who does not record his vote in opposition thereto, shall be jointly and severally liable to the company in the same manner and to the same extent as the transferring shareholder but for such entry would have been liable. clerks and ser 77. (1) The directors of the company shall be Liability to jointly and severally liable to the clerks and servants vants for salary thereof for all debts, not exceeding three months' salary etc. or wages, due for services performed for the company whilst they are such directors respectively; provided that no director shall be liable to an action therefor, unless the company is sued therefor within one year after the debt became due, nor unless such director is sued therefor within one year from the time when he ceased to be such director, nor unless an execution against the company at the suit of such clerk or servant is returned unsatisfied in whole or in part. coverable. (2) The amount unsatisfied on such execution shall Amount rebe the amount recoverable with costs from all directors. PURCHASE AND SALE. business assets 78. (1) The company may purchase the whole or May purchase any part of the business, assets, rights, credits, effects of another and property belonging to any other company, and company. may assume and undertake to pay in connection with such purchase the whole or any part of the liabilities of such other company, provided such other company is a loan company within the meaning of this Act. (2) The consideration for the business and proper-Consideration. ty so purchased may be cash or shares in the company's stock, either fully paid up or partly paid, or in part cash and in part shares either fully paid up or partly paid, or such other consideration as may be agreed upon. (3) The respective companies may enter into an Agreement for agreement for such purchase and sale and do all other purchase and acts not inconsistent herewith to carry the same into effect. sale. be submitted Agreement to (4) The agreement shall first be submitted to the to shareholders. shareholders of each of the said companies at a meeting thereof duly called and held separately for the purpose of taking the same into consideration, and if at each such meeting the same is accepted and approved by resolution passed by shareholders present or represented by proxy, and holding not less than two-thirds of all the shares of the issued capital stock of the company, the said agreement may be executed under the corporate seal of the companies. Agreement to Rights incon sistent with (5) No such agreement shall become operative and effective until it has been submitted to and approved by the Governor-in-Council, and unless it appears that the approval of such agreement would not be in the public interest, the Governor-in-Council may grant the same and issue a certificate confirming said agree ment. (6) Any rights so purchased by the company which Act ineffective. are inconsistent with the provisions of this Act shall cease to have effect. Assets, etc., vested in pur pany. 79. (1) On and after the date of such certificate chasing com- the assets purchased and sold shall, in accordance with and subject to the terms of such agreement and without any further conveyance, become vested in the purchasing company. Selling com pany to execute conveyances, etc. Holder of de benture stock change for that company. (2) The selling company shall, subject to the terms of said agreement, execute such formal and separate conveyances, assignments and assurances for registration purposes or otherwise as may reasonably be required to confirm or evidence the vesting in the purchasing company of the full title and ownership of the assets purchased and sold. 80. In case any company whose assets are acquired in selling com- by the company has issued debenture stock, and such pany may ex- debenture stock is outstanding at the date of the acof purchasing quisition aforesaid, the directors of the company may, if and when they think fit, and either with or without the sanction of the shareholders, issue debenture stock to the extent of the nominal value of the debenture stock of such other company outstanding as aforesaid, and may, with the consent of any holder of debenture stock in such other company give to him, in lieu of the debenture stock held by him, debenture stock of the company on such terms as may be agreed upon. of business, etc. 81. The company shall have power to sell and dis- company may pose of the whole or any part of the business, rights, sell and dispose credits, effects and property of the company for such consideration as the company may think fit; provided Proviso. that no such sale or disposal shall be made until it is approved at a meeting of shareholders duly called for that purpose, at which meeting two-thirds in value of the issued shares are represented by shareholders in person or by proxy, and provided further that no such sale or disposal shall take effect until it has been submitted to and approved of by the Minister. PENALTIES. paying incor expenses. 82. Any director who authorizes payment of or Authorizing or any manager or any other officer or servant of the poration, etc.. company who pays or causes to be paid any money for or on account of the incorporation or organization expenses of the company after the certificate permitting the company to commence business has been obtained from the Minister, except and unless the liability so paid has been disclosed to the Minister at the time of the application for such certificate, is liable on summary conviction to imprisonment for a term not exceeding two years. neglecting to entries. 83. Every director, officer and servant of the com- Refusing or pany who refuses or wilfully neglects to make any make proper proper entry in the books of the company is liable on summary conviction to imprisonment for a term not exceeding two years. tive statement 84. The making of any wilfully false or deceptive False or decepstatement in any account, statement, return, report or in accounts etc. other document respecting the affairs of the company, or the using of any false or deceptive statement in any account, statement, return, report or other document respecting the affairs of the company with intent to deceive or mislead any person, is an offence punishable on summary conviction by imprisonment for a term not exceeding two years. concurring in deceptive statements. Approving or 85. Every director, auditor, manager or other officer of the company, and every auditor and inspector who negligently prepares, signs, approves or concurs in any account, statement, return, report or document respecting the affairs of the company containing any false or deceptive statement, is liable on summary conviction to imprisonment for a term not exceeding three years. Refusal or neglect to pro 86. Every director, officer and servant of the comduce books, etc. pany who, on the application of any shareholder or creditor, his attorney or agent, refuses or neglects to produce the books of the company within his power or control containing the names of the persons who are or have been shareholders, or who refuses or neglects to produce the books of account of the company within his power or control, or who refuses or neglects to allow any such books to be inspected and extracts to be taken therefrom during reasonable business hours of any juridical day, is guilty of an offence and liable on summary conviction to a penalty not exceeding fifty dollars and costs. Refusal to pro 87. Every director, officer and servant of the comduce books, etc. pany who refuses to produce for examination to an inspector appointed under this Act to investigate the affairs and management of the company, all books and documents in his custody or control, is guilty of an offence and liable on summary conviction to a penalty not exceeding fifty dollars and costs. Neglect to transmit ment. 88. Every company which neglects to prepare and transmit to the Minister on or before the first day of annual state March in each year a statement verified as required by this Act and setting forth the particulars as to capital stock, assets and liabilities and such other details as is by this Act required, shall incur a penalty of twenty dollars for each and every day during which such neglect continues. Penalties recoverable. 89. (1) The amount of the penalties imposed upon a company or person for any violation of this Act shall, unless otherwise provided by this Act, be recoverable and enforceable with costs at the suit of His Majesty instituted by the Attorney-General of Nova Scotia or by the Minister, in any court of competent jurisdiction. penalties. (2) Such penalties shall, unless otherwise provided Disposition of by this Act, belong to the Crown for the public uses of Nova Scotia; provided that the Governor-in-Council, on the report of the Minister, may direct that any portion of any penalty be remitted. SCHEDULE "A." MODEL BILL. For Incorporation of a Loan Company. An Act to Incorporate The (State the Name of Company). Be it enacted by the Governor, Council, and Assembly, as follows: 1. (Insert names of the persons applying for incorporation), together with such persons as become shareholders in the company, are incorporated under the name of (state name of company) hereinafter called "the company.' 2. The persons named in Section 1 of this Act (or as the case may be) shall be the provisional directors of the company. (The name, address and description of each director must be given). 3. The capital stock of the company shall be..... dollars, which may be increased to........dollars. 4. The head office of the company shall be in the ..of.... .in the Province of... 5. The company shall have all the powers, privileges and immunities conferred by and be subject to all the limitations, liabilities and provisions of The Loan Companies Act, 1922. Schedule A. |