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CHAPTER 62.

An Ordinance to Authorise the Changing of the

Names of Incorporated Companies.

HE Lieutenant Governor by and with the advice and con

as follows:

1. When any incorporated company within the legislative Lieut. Gov. in authority of the Legislative Assembly of the Territories Council may whether incorporated under a special or a general Ordinance of company is desirous of changing its name the Lieutenant Governor in Council upon being satisfied that the company is in a solvent condition, that the change desired is not for any improper purpose and is not otherwise objectionable and that the notice hereafter provided for has been duly given may by Order in Council change the name of the company to some other name set forth in the said Order. No. 31 of 1897, s. 1.

to

2. The company shall give by notice published in two con- Publication secutive issues of The North-West Territories Gazette and in application two insertions of some other newspaper published in or near change name the locality in which the operations of the company are carried on during the time within which such notice is appearing in the said gazette, notice of the intention to apply for the change name and shall state the name proposed to be adopted. No. 31 of 1897, s. 2.

3. In case the proposed new name is considered objection- Lieut. Gov. in able the Lieutenant Governor in Council may if he thinks fit change change the name of the company to some other unobjectionable proposed name name without requiring any further notice to be given. No. 31 of 1897, s. 3.

Council may

4. Such change shall be conclusively established by the Notice in insertion in The North-West Territories Gazette of a notice gazette proof thereof by the Territorial secretary for which a fee of 85 shali of name be payable to the Queen's Printer. No. 31 of 1897, s. 4.

of change

etc., affected

5. No contract or engagement entered into by or with the No contract, company and no liability incurred by it shall be affected by the changed the change of name; and all suits commenced by or against the company prior to the change of name may be proceeded with against or by the company under its former name. No. 31 of 1897, s. 5.

CHAPTER 63.

An Ordinance respecting Foreign Corporations.

THE Lieutenant Governor by and with the advice and con

sent of the Legislative Assembly of the Territories enacts as follows:

THE

SHORT TITLE.

Short title

1. This Ordinance may be cited as “ The Foreign Companies Ordinance." No. 32 of 1897, s. 1.

FOREIGN COMPANIES, LICENSES, STATEMENTS, ETC.

Certain

secretary

Power of attorney

Corporations 2. Any company, institution or corporation incorporated license before otherwise than by or under the authority of an Ordinance of doing business the Territories or an Act of the Parliament of Canada desiring

to carry on any of its business within the Territories may (through the Territorial secretary) petition the Lieutenant Governor in Council for a license so to do and the Lieutenant Governor in Council may thereupon authorise such company, institution or corporation to use, exercise or enjoy any powers, privileges and rights set forth in the said license.

(2) No such license shall be issued until such company, inbe filed with stitution or corporation has deposited in the office of the TerriTerritorial

torial secretary a true copy of the Act, charter or other instrument incorporating the company, institution or corporation veritied in the manner which may be satisfactory to the Lieutenant Governor in Council together with a duly executed power of attorney empowering some person therein named and residing in the Territories to act as its attorney and to sue and be suel, plead or be impleaded in any court and generally on behalf of such company, institution or corporation and within the said Territories to accept service of process and to receive all notices and for the purposes aforesaid to do all acts and to execute all deeds and other instruments relating to the matters within the scope of the power of attorney; and such company, , institution or corporation may from time to time by a new or other power cf attorney executed and deposited as aforesaid appoint another attorney within the Territories for the purposes aforesaid to replace the attorney formerly appointed; and notice of the granting of such license shall be given forth

with by the Territorial secretary in the official gazette. Evidence (3) The license or any exemplification thereof under the seal of license of the Territories shall be sufficient evidence in any proceeding

in any court of the Territories of the due licensing of the com

pany, institution or corporation as aforesaid. Annual

(4) A company, institution or corporation licensed under this section shall on or before the thirty-tirst day of January in every year during the continuance of such license make a

statement to be furnished

statement to the Territorial secretary verified by affidavit con-
taining, as of the thirty-first day of December preceding, a
summary of the following particulars :
(a) The corporate name of the company, institution or

corporation;
(b) The manner in which the company, institution or cor-

poration is incorporated;
(c) The place where the head office of the company, in-

stitution or corporation is situated;
(d) The place or places where or from which the under-

taking of the company, institution or corporation is

carried on;

Jd;

(e) The name, residence and post office address of the

president, the secretary and the treasurer of the com

pany, institution or corporation;
(1) The name, residence and post office address of each of

the directors of the company, institution or corpora

tion;
(9) The date upon which the last annual meeting of the

company, institution or corporation was
(h) The amount of the capital of the company, institution

,
or corporation and the number of shares into which it

is divided ;
(i) The number of shares subscribed for and allotted ;
(j) The amount of stock (if any) issued free from call; if

none is so issued the fact to be stated ;
(k) The amount issued subject to call ;
(1) The number of calls made on each share ;
(m) The total amount of calls received ;
(n) The total amount of calls unpaid ;
(0) The total amount of shares forfeited;
(p) The total amount of shares which have never been

allotted or subscribed for ;
(9) The total amount for which shareholders of the com-

pany, institution or corporation are liable in respect

of the unpaid stock held by them;
(r) In a concise form any further information respecting

the affairs of the company, institution or corporation

as the directors may consider expedient; (5) The summary in the next preceding subsection men- Summary to tioned shall be verified by the affilavit of the president and be verified secretary and if there is no president or he is unable to make the same by the affidavit of the secretary and one of the directors and if there is no secretary or he is unable to make such affidavit by the affidavit of the president and one of the directors and if there is neither a president or secretary or they are both unable to make such affidavit, by the affidavit of two

Penalty for default

of the directors and if the president or secretary does not make or join in the affidavit the reason therefor shall be stated in the substituted affidavit.

(6) Any company, institution or corporation making default in complying with the provisions of this section shall be liable to a penalty of $20 for each and every day during which default continues; and every director, manager, secretary, agent, traveller or salesman of such company, institution or corporation who transacts within the Territories any business whatever for such company, institution or corporation shall, for each day upon which he so transacts such business, on summary conviction thereof before a justice of the peace incur a penalty of $20.

(7) The Lieutenant Governor in Council may by Order (a notice of which shall be published by the Territorial secretary in the official gazette or otherwise as may be prescribed in the said Order) suspend or revoke and make null and void any license granted under this section to any company, institution or corporation which refuses or fails to comply with any of the provisions of this section and (notwithstanding such suspension or revocation) the rights of creditors of the company, institution or corporation shall remain as at the time of such suspension or revocation. No. 32 of 1897, s. 3; No. 40 of 1899, s. 8.

Lieutenant Governor in Council may suspend or revoke license

Amount of
paid up
capital to
appear on
all documents

3. Every company, institution or corporation licensed under this Ordinance shall have written or printed on its prospectuses, notices, allvertisements and other official publications and in all bills of parcels, invoices and receipts of the company, institution or corporation immediately after or under the name of such company, institution or corporation the amount of its paid up capital and every such company, institution or corporation which refuses or neglects to comply with this section shall be liable to a penalty not exceeding $20 for each such offence; and every director, manager or agent of any company, institution or corporation who knowingly authorises or permits such default shall on summary conviction thereof be liable to the like penalty. No. 32 of 1897, s. 4: No. 40 of 1898, 3. 8.

CHAPTER 64.

An Ordinance respecting Mining Companies.

HE Lieutenant Governor by and with the advice and con

sent of the Legislative Assembly of the Territories enacts as follows:

of stock

1. Any company incorporated by letters patent under The Disposition Companies' Ordinance for mining purposes may from time to time dispose of shares and stock at such times to such persons and on such terms and conditions and at such premium or discount or in such manner as the directors think advantageous to the company; provided however that no bylaw for the reduction or sale of stock at any greater discount or at any less premium than what has been previously authorised at the general meeting of the shareholders shall be valid or acted upon

until the same has been confirmed at a general meeting. No. 33 of 1897, s. 1.

shareholders'

2. Where application is hereafter made to the Lieutenant Limitation of Governor in Council for the incorporation by letters patent liability under said Ordinance of any company for mining purposes, such letters patent may if the petition of the applicants so requires contain a provision that no liability beyond the amount actually paid upon stock in such company by the subscribers thereto or the holders thereof shall attach to such subscriber or holder. No, 33 of 1897, s. 2.

3. Where letters patent incorporating any such company Certificates have been issued containing the provision mentioned in section to contain

of stock, what 2 of this Ordinance every certificate of stock issued by the company shall bear upon the face thereof distinctly written or printed in red ink after the name of the company the words * Issued under section 2 of An Orilinance respecting Mining Companies and non-assessable." Where such stock is issued subject to further assessments the word "assessable” or if not subject to further assessments the word "non-assessable" shall be used on such certificate as the case may be. No. 33 of 1897, s. 3.

documents

4. Every mining company the charter of which contains the "Nonpersonal said provision shall have written or printed on its charter, appear on

liability"to prospectuses, stock certificates, bonds, contracts, agreements, issued on notices, advertisements and other official publications and in companj all bills of exchange, promissory notes, indorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company and in all bills of parcels, invoices and receipts of the company immediately after or under the name of such company and shall have engraved upon its seal the worıls “non personal liability;" and every such company which refuses or neglects to comply with this section shall on

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