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CHAPTER 60.

An Ordinance respecting Threshers' Liens.

HE Lieutenant Governor by and with the advice and consent of the Legislative Assembly of the Territories enacts as follows:

entitled to

payment

1. In every case in which any person threshes or causes to Thresher be threshed grain of any kind for another person, at or for a take grain fixed price or rate of remuneration, the person who so threshes to secure the said grain, or causes the same to be threshed, shall have a right to a sufficient quantity of such grain for the purpose of securing payment of the said price or remuneration, if such grain is taken at the time when such threshing is finished [or within [sixty] days thereafter.] C.O., c. 60, s. 1; 1899, c. 11, s. 1; 1901, c. 19, s. 1.

value of grain

2. The quantity of grain which may be so retained shall be Quantity and a sufficient quantity, computed at the market value thereof at to be retained the nearest market, less two and one-half cents per bushel [for each ten miles between the place of threshing and the nearest market] for hauling the same to and delivering the same at the nearest available market, when sold, to pay for the threshing of all grain threshed by the person taking the grain or by his servants or agents for the owner thereof during that same season. C.O., c. 60, s. 2; 1899, c. 11, s. 2.

3. The right to retain and remove such quantity of grain Lien to have shall [if exercised forthwith after the threshing is finished but priority not otherwise,] prevail over all writs of execution against the owner thereof, or chattel mortgages, bills of sale, or conveyances made by him, and over rights of distress for rent reserved upon the land upon which the grain is threshed and the person performing such work of threshing or procuring the same to be done shall be deemed a purchaser for value of the grain which he takes by virtue of this Ordinance. C.O., c. 60, s. 3; 1899, c. 11, s. 3.

[4. Every person who threshes any grain shall from time to Returns to time as he may be required by the commissioner of agricul- department ture send to the department of agriculture such information and returns as may be required from him and in default of his so doing he shall on suminary conviction be liable to a penalty not exceeding $25.] 1899, c. 11, s. 4.

TITLE VIII.

COMPANIES AND KINDRED INSTITUTIONS.

CHAPTER 61.

An Ordinance respecting Companies.

HE Lieutenant Governor by and with the advice and consent of the Legislative Assembly of the Territories enacts as follows:

Short title

Territorial Secretary ex officio Registrar

Interpretation

Company

Court

Judge

Registrar

Prospectus

Prohibition of partnerships exceeding

certain number

PRELIMINARY.

1. This Ordinance may be cited for all purposes as "The Companies Ordinance." 1901, c. 20, s. 1.

2. This Ordinance shall be administered by the Territorial Secretary who shall be ex officio Registrar of Joint Stock Companies. 1901, c. 20, s. 2.

3. In the construction of this Ordinance and of the schedules thereto and of any rules that may be made thereunder if not inconsistent with the context or subject matter:

1. "Company" shall mean a company incorporated under this Ordinance;

2. "Court" shall mean the Supreme Court of the North-West Territories and shall include a judge thereof;

3. "Judge" shall mean a judge of the said Court;

4. "Registrar" shall mean Registrar of Joint Stock Companies; and the expression "Registrar" or "Registrar of Joint Stock Companies" shall include the assistant or acting assistant Territorial Secretary and any person appointed by the Territorial Secretary as registrar of joint stock companies and his deputy and any one acting for him;

5. "Prospectus" means any prospectus, notice, circular, advertisement or other invitation offering to the public for subscription or purchase any shares, stock or debentures of a company. 1901, c. 20, s. 3.

4. No company, association or partnership consisting of more than twenty persons shall hereafter be formed for the purpose of carrying on any business to which the authority of the Legislative Assembly extends that has for its object the acquisition of gain by the company, association or partnership

or by the individual members thereof unless it is registered as a company under this Ordinance or is formed in pursuance of some other Ordinance of the Legislative Assembly. 1901, c. 20, s. 4.

PART I-CONSTITUTION, INCORPORATION AND REGISTRATION.

Memorandum of Association.

forming

5. Any three or more persons associated for any lawful Mode of purpose to which the authority of the Legislative Assembly company extends may by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Ordinance in respect of registration form an incorporated company with or without limited liability. 1901, c. 20, s. 5.

limiting liability

6. The liability of the members of a company formed under Mode of this Ordinance may according to the memorandum of association be limited either to the amount (if any) unpaid on the shares respectively held by them or to such amount as the members may respectively undertake by the memorandum of association to contribute to the assets of the company in the event of its being wound up. 1901, c. 20, s. 6.

of association

limited by

7. Where a company is formed on the principle of having Memorandum the liability of its members limited to the amount unpaid on of a company their shares (hereinafter referred to as a company limited by shares shares) the memorandum of association shall contain the following things, that is to say:

(a) The name of the proposed company with the addition of the word "Limited" as the last word in such name; (b) The objects for which the proposed company is to be established;

(c) The place in the Territories in which the registered office of the company is proposed to be situated;

(d) The time of the existence of the proposed company if it is intended to secure incorporation for a fixed period;

(e) A declaration that the liability of the members is limited;

(f) The amount of capital with which the company proposes to be registered divided into shares of a certain fixed amount;

subject to the following regulations:

(a) That no subscriber shall take less than one share;

(b) That each subscriber of the memorandum of association shall write opposite to his name the number of shares he takes;

Memorandum of association of a company limited by guarantee

Memorandum

of association

(c) That each subscriber of the memorandum of association shall be the bona fide holder in his own right of the share or shares for which he has subscribed in the memorandum of association. 1901, c. 20, s. 7.

8. Where a company is formed on the principle of having the liability of its members limited to such amount as the members respectively undertake to contribute to the assets of the company in the event of the same being wound up (hereinafter referred to as a company limited by guarantee) the memorandum of association shall contain the following things, that is to say:

(a) The name of the proposed company with the addition of the words "Limited by Guarantee" as the last words in such name;

(b) The objects for which the proposed company is to be established;

(c) The place in the Territories in which the registered office of the companý is proposed to be situated;

(d) A declaration that each member undertakes to contribute to the assets of the company in the event of the same being wound up during the time that he is a member or within one year afterwards for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member and of the costs, charges and expenses of winding up the company and for the adjustment of the rights of the contributories amongst themselves such amount as may be required not exceeding a specified amount. 1901, c. 20, s. 8.

9. Where a company is formed on the principle of having of an unlimited no limit placed on the liability of its members (hereinafter referred to as an unlimited company) the memorandum of ́ association shall contain the following things, that is to say:

company

Signature and effect of

(a) The name of the proposed company;

(b) The objects for which the proposed company is to be established;

(c) The place in the Territories in which the registered office of the company is proposed to be situated. 1901, c. 20, s. 9.

10. The memorandum of association shall be signed by each memorandum subscriber in the presence of and be attested by one witness at the least; and it shall when registered bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto and there were in the memorandum contained on the part of himself, his

heirs, executors and administrators a covenant to observe all the conditions of such memorandum subject to the provisions of this Ordinance. 1901, c. 20, s. 10.

Articles of Association.

be prescribed

association

11. The memorandum of association may in case of a com- Regulations to pany limited by shares and shall in the case of a company by articles of limited by guarantee or unlimited be accompanied when registered by articles of association signed by the subscribers to the memorandum of association and prescribing such regulations for the company as the subscribers to the memorandum of association deem expedient. The articles shall be expressed in separate paragraphs numbered arithmetically; they may adopt all or any of the provisions contained in the table marked A in the first schedule hereto; they shall in the case of a company (whether limited by guarantee or unlimited) that has a capital divided into shares state the amount of capital with which the company proposes to be registered; and in the case of a company (whether limited by guarantee or unlimited) that has not a capital divided into shares state the number of members with which the company proposes to be registered for the purpose of enabling the registrar to determine the fees payable on registration. In a company limited by guarantee or unlimited and having a capital divided into shares, each subscriber shall take one share at the least and shall write opposite to his name in the memorandum of association the number of shares he takes. 1901, c. 20, s. 11.

of table

12. In the case of a company limited by shares if the memo- Application randum is not accompanied by articles of association or in so far as the articles do not exclude or modify the regulations contained in the table marked A in the first schedule hereto the last mentioned regulations shall so far as the same are applicable be deemed to be the regulations of the company in the same manner and to the same extent as if they had. been inserted in articles of association and the articles had been duly registered. 1901, c. 20, s. 12.

effect of articles

13. The articles of association shall be signed by each sub- Signature and scriber in the presence of and be attested by one witness at of association least. When registered they shall bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto and there were in such articles contained a covenant on the part of himself, his heirs, executors and administra ors to onform to all the regulations contained in such articles subject to the provisions of this Ordinance; and all moneys payable by any member of the company in pursuance of the conditions and regulations

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