Agreement for union, how made and vide. same, and for the purpose of carrying out such purchase or sale, the company so purchasing may assume the liabilities of the company so selling and may enter into such bond or agreement of indemnity with the company or the individual shareholders thereof or both as may be necessary, and may enter into all contracts and agreements necessary to such union, amalgamation, consolidation, sale, purchase or acquisition." "99. The directors of the Company and of any other such company or society may enter into a joint agreement under what to pro- the corporate seals of each of the said corporations for the union, amalgamation or consolidation of the said corporations, or for the sale by the Company of its assets to any other such company or society, or for the purchase and acquisition by the Company of the assets of any such company or society, prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number of directors and other officers thereof, and who shall be the first directors and officers thereof, the manner of converting the capital stock of each of the said corporations into that of the new corporation, with such other details as they deem necessary to perfect such new organization, and the union, amalgamation and consolidation of the said corporations and the after management and working thereof, or the terms and mode of payment for the assets of the Company by any other such company or society purchasing the same, or for the assets of any other such company or society purchased or acquired by the company." Approval of "100. Such agreement, or if no agreement has been enshareholders. tered into but an offer has been made by another company or society under its corporate seal for the purchase of the assets of the Company, or if the Company has made any offer under its corporate seal for the purchase of the assets of another Company or Society, then such offer, shall be submitted to the shareholders of each of the said corporations at a meeting thereof to be held separately for the purpose of taking the same into consideration: Notice of meeting for such purpose. "2. Notice of the time and place of such meetings and the objects thereof shall be given by written or printed notices addressed to each shareholder of the said corporations respectively, at his last known post office address or place of residence, and also by a general notice inserted in a newspaper published at the chief place of business of such corporations once a week for six successive weeks: Proceedings "3. At such meetings of shareholders such agreement or at meetings. offer shall be considered and a vote by ballot taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote, unless otherwise provided by the by-laws of the said respective corporations, and the said ballots being cast in person or by proxy: and if two-thirds of the votes of all the shareholders of such corporations representing not less than two-thirds in value of the paid up up capital stock of each shall be for the adoption of such agreement, or the adoption and acceptance of such offer, then that fact shall be certified upon the said agreement or offer by the secretary or manager of each of such corporations under the corporate seals thereof: "4. If the said agreement is so adopted or the said offer If the agree ment is adoptso adopted and accepted at the respective meetings of the ed or the offer shareholders of each of the said corporations, the agreement accepted. so adopted or the offer so adopted and accepted and the said certificates thereon shall be filed in the office of the Secretary of State of Canada, and the said agreement or offer shall thenceforth be taken and deemed to be the agreement and act of union, amalgamation and consolidation of the said corporations, or the agreement and deed of purchase and acquisition of the assets of the Company by such other company or society so purchasing or by the Company of the assets of the company or society so selling, as the case may be; and the assets of the company selling shall thereupon, Effect of without any further conveyance, become absolutely vested in the Company purchasing, and the Company purchasing shall thereupon become and be responsible for the liabilities of the Company or Society so selling, the whole as fully and effectually to all intents and purposes as if a special Act were passed with that object; and in dealing with the assets of the Company selling it shall be sufficient for the Company purchasing to recite the said agreement and the filing thereof in the office of the Secretary of State of Canada. agreement. "5. A copy of such agreement or offer so filed and of the Copy to be certificates thereon properly certified shall be evidence of evidence. the existence of such new corporation or of such purchase and acquisition : 6. Due proof of the foregoing facts shall be laid before Letters patent the Governor in Council, and the Governor in Council may the new commay issue to issue letters patent to the new corporation and notice pany. thereof shall be duly published by the Secretary of State in the Canada Gazette, after which the new corporation may transact business: such meet "7. The shareholders who may vote at such meetings shall Who only be those only whose names are duly entered in the books of may vote at the respective corporations at the date of the first publica- ings. tion of the notices calling such meetings, and they shall vote upon the shares only then standing in their respective names." OTTAWA: Printed by BROWN CHAMBERLIN, Law Printer to the Queen's Most MON Preamble. Establish ment of Pension Fund Societies by officers and companies. CHAP. 21. An Act to empower the employees of incorporated companies to establish Pension Fund Societies. [Assented to 23rd June, 1887,] HER Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. The president, vice-president, general manager, assistant general manager, or person acting as such, cashier, assistant cashier and inspector of any corporation legally employees of transacting business in Canada, under any Act of the Parliament of Canada, or any two of the said officers, with any other of the superior officers, may at any time establish a pension fund society in connection with the administration of such corporation, under the regulations and subject to the supervision and control hereinafter designated, and thereupon they and the employees of such corporation who join the said society, and those who replace them from time to time, shall be and be designated as the pension fund society of the corporation in whose service they are, hereinafter designated "the parent corporation," and under such name shall be and become a body corporate and politic. Declaration tion. 2. The officers of any corporation who desire to establish of incorpora a pension fund society under the provisions of this Act, and who are thereby authorized so to do, shall make and sign in duplicate a declaration in the form set forth in the schedule to this Act, or any words equivalent thereto, setting forth the names, residences and official positions of the said officers, the name of the parent corporation, the name of such society, and the place within Canada which is to be its chief place of business, and shall file such declaration in the office of the Secretary of State of Canada, and in the office of the registrar of deeds for the county or registration division within which the chief place of business of the society shall be situated; and the officers who make and sign such declaration shall be the provisional directors of the society, and shall hold office until their successors are appointed or elected. Provisional directors. Notice to be given and 3. Notice of the incorporation of such society shall also be what it shall given by publication in the Ca-ala Gazette for four weeks, contain. and and in such notice the exact name adopted by such society shall be given, and the designation of the chief place of business of such society, and of the secretary thereof upon whom legal process may be served; and notice of any change in such place or in the person of the secretary thereof, shall also be given in a similar way. 4. The provisional directors shall have power to call the First meeting first meeting of the society, and at such meeting directors of society. may be elected and by-laws may be passed under the provisions of this Act; end upon the passage of such by-laws, a By-laws. copy thereof and subsequent copies of other by-laws in amendment thereof, in addition thereto or diminution thereof shall also be filed with the Secretary of State within two weeks from the passage thereof. 5. The affairs of the corporation shall be administered by Board of dira board of directors who shall be appointed or elected in ectors. such manner, in such number, with such qualifications, and for such period as are determined by the by-laws; but at the first meeting of the society to be held under this Act five directors shall be elected, subject to addition to such number if so sanctioned by the by-laws, and other officers Other officers. may be appointed in such manner, with such remuneration, and under such provisions touching their powers and duties as are established by the by-laws : ings. 2. Each contributory to the funds of the society, includ- Voting at ing the parent corporation, shall have such right to vote at general meetgeneral meetings of the society, on such occasions, subject to such restrictions and on such conditions as are determined by the by-laws. objects of the 6. Such society after its incorporation under this Act, Powers and shall have the power by means of voluntary contribution or society. otherwise as its by-laws provide, to form for the purpose aforesaid, a fund, and may invest, hold and administer the same, and from and out of the said fund may provide for the support and payment of pensions to officers and employees of the parent corporation, incapacitated by age or infirmity, and upon the death of such officers or employees may pay annuities or gratuities to their widows and minor children or other surviving relatives in such manner as by such by-laws may be provided, and may make such by-laws By-laws may not contrary to law, as may be deemed advisable, for the be made, and formation and maintenance of the said fund and for the poses. management and distribution thereof generally, and for defining and regulating in such wise as to them may seem meet all the rights, powers and duties of the society or of the individual members thereof; and of such officers and employees and widows and orphans or other surviving relatives and of the parent corporation in the premises, and the mode of enforcement thereof and for enforcing any penalty or forfeiture for what pur Amendment and repeal of by-laws. Sanction of parent corporation. Application of revenues. Contributions feiture in the premises, and for the government and ordering of all business and affairs of the society; and all the powers, authority, rights, penalties and forfeitures whatsoever in the premises, whether of the society or of the individual members thereof, or of the officers and employees thereof, or of such widows and orphans and relatives, or of the parent corporation shall be such and such only and may be enforced in such mode and in such mode only, as by such by-laws shall be defined and limited; and the society may from time to time amend and repeal such by-laws and generally shall have all necessary corporate powers for the purposes of this Act: but no by-law shall have any force or effect unless the same has been sanctioned by the board of directors of the parent corporation. 7. All the revenues of the corporation, from whatever source derived, shall be devoted exclusively to the maintenance of the corporation and the furtherance of the objects aforesaid of the said fund and to no other purpose what ever. 8. The parent corporation may, and is hereby authorized from parent to contribute annually or otherwise to the funds of the said society, by a vote of either its directors or its shareholders. corporation. interest. No transfer of 9. The interest of any member in the funds of the Society shall not be transferable or assignable in any manner whatsoever by way of pledge, hypothecation, sale or security. Returns to 10. Every society formed under this Act shall at all times. when thereunto required by the Governor in Council or by either House of Parliament make a full return of their property and of their receipts and expenditure for such period and with such details and other information as the Governor in Council or either House of Parliament requires. SCHEDULE. Declaration of Incorporation. We the undersigned (describe the officials establishing the society) do hereby declare that we have associated ourselves together for the purpose of establishing a pension fund society in connection with the administration of the under the provisions of the "Act to empower the employees of incorporated companies to establish Pension Fund Societies." That the proposed corporate name of the society shall be the Pension Fund Society of the That |