Preamble. 46 V., c. 86. Directors may wind up the company. Company to cease busi ness. Transfer of shares void. CHẠP. GIÓ. An Act to authorize the Grange Trust (Limited) to wind up its affairs. [Assented to 23rd June, 1887.] WHEREAS the Grange Trust (Limited) have, by their petition, represented that they are a loan company incorporated by virtue of the statute of Canada, passed in the forty-sixth year of Her Majesty's reign, chapter eightysix; that at a special general meeting of the stockholders, duly called for the purpose of considering, among other things, the winding up of the Company's business, and held at the city of Toronto, on the ninth day of June, one thousand eight hundred and eighty six, a resolution was passed that the business of the Company be closed; that the Company are solvent so far as respects creditors, and cannot therefore be wound up under "The Winding up Act;" and have therefore prayed that an Act may be passed authorizing the winding up of the Company: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. The directors of the Company may wind up the Company. 2. The Company shall, from the date of this Act coming into force, cease to carry on their business, except in so far as may be required for the beneficial winding up thereof; any transfers of shares, except transfers made to, or with the sanction of the directors, or any alteration in the status of the members of the Company, after the commencement of such winding up, shall be void; but the corporate state and all the corporate powers of the Company shall, notwithstate continu- standing it may be otherwise provided by the Act of incorporation, continue until the affairs of the Company are wound up. Corporate ed. Disposal of property. 3. The property of the Company shall be applied in satisfaction of its liabilities, and, subject thereto and to the charges incurred in winding up its affairs, shall be distributed among the members according to their right and interest in the Company. 4. The directors may receive payment of unpaid principal Moneys owing money owing on mortgages, with interest up to the time of on mortgages. payment, although the time of payment of the principal may not have elapsed. suits, business property. 5. The directors may-(a.) bring or defend any action, Powers of suit or prosecution, or other legal proceeding, civil or directors as to criminal, in the name of, or on behalf of the Company; (b.) of company, carry on the business of the Company so far as may be and sale of necessary to the beneficial winding up of the Company; (c.) sell the real and personal property of the Company, by public auction or private contract, according to the ordinary mode in which such sales are made, with power to transfer the whole property to any person or company, or to sell the same in parcels and on such terms as seem most advantageous. 6. The quorum of the board of directors, for the trans- Quorum of action of business under this Act, shall be the same as at directors and delegation of present; but the board may, from time to time, with power powers. of revocation, delegate all or such of their powers as they may deem advisable, to three of their number. deeds. 7. All deeds, conveyances, releases, discharges and receipts Execution of may be executed by the Company's officers, in the same way and manner, and as effectually, as they have heretofore had power to do. liquidators. 8. In the winding up of the Company under this Act, Directors to the directors shall be deemed the liquidators of the Com- be deemed pany, and shall have the powers vested in liquidators by "The Winding Up Act," except in so far as they are modified by this Act. 9. Except in so far as modified by this Act, the pro- R.S.C., c. 129 visions of The Winding Up Act," shall be incorporated to apply. herewith, and form part of this Act; and, except in so far as modified by this Act, the court or any judge thereof shall have the same power and authority as if the Company were being wound up, by order of the court, under "The Winding Up Act." OTTAWA Printed by BLOWN CHAMBERLIN, Law Printer to the Queen's Most CHAP. Preamble. CHAP. 117. An Act respecting the Edmonton and Saskatchewan [Assented to 23rd June, 1887.] WHEREAS the Edmonton and Saskatchewan Land Com pany, (Limited), was, on the fifteenth day of June, one thousand eight hundred and eighty-two, incorporated 40 V., c. 43. by letters patent under "The Canada Joint Stock Companies' Schedule of Act, 1877;" and whereas the Company acquired certain lands in the North-West Territories for the purpose of colonization, and has, through change of circumstances, been unable to properly carry out the objects of the said incorporation, and has discontinued its attempts to colonize; and whereas it is not deemed prudent in the interests of the Company, to offer its said lands for sale at present; and whereas it is deemed expedient by the Company that the Company should be authorized to accept shares of the Company's stock in payment of the price of lands or other assets to be sold to the shareholders; and whereas the bill on which this Act is based was approved at a special general meeting of the Company held on the fourth day of May, one thousand eight hundred and eighty-seven; and whereas the Company has, by its petition, prayed for the passing of this Act, and it is expedient to grant the prayer of the 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 board of directors of the Company may cause to unsold lands, be prepared and submitted to the shareholders, at a special &c., to be submitted at spe- general meeting of the Company to be called for that purcial meeting. pose with notice of the object, a schedule of the unsold lands of the Company and of any other property or assets which they deem advisable to deal with in the manner hereinafter provided, stating the price in shares per acre or per lot or for each asset designated, to be fixed for the purposes of this Act for each parcel of land or other property or asset of the Company included in such schedule; and at such special general meeting or any adjournment thereof the schedule and prices therein set forth shall be considered and the prices approved, either with or without modification, and after or without further investigation of the correctness Considera tion thereof. correctness thereof; and the prices so approved shall be subject to increase by the board if they so determine before the next annual general meeting of the Company. ule to be sub ing. 2. In like manner the board shall cause to be prepared A like schedand submitted to the shareholders of the Company, in the mitted at each year one thousand eight hundred and eighty-eight, and at annual meetevery annual general meeting during the continuance of the Company, a schedule of the unsold lands,―stating the price in shares per acre or per lot or for each asset designated, to be fixed for the purposes of this Act for each parcel of land or other asset included in such schedule; and the schedule and prices therein set forth shall be con- Considerasidered at such general meeting or any adjournment thereof, and the prices approved, either with or without modification, and after or without further investigation of the correctness thereof; and the prices so approved shall be subject to increase by the board if they so determine before the next succeeding annual general meeting. tion thereof. 3. The board of directors may, from time to time, in their Price of lands, option, accept payment of the price of any of the Com- &c., may be accepted in pany's lands or other assets to be sold to any shareholder of shares. the Company, by the transfer or surrender to the Company by such shareholder of shares of the Company upon which there is no unpaid call or of shares which are free from calls Provided, that no lands or other assets, the price of Proviso. which is accepted in shares, shall be sold at a rate lower than the rate affixed to such land and approved by the shareholders in the manner hereinbefore provided. ed in payment 4. The Company may grant and convey to any share- Lands, &c., holder or shareholders any lands or other assets of the may be grant Company in repayment and satisfaction of his interest in of capital. or part of his interest in the capital stock of the Company as represented by his shares or any of them: Provided, Proviso. that no lands or other assets shall be conveyed and applied under the provisions of this Act, in repayment of capital, at a lower rate in shares than the rate or price affixed to such land or asset, and approved of by the shareholders in the manner hereinbefore provided, or the increased price subsequently fixed by the board. shares can 5. Every share which, under the provisions of this Act, Surrendered is transferred or surrendered to the Company in payment of celled. the price of land, shall, by force of such transfer or surrender become cancelled and extinct; and no holder of any such share shall thereafter have in respect of any share so transferred or surrendered any right or interest in the Company, or in any of the lands or other property or assets thereof, or be VOL. II-19 entitled If more than for the same entitled to receive any interest or dividend or capital for or in respect of such share, nor shall he be subject to or liable in respect of any calls or liabilities of the Company by reason of having been before such transfer or surrender the holder of such share. 6. When two or more shareholders apply to purchase one applicant the same parcel of land or other assets, the directors may determine by lot which of the applicants shall be entitled to purchase the same. land. Register of surrendered kept. 7. The board shall keep a register of all shares in the Comshares to be pany which, under the provisions of this Act, have, from time to time, been transferred or surrendered to the Company as aforesaid, and shall, from time to time, cause to be inscribed therein the name of the shareholder by whom the same has been transferred or surrendered, and the price at which the land or other assets were conveyed to such shareholders, with a concise description of such land or assets. The said register shall, during business hours, but subject to such reasonable restrictions as the board imposes, be open Statement for to the inspection of any shareholder. The board shall, in annual meet each and every year, lay before the annual general meeting of the shareholders an abstract or copy of so much of such register as relates to shares cancelled during the period embraced in the report presented to such meeting. Access to register. ing. Capital to be reduced by nominal value of cancelled shares. Certain pow ed. 8. The capital of the Company shall, from time to time. be, and be deemed to be, reduced by the nominal value of the shares cancelled in accordance with the provisions of this Act; and the auditors of the Company shall, in their certificate, applicable to each yearly account and balance sheet of the Company's affairs, state and certify the total nominal amount of the shares so cancelled during the year to which such account and balance sheet are applicable. 9. Nothing in this Act contained shall operate or be ers not affect construed to repeal or vary any of the provisions of the letters patent of the Company, save in so far as such provisions may be inconsistent with this Act, or to prevent the board from selling land or other assets of the Company under the powers contained in the letters patent at such prices (to be payable in money), whether less or greater than the prices affixed to such land in the schedule hereinbefore provided for, as the board determines,-or to abridge or restrict the powers of the Company or of the board in the conduct and management of the affairs of the Company. Surrender of ectors. 10. Any director of the Company may take land or shares by dir other assets from the Company in satisfaction of any shares by him transferred or surrendered to the Company in the same manner as any other shareholder. |