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First

meeting of members.

Business at.

Powers of directors.

Quorum at meetings of members.

Representa

bureau, at some place to be named in the City of Winnipeg, by giving at least ten days' notice thereof in a daily newspaper published in the said city, at which general meeting the members present shall pass by-laws and elect a board of directors, in the manner and qualified as may be by such bylaws provided, and who shall hold office until their successors are elected. The said board of directors so to be elected, and all subsequent boards of directors, shall exercise only such powers as may be authorized by the by-laws of the bureau.

11. At any annual or general or special meeting of the said bureau, whether for the purpose of electing members of the board of directors or for any other purposes in accordance with the by-laws of the said bureau, twenty-five members of the bureau, present in person or by proxy as hereinafter provided, shall constitute a quorum and shall be competent to do and perform all acts which, either by this Act or by any bylaw of the said bureau, are or shall be directed to be done at any such general meeting or special meeting. Such meeting may be adjourned from time to time by the members present until there is a quorum to transact business.

12. The several persons, firms, corporations and association by proxy. tions who shall become members of the bureau shall be entitled to be represented at any meeting of the members by proxy, appointed by writing in such form as the by-laws of the bureau may provide.

Statement to
Provincial

Secretary.

Board of directors.

Bureau may receive grants from City of

Winnipeg.

13. The said bureau shall prepare and transmit to the Department of the Provincial Secretary a statement in duplicate, verified by oath of the president or secretary, setting forth the assets and liabilities of the said bureau, and such other details as the said Department may require, and the said statement shall be made up to the thirty-first day of December in each year.

14. The board of directors shall consist of not more than fifty members, who shall be elected by the members of the bureau, and the by-laws of the bureau may provide for the appointment of additional directors by such public and private corporations and associations as may be given the privilege by the by-laws of the bureau.

15. The said bureau shall have power to receive grants of moneys for the purpose of the bureau, from the City of Winnipeg, and the said city is hereby empowered to appropriate annually and to make a grant to the said bureau for the purpose of aiding the said bureau, provided that the city may

attach such conditions as to the expenditure of any money so granted as the council may see fit.

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

CHAPTER 149.

An Act to amend "An Act to consolidate and amend the
Acts respecting the 'Winnipeg Industrial Exhibition
Association, or, as it is known now, "The Canadian
Industrial Exhibition Association.”

Preamble.

Sec. 10 amended.

Board of directors.

Manner of election.

[Assented to April 6th, 1912.]

WHEREAS the Act respecting "The Winnipeg Indus

trial Exhibition Association" and amendments thereto were amended and consolidated by chapter 69 of the statutes of Manitoba of the year 1907; and whereas, by order-in-council dated the sixth day of June, 1911, the name of the Association was changed to "The Canadian Industrial Exhibition Association;" and whereas the association has by its petition prayed for certain alterations and amendments to its Act of incorporation,

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

1. Section 10 of the said Act is hereby amended by striking out the first twenty-four lines of the said section and by substituting therefor the following: "The board of directors shall consist of not less than twenty-one and not more than thirty-three directors. The directors, other than those provided for in section 13 of this Act, shall be elected by ballot in the manner following, that is to say, the board shall cause a special meeting of the shareholders, to be known as the nomination meeting, to be convened at a date between three and four weeks prior to the date of holding the annual meeting of the association, nominations for the directors to be elected by ballot shall be made at the said nomination meeting, and immediately thereafter, or so soon as it can be conveniently done, and so that ten clear days at least shall elapse between the mailing of the ballot papers and the return of same as herein provided, the board shall cause to be mailed to each shareholder of the association voting papers, together with an envelope in which the same may be returned, which voting papers shall contain a statement of the number of directors to be elected and for whom each shareholder may vote, and also a list of all the shareholders nominated as aforesaid for the position of director, and at the bottom of

such voting papers there shall be a counterfoil for the signature of the member voting, so that upon such signature being verified the counterfoil can be removed before the examination of the ballot. The voting shall be done by placing an 'X' directly opposite the name of the shareholder or shareholders voted for. The ballots shall be returned with the counterfoil, duly signed as aforesaid, to the secretary through the mail or by personal delivery, so that the same reaches his office not later than noon of the day upon which the said annual meeting is fixed to be held. The seals of envelopes shall not be broken except by the scrutineers appointed at the said annual meeting for counting the ballots, and they shall, upon verifying the signatures upon the counterfoil, detach the latter before opening the ballot; provided that, if for any reason whatever there shall be a failure to elect any or all of the said directors, then the said annual meeting shall be adjourned from time to time to a date sufficient to allow for an election of the said directors in accordance with the foregoing procedure, and all officers and directors shall continue to hold office and exercise all their respective powers until their successors are duly elected."

amended.

2. Section 13 of the said Act is hereby amended by in- sec. 13 serting after the word "Winnipeg" in the seventh line thereof the following; "and the mayor of the City of Winnipeg from time to time shall ex officio be a member of the said board of directors;" and by inserting between the words "association" and "and," as they appear in the tenth line of the said section, the following, "and the Public Parks Board of the City of Winnipeg."

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

CHAPTER 150.

An Act respecting "The Winnipeg North-Eastern Railway

Company."

Preamble.

Section 8 repealed.

Head office.

When company may begin business.

Meeting of shareholders. Notice.

[Assented to April 6th, 1912.]

WHEREAS "The Winnipeg North-Eastern Railway Com

pany," by their petition, have prayed that their Act of incorporation may be amended, and it is expedient to grant their prayer,

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

1. Section 8 of chapter 116 of the statutes passed in the first year of the reign of His Majesty King George v is hereby repealed and the following is substituted therefor;

8. The head office of the company shall be at the City of Winnipeg, or such other place in Manitoba as shall be fixed by by-law of the company. So soon as fifty thousand ($50,000) dollars of the capital stock shall be subscribed, and 10 per cent. thereof shall have been paid, the company may begin to exercise the powers hereby granted, and the provisional directors shall call a meeting of the shareholders at such time and place as they shall determine for the purpose of electing directors, written notice of such meeting shall be given for two weeks, but if all the shareholders are present or represented by proxy said notice may be waived. At the said general meeting of the company, and at each annual meeting thereafter, the subscribers for or holders of the capital stock who are present or represented by proxy, and who have paid all calls due on their shares, shall elect not less than five nor more than nine persons to be directors of the company, each of whom shall be a shareholder of the company; they shall hold office, subject to resignation, disqualification, incapacity or death, until the next annual meeting, or until their successors are elected; any vacancies may be filled in accordance with the provisions of any by-laws of the company in that behalf; one or more Director may directors may be paid directors; each director shall be entitled to vote by proxy, such proxy being another director, and a majority of the directors who are represented in person or by

Election of directors. Qualification of directors.

Filling vacancies.

vote by

proxy.

Quorum.

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