Proviso: to law, but such action or actions shall not exempt the Corporation, or their lands, tenements, goods or chattels from being also liable for such excess: Provided always, that if any DiDirectors may rector present at the time of contracting any such excess of avoid liability by protest and debt, do forthwith, or if any Director absent at the time of conpublication. tracting any such excess of debt, do within twenty-four hours after he shall have obtained a knowledge thereof, enter on the minutes or register of proceedings of the Corporation, his protest against the same, and do, within eight days thereafter publish such protest in at least one newspaper published in the Town of St. Catherines, such Director may thereby, and not otherwise, exonerate and discharge himself, his heirs, executors and administrators or curators from the liability aforesaid; any thing herein contained, or any law to the contrary notwithstanding: And provided always, that such publication shall not exonerate any Director from his liability as a Shareholder. Proviso. Liability of Shareholders defined and limited. Proviso. Monthly state ments of affairs of the Bank to be lished. XXXIV. In the event of the property and assets of the Corporation hereby constituted, becoming insufficient to liquidate the liabilities and engagements or debts thereof, the Shareholders of the Corporation, in their private or natural capacities, shall be liable and responsible for the deficiency, but to no greater extent than to double the amount of their Capital Stock, that is to say, that the liability and responsibility of each Shareholder shall be limited to the amount of his or her share or shares of the said Capital Stock, and a sum of money equal in amount thereto : Provided always, that nothing in this section contained shall be construed to alter or diminish the additional liabilities of the Directors of the Corporation hereinbefore mentioned and declared. XXXV. Besides the detailed statement of the affairs of the said Corporation hereinbefore required to be laid before the Shareholders thereof, at their annual general meeting, the Dimade and pub- rectors shall make up and publish, on the first day of each month, in every year, statements of the assets and liabilities of the Corporation, in the form of the Schedule B hereunto annexed, shewing under the heads specified in the said form, the average of the amount of the notes of the Corporation in circulation and other liabilities, at the termination of each month, and the average amount of specie and other assets which at the same time, were available to meet the same: and it shall also be the duty of the Directors to submit to the Governor of this Province, a copy of each of such monthly statements; and if by him required to verify all or any part of the said statement, the said Directors shall verify the same by the production of the monthly balance-sheet, from which the said statement Proviso: Gov- shall have been compiled; and furthermore, the said Directors require fur- shall from time to time, when required, furnish to the said ther informa- Governor of this Province, such further information respecting the state and proceedings of the Corporation, and of the several branches and offices of discount and deposit thereof, as How verified. ernor may 、tion. such such Governor, of this Province, may reasonably see fit liabilities of XXXVI. This Act of Incorporation and the privileges hereby Corporation to granted to the said Company is and are granted upon the ex- assume the press condition that the said Company shall assume and pay the Bank at and shall be held and bound and liable to pay all and every the St. Catherines notes and bills in circulation and all other the debts and liabi- under the free lities of the Bank constituted and now existing in the Town Barking Act. of St. Catherines aforesaid, under the Free Banking Act hereinbefore mentioned: and the Corporation by this Act constituted by the name of the Niagara District Bank, shall be and they are hereby empowered and authorized, in their said corporate name, to demand, sue for, recover and receive all the debts remaining due and owing to the aforesaid Bank, in like manner as effectually as if the said debts were contracted with and had become due and owing to the said Corporation hereby constituted; any law, usage or custom to the contrary notwithstanding. to Bouds, &c., XXXVII. The bonds, obligations, bills obligatory or of Act to apply credit, and other bills and notes and the securities for money of Free Bank and effects of the Bank herein before mentioned, constituted by aforesaid. the Free Banking Act aforesaid, shall be held, deemed and adjudged to be within the true intent, meaning and provisions of the last six sections of this Act, any thing herein or any law to the contrary notwithstanding. year, when XXXVIII. The said Corporation shall be duly organized and Bank to be in operation under this Act within twelve months after the organized passing of the same, to entitle the said Company to the provi- within one sions thereof, and the said Bank now existing at St. Catherines, the said Free under the provision of the said Free Banking Act shall cease, Bank shall and all and every its assets, property and effects and rights and cease. interests shall become and be and they are hereby merged and vested in the Corporation by this Act constituted: Provided that Proviso. in the event of the said organization not having been effected within the time aforesaid, the Bank now existing at St. Catherines shall not lose their privileges obtained under the Free Banking Act. 56 XXXIX. One tenth of paid up Capi vested in De tal to be in bentures of certain kinds. made. XXXIX. It shall be the duty of the Directors of the said Bank to keep invested at all times in the Debentures of this Province, payable within the same, or of the Consolidated Municipal Loan Fund, one tenth part of the whole paid up Capital of the said Bank, and to make a Return of the Return to be numbers and amount of such Debentures, verified by the oaths and signatures of the President and Chief Cashier or Manager of the said Bank, to the Inspector General, in the month of January of each year, under the penalty of the forfeiture of the Charter of the said Bank, in default of such investment and Return Provided always, that the Directors shall at no time keep invested in such Debentures a smaller sum than ten thousand pounds. Proviso. Duration of Act. Public Act. XL. This Act shall be and remain in force until the first day of June which will be in the year of our Lord, one thousand eight hundred and seventy, and from that time until the end of the then next Session of the Parliament of this Province, and no longer. XLI. This Act shall be a Public Act. FORM OF SCHEDULE A Referred to in the twenty-fifth Section of the foregoing Act. currency, amounting to the sum of pounds, shillings, shillings) in the Capital Stock of the Niagara District Bank, subject to the rules and regulations of the said Bank. Witness my (or our) hand (or hands) at the said Bank, this in the year one thousand eight hundred day of and (Signature.) I (or we) do hereby accept the foregoing assignment of shares in the Stock of the Niagara District Bank, assigned to me (or us) as above mentioned, at the Bank, this one thousand eight hundred and day of (Signature.) FORM FORM OF SCHEDULE B Referred to in the thirty-fifth section of the foregoing Act. Return of the Average Amount of Liabilities and Assets of LIABILITIES. Promissory Notes in circulation not bearing interest..£ ... Total average Liabilities... £ £ ..£ ..£ £ Notes and Bills discounted, or other Debts due to the CAP. CCV. An Act to incorporate the Bank of Toronto. £ [Assented to 19th May, 1855.] HEREAS William Gamble, William P. Howland, John Preamble. Brunskill, George P. Dickson, W. R. Wadsworth, J. B. Warren, Abraham Reesor, David McDougall, John W. Gamble, Ebenezer Perry, John Proudfoot, Gooderham and Worts, Thomas R. Merritt, Thomas N. Gibbs, George Wright, G. McKay, Thomas Short, A. Farewell, H. Daniels, John L. Ranney, John C. Hyde, Donald Sutherland, Daniel Way, William Helliwell, and others, have by their Petition prayed that they and their legal representatives might be incorporated for the purpose of establishing a Bank in the city of Toronto; And whereas it would be conducive to the general prosperity of that section of the Country and greatly facilitate and promote the agricultural and commercial growth of the said locality; And whereas it is but just that the said persons and others who see fit to associate themselves should be incorporated for the said purpose: 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 the 56 * Province Certain persons incorporated. Corporate name and general pow ers. limited. Province of Canada, constituted and assembled by virtue of and under the authority of an Act passed in the Parliament of the United Kingdom of Great Britain and Ireland, and intituled, An Act to re-unite the Provinces of Upper and Lower Canada, and for the Government of Canada, and it is hereby enacted by the authority of the same, as follows: I. The several persons hereinabove named, and such other persons as may become Shareholders in the Company to be by this Act created, and their assigns, shall be and they are hereby created, constituted and declared to be a Corporation, body corporate and Politic, by the name of the " Bank of Toronto, and shall continue such Corporation, and shall have perpetual succession and a corporate seal, with power to alter and change the same at pleasure, and may sue and be sued, implead or be impleaded in all Courts of Law as other Corporations Real property may do, and shall have the power to acquire and hold real and immoveable estate for the management of their business, not exceeding the yearly value of two thousand five hundred pounds currency, and may sell, alienate or exchange the same and acquire other instead, and may, when duly organized as hereinafter provided, make, ordain and establish such Rules, Regulations and By-laws as to them shall seem meet and necessary for the due and proper administration of their affairs, and the due management of the said Bank, (such By-laws and Regulations not being inconsistent with this Act, or contrary to the laws of this Province): Provided however, that such They must be Rules, Regulations and By-laws shall be submitted for apapproved by Stockholders. proval to the Stockholders or Shareholders in the said Bank, at their regular Annual Meetings. May make Proviso: Capital £500, 000 in shares of £25. First General £100,000 are Election of II. The Capital Stock of the said Bank shall be five hundred thousand pounds of lawful money aforesaid, divided into twenty thousand shares of twenty-five pounds of like money each, which said shares shall be and are hereby vested in the several persons who shall subscribe for the same, their legal representatives and assigns. III. As soon as the sum of one hundred thousand pounds of Meeting when the said Capital Stock shall have been subscribed and twentysubscribed five thousand pounds actually paid in thereupon, it shall and and £25,000 may be lawful for the subscribers, or the majority of them, to paid in. call a meeting at some place to be named, in the City of Toronto, for the purpose of proceeding to the election of the number of Directors for the said Bank hereinafter mentioned, and such election shall then and there be made by a majority of shares voted upon in the manner hereinafter prescribed in respect of the annual election of Directors, and the persons then and there Term of Ser- chosen shall be the first Directors, and shall be capable of serving until the first Wednesday of May then next ensuing the said election Provided always that no such meeting of the said Notice to be subscribers shall take place until a notice specifying the objects vice. Proviso: given. of |