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per centum per annum, upon the amount of any unpaid call, from the day appointed for payment of such call.

least, to be

18. Not less than ten per centum upon the allotted stock of the Calls of Ten Company shall by means of one or more calls, be called in and per cent. at made payable within one year from the incorporation of the made annually Company; and for every year thereafter, at least a further ten until paid in per centum shall in like manner be called in and made payable, until the whole shall have been so called in.

full.

calls, enforce

19. The Company may enforce payment of all calls and interest Payment of thereon, by action in any competent Court; and in such action it ment of by shall not be necessary to set forth the special matter, but it shall action. be sufficient to declare that the defendant is a holder of one share or more, stating the number of shares and is indebted in the sum of money to which the calls in arrear amount, in respect of one call or more upon one share or more, stating the number of calls and the amount of each, whereby an action hath accrued to the Company under this Act; and a certificate under their seal, and purporting to be signed by any Officer of the Company, to the effect that the defendant is a Shareholder, that such call or calls has or have been made, and that so much is due by him and unpaid thereon, shall be received in all Courts of Law and Equity as prima facie evidence to that effect.

feiture of

20. If, after such demand or notice as by the Special Act or By- or by forlaws of the Company may be prescribed, any call made upon any shares. share or shares be not paid within such time as by such Special Act or By-laws may be limited in that behalf, the Directors, in their discretion, by vote to that effect, reciting the facts, and duly recorded in their minutes, may summarily forfeit any shares whereon such payment is not made; and the same shall thereupon become the property of the Company, and may be disposed of as by By-laws or otherwise they shall ordain.

21. No share shall be transferable, until all previous calls Restriction as thereon have been fully paid in, or until declared forfeited for to transfer. non-payment of calls thereon.

22. No Shareholder being in arrear in respect of any call, shall Shareholders be entitled to vote at any meeting of the Company.

in arrears.

23. The Company shall cause a book or books to be kept by Stock Book to the Secretary, or by some other Officer especially charged with be kept: its that duty, wherein shall be kept recorded

1. The names, alphabetically arranged, of all persons who are or have been Shareholders;

2. The address and calling of every such person, while such Shareholder;

contents.

Powers and liability of

Directors as

cases.

3. The number of shares of stock held by each Shareholder;

4. The amounts paid in, and remaining unpaid, respectively, on the stock of each Shareholder;

5. All transfers of stock, in their order as presented to the Company for entry, with the date and other particulars of each transfer, and the date of the entry thereof; and

6. The names, addresses, and calling, of all persons who are or have been Directors of the Company, with the several dates at which each became or ceased to be such Director.

24. The Directors may refuse or allow the entry into any such book, of any transfer of stock whereof the whole amount regards trans- has not been paid in; and whenever entry is made into such fers in certain book, of any transfer of stock not fully paid in, to a person not being of apparently sufficient means, the Directors, jointly and severally, shall be liable to the creditors of the Company, in the same manner and to the same extent as the transferring Shareholder, but for such entry, would have been; but if any Director present when such entry is allowed do forthwith, or if any Director then absent, do within twenty-four hours after he shall have become aware thereof and able so to do, enter on the minute book of the Board of Directors, his protest against the same, and do within eight days thereafter publish such protest in at least one newspaper published at, or as near as may be possible to the place in which the office or chief place of business of the Company is situated, such Director may thereby, and not otherwise, exonerate himself from such liability.

Transfers valid only

after entry.

Stock-book to be open for, inspection.

Books to be prima facie evidence.

Penalty for

25. No transfer of stock unless made by sale under execution, shall be valid for any purpose whatever, save only as exhibiting the rights of the parties thereto towards each other, and as rendering the transferee liable ad interim jointly and severally with the transferrer, to the Company and their creditors, until the entry thereof has been duly made in such book or books.

26. Such books shall, during reasonable business hours of every day, except Sundays and holidays, be kept open for the inspection of Shareholders and creditors of the Company, and their personal representatives, at the office or chief place of business of the Company; and every such Shareholder, creditor or representative may make extracts therefrom.

27. Such books shall be prima facie evidence of all facts purporting to be thereby stated, in any suit or proceeding against the Company or against any Shareholder.

28. Every Director, officer or servant of the Company, who false entries. knowingly makes or assists to make any untrue entry in any such book, or who refuses or neglects to make any proper entry

therein!

therein, or to exhibit the same, or to allow the same to be inspected and extracts to be taken therefrom, is guilty of a misdemeanor, and being convicted thereof, shall be punished accordingly.

29. Every Company neglecting to keep such book or books Neglect to open for inspection as aforesaid, shall forfeit its corporate rights. keep books

open.

pect of trusts,

30. The Company shall not be bound to see to the execution Company not of any trust, whether express, implied or constructive, in respect liable in resof any share; and the receipt of the Shareholder in whose name &c. the same may stand in the books of the Company, shall be a valid and binding discharge to the Company for any dividend or money payable in respect of such share, and whether or not notice of such trust shall have been given to the Company; and the Company shall not be bound to see to the application of the money paid upon such receipt.

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on company.

31. Every contract, agreement, engagement or bargain made, Contracts, &c., and every bill of exchange drawn, accepted or endorsed, and every when binding promissory note and cheque made, drawn or endorsed on behalf of the Company, by any agent, officer or servant of the Company, in general accordance with his powers as such under the By-laws of the Company shall be binding upon the Company; and in no case shall it be necessary to have the seal of the Company affixed to any such contract, agreement, engagement, bargain, bill of exchange, promissory note or cheque, or to prove that the same was made, drawn, accepted or endorsed, as the case may be, in pursuance of any By-law, or special vote or order; nor Non-liability shall the party so acting as agent, officer or servant of the Com- of their serpany, be thereby subjected individually to any liability whatsoever to any third party, therefor; provided always, that nothing Proviso. in this Act shall be construed to authorize the Company to issue any note payable to the bearer thereof, or any promissory note intended to be circulated as money, or as the note of a Bank, or to engage in the business of banking or insurance,

vants.

to purchase

32. No Company shall use any of its funds in the purchase of Company not stock in any other Corporation, unless in so far as such purchase stock in other may be specially authorized by the Special Act, and also by the corporations. Act creating such other Corporation.

shareholders.

33. Each Shareholder, until the whole amount of his stock has Liability of been paid up, shall be individually liable to the creditors of the Company, to an amount equal to that not paid up thereon; but shall not be liable to an action therefor by any creditor, before an execution against the Company has been returned unsatisfied in whole or in part; and the amount due on such execution shall be the amount recoverable with costs, against such Shareholders.

amount of

34. The Shareholders of the Company shall not as such be Limited to held responsible for any act, default or liability whatsoever, of stock.

Trustees, &c.,

liable.

the Company or for any engagement, claim, payment, loss, injury, transaction, matter or thing whatsoever, relating to or connected with the Company, beyond the amount of their respective shares in the capital stock thereof.

35. No person holding Stock in the Company as an executor, not personally administrator, tutor, curator, guardian or trustee, shall be personally subject to liability as a Shareholder, but the estates and funds in the hands of such person, shall be liable in like manner, and to the same extent, as the testator or intestate, or the minor, ward or interdicted person, or the person interested in such trust fund, would be, if living and competent to act, and holding such stock in his own name; and no person holding such stock as collateral security, shall be personally subject to such liability, but the person pledging such stock shall be considered as holding the same, and shall be liable as a Shareholder accordingly.

Trustees, &c., may vote as shareholders.

Liability of

declaring any

36. Every such executor, administrator, tutor, curator, guardian or trustee, shall represent the stock in his hands, at all meetings of the Company, and may vote accordingly as a Shareholder; and every person who pledges his stock may nevertheless represent the same at all such meetings, and may vote accordingly as a Shareholder.

37. If the Directors of the Company declare and pay any Directors dividend when the Company is insolvent, or any dividend the dividend when payment of which renders the Company insolvent, or diminishes the Company the capital stock thereof, they shall be jointly and severally

is insolvent.

avoided.

liable, as well to the Company as to the individual Shareholders and creditors thereof, for all the debts of the Company then existing, and for all thereafter contracted during their continuance How it may be in office, respectively; but if any Director present when such dividend is declared do forthwith, or if any Director then absent do within twenty-four hours after he shall have become aware thereof and able so to do, enter on the minutes of the Board of Directors his protest against the same, and within eight days thereafter publish such protest in at least one newspaper published at, or as near as may be possible to the place in which the office or chief place of business of the Company is situated, such Director may thereby, and not otherwise, exonerate himself from such liability.

No loans by

Company to
Shareholders.

Directors liable.

38. No Loan shall be made by the Company to any Shareholder, and if such be made, all Directors and other officers of the Company making the same, or in anywise assenting thereto, shall be jointly and severally liable to the Company for the amount of such loan, and also to third parties, to the extent of such loan, with legal interest, for all debts of the Company contracted from the time of the making of such loan to that of the repayment thereof.

must be so

39. The Directors of the Company shall be jointly and sever- Contracts ally liable upon any and every written contract or undertaking made as to of the Company on the face whereof the word "Limited" or the show limited words "Limited Liability" are not distinctly written or printed liability. after the name of the Company where first occurring in such Contractor's undertaking.

Directors for

wages, &c.

Proviso.

40. The Directors of the Company shall be jointly and sever- Liability of ally liable to the laborers, servants and apprentices thereof, for all debts, not exceeding one year's wages, due for service performed for the Company whilst they are such Directors respectively; but no Director shall be liable to an action therefor, unless the Company has been sued therefor within one year after the debt became due, nor yet unless such Director is sued therefor within one year from the time when he ceased to be such Director, nor yet before an execution against the Company has been returned unsatisfied in whole or in part; and the amount due on such execution shall be the amount recoverable with costs against the Directors.

upon

41. Service of all manner of summons or writ whatever the Company, may be made by leaving a copy thereof at the office or chief place of business of the Company, with any grown person in charge thereof, or elsewhere with the President or Secretary thereof; or if the Company have no known office or chief place of business, and have no known President or Secretary, then, upon return to that effect duly made, the Court shall order such publication as it may deem requisite to be made in the premises, for at least one month, in at least one newspaper; and such publication shall be held to be due service upon the Company.

Service of

process on Company.

between Com

pany and

42. Any description of Action may be prosecuted and main- Actions tained between the Company and any Shareholder thereof; and no Shareholder, not being himself a party to such suit shall be Shareholders. incompetent as a witness therein.

43. The Company shall be subject to such further and other Future legisprovisions as Parliament may hereafter deem expedient.

lation.

44. The Company shall be subject to the provisions of any Winding up general Act of this or any future session, for the winding up of Acts to apply. Joint Stock Companies.

CAP. XIII.

An Act respecting Joint Stock Companies incorporated by

Letters Patent.

[Assented to 22nd June, 1869.]

ER Majesty, by and with the advice and consent of the Preamble,
Senate and House of Commons of Canada, enacts as follows:

HE

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