who shall not be less than three or more than nine, and who, or a majority of whom shall have full power to exercise all the powers of the corporation, and to act in its name and on its behalf, and to use its seal; subject always to any provisions limiting the exercise of such powers in the declaration aforesaid, or in any by-law of the corporation; and such trustees, or a majority of them, shall have the power to make by-laws binding the members and officers thereof, and such others as shall agree to be bound by them, for all purposes relative to the affairs and business of the corporation; except as to matters touching which it is provided in the declaration aforesaid that by-laws shall be made in some other manner. officers. 5. The members of such corporation, at their annual meet- Election of ing, to be held on such day as may be provided by any by-law of the said corporation, may choose from among themselves a president, secretary, and treasurer, who may also be directors, and such other officers and servants of the corporation as they may think necessary; and also a board of directors or trustees of such corporation, who shall hold office for one year, and until their successors shall have been appointed. provided for. 6. The failure to elect officers and trustees on any day Failure of appointed for that purpose by the declaration aforesaid, or by e ection any by-law, shall not operate the dissolution of the corporation; but the board and officers then in office shall remain in office until their successors are elected, which they may be, if no other provision be made therefor by the declaration or by-laws at any general meeting of the members of the corporation, or at any meeting at which a majority of such members shall be present, in whatsoever way such meeting may be called; provided it shall be called by the usual general notice to all the members of the corporation. 7. The shares of the members, or any class of members, in Transfer of the property of the corporation, shall be transferrable in such shares way, and subject to such conditions as shall be mentioned in such declaration or in by-laws of the corporation. 8. All such shares shall be personal property, and by such Non-transferdeclaration or by-laws provision may be made for the for- able stock. feiture of such shares in certain cases, or for preventing the transfer thereof to others than members of the corporation. 9. No member shall be liable in his person or separate estate Liability of for the liabilities of the corporation beyond the unpaid shares, shareholders. or any balance unpaid thereon, he may hold. 10. Provision may be made for the dissolution of the cor- Dissolution of poration in the declaration aforesaid, or by the by-laws of the corporation corporation to be thereafter passed; provided that no such Reports. Short title. dissolution shall take place until all the liabilities of the corporation are fully discharged. 11. Reports shall be furnished by such association to the Minister of Agriculture, Statistics and Health, as from time to time he may require. 12. This Act may be cited as "The Farmers' Mutual Benefit Association Act, 1886," and shall come into force on being assented to. 48 Vic, cap 17, CAP. XLV. An Act respecting Assignments for the Benefit of Creditors. Came in force or [Assented to 28th May, 1886.] ER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows: : 1. Section one hundred and twenty-three (123) of Chapter s. 123, repealed Seventeen (17) of the Statutes passed in the forty-eighth year of Her present Majesty's reign is hereby repealed. Fraudulent be void. 2. Every gift, conveyance, assignment or transfer, delivery assignment to over or payment of any goods, chattels or effects or of any bills, bonds, notes, securities, or of any shares, dividends, premiums or bonus in any bank, company or corporation, or of any other property real or personal made by any person at a time when he is in insolvent circumstances, or is unable to pay his debts in full, or knows that he is on the eve of insolvency, with intent to defeat, delay or prejudice his creditors, or to give to any one or more of them a preference over his other creditors, or over any one or more of them, or which has such effect, shall, as against them, be utterly void. General assignment of creditors. 3. Nothing in the preceding Section shall apply to any for the benefit assignment made under the provisions of this Act for the purpose of paying rateably and proportionately and without preference or priority all the creditors of the debtor their just debts, nor to any bona fide sale or payment made in the ordinary course of trade or calling to innocent purchasers or parties, nor to any payment of money to a creditor, unless an assignment for the general benefit of creditors. is made within one month after the payment, nor to any bona fide gift, conveyance, assignment transfer or delivery over of any goods, securities or property of any kind as above mentioned which is made in consideration of any present actual bona fide payment in money or by way of security for any present actual bona fide advance of money, or which is made in consideration of any present actual bona fide sale or delivery of goods or other property: provided that the money paid or the goods or other property sold or delivered bear a fair and reasonable relative value to the consideration therefor. insolvents. (1.) In case a payment of money is made to a creditor under Payments the circumstances mentioned in the second section and within made by one month before the execution of an assignment for the general benefit of creditors under this Act, the same shall be void as against the assignment but not as against persons claiming in any other way. C. 8-50V. assignment. 4. Every assignment made under this Act for the general Valldity of benefit of creditors shall be valid and sufficient if it is in the general words following, that is to say, "all my personal property and all my real estate credits and effects which may be seized and sold under execution," or if it is in words to the like effect, and an assignment so expressed shall vest in the assignee all the real and personal estate, rights, property, credits and effects, whether vested or contingent, belonging at the time of the assignment to the assignor, except such as are by law exempt from seizure or sale under execution, subject, however, as regards lands to the provisions of the registry law as to registration of the assignment. partnership 5. If any assignor or assignors executing an assignment Personal and under this Act for the general benefit of his or their creditors debts. owes or owe debts both individually and as a member of a copartnership or co-partnerships the claim shall rank first upon the estate by which the debts they represent were contracted, and shall duly rank upon the others after all the creditors of those others have been paid in full. and removal of assignee. 6. A majority in number and value of the creditors who Appointment have proved claims to the amount of $25 or upwards may at their discretion substitute any other person for the assignee appointed by the assignment. An assignee may also be removed and another assignee may be substituted, or an additional assignee may be appointed by a Judge of the Court of Queen's Bench or of the County Court in the Judicial District in which the assignment is registered. In case under this section a new assignee is appointed, the estate assigned shall be transferred to such new assignee either solely or in case of the appointment of an additional assignee jointly, and the assignee thus superseded shall be bound to execute all deeds and other documents necessary for such Assignee may sue, etc. Order to take proceedings. Recovery of assigned. transfer. In case such superseded asignee neglects or refuses to execute any such deed or other document then a judge of the Court of Queen's Bench, upon the application of such new assignee, may order such deeds or documents to be executed by an officer of the court on behalf and in the name of such superseded assignee, and such execution shall be as valid and effectual as if executed by such superseded assignee in person. 7. Save as provided in the next sub-section, the assignee shall have an exclusive right of suing for the recission of agreements, deeds and instruments or other transactions made or entered into in fraud of creditors or made or entered into in violation of "The Administration of Justice Act, 1885," or of this Act. (1.) If at any time any creditor desires to cause any proceeding to be taken which in his opinion would be for the benefit of the estate, and the trustee, under the authority of the creditors or inspectors, refuses or neglects to take such proceedings after being duly required so to do, such creditor shall have the right to obtain an order of the Judge authorizing him to take such proceedings in the name of the trustee, but at his own expense and risk, upon such terms and conditions as to indemnity to the assignee as the Judge may prescribe, and thereupon any benefit derived from such proceedings shall belong exclusively to the creditor instituting the same for his benefit; but if, before such order is granted, the assignee shall signify to the Judge his readiness to institute such proceedings for the benefit of the creditors, the order shall prescribe the time within which he shall do so, and in that case the advantage derived from such proceedings, if instituted within such time, shall appertain to the estate. 8. If the person to whom any such gift, conveyance, assigneffects illegally ment, transfer, delivery or payment, as in Section 2 of this Act is mentioned, has been made, shall have sold or disposed of the property which was the subject of such gift, conveyance, assignment, transfer, delivery or payment, or any part thereof, the money or other proceeds realized therefor may be seized or recovered in any actions under the last preceding Sections as fully and effectually as the property if still remaining in the possession or control of snch person could have been seized or recovered. Defects in forin 9. No advantage shall be taken or gained by any creditor of any mistake, defect or imperfection in any assignment for the benefit of creditors under this Act if the same can be amended or corrected, and if there be any mistake, defect or imperfection therein, the same shall be amended by any Judge of the Court of Queen's Bench, of the County Court aforesaid on application of any creditor of the assignor or of the assignee, on such notice being given to other parties concerned as the Judge shall think reasonable, and such amendment when made shall have relation back to the date of said assignment. 10. The assignee in the first instance and any subsequent Remuneration assignees shall have such remuneration as shall be voted of assignee. to him by the creditors at any meeting called for the purpose, after the first dividend sheet has been prepared, or by the inspectors in case of the creditors failing to provide therefor, subject to revision by the Judge of the County Court aforesaid, if complained of by the assignee or any of the creditors. 11. No assignment made for the general benefit of creditors Notice of under this Act shall be within the operation of "The Chattel assignment. Mortgage Act," but notice of the assignment shall, as soon as conveniently may be, be published in the Manitoba Gazette and in one newspaper at least having a general circulation in the Judicial District in which the property assigned is situate. The publication in the Gazette shall be for one issue, and in the newspaper for four issues one week apart. (1.) A counterpart of every such assignment shall also, Registration of within ten days from the date thereof, be registered, (together assignment. with an affidavit of a witness thereto of the due execution of such assignment) in the office of the Clerk of the County Court of the Judicial Division where the assignor, if a resident of Manitoba, resides at the date thereof, or if he is not a resident then in the office of the Clerk of the County Court of the Judicial Division where the personal property so assigned is, or where the principal part thereof (in case the same includes personal property in more divisions than one) is at the date of the assignment, and such clerks shall file all such instruments presented to them respectively for that purpose, and shall endorse thereon the time of receiving the same in their respective offices, and the same shall be kept there for the inspection of all persons interested therein. The said clerks shall respectively number and enter such assignments, Clerk's fees. and be entitled to the same fees for services in the same manner as if such assignments had been registered under Chattel Mortgage Act." The publish and 12. If the said notice is not published in the regular num-Penalty for ber of the Manitoba Gazette and of such newspaper aforesaid neglect to which shall respectively be issued first after ten days from register. the date of the assignment, or if the assignment is not registered as aforesaid within ten days from the execution thereof, the assignor shall be liable to a penalty of ten dollars for each and every day which shall pass after the issue of the number of the newspaper in which the notice should have appeared until the same shall have been published, and a like |