ceedings had to have been duly passed and had and all appointments of directors, managers or liquidators shall be deemed to be valid; and all acts done by such directors, managers or liquidators shall be valid notwithstanding any defect that may afterwards be discovered in their appointments or qualifications. 1901, c. 20, 3. 134. pany to give costs in certain 135. Where a company under this Ordinance is plaintiff in Plaintiff comany action, suit or other legal proceeding any judge having security for jurisdiction in the matter may if it appears by any credible cases testimony that there is reason to believe that if the defendant be successful in his defence the assets of the company will be insufficient to pay his costs require sufficient security to be given for such costs and may stay all proceedings until such Becurity is given. 1901, c. 20, s. 135. action against 136. In any action or suit brought by a company under Declaration in this Ordinance against any member to recover any call or member other moneys due from such member in his character of member it shall not be necessary to set forth the special matter but it shall be sufficient to allege that the defendant is a member of the company and is indebted to the company in respect of a call made or other moneys due whereby a right of action or suit hath accrued to the company. 1901, c. 20, s. 136. False Statement. false statement 137. If any person in any return, report, certificate, bal- Penalty for ence sheet or other document required by or for the purposes of this Ordinance wilfully makes a statement false in any material particular knowing it to be false he shall be liable on summary conviction to a penalty not exceeding $500 or to imprisonment for a term not exceeding four months or to both fine and imprisonment. 1901, c. 20, s. 137. Arbitration. refer matters 188. Any company under this Ordinance may from time Power to to time by writing under its common seal agree to refer and companies to may refer to arbitration in accordance with The Arbitration to arbitration Ordinance any existing or future difference, question or other matter whatsoever in dispute between itself and any other company or person; and the parties to the arbitration may delegate to the person or persons to whom the reference is made power to settle any terms or to determine any matter capable of being lawfully settled or determined by the companies themselves or by the directors or other managing body of such companies. 1901, c. 20, s. 138. Application of Ordinance Lieutenant Governor in Council may alter forms in schedule Existing companies may register Procedure for registration of existing company 139. All the provisions of The Arbitration Ordinance shall be deemed to apply to arbitrations between companies and persons in pursuance of this Ordinance. 1901, c. 20, s. 139. 140. The forms set forth in the second schedule hereto or forms as near thereto as circumstances admit shall be used in all matter to which such forms refer. (2) The Lieutenant Governor in Council may from time to time make such alterations in the forms in the second schedule or make such additions to the said forms as may be requisite. (3) Any alteration or any form when altered shall be published in the gazette; and upon such publication being made such alteration or such form shall have the same force as if it were included in the schedule to this Ordinance and shall be substituted in or for the form it alters. 1901, c. 20, 8. 140. PART IV.-APPLICATION TO EXISTING COMPANIES. 141. Any company heretofore incorporated by any special Ordinance of the Territories or by letters patent under the provisions of any Ordinance of the Territories may register itself under this Ordinance as a company limited by shares. 1901, c. 20, s. 141. 142. The procedure for registering any existing company shall be as follows: 1. If it is not desired to make any alteration in the name, objects or capital of the company nor to provide for a new allotment of shares the directors may apply to the registrar to have the company registered; 2. If the directors should desire to change the name of the company or to extend its objects or to increase or reduce its capital or to provide for a new allotment of shares they shall call a meeting of the shareholders of the company by sending to each shareholder through the post in a prepaid letter addressed to him at his registered place of abode seven days' notice at the least specifying the place, the day and the hour of meeting and containing a copy of the resolution to be submitted to such meeting and such resolution shall contain particulars of the proposed alterations; 3. In case it shall be resolved by a vote of not less than two-thirds in value of the shareholders present in person or by proxy at such meeting that the company be registered under this Ordinance in manner specified the directors shall apply to the registrar to have the company so registered. 1901, c. 20, s. 142. for registration 148. When an existing company applies for registration Application under this Ordinance there shall be delivered to the registrar by existing the following documents duly verified: 1. A list showing the names, addresses and occupations of all persons who on a day named on such list and not being more than ten clear days before the day of registration were members of such company with the addition of the shares held by such persons respectively distinguishing in cases where such shares are numbered each share by its number; 2. The names of the directors of such company: 3. A copy of any letters patent, certificate or other instrument constituting or regulating the company or if incorporated by a special Ordinance a reference to such Ordinance and any amendments thereto; 4. A statement verifying the following particulars, that is to say: (a) The nominal capital of the company and the number of shares into which it is divided; (b) The number of shares taken and the amount paid on each share; (c) The name of the company with the addition of the word "Limited" as the last word thereof; 5. A memorandum of association or a statement that the letters patent or special Ordinance of incorporation as the case may be shall be treated as a memorandum of association and articles of association if desired executed in the same manner and containing the same particulars as are necessary upon the first registration of a company; 6. A copy of the resolution if any passed at the meeting of the company referred to in the preceding section. 1901, c. 20, s. 143. company existing com objects of upon regis- 144. Where an existing company applies for registration as Power to aforesaid the memorandum of association shall conform with pany to vary the terms of the resolution of the company; and may if 80 company, etc., authorized extend, vary or limit the powers and objects of the old company; and the certificate of registration may be issued to the new company by the name of the old company or by any other name in which the last word shall be "Limited." (2) Where an existing company applies for registration as aforesaid the capital of the company may be increased or decreased to any amount which may be fixed by the resolution of the company authorizing such resolution. (3) The said resolution may prescribe the manner in which the shares or stock in the new company are to be allotted; and 1 1 Certificate of registration of existing company Certificate of incorporation to be conclusive evidence Transfer of property to company Registration not to affect obligation previously incurred Continuation of existing actions in default of its so doing the control of the allotment shall vest absolutely in the directors of the new company. (4) Whenever the registrar considers that public notice of an intended application as aforesaid should be given he may require such notice to be published in the gazette or otherwise as he thinks proper. (5) The registrar may further require evidence of the existence of a company applying for registration as aforesaid. 1901, c. 20, s. 144. 145. Upon compliance by an existing company with the aforesaid requirements the registrar shall certify under his hand that the company so applying for registration is incorporated as a company under this Ordinance and that it is limited; and thereupon such company shall be incorporated and shall have perpetual succession and a common seal with power to hold lands. 1901, c. 20, s. 145. 146. A certificate of incorporation given at any time to any company registered in pursuance of this part of this Ordinance shall be conclusive evidence that all the requirements herein contained in respect of registration under this Ordinance have been complied with; and that the company is authorized to be registered under this Ordinance as a limited company; and the date of incorporation mentioned in such certificate shall be deemed to be the date at which the company is incorporated under this Ordinance. 1901, c. 20, s. 146. 147. All such property real and personal including all interests and rights in, to and out of property real and personal and including obligations and things in action as may belong to or be vested in the company at the date of its registration under this Ordinance shall on registration pass to and vest in the company as incorporated under this Ordinance for all the estate and interest of the company therein. 1901, c. 20. s. 147. 148. The registration in pursuance of this part of this Ordinance of any company shall not affect or prejudice the liability of such company to have enforced against it or its right to enforce any debt or obligation incurred or any contract entered into, by, to, with or on behalf of such company previous to such registration. 1901, c. 20, s. 148. 149. All such actions and other legal proceedings as may at the time of the registration of any company registered in pursuance of this part of this Ordinance have been commenced by or against such company or any officer or member thereof may be continued in the same manner as if such registration had not taken place; nevertheless execution shall not issue against the effects of any individual member of such company upon any judgment, decree or order obtained in any action, suit or proceeding so commenced as aforesaid; but in the event of the property and effects of the company being insufficient to satisfy such judgment, decree or order an order may be obtained for winding up the company. 1901, c. 20, $ 149. Repeal. 150. Chapter 61 of The Consolidated Ordinances 1898 Repeal intituled An Ordinance respecting the Incorporation of Joint Stock Companies, chapter 62 of The Consolidated Ordinances 1898 intituled An Ordinance to authorize the changing of the names of Incorporated Companies and chapter 64 of The Consolidated Ordinances 1898 intituled An Ordinance respecting Mining Companies, chapter 12 of the Ordinances of 1899 and chapter 17 of the Ordinances of 1900 amending chapter 61 of The Consolidated Ordinances 1898 and chapter 19 of the Ordinances of 1900 amending chapter 64 of The Consolidated Ordinances 1898 are hereby repealed: Provided that such repeal shall not affect (a) Anything duly done under any of the said repealed (b) The corporate existence of any company incorporated (c) Any right or privilege acquired or liability incurred. (d) Any conveyance, transfer, mortgage, deed or other registration 151. Every company incorporated under the said Ordi Compulsory nances hereby repealed or under any general Ordinance of the Territories relating to the incorporation of joint stock companies shall register itself as a company under this Ordinance on or before the first day of July, 1902. (2) No fees shall be charged in respect of the registration of any company required to register by this section except in respect of increase of capital. 1901, c. 20, s. 151. company not 152. If any company required by the preceding section to Penalty for register under this Ordinance makes default in complying registering with the provisions thereof then from and after the date upon which such company is required to register under this Ordinance until the day on which such company is registered under this Ordinance which it is empowered to do at any time the following consequences shall ensue, that is to say: (a) The company shall be incapable of suing but shall |