9. SURETYSHIP OF COMPANIES. CHAP. 181.-ACCEPTANCE OF GUARANTEE COMPANIES AS SURETIES, p. 1728. Building and Societies and rations may accept security of certain compa nies for their officers. Such security may be taken instead of ex isting securities. Bonds of Guarantee Com panies may be taken as security in other cases. CHAPTER 181. An Act respecting the Acceptance of certain Incorporated Companies as Sureties. ER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: 1. Notwithstanding anything in any Act of the Legislature of this Province passed with respect to building societies, benevolent societies or other corporations, the bonds or policies of guarantee of any incorporated or joint stock company formed and empowered to grant guarantees, bonds or policies, for the integrity and faithful accounting of public officers, or for like purposes, may be accepted instead of, or in addition to, the bond or security of any officer or servant of such society or corporation, in all cases where, by the provisions of such Act, or of any by-law or rule of such society or corporation, such officer or servant is required to give security, either by himself, or by himself and a surety or sureties, and where the parties directed or authorized to take such security see fit to accept the bond or policy of such company as aforesaid, and approve the terms and conditions thereof; and all the provisions in any such Acts relating to such security to be given by any officer or servant, or his sureties, shall apply to the bonds or policies of guarantee of such company as aforesaid. R. S. O. 1877, c. 173, s. 1. 2. The bonds or policies of guarantee of any such company may be taken instead of or in substitution for any existing securities, if the parties directed or authorized as aforesaid see fit, whereupon the existing securities shall be delivered up to be cancelled. R. S. O. 1877, c. 173, s. 2. 3. Notwithstanding the provisions of any Act of the Legislature of this Province, the bonds or policies of guarantee of any such incorporated company empowered to grant guarantees, bonds or policies for the integrity and faith ful accounting of public officers, or others, or for like purposes -as shall be approved for this purpose by the Lieutenant-Governor in Council, may be accepted by a Judge or other person authorized or required to take security for the due performance of any duty, instead of, or in addition to, the bond or security of a surety or sureties, if the Judge or other person sees fit to accept such bond or policy as aforesaid, and approves the conditions and terms thereof; and all the provisions in any such Act relating to the security to be given by any person to whom any duty is committed, or his surety or sureties, shall apply to the bonds or policies of guarantee of such company as aforesaid. 42 V. c. 30, s. 1. 10. INVESTMENTS BY CORPORATIONS. CHAP. 182.-INVESTMENTS BY CORPORATIONS, p. 1729. CHAPTER 182. An Act respecting Investments by Corporations. HER ER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: tions. 1. All corporations having money in their hands which Investments it is their duty, or is in their discretion, to invest, may invest by corporathe same, if they see fit, in securities, which are a first charge on land held in fee simple: provided that such investments are in other respects reasonable and proper. This section applies to investments made before the 25th day of March, 1886, whether such investments were or were not authorized by any Statute then in force applying to such corporations. 49 V. e. 16, s. 25 (1). 2. This Act does not apply to investments by municipal Application of corporations. 49 V. c. 16, s. 25 (2). Act. 11. WINDING UP OF COMPANIES. CHAP. 183.-WINDING UP OF JOINT STOCK COMPANIES, p. 1730. CHAPTER 183. An Act respecting the winding up of Joint Stock Short title. Application of ER MAJESTY, by and with the 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' Winding-up Act." 41 V. c. 5, s. 1. 2. This Act shall apply to all incorporated companies or associations incorporated by the Legislature of this Province, or under the authority of any Act of this Province, and to all companies and associations which were incorporated by the Parliament of the Province of Upper Canada, or of the Province of Canada, or under the authority of any Act of the Province of Canada, whose incorporation and the affairs thereof, in the particulars hereinafter mentioned, are subject to the legislative authority of this Province. 41 V. c. 5, s. 2. INTERPRETATION. 3. Where the words following occur in this Act they shall be construed in the manner hereinafter mentioned, unless a contrary intention appears: 1. Court" means any County Court; and any Judge of a "Court." County Court may at any time exercise all the powers con- Power of ferred by this Act upon the Court; County Court 2. "Contributory" means every person liable to contribute “Contributo the assets of a company under this Act, in the event of the tory." same being wound up: it shall, also, in all proceedings prior to the final determination of such persons, include any person alleged to be a contributory; tory. 3. If a contributory dies either before or after he has Case of death been placed on the list of contributories hereinafter mentioned, of contribu his personal representatives, heirs and devisees shall be liable in due course of administration to contribute to the assets of the company in discharge of the liability of such deceased contributory, and such personal representatives, heirs, and devisees shall be deemed to be contributories accordingly; tion." 4. Extraordinary resolution" means a resolution passed by "Extraordi a majority of not less than three-fourths of such members of nary resoluthe company, for the time being entitled to vote, as may be present in person, or by proxy (in cases where by the Act or charter or instrument of incorporation or the regulations of the company proxies are allowed), at any general meeting of which notice specifying the intention to propose such resolution has been duly given; lution." 5. "Special resolution" means a resolution passed in the "Special resomanner necessary for an extraordinary resolution, where the resolution after having been so passed as aforesaid has been confirmed by a majority of such members (entitled according to the Act, charter or instrument of incorporation or the regulations of the company to vote) as may be present, in person or by proxy, at a subsequent general meeting of which notice has been 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 first passed. 41 V. c. 5, s. 3. WHEN COMPANIES MAY BE WOUND UP. 4. A company may be wound up under this Act: wound up vol 1. Where the period, if any, fixed for the duration of the When comCompany by the Act, charter or instrument of incorporation panies may be has expired; or where the event (if any) has occurred, upon untarily. the occurrence of which it is provided by the Act or charter or instrument of incorporation that the company is to be dissolved, and the company in general meeting has passed a resolution requiring the company to be wound up; On special resolution. On extraordinary resolution When by order of the court. Commence 2. Where the company has passed a special resolution (as herein before defined) requiring the company to be wound up; 3. Where the company (though it may be solvent as respects creditors) has passed an extraordinary resolution (as herein before 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. 41 V. c. 5, s. 4. 5. Where no such resolution has been passed as mentioned in the next 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 up. should be wound up. 41 V. c. 5, s. 5. 6. A winding up shall be deemed to commence at the time nent of wind- of the passing of the resolution authorizing the winding up, or of making the order directing the winding up. 41 V. c. 5, s. 6. ing up. Registration order. REGISTRATION. 7. A copy of the resolution or order for winding up, certified of winding up by the liquidator, may be registered in the registry office of any registry division wherein the company may have any real estate; the resolution or order shall be accompanied by a description of the real estate belonging to the company in the registry division, and certified by the liquidator to be a correct description; and the registrar shall register the order and description upon payment to him of a fee of $1. 41 V. c. 5, s. 7. Consequences of commenc ing to wind up. Extent to which com after com mencement of winding up. CONSEQUENCES OF COMMENCING TO WIND UP. 8. The following consequences shall ensue upon the commencement of the winding up of a company under the authority of this Act: 1. The company shall, from the date of the commencement pany to exist of the winding up, cease to carry on its business, except in so far as may be required for the beneficial winding up thereof; and any transfers of shares, except transfers made to or with the sanction of the liquidators, or any alteration in the status of the members of the company, after the commencement of the winding up, shall be void, but the corporate state and all the corporate powers of the company shall, notwithstanding it may be otherwise provided by the Act, charter, or instrument of incorporation, continue until the affairs of the company are wound up. Transfer of shares. Property of company. 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 otherwise |