Power to hold to time be called up, in loans upon the security of real estate, or in the public securities of the Dominion, or of any Province thereof; and the Company are also empowered to hold such real estate, not exceeding five thousand dollars in annual value, as may be certain real necessary for the transaction of their business, or as being mortgaged estate. to them, may be acquired by them for the protection of their investment; and may from time to time mortgage, sell, lease or otherwise dispose of the same: Provided always that it shall be Proviso. incumbent upon the Company to sell any real estate acquired by them in respect of any debt due to them, within five years after such acquisition. 7. The capital stock of the Company shall be five hundred Capital and thousand dollars, in five thousand shares of one hundred dollars shares. each; but it shall be lawful for the Company from time to time to increase the capital stock to an amount not exceeding in the whole one million dollars, by a resolution adopted by a majority of the increase. shareholders at a meeting specially called for that purpose. Provision for Vice-Presi 8. The property, affairs and business of the Company shall be Directors, Premanaged by a board of seven Directors, one of whom shall be sident and chosen President and one Vice-President; which board in the first dent. instance, and till others shall be chosen and appointed as hereinafter provided, shall consist of the persons named in the preamble to this Act. Directors. 9. When and so soon as the sum of five hundred thousand First meeting dollars shall have been subscribed, and ten per cent. thereof paid for election of up, the Directors shall call a general meeting of the shareholders, to be held at such time and place in the City of Toronto, as the Directors may appoint,-of which meeting not less than three weeks' notice shall be given in one newspaper published in the cities of Toronto and Montreal respectively-for the purpose of electing Directors, who shall hold office for the next ensuing year; and thereupon the powers and functions of the said Provisional Directors shall cease, and the said Company may thereupon go into operation: Provided always that no dividend shall be declared or paid out of the profits of the said Company to the shareholders thereof, until the paid up capital of the said Company, together with the accumulations of the said profits shall amount to the full sum of one hundred thousand dollars, or until the said sum of one hundred thousand dollars shall have been fully paid up by calls made upon the shareholders in manner hereinafter provided. 10. Each shareholder shall be entitled to one vote for each Votes. share he or she may hold in his or her name; all votes given at any Proxies, meeting may be given either personally or by proxy; and any proposition at any meeting shall be decided by a majority of the Majority. parties present, including proxies. 11. The Company shall have their head office in the City of Head office. Toronto, and an office in the City of Montreal; and a general Annual genemeeting ral meetings. meeting of the Company shall be held in the City of Toronto on such day in each and every year as the Board of Directors shall appoint, after giving fifteen days previous notice thereof in one of the newspapers of the said City; at which meeting the shareholders shall proceed to elect by ballot a Board of Directors for the Directors may ensuing year: Provided that nothing herein contained shall be held to render the retiring Directors ineligible for re-election. be re-elected. Quorum of Directors and their powers to make By laws for cer tain purposes. Proviso: for approval by shareholders. Provision in of election. 12. At all meetings of the Directors three shall be a quorum for the transaction of business, and all questions before them shall be decided by a majority of votes; and the said Directors shall have full power and authority to make by-laws and regulations respecting the business and management of the said Company, 1 and of the stock and effects thereof; the calling of special general meetings; the regulation of the meetings of the Board of Direc tors; the appointment and removal of a Managing Director. Secretary and other officers of the Company, as well as of agents and local boards for facilitating the details of business; the making of calls upon the subscribed capital; the regulation of the powers and duties of all officers of the Company, and the remuneration to be paid to them; the transfer of stock, and the mode of effecting the same; the transmission of the interest in any share by any mode other than by transfer, and the manner of proving the same: Provided always that all such by-laws and regulations shall only be valid and binding until the next annual general meeting, unless they are then approved thereat, and shall thereafter have force and effect as so modified or approved at such meeting. 13. In case it should at any time happen that an election of case of failure Directors of the said Company should not be made on any day when pursuant to this Act it should have been made, the said Company shall not for that cause be deemed to be dissolved; but it shall be lawful on any other day to hold and make an election in such manner as may be regulated and appointed by the Directors for the time being, and the Directors in office shall so continue until a new election is made. Directors resigning or dying. Calls and recovery of calls. Annual statement to be transmitted to Minister of Finance. 14. Whenever any one or more of such Directors die or resign, the remaining Directors shall appoint a Director or Directors in the place and stead of the person or persons so dying or resigning. 15. The Directors may require payment of subscriptions to the said capital stock, at such times and in such proportions as they may deem proper under penalty of forfeiture of all stock and previous payments thereon: and the said Company may sue for and recover all such subscriptions. 16. The said Company shall transmit annually to the Minister of Finance, a statement in duplicate, verified by the oath of the President, Manager or Secretary, setting out the capital stock of the Company, and the proportion thereof paid up; the assets and liabilities liabilities of the Company; the value of the trust property held by them under any grant, assignment, transfer, devise or bequest, or committed to them by any such court as aforesaid, or in any other manner acquired by them, and the amount annually received and paid over, or applied by the Company in connection therewith; and such other details as to the nature and extent of the business of the Company, as may from time to time be required by the said Minister of Finance, or in pursuance of any general Act passed to regulate trust companies and such statement shall be made up to the thirty-first day of December in each year. and limitation 17. No shareholder shall be eligible for election as a Director, Qualification unless he is the holder of ten shares at least of the capital stock of Directors: of the Company, upon which all calls have been paid; and until as to transfer the whole of the said capital stock is paid up, no shareholder shall of shares. have the power to transfer his or her share or shares of the Company without the consent of a majority of the Directors being first had and obtained. property en 18. Whosoever being a Director, member, Manager, public Punishment of officer, or clerk of the said Company, fraudulently converts or officers, &c., fraudulently appropriates any property whatever or valuable security to or converting for his own use, or the use of any other person, or for any purpose trusted to the other than that contemplated or provided for by the trust accepted Company. by the Company, or which may be received or intended to be received by the Company as agents or attorneys for others under the provisions of the second and third sections of this Act, is guilty of a misdemeanor; and shall be liable to be imprisoned in the Penitentiary for any term not exceeding seven years, and not less than two years, or to be imprisoned in any other place of confinement, for any term less than two years, with or without hard labor, and with or without solitary confinement. 19. In any indictment under the next preceding section, it Form of inshall be sufficient to state any such property to belong to the dictment. Company. 32 33 V., c. 20. The eighty-second and three following sections of the Act Sections of passed in the Session of the Parliament of Canada, held in the 21, to apply. thirty-second and thirty-third years of Her Majesty's Reign, chapter twenty-one, shall, with the addition of the words "or clerk" after the words "public officer," be considered as forming part of this Act, and the punishment of the several offences therein. provided shall be the same as hereinbefore mentioned. tion. 21. The words "property" and "valuable security" shall be Interpretainterpreted in the manner provided by the Act last above mentioned. САР. Preamble. Certain persons Provisional CAP. CVII. An Act to incorporate the Imperial Guarantee and Loan Society. [Assented to 14th June, 1872] W 1. C. J. Campbell, Thomas McCrackin, John Fisken, William Incorporated. McGiverin, William H. Howland, John Turner, F. W. Cumber land, John Shedden, G. W. Hawke, A. R. McMaster, W. F. MeMaster, William Thomson, B. Halden, John Moat, H. C. Hammond, J. Morrison, R. J. Dallas, James Michie, R. M. Mills, A. Thornton Todd, J. S. McMurray, A. T. Fulton, J. C Gilmor (who are hereby named Provisional Directors), and all other person or persons, body or bodies politic, who shall, from time to time, be possessed of any share or shares in the undertaking hereby authorized to be carried on, shall be and are hereby constituted a society, and shall be one body politic and corporate by the name of "The Imperial Guarantee and Loan Society;" and by that name shall have perpetual succession and a common seal, with power to break and alter such seal; and by that name may sue or be sued, plead or be impleaded in all courts whatsoever. Corporate name and powers. Head Office 2. The head office of the Society shall be in Toronto; but the and branches. Directors may have a branch office in the City of Montreal, and may have offices and transact business in any part of the Dominion of Canada. Capital and shares. May be inincreased. Stock books to be opened. 3. The capital stock of the Society shall be five hundred thou sand dollars, divided into five thousand shares of one hundred dollars each Provided always that it shall and may be lawful for the said Society to increase its capital stock to a sum not exceeding two million dollars, as a majority of the shareholders, at a general meeting to be expressly convened for that purpose or at a regular annual meeting, shall agree upon. 4. For the purpose of organizing the Society, the Provisional Directors or a majority of them, may cause stock books to be opened, after giving due public notice thereof in which stock books shall shall be recorded the names and subscriptions of such persons as desire to become shareholders in the Society; and such books shall be opened in the City of Toronto and elsewhere at the discretion of the said Provisional Directors, and shall remain open so long as they deem necessary. 5. When and as soon as the said capital stock shall have been First meeting subscribed, and twenty per cent. of the amount so subscribed paid of shareholders in the said Provisional Directors may call a general meeting of shareholders at some place in the City of Toronto,-giving at least four weeks' notice of the time and place for holding such ineeting by publishing the same in the "Canada Gazette" and also in some daily newspaper published in each of the said cities of Toronto and Montreal respectively; at which general meeting the Election of shareholders present or represented by proxy shall elect nine Directors. directors in the manner hereinafter provided, who shall constitute a Board of Directors, and shall hold office until the first Thursday in July in the year following their election. election. 6. The said Directors shall be shareholders residing in Canada, and Directors: they shall be elected-except as above provided at the annual gen- and their eral meeting of shareholders, to be holden in Toronto on the first Thursday in July in each year, or such other day as may be appointed by by-law-not less than four weeks' notice of such meeting being given as provided in the next preceding section; and all elections of Directors shall be held and made by each of the shareholders present or represented by proxy as shall have paid the twenty per cent. above prescribed, and all calls made by the Directors and then due; and all such elections shall be by ballot-and the persons who shall have the greatest number of votes at any such election shall be Directors except as hereinafter directed; and if Ties at electhere is any doubt or difficulty in such election by reason of two tions. or more persons receiving an equal number of votes then there shall be a re-ballot, as between such persons, which re-ballot may be repeated as often as deemed advisable by the meeting; or instead of a re-ballot, the Directors, as to whose election there is no such doubt or difficulty, may, if deemed advisable by the meeting, determine which of the persons having an equal number of votes shall be Director or Directors: and the said Directors, so soon as President and may be after their election, shall proceed in like manner to elect Viceby ballot one of their number to be President and one to be VicePresident. But shareholders not residing within the Dominion of Canada shall be ineligible; and if any Director shall move his domicile out of Canada, or shall be absent from Canada more than six months at one time, without the consent of the Directors, his seat shall thereby become vacant; and if any vacancy shall at any time Vacancies and happen amongst the said Directors by death, resignation, disqualifi- how filled. cation or removal or otherwise during the current year of office, such vacancy shall be filled for the remainder of the year, by the remaining Directors or a majority of them electing in such place or places a shareholder or shareholders eligible for such office: Provided Proviso: that no person shall be eligible to be or continue as Director unless Qualification. he President. |