if competent to act and holding such stock in his own name; and no person holding such stock as collateral security shall be personally subject to such liability, but the person pledging or as pledge. such stock shall be considered as holding the same and shall be liable as a shareholder accordingly.

Voting on stock held

by such

persons.

Agencies.

Company subject to general laws.

Company must go

into operation within two years.

Certain sections of

Companies

49. Every executor, administrator or trustee shall represent the stock in his hands at all meetings of the company, and may vote accordingly as a shareholder; and every person who pledges his stock may nevertheless represent the same at all such meetings, and may vote accordingly as a shareholder.

50. The company may have agencies in any place in Great Britain or elsewhere for the registration and transfer of debenture or other stock.

51. The company shall be subject to the general laws of the Province relating to all loan and trust companies carrying on business in the Province of Manitoba.

52. 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 business under this Act and go into operation within that time.

53. Section 32 and sections 57 to 63 inclusive of "The "Joint Stock Manitoba Joint Stock Companies Act," so far as they can be made applicable to the company, are incorporated with this Act so as to form part thereof, and shall be construed herewith as forming one Act.

Act" to apply.

54. This Act shall come into force on the day it is assented to.

CHAPTER 88.

An Act to incorporate "The Kildonan Country Club."

W

[Assented to March 24th, 1911.]

HEREAS certain persons are associated together in the Preamble. Parish of Kildonan, in the Province of Manitoba, under the name of "The Kildonan Country Club," with the object of promoting athletic games and exercises amongst its members and establishing and maintaining recreation grounds at a suitable point in the vicinity of the City of Winnipeg, and for promoting social intercourse between its members, and have by their petition prayed that they may be incorporated for the more effectual carrying out of the aims and objects of the said association, with the powers hereinafter provided, and whereas it is expedient to grant the prayer of such petition,

Therefore His Majesty, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

tors.

1. Edward Bailey Fisher, John Fraser Munroe, William IncorporaRobert Maddock, James McNeill and Thomas L. Cavanagh, all of the City of Winnipeg, and such other persons as shall hereafter become shareholders, are hereby constituted a body corporate and politic in law and in fact under the name of "The Kildonan Country Club," and by that name may sue Name. and be sued, plead and be impleaded in all courts and places whatsoever.

powers.

2. The said corporation shall have perpetual succession Corporate and a common seal, and shall have power from time to time to renew, alter or change the said seal, and the corporation is hereby authorized in the carrying out of its objects to acquire by lease, purchase, gift, issuing of its capital stock, or otherwise, and to own, hold and possess property, real, personal and mixed, and stock of other corporations (provided Amount of that such real property shall not exceed in value the sum of holdings. seventy-five thousand dollars), at such prices and upon such terms and conditions as may be agreed on, and to mortgage, lease, sell or otherwise dispose of the same, and to improve Dealings and use the same by the construction of such buildings, and to make such provision for athletic games and sports, works

real estate

with.

Improve

ments.

Purchases

of goods and supplies.

Capital stock.

shares.

and improvements, either inside or outside the property of the said association, as are or may be necessary or deemed proper. The corporation shall have power to purchase from time to time and at all times upon credit or for cash all such goods or supplies as may be considered necessary by the committee for the purposes of the corporation, and shall have power to buy, sell and deal in all classes and descriptions of goods necessary and expedient for the furtherance of the objects of the corporation.

3. The capital stock of the corporation shall not exceed the sum of seventy-five thousand dollars, divided into seven hundred and fifty shares of one hundred dollars each. No transfer of shares shall be made except by the consent of the comTransfers of mittee hereinafter named. All shares shall be transferred on the books of the corporation in such manner and subject to such restrictions and regulations as may be imposed by the by-laws of the corporation, and calls may be made upon such stock in such instalments and upon such notice as shall be regulated by the by-laws of the corporation.

Calls on.

Committee

of management.

Election of.

Voting at election.

Filling vacancies.

First committee.

By-laws. rules and regulations

4. The affairs of the corporation shall be under the management of a committee composed of the president, vicepresident, secretary-treasurer and six others, all of whom shall be elected at the annual meeting of the shareholders called for that purpose, in such manner and at such time and place as the by-laws of the corporation may provide, and, in the absence of a by-law, then as the committee shall decide. The election of the committee and all other questions voted on at a meeting of the shareholders, except as hereinafter provided, shall be decided by a majority of votes of the shareholders personally present, each shareholder being entitled to one vote for each share of stock held by him, and voting by proxy shall not be allowed except as hereinafter provided. The committee shall continue in office for one year and until their successors have been appointed and, if any vacancy shall occur in the committee during the year, the same shall be filled by the committee by appointment.

5. The persons named in the first paragraph hereof shall constitute the first committee, and they shall hold office until their successors are appointed in accordance with this Act or the by-laws of the corporation, and the association may by by-law provide for the retirement of some of the committee only each year.

6. The committee shall have power to make by-laws, rules and regulations, not contrary to law or to the provisions of this Act, with power to amend, repeal and re-enact the same, for all purposes relating to or bearing on the affairs, business

by the

purposes.

and property of the corporation, its management, government, may be made aims, objects and interests, to regulate the allotment of stock, committee. the making of calls thereon, the payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and the proceeds For what thereof, the transfer of stock, the term of service of officers and' committee, the appointment and functions, duties and removal, of all agents, servants and officers of the corporation, the security to be given by them to the corporation, their remuneration, the time at which and place where the annual meeting shall be held, the calling of meetings, regular and special, of the committee and of the corporation, the quorum and procedure in all things at such meetings, the imposition and recovery of all forfeitures and penalties admitting of regulation by by-law, the admission of honorary members to the privileges of the corporation, the fixing of the amount of admission and annual fees and the collection thereof, the suspension and expulsion of members, the forfeiture of stock for transgression of the by-laws of the corporation, the expulsion of members for cause shown and forfeiture of such expelled member's stock, and the conduct in all other particulars of the affairs of the corporation.

be held

7. No share or shares of the capital stock of the corpora- Shares must tion can be held or owned by any partnership or corporation, individually. and the holder of a share shall not be entitled to any of the privileges of the association, house or grounds, or be capable of being elected one of the committee, or to attend or vote at any meeting of the shareholders or the corporation, unless Election and until such person has been duly elected and then is a to obtaining member of the corporation in good standing, pursuant to the of a by-laws and rules and regulations.

necessary

privileges

member.

tion to

8. No remuneration shall be paid to any member of the Remuneracommittee as such or by virtue of any office occupied by him, members of except as authorized by by-laws of the corporation.

committee.

members

9. No shareholder or member of the committee shall be Liability of personally liable for the debts, torts, contracts or liabilities limited. of the corporation beyond the amount remaining unpaid on his shares.

10. The corporation shall have power from time to time Borrowing to borrow money, and for such purposes may raise or borrow powers. any sum or sums of money by the issue of negotiable instruments, bonds, debentures or other instruments, on such terms. as it may think proper, and may pledge or mortgage all the Security on property and assets, real and personal, and the income of club for the corporation, or any portion thereof, to secure the repayment of the moneys so borrowed and the interest thereon;

property of

loans,

to be given

only with

consent of

provided always that the consent of a majority of the shareholders, at a special meeting called for the purpose, shall be shareholders. first had and obtained for the issue of such debentures or bonds and the mortgaging of the assets, property or income of the corporation, and upon such vote each share shall entitle the holder to one vote, and may be voted on in person or by proxy.

Collection of claims against members.

Negotiable instruments.

11. Any unpaid account a member may have incurred to the corporation for articles ordered by him upon its premises, and the monthly dues unpaid, shall be a debt due by him to the corporation, and may be collected from him by the corporation by due process of law.

12. The said corporation shall have power to draw, make, accept and indorse all cheques, bills of exchange and promissory notes necessary for the purposes of the corporation, under the hands of such members of the committee as shall be by by-law authorized so to do; in no case shall the seal of the corporation be necessary to such note, cheque or bill, nor shall the members so drawing, making or accepting or indorsing as aforesaid be responsible therefor; provided, however, that nothing herein contained shall be construed to authorize the said corporation to issue notes or bills of exchange payable to bearer, or intended to be circulated as money or as notes of a bank.

13. This Act shall come into force on the day it is assented to.