trust.

tion.

within thirty days after the organization of the associationat which meeting by-laws shall be submitted to the shareholders at such time and place within this province as they shall determine, and to do other acts necessary or proper to be

done to organize the association and conduct its affairs. Association not 10. The association shall not be bound to see to the execuresponsible for tion of any trust, whether expressed, implied, or constructive shares held in

in respect of any shares, and the receipt of the person in whose name the same shall stand in the books of the association, shall be a discharge to the association for any dividend or money payable in respect of such share, whether or not notice of such trust shall have been given to the association, and the association shall not be bound to see to the application of the

money paid upon such receipt. Liability of

11. The shareholders shall not as such be held responsible shareholders. for any act, default or liability whatsoever of the association,

or for any engagement, claim, payment, loss, injury, transaction, matter or thing, whatsoever, relating to or connected with the association, beyond the amount unpaid upon their

shares in the stock thereof. Contracts made 12. All contracts, promissory notes, bills of exchange by the associa- and engagements made on behalf of the association, by the

directors, officers, agents or servants of the association in accordance with their powers under the by-laws or by vote of

the association, shall be binding upon the association, and in Seal not neces- no case need the seal of the association be affixed thereto, nor sary.

shall such directors, officers, agents or servants thereby

become individually liable to a third party therefor; but the Proviso.

association shall issue no bank note or notes to circulate as

money. Leases may be 13. Upon an agreement being made by the said associachasers on

tion for the sale of any house or other real estate held thereby, it shall be lawful for the said association to execute, in favor of the intending purchaser thereof, a lease thereof for the time stipulated in such agreement of sale, as the limit of the delay thereby fixed for the payment of the last instalment of the price therein agreed upon, at a rental corresponding in the

amount and in the terms of payment thereof, with such price Such lease not and with the terms of payment of such price. And if such to convey owner- lease appear by its terms to have been made under the ship.

provisions of this act, it shall not be held to convey to such intending purchaser any right in or to the property intended to be sold, or any real right therein, whatever, nor shall the possession thereof, by the intending purchaser, be held to be

à possession as proprietor ; nor shall any legal or other Promise of sale 1

be binde hypothec be created or attached thereon, notwithstanding ing until condi- that such lease shall contain a direct promise of sale of such

property so soon as the conditions thereof shall have been performed, until the sum of money in such lease stipulated for, and every part and portion thereof, shall have been fully paid with all interest due thereon, nor until all charges,

granted to pur

credit.

conditions and obligations created by or due under such lease, shall have been fully paid, performed and fulfilled.

14. If the intending purchaser or lessee having accepted a When the lease lease under this act of the property intended to be acquired by Will

onded to be s ured by will be equal to

a promise of him from such association, shall make all the payments and sale. perform all the conditions stipulated for by such lease, and shall fulfil all the obligations thereby imposed upon him, the said lease shall thereupon and thereafter be held to be and shall be equivalent to a promise of sale of such property with possession; and shall vest the same in such intending purchaser in the same manner and to the same extent as if it were an ordinary promise of sale-promesse de vente ; and Right resulting shall give the right to the holder thereof to demand and have therefro from the said association a valid deed of sale of the property mentioned therein, containing warranty of title, and against all charges thereon other than those disclosed and agreed to be permitted to remain thereon; and all hypothecs and privileges, whether conventional or legal, which were created by the intending purchaser during the pendency of the said lease, shall immediately thereupon attach to such property according to their rank and privilege, and the date of their registration in the same manner as if the same had been the property of such intending purchaser from the date of such lease.

15. If at any time three months' arrears of the instalments Resumption of stipulated for in any such lease shall become due, and shall property for

non-payment. remain unpaid, the said association shall have the right to retake possession of the property intended to be sold, upon giving to the intending purchaser or lessee ten days' notice to vacate and deliver back the same, and tendering to him the amount by him actually paid on account of the instalments agreed upon in said lease, after the deduction therefrom of interest at the rate of ten per centum per annum on the price agreed upon remaining unpaid each year, for the time during which the premises agreed to be sold remained in the occupation of the intending purchaser by way of rent for the use and occupation of such premises, and of ten per centum of the amount actually paid in, to be retained as a forfeiture and penalty for non-performance of the agreement of purchase ; of the cost of such tender, of the expense of repairs and

and such cases. restoring all injuries and deteriorations suffered by the premises so intended to be sold, reasonable wear and tear excepted ; and of all taxes, charges, and assessments which attached thereto by the occupation thereof by the intending purchaser or lessee, and which shall then remain unpaid, all which charges and deductions shall be a first and privileged charge upon the amounts so actually paid in by him. But if the instalments payable annually under such lease shall amount to less than ten per centum upon such price, then and in that case the amount to be deducted for rental shall be the amount of instalments stipulated for in such lease.

ensation in

Ejectment of 16. If at the end of ten days after service of such notice

e and tender, the intending purchaser or lessee shall not refuses to deliver up.

vacate and deliver back to the said association the premises so intended to be bought by him, the said association shall have the right to cause him to be ejected therefrom by proceedings to be taken under the provisions of the first chapter of the second title of the second book of the code of civil procedure of Lower Canada, commencing with article 887, in all respects in the same manner and with

the same delays as if such lease were an ordinary lease ; save Jurisdiction of and except only that the jurisdiction of the court, which shall the court and coets in such have the right to hear and determine such proceedings, shall cases.

be ascertained, regulated and established by the amount which shall have been actually paid to the said association under such lease ; and not by the amount due or that of the damages alleged. And the costs awarded to the said association in any action instituted under this act shall also be a charge upon and be deducted from the amount of money actually paid in

by the intending purchaser. Tenders made. 17. Any tender made by the said association shall be held bona fide by the association, to be to be sufficiently made if the association shall have bonâ fide held sufficient. used diligence to ascertain the amounts which they shall be

entitled to retain out of the purchase money paid in by the intending purchasers, notwithstanding that the amount tendered may not be precisely that which should have been so tendered according to the provisions hereof, and in such case the association and the intending purchaser shall have the right to recover, each from the other, the amount which may have

been over or under tendered. Association in 18. In the event of the surrender of any property so leased certain cases to

o as aforesaid, and of the sum of money actually paid in by the

oforooid end of the course as a les intending purchaser being insufficient to meet all the charges

thereon, and deductions therefrom, herein provided for, the said association shall have the same lien, privilege and remedies as an ordinary lessor upon the effects of the intending purchaser or lessee for the balance remaining due ; provided always that such balance does not exceed in amount the sum chargeable against such intending purchaser by way of rental for the use and occupation of the premises intended to be

sold. When opera 19. The association shall not commence business opertions shall be begun.

ations under this act, until at least fifteen thousand dollars of their capital stock shall have been paid in ; provided always that unless operations be commenced under this act within five years froin the passing thereof, and continued

bonâ fide, this act of incorporation shall be null and void. The association 20. If at any time the directors consider it expedient to may be dissolved by consent cease carrying on the business of the association, and to wind

up and close it, they shall have power to do so in such manner as they shall deem best for the interests of the stockholders, provided that the consent of a majority of the stockholders

have same re

sor.

of shareholders,

present at any meeting thereof, be obtained thereto, in the notices for the calling of which the intention of considering the winding up thereof shall have been mentioned.

CA P. XLII.

An act to incorporate the Montreal Manufacturing
Company.

[Assented to, 24th February, 1868.]

name.

W HEREAS Alfred M. Farley, James C. Manning, John Preamble.

Taylor, Pierre Hudon, Pierre Plamondon and Auguste Meilleur, have petitioned for the incorporation of themselves and others, and it is expedient to grant their petition ; Therefore, Her Majesty by and with the advice and consent of the Legislature of Quebec, enacts as follows:

1. The aforesaid persons and all others who shall become Incorporation, shareholders in the said company, shall be and are hereby and corporate constituted a body politic and corporate by the name of “The Montreal Manufacturing Company”-or La Compagnie de Manufacture de Montréal-and either of these names shall be held to be the corporate name of the company and a good designation thereof.

2. The company may carry on business as manufacturers Business of the and dealers in goods, wares and fabrics of all descriptions company: capable of being produced froin leather or such other materials as they may judge advisable.

3. The company may acquire by purchase, lease or other- What real estate wise, and may hold absolutely or conditionally, any lands, it may possess. tenements, real or immovable estates, for the convenient conduct and management of their business, including water and other motive powers, not exceeding the yearly value of five thousand dollars, and may sell, alienate, mortgage (hypothéquer), let, release and dispose of the same from time to time, and may acquire others not exceeding at any time the value aforesaid.

4. The capital stock of the said company shall be the sum Capital and of thirty thousand dollars, and shall be divided into shares of shares. one hundred dollars each, which shares shall be held to be personal estate; provided always that the said capital stock may be increased from time to time to two hundred thousand ing

shares,

of the g

neral

sum of thirty thousand dollars shall have been bonâ fide, subscribed for, nor until an amount equal to fifty per cent on the said sum of thirty thousand dollars shall have been paid up by the shareholders and placed at the disposal of the directors, for the purpose of carrying out the objects for which the company

has been incorporated. First directors; 6. The said Alfred M. Farley, Auguste Meilleur, and John their powers.

Taylor, shall be directors of this company, until a choice of directors, by election of the shareholders, shall take place in the manner hereinafter prescribed, and they shall have power to open books for the subscription of shares, and to make and collect calls thereon, and they shall call a meeting of the subscribers of shares, by notice in the manner hereinafter men

tioned. They may open 7. The directors may take all necessary means for the subscription books and allot opening of subscription books, and may receive the subscrip

tion of persons desirous of becoming shareholders in the company, and may allot to such persons the number of shares that each or any of them shall have in the capital of the com

pany. Certain sections 8. All the sections of the joint-stock companies genact to form

abort eral clauses act, passed during this session shall be incorpor

part of this, ated with and form part of this act, except sections one, two,

three, four, five, forty-one, forty-two and forty-three. Books may be 9. All the books and papers of the company shall, at all inspected by directors only.

business hours, be open for the inspection of the directors, but at no time shall a stockholder, not being a director, be entitled to have access to the same, except under a judgment of a court of competent jurisdiction, or under a subpoena issued in

due course of law. Business may be 10. The business of the company may be divided into and divided into departments. managed by separate departments distinguished by the par

ticular nature of the business, which may be carried on in

each, or otherwise, as may be judged most expedient, and the Company may

company may employ superintendents, managers, agents and employ mana- servants, for one or more of such departments, at their gers, servants, &c., and pay

pleasure, and may agree to remunerate them, in whole or in them by a per- part, by a percentage on the net profits of any particnlar decentage,

partment, towards which such services may be rendered, or generally as the directors see fit, without thereby causing such superintendents, managers, agents or servants, to incur any personal liability for the debts of the company, or to be in any

manner held to be partners therein. Principal place 11. The principal office of the said company, shall be in of business.

the city of Montreal or Quebec, as the directors may deem advisable, and any service of process made at that office or upon the president of the company in person shall be held and deemed to be good and sufficient service by all courts of justice in this province.

or servants," to

manner heldunity for the debts of

Partnergehts of the or ser