the shareholders shall preside, who, in case of an equality of votes shall give the casting vote in addition to his vote as a shareholder.

Directors.

20. Subject to the provisions of this Act, the directors of Powers of the company shall have full power in all things to administer the affairs of the company and to make or cause to be made for the company all contracts into which by law the company can enter, and may from time to time make by-laws regulating the allotment of stock, the making of calls thereon, the payment thereof, the issue and registration of stock certificates, the forfeiture of stock for non-payment, the disposal of such forfeited stock and the proceeds thereof, the transfer of stock, the declaring and paying of dividends, the number and term of service of all directors, the appointment, functions, duties and removal of all agents, officers and servants of the company, the security to be given by them, their remuneration and that (if any) of the directors, the time and place of annual meeting of the company, the callings of meetings of the board of directors and of the company, the requirements as to proxies, the procedure in all things at such meetings, the imposition and recovery of all penalties and forfeitures, admitting of regulation by by-law, and the conduct and management in all particulars of the affairs of the company, and may from time to time repeal, amend, or re-enact the same; but every such by-law, repeal, or amendment or re-enactment unless in the meantime confirmed at a general meeting of the company duly called for the purpose shall only remain in force until the next annual meeting of the company and in default of confirmation thereat shall from that time cease to have effect.

21. The company shall have power to acquire and hold real estate for the purposes of the business within this province of an annual value not exceeding ten thousand dollars ($10,000) and to sell and dispose of the same and acquire other property in its place as may be deemed expedient, and to take, hold and acquire all such lands and tenements, real and personal estate, as shall have been bona fide mortgaged to it by way of security or conveyed to it in satisfaction of debts previously contracted in the course of its business or purchased at sales upon judgments which shall have been obtained for such debts or purchased for the purpose of avoiding a loss to the company in respect thereof or of the owner thereof, and to retain the same for a period not exceeding ten years from the date of the acquisition thereof and the company may invest its funds or any part thereof in any of the public securities of the Dominion of Canada or of any part of the provinces thereof or in the stocks of any banks or building societies, or other corporations, or in the bonds or debentures of any incorporated city, town, or municipality authorized to issue bonds or debentures, or in school debentures of any school district in Manitoba, or in mortgages or loans upon real or personal estate or in real estate.

Powers of Company as to estate.

holding real

Transfer of shares.

Proviso.

Liabilities of shareholders limited.

When shareholders may be personally sued.

Proviso as to his defence.

Amalgamation.

Trusts.

22. No transfer of any share of the capital stock of the said company shall be valid until entered in the book of the company according to such form as may be from time to time fixed by the by-laws, and until the whole of the said capital stock of the company is paid up it shall be necessary to obtain the consent of the directors for the time being to such transfer being made.

Provided always that no shareholder indebted to the company shall be permitted to make a transfer or receive a dividend until such debt is paid or secured to the satisfaction of the directors; and no transfer of stock shall at any time be made until all calls thereon due up to the time of transfer shall have been paid."

23. In the event of the property and assets of the said company being insufficient to liquidate its debts, liabilities, and engagements the shareholders shall be liable for the deficiency but to no greater extent than the amount of the balance remaining unpaid upon their respective shares in the capital stock.

24. No shareholder shall be liable to any action for any debt, liability or engagement of the said company by any creditor thereof before an execution against the company has been returned unsatisfied in whole or in part; and the amount due on such execution shall, subject to the provisions of the twenty-third section of this Act, be the amount recoverable with costs against such shareholder. Provided, that any shareholder may plead by way of defence in whole or in part any set off which he could set up against the company except the claim for unpaid dividends or salary or allowance as a president or director and provided always that nothing in this section shall be considered to allay or diminish the additional liabilities of the directors of the company herein before provided.

25. The company shall have power to amalgamate with or purchase the business of any other insurance company or to sell out and dispose of the business of the company to any other such company upon such terms and conditions as may be agreed upon and as shall not impair the recourse or remedy of any creditor of either company; but before the completion of any such amalgamated purchase or sale the consent of twothirds of the votes of the shareholders shall be obtained at any general or special meeting of the shareholders called for the purpose.

26. The company or directors shall not be bound to see to the execution of any trust either express, implied or constructive affecting any share or shares of its stock; and notwithstanding any such trust any notice thereof to the company or directors, the receipt of the person in whose name

any share stands shall be sufficient discharge to the company for any money paid in respect of such share or shares.

laws affecting

- 27. This Act and the company hereby incorporated and the company subexercise of the powers hereby conferred shall be subject to ject to general any general laws in force or that may hereafter be in force insurance respecting fire insurance companies in virtue of any Act passed or which may hereafter be enacted by the Legislature of the Province.

28. This Act shall be deemed a Public Act.

companies.

Public Act.

CAP. LIV.

An Act to Incorporate The Central Congregationnal
Church of Winnipeg.

W

[Assented to 10th June, 1887.]

HEREAS the persons hereinafter named have by peti- Preamble. tion represented that on the 19th day of January, 1887, they associated themselves together and, according to the usages and methods of the people called Congregationalists, solemnly entered into covenant, and were duly organized as a church of Christ, and agreed to be known as " The Central Congregational Church of Winnipeg;" that the object of this church is the maintenance of public worship, the enjoyment of church ordinances and the promotion of the cause of Christ in its varied benevolent and educational enterprises, that the church is an independent self-governing body, its government being vested in the body of believers who compose it, and is not amenable to any other ecclesiastical body, that it will transact its own business, elect its own officers, determine what persons shall be received and what persons shall be excluded from its fellowship, according to its understanding of the Word of God, and that they have adopted for their guidance and government, a constitution comprising covenants, doctrinal statements, ecclesiastical principles, standing rules and rules of order.

And whereas the aforesaid persons have by petition prayed to be incorporated for the better attainment of their objects, and it is expedient to grant their petition; Therefore Her Majesty, by and with the advice and consent of the Legisla tive Assembly of Manitoba, enacts as follow:

Alexander Black, George Climie Mortimore Charles Rann Names of Wilkes, Thomas Prest, Martha Mortimore, Edward Roberts, incorporators. James Hooper, Fanny Hammerton, Frederick Colbeck, Lilian

Corporate

name.

What corporation to be.

Seal.

Powers as to acquiring lands and disposing thereof.

Additional powers.

Prest, Thomas Manley, Joshua Mills, William Haughton Somersall, together with the other persons who entered into covenant (as set forth in the petition for this Act) and such other persons as these may have already received or that may hereafter be received as members of the said church, according to the rules relating thereto, shall be and are hereby constituted a body politic and corporate under the name of "The Central Congregational Church of Winnipeg."

1. The said corporation shall be an evangelical Congregational church of Christ, according to the faith and order of such churches.

The said corporation shall have perpetual succession and a common seal with power to alter and renew the same when and so often as they shall think proper, and the said corporation may, under the same name, contract or be contracted with, sue and be sued, implead and be impleaded with, answer and defend in all courts and places whatsoever in this province.

2. The said corporation may receive, acquire and hold by any description of title, lands and tenements, immovable and movable property, mortgages, promissory notes for the sole use and benefit of said church corporation, and for mission churches, parsonages and other religious and benevolent purposes in the city of Winnipeg, affiliated thereto or otherwise under the supervision and control thereof, and may from time to time, sell, alienate, mortgage and hypothecate any such property and apply the proceeds thereof in furtherance of the purposes for which it is hereby authorized to acquire the

same.

3. The corporation shall in addition to the powers conferred upon it by the next preceding section of this Act, and subject to the provisions thereof, have power to sell, convey, exchange and alienate, mortgage, lease or demise any lands, tenements and hereditaments held by the said corporation, whether simply by way of investment for the uses and purposes of the said church corporation or not, and the corporation may also from time to time invest all or any of its funds and moneys, and all or any funds and personal property which may be vested in, or acquired by the corporation for benevolent, ecclesiastical or educational purposes aforesaid, in and upon any mortgage security of lands, tenements and hereditaments, and in other securities in any part or parts of Manitoba, and for the purposes of such investment may take, receive and accept a mortgage or mortgages, or any assignment or assignments thereof whether such mortgage or assignment be made and executed directly to it in its own corporate name, or to some other corporation or body politic and corporate, or to some company or person or persons in trust for it, and shall have and enjoy the same and as large, full and ample powers and rights of sale and foreclosure, action and suit upon and

for the purposes of enforcing the covenants, stipulations, conditions and agreements, and all matters and things contained in such mortgages or any of them, and in as ample a manner as if it were a private person able and capable in law; and further may sell, grant, assign and transfer such mortgages or any of them to any person, company or body capable of receiving any assignment thereof, and may release and discharge such mortgages or any of them, either wholly or partly. The corporation shall have power to borrow money from time to time and grant therefor promissory notes or a mortgage upon its movable or immovable property or real estate.

Property to be tees for use of corporation.

held by trus

4. The property of the said corporation shall be held and administered by trustees as provided for in the constitution, to and for the use of said corporation. The trustees shall always be subject to a directing vote of the church, and shall have no power to sell, mortgage, hypothecate or transfer the property of the corporation without a specific vote of the church. The real estate of the corporation shall not be sold, mortgaged or hypothecated without it shall be so resolved by a two-thirds majority vote of the members of the said church in good standing present and voting, being of the sanctioned. age of twenty-one years and upwards, at a special meeting called for the purpose aforesaid by a notice given at public service on each of the four Sundays preceding the date of said meeting.

Sale of

real estate, etc.-How

Conveyances

5. Any conveyance of real estate or any interest therein in the church or corporation shall be deemed to be duly executed how executed. for that purpose if the same has affixed thereto the seal of the corporation, verified by the signatures of two or more of the trustees of the said church and by the chairman or secretary of the meeting at which said document was accepted or ordered to be prepared, and the discharge of a mortgage if executed in the same way shall be deemed to be properly and effectually executed.

be contracted

6. Any real estate or personal property held by the Debts-how to corporation shall not be liable for any debt or obliga- to be binding. tion of the corporation unless the same shall have been contracted with the approval of the church expressed by a plurality of votes at a properly called and organized meeting of the church as provided for in the constitution of the church, and specially as in standing rules 12, 16 and 19.

liability of

limited.

7. No member or officer of the church or corporation shall personal be liable for any of the debts thereof beyond a sum which members shall be equal to the amount of his or her annual subscription which may remain unpaid by such member or officer. All members or officers of the church or corporation not being in arrears for subscriptions or otherwise shall be wholly free from liability for any debt or engagement of or on account of said corporation.