for refusal. of the company in relation to its business, and may administer expression 4. In this section the expression "judge " means in Ontario Meaning of a judge of the High Court of Justice; in Quebec it means a judge." judge of the Superior Court in and for that province; in Nova Scotia, New Brunswick and British Columbia, it means a judge of the Supreme Court in and for each of those provinces respectively; in Manitoba it means a judge of His Majesty's Court of King's Bench for Manitoba; in Prince Edward Island it means a judge of the Supreme Court of Judicature; in the North-west Territories it means a judge of the Supreme Court of the North-west Territories; and in the Yukon Territory it means a judge of the Territorial Court. SERVICE OF PROCESS, ETC. company. 80. Any summons, notice, order or other process or docu- Service of ment required to be served upon the company, may be served process on the by leaving the same at the office in the city or town in which its chief place of business in Canada is situate, with any adult person in the employ of the company, or on the president or secretary of the company, or by leaving the same at the domicile of either of them, or with any adult person of his family or in his employ; or if the company has no known office or chief place of business, and has no known president or secretary, the court may order such publication as it deems requisite to be made in the premises; and such publication shall be held to be due service upon the company. dispensed 81. Any summons, notice, order or proceeding requiring Use of authentication by the company may be signed by any director, common seal manager or other authorized officer of the company, and need with in not be under the seal of the company. certain cases. members. 82. Notices to be served by the company upon the share- Service of holders may be served either personally or by sending them notices upon through the post, in registered letters, addressed to the shareholders at their places of abode as they appear on the books of the company. notice by 83. A notice or other document served by post by the Service of company on a shareholder, shall be held to be served at the post. time when the registered letter containing it would be delivered in the ordinary course of post; and to prove the fact and time of service it shall be sufficient to prove that such letter was properly addressed and registered, and was put into the post office, and the time when it was put in, and the time requisite for its delivery in the ordinary course of post. Evidence of by-laws. Actions company and 84. A copy of any by-law of the company, under its seal, and purporting to be signed by any officer of the company, shall be received as against any shareholder of the company, as prima facie evidence of such by-law in all courts in Canada. 85. Any description of action may be prosecuted and mainbetween tained between the company and any shareholder thereof; shareholders. and no shareholder shall, by reason of being a shareholder, be incompetent as a witness therein. Mode of incorporation, etc., how to be set forth in legal 86. In any action or other legal proceeding, it shall not be requisite to set forth the mode of incorporation of the company, otherwise than by mention of it under its corporate name, as proceedings. incorporated by virtue of letters patent-or of letters patent and supplementary letters patent, as the case may be-under this Act; and the notice in the Canada Gazette, of the issue of such letters patent or supplementary letters patent, shall be prima facie proof of all things therein contained; and on production of the letters patent, or supplementary letters patent, or of any exemplification or copy thereof, the fact of such notice shall be presumed; and, except in any proceeding by scire facias or otherwise for the purpose of rescinding or annulling incorporation. the same, the letters patent or supplementary letters patent, or any exemplification or copy thereof, shall be conclusive proof of every matter and thing therein set forth. Proof of Proof Full statement of 87. Proof of any matter which is necessary to be made under this Act may be made by oath or affirmation, or by solemn declaration, before any justice of the peace, or any commissioner for taking affidavits, to be used in any of the courts in any of the provinces of Canada, or any notary public, each of whom is hereby authorized and empowered to administer oaths and receive affidavits and declarations for that purpose. STATEMENTS AND RETURNS. 88. The directors of every company shall lay before its affairs at each shareholders annually a full printed statement of the affairs and financial position of the company at or before each general meeting of the company for the election of directors. meeting for elections. Return to be made. 89. It shall be the duty of the company to make a return to the Secretary of State at any time a written request may be made therefor, containing the following particulars :— (1.) The amount of the capital of the company, and the number of shares into which it is divided. (2.) The number of shares taken from the commencement of the company up to the date of the summary. (3.) The amount of calls made on each share. (5.) The total amount of calls unpaid. (6.) The total amount of shares forfeited. (7.) The names, addresses and occupations of the persons who have ceased to be members within the twelve months preceding, and the number of shares held by each of them. If any company for a space of one month neglects or refuses Penalty to comply with such request the company shall incur a for default penalty not exceeding twenty dollars for every day during which such default continues; and every director and manager of the company who knowingly and wilfully authorizes or permits such default shall incur the like penalty. REPEAL. as to return. 90. The Acts mentioned in the second schedule to this Acts repealed. Act are hereby repealed to the extent specified in the third Savings as to column of that schedule, except in so far as they apply to loan certain loan companies incorporated or formed, under the provisions of companies. The Companies Act, before the eleventh day of August, 1899. R.S.C., c. 119, FIRST SCHEDULE. FORM A. (Section 7.) APPLICATION FOR INCORPORATION UNDER THE COMPANIES To the Honourable the Secretary of State of Canada : The application of and 1899, c. 41, s. 46. respectfully showeth as follows: The undersigned applicants are desirous of obtaining letters patent under the provisions of The Companies Act, 1902, constituting your applicants and such others as may become shareholders in the Company thereby created a body corporate and politic under the name of "Limited," or such other name as shall appear to you to be proper in the premises. The undersigned have satisfied themselves and are assured that the proposed corporate name of the Company under which incorporation is sought is not the corporate name of any other known Company incorporated or unincorporated or any name liable to be confounded therewith or otherwise on public grounds objectionable. Your applicants are of the full age of 21 years. 109 The The purposes for which incorporation is sought by the applicants are: The chief place of business of the proposed company within Canada will be at County of of in the in the Province The amount of the capital stock of the Company is to be $ The following are the names in full and the address and calling of each of the applicants with the amount of stock taken by each applicant respectively: The said Applicant. Amount of Stock will be the first or provisional directors of the Company. A stock-book has been opened and a memorandum of agreement by the applicants under seal in accordance with the statute has been executed in duplicate-one of the duplicates being transmitted herewith. The undersigned therefore request that a charter may bet granted constituting them and such other persons as hereafter become shareholders in the Company, a body corporate and politic for the purposes above set forth. NOTE.-If any cash has been paid in on stock or if any property is intended to be accepted on account of stock it should be here stated. FORM B. (To be executed in duplicate; one duplicate to be transmitted with the application. The Company of (Limited). MEMORANDUM OF AGREEMENT AND STOCK BOOK. We the undersigned do hereby severally covenant and agree each with the other to become incorporated as a company under the provisions of The Companies Act, 1902, under the name of The .....Company of..... ..........(Limited), or such other name as the Secretary of State may give to the 111 Company, |