Notice of resolution

When

be carried into effect

43. The company shall thereupon give notice (in form A in the schedule hereto) of the resolution in the gazette, and in some newspaper published where the chief place of business of the company in the Territories is situate, if any newspaper is published in such place, and if there is no such newspaper then in the newspaper published nearest thereto.

(2) The notice shall also state that after some date to be therein named and which shall not be earlier than three months from the first publication of the notice in the Gazette, the company will act upon the resolution.

(3) The notice shall also call upon all creditors of the company to file their claims against the company forthwith, whether such claims are or are not then due.

(4) The notice shall be published in the gazette and in each of the said newspapers (where publication in more than one is required) at least six times during the said period of three months, and in computing such six times no two publications which occur in the same week shall be counted.

44. Upon the arrival of the day appointed, or so soon resolution may thereafter as conveniently may be, the officers of the company may act in accordance with the terins of the resolution; provided either that the company has no creditors, and a statement (in form B in the schedule hereto) upon the oath or solemn affirmation of the chief executive officer and of the treasurer of the company stating their belief of this fact, is filed in the office of the deputy clerk of the court, if the chief office of the company is situated within the district of a deputy clerk or, if not, then in the office of the clerk of the court for the judicial district in which such chief office is situated; or the consent of the company's creditors to the resolution being acted upon has been procured in writing; and a statement under oath or solemn affirmation of the said officers (in form C in the schedule hereto) containing the particulars set forth therein is filed in the said office.

Liability of officers for

payments improperly made under resolution

Liability of for moneys

45. No officer of such company shall make or authorise any payment by virtue of such resolution until one or other of the said statements has been filed as aforesaid, or without the consent of every creditor of the company, so long as to his knowledge any debt, whether the same is due or not, or any accrued liability of the company, remains unsatisfied; and any officer who violates the provisions of this section shall, besides being subject to such criminal punishment as is authorised for his offence, be liable personally for the amount of such unsatisfied claim or accrued liability to the creditor or other person entitled to claim from the company.

46. Every shareholder receiving moneys under such shareholders resolution shall, to the extent of the moneys so received, remain received under liable for any debts or liabilities of the company then in fact resolution existing, and upon the winding up of the company by judicial process, every such person, his executors or administrators, may

be required to contribute to that extent towards the payment of such debts or liabilities after the other assets of the company have been exhausted; but no executor or administrator shall be held so liable unless at the time he receives notice of the assessment he has in his hands assets applicable thereto or subsequently receives such assets.

insurance

47. No insurance or guarantee company or other company Restriction on carrying on business of a like nature, shall pay off any part of companies, its capital stock under this Ordinance until every policy, and etc. every instrument having the effect of a policy given by the company has expired, or beea terminated, and in the case of such a company, this fact shall be stated in the statement (form B or C) filed as aforesaid.

reduce par

amount

such shares

48. Where the capital of a company has become impaired, Resolution to and the shareholders pass a special resolution to reduce the par value of shares value of the shares of the company, the shares shall thereupon not to affect be reduced in accordance with the terms of the resolution, payable on provided that the resolution shall not in any wise affect the amounts still remaining payable upon the shares, but the same amount shall, except as to a double or other additional liability, continue to be payable in respect of every share as if such resolution had not been passed; and in case, by virtue of the charter or Ordinance of incorporation of the company or of any general or other Ordinance affecting the same, a double or other additional liability is cast upon the shareholders, the same proportionate liability shall continue, that is to say, if the liability was a double liability, the shareholders shall, as to new creditors, be liable for double the amount of the stock at its reduced value, and in like manner for any other proportion, but in respect of persons who are creditors at the time of the reduction, the liability of the shareholders shall continue as if such reduction had not taken place.

par value of

49. Where a reduction is had under the preceding section a Notice of notice thereof in form D in the schedule hereto shall be reduction of published at least once a week for six weeks in the manner shares hereinbefore provided in section 43 hereof.

reduced

50. Where a company, acting under the provisions of this Where capital Ordinance, has reduced its capital, every advertisement, advertisecircular or other document thereafter issued by the company ments of

or any

company to

reduced

of its officers, containing a statement of the capital of state same as the company shall state such capital at the amount to which it

has been reduced.

SCHEDULE.

FORM A.

(Section 43.)

Notice is hereby given that the (insert name of company) has, by special resolution passed by the shareholders of the said company, resolved to (set out the substance of the resolution.) The company will act upon the said resolution upon the

day of

next.

All creditors of the company are hereby required to file their claims against the company forthwith, at its head office at whether or not such claims are now due.

make oath and say (or solemnly affirm, as the case may require): 1. I am the (here insert title of office) of the (name of company), and I am the chief executive officer of the said company, and, as such officer, have the supervision and management of the business of the said company.

2. I verily believe the said company is not indebted to any person or persons, or to any company, association, or corporation whatsoever, and I verily believe that no person, company, association or corporation has any right of action whatever against the said (name of company.)

(In the case of insurance or guarantee companies, or other company carrying on business of a like nature, the following paragraph is to be added)

3. Every policy, and every instrument having the effect of a policy, given by the said company has expired or been

terminated.

Sworn, etc.

N.B.-The statement by the treasurer of the company is to be identical with the above, except as to the paragraph setting forth the office held.

FORM C.

(Sections 44 and 47.)

in the

of

I, C.D., of the make oath and say (or solemnly affirm, as the case may require): 1. I am the (here insert title of office) of the (name of company), and I am the chief executive officer of the said company, and, as such officer, have the management and supervision of the business of the said company.

2. I verily believe that the said company is not indebted to any person or persons, or to any company, association or corporation whatsoever, except those whose names appear in the schedule which is hereto annexed, and every such person company and association has consented, in writing, to the following resolution being acted upon, that is to say (here set out the resolution).

3. I verily believe that no person, company, association or corporation, except such as are named in the said schedule, has any right of action whatever against the said company.

(In the case of insurance or guarantee companies, or other company carrying on business of a like nature, the following paragraph is to be added)

4. Every policy, and every instrument having the effect of a policy, given by the said company, has expired or been terminated.

Sworn, etc.

N.B.-The statement by the treasurer of the company is to be identical with the above, except as to the paragraph setting forth the office held.

FORM D.

(Section 49.)

Notice is hereby given that the (name of company) has by special resolution passed by the shareholders of the said company, reduced the capital of the company from $

to

and has reduced the par value of each share of the

said company from $

to $

Section 7 amended

Section 12 amended

Section 13 amended

Section 14 repealed

Section 15 amended

Form B amended

CHAPTER 13.

An Ordinance to amend Chapter 69 of The Consolidated Ordinances 1898, intituled "An Ordinance. respecting Agricultural Societies."

THES

[Assented to April 29, 1899.]

THE Lieutenant Governor by and with the advice and consent of the Legislative Assembly of the Territories enacts as follows:

1. Section 7 of The Agricultural Societies Ordinance is hereby amended by striking therefrom the words "during the months of January, February or March" and by substituting therefor the words "in the first ten days of the month of December."

2. Section 12 of the said Ordinance is hereby amended by striking therefrom the words " for the past year" where they occur in the sixth line of the said section.

3. Section 13 of the said Ordinance is hereby amended:

1. By inserting after the word "being" where it occurs in the fifth line of said section the words and accompanied by a statutory declaration stating that the statements contained therein and accounts shewn thereby are true;"

2. By striking out the words "fifteenth day of April" where they occur in said section and substituting therefor the words "twentieth day of December."

4. Section 14 of the said Ordinance is hereby repealed.

5. Section 15 of the said Ordinanco is hereby amended by striking therefrom the words "thirtieth day of November where they occur therein and by substituting therefor the words "thirty-first day of January."

6. Form B in the schedule to the said Ordinance is amended by striking out the words "for the twelve months ended 31st December 1 "wherever they occur in the said form and by substituting therefor the words "for the period commencing on the day of 1, and ending on the

day of

1.