Transfer.

Allotting

stock.

Calling in instalments.

Ten per cent.

called in

subject to all such conditions and restrictions as by this Act, or by the special Act or by-laws of the company, may be prescribed. R. S. O. 1877, c. 149, s. 18.

19. If the special Act makes no other definite provision, the stock of the company shall be allotted, when and as the directors, by by-law or otherwise, may ordain. R. S. O. 1877,c. 149, s. 19.

20. The directors of the company may call in and demand from the shareholders thereof, respectively, all sums of money by them subscribed, at such times and places, and in such payments or instalments, as the special Act, or as this Act may require or allow; and interest shall accrue and fall due, at the legal rate for the time being, upon the amount of any unpaid call, from the day appointed for payment of such call. R. S. O. 1877, c. 149, s. 20.

21. Not less than ten per centum upon the allotted stock at least to be of the company shall, by means of one or more calls, be called in and made payable within one year from the incorporation of the company; and the residue when and as the by-laws of the company enact. R. S. O. 1877, c. 141, s. 21.

yearly.

Action for calls; what

only need to

22. The company may enforce payment of all calls and interest thereon, by action in any Court of competent jurisdic

be alleged and tion; and in such action it shall not be necessary to set forth proved. the special matter, but it shall be sufficient to state that the defendant is a holder of one share or more, stating the number of shares, and is indebted in the sum of money to which the calls in arrear amount, in respect of one call or more upon one share or more, stating the number of calls and the amount of each, whereby an action has accrued to the company under this Act; and a certificate under the seal, and purporting to be signed by any officer of the company, to the effect that the defendant is a shareholder, that such call or calls has or have been made, and that so much is due by him and unpaid thereon, shall be received in all Courts as prima facie evidence to that effect. R. S. O. 1877, c. 149, s. 22.

Forfeiture for

23. If, after such demand or notice as by the special Act non-payment. or by-laws of the company is prescribed, any call made upon any share or shares is not paid within such time as by the special Act or by-laws is limited in that behalf, the directors, in their discretion, by vote to that effect, reciting the facts, and duly recorded in their minutes, may summarily forfeit any shares whereon such payment is not made; and the same shall shares to be thereupon become the property of the company, and may be disposed of as by by-laws or otherwise it may ordain. RS. 0. 1877, c. 149, s. 23.

Forfeited

long to the

company.

24. No share shall be transferable, until all previous calls Calls must be thereon have been fully paid in, or until declared forfeited for paid before non-payment of calls thereon. R. S. O. 1877, c. 149, s. 24.

transfer.

in arrear not

25. No shareholder being in arrear in respect of any call Shareholders shall be entitled to vote at any meeting of the company to vote. R. S. O. 1877, c. 149, s. 25.

26. The company shall cause a book or books to be kept Books to be by the secretary, or by some other officer specially charged kept by the with that duty, wherein shall be kept recorded—

company.

1. The names, alphabetically arranged, of all persons who What to conare or have been shareholders;

2. The address and calling of every such person, while such

shareholder;

3. The number of shares of stock, held by each shareholder;

4. The amounts paid in, and remaining unpaid, respectively, on the stock of each shareholder;

5. All transfers of stock, in their order as presented to the company for entry, with the date and other particulars of each transfer, and the date of the entry thereof; and—

6. The names, addresses and calling, of all persons who are or have been directors of the company; with the several dates at which each person became or ceased to be such.director. R. S. O. 1877, c. 149, s. 26.

tain.

disallow

tain cases.

out means.

27. The directors may refuse to allow the entry in any such Directors may book, of any transfer of stock whereof the whole amount transfer of has not been paid in; and whenever entry is made in such stock in cerbook, of any transfer of stock not fully paid in, to a person not being of apparently sufficient means, the directors, jointly and severally, shall be liable to the creditors of the company, Their liability if they allow in the same manner and to the same extent as the transferring transfers to shareholder, but for such entry, would have been; but if any persons withdirector present when such entry is allowed, forthwith, or if any director then absent, within twenty-four hours after he has become aware thereof and able so to do, enters in the minute book of the board of directors his protest against the same, and within eight days thereafter causes such protest to be published in at least one newspaper published at, or as near as may How director be possible to, the office or chief place of business of the com- himself. pany, such director may thereby, and not otherwise, exonerate himself from such liability. R. S. O. 1877, c. 149, s. 27.

may exonerate

fer of stock on

28. No transfer of stock, unless made by sale under execu- Effect of transtion, or under the order or judgment of some competent rights of Court in that behalf, shall be valid for any purpose whatever, parties. save only as exhibiting the rights of the parties thereto

Books to be

holders and

creditors of company.

towards each other, and, as rendering the transferee liable ad interim jointly and severally with the transferor to the company and its creditors, until entry thereof has been duly made in the books of the company. 48 V. c. 33, s. 4.

29. Such books shall, during reasonable business hours of open to share every day, except Sundays and statutory holidays, be kept open for the inspection of shareholders and creditors of the company, and their personal representatives, at the office or chief place of business of the company; and every such shareholder, creditor or representative may make extracts therefrom. R. S. O. 1877, c. 149, s. 29.

Effect as evidence.

Forfeiture of

rights for not

30. Such books shall be prima facie evidence, of all facts purporting to be thereby stated, in any action or proceeding against the company or against any shareholder. R. S. O. 1877, c. 149, s. 30.

31. Every company neglecting to keep such book or books keeping books, open for inspection as aforesaid, shall forfeit its corporate rights. R. S. O. 1877, c. 149, s. 31.

Company not bound to see to execution

of trusts on shares.

Contracts, bills, notes, etc., by the

32. The company shall not be bound to see to the execution of any trust, whether express, implied or constructive, in respect of any shares; and the receipt of the shareholder in whose name the same stand in the books of the company, shall be a valid and binding discharge to the company for any dividend or money payable in respect of such shares, and whether or not notice of the trust has been given to the company; and the and the company shall not be bound to see to the application of the money paid upon such receipt. R.S.O. 1877, c. 149,

s. 32.

33.-(1) Every contract, agreement, engagement or bargain made, and every bill of exchange drawn, accepted or endorsed, Company, how and every promissory note and cheque made, drawn or endorsed to be executed. on behalf of the company, by any agent, officer or servant of the company, in general accordance with his powers as such under the by-laws of the company, shall be binding upon the company; and in no case shall it be necessary to have the seal of the company affixed to such contract, agreement, engagement, bargain, bill of exchange, promissory note or cheque, or to prove that the same was made, drawn, accepted or endorsed, as the case may be, in pursuance of any by-law, or special vote or order; nor shall the party so acting as agent, officer or servant of the company, be thereby subjected individually to any liability whatsoever to any third third party, therefor.

Proviso.

(2) Nothing in this section shall be construed to authorize the company to issue any note payable to the bearer thereof, or any promissory note intended to be circulated as money, or as the note of a bank. R. S. O. 1877, c. 149, s. 33.

34. No company shall use any of its funds in the purchase As to holding of stock in any other corporation, unless in so far as such pur- stock in other chase is specially authorized by the special Act, and also by the Act creating such other corporation. R. S. O. 1877,

c. 149, s. 34.

35. Every shareholder, until the whole amount of his stock Liability of has been paid up, shall be individually liable to the creditors of shareholders. the company, to an amount equal to that not paid up thereon; but shall not be liable to an action therefor by any creditor, before an execution against the company has been returned unsatisfied in whole or in part; and the amount due on such execution, but not beyond the amount so unpaid of his said stock, shall be the amount recoverable with costs, against such shareholder. 48 V. c. 33, s. 2.

36. A shareholder may plead, by way of defence in whole Set off. or in part, any set off which he could set up against the company, except a claim for unpaid dividends, or a salary or allowance as a president or a director of the said company. 48 V. c. 33. s. 3.

beyond

37. The shareholders of the company shall not as such be Shareholders held responsible for any act, default, or liability whatsoever of not liable the company, or for any engagement, claim, payment, loss, injury, amount of transaction, matter or thing whatsoever, relating to or connected their stock. with the company, beyond the unpaid amount of their respective shares in the capital stock thereof. 48 V. c. 33, s. 8.

38. No person holding stock in the company as executor, Liability of administrator, guardian or trustee, shall be personally subject trustees. to liability as a shareholder, but the estates and funds in the hands of such person shall be liable in like manner and to the same extent as the testator or intestate, or the minor, ward, or person interested in the trust fund would be, if living and competent to act, and holding such stock in his own name. 48 V. c. 33, s. 5.

respect of

39. No person holding stock in the company as collateral Liability in security shall be personally subject to liability as a shareholder, ek held as but the person pledging the stock as such collateral security collateral shall be considered as holding the same, and shall be liable as security. a shareholder in respect thereof. 48 V. c. 33, s. 6.

39.

40. Unless the special or general Act by or under which Application of the company is incorporated expressly provides otherwise, ss. 28 and 35sections 28, 35, 36, 37, 38 and 39, shall apply to all joint stock companies incorporated by the Legislature of this Province, or under its authority, and to all such companies incorporated prior to the 1st day of July, 1867, whose incorporation is subject in the particulars in the said sections mentioned to the legislative authority of this Province. 48 V. c. 33, s. 1.

Voting on such stock.

Liability of

directors to servants of company.

Penalty for paying dividends when company is

41. Every executor, administrator, guardian 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. R. S. O. 1877, c. 149, s. 38. See Cap. 157, s. 65.

42. The directors of the company shall be jointly and severally liable to the labourers, servants and apprentices of the company, for all debts not exceeding one year's wages, due for service performed to the company whilst they are such directors respectively; but no director shall be liable unless the company has been sued therefor within one year after the same became exigible, nor yet unless such director is sued therefor within one year thereafter, nor yet before an execution against the company has been returned unsatisfied in whole or in part; and the amount due on such execution shall be the amount recoverable with costs, against the directors. R. S. O. 1877, c. 149, s. 39.

43. (1) If the directors of the company declare and pay any dividend when the company is insolvent, or any dividend the payment of which renders the company insolvent, or diminishes nsolvent, etc the capital stock thereof, they shall be jointly and severally

How a director may ex

onerate himself.

Penalty for lending com

pany's money

to sharehold

ers.

liable, as well to the company as to the individual shareholders and creditors thereof, for all the debts of the company then existing, and for all thereafter contracted during their continuance in office, respectively.

(2) If any director present when such dividend is declared forthwith, or if any director then absent, within twentyfour hours after he has become aware thereof and able so to do, enters on the minutes of the board of directors his protest against the same, and within eight days thereafter causes such protest to be published in at least one newspaper published in, or as near as may be possible to the place where the office or chief place of business of the company is, such director may thereby, and not otherwise, exonerate himself from liability. R. S. O. 1877, c. 149, s. 40.

44. No loan shall be made by the company to any shareholder, and if such loan is made, all directors and other officers of the company making the same, or in any wise assenting thereto, shall be jointly and severally liable to the company for the amount thereof, and also to third parties, to the extent of such loan with legal interest, for all the debts of the company contracted from the time of the making of such loan to that of the repayment thereof. R. S. O. 1877, c. 149, s. 41.