Capital stock 3. The capital of the Company shall be two millions of and shares. dollars, divided into twenty thousand shares of one hundred When to com- dollars each; and the Company shall have power to com mence busi ness. Company agency and trust com pany. mence business as soon as one-half of its capital stock shall have been subscribed, and twenty per cent. upon such amount so subscribed shall have been paid up. 4. The Company is empowered to act as an agency and may act as an trust company, and may hold, invest and deal, in its own name or otherwise, with such moneys, mortgages, hypothecs, securities or evidences of debt as shall from time to time be transferred or delivered to the Company upon trust or as agents, and may exercise all the rights which the parties so transferring or delivering the same might or May guaran- could exercise; and the Company may give such guarantee tee payment. as may be agreed on for repayment of principal or interest, or both, of any such moneys, mortgages, hypothecs, securities or evidences of debt. May acquire certain real estate. Proviso. Head office 5. The Company may hold such real estate as, being mortgaged or hypothecated to them, may be acquired by them for the protection of their investments, and may, from time to time, sell, mortgage, lease or otherwise dispose of the same: Provided always, that the Company shall sell any such real estate acquired in satisfaction of any debt, within seven years after so acquiring it. 6. The head office of the Company shall be in the City of and agencies. Montreal, but the Company may have other offices in Canada or Great Britain or elsewhere for such purposes as the Directors shall determine; and the bonds, coupons or dividends of the Company may be made payable at any place in Great Britain or elsewhere,. and in sterling or currency. Proof of transmission of shares. Declaration in case of transmission 7. The transmission of the interest in any share of the capital stock, in consequence of the marriage, death, bankruptcy, or insolvency of a shareholder, or by any other lawful means than an ordinary transfer, shall be authenticated and made in such form, by such proof, with such formalities, and generally in such other manner, as the Directors shall, from time to time, require or by any by-law may direct; and in case the transmission of any shares of the capital stock of the by marriage. Company shall be by virtue of the marriage of a female shareholder, it shall be competent to include therein a declaration to the effect that the share or shares transmitted are the sole property and under the sole control of the wife, that she may receive and grant receipts for the dividends and profits accruing in respect thereof, and dispose of and transfer the share itself without requiring the consent or authority of her husband; and such declaration shall be binding upon the Company and the parties making the same, until the said parties shall see fit to resolve it by a written notice to that effect effect to the Company; and the omission of a statement in any such declaration that the wife making the same is duly authorized by her husband to make the same, shall not cause the declaration to be deemed either illegal or informal, any law or usage to the contrary notwithstanding. doubt as to 8. If the Directors of the Company shall entertain reason- Proceedings able doubts as to the legality of any claim to and upon such in case of share or shares of stock, it shall be lawful for the Company ownership of to make and file in the Superior Court at Montreal, a decla- shares. ration and petition in writing addressed to the Justices of the said Court, setting forth the facts, and the number of the shares previously belonging to the party in whose name such shares stand in the books of the Company, and praying for an order or judgment adjudicating or awarding the said shares to the party or parties legally entitled to the same, and by which order or judgment the Company shall be guided and held fully harmless and indemnified and released from all and every other claim for the said shares, or arising therefrom: Provided always, that notice of such petition shall be given Proviso; to the party claiming such shares, who shall, upon the filing notice to be of such petition, establish his right to the several shares referred to in such petition; and the delays to plead and all other proceedings in such cases shall be the same as those observed in interventions in cases pending before the said Superior Court; Provided also, that unless the said Superior Proviso: as to Court otherwise orders, the costs and expenses of procuring such order and adjudication, shall be paid by the party or parties to whom the said shares shall be declared lawfully to belong; and such shares shall not be transferred until such costs and expenses be paid, saving the recourse of such party against any party contesting his right. given. costs. cept as 9. The provisions of the Act of this Session, intituled 40 V., c. 43, "An Act to amend the law respecting the incorporation of to apply, exJoint Stock Companies by Letters Patent," except in so far varied. as they may be varied by this Act, are hereby incorporated with, and shall form part of this Act. СНАР. CHAP. 80 Preamble. Con. Stat., Name of Society changed. Not to be deemed a new corporation. Rights and liabilities continued. Property transferred to Company. An Act to incorporate the "Dominion Building Society" under the name of "The Dominion Mortgage Loan Company" and for other purposes. [Assented to 28th April, 1877.] WHEREAS the "Dominion Building Society," a body politic and corporate, have by their petition, represented that they were incorporated under the authority of the legislature of the late Province of Canada (Consolidated Statutes for Lower Canada, chapter sixty-nine), and have prayed for an Act of incorporation with the powers hereinafter set forth, and it is desirable in the public interest and in the interest of the said Society to grant the prayer of their said petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. The said "Dominion Building Society," and all its members, their successors and assigns for ever, are hereby constituted a body politic and corporate under the name of "The Dominion Mortgage Loan Company," having, its principal place of business in the City of Montreal; and under that name may sue and be sued, plead and be impleaded in all courts and places whatsoever. 2. The said Company (hereinafter called the Company) shall have, hold and continue to exercise all the rights, powers and privileges that have heretofore been held, exercised and enjoyed by the said "Dominion Building Society" and shall be subject to all the liabilities to which that Society is now subject, in as full and ample a manner as if the said Society had continued to exist under its original name; and all statutory provisions applicable to the said Society shall continue applicable to the Company, so far as the same are not contrary to, or inconsistent with the provisions of this Act. 3. All the movable and immovable property, shares or stock, debts, rights, claims and privileges of the said "Dominion Building Society" shall be transferred to and vested in the Company, and all its debts and obligations shall be binding on the same, and all the shareholders in the said Society shall be shareholders in the Company, and all legal proceedings heretofore begun by or against the said "Dominion Building Society," may be continued and terminated under the name or style of cause in which they have been instituted, for the benefit of or against the Company. &c., to con 4. The present President, Vice-President and Directors and President, officers of the said "Dominion Building Society" shall con- tinue in office. tinue in office as such in the Company, with the names of President, Vice-President, Directors and officers of the Company until replaced in conformity with the by-laws of the said Society and the provisions of the law. rules con 5. All the present by-laws and rules of the said "Do- By-laws and minion Building Society," so far as the same are not contrary tinued. to law or inconsistent with the provisions of this Act, shall continue in full force and effect, and shall be binding in law as regards the Company, its Directors, officers, shareholders and borrowers until modified, amended or repealed in conformity to law, and the provisions of this Act. shares. 6. The accumulating shares called appropriation shares Conversion of (parts d'appropriation) of the first and second issues of the accumulating capital stock of the said Society, the amount of which shall not have been loaned and advanced to the holders thereof, shall be, from the first day of June next, converted into permanent shares and reduced to one-fifth of the original number thereof, and new permanent shares shall be issued to the holders of such shares in the proportion of one-fifth, or of one new permanent share for every five of such said shares, so that the holder of one book or ten shares of one hundred dollars each in the said first issue of the capital stock of parts d'appropriation shall be holder of two shares, and the holder of one book or twenty shares of one hundred dollars each in the said second capital of parts d'appropriation shall be holder of four shares in the new hereby created permanent stock; and whatever amount has been paid upon such shares by the holder thereof shall be entered as paid and shall be deemed to be the amount already paid upon the said new permanent shares; and the Board of Directors of the Company are hereby authorized to make such arrangements as to the details of the said conversion and reduction as shall be found most convenient: Provided always, that the said conversion Proviso: liaand reduction of stock, shall in no way diminish the liability of bility not the shareholders thereof to pay up in full the instalments and other dues which may be due by them upon their said appropriation shares on the said first day of June next, nor shall in any way diminish their liability to the creditors of the said Society. affected. not affected. 7. Nothing in the next preceding section contained shall in Borrowing any way affect the holders of appropriation shares of the first shareholders and second capital of appropriation, who shall have borrowed and received in advance the amount thereof, and the said borrowing shareholders shall, notwithstanding this Act, continue to pay up their instalments upon the said shares until such time as the said instalments and profits accrued thereon shall have made up the nominal value of the said shares, and shall have effected, by compensation, the payment of the amount borrowed upon the said Their obliga- shares; and they shall also continue to pay up the interest on tions to continue. Calls on stock and increase of capital. by sharehold the loan or loans by them effected, according to the by-laws of the said Society, as aforesaid, and to the terms and conditions provided in the deed or deeds of loan and obligation, or in any other deed they may have passed in favor of the said Society, or as provided in any other deed by which they may have bound themselves to make any payment to the said Society, according to law: Provided always, that nothing herein contained shall prevent the borrowing shareholders of the said appropriation shares, who may prefer to divest themselves of the said shares and otherwise repay the loan effected thereon, from making any agreement to that end with the Board of Directors. 8. The capital stock of the said Company, reduced as hereinbefore enacted, together with the permanent stock already subscribed shall be and form the permanent capital stock of the said Company now incorporated. : 9. The Board of Directors of the Company shall have power to make calls from time to time upon the new permanent stock by this Act created, and upon the old permanent stock of the said Society, for the payment of any amount that may remain unpaid upon such stock, and shall also have power to increase the capital of the Company by Proviso: to issuing new shares Provided that such calls and be sanctioned such increase of capital shall have been previously authorized by a resolution adopted by at least two-thirds of the votes of the shareholders of the Company, voting in person or by proxy, at a general meeting convened for that purpose; Provided also, that the capital of the Company extent of in- shall not at any time exceed one million of dollars, and that the calls upon the shares of the Company shall not at any one time exceed ten per cent. of the nominal value of the said shares,—nor shall they be made at intervals of less than three months. ers. Proviso: crease. Prior claims in respect of shares. 10. All shares in the said Company and all profits thereon of the Society shall be specially, and by prior privilege to any other creditors, charged with and liable for any claims the Company may have against the proprietors of such shares; and the same may be retained and confiscated by the Company to an amount equal to the sum in arrear, if the shareholder indebted to the Company should fail to discharge his debt or obligation within twelve months after the same shall Shares sub- have matured. The shares of the said Company may also be seized and sold in the same manner as shares in bank stock, and with the same formalities as in like cases. ject to seizure. |