LIQUIDATORS' DUTIES. Employment of counsel Liquidators or inspectors 18. Liquidators shall not employ any advocate without the consent of the inspectors, or of the members of the company. (2) No liquidator or inspector shall purchase, directly or not to purchase indirectly, any part of the stock in trade, debts or assets of any description of the estate. assets of company Deposit in bank by liquidators Separate deposit kept (3) The liquidators shall deposit at interest in some chartered bank, to be indicated by the inspectors or by the Court, all sums of money which they may have in their hands belonging to the company whenever such sums amount to $100. (4) Such deposits shall not be made in the name of the account to be liquidators generally, on pain of dismissal: but a separate deposit account shall be kept for the company of the moneys belonging to the company, in the name of the liquidators as Withdrawal such, and of the inspectors, if any; and such moneys shall be withdrawn only on the joint cheque of the liquidators and one of the inspectors, if there be any. from account Liquidators to produce at meetings, etc. (5) At every meeting of the members of the company the bank passbook liquidators shall produce a bank pass book showing the amount of deposits made for the company, the dates at which the deposits were made, the amounts withdrawn and dates of such withdrawal of which production mention shall be made in the minutes of the meeting, and the absence of such mention shall be prima facie evidence that the pass book was not produced at the meetings. Liquidators to produce bank pass book when ordered Liquidator and subject to summary jurisdiction Obedience (6) The liquidators shall also produce the pass book whenever so ordered by the Court at the request of the inspectors or a member of the company, and on their refusal to do so they shall be treated as being in contempt of Court. (7) Every liquidator or inspector shall be subject to the inspector to be summary jurisdiction of the Court in the same manner and to the same extent as the ordinary officers of the Court are subject to its jurisdiction: and the performance of his duties may be compelled, and all remedies sought or demanded for enforcing any claim for a debt, privilege, mortgage, lien or right of how enforced property upon, in, or to any effects or property in the hands, possession or custody of a liquidator, may be obtained by an order of the Court on summary application, and not by any action, attachment, seizure or other proceeding of any kind whatever; and obedience by a liquidator to such order may be enforced by the Court under the penalty of imprisonment as for contempt of Court or disobedienee thereto; or he may be removed in the discretion of the Court. Costs and expenses EXPENSES. 19. All costs, charges and expenses properly incurred in the winding up of a company, including the remuneration of the liquidators, shall be payable out of the assets of the company in priority to all other claims. of liquidators other fixed 20. In case of there being no agreement or provision fixing Remuneration the remuneration of the liquidators they shall be entitled to a in case no commission on the net proceeds of the estate of the company of every kind after deducting expenses and disbursements, such commission to be five per cent. on any amount realised not exceeding $1,000, the further sum of two and a half per cent. on any amount realised in excess of $1,000 and not exceeding $5,000, and a further sum of one and a quarter per cent. on any amount realised in excess of $5,000; which said commission shall be in lieu of all fees and charges for their services. MEETINGS. Filling liquidator 21. If a vacancy in the office of liquidators appointed by vacancies in the company occurs by death, resignation or otherwise, a office of general meeting for the purpose of filling up the vacancy may be convened by the liquidator or liquidators, if any, or if not, then by any member of the company. General winding up (2) The liquidators may from time to time, during the con- meetings tinuance of the winding up, summon general meetings of the during company for the purpose of obtaining the sanction of the company by special resolution or extraordinary resolution, or for any other purpose they think fit. meetings (3) In the event of the winding up continuing for more than Annual one year the liquidators shall summon a general meeting of the company at the end of the first year and of each succeeding year from the commencement of the winding up, or as soon thereafter as may be convenient; and shall lay before the meeting an account showing their acts and dealings and the manner in which the winding up has been conducted during the preceding year. call meetings company (4) The liquidators shall also call meetings of the members of Liquidators to the company whenever required in writing so to do, by the in- of members of spector or five members of the company or by the Court, and they shall state succinctly in the notice calling any meeting the purpose thereof. Subsequeut (5) The members of the company may, from time to time at meetings any meeting, determine where subsequent meetings shall be held and in the absence of such a resolution all meetings of Where the members of the company shall be held at the office of the be held liquidators or of the company, unless otherwise ordered by the Court. meetings to One mode of (6) Notice of any meeting shall for the purposes of this giving notice Ordinance be deemed to be duly given, and the meeting to be of meeting duly held, whenever the notice is given and meeting held in manner prescribed by the Ordinance, charter or instrument of incorporation or by the regulations of the company, or by the Court or notice of the meeting may be given by publication thereof for at least two weeks in the official gazette, or by such other or additional notice as the Cut. or the inspectors of notice of or the company may direct, and, except where the Court meeting Another mode Voting to be in person or by proxy Applications to the Court Stay of action against company before order to wind up Stay of action after com winding up otherwise directs, by addressing notices of the meeting to the contributories within the Territories, and to the representatives within the Territories of contributories who reside out of the Territories and the notices shall be posted at least ten days before the day on which the meeting is to take place, the postage being prepaid by the liquidators. (7) No member of the company shall vote at any meeting unless present personally, or represented by some person having a written authority to be filed with the liquidators to act on his behalf at the meeting, or generally: and when a poll is taken reference shall be had to the number of votes to which each member is entitled by the Ordinance, charter or instrument of incorporation or the regulations of the company. ASSISTANCE OF THE COURT. 22. The liquidators or any member of the company may apply to the Court to determine any question arising in the matter of the winding up; or to exercise all or any of the powers following; and the Court, if satisfied that the determination of the question, or the required exercise of power, will be just and beneficial, may accede wholly or partially to the application on such terms and subject to such conditions as the Court thinks fit; or it may make such other order on the application as the Court thinks just. (2) The Court at any time after the issue of a summons for winding up a company and before making an order for winding up a company, may restrain further proceedings in any action or proceeding against the company other than under any other authority over which the Legislative Assembly of the Territories has no jurisdiction in and upon such terms as the Court thinks fit. (3) The Court may make an order that no action or other mencement of proceedings shall be proceeded with or commenced against the company except with the leave of the Court, and subject to such terms as the Court may impose, and a copy of such order shall forthwith be advertised as the Court may direct but this subsection shall not apply to proceedings under any Act of the Parliament of Canada under its jurisdiction in matters of bankruptcy and insolvency or otherwise. Settlement of list of contributories Meetings of members of company may be ordered Chairman Order for delivery by contributories (4) The Court may settle the list of contributories. (5) The Court may direct any meeting of the members of the company to be summoned, held and conducted in such manner as the Court thinks fit for the purpose of ascertaining their wishes and may appoint a person to act as chairman of any such meeting and to report the result of such meeting to the Court. (6) The Court may require any contributory for the time and others of being settled on the list of contributories, or any trustee, receiver, banker or agent or officer of the company, to pay, property, etc deliver, convey, surrender or transfer forthwith, or within such time as the Court directs, to or into the hands of the liquidators, any sum or balance, books, papers, estate or effects which happen to be in his hands for the time being and to which the company is prima facie entitled. payment by (7) The Court may make an order on any contributory for Order for the time being settled on the list of contributories directing contributories payment to be made, in manner in the order mentioned, of moneys due from him or from the estate of the person whom he represents, to the company, exclusive of moneys which he or the estate of the person whom he represents may be liable to contribute by virtue of any call made or to be made by the Court in pursuance of this Ordinance. Power to order a bank to account of (8) The Court may order any contributory, purchaser or payment into other person from whom money is due to the company to pay the same. into any bank appointed for the purpose in any official general order made under this Ordinance, or in default of such liquidator bank into a bank named in the order, or into a branch of such bank, to the account of the liquidators instead of to the liquidators, and the order may be enforced in the same manner as if it had directed payment to the liquidators. contributory clusive evi as to real (9) An order made by the Court in pursuance of this Ordi- Order on nance upon any contributory shall, subject to the provisions to be conherein contained for appealing against such order, be conclusive dence except evidence that the moneys, if any, thereby appearing to be due, state of or ordered to be paid, are due; and all other pertinent matters deceased stated in the order are to be taken to be truly stated as against all persons and in all proceedings whatsoever. (10) The Court may make such order for the inspection by Inspection of the creditors and contributories of the company of its books books and papers as the Court thinks just; and any books and papers in the possession of the company may be inspected in conformity with the order of the Court, but not further or otherwise. Examination before court or (11) The Court may, at any time after the commencement of the winding up of the company, summon to appear before the of persons Court or liquidators any officer of the company, or any other liquidator person known or suspected to have in his possession any of the estate or effects of the company, or supposed to be indebted to the company, or any person whom the Court may deem capable of giving information concerning the trade, dealings, estate or effects of the company; and in case of refusal to appear or answer the questions submitted he may be committed and punished by the judge as for a contempt. books, etc. (12) The Court may require any such officer or person to Production of produce any books, papers, deeds, writings, or other documents in his custody or power relating to the company. person sum (13) If any person so summoned, after being tendered the Penalty on fees to which a witness is entitled in the Court, refuses to come moned not before the Court or liquidators at the time appointed, having attending Mode of examination Subpoenas Liens Power of Court to assess damages against delinquent no lawful impediment, the Court may cause such person to be apprehended and brought before the Court or liquidators for examination. (14) The Court or liquidators may examine upon oath any person appearing or brought before them in the manner aforesaid concerning the affairs, dealings, estate or effects of the company, and may reduce into writing the answers of every such person and require him to subscribe the same. (15) In any proceeding under this Ordinance the Court may order a writ of subpoena ad testificandum or of subpœna duces tecum to issue commanding the attendance as a witness of any person within the limits of the Territories. (16) Where any person claims a lien on papers, deeds or writings or documents produced by him such production shall be without prejudice to the lien and the Court shall have jurisdiction in the winding up to determine all questions relating to such lien. (17) Where in the course of winding up a company under this Ordinance it appears that any past or present director, manager, liquidator or any officer of the company has misdirectors, etc. applied or retained in his own hands or become liable or Proceedings by contribu tories at their own expense and for their own benefit only accountable for moneys of the company, or been guilty of any misfeasance or breach of trust in relation to the company the Court may, on the application of a liquidator or of any contributory of the company, notwithstanding that the offence is one for which the offender is criminally responsible, examine into the conduct of such director, manager, liquidator or other officer, and compel him to repay the moneys so misapplied or retained, or for which he has become liable or accountable, together with interest at such rate as the Court thinks just, or to contribute such sums of money to the assets of the company by way of compensation in respect of such misapplication, retainer, misfeasance, or breach of trust, as the Court thinks just. 23. If at any time a member of the company desires to cause any proceeding to be taken which, in his opinion, would be for the benefit of the company, and the liquidators, with or without the authority of the members of the company or of the inspectors, refuse or neglect to take such proceeding, after being duly required so to do, such member of the company shall have the right to obtain an order of the Court, authorising him to take such proceeding in the name of the liquidators or company, but at his own expense and risk, upon such terms and conditions as to indemnity to the liquidators as the Court may prescribe and thereupon any benefit derived from such proceeding shall belong exclusively to the member of the company instituting the same, for his benefit and that of any other member of the company who may have joined him in causing the institution of such proceeding but if, before such order is granted, the liquidators signify to the Court their readiness to institute such proceeding for the benefit of the company, an |