term of office. therein as such notice shall indicate; and at such meeting Election of the subscribers shall proceed to elect ten directors having the Directors and requisite stock qualification who shall from thenceforward manage the affairs of the said corporation, and take charge of the stock books hereinbefore referred to, and shall continue in office until the first Wednesday in July, which shall be in the year next after the year in which they are so elected and until their successors in office shall be duly elected; and im- When to commediately upon such election being had the functions of the mence busisaid Provisional Directors shall cease, and then, and not before, the bank may commence business." ness. 2. Section four of the said Act is hereby repealed, and the Sect. 4 refollowing substituted therefor : pealed. "4. The chief place or seat of business of the said Bank New section, shall be in the City of Montreal.” Chief office. 3. The time limited by the sixth section of the said Duration of Act intituled "An Act to incorporate the London and Canada corporation Bank," is hereby extended for the further period of twelve months. extended. no new cor 4. The corporate name of the said Bank is hereby changed Name of bank from "The London and Canada Bank" to "The Bank of the changed, but United Provinces;" but the said Corporation shall not poration. therefor be deemed a new Corporation; and all real and movable property, shares or stock obligations, debts, rights, claims, privileges and powers heretofore vested in, held or contracted by "The London and Canada Bank" are hereby transferred to "The Bank of the United Provinces," which by its said corporate name is hereby substituted to all intents and purposes for the said "The London and Canada Bank." CHAP. 61. An Act to provide for the amalgamation of the Niagara [Assented to 8th April, 1875.] WHEREAS, the Imperial Bank of Canada and the Niagara Preamble. Bank have by their petitions represented that the said Banks are desirous of entering into an agreement for the amalgamation of the said Niagara District Bank with the said Imperial Bank of Canada, and that it would be for the interests of the said Banks that such an amalgamation should be effected, and have prayed that an Act of the Parliament of Canada shall be passed for the purpose; and whereas, it for amaig mation anthorized is excellent dan the graver of the exitions 1. The Directors of the said Imperial Bank of Canada and the Director of the said Niagara Listrict Bank nay mer into an agreement for the amalgamation of the mid Niagara District Bank with the said Imperial Bank of Canada, and may determine upon the terms of such amalgamation and the relative values of the stocks of said Banks and such other terms and conditions as they shall deem it: Provided always, that nothing in such agreement contained shall give any other or greater powers to the said Imperial Bank of Canada than are conferred by its Act of incorporation, or this Act, or the "Act respecting Banks and Banking." and any amendments thereto. Such agreement, however. shall not met he con be valid until confirmed by a majority of votes of the respectharaholders tive shareholders of the said Banks present in person or by of the Ranks, proxy, at special general meetings of shareholders respectively called for the purpose by the Directors of the respective Banks, and held at their respective chief offices,-of which meetings four weeks' previous notice shall be given in the Canada Gazette, and in one newspaper published in Toronto, and one in St. Catharines, Ontario, or at any adjournments of such general meetings. Agreement Armen ny Indenture of tion to be executed, &c. and amalgamation to be complete. Niagara in Imperial. 2. The terms of the agreement of amalgamation after confirmation by the shareholders as aforesaid, shall be set forth in a formal indenture of union, executed by the said respective Banks; and upon the filing of a duplicate thereof in the office of the Secretary of State of Canada, such amalgamation shall be taken to be fully complete; and the said Niagara District Bank shall thereupon be merged into the said Imperial Bank of Canada, and thereafter be deemed to be one Corporation therewith; and the corporate powers of the said Niagara District Bank shall thereafter cease and be determined, except for the purpose of taking any proceeding requisite for the recovery of the outstanding and reserved assets hereinafter Notice to be mentioned. And thereupon a notice of such filing shall be given by Ima perial Bank published by the said Imperial Bank of Canada in four consecutive numbers of the Canada Gazette, and in four consecutive numbers of a newspaper published in the City of Toronto, and in four consecutive numbers of a newspaper published in the Town of St. Catharines, Ontario. What shall be evidence of 3. The production of the said indenture of union or amalthe complete gamation, with the certificate thereon indorsed by the Secretary of State of Canada of the filing of the duplicate thereof incorporation in his office, or the production of a copy of such duplicate union and of the two banks, indenture certified by the said Secretary of State, shall be conclusive evidence in all courts and proceedings of the execution execution, confirmation by the shareholders, and filing of the said indenture without further or other proof, and shall also be conclusive evidence in all courts and proceedings of the complete union and incorporation of the said Niagara District Bank with the said Imperial Bank of Canada. to shares. 4. Immediately upon such union or amalgamation taking Effects of place, the shareholders of the said Niagara District Bank such union as shall become (ipso facto) the shareholders of the said Imperial Bank of Canada in the amount and according to the relative values of the stocks of the said Banks, as provided for and set forth in said indenture of union; and the said Imperial Bank of Canada shall, within thirty days of the filing of said indenture of union, allot to the shareholders of the said Niagara District Bank, in proportion and in lieu of the extinguishment of their stock in that Bank, paid-up capital stock in the said Imperial Bank of Canada to the amount of the value of such extinguished stock, as agreed upon in said indenture of union: Provided that the said Proviso. Imperial Bank of Canada shall adjust any difference less than one hundred dollars by allotment of a share of stock paid up to the amount of such difference, or any fractional sum less than a share shall be allowed to such shareholders towards the payment of a share of such stock at its par value. become Canada. (2.) And thereupon also all the estate and effects, real and Estate and personal rights, property, credits, choses in action, claims effects, &c., of Niagara Disand demands of whatsoever nature or quality, or wherever trict Bank to situate, of the Niagara District Bank (save and except any vested in the assets or claims of the said Niagara District Bank as may be Imperial otherwise disposed of or reserved by the provisions and Bank of terms of said indenture of union), shall forthwith become vested in the said Imperial Bank of Canada, its successors and assigns, as and for its own use and benefit absolutely; and it may in its own name sue for, collect and get in all and every part of the said estate, rights and effects, and generally do all acts and take all proceedings necessary therefor, either at law or in equity, as fully and effectually as the said Niagara District Bank could have done. And the said Imperial Bank of Canada shall have such powers as may be set forth in the said indenture of union to act for and on behalf of the said Niagara District Bank or the shareholders thereof in respect to such assets as may be reserved as aforesaid. become liable (3.) And thereupon also, the said Imperial Bank of Canada And the shall forthwith become subject and liable to pay and dis- latter to charge all the debts, obligations, bills, promissory notes or to discharge other liabilities of the said Niagara District Bank, and may be deb all the debts, be directly sued and proceeded against in respect thereof as former. fully and effectually as if the same were originally the debts, obligations, bills, promissory notes and liabilities of the said Imperial Bank of Canada. Actions, &c., to be continued, by or against Imperial Bank. Sureties to not to be union. (4.) And thereupon also, all such actions or proceedings in any court-in which suits, actions, or proceedings the Niagara District Bank is plaintiff or defendant, may be continued to judgment and execution in the name of and by or against the said Imperial Bank of Canada, upon a suggestion being entered at any stage in the pleadings, or on the record at any time before judgment, or upon the judg ment roll after judgment by virtue of this Act, that the Niagara District Bank became by virtue of this Act on the day of filing such indenture of union amalgamated with the said Imperial Bank of Canada. 5. The amalgamation taking effect as herein before proDistrict Bank Vided for shall in no way affect, release or discharge the liability or obligation of any surety to the said Niagara District discharged by Bank for or in respect of any bill, note, debt, claim, service or employment, or matter, or thing whatsoever, but the said liability and obligation shall continue in full force and effect and shall be taken and construed to be a liability or obligation in favor of the said Imperial Bank of Canada as if the same had been originally and directly given to or entered into with the said Imperial Bank of Canada. As to place of 6. The Imperial Bank of Canada shall in all respects stand presentment and be in the place and stead of the Niagara District Bank, and all bills of exchange, promissory notes, drafts or cheques payable at or made payable at or drawn upon the Niagara District Bank of bills, notes, &c., drawn upon the Niagara District Bank. or any of its branches or agencies, shall, after the amalgamation is completed, be deemed to be payable at the Imperial Bank of Canada or any of its branches or agencies in the same city, town or place, and presentment, and notice thereof, of such bill, note, cheque or draft at the said Imperial Bank of Canada or any of its branches or agencies, shall be as good and valid to all intents and purposes to charge all the parties to such bill, note, cheque or draft as if such presentment had been made at the Niagara District Bank or any of its branches or agencies in the same city, towa or place, and notice had been given thereof. CHAP CHAP. 62, An Act to change the name of the "Imperial Building, Savings and Investment Company" to that of the 'Imperial Loan and Investment Company." WHER [Assented to 8th April, 1875.] HEREAS the Imperial Building, Savings and Invest- Preamble. ment Company have, by their petition, represented that they were incorporated under the authority of the Act intituled " An Act respecting Building Societies," and chaptered fifty-three, of the Consolidated Statutes for Upper Canada, and of the Act amending the same; and have also prayed by their said petition to have the name of the said Company changed to that of the Imperial Loan and Investment Company; and it is expedient to grant the prayer of their petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. The name of the said Company is hereby changed from Corporate that of the "Imperial Building, Savings and Investment name changed. Company" to that of the "Imperial Loan and Investment Company": Provided that such change of name shall not Proviso. take effect until the same shall have been advertised once a week for a month after the passing of this Act in the Canada Gazette, and in a newspaper published in the City of Toronto. continued under new 2. Upon the said change taking effect, the said Com- Corporation pany and all its then members, their successors and assigns forever shall therefrom be and be thereby held to be con- name. stituted, and shall be and continue to be a body politic and corporate, under the name last aforesaid, having its principal place of business in the City of Toronto, and under that name shall be capable of suing and being sued, pleading and being impleaded in all courts and places whatsoever. rights to con- 3. The said Company shall not under its new name be Existing deemed a new corporation, but it shall have, hold and con- tinue under tinue to exercise all the rights, powers and privileges that new name. shall previously to such change have been held, exercised and enjoyed by the said "Imperial Building, Savings and Investment Company," in as full and ample a manner as if the said Company had continued to exist under its original name; and all statutory provisions applicable to the said Company shall continue applicable to the said "Imperial Loan and Investment Company." remain vested 4. All real and movable property, shares or stock, obliga- Property to tions, debts, rights, claims and privileges of the said "Imperial in corporaBuilding, tion. |