themselves a president of the company; and also name, and Other officers.. remove at pleasure, all other officers thereof. 31 V., c. 24,

s. 10.

ure of elec

4662. If at any time an election of directors be not made Provision in or do not take effect at the proper time, the company shall case of failnot be held to be thereby dissolved; but such election may tion. take place at any general meeting of the company duly called for that purpose; and the retiring directors shall continue in office until their successors are elected. 31 V., c. 24, s. 11.

§ 3.-Directors.

4663. The directors have full power in all things to admin- Powers of ister the affairs of the company, and may make or cause to be directors. made for the company any description of contract which the company may lawfully enter into."

They, from time to time, make by-laws not contrary to law, By-laws for to regulate:

1. The allotment of stock;

2. The making of calls thereon;

3. The payment of calls;

4. The issue and registration of certificates of stock;

5. The forfeiture of stock for non-payment;

6. The disposal of forfeited stock and of the proceeds thereof:

7. The transfer of stock;

8. The declaration and payment of dividends;

9. The number of directors and their term of service;

10. The amount of their stock qualification;

11. The appointment, functions, duties and removal of all agents, officers and servants of the company;

12. The security to be given by them to the company; 13. Their remuneration and that (if any) of the directors; 14. The time at which and the place within this Province where the annual meetings of the company shall be held ;

15. The place or places where its business shall be conducted; 16. The calling of meetings, regular and special, of the board of directors, and of the company;

17. The quorum, the requirements as to proxies, and the procedure in all things at such meetings, the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law, and the conduct in all other particulars of the affairs of the company.

certain pur

poses.

They may from time to time repeal, amend or re-enact the May be

same.

amended, &c. Every such by-law, and every repeal, amendment or re- By-laws to be enactment thereof, unless in the meantime confirmed at a confirmed. general meeting of the company duly called for that purpose, shall only have force until the next annual meeting of the com

pany, and, in default of confirmation thereat, shall, from that time only, cease to have force. 31 V., c. 24, s. 12.

Liability for lending money to

4664. No loan shall be made by the company to any shareholder, and, if such be made, all directors and other officers of shareholders. the company making the same, or in any wise assenting thereto, shall be jointly and severally liable for all debts of the company contracted from the time of the making of such loan to that of the repayment thereof, towards the company for the amount of such loan, and also towards third parties, to the extent of such loan with legal interest. 31 V., c. 24, s. 38.

Subsidiary 4665. The directors of the company shall be jointly and liability of directors for severally liable to the laborers, servants and apprentices of the wages of la- company, for all debts not exceeding one year's wages, due for vants, &c., of services performed for the company whilst they are such directhe company. tors respectively.

borers, ser

Proof of bylaws.

Calling

special meetings.

Capital stock of joint stock

companies.

Amount paid

No director shall be liable to an action for such debt, 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 part.

The amount due on such execution shall be the amount recoverable, with costs, against the directors. 31 V., c. 24, s. 39.

4666. A copy of any by-law of the company, under its seal, and purporting to be signed by any officer of the company, shall be received as prima facie evidence of such by-law in all courts in this Province. 31 V., c. 24, s. 14.

§ 4-Shareholders, Shares and Calls.

4667. One-fourth part in value of the shareholders of the company shall at all times have the right to call a special meeting thereof, for the transaction of any business specified in such written requisition and notice as they may issue to that effect. 31 V., c. 24, s. 13.

4668. The capital stock of all joint stock companies consists of that portion of the amount authorized by the charter, which has been bonâ fide subscribed for and allotted, and shall be paid in cash.

The amount of paid up capital, from year to year, shall be in to be pub- published annually in a report to the shareholders.

lished.

What proper

2. The property accounts of a company shall represent only ty accounts to the amount of the actual bond fide outlay necessary for the

represent.

Stock not to

undertaking.

No stock shall be issued to represent the increased value of

be issued for any property.

increased value.

Watering of stock forbid

den.

Capitaliza

Any such issue shall be null and void.

3. The practice, commonly known as watering of stock, is prohibited, and all stock so issued shall be null and void.

4. The capitalization of surplus earnings and the issue of tion of sur- stock to represent such capitalized surplus are also prohibited plus earnings, and all stock so issued shall be null and void, and the directors

consenting to such issue of stock shall be jointly and severally &c., forbidliable to the holders thereof for the re-imbursement of the den. amount paid for such stock.

1

of stock, &c.,

5. Every form and manner of fictitious capitalization of stock Fictitious in any joint stock company, or the issuing of stock which is capitalization not represented by a legitimate and necessary expenditure in forbidden. the interest of such company, and not represented by an amount in cash paid into the treasury of the company, which has been expended for the promotion of the objects of the company, is prohibited, and all such stock shall be null and void. 47 V., c. 73, ss 1, 2, 3, 4 and 7.

4669. The stock of the company shall be deemed personal Transfer of estate, and shall be transferable, in such manner only, and sub- stock. ject to all such conditions and restrictions as by this section, or by the charter or the by-laws of the company, shall be prescribed. 31 V., c. 24, s. 15.

4670. If the charter make no other definite provision, the Allotting stock of the company shall be allotted, when and as the direc- stock. tors, by by-law or otherwise, may ordain. 31 V., c. 24, s. 16.

stalments.

4671. The directors of the company may call in and Calling in indemand from the shareholders thereof, respectively, all sums of money by them subscribed, at such times and places, and in such payments or instalments, as the charter, or as this section may require.

thereon.

Interest shall accrue and fall due, at the rate of six per cent. Interest per annum, upon the amount of any unpaid call, from the day appointed for the payment of such call. 31 V., c. 24, s. 17.

ment.

4672. Not less than ten per cent upon the allotted stock Amount of of the company shall, by means of one or more calls, be called each instalin and made payable within one year from the incorporation of the company; and for every year thereafter, at least a further five per cent. shall in like manner be called in and made payable, until one half shall have been so called in. 31 V., c. 24, s. 18.

4673. The company may enforce payment of all calls and Action for interest thereon, by action before any competent court.

calls.

In such action it shall not be necessary to set forth the What only special matter, but it shall be sufficient to declare that the need be alleged. 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 has accrued to the company.

A certificate under the seal of the company, and purporting Proof. to be signed by any officer of the company, to the effect that the defendant is a shareholder, that such calls have been made, and that so much is due by him and unpaid thereon, shall be

Forfeiture for

received in all courts of law as primâ facie evidence to that effect. 31 V., c. 24, s. 19.

4674. If, after such demand or notice as by the charter or non-payment. the by-laws of the company may be prescribed, any call made upon any share be not paid within the prescribed time, the directors may, in their discretion, by vote to that effect, reciting the facts, and duly recorded in their minutes, summarily declare forfeited any share 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-law or otherwise they shall ordain. 31 V., c. 24, s. 20.

Calls must be paid before transfer.

Shareholders

4675. No share shall be transferable, until all previous calls thereon have been fully paid, or until declared forfeited for non-payment of calls thereon, or sold under execution. 31 V.,c. 24, s. 21.

4676. No shareholder being in arrear in respect of any call in arrear not shall be entitled to vote at any meeting of the company. 31 V., c. 24, s. 22.

to vote.

Liability of shareholders.

Liability of limited.

As to stock

held by persons in a

representa

4677. Each shareholder, until the whole amount of his stock has been paid up, shall be personally 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 shareholder. 31 V., c. 24, s. 33.

4678. The shareholders of the company are not as such responsible for any act, default or liability whatever of the company, or for any engagement, claim, payment, loss, injury, transaction, matter or thing whatever, relating to or connected with the company, beyond the amount of their respective shares in the capital stock thereof. 31 V., c. 24, s. 34.

4679. No person holding stock in the company in the name of another shall be personally subject to liability as a shareholder; but the estates and funds in the hands of such person tive capacity. belonging to the person he represents shall be liable in like manner, and to the same extent, as the person represented is cr would be, holding such stock in his own name.

As to stock

held as collat

No person holding stock as collateral security shall be pereral security. Sonally 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. 31 V., c. 24, s. 35.

Voting on stock.

4680. Every person holding and possessing shares in the name of another shall represent the stock in his hands, at all meetings of the company, and may vote accordingly as a shareholder; and so with every person who pledges his stock. 31 V., c. 24, s. 36.

$5.-Books to be kept.

4681. The company shall cause a book or books to be kept Books to be by the secretary, or by some other officer specially charged kept by the with that duty, wherein shall be kept recorded:

1. Every by-law of the company;

2. The names, alphabetically arranged, of all persons who are or have been shareholders;

3. The address and calling of every such person, while such shareholder;

4. The number of shares of stock held by each shareholder; 5. The amounts paid in, and remaining unpaid, respectively, on the stock of each shareholder;

6. 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

7. 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. 31 V., c. 24, s. 23.

company; and what they shall contain.

cases; their

allowed in

4682. The directors may refuse to allow the entry, into Directors may any such book mentioned in the preceding article, of any disallow entransfer, not made by sale under execution, of stock whereof try in certain the whole amount has not been paid in; and whenever an entry liability if is made in such book, of any such transfer of stock not fully such cases. 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.

If, however, any director present when such entry is Declaration allowed, do forthwith, or if any director then absent do, within of dissent. 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 office or chief place of business of the company, such director may thereby, and not otherwise, exonerate himself from such liability. 31 V., c. 24, s. 24.

limited until

4683. No transfer of stock, unless made by sale under Effect of execution, shall be valid for any purpose whatever, save only transfer as exhibiting the rights of the parties thereto towards each allowed. other, and as rendering the transferee liable ad interim jointly and severally with the transferor, to the company and their creditors, until entry thereof has been duly made in such books. 31 V., c. 24, s. 25.

4684. Such books shall, during ordinary business hours of Books to be every day, except Sundays and holidays, be kept open for the open to shareinspection of the shareholders and creditors of the company and creditors.

holders and