tions not 2. But nothing in this Act has abated or discontinued or shall Pending acabate or discontinue or affect any action, prosecution or pro- fected. ceeding brought on behalf of any such society by the president and treasurer thereof; and the same shall be continued in the corporate name of the society. 18 V. c. 116. 18. In all such actions, suits and prosecutions to which any The secretary such society is a party, the secretary of such society shall be a to be a compecompetent witness, notwithstanding he be also treasurer, and tent witness. that his name has been used in such action, suit or prosecu 19. The president, vice-president and directors of every Liability of such society shall in their private capacity be exonerated from directors limitall responsibility in relation to the liabilities of such society. 12 V. c. 57, s. 14. ed. 20. The rules of every such society shall provide that the General statetreasurer or other principal officer thereof shall once at least ment of affairs in every year prepare a general statement of the funds and to be annually prepared by effects of the society, specifying in whose custody or pos- treasurer. session the said funds or effects are then remaining, with an account of every sum of money received and expended by or on account of the society since the publication of the preceding periodical statement; and every such periodical statement shall be attested by two or more members of the said society appointed auditors for that purpose, who shall not be directors, and shall be countersigned by the secretary of the society, and every member shall be entitled to receive from the said society a copy of such periodical statement, without charge. 12 V. c. 57, s. 15. PERMANENT BUILDING SOCIETIES. nent Building 21. Permanent building societies, enabling persons to be- This Act to excome members thereof at any time for investment therein, or to tend to Permaobtain the advance of their shares by giving security therefor, Societies. and to fix and determine with any such society the time and amount at and by which such members shall repay such advanced shares and obtain the release of the said security, without being liable to the contingency of losses or profits in the business of the said society, may be formed and subsist under this Act. 22 V. (1859) c. 58, preamble, s. 1. cieties having 22. Any permanent building society established and con- Permanent ducted on the principles hereinbefore mentioned, which has Building Sofulfilled and observed the requisite conditions for the establish- fulfilled the ment of a building society under the foregoing provisions of this conditions required under Act, shall be a building society within the meaning of this Act; this Act to be and any person who has approved the rules and regulations of Building Soany such building society entered and recorded in a book, as the meaning in the fifth section required, and has subscribed his name as a thereof. shareholder cieties within Such societies shareholder for one or more shares, shall, from the time of such approbation and subscription, be a member of such building society; and the production of the book containing the rules for the management of such society, kept as in the said section required, signed by such person, or by his duly authorized attorney, and duly witnessed, shall be sufficient evidence of membership in such building society. 22 V. (1859) c. 58, s. 1. 23. Any permanent building society may alter, amend, may amend, repeal or make any regulation, rule or by-law for the working of the society at a public meeting of the members thereof, duly convened according to this Act and the rules of such society. Ibid, s. 2. and how. To what extent such society may borrow money. Holders of shares fully paid up may withdraw or invest the amount. Society may unadvanced shares. 24. No such society, by its rules, regulations and by-laws authorized to borrow money, shall borrow, receive, take or retain, otherwise than in stock and shares in such society, from any person or persons, any greater sum than three fourths of the amount of capital actually paid in on unadvanced shares and invested in real securities by such society ;---and the paid in and subscribed capital of the society shall be liable for the amount so borrowed, received or taken by any society. Ibid, s. 3. 25. When any share in any such society has been fully paid up according to the rules of the society, or has become due and payable to the holder thereof, the holder of such share may either withdraw the amount of such share from the said society, according to the rules and regulations thereof, or invest the amount of such share in the society, and receive therefrom, periodically, such proportion of the profits made by such society as shall be provided for by a by-law to be passed for the purpose; and the amount of such share so invested shall become fixed and permanent capital or shares in the said society not withdrawable therefrom, but transferable in the same manner as other shares in the said society. Ibid, s. 4. 26. Any such society may advance to members on the loan money on security of investing on unadvanced shares in the said society, and may receive and take from any person or body corporate, any real or personal security of any kind whatever as collateral security for any advance made to members of the society. Ibid, s. 5. Society may hold certain real estate. Society not the execution 27. Any such society may hold absolutely real estate for the purposes of its place of business, not exceeding the annual value of six thousand dollars. Ibid, s. 6. 28. No such society shall be bound to see to the execution bound to see to of any trust, whether expressed, implied or constructive, to of trusts to which any share of its stock is subject; and the receipt of the party in whose name any such share stands in the books of the which any society, society, (or if such share stand in the names of more parties shares may be than one, the receipt of one of the parties) shall be a sufficient subject. discharge to the society for any payment of any kind made in respect of such share, notwithstanding any trust to which such share is then subject, and whether or not the society has had notice of such trust; and the society shall not be bound to see to the application of the money paid upon such receipt. 22 V. (1859) c. 58, s. 7. 29. Nothing in this Act shall apply to or affect "The Nothing in this Montreal Building Society," incorporated under the Act eighth Act to affect Victoria, chapter ninety-four, or in any wise to affect the said the Montreal 12 V. c. 57, s. 16. Act. Building So ciety. words. 30. In this Act the word "Society" means a building Interpretation society established under this Act; the word "Rules" shall in- of certain cludes rules, orders, by-laws and regulations; the words "Real Estate" mean and include immoveable estate and property generally; and the words "Personal Estate" mean and include all moneys, goods, chattels and other property not being real property; and the word "Securities" includes privileges, mortgages (equitable as well as legal,) hypothèques and incumbrances upon real estate, as well as other rights and privileges upon personal estate and property : 2. This Act shall extend to aliens, denizens and females, Applicationboth to make them subject thereto and to entitle them to all the benefits given thereby ; 3. This Act shall be construed in the most beneficial manner And construcfor promoting the ends thereby intended. 12 V. c. 57, s. 17. CAP. LXX. An Act respecting Joint Stock Companies for the HE ER Majesty, by and with the advice and consent of the follows: tion of this Act. FORMATION OF COMPANIES. nies may be 1. Any number of persons, not less than five, may form For what purthemselves into a Company under the provisions of this Act, poses compafor the purpose of constructing any planked, macadamized or formed under gravelled road, not less than one mile in length, (whether such this Act. road is to be made over entirely new ground, or by improving any existing road not being a turnpike road, or partly by making a new road and partly by improving an existing one,) or any bridge or bridges, pier or piers, wharf or wharves, or any slide or slides at or near any falls or rapids on any River or Stream, Companies may also be formed for the acquisition of public works, &c. Number re mation:-In strument of association to be registered. Stream, for the safer and more convenient passing of timber, deals and other wood goods: 12 V. c. 56, s. 1, part. 2. Any such Company may also be formed for or its objects may extend to the acquisition of any public work or other purpose mentioned in the eighty-second section of chapter twentyeight of the Consolidated Statutes of Canada; and this Act shall be held to be the Act 12 V. c. 56, referred to in that Act, and shall in all respects be construed subject to its provisions. Con. Stat. Can., c. 28, s. 82. 2. When any number of persons, not less than five, have quired for for- subscribed a sufficient quantity of stock to amount to a sum adequate, in their judgment, to the construction or acquisition of any road or other work and purposes for which the Company is formed, and have executed an instrument according to the form in the Schedule to this Act, of which an Act de dépôt shall be thereafter made before some Notary Public for Lower Canada,--and have paid to the Treasurer of such intended Company ten per cent. upon the capital stock intended to be raised for the purposes contemplated by such Company,---and have registered such instrument, together with a receipt, from, for such first instalment of ten per cent., the Treasurer of such Company and from the Cashier of some incorporated bank (in which the money has been deposited in cash or in Provincial Securities to the credit of the said Company, and to be drawn out when at least one-fourth of any road or work to be made or performed by the Company, has been completed to the satisfaction of the Commissioners of Public Works, and not before,) with the Registrar of every County through or into which such road is intended to pass, or where such other work is situate,---such Company shall thenceforth be an Incorporated Company, by the name designated in the instrument so registered as aforesaid, and by such name they and their successors shall have perpetual succession, and be capable at law of suing and being sued, of impleading and being impleaded, answering and being answered unto, defending and being defended in all Courts of Law and places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever; and they and their successors may have a common seal, and the same may make, alter and change at their will and pleasure, and may, by such name, purchase, take, have, hold and convey, sell, and depart with, any lands, or real property whatsoever, useful or necessary for the purposes of such Corporation : Company inits name and corporated powers. Further agree ments and sti 2. And by the instrument of association, the Shareholders or Members of any such Company, may enter into such agreepulations may be made in the ments and stipulations to and with each other as are not coninstrument of trary to the Laws of Lower Canada, or the provisions of this Act, and the same shall be binding on such Members and their assigns or ayants cause, becoming Members of the Company. 12 V. c. 56, s. 3, and Con. Stat. Can., c. 28, s. 82. association. munities may 3. Any Religious Community or Corporation may hold stock Religious comin any Company incorporated under this Act, or lend money to hold stock in or any Company, and may appoint a person or persons to vote for lend money to them upon the shares so held, or to exercise any of its other companies unrights as a member of the Corporation, in such manner as such Community or Corporation and the Company may agree upon. 12 V. c. 56, s. 31. der this Act. formed for a 4. No Company shall be formed under this Act to con- Companies struct any line of road for which a charter has heretofore been may not be granted, unless such Chartered Company has forfeited its certain purCharter by not complying with the conditions thereof. 12 V. pose. c. 56, s. 1, part. the company. 5. Every road or other work, and all the materials, from Property, &c., time to time, provided for constructing, maintaining or repairing to be vested in the same, and all toll-houses, gates, and other buildings constructed or acquired by any Company acting under the provisions of this Act and used for their benefit and convenience, shall be vested in the Company and their successors. 12 V. c. 56, s. 22. ELECTION OF DIRECTORS---THEIR POWERS AND DUTIES. 6. The affairs, stock, property and concerns of the company Affairs to be shall, for the first year, be managed and conducted by five managed by directors, to be named in the instrument of association, and the directors. thereafter to be annually elected according to the provisions in the said instrument, or if there be none, then according to the provisions of any by-law which the first named Directors or their successors shall election of directors, each stockholder shall be entitled to one vote for every share he holds, in the company: pass for that purpose; and upon every Election of directors. 2. Any majority of the directors shall be a quorum, and may Quorum of exercise all the powers of the directors or of the company, ex- directors. cept in so far as it may be otherwise provided by the instrument of association or by the by-laws of the company. Ibid, 8. 5. ment of offi 7. The directors may elect one of their number to be the Election of prepresident, and appoint such officers and servants as they deem sident, appointnecessary for performing the duties required of them, and may cers, &c. take security from them for the due performance of their duty, and for their duly accounting for all moneys coming into their hands to the use of the company. Ibid, s. 17. 8. The directors shall report annually, under the oath of the treasurer, during the month of January in each year, to the municipality having jurisdiction within the locality through which their road passes or in which any work is constructed by them,--the cost of their work,--the amount of money expended 36 Directors to make an annual report. |