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summary conviction thereof incur a penalty of $20 for each day during which such words are not so kept written or printed; and every director and manager of the company who knowingly and wilfully authorises or permits such default shall on summary conviction thereof be liable to the like penalty. No. 33 of 1897, s. 4.

Sale of stock on nonpayment of calls

5. In the event of any call or calls on stock in a company so incorporated remaining unpaid by the subscriber thereto or holder thereof for a period of sixty days after notice and demand of payment such stock may be declared to be in default and the secretary of the company may advertise such stock for sale at public auction to the highest bidder for cash by giving notice of such sale in some newspaper published at the place where the principal office of the company is situated or in case no newspaper is published thereat then in a newspaper published in the nearest place to said office for a period of one month; and said notice shall contain the number of the certificate or certificates of such stock and the number of shares, the amount of the assessment due and unpaid and the time and place of salt.; and in addition to the publication of the notice aforesaid notice shall be personally served upon such stockholder by registered letter mailed to his last known address; and if the subscriber or holder of such stock shall fail to pay the amount due on such stock with interest upon the same and cost of advertising before the time fixed for such sale the secretary shall proceed to sell the same or such portion thereof as shall suffice to pay such assessment together with interest and cost of advertising :

Provided that if the price of the stock so sold exceed the amount due with interest and costs thereon, the excess thereof shall be paid to the defaulting stockholder. No. 33 of 1897, s. 5.

6. No shareholder or subscriber for stock in any company so incorporated shall be personally liable for non payment of any calls made upon his stock beyond the forfeiture and sale, in the event of non payment of such calls of the amount if any already paid on the stock held or subscribed for nor shall such shareholder or subscriber be personally liable for any debt contracted by the company or for any sum payable by the company beyond the amount if any paid by him upon such stock. No. 33 of 1897, s. 6.

Extent of liability of shareholders

Application of other Ordinances

7. Section 8 of The Companies Ordinance as well as all other parts of such Ordinance end of other Ordinances as are not inconsistent with this Ordinance shall apply to mining companies. No. 33 of 1897, ss. 7, 8.

CHAPTER 65.

An Ordinance respecting the Manufacture of Butter

and Cheese.

THI
HE Lieutenant Governor by and with the advice and con-

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

SHORT TITLE.

1. This Ordinance may be cited as Ordinance." No. 38 of 1897, s. 35 (1).

The Dairymen's Short title

PART I.

ASSOCIATIONS FOR MANUFACTURE OF BUTTER AND CHEESE.

2. Any five or more persons who desire to associate them- Mode of

incorporation selves together for the purpose of manufacturing butter or cheese or providing cold storage for the safe keeping therein of any farm product may make, sign and acknowledge before any person empowered to administer oaths or affidavits to be used in the Supreme Court of the Territories and file in the office of the Territorial secretary a declaration in writing in form A in the schedule hereto or to the same effect and such declaration shall state the name of one of the persons signing the same as having been appointed provisional secretary of the association. No. 13 of 1889, s. 1; No. 38 of 1897, s. 35 (2).

3. No association under this part shall be incorporated un- Restriction as der a name identical with that by which

any

other existing association has been registered or so nearly resembling such name as to be likely to deceive the public. No. 13 of 1889, s. 8.

to name of company

4. Any declaration so to be filed shall designate any one or Places of

business to more places in the Territories where business is to be carried

be stated No. 13 of 1889, s. 9.

on.

5. Upon the filing of the declaration the members of the Corporate association shall become a body corporate by the name therein described with power to purchase, hold, pledge or mortgage such lands as are required for the convenient management of their business, with full power to do all necessary acts and enter into all necessary contracts for the purpose of managing and conducting their said business but no such declaration At least $1006) shall be filed unless shares to the extent of $1,000 have been subscribed by the persons signing such declaration and evidence of such subscription shall be filed with such declaration by statutory declaration of the provisional secretary in form B in the schedule hereto showing what amounts have been taken by the subscribers respectively and what amounts have been paid

powers

to be subscribed

on account of their respective subscriptions and whether in cash or otherwise. No. 13 of 1889, s. 2; No. 6 of 1890, s. 1.

Certificate of filing declaration

6. The Territorial secretary shall indorse on a copy of the said declaration if sent or delivered to him for that purpose a certificate of the original having been filed in his office with the date of filing and every such declaration with such certificate signed by the Territorial secretary shall be prima facie evidence of the facts stated therein and of the incorporation of the association. No. 13 of 1889, s. 3; No. 38 of 1897, s. 35 (3).

Rules of association

7. Within one month after the filing of such declaration as aforesaid a meeting of the members of the association shall be called by notice to be mailed or delivered to each member by the provisional secretary at least ten days before the day of meeting and at such meeting or at any adjournment thereof the members of the association shall agree upon and frame a set of rules for the regulation and management of the association which may declare and provide among other things :

1. The amount of the whole capital stock of the company if it is to be limited and the amount of each share;

2. The highest number of shares which may be allotted to any one person ;

3. The mode and terms of payment of shares and the manner of making calls thereon and the mode and conditions of the transfer of the shares ;

4. The conditions on which new members may be admitted ;
5. A mode of convening general and special meetings ;
6. Provision for audit of accounts;

7. The appointment of directors and other officers and their respective duties and a provision for filling vacancies caused by death, resignation or other causes and a copy of all such rules signed by the secretary, shall forth with be filed in the office of the Territorial secretary with a statutory declaration by the secretary that the same is a true copy of the rules adopted and such rules shall not take effect until filed as aforesaid, and they shall be framed and filed before the association shall carry on any operations. No. 13 of 1889, s. 4; No. 38 of 1897, s.35 (4)

Amendment of rules

8. All rules made by any association formed under this part may be repealed, altered or amended or new rules may be made at a regular meeting called for that purpose :

Provided no new or amended rules shall have any force or effect until a copy verified by statutory declaration of the president or other head officer or of the secretary of the association to be a true copy of such new or amended rules passed by the association at a meeting specially called as aforesaid has been filed in the office of the Territorial secretary. No. 13 of 1889, s. 5 ; No. 6 of 1890, s. 2; No. 38 of 1897, s. 35 (5).

Books

9. The association shall cause a book to be kept by the secretary or by some other officer especially charged with that duty wherein shall be kept a duplicate of the said declaration mentioned in section 2 hereof and of all rules filed as aforesaid in the office of the Territorial secretary and all members of the association shall sign the said declaration in the said book. No. 13 of 1889, s. 6; No. 38 of 1897, s. 35 (6).

10. Any person desiring to become a member of or a stock - Members holder in any such association after incorporation as aforesaid may subject to the provisions of the said rules sign the said declaration in the said book and shall thereupon become such member and shall be entitled to the rights and privileges thereof and shall become liable as such member as fully as though he had signed the declaration prior to the incorporation of the association. No. 13 of 1889, s. 7.

members

11. The rules of every association incorporated under this Rules to bind part of this Ordinance shall bind the association and members thereof. And all moneys payable by any member to the asso- Members ciation in pursuance of the said rules shall be deemed to be a association debt due from such member to the association. No. 13 of 1889,

s. 10.

12. The capital of the association shall be in shares of such Capital stock denomination as mentioned in the rules. No. 13 of 1889, s. 11.

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13. All elections at meetings of shareholders shall be by Mode of ballot and each member shall have one vote for each share hela election by him in respect of which he is not in default for any calls made thereon. No. 13 of 1889, s. 12.

by

14. Any dispute between members or between members and Disputes ma any association established under this part, or any person arbitration claiming through or under a member or under the rules of such association, and the directors, treasurer or other officers thereof relating to matters coming within the business of the association may be decided by arbitration in manner directed by the rules of the association, and the decision so made shall be binding and conclusive on all parties without appeal. No. 13 of 1889, s. 13.

shareholders

15. The liability of the shareholders shall be limited, that is Liability of to say, no shareholder in such association shall be in any manner liable for or charged with the payment of any debt or demand due by the association beyond the amount unpaid in respect of his share or shares subscribed for and any shareholder having fully paid up the amount of his said share or shares shall be absolved from all further liability. No. 13 of 1889, s. 14.

return

16. Every association formed under this part shall, not later Annual than the thirty-first day of January in each year, make a return to the Territorial secretary of its affairs during the year ending the thirty-first day of December preceding. No. 13 of 1889, s. 15; No. 38 of 1897, s. 35 (7).

Violation of contract to supply milk

17. Any person who wilfully violates a contract to supply milk to an association formed under this part may on summary conviction thereof before a justice of the peace be ordered to pay to such association by way of penalty a sum not exceeding $23 together with costs of prosecution. No. 32 of 1892; No. 38 of 1897, s. 35 (8).

Mortgage on real estate

18. Any association formed under this part shall have power to execute a mortgage upon any real estate purchased or agreed to be purchased by it for the purpose of securing the payment of the whole or a portion of the purchase money of such real estate or for the purpose of raising money for the purposes of their business and to covenant for the repayment of the said mortgage money and interest or for the purpose of securing payment of any bonds issued or to be issued and generally to make such provisions binding on the association as are usually contained in mortgages. No. 6 of 1890, s. 16.

How executed

19. The said mortgage may be executed in accordance with any of the rules passed for the regulation and management of the association in that behalf and upon being so executed shall be a valid security of the said association. No. 6 of 1890, s. 17.

Borrowing powers

20. Any such association shall have power to borrow money for the purpose of its business and to issue bonds or debentures for the repayment of the same with interest and such bonds or debentures without registration shall be a binding security and charge upon all the real and personal estate of the association including called or uncalled capital and such bonds may be issued in accordance with the rules of the said association and shall be payable at such time or times as may be therein expressed and may be mortgaged, sold or hypothecated by the said association in accordance with any provisions in that behalf included in the said rules but such bonds shall not be issued until the same shall have been approved by the Lieutenant Governor in Council and a notice of the intended issue of the same in writing shall have been deposited in the office of the Territorial secretary. No. 6 of 1890, s. 18; No. 38 of 1897, s. 35 (9).

PART II.

DAIRYMEN'S ASSOCIATION.

Continuation
of “The
Dairymen's
Issociation

21. The association formed under the provisions of Ordinance No 15 of 1891-1892 intituled: An Ordinance to authorise the formation of an association under the name of The Dairymen's Association of the North-West Territories," having for its object to encourage the improvement in the manufacture of butter and cheese and all things connected therewith, is hereby continued as a body politic and corporate and may possess real estate to the value of $10,000. No. 15 of 1891-2.

S. 4.

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