Promissory Notes or Bills of other Banks...... - Balances due from other Banks..... Other Debts due to the Bank, not included under the £ £ .£ ..£ Total average Assets.......£ САР. СХХІІ. Preamble. Certain per ated. An Act to incorporate the Union Bank of Canada. W [Assented to 1st July, 1856.] HEREAS the persons whose names are hereinafter mentioned, have by their petition prayed, that they and their legal representatives may be incorporated for the purpose of establishing a Bank in the City of Hamilton, and have represented that there is a great deficiency of Banking Capital in the said City; And whereas it would greatly conduce to the prosperity of that locality, and of the Province generally, by aiding to develope the commercial and agricultural resources thereof, if such Bank were established: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows: I. The Honorable Sir Allan Napier McNab, the Honorable sons incorpor- Walter Dickson, the Honorable Joseph C. Morrison, Arthur Rankin, Jaspar T. Gilkeson, Hugh Bowlsby Willson, Samuel Black Freeman, Richard Porter Street, George William Burton, Edmund Ritchie, Hugh C. Baker, Daniel C. Gunn, James D. McKay, James D. Pringle, James Adam, John Osborne, John W. Willson, John F Moore, Nehemiah Merritt, Valentine H. Tisdale, Thomas Stinson, George Rykert and James Little, Esquires, of Canada, and the Honorable Silas M. Holmes, Eber B. Ward and Uriah Tracy Howe, Esquires, of Detroit, Michigan, and Henry Martin Benedict, Esquire, of New York, and William McKenzie Shaw, Esquire, of St. Germain en Laye in France, and such other persons as may become Shareholders in the Bank to be by this Act created, and their as signs, shall be and they are hereby created, constituted and declared to be a Corporation, body corporate and politic by the name of the "Union Bank of Canada," and shall continue such Corporation, and shall have perpetual succession, and a corporate seal, with power to alter and change the same at pleasure, and may sue and be sued, implead and be impleaded in all Courts of Law as other Corporations may do, and shall have the power to acquire and hold real and immoveable estate for the management of their business, not exceeding the annual value of five thousand pounds currency, and may sell, alienate or exchange the same and acquire other instead, and may when duly organized as hereinafter provided, make, ordain and Corporate name and general pow ers. Real property limited. establish establish such rules, regulations and by-laws as to them shall By-laws. seem meet and necessary for the due and proper administration of their affairs and the due management of the said Bank (such by-laws and regulations not being inconsistent with this Act, or contrary to the laws of this Province): Provided however, By-laws must that such rules, regulations and by-laws shall be submitted for be approved by Shareholdapproval to the Stockholders or Shareholders in the said Bank, ers." at their regular annual meetings. sterling. II. The capital Stock of the said Bank shall be one million Capital, of pounds of lawful money of Great Britain, divided into fifty £1,000,000 thousand shares of twenty pounds of like lawful money each, which said shares shall be and are hereby vested in the several Shares, £20. persons who shall subscribe for the same, their legal representatives and assigns. of votes. III. As soon as two hundred thousand pounds of the said First meeting Capital Stock shall have been subscribed and fifty thousand Directors. pounds actually paid in thereupon, it shall and may be lawful for the subscribers, or the majority of them, to call a meeting at some place to be named, in the City of Hamilton, for the purpose of proceeding to the election of the number of Directors for the said Bank hereinafter mentioned, and such election. shall then and there be made by a majority of shares voted By a majority upon, in the manner hereinafter prescribed in respect of the Annual election of Directors; and the persons then and there chosen, shall be the first Directors, and shall be capable of serving until the third Monday in June then next ensuing the said election; Provided always, that no such meeting of the Proviso: said subscribers shall take place until a notice specifying the Notice to be given. objects of such meeting is published in one or more newspapers published in the Cities of Hamilton and such other places as a majority of the Corporation may direct, at least twenty days previous to such time of meeting. on Stock. IV. The shares of the Capital Stock subscribed for shall be Instalments paid in and by such instalments, and at such times and places as the said Directors shall appoint; and Executors, Administrators and Curators paying instalments upon the shares of deceased Shareholders, shall be and they are hereby respectively indemnified for paying the same; Provided always, that no Proviso. share or shares shall be held to be lawfully subscribed for, unless a sum equal at least to ten pounds per centum on the amount subscribed for, be actually paid at the time of subscribing; Provided further, that it shall not be lawful for the sub- Proviso. scribers of the Capital Stock hereby authorized to be raised, to commence the business of Banking, until a sum not less than fifty thousand pounds shall have been duly paid in by such subscribers; Provided further, that the remainder of the said Proviso. Capital Stock shall be subscribed and paid up as follows, that is to say, the sum of one hundred thousand pounds within eighteen months, the further sum of two hundred thousand pounds Number of tion. pounds within three years, the further sum of two hundred thousand pounds within four years, and the further sum of for hundred and fifty thousand pounds within five years after the Bank shall have so commenced the business of Banking under penalty of forfeiture of their charter. V. The stock, property, affairs and concerns of the said Bank shall be managed and conducted by ten Directors, one of whom to be the President, who, excepting as is hereinbefore provided Term of office. for, shall hold their offices for one year, which Directors shall be Stockholders residing in the Province, and be elected on the third Monday in June in every year, at such time of the day and at such place in the City of Hamilton aforesaid, as a majority Notice of elec- of the Directors for the time being shall appoint; and public notice shall be given by the Directors as hereinbefore provided the third section, previous to the time of holding such election: and the said election shall be held and made by such of the said Shareholders of the said Bank as shall attend for the purpose in their own proper person or by proxy; and all elections for Directors shall be by ballot, and the said proxies shall only be capable of being held and voted upon by Shareholders then present; and the ten persons who shall have the greatest num ber of votes at any election shall be the Directors, except as hereinafter directed; and if it should happen at any election that two or more persons have an equal number of votes in such a manner that a greater number of persons shall, by & plurality of votes appear to be chosen as Directors, then the Directors who shall have had a greater number of votes, or the majority of them, shall determine which of the said persons, so having an equal number of votes, shall be the Director or Directors, so as to complete the whole number of ten; and the said Directors as soon as may be after the said election, shall proceed in like manner to elect by ballot, two of their number to be the President and Vice-President; Provided always, that no person shall be eligible to be or continue as Director unless he shall hold in his name and for his own use, stock in the said Bank to the amount of forty shares, and shall be a natural bom or naturalized subject of Her Majesty, and resident in this Pro Ties at election. Proviso: qualification of Directors. Failure of remedied. vince. VI. In case it should at any time happen that an election o election how Directors of the said Bank should not be made on any day when pursuant to this Act it ought to have been made, the said Ce poration shall not for that cause be deemed to be dissolved, but it shall and may be lawful on any other day to hold and make an election of Directors in such manner as shall have been regulated by the By-laws of the said Bank. Scale of votes. VII Each shareholder shall be entitled to a number of votes proportioned to the number of shares which he or she shall have held in the said Bank, in his or her own name, at least three months prior to the time of voting, according to the following scale, scale, that is to say, one share and not more than two, one vote, and for every two shares above two, one vote; and all questions proposed for the consideration of the said shareholders shall be determined by the majority of their votes, the Chairman elected to preside at any such meeting of the said shareholders shall have the casting vote; Provided always, that Casting vote. no Cashier, Bank-Clerk, or other officer of the Bank shall either Proviso: Offvote in person or by proxy at any meeting for the election of cers not to Directors, or hold a proxy for that purpose. vote. VIII. The Books, Correspondence and Funds of the Corpora- Inspection of tion shall at all times be subject to the inspection of the Direc- books, actors, but no shareholder not being a Director, shall inspect or be allowed to inspect the account or accounts of any person dealing with the Corporation. IX. It shall be the duty of the Directors of the said Bank to Divivends. make half yearly dividends, of so much of the profits of the said Bank, as to them or the majority of them shall appear advisable. X. The Directors for the time being, or the major part of Directors to them, shall have power to make such By-laws and regulations make By-laws not repugnant to the provisions of this Act or the laws of this Province, as to them shall appear needful and proper, touching the management and disposition of the stock, property, estate and effects of the said Bank, and touching the duties and conduct of the Officers, Clerks and Servants employed therein, and for the calling of Special General Meetings of the Shareholders, prescribing how and under what circumstances the same shall be called, and all such other matters as appertain to the business of a Bank, and shall also have power to appoint as many To appoint Officers, Clerks and Servants for carrying on the said business, Officers. and with such salaries and allowances as to them shall seem meet, and shall have power to make such calls of money from Calls of money the several shareholders for the time being, upon the shares in on Stock. the said Bank subscribed for by them respectively, as the said Board shall find necessary, and in the corporate name of the said Bank to sue for, recover and get in all such calls, or to cause and declare such shares to be forfeited to the said Bank in case of non-payment of any such call; and an action of debt Actions for may be brought to recover any money due on any such call; calls. And it shall not be necessary to set forth the special matter in the declaration, but it shall be sufficient to allege that the De- What must fendant is the holder of one share or more (as the case may be), only need be in the Capital Stock of the said Bank, and is indebted for calls stated and proved. upon the said share or shares to the said Bank, in the sum to which the call or calls amount, (as the case may be, stating the number and amount of such calls), whereby an action hath accrued to the said Corporation, to recover the same from such Defendant by virtue of this Act; and it shall be sufficient to maintain limited. maintain such action, to prove by any one witness (a shareholder being competent) that the Defendant at the time of making any such call, was a shareholder in the number of shares alleged, and to produce the By-law or resolution of the Board making and prescribing such call, and to prove notice thereof given in conformity with such By-law or Resolution, and it shall not be necessary to prove the appointment of the said Proviso: calls Board of Directors or any other matter whatsoever; Provided that each such call shall be made at intervals of thirty days, and upon notice to be given at least thirty days prior to the day on which such call shall be payable, and any such call shall not exceed twenty per cent of each share subscribed; And progive security. vided always, that before permitting any Manager, Officer, Clerk or Servant of the Corporation to enter upon the duties of his office, the Directors shall require every such Manager, Officer, Clerk or Servant, to give Bond, to the satisfaction of The amounts. the Directors, that is to say, every Manager, in a sum not less than Five Thousand Pounds, current money of Canada, and every other Officer, Clerk or Servant, in such sum of money as the Directors consider adequate to the trust to be reposed, with condition for good and faithful behaviour. Officers to Payment of Quorum. Bank-notesnot to be issued until the Bank sum in coin. has a certain Chief place of business. Branches. Statement of affairs to be submitted at annual meet ings. XI. The Directors, including the said President and VicePresident, shall be entitled to such emoluments for their services as may be fixed by any order or resolution passed at the usual Annual Meeting of Shareholders; and any five shall constitute a Board for the transaction of business, of whom the President or Vice-President shall be one, except in case of sickness of absence, in which case the Directors present may choose out of their number a Chairman for such Meeting. XII. No bill or note for any sum whatever shall be issued or put into circulation by the said Bank until fifty thousand pounds of the Capital Stock of the said Bank shall have been actually paid in, and shall be held by and in actual possession of the said Bank, in gold or silver coin current in this Province. XIII. The chief place or seat of business of the said Bank shall be in the city of Hamilton aforesaid, but it shall and may be lawful for the Directors of the said Bank, to open and establish in Windsor and other cities, towns and places in this Province, branches and agencies or offices of discount and deposit of the said Bank, under such rules and regulations for the good and faithful management of the same, as to the said Directors shall from time to time seem meet, and shall not be repugnant to any law of this Province, to this Act, or to the By-laws of the said Bank. XIV. At every Annual General Meeting of the Shareholders of the said Bank, to be held in the City of Hamilton in the manner herein before provided, the Directors shall submit a full and clear statement of the affairs of the said Bank, containing on the |