Names of incorporators. Interpretation. Incorporation. CHAPTER 103. An Act to incorporate The Brandon Trust Company, Limited. [Assented to March 16th, 1906.] WHEREAS George R. Coldwell, barrister-at-law; George B. Coleman, barrister-at-law; Arthur P. Me Innis, dentist; Stanley W. McInnis, dentist; David A. Hopper, financial agent; J. Herbert Ingram, barrister-atlaw, and Samuel Charles Doran, gentleman, all of the City of Brandon, in Manitoba, have by their petition prayed that they may be incorporated with others as a company for the purpose of carrying on a loaning and trust business in all its branches, within this Province, under the name of "The Brandon Trust Company, Limited," Therefore His Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Manitoba, enacts as follows: 1. In this Act the following words and expressions shall have the several meanings hereby assigned to them unless there be something in the subject or context repugnant to such construction, that is to say, words importing the singular number shall include the plural number, and words importing the plural number shall include the singular number; words importing the masculine gender shall include the feminine; the word "month" shall include calendar month; the word "lands" shall extend to messuages, lands, tenements and hereditaments of any tenure; the word company shall "The Brandon Trust Company, Limited," in this Act mentioned and described; the expression the directors" and the manager shall mean the directors and the manager respectively for the time being of the company. 66 mean 2. The persons named in the preamble of this Act, with other persons as shall become shareholders in the company, shall be and are hereby enacted, constituted and declared to be a body corporate and politic under the name of "The Brandon Trust Company, Limited," and by that name shall have perpetual succession and a common seal, with power to break and alter such seal, and by that name may sue and be sued, plead and be impleaded in all courts what soever. 3. The capital stock of the company shall be one million Capital stock. dollars, divided into twenty thousand shares of fifty dollars each, and may be increased to an amount not exceeding two million dollars by a vote of two-thirds in number of the shareholders present or represented at any annual meeting or special meeting to be called for that purpose; provided that stock to the amount of one hundred thousand dollars shall be subscribed, and thirty-five thousand dollars paid thereon, before the company shall go into operation. of the 4. The officers of the said company shall be appointed in Management. lawfully made shall be binding in law as regards this com- company. pany, and the property, affairs and concerns of the said company shall be managed by the officers and in the manner provided in and by the said rules and regulations thereof. be binding. 5. All rules, by-laws and regulations of the said company Rules to lawfully made shall be binding in law as regards this company under this Act, its directors, shareholders and bor rowers. of company's 6. The company is hereby empowered to lay out and Investment invest its capital, in the first place, in paying and discharg- capital. ing all costs, charges and expenses incurred in applying for and obtaining this Act, and all other expenses preparatory or relating thereto, and the remainder of such capital and accumulated profits, or so much thereof as may from time to time be deemed necessary, in the manner and for the purposes hereinafter mentioned, that is to say, the company may from time to time lend and advance money by way of loans on the security of real estate, or on the public securities of the Dominion of Canada, or on the securities of the various Provinces of the Dominion of Canada, or on the debentures of any corporation issued under any statutory authority, or on the stock or shares of any incorporated bank or upon other security, and upon such terms and conditions. as the company shall deem satisfactory or expedient, with power to do all acts that may be necessary for the advancing of such sums of money, or of taking security for the security repayment thereof, and for receiving and obtaining repayment thereof and for compelling the payment of all interest (if any) accruing from such sums so advanced, and for the fulfilment of any condition annexed to such advance, or any forfeiture of any term, or delay of payment consequent on the non-fulfilment thereof, and to give receipts and acquittances and discharges for the same, either wholly and absolutely or partially; and for all and every and any of the foregoing purposes, and for every other purpose in this Act mentioned or referred to, the company may lay out and apply any of the moneys authorized to be hereafter raised by the for loans. Trust powers of the company. company, in addition to its capital for the time being; with power to do, authorize and exercise all acts and powers whatsoever in the opinion of the directors of the company requisite or expedient to be done or exercised in relation thereto, not inconsistent with this Act or the laws of the Province. 7. The company is hereby empowered to act as an agency and trust company, and either on its own behalf or for and on behalf of others, who shall entrust them with money for that purpose, to lend and advance money to any person or persons on the security of real estate, or on the public securities of the Dominion of Canada, or on the debentures of school districts or any other corporation issued under any statutory authority, or on the stock or shares of any incorporated bank or upon any other securities as set forth in "The Manitoba Trustee Act," and upon such terms and conditions as to the company shall appear satisfactory; and the condition of such loans and advances may be enforced by the company for its benefit or for the benefit of the person or persons, or corporations, for whom such money has been lent and advanced; and the company shall have the same power in respect of said loans and advances as are conferred upon it in respect to loans and advances made from its own capital; and it may also guarantee either the repayment of the interest or principal, or both, of any moneys Investments entrusted to the company for investment; and for all and every and any of the foregoing purposes may lay out any money so entrusted to it as aforesaid, and to do, assent to and exercise all acts whatsoever in the opinion of the directors of the company for the time being requisite or expedient to be done in regard thereto. of trust funds. Agency business. (a) The company is hereby empowered to take, receive and hold estates and property, real and personal, which may be granted, committed or conveyed to it, with its consent, upon any trust or trusts whatsoever (not contrary to law), at any time or times, by any person or persons, body or bodies corporate or by any court in any of the Provinces of the Dominion of Canada, and to administer, fulfil and discharge the duties of such trusts for such remuneration as may be agreed upon; also to act generally as attorney or agent for the transaction of business, the management of estates, the collection of rents, loans, interest, dividends, mortgages, debentures, bonds, bills, notes, coupons and other securities for money; also to act as agent for the purpose of issuing or countersigning certificates of stocks, bonds or other obligations of any corporation, company or municipality; also to receive, invest and manage any sinking fund therefor on such terms as may be agreed upon; also to accept and execute the office of trustee, receiver and assignee, and to accept the duty of and act generally in the winding up of estates, partnerships, companies and corporations; also to take over the assets of other loan companies; also to guarantee any investments made by them as agents or otherwise; also to invest all moneys entrusted to the company for investment upon the security of or in the purchase of annuities, mortgages upon lands and leasehold property, or the debentures of cities, towns, villages or rural municipalities or school districts or public school boards, or any bonds or debentures of any corporation or company; also to sell, pledge or mortgage any mortgage or other security or any real or personal property held by the company from time to time, and to make and execute all requisite conveyances and assurances in respect thereof; also to make, enter into, deliver, accept and receive all deeds, conveyances, assurances, transfers, assignments, grants and contracts necessary to carry the provisions of this Act into effect so as to promote the objects and designs of the said company; and, for and in respect of all or any of the services, duties and trusts hereinbefore mentioned, to charge and to be allowed to collect and receive all proper remuneration, legal, usual and customary charges, costs and expenses. (b) The company is hereby empowered to act as an agency company and, either on its own behalf or for and on behalf of others who shall entrust it with money for that purpose, to lend and advance money to any person or persons upon such securities as are mentioned in section 3 of this Act, upon such terms and upon such other security as to the company shall appear satisfactory; and the conditions of such loans and advances may be enforced by the company for its benefit, or for the benefit of the person or persons, corporation or corporations for whom such money has been lent and advanced; and the company shall have the same power in respect of said loans and advances made from its own capital; and it may also guarantee either the repayment of the interest or principal or both of any moneys entrusted to the company for investment; and for all and every and any of the foregoing purposes may lay out any money so entrusted to it as aforesaid; and the company is also empowered to do, assent and exercise all acts whatsoever in the opinion of the directors of the company for the time being requisite or expedient to be done in regard thereto. Issue of and debenture 8. The company may issue debentures and debenture stock, which debenture stock shall be treated and considered debentures as a part of the regular debenture debt of the company, and stock. may be issued in such amounts and manner, on such terms and bearing such rate of interest, and in such currency, as the directors from time to time think proper and convenient, Other genera powers of company. but subject to the limitations as to borrowing hereinafter provided, so that the amounts received as moneys deposited and borrowed on the security of debentures or debenture stock shall not in the whole exceed the aggregate amounts fixed by section 15 hereof. 9. The said company are also authorized to accept and execute the offices of executor, administrator, administrator de bonis non, trustee, receiver, curator, assignee (other than under any Act relating to insolvency), guardian of any minor, or committee of any lunatic; and, in all cases when application shall be made to any Court of the Province of Manitoba for the appointment of any executor, trustee, receiver, guardian, administrator, administrator de bonis non, or committee of any lunatic, it shall be lawful for any such Court to appoint the said company (subject as hereinafter provided), with their consent to hold such office or offices; and the accounts of the said company as such executor, administrator, administrator de bonis non, trustee, receiver, assignee, guardian or committee shall be regularly settled and adjusted by the proper officers or tribunals; and all proper, legal, usual and customary charges, costs and expenses shall be allowed to the said company for the care and management of the estate so committed to them. In case of such appointment by any court the said company shall not be required to give security, but such court, if it Appointment deems necessary, may from time to time appoint a suitable Investigation person to investigate the affairs and management of the said company, who shall report thereon to such Court and regarding the security afforded to those by or for whom its engagements are held, and the expenses of such investigation shall be defrayed by the said company, or the Court may, if deemed necessary, examine the officers or directors of the said company under oath or affirmation as to the security aforesaid; it shall also be competent for the LieutenantGovernor-in-Council from time to time, when he shall deem it expedient, to appoint any inspector to examine the affairs: of the said company, and report to him on the security afforded to those by and for whom its engagements are held as aforesaid; and the expenses of such investigation shall be borne by the said company. by Court. of company's affairs. Approval by by Court as a trusts company. 10. In case the Lieutenant-Governor-in-Council shall company approve of the said company being accepted by the Court being accepted of King's Bench for Manitoba as a trusts company for the purposes of such Court, the said Court, or any other Court or Judge having authority to appoint such an officer, may, if they think fit, with the consent of the company, appoint such company to exercise any of the said offices or to perform any of the said duties in this Act referred to in respect of any estate or person under the authority of such Court. |