such approval. 11. The Lieutenant-Governor-in-Council may revoke Revocation of the approval given under this Act, and no Court or Judge, after notice of such revocation, shall appoint such company to execute any of the offices or perform any of the duties under this Act unless such company gives the like security for the due performance of its duties as would be required from a private person. trol company trusts 12. The said company shall be subject at all times to the Courts to confurther orders, judgments or decrees of any Court of record in relation to from which it shall have accepted any trusts, appointment accepted from or commission as to such trust, and shall render to such it. Court such itemized and verified accounts, statements and reports as may be required by law or as such Court shall order in relation to such particular trust. Trustee Act' 13. The said company, in the execution of any trusts "Manitoba assumed under the powers contained in this Act, shall have to apply. all the powers, rights and privileges conferred upon trustees, executors and administrators of estates under the provisions of "The Manitoba Trustee Act," and any amendments thereto. company to ested in trust for them. 14. The liability of the said company to the persons Liability of interested in the estate held by the said company as executor, persons intertrustee, assignee, administrator, administrator de bonis non, estates or curator, receiver, guardian or committee as aforesaid, shall funds held in be the same as if the said estate had been held by any private person in such capacities respectively, and their powers shall be the same, and the whole of the capital stock of the said company, together with its property and effects, shall be taken and considered as security for the faithful performance of their duties as aforesaid, and shall be absolutely liable in case of any default whatsoever, but no stockholder Limited liability of in the company shall be liable to any greater extent than the shareholders. amount unpaid upon any stock held by him, and no property whatsoever held by the company in trust shall be subject to its liabilities. money fifty thou-issue of debendebentures tures and 15. Provided that, and as soon as the said company Borrowing has a paid up capital of not less than sand dollars in fixed and permanent stock, may be issued and deposits received to such an amount as, deposits. with all the other liabilities of the company, may be equal to double the amount of the paid up, unimpaired, fixed and permanent capital, together with a further sum, which may be equal to but shall not exceed the amount unpaid on the subscribed, fixed and permanent capital on which not less than ten per cent has been paid; provided that in no case Limitation of shall the total liabilities to the public exceed three times amount that may be so borrowed. What real estate may be held. Holding of mortgages. General borrowing powers. Form of debentures. General lending powers. the amount of the fixed and permanent subscribed shares in the company on which at least ten per cent has been paid. In this section the words "liabilities of the company," or "total liabilities of the company," shall be taken to mean, and are hereby declared to mean, only the liabilities of the company to the public, and shall not include the liabilities of the company to its shareholders as such in respect of its capital stock or otherwise. In all computations of liabilities and in all other computations, for the purpose of this section, reference shall be had to the aggregate business of the company, and not merely to its business transacted in any one or more of the Provinces. 16. The company may hold such real estate as may be necessary for the transaction of its business, or as being mortgaged or hypothecated to it, may be acquired by it for the protection of its investments; and may from time to time sell, mortgage, lease or otherwise dispose of the same. 17. It shall be lawful for the company to acquire, by purchase or otherwise, mortgages upon real estate and debentures of municipal or other corporations or school districts, issued under statutory authority, and to re-sell the same at such time and in such manner as to it may seem expedient. 18. The directors may from time to time, with the consent of the company in general meeting, borrow money on behalf of the company, at such rates of interest and upon such terms as they may from time to time think proper; and the directors may for that purpose make and execute any mortgages, bonds or other instruments, under the common seal of the company, for sums of not less than one hundred dollars each; or assign, transfer or deposit, by way of equitable mortgage or otherwise, any of the documents of title, deeds, muniments, securities or property of the company, and either with or without powers of sale or other special provisions, as the directors shall deem expedient. 19. The debentures to be issued under the authority of this Act shall be in such legal form as the directors shall decide upon. 20. It shall be lawful for the company, in exercising the powers conferred by section 7 of this Act, as agents on behalf of others, to lend money on any security, real or personal, or both, and purchase mortgages, debentures of municipal or other corporations, the stock of incorporated banks, and other securities or evidence of debt, and the same to re-sell, as it may deem advisable, and for that purpose to execute such assignments or other instruments as may be necessary for carrying the same into effect. 21. The company may stipulate for, demand and receive, Interest. in advance, half-yearly or otherwise, the interest from time to time accruing on any loans granted by the company; and may also receive an annual payment on any loan by way sinking fund. of a sinking fund for the gradual extinction of such loan, upon such terms and in such manner as may be regulated by the by-laws of the company. directors. boards in other directors. the directors 22. The business of the company shall be managed by Board of a board of not less than five nor more than nine directors, Number of each of whom shall be the holder of stock in the company; directors. the company may also appoint or elect an advisory board Advisory in each of the Provinces of Canada wherein the company provinces. may be licensed to transact business (whose duties shall be defined by the by-laws of the company), and the persons named Provisional in the recital of this Act shall be directors of the company until replaced by others duly elected in their stead, and Powers of such directors may exercise all such powers, give all such generally. consents, make all such arrangements and agreements and generally do all such acts and things as are or shall be by any by-laws of the company, or articles of the company, directed to be authorized, given, made or done by the company, and are not thereby expressly directed to be exercised, given, made or done by the company in general meeting; but subject nevertheless to the provisions of such Acts, bylaws and articles, and subject also to such regulations (if any) as may from time to time be prescribed by the company in general meeting, but no regulation made by the company in general meeting shall invalidate any prior act of the directors which would have been valid if such regulation had not been made. directors valid 23. The acts of the directors or of any committee Acts of appointed by the directors shall, notwithstanding that it may although afterwards be discovered that there was some defect in the defectively appointed or appointment of any such director or member of any such disqualified. committee, or that they or any of them were or was disqualified, be as valid as if such person had been duly appointed and was qualified to be a director. indemnified 24. Every director of the company and his heirs, execu- Directors tors and administrators, and estate and effects respectively, against conseshall from time to time and at all times be indemnified and quences of anything done saved harmless out of the funds of the company from and in execution of office. against all costs, charges and expenses whatsoever which he By-laws, rules and regulations. Advance payments on shares. Interest thereon. Who to be deemed shareholders. Applications for shares. Register of shall or may sustain or incur in or about any action, suit or proceeding which shall be brought or commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office, and also from and against all other costs, charges and expenses which he shall sustain or incur in or about or in relation to the affairs thereof; he shall be chargeable with only so much money as he shall actually receive and shall not be answerable or accountable for his co-directors or any or either of them, but each for his own acts. deeds and defaults only. 25. The appointment or election of directors and officers, and the time, place and mode of calling and holding ordinary and extraordinary or other meetings of the company and of the directors and other officers, and the proceedings at meetings of the company and of the directors, shall be subject to and regulated by such rules, regulations and provisions; and, not inconsistent with this Act or any other laws, the company and the directors shall have such powers, privileges and authorities as may be set forth and directed in and by by-laws of the company, passed from time to time at any general meeting of the company. 26. The directors may, if they think fit, receive from any shareholder willing to advance the same all or any part of the amount due on the shares held by him beyond the sum called for, and upon the money sò paid in advance, or so much thereof as shall from time to time exceed the amount of the calls then made upon the shares, the company may pay interest at such rate to the shareholder as the directors shall determine. 27. Every person who agrees to become a shareholder of the company, by signing an application for stock or by accepting and paying for the same, shall be deemed a shareholder of the company. (a) Every person who makes application in writing for an allotment of shares, to whom any share or shares is or are allotted in pursuance of such application, shall be deemed conclusively to have agreed to become a shareholder of the company in respect of the shares so allotted. 28. The register of shareholders shall be prima facie shareholders. evidence of any matters by this Act directed or authorized to be inserted therein. Limitation 29. No shareholder of the company shall be liable for of liability. or charged with the payment of any debt or demand due from the company beyond the extent of his shares in the capital stock of the company not then paid up. 30. All shares in the capital stock of the company shall Shares to be be personal estate and transmissible as such. personal property. shareholders. 31. At all meetings of the company every shareholder votes of shall be bound by any and every notice which, previously but no shareholder shall be entitled, either in person or by proxy, to vote at any meeting unless he shall have paid all the calls due upon the shares then held by him. when bound original 32. Every person who, by operation of law, transfer or Transferees other means whatsoever, shall become entitled to any share of shares, shall be bound by any and every notice which, previously by notices to to his name and address being entered upon the register of holders. shareholders in respect of such shares, shall have been given to the person from whom he shall derive his title. 33. The company shall keep, in a book or books, a re- contents of gister of the shareholders of the company and therein shall share register. be fairly and distinctly entered from time to time the following particulars: The names and addresses of all the shareholders of the company, and the number of shares held by each shareholder, and the amount paid on the shares of each shareholder. transfers. 34. There shall be a book called the register of trans- Register of fers provided, and in such book shall be entered the particulars of every transfer of shares in the capital stock of the company. register 35. The directors may decline to register any transfer Refusal to of shares belonging to any shareholder who is indebted to transfer. the company. deceased 36. Any transfer of the shares or other interests of a Transfers of deceased shareholder made by his personal representative shares of shall, notwithstanding such personal representative not him- shareholders. self being a shareholder, be of the same validity as if he were a shareholder at the time of his execution of the instrument of transfer. shares. 37. The executors or administrators of any deceased Title to such shareholder shall be the only persons recognized by the company as having any title to his shares. standing in 38. If any share stands in the name of two or more per- As to shares sons, the first name on the certificate shall, as regards voting names of two at meetings, receipts of dividends, services of notices, and or more persons. |