Proof. Forfeiture for 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. A certificate under the seal of the company. and purporting to be signed by any of its officers, to the effect that the defendant is a shareholder, that such calls have been made, and that so much is due by him thereon, shall be received in all courts as prima facie evidence to that effect. 31 V., c. 25, s. 28. 4728. If, after such demand or notice as by the lettersnon-payment. patent or by-laws of the company may be prescribed, any call made upon any share or shares be not paid within the time prescribed by the letters-patent or by-laws, the directors, in their discretion, by vote to that effect, reciting the facts and duly recorded in their minutes, may summarily declare forfeited 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-law or otherwise they shall ordain. 31 V., c. 25, s. 29. Calls must be paid before transfer. No shareholder in arrear to vote. Liability of 4729. No share shall be transferable, until the previous calls thereon have been fully paid in, or until declared forfeited for non-payment of calls thereon, or sold under execution. c. 25, s. 30. 31 V., 4730. No shareholder in arrear in respect of any call shall be entitled to vote at any meeting of the company. 31 V., c. 25, s. 31. 4731. Each shareholder, until the whole amount of his shareholders. stock has been paid up, shall be personally liable to the creditors of the company, to an amount equal to that not paid up thereon; but he shall not be liable to an action therefor by any creditors, 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 such shareholder. 31 V., c. 25, s. 42. Liability of limited. 4732. The shareholders shall not as such be held responsishareholders ble for any act, defauit or liability whatever, of the company, or for any engagement, claim, payment, loss, injury, transaction, matter or thing whatever, relating to or connected with the company, beyond the amount of their respective shares in the capital stock thereof. 31 V., c. 25, s. 43. As to stock held by perpresentative capacity. sons in a re 4733. No person holding stock in the company in the name of another shall be personally subject to liability as a shareholder, but the estates and funds in the hands of such person, belonging to the person he represents, shall be liable in like manner, and to the same extent, as the person represented would be, if holding such stock in his own name. 31 V., c. 25. eral security.. 4734. No person holding stock as collateral security shall As to stock be personally subject to such liability, but the person pledging held as collatsuch stock shall be considered as holding the saine and shall be liable as a shareholder accordingly. 31 V., c. 25, s. 44. 4735. Every person holding and possessing shares in the Voting on name of another shall represent the stock in his hands, at all such stock. meetings of the company, and may vote accordingly as a shareholder; and so with every person who pledges his stock. 31 V., c. 25, s. 45. $6.-Dividends. earned not to be paid. 4736. No company shall declare a dividend, the payment Dividend not of which infringes upon or lessens the capital of the company. to infringe capital. No dividend shall be declared or paid, which has not been Dividend unactually earned by the company. 2. The annual dividend may, however, be supplemented or Dividend maypaid entirely out of the reserve fund; but payment of the divi- be suppledend in this way must be publicly announced to the share- mented from holders, at the annual meeting, and duly authorized by a resolution of the company. reserve fund. In default of such resolution, the directors of the company, Liability of voting for or consenting to such increase, shall be jointly and directors if severally liable to the creditors of the company for the amount paid out of of dividend paid in excess of that actually earned. reserve fund, without reso effect. 3. Should any dividend be so declared or paid, the directors lution to that voting for or consenting to the payment of such dividend shall Liability of be jointly and severally liable to the creditors of such company recof for the amounts so paid. 47 V., c. 73, ss. 5. 6, and 8. directors for section. paid when 4737. The directors. who declare and pay any dividend Liability if when the company is insolvent, or any dividend the payment of dividend is which renders the company insolvent, or diminishes the capital company is stock thereof, shall be jointly and severally liable, as well to insolvent. the company as to the individual shareholders and creditors thereof, for all the then existing debts of the company, and for all thereafter contracted during their continuance in office. But if any director present when such dividend is declared How liability may be avoiddo forthwith, or if any director then absent do within twenty-m. 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 do within eight days thereafter publish such protest 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 himself from such liability. 31 V., c. 25, s. 46. $7.-Books to be kept. 4738. The company shall cause a book or books to be kept Books to be by its secretary or by some other officer specially charged with kept. that duty, wherein shall be kept correctly recorded: What they 1. A copy of the letters-patent incorporating the company, of shall contain. any supplementary letters-patent and of all the by-laws thereof; 2. The names, alphabetically arranged, of all persons who are or have been shareholders; Directors transfer of 3. The address and 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 on the stock of each shareholder; 6. All transfers of stock, in their order as presented to the company for entry, with the date and other particulars 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 the several dates at which each became or ceased to be such director. 31 V., c. 25, s. 32. 4739. The directors may refuse to allow the entry, into any may disallow such book, of any transfer, not made by sale under execution, of stock whereof the whole amount has not been paid in; and whenever an entry is made in such book of any such transfer of stock not fully paid in, to a person not being of apparently sufficient means, the directors jointly and severally shall be liable to the creditors of the company, in the same manner and to the same extent as the transferring shareholder would have been, but for such entry. stock in certain cases. Liability of transfer allowed in such cases. How they may avoid such liability. Effect of ed until allowed. But if any director, present when such entry is allowed, 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 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 office or chief place of business of the company, such director may thereby, and not otherwise, exonerate himself from such liability. 31 V., c. 25, s. 33. 4740. No transfer of stock, unless made by sale under transfer limit- 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 entry thereof has been duly made in such books. 31 V., c. 25, s. 34. Books to be open to shareholders and creditors. Books shall be 4741. 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 representatives, at the office or chief place of business of the company. Every such shareholder and creditor, or their representatives, may make extracts therefrom. 31 V., c. 25, s. 35. 4742. In any suit or proceeding against the company or against any shareholder, such books shall be primâ facie evi- evidence. dence of all facts purporting to be thereby stated. 31 V., c. 25, s. 36. true entries. 4743. Every director, officer or servant of the company Penalty for who knowingly makes or assists in making any untrue entry making unin any such 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 liable to a penalty of one hundred dollars for every such untrue entry and for every such refusal or neglect, and also in damages for all loss or injury which any party interested may have sustained thereby. 31 V., c. 25, s. 37. 4744. Every company neglecting to keep such books open Forfeiture of for inspection shall forfeit its corporate rights. 31 V., c. 25, rights for re s. 38. § 8.-Trusts, Contracts, etc. fusing inspection of books. 4745. The company is not bound to see to the execution of Company not any trust, whether express, implied or constructive, in respect of any shares. The receipt of the shareholder in whose name the same may stand in the books of the company, is a valid and binding discharge 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, The company is not bound to see to the application of the money paid upon such receipt. 31 V., c. 25, s. 39. bound to see to execution of trusts. 4746. Every contract, agreement, engagement or bargain Contract, &c., made, and every bill of exchange drawn, accepted or endorsed by company, and every promissory note and cheque made, drawn or endorsed, how executed. 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, shall be binding upon the company. In no case shall it be necessary to have the seal of the com- Seal not nepany affixed to any such contract, agreement, engagement, cessary. 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. The party so acting as agent, officer or servant of the com- Officers not pany, shall not thereby be subjected personally to any liability liable. whatever to any third party therefor. Provided always, that nothing in this article shall be con- Proviso as to strued to authorize the company to issue any note payable to bank notes. the bearer thereof, or any promissory note intended to be circulated as money, or as the note of a bank. 31 V., c. 25, s. 40. 4747. No company shall use any of its funds in the purchase No company, of stock in any other corporation, unless in so far as such unless autho rized, to buy purchase may be specially authorized by its charter and shares in ano- also by the charter of such other corporation. 31 V., c. 25, s. 41. ther. Action be § 9-Suits. 4748. Any description of action may be prosecuted and tween share- maintained between the company and any shareholder there holders and the company. of. Witnesses. Service upon the company. What need be alleged and proved in 2. No shareholder, not being himself a party to such suit, shall be incompetent as a witness therein. 3. Service of all manner of summons or proceedings 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 person in charge thereof, or elsewhere with the president or secretary thereof; or if the company have no known office or chief place of business, or have no known president or secretary, then, upon return to that effect duly made, the court or judge orders such publication as it may deem requisite to be made in the premises, for at least one month, in at least one newspaper. Such publication shall be held to be due service upon the company. 31 V., c. 25, ss. 49 and 50; C. C. P., 63. 4749. In any action or other legal proceeding, it shall not be requisite to set forth the mode of incorporation of the comsuch actions. pany, otherwise than by mention of it under its corporate Forfeiture of charter by non-user. Company to name, as incorporated by virtue of letters-patent, or of letterspatent and supplementary letters-patent, as the case may be, under this section; and the notice in the Quebec Official Gazette of the issue thereof shall be prima facie proof of all things thereby declared. On production of the letters-patent or supplementary letterspatent themselves, or of any exemplification or copy thereof under the Great Seal, the fact of such notice shall be presumed; and, save only in any proceeding, by scire facias or otherwise, for direct impeachment thereof, the letters-patent or supplementary letters-patent themselves, or any exemplification or copy thereof under the Great Seal, shall be conclusive proof of every matter and thing therein set forth. 31 V., c. 25, s. 51. § 10.-Miscellaneous. 4750. The charter of the company shall be forfeited by non-user during three consecutive 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 forfeiture by any act of the Legislature shall be deemed an infringement of such charter. 31 V., c. 25, s. 52. 4751. The company shall be subject to such further and he subject to other provisions as the Legislature may hereafter deem expedient to enact. 31 V., c. 25, s. 53. further laws. |