change be the legal domicile of the company in the Territories and Notice of notice of the situation of such office and of any change thereof shall be published in the official gazette of the Territories; and offices and the company may establish such other offices and agencies else- agencies where in the said Territories as it deems expedient. R.O. c. 30, s. 69. cation of 69. Any summons, notice, order or proceeding requiring Authenti authentication by the company may be signed by any director, proceedings manager or authorised officer of the company and need not be under the seal of the company. R.O. c. 30, s. 70. shareholders 70. Notices to be served by the company upon the share- Service on holders may be served either personally or by sending them through the post in registered letters addressed to the shareholders at their places of abode as they appear in the books of the company. R.O. c. 30, s. 71. service 71. A notice or other document served by post by the com- Proof of pany on a shareholder shall be held to be served at the 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. R.O. c. 30, s. 72. of by laws 72. A copy of any bylaw of the company under its seal Evidence 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 bylaw in all courts in the Territories. R.O. c. 30, s. 73. between 73. Any description of action may be prosecuted and main- Actions tained between the company and any shareholder thereof; and shareholders no shareholder shall by reason of being a shareholder be in- and company competent as a witness therein. R.O. c. 30, s. 74. proceedings 14. In any action or other legal proceeding it shall not be Allegations requisite to set forth the mode of incorporation of the com- in legal pany otherwise than by mention of it under its corporate name as incorporated by virtue of letters patent or by letters patent and supplementary letters patent as the case may be under this Ordinance; and the notice in the official gazette of Evidence of the Territories of the issue of such letters patent or supple-incorporation. mentary 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 under the seal of the Territories the fact of such notice shall be presumed; and except in any proceeding for the purpose of rescinding or annulling the same the letters patent or supplementary letters patent or any exemplification or copy thereof under the seal of the Territories shall be conclusive proof of every matter and thing therein set forth. R.O. c. 30, s. 75. Agencies outside Territories Dividends Special meeting at call of GENERAL PROVISIONS. 75. The company may have an agency or agencies in any city or town outside the Territories. R.O. c. 30, s. 76. 76. No dividend shall be declared which will impair the capital of the company. R.O. c. 30, s. 77. 77. Shareholders who hold one-fourth part in value of the subscribed stock of the company may at any time call a special shareholders meeting thereof for the transaction of any business specified in such written requisition and notice as they make and issue to that effect. R.O. c. 30, s. 78. Deeds by attorney of company Contracts. bills of exchange, etc., for company by its officers Proviso Proof by 78. Every deed which any person lawfully empowered in that behalf by the company as its attorney signs on behalf of the company and seals with his seal shall be binding on the company and shall the same effect as if it was under the seal of the company. R.O. c. 30, s. 79. 79. Every contract, agreement, engagement or bargain made and every bill of exchange drawn, accepted or indorsed and every promissory note and cheque made, drawn or indorsed on behalf of the company by any agent, officer or servant of the company in general accordance with his powers as such under the bylaws 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 indorsed as the case may be in pursuance of any bylaw or special vote or order; and the person so acting as agent, officer or servant of the company shall not be thereby subjected individually to any liability whatsoever to any third person therefor: Provided always that nothing in this Ordinance shall be construed to authorise 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. R.O. c. 30, s. 80. 80. Proof of any matter which is necessary to be made affidavit, etc. under this Ordinance 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 within the Territories or in any of the Provinces of Canada or any officer authorised to administer oaths or affidavits to be used in the Supreme Court of the Territories. R.O. c. 30, s. 81; No. 38 of 1897, s. 34 (13). Use of corporate name of company "limited" to be appended 81. The company shall keep painted cr affixed its name, with the word “limited" after the name, on the outside of every office or place in which the business of the company is carried on in a conspicuous position in letters easily legible and shall have its name with the said word after it engraved on its seal and shall have its name with the said word after it mentioned in legible characters in all notices, advertisements and other official publications of the company and in all bills of exchange, promissory notes, indorsements, cheques and orders for money or goods purporting to be signed by or on behalf of such company and in all bills of parcels, invoices and receipts of the company. (2) Every company which does not keep painted or affixed Penalties its name with the word "limited" after it in manner directed by this Ordinance shall incur a penalty of $20 for every day during which the same is not so kept painted or affixed. (3) Every director and manager of the company who knowingly and wilfully authorises or permits such default shall be liable to the like penalty. (4) Every director, manager or officer of the company and every person on its behalf who uses or authorises the use of any seal purporting to be a seal of the company whereon its name with the word "limited" after it is not so engraven as aforesaid or who issues or authorises the issue of any notice, advertisement or other official publication of such company or who signs or authorises to be signed on behalf of such company any bill of exchange, promissory note, indorsement, cheque, order for money or goods or who issues or authorizes to be issued any bill of parcels, invoice or receipt of the company wherein its name with the said word after it is not mentioned in manner aforesaid shall incur a penalty of $200 and shall also be personally liable to the holder of any such bill of exchange, promissory note, cheque or order for money or goods for the amount thereof, unless the same is duly paid by the company. R.O. c. 30, s. 83. and notices 82. Every prospectus of the company and every notice in- Prospectuses viting persons to subscribe for shares in the company shall Contents specify the dates and the names of the persons to any contract entered into by the company or the promoters, directors or trustees thereof before the issue of such prospectus or notice whether subject to adoption by the directors of the company or otherwise and every prospectus or notice which does Fraudulent not specify the same shall with respect to any person who takes shares in the company on the faith of such prospectus or notice and who has not had notice of such contract, be deemed fraudulent on the part of the promoters, directors and officers of the company who knowingly issue such prospectus or notice. R.O. c. 30, s. 84. prospectuses bound by shares 83. The company shall not be bound to see to the execution Company not of any trust whether express, implied or constructive in re- trusts spect to any share; and the receipt of the shareholder in whose affecting name the same stands 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 has been given to the company; and the company shall not be bound to see to the application of the money paid upon such receipt. R.O. c. 30, s. 85. Indemnity to directors Forfeiture of charter by non-user Directors' statements to shareholders Fees to be paid before patent issued Provisions water, etc.. companies 84. Every director of the company and his heirs, executors and administrators, and estate and effects, respectively, may with the consent of the company given at any general meeting thereof from time to time and at all times be indemnified and saved harmless out of the funds of the company from and against all costs, charges and expenses whatsoever which he or they sustain or incur in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or them for or in respect of any act, deed, matter or thing whatsoever made done or permitted by him or them in or about the execution of the duties of his office; and also from and against all other costs, charges and expenses which he or they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or their own wilful neglect or default. R.O. c. 30, s. 86. 85. The charter of the company shall be forfeited by nonuser during three consecutive years or if the company does not go into actual operation within three years after it is grantted. R.O. c. 30, s. 87; No. 38 of 1897, s. 34 (14). 86. The directors of every company shall lay before its shareholders 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. R.O. c. 30, s. 88. 87. No steps shall be taken by the Lieutenant Govenor towards the issue of any letters patent or supplementary letters patent under this Ordinance until after all fees therefor are duly paid. R.O. c. 30, s. 89. SPECIAL CLAUSES FOR WATER, GAS, ELECTRIC AND TELEPHONE 88. In addition to the general provisions of this Ordinance regarding gas, the provisions contained in the nineteen sections next following shall apply to gas and water companies and companies for supplying electricity for purposes of light, heat or power or of operating a system of telephones and to them only and such companies are hereinafter referred to respectively as gas, water, electric and telephone companies. R.O. c. 30, s. 90; No. 17 of 1891-92, s. 1. Erection of works Municipal contract 89. Gas, water, electric, or telephone companies incorporated under this Ordinance shall respectively have full power to construct, maintain, complete and operate works and apparatus for the production, sale and distribution of gas, water, or electricity for the purpose of light, heat or power or of operating a system of telephones as the case may be and may construct and operate the same by any means through, under, along or over streets, highways, and public places; but subject always to such agreement in respect thereof as shall be made between the company and the municipal corporation within whose jurisdiction the same are situate and be ratified by a bylaw of the council of such municipality; and such municipality may by agreement ratified as aforesaid contract with any such company for the purchase of water, gas or electricity and for the purchase or renting of any apparatus connected with the production, sale or distribution thereof for any number of years not in the first instance exceeding ten years and renew any such contract from time to time for such period not exceeding ten years as such council may desire; and any such munici- Exemption pality may by bylaw if it shall see fit so to do grant to any such company but only within the limits of time above mentioned exemption from taxation and the exclusive privilege of sup- Exclusive plying water, gas or electricity for any of the purposes aforesaid within the limits of the municipal corporation. No. 17 of 1891-92, s. 2. from taxation privileges companies 90. Every company may sell and dispose of gas meters and Powers of gas, water and electricity fittings of every description for the use of private and public houses or for any establishment, company or corporation whatsoever as well as coke, coal, tar, and all and every the products of their works, refuse or residuum arising or to be obtained from the materials used or necessary for the manufacture of gas or electricity; and every company may let out to hire gas meters and gas, water and electricity fittings of every kind and description at such rate and rents as may be agreed upon between the consumers and tenants and such company. R.O. c. 30, s. 93; No. 17 of 1891-92, s. 4. and wires on streets 91. Any such company may break up, dig and trench and Laying mains use so much and so many of the streets, squares, highways, lanes and public places of the municipality for supplying which with gas, water or electricity or either of them the company has been incorporated as are necessary for laying the mains and pipes to conduct the gas or water or for placing the wires and connections to conduct the electricity from the works of the company to the consumers or users thereof doing no unnecessary damage in the premises and taking care as far as may be to preserve a free and uninterrupted passage through the said streets, squares, highways, lanes and public places while the works are in progress. R.O. c. 30, s. 94; No. 17 of 1891-92, s. 4. rights 92. When any such company has laid down mains, pipes, Company's wires or conductors for the supply of gas, water or electricity regarding through any of the streets, squares, or public places of mains and any pipes municipality no other person or persons, bodies politic or corporate shall without the consent of such company first had and obtained nor otherwise than on payment to such company of such compensation as may be agreed upon lay down any pipe. wire or conductor for the supply of gas, water or electricity within six feet of such company's main pipes, wires or conductors or if it be impracticable to cut drains for such other main pipes, wires or conductors at a greater distance then as nearly six feet as the circumstances of the case will admit. R.O. c. 30. s. 95; No. 17 of 1891-92, s 4. |