By-laws, rules and regulations. Advance payments on shares. Interest thereon. Who to be deemed and 17. The appointment or election of directors 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 the company and the directors shall have such powers, privileges and authorities, not inconsistent with this Act or any other laws, 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. 18. 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 so 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 shareholders as the directors shall determine. 19. Every person who agrees to become a shareholder shareholders. of the company, by signing an application for stock or by accepting or paying for the same, shall be deemed a When bound shareholder of the company. Every person who makes as shareholders 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. Register of shareholders. Limitation of shareholders' liability. Shares to be personal property. Votes of 20. The register of shareholders shall be prima facie evidence of any matters by this Act directed or authorized to be inserted therein. 21. No shareholder of the company shall be liable for or charged with the payment of any debt or demand due from the company beyond the extent of his shares of the capital of the company not then paid up. 22. All shares in the capital stock of the company shall be personal estate and transmissible as such. 23. At all meetings of the company every shareholder shareholders. shall be entitled to one vote for each share possessed by him, 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. original 24. Every person who, by operation of law, transfer or Transferees of other means whatsoever, shall become entitled to any shares, when share bound by shall be bound by any and every notice which, previously notices to to his name and address being entered the register upon of shareholders in respect of such shares, shall have been given to the person from whom he shall derive his title. holders. share register. 25. The company shall keep in a book or books a regis- Contents of ter of the shareholders of the company, and therein shall be fairly and distinctly entered from time to time the following particulars, the names and addresses of all shareholders of the company, and the number of shares held by each shareholder and the amount paid on the shares of each shareholder. transfers. 26. 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 27. The directors may decline to register any transfer Refusal to of shares belonging to any shareholder who is indebted to transfer. the company. shares of 28. Any transfer of the shares or other interests of a Transfer of deceased shareholder made by his personal representative deceased shall, notwithstanding such personal representative is not himself a shareholder, be of the same validity as if he were a shareholder at the time of his execution of the instrument of transfer. shareholder. shares. 29. The executors or administrators of any deceased Title to such shareholder shall be the only persons recognized by the com-" pany as having any title to his shares. standing in persons. 30. If any share stands in the names of two or more As to shares persons, the first name on the certificate of such persons names of two shall, as regards voting at meetings, receipts of dividends, or more services of notices, and all other matters connected with the company (except transfers), be deemed the sole holder thereof; and shares in the company shall not be sub-divided. shares. 31. The directors may from time to time make such Calls on calls upon the shareholders in respect of moneys unpaid upon their respective shares as they shall think fit, provided that, thirty days at the least before the day appointed for payment of such call, notice thereof shall be served on each shareholder liable to pay the same, but no call, except the first, shall exceed the amount of ten dollars per share, and the period of three months at least shall intervene between successive calls, until twenty-five per cent has been paid. Interest on arrears of calls. Liability for calls. Proof in actions for calls. Proof of calls. Forfeiture and sale of shares where calls unpaid. Disposal of proceeds of sale. Proceedings in suits on calls. 32. A call shall be deemed to have been made at the time when the resolution of the directors authorizing such calls was passed; and, if a shareholder shall fail to pay any call due from him before or on the day appointed for the payment thereof, he shall be liable to pay interest thereon at a rate not exceeding ten per cent. per annum from the day appointed for payment to the actual payment thereof. 33. Each shareholder shall be liable to pay the amount of any call so made upon him to such person and at such time and place as the directors shall appoint. 34. In actions to be brought by the company against any shareholder to recover any money due by him in his character as a shareholder, for any call or on any account, it shall not be necessary to set forth the special matter, but it shall be sufficient for the company to prove that the defendant is a shareholder of the company and is indebted to the company in respect to one call or more, or other money due, whereby an account hath accrued to the company by virtue of this Act. 35. On the trial of any action the company shall prove that such call was in fact made and such notice thereof given as is directed by this Act. And it shall not be necessary to prove the appointment of the directors who made such call, or any other matter whatsoever, and thereupon the company shall be entitled to recover what shall be due upon such call, with interest thereon at the rate aforesaid. 36. If any shareholder shall refuse or neglect to pay the instalments due upon any share or shares held by him, the directors may forfeit such share or shares, together with the amount previously paid thereon, in such manner as may be provided by the by-laws, and such forfeited share or shares may be sold by the directors after thirty days' notice, to be sent by post prepaid and registered to the last known address of such shareholder, and the moneys arising therefrom shall be applied towards the payment of such unpaid instalments, with interest and expenses of sale. Provided always that in case the money realized by any sale of shares be more than sufficient to pay all arrears and interest, together with the expenses of such sale, the surplus of such money shall be paid on demand to the former shareholder, and no more shares shall be sold than shall be necessary to pay the arrears due by said shareholder, with interest and expenses of sale. 37. If payment of such arrears, calls, interest and expenses be made before any share so forfeited shall have been necessary. sold, such share shall revert to the owner, as if the same had been duly paid before forfeiture thereof; and, in all actions or suits for the recovery of such arrears or calls, it shall be sufficient for the company to allege that the defendant, being the owner of such shares, is indebted to the said company in such sum of money as the calls in arrears amount to, for such and so many shares, whereby an action has accrued to the company by virtue of this Act, and on the trial it shall Evidence be only necessary to prove that the defendant was owner of the said shares in the company, that said calls were made, and that notice was given as directed by this Act, and it shall not be necessary to prove the appointment of the directors who made such calls or any other matter whatsoever than by this section specially required, and any copy or extract of any by-law, rule, regulation or minute, or of any entry in any book of the company, certified to be a true copy or ex- Certified tract under the hand of the president or vice-president, the evidence. manager or secretary of the company, and sealed with the corporate seal thereof, shall be received in all courts and proceedings as prima facie evidence of such by-law, rule, regulation, minute or entry without any further proof thereof, and without proof of the official character or signature of the officer signing the same, or of the corporate seal. copies as control issue 38. The directors may reserve the issue of any portion Directors to of the shares constituting the present capital of the com- of shares. pany until such time as they shall think expedient, and may issue any portion of them from time to time as and when they shall think proper. 39. The company shall have its head office in Portage Head office. la Prairie, Manitoba, and also may establish offices and do business elsewhere. by company, of. 40. Any summons, notice, order or proceedings requir-summonses, ing authentication by the company may be signed by the notices, &c., president, manager or other authorized officer of the com-authorization pany, and need not be under the common seal of the company, and the same may be written or in print, or partly in writing and partly in print. notices to shareholders. 41. Any notice or other document served by post by the Mailing company on a shareholder, addressed to such shareholder at his last known post office address, shall be taken as served at the time when the letter containing it would be delivered in the ordinary course of post, and proof that such letter was properly addressed, postage prepaid, and was put into the post office, and of the time when it was put in, and the time requisite for its delivery in the ordinary course of post, shall be sufficient proof of such service. 42. This Act shall come into force on the day on which it is assented to. Preamble. Names of members. W CHAPTER 105. An Act to incorporate the "First Church of Christ [Assented to March 16th, 1906.] HEREAS the persons hereinafter named, together with other persons, have united and organized together as a Church of Christ, under the name of the "First Church of Christ Scientist, Brandon," for the purpose and with the object of promoting and advancing the cause of Christian religion, in conformity with a system of moral and religious instruction founded upon principles formulated by Mary Baker G. Eddy, such principles being based on teachings of scripture and as presented in the said Mrs. Eddy's "Science and Health, with Key to the Scriptures," and to aid in any benevolent, charitable and philanthropic enterprise by means of educational, missionary or other agencies, instrumentalities and methods available for and tending to such ends and aims, and whereas the aforesaid persons have, by petition, prayed to be incorporated for the better attainment of their objects, and it is expedient to grant their petition, Therefore His Majesty, by and with the advice and cosent of the Legislative Assembly of Manitoba, enacts as follows: 1. Albert Edward MacKenzie, William J. Smith, Charlotte Walker, Isabel May Walker and Henry E. J. Borbridge, together with all other persons who have heretofore become and are members of the religious society known Incorporation. as the "First Church of Christ Scientist of Brandon," and such other persons as may hereafter be received as members of the said church, according to the rules relating thereto, shall be and are hereby constituted a body politic and corporate under the name of the "First Church of Christ Scientist of Brandon." Objects. 2. The said corporation shall be a Church of Christ, according to the faith and order of the Christian Scientists, for the purpose and with the object of advancing and promoting the cause of Christian religion in conformity with a system of moral and religious instruction founded upon |