

this Act.

66. Sulisisting companies may apply for

letters patent with extended powers.

67. I'roofs may l)e l>y affidavit.

68. Windiny up Acts to api)ly.

Section.

61. Actions between Company and share-

holders.

62. Mode of incorporation, etc., how to be

set forth in lejjal proceedings.

63. Forfeiture of charter for non-user.

64. Fees n letters patent, etc., to lie fixed

by yrder-in-Council.

HER MAJESTY, by .iiid with the advice und consent of tlie Legis-
lative Assembly of the Province of Ontario, enacts as follows:

1. This Act may he cited as " The Onia/rio Joint Stock Compa-
nies' Letters Patent Act."

2. Tlie following expressions in this Act, and in all letters patent
and supplementary letters patent issued under the same, shall have the
meaning hereby assigned to them, unless there is something in the sub-
ject or context repugnant to such construction, that is to say :

(1.) '' The letters patent" shall mean the letters patent incorporat-
ing a (Jompany for any purpose (contemplated by this Act ;

(2.) " The suj)i)lementary letters patent" shall mean any letters
patent granted for the increasing or reducing of the capital stock of
such Company.

(3.) '" The Company" shall mean the Company so incorporated by
letters patent ;

(4.) " The undertaking" shall mean the whole of the works and
business of every kind, which the Company is autliorized to carry on ;

(5.) " Real estate" or '■' land" shall include all immovable real
property of eveiy kind ;

(6.) " Shareholder" shall mean every 8uI)S(!riber to, or holder of
stock in the Company, and extend to, and include the ])er8onal repre-
sentatives of tlie shareholder. 37 V. c. 35, s. 2.

3. The Lieutenant-Governor in Council may, by letters patent
under the Great Seal, grant a charter to any number of persons, not less
than five, who shall petition therefor, constituting such persons and
others who may become shareholders in the ('onipany thereby created,
a body corporate and politic, for any purposes or objects to which the
legislative authoi'ity of the Legislature of ( )ntario extends, except the
construction and working of Railways and the business of Insurance.
37 V. c. 35, 8. 3.

4. The apphcants for such letters patent must give at least one
month's pre\nous notice in the Ontario Gazette, of their intention to
apply for the same, stating therein :

(rt.) The proposed cori)orate name of 1 o Company, which shall
not be that of any other known Com])any, incorporated or unincor-
])orated, or any name liable t(» be unfairly confounded therewith, or
otherwise on public ground objectionable ;

{d.) The object for which its incorporation is sought ;

(c.) The place or places within the Province of Gntario, where its
operations are to be carried on, w^th special mention if there be two
or more such places, of some one of them us its chief place of busicees ;

• I

!, J'

1 ■ ,'

■ 1

\ >

■:i:-Mf

152 Cup. 150. Joint Stock Co'ys hy Letters Patent.

(d.) The amount of its capital stock ;

(<?.) The number of shares and amount of each share ;

{/.) Tlie names in full and the address and calling of each of the
applicants, with special mention of the names of not less than throe of
their numl)er, who are to be the first Directors of the Company, 37
V. c. 35, s. 4 ; 39 V. c. 7, s. 25.

5. At any time, not more th^m one month after the last puldica-
tion of such notice, the applicants may petition the Lieutenant-Gov-
ernor, through the Provincial Secretary, for the issue of such letters
patent.

2. Such petition must state the facts required to be set forth in the
notice, and must further state the amount of stock taken by each appli-
cant, and also the amount, if any, paid in upon the stock oi each appli-
cant

3. The petition must also state whether such amoimt is paid in
cash or by transfer of property, or how otherwise.

4. In case the petition is not signed by all the shareholders whoso
names are proposed to be inserted in the letters patent, it shall be
accompanied by a memorandum of association, signed by all the persons
whose names are to be so ni8erted, or by their attorneys, lawfully
authorized in writing, and such memorandum shall contain the particu-
lars required by the next preceding section.

5. The petition may ask for the enibod^nng in the letters patent,
of any pronsion which otherwise under this Act might be embodied in
any by-law of the Company when incoqiorated. 37 V. c. 35, s. 5.

6. Where a notice has been published according to the rules of
the Legislative Assembly for an Act incorporating any Company, the
incoi-poration whereof is sought for objects for which mcorporation is
authorized by this Act, and a Bill has been introduced into the said
Assembly in accordance with such notice, and is subsequently thrown
out or withdrawn, then in case a petition to the Lieutenant-Governor
for the incorporation under this Act of such Company is filed with the
Provincial Secretary within one month from the day of the termination
of the Session of the Assembly for which the said notice was given,
such notice may be accepted in lieu of the notice required by the fourth
section. 40 V. c. 8, s. 64.

T. The Lieutenant-Governor mav dispense with the publication of
the notice mentioned in section four, m any case in which the capital of
the proposed Company is three thousand cfollars or under ; and m such
case the petition to the Lieutenant-Governor shall state the particulars
mentioned in section four in addition to the particulars mentioned in
section five. 40 V. c. 8, s. 65.

8. Before the letters patent are issued, the applicants must estab-
lish to the satisfaction of the Provincial Secretary, or of such other
officer as may be charged by order of the Lieutenant-Governor in
Council to report thereon, the sufficiency of their notice and petition,
and that the proposed name is not the name of any other known incor-
porated or unincorporated Company.

are
in

Joint Stock Co^ya by Zettera Patent. Cap. 160. 153

2. Tlio Provincial Secretary, or sncli otlier officer, may for the pur-
po8C8 aforeejiid, take and keep of record any recpiisite evidence in writ-
ing under oath or atHrination, and he, or any Justice of the Peace, or
Commisaioner for taking affidavits in any oi the Superior Courts, may
administer every requisite oath or affinuation. 37 V. c. 35, s. 6.

O. The letters patent shall recite such of the material averments
of the notice and petition so established, aa the Lieutenant-Ciovemor
may lind convenient to insert therein, and the Lieutenant-Governor
may, if he thinks fit, give to the Company, a corporate name ditforent
from the name proposed by the ai)plicant8 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 published as aforesaid. 40 V. 8, s. 62.

10. Notice of the granting of the letters patent shall be forthwith
given by the Provincial Secretary, in the Ontario Gazette, in the fonn
of the Schedule A appended to this Act ; and from the date of the
letters patent the persons therein named and their successors shall be a
body corporate and politic by the name mentioned therein. 37 V. c.
35, 8. 8,

11. In case it is made to appear that any Company is incorporated
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 supplementary letters patent reciting the fonner letters, and
changing the name of the Company to some other name to be set forth
in the supplementary letters patent ; and no such alteration of name
shall affect the rights or obligations of the Company ; and all proceed-
ings may be contmued and commenced by or against the Company by
its new name, that might have been contiimed or commenced by or
against the Company by its former name.

2. The Court of Chancery may compel an application under this
section whenever a Company improperly assumes the name of, or a
name similar to, that of an existing Cfompany. 37 V. c. 35, s. 9.

12. Where a Company heretofore incorporated under The Onta-
rio Joint Stock Companies Letters Patent Act 1874, or incorporated
under this Act is desirous of adopting another name, the Lieutenant-
Governor in Council, upon being satisfied that the 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 set forth in the supplementary letters
patent. 38 V. c. 23, s. 5.

13. The provisions of this Act relating to matter preliminary to
the issue of the letters patent shall be deemed directory only ; and no
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 irregularity in respect of any other matter prehminary to the
issue of such letters patent. 38 Y. c. 23, b. 3.

164 Cap. 150. Joint StocJc Co'ys hy Letters Patent.

14. Every Company so incoi-porated may acquire, hold, alienate
and convey real estate subject to any restrictions or conditions in the
letters patent set forth, and shall forthwith become and be invested
with all rights, real and personal, heretofore held by or for the Com-
pany 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 incorporated by a Special
Act of the Legislature, making the Company a body politic and cor-
porate, and embodying all the provisions oi this Act, and of the letters
patent. 37 V. c. 35, e. 10 ; 40 V. c. 8, s. 63.

15. The Directors of the Company, if they see fit at any time,
may make a by-law sub-dividing the existing shares into shares of
smaller amount. 37 V. c. 35, s. 11.

16. The Directors of the Company, if they see fit at any time, after
the whole capital stock of the Company has been taken up and fifty per
centum thereon paid in, l)ut not sooner, may make a by-law for in-
creafiing tlie capital stock of the Company to any amount which they
may consider requisite for the due carrying out of the objects of the
Company ;

2. Such by-law shall declare the numl)er and value of the shares of
the new stock ; and may prescribe the manner in which the same is to
be allotted ; and in defaiilt of its so doing, the control of such allotment
shall be held to vest absolutely in the Directors. 37 Y. c. 35, s. 12.

IT. 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 ?.mount which they may consider sufficient for the due can-ying
out of the undertaking of the Company, and advisable.

2. Such 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 niles
by which the same is to be made. 37 Y. c. 35, s. 13.

3. The liability of shareholders to persons who were, at the time
of the reduction of the capital, creditors of the Company, shall remain
as though the capital had not been decreased. 37 Y. c. 35, s. 14, (2.)

4. But no by-law for increasing or decreasing the capital stock of
the Company, or subdividing the shares, shall have any force or effect
whatever, until after it has been sanctioned bv a vote of not less than
two-thirds in value of the shareliolders at a general meeting of the
Company duly called for considering the same, and afterwards con-
firmed by supplementary letters patent. 37 Y. c. 35, s. 14, (1.)

18. At anv time not more than six months after such sanction ox
such by-law, the Directors may petition tlic Lieutenant-Governor,
through the Provincial Secretary, for the issue of supplementary letters
patent to confimi the same.

2. With such petition they shall })roduce such by-law, and establish
to the satisfaction of the I'rovmcial Secretary, or ot such other officer
as may be charged by order of tlie Lientenant-Governor in Council, to
report thereon the due passage and sanction of such by-law, and if the

peti
chai
and
beer

Ua. T
i'ori)orated (
J(»iiit Stoel
Joint Stock
for creatin<r
.^tock, givin<
ileiuLs and o
l)V-l;l\V. 41

(2) Sue
slmrt'S shall 1
lioiirtl of dir(
iif the conip;

(3) i\o
after it has 1:;
pivsL'ut in pt
'luly (.'ailed f
ui'iriiii;' \\\ tl

(4) All
Act not iuco
I'l'ciite and ist
•li;ill he share
iill ivspects j)
iioldLTs witlii
i'i'>|»('ct of (lii
"I'lliiiaiy shai
a.'^ aforesaid.

(5) Xotl
iiv of aTiy c

of bnei

Joint Stock Co' ys hy Letters Patent. Cap. 150. 155

petition is in respect of increase or decrease of capital, the bond fide
character of the increase or decrease of capital thereby provided for,
and that notice of the application for supplementary letters patent haa
been inserted for one month in the Ontano Gazette.

mi. - n —

\l<t. The directors of any company wliicli has been heretofure in-
corporated or shall be hereafter incorporated under ''The Ontario
Joint Stock Companies' Letters Patent Act," or "The Ontario
Joint Stock Companies' Letters Patent Act 1874," may make a by-law
for creating and issuing any part of tlie capital stock as preference
rtoek, giving the same such prefei-ence and priority, as respects divi-
ilends and otherwise over ordinary stock, as inav be declared by such
ln-l;i\v. 41 V. c. 8, s. 10.

(•2) Such l)y-law may provide that the holders of sucli preference
>liares sluill liavc the right to select a certain stated prt)portion of tlie
Imard of directors, or may give them such, other control over the affairs
if the company as may be considered expedient. 41 V. c. S, s. 10.

(13) Xo such by-laws shall have any force or effect whatever until
lifter it has been unanimously sanctioned by the vote of the shareholders,
pioi^i'nt in person or by ])roxy at a general meeting of the company,
'Inly called for considering the same, or unanimously sanctioned in
wi'iring l)y the shareholders of sueh company. 41 Y. c. 8, s. 10.

(4) All the provisions of The Ontario Joint Stock Letters Patent
Aft not inconsistent with this Act shall apply to companies who may
I'l'Ciite and issue preferential stock hereunder; and holders of such stock
Miall he shareholders within tlu^ meaning of the said Act, and shall in
ill respects possess the riglits and lie subject to th(; liabilities of sliare-
iiolders within the meaning of the said Act, provided, however, that in
ispect of dividends and otherwise they shall, as against the original or
iiilinary shareholders, he entitled to the preference given hy any by-law
> aforesaid. 41 V. c. 8, s. 10.

(5) Nothing in this section shall affect or impair the rights of cred-
inrs of any conipany. 41 V. c. 8. s. 10.

Joint Stock
Coiiipaiiifs iiiiiy
issue pivfi'i-eu-
tiiil stock.

rowers to nn;-
feii'iice sliaro-
holders

Sanction iviinii
Oil as to prc-
feii'ut'o sliaivs.

Ont ,Jt Stk.

liCluTS Palriit
Act to apiily on
issue of jircfcr-
enco stoi'k

Hi^hts an<

liabilities

lioldcrs.

Uiglits ofciciii
ors continiicil.

iiuvNespitpei piii>ii»nt:u ai. oi ajs iiutu a«3 iiin^ uu tu luu uuicu or ciiiui piauu
of business of the Company ;

hi^

:,<»:•

154 Cap. 150. Joint Stock Co'ys hy Letters Patent.

14. Every Company so incoi-porated may acquire, hold, alienate
and convey real estate subject to any resti-ietlons or ccnditions in the
letters patent set forth, and shall forthwith become and be invested
with all rights, real and personal, heretofore held by or for the Com-
pany under a tnist created with a view to its incorporation, and with all

lfP~"'

■ ^■v,'iti'v-Lii«aii, \^v'»v,iiiv»i ill V-AlUilUll* \AJ

report thereon the due passage and sanction of such by-law, and if the

1.
Board

Jovnt Stock Co'ys hy Letf^s Patent. Cap. 150. 155

petition is in respect of increase or decrease of capital, the ho7m fide
character of the increase or decrease of capital thereby provided for,
and that notice of the application for supplementary letters patent haa
been inserted for one month in the OntaHo Gazette.

3. The Provincial Secretary, or such other officer, may for the pur-
poses aforesaid take and keep of record any remiisite evidence in vv^rit-
mg, under oath or affirmation ; and he, or any Justice of the Peace, or
Commissioner for taking affidavits in the Superior Courts, may adminis-
ter every requisite oath or affirmation. 37 v . c. 35, s. 15.

19. Upon due proof so made, the Lieutenant-Governor in Coun-
cil may grant such supplementary letters patent under the Great Seal ;
and notice thereof shall be forthwith given by the Provincial SecretaiT
in the Ontario Gazette, in the form of the. Schedule B appended to this
Act ; and thereupon, from the date of the supplementary letters patent,
the shares shall be subdivided, or the capital stock of the Company shall
be and remain increased, or decreased, 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 decreasea, shall
become subject to the provisions of this Act, in like manner (so
far as may be) as though every part thereof had formed part of the
stock of the Company originally subscribed. 37 V. c. 35, s. 16.

20. All powers given to the Company by the letters patent and
supplementary letters patent granted in its behalf, shall be exercised
subject to the provisions and restrictions contained in this Act. 37 V.
c. 35, 8. 17.

31 . The affairs of every such Company shall be managed by a
Board of not less than three Directors. 39 V. c. 7, s. 25.

23. The persons named as such, in the letters patent, shall be the
Directors of the Company, until replaced by others duly appointed in
their stead. 37 V. c. 35, s. 19.

23. No person shall be elected or appointed as a Director there-
after, unless he is a shareholder, owning stock absolutely in his own
right, and not in arrear in respect of any call thereon. 37 v . c. 35, s. 20.

24. The after Directors of the Company shall be elected by the
shareholders in general meeting of the Company assembled 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. 37 V. c. 35, s. 21.

25. In default only of other express provisions in such behalf, by
the letters patent or by-laws of the Company ;

1. Such election shall take place yearly, all the members of the
Board retiring, and (if otherwise qualified) being eligible for re-election ;

2. Notice of the time and j .ice for holding general meetings of
the Company shall be given at least ten days prcAnously thereto, in some
newspaper published at or as near as may be to the oflSce or chief place
of business of the Company ;

' i,

156 Cap. 150. Joint Stock Cdy% hy Letters Patent

3. At all general meetings of the Companv, every shareholder shall
be entitled to as many votes as he owns shares m the Company, and may
vote by proxy ;

4. Elections of Directors shall be by ballot ;

5. Vacancies occurring in the Board of Directors may, unless the
by-laws otherwise direct, be tilled for the unexpired remainder of the
term, by the Board, from among the qualified shareholders of the
Company ;

6. The Directors shall, from time to time, elect from among them-
selves, a President of the Company ; and shall also name, and may
remove at pleasure, all other officers thereof. 37 V., c. 35, s. 22.

26. If at any time an election of Directors is not made, or does
not take effect at the proper time, tlie Company shall not be held to be
thereby dissolved ; but such election may take place at any general
v .eting of the Company duly called for that purpose ; and the retiring
Directors shall continue in office until their successors are elected. 37
v., c. 35, s. 23.

27. 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 Ontario.

2. No by-law for either of the said purposes shall be valid or acted
upon unless it is sanctioned by a vote of not less than two-thirds in
value of the shareholders present, in person or by proxy, at a general
meeting duly called for considering the by-law, nor until a copy of such
by-law has been certified under the seal of the Company to the Pro-
vincial Secretary, and also has been published in the Ontario Gazette.
38 v., c. 23, s. 2.

28. The Directors of the Comj any 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 description of contract which
the Company may by law enter into. 37 V., c. 35, s. ^i,part.

29. The Directors may, from time to time, make by-laws not
contrary to law, or to the letters patent of the Company, or to this Act
to regulate —

(a.) The allotment of stock ; the making of calls thereon ; the
payment thereof ; the issue and registration of certificates of stock ;
the forfeiture of stock for non-payment ; tlie disposal of forfeited stock
and of the proceeds thereof ; the transfer of stock ;

(J.) The declaration and payment of dividends ;

(c.) The number of the Directors, their term of service, the amount
of their stock qualification ;

{d.) The appointment, functions, duties and removal of all agents,
officere and servants of the Company ; the security to be given by them
to the Company ; and their remuneration ;

(«.) The time at which and place where the annual meetings of
the Company shall be held ; the calling of meetings, regular and spe-

laws

Joint Stock Go'ys hy Letters Patent. Cap. 150. 157

cial, of the Board of Directors, and of the Company ; the quorum ;
the requirements aa to proxies ; and the procedure in all things at such
meetings ;

(/.) The imposition and recovery of all penalties and forfeitures
admitting of regulation by by-law ; and

{g.) The conduct in all other particulars of the affaire of the Com-
pany ;

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 oiily have force until the
next annual meeting of tlie Company ; and in default of confirmation
thereat, shall, at and from that time only, cease to have force ; and in
that case no new by-law to the same or like effect shall have any force,
until confirmed at a general meeting of the Company. 37 V., c. 35,

30. In case a by-law, authorizing the same, is sanctioned by a vote
(jf not less than two-thirds in value, of the said shareholders, then
present in person or by proxy, at a general meeting duly called for
considering the by-law, the Directors may borrow money upon the
credit of the Company, and issue tlie bonds, debentures, or other secu-
rities of the Company, and may sell the said bonds, debentures, or other
securities at such prices as may be deemed expedient or be necessary ;
but no such debentures shall be for a less sum than one hundred
dollars ;

2. The Directors may, under the like sanction, hypothecate, mort-
gage, or pledge the real or personal property of the Company, to secure
any sum or sums borrowed for the purposes thereof. 37 V., c. 35,

s. 25.

31. One-fourth part in value of the shareholders of the Company
shall at all times have the right to call a special meeting tl- reof, for
the transaction of any business specified in such written requi»ition and
notice as they may issue to that effect. 37 V., c. 35, s, 24, pm't.

3S. A copy of any by-law of the Coiniiany, under its seal, and
purporting to be signed by any officer of the Company, shall be received
a,s prima facie evidence of such by-law in all Courts of Law or Equity
in Ontario. 37 V., c. 35, s. 26.

33« 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 ])y the letters patent or by-
laws of the Company, may be prescribed. 37 V., c. 35, s. 27.

34. If the letters patent make no other definite provision, the
stock of the Company, so far as it is not allotted thereby, shall be
allotted when and as the Directors, by by-law or otherwise ordain.
37 Y. c. 35, 6. 28.

35. No by-law for the allotment or sale of " stock at any greater
discount or at any less premium than what has been previously author-

■I

' '

158 Cap. 150. Joint Stock Co'ys hy ijetters Patent.

I»i«4

MUlf!''

ized at a general meeting, or for the payment of the President or any
Director, shall be valid or acted upon until the same has been confirmed
at a general meeting. 37 V. c. 35, s. 24, jjart.

36. The Directors of the Company may call in and dem;nd from
the shareholders thereof, respectively, all sums of money by them sub-
scribed, 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 interest shall accrue and fall due, at the legal rate for
the time being, upon the amount of any unpaid call, from the day ap-
pointed for payment of such call. 37 V. c. 35, s. 29.

9!7' Not less than ten per centum upon the allotted stock of the
Company, shall, by means oi one or more calls, be called in and made
payable within one year from the incorporation of the Company ; the
residue, when and as the by-laws of the Company direct. 37 V.
c. 35, s. 30.

3S. The Company may enforce payment of all calls and interest
thereon, by action in any Court of competent jurisdiction ; and in such
action it shall not be necessary to set forth the special matter, but it
shall be sufficient to declare that the defendant is a holder of one share
or more, stating 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 purporting to be signed
by an officer of the Company, to the effect tuat the defendant is a
shareholder, that such call or calls lias or have been made, and that so
much is due by him and unpaid thereon, shall be received in all Courts
of Law and Equity as prima facie evidence to that effect. 37 V.
c. 35, s. 31.

39« If after such demand or notice as by the letters patent or by-
laws of the Company is prescribed, any call made upon any share or
shares is not paid within such time as by such letters patent or by-laws
may be limited in that behalf, the Directors in their discretion, by vote
to that effect, reciting the facts, and duly recorded in their minutes,
may summarily forfeit any shares whereon such payment is not made ;
and the same shall thereupon become the property of the Company,
and may be disposed of as by-laws or otherwise the Company may
ordain. 37 V. c. 35, s. 32.

40. No share shall be transferable, until all previous calls thereon
have been fully paid in, or until declared forfeited for non-payment of
calls thereon. 37 V. c. 35, s. 33.

41. No shareholder being in arrear in respect of any call shall 1^°
entitled to vote at any meeting of tlie Company. 37 V. c. 35, s. 34.

43. The Company shall cause a book or books to be kept by the
Secretary, or by some other officer especially charged with that duty,
wherein shall be kept recorded —

shall r

I 1

Joint Stock Cd])S hy Letters Patent. Cap. 150. 159

(a.) A copy of tlie Icttors patent incorporating the Company, and
of any supplementary letters patent for increasing or decreasing the
capital stock thereof, and of all by-laws thereof ;

(J.) 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 ;

{cL) The number of shares of stock held by each shareholder ;

(e.) The amounts paid in, and remaining unpaid, respectively, on
the stock of eacli shareholder ;

(J!) All tranfera of stock, in their order as presented to the Com-
pany for entry, with the date and other particulars of each tmiisfer, 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 ; witli the several dates at which
each person became or ceased to be such Director. 37 V. c. 35, s. 35,

43. The Directors may refuse to allow the entry, int(j any such
book, of any tranfer of stock whereon any call has been made which
has not been paid in. 37 V. c. 35, s. 36.

44. No transfer of stock, unless made by sale under execution,
shall be valid for any purpose whatever save only as exhibiting the
rights of the parties thereto towards each other, and as rendering the
transferee liable ad interim jointly and severally with the transferor to
the Company and their creditors, until the entry thereof has been duly
made in such book or books. 37 V. c. 35, s. 37.

45. Such books shall, during reasonable business hours of every
day, except Sundays ai\d holidays, be kept open for the inspection of
shareholders and creditors of the Company, and their personal repre-
sentatives, at the office or chief place of business of the Company ; and
every such shareholder, creditor or representative, may nuike extracts
therefrom. 37 V. c. 35, s. 38.

46« Such books shall ha jnnvia fame evidence of all facts purport-
ing to be thereby stated, in any suit or proceeding against the Company
or against any shareholder. 37 V. c 35, s. 39.

47. No Director, officer or servant of the Company, shall know-
ingly make or assist to make any untrue entry in any such book, or
shall refuse or neglect to make any jiroper entry therein ; and any per-
son violating the provisions of this section shtill, besides any criminal
liabiHty which he may thereby incur, lie liable in damages for all loss or
injury which any person interested may have sustained thereby. 37 V
c. 35, s. 40.

48. Any Director or officer who refuses to permit any person en-
titled thereto to inspect such l)Ook or books, or make extracts there-
from, shall forfeit and pay to the ]iarty aggrieved the sum of one hun-
dred dollars ; and in ease the amount is not paid within seven day^
after the n -lovery of judgment, the Court in which the judgment \l

--"-n-

lit

160 Cap. 150. Joint Stock Cdys hy Letters Patent,

recovered, or a Judge thereof, may direct the imprisonment of the
oflPender for any period not exceeding three months, unless the amount
with costs is sooner paid. 37 V. c. 35, s. 41.

49. Every Conniany incorporated under this Act shall on or be-
fore the first day of February, in every year, make a list in triplicate
(verified as hereinafter required) of all persons who on the thirty-first
day of December previously, were shareliolders of the Company ; and
such list shall state the names alphabetically arranged, and the addresses
and callings of such persons, the amount of stock held by them, and the
amount impaid thereon ; and shall also make out a summary, verified as
hereinafter required, of the state of the affairs of the Company, on the
thirty-first day of December preceding.

2. Such summary shall contain the following particulars :

Ihi'stly, The names and residences and post office addresses of the
Directors, Secretarj-, and Treasurer of the Company ;

Secondly, The amount of the capital of the Company and the num-
ber of shares into which it is divided ;

Thirdly, The number of shares taken from the commencement 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 ;

Tenthl/y, The total amount of shares which have never been allot-
ted or taken up ;

El&oenthly, The total amount for which shareholders of the Com-
pany are liable in respect of unpaid stock held by them ;

Twelfthly, The said summary may also, after giving the informa-
tion hereinbefore required, give in a concise form, such further infor-
mation respecting the affairs of the Company, as the Directors may con-
sider expedient.

3. The said list and summary, and every duplicate thereof required
by this Act, shall be written or printed on only one side of the sheet or
sheets of paper containing the same.

4. The said list and summary shall be verified by the affidavit of
the President and Secretary, and if there are no such officers, or they,
or either of them are or is at the proper time, out of this Province, or
/-^Vierwise 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, the reason thereof shall be stated in the substituted
affidavit.

red
or

fase

join

Ited

Joint Stock Co'yH h/ Lett^i'8 Patent. Cap. 150, IHI

5. One of the duplicate lists and sunnnaries, with the affidavit of
verification, shall be posted in the head office of the Company in Onta-
i. I or before the second day of February; and the Company shall
kee^, "-lie same so posted, until anotliA* list and summary are posted
under the provisions of this Act; and the other two triplicate lists and
summaries of verification shall be deposited with the Provincial Secre-
tary, on or before the eighth day of February next after the time here-
inbefore fixed for making the summary.

6. If any Company makes default in complying with tlie provisions
of this section, such Company shall incur a penalty of twenty dollars
for every day during which such default continues, and every Director,
Manager or Secretary of the Company, who knowingly and wilfully
authorizes or j>ermits such default, shall incur the like penalty. 37. V.
c. 35, 8. 42.

50. The Company shall not be bound to see to the execution of
any trust, whether express, imi)lied or constnictive, in respect of any
share ; and the receipt of tlie shareholder inj^hose name the same stands
in the books of the Company, shall be a valia and bindmg discharge to
the Company for any dividend or money payable in respect of such
share, whether or not notice of such tnist lias been given to the Com-
pany ; and the Company shall not be bound to see to the application of
the money paid upon such receipt. 37 V. c. 35, s. 43.

51. Every contract, agreement, engegement or bargain made and
every bill of exchange drawn, accepted or endorsed, and every promis-
sory note and 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 exchange, promissory note or cheque, or to
prove that the same was made, drawn, accepted or endorsed, as the case
may be, in pui-suance 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 individually to any liability whatsoever to any third
party therefor.

2. Notliing in this Act shall be construed to authorize the Com-
pany to issue any note payable to the bearer thereof, or any promissory
note intended to be circulated as mone^', or as the note of a bank, or to
engage in the business of Banking or Tnsuranee. 37 V. c. 35, s. 44.

53. No Company shall use any of its funds in the purchase of stock
in any other corporation, unless exi)ressly authorized by by-law con-
finned at a general meeting. 37 Y. c. 35, s. 45.

53. Each shareholder, until the whole amount of his stock has
been paid up, shall be individually liable to the creditors of the Com-
pany, to an amoimt equal to that not paid ui> thereon, but shall not be
fiable to an action therefor by any creditor, before an execution against
the Company has been returned unsatisfied in whole or in part ; and
11

162 Cap. 150. Joint Stock Co*ys by Letters Patent.

\\ m^^.

• m

[;

the amount dno on such execution sluill, subject to the provisions of
the next section, be the amount recoverable with costs, against such
shareholders.

2. Any shareholder may plead by way of defence, in whole or in
part, any set-off which he could set up against the Company, except a
claim for unpaid dividends, or a salary, or allowance as a President or
Director. 37 V. c. 35, s. 46.

(54. The shareholders of the Company shall not as such be held
responsible for any act, default, or liability whatsover, of the Company,
or lor any engagement, claim, payn^'^nt^ 'oss, injury, transaction, matter
or thing whatsoever, relating to <;r ;iyuiiected with the Company, be-
yond tne unpaid amount of their reopective shares in the capital
stock thereof. 37 V. c. 35, s. 47.

55. No person holding stock in the Company as an executor, ad-
ministrator, tutor, curator, guardian or trustee, shall be personally sub-
ject to liability as a shareholder; but the estates and funas in the nands
of such person shall be liable in like manner, and to the same extent, as
the testator or intestate or the minor, ward or interdicted 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 per-
son holding such stock as collateral security, shall be personally subject
to such liability, but the person pledging such stock shall be considered
as holding the same, and shall be liable as a shareholder accordingly.
37 V. c. 35, 8. 48.

56* Every such executor, administrator, tutor, curator, 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 per-
son who pledges his stock may nevertlieless represent the same at all
such meetings, and may vote accordingly as a shareholder. 37 V. c.
35, 8. 49.

57. The Directors of the Company shall not declare or pay any
dividend when the Company is insolvent, or any dividend the payment
of which renders the Company insolvent, or diminishes the capital stock
thereof, but if any Director present when such dividend is declared,
forthwith, or if any Director then absent, within twenty-four hours after
4ie 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 published at or as near as may be possible to, the office or
chief place of business of the Company, such Director may thereby,
and not otherwise, exonerate himselt from liability. 37 Y. c. 35, s. 50.

58. No loan shall, be made by the Company to any shareholder,
and if such is made, all Directors and other officers of the Company
making the same, or in arywise assenting thereto, shall be jointly and
severally liable to the Company for the amount of such loan, and also
to third parties, to the extent of such loan with legal interest, for debts
of the Company contracted from the time of the making of such loan to
that of the repayment thereof : But this section shall not apply to a

Jomt Stock Cd'ys hj Letters Patent. Cap. 150. 163

Building Society, or to a Company inporporatiid for tlie loan of money,
in any manner to which tho authority of this Legirtlaturo, or the mean-
ing of this Act applies. 37 V. c. 35, e. 51.

59. Tho 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 Com-
pany while tliey are su(!h Directors respectively ; but no Director shall
be liable to an action therefor unless the Company has been sued there-
for within one year after the debt became due, nor yet unless
such Director is sued therefor within one year from time when he
ceased to bo such Director, nor yet before an execution against the
Company has been returned unsatisfied in whole or in part; and the
amount due on such execution shall be tho amount recoverable with
costs against the Directors. 37 V. c. 35, s. 52.

60. Service of all manner of summons or writ whatever upon the
Company, may be made by leaving a copy thereof at the office or chief
place of business of tlie Company, with any grown person in charge
thereof, or elsewhere with the President or Secretary thereof ; or if
the Company has no known office or cliief jilace business, and has no
known President or Secretary, then ujion return to that fact duly made,
the Court shall order such publication as it may deem requisite to be
made in the j)remise8, for at least one month, in at least one newspaper;
and such publication shall be held to be due service upon the Com-
pany. 37 V. c. 35, 8. 53.

61. Any description of action may be prosecuted and maintained
between the Company and any shareholder thereof. 37 V. c. 35, s. 54.

63. In an action or other legal proceeding, it shall not be requisite
to set forth the mode of incorporation of the Company, otherwise
than by mention of it under its corporate name, as incorporated by vir-
tue of letters patent, or of letters patent and 8upplemen*^"y letters patent,
as the case may be, under this Act ; and the letterb patent or supple-
mentary letters patent themselves, or any exemplification or copy there-
of under the Great Seal, shall be conclusive proof of every matter and
thing therein set forth. 37 V. c. 35, s. 55.

63. The charter of the Company shall be forfeited by nonuser
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 infringement of such charter.

37 V. c. 35, s. 56.

64. The Lieutenant-Governor in Council may from time to time
establish, alter, and regulate the tariff of the fees to be paid on applica-
tions for letters patent and supplementary letters patent under this Act ;
may designate the Department or Departments through which the is-
sue thereof shall take place ; and may prescribe the forms of proceed-
ing and record in respect thereof, and all other matters requisite for
carrying out the objects of this Act.

liiMOl

\04 Cap. 150. ./m«< Stork Cn'ys hy Letters Patent.

2. Sucli ft'08 may 1)0 inade to vary in amount, under any rule or
ruloH — aa to nature of Oonipany, amount of capital, and otherwise —
that may l)e deemed expedient.

3. No step shall ho taken in any Department towards the issuo of
any letters patent or 8upi)lementary letters patent under this Act,
until after all fees therefor have heen duly paiu. 37 V., c. 35, s. 58.

Wi. Any Company for purposes or objects within the scope of
this Act, heretofore incorporated, whether under a Special or General
Act, and now !)eing a HuhKistin^ anil valid corporation, may apply for
letters patent under this Act ; and the Lioutenant-CJovernor-in-Council,
upon proof that notice of the application has heen inserted for four
weeks in the Ontario Gazette, may direct the issue of letters patent
incorporating the shareholders of the said Company as a company
under this Act, and thereupon all the rij);hts or obligations or the
former Company shall be tr.insferred to the new Company, and all
proceedings may be c<»ntinued and ('(^mmeuced 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 (/ompany shall be governed in all respects by
the provisions of tin's Act, except that the liabi.ity of the shareholders
to (Teditors of the old Company shall remain as at the time of the issue
of the letters pafent. 37 V ., c. 35, s. 60.

06. Where a subsisting company applies for the issue of letters
patent under the provisions of the precedmg 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 Lieutenant-Governor thinks fit to inolude in the
letters patent, and may by the sai<l letters patent name the first Direc-
tor of tlie new Company, and the letters patent may be to the new
Coinpanyliby the name of the old Company or by any other name.
38 Y., c. 23, 8. 1.

OT Proof of any matter which may be necessary to be made
under this Act, may be made by affidavit before any Justice of the
Peace or Commissioner for taking affidavits, who are hereby authorized
and empowered to administer oaths for that purpose. 37 V., c.
35, 8. 62.

OS. The Company shall be subject to the provisions of any Act
of the Legislature for the winding up of Joint Stock Companies.
v., c. 35, s. 63. •

SCHEDULE "A."
{Section 10.)

KOTIOE OF GRANTINO LETTERS PATENT.

Public notice is hereby given, that under " The Ontario Joint
Stock Companies' Letters Patent Ao'y'^ Letters Patent have been

Joint Stock Co'ys hy Letters Patent, Cap. 150. 165

isenod under tlio great seal of the Province of Ontario, bearing date
the day of incorj)orating [liere state names,

address and calling of each corporator named in the Letters Patent],
for the purpose of [here state t/te un<lertaking of the Company, as set
forth in the iHters Patent], hy the name of [here state the name oj
the Compani n the Letters Patent], with a total capital stock of

dollare, divided into sliares of

dollars each.

Dated at the office of the Provincial Secretary of Ontario, this
day of

A. K,
Provincial Secretary.

SCHEDULE "B.»
{/Section. 19.)

KOTIOE OF ORANTINO BTIPI'LEMENTART I-E'n'ERS 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 groat seal of the Province of Ontario,
bearing date the day of whereby the total

capital stock of [here state the name of the Company] is increased [or
decreased, as the case may he] from dollars to

dollars [or whereby the capital stock of the Company of

shares of dollars each is subdivided into

shares of ilollars each.]

Dated at the office of the Provincial Secretary of Ontario, this
day of

A. B.,
Provincial Secretary.

166 Cap. 61. • Amend. Chaj}. 69 Con. Stat. L. 0.

CAP. LXI.

39 Yic.

An Act to amend chapter 69 of the Consolidated Statutes for
Lower Canada respecting Building Societies, in pro-
viding for the means of their union and fusion.

8ecti<in.

4. Nnme of the Society amalgamated ;
effect of the amalgamation ; rights of
the societies dissolved.

5. Pending cases.

6. Interpretation.

7. Act in force.

Section

Preamble.

1. Right of amalgamation ; mode ; meet-

ings ; notice ; how published and for-
warded ; approval ; efifect of the ap-
proval.

2. Drcd of Union.

3. Deposit of the deed.

S^Assentcd to lUh Desemhe7\ 1875.]

WHEREAS it is expedient to provide for the union or fusion of
Building Societies established in this Province, under the pro-
visions of chapter 69 of the Consolidated Statutes for Lower Canada,
and with such view to amend sucli Act : Tiierefoi'e, Her Majesty, by
and with the advice and consent of the Legislature of Quebec, enacts
as follows : —

1. It shall be lawful for two or more Building Societies established
under the provisions of chapter 09 of the Consolidated Statutes for
Lower Cainida, to unite and join together to form one corporation,
under the name of either of such societies, and to unite their capital,
property, business, privileges, liypothecs, warranties, rights, powers
and duties, by observing, however, the formalities hereinafter set forth ;

(rt.) The Directors of each of the societies desirous of meetin •, shall
fix and establish the terms of union, at one of their respective meetingsi
held in the ordinary manner, at their respective ofiices or places of
business. When the Directors of each of such societies have settled the
terms of union, the Secretary of each shall convene a general meeting
of the shareholders of the Society, at the usual place of business of
each society, by notice published in the French and English languages,
twice in each language, during one month, in two newspapers, if there
are two in the city, town, village or municipality, in which is situated
the society's place of business, or in the same newspaper, if there is
only one published in such locality, and in default of such newspaper
there, in any other newspaper published in the neighbourhood ; and a
copy of this notice shall be forwarded by niail to the address of each
shareholder ;

{b.) At such general meeting of the shareholders of each of such
societies (which shall be presided over by the Society's President, or in
default of him or in his absence, by a person to be selected by the
n eeting), the draft of union settled and determined by the Directors
of such societies re^ipectively, must be a})proved (if approved it is) by
at least two-thirds of the members and siiareholders present and eaon,
shareholder can be represented by a proxy, provided said proxy is a
shareholder ; and at the same time antf at same meeting, the resolution
motion or by-law approving the draft of union submitted, either abso-

1876.

Amend. (Jhtvp. 69 (Jon. Stat. L. C. Cap. 61 167

lutely or with sucli modifications, as tiie meeting sliall determine, shall
contain, or shall be an authorization to the President of such society,
to sign any deed, document, resolution or by-law necessary to complete
definitely the fusion of the societies.

2. When tlie draft of union shall have been so approved by the
meeting of shareholders, the presidents of the societies about to unite
(each of which is thereunto authorized by this Act), shall execute either
in notarial form or soios seing prlve (and in 'the latter case the deed
shall be executed in triplicate), a deed of union, in conformity with
the draft adopted by the meeting of the shareholders of each of the
societies.

3* A copy of the notarial deed, or one of the triplicates, shall be
filed in the office of the prothonotary of the district wherein is the
head oflice or principal place of affairs of the Building Society, the
name of which is preserved.

Another copy or one of the triplicates shall be filed in the registry
office of the registration division, wherein is the head oflice or princi-
pal place of business of the Society, the name of which is kept ; and
such latter Society shall retain the other triplicate or a copy of the
notarial deed, as the case may be, to form part of its archives.

4. After the execution or passing of the deed, the society, the
name whereof, shall bave been retained for the purposes of the union,
shall alone remain in existence, and the other societies united thereto
shall be disolved.

The subsisting Society shall thenceforward become and be pos-
sessed, of all the assets and rights of the societies so dissolved ; and the
shareholders and members of the dissolved societies shall become and be
members and shareholders in the subsisting Society, on the terms stip-
ulated in the deed of union.

The rights of creditors of the dissolved societies shall not be in
any manner afEected by such union, and they may be enforced against
the subsisting Society, as the representative of the dissolved societies.

5* No proceedings pending, or judgment rendered against any of
the iocieties united or dissolved, shall be effected by such union or
fusion.

Such proceedings may be continued against the subsisting Society,
by suit or rule en rej))'ise a/instanoe or by any other procedure permitted
by law and any judgment so rendered may be executed against the
subsisting Society.

6* The provisions of the Act shall form part of chapter 69 of the
Consolidated Statutes for Lower Canada.

T* This Act shall enter into force on the day of the sanction
thereof.

'¥■

168 Cap. 20. Amend. Chap. 69 Cmi. Stat L. C.

CHAP. XX.

41 Vic.

An Act to amend Chapter 69 of the Consolidated Statutes
for Lower Canada respecting Building Societies in the
Province of Quebec.

Section,

Section.

C.S.L.C. c. 69, s. 23, amended; trans-l permanent shares,

formation of appropriation shares into 2. Act in force.

[Assented to dth March, 1878.]

ER Majesty, by and with tlie advice aud consent of tlie Legislature
of Quebec, enacts as follows :

1. Section 23 of chapter 69 of the Consolidated Statutes of Lower
Canada is amended by adding thereto the following subsection :

" A ny building society carrying on business only in the Province
of Quebec, may also, on the authority of the unanimous vote of the
appropriation stock holders, given at a similar meeting and of the ma-
jority of votes given at such meeting, by all tlie other members of said
society, order the transfonnation of appropriation shares into permanent
shares of the Society, and d rmine upon what conditions and at what
date such transfonuation shall take place."

3* The present Act shall come into force ninety days after its
sanction.

Manitoba Building Society. Div. 9. 169

MANITOBA BUILDING SOCIETY.

9
I

DIV. IX.

Building Societies, Formation, &c.

Section

346.

Certain declaration to be made to con-
stitute a Building Society. Purpose
for which such Society shall be consti-
tuted. Rules for the government of
the Society to be made by its mem-
bers. Members to receive no profits
until the amount of their shares is
realized. Exception.

347. Society may receive a bonus for advance

made to members.

348. Appointment of Board of Directors.

Minute book of proceedings.

349. Society to declare certain particulars in

their rules. Application of money
restricted.

350. Rules to be entered in a book open for

inspection.

351. Such entries to be deemed sufficient

notice and to make rules binding.

352. How only rules may be repealed or

amended.

353. Place of meeting &c. to be specified,

354. Appointment ofofficers.

355. Certain officers to give security for the

faithful discharge of their duties.

356. Society may hold real estate hypothe-

cated to them. Investments of surplus
funds.

357. Society may make loans on certain con-

ditions,

358. Society may sell property hypothecated

to them on non-payment of mstalments,
&c., secured therein; actions at law
may be brought in the corporate name.

359. Nature of securities upon which Socie'

may advance money ; who may be

such

Section.

members of Building Societies.

What evidence will suffice in
actions.
361. Cases in which shares may be declared
forfeited.

Provisions in the event of the death or
insolvency of any officer of such
society.

All the pro]3erty, ili:c., of such Society to
be vested in the Society by its corpor-
ate name.

Liability of members.

General statement of affairs to be an-
nually prepared by treasurer.

The provisions hereof extended to Per-
manent Building Societies.

Permanent Building Societies having ful-
filled the conditions hereby required
under to be Building Societies within
the meaning thereof.

Such Societies may amend their rules
and by-laws.

To what extent such Society mny bor-
row money.

Holders of shares fully paid up may
withdraw or invest the amount.
371, Society may loan money on unadvanced
shares.

Soeiety may hold certain real estate.

Society not bound to see to the execu-
tion of trusts to which any shares may
be subject.

Interpretation of certain words.

To extend to aliens, denizens and
citizens.

How cited.

360.

362.
363-

364-
365.

366.
367-

368.

369-
370.

372.
373-

374.
375-

376.

FOEMATION OF SOCIETIES, ETC.

346* Wlienever any twenty persons or upwards in any part of
Manitoba, have agreed to constitute themselves a Building Society, and
signed and executed, under their respective hands and seals, a declai'a-
tion of their intention to become such Buildiyg Society, and have
therein stated its principal or chief place of business in this Province,
and have deposited the same M'ith the prothonotary of the Court of
Queen's BencJt (who for receiving such deposit shall be entitled to
receive a fee of lif ty cents), such persons, and such other persons as may
afterwards become men bers of such Society, and their several and
respective heirs, executors, curators, administrators, successors and
assigns, shall be a body corporate and politic by such name and style as
a Building Society, as by the said declaration is declared: and such

no Div. 9.

Manitoba Building Society.

society shall bo constituted for the purpose of raisina; by monthly or
other periodical subscriptions of the several members ot the said society,
in shares not exceeding the value of foiir hundred dollars for each
share (and by subscriptions not exceeding four dollars per month for
each share), a stock or fund for enabling each member to receive out of
the funds of the society the amount or value of his share or shares
therein, for the purpose of erecting or purchasing one or more dwelling
houses, or other freehold or leasehold estate or any such like purpose,
such advance to be secured by mortgage or otherwise to the society
until tlie amount or value of his share or shares is fully paid to the
society, with interest thereon, and with all fines or liabilities received in
respect thereof ; and the several members of such society may, from
time £0 time, assemble together and make, ordain and constitute such
proper and wholesome rules and regxdations for the government and

guidance of the same as to a majority of the m.embers tliereof so assem-
led together may seem meet, so as such rules be not repugnant to the
express provisions hereof or to law ; and may impose and inflict reason-
able fines, penalties and forfeitures upon members of the society offend-
ing against such rules, to be respectively paid to such uses and the
benent of the said society as the said society by such niles shall direct ;
and may also, from time to time, amend and alter such rules as occa-
sion may require, or annul or repeal the same, and make new rules in
lieu thereof, subject to the provisions hereinafter contained ; and no
member shall receive from the funds of any such society any interest or
dividend by way of annual or other periodical profit upon any share in
the society until the amount or value of his share or shares has or have
been realized ; except on the withdrawal of such member according to
the rules of the society then in force. 38 V. c. 21, s. 1.

POAVEKS DIRECTOES.

347. Every such society may receive from any member any sum
of money by way of bonus on any share for the privilege of receiving
the same in advance prior to its being realized, besides interest for the
share so received or any part thereof. 38 V. c. 21, s. 2.

348. Each such society shall, from time to time, elect and appoint
any number of the members of the said society to be a Board of Direc-
tors — (who shall choose a President and Vice-President) the number
and qualification thereof to be declared in the rules of such society ;
and may delegate to such Directoi-s the exercise and execution of all
lawful powers, and Directt)rs being so elected shall continue to act dur-
ing sucn time as shall l)e appointed by tlie rules of such society — the
powers of such Directors being first declared in and by the said rales or
otherwise; and in all cases where Directors are appointed for any
particular purpose, the powers delegated to them shall be reduced to
writing and entered in a book by the Secretary of the society ; and a
majority of the members of such Directors present at any meeting
tliereof, must concur in any act of such Directors in order to make
such act valid ; and they shall in all things delegated to them act for
and in the name of the society, and all acts and orders of such Directore
under the powers delegated to them shall have the like force and effect

rules !•(;,

Manitoba Building Society.

Div. 9. 171

as the acts and orders of tlie society at any general meeting thereof
could have had ; but the transactions of the 'Directors shall be entered
in a book belonging to the society, and shall from time to time, and at
at all times, be subject and liable to the review, allowance and disallow-
ance to the society, in such manner and form as such society have by
their general rules directed, 38 V. c. 21, s. 3.

349. Every such society shall, by one or more of their said rules
declare all and every the interests and purposes for which such society
is established, and s^iall also in and by such rules direct all and every
the uses and purposes to which the money from time to time sub-
scribed, paid or given to or for the use or benefit of the said society,
or arising therefrom, or in anywise belonging to the society, shall be
appropriated and applied, and in what shares or proportions and under
what circumstances any member of such society, or other person, shall
become entitled to the same, or any part thereof ; but the application
of such money shall not in anywise be repugnant to the uses, interests
or purposes of such society, or any of them, to be declared as afore-
said ; and all such rules during their continuance, shall be complied
with and enforced ; and no such moneys as aforesaid shall be diverted
or unsupplied either by the Directors or Treasurer, or any other officfT
or member of the society entrusted therewith, under such penalty or
forfeiture as the society may by any rule inflict for such offence. 38
V. c. 21, s. 4.

350. The rules for the management of each such society shall be
entered and recorded in a book to be kept for that purpose which book
shall 1)0 open at all seasonable times for the inspection of the members
of such societ\- ; but nothing in this section shall prevent any altera-
tion or amendment of any such rules in the whole or in part or the
making of any new rules for the management of the society in such
manner as by the rules the society may from time to time be provided.
38 V. c. 21, s. 5.

RULES — REGULATIONS.

<i*i\. All rules from time to time made and in force for the man-
agement of such society and entered and recorded as aforesaid, shall be
hmdintr on the several membei's and officers of the Societv, and the
several contributors thereto and their repi-esentatives, all of whom shall
be held to have full notice thereof by such entry and record as afore-
said ; and the entry of such niles in the book or books of the said
Society as aforesaid or a true copy of the sanu; examined with the origi-
nal and proved to be a t»'ue copy shall be received as evidence of such
rules respectively in all cases. 38 V. c. 21, s. 6.

353> No rule entered as aforesaid, shall bo altered, rescinded or
re])ealed unless at a general meeting of the members of the Society,
convened l)y public notice written or printed, signed by the Secretary
and President of the Society in pursuance of a requisition for that pur-
pose by more than one half of the members of such Society, which
requisition shall state the objects for which the meeting is called and
aU be addi'eused to the President and Directors; whereupon each

rnp

"'»:>

smra:

172 Div. 9.

Manitoba Building /Society.

member sluill be notified of the proposed .ilterationt^ tlirougli the poRt
office, within fifteen days ; but three-fourths of the members present at
such meeting must concur in such alterations or repeal. 38 V. c. 21, s. 7.

353. The rules of every such society shall specify the place or
places at which it is intended that the society shall hold its meetings
and shall contain provisions with resi^cct to the powers and duties of
the members at large, and of such affairs as may oe appointed for the
management of the affairs of the society. 38 V. c. 21, s, 8.

354. The Directors of every such society shall, from time to
time at any of their usual meetings elect and appoint such officers of
the Society and grant such salaries and emoluments as they may deem
fit, and pay any necessary expenses incurred in the management of the
Society and shall elect such officers for such space of time and for such
purposes as shall be fixed and established by he rules of tlie said
Society, and may from time to time, discharge tnem and appoint others
in the room of those who vacate or die or are discharged. 38 V.
c. 21, s. 9.

355> Every such officer or otlier person appointed to any office
in any wise concerning the receipt, management or expenditure of any
sum of money collected for the purposes of the said Society shall,
before being admitted to take upon him the execution of any such office
or tnist, enter into a bond in such form and for such amount as the
Directors may determine with two sufficient securities for the just and
faithful execution of such office or trust, and for rendering a just and
true account according to the rules of the said Society for paying obe-
dience to the same and in all matters lawful. 38 V. c. 21, s. 9.

356< Any such society may take and hold any real estate or
securities thereon bona fide mortgaged, assigned or liypothecated to
the said society either to secure the payment of the shares subscribed
for by its members or to secure the payment of any loans or advances
made by or debts due such society and may also proceed on such mort-
gages, assignments or other securities, for the recovery of the monies
Siereby secured, either at law or in equity or otherwise ; and such
society may invest in the names of the President and Treasurer for
the time being, any of its surplus funds in the stocks of any of the
chartered banns or otlier public securities of the province; and all
dividends, interests and proceeds arising therefrom shall be brought to
account and applied to and for the use of the society according to the
rules thereof. 38 V. c. 21, s. 10.

POWERS AND AUTHOWTY.

357. Any such society may from time to time lend and advance to
any member or other person, money from out of its surplus funds, upon
the security and mortgage (hypotheque) of real estate and for such
period as to the Society or its Directors seem satisfactory or expedient ;
and may receive thereiDr such sum of money by way of bonus besides
interest thereon as may be agreed upon, without being subject on
account thereof to any forfeiture or penalty and may from time to
time vary such investments at their discretion. 38 V. c. 21, s. 11.

Manitoba Building Society.

Biv. 9. 173

S{5M. Whenever any such society has received from any sliare-
hoUler a mortgage, ov liypothec. or an a«sii!;nment oi* traiisft'i- of any
real estate belonguif^ to him or Iier, to secure the payment of any advance,
and containing authority to the Society to sell such real estate in case
of non-payment of any sti])ulated numher of instalments or sums of
money (as every such Society is hereby authorized to do) and containing
also power to the said Society, to apply the ]U'oceeds of such sale to the
payment of the advances, interest and all other charges due to the said
Society, and after perfect payment thereof, and of all costs and expenses
incident thereto, to j)ay over the balance to the owner of such estate;
such stipulations and agreements shall be valid and binding to all intents
and purposes whatsoever, and such Society may cause the same to be
enforced by an action or pi-oceeding \\\ the usual course in any court of
law in Manitoba, having competent jurisdiction, and such action may
be brought in the corporate name of any such Society. 88 \. c. 21, s. 12.

359* Every such Societv may advance in the usual manner
moneys on anv real estate wliatsoever of any mend)er of the said
Society, as well for the actual purchase of the same, and for the erec-
tion of buildings thereon, as generally upttn the security of any real
estate belonging to any such member at the time of his borrowing such
moneys, and may take a mc»rtgage or assignment of all such real estate
whatsoever in securities for such advances, on the same conditions and
with the same privileges in all resjiccts as any other real estate author-
ized to be mortgaged Oi assigned ; and all securities theretofore taken
for monies advanced in the m:tnner aforesaid, shall be valid and binding
on the parties to all i.i .. r,:id ])urpo8es whatsoever; and all or any
person or persons wh ever, \\hether ca])italists or otherwise, may be-
come members of any such Society, aiul c-o-partners and coi'porate
bodies mav hold shares therein in the same manner as single individuals.
38 V. c. 2i, s. 13.

ACTIONS AND SUITS.

S ^. In any action or proceeding instituted by any such society
for th purpose of realizing or l)ringing to sale any property mortgaged
or asssigned to the Society as aforesaid, it shall not be necessary to set
forth the special matters in the declaration, l»ut it shall be sufficient to
allege that the defendant mortgageii or assigned (as the case may be)
the real estate — describing the same — to the Society, and that the
amount (or sufficient part of tlie amount) stipulated by such party to be
paid has become and remains due and owing, whereby an action hath
accrued to the Society to have the said estate and property sold; and
in order to maintain such action it shall be sufficient, in addition to the
customary evidence of the mortgage or assignment of such property or
estate, to prove by any one witness, wliether in the employment of or
a shareholder in, such society or not, or by any other means that the
defendant is in arrear and indebted to the said society in, or exceeding,
a sum on the accruing of which, by the terms of sucn mortgage, assign-
ment or agreement, the said Society has the right to have the said
property or estate sold, any law to the contrary notwithstanding, and
thereupon the court shall give judgment for the said amount, and by

fT^

174 Div. 9.

Manitoba Bxiilding Society.

'Miij

such judgment order the property to l)e sold hy the Sheriff, after tliree
insertions in tlie eoiirse oi four months in the Manitoba Gazette : and
it sliall not he necessary for the Sheriff to go through any formaUties in
seizing the lands or otherwise. 38 V. c. 21, s. 14.

361. Every sucli Society may forfeit and declare forfeited to the
Society, the shares of any iiiemher who neglects or is in arrear such
number of instalments as may he fixed by any stipulation or by-law,
and every such society may pursue the same course, exercise the same
powers, and take and use tlie same remedies to enforce tlie payment of
any debt or demand due to such society, as any person or body corpo-
rate may by law take or rse for such purpose. 38 Y. c. 21, s. 15.

303. If any person appoi ..tvi to any office by any such society,
and being entrusted with, and having in his hands or possession by
virtue of his office any moneys or effects belonging to such Society, or
rmy deeds or securities relating to the same, dies or becomes bankrupt
or insolvent, his he '••:, executors, curators, administrators, or assigns, or
other persons having a legal right, shall, within fifteen days after
demand nuide by the order of the directors of such society, or the major

Eart of them, assembled at any meeting thereof, deliver over all things
elonging to the t>aid society, to such persons as the said directors shall
appoint and shall pay out of the estate, assets or effects of such person,
all sums of money remaining due which such person received b}* vir-
tue of his office, before any of his other debts are paid or satisfied, and
all such assets, estate and effects shall be bound to the payment and
disehargfe thereof accordingly; except that the same shall not be paid
or satisfied to the prejudice of mortgages or privileges on real estate,
or of liens or privileges on personal estate only, duly executed previous
to the appointment of snch officer. 38 V. c. 21, s. 16.

368. A.11 real and personal property, moneys, goods, chattels and
effects whatever, and all titles, securities for money or other obligatory
instruments and evidences or monuments and all other effects what-
ever, and all i-ights and claims belonging to or held by any such So-
ciety shall be vested in the Society by its corporate name under which
such Society shall be known, and shall for all purposes of action or such
as well as criminal as civil, in law as in equity, in anywise touching or
concerning the same deemed and taken to be, and shall in every such
proceeding (when necessary) be stated to be the property of the So-
ciety by the name and style aforesaid without further description and
by the said name and style the Society may sue and be sued, bring or
defend any action, suit, proceeding or prosecution, criminal as well as
civil in law or in equity, touching or concerning the p:-operty, right or
claim or belonging to the Society and in all cases concerning any pro-
perty, right or claim of the said Society, may sue and be sued, plead
and be impleaded. 38 V. c. 21, e. 17.

ANNUAL STATEMENT.

364. Members of the Society shall not be personally responsible
in respect to the liabilities of the Corporation beyond the amount of
the sum unpaid on shares. 38 V. c. 21, s. 19.

Manitoba Building Society.

Div. 9. 175

86fll. The rules of every such Society shall provide that the
Treasurer or other principal ofhocr thereof shall once at least, in every
year, prepare a general statement of the funds and effects of the So-
ciety, specifyin^jj in whose custody or possession the said funds or
effects are then remaining with an account of every sum of money re-
ceived and expended by or on account of the Society, since the publi-
cation of the preceding periodical statement ; and every such periodical
statement shall be attested by two or more members of the Society ap-

Sointed Auditors for that pur]H)se who shall not be Directors, and sliall
e countersigned by the Secretary of the Society ; and every member
shall be entitled to receive from the said Society a copy of such period-
ical statement without charge. 38 V. c. 21, s. 20.

PERMANENT BUILDING SOCIETIES.

3ttG. Permanent Building Societies enabling persons to become
membei's thereof at any time for investment therein or to obtain the
advance of their shares by going security therefor and to fix and deter-
mine with any such Society the time and amount at, and by which such
members sliall repay such advanced shares and obtain the release of the
said security without being lial)le to the contingency of losses or profits
in the business of the Society, may be formed and subsist under the
provisions hereof. 38 V. c. 21, s. 21.

36T« Any Permanent Building Society established and conducted
on the principles hereinbefore mentioned which has fulfilled and ob-
served the requisite conditions for the establishment of a Building So-
ciety under the provisions hereof shall be a Building Society within
the meaning of the provisions herein contained, and any person who has
approved the rules and regulations of any such Building Society en-
tered and recorded in a book as hereinbefore required, and has sub-
scribed his name as a shareholder for one or more shares, shall from the
time of such approbation and subscription be a member of such Building
Society, and the production of the book containing the rules for the
management of such Society kept in the manner aforesaid, signed by
such person or by his duly authorized attorney and duly witnessed shall
be sufficient evidence of membership in such Society. 38 V.
c. 21, s. 22.

POWERS OF, &C.

368. Any Permanent Building Society may alter amend, report,
or make any regulation, rule or by-law for the working of the So-
ciety, at a public n -^ting of the members thereof, duly convened ac-
cording to the rules of such Society. 38 V. c. 21, s. 23.

369« No such Society, by its rules, regulations and by-laws,
autlio)'Jzed to borrow money, shall borrow, receive, take or obtain,
otherwise than in stock and shares in such Society from any person or
persons any greater sums than three-fourths of tlie amount of capital
actually paid in on unadvanced shares and invested in real securities by
said Society ; and the paid in and subscribed capital A the Society
shall be liable for the amount so borrowed, received or taken by any
Society. 38 V. c. 21, s. 24.

''I

T^r

176 Div. 9.

Manitoba Building So<yUty.

870. Wlioii any share in any such Society has been fully paid up
accordiiu to the rules of tlie Society, or has become due and payable to
the holder thereof, the holder of such share may either withdraw the
amount of such sh-ire from the said Society accordinj^ to the rules and
regulations thereof, or invest the amount of such share in the Society,
and receive therefrom periodically snch proportions of the profits made
by such Society as shall be provided for by a by-law to be passed for
the purpose ; and the amount of such share so invested shall become
fixeu, and permanent capital or shares in the said Society not with-
drawable therefrom but transferable in the same manner as other shares
in the said Society, 38 V. c. 21, s. 25.

371* Any such Society may advance to members on the security
of investing on nnadvanced shares in the said Society, and may receive
and take any peison or body corporate, any real oi- personal security of
any kind whatever as collateral security for any advance made to mem-
bers of the Society. 38 V. c. 21, s. 26.

37S. Any such Society may hold absolutely real estate for the
purposes of its place of business, not exceeding the annual value of ten
thousand dollars. 38 V. c. 21, s. 27.

373. No such Society shall be bound to see to the execution of
any trust, whether expressed, implied or constructive, to which any
share of its stock is subject ; and the receipt of the party in whose
name any such share stands in the books of the Society (or if such
share stands in the name of more than one the receipt of one of the
parties) shall be sufficient discharge to the Society for any payment of
any kind made in respect of such share notwithstanding any trust to
which such share is then subject, and whether or not the Society has
had notice of such trust ; and the Society shall not be bound to see to
the application of the money paid upon such receipt, 38 V. c. 21, s. 28.

374. The word " Society" means a Building Society, established
under the provisions hereof ; the word " Rules " shall include Rules,
Orders, By-laws and Regulations ; the words " real estate " mean and
include a moveable estate and property generally ; and the words " jper-
sonal estate " mean and include all monies, goods, chattels and other
property, not being real property ; and the word " securities " includes
privileges, mortgages (equitable as well as legal) and incumbrances on
real estate as well as other rights and privileges upon personal estate
amd property. 38 V. c. 21, s. 29.

375. The sections in division nine shall extend to aliens, deni-
zens and females both to make them subject thereto and to entitle them
to all the benefits therefrom. 38 Y. c. 21, s. 29.

370. The sections in division nine of this cliapter may be cited
as " Tlie Building Society ' of Manitoba."

241. Lii

under th
persons
persons
thereby

Joint Stock Co' 1/8 hy Letters Patent.
DIV. VI I.

Div. 7. 177

The incorporation of Joint Stock Companies by Letters Pat-
ent and their Powers.

Section

Section.

led

ver-
ier

id 06
on

tate

em-
hem

iited

237.
228.
229.

230.
231.

226. Charter may be granted by Lieulenant-'2S3

Goveriiorin Council. Except railways 254

and insurances.
Notice to be given.
Petition for the issue of letters patent
Applicants to establish sutViciency of no-'2S7.

lice and the proposed name or the °ianie!258.

of the t"om|)any. Kvidence to be|259,

taken and kept.
Letters patent to recite all material

averments or notice and petition.
Notice of grant to be ^wcn in official

Cazetlc by I'ruvincial Secretary. I'ar

ties therein named shall be body cor

porate

232. Lieutenant-Governor in Council may

change name of Company; not to affect
rights and obligations of Company.

233. Company may acquire and hold, and be

invested with real and personal rights.

234. Directors may make liydaw;; to ^sub-

divide shares.

235. Also to increase capital stock.

237. And to decrease capital stock,

238. Shareholders to sanction increase or

decrease of capital slock or sub-divi
sion of shares by two-thirds in value
vote.

240. Directors may petition Lieutenant-Gov-

ernor for supplementary letturs patent.

241. Lieutenant-Governor (on proof) may

grant supplementary letters patent.
Notice to be given by Provincial Sec-
retary in Gazette.

242. All powers subject to restrictions and

provisions of this Act.
S^3. Affairs of Company, how managed.

244. Who shall be Directors of the |[Com-

pany.

245. Directors to be shareholders.

246. Directors to be elected.

247. Mode of election.

248. Failure to elect Directors how remedied.

249. Powers and duties of Directors. IJy-laws.

C-nfirniation of By-laws. Special gen-
eral meeting. Disposal of stock.
Payment to President or Director.

250. Power to issue bonds, debentures and

other securities.

251. Evidence of by-laws.

252. Stock personal Estate.

330> The Lieutenant-Governor in Council may, by letters patent
under the great seal of the Province, grant a charter to any number of
persons not less than live, vi^ho shall petition iherefor, constituting such
persons and others who may become shareholders in the Company
thereby created a body corporate and politic for any purposes or objects
12

Allolmenl of stock.

Calling in instalments.

Ten per cent, within first year.

Enforcement of payments of calls by

action.
Forfeiture of shares.
Restriction as to transactions.
Shareholders in arrear not to vote,
books to be kept and what to contain.
Refusal to enter transfer if calls^not paiJ.
Transfer valid only after entry.
Books to be o])en for inspection.
Hooks to be />nma /<idVje\k\ence,

265. Penalty for false entries.

266. Liability for refusal to allow insi^ection

of books.

List f)f shareholders on statements of
affairs to be made yearly, with other
particulars ; mode of writing the same ;
verification thereof ; posting thereof ;
deposit with Prov. Sec. ; Penalty for
default.

Company not [to be liable in respect of
trusts, &.C.

Contracts when to be binding on Com-
jwny ; proviso as to notes, banking and
insurance.

Not to purchase stocks in o'.ner corpora*
tions.

Liability of shareholders.

Limited amount of stock.

Trustees not personally liable ; mort-
gages.

Trustees may vote.

Liability of Directors declaring a divi-
dend when Company is insolvent, etc.;
how a Director may avoid liability.

Liability of Directors for wages.

Actions between Company and share-
holders.

Forfeiture of charter for non-user.

Future legislation.

Fees on letters patent, etc., to be fixed
by Order-in-Council.
281. Comp.Tnies existing or being formed may
apply under this Act.

Wherein notice given of intention to
apply for an Act of Parliament this
session.

Proofs may be by affidavit.

255-
256.

260.
261.
262.
263.
264.

267.

268.

269.

270.

271.
272.
273-

274.
275.

276.
277.

278.
279.
280.

282

283.

IMAGE EVALUATION
TEST TARGET (MT-3)

1.0

I.I

1.25

UilU

■so "^^

1 2.5
2.0

U IIIIII.6

>-!;'>.?

^^M

yS^

^ ^^

178 Div. 7. Joint Stork Co'y» by Letters Patent.

to wliieh the Icgislativo authority of the Ivegislature of Manitoba ex-
tends, except tl)e constnietion and working of railways and tlie busi-
ness of insurance, and tlie buying and selling of lands; provided
always, that the capital stock of any such Company shall not at any
time exceed the amount of five hundred thousand dollars. 38 V.
c. 28, H. 3.

227« The applicant for such lettere patent must give at least one
month's previous notice in the Manitoba Gazette of their intention to
apply for the same, stating therein :

(1.) The proposed corporate name of the Company, which shall
not be that of any other known (-onipany incor])orated or uninc<tr-
porated, or any name liable to be unfairly confounded therewith, or
otherwise on public grounds objectionable ;

(2.) The object for which the incorporation is sought ;

(3.) The place or places v^ithii: the Province of Manitoba where
its operations are to be cairied on, with special mention if there be two
or more such places, or some one of them its chief place of business;

(4.) The amount of its capital stock ;

(5.) The number of shares, and amount of each share ;

(6.) The names in full and the address and calling of each of the
apj^licants, with special mention of the names of not less than three
nor more than nine of their number who are to be the first Directors
of the Company. 38 V. c. 28, s. 4.

22N. At any time not more than one month after the last publi-
cation of such notice, the apj)licants may petition the Lieutenant-Gov-
ernor, through the Provincial Secretary, for the issue of such lettei-s
patent :

(1.) Such petition must state the facts required to be set forth in
the notice, and must further state the amount of stock taken by such
applicant, and also the amount, if any, paid in upon the stock of each
applicant ;

(2.) The petition shall also state whether the amount is paid in
cash or transfer of property, or how otherwise ;

(3.) In case the petition is not signed by all the shareholders
whose names are proposed to be inserted in the letters patent, it shall
be accompanfed by a memorandum of association, signed by all the
parties wliose names are to be so inserted, or by their attorneys duly
authorized in writing, and such memorandum shall contain the parti-
culars required by the next preceding sub-section ;

(4.) The petition may ask for the embodying in the letters patent
of any provision which otherwise under the provisions hereof might be
embodied in any by-la\^ of the Company when incorporated, 38 V. c.
28, 8. 5.

229. Before the lettere patent are issued, the applicants must
establish to the satisfaction of the I'rovincial Secretary, or of such other
officer as may be charged by the Lieutenant-Governor in Council to

taking
with

23]

after tlu
and fift;
law for
M-liich tl
of the CJ

Joint Stock Co'ys hy Letters Patent. Div. 7. 179

shall

the

duly

Iparti-

Utent

hit he

V. c.

must
J other
Icil to

report thereon, the sufficiency of tlieir notice and petition, and that the
proposed name is not the nanio of any other known incorporated or
unincorporated Company :

(1.) And to that end, the Provincial Secretary, or such other officer
may take and keep of n!curd any requisite evidence in writing under
oath, affirmation or otlK-rwisc ; and ho or any Justice of the Peace or
Commissioner for taking' affidavits in the Court of Queen's Bench, may
administer every re<iui8ite oath or affirmation. 38 V. c. 28, s. 6.

S30. The letters patent shall recite all the material averments
of the notice and petition as so estahlished. 38 V. c. 28, s. 7.

231* Xotico of tlic «;niiitini; of the letters patent shall he forth
with given I»_v the rrovincial Secretary in the Manitoba Gazette in the
form of schedule A in section 284; and from the date of the letters
patent the persons theiein named and their successors shall be a body
corporate and politic hy the name mentioned therein. 38 V. c. 28, s. 8.

2322. In case it should be made to appear that any Company is
incorporated under the same name, or under a name similar to that of
an existing (/omj)any, it shall be lawful for the Lieutenant-Governor in
Council to direct the issue of supplementary letters patent reciting the
former letters and changing the name of the Company to some other
name to be set forth in the supplementary lettere patent ; and no such
alteration of name shall atfect the rights and obligations of the Com-
pany ; and all proceedings may be continued and commenced by or against
a Company by its new name that might have been continued or com-
menced by or against the Company by its former name ; and the
Court of Queen's Bench may compel an application under this section
whenever a Company improperly assumes the name of or a name simi-
lar to, that of any existing Company. 38 V. c. 28, s. 9.

233. Every Company so incorporated may acquire, hold, alienate
and convey any real estate requisite for the carrying on of the under-
taking of such Company ; and shall forthwith become and be invested
with all the rights, real and personal, heretofore held by or for the
Company under a trust created with a view to its incorporation, and
with all the powera, privileges and immunities requisite to the carry-
ing on of its undertoKing, as though the Company had been incor-

K orated by a special Act of the Legislature, making the Company a
ody politic and corporate, and embodying all the provisions nerein
contained and of the lettei-s patent 38 VT c. 28, a. 10.

234. The Directore of the Company, if they see fit at any time,
may make a by-law sub-dividing the existing shares into' shares of a
smaller araoimt. 38 V. c. 28, s. 11.

235. The Directors of the Company, if they see fit at any time,
after the whole capital stock of the Company shall have been taken up,
and fifty per centum thereon paid in, but not sooner, may make a by-
law for increasing the capital stock of the Company to any amount
which they may consider requisite to the due carrying out of the objects
of the Company. 38 V. c. 28, s. 12.

'Hi

' I

180 Div. 7. Joint Stock (Jdm hy Letters Patent

38Bt Such by-laws ehall declare the number and value of the
shares of the new stock ; and may prescribe the manner in which the
same shall be allotted ; and in default of its so doing the control of
such allotment shall be held to vest absolutely in the Directors. 38
V. c. 28, 8. 12.

387. The Directors of the Company, if they see fit at anj time,
may make a by-law for decrt-asing the capital stock of the Company to
any amount wliich they may consider sufficient in order to the due
carrying out of the undertaking of the Company, and advisable ; but
such by. law shall declare the number and value of ^the shares so de-
creased and the allotment thereof, or the rule or rules by which the
same shall be made. 38 V. c. 28, s. 13,

23S» But no by-law for increasing or decreasing the capital stottk
of the Company, or subdividing the shares, shall have any force or
effect wliatever until it shall have been sjinctioned by a vote of not less
than two-thirds in value of the shareholders at a general meeting of the
Company, duly called to consider the same, and afterwards confirmed
by supplementary letters patent. 38 V. c. 28, s. 14.

230. The liabilities of the sharolHtlderK to persons who were, at
the time of the reduction of the capital creditoi's of the Company, shall
remain as though the capital had not been decreased. 38 V. c. 28, s. 14.

Si40* At any time not more than six months after such sauction
of such by-law, the Directors may petition the Lieutenant-Governor,
through the Provincial Secretary, for the issue of supplementary let-
ters patent to confirm the same :

(1.) With such petition they must produce such by-law and estab*
lish to the satisfaction of the Provincial Secretary or of such other
officer as may be charged by order of the Lieutenant-Governor in
Council to report thereon, the due passing and sanction of such by-law ;
and if the petition is in respect of increase or decrease of capital, the
bona fide character of increase or decrease of the capital thereby pro-
vided for ; and that notice of the application for supplementary letters
patent has been inserted for one mouth in the Manitoba Gazette ;

(2.) And to that end the Provincial Secretary or such other officer,
may taKe and keep of record any requisite evidence in writing under
oath or affirmation, or otherwise ; and he or any Justice of the Peace or
Commissioner aforesaid, may administer every requisite oath or affinn-
ation. 38 V. c. 28, s. 15.

341* Upon the due proof of the same being so made, the Lieu-
tenant-Governor in Council, may grant such supplementary letters
patent under the great seal of the Province; and notice thereof
sliall forthwith be given by the Provincial Secretary in the Mani-
toba Gazette in the form of schedule B in section 284, and thereupon
from the date of the supplementary letters patent the shares snail
be subdivided, or the capital stock of the Company shall be and
remain increased or deci-eased, 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 ii -3ased or decreased, shall

Board

Joint Stock Cdyt hy Letters Patent. Div. 7. 181

Ixjcome subject to the provisions hereof in like manner (so far as
may be), an though everv part tlierectf liad formed part of the stock
of the Company originally subscribed. 38 V. c. 28, 8. 16.

242. All powers given to the Company by the letters patent
granted in its behalf, shall be exercised sunject to the provisions and
restrictions herein contained. 38 V. c. 28, s. 17.

248. The affairs of every such Company shall be managed by
a Board, of not less than three, nor more than nine Directors. 38
V. c. 28, 8. 18.

244. The persons named as such in the letters patent shall be
the Directors of the Company, until replaced by others duly appointed
in their stead. 38 V. c. 28, s. 15).

245* No per8<m shall be elected or appointed a Director unless
he is a shareholder owning stock absolutely in his own right, and
not in arrear in respect of any cjills thereon. 38 V. c. 28, s. 20.

246* The Directors of the Company shall be elected by the
shareholders in general meetuig of the Company assembled at some
place within the Province at such times, in such wise, and for such
terms, not exceedi; wo years, as the letters patent, or (in default
thereof ) the by-laws oi the Company, may prescribe. 38 V. c. 28, s. 21.

247* In default of other express provisions in such behalf by
letters patent or by by-laws of the Company :

(1.) Such election shall take place yearly, all the members of the
lioard retiring and (if otherwise qualified) being eligible for re-election ;

(2.) Notice of the time and place for holding general meetings of
the Company shall be given at least thirty days pi-eviously thereto, in
some newspaper publisYied at or as near as may be to the office or chief
place of business of the Company :

(3.) At all the general meetings of the Company every shareholder
shall be entitled to Jis many votes Jis he owns sliai-es in the Company,
and may vote by proxy ; «

(4.) Elections of Directors shall be by ballot.

(5.) Vacancies occurring in the Board of Directors may, unless the
by-laws otherwise direct, be filled for the un-expired remainder of the
term, by the Board, from among the qualified shareholders of the
( 'ompany ;

(0.) The Directors shall from time to time, elect from among
themselves a President of the Company ; and shall also appoint and
may remove at pleasure all other officers thei-eof. 3S V. c. 2S, s. 22.

24H. If at any time an election of Dii-ectors l>e not made, or do
not take effect at the proper time, the Company shall not be held to bo
thereby dissolved ; but such election may take place at any general
meeting of the Company duly called for that purpose ; and the retiring
Directors shall continue in office until their successors are elected. 38
V. c. 28, s. 23.

<8ir t
1

■fi.

182 Div. 7. Joint Stock Co'i/s by Letters Patent.

240. The Diit'ctors of the Coinpany shall have full power in all
things to administer the affairs of the Cy()ni]>any ; and may make, or
cause to be made for the Company, every description of contract
the Company may Ity law enter into; and may, from time to time,
make by-laws, not contrary to law, nor to the hitters j>atent of the
Company to regulate the allotment of stock, the making of calls thereon,
the payment thereof, the issue of registration (^' certiticates of stock,
the forfeiture of stock for non-payment, the disj)osal of forfeited stock
and of the proceeds thereof, the transfer of stock, the declaration and
pa>Tnent oi dividends, the number of the Directors, their term of service,
the amount of their stock, «{ualiticatioiis, the apj)iMntment, functions,
duties and removal of all agents, otficere and servantH of the Company,
the security to \m given by them to the Com])any. their rennmeration,
the time at which, and place where the annuiil meetings of the Com-
pany shall be held, the calling of meetings n'giilar and special of the
Board of Directors and of the Comj)anv, the (|Uornnt. the re(|uircment
as to proxies, .ind to the procedure in all things at such meetings, the
imposition and recovery of all jKmalties and forfeitures admittmg of
regulation by by-law, and the conduct in all (»ther ])articidai"8 of the
affairs of the Company, and mav from time repeal, aniend, or re-enact
the same; but every such by-law, and every repeal, amendment or
re-enactment thereof, uidess in the meantime confirmed at a general
meeting of the Company duly called for that pnr)»ose, shall only have
force until the next aunnal meeting of the Company ; and in default of
continuation thereat, shall, at and from that time only, cease to have force,
and in that case no new by-law to the same or like effect shall have any
force until confirmed at a general meeting of the (Company : provided
always that one fourth part in value of the shareholders of the Com-
pany shall at all times nave the right to call a special meeting thereof,
for the transaction of any business specified in such written re()uisition
and notice as they may issue to that effect : provided also that no
by-law for the allotment or side of stock at anv greater discount ; or at
any less premium that what has lieen previously authorized at a general
meeting, or for the payment of the President or any Director, shall i)e
valid or acted upon, until the ssime has been confirmed at a general
meeting or sjKJcial general meeting. 38 \. c. 28, s. 2i.

290. In case a by-law, authorizing the same, is sanctioned by a
vote of not less than two-thii*d8 in value of the said shareholders, then
present in person or by proxv, at a general meeting or a special general
meeting duly called for considering the by-law. the Directors may bor-
row money upon the credit of the Company, and issue the bonds, de-
bentures and other securities of the Company and may sell the said
bonds, debentures or other securities at such prices as may be deemed
expedient or he necessjiry ; but no such debentures shall be tor a less sum
than one lumdred dollars ; and the Directors may, under the like sanc-
tion hypothecate, mortgage or pledge the real or personal property of
the Company to secure any sum or sunls borrowed for the purposes
thereof. 38 V. c. 28, s. 25.

291. A copy of any l)y-law of the Company, under their seal and
purporting to be signed by any officer of the Company shall be received

Joint Stock Cdya by Letters Patent. Div. 7. 183

»if> priina facie evidence of such by-law of all courts of law or equity
in Manitoba. 38 V. c. 28, 8. 2fi. .

292. The stock of the Company shall 1)0 deemed personal estate,
and shall be transferable in 8uch manner only, and subject to all such
conditions and restrictions as herein, or in lettere patent, or in the by-
laws of the Company are contained. 38 V, c. 28, s. 27.

293. If the letters patent make no other definite provision the
e^tock of the Company, so far as it is not allotted thereby, shall be allot-
ted when and as tne Directors by by-law or otherwise may ordain. 38
V. c. 28, 8. 28.

294. The Directore of the Company may call in and demand from
the shareholders thereof respectively, all sums of money by them sub-
scribed, at such times and places, and in such payments or instilaments
as the letters patent or the j)rovisions hereoi, or the by-laws of the
Company may require or allow, and interest shall accrue and fall due
at the rate of six per centum per annum, upon the amount of any un-
paid call, from the day appointed for the payment of such call. 38 V.
c. 28, 8. 29.

299. Not less than ten per (jentum 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 incorporation of the Company : the
residue when and Jis the by-laws of the company shall direct. 38 V.c.
28, 8. 30.

296. The company may enforce payment of all calls and interest
thereon, by action in any competent court; and in such action it shall
not be necessar}' to set forth the special matter, but it shall be sufficient
to declare that the defendant is a liolder of one share or more, stating
the number of shares, and is indebted in the sum of money to which
the calls in aiTear amount in repect of one call or more upon one share or
more, stating the immber of calls and the amount of each, whereby an
action liath accrued to the Company ; and a certificate under their seal,
and purporting to be signed by any officer of the Company, to the
effect that the defendant is a shareholder, that such call or calls luis or
have been made, and that so nmch is due by him and unpaid thereon,
shall be received in all courts of law and equity 2& j^rima facie evidence
to that effect. 38 V. c. 28, s. 31.

297* If after such demand or notice as by the letters patent or by-
laws of the Company may be prescribed, any call made upon any share
or shares be not paid within snch a time as by such letters patent or
by-laws may be limited in that behalf, the Directors in their discretion,
by vote to that effect reciting the facts, the same being duly recorded
in their minutes, may summarily forfeit any share or sliares whci-eon
such payment is not made ; and the same shall thereupon become the
property of the Company and may be disposed of as by by-laws or
otherwise they shall ordain. 38 V. c. 28, s. 32.

29K. No share or shares shall be transferable until all previous
calls thereon have been fully paid in, or until declared forfeited for
non-payment qf calls thereon. 38 V. c. 28, s. 33.

nff

h f

184 Div. 7. Joint Stock Co'ys hy Letters Patent.

3II9> Nu shareliolder, being in arrear in respect uf anj call, slmll
be entitled to vote at any meeting of^the Company, 38 V. c. 29, s. 34.

St60. The Company ehall cause a book or books to be kept by
the Secretary, or by some other officer especially charged with that
dnty, wherein shall be kept recorded : —

1. A copy of the letters patent incorporating the Company, and
any supplementary letters patent for .ncreasing or decreasing the capi-
tal stock thereof and of all by-laws thereof ;

2. The iiames, alphabetically arranged, of all jiersons who are or
have been shareholders ;

3. The address and calling of every such person while such share-
holder ;

4. The number of shares of stock held by each shareholder ;

5. The amount paid in and remaining unpaid, respectively, on the
stock of each sliareholder ;

6. All transfers of stock in their order as presented to the Com-
pany for entry, with the date and other particulare of each transfer,
and the date of the entry thereof ; and

7. The names, addresses and calling of all persons who are or have
been directors of the Company, with tlie several dates at which each
ever became, or ceased to become such director. 38 V. c. 28, s. 35.

9t61« The directors may refuse to allow the entry into any such
l)Ook of any transfer of stock whereon any call has been made which
has not been paid in. 38 V. c. 28, s. 36.

262. No transfer of stock, unless made by sale under execution,
shall be valid for any purpose whatever, save only as exhibiting the
rights of the parties thereto towards each other, and as rendering the
transferee liable ad interim, jointly and sevenilly with the transferer,
to the Company and their creditors until the entry thereof has been
duly made in such book or books. 38 V. c. 28, s 37.

268« Such books shall, during reasonable business hours every
day, except Sundays and holidays, be kept open for the inspection of
shareholders and creditors of the Company and their personal repre-
ficntatives, at the office or chief place of business of the Company, and
every such shareholder, creditor or representative may make extracts
therefrom. 38 V. c. 28, s. 38.

264. Such books shall be prima facie evidence of all facts pur-
porting to be thereby stated, in any suit or proceeding against the
Company or against any shareholder. 38 V. t. 28, s. 39.

269. No director, officer, or servant of the Company, shall know-
ingly 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 per-
sons violating the provisions of this section sbdU, besides being pun-
ished criminally, be liable in damages for all lojs or injury whicn any
person interested may have sustained thereby. 38 V. c. 28, s. 40.

Joint Stock Cd'ys hy Letters Paieni. l)iv. 7. 115

260. Any director or officer rehwing to permit any perBoii
entitled tliereto to inHpect such book or books, or make extracts there-
from, ?hall forfeit and pay to tlie party aggrieved the sum of one
hundred dollars ; and in case the amount be not paid within seven days
after the recovery of a judgment, the court in which a judgment is
recovered, or a judge thereof, may direct the imprisonment of the
offender for any period not exceeding three months, unless the amount,
with costs, be sooner paid. 38 V. c. 28, s. 41.

367« Every Company incorporated under the provisions hereof
shall, on or before the tirst day of February in every year, make a list
in triplicate (veritied as is hereinafter required) of all persons who on
the 3l8t day of December previously, were shareholders of the Com-
pany, and snch list shall state the names, alphabetically arranged, and
the addresses and callings of such persons, the amount of stock held by
them, and the amount unpaid thereon ; and shall also make out a sum-
mary, verified as hereinaiter required, of the state of the affairs of the
(Company on the thirty-first day of December preceding, which shall
contain the following particulars : —

1. The names and residences and post office addresses of the direc-
tore, secretary and treasurer of the Company :

2. The amount of the capital of the Company, and the number of
shares into which it is divided ;

3. The number of shares taken from the commencement of the
Company up to the thirty -first day of December preceding the
summary ;

4. The amount of stock (if any) issued free from call ; if none is
issued, this fact to be stated ;

5. The amount issued subject to call ;

6. The amount of calls made on each share ;

7. The total amount of calls received ;

8. The total amount of calls unpaid :

9. The total amount of shaiea forfeited ;

10. The total amount of shares which have never been allotted or
taken up;

11. The total amount for which shareholdejs of the Company arc
liable in respect of unpaid stock held by them, respectively ;

12. The said summary may also, after giving the information
hereinafter required, give ni a concise form such further information
respecting the affairs of the Company as the directors may consider
expedient ;

13. The said list and summary, and every duplici "^hereof re-
quired by the provisions hereof, shall be written or printed on one side
of the sheet or sheets of paper containing the same ;

14. The said list and summary shall be verified by the affidavit of
the President and Secretary ; and if there be no such officers, or they
or either of them are or is at the proper time out of the Province, or
otherwise unable to make the same, by the affidavit of the President or

186 Div. 7. Joint Stock Co^y« by Letters Patent.

Socretary and oiio of the Directors, or tM*o of tlie Directors, as the case*
may require; and if the President or Secretary do not make or join in
the affidavit, the reason thereof shall be stated in tlie substitnted
affidavit ;

15. One of the duplicate lists and summaries, with the affidavits of
verification, shall be posted in the head office of the Company, in Mani-
toba, on or before the 2nd day of February, and the Company shall
keep the same so posted until anotlier list and sutiimary shall be posted,
under the provisions hereof ; and th" other duplicate list and summary,
with the affidavit of verification, shall be deposited with tlie Secretary
of the Province of Manitoba, on or before the 8th day of February next
after the time hereinbefore fixeu for making of the same ;

16. If any Company makes default in comiilying with the provi-
sions of this section, such Company shall incur a penalty of $20 every
day during which default continues ; and every Director, Manager or
Secretary who shall knowingly and wilfully authorize or permit such
defanlt shall incur the like penalty. 3S V. c. 28, s. 42.

20H. The Company shall not be bound to see to the execution of
any trust, whether express, implied or constructive, in res])ect of any
share ; and the receipt of the shareholder, in whose name the same may
stand in the books of the Company, shall be a valid and binding dis-
charge to the Company for any di/idend or money payable in respect
of such share, and whether or not notice of such trust has been given
to the Company ; and the Company shall not be bound to see to the
application of the money paid upon such receipt. 38 V. c. 28, s. 43.

2B9. Every contract, agi*eement, engagement or bargain made,
and every bill of exchange drawn, accepted or endorsed, and ever)
promissory note or cheque drawn or endorsed on behalf of the Com-
pany by any agent, officer or servant of the Company, in general accor-
dance with liis lowers as such officer under the by-1;'. ws of the Company
or otherwise, 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, bari'rain, bill of exchange, promissory
note or cheque, or to prove that the s;iiiie was made, drawn, accepted
or endorsed, as the case may be, in pnrsiiiince 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, individually, to any liability
whatsoever to any third party therefor ; provided always, that nothing
herein contained shall be construed to authorize the Company to issue
any note payable to the oearer thereof, or any promissory note intended
to be circidated as money, or as the note of a bank, or to engage in the
business of banking or insurance or buying or selling land as aforesaid.
38 V. c. 28, 8. 44.

270* No Company shall use any of its funds in the purchase of
stock in any other Corporation, unless expressly authorized by a by-law
confirmed at a general meeting. 38 V. c. 28, s. 45.

271. Each shareholder, until the whole amount of his stock has
been ])aid up, shall \ye individually liable to the creditors of the Com-
pany to an amount equal to that not paid up thereon, but shall not be

Joint Stock to'i/a by Letters Patent. Div. 7. 187

lial)le to an action therefor by any creditor before an execution against
tiie Company ha>< l)een returned unsatisHed in whole or in part, and the
amount due on such execution nhall, sul)ject to the provisions of the
next succeeding section, be the amount recoverable, with costs, against
such sharehohlers ; provided tliat any slmreholder may ])lead by way of
defence, in whole or in part, any set off which he could set up against
the Company except a claim for unpaid dividends, or a salary or allow-
ance as a President or Director. 38 V. c. 28, s. 46.

272. The shareholders of the (/Ompany shall not as such l)o held
reponsible for any Act, default or liabilitv whatsoever of the Company,
or for any engagement, claim, payment, loss, iniurv, transaction, matter
or thing whatsoever, relating to or (!onnected witn the Company, beyond
the unpaid amount of tlieir respective shares in the capital stock thereof.
38 V. c. 28, g. 47.

278. No person holding stock in the Company as an executor,
administrator, tutor, curator, guardian or trustee shall in; personally
subject to liability as a shareholder ; but tlie 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 other interested
])er8on in such trust fund would l)e if competent to act and holding
such stock in his own name ; and no person holding such stock as
collateral security shall be personally subject to such hability ; but the
person pledging such stock shall be considered as holding the same, and
shall be liable as a shareholder accordingly. 38 V. c. 28, s. 48.

274. Every such executor, administrator, tutor, curator, guardian
or trustee shall represent the stock in his hands at all meetings of the
Company, tmd may vote accordingly as a sliareholder ; and every i>erson
who pledges his stock may nevertneless represent the same at all such
meetings and may vote accordingly sis a shareholder. 38 V. c. 28, s. 49.

275. The Directors of the Company shall not declare or pay any
dividend when the Company is insolvent, or any dividend the payment
of which renders the Company insolvent, or diminishes the capital stock
thereof ; but if any Director present, when such dividend is declared,
do forthwith, or if any Directcjr then absent do within twenty-four .
hours after he shall become aware thereof, and able so to do, eater in
the minutes of the Board of Directors his protest against the same, and
wnthin eight days thereafter publish the same in at least one newspaper
published at or as near as may be possible to, the office or chief place
of business of the Company, such Director may thereby, and not other-
wise, exonerate himself from liability. 38 V. c. 28, s. 50.

276. The Directors of the Company shall be jointly and severally
liable to the labourers, servants and apprentices thereof (excluding the
officers of the Company) for all debts not exceeding one year's wages
due for sei'vices perf onned for the Company whilst they are such Direc-
tors respectively ; but no Director shall he liable for an action therefor,
unless the Company hsis been sued therefor within one year after the
debt became due, nor yet unless such Director is sued therefor within
one year from the time when he ceased to be such Director, nor yet

1 [

188 Div. 7. Joint Stock Co'yti fty Letter.^ Patent.

before an execution uf^iuHt the Company has l)een returned nnwitirtfied
in whole or in part ; and the amount nue on nnch execution Hliall Ih)
the amount reeovenihle with costs against the DirectorH, 38 V. c. 28,
s. 52.

27*7. Any description of acti(»n may ho prosecuted and maintained
between the Company and any Hhareholuer thereof. 38 V. c. 28, 8. 54.

37N. The cliarter of the C^ompany shall he forfeited by non-
user during three consecutive years at one time, or if the Company do
not go into actual operation witliin three years after it is granted ; and
no ^claration of such forfeiture by any Act of the Legislature shall be
deemed an infringement of such cnarter. 38 V. c. ' s. 56.

S70. The Comjjany shall be subject to such nirther and other

S revisions as tlie Legislature of Manitoba may hereafter deem expe-
ient, in order to secure the due nuinagement of its affairs and tlie pro-
tection of its shareholders and creditors. 38 V. c. 28, s. 57.

280. The Lieutenant-Governor in Council may, from time to
time, establish, alter and regulate the tariff of the fees to be paid on
application for letters patent and supplementary lettei*s patent under
the provisions thereof, and he may designate the department or depart-
ments through which the issue thereoi shall take place, and may pre- ,
Bcribe the ftrms of proceeding and record in respect thereof, and all
matters requisite for the carrying out the objects of the provisions
herein contained and such fees may be made to vary in amount, under
any nile or rules — as to the nature of Company, amount of capital and
otherwise — aa may be deemed expedient ; and no steps shall be taken
in any department towards the issue of any letters patent or supplemen-
tary letters patent, under the provisions hereof imtil the amount of all
fees therefor shall have been duly paid. 38 V. c. 28, s. 58.

UHl. Any company for purposes or objects within the scope of
the provisions iierein contained neretof ore incorporated, whether under
Special or General Act, and now being a subsisting and valid corporation,
or in respect of which proceedings for incorporation are now being had
under which it may hereafter oecome incoi'porated, may apply for
letters patent under the foregoing provisions ; and the Lieutenant-
Govenior-in-Council upon proof that notice of the application has been
inserted for four weeks in the Manitoba OazetU'., may direct the issue
of letters patent incorporating the shareholders of the said Company a« a
company under the foregoing provisions, and thereupon all tne rights
and obligations of the fonner Company shall be transierred to the new
Company and all proceedings may be continued or commenced by, or
against the new Company that might have been continued or com-
menced by, or against the old Company ; and it shall not be necessary
in any sucii letters patent to set out the names of shareholders; and after
the issue of the letters patent ■'the Company shall be governed in all
repects by the provisions hereof, except tiiat the liability of the share-
holders to creditors of the old Company shall remain as at the time of
the letters patent 38 V. c. 28, s. 59.

Joint Stoi'k Co'ys by Letters Patent. Div. 7. 189

3H3. Whereas notice hw been duly pul)HHhod acoonHnj,^ to the
rules of the Lv^islutive Assembly that an a])i)lication would be made to
the legislature at its then next session for an Act incorporating any Com-
pany, the incorporation whereof is sought for objects for wnich incor-
poration is authorized by the proyisionsliereof, and in contemplation of
its passing a notice of an application for incorporation under the forgoing
provisions shall not be neceswiry, and the Lieutoimnt-Governor-in-Councfl
upon the report of the proper Minister or otHcer that jiroof has been
funiished, that the other rocpnrements hereinbefore contained have been
complied with, may grant a charter of incorporation to such Com])any ;
in any application under this section the facts re<|uired to be stated in
the petition may be veritic<l in any manner that the Provincial Secre-
tary, or other ofhcer charged to report thertson, nuiy deem sufficient,
ana in such case it shall not l)e re(|ui8ite that the petition should be
signed by all the shareholders, to be named i;i the lettere patent, or that
the memorandum of association or other j)articular8 shoula be in accord-
ance with the requirements hereinbefore contained. 88 V, c. 28, s. 60.

UHlt. Proof of any matter which may be necessary to be made
hereunder, may be by aftidavit before any .lusticeof the Peace or Com-
missioner for taking affidavits who are hereby authorized and empowered
to administer oaths for that purpose ; or otherwise as the Provincial
Secretary or other officer shall think proper. 88 V. c. 28, s. 61.

2S4. The following are the Schedules A and B refeired to in
sections 231 and 241 ; and the sections in division 7 of this chapter may
be cited as " The Manitoba Joint Stock Companies Incorporation Act.

SCHEDULE A.

{Referred to in section 231.)

Public notice is hereby given that under the Statute in that behalf,
letters patent have been issued \nider the great seal of the Province of
Manitoba, bearing date the day of

incorporating (here state the name, address and aaUing of each cor-
porator namied in the Uttei's patent), for the purpose {here state the
v/ndertaking of the Company, as set forth in the letters patent), with a
total capital stock of dollars, divided into shares

of each.

Dated at the office of the Provincial Secretary of Manitoba, this
day of

A. B.

Provincial Secretary.

PPlrT

190 Div. 7. Joint Stock Co^ya by Letters Paterd.

SCHEDULE B.

{Referred to in section 241.)

Public notice is liereby given that under the Statute in that behalf,
flupplementary letters patent have been this day issued und':;r the
great seal of the Province of Manitoba, bearing date the
day of whert^by the total capital stock of '

{here state the name of the Company) is inci-eased {or decreased, as the
case may be), from dollars to dollars {or whereby

the capital stock of the Company of shares $

each is subdivided into shares of $ each.)

Dated at the office of the Provincial Secretary of Manitoba, this
day of

A. B.

Provincial Secretary

1847

Benefit Building Societies.
CHAP. LXXXIII.

Cap. 83. 191

An Act for the regulation of Benefit Building Societies.

B«ction.

1. Societies, for what purpose established,

powers, &c.

2. Bonus &c., when not usurious.

3. Forms of conveyance, how to he made.

4. Rules of Society, to whom sulimilted &c.

5. To whom submitted if no certificate.

6. Fee to Barrister on submission.

7. Until when -Societies not entitled to

benefit of Act.

8. When rules lo be bindintT and on whom.

9. Wht-n rules not to be altered.

10. What rules to specify.

11. Officers, how apjwinted, &c.

12. Committees, how appointed, &c.

13. Treasurer, what accounts to render.

14. Conveyance, how made when Trustee

out of jurisdiction.

15. Fee, when not allowed.

Seotlon

16. Ejcecutors, &c., when to pay money due

society.

17. Effects of societies, in whom vested.

18. Trustees, limitation of responsibility.

19. Payment to next of kin, when.

20. Payment of sums of limited amount.

21. Cases of fraud &c., by whom heard.

22. Rules for settling disputes.

23. References on disputes.

24. What orders and disputes final.

25. Minors, jiowers of.

26. Annual audits, itc, how made.

27. When members may be witnesses.

28. What sufficient to discharge mortgage.

29. Funds, where not to be invested.

30. When Act extended to all Building

Societies.

31. Interpretation clause.

32. When Act may be amended.

SCHEDULE.

[Passed Uth April 1-847.]

WHEREAS certain societies, commonly called Building Societies,
have been established in different parts of the United Kingdom of
Great Britain, and in the Province of Canada, principally amongst the
industrious classes, for tlie purpow? of raising by small periodical sub-
scriptions a fund to assist the members thereof in obtaining a small
freenold or leasehold property, and it is expedient to afford encourage-
ment and protection to sucli Societies, and the property obtained there-
with in this province ; —

Be it therefore enacted, &c.

1. It shall and may be law'ful for any number of jjersons in this
Province to fonn themselves into and establish societies for the pur-
pose of raising by the monthly or other subscriptions of the several
membei's of such societies, shares not exceeding the value of one liun-
dred and fifty j)ound8 for each sliare, such subscriptions not to exceed
in the whole twenty shillings j)er month for each sliare, a stock or fund
for the purjiose of enabling each member thereof to receive out of the
funds OT such society the amount or value of his or her share or shares
therein, to erect or purcliase one or more dwelling house or dwelling
houses, or other real or letisehold estjite to be secunsd by way of mort-

fjage to such society until the amount or value of his or her shares shall
lave been fully paid to such society with the interest tlien;on and all
fines or other payments incurred in respect thereof and to and for the
several membere of each society from time to time to assemble together
and to make, oi*dain and constitute such proper and wholesome rules and
regulations for the goveniment and guidance of the same as to the major
pai't of the members of such society so assembled together and shall seem

192 Cap. 83.

Benefit Building Societies.

10 Vic.

meet so as siicli niles sliall not be repugnant to the express provisions
of this Act and t<» the j^cneral hvws of tiiis Province and to impose and
inflict such reasonable fines, penalties and forfeitures upon the several
members of any such society who shall offend against any such rules as
the members may think fit to be respectively paid to such uses tor the
benefit of such society as such society l)y such rules shall direct, and also
from time to time to alter and amend such niles as occasion shall require
or amend or rei)eal the same, and to make new rules in lieu thereof
under such restrictions as are in this Act contained, provided that no
member shall receive or be entitled to receive from the funds of such
society any intei'est or dividend by way of annual or other periodical
profit upon any shares in such society until the amount or value of his
or her snare shall have been realized except on the withdrawal of such
member according to the rules of such society then in force.

2. It shall and may be lawful to and for any such society to have
and receive from any member or members thereof any sum or sums of
money by way of bonus <»n any share or shares for the privilege of
receiWng the same in advance i)rior to the same being realized and also
any interest for the share or shares so received on any part thereof
without being subject or liable on account theriiof to any of the for-
feitures or penalties imi)osed by any act or acts of assembly relating to
usury.

3* It sliall and may be lawful to and for any such society, in and
by the rules thereof, to describe the fonn or forms of conveyance, mort-
gage, transfer, agreement, bond or other instrument which may be
necessary for can*ying the purposes of the said society into execution
and which shall be specified and set forth in a schedule to be annexed
to the rules of such society and duly certified and deposited as herein-
after provided.

4. Two transcripts fairly written on paper or parchment of all
rules made in pursuance of this act, signed by three members and coun-
tersigned by the Secretary of any such society (accompanied in the case
of an alteration or amendment of rules with an affidavit of the Secre-
-tary or one of the officers of the said society that the provisions of this
Act have been duly complied with) with all convenient speed after the
same shall be made, altered or amended and so from time to time after
every making, altering or amending thereof shall be siibmitted to such
Barrister at Law as may be appointed by Her Majesty's Attorney Gen-
eral of this Province for the purpose of ascertainmg whether the said
rules of such society or alteration or amendment thereof are calculated
to carry into effect the intention of the parties framing such rules, alter-
ations or amendments and are in conformity to law and to the provis-
ions of this Act, and the said Barrister shall advise with the said Secre-
tary, if required, and shall give a certificate on each side of the said
transcripts that the same are in conformity to law and to the provisions
of this Act, or point out in what part or parts the said rules are repug-
nant thereto, and the Barrister for advising as aforesaid and perusing the
rules, or alterations or amendments of the niles of each respective
society, and giving such certificates as aforesaid, shall demand no fur-

1847

Benefit Building Societies.

Cap. 83. 193

ther fee than the sum of one guinea, which sliall be defrayed by each
society respectively ; and one of such transcripts, when certified by the
said Barrister, shall be returned to the society and the other of such
transcripts shall be transmitted by such Barrister to the Clerk of the
Peace for the County wherein such society shall be formed, and by him
laid before tlie Justices for such County at the General Sessions of the
Peace, or adjournment thereof held next after the time when such
transcript shall have been so certified and transmitted to him as afore-
said, and the Justices then and there present are hereby authorized and
required, without motion, to allow and confirm the same and such
transcript shall be filed by such Clerk of the Peace with the rolls of
the Sessions of the Peace in his custody without fee or reward, and all
rules, alterations and amendments thereof from the time when the
same shall be certified by the said Barrister and shall be binding on the
several members and ofticers of the said society and all persons having
interest therein.

5. Provided always, that in case any such Barrister shall refuse to
certify all or any of the rules so to be submitted for his perusal and
examination it shall then be lawful for ^my such society to submit the
same to the Court of General Sessions of the Peace together with the
reasons assigned by the said Barrister in writing for any such rejection
or disapproval of any one or more such rules, and the Justices at their
said General Sessions shall and may, if they think fit, confirm and
allow the eame notwithstanding any such rejection or disapproval by
any such .. "ister.

6. Provided always, that the said Barrister shall be entitled to no
further fee for or in respect of any alteration or amendment of any
rules upon which one fee has been already paid to the said Barrister
within the period of three years; providea also, that if any rules,
alterations or amendments are sent to such Barrister accompanied with
an aflBdavit of being a copy of any rules or alterations or amendments
of the rules of any other society which shall have been already enrolled
under the provisions of this Act the said Barrister shall certify and
return the same as aforesaid without being entitled to any fee for
such certificate.

T. No such society as aforesaid shall have the benefit of this Act
unless all the rules for the management thereof shall be entered in a
book to be kept by the Secretary of such society and which book shall
be open at all seasonable times ^or the inspection of the members of
such society, but nevertheless nothing contained herein shall extend to
prevent any alteration in or amendment of any such rules so entered
and deposited and filed as aforesaid, or repealing or amending the same
or any of them in the whole or in part or making any new rules for the
management of such society in such manner as by the miles of such
society shall from time to time be provided, but such new rules or such
alterations in, or amendments of former rules or any order annulling or
repealing any former rules in the whole or in part shall not be in force
until the same respectively shall be entered in such book as aforesaid
13

194 Cap. 83.

Benefit Building Societiee.

10 Vic.

and certified when necessary by such Barrister as aforesaid, and until a
transcript thereof sliall be deposited witli such Clerk of the Peace as
aforesaid, who shall file and certify the same as aforesaid.

8. All rules from time to time made and in force for the manage-
ment of such society as aforesaid, and duly entered in such book as
aforesaid, and confirmed by the Justices as aforesaid, shall be l)inding
on the several members and officers of such society, and the several con-
ti-'lntors thereto, and their representatives all of whom shall be deemed
and taken to have full notice thereof by such entry and contnl)ution as
aforesaid ; and the entry of such rules ni such booK as aforesaid, or the
transcript thereof deposited with such Clerk of the Peace as aforesaid,
or a true copy of such transcript, examined with the original, and proved
to be a true copy, shall be received as evidence of such rules respectively
in all cases, certiorari or other legal process shall be brought or allowed
to remove any such niles into any Court of Judicature of this Province,
and every copy of any such transcript deposited with any Clerk of the
Peace as aforesaid, shall be made without fee or reward, except the
actual exjiense of making such copy.

9. No rule confirmed by the Justices of the Peace in manner
aforesaid shall be altered, rescinded or repealed unless at a general
meeting of the members of such society as aforesaid, convened by pub-
lic notice, written or printed, sigiied by the Secretary or President of
such society, in pursuance of a requisition for that purpose by seven or
more of the members of such society, which said requisition and notice
shall be publicly read at the two usual meetings of such society to be
held next before such general meeting, for the purjjose of such alter-
ation or repeal, unless a committee of such members shall have been
nominated for that purpose at a general meeting of the members of
such society convened in manner aforesaid, in which case such commit-
tee shall have the like power to make such alterations or repeal, and
unless such alteration or repeal shall be made with the concun*ence and
approbation of three-fourths of the members of such society then and
there present, or by the like proportion of such committee as aforesaid,
if any shall have been nominated for that purpose.

10« The rules of every society formed under the authority of this
Act shall specify the place or places at which it is intended such society
shall hold its meetings, and contain provisions with respect to the powers
and duties of the members at large, and of such committees or otificers
as may be appointed for the management of the affaii-s of such society
provided always that it shall and may be lawful for any such society to
alter their place or places of meeting whenever they may consider it
necessary, upon giving notice thereof in writing to the Clerk of the
Peace for the County within which sucli society shall be held, the said
notice to be given within seven days before or after such removal, and
signed by the Secretary or other principal officer and also by three or
more of the members of the said society ; and provided that the place
or places at which such society intended to hold their meetings shall be
situate within the County in which the • niles of the said society are
enrolled.

OVic.

1847

Benefit Building Societies.

Cap. 83. 196

until a
jace as

lanage-
)ook afl
:)inding
ral con-
deemed
ition as
, or the
bresaid,
[ proved
eetively
allowed
rovince,
z of the
jept the

manner
general
bv p"b-
jident of
seven or
id notice
ty to be
,ch alter-
ivve been
libers of
commit-
peal, and
ence and
then and
iforesaid,

of this
society
le powers
)r officers
\\ society
ociety to
onsider it
rk of the
the said
loval, and
three or
the place
^6 shall be
ociety are

11. Every such society shall and may from time to time at any of
their usual meetings or by tlieir committee, if any such shall be ap-
pointed for that society, elect and appoint such person into the office
of Trustee, President, Secretary, Surveyor or Treasurer of such society
as they shall think proper and also shall and may from time to time
elect and i.|ipoint such other officera as shall be deemed necessary to
carry into execution the purposes of such society' for such sjidce of time
and for such purposes as shall be fixed and established by the rules of
such society and from time to time to elect and appoint others in the
room of those who shall vacate or die and such Trustee, Treasurer, and
all and every other officer or other person whatsoever who shall be
appointed to any office in any wise touching or concerning the receipt
management or expenditure of any sum of money collected for the
purpose of any such society before he, she or they shall be admitted to
take upon him, her or them the execution of any such office or trust
(if required so to do by the rules of such society to which such officer
shall belong) shall become bound in a bond according to the fc rm pre-
scribed in tlie schedule to this Act, annexed with two sufficient sure-
ties for the just and faithful execution of such office or trust and for
rendering a just and true account according to the rules of such society
and in all matters lawful to pay obedience to the same in such penal
sum of money as by the major part of such society at any such meet-
ing as aforesaid shall be thought expedient and to the satisfaction of
such society and every such bond to be given by or on the behalf of
such Trustee or Treasurer or of any otner person appointed to any
other office or trust shall be given to the Clerk of the Peace of the
County where such society shall be established for the time being
without fee or reward and in case of forfeiture it shall be lawful to sue
upon such bond in the name of the Clerk of the Peace for the time
being for the use of the said society fully indemnifying and saving
harmless such Clerk of the Peace from all costs and charges in respect
of such suit.

12. Every such society shall and may from time to time elect and
appoint any number of the members of such society to be a committee
the number thereof to be declared in the rules of every such society,
and shall and may delegate to such committee all or any of the powers
given by this Act to be executed, who being so delegated shall con-
tinue to act as such comnn'ttee for and during such time as they shall
be appointed for such society for general purposes, the powers of such
committee being first declared in and by tlie rules of such society con-
firmed by the Justices of the Peace at their sessions and filed m the
manner hereinbefore directed, and all acts and orders of such committee
under the powers so delegated to them shall have the like force and
effect as the acts and ordere of such society at any general meeting
thereof could or might have had in pursuance of this Act, provided
always, that the transactions of such committee shall be entered in a
book belonging to such society and shall be from time to time and at
all times subject and liable to the review, allowance or disallowance
and control of such society in such manner and form as such society

196 Cap. 83.

Benefit Buildhu/ Societies.

10 Vic.

shall by their general rules confirm by the Justices and filed as afore-
said, have directed and appointed or shall in like manner direct and
appoint. .

13. Every person who shall have, or receive any part of the
moneys, effects or funds of or belonging to any such society or shall in
any manner have been or shall be intrusted with the disposal, manage-
ment or custody thereof or of any securities, books, pa])er8 or property
relating to the same, his or her executoi-s, administratoi-s and assigns
respectively shall upon demand made or notice in writing given or left
at the last or usual place of residence of such persons in pursuance of
any order of such society or committee to be appointed as aforesaid
given in his or her account at the usual meeting oi such society or to
such committee thereof as aforesaid to be examined and allowed or
disallowed by said cjciety or committee thereof and shall on the like
demand or notice pay over all the moneys remaining in his or her
hands and assign and transfer or deliver all securities and effects, books,
papers and property taken or standing in his or her name as aJForesaid
or being in his or her hands or custody to the Trustee or Treasurer for
the time being or to such other person as such society or committee
thereof shall appoint, and in case of any neglect or refusal to deliver
such account or to pay over such moneys or to assign, tiansfer or deliver
such securities and effects, books, papei*s and property in manner afore-
said, it shall and may be lawful to and for every such society, in the
name of the Trustees or Treasurer or other principal officer thereof as
the case may be, to exhibit a petition to the Supreme Court of this
Province who shall and may proceed thereon in a summary way and
make such order therein upon hearing ^\\ parties concerned as to such
Court in their discretion shall seem just, which order shall be final and
conclusive and all assignments and sales and transfers made in pursu-
ance of such order shall be good and effectual in law to all intents and
purposes whatsoever.

14. When, and so often as, any pereon seized or possessed of any
lands, tenements or hereditaments or other property, or any estate or
interest therein as a Trustee of any such society, sh '1 be out of the
jurisdiction of or not amenable to the process or the bupreme Court of
this Province, or shall be idiot, lunatic or of unsound mind or it shall
be unknown or uncertain whether he or she be living or dead, or such

Eerson shall refuse to convey or otherwise asbure such lands, tenements,
ereditaments, or property or estate or interest to the person duly nom-
inated as Trustee of such society in their stead, either alone or together
with any contimiing Trustee as o(;casion shall require then and in every
or any such case it shall be lawful for the Judges of the said Court to
appoint such pei-son as to such Court shall seem meet on behalf and in
tne name of the person seized or possessed as aforesaid to convey, sur-
render, release, assign or otherwise assure the said lands, tenements,
hereditaments or property or real estate or interest to such Trustee so duly
nominated as aforesaid and every such conveyance, release, surrender,
assignment or assurance shall be as valid and effectual to all intents and
purposes as if the person being out of the jurisdiction or not amenable

r(;sp<

Tms

for t

then

vtjya

well

cemi

proc(

1847.

Benefit Building Societies.

197

to the process of the said Court, or not known to be alive, or havinc
refusea, or as if the person being idiot, lunatic or of unsound mind had
been at the time of tne execution thereof of sane mind, memory and
understanding and had by himself or herself executed the same.

15. No fee, reward, emolument or gratuity whatsoever ehail be
demanded, taken or received by any officer of such Court for any mat-
ter or thing done in such Court in pursuance of this Act and upon the
presenting of any such petition it shall be lawful for the Judges of the
said Court to assign Counsel learned in the law on behalf of such
society who are hereby respectively required to do their duties therein
without fee or reward.

Itt* If any person who may hereafter bo appointed to any office
in any such society and being entrusted with the keeping of the
accounts, or having in his hands or jiossession, by virtue of his said
office or employment, any moneys or effects belonging to such society
or any deeds or securities relating to the same shall die or become bank-
rupt or insolvent or have any execution or attachment or other process
issued against his lands, goods, chattels or effects or pro])erty or estate,
heritable or movable, or make any disposition, assignment or othur con-
veyance thereof for the benefit of his creditors, liis heirs, executors,
administrators or assigns or other pereon having legal right, or the
Sheriff or other officer executing sucn process, shall, within forty days
after demand made in writing by the order of any such society or com-
mittee thereof or the major part of them assembled at any meeting
thereof, deliver and pay over all moneys and other things belonging to
such society to such person as such society or committee shall appoint
and shall pay out of the estates, assets or effects, heritable or movable,
of such persons all sums of money remaining due which such person
received by virtue of his said office or emplo}Tnent before any other of
his debts are paid or satisfied, or before the money directed to be levied
by such process as aforesaid or which may be recovered or recoverable
under the same is paid over to the party issuing such process and all
uuch assets, lands, goods, chattels, property, estates and effects shall be
bound to the payment and discharge thereof accordingly,

IT. All real and heritable property, moneys, goods, cliattels and
effects whatever and all titles, securities for money or other obligatory
iasti-uments and evidence or muniments and all otner effects whatever
and all rights or claims belonging to or had by such society shall be
vested in the Trustees or Treasurer of such society for the time being,
for the use and benefit of such society and the respective members
tliereof, their respective executors or administrators, according to their
respective claims and interest ; and after the death or removal of any
Trustee or Treasurer, shall vest in the succeeding Tmstee or Treasurer,
for the same estate or interest as the foi-mer Trustee or Treasurer had
therein, and subject to tlie same tioists, without any assignment or con-
vtjyance whatever, and also shall for all purposes of action or suit, as
well criminal as civil, in law or in equity, in any wise touching or con-
cerning the same, be deemed and taken to be, and shall in every such
proceeding (where necessary; be stated to be the property of the person

III

«y.

198 Cap. 83.

Benefit Building Societies.

10 Vi

ic.

appointed to the office of Trustee or Trestsurer of such society for the
time being, in his or her proper name, witlio'it further description ; and
such person shall, and he or she is hereby resiMJctively authorized to
bring or defend or cause to be brought or defended, any action, suit
or prosecution, criminal as well as civil, in law or in equity, touching
or concerning the property, right or claim aforesaid of or belonging to
or had by such society ; provided that such person shall have been
thereunto duly authorized by the consent of the majority of membei-s
present at any meeting of the society or committee thereof ; and such
person so appointed shall and may in all cases concerning the property,
right or claim aforesaid of such society, sue and be sued, plead and be
impleaded in his or her proper name as Trustee or Treasurer of such
society without other description ; and no such suit, action or prosecu-
tion snail be discontinued or abated by the death of such person, or his
or her removal from the office of Trustee or Treasurer, out the same
shall and may be proceeded in by the succeeding Trustee or Treasurer
in the proper name of the person commencing tlie same, any law, usage
or custom to the contrary notwithstanding ; and such succeeding Trus-
tee or Treasurer shall pay or receive like costs as if the action or suit
had been commenced in his or her name for the benefit of or to be re-
imbursed from the funds of such society.

18. The Trustees or Treasurer, or any officer of any society estab-
lished under the authority of this Act shall not be liable to make good
any deficiency which may arise in the funds of such society unless such
person shall have respectively declared by writing, under their hands,
deposited and registered in like manner with the rules of such society,
that they are willing so to be answerable, and it shall be lawful for
each of such persons or for such persons collectively, to limit his, her
or their responsibility to such a sum as shall be specified in any such
instrument or writing ; provided always, that tiie said Trustee and
Trustees or Treasurer, and every the officer of any such society shall be
and they are hereby declared to be personally responsible and liable for
all moneys actually received by him, her or them, on account of or to
or for the use of the said society.

lO. Whenever the Trustees of any society established under this
Act, at any time after the decease of any member, have paid and
divided any sum of money to or amongst any person or persons who
shall at the time of such payment appear to sucn Trustees to be entitled
to the effects of any deceased intestate member, the payment of any
such sum or sums of money shall be valid and effectual with respect to
any demand of any other person or persons as next of kin of such de-
ceased intestate member against the funds of such society, or against
the Tinistees thereof, but nevertheless such next of kin or representa-
tive shall have remedy for such money so paid as aforesaid against the
person or persons who shall have received the same.

20. In case any member of any society shall die, who shall be
entitled to any sum not exceeding twenty pounds, it shall be lawful
for the Trustees or Treasurer, of such society, and they are hereby
authorized and permitted, if such Trustees or Treasurer shall be satisfied

1847.

Benefit Buihling Sooietiet.

199

that no will was made and left by such deceased member, and that no
letters ot adtniniHtratioii will be taken out of the funds, goods, and
chattels of such depositor to pay the same at any time after tiie decease
of such member, according to the rules and regulations of the said
society ; and in the event of there being no rules and regulations made
in that behalf, then the said Trustee or Treasurer are hereby author-
ized and permitted to pay and divide the same to and ^mongst the
person or persons entitled to the effects of the deceased intestate, and
that without administration.

21. For the more effectually preventing fraud and imposition on
the funds of such societies, if any officer, member or any otner person,
being, or representing himself or herself to be a member of such
society, or the nommee, executor, administrator, or assignee of any
member of such Society, or any other person whatever, shall in or by
any false representation or imposition, fraudulently obtain possession
of the moneys of such Society, or any part thereof, or having in his or
her possession any sum of money belonging to aueh Society, shall
frauduently withold the same, and for which offence no especial provi-
sion is made in the rules of such Society, it shall be lawful for any one
Justice of the Peace residing within the county within which such
Society shall be held, upon complaint made on oath by an officer of
such Society, to summon such person against whom such complaint
shall be maae, to appear at a time and place to be named in such sum
mons, and upon his or her appearance, or in default thereof, upon due

f)roof upon oath of the service of such summons, it shall and may be
awful for any two justices residing within the county aforesaid, to hear
and determine the said complaint, according to the rules of the said
Society, confirmed as directed by this Act ; and upon due proof of
Buch fraud, the said Justices shall convict the said party, and award
double the amount of the money so fraudulently obtained or withheld,
to be paid to the Treasurer, to be applied by him to the purposes of
the Society so proved to have lieen imposed upon and defrauded,
together with such costs as shall be awarded by the said justices, not
exceeding the sum of ten shillings ; and in case such person against
whom such complaint shall be made, shall not pay the sum of money so
awarded to the person, and at the time specified in the said order, such jus-
tices are hereby required by warrant under their hands and seals, to cause
the same to be levied by distress and sale of goods of such person on whom
such order shall have been made, or by other legal proceeding, together
with such costs as shall be awarded by the said justices, not exceeding
the sum of ten shillings, and also the costs and chai\ attending sucn
distress and sale, or otlier legal proceeding, returning the overplus (if
any) to the owner; and in default of such distress being found, the said
justices of the peace shall commit such person so proved to have
offended to the Provincial Penitentiary, thei-e to be kept at hard labour
for such a period not exceeding three calendar months, as to them
shall seem fit ; provided nevertheless, that nothing herein contained
shall prevent the said Society from proceeding by indictment or com-
plaint against the party complained of; and provided also, that no partj

■ m

IfPr^

200 Cap. 83.

Benefit Building Societies.

10 Vic.

\'.\

/■,

;iHl

shall be proceeded against bv indictment or complaint if a previuUb
conviction has been obtained for the same offence nnder the provisions
of this Act.

23« Provision shall be made by one or more of the rules of every
such Society, to Ihj confirmed as required by this Act, specifying
whether a reference of every matter in dispute between any such So-
ciety, or any jwrson acting under them, and any individual member
thereof or person claiming on account of any member, sliall be made to
such of Her Majesty's Justices of the Peace as may act in and for the
county in which such Society may be foimed, or to arbitrators to be ap-
pointed in manner hereinafter directed ; and if the matter so in dispute
shall be referred to arbitration, certain arbitrators shall be named and
elected at the first meeting of such Society, or committee thereof, that
shall be held after the enrolment of its rules, none of the said arbitrators
being beneficially interested, directly or indirectly, in the funds of the
said Society, of whom a certain number, not less than three, shall be
chosen by ballot in each siich case of disi)ute, the number of the said
arbitrators and mode of ballot Injing detennined by the rules of each
Society respectively ; the names of such arbitrators shall be duly en-
tered m the Book of the said Society in which the rules are entered as
aforesaid ; and in case of the death, or refusal, or neglect of any or all
of the said arbitrators to act, it shall and may l)e lawful to and for the
said Society or committee thereof, and thev are hereby required, at their
next meeting, to name and elect one more arbitrator or arbitrators as afore-
said, to act in the place of the said arbitrator or arbitrators so dying or
refusing, or neglecting to act as aforesaid ; and whatever award shall be
made by the said arbitrators, or the major part of them, according to
the tnie purport and meaning of the rules of such Society, confiniied by
the Justices according to the directions of this Act, shall be in the form
to this Act annexed, and shall be binding and conclusive on all parties
and shall be final to all intents and purposes without appeal or being
subject to the control of one or more Justices of the Peace and
shall not be removed or removeable into any Court of law or
restrained or restrainable by the injunction of any Court of
equity and should either of the said parties in dispute refuse
or neglect to comply with or conform t<> the decision of the said
arbitratora or the major part of thera, it shall and may be lawful for
any one Justice of the Peace residing within the County within which
such Society shall be held, upon good and sufficient proof being ad-
duced before him of such award having been made and of the refusal
of the party to comply therewith upon complaint made by or on
behalf of the party aggrieved to summon the person against whom such
complaint shall be made to appear at a time and place to be named in
such summons and upon his or her appearance or in default thereof
upon due proof upon oath of the service of such summons any two
Justices 01 the Peace may proceed to make such order thereupon as to
them may seem just and if the sum of money so awarded together with
the sum for costs not exceeding the sum of ten shillings as to such
Justices shall seem meet shall not be immediately paid and such Justices
shall by warrant under their hands and seal, cause such sum and costs

1847.

Benefit Building Societies.

Cap. 83. 201

as aforesaid to be levied by distrcsA or by distresses and sale of the
moneys, goods, chattels, securities and effects belonging to the said

farty or to the said society or other legal proceeding together with all
urtner costs and charges attending such distress and sale or other legal
proceeding returning tlio overplus (if any) to the said party or to tlio
said society or to one of the Trustees or Treasurer thereof and in
default 01 such distress being found or siich other legal proceed-
ing being ineffectual then to be levied by distress and saleof the])roper
goods of the eaid party or of the said society so neglecting or
refusing as aforesaid by other Ipgal proceedings together with
such further costs and charges as aforesaid, returning the overplus
(if any) to the owner, provided always, tliat when the rules of
any Society provided for a reference to arbitrators of any matter in
dispute and it shall appear to any Justice of the Peace on the
complaint on oath of a member of any such society or of any
person claiming on account of buch member that application has been
made to such society or the Trustees or Treasurer or other officer there-
of for the purpose of having any dispute so settled by arbitration and
that such application has not within forty days been complied with or
that the arbitrators have neglected or refused to make any award it
shall and may be lawful for such Justice to summon the Trustee or
Treasurer or other officer of the society or any one of them against
whom the complaint is made and for any two Justices to hear and
determine the matter in dispute in the same manner as it the rules in
the said^society had directed that any matter in dispute as aforesaid
should be decided by Justices of the Feace anything lierein contained
to the contrary thereof notwithstanding.

23. If by the rules of any such Society it is directed that any
matter in dispute as aforesaid shall be decided by Justices of the Peace,
it shall and may be lawful for any such Justices, on complaint being made
to him of any refusjil or neglect to comply with the rules of such Society
by any member or officer tliereof, to summon the person against whom
such comj)laint shall be made, to appear at a time and place to be named
in such summons, and upon his or ner appearance, or in defaiUt thereof,
upon due proof on oath of the service of sue! unimons, it shall and may
be lawful for any two justices to proceed tohe.ir and determine the said
complaint, according to the rules of the said Society ; and in the caae
the said justices shall adjudge any sum of money to be paid by such
person against whom such complaint shall be made and such person
shall not pay such sum of money to the pei-son, and at the time specified
by such justices, the}' shall proceed to enforce their award in the manner
hereinbefore directed to be used, in case of any neglect to comply with
the decision of the arbitrators appointed under the authority of this
Act.

24. Every sentence, order and adjudication of any justices imder
this Act, shall be final and conclusive to all intents and pui-poses, and
shall not be subject to appeal, and shall not be removed or removable
into any Court of Law, or restrained or restrainable by the injunction of
any Court of Equity, and no suspension, advocation, or reduction shall
be competent.

ffPfr

902 Gap. 83.

Henefit Bwllding k^oaietiet.

\0\

i^A

S9. A minor may bccomo a tnembcr of any sncJi Society and
shall 1)6 empowered to execnto all inHtniinontH, j^ive all necessary aenuit-
tanees, and enjoy all the privilegeH, and he liable t() all the reHponsibilitiea
appertaining to niembors of matured age, notwithstanding his or her inca-
pacity or (liHability in law to act for himself or herself ; Provided
always, that such minor be admitted into siu-h Society by and with the
ConK'ut of his or her parents, masters, or gnardians.

36. The rules of every such Society shall provide that the trustees,
Treasurer, or other principal officer thereof, shall once in every year at
least, prepare or cause to be prepared a genend statement of tne funds
and enects of or belonging to such Society, specifying in whose custody
or possession the said funds or eifects shah bo then remaining, together
witn an account of all and every the various sums of money received
and expended by or on account oi the said Society since the publication
of the preceding periodical statement ; and every such periodical state-
ment snail be attested by two or more members of such Society,
appointed Auditors for that p.irpose, and shall bo countersigned by the
Secretary of sucli Society, and every member shall be entitled to receive
from the said Society a copy of such periodical statement ; on payment
of such sum as the rules of such Society may require, not exceed-
ing the eum of sixpence.

V7. On the trial of any action, indictment, or other proceeding
respecting the property of any Society enrolled under the authority of
this Act ; or in any proceedmgs before any Justice of the Peace, any
member of such Society shall be a competent witness, and shall not be
objected to on account of any interests lie may have as such member
in the result of such action, mdictment or other proceeding.

28. It shall be lawful for the trustees named in any mortgage
made on behalf of such societies, or the survivor or survivors of them,
for the trustees for the time being, to endorse upon any mortgage or
further charge given by any member of such Society to the trustees
thereof for moneys advanced by such Society to any member thereof,
a receipt for all moneys intended to be secured by such mortgage or
further charge, which shall be sufficient to vacate the same, and vest
the estate of and in the property comprised in such security, in the
person or persons for the time being entitled to the equity of redemp-
tion, without it being necessary for the trustees of any such Society to
give any re-conveyance of the property so mortgaged, vhich receipt
shall be specified in a schedule to be annexed to the rules of such
Society, duly certified and deposited as aforesaid. ^

29. Nothip"; herein contained shall authorize any Building Society
established under this Act to invest its funds, or any part thereof, in
any Savings Bank.

80. All Building Societies hereafter to be established shall be
entitled to the protection and benefits of this Act, but no such Society
shall be entitled thereto until their rules shall have been certified
and deposited in the manner hereinbefore directed by this Act.

1847.

Benefit ButUling Societies.

Cap. 88. 208

81. Whorovor in tluH Act, in describing or referring to any
person, the word importing the singular number or the ma8'.Miline
gender only is used, the same sliall be understood to include, and shall
be applied to several persons or parties, as well as one person or party,
and fein;ileB as well as males, unless there be something in the subject
or context repugnant to such constraction.

82. This Act may be altered, amended or repealed, at this present
or any future session of Aasembly.

Schedule referred to in this Act.

FORM OF AWARD.

v7e, the major part of the arbitrators, duly appointed by the

Building Society established at in the

County of do hereby award and order, that A. B.,

(specifying >l.y liarae the party or the oflBcer of the Society) do on the

day of , pay to C. D. the sum of

(or we do hereby reinstate in, or expel A. B. from the said Society, as
the case may be.)

Dated this day of , A.D. 18

E. F.
G. H.

FORM OF BOND.

Know all men by these presents, that "'^ A. B., of
Treasurer (or trustee, etc.,) of the Building Society

established at in the County of , and

C. D., of , and G. H., of (as sureties on

behalf of the said A. B.) are jointly and. severally bound to E. F, the
present Clerk of the Peace for the County of < in the

sum of to be paid to the said E. F., as such Clerk of

the Peace or his successor. Clerk of the Peace, of the said County of
for the time being or his certain attorney, for which
payment well and truly to be made we jointly and severally bind our-

204 Cap. 83.

Betiefit Building Societies.

10 Vic.

Bclves and each of us by hiinaolf our and each of our heirs, executors
and administrators firmly by these Presents.

Sealed with our seals ; dated the day of

in the year of our Lord one thousand eight hundred and '

Whereas the above bounden A. 13. hath been duly appointed
Treasurer (or Trustee, etc.,) of the Building Society

established as aforesaid, and he together with the above bounden C. D.
and G. 11., as his sureties have entered into the above written bond
subject to the condition hereinafter contained. Now, therefore the
condition of the above written bond is such that if the said A. B. shall
and do justly and faithfully execute his office of Treasurer (or Trustee,
etc.,) of the said Society established as aforesaid, and shall and do
render a just and true account of all moneys received and paid by him,
and shall and do pay over all the moneys remaining in his hands, and
assign and transfer or deliver all securities and effects, books, papers
and property of, or belonging to the said Society in his hands, or
custody to such person or persons, as the said Society shall appoint
according to the rules of the said Society together with tlie proper or
legal receipts or vouchers for such payments, and likewise shall and
do in all respects well and truly and faithfully perform and fulfil his
office of Treasurer (or Trustee, etc.,) to the said Society according to the
rules thereof, then the above written bond shall be void and of no
effect, otherwise shall be and remain in full force and virtue.

A. B.

[L.S.]

C. D.

[L.S.]

G. H.

[L.S.]

Jol
an(
hv.

an(

1866.

Reovoed Benefit Building Societies. Cap. 22. 205
CAP. XXII.

An Act to revive and continue an Act intituled "An Act for
the regulation of Benefit Building Societies.

Section. Bectloo.

1. Act 10 Vic. cap. 83, revised. I 3. Acts

2. Saint John Building Society, &c., pro-!

tected by said Act,

(lone by New Urunswick Benefit
Building Society, &.C., and Saint )ohn
liuilding Society, iVc, when valid.

Passed, \Uh April, 1866.

WHEREAS the Act of Asseinblv made and paHsed in the tenth year
of the reign of Her present Majeety, intituled " An Act for the
regulation of Benefit Building Societies, hath l»y chapter 162, title
49, of the revised Statutes of the promulgation and repeal of Statutes,
been repealed ; and whereas at the time of the repeal of the said Act
" The New Bru swick Building Society and Savino;K' Fund," was in
existence, but has since been closed, anci divers mortgages made to the
Trustees of the said Society cancelled ; and whereas since the repeal of
the said Act "The Saint John Ihiilding Society and Investment
Fund " hath been formed, and hath been in existence four years and
upwards ; and whereas, as is recited in and I)y the said repealed Act, it
is desirable to afford encouragement and protection to the Societies
commonly called Benefit Builaing Societies, and the property obtained
therewith in this Province ; —

Be it therefore enacted by the Lieutenant Governor, Legislative
Council and Assembly, as follows : —

1. The said Act of Assembly made and passed ui the tenth year
of the reign of Her present Majesty, intituled, " An Act for the regu-
lation of Benefit Building Societies," shall be and the same is hereby
revived and declared to be and continue in full force and operation
from the time of the passing of this Act.

2. The Society now established or existing in the City of Saint
John, under the name and style of " The Saint John Huilding Society
and Investment Fund " and all Benefit Building Societies hereafter to
be established within this Province, shall be entitled to tlie protection
and benefits of the said revised Act.

3. All tiie proceedings and business transactions of the ^said "New
Brunswick Benefit Building Society and Savings' Fund,'' and of and
connected with the Saint John Building Society aiid Investment
Fund, since tiie time of the repeal of the said Act hereby revived, fso
far as the same shall have been in accordance with the provisions of tlie
said Act,) shall be and shall be held to be and to have been as valid
and effectual in all respects as if the said " Act for the regulation of
Benefit Building Societies" had not been repealed, but hau continued
in force until the passing of this Act; and all mortgtiges cancelled by
the acting Trustees of the said " New Brunswick Benefit Building So-
ciety and Savings' Fund " in accordance with the rules of the said
Society, and the said Act hereby revised, shall be held to have been

206 Cap. 22. Revived Benefit Buildmg Societies.

30 Vic.

duly cancelled and discharged ; and the rules and regulations adopted
by the members of the said " Saint John Building Society and Invest-
ment Fund," (so far as the same shall be in accordance with the terms
of the said revived Act,) shall be held to have been, and shall continue
and remain in full force and effect ; and the officers of the said So-
ciety, shall respectively continue until such time as they may be displaced
and others appointed in their room, pursuant to the said rules ; and all
moneys, securities for money,' books, writings, property and effects,
belonging to, or made or taken in the name oi such Society or the
Trustees thereof, shall vest in the persons now acting as Trustees of
the said "Saint John Building Society and Investment Fund," to the
use and for the benefit, and subject to the liabilities of the said So-
ciety, and so from time to time in the succeeding Trustees thereof, and
the said securities shall in all respects be valid and effectual according
to the tenor thereof ; and the said " Saint John Building Society and
Investment Fund " shall from its commencement be held and taken to
have been and from henceforth shall be a valid Benefit Building
Society, under the terms of the said Act hereby revived and con-
tinued.

CAP. LVI.

An Act in amendment of an Act made and passed in the tenth
year of the Reign of Her present Majesty, intituled " An
Act for the regulation of Benefit Building Societies and the
Act 29th Victoria to revive and continue the same."

7-
8.

lo.

Section.

11. Society may prescribe certain forms of
conveyance ; where conveyance, &c.,
shall be filed.

12. Society may prescribe terms of insurance
entry, sale, &c.

13. Certain existing Societies to receive the
benefits of this Act ; Proviso.

14. " The Saint John Building Society and
Investment Fund " to be a Corpora-
tion.

15. "The Provisional Land and Building
Society and Savings Fund" to be a
Corporation.

16. Inconsistant provisions of former Acts to
be|deemed amended.

Passed 17th May, 1871.

Be it enacted by the Lieutenant Governor, Legislative Council,
and Assembly, as follows : —

1. It shall and may be lawful for any number of persons in this
Province to form themselves into and escablish Societies for raising by
Bubscriptions of the several members of such Societies, in shares not

Section.

1. Societies how formed and established.

2. Societies may hold real estate, &c.

3. Persons forming such Society to be and

continue a corporation.

4. Society to have a corporate seal, and the

r^hts and privileges of a Corporation.

5. Office of Trustees abolished ; manage-
ment of .Society vested in Directors

What the rules of Society shall specify.

Shares classified.

When members shall receive interest on'

his share.
When shares may be capitalized.
Society may receive money on deposit ;

Proviso.

claii

cess

the

pect

plac

the

styl^

reel

rule.

1871.

Benejit BvMdvng Societies, Amended. Cap. 66. 207

exceeding the value of four hundred dollars for each shares, a stock or
fund to enable each member to receive out of the funds of the Society
the amount or value of his shares therein, for the purpose of erecting
or purchasing one or more dwelling house or houses, or oJier freehold
or leasehold estate, or for any otlier purposes whatever; and the
amount or value of such shares so advanced shall be secured to thre So-
ciety by mortgage on freehold or leasehold estate of such member, iintil
the amount or value of his shares, with the interest thereon, shall have
been fully repaid, as provided by the rules of such Society, together
with all hues or liabilities incurred in respect of such shares, as may be
provided by such rules.

2. Every such Society now formed or hereafter to be formed
shall have the power of purchasing and holding freehold and leasehold
estate, of building houses and other structures or erections thereon, and
of selling or renting the same, as to such Society or the Directors
thereof may be deemed advisable.

3« The persons forming such Society, and all such persons as shall
from time to time become, be and continue members thereof, and their
several and respective executors, administrators and assigns, shall from
the time that the rules of such Society shall be certified or combined,
and a transcript thereof filed with the Clerk of the Peace as is provided
in the said Act, for the regulation of Benefit Building Societies, be and
continue a corporation, body corporate and politic as a Benefit Building
Society, by the name and style mentioned in the rules, for the purposes
aforesaid.

4. Every such Society shall have a corporate seal, and may re-
ceive, take and hold any real and heritable property, lands and tene-
ments, moneys, securities for money, or other obligatory instruments,
goods, chattels and effects whatsoever, and give, grant, sell, let, cancel,
release or assign the same, and may bring or defend, or cause to be
brought or defended any action, suit, prosecution or proceeding at law
or in equity, concerning the property, rights or claims of such Society,
and shall have generally all the rights, powers and privileges, incident
to a corporation by Act of Assembly or otherwise.

5. The oflSces of Trustee or Trustees in any such Society is
hereby abolished ; and all real and personal estate, property and effects,
and all titles, securities, instruments and evidences, and all rights and
claims of or belonging to any such Society, shall vest in the Connnittee
of Management or Directors thereof for the time being, and their suc-
cessors in office, in the corporate name of such Society, for the use of
the Society and the respective members thereof according to their res-
pective claims and interests.

6. The rules of every such Society shall specify the place or
places at which it is intended the Society shall hold its meetings, and
the name by \.'hich it shall be stj'led and known, (which name and
style may be altered in like manner as is provided in the Act for the
regulation of Benefit Building Societies, for an alteration of the said
rulfti) and shall contain provisions with respect to the powers and claties

. \

■u Vr

Iflp^

208 Cap. 56. Benefit Building Societies, Amended.

34 Vic.

of the inembere at large, and of the officers appointed for the manaff»-
ment of its affairs ; but it shall be lawful for any Society, or for the
Directors of such Society, to change the place or places oi meeting, or
establish new places of meeting, upon filing a written notit thereof
with the Clerk of the Peace with whom the r s may be tiled.

T. There may be three classes oi shares in any such Society, viz :
monthly investing shares, paid up investing shares and capitalized
shares or stock to be regulated respectively by the rules of the Society.

8. No member of any such Society, except in the case of his
withdrawal according to the rules of the Society in such case provided
shall receive from the funds of the Society any interest or dividend by
way of annual or other periodical profit upon any monthly investing or
paid up investing share or shares in the Society, until the amount or
value of his share or shares has been realized, matured or capitalized as
provided for by rule in such case.

9. Any share or shares in any such Society'may be capitalized at
any time as may be provided for by rule in such case, and such share
or shares when so capitalized shall become fixed and permanent capital
stock or shares in such Society, not withdrawable therefrom, but trans-
feiable in the same manner as other shares in the said Society, or as
may be provided by the rule.

10. It shall and may be lawful for any such Society in the rules
thereof to provide for the receiving of money on deposit, paying there-
for such rate or rates of interest as may be agreed upon, and upon and
under such regulations as may be deemed advisable, and to pledge the
estate and property, assets and effects, moneys and securities belonging
to such Society, as security for the repayment of such moneys or de-
posits, and the interest thereon ; provided that the amount of money
on deposit shall in no case exceed three-fourths of the amount of the
accrued value of the investing shai'es and capitalized stock of such
Society.

11. Any such Society may in the rules thereof describe the form
of conveyance or other instrument required for carrying its purposes
into execution, and which may be specified in a schedule to be annexed
to the rules of such Society, and certified or confirmed as hereinafter
provided ; and the Directors of such Society shall file with the Regis-
trar of Deeds for every County wherein any lands secured by way of
mortgage to the Society may be situate, a copy of the rules of the So-
ciety and of such form or forms annexed thereto : and such Registrar
shall receive the same without fee or reward, and shall preserve the
same with the Recorder of Deeds for such County.

12. Any such Society may in the rules thereof prescribe the
powers, terms and conditions for or relating to the insurance to be made
or effected upon the buildings and erections upon any lands or tene-
ments, freehold or leasehold estate, secured to the Society by way of mcrt-

fage ; and further may prescribe upon what default ot payment, or
reach of such rules or of the terms of any mortgage, deed or security
to the Society or any of them, the lands and premises mortgaged to

1871.

Amended Benefit Building Societies. Cap. 56. 209

the Society may be entered upon, and the rente and profits tliereof re-
ceived or distrained for, by such Society, or its agent appointed by the
Directors thereof, or may be absohitely sold ; and may prescribe and
make such powers, terms, provisions and conditions for, or relating to
such insurance, entry, distress or sale of any of them, and for indem-
nity of the purchasers at any such sale, or otherwise in respect of any
mortgage security as shall be deemed advisable ; and it sliall be suffi-
cient in all mortgage deeds or securities made or taken to or by any
such Society, to refer therein to such powers, terms, provisions and
conditions as prescribed in the said i-nles, without stating the same in
any such security at large; and all the powers, terms, provisions and
conditions in the said rules contained with respect to such mortgage-
deeds or securities, shall be deemed to be incorporated in the said mort-
gage deeds and securities, equally as if stated at large therein ; and all
sales and conveyances made under the same shall be valid and effectual
in the premises; and the deed or conveyance of the said Society, exe-
cuted under its corporate seal, and purporting to be made in pursuance
of the said provisions and powers, &\vd\{ ha 2>i ima facie evidence of the
»ame, and that the same have been duly executed, and that all the pro-
ceedings on which such conveyance was founded were rightly had.

18. "The Saint John Building Society and Investment Fund"
and " The Provincial Land and Building Society and Savings Fund,"
established and existing under and by virtue of Act of Assetnbly 10th
Victoria, chapter 83, intituled. An Act for the regulation of Benefit
Building Societies, and the Act of Assembly 29th Victoria, chapter
22, intituled. An Act to revive and continue an Act intituled, An Act
for the regulation of Benefit Building Societies, shall from henceforth
respectively be entitled to the protection and benefits, and shall be estab-
lished and exist as incorporated Building Societies under the terms of
this Act ; and all real and personal estate, rights or claims of what
nature or kind soever, moneys, securities for money, books, writings,
property and efiEects belonging to the said societies, or made or taken
in the name of, or at present vested in the Trustees of the said Socie-
ties, shall from henceforth respectively be fully and absolutely vested
and remain in the said Saint John Building Society and Investment
Fund, and Provincial Land and Building Society and Savings' Fund,
incorporated by the terms of this Act, their successors and assigns, for
the like uses, trusts and purposes for which the same are at present
held by or vested in tiic said societies respectively, or in the said Trus-
tees : and the said securities shall in all respects be valid and effectual
to the said Societies respectively, according to the tenor thereof, and
may be sued, prosecuted and proceeded upon as provided by the terms
of this Act, in the name of the said Societies respectively, in like
manner as if the same had been taken or made in the said name ; and
all powers of sale, and other powei-s, rights or privileges therein or
thereby given, or reserved or contained, shall and may be exercised in
the name or under the corporate seals of the said Societies respectively
as the Directors of the same for the time being, or the major part of
them present at any meeting, shall direct and appoint, according to the
tenor of such powers, rights or privileges respectively ; and the rules
14

210 Cap. 5G. Revi/ved Benefit Building Societies.

34 Vic.

of the said Societies shall be and continue in full force and efifi )t save
and excepting as the same shall be altered by the terms of this Act,
until the same shall be rescinded, altered or amended as hereinbefore is
provided ; and all suits, actions or prosecutions relating to or in any
manner concerning the said societies, which before the passing of tliis
Act could have been sued, brought or had by or against the Trustees of
the said Societies, shall from henceforth be sued or brought by or
against the said Societies respectively, in their incorporated name,
under the terms of this Act ; provided that the present Directors of
the said Societies respectively sliall and tnay continue to act as Direc-
tors thereof until the next annual general meeting of the members^ of
the said Societies held for the election of Directors after the ])assing of
this Act.

14. The said The Saint John Building Society and Investment
Fund, shall be and become a Corporation under the style and name of
" The Saint John Building Society ," and for that purpose shall have
all the benefits, rights, privileges and advantages of a corporation
established by x\ct of Assembly oi- otherwise, subject to the provisions
of the Act of Assembly, 10th Victoria, chapter 83, intituled an Act
for the regulation of Benefit Building Societies, and an Act of As-
sembly 29th Victoria, cliapter 22, intituled. An Act to revive and con-
tinue an Act intituled, An Act for the regulation of Benefit Building
Societies.

15. The said The Provincial Land and Building Society and
Savings' Fund, shall be and become a Corporation under the style and
name of " The ProvincialBuilding Society," and for tliat purpose shall
have all the benefits, rights and privileges and advantages of a Corpo-
ration established by Act of Assembly or otherwise, subject to the
provisions of the Act of Assembly, lOtli Victoria, ciiapter 83, intituled
An Act for the Regulation of Benefit Building Societies, and an Act
of Assembly, 29th Victoria, chapter 22, intituled, An Act to revive
and continue an Act intituled. An Act for the regulation of Benefit
Building Societies.

IB* All provisions of all former Acts or amendments of Acts,
which may be inconsistent with this present Act, shall be held and
taken to be this Act amended so far as may be necessary to render
them coDBistent with this Act.

1871.

Meal Estate and Bmldimj Company. Cap. 57 211
CAP. LVII.

A.n Act to incorporate the Saint John Real Estate and Build-
ing Society.

Suction.

I. Company incorporated.

Capital stock.

3. First meeting, by whom called.

4. Qualification of voter.

i;. Shareholder liable for calls.

t. Power of Company to levy and collect

assessments ; how recovered.
7 No transfer made until all calls paid.

8. What constitutes a discharge to Com-

pany.

9. In any suit Company need not set forth
special matter.

On trial, what constitutes sufficient
proof.

10,

Section.

11. Production of register to be deemed

prima facie evidence.

12. When dividends shall not be paid.

13. Liability of Company.

14. Company may classify shares.

15. Class A, shareholders may have prefer-

ential interest.

16. Preferential interest to class A, how

secured.

17. When class B, shares may be granted to

holders of class A.

18. Dividends to be made to class A.

19. Annual and other meetings, when held.

\ Passed 17th May, 1871.]

E IT ENACTED, by the Liuiitenaut-(TOvenior, Legislative Council,
\x\d Assembly, as follows :

1. That John M. Kobinson, Thomas !>. Buxton, William S. Ber-
ton, Frederick P. Robinson, their associates, successors and assigns, be
and thty are hereby declared to l)e a body corporate, by the name of
"The 8t. John Ileal Estate tmd Building Company," with all the
general powers and privileges made incident to corporations by Act of
Assembly in this Province, for the ])nrp()se of building and erecting
houses, buildings and other erections in the city of St. John, and rent-
ing and Itiasing the same, and for tlie leasing- or ptirchasing of lands in
the said rAty of St. John, and the constnu^ting and maintaining of
buildings thereon, as may be neces.sary, requisite or convenient, and
such other works, business and operations as may be incident thereto.

2. The capital stock of the said Corporation shall be fifty thou-
sand dollars of the current money of the Province of New Bnmswick,
divided intc' five hundred shares of one hundred dollars each ; provided,
however, th.it the said Corporation sluill have power to in(!rease the
said capital Htock to a sum not exceeding the sum of one hundred thou-
sand dollars.

3« That the first meeting of the .<aid (\)rj)oration for the organi-
zation thereof may be called by the said r'rederick P. Robinson, or in
case of his death, neglect or refusal, by any one of the parties named in
this Act, at such time and place :is ho may appoint by publishing notice
of the same it any one ])ublic newspaper printed and published in the
civ/ of St. John, for ten days previous to the day of such meeting.

4> Each and every person owning a share in the capital stock of
the said Compiuy shall be a mentber thereof, and shall be entitled to
vote at all meetings of the said Company ; and members may give as
many votes as they own shares, and may vote by proxy, such proxy be-

;■

212 Cap. 57. Real Estate and Building Compa/ny.

34 Vic.

ing a stocklioldur and autliorized in writing; provided, however, that
no member acting aw snch proxy shall he the proxy of more than one
absent stockholder.

fi» Eaqji and every shareholder in the sjiid Corporation shall be,
and be^held liable, to the said Company for each and every call or
assessment made ; not, however, to exceed in amonnt the stock sub-
scribed by him, for the purpose of enabling the said Company to pay
the debts and engagements of the said Corporation, or for tne purposes
of or to carry on the operations for whien the said Company is incor-
porated ; which call or assessment may be sued for by the said Cor-
poration, and recovered in any (]?ourt oi Record within the Province.

0« The Company or the Directors, if empowered by the by-laws
of the Corporation, shall have power from time to time to levy and
collect assessments upon the shares, or upon such of them on which the
amount subscribed has not been jiaid up, of such sums of money as may
be deemed necessarv for carrying on the business, or for the purpose or
operations of the said Companv ; and whenever any assessment snail be
made as aforesaid, it shall be tlie duty of the Treasurer or Secretary of
the said Company to give notice thereof in a public newspaper printed
ill the city of St. John, recmiring payment of tlie same within not less
than thirty days ; and if any stockholder shall neglect or refuse to pay
to the Treasurer the amount of such assessment upon his shares, or any
part of such amount, at the time in such notice prescribed, the same
may be either sued for and recovered in the manner provided in the
last preceding section, or the Treasurer may advertise all such delin-
quent shares ior sale at public auction, giving at least thirty days' notice
of the time and place of such sale by pubhshing a notice thereof in
some one public newspaper published in the city aforesaid ; and all
shares on which the assessment or any part thereof is not paid, with
interest from the time such assessment became due, may be sold to the
highest bidder, and after retaining the amount due on such assessment,
and all interest due thereon, and all expenses of advertising and selling,
the residue (if any) of the moneys for which such shares shall be sold,
shall be paid over to the former owner thereof, and a new certificate or
certificates of the shares so sold shall be made and delivered to the pur-
chaser or purchasers thereof.

T- No shareholder shall be entitled to transfer or vote upon any
share after any call shall have been made in respect thereof, until he or
she shall have i:)aid all calls for the time being due on ever}- share held
by him or them.

S. The said Company shall not be bound to see to the execution
of any trust whatever express, implied or constructive, to which any of
the said shares may at any time be subject, and the receipt of the party
in whose name any such share shall stand in the books of the said Com-
pany, or if it stands in the name of more parties than one, the receipt
of any one of the parties in whose name the same shall stand in the
register of stockholders, shall from time to time be a sufficient dis-
charge to the said Company for any dividend or other sum of money

1871.

Heal Estate and Building Company. Cap. 57. 213

payable in respect of such share, notwitlistandinpauy trust to whicli such
share may then be subject, and whctlier or not the said Company shall
have had notice of suen tnist, and notwithstanding the other owner or
owners of such share or shares shall not have joined in such receipt,
and that the said C^ompany shall not be in any way bound to see to ttie
application of the money paid upon Guch receipt

©. In any action or suit to be brought by the said Company against
any shareholder to recover any money due for any call, it shall not be
necessary to set forth the special matter ; but it shall be sufficient for
the said Com])any to declare that the defendant is the holder of one or
more shares in the said Company (stating the number of shares), and is
indebted to the said Company in the sum of money to which the calls
in arrear shall amount, in respect to one call or more upon one share or
more, stating the number and amount of each such calls, whereby an
action hath accrued to the said Company by virtue of this Act.

10« On the hearing of such action or suit, it shall be sufficient to
prove that the defendant, at the time of the making of such call, was
the holder of one or. more shares, as the case may be, in the said Com-
pany, that such call was in fact made, and such notice thereof given as
18 direcUjd by this Act ; and it shall not l>e necessary to prove the
appointment by the Directors by whom such call was made, nor any
other matter whatever; and thereupon the said Company shall be
entitled to recover what shall be due upon such call, and interest there-
on unlesQ it shall appear either that such call exceeds the prescribed
amount aforesaid, or that due notice of such call was not given.

11 • The production of the register of the shareholders shall be
prima fade evidence that the parties whose names are therein entered
as owners of shares are shareholders, and of the number and amount of
their respective shares.

12. The dividend shall be paid in respect of any share, until all
calls and assessments then due and unpaid, in respect of that and every
other share held by the person to whom such dividend may be payable,
shall have been faithfully paid.

13* The joint stock and property of the said Company shall
be responsible for the debts and engagements of the said Company,
and tne holders of stock in the said Company shall be chargeable in
their private and individual capacity for all debts and liabilities of the
said Company, in proportion to the stock they respectively hold ; pro-
vided, however, that in no case shall any one stockliolder be liable to
pay a sum exceeding the amount of stock actually held by him ; pro-
vided, nevertheless, that nothing herein contained shall be construed
to exempt the joint stock of the said Corporation from being also
liable for and chargeable with the debts and engagements of the same.

14. The said Company may, at any meeting of shareholders, set
apart any number of the present or future shares of the said Company,
to be denominated "class A shares," and all other shares may be
designated '• class B shares."

214 Cap. 57. Real Estate ant/ Building Compani/.

34 Vic.

19. The shareholders of the said C.Vunpany, or a majority of
them, at nny meetinij, may from time to time frnuit to the holders of
class A shares a preierential interest or divideiid not exceedin<; seven
per cent, per annum, on such terms and conditions as at any such
meeting may be imposed.

16« The shareholders of the said Company, or a majority of them,
may from time to time suhject and charge, in such manner as they see
tit, the lands, goods and other property, incomes and protits, present
and future of the said Company or such parts thereof as they may
think tit to secure the payment or other satisfaction to the holders of
class A shares of any interest or dividend aforesaid not exceeding seven
per cent, as aforesaid.

1*7. The shareholders of the said Company or a majority of them,
may at any meeting or meetings of the said Company, grant to the
holders of paid up "class A shares" or any of them, such number of
''class B bhures" as the said shareholders or a majority of them may
deem proper, and upon such terms and conditions as they may impose.

IHm No greater dividend than seven per cent, per annum shall be
made to class A shareholders until class B shareholders shall have
received full six percent, per annum interest or dividend on the amount
of stock paid up by them, with interest on arrears of such dividends,
if any.

1©. The time and place of holding annual or semi-siunnal, and all
special or other meetings of the said Corporation, as also the number,
iligibility, duties and powers of Directors, officers and servants, their
continuance in ottioe, removal or dis<|ualification, the tilling up of
vacancies, the time and manner of election or appointments, and any
and every other matter and thing whatsoerer connected with the
objects and purposes for which the said Company is incorporated, may
be established or regulated by by-laws of the said Company to be made
at any meeting of the said Company, or adjournment thereof, which
by-laws not inconsistent with this Act of incorporation, they are
empowered to make.

isfro.

Benefit Building Societies.
CHAP. XXXIII.

Cap. 33. 215

An Act in further amendment of the law relating to Benefit

Building Societies.

Hretlon.

1. Society authorized to invest funds,

Amount to lie invi-stcd.

2. Rights of investors in Society.

3. By-laws of Society to l)e suliniitted to

and approved of by Attorney Cieneral
before going into operation.

4. Hy-laws to be recorded.

5. General statement of Society to be sent

to each shareholder before annual

s.cUon.

meeting.

6. Liability of shareholders.

7. Meaning of the word " capitaliied "

detineti

8. When general sf.Mement shall be pub-

lished.

9. I'cnalty for not mailing general state-
ment to shareholders; Amount.

[Pam'ti 2Snl April, 1880.]

WHEREAS it irt (Iwined e.xpctiient toaineiul lui Act iiii»(k' and j)assed
ill t!u' tciitli year of tlio licign of Her prct^t-nt Majt-sty, intituled
An Act for the lej^iilation uf llenetit Jiuildinjj; Societies, and all otlier
.\ctrt in ameiHlnieiit thereof, so as to declare more fully and clearly tlie
powers and rio;hts of all such Societies now formed or hereafter to he
t'ormed in this Province; —

Bo it therefore enacted hy the Lieutenant-Governor, Legislative
Council, and Assembly, as follows : —

1. From and after the passing of this Act it shall and may be law-
ful for any Building Society in this Province now formed or hereafter
to be formed to invest its funds and moneys in good Dominion, Provin-
cial, County, (-ity or ISchool Debentures, not to exceed however, in the
whole, more than twenty per centum of the total amount of the afisets
of any such Society.

3. For the purpose of declaring more clearly tlie respective rights
of those having funds invested in any such Society, it is hereby declared
that deposits and debenture indebtedness shall be a fii*st charge upon the
funds and assets of any such Society, and mttnthly investing and paid-
up shares, and capitalizt^d stocks shall rank ecpally next '\fter deposits
and debenture indebtedness.

3. From and after the passing of this Act it shall and may be
lawr'ul for any su(rh Society now formed or hereafter to be formed to
frame by-laws and ordinance, not contrary to Law, for its guidance and
government ; and it shall not be necessary for such by-laws and ordi-
nances, or any amendment thereof to be certiticd by a P>arrister appoint-
ed by the Attorney Oeneral, nor shall it be nece.s.sary for the same to
be filed with the Clerk of the Peace for the county wherein such Socie-
ty may carry on its l)usiness, any thing in the Act loth Victoria,
chapter 83, or any ameiuhnents thereof , to the contrary notwithstanding;
but before such by-laws and ordinances and amendments thereof come
into force aiul effect they shall first be submitted to and approved of by
the Attorney General of the Province for the time being, which ap-
proval of by-laws and amendments thereof shall be published in the
Royal Gazette, or in a daily newspaper published in the city of St.
John, or such weekly newspaper as Uiay be best adapted to that pur-

>" 'I

ll^

216 Cap. 8fi.

Benefit Building Societies.

48 Vie.

|M>8fl, in the caw! of HocicticH wliows cliief place of lnjHiiiefw in the Pro-
vince may Ixf (slwiwlicrc! than in the city of St. iloliti, for om; iiiBcrtion,
and Huch ))iilili(;utioii hIuiII he cviric^ncc of HiK^h approval of Huch hy-laws
and anieiuhiKtritH thcntof; |>rovi(h<<l alwayH, that notJiirii; hunsin con*
tained Hhall v.iJw.t any hy-IawH of I'liildiii^ Ko(!i(jticH now in forco.

4* All MH-h hy-lawH and ordiiiancctH, and ainitndinontH th«!ruof,
after ap[>roval art aforcHaid, Hhall he entered in a h(M»k to he kc^pt hy
HUch Society for that piirpowe, and Hhall he; Hijriic«l hy tiio Hliurehoidors
and Iiorrow(!rH and of any hucIi So<ri«>ty.

ff. Th(! p'Jienil Htaterncint of the fundrt and efTtfctH of HUch Society,
whicli \H hy the ysth Section of the Haid Act and aniendnuintH thereto,
recpiinul to h(! f^iv(!n to each ni»>nihcr of mwM So<riety, whall he mailed,
prepaid hy the the Se<Tetary or Secretary-TreaHnrer of hucIi Society,
addrcHHcd to each rtharciholdcM' of him-Ii S(K'.i(!ty, at leiwt nix dayH liefore
each animal meeting, hut non compliance with tlnH neittion Hhall not render
any such /roni-ral meeting, or any adjournment ther(!of, or tiu; proceed-
ingH of any nuch nuuftinj^, or any ad jourment tlufreof, invalid or illcf^ai.

O. The joint Hto(!k and prctpcrty of any Huch Socm-ty hIiuII he rea-
iionnihle for tiie dehtH and <'ngag(!mentH of any hucIi Society ; and tho
lU'lderH of Htock in any micl) Society Hhall he charg(!ahle in their j)ri-
vale and individual (ra])acity for all dcihtn and lia]>ilitieH of any HUch So-
ciety in which they may hold fit(»ck, in proportion to the; Hto<!K they res-
pectively liold; provided however, that in no caHC Hhall any one ntock-
ncdder he liahle to pay a Hum exceeding the amount of Htoek actually
held h}' him ; provided nevertlkMleHH, that notliin|^ herein contained
rthall he .tonstrued to exempt the joint stock (»f the wiid (Corporation
from heir.i? alno liahle and ebiirgeahle with the dehts and enfijagement-s
of the same.

T. Th(5 word " (capitalized " in the seventh section of tho Act
chapter tiftyHix, thirty tourtli Vic^toria, intituled An Act in amendment
of an Act made and paHHed in the tenth year of the lieifj^n of Her i)re-
sent MajcHty, intituled An A(!t for the rejj^ulation of ({cnetit Buihling
Societies, and the Acts 2'.Hh Victoria to revive and continue tho same,
shall he read arul underntood, for all purpoHCS ('oniUMited with Henefit
Building Societies in this Province, to mean (Japital Stock iis well ub
Capitalized Stock.

H. The general Htatement mentioned in the fifth Section of this
Act shall witliin ten days after the annual meiiting of any such Society,
be puhlished in a public newspaper publiwhed iti tho (nty or county in
winch any such Society may have its chief j)lace of business, and if
tliere shall not be any public newHpa])er })ul)li8hed in any such city or
county, then such general statement shall be puhlished in the Jiayal
Gazette.

9, If such Secretary or Secrcitary-Treasurer aforesaid sliall not
mail such general statement as required by the fifth section of this Act,
he shall forfeit and pay a j)enalty of twenty dollars for each offence,
gucli j)enalty to l)e enforced and recovered under the summary convic-
tions Act intituled chapter sixt^ -two, of the Consolidated Statutes of
^' w Brunswick.

1849,

Bffii^t Ruildinff Somettti,
CUAP. XLII.

Cap. 42. 21 1

An Act for tho regulation of Benefit Biiildinc SocieticH.

HiM'tldll

I'reninhle.

1. Foriimtiiiii nf Hiiililin^ Surirlirit ; |)ur-

(xiU's niid r<-(;iil:iiii)ns thcriMif ; priivino.

2. Honun 'hi shurr^ and intcrcitt.

3. Forniiot i.'iDvcyanccs traiisrcm, &c.

4. .Sul)n)iiisi(}n of riiloH f(ir approval by (juv-

crnor in Council, &<•., &r.

5. Kulcit (o lie recordfil and to lie open to

inspection.

6. Force of rules.

7. Alterntion of approved rules,

8. i'lacc of meeting, powers of niemliers,

officers, &c.

9. KU-ction of officers, filling; nl vncancies,
Kcciirities rL-(piired from officers .

Klfction of (.'oininillccs; iiowcrs; proviso.

Accounts lietween indiviflualsiuid society.

Involuntary conveyances iiy order «if
court.
13. Title to real property, monies, &c., vest
cd in officers of Society j institution and
(lefence of suits relative thereto, iVc.

10.
II.

13.

Hiitlon.

14. I.ialiilitieit of officers for delicieney irt
funds ; proviso,

15. I'ayiiu-nl of iiiomy of deceased inteitnte
ineniiiers.

16. Payment when sum 1 loes not exceed /'so.

17. Kemedy a^.iinst iicrsons fraudulently dc*
tninin^ funds of siK'ieties ; proviso,

18. Kules to lie provided for siilimission of
differences to justii:es of the jieace or to
uiliitration,; election of arliitrators,
&c', &c.; enforcement of awards, tiic,
&c.; proviso,

19. Proceeilinjjs l,»;fore jusliccs.

20. Minors m.iy liecome mei iliers,
31, Preparation of j;cncral St, ement,
22, Memliers competent as wiinesses.
33, J)ischarf'e of morl^a^es.

24, Fui;ds not to he invested in savinf^s Hanks.

25. .Societies hereafter estalilishcd subject to
Act.

26. Construction of terms.

27, Alteration or repeal of Act.

PaHHe(/ the 'AUt day of Mtvrck, A.J)., 1K49.

WIIEItEAS oortiiin Soci' ioH, (roiniiKtuly (ialled liiiildiiii^ S(»<;ieticH,
liiive hiioii t'HtabliHluMl i dilTonint partH (if tlit! I'nitcd Kiiif^dom of
(ircat Hritain, iuid in tho I'roviiictJH of ('aiiadaaiid New I'niriHwifk,
jriiK'ipally ap.ioiif^Ht t!ic iiiduHtrioiiH claHWJH, for tliti |>ijr[>oH(! of raiHiii^,
ly Hiiiall iH!riodical HulmcrmtionH, a fund to aHnibt the iiieiiiherH thorcof
in ohtaininf^ Freehold or LeaHchold Property ; and it Ih expedient to
alTord eneoiira^enientand protection to Hiicli SocictieH, and the Property
obtained therewith, in thin Provinco ;

I. Be it therefore enacted, by the Lieutenant-fiovornor, Council,
and Assembly, That it Hhall iind may be lawful for any number of per-
HouH in thiH Province to form theniHclveH into and cHtabiiHh Societie«,
f(jr the i)urpose of raittin^ by the monthly or other subscTiptiouH of tho
Heveral members of suctli SocietieH, shares, not e.xceedinf,^ the value of
One Hundred and Fifty Pounds foreacjli sliiiro ; such subwiription not
to exceed in tho wliolo Twenty Shillin^B per Month for each share ; a
Stock or Fund for the piir])ose of enablin/,^ each member tlujroof to
rciceivo out of the fnnds of such Society tho amount or value of his or
h(!r share or shares tlierein, to erect or purchase one or more Dwelling
House or Dwelling Houses, or other Real or Household Estate — to bo
secured by way of mortgage to such Sooiety, until the amount or value
of his or her shares shall have been fully repaid to such Society, with
the interest thereon, and all tines or other j)ayments incurred in respect
thereof ; — and to and for the several members of each Society from
time to time to assemble together, and to make, ordain and constitute
Hiich proper and wholesome Tiules and Regulations for the government
and guidance of the same, iis to the major part of the members of such
Society bo assembled together shall seem meet — so as such rules shall
15

IIHlif

218 Cap. 42.

Benefit BuUdvng iSocieUes.

12 Vic.

not bo repuffnant to tlie oxpress i)rovision8 of thiH Act, a^d to the gen-
eral lawB of thiH Province — and to iinj)oHe and indict such rcii8onable
tines, penalties, and forfeitures upon the several nienil)ei*8 of any sncli
Society who sliall offenc .igainst any sucli Rules, as the ineniberB may
think tit, to be respectively paid to such uses for the benefit of sucn
Society, as such Society by such Rules shall direct; and also, from time
to time, to alter and amend sr.ch Rules as occasion may re<juire, or an-
nul or repeal the same, imd to make n(!W Rules in lieu thereof, under
such restrictions as are in this Act contained: Provided, That no
member shall receive, or be entitled to receive from the funds of such
Society any interest or dividend, by way of annual or other periodical
Drotit, upon any shares in such Society, until the anxjunt or value of
lis or her share shall have been realized, except on the withdrawal of
such member according to the llules of such Society then in force.

II. And be it enacted, That it shall and may be lawful to and for
any such Society to have and re(a!ive from any member or members
thereof any sum or sums of money by way of bonus or any share or
Shares for the i)rivilcge of rccciv'ng the same in advance, prior to the
same being realized, and also any interest for the share or shares so
received on any part thcrco', without 'neing subiect or liable on account
thereof to any of the foifcitu res or penalties imposed by any Act or
Acts of Assembly relating to Usury.

III. And be it enacted, That it shall and may be lawful to and for
any such Society, in and by the Rules thereof, to describe the form or
forms of C(mveyanee, Mortgage, Transfer, Agreement, Pond, or other
instnnnent which may be necessary for carrying the jjurposes of the
said Society into ex< rution, and which shall be s])eclfied and set forth
a Schedule to be annexed to the Rules of sin ii Society and duly certified
and deposited as hereinafter provided.

IV. And be it enacted. That Two Transcripts, fairly written on
Paper or Parchment, of all Rules made in pursuance of this Act, signed
by Three Members, and countersigned by the Secretary of any such
Society (accompanied, in the case of an alteration or amendment of
Itulos, with an affidavit of the Secretary, or one of the officers of said
Society, that the provisions of this Act have been duly complied with),
shall be submitted to the Governor, Lieutenant-Governor, or Commander
in Chief for the time being, and the Executive Council; and one of
svich Transcripts, when approved by the Governor, Lieutenant-Gover-
nor, or Connnander in Chief, and Executive Council, with a Certificate
of Approval, signed by the Provincial Secretary, shall be returned to
the Society, and the other of such Transcripts shall be transmitted by
the Society to the Clerk of the Peace for the County wherein such
Society shall be formed, and shall be filed by sucli Clerk of the Peace
with the Rolls of the Sessions of the Peace in his custody, without fee
or reward ; and that all Rules, Alterations and Amendments thereof,
from the time when the same shall be certified by the Governor, Lieu-
tenant-Governor, or (Joiiniiander in VAnai for the time being, shall be
binding on the several Mend)ers and Officers of the said Society, and
all persons having interest therein,

1849

Benefit Buildmij Societies.

Cap. 42. 219

V. And be it enacted, That the TlnleH for the luana^oment of
every such Society whall he entered and recorded in a hook to he kept
hy the Secretary for that purpose, which hook Hhall he open at all sea-
sonahle times for the in8j)ection of the ]VIend)erH of Buch Society, Imt
nevertheless nothing contained herein whall extend to prevent any alter-
ation in, or amendment of, any such rules in the whole or in part, or
make any new Rules for the management of sm^h Society, in sucli
manner as by the Rules of the said Society shall from time to time be
provided — which Alterations and Amendments siiall nevertheless first
receive the approval of the Governor and Council, and he recorded as
aforesaid.

VI. And he it enacted. That all Tiules from time to time made
and in force for the management of such Society as aforesaid, and duly
entered on such hook as aforesaid, and aj)pr()ved by the (rovernor,
Lieutenant-Governor, or (Jonnnander in Chief for the time V)einii; as
aforesaid, shall he binding on the members and officers of such Society,
and the several contributors thereto, and their representatives, all of
whom shall be deemed and taken to have full notice thereof by such
entry and contribution as aforesaid, and the entry of such Rules in such
book as aforesjiid, or the Transcrij)t thereof, deposited with such Clerk
of the l^eace as aforesaid, or u true copy of KU(;h Transcript examined
with the original and proved to be a true copy, shall be received aw
evidence of such Rules respectively in all cases, and no Certiorari or
other legal ])rocess shall be brought or allowed to remove any such
Rules into any Court of .ludicature of this Province, and every copy of
any such Transcript deposited with any Clerk of the Peace as aforesaid,
shall be made witliout any fee or reward exce])t the actual expense of
making such copy.

VII. And be it enacted, that no rule approved by the Governor,
Lieutenant-Governsr, or Commander-in-Chief for the time being, in
manner aforesaid shall be altered, rescinded or repealed, unless at a

general meeting of tlie members of such society fvs aforesaid convened
y public notice, written or printed, signed by the Secretary or Presi-
dent of such society, in pursuance of a re({uisition for that purpose by
seven or more of that society which requisition and notice shall be pub-
licly read at the two usual meetings of such society to be held next
before such general meeting, for the pur[)ose of such alteration or
repeal, unless a committee of such members shall h ,ve been nominated
for that purpose at a general meeting of the members of such society,
conveiied in manner aforesaid, in wliitih case such committee shall have
the like power to make such alterations or repeal, and unless such
alterations or repeal shall be made with the concurrence and approba-
tion of three-fourths of the members of such society then and there
present, or by the like proportion of such committee as aforesaid, if any
shall have l)een nominated for that purpose.

VIII. And he it enacted, that the rules of any society formed
under the authority of this Act shall 8])ecify the place or places at
which it is intended such society shall hold its meetings, and contain
provisions with respect to tlie powers and duties of the members at

Ill

220 Cap. 42.

Benejit Buildmg Societies.

12 Vic.

large, and of such committee or officers as may be appointed for the
management of the affairs of such society. Provided always, that it
shall and may be lawful for any such society to alter their place or
places of meeting whenever they may consider it necessary, upon giving
notice thereof in writing to the Clerk of the Peace for the County
within which such society shall be held — the said notice to be given
within seven days before or after such removal, and signed Secretary
or other principal officer and also by three or more of the members of
said society, and provided that the place or places at which such
society intend to hold their meetings shall be situate withiu the County
in which the Rules of the said Society are enrolled.

IX. And be it enacted, that every such society shall and may from
time to time at any of their usual meetings, or by their committee, if
any such shall be appointed for that society, elect and appoint such
person into the office of Trustee, President, Secretary, Surveyor or
Treasurer of such society as they shall think proper and also shall and
may, from time to time, elect and appoint such other officers as shall
be deemed necessary to carry into execution the purposes of such
Society, for such space of time and for such purposes as shall be fixed
and established by the Rules of such Society, and from time to time
elect and appoint others in the room of those who shall vacate or die ;
and such Trustees, Treasurer, and all and every other officer or other
person whatever, who shall be appointed to any office in any wise
touching or concerning the receipt, management or expenditure of any
sum of money collected for the purpose of any such society, before he,
she or they shall be admitted to take upon him, her or them, the
execution of any such office or trust, if required so to do by the Rule
of Buch Society to whicli such officer shall belong, shall become bound
in a Bond accoi-ding to the form prescribed in tne By-laws, with two
sufficient sureties for the just and faithful execution of such office or
trust, and for rendering a just and true account, according to the Rules
of such Society, and in all matters lawful to pay obedience to the same,
in such penal sum of money as by the major part of such Society at
any such meeting as aforesaid shall be thought expedient and to the
satisfaction of such Society, and that every such Bond to be given by
or on behalf of such Trustee or Treasurer, or of any other person ap-
pointed to any other office or trust shall be given to the Clerk of the
Peace of the County where such Society shall be established for the
time being, without fee or reward ; and in case of forfeiture it shall
be lawful to sue upon such Bond in the name of the Clerk of the
Peace for the time being, for the use of the said Society, fully indem-
nifying and saving himself, such Clerk of the Peace, from all costs and
charges in respect of any such suit.

X. And be it enacted, That every such Society shall and may
from time to time, elect and appoint any number of the members of
such Society to be a Committee, the number thereof to be declared bv
the rules of every such Society, and shall and may delegate to such
Committee all or any of the powers given by this Act to be executed,
who being so delegated shall continue to act as such Committee for
and during such time as they shall be appointed for such Society for

1849.

Benefit BuUding Societies.

Cap. 42. 221

general purposes ; the powers of such Committee beinff first declared
m and by the Rules of such Society, confirmed and filed as aforesaid ;
and all acts and orders of such Committee under the powers so delegated
to them, shall have the like force and effect as the acts and orders of
such Society at any General Meeting thereof could or might have had
in pursuance of tliis Act: Provided always, That the transactions of
sucn Committee shall be entered in a Book belonging to such Society,
and shall be from time to time, and at all times subject and liable to
the review, allowance, or disallowance and control of such Society, in
such manner and form as such Society shall by their General Rules,
confirmed and filed as aforesaid, have directed and appointed, or shall
in like manner direct and appoint.

XI. And be it enacted, That every person who shall have or
receive any part of the monies, effects or fimds of, or belonging to any
such Society, or shall in any manner have been or shall be entnisted
with the disposal, management or custody thereof, or of any securities,
books, papers or property relating to the same, his or her executors,
administrators and assigns respectively shall, upon demand made or
notice in writing given, or left at the last or usual place of residence of
such person, in pursuance of any order of any such Society or Com-
mittee to be appointed as aforesaid, give in his or her account at the
usual meeting of such Society, to be examined and allowed or disallowed
by such Society, and shall on the like demand and notice pay over all
the monies remaining in his or her hands, and assign and transfer or
deliver all Securities and Effects, Books, Papers and Property taken or
standing in his or her name as aforesaid, and being in his or her hands
or custody, to the Tnistees or Treasurer for the time being, or to such
other person as such Society shall appoint, and in case of any neglect
or refusal to deliver such account, or to pay over such monies, or to
assign, transfer or deliver such Securities and Effects, Books or Papers
and Property in manner aforesaid, it shall and may be lawful to and
for every such Society in the name of the Trustee or Treasurer, or
other principal oflBcer thereof, as the case may be, to exhibit a Petition
to the Supreme Court of this Province, or to a Judge thereof, in
vacation, who shall and may jjroceed thereon in a summary way, and
make such Order therein upon hearing all parties concerned, as to such
Court in their discretion shall seem just, wiiich Order shall be final and
conclusive, and all assignments, sales and transfers made in pursuance
of such order shall be good and effectual in law, to all intents and pur-
poses whatsoever.

XII. And be it enacted. That when and so often as any person
seized or possessed of any Lands, Tenements or Hereditaments, or other
Property, or any Estate or Interest therein as a Trustee of any such
Society, shall be out of the jurisdiction of, or not amenable to, the

Erocess of the Supreme Court of this Province, or shall be Idiot,
lUnatic, or of unsound mind, or it shall bo unknown or uncertain
whether he or she be living or dead, or such person shall refuse to
convey, or otherwise assure such Lands or Tenements, Hereditaments
or Property, or Estate or Interest, to the person duly nominated as
Trustee of such Society in their stead, either alone, or together with

222 Cap. 42.

Benefit Building Societies.

12 Vic.

i fB

■ff^1!|i

™

any continuing Trustee, as occasion shall require, then, and in every or
any such case, it shall be lawful for the said Court, or one of the
Judges thereof in vacation, to appoint such person as to such Court
or Judge shall seem meet, on benalf and in the name of the person
seized or possessed as aforesaid, to convey, surrender, release, assign,
or otherwise assure the said Lands, Tenements, Hereditaments or
Property, or Estate, or Interest, to such Trustee so duly nominated as
aforesaid ; and every such Conveyance, Release, Surrender, Assign-
ment or Assurance, shall be as valid and effectual to all intents and
purposes as if the person being out of the jurisdiction or not amenable
to tne process of tne said Court, or not known to be alive, or having
refusea, or as if the person being Idiot, Lunatic, or of unsound mind,
had been at the time of the execution of sane mind, memory and
understanding, and had by himself or herself executed the same.

XIII. And be it enacted, that all real and heritable property,
monies, goods, chattels and effects whatever, and all titles, securities for
money, or other obligatory instruments and evidences or muniments,
and all other effect,8 whatever, and all rights or claims belonging to or
had by such society, shall be vested in tlie Trustees or Treasurer of
such society for the time being, for the use and benefit of such society
and the representative members thereof, their respective executors or
Administrators, according to their respective claims and interests ; and
after the death or removal of any Trustee or Treasurer, shall vest in
the succeeding Trustee or Treasurer for the same Estate or Interest, a&
the former Trustee or Treasurer had therein, and subject to the same
Trusts, without any Assignment or Conveyance whatever, and also for
all purposes of Action or Suit, aa well Criminal as Civil, in Law or in
Equity, or in anywise touching or concerning the same, be deemed and
taken to be, and shall in every such proceeding (^where necessary) be
stated to be the property of the person appointed to the office of
Trustee or Treasurer of such Society for the time being, in his or her
proper name, without further description ; and such person shall, and
ne or she is hereby respectively authorized to bring or defend, or
cause to be brought or defended, anj Action, Suit or Prosecution,
Criminal as well as Civil, in Law or in Equity, touching or concerning
the Property, right or claim aforesaid, of or belonging to, or had by
such Society — provided that such person shall have been thereunto
duly authorizea by the consent of the majority of members present at
any meeting of the Society or Committee, and such person so
appointed shall and may in all cases concerning the Property, right or
claim aforesaid of such Society, sue and be sued, plead and be implead,
ed, in his or her proper name, as Trustee or Treasurer of such Society,
without other description ; and no Suit, Action or Prosecution, shall
be discontinued or abate by the death of such person, or his or her
removal from the office of Trustee or Treasurer but the same shall and
may be proceeded in by the succeeding Trustee or Treasurer, in the
proper name of the person commencing the same, any Law, usage or
custom to the contrary notwithstanding ; and each succeeding Trustee
or Treasurer shall pay or receive like costs as if the action or Suit had
l?een commenced in his or her name, for the benefit of, or to be reim-
bursed from the Funds of the said Society.

^mw

1849.

Benefit Bvildimg Societies.

Cap. 42. 223

XIV. And be it enacted, That the Trustee or Treasurer, or any
officer of any Society estabhshed under the autliority of this Act, shall
not be liable to make good any deficiency which may arise in the Funds
of such Society, unless such persons shall have respectively declared by
writing under their hands deposited and registered in like manner,
with the Rules of this Society that they are wilHr.^ so to be answerable;
and it shall be lawful for eacli of such persons, or for such persons
collectively, to limit his or her responsibility to such sum as snail be
specified in any such instrument or writing; Provided always. That
the said Trustee and Trustees or Treasurer, and every the officer of
any such Society shall be, and they are hereby declared to be per-
sonally respor.sible and liable for all monies actually received by him,
her or them on account of, or to, or for the use of the said society.

XV. And be it enacted. That whenever the Trustees of any
Society established under this Act at any time after the decease of
any member, have paid and divided any sum of money to or amongst
any person or persons, who shall at the time of such payment appear
to such Trustees to be entitled to the eflFects of any deceased intestate
member — the payment of any such sum or sums of money, shall be
valid and effectual with respect to any demand of any other person or
persons, as next of kin of such deceased intestate member against the
funds of such Society, or against the Trustees thereof, but nevertheless
such next of kin or representative shall have remedy for such money
80 paid as aforesaid, against the person or persons who sliall have re-
ceived the same.

XVI. And be it enacted. That in case any member of any Society
shall die, who shall be entitled to any sum not exceeding Twenty
Pounds, it shall be lawful for the Trustees or Treasurer of
such Society, and they are hereby auhorized and permittted,
if such Trustees or Treasurer shall be satisfied that no
Will was made and left by such deceased member, and
tliat no Letters of Administration will be taken out of the funds
goods and chattels of such depositor, to pay the same at any time,
after the decease of such member, according to the Rules and Regula-
tions of said Society, and in the event of there being no Rules and
Regulations made in that behalf, then the said Trustees or Treasurer
are hereby authorized and permitted to pay and divide the same to and
amongst the person or persons entitled to the effects of the deceased
intestate, and that without administration.

XVII. An be it enacted, that for the more effectually preventing
fraud and impostion on the funds of such Societies, if any officer,
member, or any othi^r person, being or representing himself or herself
to be a membei* of such Society, or the nominee, executor, adminis-
trator or Assignee of any member of such Society, or any other
person whateve. shall, in or by any false representation or imposition,
fraudulently obtain possesion of the monies of such Society, or any
part thereof, or having in his or her possession any ,sum of money
belonging to said Society shall fraudulently withhold the same, and for
which offence no especial provision has been made in the Rules of such

224 Cap. 42.

Benefit Buildmg Societies.

12 Vic

Society, it shall be lawful for any one Justice of the Peace residing
within the county within which such Society shall be held, upon com-
plaint made upon oath by an officer of such Society, to summon such
person against whom such complaint shall be made, to appear at a time
and place to be named in such summons, and upon his or her appear-
ance, or in default thereof, upon due proof upon oath of the service of
such summons, it shall and may be lawful for any two Justices residing
within the county aforesaid, to hear and determine the said complaint
accordino; to tlie rules of said Society, confirmed as directed by this
Act : and uj)on due proof of such fraud, the said justices shall . commit
the said party and award double the amoUut of money so fraudulently
o1)tained or witheld, to be paid to the Treasurer, to be applied by him
to the purposes of the Society so proved to have been imposed upon
and defrauded, together with such costs as shall be awarded by the
said justices, not exceeding the sum of Ten Shillings ; and in case such
pereon against whom such complaint shall be made shall not pay the
sum of money so awarded to the pereon, and at the time specified in
the said order, such justices are hereby required, by Warrant under
their Hands and Seals, to cause the same to be levied by Distress and
Sale of Goods of such person on whom such order shall have been
made, or by other legal proceeding, together with such costs as shall
be awarded by tlie said justices, not exceeding the sum of Ten
Shillings, and also the costs and charges attending such distress and
sale, or other legal proceeding, retummg the overplus (if any) to the
owner; and on deiault of such distresss being found, the said justices
of the Peace shall commit such person so proved to have offended to
the County Gaol for such a period not exceeding Three Calender
Months, as to them shall seem fit ; Provided nevertheless, that nothing
herein contained shall prevent the said Society from proceeding by
Indictment or Complaint against the party complained of : And pro-
vided also, that no party shall be proceeded against by Indictment or
Complaint if a previous conviction has been obtained for the same
offence under the pro\asion8 of this Act.

XYIII. And be it enacted, that provisions shall be made by one
or more of the Rules of every such Society to be confirmed as required
by this Act, specifying whether a reference of every matter in dis-
pute between any such Society, or any person acting under them, and
any individual member thereof, or persons claiming on account of any
member, shall be made to such of Her Majesty's Justices of the Peace
as may act in and for the coxinty in which sucn Society may be formed
or to Arbitrators to be appointed in manner hereafter directed, and if
the matter so in dispute shall be referred to arbitration, certain
Arbitrators shall be named and elected at the first meeting of such
Society, or committee thereof that shall be held after the enrolment
of its Kules, none of the said arbitrators being beneficially interested,
directly or indirectly, in the funds of the said Society of whom a
certain number, not less than three shall be chosen by ballot in each
such case of dispute — the nuinl)er of the said arbitrators and mode of
ballot being detennined by the Rules of each society respectively, tl 3
names of such arbitrators shall be duly entered in the book of the

1849.

Benefit Building Societies.

Cap. 42. 225

one
uired
n dis-

and
f any
Peace
jrmed
md if
ertain

sucli
ilment
•ested,
om a

eacli
>de of
y tl 3
3f the

said Society in whi(!h tlic Kules are entered as aforesaid; and in case
of the death or refusal, or neglect of any or all of the said arbitral
tors to act, it shall and mny be lawful to and for the said Society
or committee thereof, and they are hereby recpiired at their next
meeting to name and elect one or more arbitrator or arbitrators afore-
said; to act in the place of the said arbitrator or arbitrators so dying,
or refusing c>r neglecting to act as aforesaid ; and wliatever Award
shall be made by the said arbitrators or the major part of them, ac-
cording to tlie true purport and meaning of the Rules of such society,
confirmed by the Justices according to the directions of this Act,
shall 1)0 in the form prescribed by the By-Laws, and shall be bind-
ing and cou.'lusive on all parties, and shall be final to all intents and
])urposes, without appeal, or being subject to the control of
one or m{»re Justices of the Peace, and ohall not be removed
or i-emoveable into any Court of Law, or restrained or restrainable by
the injuction of any Court of E(]uity; and should either of the said
]iarties in dispute refuse or neglect to comply with, or conform to, tlie
decision o^' the said arbitrators, or the major part of them, it shall and
may be lavvful for any one Justice of the Peace residing within the
county within wliich such society shall be held, upon good .and sufficient
proof being adduced before him of such award ha^'ingbeen made, and of
the refusal of the party to comply therewith, upon complaint made by
or on behalf of the party aggrieved, to summon the person against
whom svich com]ilaint shall be made, to appear at a time and place to
be named in such summons and uj)on liis or her appearance, or in de-
faidt thereof, upon due proof upon oath, or the service of such sum-
mons, finy two Justices of the Peace may proceed to make such order
thereuf »on as to them may seem just ; and if the sum of money so
awarded, together with a sum for costs, not exceeding the sum of ten
shillings, as to sucli Justices shall seem meet, shall not be immediately
])aid, then such Justices shall by warrant under their hands and seals
cause such sum and costs as aforesaid to be levied by distress or dis-
tresses and sale of the monies, goods, chattels, securities and effects
belonging to the said party or to the said Society, or other legal pro-
ceeding, together with all further costs and charges attending such dis-
tress and sale, or other legal proceedings returning the overplus (if any) to
the .said party or to the said Society, or to one of the Trustees or Treasurer
thereof ; and in default of such distress being found, or sucli legal pro-
ceeding being ineffectual, then to be levied by distress and sale of the
proper goods of the said party, or of the said Society so neglecting or
refusing as aforesaid, by other legal proceedings together with such
further costs and charges as aforesaid, the overplus (if any) to the
ov.nier : Provided always, that when the rules of any Society provide
fca* a reference to arbitrators of any matter in dispute, and it shall ap-
j)oar to any Justice of the Peace on the complaint on oath of a member
(f any such Society, or of any person claiming on account of such
niember that application has i)een made to such Society, or to the
Trustee or Treasurer, or other officer thereof , for the purpose of having
any dispute so settled by arbitration, and that such ai)plication has not
within forty days, been complied with, or that the arbitrators have ne-
glected or refused to make any award, it shall and may be lawful for

226 Cap. 42.

Benefit Building Societies.

12 Vic.

1 ^I^Hfl

■

^mmMMB

^^^^Mll

' i^^^^B

til

Bucli Justice to summon tlie Tnistccs, Treasurer or other officer of tlie
Society, or any of tlieni against whom the complaint is made, and for
any two Justices to liear and determine the matter in dispute, in the
same manner sis if the rules of the said Society had directed that any
matter in dispute should be decided by Justice of the Peace anything
heroin contained to the contrary thereof notwithstanding.

XIX. And be it enacted that if, by the rules of any such Society, it
is directed that any matter in dispute as aforesjud, shall be decided by
Justices of the Peace it shall and may be lawful for any such Justice
on complaint being made to him of any refusal or neglect to comply
with the rules of such Society, by any member or officer thereof, to
summon the person against whom such complaint sliall be made, to ap-
pear at a place and time to be named in such Summons, and, upon his
or her appearance, or, in default thereof, npon due proof on oath of the
sei'vice of such Summons it shall and may be lawiul for any two Jus-
tices to proceed to hear and determine the said complaint according to
the rules of the said Society ; and in Ciisethe said Justices shall adjudge
any sum of money to be i)aid by such pereon against whom such complaint
shall be made ; and if such person siiall not pay such sum of money to
the person, and at the time speeilied by such Justices, they shall proceed
to enforce their award in the mannei' hereinbefore directed to oe used

ith the decision of the arbitrators
Act.

in case of any neglect to comply wit]
appointed under the authority of this

XX. And be it enacted, That a minor may become a member of
any such Society and shall be empowered to execute all instruments,

f^ive all necessary acquittances, and enjoy all the privileges and be
iable to all the responsibilities appertaining to members of matured
age, notwithstanding his or her incapacity or disability in law to act
for himself or herself : Provided always, that such minor be admitted
into such Society, by and with the consent of his or her parents,
masters or guardians.

XXI. And be it enacted, Tliat the rules of every Society shall
provide that the Trustees, Treasurer or other principal officer thereof,
shall once in every year at least, prepare or cause to be prepared a
general statement of the funds and effects of or belonging to such
Society, specifying in whose custody or possesion the said funds or
effects shall be then remaining together with an account of all and
every the various sums of money received and expended by or on
account of the said Society since the publication of the proceeding
periodical statement, aud every such periodical statement sh.all be
attested by two or more members of sucli Society appointed Auditor
for that purpose, and shall be countersigned by the Secretary of such
Society ; and every member shall be entitled to receive from the said
Society a copy of such periodical statement on payment of such sum
as the rules of such Society may i-equire not exceeding the sum of six-
pence.

XXII. And be it enacted, That on the trial of any action, indict-
ment, or other proceeding respecting the property of any Society
enrolled under the authority of this Act, or in proceedings before any

1849.

Benefit Building Societies.

Cap. 42. 227

Justice of th(3 Peace, any memhors of such Society sliall he a competent
witness and shall not he ohjected to on acconnt of any interests he may
have as snch member, in the result of such action, indictment or other
proceeding.

XXIII. And l)c it enacted, Tliat it shall be lawful for the Trus-
tees named in any mortgage made on behalf of such Societies or the
survivor or survivors of thetn or for the Trustees for the time being
to endorse upon any mortgage or further charge given by any member
of such Society to the Trustees thereof for moneys advanced by such
Society to any member thereof a receipt for all moneys intended to be
secured by such mortgage or further charge which shall be sufficient
to vacate the same, and vest the cj^tate of and in the property com-
prised in such security in the peiison or persons for the time being
entitled to the equity of redemption without it being necessary for the
Trustees ol any such Socieries togivoany reconveyanceof the property
so mortgaged ; which receipt shall be specified in a schedule to be
annexed to the rules of such Society, duly certified and deposited as
aforesaid. • *

XXIV. Provided alwoy? and be it enacted. That notliing licrein
contained shall authorize any Building Society established under this
Act, to invest its funds or any part thereof in any Savings Bank.

XXV. And it be enacted. That all Building Societies hereafter to
be establislied shall be entitled to the protection and benefit of this
Act ; but no such Society shall be entitled thereto until tiieir rules
shall have been certified and deposited in the manner hereinbefore
directed by this Act.

XXVI. And bo it enacted, That wherever in tliis Act in des-
cribing or referring to any person, the word importing the singular
number or the masculine gender only is used the same shall be
understood to include and shall be applied to several persons or parties
as well as one person or party, and females as well as males, unless
there be something in the subject or context repugnant to such con-
struction.

XXVII. And be it enacted, That this Act may be altered amended
or repealed, at the present or any future session of Assembly.

228 Cap. 76. Piotou Pennanent Building tS: Loan Sody.

CHAP. LXX V. .

42 Vic.

An Act to iacorporate " The Pictou Permanent Building and

Loan Society."

Saetlon.

1. Iiicur{X)ration.

2. Capital stock.

3. Payment of shares.

4. Corporators.

5. First meeting.
o. Management.

Section.

7. First charge.

8. "

9.
10.
II.

12.

Society s [Kiwers, etc.

Non-jiaynient of shares.

May hold real estate.

Liability of Shareholders to Ix filed.

Copy of by-laws, etc.

[Passed the Wh day 0/ April A. D. 1870.J

E IT ENACTED bj the Governor, Council, and Asseiubly, a.s
follows : —

1. Joseph A. Gordon, Alexander J. Patterson, Charles T. Irviii<j,
Robert P. Frazer, David Logan, Ki)l)ert Iloekin, Alexander (-. Bailie,
William W. Glennie, Alexander C. McDonald, William W. McLaren,
Charles D. McDonald, and such other j)er6ons as may become shari'-
holdei-s in the Society hereby created, their successors and assigns are
liereby constituted and declared to be a body corporate and politic.
under the name of " The Pictou Permanent Building and Loan S(»-
ciety," for the purposes of encouraging the accumulation of capital liy
furnishing a safe and remunerative investment to its shareholders,
assisting in the acquisition and improvement of real estate in the Pro-
vince of Nova, Scotia by supplying capital on easy terms of re-paymeiit
upon the security thereof, and making advances upon and purchasing
Dominion, Provincial and Municipal securities and del)enture8, havi?)^
the head oflBce of the said Society in the town of Pictou, in the Pro-
vince of Nova Scotia, and shall have perpetual succession and a cor-
porate seal with power to alter and change the same at pleasure, and
may by such name, sue and be sued, implead and be impleaded, in all
Courts ot law and equity.

2. The capital stock of the said Society, shall be two hundred
thousand dollars, divided into two thousand shares of one hundred
dollars each, which shall be and hereby are vested in the several per-
sons who shall subscribe for the same ; provided always, that it sliall
and may be lawful for the said Society to increase its capital stock t(j a
sum not exceeding five hundred thousand dollars as a majority of
the shareholders at a special general meeting expressly convened for
that purpose, on the recommendation of the Directore may ordei
and determine.

3. Tht shares in said capital stock shall be payable as follows :—
A deposit of two dollars on each share to be made when the same shall
be subscribed, and the balance to be paid in monthly instalments of
one dollar each, the firet of said monthly instalments to become due
and payable at such time as the Directors to be elected, as hereafter
provided, shall order. No call exceeding one dollar per month on
each share shall be made. In case any member shall desire to pay the

1879.

Pictoit Permanent Bxdlding <& Loan Soc'y. Cap. 75. 229

wliolo amount of his share or shares at any one time, or to pay into the
funds of the Society from time to time any amount exceedmg the sum
(hu! on his share or sliares, it shall he lawful for the said Directors, in
tlieir discretion, to allow interest for the halance ahove the amount so
clue for each clear month, at any rate not exceeding six per cent.

4* For the purpose of organizing the said Society, the following
persons named in the tirst section of this Act, shall be provisional
Directors thereof, viz: — Joseph A. Gordon, Alexander J. Patterson,
Charles F. Irving, Kobert C. Fraser, W. (Tlennie, Robert Ilockin, and
Charles D. MacDonald, and five of whom sliall constitute a quorum.

5. So soon as the sum of lifty thousand dollars shall have been
subscribed; it shall bo lawful for the said j)rovisional Directors to call
a general meeting of the Society in tlie town of Pictou, written notice
thereof having been mailed to each member at least ten days previous
to the time of said meeting. At this meeting the shareholders present,
either in person or by proxy, shall proceed to elect seven Directors, a
Manager, who shall discharge the duties of Secretary and Treasurer,
and a Solicitor, who shall strictly hold office for such length of time
and on such terms as may be fixed l)y the rules and by-laws. The said
Directors shall elect from their own number a President and Vice-
President. The shareholders shall also at said meeting make and pass
rules and by-laws ^or the regulation of the Society and its business, or
may by resolution empower the Directors to do so. These rules and
by laws, when so made, shall have the force of law, and shall be bind-
ing upon all who at that time arc or may subsequently become share-
holders. All officers of the Society shall be residents of the town of
Pictou. No shareholder shall be eligible to be a Director unless he
hold at least twenty shares in the capital stock of the Society in his own
name and for his own use. The Manager and Solicitor must each hold
at least ten shares in said capital stocK. The Director shall hold the
office of Manager and Solicitor.

C The stock, property, affairs and concerns of the said Society,
shall be managed by the said Directors, subject to the rules and by-
laws, passed as in the foregoing section provided.

T. The expenses of and in connection with obtaining this Act
shall form a first charge upon the funds of the Society.

H» The said Society is hereby empowered to loan and advance its
funds to any person or pei-sons, or body corporate, upon the security of
real estate within the Province of Nova Scotia, Dominion, Provincial
and Municipal securities and debentures, or of shares ii the Society
itself and on no other security, and to take and receive such rates of in-
terest, and such payments by way of bonus, or in reduction of the
principal or such instalments, paying off principal and interest together
as may be agreed upon.

3>. In case any member shall fail to pay any instalments due on his
share or shares, and the fine for non-payment thereof, when due, within
one month after the same shall be due the Directors may in their dis-
cretion either collect the sum so due by legal process in any Court of

'iiHll

230 Cap. 75. Pictou Permanent Building db Loan Soo'i/. 42 Vic.

competent jurisdiction, or may tleclaro the said Hluiro or ftliaros forfeited
and after ten dayfl' notice in writing, inailtid to the said member may
proceed to sell tlio same at public auction, and after payment from the
proceeds of the amoimt so due, the Society shall pay the balance, if
any to the said member.

10. The Society may purcliaKo and hold absolutely real estate to
the value of ten thousand dollars ($lO,00()),und in case it should be ne-
cessary for the ])rotection of any investment, may also purchase at
Bhorifi's sale, under foreclose or from the mortgagor, any real estate
mortgaged to the Society as security for any loan.

11. The liability of each sharelHtlder for the debts of the Society,
shall be limited to tJie amount of tlie shares held by him less the
amount paid upon the same.

12. As soon as the said Society shall commence business, a copy
of the by-laws and list of 8tockholuei"s, certified by the President and
Manager, shall be filed in the office of the Provinciiil Secretary, at Hal-
ifax and thereafter once in every year, and wilhin one month after the
regular annual meeting of said Society, there shall be filed in the said
olhce a coj)y, certified as aforesaid, of the by-lawH and list of stock-
holders, with all ad'litions, alterations and amendments made during
the past year, together with a statement of the tinaucial condition of
the Society for said past year. , ,

.1 ■' I

• '1 ■ I
) 1 • I ■'

CHAP. L X X V I

Au Act to Incorporate the Yarmouth Building and Loan

Society.

Section.

Preamble.

1. Incorpom"

2. Rules —

. of, etc.

3, Transi
of buL

j)crty, and management

Section.

4. Society's powers to loan, etc.

5. May hold real estate.

6. Copy of rules to be filed.

[Passed the iOth day of April, A. D. 1880.]

WHEREAS, on or about the first day of May, A. D. 1876, a society
called " The Yarmouth Building and Loan Society," was estab-
lished at Yarmouth, Nova Scotia, with the objects and for the purpose
of the formation of a fund by the payments of its shareholders and
moneys to be received on deposit, and the establishment of a safe and
profitable investment and savings fund for large and small sums of
money, and the making of advances f'-om such fund to members who
apply" therefor and comply with the rules and regulations of said
Society; and whereas, for the more effectual carrying out of the

1880. Yarmouth BuUdi/ng and Loam, Society. Cap. 76. 231

objects and purpose of the said Society, it is desirable tliat tVo flame
should be incorporated, aiid the riileH and rc-|^ulatioii8 tiicreof as now
made bo continued and rendered valid;

Be it therefore enacted by the (iovernor, Council and Assembly,
as follows:

1. All such persons as arc now or may hereafter become sharc-
liolders in tlie said Society a(!c<>nlin^ to the rules and regulations
thereof, shall be and are hereby constituted and declared to bo a body
corijorate and politic, under the name of " The Yarmouth Building
ami Loan Society," for the purposes and witli tlie ol)ject8 as herein-
before, and in the rules and regidations set forth, and shall have per-
petual succession and all the general powers and j)rivilege8 made inci-
dent to a corporation by Act of Assembly or other the Statutes of the
I'rovinces of Nova Scotia.

S2. All things heretofore done under the ndes and regulations of
the Society shall be as legal and valid as if the said rules and regula-
tions had been duly in force. The Society hereby incorporated shall
from time to time have power to make rules, regulations and by-laws ;
provided, however, that the same shall not go into operation until they
receive tho approval and assent of the Ciovernor in Council.

3. All deeds, mortgages, bonds, securities, writings, property,
funds or assets given and made to or for the use of or held by the said
Society as now organized, or which such Society is or may bo inter-
ested in or entitled to, is transferred unto, and shall be deemed to have
been given and made to or for tho use of and shall vest in, the Society
hereby incorporated, in li.ic manner and as fully to all intents and
purposes as if the said Society had been lieretofore incorporated ;^id
the otlicers of said Society now appointed shall remain in otiiae until
others shall 'jo appointed in accordsinco with said rules and regulations;
and the property, affairs and concerns of the Society hereby incor-
porated, shall be managed in the manner and names and by the oflicers,
as provided in and by the said rules and regulations, or in such manner
as may hereinafter bo provided by any new or amended rules and
regulations; and all actions, suits or proceedings at law or in equity
respecting the funds or assets of or any other matter connected with,
the Society liereby incorporated, may be brought, prosecuted, or
defended in the name or ames of the trustees for the time being of
the Society hereby incorporated, Jis provided by th^^ules and regula-
tions, or in such name and names and in such manup" as may herein-
after bo provided in and by any new or amended rules and regulations.

4. The said Society is hereby cm powered, and it shall be lawful
to loan and advance its funds to any of its shareholders, and to make
loans and advances on the unadvanced shares of any shareholder or
member of the Society, and to accept real estate cituated anywhere in
Nova Scotia as security for such loan and advances, and to have, take
and receive such rate of interest not exceeding the legal rate, and such
payments by way of bonus, or such instalments, paying off principal
and interest togetlier, {is may be agreed upon ; and also to impose and
intlict such fines, penalties or forfeiture upon its members or share-

..^mtaiSfX

232 Cap. 76. Va/rmouth BuUdiny and Loa/ii Society.

42 Vic.

holders as is provided in and by tlio rules and regulations of said
Society, or as may hereafter bo i)ruvided in and by any amended or
new rules and regulations thereof.

7i. The said Society may purcliase and hold absolutely real estate
to the value of ten thousand dollars ; and, further, in case it should
become necessary for the protection of any investment, or loan or
advance, may also purchase at sheriff's sale, under foreclosure, or other
sale, or from the mortgagor, any real estate mortgaged to the Society
as security for any loan or advances ; and may sell, mortgage, lease or
otherwise dispose the same as may be deemed expedient tor the objects
of the Society.

O* A copy of the rules and gulations, and a list of the share-
liolders of the Society, certified by the Secretary, shall be iiled in
the olHce of the Registrar of Deeds at Yarmouth, within three
months after the passing of this Act, and thereafter once in every
year, and within one month after the regular annual meeting of the
said Society, there shall be tiled in the said office a copy, certified
as aforesaid, of the list of Shareholders, with all additional alterations
and amendments of the rules and regulations made during the past
year, together with a statement of the tinancia! condition of the Society
for said past year.

g^ CAP. XXXVII.

An Act for the regulation of Benelit Building Societies.

Section.

Preamble.
I. Societies may he formed, Value of
shares, &c., how rai.sed. Object of
association. I'ower to frame and
amend rules, impose fires, &c. No
dividend until share realized, unless on
withdrawal.
II. The rules may preijcribe forms of instru-
ments. ^
III. Two transcripts c^tnlcs and amended
rules, for the Morney (leneral to
advise thereon iufd ^ive certificate.
I lis fee. How transcripts disposed of;
to be confirmed by Supreme Court and
filed. Certified rules to bind Society.
IV. On refusing to certify, rules maybe sub-
mitted by society to Sujireme Court.
V. Attorney General's further fees.
VI Kules r^'Lit be entered in book to be
kept by Secretary and open to mem-
l)ers' inspection ; nothing to prevent
amendments ; but not to be in force,
until, cS:c.
VII. And so entered and confirmed by
Supreme Court, to be binding. Wnat

Section.

copies, lite, to be evidence. No legal

process to remove rules into any

Court.
VIII. Confirmed rules to be altered only by

special general meeting, or specially

appointed committee.

IX. Kules to specify places to hold Society's

meeting ; how such jilaces to be al-
tered

X. Society may ap]ioint its oft'icers ; fill va-

canies, etc. ; those officers receiving or
ex|iending its moneys, to give l)ond
with two sureties under penalty ; to
whom as obligee ; provision in case of
forfeiture.

XI. .Society may ajipoivit commiltec and dele-

gate powers ; powers delegated to be
declared in rules ; committee's trans<ic-
lions to be subject to review.
XII Persons receiving moneys or securities,
to render account on notice, and pay
over moneys to trustee or treasurer ; on
default, society may petition Su])reiiie
Court which will jiroceed in summary
way and make final order.

18fi6

Benefit Building Societies.

Cap.

<'(.

233

() legal
Uo any

Section.

XIII. Supreme Court may appoint person to
convey society's property in place of
trustee out of jurisdiction, etc. ; Judges
of Supreme Court to appoint persons,
etc.

XIV. No fee to officers of the Court ; Court
to assign counsel,

XV. SocietyV claims in respect of moneys,
etc., ■:< possession of officer, by virtue
of his othce who sha'l die or become
insolvent, etc., to have priority.

XVI. Property to vest in trustee or treasurer,
and on death or removal, in succeeding
one without assignment, and in all pro
ccedings to be slated as th^iir property,
etc. ; succeeding officer's cost.

XVII. Trustee or treasurer not to be liable
for deficiency of funds unless l)y de-
clared consent; may limit responsibility
to a definite sum ; liable for moneys
actually received.

XVIII. Provision for security of trustees on
payment of money to the apparent
representatives of members dying in
testate.

XIX. Member dying entitled to a sum not
exceeding ^20, and trustee or treasurer
satisfied of intestacy, and tha' adniinis
tration will not be taken out, have ^
pay the same.

XX. Officers or members, &c., fraudulently

obtaining society's moneys and no spe
cial provision in the rules, proceedings
before Justices of the Peace ; on con
viction, double the amount to be
awarded and paid to the treasurer ;
proceedings in case of non-payment on
default of distress found, committed to
jail and hard labor.
XXI. Rules to declare whether disputes
shall be referred to Justices or to Arbi-
trators ; how arbitr. tirs to be appoint-
ed ; in case of death, &c. ; form of
award ; which shall be final ; on re-
fusal to perform, reference to Justices,

SoetioD.

Course of proceeding ; Justices will
cause them to be levied by distress ;
how a'-bitration provision to be en-
forced against society.

XXII. If rules direct reference of disputes to
Justices, course of proceedings to be
followed .

XXIII. Minors may become members, with
consent of parents, etc.

XXIV. Society may receive bonus for shares
advanced and interest.

XXV. Rules to provide for yearly general
statements of account ; Members to
have copies.

XXVI. Members admissable as witnesses in
legal proceedings notwithstanding in-
terest.

XXVII. Persons aggrieved by order of Jus-
tices may appeal to Supreme Court ;
course of proceedings ; Act of 19 Vic.
cap 29.

XXVIII. Future Building Societies to have
benefit of Act, on rules being certified,
&c.

XXIX. Memorials of mortgagees (form
.Schedule H) to be executed by mort-
g.agors. Reference to .Schedule (B.)

XXX. May be registered — mortgage deed
l)eing produced to and endorsed by
registrar. Have benefit of Registry
Acts.

XXXI. Society not authorized to invest in
saving's bank.

XXXII. Interpretation clause.

XXXIII. Letters post free within this island.
Provisions. Names to be transmitted
to the general post office. Penalties
for evasions.

XXXIV. Proof of mortgages and memorials ;
duty of registrar thereon ; award.

Schedule (A) ; form of trustee or tre.-isurer's
bond with sureties, for due execution ot
office, duly accounting, &C.

Schedule (I?) ; Form of memorial of mort-
gage.

[Passed May 11, 1866.]

fill va-
ei\ ing or
ive luind
ally ; to

case of

transac-

;r('urities,
and pay

surer ; on
Supreme
summary

WHEREAS certain Societies, coiniiionly called Building Societies,
have been established in different })arts of the United kingdom of
(treat Britain, and in the Provincert of British North America, princi-
l)ally amongst the industrious classes, for the purpose of raising, by
small ptiriodical subscriptions, a fiitid to a.«isist the members thereof in
obtainmg a small freehold or leasehold property ; and it is expedient to
afford encounigement and protection to sut^h societies, and the property
obtained therewith in this Island : Be it therefore enacted, by the
Ijieutenant Govenior, Council and Assembly.

T. That it shall and may be lawful for any number of persons in
this T-land to form themselves into and establish societies for the pur-
pose of raising, by the monthly or other subscriptions of the several

234 Cap. 37.

Benefit Building /Sooieiies.

80 Vic.

meml)er8 of sucli societies, shares not exceeding the value of one hun-
dred and fifty pounds for each share ; sucli subscriptions not to exceed
in the whole twenty shillings per month for each share, or stock or fund,
for the purpose of enabling each member thereof to receive out of the
funds of such society the amount or value of his or her share or shares
therein,to erect or purcliaso one or more dwelling house ordwelling houses
or other real or leasehold estate, to be securea by way of mortgage to
such society until the amount or value of his or her shares shall have been
fully repaid to such sociecy, with the interest thereon, and all fines and
other payments incurred in respect thereof ; and to and for the several
members of such societv, from time to time, to assemble together and to
make, ordain and constitute such wholesome and proper riues and regu-
lations for the government and guidance of the same as to the major part
of the member such society, so assembled together, shall seem meet, so
as such rules shall not be repugant to the express provisions of this Act
and to the general laws of his Island ; and to impose and inflict such
reasonable nncs, penalties and forfeitures upon the several members of
any such society who shall offend against any such rul'^s, as the mem-
bers may think fit, to be respectively paid to such user for the benefit
of such society, as such society, by such rules, shall direct ; and also,
from time to time, to alter and amend such rules as occasion shall re-
quire, or annul or repeal the same, and to make new rules in lieu thereof,
under such restrictions as are in this Act contained ; provided that no
member shall receive, or be entitled to receive, from tne funds of such
society, any interest or dividend, by way of annual, or other periodical
profit, upon any shares in such society until the amount or value of his
or her share shall have been realized, except on the withdrawal of such
member, according to the rules of such society then in force.

II, It shall and may be lawful to and for any such society, in and
by the rules thereof, to describe to form or forms of conveyance, mort
gage, transfer, agreement, bond, or other instrument which may be ne-
cessary for canning the purjwses of the said society into execution, and
which shall be specified and set forth in a shedule to be annexed to the
rules of such society, and duly certified and deposited as hereinafter
provided. i . , ,

III. There shall be made two transcipts, fairly written on paper or
parchment, of all rules made in pursuance of this Act, signed by three
members, and contersigned by tlie Secretary of such society, (accom-
panied, in the case of an alteration or amendment of rules, with an affi-
davit of the Secretary or one of the officers of tlie said society, that the
provisions of this Act have been duly complied with,) with all conve-
nient speed after the same shall be made, altered or amended ; and so,
from time to time, after evoiy making, altcnng or amending thereof,
shall be transmitted to her Majesty's Attorney General of this Island,
for the purpose of ascertaining whether the said rules of such society,
alteration or amendment thereof, are calculated to carry into effect the
intention of the parties framing such rules, alterations or amend-
ments, and are in confonnity to law and to the provisions of tlxis Act ;
and that the said Attorney General shall advise with the Secretary, if
required, and shall give a certificate on each of the said transcripts, that

1860).

Benefit Building Societies.

Cap. 37. 235

the same are in conformity to law and to the proviflions of this Act, or
point out in wliat parts tlie said niles are repugnant thereto ; and that
the Attorney (General, for advising as aforesaid, and perusing the rules
or alterations, or amendments of the rules of each respective society,
and giving such certificates as aforesaid, shall demand no further fee
than the sum of one guinea, which shall be defrayed by each society
respectively ; and one oi such transcripts, when certified by the Attor-
ney General, shall bo returned to the society, and the otlier of such
transcripts shall be transmitted by the Attorney General to the Supreme
Court of Judicature, at Charlottetown, during the term next after the
when such transcript shall have been so (jertified as aforesaid ; and the
Justices of the said Surpi-eme Court are hereby authorized and required,
upon motion of counsel, to allow and confirm the same ; and such tran-
scipt shall be filed by tlie prothonotary of the said Court, with the re-
cords of the said Supreme Court in his custody, without fee or reward ;
and that all rules, alterations and amendments thereof, from the time
wlien the same shall be certified by the Attorney General, shall be bind-
ing on the several members and officers of the said society, and all per-
sons having interest therein.

IV. In case the Attorney C^..eral shall refuse to certify all or any
of the rules, so to be submitted for his persual and examination, it shall
then be lawful for any such society to submit the same to the said Su-
preme Court, together with the reasons assigned I)y the Attorney Gene-
ral in writing, for any such rejection or disapproval of any one or
more such rules ; ana that the said Supreme Court shall and may, if
deemed fit, confirm and allow the same, notwithstanding any such
rejection or disapproval by the Attorney General.

V. The Attorney General shall be entitled to no further fee for or
in respect of any alteration or amendment of any rules upon which one
fee has been already paid to the Attorney General, withm the period
of three years ; provided also, that if any niles, alterations or amend-
ments are sent to the Attorney General, accompanied with an aflSdavit
of being a copy of any rules or alterations or amendments of the rulet,
of any other society which shall liave been already enrolled under the
provisions of this Act, tlie Attorney General shall certify and return
the same, as aforesaid, without being entitled to any fee for such
certificate. •

VI. No such society, as aforesaid, shall have the benefit of this
Act unless all the rules for the management thereof shall be entered in
a book to be kej)t by the Secretary of such society, and which book
shall 1)0 open at all seasonable times for the inspection of the members
of such society; but, nevertheless, nothing contained herein shall extend
to prevent any alteration in or amendment of any such rules, so enter-
ed or transmitted and filed as aforesaid or repealing or anmilling the
same, or any of them, in the whole or in ])art, or making any new rules
for the management of sucli society, in such manner as by the rules of
such society, shall, from to time, be provided ; but such new niles or
such alterations in or amendments of former rules, or any order annull-
ing or repealing any former niles, in whole or in part, shall not be in

; i

i I

236 Cap. 37.

Benefit Building Societies.

30 Tic.

! f

force until the same respectively shall be entered in such book, as afore-
said, and certified, when necessary, by the Attorney General, and until
a trancript thereof shall be transmitted to the Supreme Court, as afore-
said, and the Prothonotary shall file and certify the same as aforesaid.

VII. All rules from time to time made and in force for the man-
agement of such society as aforesaid, and duly entered in such book
and confirmed by the said Supreme Court as aforesaid, shall be binding
on the several members and officers of such society, and the several con-
tributors thereto and representatives, all of whom shall be deemed and
taken to have full notice thereof, by such entry and contribution as
aforesaid ; and the entry of such rules in such book as aforesaid, or the
transcript thereof, transmitted to the said Sui)renie Court, and filed with
the Prothonotary thereof, aforesaid, or a true copy of such transcript
examined with the original, and proved to be a tnie copy, shall be received
as evidence of such rules respectively in all cases ; and no legal process
whatever shall be brought or allowed to remove any such rules into any
Court of law or equity within this Island ; and every copy of any such
transcript, transmitted and filed as afoi-esaid, shall be made without fee
or reward, except the actual expense of making such copy.

VTII. No rule, confirmed by the Supreme Court, as aforesaid,shall
be altered, rescinded or repealed, unless at a general meeting of the
members of such society, as aforesaid, convened by public note, written
or printed, signed by the Secretary or President of such society, in pur-
suance of a requisition for that purjjose by seven or more of the mem-
bess of such society ; which said requisition and notice shall be publicly
read at the two usual meetings of society, to be held next before such
general meeting, for the purpose of such alteration or repeal, imless a
committee of such members shall have been nominated for that purjjose
at a general meeting of the members of such society, convened in man-
ner aforesaid ; in ^v-hich case such committee shall have the like poM'er
to make such alterations or repeal, and unless such alterations or repeal
shall be made with the concurrence and approbation of three-fourths
of the members of such society then and there jiresent, or by the like
proportion of such committee as aforesaid, if any shall have been nomi-
nated for the purpose.

IX. The rales of every Society formed under the authority of this
Act, shall specify the place or plSies at which it is intended such so-
ciety shall hold its meetings, and certain provisions with res| ect to the
powers and duties of the members at large, and of such committees or
officers as may be appointed for the management of the affairs of sucli
society ; provided always, that it shall and may be lawful for any such
society to alter their place or places of meeting whenever they may
consider it necessary, upon giving notice thereof in wi-iting to the Su-
preme Court during the next term before or after such removal, and
signed by the Sec^'-ary or other principal officer, and also by three or
more of the raembv^xS of the said society ; and which said notice shall
be filed in like manner as is herein l)ef ore directed concerning the said
rules, or the alterations or amendments.

X. That every such society shall and may, from time to time, at

1866.

Benefit BuiMi/ng Societies.

Cap. 37. 237

any of their usual meetings, or by their committee, if any such shall be
appointed for that society, elect and appoint such person into the office
of trustee, president, secretary, surveyor or treasurer of such society as
they shall tnink proper, and also shall and may, from time to time,
elect and appoint such other officers as shall be deemed necessary to
carry into execution the purposes of such society for such space of time
and for such purposes as shall be fixed and established by the rules of
such society, and from time to time to elect and appoint others in the
room of tliose who shall vacate or die ; and such trustee, treasurer, and
all and every other officer or other person whatever, who shall be ap-
pointed to any office, in anywise touching or concerning the re< eipt,
management or expenditure of any sum of money collected for tlie
purpose of any such society, before he, she or they shall be admitted to
take upon him, her or them, the execution of any such office or trust,
(if required so to do by the rules of such society to which such officer
shall belong), shall become bound in a boid according to the form pre-
scribed in the schedule to tiiis Act annexed, marked (A,) with two suffi-
cient sureties, for the just and faithful executioji of such office or trust,
and for rendering a just and true account accor- ig to the rules of such
society, and in all matters lawful, to pay obedience to the same in such
penal sum of money as by the inaj- ^ part of such society at any such
meeting, tis aforesaid, shall be thought exp'^dient, and to the satisfaction
of such society ; and that every such bond to be given by or on behalf
of such trustee or tretisurer, or of any other pcT'son apj^ointed to any
other office or trust, shall be given to the keeper of the rolls of the com-
mission of the peace in the country wherein such society shall be estab-
lished for the time being, without fee or reward ; and in case of for-
feiture it shall be lawful to sue upon such bond, in the name of such
keeper of the rolls of such commission of the peace, for such county,
as aforesaid, for the time being, for the use of the said society, fully
indemnifying and saving harmless such keeper of the rolls, as aioresaid
from all costs and charges in respect of such suit.

XI. Every such society shall and may, from to time, elect and
appoint any number of the members of such society to be a committee,
the number thereof to be declared in the rules of every such society ;
and shall and may delegate to such committee all or any of the powers
given by this Act to be executed, who, being so delegated, shall con-
tinue to act as such committee for and during such time as they shall
be appointed, for such society for general purposes, the powers of such
committee being iirst declared in and by the rules of such society con-
iirmed by the Supreme Court, and tiled in the manner hereinbefore
directed ; and all acts and orders of such conmiittee, under the powers
so delegated to them, shall have the like force and eifect as the acts
and orders of such society, at any general meeting thereof, could or
might have had in pursuance of this Act : Provided always, that the
transactions of such committee shall be entered in a book belonging to
such society, and shall be, from time to time, and at all times, subject
and liable to the review, allowance or disallowance, or control of such
society, in such manner and form as such society shall, by their general
rules, confirmed by the Supreme Court and tiled as aforesaid, have
directed and appointed, or shall in like manner direct and appoint.

238 Cap. 37.

Benefit Building Sodetiee.

30 Yic.

XII. Every person who Bhall have or receive any part of the
moneys, effects or funds of or belonging to any such society, or shall
in any manner have been or shall be entrusted with the disposal,
management or custody thereof, or of any securities, books, papers or
property relating to the same, his or her executors, administrators and
assigns, respectively, shall, upon demand made, or notice in writing
given or left at the last or usual place of residence of such persons, in
pursuance of any order of such society or committee to be appointed
as aforesaid, give in his or her account at the usual meeting of sach
society, or to such committee thereof, as aforesaid, to be examined, and
allowed or disallowed, by such society or committee thereof ; and shall,
on the like demand or notice, pay over all the moneys remaining in his
or her hands, and assign and transfer, or deliver all securities and effects,
books, papers and property taken or standing in his or her name as
aforesaid, and being in his or her hands or custody, to the trufitce or
treasurer for the time being, or to such other person as such society or
committee thereof shall appoint ; and in case of any neglect or refusal
to deliver such account, or to pay over such moneys, or to assign, trans-
fer or deliver such securities and effects, books, papers and property in
manner aforesaid, it shall and may be lawful to and for every such
society, in the name of the trustee or treasurer or other principal officer
thereof, as the case may be, to exhibit a petitior; to the said Supreme
Court, who shall and may proceed thereon in a summary way, and
make such order therein, upon hearing all parties concernea, as to such
court in their discretion, shall seem just, which order shall be final and
conclusive, and all assignments, sales and transfers made ir, pursuance
of such order, shall be good and effectual in law, to all intents and pur-
poses whatsoever.

XIII. When and so often as any person seized or possessed of any
lands, tenements or hereditaments, or other property, or any estate or
interest therein, as a trustee of any such society, shall be out of the
jurisdiction of or not amenable to the process of any of the Court of
Law and Equity of this Island, or shall be idiot, lunatic, or of unsound
mind, or it shall be unknown or uncertain whether he or she be living
or dead, or such person shall refuse to convey or otherwise assure such
lands, tenements, hereditaments or property, or estate or interest to the
person duly nominated as trustee of such society in their stead, either
alone or together, with any continuing trustee, as occasion shall require,
then, and m every or any such case, it shall be lawfu.l for the Judges
of the said Supreme Court to appoint such person as to such Court
shall seem meet, on behalf and in tlie name of the person seized or
possessed as aforesaid, to convey, surrender, release, assign, or other-
wise assure the said lands, tenements, hereditaments or property, or
estate or interest to such trustee so duly nominated as aforesaid ; and
every such conveyance, release, surrender, assignment or assurance
Bhall be as valid and effectual to all intents and purposes as if the per-
son being out of the jurisdiction, or not amenable to the process of the
said Court, or not tnown to be alive, or having refused, or as if the
person being idiot, lunatic, or of unsound mind, had been, at the time
of the execution thereof, of sane mind, memory and understanding,
and had, by himself or herself executed the same.

1866.

Benefit Building Societies.

Cap. 37. 239

XIV. No fee, reward, emolument or gratuity whatsoever shall be
demanded, taken or received by any officer of such Court, for any
matter or thing done in such Court in pursuance of this Act ; and
that, upon the presenting of any such petition, it shall be lawful for
the Judges of tne said Court to assign counsel learned in the law on
behalf of such society, who are hereby respectively required to do their
duties therein without fee or reward.

XV. If any person who may hereafter be appointed to any oiBco
in any such society, and being instructed with the keeping of the
accounts, or having in his hands or possession, by virtue of his said
office or enployment, any moneys or effects belongmg to such society,
or any deeds or securities relating to the same, shall die, or become
bankrupt or insolvent, or have any execution or attachment, or other
process is'sued against his lands, goods, chattels or effects, or property
or estate, heritable or moveable, or make any disposition, assignment,
or other conveyance thereof, for the benefit of his creditors, his heirs,
executors, administrators, or assigns, or other person having le^al riglit,
or the Sheriff or other officer executing such process, shall within forty
days after detnand made in writing by the order of any such society
or committee thereof, or the major part of them assembled at any
meeting thereof, deliver and pay over all moneys and other things
belonging to such society to such pei-son as such society or committee
shall appoint, and shall pny out of the estate, assets or effects, heritable
or moveable of such persons, all sums of money remaining due which
such person received by virtue of his said office or employment before
any other of his debts are paid or satisfied, or before tlie money direct-
ed to be levied by such process as aforesaid, or which may be recoverep
or recoverable under the same, is paid over to the party issuing such
process ; and all such assets, lands, goods, chattels, property, estates
and effects shall be bound to the payment and discharge thereof
accordingly.

XVI. All real and heritable property, moneys, goods, chattels and
effects, whatever, and all titles, securities for money, or other obligatory
instruments and evidences or muniments, and all other effects whatever,
and all rights and claims belonging to or had by such society, shall bo
vested in the trustees or treasurer of such society for the time being,
for the use and benefit of such society and the respective memberti
thereof, their respective executore or adminisirators, according to thei r
respective claims and interest ; and after the death or removal of any
trustee or treasurer, shall vest in the succeeding trustee or treasurer fcT
the same estate or interest as the former trustee or treasurer had therein,
and subject to the same trusts, without any assignment or conveyam'e
whatever ; and also shall, for all purposes of action or suit, as wtill
criminal as civil, in law or in equity, in anywise touching or concerniig
the same, be deemed and taken to be, and shall in every such proceesd-
ing, (when necessary), be stated to be, the property of the person ip-
pointed to the office of trustee or treasurer of such society for the time
being, in his or her proper name, without further description ; and such
person shall, and he or she is hereby respectively authorized to bring or
defend, or cause to be brought or defended, ar v action, suit or prose-

240 Cap. 37.

Benefit Building Societies.

30 Yic.

cii*ion, criminal as well as civil, in law or in equity, touching or
conceriiing the property, riglit or claim aforesaid, or or belonging to or
had by such society, provided that sucli person shall have been there-
unto duly authorized by the consent of the majority of members
present at any meeting of the society or committee thereof ; and such
person so appointed, shall and may, in all cases concerning the property,
right or claim aforesaid, t)f such society, sue and be sued, plead and be
impleaded, in his or her proper name, as tnistee or treasurer of such
societv, without other description ; and no such suit, action or prosecu-
tion shall bo discontinued or abate by t'le death of such person, or his
or her removal from the office of trustee or treasurer, but the same
shall and may be proceeded in by the succeeding trustee or treasurer
in the proper name of the person commencing the same, any law, usage
or custom to the contrary notwithstanding ; and such succeeding
trustee or treasurer shall pay or receive like costs as if the action or
Buit had been commenced in his or her name for the benefit of, or to be
reimbursed from the funds of such society.

XYII. The trustee or treasurer, or any officer of any society
established under the aiithority of tliis Act, shall not be liable to make
good any deficiency which may arise in the funds of such society, unless
such pei-sons shall have rcs))ectively declared, by writing, under their
hands, transmitted and registered in like manner with the rules of such
society, that they are willing so to be answerable ; and it shall be lawful
for each of such persons, or for such persons collectively, to limit his,
her or their responsibility to such a sum as shall be specified in any
such instrument or writing; provided always, that the said trustee and
trustees or treasurer, and every the officer of any such society, shall be
and they are hereby declared to be, pei"Sonally responsible and liable
for all moneys actually received by him, her or them on account of, or
to or for the use of the said society.

XVIIi. Whensoever the trustees of any society established under
this Act, at any time after the decease of any member, have paid and
divided any sum of money to or amongst any person or persons who
shall at the time of such payment appear to such trustees to be entitled
to the eifects of any deceased intestate member, the payment of any
such sum or sums of money shall be valid and effectual with respect to
any demand of any other person or persons as next of kin of such
deceased intestate member againt the funds of such society, or against
the trustees thereof; but never' .icless, such next of kin or representa-
tive, shall have remedy for such money so paid as aforesaid against the
person or persons who shall have received the same.

XIX. In case any member of any society shall die, who shall be
entitled to any sum not exceeding twenty pounds, it shall be lawful for
the trustees or treasurer of such society, and they are hereby authorized
and permitted, if such trustees or treasurer shall be satisfied that no
will was made and left by such deceased member, and that no letters
of administration will be taken out of the funds, goods ar 1 chattels of
such depositer, to pay the same at any time after the decease of such
member, according to the rules and rcgulations of the said society; and
in the event of their being no rules and regulations made in that behalf,

1876.

Benefit Building Societies.

Cap. 37. 241

then tlie said trustees or treasurer are licreby authorized and permitted
to pay and divide tiie same to and amongst tlie person or persons en-
titled to tlie effects of tlio deceased intestate, and that without admin-
istration.

XX. For the more effectually preventing fraud and imposition
in the funds of such societies, if any officer, member or any other per-
son, being or representing liimself or herself to be a member of such
society, or the nominee, executor, administrator or assignee of any
member of such society, or any other person whatever, shall, in or by
any false representation or imposition, fraudulently obtain possession of
the moneys of such society, or any part thereof, or having in his or her
])Ossession any sum of money belonging to such society, shall fraudu-
lently withold the same, and for which offence no especial provision is
made in the rules of such society, it shall be lawful for any one Justice
of the Peace residing within the County within which such society shall
be held, upon complaint made on oath by an officer of such society, tosum-
mon such person against whom such complaint shall bemadetoappoarata
timeand place to benamed in suchsummous: and upon hisor her appearance,
or in default thereof, upon due proof upon oath of the service of such
F'Tiimoiis, it shall and mav be lawful for any two Juctices, residinj;
'..ithin the County aforesaid, to hear and determine the said complaint
according to the rules of the said society, confirmed as directed by this
Act ; and upon due proof of such fraud, the said Justices shall convict
the said party, and award double the amount of money, so fraudulently
obtained or withheld, to be paid to the treasurer, to be applied by him
to the purposes of the society so proved to liave been imposed upon
and defrauded, together with such costs as sliall be awarded by the said
Justices, not exceeding the sum of ten shillings ; and in case such
person against whom such complaint shall be made, shall not pay the
sum of money so awarded to the person and at the time specified in
the said order, such Justices are hereby required, by warrant under
their hands and seals, to cause the same to be levied by distress and
sale of goods of such person on whom such order shall have been made,
or by other legal proceeding, together with such costs as shall be award-
ed by the said justices, not exceeding the sum of ten shillings ; and also
the costs and charges attending such distress and sale, or other legal
proceeding, returning the overplus (if any) to the owner : and in de-
fault of such distress being found, the said Justices of the Peace shall
commit such person, so proved to have offended, to the County gaol,
there to be kept to hard labour for such a period not exceeding tliree
calendar months, as to them shall see fit ; provided, nevertheless, that
nothing herein contained shall prevent the said society from proceeding
by indictment or complaint, against the party complained of ; and pro-
vided also that no party shall be proceeded against, by indictment or
com[)laint, if a previous conviction has been obtained for the same
offence under ihe provisions of this Act.

XXI. Provision shall be made by one or more of the rules of
every such society, to be confirmed as required by this Act, specifying
whether a reference of every matter in dispute between any such
society or any person acting under them, and any individual member

«ill'i

242 Cap. 37.

Benefit Building Societies.

30 Vic.

thereof or persons claiming an account of any nionber, shall be made
to such of llcr Majesty's Justices of the IVace as may act in and fur
the County in which such society may he formed, ortoar])itrators to be
appoiiited in manner hereinnftt'i" directed ; and if the matter so in dis-
pute shall be referred to arbitration, certain arbitrators shall be named
and elected at the first meeting of sueh society or cot' mittee thereof
that shall be lield after the enrolment of its ruley, none i>f the said arbi-
trators being beneficially interested, directly or indirectly, in the funds
of the said society, of whom a certain numl)cr, not less than three, shall
be chosen by ballot, in each such case of dispute, the nund)er of the
said arbitrators, and mode of ballot, being determined, by the rules of
each society respectively ; the names of such arbitrators shall be duly
entered in the book of the said society in which the rules are entered
SIS aforesaid, and in case of the death, or refusal or fitglect of any or all
of the Siiid arbitratoi-s to act, it shall and m;iy be lawfid to and for the
said society, or committee thereof, and tliey are hercby required, at
their next meeting, to name and elect oi!(> or more arbitrator or arbitra-
tors, as aforesaid, to act in the place of the said arbitrator or arbitrators
80 dying, oj- refu-ing or neglecting to act as aforesaid ; and whatever
award sliall Ije made by the said arbitrator.^ or the inajuv part of them,
according to thetnie purpose and meaning of the rules of sueh society
confirmed by the Supreme (V.urt according to the directions of this
Act, shall be in the form of this vVct annexea, and shall be binding and
conclusive on all parties, and shall be final to all intents and purposes
without appeal or being subject to the control of one or more Justices
of the Peace, and shall not be removed or removable into any Court of
law, or restrained or restrainable by ^'le injunction of any Coinl; of
equity ; and should either of the said parties in dispute refuse t)r neglect
to comply with or conform to the decision of the said arbitratoi"s, or the
major part of them, it shall and may be lawful for any one Justice of
the Peace residir.g within the County within which such society ^iliall
be held, upon good and sufficient proof being adduced before him of
such award having been made, and of the i'efus;d of the party to com-
ply . therewith, upon complaint made by or on behalf of the jiarty
aggrieved, to summon the person against whom sueh complaint shall be
made, to appear at a time and place to l)e named in such summons ;
and upon his or her appearance, or in default thereof, upon due proof
upon oath of the service of such summons, any two Justices of the
Peace may proceed to make such order thereupon as to them may seem
just; and if the sum of money so awarded, together with a sum for
costs not exceeding the sum of ten shillings, as to such Justice shall seem
meet, shall not be immediately paid, then such Justices shall, by war-
rant under their hands and seals, cause such sum and costs, as aforesaid
to be leWed by distress or by distresses and sale of the moneys,' goods,
chattels, securities and effects belonging to the said ])ai-ty, or to tlie said
society, or other legal proceeding, together with all future costs and
charges attending such distress and sale, ■ other legal proceeding, re-
turning the overplus (if any) to the said party or to the said society,
or to one of the trustees or trciisurer thereof ; and in default of such dis-
tress being found, or such other legal proceedings being ineffectual, then
to be levied by distress and sale of the proper goods of the said party, or

1870.

BetK^t Building Societies.

Cap. 37. 243

of the said society, bo rofrleetiuf; or rofiipiii^ as aforesaid by other legal
proceedings, together with such furtlier costs and charges as aforesaid re-
turning tlie overphjs (if any) to the owner; provided always that
when the rules of any society provide for a reference to arhitratorw of
any matter in dispute, and it shall appear to any Justice of the Peace
on the conip' int on oath of 'i ineiumn* of any such society, or of any
person claim. iig on account of such member, that application has been
made to such society, or the trustees or treasurer, or other officer thereof,
for the jiurpose of having any dispute so settled by arbitration, and
that such ai)plicati<)n lias not, with'n forty days, been com])lied with, or
that the arbitrators have neglected or refused to make any award, it
shall and may be lawful for such Justices to sunmion the trustee*
treasurer or other officer of the society, or any one of them against
whom the complaint is made, and foi' any two Justices to hear and
determine the matter in dispute in tlie same nianner as if the rules of
the said society had directed that any matter in dispute, as aforesaid
should be decided by Justices of the Peace, anything herein contained
to the coutrarv notwithstanding.

XX [I. If by the rules of any such .societ)', it is directed that any
niii^ ;• in dispute, as aforesaid shall he decided by Justices of the Peace,
i; liall and may be lawful for any such Justice, on complaint being
made to him of any refusal or neglect to coniply with the rules of such
society by any member or olHcei' thereto, summon the person against
whom such complaint shall be made, to appear at a time and place to
be nauuvl in such summons, and upon his or her appearance or in de-
fault thereof, on due })roof upon oath of the sei'vice of such summons,
it shall and may be lawful for any two Justices to procev^d to hear and
determine tiie said complaint according to the niles of the said society ;
and in case the s.iid Justices shall adjudge any sum of money to be paid
by such person against whom such complaint shall be made, and if such
person shall not pay such sum of money to the person, and at the time
speciiied by such Justices, they shall proceed to enforce their award in
the manner hcrein])efore directed, to be used in case of any neglect to
comply with the decision of the arbitrators appointed imder tlie authority
of this Act.

XXIII. A minor may become a member of any such society, and
shall be empowered to execute all instruments, give all necessary acquit-
ances, and enjoy all the privileges and be liable to all the responsibili-
ties appertaining to members of matured age, notwithstanding his or
her incapacity or disability in law to act for Inmself or herself ; provided
always that such minor be admitted into such society by and with the
consent of his or her parents, masters or guardians.

XXIV. It shall be and may be lawful to anr" 'or any such society
to have and receive, from any member or membei's thereof any sum or
sum- , by way of bonus, on any share or shares for the privilege of re-
ceiving the same in adviince prior to the same being realized, and also
any interest for the share or shares so received on any part thereof,
without being subject or liabl j on account thereof to any of the for-
feitures or penalties imposed by any of the Act or Acts of the General
Assembly of this Island.

ti \

244 Cap. 37.

Benefit Bnildiiuj Societies.

30 Vic.

XXV. TliB nilofl of every kucIi society Hhall provide that tlie
truatoes, trou«urer orotlier priiuiipal ollicer tlieroof, shall onee in every
year, at least, prepare, or cause to lie prepared, a j^eneral statement of
tlio funds and effects of or heloMffiutj: to such society, sj)ecifying in
whose custody or possession the said funds or effects shall he then
remaining, together with an account »»f all and every the varictus sums
of money received and expended by or on account of the said society
since the puhlication of the j)receding periodical statement, shall ho
attested by two or more mend)ers of such aociety appointed auditors for
that purpose, and shall he countersigned hy the secretary of such society;
and every meud)er shall he entitled to receive from the said society a
copy of sutih periodical statement on payment of such sum as the rules
of such society may retpiire, not exceeding the sum of six pence.

XXVI. On the trial of any action, indictment or other proceeding,
respecting the property of any society enrolled under the authority of
this Act, or in proceedinijjs before any Justice of the Peace, any
member of such society shaU be a (iompotent witness, and shall not be
objected to on account of any interests lie may have as such member in
the result of such action, indictment (»!• other proceeding.

XXVII. If any person shall coii-ider himself or herself aggrieved
by any sentence, order and adjudicatiuii made or given by any such
Justices under this Act, it shall and may be lawful for such person to
appeal to the next sitting of ihe Supreme Court of Judicature to bo
lioiden in the County in which such .lustice or Justices shall have
jurisdiction ; provided always, that such ajipeal shall be appealed for,
and everything relating thereto shall be had and done in like manner
as is appointed for appeals from the judgments of Justices of the
Peace, under the provisions of the Act of the Assembly of this Island,
passed in the nineteenth year of the reign of Iler present Majesty Queen
Victoria, Chapter twenty-nine, intituled " An Act to facilitate the
l^erformances of the duties of Justices of the Peace with respect to
summary convictions and orders ;" and in every such appeal the
Justices of the said Supreme Court ai'o required to affirm, cpiash or
otherwise vary such sentence, order or ajudication as n)ayseem to them
meet, and to enforce judgment in manner and form prescribed by the
Act of the twenty-third year of the reign of her present Majesty
Queen Victoria, chapter sixteen, intituled "An Act relating to the
recovery of Small Debts, and to repeal certain Acts therein mentioned,"
or by any other Act for the recovery of small debts then in force.

XXVIII. All Building Societies hereafter to be established shall
bo entitled to the protection and benefit of this Act ; but no such
society shall be entitled thereto until their rules shall have been
certified and deposited in the manner hereinbefore directed by this
Act.

XXIX. Every person or persons who shall execute a mortgage, or
further charge to the trustees of such society, shall also execute, under
his or their hands and seals, a memorial thereof, Avhich memorial shall
specify the nature of the instriiment, the names and additions of the
parties thereto, the day and year when the same beaV date, the descrip-
tion of the messuages, lands, tenements, hereditaments and premises

1876.

Benefit Building Societies.

Cap. 37. 245

comprised in and eflfcctcd by sucli inort<,'af]jo or fnrtlior charge, the
amount of money secured thereby, the amount of and the date when
tlie hist instahnent is duo and payable, whether such instrument con-
tain a power of sale, and when such power of sale may be exercised,
and winch said memorial shall be in the form j)rescribed in the schedule
to this Act annexed marked (li), or as near thereto as circumstances
permit, and which said memorial shall be witnessed by one or more
witnesses; provided always, that it shall not in any case be neeessary
for the wire of any mortgagee, who may have executed any such
mortgage or further charge, to execute or join in such memorial.

XXX. The memorial of such mortgage may be registered in tlio
office of the Registrar of Deeds at Churlottetown, upon the oath of the
subscribing witness, or the acknowledgment of the parties who have
executed the same; and the re^^istrar shall thereupon, and upon the
back of eacli memorial, certify the proof or acknowledgment thereof in
the form prescribed in the scliedulo to this Act annexed, marked (C);

Erovided always, that no memorial bo registered by the Registrar of
►eedb, as aforesaid, uidess the mortgage or further charge referred to
in the said memorial be produced to the said llegistrar of Deeds, which
said mortgage shall be endorsed across the face thereof by the said
registrar, in the form of tl»e schedule to this Act annexed, marked (DV
and shall be delivered to the party producing the same ; and such
mortgage or further charge, of which a memorial shall have been so
registered, shall in all respects be held to come within the provisions
of the Act of the General Assembly, passed in the third year of his
late Majesty King William the Fourth, chapter ten, intituled "An Act
to regulate the registry of deeds and instruments relating to the title of
land," and all other acts relating thereto or alTecting the same, as though
such mortgage, or further cliarge, had been duly (Mitered and recorded
under the provisions of the said last mentioned Act or Acts ; and the
Kegistrar of Deeds shall take and receive for the recording of such
memorial and such certificates as aforesaid, the sum of one shilling.

XXXI. Nothing herein contained shall authorize any Building
Society, established under this Act, to invest its funds, or any part
thereof in any savings' bank.

XXXII. Whenever in this Act, in describing or referring to any
person, the word importing the singular number or the masculine
gender OTily is used, the same shall be understood to i 'elude and ehall
be applied to several persons or parties, as well as one person or party,
and females as well as males ; and the words moi-tgage and further
charge, shall be held to apply to any instniinent taken to secure the
payment of any sum to such society, unless in all f-uch cases there be
something in the subject or context repugnant to such construction.

XXXIII. The officers of any such society shall and may receive
and send by the general post frc^ni and to places within this island, all
letters and packets, having relation to the business of such society, free
from the duty of postaxo, provided that such letters and packets as
shall be sent to such officers, be directed to them as such, specifying
the office held by such officer, on the covers thereof ; and all such let-

! I

[[

240 Cap. 37.

Benefit Building Societies.

30 Vic.

' ;

ters and packets as shall be sent by any of the officers, having relation
to the business of such society, shall have written or printed on the
covers thereof the name of the office held by euch officer sending the
same, and shall be signed on the outside thereof with the name oi such
officer (such naaie to be from time to time transmitted to the general
post office at Charlottetown) :, and such officers are hereby strictly for-
bidden to subscribe or permit their names to be subscribed to any
cover or packet except such as shall have relation to such business ;
and if such officer shall knowingly cause or permit to be sent under
any such cover any letter, ])aper or writing, or any enclosure having no
relation to any such business coi.nected with such society, the officer so
offending shall forfeit and pay a sum not exceeding the sum of one
hundred pounds, which may be sued for and i-ecovered in Iler Majesty's
Supreme Court of Judicature, at Charlottetown, and which shall be
forfeited to Her Majesty, her heirs and successors; and if any letter,
paj^er or writing, or other enclosure, shall be sent imder cover to any of
the said officers of such society, the same having no relation to the
business of such society, siich oihcer so receiving the same is hereby
strictly required to transmit the same forthwith to the Postmaster
General, with the covers under which the same shall be sent, in order
that the contents thereof may be charged with the full rates of postage.

XXXIY. It shall be lawful for any witness to .swear to tlie execu-
tion of any mortga;i,e or furthei' charge, or ]uein<jrial, or for any mort-
gagee to acknowledge the execution of any mortgage, further charge,
or memorial, before any connnissioner ap})ointed for the purpose of
taking acknowledgements of deeds ; and the registrar of deeds is hereby
recpiired to registe;' .-^uch ineniorial, and to endorse such certiiicate upon
every niort'^'age or further charge so sworn to or acknowledged before
any such commissioner.

FORM OF AW\KI).

We, the major part of the arbitrators, duly appointed by the
society established at in the County

of do hei-eby award and order that A. B., (sjiecifying by

name the party or tlie (jfHcer of the society), do on the
day of pay to V. I), the sum of ; or we do

hereby reinstate in or expel A. B. from said society as the case may be.)
j')ated this day of one thousand eight

hundred and

E. E.
G.IL

SCHEDULE (A).

Know all men by these presents, that we, A. B. of
treasurer (or trustee) of the society established at

in the County of and C\ I), of

and G. If. of (as sureties on behalf of the said A. B.) are

jointly and severally bound to J. K., the present keeper of the rolls of
the Commission of the Peace for County of

1870.

Benefit Building Societies.

Cap. 37. 247

in tlic sum of to be paid to tlie said J. Iv., as sucli keeper

of the njlls, or liis successor, kcejier of tlic rolls of the said county for
the time being, or his certain attorney, for which payment, well and
truly to be made, we jointly and severally bind ourselves, and each of
us by himself, our and eacli of our heirs, executors and administrators,
firmly by these presents, sealed with our seals, dated the
day of in the year of our Lord

Whereas the above bounden A. B. hath been duly appointed
treasurer (or tnistee) of the society established as aforesaid, and he,
together with the above bounden O. D. and G. //., as his sureties, have
entered into the above written bond, subject to the condition herein-
after contained ; now, therefore, (he condition of the above written
bond is such that if the said A. B. shall and do justly and faithfully
execute his office of treasurer (or trustee) of the said society established
as aforesaid, and shall and do render a just and true account of all
moneys received and paid by him, and shall and do pay over all the
moneys remaining in his hands, and iissign and transfer or deliver all
securities and effects, books, papers and property, of or belonging to the
said society in his hands or custody, to such j)erson or persons as the
said s(»eiety shall appoint, according to the rules of the said society,
together with the proper or legal recei})ts oi- vouchers for such pay-
ments, ajid likewise shall and do in all respects well and truly and faith-
fully ])erform and fulfil his olHce of tivasurer (or trustee, <fcc.,) to the
said society according to the rules thereof, then the above written bond
shall be void and of no effect, otherwise shall l)e and remain in full force
and virtue.

Signed, sealed and delivered in the presence of

A. B. [r..s.
(J. D. [l.s.

G. 11. iL.8.

SCHEDULE (P..)

Memorial to be registered pursuant to the statute, of a deed
of mortgage (or further charge) between A. I>. and C. /A, his

wife, of the one part, and E. F.. G. II. and •/. K., trustees of the
l^enetit i3uilding Society (designating the name of the
society), bearing date the day of one thousand

eight hundred and by which the said mortgagee thereby

conveyed all his right and title (or iissigiied all his leasehold interest, or
further charge, all his right and title) in and to all that tract, piece and
]>arcel of land, situate to secure the payment

of the sum of ])ouiids. the last instalment of which is

pounds, and will be due on mo day of

one thousand eight hundred and and which said mortgage

(or further charge) (!ontaius a power of sale which may be exercised

months after default of any of the conditions in the said mortgage
by the mortgagee.

I '

1 1

■

248 Cap. 37.

Benefit Buildin(j Societies.
SCHEDULE (C.)

30 Vic.

I hereby certify tliiit the within inemorial was duly registered on

i\:\y of in tlie year of our Lord one thousand

eiglit Inindred and at the hour of of the

clock, upon the oath of (or upon the acknowledgment

of the within named .)

11. Y., Ilcgifitrar.

, SCHEDULE (D.)

I hereby certify that this mortgage was duly proved pursuant to
the provisions of the " Benelit Building Society Act," on
day of in the year of our Lord one thousand eight

hundred and at the hour of of' the clock,

upon the oath of (or upon the acknowledgment of the

within named )

II. v., Registrai".

Ci^!'

1880.

Powers of Joint Stock Compa/niea. Cap. 18. 249
CHAP. XVIII.

An Act to extend the powers of Joint Stock Companies for
the erection of Exhibition Buildings.

Section

I, Resolution for increase of capital.
2a Resolution to he delivered registrar,
3 Allotment of shares.

Suction.

4. Calls.

5. Power to borrow.

[Assented to 6th March, 1880.]

HER Majesty, l)y and with tlic advice and consent of the Legislative
Assembly of the Province of Ontario, enacts as follows :

1. Whenever the directors of any company incorporated under
the Tlevificd Statute i-espccting Joint Stock Companies for the orectioa
of Exhibition l)iiil(lin'j;s, ai'e of opinion that the capital of the company
is insulHcient for the ])urpoHC8 of the comp.'iny, they may from time to
time pass a i-esolution authoriziiijuj the increase of the capital, and such
resolution shall declare the addition number of twenty dollar shares
that shall be issued.

S« A copy of the said resolution cei-tified under the hand of the
presidcTit, and sealed with the seal of the company, shall be delivered
to the i'('ji;istiar havin<r the custody of the ori^'inal insti'ument of incor-
poi'ation, or his deputy, who shall attach the same to such original
instriiment and note thei'eon rhe time of the day, aiid the day of the
month, and ytiar of the receipt of the same, and thereupon the author-
ized capital of the com[)any shall be increased as mentioned in such
resolution.

S. The dii-ectoi's may also direct how the said sliares' [shall be
allotted, sold or subscribed for, and at what I'ate of discount or premium
the same shall be alloted, sold or subscribed foi*.

4. Such additioruil shai'es may be called in, demanded, and re-
covered in the same manner and under the penalties as provided or
authorized as to the original stock,

a. Every company incorporated as aforesaid may from time to
time bori'ow sucli moneys as the directors may find recpiisite for the
urposes of the company, fi'om such person or bodies corporate as may
e willing to lend the same, and at such lawful rate of interest as may
be agreed upon, and may by instrument under the seal of the company
secure payment thei'cof ; and the dii-ectors may under the authority of
a I'esolution jiassed by a majority of two-thirds in value of theshare-
iKjlders pi'csent in pei'soii or l)y pro.xy at a general meeting hypothe-
cate, mortgage, or ple<lge the real or [)ersonal j)roperty of the company
to secure any sinn or siims so boi*rowed ; and the recital of such reso-
lution, ])as8ed as af(U'esaid, in the said instrument shall be prima facie
evidence of the facts so i-ecited.

250 Cap. 10. Coy* 8 incorporated under ImjperiaZStatxites. 43 Vic.

CHAP. XIX.

An Act respecting Companies incorporated under Imperial

Statutes.

Section.

Cert.nin powers, etc., may be granted by
Letters Patent to companies incorpor-
ated under Imperial Statutes.

Copy of Act or other instrument of incor-
poration to be disposited with Provin-

Section.

cial Secretary.

3. Evidence of incorporation.

4, Matters provided for by R.S.O.
excepted.

136

[Assented to hth March, 1880.]

HER Majesty, by and with the advice and consent of the Legislative
Assembly of the Province of Ontario, enacts as folloAVS :

1. In case a corporation, now or hereafter incorporated 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
Lienten- it-Governor in Council may, by Letters Patent under the
Great Seal of the Province, grant to such com])any, 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 Lieutenant-Governor in Council to grant
to a company under the Ontario Joint Stock Companies' Letters
Patent Act.

3« No such Letters' Patent shall be issued until sucii corporation
has deposited in the Office of the Provincial Secretary a true coi)y of
the Act of Parliament, charter or other instrument incorporating the
said company, verified iu the manner which may be satisfactory to the
Lieutenant-Governor in Council.

3* The Letters Patent referring to such Act, charter or other
instrument as aforesaid, or a copy of such Act, charter or other instru-
ment aforesaid under the hand of the Provincial Secretary, shall be
sufficient evidence, in any proceeding in any court in this Province, of
the incorporation of tlie company.

4. This Act shall not apply to matters provided for by the Revised
Statute, chapter one hundred and sixty-three.

1881.

Joint Stock Companies' Letters Patent. Cap. 18. 251

CAP. XVIII. ,

An Act to extend the powers of Companies incorporated
under the Joint Stock Companies* Letters Patent Act.

Si^etion.

1. Ry-laws to increase capital.

2. Pnnision respecting name of companies.

3. Additional powers which may be granted
by .Supplementary Letters Patent.

Orders in Council may direct what notice

Section.

of application to be given.

5. This Act to be read as part of R. S. O.,
c. 150.

6. R, S. O., c. 150, s. 16, repealed.

{^Assentcd to Wi March, 1881.]

ER MAJESTY, by and with the advice and consent of the Legis-
lative Assemblv of the Province of Ontario, enacts as follows: —

1. Subject to the provisions of the seventeenth, eighteenth and
nineteenth sections ot " The Ontario Joint Stock Companies' Letters
Patent Act," the directors of any company incorporated under the said
Act, at any time after nine-tenths of the capital stock of the company
has been taken up. and ten per centum thereon paid in, but not sooner,
may, if they see tit, 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-laws shall declare the number and value of the shares
of the new stock, and may prescribe tlie manner in which the same are
to be allotted, and in default of its so doing, the control of such allot-
ment shall be held to rest absolutely in the directors.

2. The name of the Province of Ontario or of some locality therein
shall constitute part of the name of every company hereafter incorpo-
rated under the said Act.

3* lu ease a resolution, authorizing an application to the Lieuten-
ant-Governor therefor, is passed^ by a vote of not less than two-thirds
in value of the shareholders present in person qv by proxy at a £vn -nl
meeting of the company, duly called for considering the subject of oUch
resolution, the Lieutenant-Governor in Council may from time to time
direct the issue of Supplementary Letters Patent to the company, em-
bracing any or all of the following matters : —

(1.) Extending the powers of the company to any objects, within
the scope of the said Act, which the company may desire ;

(2.) Limiting or increasing the amount which the company may
borrow ui^on debentures or otherwise ;

(3.) Providing 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 provisions of the
said Act ;

(5.) Making provision for any other matter 'or thing in respect of
which provision might have been made by the original Letters Patent.

252 Cap. 18. Joint Stock Compa/niea'' Letters Patent 44 Vic.

4. The Lieutenant-Governor may by Order in Council, to be
notified in tlie Ontario Gazette., direct in what cases notices of applica-
tion for Supplementary Letters Patent shall be given in the Gazette or
otherwise, and the nature of such notice, and he may in any case dis-
pense with notice.

5. This Act shall be rerd as part of the said Ontario Joint Stock
Companies' Letters Patent Act.

6» The sixteenth section of the said Act is hereby repealed.

! I

I M

CAP. XIX,

An Act for the incorporation by Letters Patent and the
regulation of Timber Slide Companies.

Section. Section.

1. Short title.

2. Certain powers may be granted to timtier

slide companies.

3. R. S. O., c. 153, and this Act to apply
to company.

When letters patent may be issued.

Repwrt to be transmitted to Provincial
Secretary by applicants.

Rate of dividend may be stated in letters
Patent.

Limitation of company's existence.

Particulars of notice in Gazette.
9. Contents of report.
10. Report to be considered by Commis-
sioner of Public Works.

By-laws to regulate tramsmission of
timber.

Copies of proposed by-laws to be an
nexed to reports of company.

When by-law to come in force.

Restrictions as to by-laws.

Company not to interfere with property
without leave.

4.
5-

7-
8.

II.
12.

J 3.
14.

IS.

16. Consent to formation'of company when
required.

17. Recovery of payments made for stock-
holders.

18. On expiration of Company's existence,
property to vest in Her Majesty.

19. Company's existence to continue for the
purpose of winding up.

20. Distribution of capital and profits.

21. R.S.O., c. 153, s. 57, amended.

22. Section 72, amended.

23. Section 73 amended.

24. Section 75 amended.

25. Letters patent may limit term of existence
of certain companies.

26. Existence of company may be extended
by supplementary letters patent.

27. Sections 21, 23 and 24 not to apply to
certain companies.

28. R. S. O., c. 153, ss. 1-26 and 29-40
repealed.

[Assented to 4tth March, 1881.]

ER MAJESTY, by and with the advice and consent of the Legis-
lative Assembly of the Province of Ontario, enacts as follows : —

1. This Act may be cited as " The Timber Slide Companies Act
of 1881."

2. In case the Lieutenant-Governor in Council thinks fit, he may
confer upon any company which has heretofore been, or shall be here-
after incorporated, under the Ontario Joint Stock Companies' Letters
Patent Act, for the purpose of acquiring or constructing and maintain-
ing any dam, slide, pier, boom, or other work, necessary to facilitate
the transmission of timber down any river or stream in this Province,

1881.

Timber Slide Companies.

Cap. 19. 253

or for the purpose of blasting rocks or drcdeing, or removing slioals or
other impediments, or of otherwise improving the navigation of any
such river or stream for the said purpose, tlie powers authori.ied by the
Revised Statute respecting Joint Stock Companies, for the construction
of works to facilitate the transmission of Timber down Itivers and
Streams, being chapter one hundred and fifty-three of the Revised
Statutes.

3. Every such company shall thereupon become subject to all the
provisions of the said Revised Statute as amended by this Act, and to
the provisions of this Act.

4. The l('ttei*s patent conferring the powers authorized by this
Act shall not be issued to any company until proof has been furnished
that one-half of the proposed capital has been subscribed h\ good faith,
and that at least ten per centum thereof (or five per contum of tl "i
whole capital) has been paid in to the credit of trustees for the company,
and remains at their credit in some one or more of the chartered banks
of this Province.

5. The applicants for a charter shall, with their application, trans-
mit to the Provincial Secretary a report to be laid befovo the Commis-
sioner of Public Works, in case the Provincial Secretary or other
officer charged by the Lieutenant-Governor in Council with the duty of
reporting tnereon shall deem that the other requirements preliminary
to the issue of the charter have been duly complied wi'.h, and shall also
cause a copy of such report to be laid before the municipal council of
the county in which such works are proposed to be siUiated ; or if the
works are situate in more than one county, then befc^re the municipal
councils of the counties in or on the boundaries of \i'hich such works
proposed to be situated ; or if such proposed works are in unsurveved
lands not contained within the bounds of any incorporated county, then
before the Commissioner of Public Works alone.

6. The Lieutenant-Governor may, in the letters patent, state a
rate of dividend, not exceeding fifteen per centum, which the directora
shall be at liberty to pay to the sharenolders, if the revenues of the
Company otherwise justify such payment, and in such case the Com-
missioner of Public Works shall, in considering the tolls to be allowed,
have regard to such rate, but no such rate shall be so fixed for a longer
period than ten years.

T. The existence of any company incorporated under this Act
may be limited to such a term of years as is fixed by the letters patent.

8. The notice of application in the Gazette need not p*ate the ob-
jects of the Company with the same detail as is required in the report,
but shall give such a description thereof as will reasonably inform the
public of the works to be undertaken.

9. Tlie report shall contain —

(1.) A detailed description of the worka to be undertaken, and an
estimate of their cost ;

I i

254 Cap. 19.

Timber Slide Companies.

44 Vic.

(2.) An estimate from the best available sources of the quantity of
different kinds of timber expectecJ to come down the river or stream
yearly after the works have been completed ; and

(3.) A schedule of the tolls proposed to be collected.

10. Thirty days after the said report has been laid before the
municipal council, or councils, as the ease may be, the Commissioner
of Public Works shall consider the said roport, and in case he approves
of the proposed works, lu; shall re})()rt such approval to the liieutenant-
Governor who may thercu[)on direct the issue of a charter.

11. Every such comj)any may make by laws, and from time to
time alter and amend the same, for the purpose of regulating the safe
and orderly transmission of timber over or through the works of the
company, and the navigation therewith connected.

12. Cop'GS of the proposed by-laws shall be annexed to the reports
required to be made by the conipatiy by the lifth section of this Act,
and sucli pro))osed by-laws with such variations as are made therein by
the Commissioner of Public Works at any time before the issue of the
letters patent, shall, ui)on the issue of such letters patent, become the
by-laws of the company witliout further action or adoption by the
company, and coi)ies of all new by-laws, and of all amended by-laws,
with reference to the said sn!)jocts, shall be annexed to the annual re-
ports required by the twenty-sevcTith section of the said Revised
Statute.

13 . No such new by-law, or amended by-law, shall have any force
until one month after it has been included in such report; but if at
the end of one mouth such by-law has not been disallowed as it may
be by the Commissioner of Public Works, it shall have full force raid
be binding upon the company, and upon all persons using the works,
unless the Commissioner in the meantime shall have under his hand
enlarged the time for considering the same.

14. No such by-law shall impose any penalties, or shall contain
anything contrary to the true meaning and intention of the said
Revised Statute, chapter one hundred and fifty-three, or this Act.

15. No such company shall eonstrnct any such works over or
upon or otherwise interfere with or injure any private property, or
the property of the Crown, without first having obtained the consent
of tlie owner, or occupier thereof, or of the Crow^n, except as herein-
after provided.

16. No such company shall be formed under the provisions of
this Act to improve any river or stream, for the improvement of which
any other company has been formed either under this Act, or any other
Act of the Legislature, or u])on Avhich there is consti'ucted any pro-
vincial woi'k, without the consent of such other company or of the
Lieutenant-Governor in Council respectively, which consent shall be
formally expressed in writing, and sl>all be filed in the oflice of the
Provincial Secretary.

IT- In all cases where a shareholder has not paid ten per centum

1881.

Timber Slide Companies.

Cap. 19. 255

on tlie share or shares held by him, but some other party pays the
same on liis behalf, the party so paying may recover the amount as a
debt, in any competent court, althougli not previously authorized to
pay the " 3y on behalf of such shareholder.

IH. L^j^mthe expiration of the period limited for the existence
of the company, if any such period is limited by the letters patent, all
the dams, slides, piers, booms and other works constructed by the com-
pany, for the transmission of timber down any ri^er or stream, or for
the improvement of the navigation of such river or stream, shall be-
come the property of ller Majesty for the public uses of the Province,
and the said company, or the shareholders thereof, shall have no right
to receive any compensation therefor.

11>. J^otwithstanding the expirutiim of the said period, the said
com])any shall continue to exist for the purpose of taking such pro-
ceedings as may be recjuisite for getting in its assets, winding up aJid
settling its affairs, and distributing amongst its shiirelioldei*s tlie capital
stock or accumulated sinking fund of the stiid company, and the said
company niay, for the purposes aforesaid, sue and be sued as if the
l>erlod of its corporate existence had not expired; but after such period
the words "in li(|ui(lation" sliall be added to the name of the com-
pany, and shall be a part of such name.

20. No distribution of capital shall be made under the next pre-
ceding section until three years after the expiration of the said period
limited as aforesaid for the existence of the said company, but this
shall not prevent the distribution amongst the shareholders of the
annual profits received from investments, and after the said period the
fifty-seventh section of the said Joint Stock Companies' Letters Patent
Act shall not apply to the company.

21. The fifty-seventh section of the said Revised Statute, cliapter
one hundred and fifty-three, is hereby amended by inserting after the
word " works," in the eleventh line thereof, the following words : —
''and running, driving, booming, towing, sorting, and rafting logs and
other timber, and providing an ecpial annual sinking fund, which, in-
vested at six per centum, shall be sutiicient to pay back to the share-
li Iders the amount of their paid-up stock at the end of the time limited
for the existence of the company," and by adding to the said section
the following words : " unless a higher rate is authorized by the letters
patent or by Order-in-Council under the sixth section of this Act."

22. The seventy-second section of the said T^evised Statute is
hereby amended by inserting after the words " undertaken by theni "
the following words : — " and mentioned in the report recpiired prior to
the incorporation of the company ;" and by inserting after the word
" situate,"' in the ninth line thereof, the following words : — " or by the
Commissioner of Public AV^orks."

23. The seventy-third section of the said Revised Statute is
hereby amended by inserting after the word " damage " in the thir-
teenth line thereof, the following words :--" incurred after the time
limited for the existence of the company has expired, or."

256 Cap. 19.

Timber Slide Companies.

44 Vic

(

24* The seventy-fiftli section of the said Revised Statute is
amended by ndditm at the end tlicroof tlie followintif words : — "and in
settling the amount to ho paid to the company for such works, the
amount of tlie sinking fund accuniuhited at the time of such valuation
towards the payment of the capital stock shall he deducted therefrom."

39. Where a company heretofore incorporated under the said
lievised Statute, chapter one hundred and fifty three, or uniler the
Consolidated Statute of Canada, chapter sixty eight, applies for the
issue of letters patent under section sixty-five or section sixty-six of the
Ontario Joint Stock Companies' Letters Patent Act, the Lieutenant-
(iovernor may, by the letters patent, confer upon the said <!ompany
any of the powers authorized by this ,* ,., *irid may by such letters
patent limit the term of existence of ti.c suid company, and every sucli
company obtaining lettcre patent as aforesaid, shall be subject to the
provisions of the said Itevised Statute, chapter one hundred and fifty-
three, as amended by this Act, and to tlie provisions of this Act.

26. The Lieutenant-Governor may by Supplementary Tetters
Patent extend the term of existence of any comjjany incorporated for a
limited period under this Act, for such a number of years, as by Order-
in-Couneil made picvious to the expiry of such period he may direct,
and the provisions of this Act having regard to the expiration of the
term of existence of a company shall thereupon apply to such term as so
extended.

27. Sections twenty-one, twenty-three and twenty-four of tliis
Act shall not apply to any company heretofore incorporated, unless and
until such company becomes re-incorporated under the said sixty-fifth
section of the Ontario Joint Stock Companies'* Letters Patent Act.

2S. The first twenty-six sections, and also sections numbered
from twenty-nine to forty inclusive, of the said Revised Statute
respecting Joint Stock Companies for the construction of works to
facilitate the transmission of timber down rivers and streams, are
hereby repealed, except as to companies heretofore incorporated under
the said Act.

1880.

M<yrt^age8 and Saleo of Personalty. Cap. 15. 257
CHAP. XV.

An Act to amend the Revised Statute respecting Mortgages
and Sales of Personal Property.

Section.

R. S. O., r. iig, s, 7, amended.

Sec. 10, repealed ; statement to lie fded

yearly or mortgage invalidated as

ajjainsl creditors.
l'"orm of statement and affidavit.

M()<le of tiling and entering affidavit

and statement.
Sec. 15 repeale<l.

Section.

6. An authority to take or renew mort-

gages may he a general one.

7. Sec. 17 amended.

8. Sec. 18 amended.

9. Sec. i9 amendeil.

10. Time Act to come in force ; mode of
citation.

[Assented to Uh March, 1880.]

UVAi Majesty, l>y and witli tlie adviw and consent of the Le<j;i8lative
Assemldy of the Province of Ontario, enacts as follows :

!• Section seven of the Revit^ed Sttitute, chapter one hundred and
nineteen, respecting Mort<i;a^('s and Sales of Pei"sonal Property, is
herehy amended hy strikinji^ ont the words •' where the mortgagor or
harijainor if a resident in Ontario resides at the time of the execution
thereof, or if lie is not a resident then in the ottice of the clerk of the
County Court of the county, or union of counties," in the third, fourth,
fifth and sixth lines of the said section.

2. Section ten of the said Revised Statute is hereby repealed, and
the following substituted therefor :

10. Every morti^age, or copy thereof, filed in pursuance of this
Act, shall cease to be valid, as against the creditors of the persons
making the fame and againt subsequent purchasers and mortgagees in
good faith for valuable consideration, after the expiration of one year
from the filing thereof, unless within thirty days next preceding the
expiration of the said term of one year, a statement exhibiting the
interest of the mortgagee, his executors, administrators or other assigns,
in the property claimed by virtue thereof, and shewing tl .lount still
due for principal and interest thereon, and shewing all payments made
on account thereof, is again filed in the otlice of the clerk of the County
Court of the county, or union of counties, wherein such goods and
chattels are then situate, with an affidavit of the mortgagee, or one of
several mortgagees, or of the assignee or one of several assignees, or of
the agent of the mortgagee or assignee, or mortgagees or assignees (as
the case may be), duiy authorized in writing, for that purpose (a copy
of which authority tl.all be filed therewith), that such statement is true,
Jind that the said mortgage has not been kept on foot for any fraudu-
lent purpose.

3* The statement and affidavit mentioned in the next preceding
paragraph may be in the form given in the schedule to this Act, to the
like effect.

4. The said statement and affidavit shall be deemed one instru-
ment and be filed and entered in like manner as the instruments men-

' 1 1

258 Cap, ir>. Mortgagen and Sales of Personalty.

43 Vic.

tionod in the said UoviHcd Statute are, hj section eij^ht thereof, required
to 1)0 tiled and entered, and the like fees shall he payahle for tiling and
entering the saine at* are now payable fur tiling and entering such
instruments.

a. Section fifteen of tlie said Revised Statute is hereby repealed,
and the following substituted therefor :

15. Where a mortgage has been renewed under section ten of tliis
Act, tlie endorsement or entries reijuired by the preceding section to
be made need only be made upon the statement and athdavit filed on
tlie last renewal, and at the entries of sjich statement and affidavit in
the said book.

U. An authority for tiie purpose of taking or renewing a mortgage
or conveyance utider the provisions of the saitl lievised Statute may be
a general (tiie t«> take and renew all or any mortgages or conveyances
to the mortgagee or bargainee.

7. Section seventeen of the said lievised Statute is hereby ameiuled
by striking out all the words in the said section down to and inclusive
of the word " but." where ir oecui's in the fifth line thereof, and sul)-
stituting therefor the woril •• when ;'' and by adding thereto aflcr the
words '• County Court," in the nintli line thereof, the words following,
" and with the sul)Stitution of ten days for five days as the time within
which the instrument or a copy thereof shall be registered."

H. Section eighteen of the .said Revised Statute is hereby amend-
ed by striking out all the words *' but," in the fourth line thereof, and
substituting therefor the word " when."

1>. Section nineteen of the said Revised Statute is hereby amend-
ed by striking out all the words in the said section down to and inclu-
sive of the word •' but," in the fourth line thereof, and substituting
therefor the word " when."

lO. This Act shall not come hito force until the first day of Octo-
ber ni'xt, and may be cited as " The Mortgages and Sales of Personal
Property Amendment Act, 1880."

SCHEDULE.

[Section 3.)

Statement exhibiting the interest of CD. in the property men-
tioned in a Chattel Moitgage dated the day of
18 , made between A.B., of of the one part, and CD.,
of of the other part and filed in the office of the clerk of
the county court of the county of on the
day of IS and of the amount due for principal and
interest thereon, and of all i)ayments made on account thereof.

The said CD. is still the mortgagee of the said property, and has
not assigned tlie said Mortgage (o?- the said KF. is the assignee of the

eipal and

1880.

Mortijayes aryJ Salen of Personalty. Cap. 16. i59

said Mortpaf^e by virtue of an iiKsiginnent thereof from the said CD.
to him, (hited the day of 18 y)

{or as tlw cattc may he).

No payments have been made on iicconnt of tiic said mort;;ago
(or the foih)wit);; payments, and n(» oilier, have been made on account
of the said Mortgage •

1880, January 1, Vah\\ received $100 00)

The amount still due for jirineipal and interest on the said Mortgage

is the sum of

computation.]

dollars, computed as follows : [^liere give Uie

CD.

County of

■ To wit :
of

of the
in tlie County

the mortgagee named in the Chattel Mortgage
mentioned in the foregoing (or amu^xed) statement [or assignee of

thr mortgagee named in the Chattel Mortgage
mentioned in the foregoing jo/' annexed j statement), (an the caac may
he), make oath and say :

1. That the foregoing {or aniu'xed) statement is true.

2. That the Chattel Mortgage mentioned in the ?aid statement lias
not been kept on foot for any fraudulent purpose.

Sworn before me at the of

in the county of

thic

day of

and has
of the

200 Cap. no.

Chattel Mm'tffo/jeM, Saha, t&c.
CHAP. CXIX.

An Act respecting Mortgages and Sales of Personal Property.

1. Mortfjayt's of ^joods not allcndcil with
clianpi'of possession, shall lie registered,
or else l)e void as against creditors, iVc,
of the niorij^.ifjor, with an affidavit, iVc.

2. Contents of alddavii.

4. Unlesi rej^islered, niortyaj^e void.

5. Sales of ^oods not attended with delivery
shall he re^islered, or else lie void as
against creditors, iVc, of the vendor.

6. Mortf^afjes of j'oods to secure advances or
to ' ideinnily endorsers, etc., to be valid
if duly registered.

7. (Iiallel Morlfjaf^es to ho re(;istered in the
ollici' of Counly (Jlerk.

8. ('lerk to enter llu' sanu\

9. How to proceed if j^oods niorlfjaj^ed are
removed to awother ('otnny.

10. Mortj^aj^es of chattels nnist lie periodi-
cally renewed, else cea^e lo he valid.
.Mi'idavil 1)V whom made.

I I.

Scrtid

12. The Clerk's certificate to he evidence of

registration.

13. Certificates for discharging chattel mort-

gages.

14. Kntering certificates of discharge.

15. Wliere Morlg.ages have lieen renewed.

16. Mntry of assigninein of mortgages.

17. Registration of chattel mortgages in Pro-

visional [udicial Districts.

18. In Territorial Districts.

19. In Temporary Judicial District of Nipis-

sing,

20. Instruments executed hefore I July,

1877.

21. Saving clause.

22. I'ees for services.

23. The properly to l)e well descrihed.

24. Who to administer the affidavits.

25. .Xct not loajtply to mortgages or vessels

duly registered.

Ell Miijt.'^ry. by and with tlio advice and consetit of tliti Legislative
AssiMubly of tilt' Province of Ontario, enacts iis follows:

i^-

RKGISTKATION or (IIATTia, MOinTJAOES AND 8AI.KP OF OCODR WHKRi;

roSSKSSION IS LNCHANGEI).

1. Every mortgage, or conveyance iiuended to operate afi a mort-
gage, of go(»ds and chattels, u)iide in Ontario, which is not accompanied
by an iuimodiate delivery, and an actual and continued change l jxik-
session of the things mortgaged, or a true copy thereof, sluill, within
five days from the e.\ecntion thereof, he registered as hereinafter pns
vided, together with the atlidavit of a witness thereto, of the duo
execution of such mortgage or conveyance, or of the due execution of
the mortgage or conveyance, of which the copy filed purports to be a copy,
and also witli the affidavit of tiie mortgagee or of oneof several mortgagees,
or of the Jigent of the mortgagee or mortgagees, if such agent is aware <>f
all the circumstances connected therewith and is properly authorized
in writing to take such mortgage (in wliich ciise a copy of such
authority shall be registered therewith). C. 8. U. C. c. 45, s. 1 ; 40 V.
c. 7, Sched. A. (134).

2. Such last mentioned affidavit, whether of the mortgagee or liis
agent, shall state that the mortgagor therein named is justly and truly
indebted to the mortgagee in the sum mentioned in the mortgage, that
it was executed in good faith and for the express purpose oi securiiif,'
the payment of money justly due or accrtiing due and not tor the pur-
pose of protecting the goods and chattels mentioned therein ti^aiiist
the creditors of the mortgagor, or of preventing the creditors of such
mortgagor from obtaining payment of any claim against him.
0. S. U. C. c. 45, s. 2.

Cliattd Mortgages, Sales, <&c. Cap. 110. 201

JI. Every such m()rt<j;age or conveyance sliall operate and take
('n"e(!t upon, from and after the day and time of the execution thereof.
'J<; V. 0. 40, sec. 1.

4. In case sucli mortgage or conveyance and afVuhivits are not
registered iw hereiid)efore provided, the mortgage or conveyance Khali
he ahsolutely null and void uh against creditors of the mortgagor, and
against suhsequent imrchascrs or mortgagees in good faith for valuahie
consideration. C. S. IJ. C. c. 45, sec. 3.

f5. Every sale of goods and chattels, not accompanied hy an
iiinnediate delivery and followed by an actual and continued change of
[)()ssessi(m of the goods and chattels sold, shall he in writing, and such
writing shall he a conveyance under the i)rovisions of this Act, and
shall he accomi)anied hy an affidavit of a witness thereto of the due
execution thereof, and an atKdavit of the bargainee, or his agent duly
Muthorized in writing to take such conveyance {a co])y of wliic^h author-
ity shall be attached to such (conveyance), that the; sale is hona Jiile and
for good consideration, as set forth in the said conveyance, and not for
tiie purj)o8e of holding or enabling the bargainee to hold the goods
mentioned therein against the creditors of the bargainor, and such con-
veyance and atHdavits shall be registered as hen'inafter |)rovided, within
live days from the executing thereof, otherwise! the sale shall be ai)so-
hitely void as agauist the creditors (jf tin; l)argainor and as against
subscipient purchasers or mortgagees in good faith. CS. l^(). c. 4r», s. 4.

<».

In case of an agreement in writing for future advances for the

|)iir[)08e of enabling the borrower to enter nito and carry on business
with such advances, the time of rej)ayment thereof not being longer
than one year from the making ot the agreement, and in case of a
mortgage of goods and chattels for securing the mortgagee repayment
of such advances, or in (case of a mortgage of gocnls and chattels for
securing the mortgagee against the endorsement of any bills or promi.s-
sory notes or any otlier liability hy hiui incurred for tli(! mortgagor, not
exteiuling for a longer peri(jd than one year from tlu; date of such
mortgage aiul in case the nH)rtgage is executed i)i goo<l faith, and sets
forth fully by recital or otherwise, the terms, nature and elfect of the
agreement, and the amount of liability intended to be created, and in
case such m</rtgage is acconn)anie(l by the affidavit of a witm.'ss thereto
nf the due e.^ecution thereof, and hy the allidavit of the mortgagee, or
in case the agreement has been entered into and the moi-tgage tauen by
an agent duly authorized in writing to make such agreement and to
take such mortgage, and if the agent is aware of tlir circumstances
coimectcd therewith, then, if accompi:nie(j by the affi(hi\ it of such agent,
such affidavit, whether of the niorlgagee or his agcni. >lating that the
mortgage truly sets forth the agreement entered inlo between the
parties thereto, and truly states the extent of the liability intended to be
created l)y such agreement and (covencd by such mortgage, and thatsucii
mortgage is executed in good faith an-i for the express purpose of se-
curing tlie mortgagee repayment of his advances or against the payment
of the amount uThis liability for the mortgagor, as the case may be, and
iKjt for the purpose of securing the goods and chattels menti(»ned

.!s:;

2^)2 Cap. 119. Chattd Ifortrjages, Sales, i&c.

tlicroiii a<>jiiiiist tlic croditois of tlie iriovtgagor, nor to prevent sneh
creditors from recovering anv (.'iaims which tliey may have against sueli
mortgagor, and in case snch mortgage is registered as liereinafter pro-
vided, the same shall l)e as valid and binding as mortgrges mentioned
in the pi-eceding sections of this Act. C. S. U. C. c. 45, s. 5.

T. The instruments mentioned in the preceding sections shall be
registered in the otHce of the Clerk of the County Court of the County
or Union of Counties where the mortgagor or bargainor, if a resident
in Ontario, ref^ides, at the time of the execution thereof, or, if he is not
a resident, then in the olHce of the Clerk of the County Court of the
County or Fnion of Counties wliere the pi'operty so mortgaged or sold
is at the time of the execution of such instrument; and such clerks shall
file all such instruments presented to them respectively for that purpose,
and shall endorse thereon the time of receiving the same in their re-
s[)ective offices, and the same shall be kept there for the inspection of all
persons interested therein, or intending or desiring to acquire any in-
terest in all or any portion of t)ie property covered thereby. C. S. IJ. C.
c. 45, s. 7.

H, The said Clerks respectively shall nund)er every such instru-
ment or copy filed in their otfices, and shall enter in alphabetical order
in books to be provided by them, tlie names of all the parties to such
instruments, with the numbers t ^-^^orsed thereon opposite to eacliname,
and such entrv shall be repeated phabeticallv under the name of every
party thereto.' C. S. V. C. c. 45, s. S.

9. In the event of the ]>ermanent removal of goods and chattels
mortgaged as aforesaid from the County or I'nion of Counties in which
they were at the time of the execution of the mortgage, to another
(bounty or I'nion of Counties before the payment and discharge of the
mortgage, a certitied copy of such mortgage, under the hand of ihe
Clei-k of the County ( 'ourt in whose otnce it was first registered, and
under the seal of the said Court, and of the afKdavits and documents
and instruments relating thereto tiled in such office, shall be filed with
the Clerk of the County Court of the County or Union of Counties to
which such goods and chattels are removed, within twt> months from
such removal, otherwise the said goods and chattels shall be liable to
seizure and sale under execution, ;ind in such case the mortgage shall be
null and void as against subse(|.ieiit purchasers and mortgagees in good
faith for valuable consideration as if never executed. C. S. V. C. c. 45,
s. ; 40 y. c. 8, s. 2l».

RENKWAL OI-' MOUT(iA(iKS.

10. Every mortgage, or copy thereof, tiled in pursuance of this
Act, shall cease to be valid as against the creditors of the persons mak-
ing the same, and against subscfpient jiurchasers or mortgagees in good
faith for valuable consideration, after the expiration of one year from
the tiling thereof, unless within thirty days next i)receding the expira-
tion of the said term of one year, a true copy of such nic/tgtige, to-
gether with a statement exhibiting the interest of the mortgage in the
property claimed by virtue thereof, and a full statement of the amount

Chattd MoTtijatjes, Sales, i&c. Cap. 110. 2G3

Btill due for principal and interest thereon, and of all payments made
on account thereof, is again tiled in the office of the Clerk of the
8aid Count} Court of the County or Tniun of Counties wherein such
goods and chattels are then situate, with an affidavit of the moi-tgagee
or of one of several mortgagees or of the assignee, or one of several
assignees, or of the agent of the mortgagee or assignee, or mortgagees
or assignees, as the case may be, duly autliorized in writing for that
purpose (which authority shall be tiled therewith), stating that such
statements are true, and that the said mortgage has not been kept on
foot for any fraudulent purpose. (/. S. U. C c. 45, s. 10; 40 V. c. 7,
Sched. A. (135).

11. The affidavit required by the tenth section may be made by
any next of kin, executor or administrator of any deceased mortgagee, or
by any assignee claiming by or through any mortgagee, or any next of
kin, executor or administrator of any such assignee ; l)Ut if the alHdavit
is made by any assignee, next of kin, executor or administrator of any
such assignee, the assignment, or the several assignments tlirough whidi
such assignee claims shall l)e tiled in the office in which the ujortgage is
tiled, at or before the time of such retiling by such assignee, next of kin,
executor or administrator of such assignee. 4t> V. c. 21, s. 5

KVIDENOE OK RKCilSTKATION.

12. A copy of such original instrument or of a copy thereof, so
tiled as aforesaid, including any statement made in pursuance of this
Act, certified by the Clerk in whose office the same has Iteeu tiled,
under tlie seal of the Court shall be received in evidence in all Courts,
but only of the fact that such instruments or copy and statement were
received and filed according to the endorsement of the Clerk thereon,
and of no other fact; and in all cases the original endorsement by the
Clerk made in pursuance of this Act. upon any such instrument or copy,
shall be received in evidence only of the fact stated in such endorse-
ment. C. S. U. C. c. 45, s. 11.

I)lS<'nAK(iK OF MoliHiAOES.

13* Where any mortgage of goods and chattels is registered
under the provisions of this Act, such mortgage may be dis(,-harged, l)v
the tiling, in the office in which the same is registered, of a certilicate
signed by tiie mortgagee, his executors * administrators, in the form
given in the Schedule hereto, or to the like etfect. 40 V. c. 21, s. 1.

14. The officer with whom the i battel mortgage is tiled, upon
receiving such certificate, duly proved by the atlidavit of a subscribing
witness, shall, at each place where the number of such mortgage has
been entered, with the name of any of the parties tliercto, in the book
kept under section eight of this Act, or wherc\cr otho'wisc in the said
book the said mortgage has been entered, write the vronis, " /h\sc/i(f/-//,_'<i
hy certijicatc nnmher {■r'tx\tm)l \\\v nnmlier of the certiticato," and to
the said entry such officer shall afHx his name, and he shall als.) endorse
the fact of such discharge upon the instrument discharged, and shall
affix his name to such endorsement 40 Y. c. 21, s. 2.

15. Where a mortgage lias been renewed under section ten of
this Act, the endorsement or entries recpiired by the preceding section

26i Cap. 119. Chattel Moi'tyayes, Sales, tfcc.

iO^^^^^^^^I

1 I^^^^H

.i^^^l!

to ])e madu, need only be made upon tlie copy tiled on tlic last renewal,
and at tlie entries of such copy in the said hook. 40 V. e. 21, s. 3.

IS. In case any registered chattel mortgage has heen aflsigned,
such assignment may, upon proof by the afHdavit of a subscrildng wit-
ness, be numbered and entered in the alphabetical chattel mortgage
l)Ook, in the same manner as a chattel mortgage, and the proceedings
authorized by the three next preceding sections of this Act may and
shall be had, upon a certiticate of the assignee, proved in manner
aforesaid. 40 V. c. 21, s. 4.

MORTGAGES AND SALKS OF CIIA'ITELS IN INOKifANIZED DISTRICTS.

IT. When the mortgagor or bargainor named in any instrument
subject to the provisions of this Act is a resident in a Provisional
.hulicial District, or if such mortgagoi* or bargainor is not at the time
of the execution of such instrument a resident in Ontario, but the per-
sonal ])roperty mortgaged or sold is within a Provisional Judicial
District, then the provisions of this Act shall apply to such instrument
with the substitution of '' the Clerk of the District Court. " for " the
Clerk of the County Court ; " but this section shall not apply to any
portion of a Territorial District which forms part of a provisional
Judicial district. 40 Y. c. 24, s. 14.

IH. If the mortgagor or bargainor named in any such instru-
ment is resident in a Territorial District, or if such bargainor or mort-
gagor is not at the time of the execution of such instrument a resident
in Ontario, but the personal property mortgaged or sold is within a Ter-
ritorial District, then the provisions of this Act shall apply to such
instrument, with the substitution of "the Clerk of the first Division
Court of the District'' for the "Clerk of the County Court," and with
the substitution of '' ten days" for '' live days," as the time within
which the instrument or a copv thereof shall be registered. 40 V, c.
24, s. 14(2).

1». If the mortgagor or bargainor named in any such instru-
ment, resident in the lemporary Judicial District of Nipissing, or if
such bargainor or mortgagor is not at tlie time of the execution of such
instrument a resident in Ontario, but the personal property mortgaged
or sold is within the said Temporary Judicial District, then the pro-
visions of this Act shall apply to such instrument, with the substitu-
tion of " the Clerk of the County Court of the County of Renfrew"
for " the Clerk of the County Court," and with the substitution of
" twenty days" for "live days," as the time within which the instrument
or a copy thereof shall be registered. 40 V. c. 24, s. 14 (3).

20. Every instrument executed before the first day of July, one
thousand eight hundred and seventy-seven, and which, had it been
executed after said day, would recjuire registration under the preceding
provisions, shall be registered on or before the first day of January, one
thousand eight hundred and seventy-eight, in the manner required by
the provisions of thi Act, and thereafter every such instrument which
under the provisions of this Act, requires renewal shall, unless duly
HMiewed, become void in accordance with the provisions of this Act.
40 V. c. 24, s. 14(4).

SSI. Nothing in tlie four preceding sections shall be used to aid

Chattel MartgagtSy Sales, (&c. Cap. 111). 265

, one

been

3ding

, one

d by

,'hich

duly

Act.

:o aid

in deterininiiifr whether or not chapter forty-tive of the Consolidated
Statutes of Upper Canada was, prior t<^ the first day of July, one
thousand eiglit hundred and seventy-seven, in force in any Territorial,
Temporary Judicial, or Provisional Juidicial District. 40 V. c. 24, s.
14 (5).

FEES.

33* For services under this Act the Clerks aforesaid shall be
entitled to receive the following fees:

1. For tiling each instrument and affidavit, and for entering the
same in a book as aforesaid, twenty-five cents ;

2. For tiling assignment of each instrument and for making all
proper endoreements in connection therewith, twenty-tive cents ;

8. For tiling certificate of discharge of each instrument and for
making all proper entries and endorsements connected therewith,
twenty-tive cents ;

4. For searching for each paper, ten cents ; and

5. 1^'or copies of any document with certificate prepared, tiled
under this A^r, ten cents for every hundred words. C. S. IT. C c. 45,
6. 14; 40 V^c. 21, s. 6.

mSCELL:VNEOUS.

23. All the instruments mentioned in this Act, whether for the
sale or mortgage of goods and chattels, shall contain such sufficient and
full description thereof that the same may be thereby readily and easily
known and distinguislied. C. S. V. C. c. 45, s. 6.

24. All affidavits and affirmations required by this Act shall be
taken and administered by any Judge or Commissioner for taking affi-
davits in and for the Courts of QiLcen's Bench or Common Pleas, or a
Justice of the Peace, and the sum of twenty cents shall be paid for
everyN)ath thus administered. C. S. U. C. c. 45, s. 12.

25. This Act does not apply to mortgages of vessels registered
under the provisions of any Act in that behalf. C. S. U. C. c. 45, s. 15.

SCHEDULE.
{Section 13.)

FORM OF mSCUARGK OF MORTGAGE.

To the Clerk of the County Court of the County of

I, A. E., of do certify that

has satisfied all money due on, or to grow due on a certain chattel mort-
gage made by to , which mortgage
bears date the day of , A.D. , and
was registered (or in case the mortgage has been renewed under section
ten, was re-registered."! in the office of tlie Clerk of the County Court
of the County of , on the , A.D , as
No. {hers 7nention the day and date of registration oj^ such assign-
ment thereof, and the nanus oftJie parties, or mention that such mort-
gage has not been assigned, a» the fact may be) ; and that I am the
peraon entitled by law to receive the money; and that such mortgage
is therefore discharged.

Witness my hand, this day of A.D.

One wittiess statin/j residence \ ad

and oceu^ation. \

^'^

260 Cap. 5. Winding uj) Joint Stock Companies.

C II A P. V.

41 Vic.

An Act respecting the winding up of Joint Stock Companies.

Seution.

tiictiun.

WM:.

1. SliDrt title, j

2. Application of Act.

3. " Court ; " I'ower of County Court

Judge. " Contributory ; " case of death
of contributory. "Extraordinary rcso
lutioi. , " " .Special Resolution."

4. When romp.inies may be wound up vol-

untarily : on special resolution : on ex-
traordinary resolution for liabilities.

5. When by order of the court.

6. Time and commencement of winding up;

r^istration of winding up.

8. Consequences on commencing to wind

up ; extent to which conii>any to exist
after commencement of winding up.
Transfer of shares ; proix;rty of com-
pany. Liquidators, appointment of ;
remuneration ; security. One liquida-
tor : cesser of ])owers of liquidators ;
powers of several liquidators. A])point-
ment of inspectors ; revocations ; re-
muneration. Directions as to the dis-
posal of property of the company by
liquidation.

9. Description and general power of liqui-

dator ; bring actions ; carry on busi-
ness ; sell property ; sale of debts ;
draw. &c,, bills and notes; take out
letters of administration to deceased
contributors and collect debts ; execute
deeds ; other things ; company's seal.

Time for creditors to send in claims may
be fixed ; liquidators may distribute
after expiring of time to creditors to
claim.

General scheme of liquidation may be
authorised and compromises with cred-
itors.

Power to compromise with debtors anil
contributories ; take security.

Power to accept shares, iS:c., as a consid-
eratiim for sale of property to another
com])any. .Sale or arrangement by
liquidators binding unless a member
objects ; proceedings on objection.
Special resolution not invalid because
prior to resolution 10 wind up. Price
payable to objecting member ; mode of
determining price ; arbitration ; nuijor-
ity to deternime disputes ; umpire.

14. Settle list of contributories ; shareholders"

liability tocontribute; case of transfer of
shares by shareholder ; contributories
liable in a representativa character to
be distinguished in list ; when real
representatives need not be inserted ;
list evidence ot liability.

15. Settlement of list by the court ; proce-

dure on settling list by the court
Certificate of result of settlement.

10.

12,

20.
21.

22.

16. Provision for administration if personal

representative fails to pay.

17. Calls on contributories.

18. Contributories liable to arrest like deb-

tors under Revised Stat. c. 67.

19. Employment of counsel by Lii|uidators ;

Licpiidators or Inspectors not to jnir-
chase assets of Company ; deposit in
bank by Liquidators ; separate deposit
account to be ke|)t ; withdrawal from
account ; Liquidators to iiroduce bank
pass book at meetings, iS;c. ; Li(iuidator
to produce bank [lass l)ook when
ordered ; Liquidator nd inspector to be
subject to sunima: jurisdiction of
Court ; obedience how enforced.

Costs and expenses

Remuneration of liquiilators in case no
other fixed.

Filling vacancies in office of liquidator.
General meetings during winding up ;
annual meetings ; liquidators to call
meeting of contributories ; subsequent
meetings : where meetings to be held ;
one mode of giving notice of meeting ;
another mode of notice of meeting ;
voting to be in person or by proxy ;
scale of viMes.

23. Applications to the court ; stay of action

against company before oider to wind
up ; stay of action after commence^ient
of winding up. .Settlement of list of
contributories ; meetings of contributo-
ries may be ordered ; chairman ; order
for delivery by contributories and
others of property, iSic. ; order for pay-
ment by contributories; power to order
payment into a bank to account of
official liquidator ; order on contribu-
tory to be conclusive eviiience, except
as to real estate of deceased ; inspection
of books; examination of persons be-
fore C'ourt or Liijuidator ; pro<luction
of books, iS:c. ; penalty on person sum-
moned not attending ; mode of exami-
nation ; subptenas ; liens ; power of
court to assess damages against delin-
quent directors, <.\:c.

24. Proceedings by contributories at their

own expense and for their own benefit
only.

25. Killing vacancies in office of liquidator;

ap|K)intment l)y Court. Removal of
liquidator; case of no liquidator.

26. Rescinding of resolutions, tVc, by the

Court; confirmation on varying resolu-
tions, &c.; costs.

27. Appeals; security for damages and costs;

dismissal of appeal; judgment final.

1878.

WimUrtg up Joint Stock Companies. Cap. 5. 267

lal

Section,

28. Towers of Court lo he in addilion to
other power.
■ 29. Knfurcing of Orders ; Powers of ("oimty
Courts.

30. County Courts to l)e auxHiar)'. Transfer

to another Court.

31. Knforcenient of order of one Jourt l)y

another.

32. I'etition on windinj:; up ; course of C'ourt

on hearinj; of peliiion.
^^. Stay of proceedings lo wind up.

34. Rules of procedure in tirdinary cases, &c. ,

to apply ; aineiidnienls.

35. Language (jf proceedings, iVf .

36. Hooks, (Sic, lo he prinin Jaiie evidence.

37. Service of suhjxi'nas, iVc.

38. Length of notice of proceedings. .Service

of notice.

39. Affidavits, hefore wiioni sworn ; Courts,

dtc, to take judicial notice of seals,
signatures, i;c.

tiection.

40. Account of win<'ing up to he made hy

liijuidator to a general meeting ; return
of holding of meeting to he sent lo
Provincial .Secretary. Dissolution of Co.

41. Order for Dissolution. Report lo Pro-

vincial Secretary.

42. Penalty on default in reporting hy liquid-

ator cir in making return.

43. Disposition nf unclaimed dividends.

44. Deposit i)y lii|uidator after dissolution t)f

moneys with sworn statement. Penalty
on omission ; Money deposited to lie
three years; Disjiosal of hooks, (Sic,
after winding uj); after five years re-
sponsihility as to custody of hooks, &c.,
to cease.

45. Board of county judges to m.ike rules

and forms as to proceedings and costs,
iVc. ; allowance or disallowance hy court
of appeal ; practice till allowance of
rules, &c.

\ Assented to 1th March, 1878.]

i, Miijestv. l)y and witli tlie advice and consent of the Legislative
Assembly of the Province of Ontario, enacts as follows: —

1. This Act may be cited as the "Joint Stock Companies' Wind-
ing-up Act."

3. Tliis ^Vct shall apply to all incorporated companies or associ-
ations incorporated hy the Legislature of the Province of Ontario, or
under the authority of Any '^ * T this Province, and to all companies
and associations which vh' ncorporated by the Parliament of the
l*rovince of Upper Canad.., jC of the Province of Canada, or under the
authority of iuiy Act of the Province of Canada, whose incorporation
and the aliairs 1 hereof, in thi particulars hereinafter mentioned, are
subject to the legislative authority of this Province.

INTKRPKETATION.

3« Vii- .0 otherwise expressed, or otherwise indicated by the con-
text, the w. d "Court,"' as used in this Act, means any county court ;
and any judge of a county court may either in term time or in vacation
exercise all the powers conferred by this Act upon the court ;

2. The term "contributory''' means every person liable to eon-
tribute to the assets of a compiuiy under this Act, in the event of the
.same being wound-up: it shall, also, in all proceedings prior to the final
determination of s'.ich persons, include any person alleged to be a
contributory ;

8. If any contributory dies either before or after he has been
placed on the list of contributoric.s hereinafter mentioned, his personal
representatives, lieirs 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 decotised contributory, and such personal repre-
sentatives, heirs, and devisees shall be deemed to be contributories
accordingly ;

I li!»

! • /

268 Cap. 5. Witrdin<j up Joint Stock. Companies. 41 Vic.

4. The oxprcRHion " extraordinary rewlutioii " in this Act means a
resolution uiixsed hy a majority of not less tliau tliree-fourtlis of such
members of tlie com])any, iFor the time beinj; entitled to vote, a« may be
present in person or by ])r(>xy (in eases where, by the Aet or eharter or
mstrument of incorjjoraticwi or the regulations of the com[)any, proxies
are allowed), at any general mectini; of which notice specifying the in-
tention to propose such resolution has been duly given ;

5. The expression " special resolution'' in this Act means a resolu-
tion parsed in the manner necessjiry for an extniordinary resolution,
where the resolution after having been so passed lu* aforesaid has been
confirmed by a majority of such membei*8 (entitled according to the
Act, charter or instniment of incorporation or the regulations of tlie
comj)any to vote) Jis may be present in ■•' '"son or by proxy, at a sub-
se(pient general meeting, of which notice has Ixjen 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 iii-st passed.

WHEN COMP. MKS MAY UK WOUND IT.

4. A company may ho wound u]) under the Act :

1. Where the period, if any, fixed for the duration of the company
by the Act, charter or instrument of incorporation has expired ; or
where tlie event (if any) has occurred, ii]>on the occurrence of which it
is provided by the Act or chartei" or instrument of in('ori)oration tliat
the com])any is to be dissolved ; and the company in general meeting
has passed a resolution recpiiring the company to be wound up;

2. AVhere the company has passed a special resolution (^as hereinbe-
fore defined) re(|uiring the company to be wound up ;

3. Where the comi)any (^though it may be solvent as respects credi-
tors) lias passed an extraordinary resolution (as hereinbefore defined) to
the effect that it has been proved to their satisfaction that the company
cannot by reason of its liabilities continue its business, and that it is
advisable to wind up the same.

5. Where no such resolution has been passed as mentioned in the
preceding section, the court may, on the application of a contributory,
make an order for winding up, in case the court is of opinion that it is
just and equitable that the company should be wound uj).

C A winding up shall be deemed to commence at the time of the
passing of the resolution authorizing the winding up, or of making the
order directing the winding up.

KWilSTKATION.

T. A copy of the resolution or order for winding up, cerLified ])y
the liquidator, may be registered in the registry ofiice of any county,
riding or registration division wherein the company may have any real
estate ; such resolution or order shall be accompiinied by a description of
the real estate belonging to the company in the county, and certified by
*ho liquidator to bo a correct description ; and the registrar shall register
the said order and description upon payment to him of a fee oi one
dollar.

1878.

Winding up Joint Stock Companies. Caji, 5. 269

CONSEQUKNCES OF COMMKNCINO TO WIND DP.

S. The following consequences shall ensne upon the coininenco-
ment of the winding up of a company under the authority of this
Act :

(1). The company shall, from the date of the commencement of
such winding up, cease to carry on its business, except in so far as may
be required tor the beneficial winding up thereof ; and any transfei*sof
shares, except transfers made to or with the sanction of the li<(uidators,
or any alteration in the status of the members of the company, after
the commencement of such winding up, shall be void, but the corporate
state and all the corporate powers of the company shall, notwithstand-
ing it may be otherwise provided by the .Vet charter or instrument of
incorporation, continue until the atfaii's of the company are wound up.

(2.) The property of the company shall be applied in satisfaction
of its liabilities ; and subject thereto, and to the charges incurred in
winding up its affairs, shall (unless it is otlierwise provided ft>r by the
Act, Cliarter, or Instrument of Incorporation) l)e distributed amongst
the members according to their right and interests in the comj>aiiy.

(3.) Liquidators shall be appointed for the purpose of winding up
the affairs of the company and distributing the [Moperty.

(4.) The company, in general meeting, shall appoint such persons
or person as the company thinks tit to be liquidators 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 deter-
mine.

(5.) If one person only is appointed, all the provisions herein con-
tained in reference to several liquidators shall apply to him.

(6.) Upon the appointment of liquidators, all powers of the
director shall cease, except in so far as the company in general meet-
ing, or the liquidators, may sanction the continuance of such powers.

(7.) Where several litpiidators are appointed, every power hereby
given may be exercised by such one or more of tliem as tnay be deter-
mined attlie time of the appointment, or at a subsequent meeting, or
in default of such determination, by any number not less than two.

(8.) Tlie contributories may at any meeting appoint one or more
Inspector or Inspectors, to superintend and direct the proceedings of
the Liquidator in the management and winding up of the estate ; and
in case of an Inspector being appointed, all the jwwers of the Liqui-
dator shall be exercis subject to the advice and direction of the In-
spectors ; 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 1* rovinco
of an Inspector, may appoint anotlier in his stead ; and sucli Inspector
may be paid such remuneration as the contributories may determine ;
and where anything is allowed or directed to Ikj done by the Inspectors,
it may or shall be done by the sole inspector, if only on has been ap-
pointed.

I*!|

'!!.!

"i ;

,.'

270 Cap, 5. Wi/tiding up Joint Stock CompanieJi.

41 Vic.

(9). The contribntories may, at any meetiii}?, pass any resolution or
order, dire'iting tlie li<jui(hitor how to dispose of the property, real or
personid, of the company ; and in default of their doinij so, the ii(iuida-
tor shall be subject to the directions, orders and instructions which he
from time to time receives from the Insj)ectors, if any, with regard to
the mode, terms and conditions on which he may dispose of the whole
or any part of the property of the company.

(iKNKKAI, I'OWKUS OF LUillDATORS.

9. The li(piidator may be described in all proceedinjxs by the style
of " A.ll, the li()uidator of" (the particular company in rc-^ncct of
which lie is appointed), and shall Iiave power to do the following
things :

1. To bring or defend any action, suit or other legal proceeding in
the name, and on behalf of, the comjiany ;

2. To carry on the business of the cfmipanyso far as may be neces-
sary for tlie beneficial winding up of the same ;

3. To sell the real and personal property of the company by ])ublic
auction or private contract, according to tlif ordinary mode in which
such sales are made, Avith power to transfer the whole property to any
person or company, or to sell the same in parcels, and on such terms as
shall seem most advantageous ; but no sale of the assets en hloc shall be
made without the previous sanction of the contributories given at a
meeting called for tliat purpose ;

4. And in case, after having acted with due diligence in the collec-
tion of the debts, the liquidator finds that there remain debts due, the
attempt to collect which would be more onerous than beneficial to the
estate, he shall report the same to the contributories or inspectors (if
any) ; and, with tneir sanction, he may sell the same by public auction,
after such advertisement thereof as they may order ; and pending such
advertisements, the li(iuidator shall keep a list of the debts to be sold,
open to inspection at his office, and shall also give free access to all
documents and vouchers explanatory of such debts ; but all debts
amounting to more than one hundred dollars shall be sold separately,
except as herein otherwise provided ;

5. To draw, accept, make, and endorse any bill of exchange 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 recpiisite sum or sums of money ; and the drawing, accepting, mak-
ing or endorsing of any such bill of exchange or promissory note as
aforesaid, on beualf of the company, shall have the sanie effect, with
respect to the liability of the company, as if such bill or note had been
drawn, accepted, made or endorsed by or on behalf of such company in
the course of carrying on the business thoreof :

6. To take out if necessary, in ^"'s official name, letters of admin-
istration to any deceased contribute 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 estatt;, and wliich act can-
not be conveniently done in the name of the company ; and in all cases

1878.

Windintj up Joint Stock ComjHinies. Cap. 5. 271

time,

muk-

ote as

with

l)een

uy in

where lie takes out hitters of iidiniiiistration, orothcrwific ufles liiflotlicial
'airie, for (»htaiiiin<; payment of any money due from a contrihutorv,
Hueh money shall, for the purpose (»f eiiahlin;^ him to take out siieli
letters or recover such money, he deemed to he due to the li<piidator
himself;

7. To execute in the name of the company all deeds, receipts and
other documents ;

8. And to do and exercise all other acts and thinj^s that may ho
necessary for the \vindiii;j^ u|> of the atTair< of tlu^ company and the dis-
tril)Ution of its assets; and for such purposes to use when necessary the
Company's seal.

10. The li(piidiitor may fix a certain day or certain days on or
within wlii(!h creditors of the Company and others havin<ij claims there-
on are to send in their claims.

2. Where ii licpiidator has fjiven such or the like notices of the said
day as would he ^nveii by the (/ourt of Chancery in an administratiim
suit for creditors and others to send in to an executor or administrator
their claims aji:aiust the estate; oF a testator or intestate, the licpiidator
shall, at the expiration of the time named in the said notices, (»r the last
of the said notices, for sending; in sucli claims, be at liberty to distribute
the assets of the ('ompany, or any part thereof, amongst the parties
entitled thereto, havinii; rej^ard to the claims of which tlie licpiidator
lias then notice: and tlie licpiidator shall not he liable for the assets or
any part thereof so distributed to anv person of whose claim such licpii-
dator had not notice at the time of tli.stributing the said assets or a part
thereof, as the case may be : hut nothing in the present Act contained,
shall prejudice the right of any creditor or claimant to follow assets
into the hands of the person who may have received the same.

11. The liquidators may, with the sanction of an extraordinary
resolution of the company, make such compromise or other arrangement
as the licpiidators deem expedient, with any creditors, or persons claim-
ing to be creditors, or persons having or alleging to have any claim,
present or future, certain or contingent, ascertained or sounding only in
damages, against the Company, or wherehy the Company may be ren-
dered liable.

12. The licpiidators may, with the sanction of an extraordinary
resolution of the Company, compromise all calls and liabilities to calls,
debts, and liabilities capable of resulting in debts, and all claims, whether
present or future, certain or contingent, ascertained or sounding only in
damages, subsisting or su])})osed to subsist between the company and
any contributory or other debtor or i>erson apprehending liability to the
company, and all (juestions 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 he agreed upon ; with })ower for the lic{uidators to take any security
for the discharge of such debts or liabilities, and to give a complete dis-
charge in respect of all or any such calls, debts or liabilities.

13. Where any company is supposed to be or is in the course of

IMAGE EVALUATION
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I

272 Cap. 5. Winding vp Joint Stock Compcmies.

41 Vic.

I>eing wound up, and the whole or a portion of its business or property
is proposed to Ikj transferred or sold toanotlier company, the liqniaators
of the first mentioned company, with the sjmctionot a special resolution
of the company by whom they were appointed confemng cither a gen-
eral authority on the licjuidators or an authority in respect of any par-
ticular arrangement, can receive, in compensation or in part compensation
for such transfer or sale, shares or other like interest in such otner com-
pany, for the purpose of distribution amongst the members of the conj-
pany which is l)eing wound up, or mav, in lieu of receiving cash, shares
or other like interests, or in luidition thereto, participate in the profits of
or receive any other l)enefit from the purchasing company.

(2.) Any sale made or arrangement entered into by the licpiidators
in pursuance of this section shall be binding on the members of the
Company wliich is being wound up, subject to this proviso, that if any
memoer of the Company which is being wound up, who has not voted
in favor of the special resolution passed l)v the Company of which he is
a member, at either of the meetings held for passing the same, expresses
his dissent from any such special resolution, in writmg, addressed to tlio
liquidators or one of them, and left at the head oflice of the Company
not later than seven days after the date of the meeting at which such
special resolution was pivssed, such dissentient memlxjr may recpiire the
iKpiidators to do one of the following things as the iKjuidators may pre-
fer, that is to say : (1) Either to abstain from carrying such resolution
into effect ; or (2) to purchase the interest held by such dissentient
memlMjr, at a price to be determined in manner hereinafter mentioned,
such purchase-money to be paid before the Company is dissolved, and
to be raised by the liquidators in such manner as may be detennined by
special resolution.

(3.) No special resolution shall be deemed invalid for the purposes
of this section l)y reason that it is pjissed antecedently 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 memlwr may be determined by agreement ; but if the par-
ties dispute al)out the same, such dispute shall be settled by arbitration ;

(5.) For the purpose of such arlntration the Jiquidator 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 appoint a third arbitrator ;

(6.) The arbitnitors thus chosen or any two of them, or the arbi-
trator of one party and an arbitrator appointed by the county judge (in
case of the refusal or neglect of either party to appoint an arbitrator)
shall finally determine the matter in dispute ;

(7.) In case of the disagreement of two arbitrators, where two only
are acting, they may appoint an umpire, whose award shall be con-
clusive.

LIABILnr OF OONTRreUTOBIES.

14. As soon as may be after the commencement of the winding
up of a company, the liquidator shall settle a list of coutributories.

1878.

Winding uj) Joint Stock Companies. Cap. 5. 273

2. Every shiireholder or meml)er of tho company or his representa-
tive is lialtle to contnlmte the amount unpaid on nis shares of the capi-
tal, or on his liahility to tlie com]>any or to its memhei's or creditors, as
the case may be, under the Act, charter, or instrument of incorporation
of the company ; and tlie amount wliich he is liable to contribute shall
be deemed assets of tho company, and to be a debt due to the company
as payable may be directed or appointed under this Act.

3. Where a shareholder has transferred his shares under circum-
stances which do not by law free him from liability in respect thereof,
or where he is by law liable to the C(»mj)any or its contributories or any
of them to an amount beyond the amount unpaid on his shaves, 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 contril)Utories independently of this Act, and the
amount which he is so liable to contribute sh-ill be deemed assets and a
debt as aforesaid.

4. The list of contributories shall distinguisli between poi'sons who
are contributories as being rej)resentatives of or liable for othere.

5. It shall not be necessary where the personal representative of
any deceased contributory is placed on the list to add the heii"s or devi-
sees of such contributory ; nevertheless such heirs or devisees may be
added at any time afterwards.

6. Any list so settled shall he prima faoie evidence of the liability
of the persons named therein to be contributories,

15. The list of contributories may be settled by the Court, in
which case the li(juidator shall make out and lea\ > at the chambers of
the Judge a list of the c()ntributt)ries of the company ; and such list
shall be verified l)y tho affidavit of the li(|uidator, and shall, so far as is
practicable, state the respective addresses of, and tin; num])er of shares
or extent of -interest to 1)0 attributed to, each such contributory, and
distinguish the several classes of contributories; and such list may from
time to time, by leave of the Judge, bo varied or added to l»y the liqui-
dator.

2. Tlpon the list of contributories being left at the chambers of tho
Judge, the li(piidator shall obtain an appointment for the Judge to
settle the same, and shall give notice in writing of such appointment to
every person included in the list, and stilting in what character; and for
what number of shares, or interest, such person is included in tho list ;
and in cusc! any variation in or addition to such list h at any time made
l»y the lii|uid.ttor, a similar notice in writing shall lie given to every per-
i^on to whom such variation or addition applies. All such notices sliall
III' served four cU'iir days before the day appointed to settle such list, or
such variation or addition.

3. The result of the settlGinent of the lis! of contributories shall
be stated in a certificate by the Clerk of the Court ; and certificates
may be matle from time to time for the purpose of stating the result
of such settlement down to any particular time, or to any ])articular
person, or stating any variation of the list.

16. If any person made a contriljutory as ])ei'8onal representative
19

274 Cap. 5. Winding ujt Joint SU^ck Comj/anies.

41 Vic.

of a de(!eaKO(l contributory makes dofsmlt in payinjj any kuiii to he ))ai(l
by liim, proceed! iij^w may be taken for administering the personal and
real et«tate of such deceiiKod contributory, or either of such estates, and
for compelling payment thereout of the money due.

17. The liipiidators may, at any time and before they have ascer-
tained tjie sutliciency of the assets of the company, call on all or any
of the contributories, for the time being settled on the list of contribu-
tories to pay, to the extent of their liability, all or any sums the
licpiidators deem necessary to satisfy the debts and liabilities of the
company, and the costs, charges atid expenses of winding it up and for
the adjustment of the rights of the contributories amongst themselves;
and the li(juidatoi'8 may, in making a call, take into consideration the
probability that ^ome of the contributories upon whom the call is made,
may partly or wholly fail to pay their respective jwrtions of the same.

l.S. Where a person's name is on the list of contributories or is
liable to be placed tliereon, he shall be siibject in respect of his liability,
and on the ap])lication of the liijuidator, to arrest and im[)risonment,
like any otlujr del>tor ; and he shall for that purpose be deemed a debtor
to the {/'((Uipany. and a debtor to the liquidator, and his arrest may be
by an order of the County Court Jmlge, whether the aniounl of his
liability exceeds or not the ordinary jurisdiction of the said court; an^'
liis being placed on the lit^t of contributories under this Act shall 1
deemed a judgment, and the litpiidator shall be deemed a creditor,
within the niraniug of the Act respecting .\rrest and Imprisonment
for I)el)t; and tiie saiil pi-rsons ^hall respectively have the same reme-
dies, and the County (vourt and Judges an«l thi' ollicers of justice shall
in such cases have tlie same p'.wers and duties (as nearly as may be),
us in corresponding cases under the said Act.

i.iyi idatok's dutiks.

11>. No I.i(iuidator shall employ ai:y ccmnsel, solicito'r, or attorney-
at-law without the consent of the Imspectors, or of the conti ibutories.

2. No Li(piidator or Inspector shall purcluuse. directly or indirectly,
any part of the stock in trade, debts or assets of any description of
the estate.

3. The Licpiidator shall deposit at interest in some chartered bank
to be indicated by the Ins|)ectt)rs or I)y the (-ourt all sums of money
which he may have in his hands, belonging to the company, whenever
such sums amount to one hundred iloUars ;

4. Such deposit shall not l)e made in the name of the liipii^lator
generally, on pain (»f dismissal ; ImiI a separate deposit account shall be
kept for till' company of the moneys belonging to the cosnpany, in the
name of the JJipn'dator as such, ami of the Inspectors (it any); and
such moJieys shall be withdrawn oidy on the joijit clicque of the
Liijuidator and one of the Inspcetcu's, if there bo any.

5. At every meeting of the contributories, the liquidators shall
produce a bank pass book, showing the amount of deposits nuule for
the company, the dates at which such deposits were nuule, the amounts

1 Vic.

1S78.

Winding uj} Joint Stock Comjtanifs. Cap. 5. 275

)C \Yi\\i\

al and
08, and

iwcer-
or any

)ntril)U-
niR tlio

1 of tlio
and for
isolves ;
ion tlie
iH madu,
Hi saniu.

iofi or is
liability,
ouniunt,
a debtor
may be
111 of liis
irt; an^'
eliall I
creditor,
isonnuint
lie reiiu;-
tice shall
may bo),

ittt)rney-

)utorieH.

idirectly,

ition of

•ed bank
money
lienevcr

[uidator

nliall be

in the

ny); and

le of the

>.y.

(trs phall

made for

amounts

witlidrawn and dates of sucli withdrawals ; of which prochiction nion-
ti<»n shall be ni.Mh! in the niinutcrt of such meeting, and the absence of
such mention shall be jtrinui facie evidence that such pass-book was
not produced at the meetings ;

6. The Li(iuidator shall also ))roduce such pass-book whenever so
ordered by the ('ourt at the retpiest of the Inspectors or of a contribu-
tory, and (Ml his refusal to do so, he shall be ti-cated us being in
contetnpt of court.

7. Every Licpiidator or inspector shall be subject to the summary
jurisdiction of the Court in the same manner and to the same extent
!i8 the ordinary oflicei's of the Court are subject t(» its jurisdiction ; and
the performance of his duties may be 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 pro-
pel ty in the hands, possession or custody of a Licjiiidator, may be
obtained by an order of the Court on summary petition, and not by
any suit, attachment, seizure or other proceeding of any kind what-
ever ; and obedience by the Licpiidator to such order may be enforced
by such Court un<ler the penalty t)f imprisonment, as for contempt of
Court t»r dis(;bedienee thereto; or he may be removed in the discretion
of the Court.

EXI'KNSKS.

20. All costs, charges and expenses ju-opcrly incurred in tho
voluntary winding-up of a company, including tiie remuneration o
the liquidators, shall be payable out of the assets of tho company in
priority to all other claims.

21. In case of there being no agreement or provision fixing tho
remuneration of a li(juidator, he shall lie entitled to a commission on the
net proceeds of the estate of the company of everv kind, after deducting
expenses and disbursements, such commission to be of five per cent, on
the amount realized, not exceeding oiii; thousand dollai*s, the further
sum of two and a half per cent, on the amount realized in excess of one
thousand dollars, and not exceeding five thousand dollars, and a further
Kum of one and a ([uarter per cent, on the; amount realized in excess of
live thousand dollars; which said commission shall be in lieu of all fees
and charges for his services.

MKKTINOS OK CON TKinrTOUIKs.

33. If any vac^mcy occurs in the office of liquidatoi's appointed by
the company, by death, resignation or otherwise, a general meeting for
till! j)nrpose (tf filling uj) such vacancy may be conveyed by the continu-
ing li<pii(Iators, if any, or if iioii", then by any contributory of tho
comi)any ;

(2.) The litpiidators may from time to time, during the continuanco
(if the winding up, summon general meetings of the coni|)any for tho
purpose of obtaining the sanction of the company by special resolution
or extraordinary resolution, or for any other purposes they think fit;

(3.) In the event of the winding up continuing for more than ono
year, the li(]uidators shall summon a general meeting of the company,

276 (^ap. 5. MindiiKj up Joint Stock Comjumie^.

41 Vic.

tories, or by tliu court, iuid he shall Htiitc isuceiuctly in thu iiotieu csilliu''

u! msnoct
xiuctly ii

at the end of the first year, and of each succeodiiiji; year from the coni-
niencenient of the windin|^-up, or iw 8^)on thereafter as may be conven-
ient; atid shall lay before such meeting; an account, showin;^ their acts
and deaiinjis, and the manner in which the winding-up has been con-
ducted during the preceding year.

(4.) The li«piidator shall also call meetings of the contriliutories
"wlienever reijuired in writing so to do, by the inspector or five contribu-
tories, or by the court, and he sha"
any meeting tlie j)urpose thereof.

(5.) The contributories may, fiom time to time, at any meeting,
determine where subsequent meetings shall be held : and in th',' absence
of such a resolution all meetings of the contributories shall be held at
the office of the li(|didator or of the company, unless otherwise ordered
by the court.

(0.) Notice of any meeting shall for the puqiosef. of this Act be
deemed to be duly given, an<l the meeting to be duly held, whenever
such notice is given and meeting held in manner [)rescribed by the Act,
charter or inslrument of incorporation, or by the regnlations of the
Comi)any, or by the (^ourt ; oi*,

(7.) Or, notice «>f the meeting may bt; given by publication thereof
for at lea^t two weeks in the Oiiitirlo (razvtt>\ or Ity suck other (jr ad-
ditional notice as the court or the insj)ector or the comi)any may direct,
and by also, excejtt where the court otli(rwis< vlirects. addressing notices
of the meeting to tiie contiibnti^ries within the Province, of contribu-
tories who reside oju of ihe I'rovincj ; and the said notices shall be
])ostod at least ten days before the day on wiiiciii the meeting is to take
])!ace, tile jjostage being prepaid by tlie liipiidator.

(S.) No contributory shall vote at any nier ting uidess present per
sonally, or represented l)y some person having a writren autiiority (to
be filed with the liijuidatctr) to act on his behalf at the meeting or
gi-ncraliy ; an<l when a poll is taken reference shall be had to the nnni-
ber of votes to which each meiid)er is entitled by the Act, charter or
instrument of incorporation or the regulations of the company.

ASSISTANCE OF lUE COURT.

211. The litpiidators or any contributory of the coinpany may
apply to the Court to determine any (piestion arising in tiie matter of
such winding-up; oi to exercise all or any of the powers following;
and the Court, if satislied that tin- deterMiinatioii of such (pu'stion. or
the retpiired exercise (if power, will be just and beneticial, iiniy accede
Avlu>lly or partially to such application, on such terms and subject to
such conditions as the (\»urt thinks tit; or it may make such other
order on such application as the Court thinks just.

2. The Court, at any time after the presentation of a petition for
winding up a comjiany and before making an order for wi iding up the
company, may restrain further i)r(»ceedings in any action, suit, or pro-
ceedingagainst the company (other than under the Insolvent Acts in

1878.

Wi)uUn<f uj) Joint Stork Comjfanies. Cap. 5. 277

it ion for
^ up the
-, (tr pro-
t Acts in

force at the time, or any other uuthority with which tliis Lcj^isljitnre
has no jurisdiction) in and upon such terms as the Conrt thinks fit.

3. The Court in-iy make an onh'r that no suit, action or other
proceedini^ sliail he i)roccede(l with or couinienced aj^ainst the conij)any
except with the leave of the Court, and suhject to such terms as the
Court may impose; hut this section does not apply to jiroceedings under
any Act of the Parliament of Canada under its juuisdiction in matters
of haidcruptcy and insolvency or otherwise; a copy of such order shall
forthwith be advertised as the Court may direct.

4. The Court may settle the list of contrihutories.

5. The ('ourt may direct uieotinip? oi the contrihutories to he sum-
moned, held and conducted in such manner as the I'ourt thinks lit, for
the ])urpose of ascertainin<; their wishes, and may appoint a person to
act as chairman of any such meetinj.;^, and to report the result of such
meetinj; to the ('ourt.

0. The Court may recpiiro any contributory for the time beinj^
settled on the list of contribntorios, or any trustee, receiver, banker, (»r
ai^ent or ollicer of the company, to pay, deliver, convey, surrender or
transfer forthwith, or witiiiii such tinui as the court directs, to or into
the hands of the li(piidator. any sum or balance, books, pa])ers, estate,
or I'fVects whi(^h happen to be in his haiuls for the time beinj;, and to
which tiic company '\!^ j/r'nii(i fdcic entitled.

7. The Conrt may make an order on any contributory for the time
beiiii^ settled on the list of eontribiitories, directing payment to bo
made, in manner in the said order mentioned, of any nu»neys due from
him or from the estate of the person whom he rej)resents, to the com-
pany, exclusive of any moneys which he or the estate of the ])erson
whom he represents 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 i)er-
son from whom money is due to the company to pay the same into
any hank appointed for this purpose in any general t)rdcr made under
this Act, or in default of such bank into any hank named in tlie order,
or into any branch of such bank, to the account of the official li(iuida-
tor instead of to the official li.piidator, and such order may be enforced
in the same manner as if it had directed payment to the official
liquidator.

9. Any order made by the Court in pursuance of tin's Act upon
any contributory shall, subject to the provisions herein contained for
appealing against such order, he conclusive evidence that the money's,
if any, thereby appearing to he due, or ordered to be i)aid, are (\\\q ;
and all other pertitient matters stated in such order are to be taken to
be truly stated, as against all persons, and in all proceedings wliatsoevor,
with the exception of proceedings taken against tfie real estate of any
deceased contributory, in which case such order shall only be jmind

facie evidence for the i)urpose of charging his real estate, iinless his
heirs or devisees were on the list of contrihutories at the time the
order was nuide.

10. The Court may make such order for the inspection by the

■

■1

^llH

i ,

Hr"

■'»

■M

1 i

1 ffl

jHHIiig

378 Cap. 5. Winding uj> Joint Stock Cortipanies.

41 Vic.

creditors and contrilmtories of the compiuiy of its hooks and papers as
the Conrt thinks jnst ; and any hooks and najiers in tlie possession of
tlie company may ho inspected in conformity with the order of the
Conrt, hnt not fnrther or otherwise.

11. The Conrt may, at any time after the commencement of the
winding np of tlie company, summon to appear hefore the Conrt or
liquidator any officer of the company, or any other ))erson known or
sns|H.^cted to have in his possession any of the estate or effects of the
Company, or supposed to he indehted to the Company, or any person
whom the Court may deem eapahle of fjiving information concerning
the trade, dealings, estate or eiTects of the Comi)any ; and in case of
refusal to appear or answer the (piestions snhmitted, he may he com-
mitted and punished by the judge as for a contempt.

12. The Court may require any such otHcer or person to produce
any hooks, papei-s, deeds, writings, «>r other documents in his custody
or power relating to the company.

13. If any person so snninioned, after being tendered the fees to
which a witneas is entitled in the county courts, refuses to come hefore
the Court or liquidator at the time appointed, having lio lawful ini|>e(li-
raent, the Court may cause such pei-son to he apprehended, and brought
before the Court or liquidator lor examination.

14. The Court or liquidator may examine upon oath, any person
appearing, or brought l>efore them in the manner aforesaid concerning
the affairs, dealings, estate or effects of company, and may reduce into
writing the answers of every such peraon, and require him to subscribe
the same.

15. In any proceeding under this Act, the Conrt may order a writ
of (nihpcena ad teHtiJicandum, or of Huhpofna duces tecum to issue,
commanding the attendance as a witness of any person within the
limits of Ontario.

16. Where any person claims any lien on papers, deeds, or writings
or documents produced by him, such production shall be without i)re-
judice to the lien ; and the Court shall have jurisdiction in the winding
up to determine all questions relating to sncli lien.

17. Where in the course of winding up any company under this
Act, it appears that any past or jircsent director, manager, official or
or other liquidator, or any officer of such company has misapplied, or
retained in his own hands, or become liable or accountable for any
moneys of the company, or been guilty of any misfeasance ov breach
of trust in relation to the company, the Court may, on the ai)plication
of any 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 director, manager, or
other officer, and compel him to repay any moneys so mi^'.applied or
retained, or for which he has become liable or accountable, together
with interest after such rate as the Court thinks just, or to contribute
such snmf of money to the assets of the company by way of com-
pensation in respect of such misapplication, retainer, misfeasance, or
breach of trust, as the Court thinks just.

1878.

Winding np Joint Stork Companies. Cap. 5. 279

24. If at any time any contiihntor who desiros to cause any pro-
ccedin;^ to ho taken which, in his opinion, would 1)0 for the hcncfit of
the C(»m])any, and the li(iuidator, under the authority of the eontrihu-
tories or (»f the inspectors, refuses or ne'jlectfi to tal<e such proceedin;^,
after heiui^ (hdy re<]uired ho to do, sucli contrihutory shall have the
ri^ht to obtain an order of the Court authorizing him to take sucdi
proceedinj; in the name of the ]i<piidator or company, hut at his own
expense and risk, u[)on such terms and conditions as to indemnity to
the li(piidat(»r as tiio (,'ourt may prescribe; and thereupon any henefit
derived from such proceeding shall helon;^ exclufiivcly to the contrihu-
tory instituting the same for his henelit, and that of any other contri-
hutory wlut may have joined liini in causing the institution (»f suiOi
proceeding; hut if, hcfore su'-li order is granted, the liquidator shall
signify to the Court his readin&is to institute such prcKH'cding for the
])eneiit of tlie (.'oinpany, an order sliaM In) nuide prescrihiiig the time
within which lie shall do so, ami in that ciise the advantage derived
from such proceeding shall appertain to the C Company.

2tS. If any vacancy occurs in the ottice of liquidator appointed hy
the company, hy death, resignation or otherwise, the company in
general meeting may till up such vacancy ;

2. If from any cause there is no li(piidator acting, either provision-
ally or otherwise, the (Jourt may on the application of a contrihutory,
appoint a li(piidator or liipiidators;

3. The Court may also on due cause shown, remove any liquidator
and appoint another licpiidator ;

4. When there is no li([uidator the estate shall he under the control
of the Court until the appointment of a new liquidator.

20» Any one or more contributories whose claims in the aggregate
exceed five hu!i<lred dollars, who may be dissatisiied with the resolutions
adopted or ordc'i's made by the contributories or the luispectore, or with
any action of the liquidator for the disposal of the property of the
company, or any i>art thereof, or for jwstponing the disposal of the
same, or with reference to any matter connected with the mamvgemcnt
or winding up of the estate, may, within four clear days after the
meeting of the contributories, in case the sul)ject of dissatisfaction is a
resoluticm or order of the contributories, or within four clear days after
liecoming aware or ha\ing notice of the resolution of the inspectors or
action of the liquidator wlieresuch re-olution or action is the subject
of dissatisfaction, give to the liquidator notice that lie 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 such Court, to
rescind such resolutions or I'U's ;

2. The Court, after hearing the inspectors, the liquidators and
contributories present at the time and place so fixed, may approve,
rescind or modify the said resolutions or orders ;

3. In case of the application being refused the party applying shall
pay all costs occasioned thereby, and in other cases the costs and
expenses shall be at the discretion of the Court.

I^B

280 Caj), 5. Winding uj> Joint Stock ConijtfinUs.

41 Vic.

t ;

JJT. Any party wlio is dirtfiatislied witli any order or jlccision of
the Court in any procfcdin^ under this Act may appeal tlierofrom to
tho Court of Appeal, or to any one of the .Ju(l<feri of the said ('i»\jrt ;
but any appeal to a sinj^le Judjje may, in his diseretion, be referred, (»n
a Bpecial case to bo settled, to the full Court, and on such terms in tlic
meantime as he may think nceesHary and just.

2. No 8uch appeal Hhall be entertained unlens tie a))pcllant has,
within eight days from the rendering; of hucjIi final order or judirment,
t'iken proceedings on the said up|)eal, new unless within the wiid time
lie 'uis made a deposit or given Kntliciont security befdro a .Indge that
ho will duly prosecuto the snid ap]x>al and pay such damages and costs
as may be awarded to the respondent.

3. If the party appellant docs not ])rocced with his a|)p(?al, as tho
case may be, according to the law ur the rules of practice, the C(»urt,
on the application of the respondent, may dismiss the ap|)eal, and
condemn the api)ellant to pay the respondent the costs by him
incnrred.

4. The judgment of the said Ct»urt of Appeal shall be final.

2H. Any powers by thin Act conferred on the (,'onrt shall be
doomed to be in addition to, and n(»t in I'cstriction of, any other powers
subsisting, either at law (tr in e(pn'ty, of instituting proceedings against
anj contributory, or against any delttor of the company for the recovery
of auy call or other sums due from such contributory, or against any
debtor of tho company, for the recovery of any call or other sum duo
from such contributory or debtor, or his estate, and such proceedings
may be instituted accordingly.

211. All ordei-s made by the Court may be enforced in the same
manner as ordei*s of such Court made in any suit pending therein, or
orders of the Court under the Insolvent 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 tliereof shall, in addition to their ordinary
powers, have the same power of enforcing any oAlei-s yu\de by it, ixs the
Court of Chancery has in relation to matters within the jurisdiction of
that Court ; and tor the last-mentioned purposes tho jurisdiction of the
County Court Judge shall bo deemed to be co-extensive in local limits
with tno jurifdiction of the Court of Chancery.

30. The various County Courts of the Province, and the Judges
of the said Courts respectively shall be auxiliary to one another for the
purposes of this Act ; and the winding up of a company, or any matter
or proceeding relating thereto, may be transferred fi-om one County
Court to another with the conciuTcnce, or by the order or orders, (»f tho
two courts, or by an order of a judge of the Court of Appeal.

MATTKRS OK I'RACTICE.

31. Where any order made by one Court is required to be
enforced by another Court, an ofHce copy of the order so made, certi-
fied by the clerk of the court which maue the same, and imder the seal
of such Court, shall be produced to the proper officer of the Court

It!

1878.

Winding up Joint Stock Co7nj>anief>. , Cup. 6. 281

ry<iuin!il to enforce tlic sjuno, and tlie prodnction of nxwh copy hIiuII Ik)
Hufiicii'Mt evidence of sncli onler liaviii;jj licen made; and tlien.Mij>on
such last-mentioned Court shall take such steps in the matter as may he
reciuisitc! for enforeini; such (tnler in the same manner as if it were the
order (»f tlie Court enforcing the sjime.

:|2. Any application to tlie Court for \yindinj; up of a company
nnder this A(!t shall he hy ])etition ; and the petition nuiy he presented
hy the company, or hy any contrihutory or contrihutories of the
company.

(2) Upon heariui; the petition the Court may dismiss the same,
with or without costs, or may adjourn the hearing, conditionally or
unconditionally, and may make an interim order, or any other order
that it deems just.

tt3. The Court at any time after an order has heen made for
winding ujt a cf»mpany, may, ujkju the application hy motion (tf anv
contrihutory, and upon proof to tht; satisfaction of the C«)urt that all
proceedings in rclati(»n to such winding up ought to he stayed, make an
order staying the same, either altt)gether or for a limited time, on such
tenns and suhject t<» such conditions as the Court deems lit.

JI4. 1'h«i rules of procedure for the time heing a? to amendmentB
of pleadings and j)rocee(ling8 in tlii^ County Court, shall as Car as j)rac-
ticahle a|)ply to all pleadings and proceedings mider this Act; and any
Court or liipiidator hofore whom such ])rocee<lingR are heing carried on
shall iiave full power and anthority to apply the appropriate rules as to
amendments to the proceedings so pending hefore him; and no ])lead-
ing or proceeding shall he void hy reason of any irregnlarity or defanlt
wliich can or may he amended or disregarded under the ndes and
practice of the Court.

H!i, In every i)etition, application, motion, or other pleading or
proceeding under this Act, the parties jiiay state the facts upon which
they rely, in plain and concise language ; and to the interi)retation
thereof, the rules of constructicm ap|)licahle to such language in the
ordinary transjictions of life shall .ipi)ly.

J)0. All hooks, accounts, and documents of the company and of
the li(|uidator, shall, as hetween the contrihutories of the company, he
prima facie evidence of the truth of all matters purj)orting to be
therein recorded.

37. All rules, writs of tnibprena, orders and warrants issued by
any Couit in any matter or proceeding under this Act, may he validly
served in any part of Ontario upon the |)arty affected or to he affected
thereby, and tne service of them may be validly made in such manner
as is now i)r«scrihed for similar services, and the peraon charged with
such service shall make his return thereof under oath.

3S. Except wlien otherwise provided, four clear juridical 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 a civil suit.

282 Cap. 5. • Winding up Joint Stock Chmjxmiet.

41 Vic.

J i

89. Any affidavit, affirmation or declaration required to Ik; pwom
or made under the |)r<»visi<)n« or for tlie nnrjjones of thin Art, niav be
Hworn or made in Ontario, l>ef(»re the li(|uidat(»r, or before any li(ini(lator,
jud^^c, notary nnldie, eonimiwKioner for takin<; atfichivitrt, or Justieo of
the IVaee ; anu out of Ontario. Itefore any .lu(l<re of a Court of TJeeord,
an}' eonnniwHicmer f<>r takini; affi(hivits to I)e UHed in any Court in
Canada, any notary pul)ne, the cliief munieipal officer for any town or
city, any Uritish eourtul or viee-eonsnl, or any person autht>ri/.ed hy or
under any Statute of the Dominion or of this Province to take
affidavits.

2. All Courts, judges, justices, commis8ionei*s and persons actinj;
judicially, shall take iudicijil notice of the -seal, or stamp (»r si;;nature
(jis the case may h 'f any such ('ourt, jiidjje, notary puMic, commis-
sioner, justice, ehiet .imicipal otHcer, consul, vice-consul, li(pii«lator or
other person, attached, appended or siihscrilied to any such affidavit,
atllrmation or declaration, or to any other document to be used for the
purposes of this Act.

mSSOLUTION OV tOMI'ANV.

40. As soon as the affairs of the coiiii)any are fully wound up, the
liipiidators shall make up an account showin<( the manner in which such
windinj; up has been conducted, and the property of the company dis-
posed of; and thereupon they shall call a <^eneral meeting of the com-
pany for the purpose of having the account laid before them, and
liearing any explanation that may be given by the licpiidators; the
meeting shall be called by advertisement, specifying the time, place,
and ob]e(!t of sucb meeting ; and the advertisement shall be published
one month at leiist previously thereto.

(2.) The liipiidator shall make a return to the Provincial Secretary
of sucb meeting having been held, and of the date at which the siime
was held; whicli return shall be filed in the office of the Provincial
Secretary; and on the expiration of three months from the date of the
tiling of sxkOi return, the company shall be deemed to be d'ssolved.

41. Or whenever the affairs of the company have been completely
wound uj). the Court may make an order that the company be dissolved
from the date of such order, and the company shall be dissolved accord-
ingly : which order shall be reported by the li(piidator to the Provincial
Secretiuy.

42. If the Li(iuidator makes default in transmitting to the Pro-
vincial Secretary the return mentioned in the fortieth section, or in
reporting the order (if any) declaring the company dissolved, he
shall be liable to a penalty not exceeding twenty dollars for every day
during whicli he is in default.

43. All dividends deposited in a Bank and remaining unclaimed
at the time of the dissolution of the Company, shall be left for three
years in the bank where they are deposited, and if still unclaimed, shall
then be paid over by such Bank, with interest accrued tliereon, to the
Treasurer of Ontario, and, if afterwards duly claimed, shall be paid
over to the persons entitled thereto.

-^^tl^li;

1878.

Winding up Joint Stoch ComjKinivK. Cap. fi. 283

aimed

tliree

j, sliall

to the
)C paid

44. Kvi'rv Ii<|iiidator rihall, within thirty days after the date ()f the
(iirtHohitii)!) of the conipany, deposit in the l)ank appointed or named wa
hereinbefore provided for, any <»ther money l«'lon;;in^ to tlje estate
then in his hands not re(piired for any otiier purpose authorized iiy this
Aet, with a sworn statement and account of such money, and that tho
samo is II lu* has in his hands; and he shall ho suhject to a penalty of
not exceeding ten dollars for every day on which he neglects or delays
such payment; and he shall Ikmi dehtor to Her Majesty forsncOi money,
and may he compelled as such to account for and pay over the same.

(2.) The money ►*<• (h'posited shall he left for thret> years in tho
l>ank, and shall he then paid over with interest to the Tre-isiirer of the
Province, and if afterwards chiimed shall he paid over to the persttu
entitled thereto.

{'\.) Where a!iy company lias been wound up under this Act and
is ahout to he dissolved, the books, accounts and docum(>nts of the
company and of the Liipiidators may be disposi'd of in such a way as
the C'ompany by an extmordinary resolution directs.

(4.) After the lapse of live years from the date of such dissolution
no respon.sibitity shall rest on the (\»mpanv (»r the Liciiiidators, or any
one to whom the custodv of such I'ooks, accounts and <locuments has
iieen committed, by reason that the same or any of them cannot be
made foi'thcominj; to any party or parties claiminj; to Imj interested
therein.

Itri-KS TO CAUUV OUT ACT.

46. The lioard of County Jud<;jes from time to time shall make,
and frame and settle the forms, rules and rc<;uIations to be followed
and observed in })roceedin^s under this Act, and shall make rules as to
the costs, fi'cs and charges which shall or may be had, taken or paid in
all such cases by or to attorneys, solicitors or counsel, aiul by or to
otHccrs of courts, whether for tlie otKcers or for the Crown, aiui by or
to sheriffs, or other persons whom it may be necessary to provide for,
oi- for any service performed or work done under this Act.

(2.) The Board of County Jud<j;e8 or any three of them, shall
under tlieir hands, certify to the Chief Justice of tlu; Court of Appeal,
all Rules and lAtrins made under this Act and the .Iu<l^es of the said
Court (of whom the said Chief Justice shall be one) may approve of,
disallow, or amend any such Ivules or forms; and the Ilules a"nd Forms
so approved of (with or-without amendment, as the ca.se may be) shall
have the same force and effect as if they had been made and included
in this Act.

(II) lentil such forms, rules and regulations arc so approved and
subjec^ to any which shall be appi'oved, the ])ractice under this Act
shall in cases not hereiidx^fore provided for, be the same (as nearly as
may be), as under the Insolvent Acts for the time being in force in
this Province,

284 Cap. 20.

Pmoei'x of MorUjcujeea. 42 Vic.

CHAP. X X.

An Act to give Mortgagees certain powers now commonly |

inserted in Mortgages. 1

Section.

Boction . 1

1. Powers incident to mortgages.

2. Receipts for purch.nsc money sufficient

discharges.

3. Notice l)efore sale.

4. Improjx'r sale not to dcfo.-it title of pur-

chaser,

5. Form of notice.

6. Registration of notice.

7. Affidavit for registration ; certified copy

of registered notice to i)c evidence.

8. ApplicMtion of purchase money.

9. Conveyance to the ]nirchaser.

10. Owner of charge may call for title deeds
and conveyance of legal estate.

n. Tax:it ion of costs,

12. Provisions as to sale, etc., not to apply
in certain cases.

\mentcd to llt/i March, 1S79.]

HER ^^aje^tJ•, by and with the advice and consent of the Legishitive
Assembly of the I'rovint-e of Ontario, enacts as foUows:- —

1. Wliere any principal money is secured or charged by deed
hereafter executed on any lierodituiiients of any tenure, or on :iny
interest therein, the per-^ion to \vliom sucli money shall, for the time
being, be jKiyable, his executors, administrators and assigns, shall, at any
time after the ex])iration of six months from tlie time when such prin-
cipal money shall have become payable, according to the terms of the
deed, or sifter any interest on such principal money shall have been in
iirrear for six months, or after any omission to pay any premiutn or any
insurance which, by tlie terms of the deed, ought to be paid by the
person entitletl to tlie |)roperty subject to the charge, htive the follow-
nig powers, to the same extent (but no more) as if they had been in
terms conferred by the person creating the charge, namely :

1. A power to sell, or concur with any other person in selling, the
whole or any part of the property by public auction or private contract,
subject to any rea.sonable conditions he may think lit to make, and to
rescind or vary contracts for sale, or buy in and re-sell the pro];)erty,
from time to time, in like manner.

2. A power to insure, and keep insured, from loss or damage by
fire, the whole or any part of the property (whether affixed to the free-
hold or not) which is in its nature insurable, and to add the premiums
paid for any such insur.mce to the principal money secured at the same
rate of interest.

2. lieceipts for purchase money given by the person or persons
exercising the power of sale liercby conferred, shall be sufficient dis-
charges to the ]>archaser, who shall not be botind to see to the applica-
tion of such purchase money.

3. No such sale as aforesaid shall be made until after three months'
notice in \\'Titing has been given to any subsequent encmnbrancer, and
to the person entitletl to the property subject to the charge and to such
encumbrance, tht notice to be given either personally or at his usual or

1879.

Powers of Mortyageea.

Cap. 20. 285

liist place of residence in this Province, which notice may be given at
any time after any default iu making a payment provided for hy the
deed.

(2.) In case of the death of the person eititlcd subject t<> the
cliarge, and of liis interest therein passing to intaiit heii-s or devisees,
the notice shall be given as aforesaid to his executore or administrators,
as well as to his heirs or devisees, as the cjise may be.

(3.) The notice for an infant heir is to be served upon liis guar-
dian, and is also to be served upon the infant himself, if over the age
of twelve years.

4. But when a sale has been effected in professed exercise of the
powers hereby conferred, the title of the purchaser shall not be liable
to be impeached on the ground that no case had arisen to authorize the
exercise of such power, or that such power has been improperly or
irregularly exercised, or that no such notice as aforesaid has been given ;
but any person danuiitied by any such unauthorized, improper, or
irregular exercise of such power, shall have his remedy against the
person selling.

»>. The notice of sale may be in the following form or to the
following effect :

I herein' rctptire you on ur before the day of

18 , (a day not lesti than three calendar months from
the service of the notice, and not less than six calendar ino7iths after
the default) to pay off" the principal money and interest secured by a
certain indenture, dated the day of 18 and

expressed to be made between {here state parties and descrihe mortgage
pro^perUf) which said mortgage was registered on the day

of [iind -if the inort^jage has hcen assigned, add : and has

since become the property of the undersigned). And I hereby give
you notice that the amount due on the said mortgage for principal,
interest, and costs respectively, is as follows : {.set the same forth).

And unless the said principal money and interest and costs are
paid on or before the said day of I shall sell the

pro])erty comprised in the said indenture under the authority of the
Act entitled "An Act to give to mortgagees certain powers now com-
monly inserted in mortgages." Dated the day
of 18 .

O* The notice of sale of lands may be registered in the registry
office of the registration division in which the lands are situate, in the
same manner as anv other instrument aff'ectinir the land, and such
registration shall have the same effect, and the duties of the registrar
in respect of the sanie shall be as in the cjuse t)f any other registered
instrument, and the fee to be paid such registrar for registering the
same shall be fifty cents.

7. Tlie affidavit for tlie pui-^wse of registering the notice shall be
by the person who served the same, and shall piove the time, place, and
manner of such service, and also that the copy delivered to the
registrar is a true copy of the notice served.

286 Cap. 20.

PovxTs of Mortgagees.

42 Vic.

IE )

¥,

% '

(2.) A copy of atn' such registered notice and affidavit, certified
under tlie liand atul seal of ottice of the registrar, shall in all cases be
received i\& prima facie evidence of the facts therein stated.

8. The money arising by any sale effected as aforesaid shall be
applied by the person receiving the same as follows : first, in payment
of all the expenses incident to the sale or incurred in any attempted
sale ; secondly, in discharge of all interest and costs then due in respect
of the charge in conse(|uence whereof the sale was made ; and thirdly,
in discharge of all the principal moneys then due in respect of such
charge ; and the residue of such money shall be paid to the subsequent
encumbrancers according to their priorities, and the balance to the
person entitled to the property subject to the charge, his heirs,
executors, administrators, or assigns, as the case nuiy be.

O. The person exercising the jjower of sale hereby conferred shall
have power by deed to convey or assign to and vest in the purchaser
the property sold, for all tho estate and interest theieli), which the
person who created the charge had power to dispose of.

10. At any time after the power of sale hereby conferred shall
have become exercisable, the person entitled to exercise the same shall
be entitled to demand and recover, from the ])erson entitled to the
property subject to the charge, all the deeds and documents in his pos-
session or power relating to tlie same i)roperty, or to tfie title thereto,
which he would have been entitled to demand and recover if the same
property had been conveyed, appointed, suri'i.'iulered, or assigned to
and were then vested in him for all the estate and interest Vv'h' the
person creating the charge had power to dispose of ; and whei lie
legal estate shall be outstanding in a trustee, the person entitled to a
charge created by a person ecjuitably entitled, or any purcliaser from
such person, shall be entitled to call for a conveyance of the legal
estate to the same extent as the ])ersou creating the charge could liave
called for such a conveyance if the charge had not been made.

11, The mortgagee's costs may, without any order, be taxed by
the Master in Chancery or Local Masteiyat the instance of any party
interested.

13. So much of this Act as provides for a power to sell shall not
apply in the case of a deed which contains a power of sale ; and so
much of this Act as provides a power to insure shall not ajjply in the
case of a deed which contains a power to insure, nor shall this Act
apply to any deed which contains a declaration that this Act is not to
apply thereto.

1881.

Credit Fonder Franco-Canadian. (^ap. 51. 287
CAP. LI.

An Act respecting the Credit Foncier Franco-Canadien.

Section.

Suction.

Preamble.
I., Powers to he exercised by Credit FOncier
in Ontario.

2. Security to be taken.

3. Power to form divisions of Province for

purposes if business.

4. Brancii offices.

5. Corporation may sue and be sued in
Ontario.

6. A|)iiointment and duties of managers.

7. Official seal.

8. President to execute a procuration to
manager to act for corporation.

9. Power to acquire real estate necessary
for offices

S^Assenied to Uh March, 1881.]

WHEREAS tho Credit Foncier Frauco-Canadieu, incorporated by
the Ktatiite of the Legislatiu'e of tlie Province of Quel)cc, passed
in the 43rd and 4-ttli year of Her Majesty's reign, and chaptered sixty,
ha.s prayed that the mwer of transacting the l)nsine8s of loanijig money
or otherwise, in the Trovince of Ontario, he conferred upon it; and it
is expedient to grant tlie prayer of the said petition ;

Therefore Tier Majesty, by and witli the advice and consent of tlie
Legislative Assembly of the Province of Ontario, enacts as follows : —

1, It shall be lawful for the coqjorati'm created and constituted
under the name of Credit Foncier Franco-l anadien, by the statute of
the Legislature of the Province of (Quebec, cited in the preamble here-
to, to exercise the powers hereinafter mentioned in the Province of
Ontario ;

(1) To lend moiley as a first charge on bond and mortgage on real
estate situate within the Province of Ontario, re2)ayable either at long
date by annuities or at short date, with or without progressive sinking
of the debt ;

(2) To lend money upon the hy])()thecation of bonds and mortgages,
being a first charge on real estate situate within the Province of ( )ntitrio,
repaytible either at long date by annuities or at short date, with or
without progressive sinking of the debt ;

(3) To lend on mortgage or otherwise to municipal or school cor-
poration in tlie Province of Ontario, such sums of money as they may
be authorized to borrow, repayable either at long date by annuities or
at short date, with or without progressive sinking of the debt ;

(4) To acquire by assignment, bonds and mortgages being a first
charge upon real estate situate iii the Province of Ontario ;

(5) To purchase bonds or debentures issued by municipal or school
corporations in the i'rovinceof Ontario, and by incorporated companies
doing business in the Province, and to sell the ssinie if deemed advis-
able ;

(6) To make loans upon or i)urcliasc ]niblic securities of this Pro-
vince, and sell the same if deemed advisable.

i !

288 Cap. 51. Credit Fancier FranahCanadien.

44 Vie.

2. The said corporution sliiill accept as security only real estate of
which the revenues are deemed .sutKcient ;

(1) Tlie amount of each loan shall not exceed one half of the esti-
mated value of the real estate mortj^aged therefor, and the annuity
which the borrower may »»l)Ii<;e himse'f to pay shall not exceed the net
revenue which it may be estimated that the property might yield ;'

(2) Tlie valuation of })roperty offered as security shall be made on
tlie double basis of the net revenue which it is susceptible of yielding
and of the price which it would bring if sold.

3. For the transaction of the business of the said corporation the
bojird of management provided for by tiiesaid statute of the JjCgishiture
of the Province of (Quebec, may, if it deems i)ropcr, divide the Province
of Ontario into two or more di'. isions, and may subsecjuentiy re-divide
such divisions and form others.

4. A branch oflice or agency may be established in the city of
Toronto, and at such other ])laces m the Province of Ontario as the
said board of management mav deem advisable,

5. The said corporation may sue and be sued, complain and defend,
in any court of law or eipiity in the Province of ( )ntario ;

(1) Service of j)rocess may be made upon the said corporation at
its branch offices or agencies in the Province of Ontario; and if tlie
corporation have no known branch office or agency in the Province,
then, upon return to that effect, the Coiirt may order service by publi-
cation, by a notice to be given for one month in the Ontario Gazette,
and such pul)lication shall be held to be due service upon the said cor-
poration.

0< A manager or agent may bea})pointed to administer the affairs
of the said corporation u\ tlie Province of Ontario, or in any division
tliereof which may be established by the said board of manr.gement,
and when a manager is ajijiointed he shall have the powers conferred
and be subject to tlie obligations imposed upon managers by the statute
constituting the said corporation, except as otherwise by this Act
provided.

T. Such corporation may connnit to the custody of such manager
or agent for the time being, an official seal for the purpose of executing
in this Province, such deeds and instrunjents as may be necessary in
carrying out the objects of the corporation therein ; and such seal, from
time to time, may withdraw, alter or renew, and such seal shall be
deen^ed and taken to be the corporate seid of such corj)oratioii for the
execution of all instruments within this Province, and every deed,
conveyance, lease, assignment of mortgage, discharge of moitgago or
other written instrument (»f any kind purporting to be under tl»e cor-
porate seal of the said corj)oration, or under the aforesaid official seal
entrusted to such manager or agent, shall be receivable in evidenco is
jnima facie proof in any court of law or c(|uity in any legal or ecpiitable
proceeding of a civil nature in this Province, and also for the purposes
of the Registry Act," that such deed, conveyance, lease, assigmuent,

1881.

Creclit Fonder Franco-Ccmmlien. Cap. 51. 289

i vision
i;oinont,
iifcrreil
Ktatiite
lis Act

of mortgage, discharge of mortgago, or other written instrument has
been duly executed by such corporation, witliout any further proof of
the said corporate or official seal, or of either of them, or of the apjwint
ment, official character, or signature of the pereonor persons purporting
to have affixed such seal or seals, or to have acted as such manager or
agent.

H. The president of said corporation shall, after the appointment
of any such manager, execute in duplicate a procuration countersigned
by the secretary <»f said corporation, authorizing such manager to act
within the limits of his powei-s, for and in the name of the corporation ;

(1) A duplicate of the procuration shall be deposited in the office
of the Provincial Secretary, and the latter shall give notice in the On-
tario Gazette of such appointment, and of the deposit of the procu-
ration ;

(2) All registrars ai>d all Courts in the Province of Ontario shall
after such notice, receive all deeds passed by the manager witliin the
limits of his ])owers, and before the publication in the Ontario Gazftte
of a notice of the revocation of the procuitition, as sufficient, without
requiring any proof of his power to act.

O. Tlie said corporation may acquire and hold such real estate as
may be necessary for its offices for the transaction of its business in the
I'rovince of Ontario, but the value of the real estate acquired for such
purpose, shall not at any time exceed the sum of one hundred thousand
dollars ; it may, from time to tii»e, lease, mortgage, sell or otherwise
dispose of such real estate ; it may also, for the protection of its invest-
ments, purchase and hold real estate mortgaged in its favor, but it shall
sell, or otherwise dispose of, such real estate so acquired in payment, or
for the protection of its claims, within seven yeai"s from the acquisition
thereof ; meantime it may, from time to time, mortgage or lease the
real estate so acquired atid held.

■

uia^vr
wuting
sary in
il, from
lall 1.0
for the
deed,
iraijc or
lie cor-
ial seal
eiicf? IS
|[uital)lc
lui'poses
Inment,

T'T7Trit';T7

i>ji

20O Cap, 21. I? ft urns by Tneorjtorated Ciympnnics.

CHAP. XXI.

44 Vic.

An Act respecting returns required from Incorporated

Companies.

Section.

1. No action for dcfeult in mnkin;; return to

l)e brought afier receipt of return by
proper officer ; proviso.

2. Limitation of amount of ))en;ilty.

SlK'tioll.

3. When R. S. O., c. 150, s. 49, not to
apply.

4. "Return' — meaning of.

[Aftsented to Mh March, 1881.]

HER MAJESTY, by and with the advice and conHent of the
Legislative Assembly of the province of Ontario, enacts aa
follows : —

1. No action bronght against any incorporated company which is
required, or whose directors or otticers .are reijuired, to malce a return
to the Government of Ontario, or to any officer or department thereof,
or brought against any director or officer of such company, either under
the provisions of the "Ontario Joint Stock Companies' Letters Patent
Act,'' or under any other Act, for not duly making a return in accord-
ance with the recpiirements of any such Act, or for any default in re-
spect of the mode of dealing with such return shall be maintained if
such action is or was commenced subsequent to the receipt by the
proper officer or department of the said Government of the return,
for the non-making of which, or with reference to which such action
is brought, or subsequent to the recei])t by such officer or departiment
of a return for a later year: Provided the return made is, except in
respect of the time at which the same is made, in substantial compliance
with the rejjuirements of the Act under which it is or was made as
aforesaid, and i8<luly verified in accordance with the provisions of such
Act, ixnless such action is brought by the Crown, or by the Attorney-
General of Ontario sueing on behalf the Crown.

2. The entire amount of the penalty or penalties to be recovered
against any company, or the directors or officers thereof, in respect of
any default or default:^ 1 complying with any of the requirements of
the forty-ninth section i»t' the said Ontario Joint Stock Companies'
Letters Patent Act, or in complying with the requirements, in respect
of the making of returns, of any other Act up to the time at which
such action is brought shall not in the whole exceed one thousand
dollars, and in case several actions are brought, either against the com-
pany or against its directore or officers, the court or a judge there(jf
may give such directions as may appear just, either for consolidating
such actions or staying the later action or actions, or any of the said
actions, upon such terms as may be deemed fitting, and so much of any
Act as authorizes the recovery of any greater penalty is hereby repealed.

3« The forty-ninth section of the said Revised Statute shall not be
held to apply or to have applied to any company until the first day of
February next after the first thirty-first day of December, after such
company has been organized, or has gone into actual operation, which-

til

h i\

4 Vic.

)rated

I, not to

881.]

of the

lacts aa

1881.

Meturns by Incorporated Companies. Cap. 21. 291

ever shall first happen, and shall not be IjeUl to apply to any company
which has ceased to carry on business ; and upon its being proved that
any company to which this Act applies did not transact any business
(other tlian the payment of taxes or the making of a return) during the
year for which it is alleged a return in accordance with the require-
ments of law has not been made such company shall be deemed to have
ceased to carry on business within the meaning of this section.

4« The word "Return" where used in this Actshall include any listj
statement or other information required to be furnished to the Vrovern-
ment of Ontario, or to any officer of department thereof, by any incor-
porated company.

i'hich is
•X return
thereof,
;r under
s Patent
1 accord-
lit in re-
tained if
by the
J return,
1 action
)artmieiit
xcept in
npliance
made as
of such
torney-

Dcovered
pect of
nents of
mpanies'
respect
at which
thousand
the coin-
thereof
olidating
the said
5h of any
repealed.

ill not be

St day of

fter such

In, which-

CHAP. XVII.

An Act to confer additional powers upon Joint Stock

Companies.

Section.

1. Short title.

2. Provisions as to companies authorised to

act as trustee, etc.

3. Application of R. .S. O., c. 150, ss. 65,

66.

4. Letters Patent for certain purposes may

be granted to companies incorporated
under special Acts.

5. Application of R. S. O., c. 150, ss. 17-

19, and of 44 Vic. c. 18, s. I.

6. Application of Second Part of Act.

7. Meaning of "special resolution."

8. Authority given by special ref ilution.

9. Resolution for reduction ot capital.

10. Notice of resolution.

11. When resolution may be carried into
effect.

12. Provision as to companies which have
resolved on a reduction of capital before
the passing of this Act.

Section .

13. Liability of officers for payments im-
properly made under resolution.

14. Liability of shareholders for moneys
received under resolution.

15. Restriction on insurance companies,
etc.

16. Distribution of assets by companies
whose capital is not divided into shares.

17. Resolution to reduce par value of shares
not 10 affect amount payable on such
shares.

18. Notice of reduction of par value of
shares .

19. Where capital reduced advertisements
of company to state same as reduced .

20. R. S. O., c. 170, s. I, repealed. Not
less than ten persons may form a
cemetery company,

21. Sec. 2, amended.

22. Winding up of cemetery companies.

[Assented to lOth March, 1S82.]

Ell MAJESTY, by and with the advice and consent of the Legis-
lative Assembly of the Province of Ontario, enacts Jis follows : —

1. This Act may be cited as " The Joint Stock Companies' Act, 1882."

FIRST PAST.

2. Wherever any company incorporated under any special Act or
under " The Ontario Joint Stock Companies' Letters Patent Act " is
authorized to execute the office of executor, administrator, trustee,

1 1

5' H

292 Cap. 17.

Joint Stock Cmnpanieti.

45 Vic.

receiver, assiu^nee, guardian of a miiK)r, or coinniittcc of a lunatic, tlion
in case the Lieutenant-Governor in Council Bliall approve of Kuch com-
pany being accjpted by the High Citurt of Justice as a Trusts Company
for the purposes of suck court, tlie saiil court, or any judge thereof,
and every other court or judge having authority to appoint such an otHcor
may, if the court or judge thiniv lit, with the consent of the company,
apiK>int sucli company to exercise anv of the said offices in respect of
any estate, or pci-son, under the autfiority of such court, or judge, or
may grant to sudi company probate of any will in which sucli company
is named an executor; but no company M'liich has issued, or has author-
ity to issue, debentures shall be approved as aforesiiid.

(2) Notwithstanding the provisions of the sixty-sixth section of the
Chancery Act, ttr any provision of any other Act retpiiring that security,
or security of any special chanicter, shall be taken, it shall not be re-
(piisite for any court, or judge, appointing any such company approved
as aforesjiid, or for any court granting probate to sucli company as
executor, to require the said company to give any security for the due
jHM'fonnance oi its duty as such executor, anministrator, trustee, receiver,
assignee, guardian or connnittee.

(3) The Lieutenant-Crovernor in Council may revoke the a})proval
given under this section, and no court, or judge, after notice oi such
revocation, shall appoint any such company to Ikj an administrator,
trustee, receiver, assignee, guardian, or committee, unless sm-h company
gives the like security for tlie due performance of its duty as would be
required from a private person.

(4) The liabiUty of the said company to |>erson8 interested in an
estate held by the said company as executor, administrator, trustee, re-
ceiver, assignee, guardian, or committee as aforesaid, shall be the same
as if the sjiid estate had been held by any private pei-son in such capaci-
ties respectively, and its powei's shall be tlie same.

(5) The High Court, if it deems necessary, may from time to time
appoint a suitable person to investigate the affairs and management of
such company, who shall report thereon to such court, and regarding
the security afforded to those by oi* for whom its engagements are held,
and the expense of such investigations shall be deJFrayed by the said
company ; or the court may, if it deems necessary, examine the officers
or directors of the said company under oath as to tlie security aforesaid.

(6) The Lieutenant-Governor may also from time to time, when he
deems it expedient, appoint an inspector to examine the affairs of the
said 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 such investigation shall be borne by the said company.

(7) Every court into which money is paid by parties, or is brought
by order or judgment, may by order direct 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
l]^ allowed by the company at the rate of not less than three per cen-
tum annually.

1882.

Joint Stock Cofopanies.

Cap. 17. 293

re-

rought
-^osited
ind the
nay be
st shall
er cen-

(8) Every euch company Jiiay invest any trust moneys in its lumds in
any secnrities in which private trustees may hy law invest tnist moneys,
and may also invest sucli moneys (a) in the public stock funds or (4ov-
eniment securities of any of tiie l*iovinc(!s of the Dominion, or in any
flccurities guaranteed by the I'nited Kingdoni of (ircat I'ritain and
Ireland, or hy the Dominion, or hy any of the said I'rovinces; {h) in
the bonds or debentures of any nnm'"ipal corporation in any of the
sjiid Provinces.

J'rovided that such company shall not in any case invest the moneys
of any trust in securities prohibited by the tnist, and shall not invest
moneys intnisted to it by any court in a class of secui-ities disapproved
of l)y the court.

:{. The sixty -iifth and sixty-sixth sections of tiie .Joint ^.tockCom-
j)anies' f.etters I'atentActshallappIytoanycompany which mayhave Iteen
incorporated after the passing of thcsaid i\ct, or may be hereafter incorj)or-
ated, for any purpose or object within the scope of the said Act, or within
the scope of the said Acttassuch Act has been or may be hereafter amendeil,
so long as the com[»any apj)lying for re-incorporation is at the time of
its application a subsisting and valid corporation; and the said sections
shall he construed as if the provisions of this section had been contained
in the said Act at the time of the |)assing thereof.

•i. Where any company has bcicn heretofore incorporated by a special
Act, for ])uri)oses or objects within the scope of the oaid Joint Stock
Compiinies' Letters Patent Act, then, in case a resolution authorizing
an aj>[)lication to the Lieutenant-(TOvernor therefor is passed by a vote
of not less than two-tliirds in value of the shai'eholders present, in per-
son or by proxv, 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 Letters Patent to
the company embracing any or all of the following matters :

(rt) Extending the powers of the company to any objects within the
scope of the said Letters Patent Act, which the company may desire ;

{b) Linuting or increasing the amount which the comi)any may boi'»
row upon debentures or otherwise ;

(d) V^arying any provision contained in the special Act, so long as the
alteration is not contrary to the provisions of the said Letters I*atent
Act;

(e) Making i)rovision for any othei- matter or thing in respect of
which provision might ' '■e been made had the company been incor-
porated under the said l^etters Patent Act.

( 2) No power to execute the office of executor, administrator, trustee,
receiver, assignee, guardian of a minor, or cf»nniiittee of a lunatic, shall
be conferred under this section upon any company which has authority
to issue debentures; and no company, incorporated mider the .loint
Stock Companies' Letters Patent Act, with power to execute such office,
shall issue aebcntures.

Oi) The list and sunnnary recpnred by the forty-ninth section of the
said Joint Stock Companies ix'ttcrs Patent Act shall hereafter be only

294 Cap. 17.

Joint Stock Companies.

45 Vic.

rcfiuircd in duplicate, and one of tlie duplicate lists and fiumniaries shall
be deposited with the, l^i'ovincial Secretary within the time by the said
Beciion limited and the other shall bo kept posted in the manner required
by the said Act.

9. The seventeenth, eijijhteenth, and nineteenth sections of the said
tloint Stock Companies' J^etters I'atent Act, and the tii-st section of the
Act piissed in the forty -fourth year of Jler Majesty's reign, intitiUcd
" An Act to extend the powers of Companies incorporated under the
Joint Sto<;k Companies' Letters I'atent Act," shall apply to every com-
pany which has been heretofore incorporated by a 8j)ecial Act for pur-
i loses or objects within the scope of tiie said Joint Stock Companies'
LiCtters Patent Act.

(2) Where aj)plication is made to the Lieutenant-Governor for the
issue of Supplementary Letters Patent confirming a by-law increasing
or decreasing the capital stock of the company, or subdividing the shares,
and the capital of such com])any, or such capital aa increased, does not
exceed three thousand dollars, the Lieutenant-Governor may dispense
with the insertion in the Ontario Gazette of a notice of such application.

SECOND rAUT.

0« The second part of this Act shall applv to every company and
ass()ciatii>n whose incorporation and the affairs thereof, in the particulars
hereinafter mentioned are under the authority of the Ix'gislature of
Ontario, where the shareholders or members of the company are entitled
to the profits of the business of such company.

T. The expression " special resolution " shall have in such part
the same meaning as it has in " The Joint Stock Companies' Windmg-
up Act "' (1878).

H, Where a company has passed a special resolution authorizing
any of the acts hereinafter allowed, the directors and officers may act
in accordance with the terms of such resolution, subject to the pro-
visions of this Act.

O. The company may by such resolution direct that proceedings
be taken to distribute the proceeds of all the assets of the company
amongst the shareholders after payment of the debts of the company,
or that proceedings be taken to reduce the capital :

(1) Either by paying off the shares of such persons as may elect
to be paid oif at a rate fixed by such resolution, or to be determnied in
accordance with a plan therein specified ;

(2) Or by paying off a certain fixed proportion of all the shares.

lO. The company shall thereupon give notice (Form A) of such
resolution in the Ontario Gazette and in some newspapei- published in
the city of Toronto, and in some other newspaper published where the
chief place of business of the company in Ontjirio is situate, if any
newspaper is published in such ])]ace.

(2) Such notice shall also state that after some day to be therein
named, and which shall not be earlier than three months from the first
publication of such notice in the Gazette, the company will act upon
such resolution.

1882.

Joint Stock Coinpaniea.

Cap. 17. 296

(3) Such notice shall aW) call upon all creditors of the company to
tilo their claims against the company forthwith, whether such claims are
or are not then due.

(4) Where the company luw no ])lace of husiness in Ontario, or its
chief place of husiness is in Tonmto, it will ho Hutlicient if the notice is
puhliiined in the Gazette and in one Toronto newnpapcr.

(5) The sjiid notice shall he puhliHlied in the Gazette and in each of
the said newspapers (where puMication in more than one is required) at
leant six times during the said period of three months, and in (ioiiiputing
such six times no two publications shall he counted which occur in the
same week.

ll. ITpon the arrival of the day api)ointed, or so soon thereafter
as conveniently may he, the oHieers of the 8.ud coinpany may act in
accordance witli the terms of the said resolution: Providi'd (1) either
that the company has no creditors, and a statement (Form W) \\\n)\\ the
oath or solemn affirmation of the chief executive officer and of the
treasurer of the comj)any stating their belief of this fact, is filed with
the clerk of the county or district court of the >"<)unty or district where
the chief office of the company is situated ; (2) or the consent of tlio
company's creditors to the resolution being acted upon has been
procured in writing, and a statement under oath or solemn affirmation
of the said otfieei*s, containing the particulars set forth in Form C
appended to this Act, is filed with the said clerk.

12« Provided always, that where any such company has befoi*e
the })assing of this Act, at a general meeting of the shareholders thereof
called and held as j)rescribed by section ten of chapter one hundred and
sixty-four of the Revised Statutes of Ontario (with notice that the
meeting was called for the purpose of considering the resolution herein-
after mentioned), unanimously passed a resolution that proceedings
should be taken for the reduction of the capital of the coinpany, by
paying oft' a certain fixed proportion of all the shares, the officers of the
company may (after the passing of this Act), act in accordance with the
terms of such resolution, provided the company luis no creditors, and
that (a statement im form 13, upon the oath or sofemri affirmation of the
chief executive oli v and of the treasurer of the company, 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
situate).

13. No officer of any such company shall make or authorize any
payment by virtue of such resolution until one or other of the said
statements has been filed 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 habiiity of the company remains
iins<atisfied, and any officer who violates the provisions of this section
shall, besides being subject to such criminal punishment as is authorized
for his olfence, 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.

. 14. Every shareholder receiving any moneys under any such

fim

290 Cip. 17.

Joint Stock CV" 'tanu's.

45 Vic.

renoliition hIiuII, to the extent of thu moweyM so received, reinuin liable
for any dobta or liahiliticH of the conipany then in fact exiHting, and
ujM)n the winding up of Micli conipany by judicial prtK-ew, every kucIi
pei>on, liirt cxecutoiv or adnnnistratoi's, may bi' rucpiired to cimtributc
to that extent towards the payment of any 8n<'h debtH or liabilitieM after
the other asHetH of the company have W'vn exhausted ; but no executor
or adminiHtiittor Khali be held ho liable unless at the time he receives
notice of the aHHCHHinent, he has in his hands assets applicable thereto or
8jd)sequently receives such assets.

1*1. No insurance or guarantee company, or other company caiTy-
inj; on business t>f a like nature, shall pay off any part of it*i capital
stock under this Act until every policy, and that every instrument
havin«j the e^ect of a policy, given by such company hits expired, or
been terminated, and, m the case of such a coninany, tliis fact shall lie
stated in the statement (Form H or C) tiled asaioresaid.

lO. Any conii)any or association of such a character that the mem-
bers thereof are entitle<l to the profits accniing from its business, may,
hotwitlistanding its caj)ital is not divided into shares, take the nnxjced-
ings ajithorized by this Act in order to distribute the proceeus of all
the assets of the conijjany among its members, but no such company or
association shall pass any resolution for any of the other purposes con-
templated by the ninth section of this Act.

IT. AV here the capital of any company has become impaired and
the shareholders pass a special resolution to rcduci- the par value of the
shares of such company, such shares shall thereupon i>e reduced in ac-
cordance with the terms of such resolution, provided that such resolu-
tion shall not in any wise affect the aii'ount still remaining payable upon
the shares, but the same amount shall, except as to a double or other
additional liability, continue to be payable in respect of every share as if
sucli resolution had not been passed ; and in case by virtue of the char-
ter or Act of incorporation ot such company or of any general or other
Act affecting the same, a double, or other additional, liability is cast
upon the shareholdens, the same pro[)ortional liability shall continue,
that is to say, if the liability was a double liability, the shareholdere
shall, as to new creditors, be liable for double the amount of the stock
at its rcfluced value, and in like manner for any other proj)Oi-tion, but
in respect of pei"sons who are creditors at the time of Mich reduction
the liability of the shareholders shall continue as if such reduction had
not taken ])lace.

\H. Wlierever a reduetit)n is had under the preceding section am ticc
thereof (Form D) shall be publishi'd at least once a week for six weeks
jii the manner hereinbefore provided as to notice A.

lO. Where any comjiany, acting under the provisions of this Act
liiu* reduced its capital, everj' advertisement, circular, or other document
thereafter issued by such company, or anv of its officers, containing a
statement of the capital of the company snail state such capital at the
amount to wliif h it has been reduced.

1882.

Joint Stock drnipun ien.

Va\\\ 17. 297

JOINT HT«)OK CKMKIKRY COMPANIM.

sohi-

U|)On

other
as if
•bar-

OtllCT

cast
itmue,
oldfiv
tock
but
net ion
had

1 ST

Act
iment
ling a
at the

^ .' " •'■••I -• » |-

atiitcH, in hereoy rt']K}uled,

JO. Si'ctioii one of the Act rcrtju'cting ('eiiictcry ('oirntniiioH, chaj)-
ter one hundred and Hevcnty of the Kevirtcd Sta
Hud the follownij; psuhhtitutt'd therefor;

(1.) Any nuinl»er of peixonH, not lesHthan t»'n, may form themselves
into a company for the piii-jwiKc of eHtaltlishing one or more pnhlic
eemeterics: I'rovided always that such cemetery or cemeteries be with-
out the limits of any incorporated village, town, or city.

31. Section two of the said Act rtwpecting Cemetery Companies
is amended by striking out the wor<l "twenty," in the first line thereof,
and substituting the word " ten " therefor.

SIS{. In ease any company which has lieen or may be hensafter
incorporated under tlie Kevised Statutes respecting ('emetery Com])anies,
or under the Act j)assed in the forty-third year of Her Majesty's reign,
intituled "An Act respecting the incorporation of Cemetery Companies
by iiCtters Patent," should, I'ither on accimnt of the burial of bouies in
the locality being prohibited by the nnmicipal authorities, or for any
other reason, desire t(» be wound up, then, if no lot has been sold for
the purpose of burial, or if such lots have iteon sold, then with the
written c(jnsent of all the persons to whom lots have been sold, or of
their heirs, or in case any such heir is a minor or insane, then with the
assent of the lieirs who are of i\\\\ age and who are of sound ndnd, the
eomj)any nuiy be v/ound up, under the jirovisions of tlie ninth section
of tin's Act, or proceedings may be taken to have the comp my wound
up, under tlie " Joint Stock Companies' Winding-up Act.'

(2) All the real and |)ersonal property of audi c<»nipany may there-
upon be sold by the ottici-s of the company, or by the li(|uidators, and
the ])roceeds, after payment of all claims against the comj)any, distrib-
uted amongst the shareholders. The property so sold shall be freed
and discliarged from all trusts arising on account of tlieir having been
held for the ])urpo8es of a cemetery or cemetery company, but nothing
herein contained shall be constnied to aatliorize a distribution amongst
shareholders of the ju'oceeds of lands devised or conveyed by way of
gift to the eom])any, in tnist for the purposes of a cemetery, but the
proceeds of such lauds shall be applied to such nnmicipal or charitable
purposes as the donor of the lands, if he is then living, or if he is dead
as the iiieutenaht-Ciovernor in Council or the High Court of Justice,
mav direct.

(3) Sections enty-fivc, twentA'-six. twenty-seven and thirty-one
(»f the Ontario flooit Stock (Jomjianies' Letters ratent Act, shall apply
to all companies incor])orHted under the said Act respecting the incor-
ponition of Cemetery Companies liy JiCtters Patent.

SCHEDULE OF FOKMS.

FOEM A.

[Section 10.]
Notice is hereby given that the \iiu€t't name of Company \ has by

>.,

Ill

2S^ Cap. 17.

Joint Stock Companies.

45 Vic.

a special resolution passed by tlie bliareholdors of the said companj,
resolved to [set out the substance of the resolution].

The company will act upon the said resolution upon the
day of next.

All creditore of tiie company are hereby recjuired to file their
claims against the company forthwith, whether such claims ai« or are
not now due.

A. B.

Secretary.
Date «Src.

FORM B.

[Sections 11, 12, and 15, First Method.

I, A. B.y of the in the County of

make oath and say [or solemnly affinn, as the cane 7nay require],

1. I am the [here insert title ofajfice] of the [name of company,]
and I am the Chief Executive Officer of the said company, and, as such
officer have tiie supervision and management of the business 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 [name of company].

[In the case of insurance or guarantee companies, or other company
carryiny on business of alike nature, the following paragraph is to be
added :]

3. Every policy, and every instrument having the eficct of a policy,
given by the said company has expired or been terminated.

Sworn &c.

N. B.— The statement by the Treasurer of the company will be
identical with the above, except as to the paragraph setting forth the
oMce held.

FOllM^C.
[Sections 11 and 15, Second Method.]

I, C. D., of the in the County of

make oath and say [or soleumly affirm, as tJie case may require],

X. I am the [hJre insert titU of ojfice] of the [name qf campam/l^

1882.

Joint Stock Companies.

Cap. 17. 299

and I am the Chiof Executive Officer of the said company, and, as
Buch officer, have tlie management and snpervision of tue business of
the said company.

2. I verily believe that the f?aid company is not indebted to any
person or persons, or to any company, association, or corporation wliat-
soever, except those whoso names appear in the schedule which is
hereto annexed, and every such person, company and association lias con-
6>nted in writing, to the following resolution being acted upon, that
is to say [here net out the resolutum].

3. I verily believe that no person, company, association or corpor-
ation, except such iis are named in the said schedule, has any right of
action whatever against the said company.

[In tlic case of insxcrance or guarantee companies, or other com-
pany carrying on business of a like nature, the joUoming paragraph
is to he added :]

4. Every policy, and every instrument having the effect of a policy,
given by the said company, has expired or been terminated.

Sworn tfec.

N. B. — The, s-tat£ment hy the Treasurer of the company loill he
identical with tlve above, except as to the paragi'aph setting ^orth the office
held.

FORM D.

\Section 18.]
Notice is here by given that the [name of compamj], has by a
special resolution passed by the shareholders of the said company,
reduced the capital of the company from $ to $

, and lias reduced the par value of each share of the said com])any from

* '"* A.B.,

Secretary.
Date &c.

300 Cap. 1.

CcmadAwn, Pacific liaihoay.

44 Vic.

CHAP. I.

An Act respecting the Canadian Pacific Railway.

Section.

Preamble. Preference of Parliament for
construction by a company. Oreater
part still unconstructcd. Contract en
tered into.

1. Contract approved.

2. Charter may be granted. Publication

and effect of charter.

3. Certain grants of money and land may

be made to the company chartered.
Conversion of money grant authorized.

4. Certain materials may be admitted free

of duty.

5. Company to have possession of complet

ed portions. Conveyance thereof to
company when the contract is jx'rform-
ed.
' 6. Security may be taken for operation

SCHEDULE.

1. Interpretation.

2. Security to bi- given l)y the company.

3. Eastern and central sections to be con-

structed by company descril)cc
.Standard of railway and provision in
case of disagreement as to conformity
to it.

4. Commencement and regular progress of

the work ; period for completion.

5. As to portion made by Government.

6. (iovernment to construct portions now

under contract within periods fixed by
contract.

7. Completed railway to be property of

company ; transfer of portions con
structed by Ciovernment ; company to
operate the railway forever.

S. Company to equip portions transferred
to them.

9. .Subsidy in money and land ; apportion
ment of money; and of land ; when to
be paid or granted ; oiUion of company
to take terminable bonds ; provision as
to materials for construction delivered
by comp.iny in advance ; option of the
company during a certain time to sul
stitute payment of interest on certain
bonds instead of issuing land grant
bonds ; dep isit of proceeds of sale of
such bonds; payments by conip.iny out
of such deposits ; payment by delivery
of bonds ; sinking fund ; alteration in
apportionment of money grant in such
case.

10. (jrant of land required for railway jnirposc;

admission of certain materials free o'
duty ; sale of certain material to com
pany by Government.

11. Provision respecting land grant ; case of

deficiency of land on line of railway
provided for ; selection in such case
with consent of Government.

12. As to Indian title.

of railway between terminal

lands

for a

ter-

Beetion.

13. Local icm
points.

14. Power to construct branches
necessary for the same.

15. Restriction as to competing lines
limited period.

16. Exemption from taxation in N. W.
ritories.

17. Land-grant bond^ ; their nature and
conditions of issue by the company ;
deposit with Government ; for what
purposes and on what conditions ; if
the company make no default in ope-
rating railway ; in case of such de-
fault.

18. Provision if such bonds are sold faster
than lands are earned by the com-
pany and deposit on interest with Gov-
ernment, and payments by (>overn-
ment to company; lands to be granted
subject to such bonds.

19. Company to pay expenses.

20. If land bonds are not issued one-fifth of
land to be retained as security]; how to
be disposed of; substitution of other
securities.

21. Com)iany to be incorporated as by
schedule A.

22. Railway Act to apply ; exceptions.

SCHEDULE A.

1. Certain persons incorporated ; corporate
name.

2. Capital stock and shares; paid up shares.

3. Substitution t)f company as contractors;
an<l when ; effect of such substitution ;
notice in Canada Gazette ; further
instalniert to be paid up ; and rest of
$5,000,000.

4. Necessary franchises and powers granted ;
l)roviso.

5. First directors of the Company ; number
limited ; majority to be British subjects;
powers and term of office.

6. (Qualification of directors ; alteration of
number ; ballot.

7. Quorum; proviso; three must be present .

8. Executive committee ; president to be
one.

9. Clief place of business ; other places ;
places for service of process, i\;c. ; how
to l)e notified ; service of process
thereat ; ant! if company fail to apjioint
places.

10. First and other annual meeting ; notice.

11. .Special general meetings notice ; place.

12. Provision if a meeting be necessary before
notice as aforesaid can be given ; notices
in such case ; meetings always valid if
all shareholders or their proxies are
present.

13. Limitation as to voles and proxies.

I'll

m :

1881.

Section.

Canadian Pacific Railway,

Cap. 1. 301

Section.

14. And as to culls.

15. Line and guage of railway ; and certain

branches ; commencement and com-
pletion ; other branches; nr nie of
railway.
i6. Company may construct lines of telegraph
or telephone, and work them and col-
lect toils ; subject to Con. Stat. Can.,
c. 67, ss. 14, 15, 16; as to future
inventions.

17. Application of 42 V., c. 9.

18. Exceptions as to such application ; as to

lands of the Crown required ; plans
and book of reference ; deviations from
line on plan ; deposit of plan, &c. ; and
of branches; copies thereof; registra-
tion thereof.

19. Company may take materials from public

lands ; and a greater extent for stations
&c.

20. Limit of reduction of tolls by Parliament

under 42 \"., c. 9, s. 17, extended;
reduction by Governor in Council ex-
tended in like manner.

21. Restriction as to transfers of stock;

advances on, l)y company forl)idden.
22 Transfer or transmission to new share-
holders subject to veto of directors until
completion of contract ; proviso ; as to
transfer by a firm to a partner ; note of
transfer to be madeand for what purpose.

23. Cenain other provisons of 42 V, c. 9,

not to apply.

24. Company to aftbrd reasonable facilities

to and from certain other railway com-
panies ; as to rates of carriage traffic
in such cases ; reservation as to pur-
chasers of land, anil emigrants. Con-
trary agreements void.

25. Company may purchase or acquire by

lease or otherwise certain other railways
or amalgamate with them ; and borrow
to a limited amount on bonds in con-
sequence ; not to affect prior niort
gages.

b6. Company may have docks, &c., and run
vessels on any navigable water their
railway touches.

27. By-laws may provide for certain pur
poses ; must be coiitirnied at next
general meeting.

28. Amount of bonds limited ; mortgages

for securing the same on all the property
of the compiany; proviso; in case land
grant bonds have been issued under
section 30; evidence of mortgage and
what conditions the bonds may contain;
remedies of holders in default of pay-
ment ; right of voting may, in such
case, be transferred to bondholders ;
cancellation of shares deprived of voting
power ; enforcing conditions ; further
[provisions under mortgage deed ; )jro.
vision in case of change of ownership,
&.C., of railway, in such case ; increase
of borrowing power if no land grant
honds are issued.

29. Provision if such bonds are issued before

completion of railway.

30. Provisions as to issue of land grant mort-

gage bonds ; evidence of mortgage
and conditions ; name of and how
dealt with.

31. Issue of jjonds in place of land grant

bonds under agreement with Clovern*
ment ; to include franchise as well as
property of company ; section 28 to
ivpply.

32. Facilities for issue of mortgage bonds as

to seal and signatures.

33. "Working expenses" defined.

34. Currency on which bonds may be issued ;

]irice and conditions of sale ; may be
exchanged for inscribed stock, &c.

35. Bonds need not be registeretl : mort-

gage deed how deposited : and agree-
ment under s. 36 ; certified copies.

36. Agreement with bondholders, .S:c., for

restricting issues ; effect thereof.
37' Company may issue guaranteed or pre-
ferred stock to a limited amount ;
not to affect the privilege of bond-
holders ; voting.

38. Contracts, bills, &c., by its agents to

bind the company ; proof thereof
non-liability of such agent ; proviso :
as to notes.

39, Reports to Government.

40. Publication of notices.

41, Form of deeds, &c., to the company;

Form ; obligation of the grantor.

[Assented to \Uh February 1881.]

WHEREAS by tlio terms and conditions of the admission of British
Cohimbia into Tnion with tlie Dominion of Canada, the Govern-
ment of the Dominion has assumed the obHgation of causing a liaihvay
to be constructed, connecting the seaboard of British Cohimbia with
the Railway system of Canada ;

And wliereas the Parhament of Canada lias repeatedly dechired a
preference for the construction and operation of sucli Railway by means
of ill! incorporated Company aided by grants of money and land, rather

302 Cap. 1.

Canadian Pacific Railway.

44 Vic.

i ]

than by the Government, and cei'tain Statutes have been passed to
enable that course to be followed, but the enactments therein contained
have not been effectual for that purpose ;

And wheresis certain sect'^ns of the said Railway have been con-
structed by til" Government, and others are in course of construction,
but the greate tortion of the main line thereof has not yet been com-
menced or placed under contract, and it is necessary for the develope-
ment of the North-AVest Territory and for the preservation of the good
faith of the Government in the performance of its obligations, that
immediate steps should be taken to complete and operate the whole of
the said Eailway ;

And whereas, in conformity with the expressed desire of Parlia-
ment, a conti'act has been entered into for the construction of the said
portion of the main line of the said llailway, and for the permanent
working of the whole line thereof, which contract with the schedule
annexed has been laid before Parliament for its approval and a copy
thereof is appended hereto, and it is expedient to approve and ratify
the said contract, and to make pro\nsion for the carrying out of the
same ;

Therefore Uer Majesty, by and with the advice and consent of
the Senate and House oi Commons of Canada, enacts as follows : —

1. The said contract, a copy of which with schedule annexed, is
appended hereto, is here by approved and ratified, and the Government
is hereby authorized to perform and carry out the conditions thereof,
according to their purjjort.

2. For the purpose of incorporating the persons mentioned in the
said contract, and those who shall be associated with them in the under-
taking, and of granting to them the powers necessary to enable them to
carry out the said contract according to the terms thereof the Governor
may grant to them in conformity with the said contract, under the cor-
porate name of tlie Canadian Pacific liailway Company, a charter
conferring upon them the franchises, privnleges and powers embodied
in the schedule to the said contract and to this Act appended, and such
charter, being published in the Canada Gazette, with any Order or
Orders in Council relating to it, shall have force and effect as if it were
an Act of the Parliament of Canada, and shall be held to be an Act of
incorporation within the meaning of the said contract.

3. Upon the organization of the said Company, and the deposit
by them, with the Government, of one million dollars in cash or secur-
ities approved by the Government, for the purpose in the said contract
provided, and in consideration of the completion and perpetual and
efficient operation of the Railway by the said Company, as stipulated
in the said contract, the Government may grant to the Company,
a subsidy of twenty -five milUon dollars in money, and
twenty -five million acres of land, to be paid and conveyed to the
Company in the manner and proportions, and upon the terms and
conditions agi*eed upon in the said contract, and may also grant to the
Company the land for right of way, stations, and other purposes, and
such other privileges as are pro^naed for in the said contract. And

44 Vic.

1881.

Canadian Pacific Railmay.

Cap. 1. 303

)as8ed to
ontained

een con-
truction,
jen com-
levelope-
the good
)ns, that
whole of

f Parlia-
the said
jrmanent
schedule
d a copy
id ratify
ut of tlie

onsent of

s: —

mexed, is
i^ernment
s tliereof,

ed in tlie
le uiider-
i thein to
Tovernor
tlie cor-
cliarter
mhodied
and such
Order or
it were
11 Act of

e deposit
or secur-

c'ontract
tnal and

ipulated
oinpany,

ey,

and

to the
rms and
nt to the

aes, and
And

in lieu of the payment of the said money subsidy direct to the Com-
pany, the Government may convert the same, and any interest accruing
thereon, into a fund for the payment to the extent of such fund, of
interest on the bonds of the Company, and may pay such interest
accordingly ; the whole in manner and form as provided for in the said
contract.

4« The Government may also permit the admission free of duty,
of all steel rails, fish plates, and other fastenings, spikes, bolts and nuts,
wire, timber, and all material for bridges to be used in the original
construction of tlie said Canadian Pacific Railway, as defined by the
Act thirty-seventh Victoria, chapter fourteen, and of a telegraph line
in connection therewith, and all telegraphic apparatus required for the
first equipment of such telegraph line, the wliole as provided by the
tenth section of the said contract.

5. Pending the completion of the eastern and central sections of
the said railway as described in the said contract, the Government may
also transfer to the said Company the possession and right to work and
run the several portions of the Canadian Pacific Kailway as described
in the said Act thirty-seventh Victoria, chapter fourteen, which are
already constructed, and as the same shall be hereafter completed ; and
upon the completion of the said eastern and central sections the Gov-
ernment may convey to the Company, with a suitable number of station
buildings, and with water service (but witliout equipment), those
portions of the Canadian Pacific Ilailway constructed, or agreed by the
said contract to be constructed by the (Tovernment, which sliall then be
completed ; and upon completion of the remainder of the portion of
the said railway to be constructed by the Government, that portion
also may be conveyed Ijy the Government to the Company, and the
Canadian Pacific Railway defined as aforesaid shall become and be
thereafter the absolute property of tlie Company ; the whole, however,
upon the terms and conditions, and subject to the restrictions and
limitations contained in the said contract.

6. The Government shall also take security for the continuous
operation of the said railway during the ten years next subsequent to
the completion thereof in the manner provided by the said contract.

SCHEDULE.

This Contract and Aorkement ^iade between Her Majesty the
Queen, acting in respect of the Dominion of Canada, and herein
represented and acting by the Honorable Sir Charles Tupper,
K.C.M.G., Minister of Railways and Canals, and George Stephen
and Duncan McTntyre, of Montreal, in Canada, John S. Kennedy
of New York, in the State of New York, Richard B. Angus and
James J. Hill, of St. Paul, in the State of Minnesota, Morton,
Rose & Co., of London, England, and Kohn, Reinach & Co., of
Paris, France,

Witnesses :

That the parties hereto have contracted and agreed with each
other as follows, namely : —

1. For the better interpretation of this contract, it is hereby

304 Cpa. 1.

Canadian Pacific Railway.

U Vic.

declared tliat tlie portion of Kailwaj liereiiiafter called the Eastern
section, sliall comprise that part yf the Canadian Pacific Railway to be
constructed, extending from the Western terminus of the Canada
Central Railway, near the East end of Lake Nipissing, known as
Callander Station, to a point of jxmction with that portion of the said
Canadian Pacific Railway now in course of construction extending from
Lake Superior to Selkirk on the East side of Red River; which latter
portion is hereinafter called the Lake Superior section. That the por-
tion of said Railway, now i)artially in coui-se of construction, extending
from Selkirk to Kamloops, is hereinafter called the Centmd section ;
and the portion of said Railway now in course of construction, extend-
ing from Ivamloops to Port Moody, is hereinafter called the Western
section. And that the words '' the Canadian Pacific liailway," are
intended to mean the entire Railway, as described in the Act 37th
Victoria, chap. 1-t. The individual parties hereto, are hereinafter
described as the Company ; and the Government of Canada is hereinafter
called the (lovernment.

2* The contractors immediately after the organization of the said
Company, shall deposit with the (Tovernment ^1,0<)0,0(K) in cash <jr
approved securities, as a security for the construction of the Railway
hereby contracted for. Tlie (Tovernnient shall pay to the Company
interest on the cash deposited at the rate of four per cent, per annum,
half-yearly, and shall pay over to the Company the interest receiv«'d
upon securities deposited, the whole until detault in the performance of
the conditions hereof, or until the rejiayment of the deposit, and shall
return the deposit to the Company on the completion of the railway,
according to the terms hereof, with any interest accrued thereon.

3> The Company sliall lay out, construct and equip the sjiid
Eastern section, and the said Central section, of a uniform gauge of
■i feet 8^ inches ; and in order to establisfi an approximate standard
whereby the quality and the character of the Railway and of the
materials used in the construction thereof, and of the equipment
thereof may be regulated, the Ii^nion Pacific Railway of the United
States as the same was when fii-st constructed, is hereby selected and
fixed as such standard. And if the Government and the Company
should be unable to agree as to whether or not any work done or
materials furnished under this contract are in fair conformity with such
standard, or as to any other question of fact, excluding questions of law,
the subject of disagreement shall be from time to time refeiTed to the
determination of three referees, one of whom shall be chosen by the
Government, one by the Company, and one by the two referees so
chosen, and such referees shall decide as to the party by whom the
expense of sxicli reference shall be defrayed. And if such two referees
should be unable to agree upon a third referee, he shall be appointed
at the instance of either pai-ty hereto, after notice to the otner, by the
Chief Justice of the Supreme Court of Canada. And the decision of
such referees, or of the majority of them, shall be final.

4. The work of construction shall be commenced at the eastern
ext)-emity of the Eastern section not later than the first day of July

1881.

Canadian Pacific Railway.

Cap. 1. 305

kustern
|f July

next, and the work upon tlie Central section shall be commenced by
the Company at sncli point towards the eastern end thereof on tlio
portion of the line now under construction as shall be found convenient
and as shall be approved by the Government, at a date not later than
the Ist May next. And the work tipon the Eastern and Central
sections, shall be vigorously and continuously carried on at such rate of
annual progress on each section ivs shall enable the Company to complete
and equip the same and each of them, in nmning order, on or before
the first day of May, 1891, by which date the Company hereby agree
to complete and equip the said sections in conformity with this contract
unless prevented by the Act of (iod, tho Queen's enemies, intestine
disturl)ances, epidemics, floods, or other causes beyond the control of
the Company. And in ciise of the interruption or obstnxction of the
work of construction from any of the said causes, the time fixed for
the completion of the railway shall be extended for a corresponding
period.

5. The Com])any shall pay to the (Tovernment the cost, according
to the contract, of the portion of railway, 100 miles in length, extending
from the city of Winnipeg westward, uj) to the time at which the work
was taken out of the hands of the contractor and the expenses since
incurred by the Government in the work of construction, but shall have
the riglit to assume the said work at any time and complete the same,
paying the cost of construction as aforesaid so far as the same shall then
have been incurred by the Government.

6. Unless prevented by the Act of God, the Queen's enemies,
intestine disturbances, epedimics, floods or other causes beyond the
control of the Government, the Government shall cause to be completed
the said Lake Superior section, by the dates fixed by the existing con-
tracts for the construction thereof ; and shall also cause to be completed
the portion of the said Western section now under contract, namely,
from Kamloops to Yale, within the period fixed by the contracts there-
for, namely, by the thirtieth day of June, 1885; and shall also cause
to be completed, on or before the first day of May, 1891, the remaining
portion of the said Western section, lying between Yale tmd Port
Moody, which shall be constructed of equally good quality in every
respect with the standard hereby created for the portion hereby con-
tracted for. And the said Lake Superior section, and the portions of
the said Western section now under contract, shall be completed as
nearly as practicable according to the specifications and conditions of
the contracts therefor, except in so far as the same have been modified
by the Government prior to this contract.

7. The Kailway constructed under the terms hereof shall be the
property of the Company : and pending the completion of the Eastern
and Central sections, the Government shall transfer to the Company
the possession and right to work and run the several po.'tions of the
Canadian Pacific Railway already constructed or as the same shall be
completed. And upon the completion of the Eastern and Central
sections, the Government shall convey to the Company, with a suitable
number of station buildings and with water service (but without equip-

306 Cap. 1.

Canadian Pacific Railxoay.

44 Vic.

f9 ?-

ment), those portions of the Canadian Pacific Railway constmcted or
to be constructed hy the Government which shall then be completed ;
and upon completion of the remainder of the portion of railway to be
ccnstnieted by the Government, that portion shall also bo conveyed to
the Company, and the Canadian Pacific Kailway shall become and bo
thereafter the absolute property of the Company. And the Company
shall thereafter and forever elncicntly maintain, work and run the
Canadian Pacific Uailway.

8, Upon the reception from the Government of the possession of
each of the respective portions of the Canadian Pacific Railway, the
Company shall eipiip the same in conformity with the standard herein
established for the eciuipmeut of the sections hereby contracted for,
and shall thereafter maintain and efficiently operate the same.

9, In consideration of the premises, the Government agree to
grant to the Company a subsidy in money of ^25,000,000, and in land
of 25,(tOO,000 acres, for which subsidies the constniction of the Cana-
dian Pacific Railway shall be completed and the same shall be e(juipped,
nuiintained, and operated, — the said subsidies respectively to be paid
and granted as the work of construction shall proceed, in manner and
upon the conditions following, that is to say :

a. The said subsidy in money is hereby divided and appropriiited
sa follows, namely : —

CENTRAL SECTION.

Assumed at 1,350 miles — ^

l8t —900 miles, at ^10,000 per mile $9,000,000

2nd.— 450 " 13,333 " 6,000,000

$15,000,000

EASTERN SECTION.

Assumed at 650 miles, suljsidy equal to $15,384.61 per mile 10,000,000

$25,000,000

And the said subsidy in land is hereby divided and appropriated as
follows, subject to the reserve hereinafter provided for : — *

CENTRAL SECTION.

Ist.- 900 miles at 12,500 acres per mile 11,250,000

2nd— 450 " " 16,666,66 " " .... 7,500,000

18,750,000

EASTERN SECTION.

Assumed at 650 miles, subsidy equal to 9,6 1 6.35 acres per

• mile 6,250,000

25,000,000

h. Upon the construction of any portion of the railway hereby con-
tracted for, not less than 20 miles in length, and th' completion thereof
so as to admit of the ninning of regular trains thereon, together with
such equipment thereof as shall be required for the traftic thereon, the

1881.

Can<i<H<in Pacific Rnihimy.

Ciip. 1. 307

Govornmont slinll pay niid ^niiit U^ tlie (\>in])aiiy the nioiiov and land
suhrtidicH a])pli<'al»ln tluTcto, accordini; t(» tlio division and appropriation
thereof iriade as iicM'oiidiefore provided ; the (Jouipany having tlie option
of reoeivinj^ in lien of easli, teniiinal)I(! l)on(lK of the (Joveninient,
bearinjij such rate of int(M'est, for Kticli perio<l and nominal anionnt as
nuiy 1)0 arran<red, and which may ho eijuivalent aeoordiiijjf to actuarial
calculation to the corresjKjndinijj casli payment, the (lovernment allow-
ing four per cent, interest on nu)neyt< deposited with them.

c. If at anytime the Company shall cause to l>e delivered on or near
the lino of the said railway, at a place satisfactory to the (iovernnient,
steel rails and fastenin<:;s to he used in the construction of the railway,
hut in advance of the ri'<iuirements for such construct ion, the (iovern-
nient, on tlie re.ju'sition of the Company, shall, upon sucli terms and
conditions as shall ho determined hy the (lOvernment, advance tliereou
three-foil, t lis of the value thereof at the ))lace of delivery. And a pi'o-
portion of the amount so advanced shall he deducted accordiuij to such
terms and conditions from the suhsidy to he therealter pai<1, upon the
settlement for each section of 2<> miles of railway, which ju'opoition
shall corresixmd with the proportion of such rails and fastenings which
have been used in the construction of such sections.

d. Until the tii'st day of January, 1SS2, the Company shall have thd
option, instead of issuing land grant honds as hereinafter provided, of
substituting the payment hy the (Tovcrnment of the interest (or part
of the interest) on l)onds of the Company mortgaging the railway and
the lands to be granted by the Government, running over such term
of years as may be approved by the Governor in Council, in lien of the
cash subsidy hereby agreed to be granted to the Company or any part
thereof ; such payments of interest to be equivalent according to act-
uarial calculation to the corresponding cash payment, the Government
allowing four per cent, interest oti moneys deposited with them ; and
the coupons representing the interest on s\ich bonds shall be guaranteed
by the Gcvernment to the extent of such ecpiivalent. And the pro-
ceeds of the sale of such bonds to the extent of not more than |;2r),(>oO-
000: shall be deposited with the Govermnent, and the balance of such
proceeds shall be placed elsewhere by the Company, to the satisfaction
and under the exclusive control of the Government ; failing which last
condition the bonds in excess of those sold shall remain in the hands
of the Government. And from time to time as the work proceeds
the Government shall pay over to the Company : firstly, out of the
amount so to be placed by the Company, — and, after the expenditure
of that amount, out of the amount deposited with the Government, —
sums of money bearing the same proportion to the mileage cash sub-
sidy hereby agreed upon, which the net proceeils of such sale (if the
whole of such bonds are sold upon the issue thereof) or, if such bonds
be n ot all then sold, the net proceeds of the issue, calculated at the
rate at which the sale of part of them shall have been made, shall bear
to the sum of 25,000,000. But if only a portion of the bond issue be
sold, the amount earned by the Company according to. the proportion
aforesaid, shall be paid to the Company, partly out of the bonds in the
hands of the Government, and partly out of the cash deposited with

308 Cap. 1.

Canadian Pacific Railway.

44 Vic.

I''-'

'l\

the Government, in similar proportions to the amount of such bonds
sold and remaining unsold respectively ; and the Company rthall receive
the bonds so paid as cash at the rate at which the said partial sale
thereof shall have been made. And the Government will receive and
hold such sum of money towards the creation of a sinking fund for
the redemption of such bonds, and upon such terms and conditions, as
shall be agreed upon between the Government and the Company.

e. If the Company avail themselves of the option granted by clause
d, the sum of $2,000 per mile for the first eight hundred miles of the
Central section shall be deducted ow rata from the amount payable to
the Company in respect of the said eight hundred miles, and shall be
appropriated to the remainder of the said Central section.

10. I n further consideration of the premises, the Government shall
also grant to the Company the lands re<piired for the road bed of the
railway, and for its stations, station grounds, workshops, dock ground
and water frontage at the termini on navigable waters, buildings, yards,
and other appurtenances required for tlie convenient and effectual
construction and working for the railway, in so far as such land shall
be vested in the (Jovennnent. And the (Jovernment shall also permit
the admission free of duty, of all steel rails, fish plates and other lasten-
ings, spikes, bolts and nuts, wire, timber and all material for bridges,
to be used in the original construction of the railway, and of a tele-
graph line in connection therewith, and all telegraphic apparatus re-
quired for the first equipment of such telegraph line ; and will convey
to the Company, at cost price, with interest, all rails and fastenings
bought in or since the year 1879, and other materials for construction
in the possession of or purchased by the Government, at a valuation ;
such rails, fastenings and materials not being required by it for the
construction of the said Lake Superior and Western sections.

11. The grant of land hereby .^reed to be made to the Company,
shall be so made in alternate sections of 640 acres each, extending back
24 miles deep, on each side of the railway, from Winnipeg to Jasper
House, in so far as such lands shall be vested in the Government, — the
Company receiving the sections bearing uneven numbers. But should
any of such sections consist in a material degree of land not fairly fit
for settlement, the Company shall not be obliged to receive them as
part of such grant, and the deficiency thereby caused and any further
deficiency which may arise from the insufficient quantity of land along
the said portion of railway, to complete the said 25,000,000 acres, or
from the prevalence of lakes and water stretches in the sections grant
ed ( which lakes and water stretches shall not be computed in the
acreage of such sections ), shall be made up from other portions in the
track known as tlio fertile belt, that is to say, the land lying between
parallels 49 and 57 degrees of north latitude, or elsewhere at the option
of the Company, by the grant therein of similar alternate sections ex-
tending bacK 25 miles deep on each side of any branch line or lines of
railway to be located by the Company, and to be shown on a map or
plan thereof deposited with the Minister of Railways ; or of any com-
mon front line or lines agreed upon between the Government and the
Company, — the conditions hereinbefore stated as to lands not fairly fit

■''•llrl

1881.

Catuidian Pacifio Railway.

Cap. 1. 30d

,^8

grant
in tlie

in the
etween

option
ons ex-
ines of
map or
ly coin-

for settlement to bo applicable to such additional grants. And the
Company rajiy with the consent of the Government, select in the
Nortii-Wcst Territories any tract or tracts of land not taken up as a
means of supplying or patrially supplying such deficiency, l^it such
grants shall be maoe only from lands re
ment.

remaining vested in the Govern-

15. The Government shall cxtingiiish the Indian title affecting
the lands herein appropriated, and to bo hereafter granted in aid oi
the railway.

13. The Company sliall liave the right, hubject to the approval
of the Governor in Council, to lay out and locate the line of tlie mil-
way hereby contracted for, iui they may see fit, preserving the folloxv iig
terminal points, namely : from Callander station to the point of junc-
tion with the Lake Superior station ; and from Selkirk to the junction
with the western section .at Kamloops by way of the Yellow Head I'ass.

14. The Company shall have the right, from time to time to lay
out, construct, etpiip, maintain and work branch lines of railway from
any point or points along their main lines of railway, to any point or
points within the territory of the Dominion. Provided, always, that
belore commencing any branch they shall first deposit a map and plan
of such branch in the Department of Railways. And the Govern-
ment shall grant to the Company the lands required for the road bed
oi such branches, and for the stations, station grounds, buildings, work-
shows, yards and other appurtenances requisite for the effiMent con-
struction and working of such branches, in so far as such lands are
vested in the Government.

19. For 20 years from the date hereof, no line of railway shall
be authorized by the Dominion Parliament to be constructed South of
Canadian Pacific Railway, from any point at or near the Canadian
Pacific Railway except such line shall run South West, or to the West-
ward of South West : nor to within fifteen miles of Latitude 49. And
in the establishment of any new Province in the North West Territor-
ies, provision shall be made for continuing such prohibition after such
establishment until the expiration of the said period.

16. The Canadian Pacific Railway, and all stations and station
grounds, work shops, buildings, yards and other property, rolling stock
and appurtenance required and used for the construction and working
thereof, and the capital stock of the Company, shall be forever free
from taxation by the Dominion, or by any Province hereafter to be
establislied, or l)y any Municipal Corporation therein ; and the lands
of the Company, in the North- West Territories, until they are either
sold or occupied, shall also be free from such taxation for 20 years after
the grant thereof from the Crown.

17. The Company shall be authorized by their Act of in-
corporation to issue bonds, secured upon the land granted
and to be granted to the Company, containing provisions for the
use of such bonds in the acquisition of lands, and such
other conditions as the Company shall see fit, — such issue to be for

810 Cap. 1.

Canuilian Parijic JiaUway,

44 Vic.

Ill

I '

$f^.5,000,0f 0. And («li<)ul(l tlio Coiiinimy make such isane of land
grant bonds, then they shall deposit thuni in the hatidrt of the
(-lovernnient, and the (lovernnient shall retain and hold one-
fifth of Buch hondfi as security for the due performance of
the present contract in respect of the n)aintenancc and
continuous working of the railway by the Company, as herein
ajxrecd, for ten years after the completion thereof, and the remaining
$'J '/XiOjOiJO of such bonds shall be dealt with as hereinafter provided!
And as to the said one-liftli of the said bonds, so long as no default
Bhall occur in the maintenance and working of tlie said Canadian
Piicitic ilailway, the (iovernment sliall not present or demand payment
of the coupons of such bonds, nor reciuire paynu^nt of any interest
thereon. And if any of such bonds so to be retained by the Government
ehall be paid oil in the manner to be provided for the extinction of the
whole issue thereof, the (iovernment shall hold the amount received in
payment thereof as security for the same purposes as the bonds so
paid off, paying interest thereon at four per cent, per annum so long
as defaidt is n(*t nuido by the (company in the performance of the con-
ditions hereitf. And at the end of the said period of ten years from
the completion of the said railway, if no default shall tlien have oc-
curred in such maintenance and working thereof, the said bonds, or if
any of them shall then have been ])aidoir, the reniainderofsaidbondsand
the money received for those paid oif, with accrued interest, shall be
delivered ])ack by the (Joveniinent to the Company with all the coup
ons attache ! to such bonds. l>ut if such default should (jccur, the
Government may thereafter require payment (»f interest on the bonds
80 held, and shall not i»e oltliijeil to continue to i):iy interest on the
m(»iiey representing; bonds paid oil' ; and while the Government shall
retain the right to hold the said portion of the said land grant b(>nds,
other securities satisfactory to the (iovenuuent uuiy be substituted for
them by the Company by agreement with the (government.

IH. If the Company shall find it necessary or expedient to sell the
remaining ^20,000 OUO of the land grant bonds or a larger jiortioii of
one dollar for each acre of land then earned by the Company,
they shall be allowed to do so, but the proceeds thereof, over and above
the amount to which the Company shall be entitled as herein provided,
shall l)e deposited with the Government. And the Government shall
pay interest upon such dej)osit half-yearly, at the late of four j)er cent,
per annum, and shall pay over the amount of such deposit to the Com-
pany from time to time as the work proceeds, in the same proportions,
and at the same tiuies and upon the same conditions as the land grant
— that is to say ; the Company shall be entitled to receive from the
Government out of the proceeds of the said land grant bonds, the same
number of dollars as the number of acres of the land subsidy which
shall then have been earned by tl 'iiii, less one fifth thereof, that is to
say, if the bonds are sold at par, It it if they are sold at less than par,
then a deduction shall be made therefrom corresponding to the discount
at which such bonds are sold. And such land grant shall be conveyed
to th' 1 by the Government, subject to the charge created as security
for the said land grant bonds, and shall remain subject to such charge

1881.

Canadian Pacijic. liaUroay.

Cap. 1- 311

till relieved tliercof in bucIi manner iih hIiuII he provided fornt the time
of the issue of sucli honds.

>. The eonipany Hhall nay any expenses whieh shall be in(Mi
Government in carrynn>; out the provisions of the last

irred
two

by the Government in carrynu";
preceding clauses of this contract.

20. If the Company should not issue such land ^rant bonds, then
the Government BJiall retain from out of each |j;rant to he made from
time to time, every fifth section of the lands hereby agreed to bo grant-
ed, such lands to be so retained as security for the i)urpo8e8, and for
the length of time, mentioned in sectic i eighteen hereof. And such
lands may be sold in such matmer and at such prices as shall be agreed
nj)on between the (Tovernment and the (company, and in that case tiie
t)rice thereof shall be pai<l to, and held by the Government for the
(jame period, and for the same j.urposes as the land itself, the Govern-
ment paying four per cent, per annmn interest thereo.i. A!nd other

securities satisfactory to the Government may be substituted for such
lands or money by agreement with the Government.

21. The company to be incorporated, with sufficient powers to
enable them to carry out the foregoing contract, anil this contract shall
r ly be binding in the event of an Act of incorporation being granted

> the Company in the form hereto appended as Schedule A.

23. The Railway Act of 1879, in so far as the provisions of tlio
same are applicable to the undertaking referred to iti this contract,
and in ho far as they are not inconsistent with or contrary to the pro-
visions of the Act of incorporation to be granted to the Company, snail
ap])ly to the Canadian Pacific Railway.

In witness whereof the parties hereto have executed these jiresentg
at the City of Ottawa, this twenty-iirst day of October, 1880.

(Signed)

M
<(
U
it
U

U
C(

CHARLES TUPPER,

Minister of Railways and Canals.
GEO. STEPHEN,
DUNCAN McINTYRE,
J. S. KENNEDY,
R. B. ANGUS,
J.J. HILL,

Per pro. Geo. Stephen.
MORTON, ROSEA Co.
KOIIX, REINACII <^ Co.,

P.y P. Du P. (4renfell.

Signed in presei\co of F. BRArN,\

and Seal of the Department I

hereto affixed by Sir Charlks V

TuppER, in presence of I

(Signed) F. Braun./

312 Cap. 1.

Canadian Paci/t<; Iiailway.

SCHEDULE A, TlEFKlillED TO IN THE
FOUEGOINCI CONTRACT.

44 Vic.

INCOKI'OKATION.

1* George Stephen, of Montreal, in (Canada, Ewjniro ; Duncan
Mclntyre, of Montreal, aforcBaid, Mercliaiit ; Jolm S. Kennedy, of
New I'ork, in the State of New York, IJaidccr ; the linn of Morton,
Rose and Company, of London, in England, Merehanta ; the linn of
Kohu, Reinacli and Company, of Paris, in France, 1 'ankers ; Richard
B. Anmis, and James J. llill, both of St. Paul, in the State of Minne-
sota, Es<jxiire.s; with all such other persons and corporations as shall Ixi-
come shareholders in the Company lierehy incorporateil, shall he and
they are hereby constituted a hody corporate and politic, by th.e name
of the "Canadian Pactic Rsiilway Company."

2« The capital stock of the Conipany shall be twenty-five million
dollars, divided into shares of one hundred dollars each, which shares
shall be ti-ansiferable in such manner and upon such conditions as shall
be proved bv the by-laws of the Company ; and such shares, or any
part thereof, may be granted and issued as paid-up shares for value
oondjUle received by the Company, either in money at par or at such
price and upon sucIj conditions as tlie board of directors may fix, or as
part of the consideration of any conti-act made by the Company

3. As soon as five million dollars of the stuck of the Company
have been subscribed, and thirty per centum thereof paid up, and upon
the deposit vith the Minister of Finance of the Dominion of one mill-
ion dollars iu money or in securities approved by the (Governor in
Council, for the purpose and upon the conditions in the foregoing con-
tract provided, the said contract shall become antl be transferred to the
Company, without the execution of any deed or instrument in that be-
half ; and the Company shall, tliereiipon become and be vested with all
the rights of the contractors named in the said cont|'act, and shall be
subject to,and liable for, alltheir duties and obligations, tothesame extent
and in the same mi;nner as if the said contract had been executed by
the said Company instead of by the said contractors ; and thereupon
the said contractors, as individuals, shall cease to have any right or
interest in the said contract, and sliall not be subject to any lial)ility or
responsibility under the ternis thereof otherwise than as members of
♦iie corporation hereby created. And ujioii the performance of the
said conditions resjiecting the subscription of stock, the jiartial payment
thereof, and the deposit of one million dollars to the satisfaction of the
Governor in Couii'il, the publicalion by the Secretary of the State in
the 6^ana</a ^»''acf'//<, of a Jioticc that the transfer of the contract to
the Company has been elTected :iiiil completed shall be conclusive proof
of the fact. And the Company shall cause to be paid up, on or before
the first day of Ma}* next, a further instalment of twenty per centum
upon the said first subscription of five million dollars, of which call
thirty days notice by circular mailed to each shareholder shall be sufli-

m--

1881.

Canadian Pacific liailway.

Cap. 1. 313

(■iitiiiii

h call

■>e bufii-

cient. And the Company Bhall call in, and cause to bo paid up, on or
before the iJlat day of Dcconiber, 1882, the remainder oi the said first
Bubfecription of five million dollars.

4. All the franchises and powers necessary or useful to the Com-
pany to enable them to carry out, perform, enforce, use, and avail them-
selves of, every condition, stipulation, obligation, duty, right, ic.nedy,
privilege, and advantage agreed upon, contained or described in the said
contract, are hereby conferred upon the Company. And the enact-
ment of the special provisions hereinafter contained shall not be held
to impair or (lerogato from the generality of the franchises and powers
80 hereby conferred upon them.

DIRECrORl.

5. The said George Stephen, Duncan Mclntyrc, John S,
Kennedy, Richard B. Angus, James J. Hill, Ilenrv Stafford
Northcote, of London, afores-iid, E8(piire8, Pascoe du r. Grenfell,
of London, aforesaid, Merchant, Charles Day Rose, of Lor 'on,
aforesaid. Merchant, and Baron J. de Reinach, of I'aris,
aforesaid, Hanker, are hereby constituted the first directors of the
Company, with power to .add to their number, but so that the directors
shall not in all exceed fifteen in nunioer ; and the majority of the di-
rectors, of whom the President shall be one, shall be British subjcv^.j.
And the Board of Directors so constituted shall have all the lowers
hereby conferred upon tluj directors of the Company, and they shall
hold ottice until the fii-st annual meeting of the shareholders of the
Company.

6. Each of the directors of the Company, hereby appointed, or
hereafter appointed or elected, shall hold at least two hundred and fifty
shares of the stock of the Company. But the number of directors to
be hereafter elected by the shareholders shall be such, not exceeding
fifteen, as shall be fixed by by-law, and subject to the same conditions
as the directors appointed by, or under the authority of, the last pre-
ceding section ; the number thereof may be hereafter altered from
time to time in like manner. The votes for their election shall be by
bs;^'.ot.

7. A majority of the directors shall from a quorum of the board ;
and until otherwise provided by by-law, directors may vote and act by
proxy such proxy to be held by a director only ; but no director shall hold
more than two proxies, and no meeting of directors shall be comjMJtent to
transact business unless at least three directors are present thereat in
pereon, the remaining number of directors required to form a quorum
being represented by proxies.

8. The board of directors may apjioint from out of their number an
ExeciJtive Committee, composed of at least • three directors, for the
transaction of the ordinary busine&s of the Company, with such powers
and duties as shall be fixed by the by-laws ; and the President snail be
ex officio a member of such committee.

9. The chief place of business of the Company shall be at the
City of Montreal, but the Company may, from time to time, by by-

^"ym

814 Cap. 1.

Ca/tiadian Pacific Railway.

44 Vic.

1 ■

law, appoint and fix other places within or beyond the limits of Canada
at whicn the business of tlie Company may be transacted, and at which
the directors or shareholders may meet, when called as shall be deter-
mined by the by-laws. And the Company shall appoint and fix by by-
law, at least one place in each Province or Territory through which
the Railway shall pass, where service of i)roce88 may be made upon the
Company, m respect of any cause of action arising within such Pro-
vince or Territory, and may afterwards, from time to time, change
such place l)y by-law. And a copy of any by-law fixing or changing
any such place, duly authenticated as herein provided, shall be depos-
ited by the Company in the office, at the seat of Government of the
Province or Territory to which, such by-law shall apply, of the Clerk
or Prothonotary of the highest, or one of tiie highest, courts of civil
jurisdiction of such Province or Territory. And if any cause of action
shall arise against the Company within any Province or Territory, and
any writ or process be issued against the Company thereon out of any
court in ^such Province or Territory, service of such process maybe
validly made upon the Company at the place within such Province or
Territory so api^ointed and fixed ; but if the Company fail to appoint
and fix such place, or to deposit, as hereinbefore provided, the by-law
made in tiiat behalf, any such process may lie validly served upon the
Company, at any of the stations of the said Railway within such Pro-
vince or Territory.

SH AKEUOLDERS.

10. The first annual meeting of the shareholders of the Company,
for the appointment of directoi's, shall be held on the second Wednes-
day in May, one thousand eight hundred and eighty-two, at the princi-
pal office of the Company, in Montreal ; and the annual general meet-

• ing of shareholders, for the election of directors and the transaction of
business generally, shall be held on the same day in each year thereaf-
ter at the same place unless otherwise provided by the by-laws. And
notice of each of such meetings shall be given by the publication
thereof in the Canada Gazette for four weeks, and by such further
means as shall, from time to time, be directed by the by-laws.

11. Special general meetings of the shareholders maybe convened
in such manner' as shall be provided by the by-laws. And except as
hereinafter provided, notice of such meetings shall be given in the same
manner as notices of iumual general meetings, the purpose for which
such meeting is called being mentioned in the notices thereof; ard,
except as hereinafter provided, all such meetings shall be held at the
chief place of business of the Company.

12. If at any time before the first annual meeting of the sharehold-
ers of the Company, it should become exi)edient that a meeting of the
directors of the COftipany, or a special general meeting of the share-
holders of the Company, should be held, before such meeting can con-
veniently be called, and notice thereof given in the manner provided
by this Act, or by the by-laws, or before by-laws in that behalf have

, been passed, and at a place other than at the chief place of business of
the Company in Montreal before the enactment of a by-law authoriz-

1881.

Ccmadian Pacific Railway.

Cap. 1. 316

ing the liolding of sucli meeting elsewhere; it shall be lawful for the
President or for any tliree eitiier of directors or of shareholder, or of
both, to be held at the city of London in England, at times and places
respectively, to be stated in the notices to l)e given of such meetings
respectively. And notices of such meetings may be validly given by
a circular mailed to the ordinary address of each director or sharehold-
er as the case nuiy be, in time to enable him t() attend such meeting,
stating in general terms the purpose of the intended meeting. And
in the case of a meeting of shareholders, the proceedings of such meet-
ing shall be held to be valid and sufficient, and to bo binding on the
Company in all respects, if every shareholder of the Company be pre-
sent thereat in person or by proxy, notwithstanding that notice of such
meeting shall not have been given in manner recpiired by this Act.

IJJ. No shareholder holding shares upon which any call is over
due and unpaid shall vote at any meeting of shareholders. And un-
less otherwise provided by the by-laws, the person holding the proxy
of a shareholder shall be himself a shareliolder. •

14. No call upon unpaid shares shall be made for more that
twenty per centum upon the amount thereof.

KAILWAY AND TELEGKAPH UNE.

15. The Company may lay out, construct, acquire, equip, main-
tnin and work a continous line of railway, of the gauge of four feet
eight and one-half inches ; which railway shall extend from the ter-
minus of the Canada Central Railway near ].iako Nipissing, known as
Callander Station, to Port Moody in the Province of British Columbia;
and also, a branch line of railway from some point on the main line of
railway to Fort William on Thunder Bay ; and also the 'xisting branch
line of railway from Selkirk in the Province of Manitooa to Pembina
in the said Province ; and also other branches io be located by the
Company from thne to time as provided by the said contract, — the

said branches to be of the gauge aforesaid : and the said main line of
railway, and the said branch lines of railway, shall be commenced and
completed as provided by the said contract ; and together with such
other branch lines as shall be hereafter constructed by the said Com-
pany, and any extension of tl e said main line of railway that shall be
liereafter bo constructed or accpiired l)y the Company, shall constitute
the line of railway hereinafter called Tue Canadian Pacific Rail-
way.

lO. The Company may construct, maintain atid work a continous
telegra})h line and telephone lines throughout and alon^ the .vhole line
of the Canadian Pacific Railway, or any part thereof, and may also
construct or ac(piire by purchase, lease or otherwise, any other line or
lines of telegraph connecting with the line so to be constructed along
the line of the said railway, and may undertake the transmission of
messages for the public by any such line or lines of telegraph or tele-
phone, and collect tolls for so doing ; or may lease such line or lines of
telegraph or telephone, or any portion thereof; and, if they think pro-
per to undertake the transmission of messages for hire, they shall be

316 Cap. 1.

Canadian Pacific Railway,

44 Vic.

subject to the provisions of the fourteenth, fifteenth and sixteenth
sections of cliapter sixty-seveu of the Consolidated ' tatutesof Canada.
And they may use any improvement that may hereafter be invented
( subject to the rights of patentees ) for telegraphing or telephoning,
and any other means of communication that may be deemed expedient
by the Company at any time hereafter.

Powers.

IT. "7%^ Consolidated Railway Act, 1879," in so far as the
provisions of the same are applicable to the undertaking authorized by
this chai*ter, and in so far as they are not inconsistent with or contraiy
to the provisions hereof , and save and except as hereinafter provided,
is hereby incorporated herewith

18. As respects tlie said railway, the seventh section of "The
Consolidated Railway Act^ 1879," relating to Powers, and the eight
section thereof relating to Plans and Surveys, shall be subject to the
following provisions : —

a. The Company shall have the right to take, use and hold the beach
and land below high water mark, in any stream, lake, navigable water
gulf or sea, in so far as the same shall be vested in the Crown and shall
not be required by the Crown, to such extent as shall be required by the
Company for its railway and other works, and as shall be exhibited
by a map or plan thereof deposited in the office of the Minister
of Railways. But the provisions of this snb-section shall not apply
to any beach or land lying East of Lake Nipissing except with the
approval of the Governor in Council.

h. It shall be sufficient that the map or plan and book of refer-
ence for any portion of the line of the railway not being within any
district or county for which there is a Clerk of the peace, be deposited
in the office of tiie Minister of Raihvays of Canada ; and any omission,
mis-statement or erroneous diecription of any lands therein may be
corrected by the Company, with the consent of the Minister and cer-
tified by him ; and the Company may then make the railway in ac-
cordance with such certified correction.

c. The eleventh sub-section of the said eighth section of the Rail-
way Act shall not apply to any portion of the railway passing over
ungranted lands of the Crown, or lands not within any surveyed town-
ship in any Province ; and in such places, deviations not exceeding
five miles from the line shown on the map or plan as aforesaid, deposit-
ed by the Company, shall be allowed, without any formal correction or
certificate ; and any further deviation that may be found expedient
may be authorized by the order of the (iroveruor in Council, and tl.e
Company may then make their railway in accordance with such autlior-
ized deviation.

d. The map or plan and book of reference of any part of the main
line of the Canadian Pacific Railway made and deposited in accordaTico
with this section, after approval by the Governor in Council, and of any
branch of such railway hereafter to be located by the said Company in
respect of which the approval of the Governor in Council shall not be

1881.

Canadicm Pacific Railway.

Cap. 1. 317

necessary, shall avail as if made and deposited as required by the said
'•^ Consolidated Railway Act, 1879," for all the purposes of the said
Act, and of this Act ; and any copy of, or extract therefrom, certified
by the said Minister or his deputy, shall be received as evidence in any
court of law in Canada.

e. It shall be sufficient that a map or profile of any part of the
completed railway, which shall not lie within any county or district
having a registry office, be filed in the office of the Minister of Hallways.

19. It shall be lawful for the Company to take from any public
lands adjacent to or near the line of the said railway, all stone, tmiber,
gravel and other materials which may be necessary or useful for the
construction of the railway ; and also to lay out and appropriate to the
use of the Company, a greater extent of lands, whether public or pri-
vate, for stations, depots, workshops, buildings, side-tracks, wharves,
harboui-s and roadway, and for establishing screens against snow, than
the breadth and quantity mentioned in " The Consolidated Railway
Act, 1879," — such greater extent taken, in any case being allowed by
the Government, and shown on the maps or plans deposited with the
Minister of Railways.

J80. The limit" to the reduction of tolls by the Parliament of
Canada provided for by the eleventh sub-section oi the 17th section of
" The Consolidated Uailway Act, 1879," respecting tolls, is hereby
extended, so that such reduction may be to such an extent that sucn
tolls when reduced shall not produce less than ten per cent, per annum
profit on the capital actually expended in the construction of the rail-
way, instead oi not less than fifteen per cent, per annum profit, as
provided by the said sub-section ; and so also that such reduction shall
not be made unless the net income of the Company, ascertained as des-
cribed in said sub-section, shall have exceeded ten per cent, per annum
instead of fifteen per cent, per annum as provided by the said sub-sec-
tion. And the exercise by the Governor in Council of the power of
reducing the tolls of the Company as provided by the tenth sub-section
of said section seventeen is hereby limited to the same extent with
relation to the profit of the Company, and to its net revenue, as that to
which the power of Parliament to reduce tolls is limited by said sub-
section eleven as hereby amended.

21. The first and second sub-sections of section twenty two of "TA«
Consolidated Railway Act, 1879," shall not apply to the Canadian
Pacific Railway Company ; and it is hereby enacted that the transfer
of shares in the undertakmg shall be made only upon the books of the
Company in person or by attorney, and shall not be valid unless so
made ; and the form and mode of transfer shall be such as shall be,
from time to time, regulated by the by-laws of the Company. And the
funds of the Company shall not be used in any advance upon the
security of any of tne shares or stock of the Company.

22. The third and fourth sub-sections of said section twenty-two
of " The Consolidated Railway Act, 1879," shall be subject to the
follo\7ing provisions, namely, — that if before the completion of the
railway ana works under the said contract, any transfer should purport

\ ^

■.'$

318 Cap. 1.

Canadian Pacific Railioay.

44. Vic.

to be made of any stock or share in the Company, or any transmission
of any sliare should he effected under the provisions of said sub-section
four, to a person not ah'eady a shareholder in the Company, and if in
the opinion of the Board it shoxdd not be expedient that the person
(not being already a shareholder) to whom such transfer or transmission
shall be made or effected should be accepted as a shareholder, the
Directors may by resolution veto such transfer or transmission ; and
thereafter, and until after the completion of the said railway and works
under the said contract, such person sliall not be, or be recognized as a share-
holder in the Company ; and the original shareholder, or his estate, as
the case may be, shall remain subject to all the obligations of a share-
holder in the Com])any, with all the rights conferred upon a shareholder
under this Act. lint any firm holding paid-up shares in the Comi^any
may transfer the whole or any of sucJi shares to any partner in such
firm having already an interest as such partner in such shares, without
being subject to such veto. And in tlie event of such veto being
exercised, a note shall be taken of the transfer or transmission so voted
in order that it may be recorded in the books of the Company after
the completion of the Railway and works as aforesaid ; but until such
completion, the transfer or transmission so vetoed shall not confer any
rights, nor have any effect of any nature or kind whatever as res])ects
the Company.

23. Sub-section sixteen of section nineteen, relating toPRESinENT

AND DiRKOTOES, THEIR P:LECTI0N AND DUTIES ; Bub-SCCtion tWO of SCCtioU

twenty-four, relating to By-laws Notices &c., subsections five and
six of section twenty-eight, relating to General Provisions,
and section ninety-seven, relating to Railway Fdnd, of '•''The Consoli-
dated Railway Act, 1879," shall not, nor shall any of them apply to
the Canadian Pacific Railway or to the Company hereby incorporated.

24. The said Company shall afford all reasonable facilities to the
Ontario Pacific Junction Railway Company, when their railway shall be
completed to a point of junction with the Canada Pacific Railway ;
and to the Canada Central Railway Company, for the receiving for-
warding and delivering of traffic upon and from the railways of the
said Companies, respectively, and for the return of carriages, trucks
and other vehicles ; and no one of the said Companies shall give or con-
tinue any preference or advantage to, or in fa\'our of either of the
others, or of any particular description of traffic, in any respect whatso-
ever ; nor shall any one of the said Companies subject any other there-
of, or any particular description of tratfic, to any prejudice or disad-
vantage in any respect whatsoever ; and any one of the said Companies
which shall have any termimis or station near any terminus or station
of either of the others, shall afford all reasonable facilities for receiving
and forwarding all the traffic arriving by either of the others, without
any unreasonable delay, and without preference or advantage, or pre-
judice or disadvantage, and so that no obstruction inaj' be offered in the
using of such railway as a continuous line of communication, and so
that all reasonable accommodation may, at all times, by the means afore-
said, bo mutually afforded by and to the said several railway companies;
and the said Canadian Pacific Railway Company bliall receive and

1881.

Canadian Pacific liailioay.

Cap. 1. 319

carry all freight and passing traffic sliippcd to or from any point on
the railway of cither of the said above named railway companies pas-
sing over the Canada Pacific Railway or any part thereof, at the same
mileage rate and subject to the same charges for similar services, with-
out granting or allowing any preference or advantage to the traffic
commg from or going upon one of such railways over such traffic com-
ing from or going upon the other of them, reserving, however, to the
said Canadian Pacific Railway Company the right of making special
rates for purchasers of land, or for immigrants; or intending immigr.ints
which special rates shall not govern or affect the rates of passenger
traffic as between the said Company and the said two aboved named
Companies or either of them. Arid any agreement made between any
two of the said companies contrary to the foregoing provisions, shall be
unlawful, null and void.

25. The Company under the authority of a special general meet-
ing of the shareholders thereof, and as an extension of the railway here-
by authorized to l<o constructed, may purchase or acquire by lease or
otherwise, and hold and operate, the Canada Central Railway, or may
amalgamate therewith and may inirchase or acquire by lease or
otherwise and hold and operate a line of lines of railway
from the city of Ottawa to any point at navigable water on tiie Atlantic
seaboard or to any intermediate point, or may acquire running powers
over any railway now constructed between Ottawa and any such point,
or intermediate point. And the Company may purchase or acquire
any such railway subject to such existing mortgages, charges or liens
thereon as shall be agreed upon, and shall possess with regard to any
lines of railway so purchased, or acquired, and becoming the property
of the Company, the same powers as to the issue of bonds thereon,
or on any of them, to an amount not exceeding twenty thousand
dollars per mile, and as to the security for such bonds, as are conferred
upon the Company by the twenty -eight section hereof, in respect of bonds
to be iBsued upon the Canadian Pacific Railway. But such issue of
bonds shall not affect the right of any holder of mortgages or other
charges already existing upon any line of railway so purchased or ac-
quired ; and the amount of bonds hereby authorized to be issued upon
such line of railway shall be diminished by the amount of such existing
mortijaa;es or chary:es thereon.

"fe-fe^

26, The Company shall have power and authority to erect and
maintain docks, dockyai-ds, wharves, slips and piers at any point on or
in connection with the said Canadian Pacific Railway, and at all the
termini thereof on navigable water, for the convenience and accommi-
dation of vessels and elevatora ; and also to acquire, and work elevators ;
and to acquire, own, hold, charter, work, and run, steam and other
vessels for cargo and passengers upon any navigable water, which the
Canadian Pacific Railway may reach or connect with.

BY-LAWS

27. The by-laws of the Company* may provide for the remuner-
ation of the president and directors of the Company, and of any ex-
ecutive committee of such directors; and for the transfer of stock and

820 Cap. 1.

Canadiwi Pctdjic Railway.

44 Vic.

shares ; the reei'stratioii and inBcription of stock, shares, and bonds, and
the transfer oi registered bonds, and the payment of dividends and
interest at any place or places within or beyond the limits of Canada ;
and for all otlier matters required by the said contract or by this Act
to be regulated by by-laws : but the by-laws of the Company made as
provided by law shall in no case have any force or effect after the
next general meeting of shareholders, which shall be held after tlie
passage of such by-laws, unless they are approved by such meeting.

BONDS.

28. The Company, under the authority of a special general meet-
ing of the shareholders called for the puipose, mjiy issue mortgage
bonds to the extent of ten thousand dollars j)er mile of the Canadian
Pacific Railway for the purposes of the undertaking authorized by the
present Act ; which issue shall constitute a first mortgage and privilege
upon the said railway, constructed or acquired, and to be thereafter
ac(juired including rolling stock, and plant, and upon its tolls and
revenues (after deduction from such tolls and revenues of working ex-
penses), and upon the franchises of the Company ; the whole as shall
DC declared and described as so mortgaged in any deed of mortgage as
hereinafter provided. Provided always, however, that if the Company
shall have issued, or shall intend to issue land grant bonds under the
provisions of the thirtieth section hereof, the lands granted and to be
granted by the Government to the Company may be excluded from the
operation of sucli mortgage and privilege : and provided also that such
mortgage and privilege shall not attach upon any property which the
Company are hereby, or by the said contract, authorized to acquire or
receive from the Government of Canada until the same shall have been
conveyed by the Government to the Company but shall attach upon
such pro]ierty, if so declared in such deed, as soon as the same shall be
conveyed to the Company. And such mortgage and privilege may be
evidenced by a deed or deeds of mortgage executed by the Company,
"with the authority of its shareholders expressed by a resolution passed
at such special general meeting ; and any such deed may contain such
description of the property mortgaged by such deed, and such conditions
respecting the payment of the bonds secured thereby and of the interest
thereon, and the remedies which shall be enjoyed by the holders of such
bonds or by any trustee or trustees for them in default of such pay-
ment, and the enforcement of such remedies, and may provide for such
forfeitures and penalties, in default of such payment, as may be
approved by sucli meeting ; and may also contam, with the approval
aforesaid, authority to the trustee or trustees, upon such default, as one
of such remedies, to take possession of the railway and property mort-
gaged, and to hold and run the same for the benefit of the bondholders
thereof for a time to be limited by such deed, or to sell the said railway
and property, after such delay, and upon such terms and conditions aa
may be stated in such deed ; and with like approval any such deed may
contain pro^ isions to the effect that upon such default and upon such
other conditions as shall be described in such deed, the right of voting
possessed by the shareholders of the Company, and by tne holders of
preferred stock therein, or by either of them, shall cease and determine,

tm-^k i

1881.

Canadian Pacijic Railway.

Cap. 1. 321

rmine,

and shall thereafter appertain to the bondholders, or to them and to
the holders of the whole or of any i)art of the preferred stock of the
Coin])any, as shall be declared by such deed ; and such deed may also
provide for the conditional or absolute cancellation after such sale of
any or all of the shares so de[)rivcd of voting power, or of any or all
of the preferred stock of the coni])any, or both ; and may also, either
directly by its terms, or indirectly by reference to the by-laws of tlio
Company, provide for the mode of enforcing and exercising the powers
and authority to be conferred and defined by such deed, uncfer the
provisions hereof. And such deed, and the provisions thereof made
under the authority hereof, and such other provisions thereof as shall
purport (with like approval) to grant oUch further and other powers and
privileges to such trustee or trustees and to such bondholders, as aio
not contrary to law or to the provisions of this Act, shall be valid and
binding. IJut if any change in the ownership or possession of the said
Railway and property shall, at any time, take place under the j^rovisions
hereof, or of any sucii deed, or in any other manner, the said Railway
and property shall continue to be held and operated under the provi-
sions hereof, and of " 7'A(? Consolidnted liaihnay Ad^ 1879,'' as hereby
modified. And if the Company does not avail itself of the power of
issuing bonds secured upon the land grant alone as hereinafter provided,
the issue of bonds hereby authorized may be increased to any amount
not exceeding twenty thousand dollars per mile of the said Canadian
Pacific Ivailway. »

21>. If any bond issue be made by the Company under the last
preceding section before the said railway is completed according to the
said contract, a proportion of the proceeds of such bonds, or a proportion
of such bords if they be not sold, corresponding to the proportion of
the work contracted for then remaining incomplete, shall be received
by the Government, and shall be held, dealt with and, from time to
time, paid over by the Government to the Company upon the same
conditions, in the same manner and according to the same proportions
as the proceeds of the bonds, the issue of which is contemplated by sub-
section d. of Clause 9 of the said contract, and by the thirty-first
section hereof.

30> The Company may also issue mortgage bonds to the extent
of twenty five million dollars upon the lands granted in aid of the
said railway and of the midertaking authorized by this Act ; such issue
to be made only upon similar authority to that required by this Act
for the issue of bonds ui)on the railway ; and when so made such bonds
shall constitute a first mortgage u])on such lands, and shall attach upon
them when they shall be granted, if they are not actually granted at
the time of the is:^ue ol: such bonds. And such inortgagcs may be evi-
dence by a deed or deeds of mortgug ; to be qxecuted under like autho-
rity to the deed of securing the issue of bonds on the railway : and
SI -h deed or deeds under like authoril y may contain similar conditions
and may confer upon the trustee or trustees named thereunder and
upon the holders of the Innids secured thereby, remedies, authority,
powei- and privileges and may provide for forfeitures and penalties,

(

,.!

',:

\li

H ' • ■;

> '!

322 Clip. 1.

Canadian Pacip'c liailway.

U Vic.

t- '

similar to those wliicli may ho iiiHorted and provided for under the
prnvisiotis of thin Act in any deed securing the issue of bonds on the
railway, together with .such other provisions and eonditions not incou-
sisiont with law or with this Act as shall be so authorized. And hucIi
bonds may be styled Land 'irant I'onds, and they and the proceeds
thereof shall be dealt with in the manner provided in the said con-
tract.

31. The Company may in the place and stead of the said land
grant bonds, issue bonds under the t\vent-ei<i;ht section hereof, to such
amount as they shall agree with the Government to issue, with the
interest guaranteed by the (Jovernment a:; provided for in the said con-
tract ; and such bonds to constitute a mortgage upon the property of
the Company and its fj-anchises acquired and to be thereafter actpiired
— includiug the main line of the Canadian Pacific liailway, and the
branches thereof hereinbefore described, with the plant and rolling
stock thereof acquired and to l)e thereafter acquired, but exclusive
of sucli other branches thereof and of such i)ei*sonal property as shall
be excluded by the deed of mortgage to be executed as security for
such issue. And the provisions of the said twenty-eighth section shall
a])ply to such issue of bonds, and to the security which nuiy be given
for tiie payment thereof, and they and the proceeds thereof shall be
dealt with as hereby and by the said contract provided.

JJ2. It shall not be necessary to afhx the seal of the Comjmny to
any mortgage bond issued under the authority of this A^'t ; and every
such bond issued without such seal shall have the same force aiul effect,
and be held, treated and dealt with by all courts of law and of equity
as if it were sealed with the seal of the company. And if it is pro-
vided by the mortgage deed executed to secure the issue of any bonds,
that any of the signatures to such bonds or to the coupons thereto ap-
pended may be engraved, stamped or litliographed thereon, such en-
graved, stamped or lithographed signatures shall be valid and binding
on the Company.

33. The phrase "working expenses" shall mean and include all
expenses of maintenance of the railway, and of the stations, buildings,
w'orks and conveniencies ])elonging thereto, and of the rolling and other
stock and moveable plant used in the working thereof, and also all such
tolls, rents or annual sums as may be paid in respect of the hire of
engines, carriages or wiggons let to the Company ; also, all rents, char-
ges, or interest on the j)urchase money of lands belonging to the Com-
pany, purchased but not paid for, or not fully paid for ; and also all
expenses of and incidental to woi'king the railway and the traffic there-
on, including stores and consumable articles ; also rates, taxes, insurance
and compensation for accidents or losses ; also all salaries and wages
of persons employed in and about the working of the railway and tratHc,
and all office and manngeinent expenses, including directors' fees,
agency, legal and other like expenses.

31. The bonds authorized by this Act to be issued upon the rail-
way or upon the lands to be granted to the Company, or both, may he
so issued in whole or in part in the denomination of dollars, pouncte

1881.

Canadian Pacifiv linilmay.

Cap. 1. 826

sterling, or francs, or in any or all of thotn, and the coupons may be
for payment in denominations similar to those of the hond to which
they are attadied. And the whole or any of such bonds, may be pledg-
ed, negotiated or sold upon such conditions and at such price as the
Board of Directors shall from time to time, determine. And provision
may be made by the by-laws of the (company, that after the issue of
any bond, the same may ])e surrendered to the Company by the holder
thereof, and the Company may, in exchange therefor, issue to such
holder inscribed stocic of the Company, which inscribed stock may
be registered or inscribed at the chief place of business of the Company
or elsewhere, in such manner, with such rights, lions, privileges and
preferences, at such place, and upon such conditions, as shall be
provided by the by-laws of the Company.

3{l. It shall not be necessary, in order to preserve tlie priority,
lien, charge, mortgage or ])rivilege, purporting to appertain to or be
created by any bond issuetl or mortgage deed executed under the pro-
visions of this Act, that such bond or deed shall be em'cgistered in
any manner, or in any place whatever. Kut every such mortgage deed
shall be deposited in the office of the Secretary of State, of which de-
])osit notice shall be given in the Canada Gazette. And in like manner
any agreement entered into by the Company, under section thirty-six
of this Act, shall also be deposited in the said office. And a copy of
any such mortgage deed, or agreement, certified to be a true copy by
the Secretary of State or his Deputy, shall be received as prima fane
evidence of the original in all coiirts of justice, without proof of the
sigtiaturcs or'seal uj)on such original.

JJC If, at any time, any agreement be made by the Company
with any persons intending to become bondholders of the Company,
or be contained in any mortgage deed executed under the authority of
this Act, restricting the issue 01 bonds by the Company, under the
powers conferred by this Act, or defining or limiting tlie mode of exer-
cising such powers, the Company, after tne deposit thereof with the
Secretai-y of State as hereinbefore provided, shall not act u])on such
powers otherwise then as deJined, restricted and limited by such agree-
ment. And no bond thereafter issued by the Company, and no order,
resolution or proceeding thereafter made, passed or had by the Com-
pany, or by the Hoard of Directors, contrary to the terms of such
agreement, shall be valid or eft'cctual.

StT. The Company may, from time to time, issue guaranteed or
preferred stock, at such price, to such amount, not exceeding ten
thousand dollars per mile, and upon such conditions as to the preferences
and privileges appertaining thereto, as shall be authorized by the maj-
oiity in value ot the shareholders present iti person or represented by
proxy at any annual meeting or at any special general meeting thereof
called for the purpose, — notice ot the intention to propose such issue
at such meeting being given in the notice calling such meeting. But
the guarantee or preference accorded to such stock shall not interfere
with the lien, mortgage and privilege attaching to bonds issued under
the authority of this Act. And the holders of such preferred stock

824 Cjip. 1.

Canadimi Pacific Railway.

44 V

ic.

sliall Iiiivu Kucli pou'ur of voting at ineetin^ of sliaroholdoi's, ofi shiill
bo coiiforred upon them by the by-law8 of the (Company

KXECU'nON OF AOKKKMKNTrt.

aw. Kvery contract, ai?recnient, cnj?a<fcinent, scrij) certificate or
bargain made, and every bill of exchange (frawn, accepted or en<lor8C(l,
and every promissory note and che(iue made, drawn or endorsed on he-
half 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 stial of the Company affixed to any such bill,
note, cheque, contract, agreement, engagement, bargain, or scrip certi-
ficate, or to prove that the same wns miidc, drawn, accepted or endorsed
as the case nuiy be, in pursuance of any by-law or special vote or order;
nor shall the party so acting as agent, otlicer or servant of the Company
be subjected individually to any liability, whatsoever, to any third party
thereof ; Provided always, that nothing in this Act shall be construed
to authorize the Company to issue any note payable to the bearer there-
of, or any promissory note intended to be circulated as money, or as
the note of a ban a, or to en.',age in the business of banking or insurance.

GKNKBAL I'KOVISIONS.

JJIK The Comj)any shall, from time to time, furnish such reports
of the progress of tlie work, with such details and plans of the work,
as the Government may require.

40. As respects places not within any Province, any notice recpiir-
ed by " 'llie ConHolidated ilaiUiiaij A ct, 1 879," to 1 >e gi veij in the "Officiiil
Ga/ette" jf a Province, may be given in the Canmn Gazette.

41* Deeds and conveyances of land to the Company for the pur
poses of this Act, (not lieing letters patent from the Crown) may, in so
far as circumstances will admit, be in the form following, that is to
Bay : —

"Know all men by these presents, that I. A. ]^., in consideration
of paid to me by the Canadian Pacific Railway Company,

the receipt whereof is hereby acknowledged, grant, bargain, sell and
convey unto the said The Canadian Pacific Railway Company, their suc-
cessors and assigns, all that tract or parcel o1 land OlescHhe the land)
to have and to bold the said land and premises unto the said Company,
their successors and assigns for ever.

"Witness my liand and seal, this
one thousand eight hundred and

" Signed, sealed and delivered ) . „

in presence of ) ' *

" C. D.
" E. F."
or in any other form to the like effect. And every deed made in ac-
cordance herewith shall be held and constructed to impose upon the
vendor executing the same tlie obligation of guaranteeing the Company
and its assigns against all dower and claim for djwer and against all
hypothecs .md mortgages and against all liens and charges whatsoever
and also that he has a good, valid and transferable title thereto.

day of

[L.S.]

1882 Repccd of Duties on PromUsory Notes. Cap. 1. 225

REPEAL OF DUTIB:S ON PROMISSORY NOTES.

46 Victoria, Chapter 1.

An Act to repeal the duty on Promissory Notes, Drafts and

Bills of Exchange.

Hvetlon.

I'reamblc.
I. Duty rciicnled after 4th March, 1882.
I'rovisu : as to rights acquirc'l ami

Suction.

I things (lone before the said repeal, and

for rt'deinption of unused stamps.

[Asaentcd to Hf</ Marrh, 1882. ]

ER MajoBty, l)y nixl with tlio advice aiul consent of the Senate and
House of ('oninions of Canada, enacts as follows : —

1. No dnty uliall be payable on any promissory note, draft or bill
of oxclianj^e, made, drawn or a(!('oj)ted in Canada after the fonrtli day
of March, in the present year, one thousand eight hundred and eio;hty-
two ; and from and after the said day the Act pas.sed in the forty-
second year of Her Majesty's reif^n, and intituled ""An Act to amend
and consolidate the laws respecting duties imposed on j)?'0}nissot /
notes and bills of exchange^'' snail be repealed : rrovided always, thut
all Acts or enactments repealed by the said Act shall remain repealed,
and tliat all things lawfully done, and all rights acquired under tlie said
Act or any Act repealed by it, sliall remtiin valid, and all penalties in-
curred under them or any of them, may be enforced and recovered, and
all proceedings commenced under them or any of them may be con-
tinued and completed, as if this Act had not been jjassed : and provided
also, that all unused stamps lawfully issued under the said Act, or any
of them for the payment of any duty hereby rejjealed, shall, after the
said day and until the thirtieth day of June, one thousand eight
hundred and eighty-two, be received at their cost to the holder thereof
at the time of the passing of this Act, in payment of any money
payable to Her Majesty for the public uses of Canada, or in exchange
for postage stamps of like face value.

H. ri

326 Cap. 23.

Insurance Companies, eto.y etc.
CHAP. XXIII.

45 Yic.

An Act respecting Insolvent Banks, Insurance Companies
Loan Companies, Building Societies, and Trading Cor-
porations^

Section.

I.
2.

4-
5-
6.

7-
8.

9-
lo.
II.

12.

13-

14.

IS-

16.

i7-
18.

19-

20.

21.
22.

23-

24.

25-

26.

27.
28.
29.

flO.

3I.
32.
33-
34-
35-

36.
37.

38.

Preamble.

Application of Act. As to railways, &c ,
Applicaiiun of certain sections. The

same.
Definition of " Insurance Co.," " Trad-
in Co."
rt."

"Official Cnzette."

" Company."

"Province."

'■ Contributory."

When a company shall Iw deemed insol-
vent .

When a company shall be deemed unable
to pay its debts.

Time to elapse after demand.

When winding up commences.

Application to court for winding up
order.

Power of court on the application.

If comjiany opix)ses application ; court
may adjourn the proceedings and order
enquiry.

Duty of company and its officers if
enquiry is ordered.

Duty of the court after report on enquiry

Actions agatnst Co. may be restrained ,

Company to cease inisiness ; transfers
of shares void ; corporate state con-
tinues.

After winding up order, actions against
Co. stayed.

Executions, etc. against Co. void .

Court may stay winding up proceedings.

Wishes of creditors, &c., how ascer-
tained. Court may require proof.

Liquidator to be appointed .

An incorporate<l company may be
apjxjinted liquidator .

Additional liquidators.

Quorum .

Security.

If no liquidator.

Provisional liquidator.

Resignation or removal of liquidator .

Remuneration of liquidator.

Description of liquidator .

Duties of liquidator after appointment.

Powers of liquidators ; suits ; business
of company ; sale of property ; general
acts ; proving in bankruptcy, iS;c
drawing or indorsing bills, &c., and
raising funds ; general powers .

When solicitor may be appointed .

Debts, &c., due to the company may he
compromised .

Powers of directors to cease .

39. Moneys to be deposited in bank.

40. A separate deposit account to be kept.

41. Hank book lo l)c produceil at meetings.

42. And on order of court .

43. Liquiilalor subject to summary jurisdic-

tion of Court ; remedies against estate
obtained by summary order and not by
suit, Sic.

44. lialance on hand by liquidator after final

winding up to be ileposited ; penalty
for neglect.

45. If not claimed to be paid to Receiver-

(ieneral.

46. List of contributories.

47. List of contributories must distinguish

between those in their own right and
those in a rejiresentative capacity.

48. Liability of shareholders or their repre-

sentatives.

49. Liability after transfer of shares.

50. Nature of liability of a contributory.

51. Trustee, tVc, of company may be

ordered to pay over balance and deliver
uj) books, i.Vc.

52. Court may order debtors of company to

pay.

53. When calls may be made on contribu-

tories ; proviso; proviso.

54. Contributory may IJe ordered to pay into

Court .

55. Distril)ution of surplus.

56. Contributory about to abscond, &c., may

be arrestee!, and his papers, &c., may be
seized .

57. Hooks, &c., of company are prima fade

evidence as between contributories.

58. Court may allow inspection by creditors,

&c., of company's books, &c.

59. Contrilnitory to vote personally or by

written proxy.

60. What delits may be proved against the

company ; law of set-oflf to apply.

61. DistriinUion of property of com])any.

62. When creditors must send in claims.

63. After expiration of time for sending in

claims, assets may be distributed.

64. Creditors may be compromised with.

65. Duty of creditors holding security;

security l)y negocinble instruments.

66. If ihe security be a mortgage on real

estate or a ship ; if there are subsequent
claims.

67. Duty of liquidator if a secured claim is

filed .

68. Rank, cite, on dividend sheet.

69. No lien by judgment and execution : this

provision not to apply to lien for costs

45 Vic.

1882.

Imnirance Companieft, etc., etc. Cap. 23. 327

Sortion.

Section.

panies
ig Cor-

l)e kept.
. meetings.

ry juristlic-
ainst estate
and not hy

r after final
i\ ; jK-nalty

D Receiver-

distinguish
I right and
pacity .

their repre-

rcs.

il)utory.
^ may he
I and deliver

company to

on contrihu-

l to pay into

id, &c., may
&c ., may be

prima fade

butories.

)y creditors,

:c.

nally or by

against the
o apply .
company.

laims.
r sending in
bated .
sed with,
g security ;
ruments.
;age on real
e subsequeni

red claim is

■t.

edition ; this

en for costs

70. Claim or dividend may be olijectcd to ;

answers and replies ; further proceed
ings consequent upon objection ; further
powers of Court .

71. Gratuitous contracts, &c., when to be

void ; contracts injuring or olistructing
creditors.

72. When contracts with consi<leration shall

be voidalile.

73. As to contracts made in fraud or to

obstruct or delay creditors.

74. Securities given by company for jiayment

when void.

75- raymenls by Co. when to lie void ; pro-
viso .

76. As to debts of Co. transferred to con
tributories.

77- How the [lowers of the Court may be
exercised; in Ontario.

78. Appeals ; proviso ; proviso ; proviso;

further appeal ; in N.W. T.

79. Practice; security on apjieal ; and time

for limited .
So. If not proceeded with, appeal may

dismissed .
Si. Witnesses' attendance, how secured.

82. Persons having information may

examined ; if person summoned refuses
to attend ; Proviso, as to (piestions of
lien on papers.

83. Examination to be on oath ; refusal to

answer, to be contempt.

84. Ofllcer of Company, &c.. mis-applying

money may be coiniielled to rep.iy.

85. Oliiicer of Company, cVc, destroying,

lVc, books, &c,, of C'oinjiany guilty of
misdemeanor .

86. Various provincial Courts to be'auxiliaries

to one another.

87. Order of one Court may be enforced by

another.

88. Rules of procedure as to amendments to

apply.

89. Before whom affidavits may be made

90. Judicial notice of seals, &c.

91. Unclaimed dividends to be paid to
Receiver-General .

92. Powers conferred on Court by this Act

are in addition to the other powers of
the Court .

93. Costs payable out of estate.

94.

95-
96.

97-
98.

99-
100.

lOI,

102.
103.
104.

105.

106.

107.
'08.

109.

J 10.
III.

112.

«I3.
114.
115.

116.

117.
118.

119.

Payment of costs in cases of deficiency of
assets .

Court may direct criminal proceedings
against certain otiicers of the Company.

Persons giving false evidence liable as
for perjury.

Judges may make rules.

Until rules are made, present procedure
to apply .

Provision as to winding up order in case
of a liank

Chairman of meeting.

Scale of votes. " i

Chairman to report result of vote.

Case of failure to appoint licpiidators.

Reservation of I'.ividends on outstanding
notes.

What is sufticient notice to holders of
notes ; in (Quebec.

What is Sufticient notice to certain policy-
holders.

As to deposit held by Receiver-General.

As to holders of policies ijy life insurance
on which no claim has accrued ; ]iro-
viso, if the policy be'cancelled.

Statement of creditors to be prepared by
the liquidator and certain claims collo-
cate(.l without jiroof ; proviso, for con-
testation ; Copy of statement to be tiled
with superintendent of insurance and
notice thereof given.

As to claims accruing after the winding
up order, but within 30 days thereof.

If the holder gives notice of willingness
to accept insurance in another company;
proviso .

Report to .Superintendent of Insurance.

what publication of notice sufficient.

As to deposit held by Receiver-General.

As to policies on which no claim has
accrued at time of winding up order ;
proviso, as to cancellation of policy.

.Statement to he made by liquidators
under sect. 114; proviso; copy to l)e
filed with Superintendent of Insur-
ance ; notice to each creditor.

If a claim accrues after the winding up
order, but withi.i 30 days thereof.

If within 30 days the holder signifies his'
willingness, to accept insurance in
another company .

Report to Superintendent of Insurance.

\Assented to VlthMay, 1882.]

ETl IVfajesty, by and witli tlie advice and consent of the Senate and
House of Commons of Canada, enacts as follows : —

APPLIC.ATIOX OF .\( T.

1, This Act applies to incorporated Banks (including Savings
Banks), incorporated Insurance Companies, Loan Companies having
borrowing- powers, Building Societies having a capital stock, and which
are insolvent or in process of being wound up either under a general or

328 Cap. 23. Inimrance Comjyanies, etc., etc.

45 Vic.

^ i

ii special Act and wliicli, on peMtion ;is in tins Act set fortli, by its
sIiiirelioldorH, or creditors, assignees or licniidators, ask to he ltr()np;lit
within and under tliu i)rovi8ionK of tliis A(!t.

{a). This Act does not apply to railway or tcle_:,n'aph companies, or
tohiiildinij^ societies that have not a ciipital stock.

S. The provisions of sections tliirtoen to ninety-eight inclusive, of
this Act are in tlie case of a hiudc (not iiu^ludingasiivings hank) subject
to the provisions, changes and inodiMcations contained in sections ninety-
nine to one hundred and five inclusive.

(a) The provisions of section tin'rtecn to ninety -eight inclusive of
this Act are in the case of an Insuranrn^ (yoni])any su])ject to the pro-
visions, changes and uiodiHcations contaituKl in sections one hundred
and six to one hundred and nineteen inclusive.

r.NTKRl'UKTATION.

3. An insurance company within the meaning of this Act is a
company carrying on, eit er as a mutual or a stock coni])any, the busi-
ness of ijisurance whcthc/ life, fire, niai'ino (ocean or iidand waters),
accident, guarantee or otherwise.

(a). A trading company within the meaning of this Act is a com-
pany (.-except railway and telegraph companies,) carrying on business
similar to tliat carried on by apothecaries, auctioneers, bankers, brokers,
brickmakers, builders, carpenters, carriers, cattle or slice}) salesmen,
coach proprictoi's, dyers, fullers, keepers of inns, taverns, hotels, saloons
or collee houses, lime burners, livery stal)le keepers, market gardeners,
millers, miners, packers, printers, (juarryme]i,sharebroker8, shipowners,
shipwrights, stockbn)kers, stock-jobbers, victuallers, warehousemen,
wharfingers, persons using the trade of merchandise by way of bar-
gaining, exchange, bartering, connm'ssion, consiginnent <»r otherwise, in
gross or by retail, or by persons who, either for tliemselves, or as agents
or factoi's for others, seek their living by buying and selling or buying
and letting for hire goods or connnodities, or by the manufacture, work-
manship or the conversion of goods or commodities, or trees,

4. Unless otherwise expressed or indicated bv the context the word
"court" means in the Province of Ontario, the Iligh Court of Justice;
in the Province of (Quebec, the Superior Court; in the Province of
Nova Scotia, the Supreme Court; in the Province of Xew I'runs'wick,
the Supreme Court ; in the Province of Prince Edward Island, the Su-
preme Court ; in the Province of llritish Cohnnbia, the Supreme C/ourt;
in the Province of Manitoba, the Court of (Jueen's I'ench ; and in the
North West Territories and the district of Keewatin, such court or
magistrate or other jndiciial authority as may be designated from time to
time by proclamation of the (Jovei'iior in Council, pul)lished in the
Canada Gazette.

!im " Official Gazette" means both the Canada Gazette and the
Gazette published under the authority of the (loviirnment of the Pro-
vince, Territory or District where the proceedings for the winding up
of the buBiness of the company are being carried on, or used as the

.*^

1882;

Tnfivrnnce Companies, etc., etc.

Cap. 23. 329

ollioial inoans of conimuiiicMtion between the LieuteiiaTit-Ciovcnior and

the poopU', and if no sucli (Ja/.ette is jmhlislied, them it means any nows-
)ap(T ])ultlitsluHl in tht; tlie Province, Territory or dintrict, wlii(rli may
)e designated by tlie eonrt for pnbbshing the notices recjuired by tlws

Act.

4S. " Company" inehides any corporation subject to the provisions

of tliis Act.

7. " Province" inchides Territory and District.

H, " Contril)ntory" moans a person liable to contribute to the
assets of a company nnder this Act ; it also includes in all proceed-
in<i;s prior to the final determination of the contributories, a person
alleged to be a contributory.

WHKN COMPANY DEEMED INSOLVENT.

tt. A company is deemed insolvent —

{(i.) Tf it is unable to pay its debts as they become due ;

(J>.) If it calls a meeting of its creditors for the purpose of com-
poundiiiir with them ;

(o.) if it exhibits a statement shewing its inability to meet its lia-
bilities ;

{d.) If it has otherwise acknowlcged its insolvency ;

ie.) If it assigns, removes or disposes of, or is about or attomps to
assign, removes or dispose of, any of its property with intent to defraud,
defeat, or delay its creditors, or any of them ;

(/.) If, with such intent, it has [»rocured its money, goods, chat-
tels, land or property to be seized, levied on or taken under or by any
process or execution.

{(J.) If it has made any general conveyance or assigmruMit of its
property for the benefit of its creditors, or if, being unable to nu)et
its iiai)ilitie3 in full, it makes any sale of conveyance of the whole or
the main ])art of its stock in trade or assets, ithout the consent of its
creditors, or without satisfying their claims;

(h.\ If it permits any execution issued against it, under which any
of its cnattels, land or property are seized, levied upon or taken in ex-
ecution, to remain unsatisfied till within four days of the time fixed by
the sheriif or otKcer for the sale thereof, or for ififteon days after such
seizure.

lO. A company is deemed to be unable to pay its debts as they
l)ecome due —

(a.) Whenever a creditor by assignment or otherwise, to whom
the company is indebted in a sum exceeding two hundred dollars then
due has served on the company, in the manner in which process may
legally be served on it in the place where the service is made, a demand
in writing re(piiring the compar.y to pay the sum so due, aiul the com-
|»auy has for the space of tiine hereinafter mentioned neglected to
l)ay such sum, or to secure or comi)ound for the saine to the satisfaction
of the creditor.

« •

330 Cap. 23.

Insurwi, ze Comjpaniea, etc., etc.

45 Yic.

11. The space of time al)ove referred to it as follows : — In the
case of a Bank, ninety days; in all other casis, sixty days next suc-
ceeding? the service of the demand.

12. The winding up of the business of a company is deemed to
connnence at the time of the service of the notice of presentation of
tlie petition for winding up.

I'ROCKKniNGS FOR WINPINO Ul' OKDEK.

13. When a company becomes insolvent a creditor for the sum of
two hundred dollars may, aftei" four days notice of the application to
the company, apply by petition to the court in the Province where
the head office oi the company is situated, or if they be no head office
in Canada then in the Province where its chief place or one of its chief
places of business is situated, for an order that the business of the com-
pany be wound up. Such order is hereinafter called a " winding up
order."

14. The court may make the order applied for, may disnn'ss the
petition with or without costs, may adjourn the hearing conditionally
or unconditionally, or make any interim or other order that it deems
just.

1»5. If the company opposes the application on the ground that it
lias not become insolvent within the meaning of this Act, or that its
suspension or default was only temporary, and was i.ot caused by any
dehciencv in its assets, and shows reasonable cause for believing that
such opposition is well founded, the court, in its discretion, may, from
time to time, adjourn the proceedings upon such application for a time
not exceediug six months, from the time of the application : and may
order an accountant, or other person to enquire into the aifairs of the
compan}' and to re))ort thereon within a period not exceeding thirty days
from the date of such order.

lO. Upon the service of such order it is the duty of the company,
and of the president, directors, managei's, officers and employees there-
of, and of every, other person having possession or knowledge of any
asset, book or record thereof, to exhibit to the accountant or other
person so named as aforesaid, the books of account of the company,
together with all inventories, papers and vouchers referring to the
business of the company, or of any pereon therewith ; and generally to
give all such information as may be re(|uired by such accountant or
other pei'son as aforesaid, in order to form a just estimate of the affairs
of the company and any refusal vn the part of the president, directors,
managers or employees of the company to give such information, is a
contempt of the court, and is punishable by fine or imprisonment, or
by both, at the discretion of the court.

17. Upon receiving the report of the person ordered to enquire
into the aifairs of the company, and after hearing such persons, being
shareholders or creditors of the com])any as may desire to be heard
thereon, the court may either refuse tlie application or make the wind-
ing up order.

15. The court may at any time after the presentation of a peti-

I 1

1882. Insurance Comjya/tiies, etc., etc. Cap, 23. 331

tion for a winding up order and before making the order, upon the
api)lication of the company, or of any creditor or coiitiiliutory, restrain
further proceedings in any action, suit or proceeding against the com-
upon such terms as the Court thinks lit.

PROCEEDINGS AFrER WINDLXa LP ORDKR.

\9. The company, from the making of tlie winding up order
must cease to carry on its business, except in so far as may, in the
opinion of the liquidator, be rerpiired for the beneficial wincling up
thereof. Any transfers of shares, except transfers made to or with the
sanction ©f the liquidators, under the unthority of the court, or any
alteration in the status of tbe members of the company, after tJie com-
mencement of such winding up, are void, but the corporate state and all
the corporate powers of the company, notwithstanding it may be other-
wise provided l)y tlie Act, charter or instrument of incorporation, con-
tinue until the affairs of the c(jmpany are wound up.

20. When the winding up order is made, no suit, action or other
proceeding shall be ))r(>r'oede(l with or commenced against thecompanv
exce})t wi^h leave of i 3 court and subject to such terms as the court
may impose.

SI. Any attachment, seqnesa-ation, distress or execution put in
force Jigainst the estate or effects of the comj)any after the making of
the winding up order is void.

213. The court may, at any time after the wir.ding up order is
made, upon the application ot any ci'editor or contributory, and uj)on
proof to the satisfaction of the court, that all proceedings in relation to
the winding up ought to be stayed, make an order staying the same,
either altogether or for a limited time, on such terms and subject to
such conditions as it deems tit.

33. The court may, as to it may seem just, as to all mattci-s re-
lating to the winding up, have regard to the M'ishes of the creiHtors,
contributories, shareholders or members, as proved to it by any sufficient
evidence, and may, if it tliinks it exjiedient, direct meetings of the
creditors, contributories, shareholders or members to be summoned,
held and conducted in such manner as the court directs, for the purpose
of ascertaining their wishes, and may appoint a person to act as chair-
man of any such meeting, and to report the result of such meeting to
the court ; in the case of creditors, regard is to be had to the amount
of debt due to each creditor, and in the case of shareholders or members
to the number of votes conferred on each shareholder or member by
the law or regulations of the company. The court may prescribe the
mode of preliminary proof of creditors' claims for the purjwse of the
meeting.

LIQUIDATORS.

24. The winding up order must appoint a li(piidator or more than
one litpiidator of the estate and effects of the company ; but no such
liquidators shall be appointed unless a previous notice be given to the
creditors, contributories, shareholders or membei's in the manner and
form prescribed by the court.

1 1

332 Cup. 23. Insurance Companies^ etc., etc.

45 Yic.

3JS. An incorporated company rasiy be appointed licpiidator to the
goods and effects ot a company imuer tliis Act ; and in case an incorpo-
rated company is so appointed, it msiy act through one or more of its
principal officers to be appointed by tlie court.

26. The court may, if it tliinks fit after the appointment of one
or more liqnidators, appoint additional licpiidators.

27. If more than one licpiidator be appointed, the court may de-
clare whether any act to be done by a liquidator, is to be done by all or
any one or more of the liquidators.

2S. The court may also determine what security is to be given by
a liquidator on his appointment.

20. If at any time there be no liquidator, all the property of the
company shall be deemed to be in the custody of the court.

30. The court may, at any time after the jircsentation of tlie pe-
tition and before the first appointment of a liijuidator, ap])oint provis-
ionally a li<piidator of the estate and effects of the company.

31. A liquidator may resign or be removed by the court on due
cause shown. A vacancy in the (office of liquidator is tilled by order of
the court.

32. The lifpiidaior is to be paid such salary or remuneration by
way of percentage or otherwise as the court directs, upon such notice
to the creditors, contributories, shareholdei's or members, as thd court
may order. If there be n)ore than one liquidator the remuneration is
to be distributed amongst them in such proportions as the court directs.

33. In all proceedings connected with the company a li<]uidator
is to be described as the '* liquidator of the (name of company)," and
not by his individual name only.

34.. The liquidator upon appointment must take into his custody
or under his control, all the property, effects and choses in action to
which the company isintitled — he nmst perform such duties in reference
to winding up the business of the company as are imposed by the court
or by this Act.

3S. The liquidator has power with the sanction of the court, and
upon such previous notice to the creditoi-s, contributories, shareholders
or membei"8, as the court may order, —

{a). To bring or defend any action, suit or prosecution or other
legal proceeding civil or criminal, in his own name .is liquidator or in
the name or on behalf of the company as the case may be ;

(b). To carry on the business of the company as far as may be ne-
cessary to the beneficial winding uj) of the same ;

(c). To sell the real and personal and heritable and movable prop-
erty, effects and choses in action of the company, by public auction or
private contract, with power to transfer the whole thereof to any person
or company, or to sell the same in parcels ;

id). To do all acts and to execute in the name and on behalf of

1882.

Inmtnince Cmnpanics, etc., etc. Cap. 23. 333

tho compiuiy all deeds, receipts and other documculs, and for that pur-
pose to use, wlien necessary, the company's seal ;

{e). To prove, rank, claim, and draw dividends in the matter of
the bankru])t<*y, insolvency or sequestration of any contributory,
for any balance against the estate of such contributory, and to take
and receive dividends in respect of sucli balance in the matter of bank-
ruptcy or sequestration as a separate debt due fn such bankrupt or
insolvent and ratably with the other separate^ creditors.

(/'.) To draw, accept, make and endorse any bill of exchange or
promissory note in the name and on the behalf of the company ; also
to raise upon the security of the assets of the company ; f -^ time to
time, any requisite sum or sums of money; and tlie drawi j,, accept-
ing, making or endorsing of every such bill of exchange or promissory
note as aforesaid on behalf of the company as if such bill or note had
been drawn, accepted, made or endorsed by or on behalf of such com-
pany in the course of carrying on the business ;

{<!.) To do and execute all such other things as may be necessary
for winding up the affairs of the company and distributing its assets.

30. The liquidator may, with the sanction of the court, appoint a
solicitor oi* law agent to assist him in the performance of his duties.

*V7. The liquidator may, with the sanction of the court, com-
promise all calls and liabilities to calls, debts and liabilities capable of
resulting in debts, and all claims, whether present or future, certain or
contingent, ascertained or sounding only in damages, subsisting or sup-
posed to subsist between the company and any contributory or other
debt or or person apprehending liability to the company, and all quest-
ions 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 liquidator to take any security for the discharge of
such debts or liabilities, and to give a complete discharge in respect of
all or anv such calls, debts or liabilities.

3S. Upon the appointment of tlie liquidator, all the powera of
the directoi-s cease, except in so far as the court or the liqiiidator may
sanction the continuance of such power.

39. The liquidator must deposit at interest in some chartered bank
or Post office Savings Bank or other Government savings bank to be
indicated by the court, all sums of money which ho may have in his
hands belonging to the company, whenever and so often as such sums
amount to one hundred dollars.

40. Such deposit must not be made in the name of the liquidator
generally, on pain of dismissal ; but a separate account must be kept
for the company of the moneys belonging to the company in the name
of the liquidator as such.

41. xVt every meeting of the eontributories or creditors or share-
holders or members the liqiudatoi" must produce a bank pass book,

n - i1^ II tf I

334 Cap. 23.

Insurance Companies, etc., etc.

45 Vic.

i, it

showing the amount of t\\Q deposits made for the company, the dates at
which su<!li dei)0sit8 were ma(k\ tlie amoimt witlidrawn and dates of
snch witlidrawal ; of which production mention must he made in the
minutes of sucli meeting; tlie ahsence of such mention is prima facie
evidence that such jiass book was not j)ro<hiced at the meeting. -

43. The liquidator must also })roduce such pass book whenever so
ordercd by the court, and on his refusal to do so, he may l)e treated m
being in contempt of court.

43. The liquidator is subject to the summaiy juiisdiction of the
court in the sjunc manner and to the same extent as the ordinary officers
of the court are subject to its jurisdiction ; and tlie performance of his
duties may be compelled, and all remedies sought or demanded for en-
forcing any claim for a debt, privilege, mortgage, lien or right of pro-
perty upon, in or to any effects or property in the hands, possession or
custody of a li<juidator, may l)e obtained by an order of the court on
summary petition, and nojt by any suit, attachment, seizure, or other
proceeding of any kind whatever ; and obedience by the lifpiidator to
such order may be enforced by such court under the penalty of inq)ri-
sonment, a-s for contempt of court or dit^obedience thereto ; and he may
be removed in the discretion of the court.

44. The liquidator must, within three days after the date of the
iinal winding up of the business 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 recpiired for any other
purpose authorized by this Act, witli a sworn statement and account of
such money, and that the same is all he has in his hands; he is subject
to a penalty not exceeding ten dollars, and not less than ten per cent.
per annum interest upon the sums in his hands for every day on which
he neglects or delays such payment ; he is a debtor to iter Majesty for
such money, and mily be compelled as such to account for and pay over
the same.

45. The money so deposited must be left for three years in the
bank subject to be claimed ])y those entitled thereto, and must be then
paid over with the interest to the lieceiver General of Canada, and if
afterwards claimed is to be paid over to the person entitled thereto.

OONTKUU'K >RIES.

the

'.4$. As soon as may be after the winding up of a company,
court shall settle a list of contrilmtories.

47. The list of contributories is to distinguish between persons
who are contributories in their own right and persons who are contribu-
tories as being representatives of or being liable for the debts of others ;
it is not necessary, where the ])ersonal representative of any deceased
contributory, is placed on the list to add the heirs or devisees of such
contributory, nevertheless such heire or devisees may be added as and
when the court thinks fit.

4S. Every shareholder or member of the company or his repre-
sentative is liable to contribute the amount unpaid on his shares of the

1882.

Insurance Comj)a}i{cn, etc., eic. Cap, 23. 335

capital, or on his li;il)ility to tlio company or to its uicmberaorcrcditors,
as the case may be, under tlio Act, charter or instrument of ineorponition
of the company or otherwise ; and tlie amount wliich lie is liable to
contribute is deemed an asset of the comi)any, and is a debt due to the
company payaljle as may be directed or appcjinted under this Act.

40. Where a shareholder has transferred his shares under circum-
stances wliich do not by law free him from liability in respect thereof,
or where he is l»y law liable to the company or its membei's or creditors,
as tlie case may be, to an amount beyond the amount unpaid on his
shares, lie is deemed a mend)er of the company for the purposes of this
Act, and is liable to contribute as aforesaid to the extent of his liabilit'fs
to the company or its members or creditors independently of this Act,
and the amount which he is so liable to contribute is deemed an asset
and a debt as aforesaid.

50. Tlie liability of any person to contribute to tlic assets of a
company under this Act, in the event of tlie business of same being
wound up, creates a debt accruing due from such person at the time
when his liability commcTiced, bu*" payable at the time or respective
times when calls are made as hereinafter mentioned for enforcing snch
liability ; in the case of bankruptcy or insolvency of any contributory,
the estimated valne of his lial)ilityto future calls, as well as calls already
made, may be proved against his estate. I'rovided, however, that no
call is to compel payment of a debt before the maturity thereof.

51. The coui't may, at any time after making a winding up order,
re(piire any contributory for the time being settled on the list o' con-
tributories as trustee, receiver, banker or agent or officer of the company,
to pay, deliver, convey, sun-ender or transfer forthwith, or within such
time as the court directs, to or into the hands of the li(piidator, an;; sum
or l)a lance, books, papers, estate or eifects which happen to be in his
hands for the time being, and to which the company is prima facie
entitled.

53. The court may, at any time after making a winding up order,
make an order on any contributory for the time being settled on the
list ot contributories, directing payment to be made, in manner in the
said order mentioned, of any moneys due from him, or from the estate
of the person whom he represents to the company exclusive of any
money which he or the estate of the |)erson whom he represents may
be liable to contribute by virtue of any call made or to be made in
pursuance of this Act.

53. The court may, at any time after making a winding up
order, and either before or after it has ascertained the sufficiency of
the assets of the company, make calls on and order payment thereof by
all or any of the contributories for the time being settled on the list of
contributories, to the extent of their liability, for payment of all or any
sums it deems necessary to satisfy the debts and liabilities of the com-
pany, and the costs, charges, and expenses of winding up, and for the
adjustment of the rights of the contril)utories amongst themselves, and
it may, in making a call, take into consideration the probability that

330 Ciij). 23. Insurance Companies, etc., etc.

45 Ym.

>: 5!

Bomo of tlio coiitributorioH upon whom tlic same is made may partly or
wholly fail to pay their rewpective portions of the same. Provided,
liowever, that no call is to compel jiayment of a debt before the
maturity tliereof ; Provided also tiiat Hie extent of the liability of any
contributory is not to be increased by anything in tliis section
contained.

54. The court may order any contributory, purchaser, or other
person from whom money is due to the company to pay the same into
some chartered bank or I'ost Office Savings Bank or other Government
Savings Bank, to the account of the court instead of to the liciuidator,
and such order may be enforced in the same manner as if it had
directed payment to thej liquidator.

55. The court is to adjust the rights of the contributories among
themselves, and distribute any surplus that uuiy remain among the
parties entitled thereto.

56. The court may, at anytime before or after it has ma<le a
winding up order, upon proof being given that there is reasonable
cause for believing that any contributory or any jiast or present director,
manager, officer or employee of the comjiany is about to (piit CJanada,
or otherwise abscond, or to remove or conceal any of his goods or
chattels, for the purpose of evading payment of calls, or for avoiding
examination in res])cct of the affairs of the company, cause such person
to be arrested, and liis books, ])apers, moneys, securities for moneys,
goods and chattels, to be seized, and him and them to be safely kept
until such time as the court mav order.

57. Vhere the business of a company is being wound U]), under
this Act, all books, of the company and of the liquidators shall, as
between the contributoiies of the cominxny, he priind yacie evidence
of the truth of all matters purporting to be therein recorded.

58. Where a winding up order has been made, the court may
make such order for the inspection by the creditors, shareholders,
members 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 bo inspected in conformity witli the order of the
court but not further or otherwise.

50. No contributory or creditor or shareholder or member can
vote at any meeting unless present personally or represented by some
person having a written autiiority (to be tiled with the chairman or
liquidator) to act on his behalf at tlie meeting or generally.

creditors' claims.

60, When the business of a company is being wound up under
this Act, all debts payable on a contingency, and all claims against the
company, present or futuie, certain or contingent, ascertained or
sounding only in damages, arc admissible to proof against the
company, — aj ' estimate being made, as far as is possible, of the
value of all such debts or claims as may be subject to any contingency
or sound only in damages, or for some other reason do not bear a
certain value.

1882.

Insurance Companivs, etc., etc. Cap. 23. 337

2. The law of set-off as administered by tlic courts, wliotljor of
law or equity, shall apply to all claims upon the estate of the company,
and to all proceedinj^s tor the recovery of debts due or accruing due to
the company at the commencement of the windinti;-up, in tiio same
manner and to the same extent as if the husiuoss of the company were
not being wound up under this Act,

Ol. The property of the company must be applied in satisfaction
of its liabilities and the charjijes iiienrred in winding up its affairs ; and
unless it is otherwise ()r<)vided by law or by the Act, charte" or instru-
ment of incorporation, any property or assets remaining must bo
distributed amongst the members according to their rights and interests
in the company.

G*2m The court may fix a certain day or certain days on within
which creditors of the company ami others having ^claims thereon
arc to send in their claims.

03. Where the li<pildator has given such notices of the said day
as may be ordered by the court the Ii(pii(lator 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 com-
pany or any part thereof, amongst the parties entitled thereto, having
regard to the claims of which the licpiidator has then notice ; and the
li(piidator is not liable for the assets or any part thereof so distributed
to any person of whose claim the Ii<pn'thitor had not notice at the
time of distributing the said assets or a part thereof, as the case may be.

04. The linuidator may, witli the sanction of the court, iiuike such
compromise or otuer arrangement as the li(juidator may deem expedient
witli creditors or persons claiming to be creditors, or persons having or
alleging themselves to have any claim, present or future, certain or con-
tingent, ascertained or sounding only in damages against the company,
or whereby the company may be rendered liable.

65- If a creditor holds security upon the estate of the company,
he must specify the nature and amount of such security in his claim,
and must therein on his oath put a specified value thereon ; and the

liquidator, under the authority of the court, may either consent to the
retention of the property and effects constituting such security or on
which it attaches, by the creditor, at such specified value, or he may

require from such creditor an assignment and deliver}' of such security,
property and effects at such specified value, to be paid by him out of
the estate so soon as he has realized such security, together with interest
on such value from the date of filling tlie claim till payment; and in
such case the diffei -ce between the value at whicli the security is
retained and the amount of the claim of such creditor, is to be the
amount for which he may rank as aforesaid ; and if a creditor holds a
claim based upon negotiable instruments upon which the company is
only indirectly or secondarily liable, and which is not mature or exigible,
such creditor is considered to hold secin-ity within the meaning of this
section, and must put a value on the liability of the party primarily
23

338 Cii]>. 23, Innvrancc Coinj'nnics^ etc., do.

45 V

IP.

■i 'I,.- ill

.1. . ;;-,;; .;ij

liablo tlioreoii as beinj;^ liin sociirity for tlio payiiu'iit tliercof ; but after
tln! inaturity of such lial)ility and its uou-paynicnt lio is entitled to
Hinc'ud and re-value his elaini.

Oil. Tf the socunty eonsistfl of a niort/jfa^o upon sliips or Hhipping
or n|)on real estate or ot' a re<;ist('re(l jud^^iiieTit lundini; real estate and
excepted from the operation of section sixty-nine of this Aet, the pro-
perty !nortj;a<;ed or hound can only he aH8i|;ne<l and delivered to the
civditor, snltjcct to all ]>revi()ns iiiortifaj^'cs, judjj;inents, hypotliecs and
liens thereon, Loldin/j; laiik and [jriority hefore his claim, and upon Ids
Rssnmin«:; and hindinjf himself to pay all such previous niort^ges, judg-
ments, hypothecs and liens, and upon his securing the estate oi the
coin|)any to the satisfaction of the li(pM'dator against any claim by reason
of such previous mortgages, judgments, hypothecs and liens; and if
there be mortgages, judgnuMits, hypothecs and liens thereon, 8ul)se(pient
t(t those of such creditor, he can only obtain the property by consent of
thi.' subse(pieiitly secuivd creditors; or upon their filing their claims
specifying tlu^ir security thereon as of no value, or upon his paying
tlicm the valu(! l»y them jilaced thereon ; or upon his securing the estate
of the comi)any to the satisraction of the liquidator against any claim by
reason of such s'abse(|uent moi'tgages, judgments, hypothecs and liens.

<»7. Tpon a secured claim being filed, with a valuation of the
pecurity, it is the duty ()f the li(|uitlator to jn'ocure the authority of the
court t()C(tns(Mit to the retention of the security by. the creditor, or to
re(piire from him an assignment and delivery thereof.

OS. In the preparation of the dividend sheet due regard must bo
had to the rank smd privilege of every creditor, Init no dividend can be
allotted or paid to any creditor holding security iipon the estate of tlie
company for his claim, until the amount for winch he can rank as a
creditor upon the estate as to dividends therefrom, be established as
herein provided. , ^

60. Xo iien or privilege ui)on either the personal or real estate of
the company is created for the amount of any judgment debt, or of the
interest thereon, by the issue or delivery to the sheriif of any writ of
execution, or by levying upon or seizing under such writ the effects or
estate of the company ; nor is any lien, claim or privilege, created upon
the pei-sonal or real estate of the company, or upon any debts due or
accruing or becoming due to the company by the filing or registeiing
of any memorial or minute of judgment, or by the issue or nuvking of
any attachment or gai'uishee oi'der or other process or proceeding.

wliether^such writ, memorial minute, levy, seizure, attachment, garnishee

'ler process of proceeding Ik;
before or after the passing of this Act, if before the payment over to

order or other process of proceeding has been or be issued or made

the plaintiff of the moneys actually levied, paid or received under such
writ, memorial, minute, attachment, garnishee order or other process or
])rocceding, the winding up of the business of the company has com-
menced ; but this section does not affect any lien, or privilege for costs,
which the plaintiff possesses under the law of the Province in whicli
such writ, attachment garnishee order or other process or proceeding

1882.

IitKiimnce Companies, fitc, etc. Cnp. 23. 339

may have been issued ; nor ho far as rcjiards real cHtato of the coiiipany
does it aflec't judgments registered at least thirty (hiys before the
passing of this Aet, in any i)rovince where the registration of judg-
luont creates a lien.

TO. Any creditor or contributory or shareholder or member niav
object to any claim liled with the licjiiidator ortoany dividend declared.
If a claim or a dividend bo objected to, tho objections must be
lilod in writing with the li(juidatt>r, together with evidence of tho pre-
vious service of a (!oi)y thereof on the claimant. The claimant has six
days to answer the oojections or such future time as tiie court may
allow. Tho contestant lias three days to rej)ly or such further time
as the court may allow. Upon the completion of the issues up(»n the
objections the liciuidator must transmit to the court all necessary pa-
pers relatii\g to the contestation. The court must then, on the appli-
cation of either party, iix a day for taking evidence uj)on the contest-
ation and hearing and determining the same. The court may make
such order as may seem proper as to the paynujiit of the costs (»f tho
contestation by either party or out of the estate of tho company. If,
after a claim or dividend has been duly objected to, claiment (U>es not
answer the objections, the court may, on the application of the contcst-
aut, make an order barring the claim or correcting the dividend, or may
make such other order in reference thereto as may appear right.

The court may, slumld the interests of justice seem to re([uire it,
order the person objecting to a claim of dividend to give security for the
costs of the contestation within a limited ti:iie, and may, in default, dis-
miss the contestation or stay proceedings thereon upon such terms as
tho court may think just.

FRAUDULENT I'REFKKKNCES.

7*1. All fratuitous contracts or conveyances or contracts without
consideration or with a merely nominal consideration respecting either
real or personal estate made by a company with respect to whose busi-
ness a winding up order under this Act is afterwards made, with or to
any person whatsoever, whether such person be its creditor or not, with-
in three months next preceding the commencement of the winding up
or at any time afterwards — and all contracts by which creditors are in-
jured, obstructed or delayed, made by a company unable to meet its en-
gagements and with respect to whose business a winding up order under
this Act is afterwards made, with a jjorson knowing such inability or
having probable cause for believing such inabiUt3' to exist or after such
inability is public and notorious wiiether such persons be its creditor or
not, — are presumed to be made with intent to defraud its creditors.

T2. A contract or a conveyance for a consideration, respecting
either real or personal estate, by which creditors are injured or obstruct-
ed, made bv a company unable to meet its engagements with a person
ignorant oi such inability, whether such person be its creditor or not,
and before such inability has become public and notorious, but within
thirty days next before the commencement of tho winding up of the
business of such company, under this Act, or at any time afterwards, i s

i. . ! ■

340 Cap. 23. Insurance Companies, etc., etc.

45 Vic.

ill

, • :!'

voidable, and may be set aside by any court of competent jurisdiction,
upon such terms as to the protection of sucli pei'sons from actual loss
or liability by reason of such contract, as the court may order.

•73. All contracts, or conveyances made and acts done by a com-
pany respecting either real or personal estate, with intent fraudulently
to impede, obstruct or delay its creditors in their remedies against it, or
with intent to defraud its creditors, oi' any of them, and so made, done
and intended with the kiiowledge of the person contracting or acting
with the company, whether such person be its creditor or not, and which
have the effect of impeding, obstructing, or delaying the creditors of
their remedies, or of injuring them or any of them, are prohibited and
are null and void.

74. If any sale, deposit, pledge or transfer be made of any pro-
perty real or personal by a company in contemplation of insolvency under
this Act, by way of security for payment to any creditor ; or if any
property real or personal, movable or immovable, goods, effects, or
valuable security, be given by way of payment by such compan}- to any
creditor whereby such creditor obtains oi' will obtain an unjust prefer-
ence over the other creditors, such sale, deposit, pledge, transfer or pay-
ment is null and void ; and the subject thereot may be recovered back
for the benefit of the estate by the^liquidator, in any court of compet-
ent jurisdiction ; and if the same be made within thirty days next be-
fore the commencement of the winding up under this Act, or at any
time afterwards, it is presumed to have been so made in contemplation
of insolvency.

75. Every payment made within thirty days next before the
commencement of the winding up under this Act by a company unable
to meet its engagements in full, to a person knowing such inability, or
having probable cause for believing the same to exist, is void, and the
amount paid may be recovered back by the liquidator by suit in any
court of competent jurisdiction : Provided always, that if any valuable
security be given up in consideration of sucii payment, such security or
the value thereof, must be restored to the creditor upon the return of
such payment.

76. When a debt due or owing by the company, has been trans-
feiTcd within the time and under the circumstances in the next preced-
ing section mentioned, or at any time afterwards to a contributory who
knows or has probable cause for believing the company to be unable to
meet its engagements or in contemplation of its insolvency under this
Act, for the pui-pose of enabling such contributory to set up by way of
compensation or set off the debt so transferred, such debt cannot be set
up by way of compensation or set off against the claim upon such con-
tributor}'. ,

77« The powers conferred by this Act upon the court may, subject
to the appeal hereinafter provided for, be exercised by a single judge
thereof, and such powers may be exercised in chambers either during
term or in vacation.

2. In the Province of Ontario such pow^ers may, subject to an

1882.

Irmurance Compcmies, etc., etc. Cap. 23. 341

appeal to a judge, according to the ordinary practice, be exercised by
the master, referee or other officer wlio under the practice or procedure
of tlie court, presides in chambers. Sucli master, referee or other officer
may refer to a judge any application or matter pending before him.

APPEAL.

T8» A person dissatisfied with an order or decision of the court in
any proceeding under this Act may, by leave of a judge of the court,
appeal therefrom as follows : —

In Ontario to the Court of Appeal ; •

In Quebec to the Court of Queen's Bench ;
In the other provinces, to the fnll court.

Provided that, in the question to be decided on the appeal, future
riglits are involved or tlie decision is likely to Jiffect other cases'of a
similar nature in the winding up proceedings, or, —

Provided, Avhen the appeal is to a court other than the Supremo
Court of Canada, the amount involved in the appeal exceeds live hun-
dred dollars; or, —

Provided, when the appeal is to the Supreme Court of Canada, the
amount involved in the appeal exceeds two thousand dollars.

A further appeal to the Supreme Court of Canada by leave of a
judge of said Supreme Court may be had from the judgment i the
said Court of Appeal, Queen's Bench, or full court, as the case may be.

In the Nortii-West Territories a person dissatisfied with an order
or decision of the court in any proceeding under this iVcL may by leave
of a judge of the Supreme Court of Canada appeal therefrom to the
Supreme Court of Canada.

70. All appeals are to be regulated as far as possible according to
the practice in other cases of the court appealed to ;

Provided always, that no such appeal c:.n be entertained unless the
appellant has, within fourteen days irom the rendering of the order or
decision, or within such further time as tlie court appealed from may
allow, taken proceedings on the appeal, nor unless within the said time
he has made a deposit or given sufficient security according to the prac-
tice of the court ap])ealed to, that he will duly prosecute the said appeal
and pay such damages and costs as may be awarded to the respondent.

HO. If the party appellant does not proceed with his appeal accord-
ing to the law or the rules of practice, as the case may be, the court
apjjcaled to on the application of the respondent may dismiss the appeal
with or without costs.

MISCELLANEOUS.

iSl. In any proceeding or contestation under this Act, the court
may order a writ of 8uhpa>na testificandum or of subpa'na duces tecum
to issue, coimnanding the attendance as a witness of any person within
the limits of Canada.

S2. The court may, after it has made a winding up order, summon
lieforc it or before any person to be named by it, any officer of the

342 Cap. 23. Insurance Companies, etc., etc.

45 Vic.

I? : I

company or person known or suspected to have in his possession any of
the estate or eiiects of the company, or supposed to be indebted to the
com[)any, or any person whom the court may deem capable of giving
information concerning the trade, dealings, estate or effects of the com-
pany ; and the court may recpiire any such officer or person to produce
anv books, papers, deeds, writings, or other documents in liis custody or
power relating to the company ; and if any person so summoned, after
bL'iu"- tendered a reasonable sum for his exj)enses, refuses without law-
ful excuse to attend at the time appointed, the court may cause such
' person to be apprehended, and brought up for examination ; neverthe-
less, in cases where any person claims any lien on papers, deeds or
writings or documents produced by him, such ])roduction shall be with-
out prejudice to such lien. The court has jurisdiction in the winding
up to determine all questions relating to sucl'i lien.

M3« The court or the person so named may examine upon oath,
either l>v word of mouth or upon written interrogatories, any person
appeariiif or brought uj) in manner aforesaid oncerning the affairs,
dealing's, estate or effects of the company, and may reduce into writing
the answers of any such person, and lequire him to subscribe the same.
If such person without lawful excuse refuses to answer the questions
put to him, he is liable to be punished as for contempt of court.

HA. Where, in the course of the winding up of the business of a
CLMnijany under this Act, it appears tlutC any past or jn-esent director,
inana"-er, li(|uidator, employee, or officer of such company, has misap-
plied or retained in his own hands or become liable or accountable for
any moneys of the company, or been guilty of any misfeasance or
breach of trust in relation to the conq)any, the court may, on the appli-
cation of any li«]uidator, or of any creditor or contribuLory of the com-
pany, notwithstanding that the offence is one for which the offender
is cii'minallv responsible, examine into the conduct of such director,
manager, liquidatoi-, officer or employee, and compel him to repay any
moneys so misapplied or retained, or for which he has become liable or
accountable, together with interest after such rate as the court thinks
iust 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 ht.

.H5. If any person destroys, mutilates, alters or falsifies any books,
i)apers, writings or securities, or makes or is privy to the making of any
false or fraudulent entry in any register, book of account or other docu-
ment bolonoing to the company, the business of which is being wound
up uiuler this Act, with intent to defraud or deceive any person, every
person so offending shall be deemed to be guilty of a misdemeanor, and
upon being convicted shall be liable to imjjrisonment in the penitentiary
for any term not less than two years, or to be imprisoned in any ^aol
or place of confinement for any term less than tw^o years, with or with-
out hard labor.

Hit. The various courts of the I'rovinces, and the judges of the
said courts respectively, shall be auxiliary to one another for the pur-

1882.

Insurance Companies, etc., etc. Ciiii. 23. 343

poses of this Act : the wiiulin<5 up of the business of tlie coinpaiiy or
any matter or i)rocecding relating tliereto may be transferred from one
court to another with the concurrence, or by the order or orders, of the
two courts, or by an order of tlie Supreme Court of Canada.

S7. Wliere any order nuwie by one court is required to be enforced
bv anotlier court, an office copy of tlie order so made certified ^^\ the
clerk or other proper officer of tlie court wliich made the same, and
under the seal oi such court, must be [U'oduced to the proper officer of
the court required to enforce the same ; the production of such copy is
sufficient evidence of such order having been made ; and thereupon
such last mentioned court is to take sucli 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.

SS. The rules of procedure for the time being as to amendments
of pleadings and proceedings in the court, apply as far as practicable to
all pleadings and proceedings under this Act ; and any court before
whom such proceedings are being cai'ricd on has full power and authc)r-
ity to apply the approjjriate rules as to amendments of ihe proceedings.
No pleading or ])roceeding is void by reason of any irregularity or
default which can or may be amended or disregardc' under the rules
and practice of the court.

80. Any affidavit, affirmation or declaration required to be sworn
or made under the provisions oi- for the purposes of this Act, may be
sworn or made in Canada liefore a li(piidator, judge, notary public,
commissioner for taking affidavits, or justice of the peace ; and out of
Canada, before any judge of a court of record, any commissioner for
taking aHidavits to be used in any court in Canada, any notary public,
the chief municipal officer for any town or city, any J)riti.>h consul or
vice-consul, or any ])erson authorized by or under any statute of the
Dominion or of any Province to take affidavits.

IM). All courts, judges, justices, commissioners and persons acting
judicially, are to take judicial notice of the seal, or stamp or signature
(as the case may be) of any such court, judge, notary public, commis-
sioner, justice, chief, municipal officer, consul, vice-consul, liipiidator or
other person, attached, appended or subscribed to any such affidavit,
affirmation or declaration, or to any other document to be used for the
purposes of this Act.

J>1. All dividends deposited in a bank and remaining unclaimed
at the time of the final winding up of the business of the company, are
to be left for three years in the bank where tliey are deposited, subject
to the claim of the party entitled thereto, and if still unclaimed, "are
then to be paid over by such bank, with interest accrued thereon, to the
Receiver (Tcneral of Canada, and, if afterwards duly claimed, are to be
paid over to the persons entitled thereto.

S>2. Any powers by this Act conferred on the court are in addition
to, and not in restriction of, any other powers subsisting either at law
or in ecpiity, of instituting proceedings against any contributory, or the

BU Cap. 23.

Insurance Com2)anie8, etc., etc.

45 Vic.

estate of any contributory, or against any debtor of the company for the
recovery of any call or otlier sums due from such contributory or debtor,

his estate ; and sucli proceedings may be instituted accordingly.

03. All costs, charges, and expenses properly incurred in the wind-
ing up of a company, including the remuneration of the liquidator, are
payable out of the assets of the company in priority to all other claims.

94. The court may, in the event of the assets being insufficient
to satisfy the liabilities, make an order as to the payment out of the
estate of the company of the costs, charges and expenses incurred in
winding up any company in such order of priority as the court thinks
just.

0»^. Where a winding up order is made, if it appear in the course
of such winding up that any past or present director, manager, officer
or member of such company has been guilty of any offence in relation
to the company for which he is criminally responsible, the court may,
on the application of any person interested in such winding up, or of
its own motion, direct the liquidator to institute and conduct a prose-
cution or prosecutions for such offence, and may order the costs and
expenses to be paid out of the assets of the company.

OO. If any person, upon any examination upon oath or affirma-
tion authorized under this Act, or in any affidavit, deposition or solemn
affirmation in or about the winding up of the business of a company
under this Act, or otherwise in or about any matter arising under this
Act, wilfully and corruptly gives false evidence, he is, upon convic-
tion, liable to the penalties of ^wilful perjury.

1>7. In Ontario, the Judges of the High Court of Justice ; in
Quebec, the Judges of the Court of Queen's liench ; and in the other
provinces the Jutlges of the Court, or a majority of the judges in each
case, of whom the chief justice shall be one ; from time to time may
make, and frame, and settle the forms, rules and regulations to be fol-
lowed and i>bserved in proceedings under this Act and may make rules
aa to the costs, fees and charges which shall or may be had, taken or
paid in all such cases by or to attorneys, solicitors or counsel, and by or
to officers of courts, whether for the officers or for the Crown, and by
or to sheriffs, or other persons whom it may be necessary to provide
for, or for any service performed or work clone under this Act.

9H. Until such forms, rules and regulations are made the various
forms, and procedures, including the tariff of costs, fees, and charges
in cases under this Act, unless otherwise specially j)rovided, are, as
nearly as may be, to be the same as those of the court in other cases.

THE PROVISIONS OF SECTIONS 99 rO 105 INCLUSIVE APPLY TO BANKS ONLY

NOT LNCLUniNG SAVINGS BANKS.

09. In the case of a bank, the application for a winding up order
must be made by a creditor for a sum of not less than one thousand
dollars, and the court niustj before making the order, direct a meeting

1882.

Insurance Cow/panies, etc., etc. Cap. 23. 345

of the sluirelioklcrs of the bank to be summoned, held and conducted
as the court directs for the purpose of ascertaining their wishes as to
the appointment of licpiidators.

lOO. Tlio court may appoint a persoti to act as chairman of the
meeting, and in default of such ap])ointment the president of the l)ank
or other person who usually presides at a meeting of the shareholders
shall preside.

101« In talcing a vote at such a meeting, regard is to be had to
the number of votes conferred by law or by the regulation of the
bank on each shareholder jiresent or represented at such meeting.

lOS. The chairman of the meeting must report the result thereof
to the court, and if a winding up order be made three liipiidators must
be appointed and they must l)e chosen from auiong those nominated by
the shareholders.

103. If no one has been so nominated, tlie three liquidators must
be chosen by the court, if less than three have been nominated the re-
cpiisite additional lirpiidator or liquidators must be chosen by the court,

104. It is the duty of the liquidators to ascertain as nearly as
may be the amount of notes of the bank intended for circulation and
actually outstanding, and to reserve until the expiration of at least two
years after the date of the winding up order, or until the last dividend,
in csise that is not made till after the expiration of the said time, divi-
dends, on such part of such amount in respect of which claims may not
be filed ; and if claims have not been filed and dividends applied for in
respect of any part of the said amount before the period herein limited
the dividends so resei-ved are to form the last or part of the last divi-
dend.

105. Publication in the Canada Oazette and in the Official Ocu-
zette of each Province of (/anada and in two newspapers issued at or
nearest the place where the head office of a bank is situate, of notice of
any proceeding of which under this Ac! u'editors should be notified, is
siiffic-ient notic^. to holders of bank .lOtus in circulation. If the head
office be situated in the Province of Quebec one newspaper is to be
published in English and one in French.

TUE I'llOVISIONS OV SECTIONS 106 TO 119 ? INCLUSIVE APPLY ONLY TO
LIKE INSURANCE COMPANIES, AND ALSO APPLY TO INSURANCE COM-
PANIES DOING LIKE AND OTJIEU INSURANCE, IN SO KAB AS RELATES
TO TUE LIFE INSURANCE I5USINE88 OF SUCH COMPANIES.

lOO. Publication in the Canada Gazette and in the official Gazette
of each Province of Canada, and in two newspapers issued at or nearest
the phice where the head office in Canada of an insurance company is
situate, of notice of any proceeding of which under this Act creditoi*8
should be notified, is sufficient notice to holders of policies of contracts
of insurance in respect of which no notice of claim has been received.

107. Notwithstanding the provisions of the statutes in that be-
half respecting insurance, any deposit held by the Receiver General for

34:t) Cap. 23. Insurance Companies, etc., etc.

45 Vic.

I. ;'

:i.!i

policy holders and any aBsets vested in tnistees pursnant to the said
statntes must be applied and distributed under this Act, atnontj the per-
sons entitled to claim thereon according to their rights established by
the said statutes respecting insurance.

lOH. The holder of a policy or contract of life insurance on which
no claim has accrued at tlie time the winding up order is made, is entit-
led to claim as a creditor for the full net value, at the date of the wind-
ing up order, of the policies or contract calculated on the basis men-
tioneain section sixteen of the Th^ Consolidated Insurance Act, 1877,
less any amount previously advanced by the company on tlve 'security
of the policy or contract : Provided always tliat whenever the company
or the liquidator or the holder of the policy pr contract of insurance
exercises any right which it or he may have to cancel the policy or con-
tract, the holder is entitled to claim as a creditor for the sum which
under the terms of the policy or contract is due to him upon such can-
cellation.

109. The li(piidator must, without the filing of any claim, notice
or evidence, or the taking of action by any person, make a statement of
all the persons appearing by the books and records of the officers of
the company, to be creditors or claimants under the one hundred and
eighth section hereof, and of the amounts due to each such person there-
TUider ; every such person must be collocated and ranked as and be en-
titled to the rights of a creditor or claimant for such amount, without
filing any claim, notice or evidence, or taking any action : Provided
always, that any such collocation may be contested by any person inter-
ested, and that any person not collocated or dissatisfied with the .amount
for which he is collocated, may file his own claim. A copy of such
statement certified by the li<piidator must forthwith, after the :naking
of such statements, be filed in the office of the Superintendent of In-
surance at Ottawa, and notice such filing nuist forthwith be given by
the liquidator by notice in the Canada Gazette and in the official
Gazette of each Province of Canada and in two newspapers issued at or
nearest the place where the head office in Canada of the company is
situate, and the liquidator nmst also forthwith send by mail, prepaid, a
notice of such filing to each creditor named in the statement addressed
to the address in Canada of such creditor as far as known, and in the
case of foreign creditors addressed to the address of their representatives
or agents in Canada as far as known.

no. The holder of a policy or contract of life insurance upon
which a claim accrues .after the date of the winding up order and before
the expiration of thirty days after the filing in the office of the Super-
intendent of Insurance of the statement referred to in the one himdred
and ninth section hereof, is entitled to claim as a creditor for the full
net amount of such claim — less any amount previously advanced by the
company on the security of the policy or contract — .and the said state-
ment and the dividend sheet must, if necessary,, .. amended accordingly ;
no claim which accrues after the expiration of tlie thirty days above
mentioned can rank upon the estate unless and until they be sufficient
to pay all creditors m full.

1882.

Insurance Co?njjanie8, e/c, ek

Cap. 23. 347

said

utHcient

111. If before the expiration of the thirty days above mentioned
the holdcT of a policy or contract of life insurance on which a claim
has not accrued, signiiies in writing to the licpiidator his willingness to
accept an insurance in some other company for the amount which, can
be secured by the dividend on his claim to which such holder may be or
l>ecome entitled, then the lif^uidator is empowered, witli the sanction of
the court, to effect for such holder an insurance to the amount aforesaid
in another company or companies approved of by the Superintendent
of insurance, and to devote to that purpose the dividend on his claim to
which such holder may be or bewme entitled : Provided, however,
that such insurance is to be effected only as part of a general scheme
."^or the tissumption by some other com pan}' or companies of the whole or
part of the outstanding risks and liabilities of the insolvent company,

112. If the company be licensed imder the Acts respecting In-
surance, it is to be the duty of the liquid; >r to report to the Superin-
tendent of Insurance once in every six mouths, or oftener as the super-
intendent may require, on the condition of the affairs of the company,
with such further particulars as the superintendent may require.

THE PROVISIONS OF SECTIONS 113 TO 119 INCLUSIVE, APPLY ONLY TO INSUR-
ANCE COMPANIES OTHER THAN LIFE INSURANCE COMPANIES, AND ALSO
APPLY TO INSURANCE COMPANIES DOING LIFE AND OTHER INSURANCE,
IN SO FAR AS RELATES TO THE INSURANCE BUSINESS OF SUCH COM-
PANIES WHICH 18 NOT LIFE INSURANCE BUSINESS.

113. Publication in the Canada Gazette, and in the Official Ga-
zette of each Province of Canada, and in two newspapers issued at or
nearest the place where the head office of an insurance company is
situate, of notice of any proceeding of which under this Act creditors
should be notified, is sufficient notice to holders of policies or contracts
of insurance in respect of which no notice of claim has been received.

114. Notwithstanding the provisions of the statutes in that be-
half respecting insurance, any deposit licld by the Receiver General for
policy holders, and any assets vested in trustees pursuant to said statu-
tes must be applied and distributed under this Act, among the persons
entitled to claim thereon under the said statutes respecting insurance.

115- Holders of policies or contracts of insurance on which no
claim has accrued at the time the winding up order is made, are enti-
tled to claim as creditors for a part of the premium paid, proportionate
to the period of their policies or contracts respectively unexpired at
the date of the winding up order. No claim which accrues after the
winding up order is made can rank upon the estate.

Provided always that whenever the company or the liquidator or
the holder of the policy or contract of insurance exercises any right
which it or he may have to cancel the policy or contract, the holder is
entitled to claim as a creditor for the sum which under the terms of
the policy or contract is due to him upon such cancellation.

no. The liquidator must, without the filing of any claim, notice
or evidence, or the taking of any action by any person, make a state-

-i|

348 Cap. 28. In»urancc Companies, etc., etc.

45 Vic.

h'-

inent of .all the persons iipixjaring by the books and records of the offi-
cers of the company, to be creditors or claimants under the section one
liundred and fourteenth hereof, and of the amounts due to each such
person thereunder ; every such person must be collocated and ^ d
as and be entitled to tne rights of a creditor or claimant for _ h
amount, without filing any claim, notice or evidence, or taking any ac-
tion : Provided always, that any such collocation may be contested by
any person interestea, and that any person not collocated or dissatisfied
with the amount for which he is collocated, may file his own claim. A
copy of such statement certified by the liquidator must forthwith, after
the making of such statement, be filed in the office of the Superinten-
dent of Insurance at Ottawa, and notice of such filing must oe forth
with given by the liquidator by notice in the Canada Gazette, and in
the Official Gazette of each Province of Canada, <and in two newspa-
pers issued at or nearest the place where the head office in Canada of the
company is situate. And the liipiidator must also forthwith send by
mail prepaid, a notice of such filing to each creditor named in the state-
ment, addressed to the address in Canada of such creditor as far as
known, and in the case of foreign creditor addressed to the address of
their representatives or agents in Canada as far as known.

117. The holder t)f policy or contract oi insurance other than
life insurance, upon which a claim accrues after the uate of the wind-
ing uj) order, add before the expiration of thirty days after the filing in
the office of the iSiiprintendent of Insurance oi the statement referred
to in the one Jnmdrod and fifteenth section hereof, is entitled to claim
as a creditor for the full net amount of such claim ; and the said state-
ment and the dividend sheet must, if necessary, be amended accordingly.
No claim which accrues after the expiration of the thirty days above
mentioned, can rank upon the estate unless and until there be suflfi-
cient to pay all creditors in full.

lis. If before the expiration of the thirty days above-mentioned,
the holder of a policy or contract of insurance other than life insurance,
signifies in writing to the liquidator his willingness to accept an insur-
ance in some other company or companies in lieu of the insurance
policy or contract of the insolvent company, then the '' [uidator is em-
powered, with the sanction of the court, to effect for such holder an
insurance in another comj)any or companies approved of by the Super-
intendent of Insurance, and to devote to that purpose the dividend on
his claim to which such holder may be or become entitled, or such of
the assets of the insolvent company as the court may sanction. Pro-
vided, however, that such insurance is to be effected only as part of a
general scheme for the assumption by some other company or compan-
ies, of the whole or part of the outstanding risks and liabilities of the
insolvent company.

119« If the company be licensed under the Acts respecting insur-
ance, it is to be the duty of the liquidator to report to the Superinten-
dent of Insurance once in every six months, or oftener as the Superin-
tendent may require, on the condition of the affairs of the company,
with Buch further particidars as tjie Superintendent may require.

1882. Building Societies, Loan <& /Savings Co'ys. Cap. 24. 349

CHAP, XXIV.

An Act to further amend the law respecting Building Socie-
ties and Loan and Savings Companies carrying on
business in the Province of Ontario.

WHEREAS it is expedient to make better provisions for the increase
oftlie permanent capital of the ]?nilding Societies and Loan and
Savings Companies carrying on Imsiness in Ontario, and for tlie en-
abling of such companies to obtain capital from beyond the limits oi'
the Province : Therefore Her Majesty, by and with the advice and
consent of the Senate and llonse of Conunons of Canada, enacts as
follows : —

1. Any permanent Ibiilding Society or Loan and Savings Com-
pany carrying on bnsinesB in the J'rovinco of Ontario nuiy, at any time
and from time to time, by I'csolntion to be jiassed by a vote of not less
than two-thirds in value of all the shareholders of the Comi)any given in
person or by proxy at any general or special meeting of the Company
duly called for considering the same, increase the fixed and permanent
capital of such Society or Company, by the issue of new stock of such
amount and to be divided into shares of such respective amounts and in
such currency, and subject to such rules, regulations, privileges and con-
ditions in all respects, and especially with regard to the allotment there-
of to then existing shareholders or otherwise, to the amount to be paid
on the subscription of any such sliaresand the time at which the balance
shall be called up, and to the dividends to be paid thereon, as by the
said resolution may be directed, or, if no directions be given, as the
Directors may think expedient, . "

III..,

350 Cap. 30. Corjxtraticms to Lend t5 Invest Moneys.

CAP. XXX.

An Act to authorize Corporations and other Institutions
incorporated out of this Province to lend and invest
moneys in this Province.

Hectiun.

Section.

I '\

1 ■«

PreaniL'.-'.

Any institution incorporated under the
laws of Great ISritain may receive
license from Provincial Secretary to
carry on business in Manitol>a, and may
have certain powers ; provided such
corporation shall sell any real estate
acquired by foreclosure within live
years from date of such foreclosure .

Certified copy of charter to be filed, also
power of attorney, signed, Ac ; decla
ration .

3. Process may be served upon officer of

company incorporated in Province.

4. Due notice to be given in Official Gazelle,

etc., of such license.

5. Provincial Secretary may issue license on

evidence of due incorporation under
laws of Great Britain, &c.

6. License may be obtained by foreign com-

pany approved by Governor-in-Council;
power of corporation.

WKEREAS it would greatly tend to assist the progress of public
improvements now going on within the Province of Manitoba, if
facilities were afforded to institutions and corporations incorporated out
of the Province of Manitoba for the purpose of lending money, to
lend money within the Province ; and with that object m view, it is
expedient to confer on such institutions and corporations powers to
contract, and also to hold as security, lands within the Province of
Manitoba ; therefore,

Her Majesty, by and with the advice and consent of the Legislative
Assembly of Manitoba enacts as follows :

1, Where any institution or corporation duly incorporated under
the laws of the Parliament of Great Britain and Ireland, or of the
Dominion of Canada, or of the laws of the late Province of Canada or
any of the Provinces of Canada, for the purpose of lending or investing
moneys, may apply for andreceivea license from the Provincial Secre-
tary, authorizing it to carry on business within the Province of Mani-
toba, to transact any loaning business of any description whatever
within the said Province of Manitoba in its corporate name, except the
business of banking, and to take and hold any mortgages of real estate
and any railway municipal or other bonds of any kind whatsoever, and
on the security of which may lend its money, and whether the said
bonds form a charge on real estate within the said Province or not, and
also to hold such mortgages in its corporate name and to sell and trans-
fer the same at its pleasure, and in all respects to have and enjoy the
same powere and privileges with regard to lending its moneys and
transacting its business within the said Province as a private individual
might have and enjoy, so far as may be within the legislative authority

Corporotio?i8 to Zend cfe Invest Moneys. Cap. 30. 351

of this Province ; provided sucli corporation shall sell or dispose of any
real estate to which it may acquire a title in fee simple by foreclosure
or by the release of the equity of redcui))ti(»ii therein within five years
from the date of such foreclosure, and any real estate which may not
within the said period have been disposed of as herein required, shall
be forfeited to and become vested in the Crown, 40 V., c. 15, s. 1 ; 43
v., c. 19, 8. 1.

2* Every company obtaining such license as aforesaid sliall before
the commencement of such business file in the ofHce of the Provincial
Secretary of Manitoba a certified copy of the charter, act of incorpora-
tion or articles of association of such company, and also a power of
attorney to the principal agent or manager or such company in the said
Province of Manitoba, signed by the ])i'eKi(lent or managing director
and secretary thereof and verified as to its authenticity by the statutory
declaration of the principal agent or manager of such company or of
any person cognizant of the facts necessary for its verification ; which
power of attorney must expressly authorize such agent or manager
within the said I*rovince to accept process in all suits and proceedings
against such coirq)any in the Province, for any liabilities recovered by
such company therein, and must declare that service of process on such
agent or manager for such liabilities shall be legal and binding on such
company to all intents and purposes whatever, and waiving all claims
of error by reason of such service. 40 V., c. 15, s. 2.

3. After such certified copy of the charter and such power of at-
torney are filed as aforesaid, any process in any suit or proceeding
against such company for any liability may be served upon such man-
ager or agent in the same manner as process may be sei'ved upon the
proper t)fiicer of any company iiicorpoi'uted in the Province, and all
proceedings may be had thereupon to judgment and execution in the
sarao manner as in proceedings m any civil suit in the Province. 40

v., c. 15, 8. 3.

4. Every company obtai. „■ such license as aforesaid shall forth-
with give due notice tliereof in the Mmiitnha Gazette, and in at least
one newspaper in the county, city or place where the principal manager
or agent of such company in the Province transacts the business thereof ,
for the space of one month, and the like notice shall be given when
such company shall cease, or notify that they cease, to carry on business
within the Province. 40 Y., c. 15, s. 4.

5. The Provincial Secretary of Manitoba may, if he sees fit, issue
such license as aforesaid, on being furnished with evidence of the due
incorporation of the company applying for such license under the laws
of the Imperial Parliament of Great Britain and Ireland, or of the
Dominion of Canada, or the laws of the late Province of Canada or any
of the Provinces of the Dominion of Canada, which evidence sliall be
a certified copy of the charter, act of incorporation or articles of associ-
ation of such company, and on being furnished with a power of attorney
from such company to the person appointed to be the principal agent

■ li

352 Cap. 30. CorjwrationH to Lend (& Invest Mon^^ys.

or manager of such company within tho Province, under the seal of
such company and si/^ned by the president or managing director and
secretary thereof, and veritieif by oath of an attestin'j witness expressly
authorizing such agent <»r manager to apply for sucli license, and tlio
fee to be paid by nuch company on the issuing of such h'censo shall be
sudi sum as may be fixed l)y the Lieutenant-Governor in Council. 43
v., c. 15,8. 2.

O. Any corporation or institution duly incorporated under tho
laws of (ireat Britain and Ireland, or of the Dominion of Canada, or of
the late Province of Oanada, or any of the Provinces of the Dominion
of (Janada, duly authorized to carry out or effect any of the purposes or
objects to which the legislative authority of the Legislature of Manitoba
extends, may obtain a license from tho Proincial Secretary with tho
approval of the Lieutenant-Ciovcrnor in Council authorizing it to carry
on its business within the I'rovince of Manitoba, on c()m|)iiance with
the provisions with regard to such license of this Act; and such corpo-
ration (»r institution shall thereupoti have the same powers and privi-
leges in Manitoba as if the same were incorporated for the i)urpose8
thereof under the provisions of a statute of the Province of Manitoba.
43 v., c. 11), 8. 3.

1866.

Joint Stork Cof)ij)(tnte(i.
CHAP. XXXVII.

Cui).;n. :i63

An Ordinance to Amend the Law relating to Joint Stock

Companies

Section.

I'reainl>le.

1. Repc.ll of B.C. Ii)int Stock Con .\cl,

and Mining Joint Stock Ordin.ince,
1864.

2. Imt)crial Act — thfl Companies' Acl,

1062 — in force.

3. The expression, "the Court," shall

mean the Supreme Court of Civil Jus-
tice of Uritish Columbia. Jud^je
thereof to have powers of Lonl
Chancellor .

4. Power to execute deeds out of the

United Kingdom.

5. Fees payable same as those in England.

6. Colonial Secretary to l)e substitutcil for

Board of Trade. A.D., 1866.

7. Public notices, how given.

8i'<-tlciii

8. .Milling C'i)inpanit.s formed here maybe

incorporated by oiitaining ceriilicnfy of
rfgisiration from n (iold { ioinniissio lejr,

9. l<ef)ui.'-cnieiits as to rcgislraliun of ' ''>n\-

panics' Act, 1862, and part I.\. s'mll
.T|)ply to all incor|)oratcd coiup.-'riieB.
( I'li/e part TH. of (iold Mining Ordi-

Il.TllCO, 1867.)

10. Kvcept to Conip.iides registered under

the Gold .Mining Ordinance, 1865
( I'ide [lart \\\. of (iold .Mining Ordi-
n.ince, 1867.)

11. (jei'cr.il orders and rules of ajth

November, i86a, in force here. A.l).,
1.S66.
!2. Short title.

[Ammted to St/i March ISOf,.] ..

WHEREAS it is expedient tliat tlie luw.s ivlatinij: to the incorporatiujl,
regulation, and winding np of trading ('oni]);inies and other HHr
soaiations shonld he < »nsolidatod and amended :

Be it therefore enacted hy the (Tovernor of British Colniiibiti, by
and with the advice and consent of the Legi.slative Council thereof as
follows : —

1. The "British Columbia Joint Stock Companies' Act" and the
Mining Joint Stock Cotnpanies' Ordinance, 1804:, " are hereby repealed.

3. An Act of the Imperial Parliament, pas.sodin the session of P.i,r-
Hament, liolden in the 25tl) and 2<)th yctii-s of the reign of Her Ma jestj'
Queen Victoria, chapter 89, intituled "The Companies" Act, 1862,"s!i.ali,
from and after the pa.ssing of this Ordinance l>e and have, as far a/?
practicable, and save as hereinafter altered and modified, the forct* of
law in this colony.

3. The expre5:3ion " The Court '' as used tlierein, shall instead of the
interpretation given thereto in clause SI of such Act, moan the Suprorao
Court of Civil Ju.«<tice of Briti.sh Columbia, and any Judge of snail
last mentioned Court shall have and exercise all the powers in and hy
the said Act conferred upon the Lord Chancellor and Vice-Chancellor.

4. The power given to Companies to empower any person as their
attorney to execute deeds on their behalf in any place not situ;it<> in
the United Kingdom, shall apply to the execution of deeds in this
colony, and such authority shall include a power to Companies in tliis
colony, to empower an attorney to execute deeds on their behalf in the
United Kingdom.

S« AH fees payable under this Ordinance shall bo the same as those
payable undr " The Companies' Act, 18(»2," provided, however, thatsueh
shall be collected in the ordinary way and not by stamps, and be paid
into the Treasury of this colony to the u.se of Her Majesty, her heirs
and successors.

;

1 t

354 Cap. 37.

f faint Stock Conqxoi'len.

•29 Vic.

O. Tiitil sonic other person or persoiiB shall be iippointed in that
behalf by the Governor, the Colonial Soereta'-y of Uritish Columbia
shall have and exercise all the jiowers and duties of the 13oard of Trade
in the said Act mentioned. The otKcial li(pudator tlierein mentioned
shall be appointed by tlie said Supreme Court of Civil Justice.

7. ?sotices by the said Act require to be published in tlie Cazettes
and newspapers therein mentioned shall instead thereof be published
in the Government Gazette and in such other newspapers as may be
ordered.

^i. Whe!i Companies are formed in this cdlouy for mining pur-
poses, all papers and documents recpiii'e to l)e ]v<;istered under the said
Act with the Registrar of Joint Stock Companies, may, instead thereof,
be registered with any (toIcI Commissioner or Assistant Gold Commis-
sioner, provided that in such cases every such duoumeut shall be deliv-
ered to him in duplicate and upon receipt of the same, and of the fees
for registration and upon the i-equirenients of the Act being fulfilled,
such company shall leceive from the said (iold Commissioner the usual
certificate of registration, and upon such certiticate being granted the
company shall be deenu'd to l)e duly incorporated, and the duplicate of
all such documents above mcntiniu-d and of tliecortificate of registration
shall 1k! forthwith transmitted by such Gold Commissioner to the
registrar of Joint Stock Companies, and such certiticate of registration
shall have the same force and eifect as if it had been granted by sucli
registrar, and shall })e received in any court as evidence in like manner
as the certiticate of registration of stich I'cgistrai'.

?>. A ■;! the requirenuMits of the said Act as to registration there-
under of comi)anies already rciji'istered shall ajiply as well to Mining
Companies now formed in this eolou)' mu't;r the Mining Joint Stock
Com[»anies Ordinance, IStU, as to all otucr Joint Stock Companies
formed under the Joint Stock Companies Acts hereby re])ealed ami all
the prov!>ions of I'art L\. of the said Act save as hereinbefore altered
shall apjdy to all the J\Iining Companies heretofore or hereafter in-
corporated.

10. N'othincc herein contained shall in anv wav be constnied to
intorterc with the provisions of the (lold Mining Ordinance, ISOo, but
all the provisions for windiug up coin])anies under this ordinance sh.dl
be extended and a])plied to Alining Companies registered under the
provisions of Part \'I1. of the said Gold Mining Ordinance, 18r.r>.

11. The general orders and rules for regulating the practice and
mode of procedure under this ( )rdinance in this colony shall ])e tliose
of tiie High Court of Chancery of luigland, bearing date the f?nth day
of Novoinher, 18f»2. provided that i: shall be lawful tor the Chief Justice
or Judge of either of tiie said Supreme Courts of this colony with the
sanction of the Government to vary or modify such rules or orders as
occasion may require.

12. This Ordinance shall be cited as" The ( 'orapanies' Ordinance,
18G0

1800.

The Cohipanieti' Ordinance.

Cap. 38. 355

33 VIC, CHAP. XXXVIII.

An Ordinance respecting The Companies' Ordinance, 1866.

Section.

Preamble .

1. Repeals Act of iS6o.

2. Ordinance of 1866 extended.

3. Registrar.

4. Interpretation of terms. ^ F;V/i- Supreme

Section.

Court's Ordinance, 1869. and Courts
Merger Ordinance, 1870.)
5. Companies' Ordinance, 1866, to be read
with this. Short title.

[2(W< Avgust, A. D. 1869.]

WHEREAS, it is expedient to amend the " Companies' Ordinance,"
1860, and also to extend the provi.sinns thercot' to that part of this
colony formerly known a-^ Vancouver Ishmd and its dependencies :

Be it enacted by the Governor of Un'tish Columbia, .with the
advice and consent of the Legislative Council thereof, as follows :

1. The Vancouver Island Joint Stock Companies' Act, 1800, is
lioreby repealed ; but sutth repeal shall not invalidate any acts hereto-
fore done, or affect any ripjlits acquired under such Act.

3i From and after the passing of this Ordinance, the Companies'
Ordinance, 1806, and all the provisions and enactments thereof shall,
save as in liereafter modified, have full force and effect throughout the
colony.

Stt The Oovernor may, from time to time, appoint such person as
he shall think proper to act as Registrar of Joint Stock Companies.

4i The expression, " The Court,'' used in section three of the
Companies' Ordinance, 1800, shall in its interpretation also meati the
Supreme Court of Vancouver Island, and every Chief Justice or Judge
thereof ; and the words the Supreme Couri of Civil Justice, in section
six of the said Ordinance, shall be construed to mean the Supremo
Court of the Mainland of British Columbia, and the Supreme Court of
Vancouver Island respectively, and any (yliief Justice or Judge
thereof.

ii» The said Companies' Ordinance, ISOO, and this Ordinance,
shall be construed and read tog(!ther as one Ordinatice, and be cited »"<
the '' Companies' Ordinance, 1809.''

m^m^tBCy

35f) Ca]>. 147. Investment and Loan Societies. 33 Vic.

CHAP. CXLVII.

All Ordinnncc to encourage the establishment of Investment

and Loan Societies.

J-
4.

Section.

Preaml)le.

Societies — how incorporateci ; power to

hold l.inds ; evidence of incovporntion ;

dale of incorpor.ition ; liability of

mcmliers .
.Societies to have different names.
Who shall he a member of any society.
Members of Society may make rules ;

impose fines ; nineiid or rescind rides.
Society ^h.tU, jjy rule, declare objects ofi

society : how money to be apjiro-

priated.

6. Rules 10 specify liiiK' and place of hold-

ing meelin}^, and define powers an(b
duties of mendiers and officers. |

7. Election of directors.

S. Powers of directors lo be declared by

rule .
g. Rules provide thai Treasurer .->hall

furni. .1 annual stritement of funds;

statement to he attested by auditors.

10. Rules to be recorded in a book ; copy of

rules to be certified by ihe ReRislrar of
Joint Stock Companies.

1 1. Rules so recorded to he tnnding on mem-

bers.

12. Examined copy of rule to be evidence.

13. Rules not to be altered, excejil at a

special general meeting ; meeting to
consist of one-third of shareholclers,
representing not less than two-third? of
unadvanced stock, and majority con-
sent in writing ; rules not to be deemeil
.altered until alteration assented to by
Registrar of Joini .Stock (,'onipanies ;
members to be notified of proposed
alterntions.

14. Shareholder whose share is paid up, may

receive or invest the amount ; perma-
nent stock transferal)le only.

15. Excent in cases of \\ithdrawa!. piembers

not ;o receive profits in shares oiher
than in permanent stock until maturity

16. Society may limit number of shares, ami

may charge a premium on new shares.

17. .Shares may be forfeited ; members may

be expelled .

18. Transfer of share of deceased member

valid .

19. Society may sue members.

20. In certain cases, powers of Directors to

be recorded in books of Society .

21. Election of President anil Vice-President;

concurrence of majority of iJirectors
necessary ; quorum to be present .

.-Sei-ti
22.

23-

24.

25-

26.

27.

28.

29.

30-

31-
32.
33-

34-

35-

36-

37-
38.

39-

40.
41.

42.
'^3.

44.

45-
46.

Proceedings of Directors to be entered in
books of Society .

Acts of Directors to be binding.

Directors at meeting to ajipoint officers ;
to remove officers for incompetence or
mi^-behaviour.

Officers appointed to receive money to
give security.

Society may become absolute owner by
foreclosure of any pro])erty mortgaged
to it .

In certain cases, society ni.ay proceed in
morli;age by sale, &c.

After default for three months succes-
sively, society may sell property held in
mortgage.

Representatives of deceased officers of
Society to deliver over papers and
moneys .after demand .

Ordinance to extend to aliens, &c., but
no /];me ce7>ertt' or infant to l)e a
Director.

J low society may invest surplus funds.

Amount society may bo'row limited.

Real estate for plaf-e of business.

Society not bound to see to trust to
which its stock is .subject ; what receipt
sufficient.

To whom funds of society may be
advanced ; value of building placed on
prO(,(.'rly, with money advanced by
society, may be estimated in appraising
its value, if a bond is given securing its
erection.

No loan to be made to a director ; any
directcjr receiving a loan to pay a fine
of ten times the amount received.

Recovery of fine .

Officers who receive a bribe or commis-
sion to ])rocure a loan, to incur a
penalty of $500.

IJirectors lo be liable for debts, if divi-
dend is declared when the society is
known by them to be insolvent .

Comiitions lo be observed before profits
divided.

When the assets of .Society to be valued,
and accounts arc to be .audited ; return
to be marie to Colonial Secretary.

Penalty on default in making return

Examination of affairs of sj)ciety by
Insjjector, approved by the Governor.

Powers of Inspector .

Result of examination, how dealt with.

Power oi socie'.y to apjioint inspector.

1869.

Investment and Loan Societies. Ca]). HT. 357

Section.
47-

48.

Section.

Official copy of report of inspectors to

be cviilcncc .
Recovery cf pciialticb other than those

pr«viited for in .sec. 37 .

49. A])pUcation of penahics.

50. Service of notice by Company.

51. Notices, &c., how served on society.

52. Document — how to be served by post t>n

society .

In case of joint owners of a share, on

whom notice to be served.
How notice to be iiilvertiscd.
Provision as to windint; up of company.
Who may draw notes, lulls of exchange

or receipts for a society.
Method of ajjpointin}; attorney.
38. Differences may be referred to arbitration.

59. Interpretation clause.

60. Short title.

[AssenUd to 2<)M Auyud^ 1869.]

WHEREAS it is expedient that encoura}i;eineiit sliould be given to
the establishment of societies haviiiir for tlieir ol)ject the aceuniu-
hition of money in this Colony, and the investuieiit thereof;

I3e it enacted by the (Tovenior of British Columbia, with the
advice and consent of the Legislative Council thereof, as follows : —

1. In case any twenty or more i)ersons agree to constitute them-
selves into a society under this Ordinance, and execute under their
respective hands and seals a declaration to that eifect, and deposit the
same with the Registrar of Joint Stock Companies (who shall grant
his certiiicate thereof, and for the granting (jf such certificate and re-
covering iind registering such declaration shall be entitled to a fee of
live dollars) such persons and such other persons as afterwards become
members of the society, and their severtd and respective executors,
administrators and assigns, shall be a corporation body corporate antl
politic under this Ordinance, with the])owerto hold lauds as hereinalter
mentioned, by the name and style mentioned in such declaration, for
raising by periodical subscri])tions in sums not exceeding ten dolhirs
per month, or otherwise, of or from the several members of the society,
in shares (not exceeding the value of live hundred dollars for each
share) a stock or fund for investment on real security in Great Britain
or Ireland, IJritish Columbia or any other of Her Majesty's possessions,
and for enabling persons to become nu!nd)ers of such society at any
time, either for investment of capital therein or to obtain the advance
of their shares or share by giving security therefor v,ithout being liable
to the contingency of losses or entitled to partici])ate in the profits in
the businc of the said society ; and the certificate of the Registrar of
Joint Stock Companies of such declaration as aforesaid having been
deposited, shall be conclusive evidence of the incorporation of the
society in such certiiicate mentioned. The date of such certiiicate shall
be the date of incorporation of the society ; and the liability of the
members shall be limited to the payment of the amount unpaid on the
shares held by them respectively.

S. No society shall be incori)orated under the provisions of tliis
Ordinance under a name identical with that by which a subsisting socie-
ty is already incorporated, or so nearly resembling the same as to be
calculated to deceive. (No. 105, Revised Statutes, sec, i2.)

3* Every person who shall have signed the rules of any society
incorporated under the provisions of this Ordiiiiince shall be deemed to
be a mem))er of the society. (No, 165, Revised Statutes, sec. 3.)

358 Cap. 147. Invedvicnt and Loan Socictiefi.

33 Vic.

4* The several ineinbers of the society liokliii<^ uiuidvaiuied sliarcs
thereoi), may from time to time assemble together and make such
proper rules for the j;uvernmeiit of the society as the majority of the
members so assembled may decjii meet, so as such rules are not repug-
nant to the provisions of this ()rdinance,or any Act or other Ordinance
then in force in i')riti8h Columbia; and they nuiy impose and inflict
sucii reasonable tines, penalties and forfeitures upon the several mem-
bers of the society infringing such rules as such majority of the members
think tit, to be respectively paid to such uses for the Ixiuefit of the
society as the society by such rules direct; and they may also from
time to time amend or rescind such rules, and n\ake new rules in lieu
thereof, under such restrictions as are in this Ordinance contained.

5. Every such society shall in or by one or more of their rules
declare the oltjects for which the society is intended to be established,
and thereby direct the purposes to which the money from time to time
subscribed to, received by or belonging to the society shall be ajipro-
priated, and in what shares or proportions and under what circum-
stances any member of the society or other person may become entitled
to the same or any part thereof.

O. The rules of the society shall specify the place or places at
which it is intended that the society shall hold its meetings, and shall
contain provisions witii res{)ect to the powers and duties of the members
at large and of the oiticeis a]>j)ointed for the maiuigement of its affairs.

7. Every such society shall from time to time select and ap})oint
any number of the members of the society to be a board of directors,
the number and .jualitication thereof to be declared in the rules of tlie
society, and may delegate to such dij'cctors all or any of the powers
given by this Ordinance to be executed.

H» The powers of the directors shall be declared by the mles of
the society and they ^<hall continue to act during the time appointed by
such rules and until others are ap})ointed.

9. The rules of the society shall provide that the treasurer or
other principle olHcers thereof shall once at least in every year prepare
a general statement of the funds and effects of or belonging to the
society, and the value of such effects, specifying in whose custody or
possession such funds or effect are then remaining, together with an
account of all sums of money received or expended by or on account of
the society ^ince the publication of the proceeding periodical statement,
every such periodical statement shall be attested by two or more mem-
bers of the society, not being directors, who shall be elected auditors
for that purpose hy the shareholders, and shall be countersigned by the
secretary or clerk for the society, atid every member shall 1)e entitled
to receive from the society without charge a coi)y of such periodical
statement.

10. The rules for the u'linagement of every such society shall be
recorded in a book kept for that juirpose, and such book shall be open
at all reasonal>le times for the inspection of the mendiers, and a copy of
such rulc^ shall he registered by the Regist ar of Joint Stock Coni2)anie8,
and certitied by him before they shall be binding on the society.

1SG9.

Invcist'tncnt and Loan Societies. (Jap, 147. 359

11, The rules so recorded shall ho hindinj? on the several meirihers
and oilicers of the society and the several eontriltutors thereto and their
re[»resentatives, and they shall he deeined to have full notice thereof
by such njcord.

13. The eati-y of the rules in the hooks of the society or a true
copy of the same examined with the original aud proved to be a true
copy shall be received as evidence thereof.

!!{• No rules so recorded as aforesaid shall he altered or rescinded,
nor sludl any rule }»e created except at a ijjeneral nieetiu*; of the mem-
bers convened by public notice, written or printed, si<;jned by the secre-
tary or president of the society in pursuance of a recpiisition for that
purpose, made by not less than fifteen of the nieml)ers, statin<^ the
objects for which the nu'etins; is called, and addressed to the president
and directors ; and unless such general meetintj- do consist of not Icse
than one-third of the shareholders ])rescnt in person or by proxy, re-
presenting' not less than two-rhirds of the unadvanced stock of such
society, and the majority of such members ])resent as aforesaid do, in
'writing' under their hand, concur in such alteration or repeal of siicli
I'ule, or in the creation (»f any new rule ; and no such rule shall be
deemed to have been altered, repealed or created until alteration, repeal
or creation shall have been assented to bv the Registrar of Joint Stock
Companies in writing uiuler his hand. Each member of tlie society
shall within fifteen days after the receipt of such re<piisition by the
])resident or treasurer be notified by circular of the proposed alterations,
repeal or addition.

14, When a)iy share or shares in the capital of any society has or
have become due and payable to the holder thereof, he may either with-
draw the amount of such share or shares from the said society according
to the rules and regulations thereof, or invest the amount of his said
share or shares as fixed or ])ernianent stock of the society and receive
therefrom periodically such proportion of the profits made by such
society as may be provided for by the rules of the society. The moneys
invested in fixed and perniament stock may not bo withdrawn there-
from but may be transfeired in the same manner as other shares in the
same society.

!♦>. Excei)t in the case of the withdrawal of a mend)er according
to the rules of the society then in force, no niendutr shall receive or be
entitled to receive from the funds of the society in respect of any share
which is not invested as jiermauiT.t stock, any interest or dividend by
way of annual or other periodical profit upon share in the society until
after the expiration of the term for which such share was originally
granted, or such shoi'ti'r period as under the I'ules of th*; society, \im\\
liave been substituted therefor.

IH. Kvery such society may from time to time limit the number
of shares to be granted, and except in cases provideil for in section
fourteen, may charge a premium on any new share.

17. Every such society may, after reasonable notice in writing
declare forfeited to the society the shares of any member who is iu

IliMi

ii ii

360 Cap. 147. Investment and lAmn Societies.

33 Vic.

default, or wli<» uetrlects to pay the nuinl)or of instalments or monthly
siihscrijitions fixed l\v any stipnlation or hy-law. :in<l may expel sucli
members from the society, and the secretary shall make a minute of
such forfeiture and ex])ulsion in the hooks of the society.

IH. Any transfer of the sliare or other interest of a deceased xwgxu-
her of any society, under this ( )rdinance. made hy his ])ei"sonal repre-
sentative, shall, notwithstanding' such personal representative may not
liimself Ix' a member, be of the same validity as it he had been a mem-
ber at tlie time of the execution of the instrument of transfer. (IS'o.
1C5, Revised Ir^tatues. s^h-. 4.)

H>. In case any paymen':, either on account of subscriptions,
instalments, fines, or for exjuMises in relation to any security or other-
wise is due or payable to any such society from any member thereof,
the same may be recovered by action or suit in tlie usual maimer.

20. In case a sub-coiii littee of directors is appointed for any
particular purpose, the powers delei^^ated to them shall be reduced to
writing, and entered in a bool* by the Secretary or clerk of the Society,

21. The Directors shall choose a President and Vice-President,
and they shall, in all thin<;s dele<j;ated to them, act for and in the name
of the Society; and tiie coiicui-reiice of a majority of the Directors
present at any meeting shall at all times be necessary in any act of the
Ji<iard ; and no business sIkiII Ixj transacted at any meeting of Dii'ecturs,
unless a quorum of JJirectors, as juescribed by the rules, be ])resent
thereat.

22. The transactions of the Directors shall be entered in a book
belonging to the S(X'iety, and shall at all times be suliject to the
review of the Society in sucli manner and form as the Society by their
general rules shall direct and appoint.

2<t. All acts and orders of sucii Directors, under the powers
delegirted to them, shall have the like force and effect as the acts and
ordefH of the Society at the general meeting.

24. The Directors shall, from time to time, at any of their usui'.
meetings, ap])oint such jKirsous its they shall think proper to be otiicers
of the Society, grant such siilaries and emoluments as they deem lit,
and pay the necessary e\peii.se>^ attending the management of the
Society; and shall from time to time, when necessary, elect such
persons as may be necessai-y for the j>urt>oses of the Society, for the
time and for the purpose expressed in the rules of the Society, and
shall, froni time to time, for incompetence or misbehaviour, discharge
such persons and ajipoint others in the room of those who vacate, die
or are discharged.

2»». Every such officer or other person appointe<l to any office in
anywise concerning the receij)t of money shall, liefore entering ipou
tlie duties of Ins office, execute a bond, with two sufficient surctivjo, in
such form and for sucii amount as the Directors determine, for the
just and faithful execution of his ufficje, according to the rules of the
Society.

te<i

1809.

Investment and Loan Societies. Cap. 147. 361

liO. Kvery such society may ^ake and hold any jji'opcrty or
securities thereon, bond Jide niortpi;j;ed or assigned to it, either to
secure the paynient of the shares suli»^cril)ed for l)y its members, or to
assume the payment of any dehts (hie to the said Society, and may
become the absolute owner thereof by foreclosure. '

27. Whenever any such society has received from a mendier an
assigmnent, mortgage or transfer of any proi)erty to secure the pay-
ment of any advance made by, or debt due to such society, ami
containing an authority to such society to sell such property, in case of
non-payment of any sti])ulated nund)er of instalments or sums of
money, and to apply the proceeds of such sale to the payment of tlie
advances, interest and other charges due to the society, such stipula-
tions and agreements shall be valid and binding, and the society may
cause the same to be enforced ; and may proceed on any such security
for the recovery of the moneys thereby secured, either at law or in
equity, or otherwise, and genei'ally may also pursue the same course,
exercise the same powers, and take and use the siwne remedies to
enforce the payment of any debt or demand due to the Society, as any
person or body corporate may by law take or use for a like purpose.

*iH, In case' of default being made in pa}ment of any sum of
money secured, or intended to be secured by any deed of security
taken by any such society or any part of any such sum, for the space
of three months successively, after any or either of the days or times
:t, which the same became pjiyable, it shall be lawful for such society
to orter the property comprised in any such deed of security, or any
'"■• * ; parts of such property, for sale by public auction, and either
' ,ether or in parcels.

20. If any person api)ointed to an office by the Society, and being
intrusted with and having in his possession, by virtue of his office, any
moneys or eiiects belonging to the Society, or any deeds or securities
relating thereto, dies or becomes bankrupt or insolvent, his legal repre-
sentative or other person having a legal right, shall, within fifteen days
after demand made by the orders of the Directors of the Society or
the major part of them assembled at any meeting thereof, deliver over
all things belonging to the Society to such person or persons as
the Directors appoint.

J$0. This Ordinance shall extend to aliens, denizens, females, co-
partners, and ct>rporate bodies. Femetf coverte^ and infants may hold
shares in any society incorporated under this Ordinance, in the same
manner as male adults, and for tlie purpose of dealing with such ;iiare8
shall be considered as femes so/es, or male adults, respectively ; and
this Ordinance shall be construed i>i the most ])eneiicial manner for
promoting the ends thereby intended — but no fhne coverte or infant
shall be a director of any such society.

Jtl. Every such society may invest any surplus funds in the stock
of any chartered baidc in, or other public security of the colony ; and
all dividends, interest, and proceeds aiising therefrom shall be brought
to account and be applied to the use of tlie society, according to the
rules thereof.

ip'

362 Cap. 147. Investment and Loan /Societies.

33 Vic.

32. Every sucli society hy its rules, regulations or by-laws author-
ized to borrow money, shall not borrow, receive, take or retain otlier-
wise than in stock and shares in such society, from any person or persons
any greater sum than three- fourths of the amount ot capital actually
paid in on unadvanced shares, and invested in securities or in property
by such society; ami the whole of the property and capital of the socio
ty shall be liable lor the amount so borrowed, received or taken by
any such society.

33. Any such society may liold absolutely real estate for the pur-
poses of its place of business, not exceedi])^!; tiie anm.al value of tluve
thousand dollars in any one place, exclusive ji the im])rovements which
may be made by any such society thereon.

34. S.iCi society shall not be bound to see to the execution of any
tnist, whether expressed, implied or constructive, to which any share or
shares of its stock may be subject, and the receipt of the
party in whose name any such share or shares stand in the books of the
'"ociety, or if siich share or shares stand in the names of more parties
tlian one, the receipt of one of the j)arties shall front time to time be
a sufficient discharge to the society for any payment of any kind made
in res])ect of such share or shares, notwithstanding any trust to which
such share or shares may then be subject, and whether or not such scjcie-
ty has had notice of such trust, and the society shall not be bomid to
see to the application of tlie mc)ney paid upon such receipt.

35. Such society may advance to members, otlier tlian any or
cither of the directors thereof, on the security of miadvanccid shares in
permanent stock of the said society or of real property, any portion of
the funds of such society not exceeding the amount in value of sucli
unadvanced shares or of such real property, and may receive and take
from any person or persons, or bodies corporate, any collateral, further
or additional security for any acivances made as aforesaid : rrttvided
that it is agreed that any building or other permanent improvement
sliall be phiced on any such real property as aforesaid, >vith the moneys
or any portion thereof to be advanced by such society, the value of such
building or permanent improvement may be estimated in appraising
the value of such real property, if a bond is given to such society for
the purpose of securing the erection of such l)uilding or the making of
such permanent improvement. [No. 1(55, Kevised Statutes, sec. 5.]

30. No. portion of the funds of any society established under this
Ordinance shall be advanced tt) any or either of the directors of such
society, nor to nor for his nor their use, upon any securitvor otherwise ;
and should any advance be made contrary to the spirit of this Ordinance
the director or directors receiving the same shall forfeit to the said
society a sum equal to ten times the amount so advanced, and shall
cease to be a director of such society.

3*7. Every such forfeit or fine may be recovered before a Stipen-
diary Magistrate of British Columbia in a summary way, by warrant of
distress of the goods and chattels of such director or directors. In case
of default of payment of such forfeit or fine and of the insufficiency of

1869.

Investment and Loan Societies. Cap. 147. 303

Bucli distroHB, such director or directors bIuiII be liable to iniuriBotuiient
for a term not exceedin<^ twelve calendar montliH, at the discretion of
the Magistrate who shall have issued the warrant of distress.

WH. In case any director or <lirector8, the secretary and treasurer,
or secretary or treasurer or clerk of any such society shall take, chari^u
or receive any bribe, commission or gratuity for negotiating any loan
from or procuring any advance to be made by such society, such person
or persons shall incur a peiudty of live hundred dollars, and shall u|)oii
conviction thereof be removeil from office and forfeit to the society all
Ijis or their interest in such society.

Jitt. If the directors of any such society shall declare any dividend
when the society is known by them to be insolvent, or any dividend the
payment of which would to their knowledge render it insolvent, they
shall be jointly and severally liable to the extent of the aggregate amount
of the dividend so declared, for all the delfts of the company then ex-
isting, and for all that shall be thereafter contracted so long as they
shall respectively continue in office: Provided always, that if any of the
directors shall be absent at the time the dividend or dividends shall be
BO declared, or shall object thereto, and shall forthwith tile their objec-
tion in writing with the secretary or clerk of the society, they shall be
exempt from the said liability.

40. Inasmuch as the stability of societies established under this
Ordinance will depend in great measure on the valuation of the assets
of such societies and the division of the profits from time to time found
or declared to have been made by such societies, no such societies shall
be at liberty to divide any of the profits found or declared to have been
made by such society, until the principal upon which such profits have
been computed, and are so found and declared, or are intended to be so
found and declared shall have been sanctioned or approved of by such
officer as the Governor or officer administering the Government may
from time to time appoint, who shall be entitled to a fee of fifteen dol-
lars for granting a certificate of approval ; and if any dividend shall be
paid on or in respect of any share in the capital of such society, before
such })rincipal as aforesaid shall have been sanctioned or approved as
aforesaid, each of the directors who shall not have objected tuereto, and
shall not have filed his objection in writing with the secretary or clerk
of the society before any such payment, shall incur a penalty of five
hundred dollars. (As amended by No. I(i5, Revised Statutes, sec. 7.)

41. In the month of December in each year the assets of the so-
ciety shall be valued and tlie accounts audited ; and on or before the
14th day of the month of January then following, a return duly verified
by the declarations of the auditor and treasurer, shall be made to tiie
Colonial Secretary, in which shall be stated in a tabular form : —

The name of the society ;

The nominal capital ;
The actual capital ;

The number of unadvanced '^hares held in accumulating stock and
the amount paid thereon ;

;

•11

i-\

3<)4 Cap. 147. fnvcftment am/ Loan Societies.

33 Vk

Tho amount of pcnuanicnt stock not (lcpo«itcd aa security for
moneys advanced by trie society;

The amount borrowed or received on deposit;
Tlie nature of the i)resunied assets, witli a concise statement of the
securities in a tabular form ;

The losses and expenses diiriug the year ;
The profits devisable per share ;

And such other information as the Governor or officer administer-
ing the Government shall from time to time, by notice published in the
Government Gazette, order or require;

43. If any society established under this Ordinance, makes default
in making a return to the Colonial Secretary, in compliance with the
foregoing directious, such society shall incur a penalty not exceeding
twenty-live dollars for every day during which such default continues.

43. Ui)on the application of one-fifth in value of the holders of
unadvaneed .shares in any society establislxed uiuler this Oi'dinance, the
Governor or otlicer admistering the Ciovernment may ap})oint one or
more inspectors to examine into the affairs of the society, and to report
thereon in such manner as he may direct.

44. It shall be the duty of all officers and agents of tlie society to
produce for the examination of the insjjcctors all books and documents
m their custody or power. Any inspector may exanu"ue upon oath the
officers and agents of the society, in relation to its ])usiness, and may
administer such oath accordingly. If any officer or agent refuses to
produce any such book or document, or to answer any (juestion relating
to the affairs of the society, he shall incur a penalty not exceeding
twenty-tive dollars in respect of such offence.

4fJ. Upon the conclusion of the exann'nation, the inspectors shall
report their o})inion to the Colonial Secretary. Such report shall be
written or printed, as the Colonial Secretary directs. A copy shall be
forwarded by the Colonial Secretary to the registered office of the so-
ciety, and a further cojn' shall at the rccpiest of the shareholders, upon
■whose api)lication the inspection was made, be delivered to them, or to
any one or more of them. All expenses of and incidential to any such
examination as aforesaid, shall be defrayed by the shareholders upon
whose ay)plication the inspectors were appointed.

40. Any society registered under this Ordinance may in a general
meeting appoint inspectors for the ]>urpose of exaininiTig into the afi'airs
of the society. The ini«rj)ectors so appointed shall have the same powers
and perform the same duties as ins])ectors appointed by the (lovernor
or ofiicer administering the (lOveniment with this exception, that in-
stead of making their report to the Colonial Secretary, they shall make
the sa. 'n such manner and to such persons as the society in general
meeting oirects, and the officers and agents of society .shall incur the
same penalties in case of any refusal to produce any book or document
to such inspectors or to answer any questions as they Mrmld have incurred
if such inspectors had l»cen appointed by the Governor.

IHOO.

Inventtrvfit ttnd Loan Soei^'fU'a. Cap. 147. 3r>5

47. A I'opy of the report of any inspectorn appointed under this
Ordinance authenticated by the seal of tlie 80(Mety into wliose affairs
they have made inspection, shall he adinissahle as evidence in any legal
proceeding.

4H, All offeiu'ce under this Ordinance other than those provided
for by sec. 37 <tf this Ordinance, made punishable by any penalty, may
he prosecuted summarily before two or more Justices, in manner
directed by an Act passed in Session, holden in the elevjnth ar.d twelfMi
years of tlio reign of ller Majesty Queen Victoria, Cap. i'.\ intituled :
"An Act to facilitate the performance of the duties of Justices of tlio
Peace out of Session, within Kngland and Wales, witli respect t<»
summary convictions and orders."

40. The Justices imposing any penalty under this Ordinance
may direct the whole or any part thereof to be applied in or towards
payment of the costs of the proceedings, or in towards the rewarding
the person on whose ijiforrnation, or at whose suit such penalty lias
been recovered, and .subject to sucli directions, all penalties shall be
paid to the Treasurer of the colony, and shall be carried to tlie credit
and form part of the revenue of the colony.

*50. Notices reciuiring to be served by the (.^)mpany upon share-
holders, may be served either personally, or by leaving the .same, or send-
them through the })ost office in a letter addressed to the shareholders
at their registered places of abode.

»51. Any summons, notice, order or other document required to
be served upon any such society, may be served on the rrcsident,
Vice-President or Secretary, or by leaving tlio same and sending a copy
thereof through the post, in a pro-paid lettcsr addrc'^sed to the society
at their registered ofhce. (No. 10,5, lievised Statutes, s. 11.)

Si*Z» Any document to be served by post on any such society,
shall be posted in such time as to permit of its being delivered in
due course of delivery within the period (if any) prescril>ed for the
service thereof, and in proving service of such document, it shall be
sufficient to ])rove that such document was properly directed, and that
it was sent as a prepaid letter into the post office. (No. 165, Revised
Statutes, s. 12.)

53« All notices directed to be given by the societies shall, with
respect to any share to which persons are jointly entitled to, be given
to whicluiver of the said persons is named first in the register of the
societies, and notice so given shall l)e sufficient notice to all proprietors
o'f such share.

*>4« All notices required by this Ordinance to be given by adver-
tisement, shall be advertized in a now.spaper circulating in the city or
district in which the registei-ed office of the society is situated.

55. The ])i-ovisions of any Ordinance or Act for the time being
in force in Pritish Colnndua. relating to the winding up of companies,
shall apply to all societies incorporated imder this Ordinance.

56. A promisssory note, or bill of exchange, or a receipt or other

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366 Cap. 147. Investment and Loan Sonetits.

33 Vic.

acknowlodgmciit f(H' money deposited with the Socnoty, at interest,
shall he dcoitiod to have heen made, drawn, endorseu or given on
behalf of the Society, if nnade, drawn, accepted, endorsed or given in
tlie name of the Society, hy the President or Vice-President and the
Treasurer of the Society. (No. 165, Revised Statutes, s. 8.)

(IT. Any sucli society may, bv instrument in writing, under its
common seal, empower any person — m respect of any specified matter —
as its attorney, to execute deeds on its behalf, and every deed signed
by sucli attorney, on l)ehalf of the society and under its seal, shall be
binding on the society, and have the same effect as if it were under the
connnon seal of the society. (No. 105, Revised Statutes, s. 9.)

f^H. Any such society niay, from time to time, by writing, under
its common seal, agree to refer, and may refer, to ar1)itration any
existing or future difference, question or other matter whatsoever in
dispute between itself and any other society, company or person, in
like manner as if it were incorjiorat^nl under " the Companies' Ordi-
nance, 1869," and the societies j)arties to the arbitration may delegate
to the person or persons to whom the reference is made, power to settle
any terms or to determine any matter ca])able of being lawfully settled
or tietermined by the societies themselves, or by the directors or other
managing body of such societies. (No. 165, Revised Statutes, s. 10.)

i51>. The word '* society," in the foregoing sections of this
Ordinance, shall be understood to include and to mean any society,
company or institution established under the provisions and authority
of this Ordinance ; the word rules to include rules, orders, by-laws and
regulations ; and whenever in this Ordinance, in describing or referring
to any person or party, matter or thing, any word importing the
masculine gender or singular number is used, the same shall be under-
stood ti) include and shall be applicable to several persons and parties,
as well as oiie peimm or party, and females as well as males, and bodies
corporate as well as individuals, and several matters and things as well
as one matter or thing, unless it otherwise be provided, or there be
something in the subject or context repugnant to sucli construction.
The term " real property," shall include chattels real as well as real
estate.

60. This Ordinance may be cited, for all
Investment and Loan Societies' Ordinance, 1869."

purposes, as

" the

BANKS AND BANKING.

The Act thirty-fourth Victoria, chapter five, intituled, " An
Act relating to Banks and Banking," with the amend-
ments made by subsequent Acts * Incorporated with it
so as to form one Act.

Section.

Preamble.

1. Charters continued to ist July, i

And to 1st of July, 1891.

2. To what banks the Act applies.

3. Matters to be provitled for in special

Act.

4. Branches and agencies.

5. Increase of capital.

6. I low to l)e allotted.

7. Conditions previous to commencing busi

ness by new banks.

8. Amountand denoniinalion of bank notes;

Notes to be first charge on assets.

9. Redemption of notes. Payments in Dom

inion Notes.

10. Dividend not to impair capital ; Capital

lost to be made up.

1 1. Dividend limited unless ther« is a certain

reserve.

12. Lists of shareholders to be laid before

Parliament.

13. Monthly returns to Government ; How

attested ; Special returns may be called
for.

14. Part of resarve to be in Dominion Notes.

15. Exemption from bank tax.

16. .Supply of Dominion notes.
l6rt Offices of redemption at certain cities ;

Proviso : under 34 V., c. 6, s. 19.

17. Subscription and transfer of stock irf

United Kingdom.

18. Payment of shares ; Proviso.

19. Shares and transfer thereof; Sale o

shares under execution.

20. List of transfers to be kept.

21. Transmission of shares otherwise than

by transfer ; how authenticated
Proviso ; Proviso.

22. Transmission by ni.arriage of female

shareholder.

23. Transmission liy decease.

24. Further provision in such case.
35. Provision in case of douiU as to person

entitled ; Proviso ; Proviso.
26. Bank not bound to see to trusts ; Execu-
tors and trustees not personally liable ;
Exception .

27. Votes on shares ; Konewal of proxies.

28. By-laws m.iy be made ; Qualification of
director ; Klccti(m ; Discounts to direct"
ors ; Certain l)y-laws continued.

29. Special gener.il meeting^.

30. iJijard of directors ; Notice ; Proxies j
\'.aca»cies ; Kieclion of president, &c,

3CW Sections 27, 29 and 30 explained.

31. Provision in case of failure of election.

32. (Quorum, itc.
a. (ieneral [K)wers of directors ; Proviso ;

Proviso ;

34. Calls, and iiow enforced by action ;
Proviso.

35. Calls, and how enforced by forfeiture ;
Proviso.

36. .Stalenient to be laid before annual meet-
ing.

37. Insjiection of books, &c,

38. Dividends.

39. Real estate for occupation.

40. Business of the bank defined.

41. Mortgages as additional security.

42. Purchase of land under execution, &c.

43. Absolute title may be acquired ; Proviso.

44. Power of i^ile, &c.
44a, As to advance for building ships.

45. Interpretation of various terms.

46. Warehouse rec(»i|)ts may be taken as
collateral security ; Proviso ; exchange
of warehtjuse receipts for bill of lading
and vici; versa.

f 47. When warehouseman, &c., is also the
owner ; sale of goods on non-jadyment
of debt.

48. As to goods manufactured from articles
pledged.

49. Prior claim of the bank over unpaid
vendor.

50. Notice to be given before sale of goods
pledged as aforesaid.

51. Lien of i)ank on stock for overdue debts;
jirovision as to collateral security ; pro-
viiioB may Ue varied,

52. No penalty for usury ; recital ; no instru-
ment to be void on ground of usury j
as to innocent holders.

• 35 v., c. 8
and 44 v., c. 9.

536 v., c. 43 ; 38 v., c. 17 ; 40 V., c. 44 ; 42 V., c. 45 ; 43 V., c. 2a

368

Banks and Banking.

B«c:tinn.
53. Collection fees.

54. Agency fees.
54rt Deposits may be received from persons

unalilc to contract ; proviso, amount
limited ; bank not bound to see to
trusts in relation to such deposits.
54^ Non-juridical days.

55. Honds, notes, &c., how and by whotii to

be signed ; proviso.

56. Notes may be signed by machinery.

57. .Sus|H;nsion for ninety days to constitute

insolvency.

58. Lial)ilily of shareholders in case of in-

sufficiency of assets ; calls in such case ;

proviso : as to directors ; proviso ; as

to banks en comwandile.
Liability of shareholders who have

transferred their stock.
Knibezzlement of bonds, iSrc, felony.
Fraudulent preference, a misdemeanor.
62. Making false stalemenls in returns, a

misdemeanor.
Refusal to make calls under s. 58, a

misdemeanor.
Giving false receipts by warehousemen,

&c., a misdemeanor,
l-'alse statements in receipts under s. 46,

a misdemeanor.
Offences by members of a partnershin.
66<i Unauthorized use of title "liank, ' a

misdemeanor.
Punishment for misdemeanor.
Chartered Hanks only to issue notes for

circulation ; What shall be deemed

such notes.
How notices shall be given.
Hank to be subject to any future winding

up A'-t ; and any general Bank Act.

72. What sections shall apply to Hank of

H. N. A.

73. How certain Banks may conic under

this Act.

74. Capital of Hank of N. S. may be reduced.

Suction,

75. What provisions shall apply to La
lianquc du I'euple ; Proviso.

76. Certain Acts repealed, 33 V., c. II ; 31
v., c. II, as to certain Hanks ; 42 V.,
c. 45, ss. 3, 4, 5 & 6. as to num)iering
shares ; C.S.C., c. 55.

Saving pending cases.

59-

60.
61.

63.
64.

is-
66.

67.
68.

69.
70

SCHEDULE A.

1. When contracts with .ngents to be valid.

2. When agents to lie deemed owners.

3. What contracts for lien valid.

4. Must be bona fith:

5. Antecedent debt no^ to authorize lien.

6. /iona fide transactions with agents bind

owners.

7. Documents of title defined.

8. Agents i)osscssed of, to be deemed en-

trusted, &c.

9. Contracts fora lien founded thereon valid.

10. /Jtf^wy^r/c loans oradvances, when deemed

authorized.

1 1. What contracts to be so considered.

12. Payments, when deemed advances.

13. Possession />•////« yiwi' evidence of own-

ership.

14. Other liability of agents not to l)ea(Tected.

15. Consctiuencesofdercliction; misdemeanor

16. Aiders, &c.

17. When agent not liable criminally.

18. Conviction not admissible in evidence.

19. Admissions under oath not admissible in

evidefice against the party.

20. Owners may redeem goods pledged.

21. Remedy of owner against the estate of

an agent l)ankrupt.

22. Interpretation clause.

23. This Act not to affect transactions prior

to 28th July, 1847.

24. Act to relate to 28th July, 1847.

SCHEDULE H.
Hanks whose charters are continued.

WHEREAS it is desimblc tliat the provisions relating to the Incor-
l)()ration of Banks, and tlie hiws rehvting to lianking, sliould be
embraced as far as practicable in one general Act ; Thereforo Her
Majesty, by and with the advice and consent of the Senate and House
of Commons of Canada, enacts as follows : —

1. The Charteri? or Acts of Incorporation of the several Btinks
enumerated in the Schcdtde li to this Act (including any amendments
thereof now in force) are coutinuedas to their Incorporation, the amount
of capital stock, tiie amount of each share of such stock, and the
chief place oi business of each respectively, until the first daj'
of July in the year of our liOrd one thougand eight hundred
and eighty-one, subject to tlie right of any sucli Bank to increase
its capital stock in the manner hereinafter provided ; and as to
other uiirticulars this Act shall form and ue the Charters of
the said Banks respectively, until the first do of July, 1881, and

Banks and Banking.

369

the provisions thereof shall apply to each of them respectively, and
their present Charters shall be repealed, except only as to the matters
for wliich the said Charters arc above continued until the day last
aforesjiid ; and

2. The said Charters or Acts of Incorporation of the several Ranks
mentioned in the Schedule H to this Act, to all which this Act ap]>lie8,
are hereby continued and shall remain in force, subject to the provisions
of this Act, until the first day of -July, in the year of our Lord one
thousand eight hundred and ninety-one, except in so far as they or any
of them may be or become forfeited or void under the terms thereof or
of this Act, or any other Act, jiassed or to be passed in that behalf, by
non-performance of the conditions of such CJharters respectively, insol-
vency or otherwise. 34 V., c. 5, s, 1, and 43 V., c. 22, s. 11.

2. The provisions of this Act shall apply to any l?ank to be here-
after incorporated (which expression in this Act includes any liank in-
corporated by any Act passed in the i)rescnt Session or in any future
Session of the Parliament of Canada), whether this Act is specially
mentioned in its Act of Incorporation or not, as well as to all Ranks
and their branches in any part of Canada (except where otherwise ex-
prcssely mentior'»d) whose Charters are hereby continued, l)Utnottoany
other, unless ex led to it under the special provisions hereinafter
made. 34 V., c 6, s. 2.

3< The capital stock of any new Uaiik, the amount of each share,
the name of the Bank, and the place whert! its chief ottico shall be situ-
ate, shall be declared in the Act of Incorporation of any Bank to be
hereafter incorporated. 34 V., c. 5, s. 3.

fiKNERAL RKOri.ATIONS.

4« The Bank may open branches or aji^encies and ofKccs of discount
and deposit and transact business at any place or places in the Dominion.
34 v., c. 5, 8. 4.

9* The capital stock of the Bank may be increased, from time to
time, by the shareholdei"8 at any annual general ineetinii^, or any general
meeting specially called for that purpose ; and such increase may be
agreed on by sucii proportions at a time as the shareholders shall deter-
mine, and shall be decided by the majority of the votes of the share-
holders present at such meeting in person or represented by proxy.
34 v., c. 5, s. 5.

6. Any of the original unsubscribed capital stock, or the increased
stock of a l?ank, shall, when the directors so determine, be allotted to
the then shareholders of the Vnmkpro rata, and at such rate as shall be
tixed by the directors, provided always that no fraction of a share shall
bo so allotted ; and any of such allotted stock as shall not be taken up
by the shareholder to whom such allotment has been made, within three
months from the time when notice of the allotment has been mailed to
his address, may be opened for 3ubscription to the public, in such man-
ner and on sucn tenns as the directors shall prescribe. 34 V.,c. 5, s. 6.

•7. No Bank to be hereafter incorporated, unless it be otherwise
provided by its Charter, shall issue notes or commence the business of

370

Banks (md Banking.

Banking until five hundred thousand dollars of capital have been bond
Jide MihticrWK'*] and one hundred thcMiwuid dollai>i havi! heen hand fide
paid up, nor until it shall have (thtained fmni the Treanury I»oard a cer-
tificate t«t that etTeet, which certificate shall he granted l»y the Treasuiy
!lt»ard when it is proved to their satisfaction that such amounts of caj)-
ital have heen bond fide suhscrihcd and i)aid respectively ; and if at
least two lumdred thousand dollars of tlie suhscrihed capital of such
Bank has not been ])aid uj) before it shall have connnenced business,
such further amctunt as shall be re(piired to complete the said sum shall
be called in and paid up within two years thereafter, and it shall not bo
necessary that more than two hundred thousand dollars of the stock of
any bank, whether incorporated In'fore or after the passing of this Act,
be paid u]) within anv limited period from the date of its mcorponition.
34 v., c. 5, s. 7.

S. The amount of notes intended for circulation, issued by the
I'ank and outstiuuling at any time, siiall never exceed the amount of its
unimpaired paid up capital : No such note f(»r a sum less than five
dollars, or for any sum not being a multiple of five dollars, shall be
issued or re issued l»y the Uank, and all notes for a less sum than five
dollars, or not being such midtiple as aforesaid, heretofore issued shall
be called in and cancelled as soon as may be practicable. 34 V., c. 5, s.
8 ; as araended by 43 V., c. 22, s. 12.

2. The payment of the notes issued by the Iknk and intended for
circulation, then outstan<ling, shall bo the first charge upon the assets of
the l>ank in case of its insolvency. 43 V., c. 22, s. 12.

II. The Bank shall always receive in payment its own notes at par
at any of its offices and whether they be made ])ayable there or not ;
but shall not be bound to redeem them in specie or Dominion notes at
any place other than where they are made [>ayal)le ; tliC place or one of
the places at which the notes of the Bank shall be made payable shall
always be its chief seat of business. 34 V., c. 5, s. 9.

2. The Bank when ixuiking any payment shall, on the request of
the person to wliom the payment is to be made, pay the same, or such

Eart thereof not exceeding fifty dollars as such person may i-ecpiest, in
)ominion notes for one or for two dollare each, at the option of the
receiver. 43 V., c. 22, s. 12.

10. No dividend or bonus shall ever be made so as to impair the
>aid-up capital, and if any dividend or bonus be so made, the directors
cnowinglyand wilfully concurring therein, shall bo jointly ami severally
iabie for the amount thereof, Jis a debt due by them to the Hank ; and
if any part of the paid up capital be lost, the directors shall, if all the
erbscribed stock be not paid up, forthwith make calls upon the share-
lolders to an amount equivalent to such loss; and such loss (and the
calls, if any) shall be mentioned in the return then next made l)y the
Bank to the Government ; provided that in any case where the capital
has been impaired jvs aforesaid, all net profits shall be applied to make
good such loss. 34 V., c. 5, s. 10.

11. No division of profits, either by way of dividends or Iwnus, or

Banki< and Hanking. 371

both combined, or in any other way, uxceedlnfr the rate of ei^ht per
cent. |)cr aniuini, shall he paid hy the Jiank, nnless after payinj^ the
same, it shall have a rest or reserved fnnd eijiial to at least twenty per
cent, of its paid up eapital, deducting' all hud and doubtful debts before
aUcnhiting the amount of such rest. 84 V., c. 5, s. 11.

12, Certified Hsts of the sliareholdei-s(or of the princi])al |)artners,
if tlie Bank bo en commandite), with their ailditionsand residenees, and
the number of shares tliey respectively ludd, shall be laid before Parlia-
ment every year, within fifteen days after the t»pening of the Session.
34 v., c. 5, s. 12.

13< Montlily retunis shall be made by the Bank to tlic Govern-
ment in tlie foll(»wing form, and shall be made up witliin the first ten
days of each month, and shall exhibit the condition of the Hank on the
last juridical day of the month preceding: and such monthly returns
shall be signed by tlie eliief accountant, and by the president or vice-
president, or the director (or, if tlie IJank be en commandite, the
jH'incipal partner) then .icting as president, and by the manager, eashicr,
or other principal otticer of the Dank at its chief seat of business: —

UtrrrRN of tln) Liabilities aiul Assets of tlio

on the day of A.D. 18

Capital authorized %

Capital subscribed %

Capital paid up ^

LIABILITIES.

1. Notes in circulation %

2. Dominion (ioveniment deposits payable on <lemaiid

3. Dominion Government deposit payable after notice

or on a fixed day

4. Deposits held as security for the execution of

Dominion (Tuvernment contracts and for Insur-
ance Companies

5. Provincial (4overnment dej)osits payable on demand
T). Provincial Government dejwsits payable after notice

or on a fixed day .... :

7. Other deposits payahle on demand

8. ( )tlier deposits i)ayab]e after notice or on a fixed day

9. Loans from or deposits made by other Banks in

Canada secured

10. Loans from or de})osits made by other Banks in

Canada unsecured

11. JJue to other Hanks in (.'anada

12. Due to agencies of the Bank, or to other Banks or

Agencies in foreign countries

13. Due to Agencies of tlu> Uaiik. or to other P)ank6 or

Agencies in the I'nited Kingdom

14. Liabilities not included under foregoing heads ....

372

Bankit and Banking.

1.
2.

.'J.
4.
5.

i\.

9.
10.
11.

12.

13.

14.
15.
16.

17.

18.
19.

20.

21.

22.
23.

A84BTS.

Specie

Dominion Notes

Notes of and cliecks on other lianks

Uiilaneea due from otlier 1 Junks in Canada

JJalant'oH due fronj Agencies of the liank, or from
other Hanks or Agencies in foreign ctmntries. .

Balances due from Agenci .-s of the iJank, or from
other iJanks or Agencies in the Ignited Kingdom

Dominion (iovernment debentures or stock

Provincial, IJritish or Foreign or Colomul ptd)lic
securities other than Canadian

Loans to the Goverimient of the Dominiou

Loans to Provincial Govemmonts

Loans, Discounts or advances for which stock, bonds
or debentures of Municipal or other Corporations,
or Dominion, Provincial, British or Foreign or
Colonial public securities other than Canadian,
are held as collateral securities

Loans, discounts or advances on current account to
Municipal Corporations

Loans, discounts or advances on cun*ent account to
other Cori)oration8

Loans to or deposits made in other J'anks secured.

Loans to or deposits made in other liunks unsecured.

Other current loans, discounts and advances to the
public

Notes and bills discounted overdue and not specially
secured

Other overdue debts not specially secured

Kotes and bills discounted overdue and other over-
due debts secured by mort^jage or other deed on
real estate, or by dcjiosit of or lien on stock, or
by other securities

Real estate, the property of the Bank (other than
the Hank premises)

Mortgages on real estate sold by the IJank

Baidv premises

( )thc'r assets not included under the foregoing heads

Aijgrogate amount of loans to and liabilities, direct or indirect, of
directors, and Ilrms or partnei-ships in which they or any ol them have
any interest, %

Average amovmt of specie held durin'^ the month, $

Average amount of Dominion Notes held during the month, $

Bank* and Dunking.

373

T ficelare tliat the above Return lias hceii ])rci)arc(l iiiuler my direc-
tiuus, and is correct accordinu to the Uooks of the Daiik.

^ E.F,

Chief Accmmtant

We declare that the forej^oinj; return is made up from the hooks
of the Hank, and that to the best of our knowledj^e and belief it is cor-
rect, and shews tndy and clciarly the linancial pcmition of the Bank;
and we further declare that the li:udv has never at any time during the
period to which the said return relates, held less than forty per cent, of
its cash reserves in Dominion Notes.

{Place) this day of

A. B., President.

C. D., General Manager.

In additioji to the returns specilied in this section, the Minister of
Finance shall also have power to call for spucrial Returns from any par-
ticular Haidv, whenever, in liis judgment, the same are necessary in
order to a full and complete kiu)wled<^o of its condition, 34 V., c. 5,
8. 13, aa amended by 43 V., c. 22, s. 4.

II. The I'ank shall always hold, jus nearly as may be practicable,
one-half of its cash reserves in Duminion Notes, and the proportion of
such reserves held in Dominion Notes shall never be less than forty
per cent, thereof. 34 V., c. 5, s. 14, as amended by 43 V., c. 22, b. 3.

15. Every Hank to which this Act applies shall be exempt from
the tax now imposed on the average amount of its notes in circulation,
to which other Hanks will continue liable, and from the (obligation to
hold any portion of its capital in Government Debentures or Debentures
of any kind. 34 V., c. 5, s. 15.

10. The lleceiver General shall make arrangements as may be
necessary for ensuring the delivery of Dominion Notes to any Bank,
in exchange for an etpiivalent amount of specie, at the several olHces at
which Donn'nion Notes will be redeemable, in the cities of Toronto,
Montreal, Halifax and St. John (N.H.), respectively. 34 V., c. 5, s. 16.

16a. The (Tovernor may, in his discretion, establish branch offices
of the Receiver General's Department at Winnipeg, Charlottetown
and Victoria, respectively, or any of them, for the redemptioii of
Dominion Notes, or may make arrangements with any chartered bank
or banks for the redemption thereof at the said cities, in like manner
as he may now do at the cities of Montreal, Toronto, Halifax and St.
John (N.B.), and under like provisions : Provided that any Assistant
Receiver General appointed, at any of the said cities, under the Actot
the thirty-fourth A ictoria, cha})ter six, shall be an agetit for the issue
and redemption of such notes. 4.'3 V., c. 13, s. 4.

INTERNAL REOULATIONS.

Shares and Shareholders.
IT. Books of subscription may be o])ened, and shares of the capi-
tal stock of the Bank nuiy be made transferable, and the dividends

874

Banks and Banking.

accruing tliorcon may be iiiado payultle, in the Ujiited Kini^oin of
(treat Hritiiin and Iivhind, in like manner as buuIi uliares and uividends
are re«pectively made transferable and payable at the head otfico of
the IJank ; and to that eml the Directoi-s may, from time to time,
determine the i>ro|M>rtiun of the shares which will be so transferable
in the United Kingdom, and make snch rnleH and regnlations, and

Srescribe snch forms, and appoint snch agent or agents, as they may
cem ncceBsary. 34 V, c. 5, s. 1 7.

\H* The shares of the capital stock shall be paid in by such instal-
ments, and at such times and places as the Directoi's shall appoint, and
executore, admin isrratore and curatoi*s paying the instalments upon the
shares of deceased sharelioldors sIkjII be and are re8j)cctively indemnified
for paying the same ; Provided always, that no share or shares shall be
helcl to be lawfully subscribed for, unless a sum cfjual to at least ten
l>er centum on the amount subscribed for be actually paid at the time
or within thirty days after the time of subscribing. 34 V., c. 5, b. 18.

lO. The shares of the capital stock of the Bank sljall be held and
adjudged to be pei*8onal estate, and shall be assignable and transferable
at the chief place of busines. of the Bank or at any of its branches
which the Directors shall appoint for that purpose, and according to
such f«>rni as the Dircctoi-s shall prescribe ; but no assignment or
transfer shall be valid unless it be made and registered and accepted by
the party to whom the transfer is made, in a l)Ook or books to be kept
by the liirectors for that purpose, i or until the person or persons making
the same shall, if required by the Bunk, ))reviously discharge all his, her
or their debts or liabilities to the Bank, which may exceed in amount
the remaining stock, if any, belonging to such pereon or persons valued
at the then current rate ; and no fractional part or parts of a share, or
less than a whole share shall be assignable or transterable.

When any share of the Siiid capital stock shall have been sold
under a writ of execution, the otricer by whom the writ shall have
been executed shall, within thirty days after the nale, leave with the
cashier, manager, or other ofWcer of the Bank, an attested copy of the
writ, with the certificate of such oflicer endoi-sed thereon, certifying to
whom the sale has been made, and thereupon (but not till after all
debts and liabilities of the holder or lujlders of the share to the Bank,
and all liens existing in favor of the liank thereon, shall have been
discharged as hereinafter provided^ the ^ resident, Vice-President,
Manager or Cashier of the Bank shall execuie the transfer of the share
so sold to tiA |Mirchaser : and such transfer being duly accepted, shall
be, to all inteii;- and purposes, as valid and eilectual in law as if it had
beeu executeil by ;!ie holder or holders of the said share — any law or
usage to the contrary notwithstanding. 42 V^, c. 45, s. 1. {Suhtstituted
for 34 v., c. 5, s. lU.)

20. A list of all transfers of shares registered each day in the
books of the I'ank, showing the parties to such transfers and the num-
ber of shares transferred in each case, shall be made up at the end of
each day jnid kept at the chief office of tlio bank for the inspection of
its shareholdei-s. 34 V., e. 5, s. 20.

21. If the interest in any share or shares in the capital stock be-

Hanks and Banking.

375

of
of

comes tmn«inittod in con8e<|neiiceof tli«><]cat1i or hanki-nptoy or iiiftolv-
cijcy of any »harc'liol(lor, or in con8e«|Uencu of the marriage of a feinalo
sharoholdur, or by any other lawful means than l>y a transfer according
to the proviHions of tliis Act, sjich tran^niission whall l»e autlieiiticatea
by a declaration in writing, as hereinafter mentioned, or in such other
manner as the Directors of the Hank »ihall re<inire, and every such dec-
laration shall distinctly state the manner in which and the party to whom
such shares shall have been transmitted, and shall he by sucli party
made and signed ; and every such * declaration shall be by the party
making and signing the same acknowledge<l iKjfore a .ludge of a Court
of Record, or before the Mayor, Provost or Chief Magistnitc of a city,
town, borough, or other place, or befoi-e a Public Notary, where the
same shall be made and signe<l ; and every declaration so signed and
acknowledged shall Imj left with the Cashier, Manager or other officer
or agent of the l>ank, who shall thereui>on enter the name of the party
entitled under such transmission in the liegistry of shareholders ; and
until such transmission shall have l)een so authenticated no i)arty or
person claiming by virtue of any such transmission shall be entitled to
receive any share of the profits of the Bank, or to vote in respect of any
such share or shares: Provided alwavs, that every such declaration and
instrument as by this and the following section of this Act is required
to perfect the transmission of a share or shares in the IJank which shall
be made in any other country than Canada, or some other of the liritish
colonies in North America, or in the United Kingdom of (ireat l»ritain
and Ireland, shall be further authenticated by tlie British Consul or
Vicc-Consul, or other the accredited representjitive of the British Gov-
ernment in the country where the declaration shall be made, or
shall be made directly before such British Consul or Vice-Consul or other
accredited representitive : and provided also, that nothing in this Act
contained shall be held to debar the Directors, Cashier or other officer
or agent of the Bank from requiring corroborative evidence of any
fact or facts alleged in any such declaration. 34 V., c. 5, s. 21.

23« If the transmission of any share of the capital stock be by
virtue of the marriage of a female shareholder, the declaration shall 1x3
accompanied by a copy of the register of such marriage, or other par-
ticulars of the celebration thereof, and shall declare the identity of the
wife with the holder of such share, and shall be made and signed by
such female shareholder and her husband : and it shall be competent to
them to include therein a declaration to the effect that the share trans-
mitted is the sole proj)erty, and under the sole control of the wife, that
she may receive and grant receipts for the dividends and profits accru-
ing in respect thereof, and dispose of and transfer the share itself,
without re<|uiriiig the consent or authority of her husband ; and such
declaration shall be binding upon the Banlc and the parties making the
same, until the stiid parties shall see fit to revoke it by a written notice
to that effect to the Bank ; iuid further, the omission of a statement in
any such declaration, that the wife making the same is duly authorized
by her husband to make the same, shall not cause the declaration to be
deemed either illegal or informal ; any law or usage to the contrary
notwithstanding. 34 V., c. 5, s. 22.

876

Banks and Banking.

38. If the triinsiiiibtiion have taken plucc by virtue of any tu8t-
arnentary iiiHtnuneiit, or hy iiite8tacy, tlie prulxate uf the will, ur any
letters uf aihniniBtratiun, ur act uf euraturBhip, or an utticial extract
therufruni, shall, together with sucli ileclaration, be pruduced and loft
witli the Cauhier, or other officer ur agent uf the l>ank, who shall,
thereupon, enter the name of the |>artv entitled under snch tninHniiH-
sion, in the register of Hhareliolders. 34 V., c 5, s. 23.

24. If the transnii^hiun of any ttharc (»r shares of the uipital stock
of the Hank be by the decease of any shareholder, the production to the
Directors and the deposit with them of any authenticated coi>y of the
probate of the will of the dece;isc<l shareholder, or of letters or adminis-
tration of his estate granted by any Court in the Dominion having
l>ower to grant such probate or letters of administration, or by any prcro-

fative, diocesan or peculiar Court or authority England, AVales,

reland, or any British Colony, or of any testam. : tcstamen^^ary or
testament dative, expede in Scotland, or, if the dece!i«ed shareholder
shall have died out of Ilor Majesty's (iominiuns, the production to and
dejwsit with the Directors of any authenticated copy of the probate of
his or her will or letters of administritiuu of his or her property, or
other documents of like import granted by any Court or authority
having the requisite ])owerin such matters, shall l>e sufficient justification
and authority to the Directors for ])aying any dividend, or transferring,
or authorising the transfer of any share or shares, in pui'suance of and
in conformity to such probate, letters of administration, or other such
document as aforesaid. 34 V.,c. 5, s. 24.

*2Si. Whenever the interest in any share or shares of the ca]>ital
stock of the l>ank shall be transmitted by the death of any shareholder
or otherwise, or whenever the ownership of or lejj^l right uf possessi(tn
in any such share ur shares shall change by any lawful means other than
by transfer, according to the provisions of this Act, and the Directors
of the l>ank shall entertain reasonable doubts as to the legality of any
claim to and up<jn such share or shares of stock, thon, and in such case,
it shall be lawful for the Bank to make and tile in one of the Superior
Courts of Law or Ecpiity in the Province in wliich the Head (Mice of
the Bank is situated, a declaration and iMJtition in writing, addressed to
the Justices of the Court, setting forth the facts and the numl)cr of
shares previously belonging to the party in whose name such shares
stand in the booKs of the Bank, and praying for an ortler or judgment
adjudicating and awarding the said shares to the party or parties legally
entitled to the same, and by which order or judgment the Bank shall
be guided and held fully harmless and indemniticd and released from all
and every other claim for the said shares or arising therefrom : Provided
always, that notice of such petition shall be given to the party claiming
such share or shares, or to the attorney oi such party duly authorized
for the purpose, who shall, nj)on the filing of such j>etition, establish
his right to the several shares referred to in such {Xitition ; and the
delays to plead and all other proceedings in such cases shall be the same
as those observed in analogous cases before the said SujMjrior Courts :
Provided also, that the costs and expenses of procuring such order and
adjudication sliall be paid by the party or parties to whom the said shares

Jianh and Banking

377

•hall be declare*! lawfully to belong, and such sliariw eliall n()t Ik; trans-
ferrcU until diich e(^>8tH and uxpunscs bu paid, saving tbc recuui>c uf
■uch party against any party cuntusting his riglit. 34 V., c. 5, s. 25.

36. Tlio Bank slmll not bu bonnd to t«eu to the execution of any
trust, whether expre88e<l, implied or constructive, to which any of the
shares of its stock shall Ix) Huoject, and tliu receipt of the party in whose
;ian)e any such share shall stand in the books of the Hank, or, if it
stiuids in the name of more parties than one, the receipt of one of
the parties shall Ix; a KufUcicnt discharge to the Hank lor any dividend
or any other sum of money payable in respect of such share, unless
express notice to the contrary nas l)cen given to the Hank; and the
Bank shall not Ik; bound to sec to the application of the money j)aid
upon such receipt, whether given by one of such parties or all of them.
34 v., c. 5, s. 26.

2. No person Iiolding stock in any Hank iis executor, administra-
tor, guardian or trustee, oi or for any person named in the l)ooks of the
Bank as being so represented by him or her, shall be personally subject
to any liabilities as a stockholder, but the estate and funds in his or her
hands shall l>e liable in like manner and to the same extent as the testa-
tor, mtcstate, ward or person interested in such trust-funds would be,
if living and competent to hold the stock in his or her own name; and
if the trust be for a living j)erson, such person shall also himself or her-
self be liable :is a shareholder ; but if such testator, intestate, ward or
person so represented is not so named in the books of the IJank, the
executor, administrator, guardian, or trustee shall be personally liable
in respect of such stock, as if he or she held it in his or her own name
as owner thereof. 43 V., c. 22, s. 2.

27* Each shareholder in the Bank shall, on all occasions on which
the votes of the shareholders are to be taken, have one vote for each
share held by hi»n for at least thirty days l)ufore the titne of meeting.
Shareholders may vote by proxy, but no person but a shareholder shall
be permitted to vote or act as such proxy ; and no Manager, Cashier,
Bantc Clerk, or other subordinate officer of the J3ank shall vote either
in person or by proxy, or hold a proxy for that pur})o8c. All (pies-
tions proposed for the consideration of the said shareholdei's shall be de-
termined by the majority of their votes ; the (chairman elected to pre-
side at any such meeting of the said shareholdei-s shall vote as a share-
holder only, unless there be a tie, in which case (except as to the elec-
tion of a Director) he shall have a Ciisting vote r and where two or
more persons are joint holders of shares, it shall be lawful that one only
of such joint holders be empowered by letter of attorney from the
other joint holder or holders, or a majority of them, to represent tlie
said shares, and vote accordingly ; and in all cases when tlie votes of
the shareholders are taken the voting shall be by ballot. 34 V., c. 5,
6. 27 ; and sees. ZOa as to payment of calU. *

2. No appointment of a proxy to vote at any meeting of tlie share-
holders of the Bank shall be valia for that purpose, unless made or re-
newed in writing within the three years next preceding the time of
such meeting. 43 Y., c. 22, s. 12.

378

Ba/nka and Banking.

28. The shareholders in the Bank shall have power to rcgnlate
by by-law the following matterK incident to tliu management and ad-
ministration of the affairs of the Bank, viz : the qualification and num-
ber of the directors, which sliall not be less than five nor more than
ten, and the quorum thereof ; the inetliod of tilling up vacancies in
the Board of Directors whenever the same may occur during each year ;
and the time and proceedings for the election of directors, in case of
a failure of any election on the day appointed for it:— the remuner-
ation of the President, Yice-rresident and other directors ; and the
closing of the transfer book during a certain time not exceeding
fifteen days, before the payment of each semi-annual dividend :— Pro-
vided that no director shall hold less than three thousand dollars of
the stock of the Bank, when the paid up Capital thereof is one million
dollars or less, nor less than four thousand dollars of stock when
the paid up Capital thereof is over one million and does not exceed
three millions, nor less than five thousand dollars of stock when the
paid up Capital thereof exceeds thi-ec millions ; the Directors shall be
elected annually by the shareholders and shall be eligible for re-elec-
tion ; Provided that the foregoing provisions, tonching Directors, shall
not apply to a Bank en Gontrnandite, which shall in these matters be
governed by tiie provisions of its Charter. The shareholders (or if the
Bank be en commandite, the princii)al partners), may also regulate by
by-law the amount of discounts or loans which may be made to Direc-
tors (or if the Bank be en commandite to the principal partners), either
jointly or severally, or to any one firm or person, or to any shareholder
or to corporations ; Provided that until it is otherwise ordered by by-
law under this section, the by-laws of the I^ank on any matter which
can be regulated by by-law under this section, shall remain in force,
except Jis to any provision fixing the qualification of Directors at an
amount less than that hereby prescribed ; and no person shall be a di-
rector unlets he possesses the number of shares hereby required or such
greater number as may be required by any by-law in that behalf. 31
v., c. 5, 8. 28.

20. Any numb<?r not less than twenty-five of the shareholders of
the Bank who together may be proprietors of at least one-tenth of the
paid up capital stock of the Bank, by themselves or by their proxies,
or the Directors of the bank, or any four of them, shall have power at
any time to call a special general meeting of the shareholders of the
Bank, to be held at their usual place of meeting upon giving six weeks'
previous pul)lic notice, specifying in such notice the object or objects
of such meeting; and if the object of any such special general meeting
be to consider of the proposed removal of the President, or Vice-
President, or of a Director or Directors of the said Bank for malad-
ministration or other specified and jjpparentlv just cause, then if a
majority of the votes ot the shareholders of such meeting be given for
sucii removal, a Director or Directors to replace him or theni shall be
elected or appointed in the manner provided in the by-laws of the
Bank, or if there be no by-laws providing therefor, then by the share-
holdere at such meetin<j ; and if it be the President or Vice-President
who shall be removed, his oftice shall be filled i.p by the Directors (in

Banks and Ba/nking.

379

the manner provided in case of a vacancy occurring in the office of
President or Vice-President) who shall choose or elect a Director to
serve as such President. 34 V., c. 5, s. 29. AtuI see s. 30a, as to
jyat/mi'nt of calls..

President and Directors.

30. The stock, property, affairs and concerns of the Bank shall
be managed by a Hoard of Directors, the number to be fixed as herein
provided, who shall choose from among themselves a President and
Vice-President ; the Directors shall be natural born or naturalized
subjects of Her Majesty, and shall be elected on such day in each year
as may be or may have been appointed by the charter or by any by-law
of the Bank, and at such time of the day and at such place where the
head office of the TJank is situate, as a majority of Directors for the
time being shall appoint ; and public notice shall be given l^* the
Directors, by publishing the same at least four weeks in a newspaper
of the place where the said head office is situate, previous to the time
of holding such election ; and the election shall be held and made by
such of the shareholders of the Hank as have paid all calls made by tlie
Directors, and as shall attend for the piirpose in tlieir own proper
persons or by proxy, and all elections for Directors shall be by ballot,
and the said proxies shall only be capable of being held and voted upon
by shareholdei-s then present,' and the persons, to the number fixed by
by-law, as hereinbefore provided, who have the greatest number of
votes at any election, shall be Directors ; provided that if \k should
happen at any election that two or more persons have an equal number
of votes, and the election or non-electiou of one or more of such persons
as a Director or Directors depends on such e(piality, then the Direct-
ors who shall have had a greater number, or the majority of them,
shall determine which of the said persons so having an equal number
of votes shall be the Director or Directors, so as to complete the full
number ; and in case of a vacancy occurring in the number of Directors,
such vacancy shall be filled in the manner provided by the by-laws, but
the non-filling of the vacancy shall not vitiate the acts of a quorum of
the remaining Directors ; and if the vacancy so created shall be that of
a President or Vice-President, the Directors, at the first meeting after
completion of their number, shall from among themselves, elect a
President or Vice-President, who shall continue in office for the
remainder of the year. And the said Directors, as soon as may be
after the said election, shall proceed in like manner to elect by
ballot two of their nund)er to be President and Vice-President ; Pro-
vided always, that no person shall be eligible to be or continue a
Director, unless he shall hold, in his name and for his own use, stock
in the said Bank to the amount hereinbefore provided. 34 V., c. 5,
s. 30. And see s. ZOa as to ])ayment of calls.

30«. It is the true intent and meaning of sections twenty-seven,
twenty-nine and thirty of this Act, that no sliareholder in any Bank to
which those sections apply has any riglit to vote, either in person or
by proxy, on any question proposed for the consideration of the share-
holders of such Bank at any meeting of such shareholders, or in any

380

Banks and Banking.

case wlierc tlic votes of tlie shareholders of such Rank arc taken, with-
out having paid all calls made by the Directoi"8 which have then bo-
come due and payable. 40 V., c. 4-4.

31. In case it sliould happen that an election of Directors should
not l)e made on any day when it ought to have been niiide, the Corpora-
tion shall not for that cause be deemed to be dissolved, but it shall be
lawful on siny other day to hold and make an election of Directors in
sueli manner as shall have been provided by the by-laws made by the
shareholders in that beiialf ; and the Directors then in office shall remain
so until a new election shall ]»e iuude. .34- V., c. 5, s. 31.

83, At all meetings of the Directors of the l^ank not less than
three of them shall constitute a l)oard or quorum for the transaction of
business ; and at the said meetings the President, or in his absence,
the Vice-President, or in their absence, one of the Directors present to be
chosen pro tempore, shall preside ; and the President, Vice-President,
or President pro tempore so jireeiding, shall vote as a Director, a7id if
there be an ecjual division on any question, shall have a casting vote.

o4 Y ., C. O, S. Oa.

33. The Directors for the time being, or a majority of them shall
liave power to make such by-laws and regulations (not repugnant to
the provisions of this Act or the laws of the Dominion of Canada) as
to them shall ap])ear needful and pro])er touching the managetnent and
disposition of the stock, property, estate and effects of tlie l)ajdc, and
touching the duties and conduct of the officers, clerks, and servants
employed therein, and all such other matters as appertain to the business
of a J>ank, and shall also have power to appoint as many officers, clerks
and servants for carrying on the said Inisinoss, and with such salaries
and allowances as to them may seem meet ; and they may also appoint
a Director or Directors for any branch of tlie Bank : Provided always,
that before permitting any cashier, officer, clerk or servant of the ]?ank
to enter upon the duties of his office, the Directors shall require him to
give bond or other security to the satisfaction of the Directors, for the
due and faithful ]ierformance of his duties ; Provided also, that all
by-laws of the Bank lawfully made before the passing of this Act, as to
any matter respecting which the Directors can make by-laws under this
section (including any by-laws for establishing a guarantee fund for the
employees of the Bank) shall i-emain in force until they are repealed or
altered by others made under this Act. 34 V. c. 5, s. 33.

34. The Directors shall have power to make such calls of money
from the several shareholdei-s for the time being u])on the shares sub-
scribed for in the Bank by them respectively, as they may find
necessary, and in the corporate name of the Bank to sue for, recover
and get in all siich calls, or to (jause and declare such shares to be
forfeited to the iknk in case of non-payment of any such call ; and an
action may be LiO'aght to recover any money due on any such call, and
it shall not bo necessary to set forth the special matter in the declara-
tion, but it shall be sufficient to allege that the defendant is holder of
one share or more, as the case may be, in the capital stock of the Bank
and is indebted to the Bank for a call or calls upon such share or

Banks and Banking.

381

in
id
■a-
of
ik
or

shares, in the sum to wliicli the call or calls amount, as the case may
be, stating the amount and nimiher of such calls, whereby an action
hath accrued to the Bank to recover the same from such defendant by
virtue of this Act ; and it shall be sufficient to maintain such action,
to prove by any one witness, (a shareholder being competent) that the
defendant, at the time of making any such call, was a shareholder in
the number of shares alleged, and to produce the by-law or resolution
of the Directors making and prescribing sucli call, and to prove notice
tliereof, given in conformity with huch by-law or resolution ; and it
shall not be necessary to ])rove the appointment of the Dii'ectors or any
other matter whatsoever ; provided that such calls shall be made at
intervals of not less than tliirty days, and upon notice to be giv( ii at
least thirty days prior to the day on which such call shall be [layable :
and no such call shall exceed ten per cent, of each shaic subscril)ed.
3i v., c. 5, s. 3i.

35. Provided also, that if any shareholder or shareholdei"S refuse
or neglect to pay any or either of ,the instalments upon his, her, or
their shares of the said cajiital stock at the time or times appointed by
such call, as afores;iid, such shareholder or shareholders shall incur a
forfeiture to the use of the Bank of a simi of money efpial to ten per
centum on the amount of such shares ; and, moreover, it shall be lawful
for the Directors of the Bank (without any previous formality other
than thirty days' public notice of their intention), to sell at public
auction the saiu shares, or so many of the said shares as shall, after
deducting +' reasonable expenses of the sale, yield a sum of money
sufficient to | ^ the unpaid instalments due on the remainder of the
said shares and the amount of forfeitm-es incurred upon the whole ; and
the President, or Vice-President, manager or cashier, of the Bank shall
execute the transfer to the purchaser of the shares of stock so sold ;
and such transfer being accepted, shall be as valid and effectual in law
as if the same had been executed by the original holder or holders of
the shares of stock thereby transferred ; Provided always, that nothing
in this section contained shall 1)e held to debar the Directors, or the
shareholders at a general meeting, from remitting either in whole or in
part, and conditionally or unconditionally, any forfeiture incurred by
the non-payment of instalments as aforesaid, or to prevent the Banlc
from enforcing the payment of any call or calls by suit in lieu of
declaring the same forfeited. 3-A V., c. 5, e. 35.

30. At every annual meeting of the shareholders for the election
of Directors, the out-going Directors shall submit a clear and full state-
ment of the affairs of the Bank, containing on the one part the amount
of the capital stock paid in, the amount of notes of the Bank in pircu-
lation and not profits made, the balances due to other Banks and insti-
tutions, and the cash deposited in the Bank, distinguishing deposits
bearing interest from those not bearing interest — and on the other part,
the amount of the current coin, ^he gold and silver bullion, and the
amount of Dominion Notes in the vaults of the Bank, the balances due
to the Bank from other Banks and institutions, the value of the real
and other property of the Bank, and the amount of debts owing to the
Bank, including and particularizing the amounts so owing upon bills of

882

Banks and Banking

exchange,' discounted notes, mortgages, and other securities, — thus
exhibiting on the one luind tlio liabilities of, or the debts due by the
Bank, and on the other hand the assets and resources thereof ; and the
said statement shall also exhibit the rate and amount of the last divi-
dend declared by the Directors, the amount of reserved profits at the
time of declaring the said dividend, and the amount of debts due to
the Bank, overdue and not paid, with an estimate of the loss wliich
will proljably accrue thereon. 34: V., c. 5, s. 36. *

V7» The books, correspondence and funds of the Bank shall at
all times be subject to the inspecttion of the Directors ; but no share-
holder not being a Director shall be allowed to inspect the accounts of
an}' person dealing with the Bank. 34 V., c. 5, s. 37.

38. It shall be tlie duty of the Directors of the Bank to make
half-yearly dividends of so much of tlie profits of the Bank aa to the
majority of them may seem advisable, and not inconsistent with the
provisions of sections ten and eleven of this Act ; and to give public
notice of the payment of such dividends at least thirty days previously.

34 v., c.

O, 6.

38.

POWERS AND OBT-IOATION8 OF THE BANK.

Loans, Intero^t, Advances on Warehouse lieceipts, i&c.

39. The Bank shall have the power to acquire and hold real and
immovable estate for its actual use and occupation, and the manage-
ment of its business, and to sell or dispose of the same, and other
property to acquire in its stead, for the same purposes. 34 Y., c. 6, s. 39.

40. The bank shall not, either directly or indirectly, lend money
or make advances upon the security, mortgage or hypothecation of any
lands or tenements, or of any ships or other vessels, nor upon the se-
curity or pledge of any share or shares of the capital stock of the Bank,
or of any goods, wares or merchandise, except as authorized in this
Act ; nor shall the Bank, either directly or indirectly, deal in the buy
ing and selling or bartering of goods, wares or merchandise, or engage
or be engaged in any trade whatever, except aa a dealer in gold and
silver bullion, bills of exchange, discounting of promissory notes and
negotiable securities, and in such trade generally as appertains to the
business of Banking ; nor shall the bank, either directly or indirectly
purchase or deal in any share or shares of the capital stock of the Bank,
except where it is necessary to realize upon any such share or shares
held by the Bank as security for any pre-existing and matured debt. 34
v., c. 5, s, 40, as amended by 38 K., c. 17, s. 1.

41. The Bank may take, hold and dispose of mortgages and hypo-
theqixes upon personal as well as real property, by way of additional
security for debts contracted to the Bank in the course of its business ;
and the rights, powers and privileges wliich the Bank is hereby declared
to have or to have had in respect of real estate mortgaged to it, shall
be held and possessed by it, in respect of any personal estate which
may be mortgaged or hypothecated to it. 34 v ., c. 5, s. 41.

42. The Bank may purchase any lands or real estate offered for
eale under execution or in insolvency or under the order or decree of a

Banks and Banking.

388

&S8;
red
lair
ich

Court of Emiity as l)el^)nging to any debtor of tlie I'aiik, or exposed to
sale by the Bank under a power of sale given to it for that purpose, in
cases where, under similar circninstances, an individual could so purchase,
without any restriction as to the value of the lands which it mav so pur-
chase, and may acquire a title thereto as any individual purchjising at
shorfiTs sale or under a power of sale, in like circumstances, could do,
and may take, have, hold and dispose of the same at pleasure. 34 V.,
c. 5, 8. 42, as amended hy 43 F., c. 22, s. 5.

43* The Bank m.iy acquire and hold an absolute title in or to land
mortgaged to it sia security for a debt due or owing to it, either by
obtaining a release of the ecpiity of redemption in the mortgaged prop-
erty, or by procuring a foreclosure in any Court of Chancery or of
E([uity, or by other means whereby, as between individuals, an equity
of redenq)tion can by law be Ijarred, and may purchase and ac<|uire any
prior mortgage or charge on such land : Provided always, that no I'ank
siiall hold any real or immovable property howsoever acciuired, fxcept
such as shall be recjnired for its own use, for any period exceeding
seven years from the date (»f the acquisition thereof. 34 V., c. 5, s. 43,
a« amended hy 43 1'., <: 22, .v. T). '

44. Nothing in any Charter, Act or law shall be construed iis ever
having prevented or as preventing the Bank from acquiring and hold-
ing an absolute title to and in any such mortgaged lands, whatever the
value thereof may be, or from exercising or acting upon any power of
sale contained in any mortgage given to it or held by it, authorizing or

34 V

enabling it to sell or convey away any lands so mortgaged.
5, s. 44.

*44a. Any Bank advancing money in aid of the building of any
ship or vessel, shall have the eanie right of acquiring and holding
security upon siich ship or vessel while building and when completed,
either by way of mortgage, hypothec, hypothecation, privilege or lien
thereon, or purchase , or transfer thereof, as individuals have in the pro-
vince wherein such ship or vessel is being built, and for that pur])ose
shall be authoriKcd to avail itself of all such rights and means of
obtaining and enforcing such security, atid shall l>e subject to all such
obligations, limitations and conditions, as are by the law of such pro-
vince conferred or imposed upon individuals making such advances.
35 v., c. 8, s. 7.

45. For the puqiose of this Act, the words "goods, waros and
merchandise," when used herein, shall bo held to comprise, in addition
to the things usually understood thereby, timber, deals, boards, staves,
saw-logs, and other lumber, petroleum, crude oil, and all agricultural
produce and other articles of commerce ; and the words " warehouse
receipt " when iised herein shall be held to mean any receipt given by
any person, firm or company for any goods, wares or merchandize in
his or their actual, visible and continued possession, as bailee or bailees,
in good faith, and not as of his or their own property, and shall com-
prise receipts from any person who is the keeper of any harbour, cove,

• Thi8 section applisB only to the Provinces of Ontario, Quebec, Nova Scotia
and New BruuBwick.

884

Ba^iJcs and Banking.

pond, wharf, yard, warehouse, shed, storehouse, tannery, mill or other
place in Canada, for goods, wares or merchandise being in the ])Iiice or
m one or more of the places so kept by him, whether such person is
engaged in other business or not, and shiill also coinprisn spccifiwitions
of timber. The words " bill of lading," when used herein, shall com-
prise all receipts for goods, wares or merchandize, accompanied by an
obligation to transport the same from the place where they were
received to some other place, whether by land or water, or partly by
land and p*artly by water, and by any mode of carriage whatever ; and
the words "ship or "shipment '■ shall be held to mean the delivery
of any article for transport as aforesaid. 43 V., c. 22, s. 7. {Substituted
for 34 v., c. 5, s. 45.) But see s. 47 as to cane where the owner is
hiviself a warehouseman, dtc.

4tt. The Bank may acquire and hold any warehouse receipt or
bill of lading as collateral security for the payment of any debt incurred
in its favor in the course of its banking Inisiness ; and the warehouse
receipt or bill of lading so ac(piired slmll vest in the Bank, from the
date of the accpiisition thereof, all the right and title of the previous
holder or owner thereof, or of the i)erson from whom such goods, wares
and merchandize were received or acquired by the Hank if the ware-
house receipt or bill of lading is made directly in favor of the Bank
instead of to the previous holder or owner of such goods, wares and
merchandize. And if the previous holder of such warehouse receipt
or bill of lading be the agent of the owner of the goods, wares and
merchandize mentioned therein, within the ineanmg of the fifty-ninth
chapter of the Consolidated Statutes of the late I^rovince of Canada
(which is contained in Schedule "A" a])pended to this Act, and wiiich,
as respects such meaning shall apply to all the Pi-ovinces of Canadii),
then tlie Bank shall be vested with all the nght and title of the owner
thereof, subject to his right to huve the same re-transferred to him, if
the debt as securitv for which they are held bv the Bank, be paid :
Provided always, tfiat the Bank shall not aetiuire or hold any warehouse
receipt or bill of lading to secure the payment of any bill, note or debt,
unless such bill, note or debt be negotiated or contracted at the time of
the acquisition thereof by the Bank, or upon the understanding that
such warehouse receipt or bill of lading would be transferred to the
Bank, but such bill, note or debt may be renewed or tl rime for the
payment thereof extended without affecting such security. And on
shipment of any goods, wares and merchandize for which a Bank holds
a warehouse receipt, it may surrender such receipt and receive a bill of
lading in exchange therefor ; or on the reception of any goods, wares
and merchandize for which it holds a bill oi lading, it may surrenier
such bill of lading, store such goods, wares and merchandize, and <ake
a warehouse receipt therefor ; or ship them or part of them, and take
another bill of lading therefor. 43 v., c. 22, s. 7. {Substituted for
34 v., c. 5, 8. 46.)

47« If any person granting a warehouse receipt or bill of lading
is engaged in the calling, as his ostensible business, of keeper of a yard,
cove, wharf or harbour, or of warehouseman, miller, saw-miller, malt-
ster, manufacturer of timber, wharfinger, master of a vessel, or other

Banl'M and Banking.

885

carrier by land or by water, or by both, curer or packer of meat, tanner,
dealer in wool, or purchaser of agricultural produce, and is at the same
time tlie owner of the goods, wares and merchandize mentioned in sncli
warehouse receint or bill of lading, any such warehouse receipt or bill
of ladin'j, and tne right and title of the IJank thereto and to the goods,
wares and merchandize mentioned therein, shall be as valid and effectual
as if such owner, and the person making such warehouse receipt, or
bill of lading, were different persons.

2. In the event of the non-payment at maturity of any debt secur-
ed by a warehouse receipt or bill of lading, the Bank may sell the
goods, wares and merchandize mentioned therein, or so much thereof
as will sutKce to pay such debt with interest and costs retunving the
overplus, if any, to the j)erson from whom such warehouse receipt or
bill of lading, or the goods, wares and merchandize mentioned therein,
as the case may be. wei-e ac((uircd ; l)ut such power of sale shall be sub-
ject to tlie provisions hereinafter uuKle. 43 V.. c. 22, s. 7. {Sxihstihi-
tedfor 34 V., c. 5, s. 47.^

48. If any miller, maltster, or packer or curer of poi-k grants a
warehouse receipt for any cereal grains or hogs which may be manufac-
tured into Hour or malt, pork, bacon or hams, respectively, while lield
thereunder, such warehouse receipt shall vest in anv Bank wliich shall
be or become the lawful holder thereof, all the right and title to such
manufactured article, wliich such Bank acquired under such \varehouse
receipt to the article so manufactured and described in such wai'chouse
receipt, and the Bank shall continue to hold the sjime and all such right
and title, for the samc^ i)urpo8e.s and upon the same conditions as those
upon which it previoii>lv hold such material. 43 V., c. 22, s. 7. {S\ib-
stiiutedfor 34 V., c. 5, s. 48. )

4©« All advances made on the security of any bill of lading or
warehouse receipt, shall give and be held to give to the Bank making
such advances a daim for the repayment of sucii advances on the goods,
wares or merchandize therein mentioned, or into which they have been
converted, prior to and by preference over the claim of any unpaid ven-
dor, any law, usage or custom to the contrarv notwithstanding. 43 V.,
c. 22, s. 7. {Substituted j^ or 34 V., c. 5, s. 49.)

fSO. No sale without the consent in writing of the owner, of an}'
timber, boards, deals, staves, saw-logs or other lumber, shall be made
under tliis Act until, nor unless, notice of the time and place of fcuch
sale shall liave been gi^'en by a registered letter, mailed in the ])ost
office to the last known address of the pledger thereof, at least thirty
days prior to the sale thereof ; and no goods, wares or merchandize,
otiier than timber, boards, deals, staves, saw-logs or other lumber, shall
be sold by the Bank under this Act without tne consent of the owner,
until, or unless, notice of the time and place of sale has been given by
a registered letter, mailed in the post ofnce to the last known address of
the pledger thereof, at least ten days prior to the sale thereof ; and
every sucli sale of any article mentioned in this section, without the
consent of the owner, shall be made by public auction after a notice
thereof by advertisement, stating the time and place thereof, in at least two

886

Banks and Banhing.

newspapers published in or nearest to the phicc wliere the sjile is to be
made ; and if such sale be in tlie Province of Quebec, tlien at hiiist one
of such newspapers sliall bo a newspaper pub'islied in tlie Kn<i;lish laii-
guau;e, and one other such newspap m- shall be a newspaper published
m the French language. 43 V., c. 22, s. 7. {Substituted foi' 34 V.,
c. 5, B. 60.)

51. The Bank shall not make loans or grant discounts on the secu-
rity of its own stock, but shall have a privi eged lien for any debt or
liability for any debt to the Hank, on the sharos and unpaid dividends
of tlie debtor or party so liable, and may decline to allow any transfer
of the shares of such debtor or party until such del)t is paid, and if such
debt is not paid when due the I^ank may sell such shares, after notice
has been given to the holder thereof, of the intention of the liauk to
sell the same, by mailing such notice in the post office to the last known
address of such liolder, at least thirty days prior to such sale ; and upon
sucli sale being made, the President, N'ice-i^resident, Manager or Cash-
ier shall execute a transfer of such shai-es to the purchaser thereof in
the usual transfer book of the l)ank, which transfer shall vest in such
purchaser all the rights in or to such shares which were j)ossesscd by
the holder thereof, with the same obligation of warranty on his part as
if he were the vendor thereof , but without any warranty from the J>ank
or by the officer of the Bank executing sucli transfer ;

And nothing in tills Act contained shall prevent the Bank from
acquiring and holding as collateral security for any advance by or debt
to the Bank, or for any credit or liability incurred by the Bank to or on
behalf of any person (and either at the time of such advance by, or the
contracting of such debt to the Bank, or the opening of such credit, or
the incurring of such liability, by the J^)ank), Dominion, Provincial,
British, or Foreign public securities, or the stock, bonds, or debentures
of Municipal or other Corporations except Banks ; and such stock,
bonds, debentures, or securities, may in case oi default to pay the debt
for securing which they were so ac(piire<l and held, be dealt with, sold
and conveyed, in like manner and subject to the same restrictions as are
herein provided in respect of stock of the Bank on which it has acquir-
ed a lien under this Act ; this provision may, however, be departed
from or varied by any agreement between the Bank and the owner of
such stock, bonds, debentures or seeunties, made at the time at which
such debt was iiicurred, or if the time of payment of such debt has
been extended, then by an agreement made at the time of such exten-
sion. 43 v., c. 22, 8. 8. {Substituted/or 34 V., c. 5, s. 51.)

52. The Bank shall not be liable to incur any penalty or forfeiture
for usury : and may stipulate for, take, reserve or exact any rate of in-
terest or discount not exceeding seven per centum per annum, and
may receive and take in advance any such rate, but no higher rate of
interest shall be recoverable Iw the Bank ; any rate of interest what-
ever may be allowed by the Bank ujion money deposited with it. 34
v., c. 5, 8. 52.

on.

wick.

Banh< and Banling.

887

*2. A-iul wlitTCiw in somo of the Provincofi of (Janad.i, laws may
]»o in force ini))()sinij; )>i>naltics on parties other than lianks, for taking,
or fitijmhitjng, or payin;^ more ihan a eortain rate of interest, and doubts
may arise as to the eifect of hucIi laws in certain cases, as to parties
other than the I5ank, to neijotiable securities discounted, or otherwise
ac(|uired and held by any Bank, -therefore it is declared and enacted
that no promissory note, bill of exchanj^c, or other negotiable security,
discounted by, or endorsed or otherwise assigned to any Bank to which
this section applies, shall be held to be void, usurious, or tainted by
usury, as regards such Bank or any maker, drawer, acceptor, indorser,
or indorsee thereof, or other party thereto, or bona fide holder thereof,
nor sliall any party thereto be subject to any penalty or forfeiture, by
reason of any rate of interest taken, 8tii)ulated ui- received by such Bank,
on or with respect to such promissorv note, bill of exchange, or other
negotiable security, or paid or alloweJ by any party thereto to another
in compensation lor, or in consideration of the rate of interest taken or
to be taken thereon by such Hank, — but no party thereto, other than
the Bank, shall be entitled to recover or liable to pay more than the
lawful rate of interest in the Province where the suit is brought, nor
shall the Bank be entitled to recover a higher rate than seven per cent,
peramnim ; and no innocent holder of or party to any promissory note,
bill of exchange, or other negotiable security, sliall in any case be depriv-
ed of any remedy against any party thereto, or liable to any penalty or
forfeiture, by a reason of any usury or offence against the laws of any
such Province res])ecting interest, committed in respect of such note,
bill or negotiable security, without the complicity or consent of such in-
nocent holder or party. 35 V., c. 8, s. 2.

5{J. The Bank may, in discounting at Jiny of its places of business,
branches, agencies or offices of discount and deposit, any note, bill, or
other negotiable security or paper payable at any other of its own places
or seats of business, branches, agencies or offices of discount and deposit
in Canada, receive or retain in addition to the discount, any amount
not exceeding the following rates per centum, according to the time it
has to run, on the amount of such note, bill or other negotiable secur-
ity or paper, to defray the expenses attending the collection thereof ;
that is to say : under thirty days, one-eighth of one per cent. — ^irty
days or over, but under sixty days, one-fourth of one per cent. — sixty
days and over, but under ninety days, three eightlis of one per cent. —
ninety days and over one-half of one per cent. 34 V., c. 5, s. 53.

54. The Bank may, in discounting any note, bill •"'• other negoti-
able security or paper, honafide payal)le at any place in 'v^anada differ-
ent from that at which it is disccjunted and other than one of its own
places or seats of business, branches, agencies or offices of discount and
depo>iit in Canada, receive and retain in addition to the discount there-
on, a sum not exceeding one-half of one per centum on the amount
thereof, to defray tlie expenses of agency and charges in collecting the
same. 34 Y., c. 5, s. 54.

wick.

This applies only to the Provinces of Ontario, Quebec, Nova Scotia and New BruRS-

388

Banks and Banking.

*54a. It shall be la\»'ful for aiiv liank to which tliis Act applies,
(including the Hank of British Nortli America, and I^ Rin«pie du
Penple) to receive deposits from any person or persons whomsoever,
whatever be his, her, or their age, status or condition in life, and whe-
ther such person or persons be (j[ualified by law to enter into ordinary
contracts or not ; and from time to time to repay any or all of the prin-
cipal thereof, and to pay the whole or any part of tlie interest thereon,
to such person or persons res|H;ctively, without the authority, aid, assisi
ance, or intervention of any person or pei-sons. official or officials, being
required, imless before sucli repayment the money so deposited in ana
repaid by the Bank, be lawfully claimed as the property of some other
farty, in which case it may be paid tt)thc depositor with the consent of
the claimant, or to the claimant with tlu; consent of the depositor, any
law, usage, or custom to tiie contrary notwithstanding : — Provided al-
ways, that if the person making any deposit, as aforegiiid, could not,
under the law of the Province where the deposit is made. dcix)sit and
withdraw money in and from a Hank without this section, then and in
that case the total amount of deposits to be received from such person
on deposit shall not at any time exceed the sum of live hundred dollars;

2. Xo such Bank shall be bound to see to the execution of any
trust whether expressed, implied, or constructive, to which any deposit
made under the authority of this section maybe subject ; and, except
only in the ciise of lawful claim by some other party Wforc repayment,
the receipt of the person in whose nann,' any such deposit stands, or, if
it stand in the name of two persons tlie receipt of one, and if in
the names of more than two pei-sons, the receip*^ of a majority of sucli
persons, shall be a sufficient discharge to all concerned for the payment
of any money payable in respect of such dej)0sit, notwithstanding any
trust to which such deposit may then be subject, and whether or not the
Bank sought to be charged with such trust (and with whom the deposit
mey have been made), had notice thereof ; and no such Bank shall be
bound to see to the application of the money paid upon such receipt,
any law or usage to the contrary notwitlistanding. 35 V., c. 8, ss,
3 and 4.

546. In all mattere relating to bills of exchange and promissory
notes, the following and no other shall be observed as legal holidays,
or non-jnridical days, that is to say : —

1. In ilie Pro\'ince8 of Ontai-io. New Brunswick and Nova Scotia. —

Sundays.

New leafs Day.

Good Friday.

Christmas Day.

The birthday (or the day fixed by Proclamation for the celebration
of the birthday) of the reigning Sovereign.

t The first day of July, Dominion day, and if that day m a Simday,
then the second day of July, under the Siime name.

* This section applies only to the provinces of Ontario, Quebec. Nova Scotia and
New Brunswick.

t Dominion Day is a non-juridical day throughout the Dominion, under 42 V., c. 47.

ret

Banks and Banking.

380

Any (lav nnpointcd In- Proclamation for a public holiday or for a gene-
ral fii«t, or a geiiei-al thanks^ivinj^ throughout the Dominion ; and the day
next following New Year's Day and Chrihtmafl Day, when these days
respectively fall on Sunday.

And in the Province of Quelnic the same days shall be observed as

legal holidays, with the addition of, —

The Epiphany.

The Annunciation.

The Abcension.

Corpus Chrinti.

St. Peter and St. Paul's Dav,

All Saints' Day

Conception Day.

2. And in any one of the said Provinces of the Dominion any day
appointed by i)roolamation of the Lieutenaint-Cxovernor of such Province
for a public holiday or for a fast or thanksgiving within the same.

3. And with regard to bills of exchange and promissory notes,\vhen-
ever the last day of grace falls on a legal holiday or non-juridical day in
the Province where aiiy such bill or note ispayal)le, then the day next
following not being a legal holiday or non-juridical day in such province
shall be the last day of grace as to such bill or note. 35 V., c. 8 s. 8,
and 42 V., c. 47.

Bank Aotex, Bonds, dbc.

55. The bonds, obligations and bills obligatory or of credit of
the Bank under its corporate seal and signed by the President or Vice-
President and countereigned by a Cashier or Assistant Cashier, which
shall be made payable to any jwjrson (»r persons, shall be assignable by
endoreement thereon ; and bills or ijotes <>f the Bank signed by the
President, Vice-President, Cashier or other officer appointed by the
Directors of the Bank to sign the same, promising the payment of
money to any person or jxjrsons, his, her or their order, or to the bearer,
though not under the cor|>orate seal of the Bank, shall be binding and
obligatory on it in like manner and with the li. force and effect as
they would be upon any private person, if issued by him in his private
or natural capacity, and snail be assignable in like manner as if they
were so issued by a private person in his natural capacity ; Provided
always, that nothing in this Act shall be held to debar the Directors of
the Hank from authorizing or deputing from time to time any Cashier,
Assistant-Cashier or officer of the I>ank, or any Director other than the
President or Vice-President, or any Cashier, Manager or Local Director
of any branch or office of discount and deposit of the I'ank, to sign
the bills of the Hank intended for general circulation, and payable to
order or to l)earer on demand. 34 V., c. 5, s. 55.

• 50. All Bank notes and Bills of the IJank whereon the name or
names of any person or persons entrusted or authorized to sign such
notes or bills on behalf of the Bank, shall or may become impressed by
machinery provided for that purpose by or with the authority of the
Bank, shall be and shall be taken to be good and valid to all intents

800

Banl'H and Banking.

and piiriM»HCH, lut if such notes suul Mils had hivn siiltM-rilHid in \\w. prn-

iH!r lianu\vritin<; of tlie |K>i"8un or [HjrwMii* eiitruste<l or autliorixi'd l»y tlu;
tank t«) Higii tlu* saiiu' rcsixH'tivi'ly, and shall Ih> and I>c dcrnu'd and
tikun to he Hank note8 and MIIh within the niciinin^ of all Iuwh and
RUitutes whatever, andHhai! and may he detiorilieil an Itank hilln or notes
in idl indictments and civil or criminal i)rm-<tilin«rs wluitsoever, any law,
etiitute or nwijije to the e()ntniry notwithstanding. ^4 V., c. 5, s. 5(>.

Aful see «ub-«cction 2 of'sectit/n S as to preferential pay matt of
notes of the Jiank in case of insolvency

INSOLVENrY.

Sit* Any suspension hy the Hank of jKiynicnt of any of its liahilitics
as they jiccrue, in specie or Dominion notes, ihall, if it continues for
ninety days, constitute the Bank insolvent and o|)er!it4J a forfeiture of
its Charter,so far iis regards the issue or re-issucof notesand other Iknking
oixinitions ; and tlie Charter shall remain in force oidy for the purpose
of enal)lin^ the Directors or the assi«;ncc or assignees, or other legal
authority (if any he appointed ir such manner as may by law he pro-
vided) to make the calls luentioncJ in the next following section of
this Act and to wind up its Imsiness : And any such assignee or assig-
nees or other legal authority shall, for sucli purposes, have Jill the
j)owers of the Dircctoi-s. 34 V., c. 5, s. 57.

♦'5^i. In the event of the projierty and assets of the Bank becDm-
ing insuttlcient to pay its debts and liabilities, the shareholders of the
I'ank shall be liable for the deficiency so far ji* that each shareholder
shall be so liable to an amount (over and above any amount not paid
up on their respective shares) equal to the amount of their shares
respectively ; and if any suspension of pa^'ment in full m specie or
Dominion notes, of all or any of the notes or other liabilities of the
IJank shall continue for six months, the Directors may and shall make
calls on such shareholders, to the amount the\ may deem necessary to
pay all the debts and liabilities of the Bank, without waiting for the
collection of any debts due to it or the sale of any of its jvssets or pro-
perty ; such calls shall be made at intervals of thirty days and upon
notice to be given thirty days at least prior to the day on which such
call shall be payable ; and any such tall shall not exceed twenty per
cent, on each share, and payment thereof may be enforced in like
manner a ^ for calls on unpaid stock, and the first of such calls shall
be made wiuii'i ten days after the expiration of the said six months ;
and any failure o.i the part of any sharelioldcr liable to such call to pay the
same when due, shall operate a forfeiture by such shareholder of all
claim in or to any part of the assets of the Bank, such call arid
any further call thereafter being nevertheless i-ecoverable from him as
if no such forfeiture had been incurred : Provided always, that noth-
ing in this section contained shall lie construed to alter or diminish the
additional liabilities of the Directors hereinliefcre mentioned and de-
clared : Provided also, that if the Bank be en comviundite and the
princii)al partneis arc personally liable, then, in case of any such sus-
pension, such liability shall at once accrue and may be enforced against
such principal partners, without wjiiting for any sale or discussion of

lianl'n atu/ /iankhuj.

301

tl"« |>ro|H.'rty i>r a»»«eta of tlic; I'anr, or otliur ju'oliininary procccdin^d
M-liHh;vc>r, and the provi8ion ruHptictiti^ calls rtbull not upply to Miieli
Bank. 34 V., c. 5, s. 58.

Ii9. PenwiiiH, who having Iteun HlianOioIdurs in the i>ank, linvo
only tmn«fcriv<l their HharcH or any of them to otheiii or rcj;i«teiXMl the
tr.in»fer there<if within one month hefore the eonuneneenieiit of the
BUHpunHJon of payment l>y the ISuiil:, shall he liahle to ealU on 8neh
shares nmler the next preceding bectittii, as if they had not transferred
them, Having their i-ceonrse auainst tlutsc to wlu»m they were transferred ;
and any ju^ij^nee or other oiiieer or i)ei"8on appointed to wind up the
affairs of the Hank, in t e of its insolvency, shall have the jH)wers of
the Directors with respect to such calls: I'rovided that if the I'ank
be en comniatuiitt', tlie liahility of the principal |)artner8 and «>f the
commawfitaireft shall continue for such time after tlu'ir ceasing? to l»e
such ai« may l>e provided in the Charter of the Ijank, a. ' the fore;^wng
provisions witli rvsjiect to the transfer of shares or culls shall n«>t H))ply
to such Bank. 34 V., c. 5, s. 59.

•

OFFENCES AND PBNALTIES.

GO. If any Cashier, Assistant Cashier, Manajjjer, Clerk or servant
of tlie Uank, secretes, emhezzles or ahsconds with any hond, ohiipation,
hill ohlij^atory or of credit, or other hill or note, c»r any security for
nionoy, or any money or effects entrusted to him as such Cashier, As-
sistant Cashier, Manajjcr, Clerk or Servant, whether the same helonj,'
to the said I'ank or l>elon<j; to any jiei-son or pei-sons, IxkIv or hodies
jxilitic or eor[H)rate, or institution or institutions, and ])e IikI^mI with
the said Bank, the said Cashier, Assistant Hnshier, Manajxer, Clerk or
Servant, so offendinij and heing thereof convicted in yiue form of law,
shall Ik; decme<l j^uilty of felony, and shall ho punished by imjirist)!!
nient at hanl labour in the i)enitentiary for any term not Itss than
two years, or \ty imprisonment in any j^aol or place of confine-
ment for any ternt Iusb than two years, in the discretion of the Court.
34 v., c- 5, 8. 60.

Ol. If an}' President, Vice-Presiddnt, Director, Principal Partner
en commandite Manajjcr, Cashier or other officer of the Hank wilfully
gives or concurs in giving any creditor of the Bank any fraudulent,
nndue or unfair preference over other creditors, by giving
security to such creditor or by cluinging the nature of his claim or
otherwise howsoever, he shall be guilty of mie' Mieanor, and shall fur-
ther be responsible for all damages sustained y any party by such
preference. 34 V., c. 5, s. 61.

62. The making of any wilfully false or deceptive statement in
any account, statement, return, report or other document respecting
the affaii^ of the Bank, shall, unless it amounts to a higher offence, be
a misdemeanor, and any and every President, Vice-President, Director,
Principal Partner t'n coinmamiitc, Auditor, Manager, Cashier, or other
officer of the Bank preparing, signing, approving or concurring in such
statement, return, report or dctcument, or using the same with intent
to deceive or mislead any party, shall be held to have wilfully made

!,!

392

BanT(^ and Banking.

eucli false statement, and sliall further be responsible for all damages
sustained by sueli paj'ty in consequence thereof. 34: V., c. 5, s. 62.

03. Any Director refusing, to make or enforce, or to concur in
making or enforcino: any call under the fifty-eighth section of this Act,
shall be deemed guilty of a misdemeanor and shall be personally respon-
sible for any damages sufiFered by su(!h default. 34 V ., c. 5, s. 63.

64. If any miller, warehouseman, master of a ressel, forwarder,
carrier, whai-finger, keeper of a cove, yard, harbour or other j)lace for
storing timber, deals, staves, boards or other lumber, curer or packer of
pork, or dealer in wool, factor, agent or other person, or any clerk or
person in his employ, knowingly and wilfully gives to any person any
writing purporting to be a receipt for, or an acknowledgment of any
cereal grain, timber, deals, staves, l)oards or other lumber, or other
goods, wares, merchandize or property, as having been received in his
warehouse, vessel, cove, wharf or other place, or in any such place about
which he is employed, or as having been in any otlier manner received
by him en' the })erson in or about whose business he is employed, before
the goods or property named in such receipt, acknowledainent or writ-
ing have been actually so received by or delivered to him or his employ-
er, with the intent to mislead, deceive, injure or defraud any person or
persons whomsoever, although such person or persons may be then to
him unknown ; or if any person knowingly and wilfully accepts or
transmits or uses any such false receii)t, acknowledgment or writing, the
person giving and tlie pei'son accepting, transmitting or using such false
receipt, acknowledgment or writing, shall severally be guilty of a mis-
demeanor. 34 v., c. 5, s. 64.

05. The wilfully making any false statement in any such receipt,
acknowledgment or certificate as in the forty sixth section of this Act
mentioned, or the Avilfully alienating or parting with, or not delivering
to the holder or indorsee any cereal grain, goods, wai'cs-or merchandize
mentioned in such receipt, acknowledgment or certificate, contrary to
the undertaking therein expressed or implied, shall be a misdemeanor.
34 v., c. 5, s. 65.

tt6. If any offence in either of the two next preceding sections
mentioned l)e committed by the doing of anything in the name of any
firm, company or copartnership of persons, the person by whom such
thing is actually done, and any person who connives at the doing there-
of shall be deemed guilty of the oft'ence, and not any other person. 34
v., c. 5, 8. 'C^^^.

66a. Any person, firm or company assuming or using the title of
"Bank " without ])eing authorized so to do by this Act, or by some
other Act in force in tliat beJialf, shall be guilty of a misdemeanor. 43
v., c. 22, s. 10. V

67. Any person convicted of a misdemeanor under this Act shall,
on conviction, be liable to be imprisoned in any gaol or place of confine-
ment for any term not exceeding two years, in the discretion of the
Court before which the conviction shall be had. 34 V., c. 5, s. 67.

6S« Noprivate person orparty, except a chartered Hank, shall issue

Banks and Banking.

393

orre-issne, make, draw, or endoive any hill, bond, note, check or other
instrument, intended to eircidate as money, or to he used as a suhstitutc
for money, for any amount wliiitever, under a peiialty of iour liundred
dollars, to he recovered with costs, in any court luivin<>; civil jurisdiction
to the amount, by any party who will sue for the same : and one-half
of such sum sjiall belong to the iwrry suini*' for the same, and the other
h;df to Her Majesty, for the prblic uses oi the Dominion.

The intention to ])as8 any such instrument as money, shall be pre-
sumed, if it be made tor the payment of a less sum than twenty dollars,
and be payable either in form or in fact to the bearer thereof, or at sight
or on demand, or at less than thii'ty davs thereafter, or be overdue or
be in any way calculated or designed tor circulation, or as a substitute
for money ; unless such instrument be a check on some chartered T?aidv,
paid f)y the maker directly to his immediate creditor, or a j)romissory
note, bill of exchange, bond or other undertaking, for the payment of
money paid or C livered by the nndvcr thereof to his innuediate creditor,
and be not designed to circulate as a substitute for money. 134 V., c. 5,
8. GS.

.N'OTICKS.

OO. The several public notices by this Act recpiired to be given,
shall be givpn by advertisement in cue or more of the news2)a])ers \mh-
lishcd av the place where the Head Office of the I'ank is situate, and in
the Canada Gazette ov ^\m\\o\\\(iv Gazetfc as shall be generally known
and described as the Ojjicial Gazette for the publication of official docu-
ments and notices emanating from the Oivil (Tovernment of the Dom-
inion. 34 v., c. 5, s. (Ii>.

FUTURE I.KGISLATION.

70. The Bank.«i!iall be subject to such provisions of an}' general
or special winding up Act to be passed by ParliAment as may he de-
clared to apply to J)anks; and no spet-ial Act which Parliament niay
deem it right to i)ass for winding up the affairs of the P>ank in case of
its i . olvency, shall be deemed an infringement of its rights or of the
privileges conferred by its charter. 34 v., c. 5, s. 70.

Tl. The Bank shall always be subject to any general provisions
respecting Banks which Parliament may deem necessarv for the public
interest. 34 V., c. 5. s. 71. • '

SrECIAI. PKOVISIONS AS TO CERTAIN IJANKS.

T2. The Bank of British North America, which, by the terms of
its present charter, is \q be subject to the general laws of the Dom-
inion, with respect to Haidcs and Banking, sliall not issue or re-issue in
Canada, any note for a less sum than live dollars or for any sum not
being a multiple of five dollars, and any such note of the said Bank
outstanding shall be called in and redeemed as soon as practicable ; and
the provisions contained in the ninth, twelfth, thirteenth, fourteenth,
fifteenth, sixteenth, forty-fifth, forty-sixth, forty-seventh, forty-eighth,
forty-ninth, fiftieth, fifty-first, fifty-second, fifty-third, fifty-fourth, fifty-
fourth {a), fifty-fourth (J), fifty-sixth, sixtieth, sixty-first, sixty-second,
sixty-fourth, sixty-fifth, sixty-sixth, sixty-seventh, sixty-ninth, and

I I

804

Banks and Banking

Bevcnty-iirst sections of this Act, and in tho secontl subsection of tlic
eighth, and in the second subsection of the twenty-seventh sections
thereof shall apply to the said l^ank ; those contained in tho other
sections shall not apply to it. 34 V., c. 5, s. 72, as amended hy 35 V.,
c. 8., 40 v., c. 54, and 43 V., c. 22.

73. This Act shall not apply to any now existing Bank not nien-
tionod in the schedule B thereunto annexed (except the liank of Ih'itish
North America to the extent aforesaid and La lianque du Peuple to
the extent hereinafter mentioned) unless the Directors of such Bank
shall, by special resolution, apply to the Treasury Board, that the pro-
visions of tliis Act may be extended to such Bank, nor imless the
Tresisury Board allows such application, and upon publication in the
Official Gazette of such resolution, and of the minute of the Treasury
Board thereon, allowing such application, such Bank shall come under
the provisions of this Act. 34 V., c. 5, s. 73.

74. In piu'suance of the application made by the liank of Nova
Scotia in that behalf, it shall l)c lawful for the s])areholders of the said
Bank, at any speci«d general meeting called for the purpose, and by a
by-law to be ])assed thereat, to reduce the capital and shares of the said
]>ank by an amount not exceeding thii'teen per cent, thereof respect-
ively, and the shares and capital shall thereaftcj' be reckoned at the
amount to which they shall be so reduced. 34 V., c. 5, s. 74.

75. All the provisions of this Act except those contained in sec-
tions one, two, three, five, six, seven, twenty-seven, twenty-nine, thirty,
thirty -one, thirty-two, thirty-three, thirty-five, thirty-six, thirty-seven,
lifty-seven, fifty-eight, fifty -nine, sixty-three, seventy, seventy-two,
seventy-three, and seventy-four, and so nnich of section twoji^y-eight,
as is declared not to apply to r>anks en commandite shall ppjily to
La Bancpie du Peuplo : Provided that wherever the word " Direct(n\s "
is used in any of the sections which ap])ly to the said Bank it shall l.'e
read and construed as meaning the jn'incipal ])artners or members of
the corporation of the said Bank : and so much of the Act incorporat-
ing the said Bank or of any Act amending or continuing it. as may be
inconsistent with any section of this Act applying to the said Piaiik or
which makes any provision in any mattejr provided for by the said
sections other than such as is hereby made is hereby repealed. 34 V.,
c. 5, s. 75,

REPEALING AND SAVING CLAUSES.

76. The Act passed in the thirty-third }ear of Iler Majesty's
reign, chaptered eleven, and intituled, An Act respecting Banks and
Banking^ is hereby repealed, and the Act passed in the tliirty-fii'st year
of Her Majesty's Veign, and intituled, An Act rexpccting Banks^ is
hereby repealed in so far as respects Banks to which this x\ct applies,
including the Bank of I>ritish North America and La IWxjiie du
Peuple, and shall cease to a])ply to them after the passing of this Act
(or after they respectively come under its provisions, if they are now
existing Banks and not mentioned in the Schedule I>), except its to
rights theretofore ac(]uired under or offences comuiitteu against it. 34
v., c. 5, 8. 76.

Banks and Banking.

396

2. Sections tlirce, four, five and six of the Act passed in the forty-
second year of IJer Majesty's reign, chaptered forty-five, and intituled
" An Act to amend thv Act relatinff to Banks and Banking and the
Arts a}ne7)ding t/ie san^e,''^ and chuyitcv fifty five of the Consolidated
Statutes of the late Province of Canada, intitutled '■'• An Act 7'esj)ecting
B<mkii and freedom of Banking, ^^ SiYQ hereby repealed, except as to
rights acquired, offences committed, or liabilities incurred before the
passing of tiiis Act, 43 V., c. 22, s. 9.

77. Nothing in this Act contained shall affect any case pending
when it shall came into force, but such case shall be decided as if this
Act liad not been passed. 31 V., e. 5, s. 77.

SCHEDULEA.

ConsolidAtki) Statutes of Canada, Cuaiter 50.

An Act respecting the protection of Persons who receive Assign-
nuiiits and outer into Contracts in relation to Goods entrusted to

Agents.

HER Majesty, by and with tiie advice and consent of the Legislative
(council and Assenil)ly of Canada, enacts a3 follows :^ —

1. Any ])erson inay contract for the purchase of goods with any
agent entrusted with the possession thereof, or to whom the same may
be consigned, and may receive Jiud pay for the same to such agent, and
such conti'act and jiaymcnt shall bo binding ujion the owner of the
goods notwithstanding the purchaser has notice that ho is contracting
only with an agent.

3* Any agent entrusted with the possession of goods or of the docu-
irents of title thereto shall be deemed the owner thereof for the follow-
ing purposes, that is to say :

1. To make a sale or contract, as in the first clause mentioned ;

2. To entitle the consignee of goods consigned by such agent to a
lion thereon for any money or negotiable security advanced or given
by him to or for the use of such agent, or received by the agent for
tho use of the consignee, in like manner as if such agent was the true
owner of the goods ;

3. To give validity to any contract or agreement by way of
pledge {gage) lien or security hondjule made with such agent, as well
for an original loan, advance or payment made upon the security of the
goods or documents, as for any further or continuing advance in res-
pect thereof ; and

4. To make such contract binding upon the owner of the goods
and on all other persons interested therein, notwithstanding the person
claiming such pledge or lien had notice that he was contracting only
with an agent.

^mt Wi jfc

396

Banks and BanMnrj.

Jt. Ill case any person has a valid lien and security on any ^oods
or document of title or negotiable security in respect of a previous ad-
vance upon a contract witii an agent, — and in case lie delivers up the
same to such agent u])on a contract for the pledge {yogc\ lien or se-
curity of other goods or of another documentor security hy such aj^jut
delivered to him in exchange, to be held upon thi ame lien as the
goods, documents or security so delivered up, — then buch new contract,
if hondfide, shall he deemed a valid contract made, in consideration of
a present advance of money within this Act, but the lien accpiircd un-
der such new contract on tlie goods, documentor security deposited in
exchange, shall not exceed the value of the goods, documents or se-
curity so delivered uj) and exclumged.

4. Sudi contracts only shall be valid as are herein mentioned,
and such loans, advances and exciianges only shall be valid as are made
honajide and without notice that the agent making the same has no
authority so to do, or that he is acting mala jide against the owner of
the goods. •

f5« Xo antecedent debt owing from any agent entrusted as afore-
said, shall authorize any lien {(jafje) or pledge in respect of such debt,
nor shall it authorize such agent to deviate from any express orders or
authority received from his principal.

6. All })oy\a jide loans, advances and exchanges as aforesaid
(though made wtth notice of the agent not being the owner, but with-
out notice of his acting without authority), shall bind the owner and all
other persons interested in the goods, document or security, as the case
may be.

Tt Every bill of lading, warehouse kei'per's or wharlinger's receipt
or order for delivery of goods, every bill ot inspection of pot or pearl
ashes, and every other document used in the ordinary course of business,
as proof of the possession or control of goods, or authorising or purport-
ing to authorize either by endorsement or by del ivory, the possessor of
such document to transfer or receive goods thereby represented, shall
be deemed a document of title within this Act.

5. Any agent entrusted as aforesaid and possessed of any such
document of title, whether derived immediately from the o>vner of
the goods or obtained by reason of the agent having been entrusted
with the possession of the goods or of any document of title thereto,
shall be deemed to be entrusted with the possession of the goods rep-
resented by such document of title.

9. All contracts pledging or giving a lien upon any such docu-
ment of title shall be deemed a pledge igaxje) of and lien upon the goods
to which it relates, and the agent shall be deemed the possessor of the
goods or documents of title whether the same be in his actual
custody or be held by any other person for him or subject to his con-
trol.

10. When any loan or advance is bona fide made to any agent en-
trusted with and in possession of goods or documents of title as afore-

Banks and Banking.

397

said on tlie faith of any contract in writing to consign, deposit, traiiBfer
or deliver such goods or docnuients of title, and the same arc actually
I'Cf'eivcd hy the pereon inaking the loan or advance, either at the time
of the contract or at a time subsccpacnt thereto, without notice that the
agent is not authorized to make the pledge or security, such loan or
advance shall he deemed a loan or advance upon the security of the
goods or documents of title within this Act.

11* Every contract, whether made direct with the agent as afore-
said, or with any clerk or other person on his behalf shall be deemed a
contract with such agent.

13. Every payment, whether made by money, bills of exchange
or other negotiable security, shall be deemed an advance within this
Act.

13« Every agent in possession of goods or documents as aforesaid
shall, for the purposes of this Act, be taken to be entrusted therewith
by the owner, unless the contrary be shewn in evidence.

14. Nothing herein contained shall lessen, alter or affect the civil
responsibility of any agent for the broach of any duty or contract or the
non-fullihnent of his orders or autliority, in respect of any such contract,
agreement, lien or i)ledge {gitge) as aforesaid.

13* In case any agent entrusted as aforesaid, contrary to or with-
out the authority of his principal, for his own benefit and in violation
of good faith, makes, by way of pledge igage\ lien and security, any
consignment, deposit, transfer or delivery of any goods or documents of
title so entrnstod to him, or contrary to or without such authority,
for his own beneiit and in violation of good faith, accepts any advance
on the faith of any contract to consign, deposit, transfer or deliver such
goods or documents of title, such agent shall be deemed guilty of a
misdcmeaTior, and being convicted thereof, shall be sentenced to suffer
such punishment by line or impiisonment in the common gaol for any
term not exceeding two years, or by both, as the Court awards.

10« Every clerk or other person who knowingly and wilfully acts
and assists in making any such consigmnent, deposit, transfer or delivery,
or in accepting or procuring such advance as afore^id, shall be guilty
of a misdemeanor, and shall be liable, at the discretion of the Court, to
any of the punishments which the Court may award, as herein last men-
tioned.

I'y. iVosuch agent shall be liable to any prosecution for consign-
ing, depositing, transferring or delivering any such goods or documents
of title, in case the same are not made a security for or subject to the
payment of any greater sum of money than at the time was justly due and
owing to the agent from his principal, together with the amount of any
bills of exchange drawn by or on account of his principal, and accepted
by such agent.

18. The conviction of any agent as aforesaid shall not be received
in evidence in any action at law, or suit in equity against him.

lO. No oath, or admission under oath, by an agent entrusted as
aforesaid, made previously to his being indicted for the offence, in con-
sequence of the compulsory process of a Court of Law, Equity

i..^-sil.

398

Banks and Banking.

or Admiralty in an action, suit or proceeding bona fide instil ut-
ed by a party aggrieved, i.or any disclosure niaue by him in an dx-
amination or in a deposition before any Commissioner of Bankrupts,
shall be used in evidence in any prosecution against the agent in respect
of any act done by him as aforesaid.

20. Nothing herein contiiined shall prevent the owner from re-
deeming any goods or documents of title pledged as aforesaid, at any
time before tlie same have been sold, upon repayment of the amount
of the lien thereon or restoration of the securities in respect of whidi
the lien exists, and upon ])ayment or satisfaction to the agent of any
sum of money for or in respect of which such agent is entitled to retain
the goods or documents, by way of lien against such owner ; or shall
prevent the owner from recovering from the jierson with whom any
goods or documents have l)een pledged, or who has any lien tliereoil,
any balance or sum of money remaining in his hands as the produce of
the sale of the goods, after deducting the amount of the lien nnder the
contra(!t.

SI. In case of the bankruptcy of any such agent, and in case the
owner of the goods redeems the same, he shall, in respect of tJie sum
paid by him t)naccount of the agent for such redemption, be held to have
paid the same for the use of sucli agent before his banki-uptcy, or in
case the goods have not been so redeemed, the owner shall ha deemed a
creditor of the agent for the value of the go*ods so pledged at tlie time
of tl»e pledge, and may in either case prove for or set-off the sum so
paid, or the value of such goods, as the case may l)e.

23. In construing this Act, the word "person" shall be taken to
designate a body corporate or company as well as an individual ; and
the word "goods" shall be taken to include all [)ersonaI property of what-
ever nature or kind soever, and the word "shipped" shall be taken to
mean the carriage of goods, whether by land or by water.

33. Nothing herein contained shall give validity to, or in any
wise affect any contract, agreement, lien, pledge {gage), or other act,
matter, or thing made or done before the twenty-eighth of July, 1847,
or destroy or diminish any other right, recourse or remedy not contrary
or repugnant to this Act which might be enforced according to the
Laws of Upper or Lower Canada.

S4. This Act shall relate to and from the twenty-eighth July, one
thousand eight hundred and forty-seven, and as respects all transactions
and things since that day within the scope and meaning hereof, shall be
construed and applied afi if it had been passed on that day. 43 V., c.
22, Schedule A.

SCHEDULE B.

BANKS WHOSE CHARTERS ARE CONTINUED BY THIS ACT.

1. The Bank of Montreal.

2. The Quebec Bank.

3. La Banque du Peuple.

4. The Consolidated Bank.

Banks and Banking.

399

6. Molaons I]aiik.

6. The Bank of Toronto.

7. Tl)e Ontario Hank.

8. Tlie Eastern Tovvnsliips Bank.

9. La Banque Nationale.

10. La Banqne Jacques Cartier.

11. The Mercliants' I»ank of Canada.

12. The rn:on Bank of Lower Canada.

13. The Canadian Bank of Commerce.

14. The Meclianics' Bank.

15. The Dominion Hank.

16. The Mercliants' liank of Halifax.

17. The Hank of Nova Scotia.

18. The Bank of Yarmouth.

19. The Bank of Liverpool.

20. The Exchanijo Hank of Canada.
2L La Jianqne Ville Marie.

22. The Standard Hank of Canada.

23. The Hank of Hamilton.

24. The Halifax Hanking Company.

25. The Maritime Bank of the Dominion of Canada.

26. The Federal Bank of Canada. .

27. La Banque d'Hochelaga.

28. The Stadacona Bank.

29. The Imperial Bank of Canada.

30. The Pictou Bank.

31. La Banque de St. Hyacinthe. ; ^

32. The Bank of Ottawa.

33. The Bank of New Hrunswick.

34. The Exchange Bank of Yarmouth.

35. The Union Bank of Halifax.

36. The People's r,ank of Halifax— 43 V., c. 22, Schedule B.

37. La Banque de St. Jean. — 44 V., c. 9.

DUTIES ON PROMISSORY NOTES.

42 Victoria, CiiAriER 17.

An Act to amend and consolidate the law respecting Duties
imposed on Promissory Notes and Bills of Exchange.

Boi'tidii. Section

rreanil)!c'. 14.

1. Acts repealed ; 31 V., c. 9 ; 33 V., c. 13;

37 v., c. 47 ; 41 v., c. 10 ; Pioviso ;
saving things lawfully ilonc under iheni. 1 5.

2. Interpretation ; " Hank ; " " Uroker ; "

" Instrument." 16.

3. Act 41 v., c. 7, to apply to du'.ies under

this Act.

4. Duties o. I Notes, Drafts and Hills; the 17.

duti.'S ; as to interest.

5. Wha. shall heileeined instruments liable

to duty. 18.

6. Instruments exempted from duty ; Con.

Stat. Can., c. 55. 19,

7. No duty under certain Acts, on notes,

&c., made after 1st February, 1868. 20.

8. No duty on bills drawn and payable out

of Canada.

9. Exemption of notarial instruments. 21,

10. How the duties shall be paid ; by 22.

adhesive stamps ; by stam|)cd paper
and stamps; cancelling adhesivestani[)s: 23.
the same ; jienalty for non-compliance
with this section. 24.

11. By whom the stamps shall lie affixed ;

penalty for defiiult ; if the paper be
stamped. 25,

12. Penalty for not affixing the proper stamps

at the proper time ; presumption in 26.
suits for penalty ; proviso in favor of 27.
innocent holders.

13. Innocent holder of unstamped or insufli-

ciently stamped note, &c., may make 28.
it valid by payment of double duty, &c.

Provisions for validity by payment of
double duty extended to bills, &c.,
drawn out of but payable in Canada.

When single duty may be paid on such
l)ills, iS:c.

As to suits in which lost or destroyed
bills, lV-c, form the ground of complaint
or defence.

In what case only penalty shall be en-
forced as to unstamped bills, &.C., after
payment or settlement thereof.

As to bills, &c., found among effects of
tleceased persons.

Unstamped bills, &c., admissible in
evidence in criminal cases.

Stamped pajxir may l)e prepared ; de-
vice ; redemption of spoiled stamps or
stamped paper.

Adhesive stamps, device to ej^press value.

Sale and distril)ution of stamped paper
and stamps,

Governor-in-Council may make regula-
tions to meet doubtful cases.

Punishment for forging stamps or having
instruments for forging ; term of im-
prisonment ; such offence to be forgery.

Penalty on bank or broker making,
buying or taking note not duly stamped.

Penalty for affixing stumps already useil,

Penalty incurred on each instrument,
though several be made on the same
day.

Recovery of penalties not otherwise pro-
vided for.

[Assejited to 15th May, 1879.]

ER Majesty, by and with tlie advice and consent of the Senate and
House of Commons of Canada, enacts as follows : —

1. The Acts thirty-first Victoria, chapter nine, tliirty-third Vic-
toria, chapter tliirteen, thirty-seventh Victoria, ciiapter forty-seven,
except section one, and forty-first Victoria, chapter ten, are hereby re-
pealed : Provided always, that all Acts or enactments repealed by any
of the said Acts shall remain repealed, and that all things lawfully done
under tlit.n or any of tliem shall remain valid, and all penalties incurred

1879.

Duties on PrOTnissorj/ Notes

Cap. 17. 401

under them or any of thcni may bo enforced and recovered, and all
proceeding commenced under them or any oi them may he continued
and completed under tliis Act, which shall not he construed as a new
hiw but as u consolidation and continuation of the repealed enactments
with and subject to the amendments hereby made.

2* In this Act tlie word "Rank" means and includes any chartered
bank, and any banking institution, and any branch or ajj^ency thereof :

The word ''liroker" means and includes any broker or person by
repute doing the business of brokerage :

The word "Instrument" means and inchides any promissory note,
bill of exchange or part tliereof, draft or order upon wliich a duty is
payable under this Act.

3* The duties imposed by this Act sliall l)e duties within the
meaning and purview of the Act piuss<^<l in the now la«t session, inti-
tuled, " An Act to provide for tlu. Imtter aadiihuj of the Piihlie
Accounts,'''' and the proceeds of the said duties shall form part of the
Consolidated Kevenue Fund of Canada.

4. Upon and in respect of every j)romissory note, (b'aft or bill of
exchange, for an amount not less than twenty-five dollars, made, drawn
or accepted in Canada, previous to and from and after the passing ui
tliis Act, there shall be levietl, collected and i)aid to Her AFajesty, for
tlie public uses of tlie Dominion, the duties hereinafter mentioned, that
is to say : —

On each such promissory note, and on each such draft or bill of
exchange, a duty of one cent, if such note, bill or draft, amounts
to but does not exceed twenty-five dollars, — a duty of two cents
if the amount thereof exceeds twenty-five but does not exceed
fifty dollars, — and a duty of three cents if tlie amount thereof
exceeds fifty dollars but is less than one hundred dollars ;

' On each such promissory note, and on each such draft or bill of
exchange for one huiulred dollars or more, executed singly, a
duty of three cents for the first hundred dollars of the amount
thereof, and a further duty of three cents for each additional
hundred dollars or fraction of a hundred dollars of the amount
thereof ; .

On each such draft or bill of exchange executed in duplicate, a
duty of two cents on each part for the first hundred dollai"s of
the amount thereof, and a further duty of two cents iov each
( '•* additional hundred dollars or fraction of a hundred dollars
of the amount thereof ;

' ' On each such draft or bill of exchange executed in more than two
parts, a duty of one cent on each part for the first hundred dol-
lars of the amount thereof, and a further duty of one cent for
each additional hundred dollars or fraction of hundred dollars
of the amount thereof ;

And any interest made payable at the maturity of any bill, draft
or note, with the principal sum, shall be counted as part of the
amount thereof.

402 Cap. 17. Duties on Pronmnory Notes.

42 Vic.

ff. Every bill, draft, order or instrument —

For the payment of any Buni of money by a bill or promissory

note, whether such payment be required to be made to tlie

bearer or to order ;

Every document usually termed a letter of credit, or whereby any
person is entitled to have credit with, or to ivceive from or draw
upon any j)erson for any sum of money ;

And every receipt for money, given by any bank or person, and
entitlin<; the pei"son payin<j such money, or the lH?arer of such
receipt, to receive the like sum from any third person, —

Shall be deemed a bill of exchange or draft chargeable with duty
under this Act.

6. Every bill of excliange, draft or order drawn by any officer of
Her Majesty's Commissariat, or by any other officer in Her Majesty's
Imperial or Provincial Service, in his official capacity, or any acceptance
or indorsement \>y ^uch officer on a bill of exchange drawn out of
Canada, or any draft of or on any bank payable to the order of any such
officer in his official capacity, as aforesaid, or any note payable on de-
mand to bearer issued by any chartered bank in Canada, or by any
bank issuing such note under the Act, chapter tifty-tive of the ('onsol-
idated Statutes of the late Province of Canada, intituled "^» Act
resp'cthuj lianka audfree^lotn of Banking^^'' shall be free from duty
under this Act : and —

Any chc«pie, if the same shall be payable on demand, —

Any post office money order, or order on any post office savings

bank, and —
Any municipal debenture or coupon of such debenture — shall be

free of duty under this Act.

7. No duty shall be payable under the Act of the legislature of
the late Province of Canada, passed in the session held in the twenty-
seventh and twenty-eighth yeai*s of Her Majesty's reign, chapter four,
or under the Act of tl>c said legislature, passed in tlie twenty-ninth
year of Her Majesty . iign, chapter four, on any promissory note,
draft or bill of exchange made, drawn or accepted, upon or after the
said first day of February, one thousand eight hundred and sixty-eight ;
but to all promissory notes, drafts or bills of exchange made, drawn or
acce})ted in the late Province of Canada, or in the Province of Quebec
or Ontario, before the said day, and to all offences committed and pen-
alties incurred in respect thereof, the said Acts shall continue to apply.

H. Notwithstanding anything in this Act contained, no bill of
exchange drawn and payable outside of the Dominion of Canada shall
be invalid, nor shall the maker or any owner or holder of any such bill
be subject to anj' penalty in consequence of no stamp or stamps of this
Dominion being affixed to such bill.

©. Neither this Act nor any of the Acts liereby repealed shall be
construed to re(iuii*e or to have recpiired that any stamp be impressed
on or affixed to any instrument executed en brevet or otherwise Injfore
a notary in his official capacity.

1870.

Dutieti on Promissory Notes. Cap. 17. 403

lO. The<lnty on any such promissory note, draft, ImII of oxcluinifu
or part thero«>f, hIihII \m paid hy nmking it upon paper stamped in tno
manner hereinafter provided, to tlic amount (»f such duty, or —

\\y affixing thereto an adhesive stamp or adhesive sta^ups of the
kind hereinafter mentioned, to the amount of such duty, or —

Ity making the instrumetit on stamped pajwr, and, wliero the
amount in the instniment is in excess of the amount represented hy the
stamp on the instniment, hy afl[ixin<; thereto adhesive 8tjimj)s for the
portion of the duty to wliich the instrument is liable in excess of what
18 represented hy the stamped |)aper:

In either case the adhesive stamps shall ho cancolle<l hy writing
thereon the signature or part of the signature or the initials of the
maker or drawer, or of the witness attesting the signature of the maker
or endorser of the instniment, or in the case of a draft or hill made or
drawn out of Canada of the acceptor or first indorser in Canada, or some
integral or material part (»f the instniment so as (as far as may he practi-
cable) to identify each stamp with the instrument to which it is attach-
ed, and to show that it has not before been used, and to prevent its
being thereafter used for any other instrument, or —

The }>erson affixing such adlicsive stamp, or the witness attesting
the same shall, at the time of affixing the same, write or stamp thereon
the date at which it was affixed ; and such stamp shall be \w\([pritna
facie to have been affixed at the date stamj)ed or written thereon :

And if no integral or material part of the instrument nor any j)art of
the signature or initials of the maker, drawer, witness or acceptor or
first indoi*8er or witness in Canada be written thereon, nor any date be
so stamped or written thereon, or if the date do not agree with that of
the instrument, such adhesive stamp shall l)e of no avail ; and any person
wilfully writing or stamping a false date on any adhesive stamp shall
incur a penalty of one hundred dollare for each such offence.

ll. The stimp or stamps required to pay the duty hereby imposed
shall, in the Ciise of any promissory note, draft or bill of exchange made
or drawn within Canada, and not made upon j)aper 8trnij)ed to the
amount of the duty, be affixed by the maker or drawer thereof, and in
the case of any draft or bill of exchange drawn out of Canada, by the
acceptor thereof or the first endoi-ser thereof in Canada ; and sut";h maker
or drawer, acceptor or first indorser, failing to affix such stamp or
stamps at the time of making, drawing, accepting or indorsing such note,
draft or bill, or affixing stamps of insufficient amount, shall thereby
incur a jtenalty hereinafter imposed ; and the duty j)ayable on such in-
strument, or the duty by which the stamps affixed fall short of the pro-
per amount, shall be doubled,— stamps upon the paper being deemed
to be affixed thereto for all the purposes of this Act ; and any de-
ficiency in the amount of the stamp on the paper may be made up by
adhesive stamps.

12* If any person in Canada makes, draws, accepts, indorses, signs,
becomes a party to, or pa3's any promissory note, draft or bill of ex-
chauge, chargeable with duty under this Act, before the duty (or double

404 Cap. 17.

Duties on PromtMori/ Azotes.

42 Vic.

duty 1)8 the cjiBo may 1ki) haabeen paid, hv artixing thereto the proper
stamp or stamps, (or by making it on 8tani[HMi jwper or bv lK)th) such
porsdn Hhall thereby incur a penalty of one hnndrod dollars, and save
only in the case of payment of double <iutv, as in the next section
provided, such iuHtrument shall lie invalid and of no effect in law
or in equity, and the acceptance, or payment, or protest thereof, shall
bo of no encct ; and in suing for any t-ucli pt'nalty, the fact that no
part of the signature of the party charginl with neglecting to affix the
pro[>er stamp or stumps, or nis initials is or are written over the stamp
or stjvmpf-- atiixcd to any Huch instrument, or that no date, or a date
that docs not corresijond with the time when the duty ouglit to have been
paid, is written or marked on the stamp or stamps, shall hfiprimajacie
evidence that such ])arty did not affix it or them as required by this
Act : but no party to or holder of any such instnunent shall incur any
jMjiialty by reason of the duty thereon n. t having been paid at the pro-
i>er time, and by the proper party or parties, provided tliat at the tmio
it came into his hands it had affixed to it stamps to the amount of the
duty apparently payable upon it, that he had no knowledge that they
were not affixed at the proper time, and by the proper party or parties,
and that he pays the double or additional duty sis in tlie next section
provided, as soon sis he acquires such knowledge.

!;{■ Anv holder of such instrument, inclnding banks and brokers,
may pay <lou1>le duty by affixing to such in^tniment a stamp or stamps
to the amount thereof i»r to the amount of do.ble the sum bv which
the stamps affixed fall short of the prciwr duty, and by writing his
initials on such stamp or stamps, and the date on which tliey were
affixed ; and where, in any suit or proceeding in law or equity, the
validity of any such instnunent is questioned by reason of the proper
duty thereon not having been paid at all, or not paid by the proper
party, or at the proper time, or of any fonnality as to the date or eras-
ure of the stamps atiixed having been omitted, or a wrong date place il
thereon, and it appears that the holder thereof, when he became su^li
holder, had no knowledge of such defects, such instrument shall beheld
to be legal and valid, if it shall appear that the holder thereof paid
double duty, as in this section mentioned, so soon as he acquired such
knowledge, even although such knowledge shall have been acquired
only during such suit or proceeding; and if it shall appear in any such
suit or proLueding to the satisfaction of the court or judge, as the case
may be, that it was through mere error or mistake, and without any
intention to violate the law on the part of the holder, that any such
defect as aforesaid existed in relation to such instniment, then such
instrument or any indoi-sement or transfer thereof, shall be held legal
and valid, if the holder shall pay the double duty thereon as soon as ne
is aware of such error or mistake ; but no party who ought to have paid
duty thereon shall be released from the penalty by him incurred as
aforesaid.

14. The provisions whereby validity may be given to bills of
exchange, drafts and promissory notes ^hen drawn or made within
Canada, by the payment of double duty thereon, shall for the same
purpi^ nd to the same effect, extend to such instruments when drawn

^:tjJ

1879. Duties on Promissory Notes. Cap. 17. 406

or made witliont Canadii but pnyultlu in Canada, when Btamps to the
amount of double duty upon such inHtruuientH hIuiII Ih) amxed and
cancelled in the Haniu mode \\» HtanipM in ])aynient of double duty are
atKxeti and cancelled to Huch iuHtnunontB wiien made or drawn within
Canada.

19. It shall l»c Bufficiont in the case of any bill of exchange, draft
or promi88ory note drawn or mad*; vvirhout Canada but |)ayable within
Canada, in order to comj)ly with the law, for any bank, broker, holder
or party to such instnnnent, at the time of the accentancc or indorsation
thereof, to affix thereto and cancel the i)roper single ptamps therefor ;
and' the date of cancellation to be marked thereon pliall Im> the true date
of such cancellation, and such date need not agree with the date of the
instnnnent.

Itt* In the case of a suit to recover upon, or a defc ice t»f set-off
upon a lost or destroyed bill of exchange, draft or pronnssory note,
where there is no cvideuite that such instrument had been jiroperly
stamped, and when the validity of the instrument in <piestion is con-
te»*ted on the ground of insulHcient stamps or want of stamps, the Court
having cognizance of the suit may, at any stiige (tf the j)rocee<ling, in
order to give vali<lity to the same, allow double stamps for the r^Mpiisitc
amount to l»c atHxed to the record, or to any other paper or proceeding
in the causo. and cancelled ly or on behalf of the party interested in
nnintaining the validity o. tne instrument, plaintiff or defendant, as the
case may be.

17. After a note or instrument rcfjuiring to be stamped under
this Act has been eettled or paid, no penalty shall be enforced against
any party thereto, or against ar.y persoJi or corporation who had been
the holder thereof, by reason of such note or instnnnent having been
insuthciently stamped, or the stamps thereon insuthciently effaced ; \in-
less it be proved, that the party from whom a penalty is demanded,
WJis aware before, or at the date of the maturity of such note or instru-
ment, of the defect in the stamping thereof, or in the effacing of the
stamps thereon, and did not thereupon attix double stamps thereto, in
the manner provided by this Act. And the reception of such note or
instrument by any party to such note or instrument, or by the holder
thereof, whetlier such holtler be a corporation or not, or by any em-
ployee or agent of such party or holder, shall not be evidence sutiicient
to justify a conviction or such penalty.

\H. In the case of a bill of exchange, draft or promissory note
found amongst the securities of a deceased pereon, unstamped, it shall
be sufficient, in order to give validity thereto, for the executor or ad-
ministrator, to attix and cancel double stamps thcreoi., with the date
of such cancellation and with fhe initials of the party cancelling the
same.

19. Every instrument liable to stamp duty shall be admitted in
evidence in any criminal proceeding, although it may not have the
stamp required by law impressed thereon or attixed thereto.

30. The Governor-in-Council may, from time to time, dhaat

406 Cap. 17.

Duties on Promissory Notes.

42 Vic

stamped paper to be prepared for the piirpoKes of this Act, of bikIi
kinds and bearing respectively such device as he tliinks ])roper, and
may defray the (lost thereof ' t of any unappropriated moneys forming
part of the Consolidated Itevenue Fuiid ; but the device on each stamp
shall express the value thereof, — that is to say the sum at which it shall
be reckoned in payment of the duties inij)osed by this Act.

2. And tlie Governor-in-Council may, from time to time, make
and repeal or alter regulations for redeeming spoiled stamped paper, by
the issue of new stamped paper or stamps ot e(p:al value in exchange
therefor ; but no such stamped paper shall be so redeemed unless when
presented in (quantities at one time representing a value of not less than
live dollars.

21. The Governor-in-Council may, from time to time, direct stamps
to be prepared for the purposes of this Act, of such kinds and bearing
respectively Kuch device as he thinks proper, and may defray the cost
thereof out of any unap])ropriatcd moneys forming part of the Consoli-
dated Revenue t und ; but the device on each stamj) shall express the
value thereof, — that is to say, the sum at which it shall be reckoned in
payment of the duties hereby ir. posed.

*2t*Z. The Minister of Inland Itevenue may appoint any Postmasters,
Collectors of Inland Revetme, or other officers of the Govern-
ment to be the distributors of stamps and stamped paper under this
Act, and may authorize any other person to purchase stamps from such
distributors to sell again ; and the Governor-in-Council may fix the re-
muneration to be allowed to such distributors, and the discount to he
made to jiersons so purchr? -ing to sell again ; bu^ such discount shall in
no case exceed five per cent, on the value of sucii stamps, and shall not
be allowed on a)iy quantity less than one hundred dollars.

23. The Governor-in-Council may make such further regulations
as he may deem necessary for carrying this Act into effect, and may,
by an Order-in-Council, declare that any kind or class of instruments
as to which doubt may arise, is or is not chargeable with any and what
duty under this Act according to the true ineaning thereof; and any
Order-in-Council made under this Act may be explained, amended or
repealed by any other such order of later date ; and any Order-in-
Council iu)der this Act shall be published, and may be proved in the
manner £)rovided by the " Act to amend and consolidaie the Acts 7'e-
specting the Customs " as to Orders-in-(Jouncil under that Act.

24. If any person forges, counterfeits or imitates, or ])rocure8 to
be forged, counterfeited or iMiitated, any stamp or stamped paper, issued
or authorized to 1)e used for the purposes of this A't, or by means
wliereof any duty herebv imposed may be paid, or any part or ]>ordon
of any such stamp, — or knowingly uses, offers, sells or exposes to sale,
any such forged, counterfeited or imitated stamp, — or engraves, cuts,
sinks or makes any plate, die or other thing whereby to make or imitate
such stamp or any part or portion thereof, except by permission of the
Minister of Inland Revenue, or some officer or person who, under an
Order-in-Council in that behalf, may lawfully grant such permission, —

1870.

Duties on Promissory Notes. Cap. 17. 407

or has possession of any such plate, die or other thing, without such
pennission, — or, witliout such permission, uses or has possession of any
such piate, die or thing lawfully engraved, cut or made, — or tears off or
removes from any instiniment, on which a duty is payable under this
Act, any stamp by which such duty has been wholly or in part paid,—
or removes from any such stamp any writing or mark indicating that it
has been used for or towards the payment of any such duty — such per-
son shall be guilty of felony, and shall, on conviction, be liable to be
imprisoned in the penitentiary for any term not exceeding twenty-one
years ; and every such offence shall be forgery, and punishable in the
manner in which that crime is punishable by the laws of Canada.

25. Notwithstanding anything herein contained, any bank or any
broker who makes, draws or issues or negotiates, presents for payment,
or pays, or takes, or receives, or becomes the holder of any instrument
not duly stamped, either as a deposit, or in payment, or as a security,
or for collection or otherwise, knowing the same not to be duly stamped,
and who does not immediately on making, drawing, issuing, negotiating
or presenting for payment, or paying, or taking, or j-eceivmg or becom-
ing the holder of such instrument, affix thereto and cancel the proper
stamps within the meaning of this Act, shall incur a penalty of hve
hundred dollars for every such offence ; and shall not be entitled to re-
cover on such instrument, or to make the same available for any pur-
pose whatever, and any such instrument shall be invalid and of no effect
m law or e(piity.

2G. If any person wilfully affixes to any promissory note, draftor bill
of exchange, any stamp which has been previously affixed to any other, or
used for the purpose of paying any duty under this Act, or any other Act,
or which has been in any way previously written upon or defaced, such
person shall be guilty of a misdemeanour, and snail thereby incur a
penalty of five hundred dollars.

27. The penalties hereinbefore imposed shall be incurred in
respect of each such promissory note, draft or bill of exchange, on which
the duty or double duty hereby imposed is not paid as aforesaid, or to
which a stamp previously used has been fraudulently affixed, whatever
be the number of such instmments executed, accepted, paid or delivered,
or offences committed on the same day ; and a separate penalty to the
full amount shall be incurred by eafli person committing such offence,
whatever be the number of such persons.

28. The penalties imposed by the foregoing sections of this Act,
shall be recoverable in the manner prescribed by " The Interpretation
Act^'' in cases where penalties are imposed and the recovery is not other-
wise provided for.

■M

Priuate and other Acts, and Amendments thereto,
Relating to Building Societies.

A^'tW.'

Abbreviations — Que. before the figures, dates, &c., denotes that
the Statute has been passed by the Quebec Legislature ; Ont., for
Ontario Legislature. Where neither of the foregoing abbreviations
occur, the Statutes have been passed by the Dominion Government.
When date is followed by (1), or (2), it denotes that the Act was passed
in first or second Session oi the year.

Anglo-Canadian Mortgage and Investment Co. (Limited) 1874, Cap.
105 (To transfer the securities of) to Omnium Securities Co.
(Limited) Ont., 44th Vic, Cap. 49.

Brockville Mutual Building Society, Ont., 42 Vic, Cap. 83.

British American Investment Co., 1860, Cap. 129.

British American Land Co. (A.ct respecting Loans by) 39 Vic, Cap. 56.

British Canadian Loan & Investment Co. (Limited) 1876, Cap. 57;
1877, Cap. 76.

Building Societies generally: Con. Stat. L. C, Cap. 69; Con. Stat.
U.C.. Cap. 53. — 1865, Cap. 38 (being the first to enact an
annual return to the Auditor of Public Accounts, upon oath) 1874,
Cap. 50 (to issue debentures) 1877, Cap. 50; 1878, Cap. 22; 1879,
Caps. 48 and 49. Que.— 1875 (2) Cap. 61 ; 1878 (1) Cap. 20
(Sec. 1 repealed by 1877, Cap. 50, Sec. 23) 1882, 45 Vic, Cap. 24.

Key to Above — 1878, Cap. 22, applies to the Province of
Ontario only; 1879, Cap. 48, refers to the liquidation of B.S. in
Quebec, and the appointment of li(^uidator8 ; Cap. 49 concerns
Ontario; Que., 1878 (1) Cap. 20, amends Sec 23 of Con. Stat. L.C.,
Cap. 69, and authorizes the transformation of appropriation shares
into permanent shares. Act to come into force 90 days after
sanction. — Sec. 2.

Canada Agricultural Loan Assn., 1860, Cap. 130; 1861, Cap. 107;
1863 (2) Cap. 48.

Canada Company, 1864, Cap. 100. ' ■'"•'•:-^

Canada Improvement Co., 1872, Cap. 110.

Canada Investment & Agency Co., 1874, Cap. 99.

Canada Investment & Guarantee Co. (Limited) 1875, Cap. 63.

Canada Landed Credit Co., 1866, Cap. 125. To authorize an addition
to capital, and other purposes, Ont., 38 Vic, Cap. 73. To extend

Prwate and other Acts.

409

powers, 39 Vic, Cap. 97. An Act to amend Acts relating to
Can. Landed Cr. Co., 1882, 45 Vic, Cap. 110 — further amended,
45 Vic, Cap. 72, Ont.

Canada Landed Proprietors' Loan Co., Que., 1875 (1) Cap. 82.

Canada Mortgage Agency (Limited) Ont., 44 Vic, Cap. 50.

Canada Provident Association (An Act to incorporate the) 1882, 45
Vic, Cap. 107 ; Que., 1875 (2) Cap. 61, concerns union or fusion
of Building Societies.

Canada Permanent Building & Savings Society, to change name to
Canada Permanent Loan & Savings Co., 1874, Cap. 100 ; Ont.,
Cap. 94, 39 Vic

Canadian Loan & Investment Co., 1866, Cap. 126.

Canadian Securities Co. (Limited) 1877, Cap. 79.

Colonial Building & Investment Association, 1874, Cap. 103.

Companies incorporated under Imperial Statutes (An Act respecting)
1880, 43-44 Vic Cap. 38.

Credit-Fonder (Dominion of Canada) 44 Vic, Cap. 59.

Credit-Fancier Franco-Canadien, Ont., 44 Vic, Cap. 51; 44 Vic,
Cap. 58.

Credit-Fonder (Lower Canada) 1863 (2) Cap. 46 ; 1864, Cap. 81.

Credit- Fonder du Bas-Canada, 1873, Cap. 102; 1874, Cap. 97;
Que., 1875 (2) Cap. 64.

Credit-Fonder Franco-Cimadien (An Act to incorporate) Que. 1880,
43^4 Vic, Cap. 60.

Defective Letters Patent Remedy, 38 Vic, Cap. 13. Amended, Ont,
39 Vic, Cap. 7, S. 25, Sub-sec. 18 : f urtlier amended, Ont., 45
Vic, Cap. 17. Que., amended, 1881, 44-45 Vic, Cap. 11.

Dominion Building Society to change name to Dominion Mortgage
Loan Co., 1877, Cap. 80.

Dominion Homestead Building Society, Que., 1871, Cap. 38.

Eastern Township Land & Improvement Co., Que., 1875 (1) Cap. 83.

Eastern Townships Colonization and Credit Company, incorporated.
Que., 1880, 44-45 Vic, Cap. 61.

England and Canada Mortgage Security Co., 1876, Cap. 58.

English Loan Company — Act amended — Ont., 43 Vic, Cap. 76.

Farmers' Loan & Savings Co., 1874, Cap. 102.

Freehold Loan & Savings Co., 1873, Cap. 104.

Glasgow Canadian Land & Trust Co. (Limited) 1873, Cap. 105.

Hochelaga (Sodete de Construction du Comte de) 1878, Cap. 41.

■Hi

410 Private and other Acts.

Act to confirm Act of Dom. Parlt., 41 Vic, Cap. 41 ; Que., 1880,
43-44 Vic, Cap. 57.

Home Savings and Loan Co. (Limited) 1879, Cap. 55.

Huron & Erie Savings and Loan Society (to change name) Ont., 39
Vic, Cap. 95.

Jherville {Societe Permanente de Construction dtt District d^) Que.,
1872, Cap. 78; Dom., 1879, Cap. 76.

Imperial Guarantee & Loan Society, 1872, Cap. 107.

Imperial Statutes respecting Companies incorporated under 1880,
43-44 Vic, Cap. 39.

Imperial Loan & Investment Co., 1875, Cap. 62.

Insolvent Banks, Insurance Companies, Loan Companies, Building
Societies, Building Societies & Trading Corporations (An Act
respecting) 1882, 45 Vic, Cap. 23.

Joint Stock Companies' Clauses Act, 1869, Cap, 12; Que., 1868, Cap.
24 ; 1869, Cap. 42. To amend. Que, 1881, 44-45 Vic, Cap. 12.

Joint Stock Co's incorporated by letters patent, 1869, Cap. 13 ;
repealed by 1877, Cap. 43 ; now called "The Canada Joint Stock
Companies' Act, 1877."

Xa Societe de Construction St. Jacques, An Act to confirm Act of
Federal Parliament, 40 Vic, Cap. 81 ; I.SSO, 43-44 Vic, Cap. 58.

Landed Credit Co's to return list of shareholders to Parliament, 1871,
Cap. 7, Sec. 37.

Loan Companies (Foreign) authorized to do business in Ontario ; Ont.,
39 Vic, Cap. 27.

Loan & Landed Credit Co., 1872, Cap. 109. Privileges confirmed,
Que., 1880, 43-44 Vic, Cap. 59.

Loan & Mortgage Co., Quebec, 1875 (2) Cap. 63 ; 1876, Cap. 27, Sec.

15.
London and Canadian Loan & Agency Co. (Limited) 1863 (2) Cap. 50 ;

1872, Cap. 108 ; 1873, Cap, 107; 1876, Cap. 60; 1879, Cap. 75.

London & Ontario Investment Co. (Limited) 1876, Cap. 62; 1877,
Cap. 78.

Manitoba & North- West Loan Co. (Limited) 1879, Cap. 74.

Maritime Savings and Loan Society incorporated, 39 Vic, Cap. (\Q.

Midland Land Co. (Act to amend) 45 Vic, Cap. 77.

Montreal Building Association ; Que., 1868, Cap. 41 ; 1878 (1) Cap.
53. (Name changed to Montreal Investment & Building Co.)

Monti*eal Board of Real Estate Agents incorporated, 1881, 44-45 Vic,
Cap. 68.

Montreal Building Society, incorporated under an Act passed by the

Private and otJter Acts.

411

Lepfislative Assembly, 8 Vic, Cap. 94 ; made permanent, 1863 (1)
Cap. 28.

Montreal Canadian Building Society, Que., 1868, Cap. 40.

Montreal Credit Co., 1874, Cap. 98 ; Que., 1871, Cap. 36 ; 1872, Cap.
62.

Montreal District Permanent Buildinfjf Society of 1863 (1) Cap. 28;
1872, Cap. 109, changes name to Loan & Landed Credit Co.

Montreal (French-Canadian Artisans' Society of) Que., 1876. Cap. 63.

Montreal Investment Association, 1865, (1) Cap. 42; 1873, Cap. 103.

Montreal Investment & Building Co., 1878, Cap. 42 ; Que., 1878 (1)
Cap. 53.

Montreal Investment Trust (Aii Act to incorporate) 1880, 43-44 Vic,
Cap. 39.

Montreal Land Co., Que., 1876, Cap. 70.

Montreal Loan & Landed Credit Co., 1872, Cap. 109.

Montreal Loan & Mortgage Co., Que., 1875 (2) Cap. 63 ; 1876, Cap.
27, Sec 14.

Montreal Permanent Building Society, name changed to The Montreal
Loan & Mortgage Co., Qne., 1875 (2) Cap. 63.

National Investment Co. of Canada (Limited) 1876, Cap. 61 ; 1877,
Cap. 77.

Ottawa Loan & Investment Co., 1874, Cap. 104; 1879, Cap. 74.

Ontario Trust Co., an Act to amend, &c., 45 Vic, Cap. 78.

Permanent Building Societies in Ontario, 1874, Cap. 50 ; 1877, Caps.
48 and 49 ; 1878, Cap. 22.— ( Vide Building Societies.)

Peterborough Heal Estate Investment Co., Limited (Charter granted),
41 Vic.

Provincial Loan Co., changed name, 39 Vic, Cap. 65 ; Que., 38 Vic.
(2) and 39 Vic.

Soclete de Prets et Placements de 1878, Cap. 34; replaces SocietS
de Construction, Mutuelle.

Scottish Canadian Loan Co., 1876 (2), Cap. 59.

Security, Loan and Savings Co., 1876 (2), Cap, 64.

St. Jac<iue8 'Societe de Construction) 1877, Cap. 81.

St. Maurice Lumber and Land Co., Que., 1869, Cap. 65.

St, Pierre Land & Manufacturing Co., Que., 1875 (1) Cap. 84.

Toronto House Building Asfeociation, Act to amend and to change
name, &e., to The Land Security Co., 45 Vic, Cap. 80,

sae

41S

Pri/vate and other Acts.

Trust and Loan Company of Upper Canada, for facilitating conveyance
of lands in Canada through their Commissioners or Attorneys,
1862, Cap. 72 ; amending Acts relating to, &c,, and enlarging the
powers of Co., 1882, 45 Vic, Cap. 111.

Union Loan & Savings Co., 1876 (2), Cap. 63.

United States Corporations may hold lands in Quebec for their occupa-
tion or business prosecution only. Que., 1872, Cap. 25.

Western Canada Loan & Savings Co., 1874, Cap. 101 ; to change name
Out, 39 Vic, Cap. 96.

INDEX.

»^-«

YEAR. PAGE.

A brief review of the progress of Building Societies and Loan

Companies for the past i8 years, their increase, &c. (Preface) 1882 3

Alphabetically arranged Table of Acts and Amendments passed
by the Dominion Parliament, and Legislatures of Ontario
and Quebec 408

Banks and Banking, Acts relating to, Sec, compiled by Wm.

Wilson (Dom. of Can.) 1880 367

Banks, Insurance Companies, Loan Companies, Building Socie-
ties, and Trading Corporations insolvent (Dom. of Can.) 1882 326

UPPER CANADA.

YEAR. PAGE.

Benefit Building Societies. (See Building Societies.)

Building Societies in Upper Canada, first Act passed retained. . 1846 9

Building Societies, An Act respecting 1859 16

Building Societies, Permanent, in Upper Canada, to make further

provisions for 1865 23

LOWER CANADA

PAGE.

Building Societies, An Act respecting 69Con. St. 25

DOMINION OF CANADA

YEAR. PAGE.

Building Societies, Permanent, To make further provisions for,

carrying on business in the Province of Ontario 1874 34

Building Societies — To amend 37 Vic, Cap. 50, respecting

Permanent Building Societies in Ontario 1877 41

Building Societies, Permanent, An Act to amend the Act to

make further provision for the management of, in Ontario. . 1877 42

Building Societies, to make further provision for the regulation

of, in Province of Quebec 1877 52

Building Societies — To amend the law relating to Building

Societies in Ontario 1878 43

Building Societies — Respecting the carrying on business in

Ontario 1879 44

414 INDEX.

YEAR. PAGE.

Building Societies, to provide for the liquidation of, in the

Province of Quebec 1879 62

Building Societies, Permanent, and Loan Companies, An Act for

the relief of 1880 47

Building Societies and Loan and Savings Companies carrying on

business in the Province of Ontario 1882 349

ONTARIO LEGISLATURE.

PAQK.

Building Societies, Respecting R.Stat.O. 97

YEAR. PAGE.

Building Societies, To amend the law respecting 1878 134

Building Societies — To amend tht. Act ... . . 1879 ^35

Building Societies, Loan and Savings Societies and Companies,

for the relief of 1880 137

QUEBEC LEGISLATURE.

YEAR. PAOE.

Building Societies, to amend Cap. 69, Con. Stat. Lower Canada,

providing for their union and fusion 1875 ^66

Building Societies in the Province of Quebec, An Act respecting 1878 168
NOVA SCOTIA LEGISLATURE.

YEAR. PAGE.

Building Societies, Benefit, for the regulation of 1846 217

Building Society, Pictou, to incorporate 1879 228

Building Society, Yarmouth, to incorporate 1880 230

NEW BRUNSWICK LEGISLATURE.

YEAR. PAGE.

Building Societies, Benefit, for the regulation of 1847 ^9^

Building Societies, Benefit, to revive and continue an Act inti-
tuled : An Act for the regulation of 1866 205

Building Societies, Benefit, in amendment of an Act made and
passed in the tenth year of .the reign of Her Majesty, and
an Act, 29th Vic, to revive and continue the same . . . . 187 1 206

Building Society, St. John Real Estate and, to incorporate . . 1871 211

Building Societies, in further amendment of the Law relating

thereto ' 1 880 215

PRINCE EDWARD ISLAND LEGISLATURE.

YEAR- PAGE.

Building Societies, Benefit, for the regulation of 1876 233

NDKX.

415

MANITOBA l.lXnsl.A'l URE

t'AQE.

JJuiMin;^ Societies, formation of, &c 9 Con. Stat. 169

yi;a|{, i'ack,

Canadian Par.ific Railway, respec ting .. .. (Doiii. of Can.) iSSi 300

Companies incorporated under tiie Joint Stock Companies'

Letters Patent Act — to extend tlieir jjowers. . (Ont. Ix-g.) 1881 2; i

IJRiriSH COLUMBIA LECISLA TURK.

YI:AI{ I'A'lK.

Companies' Ordinance, 1866, Ordinance respecting 18% 355

Corporations and Institutions incorporated without to lend and

invest money in Canada (Dom. of Can.) 1874

Corporations and Institutions incorporated out of Ontario to

lend and invest moneys therein .. .. (Ont. Leg.) 163 R.Stat. O. 94

Corporations and other Institutions incorporated out of this
Province to lend and invest money therein, To
authorize (I-eg. of Man.) 30 Con. Stat. Man. 350

YKAK. I'AOK

Credit Foncier Franco-Canadian, To enlarge and extend the

powers of (Dom. of Can.) 1881 113

Credit Foncier Franco-Canadian, Respecting the ..(Ont. Leg.) 1881 287

Credit Foncier of the Dominion ot Canada, To incor-
porate (Dom. of Can.) 1881 117

Duties imposed on Promissory Notes and Bills of Exchange, To

amend and consolidate the law respecting ( Dom. of Can.) 1879 400

Establishment of Investment and Loan Societies, Ordinance to

encourage (Leg. of B C.) 1S69 356

Exhibition Buildings, To extend the powers of Joint Stock

Companies for the erection of (Ont. Leg.) 1880 249

Im])erial Statutes, Respecting Companies incorporated

under .. (Ont. Leg.) 1880 250

Incorporated Companies, Respecting returns required

from (Ont. Leg.) 1882 290

Interest and Moneys secured by Mortgage on Real Estate,

Relating to (Dom. of Can.) 1880 93

Joint Stock Companies, by ^^etters Patent, inrorjjoration, and to

amend the law respecting (Dom. of Can.) 1877 66

Joint Stock Companies,Containinggeneralprovisions,incorporated

by special Act and for certain purposes . . (Ont. Leg.) 149 R.Stat. O. 141

410

INDKX.

PAOK

Joint Stock Companies— respecting the incori)oration by Letters

Patent (Ont. I,eg.) 150 R.Stai.O. i£0

YKAK pa(;e
Joint Stock Comjxinics, Respecting the winding up of (Ont. I-eg.) 1878 266

Joint Stock Companies' Amendments (Ont. F,eg.) 1878 154^

Joint Stock (Companies, To extend the jjowers of, for the erection

of Exhibition buildmgs (Ont. Leg.) 1880 249

Joint Stock Companies, To extend the powers of Comi)anies

incorporated under tlie Letters Patent Act. . (Ont. Leg.) 1881 251

Joint Stock Comi)anies, The incorporation of, by letters Patent,

and regulation of Timber Slide C'ompanies. . (Ont. Leg.) 1881 252

Joint Stock Companies, To confer additional powers

upon (Out. Leg.) 1882 291

Joint Stock ('ompanies, The incorporation of, by Letters Patent,

, and their i)owers (Leg. of Man.) 7 Con. Stat Man. 177

YEAK. P.\GF.

Joint Stock Companies, An Ordinonce to amend the law relating

to (Briti.shCohmibia Leg.) 1866 353

Mortgages and Sales of Personal Property, An Act resjject-

ing (Ont. Leg.) 119 R. Stat. Ont. 260

VKAK PAOE.

Pacific Railway, Canadian, respecting. . ( Dom. of Can.) 1881 300

Permanent Building Societies. (See Building Societies.)

Pictou Permanent Building Society, To incorporate 1879 228

(Nova Scotia Leg.)

Promissory Notes, Drafts, and Bills of Exchange, To repeal the

duty on (Dom. of Can.) 1882 325

Returns re(iuired from incorporated Companies, Respecting . . 1882 290

(Ont. Leg.

Revised Statutes — Amendments (Ont. Leg.) 1878 154J

Revised Statutes respecting Mortgages and Sales of Personal

Property, To amend 1880 257

St. John Real Estate and Building Company, To incorporate 1871 211

(Leg. N.B.)

Timber Slide Companies, For the incorporation and regulation

of (Ont. Leg.) 1881 252

To g've to Mortgagees certain powers now commonly inserted

in Mortgages 1879 284

To amend the Revised Statutes respecting Mortgages and Sales

of Personal Property 1880 257

Yarmouth Building Society, To incorporate (Nova Scotia Leg.) 1880 230

PAOIC

tat.O. iro

KAK PACE

1878 266

878 i54i

880 249

881 2£I
S81 252

882 291

Man. 1 7 7
E.\l{. r.\GK.

866 353
Ont. 260

K\K PACiK.
[881 300

1879 228

.882 325

882 290

878 154*

880 257
871 211

881 252

879 284

880 257
S80 230