Examination of company by Board

Application for receiver

ness in an unsafe, inequitable or unwise manner, or is jeopardizing the interest of its stockholders or investors in shares, stocks, bonds or other securities, or whenever any such company fails or refuses to file any papers, statements or documents required by this Act or by any order of the Board or to furnish any information at any time required by the Board, or where the company, or any person on its behalf, has published any advertisement, circular, letter or other document containing any offer to sell or solicitation to purchase any of its shares, bonds, stocks or other securities, which in the opinion of the Board is unfair, or misleading or not in accordance with the prospectus of the company, the Board may revoke the licence or licences granted to such company, and to any agent or agents thereof, and may cause notice of such revocation to be published in The Alberta Gazette and in such other manner as to it may seem expedient, and any certificate or licence so revoked shall be no longer of avail to the said company or any agent thereof.

[1916, c. 8, s. 12; 1917, c. 3, s. 27(4).]

14.—(1) Every such company shall, in respect of matters within the jurisdiction of the Legislature of this Province, be subject to examination by the Board, or its duly authorized officer or officers, whenever the Board may deem it advisable, and the Board may for that purpose exercise the same powers of investigation, as those conferred upon it by The Public Utilities Act and the rules made thereunder.

(2) If the Board sees fit it may order that such company, or any applicant for such examination, shall pay the costs and expenses of such examination, to be fixed by the Board, and such costs and expenses may be recovered in the manner authorized for the recovery of costs and expenses under The Public Utilities Act.

(3) The failure or refusal of any such company to pay such costs and expenses shall operate as a revocation of any certificate granted to it or to an agent hereunder, which revocation shall be effectual upon the publication of notice to that effect by the Board published in The Alberta Gazette.

(4) This section shall apply in respect of the shares, stocks, bonds and securities of any company incorporated under the authority of the Parliament of Canada or of the Legislature of this Province. [1916, c. 8, s. 13.]

15. Whenever it appears to the Board that the assets of any such company doing any of such business in this Province are impaired to the extent that they do not equal its liabilities, or that it is conducting its business in an unsafe, inequitable or unauthorized manner, or is

jeopardizing the interest of its stockholders or investors
in shares, stocks, bonds or other securities offered by it
for sale, or whenever any such company shall fail or refuse
to file any papers, statements or documents required by
this Act, without giving satisfactory reasons therefor,
the Board shall at once communicate such facts to the
Attorney General, who may thereupon apply to the Supreme
Court, or a judge of the said Court, for the appointment of a
receiver to take charge of and wind up the business of
such company, and any such fact shall be sufficient evidence
to authorize the appointment of a receiver and the making
of such orders and decrees in such cases as to the said
Court or judge may seem meet.
[1916, c. 8, s. 14.]

Penalties and Fees.

16. Any person who does any Act forbidden by this Penalties Act or declared by this Act to be unlawful shall, on summary conviction before a police magistrate or two justices of the peace, be liable to a fine of not more than five hundred dollars, and in default of payment, to imprisonment for a term not exceeding six months. [1916, c. 8, s. 15.]

17. All fees or charges herein provided for shall be Fees collected by the Board and paid to the Provincial Treasurer for the use of the Province. [1916, c. 8, s. 16.]

Short title

CHAPTER 170.

An Act respecting the Voluntary Winding Up of
Joint Stock Companies.

HIS

IS MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Alberta, enacts as follows:

Short Title.

1. This Act may be cited as "The Companies Winding Up Act." [1903(1), c. 13, s. 1.]

Interpretation.

Interpretation
Company

Contributory

Court
Power of judge

Extraordinary resolution

Members

Special resolution

2. In this Act, unless the context otherwise requires,(a) "Company" shall mean any company or association to which this Act is applicable;

(b) "Contributory" shall mean any person liable to contribute to the assets of a company under this Act in the event of the same being wound up, and in all proceedings prior to the final determination of whether he is a contributory, any person alleged to be a contributory, and shall include the personal representative or representatives of any such person;

(c) "Court" shall mean the Supreme Court of the Province of Alberta, and any judge of the Court may at any time whether sitting in chambers or in Court exercise all the powers conferred by this Act upon the Court;

(d) "Extraordinary resolution" shall mean a resolution passed by a majority of not less than threefourths of such members of the company for the time being entitled to vote as may be present in person, or by proxy in cases where by the Act or charter or instrument of incorporation or the regulations of the company proxies are allowed, at any general meeting of which notice specifying the intention to propose such resolution has been duly given;

(e) "Members" shall mean those persons only who for
the time being are entitled to vote at general
meetings of the company;

(f) "Special resolution" shall
shall mean a resolution
passed in the manner necessary for an extra-
ordinary resolution which after having been so
passed as aforesaid has been confirmed by a
majority of such members entitled according to

the Act, charter or instrument of incorporation
or the regulations of the company to vote as may
be present, in person or by proxy, at a subsequent
general meeting of which notice has been duly
given, and held at an interval of not less than
fourteen days nor more than one month after the
date of the meeting at which the resolution was
first passed.
[1903(1), c. 13, s. 2.]

Application of Act.

of Act

3. This Act shall apply to all companies or associations Application incorporated by the Legislature of the Territories or of the Province or under the authority of any Ordinance of the Territories or Act of the Province. [1903(1), c. 13, s. 3.]

Extraordinary and Special Resolutions.

carrying of

4. (1) At any meeting at which an extraordinary Evidence of resolution is submitted to be passed or a special resolu- resolution tion is submitted to be passed or confirmed, a declaration of the chairman that the resolution is carried shall, unless a poll is demanded, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

for poll

(2) At any such meeting a poll may be demanded by Demand any three persons entitled to vote, notwithstanding anything contained in the articles of association.

majority

(3) When a poll is demanded in accordance with this Computing section, in computing the majority on the poll reference on poll shall be had to the number of votes to which each member is entitled by the articles of association of the company.

and sufficient

(4) Notice for the holding of any such meeting shall be Necessary deemed to be duly given and the meeting shall be deemed notice, etc. to be duly held when the notice is given and the meeting held in the manner provided by the articles of association. [1916, c. 3, s. 37.]

When Companies may be Wound Up.

5. A company may be wound up under this Act

(a) where the period, if any, fixed for the duration of Winding up
the company by the Act or the charter or instru-
ment of incorporation has expired; or where the
event, if any, has occurred upon the occurrence of
which it is provided by the Act or charter or
instrument of incorporation that the company
is to be dissolved and the company in general
meeting has passed a resolution requiring the
company to be wound up;

(b) where the company has passed a special resolution
requiring the company to be wound up; or

Winding up on application

(c) where the company though it may be solvent as.
respects creditors has passed an extraordinary
resolution to the effect that it has been proved
to the satisfaction of the members thereof that the
company cannot by reason of its liabilities continue
its business and that it is advisable to wind up the
[1903(1), c. 13, s. 4.]

same.

6. Where no such resolution has been passed as menof contributory tioned in the next preceding section, the Court may, on the application of a contributory, make an order for winding up in case the Court is of opinion that it is just and equitable that the company should be wound up. [1903(1), c. 13, s. 5.]

Commence

ment of winding up

Consequences

of commencing to wind up

Extent of company's existence after

commencement of

winding up

Property of company

Appointment of liquidators

7. A winding up shall be deemed to commence at the time of the passing of the resolution authorizing, or the making of the order directing, the winding up, as the case may be. [1903(1), c. 13, s. 6.]

Consequences of Commencing to Wind Up.

8. The following consequences shall ensue upon the commencement of the winding up of a company under the authority of this Act, that is to say-

(a) The company shall, from the date of the commencement of the winding up, cease to carry on its business, except in so far as may be required for the purposes of the winding up thereof; and any transfers of shares, except transfers made to or with the sanction of the liquidators, or any alteration in the status of the members of the company, after the commencement of the winding up, shall be void, but the corporate existence and all the corporate powers of the company shall, notwithstanding it may be otherwise provided by the Act, charter or instrument of incorporation, continue until the affairs of the company are wound

up;

(b) Subject to the provisions of section 11 hereof the property of the company shall be applied in satisfaction of its liabilities pari passu, and the surplus after payment of the liabilities and the charges incurred in winding up shall, unless it is otherwise provided by the Act, charter or instrument of incorporation, be distributed amongst the members according to their rights and interests in the company;

(c) The company in general meeting, or in default thereof the Court, shall appoint such persons or person as the company or Court thinks fit to be liquidators or a liquidator for the purpose of