and registration of stock certificates, the sale and forfeiture of stock for non-payment in accordance with the provisions of this Act, the disposal of such forfeited stock and the proceeds thereof, the transfer of stock and registration of transfers, the declaring and payment of dividends, the number of directors, the appointment, functions, duties and removal of agents, officers and servants of the company, the security to be given by them, their remuneration and that (if any) of the directors, the time and place of annual meetings of the company, the calling of meetings of the board of or committee of directors, and meetings of the company, the procedure at meetings, the imposition and recovery of all penalties and forfeitures admitting of regulation by by-laws, and the conduct and management in all other particulars of the affairs of the company, and may from time to time repeal, amend and re-enact the same; provided that all such by-laws, rules and regulations made by the directors as aforesaid shall only be valid and Confirmation binding until the next annual general meeting of shareholders, of by-laws at next annual meeting of shareholders. Extent of real estate holdings of the company How long may be held. when they must be submitted to such meeting for confirmation, and shall thereafter have force and effect only as so approved or modified. 19. The company shall have power to lease, acquire and hold real estate for the purpose of its use and accommodation of its business, within this Province, of an annual value not exceeding twenty thousand dollars, and to sell or dispose of the same and acquire other property in its place, as may be deemed expedient, and, further, to take, hold, acquire, sell or otherwise deal with all such lands and tenements, real or personal estate, as shall have been bona fide mortgaged to it by way of security, or conveyed to it in satisfaction of debts previously contracted in the course of its business, or purchased at sales upon judgments which shall have been obtained for such debts, or purchased for the purpose of avoiding a loss to the company in respect thereof or of the owner thereof, and to retain the same for a period not exceeding seven years from the date of the acquisition thereof. The Investments. company may invest its funds or any part thereof in any of the public securities of the Dominion of Canada or any of the Provinces thereof or in bonds or debentures of any incorporated city, town or municipality authorized to issue bonds or debentures, or in mortgages or loans upon real estate, and the said company may do all acts and things investments. that may be necessary for recovering and obtaining repayment thereof, and for enforcing payment of all interest accruing thereon or any conditions attached to such advance or any forfeiture consequent on the non-payment thereof, and give all necessary and proper receipts, acquittances and discharges for the same, and do, authorize and exercise all acts and powers whatsoever requisite or expedient to be done and exercised in relation to the same. Powers in relation to of shares. 20. No transfer of any share of the capital stock of the Transfer said company shall be valid until the same has been entered in the books of the company, according to such form as may be from time to time prescribed by by-law; provided always that no shareholder indebted to the company shall be permitted to make a transfer or receive a dividend until such debt is Restriction paid or secured to the satisfaction of the directors, and no ferring transfer of stock shall at any time be made until all calls thereon due up to the time of transfer shall have been paid. on trans shares. of share limited. 21. In the event of the property and assets of the said Liability company being insufficient to liquidate its debts, liabilities holders and engagements, the shareholders shall be liable for the deficiency, but to no greater extent than the amount of the balance remaining unpaid upon their respective shares in the capital stock. creditors of against holders. 22. No shareholder shall be liable to any action for Actions by any debt, liability or engagement of the said company by company any creditor thereof before an execution against the com-sharepany has been returned unsatisfied in whole or in part; and the amount due on such execution shall, subject to the provisions of the last preceding section, be the amount recoverable with costs against such shareholders; provided that any set-offs that shareholder may plead, by way of defence in whole or in plead in part, any set-off which he could set up against the company, except a claim for unpaid dividends, or salary or allowance as a president or director. they may defence. tion with, of, or sale company of share 23. The company shall, upon giving notice of intention Amalgamaso to do, in the manner provided in section 4, have power or purchase to amalgamate with or purchase the business of any other of business company engaged in any similar insurance business, or to to, another sell out and dispose of the business of the company to any with consent other such company, upon such terms and conditions as may holders. be agreed upon, and as shall not impair the recourse or remedy of any creditor of either company; but, before the completion of any such amalgamation, purchase or sale, the consent of two-thirds in value of the votes of the shareholders shall be obtained at any general meeting or a special meeting of the shareholders called for the purpose. subject to respecting insurance 24. This Act, and the company hereby incorporated, and Company the exercise of the powers hereby conferred, shall be sub-general laws ject to any general laws in force, or that may hereafter be in force, respecting insurance companies, in virtue of any companies. Act passed or which may be hereafter enacted by the Legislature of this Province. Company must com mence business within two years. Company not bound by trusts of shares. 25. The powers hereby granted shall cease and determine at the end of two years from the coming into force of this Act, unless the company shall commence insurance business under this Act and go into operation within that time. 26. The company or directors shall not be bound to see to the execution of any trust, express, implied or constructive, affecting any share or shares of its stock and, notwithstanding any such trust or notice thereof to the company or directors, the receipt of the person in whose name any share stands in the company's books shall be a sufficient discharge to the cour pany for any money paid in respect of such share or shares. 27. This Act shall come into force on the day it is assented to. CHAPTER 100. An Act to amend the Act incorporating "The Paris-Winnipeg [Assented to March 24th, 1911.] W HEREAS "The Paris-Winnipeg Mortgage Company have by their petition prayed that their Act of incorporation may be amended; and whereas it is expedient to grant the prayer of the said petition, Therefore His Majesty, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows: amended. 1. Section 11 of the said Act, being chapter 107 of 10 s. 11 Edward VII, is hereby amended by striking out the words " or elsewhere" in the third line thereof. 2. Sub-section (2) of said section 11 of the said Act is hereby amended by striking out the words " and not merely to its business transacted in this Province alone " in the nineteenth and twentieth lines thereof. 3. This Act shall come into force on the day it is assented to. S-s. (2) of 8. 11 amended. CHAPTER 101. An Act to incorporate "Les Peres, Fils de Marie Immaculee." Preamble. Incorpora tors. Incorporation. Name. First directors. Quorum. Powers of the first directors. W [Assented to March 10th, 1911.] HEREAS certain persons have been associated together for several years as a religious congregation, under the name of "Les Pères, Fils de Marie Immaculée," with the object of preaching, holding missions, farming, teaching and performing various works of religion and mercy; and whereas the said persons have, by their petition, prayed that they might be incorporated, and whereas it is expedient to grant the prayer of their petition, Therefore His Majesty, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows: 1. The Reverend Fathers Esprit Mercièr, Charles Lorieau, Jules Chaigne, Alfred Molté and Xavier Charrieau, and such other persons as shall hereafter become members of the said congregation, are hereby constituted a body politic and corporate, under the name of "Les Pères, Fils de Marie Immaculée," and by that name shall have perpetual succession, and may sue and be sued, plead and be impleaded, and may have and use a common seal, and power from time to to time make, alter, break or change the same. 2. The persons named in section 1 of this Act shall be the first directors of the corporation, three of whom shall be a quorum for the transaction of business. 3. The said directors shall have power to make by-laws, rules and regulations, not being contrary to this Act nor to the laws of this Province, as shall be useful or necessary for the interests of the said corporation, for the management thereof, and for all the affairs and property of the corporation, for the admission of members into or their removal from the said corporation, for their qualifications and for all other purposes having for their object the promotion of the welfare and interests of the said corporation, and from time to time to amend, alter or repeal the said by-laws, rules, orders and regulations, or any of them, and in such manner as the said corporation may deem meet and expendient. |