place at which such person carries on his cream business shall be a cream station and a branch of any such creamery, within the meaning of this Act. [1907, c. 16, s. 2; 1910, c. 15, s. 1; 1918, c. 44, s. 1; 1921, c. 5, s. 23(1).] PART I. Associations for Manufacture of Butter and Cheese. incorporation 3.-(1) Any five or more persons who desire to associate Mode of themselves together for the purpose of manufacturing or providing cold storage for the safe keeping of butter or cheese or both, or for the purpose of fattening poultry, may make, sign and acknowledge before any person empowered to administer oaths or affidavits to be used in the Supreme Court of the Province and file in the office of the Provincial Secretary a declaration in writing in form A in the schedule hereto or to the same effect, and such declaration shall state the name of one of the persons signing the same as having been appointed provisional secretary of the association. necessary (2) No such declaration shall be filed unless shares to Minimum the extent of one thousand five hundred dollars have been subscription subscribed of which not less than one thousand dollars have been paid up by the persons signing such declaration and evidence of such subscription and payment shall be filed with such declaration. [1907, c. 16, ss. 3, 6; 1908, c. 20, s. 25.] to name of 4. No association under this Act shall be incorporated Restriction as under a name identical with that by which any other existing company association has been registered or so nearly resembling such name as to be likely to deceive the public. [1907, c. 16, s. 4.] place of 5. Any declaration so to be filed shall designate any one Stating or more places in the Province where business is to be business carried on. [1907, c. 16, s. 5.] powers 6. Upon the filing of the declaration the members of the Corporate association shall become a body corporate by the name therein described with power to purchase, hold, sell, pledge or mortgage such lands as are required for the convenient management of their business, and with full power to do all necessary acts and enter into all necessary contracts for the purpose of managing and conducting their said [1907, c. 16, s. 3; 1913(1), c. 9, s. 18.] business. Certificate of filing declaration Rules of association Amendment of rules 7. The Provincial Secretary shall indorse on a copy of the said declaration if sent or delivered to him for that purpose a certificate of the original having been filed in his office with the date of filing and every such copy of said declaration with such certificate signed by the Provincial Secretary shall be prima facie evidence of the facts stated therein and of the incorporation of the association. [1907, c. 16, s. 7.] 8. (1) Within one month after the filing of such declaration as aforesaid a meeting of the members of the association shall be called by notice to be mailed or delivered to each member by the provisional secretary at least ten days before the day of meeting. (2) At such meeting or at any adjournment thereof the members of the association shall agree upon and frame a set of rules for the regulation and management of the association which shall declare and provide among other things: (a) the amount of the whole capital stock of the association if it is to be limited and the amount of each share; (b) the highest number of shares which may be alloted to any one person which shall not exceed in par value one thousand dollars; (c) the mode and terms of payment of shares and the manner of making calls thereon and the mode and conditions of the transfer of the shares; (d) the conditions on which new members may be admitted; (e) a mode of convening general and special meetings; (f) provision for the audit of accounts; (g) provision for the withdrawal of members; (h) the appointment of directors and other officers and their respective duties and provisions for filling vacancies caused by death, resignation or other causes. (3) A copy of all such rules signed by the secretary shall forthwith be filed in the office of the Provincial Secretary with a statutory declaration by the secretary of the association that the same is a true copy of the rules adopted. (4) Such rules shall not take effect until filed as aforesaid, and they shall be framed and filed before the association shall carry on any operations. [1907, c. 16, s. 8.] 9. All rules made by any association formed under this part may be repealed, altered or amended or new rules may be made at a special meeting regularly called for that purpose: Provided that no new or amended rules shall be inconsistent with the provisions of this Act: Provided further that no new or amended rules shall have any force or effect until a copy verified by statutory declaration of the president or other head officer or of the secretary of the association to be a true copy of such new or amended rules passed by the association at a meeting specially called as aforesaid has been filed in the office of the Provincial Secretary. [1907, c. 16, s. 9.] 10. (1) The association shall cause a book or books Books to be kept by the secretary or by some other officer especially charged with that duty wherein shall be kept a duplicate of the declaration hereinbefore mentioned and of all by-laws, rules and regulations made by the shareholders or by the board of directors. (2) Such book or books shall be filed in the office of the Provincial Secretary, and every member of the association shall sign the duplicate declaration therein. [1907, c. 16, s. 10.] 11. Any person desiring to become a member of or a Members stockholder in any association after incorporation as aforesaid may, subject to the provisions of the said rules, sign the duplicate declaration mentioned in the next preceding section and shall thereupon become a member and shall be entitled to the rights and privileges of membership and shall become liable as a member as fully as though he had signed the declaration prior to the incorporation of the association. [1907, c. 16, s. 11.] members 12. (1) The rules of every association incorporated Rules to bind under this Act shall bind the association and members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto. debts to (2) All moneys payable by any member to the associa- Members' tion in pursuance of the said rules shall be deemed to be a association debt due from such member to the association. [1907, c. 16, s. 12.] 13. The capital of the association shall be in shares of Capital stock such denomination as mentioned in the rules. [1907, c. 16, s. 13.] election 14. All elections at meetings of shareholders shall be Mode of by ballot and each member shall have one vote for each share of the stock held by him in respect of which he is not in default for any calls made thereon. [1907, c. 16, s. 14.] disputes by 15. Any dispute between members or between members Deciding and any association established under this Act, or between arbitration any person claiming through or under a member or under Liability of shareholders Annual return Violation of contract to supply milk or cream Mortgage on real estate How executed Borrowing powers the rules of such association, and the directors, treasurer 16. The liability of the shareholders shall be limited; 17. Every association formed under this Act shall, not later than the thirty-first day of January in each year, make a return to the Provincial Secretary of its affairs during the year ending the thirty-first day of December preceding. [1907, c. 16, s. 17.] 18. Any person who wilfully violates a contract to supply milk or cream to an association formed under this Act may on summary conviction thereof before a justice of the peace in addition to any civil remedy available against him, be ordered to pay such association by way of a penalty a sum not exceeding twenty-five dollars together with costs of prosecution. [1907, c. 16, s. 18.] 19. Every association formed under this Act may execute a mortgage upon any real estate purchased or agreed to be purchased by it for the purpose of securing the payment of the whole or a portion of the purchase money of such real estate or in order to raise money for the purpose of its business or to secure payment of any bonds issued or to be issued and may covenant for the repayment of the said mortgage money and interest, and generally may make such provisions binding on the association as are usually contained in mortgages. [1907, c. 16, s. 19.] 20. Any such mortgage may be executed in accordance with the rules passed for the regulation and management of the association in that behalf, and upon being so executed shall be a valid security of the said association. [1907, c. 16, s. 20.] 21. (1) Every association may borrow money for the purpose of its business and issue bonds or debentures for the repayment of the same with interest, and such bonds. or debentures may be secured upon the real and personal estate of the association including called or uncalled capital, and may be issued in accordance with the rules of the association. (2) Such bonds shall be payable at such time or times as may be therein expressed, and may be mortgaged, sold or hypothecated by the said association in accordance with any provisions in that behalf included in the said rules, but they shall not be issued until approved by the Lieutenant Governor in Council, nor until a notice in writing of the intended issue has been deposited in the office of the Provincial Secretary. [1907, c. 16, s. 21.] buildings 22. No association incorporated under the provisions Erection of of this Act shall erect any building for the purposes of manufacturing butter or cheese until the site, plans and specifications of such building have been approved by the Minister. [1907, c. 16, s. 22.] commissioner 23. The Lieutenant Governor in Council may appoint Dairy a dairy commissioner, fix his remuneration and define his duties. [1907, c. 16, s. 23.] 24. The Minister may, out of the moneys appropriated Loans by the Legislature in that behalf, authorize the making of a loan to any association incorporated under the provisions of this Act and determine the amounts and conditions upon which such loans may be made and repaid: Provided that no such loan shall exceed the sum of one thousand five hundred dollars. [1907, c. 16, s. 24.] business of 25. The Minister may, with the consent of any associa- Operation of tion incorporated under the provisions of this Act, under- association take and continue in whole or in part the management and operations of the business of any such association upon such conditions and for such period as the Lieutenant Governor in Council may deem expedient. [1907, c. 16, s. 25.] existing 26. Every association incorporated under the provisions Previously of The Dairymen's Ordinance is hereby continued as a butter associations and cheese manufacturing association under and subject to the provisions of this Act. [1907, c. 16, s. 26.] |