panies. alienate and convey, any real estate, requisite for the carrying porate powers. on of its undertaking, and shall forthwith become and be of such cominvested with all 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 to the carrying on of its undertaking, as though incorporated by a charter from the Legislature, making it by that name a body politic and corporate, and embodying all the provisions of this section and of the letters-patent. 31 V., c. 25, s. 8. 4706. The directors of the company may, if they see fit, at Increase of any time after the whole capital stock of the company has capital. been allotted and paid in, but not sooner, make a by-law for increasing the capital stock of the company to any amount which they may consider requisite in order to the due carrying out of the objects of the company. in by-law for that purpose. 2. Such by-law shall declare the number and value of the Contents of shares of the new stock, and prescribe the manner which the same shall be allotted; in default of its so doing, the control of such allotment shall be held to vest absolutely in the directors. 31 V., c. 25, s. 9. 4707. The directors of the company, if they see fit at any Reduction of time, may make a by-law for decreasing the capital stock of capital. the company to any amount which they may consider sufficient in order to the due carrying 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 rules by which the same shall be made. 31 V., c. 25, s. 10. Contents of by-law for that purpose. shareholders 4708. But no by-law, for increasing or decreasing the By-law to be capital stock of the company, shall have any force or effect approved by whatever, until after it has been sanctioned by a vote of not and confirmed less than two-thirds in amount of the shareholders at a general by supplemenmeeting of the company duly called for considering the same, patent. tary lettersand has afterwards been confirmed by supplementary letterspatent. 31 V., c. 25, s. 11. tary letters 4709. At any time, not more than six months after such Petition for sanction of such by-law, the directors may petition the supplemenLieutenant-Governor, through the Provincial Secretary, for patent. the issue of supplementary letters-patent, to confirm the same. duced with 2. With such petition they must produce such by-law, and By-law, &c., establish, to the satisfaction of the Secretary or of such other to be proofficer as may be charged by order of the Lieutenant-Governor petition. in Council to report thereon, the due passage and sanction of such by-law, and the bond fide character of the increase or decrease of capital thereby provided for. 3. To that end the Secretary or such officer may take and Powers of offi to report on cer charged keep of record any requisite evidence in writing under oath or affirmation, and may administer every requisite oath or affirmation. 31 V., c. 25, s. 12. petition. Granting of supplementary letters patent; notice. Effect thereof. Powers of the company to be subject to this section. Directors. First directors. Qualification of directors. Elections. When not otherwise 4710. Upon due proof so made, the Lieutenant-Governor in Council may grant such supplementary letters-patent under the Great Seal; and notice thereof shall be forthwith given by the Provincial Secretary in the Quebec Official Gazette, in the form of the schedule B of this section. 2. From the date of the supplementary letters-patent, 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 decreased, shall become subject to the provisions of this section, in like manner (so far as may be) as though every part thereof had formed part of the stock of the company originally subscribed. 31 V., c. 25, s. 13. 4711. 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 section. 31 V., c. 25, s. 14. § 4.-Directors. 4712. The affairs of the company shall be managed by a board of not less than three, or more than nine directors. The persons named as such in the letters-patent shall be the directors of the company, until replaced by others duly named in their stead. 31 V., c. 25, ss. 15 and 16. 4713. No person shall be elected or named as a director thereafter, unless he be a shareholder, owning stock absolutely in his own right, and not in arrear in respect of any call thereon. The major part of the after-directors of the company shall further, at all times, be persons resident in Canada and subjects of Her Majesty by birth or naturalization. 31 V., c. 25, s, 17. 4714. The after directors shall be elected by the shareholders, in general meeting of the company assembled, 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. 31 V., c. 25, s. 18. 4715. In default only of other express provisions in such provided for. behalf, by the letters-patent or by-laws of the company: Time for elec- 1. Such election shall take place yearly, all the members of the board retiring, and, if otherwise qualified, being eligible for re-election; tions. Notice. 2. Notice of the time and place for holding general meetings shall be given at least ten days previously thereto, in some news paper published at or as near as may be to the office or chief place of business of the company: 3. At all general meetings, every shareholder shall be enti- Right to vote. tled to as many votes as he owns shares in the company, and Proxy. may vote by proxy; 4. Elections of directors shall be by ballot; Ballot. 5. Vacancies occurring in the board of directors may be filled Vacancies. for the unexpired remainder of the term, by the board, from among the qualified shareholders; 6. The directors from time to time elect from among them- President. selves a president; and shall also name, and may remove at Other officers. pleasure, all other officers of the company. 31 V., c. 25, s. 19. tion. 4716. If at any time an election of directors be not made In case of failor do not take effect at the proper time, the company shall not ure of elecbe held to be thereby dissolved; but such election may take place at any general meeting duly called for that purpose; and the retiring directors shall continue in office until their successors are elected. 31 V., c. 25, s. 20. 4717. The directors have full power in all things to admin- Powers of ister the affairs of the company, and may make or cause to be directors. made for it any description of contract which the company may lawfully enter into ; and may from time to time make by-laws May make bynot contrary to law, or to the letters-patent of the company, laws to regulate: 1. The allotment of stock; 2. The making of calls thereon; 3. The payment of calls; 4. The issue and registration of certificates of stock; of; 5. The forfeiture of stock for non-payment; 6. The disposal of forfeited stock and of the proceeds there 7. The transfer of stock; 8. The declaration and payment of dividends ; 9. The number of directors and their term of office; 10. The amount of their stock qualification; 11. The appointment, functions, duties and removal of all agents, officers and servants of the company; 12. The security to be given by them to the company; 13. Their remuneration and that of the directors if they have & right thereto; 14. The time at which and the place within this Province where the annual meetings of the company shall be held, and the places where its business shall be conducted; 15. The calling of meetings, regular and special, of the board of directors and of the company; 16. The quorum; 17. The requirement as 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 the conduct in all other particulars of the affairs of the compa ny. And for what purposes. Repeal, etc., by-laws. By-laws must be confirmed by general meeting. Proof of by laws. They may also, from time to time, repeal, amend or re-enact such by-laws. Every such by-law, and every repeal, amendment or reenactment 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, from that time only, cease to have force. 31 V., c. 25, s. 21. 4718. 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 as prima facie evidence of such by-law in all courts of justice in this Province. 31 V., c. 25, s. 23. No money to 4719. No loan shall be made by the company to any sharebe lent to shareholders. holder, and if such be made, all directors and other officers of the company making the same, or in any wise assenting thereto, shall be jointly and severally liable for all debts of the company contracted from the time of the making of such loan to that of the repayment thereof, towards the company for the amount of such loan, and also towards third parties, to the extent of such loan with legal interest. 31 V., c. 25, s. 47. Subsidiary liability of directors to laborers, ser vants, &c. Calling of special meetings. Capital stock of joint stock companies. Amount paid lished. 4720. The directors shall be jointly and severally liable to the laborers, servants and apprentices of the company for all debts, not exceeding one year's wages, due for services 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 director, nor yet before an execution against the company has been returned unsatisfied in whole or part, The amount due on such execution shall be the amount recoverable with costs against the directors. 31 V., c. 25, s. 48. § 5.-Shareholders, Shares and Calls. 4721. One fourth part in value of the shareholders of the company has, at all times, 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. 31 V., c. 25, s. 22. 4722. The capital stock of all joint stock companies shall consist of that portion of the amount authorized by the charter, which shall have been bona fide subscribed for and allotted, and shall be paid in cash. The amount of paid up capital, from year to year, shall be in to be pub- published annually in a report to the shareholders of the company. 2. The property accounts of a company shall represent only ty accounts to the amount of the actual bond fide outlay necessary for the What proper represent. undertaking. No stock shall be issued to represent the increased value of Stock not to any property. be issued Any such issue shall be null and void. 3. The practice, commonly known as watering of stock, is Watering of prohibited, and all stock so issued shall be null and void. stock forbidden; tion of sur 4. The capitalization of surplus earnings, and the issue of Capitalizastock to represent such capitalized surplus are also prohibited, plus earnings, and all stock so issued shall be null and void, and the direc- &c., forbidtors consenting to such issue of stock shall be jointly and den. severally liable to the holders thereof for the re-imbursement of the amount paid for such stock. 5. Every form and manner of fictitious capitalization of Fictitious stock in any joint stock company, or the issuing of stock which capitalization of stock, &c., is not represented by a legitimate and necessary expenditure forbidden. in the interest of such company, and not represented by an amount in cash paid into the treasury of the company, which has been expended for the promotion of the objects of the company, is prohibited, and all such stock shall be null and void. 47 V., c. 73, ss. 1, 2, 3, 4 and 7. 4723. The stock of the company is deemed to be personal Transfer of estate, and shall be transferable, in such manner only, and stock. subject to all such conditions and restrictions, as by this section or by the letters-patent, or the by-laws of the company shall be prescribed. 31 V., c. 25, s. 24. 4724. If the letters-patent make no other definite provi- Allotment of sions, the stock of the company, so far as the same is not allot- stock. ted thereby, shall be allotted when and as the directors, by by-law or otherwise, may ordain. 31 V., c. 25, s. 25. 4725. The directors may call in and demand from the Calls on shareholders, all sums of money by them subscribed, at such stock. times and places, and in such payments or instalments, as the letters-patent, or this section, or the by-laws of the company may require or allow. Interest shall accrue and fall due, at the rate of six per Interest on cent. per annum, upon the amount of any unpaid call, from the calls unpaid. day appointed for the payment of such call. 31 V., c. 25, s. 26. 4726. Not less than ten per cent. upon the allotted stock Amount of of the company shall, by means of one or more calls, be called calls. in and made payable within one year from the incorporation of the company. For every year thereafter, at least a further five per cent. shall in like manner be called in and made payable, until one half has been so called in. 31 V., c. 25, s. 27. calls. 4727. The company may enforce payment of all calls and Enforcing interest thereon, by action in any competent court; and in payment of such action it shall not be necessary to set forth the special What only matter, but it shall be sufficient to declare that the defendant need be allegis a holder of one share or more, stating the number of shares, ed. |