or be or become a partner of any contractor with the company. 43-44 V., c. 43, s. 19 § 16. of stock, &c. 17. The directors shall make by-laws for the management By-laws for and disposal of the stock, property, business and affairs of the management company, not inconsistent with the law, and for the appointment of all officers, servants and workmen, and prescribing their respective duties. 43-44 V., c. 43, s. 19, § 17. officers. 18. The directors shall, from time to time, appoint such offi- May appoint cers as they deem requisite, and shall take sufficient security by one or more bonds, or by the guarantee of the Canada Guarantee Company, or of any society incorporated for like pur- Security to poses, or otherwise as they may deem expedient, from the to be given manager and officers for the time being, for the safe keeping and accounting for by them respectively of the moneys raised by virtue of this section and the charter, and for the faithful execution of their offices, as the directors think proper. 43-44 V., c. 43, s. 19 § 18. by them. dent to act in 19. In case of the absence or illness of the president, the Vice-presivice-president shall have all the rights and powers of the pre- the absence of sident, and may sign all notes, bills, debentures and other in- the president. struments, and perform all acts which, by the regulations and by-laws of the company, or by its charter, are required to be signed, performed and done by the president. 43-44 V., c. 43, s. 19 $19. may be en certified, &c. 20. The directors may, at any meeting, require the secretary Absence of to enter such absence or illness among the proceedings of such the president meeting, and a certificate thereof, signed by the secretary, tered in the shall be delivered to any person requiring the same, on minutes and payment to the treasurer of one dollar, and such certificate shall be taken and considered as prima facie evidence of such absence or illness, at and during the period in the said certificate mentioned, in all proceedings in courts of justice or otherwise. 43-44 V., c. 43, s. 19 § 20. account to be 21. The directors shall cause to be kept, and, annually, on Directors to the thirty-first day of December, to be made up and balanced, cause annual a true, exact and particular account of the moneys collected and rendered. received by the company or the directors or managers thereof or otherwise, for the use of the company, and of the charges and expenses attending the erecting, making, supporting, maintaining and carrying on of the undertaking, and of all other receipts and expenditure of the company or the directors. 4344 V., c. 43, s. 19 § 21. railway cer to be paid 22. Whenever, by the terms of any charter incorporating any Proviso: if by wooden or iron railway company, it is required that a certain charter of any proportion of the stock of such company shall have been tain proporsubscribed, before the calling of a meeting of shareholders for tion of stock the purpose of electing directors, it shall be sufficient that such before calling proportion of stock shall have been subscribed before such elec- meeting. tion takes place, even though it was not subscribed when such meeting was called, and every election already had under any such charter shall be valid, provided that before it took place, such proportion of stock had been subscribed. 43-44 V., c. 43, s. 19 § 22. No mayor, 23. No mayor, warden, or other chief officer, or other person cipality hold-representing any municipality, or corporation of any town, ing stock, to having or taking stock in any railway company, shall, directly or indirectly, vote on the election or appointment of the directors of any incorporated railway company. 43-44 V., c. 43, s. 19 § 23. vote at elections of directors. Ten per cent. within six 24. There shall be paid on every share subscribed to any must be paid iron or wooden railway company, incorporated by act of the months after Legislature of this Province, an amount of at least ten per subscription. cent., within six months after the subscription for each such share. 43-44 V., c. 43, s. 19 § 24. Ten per cent. before voting. 25. No owner or holder of shares in any iron or wooden must be paid railway company, incorporated by act of the Legislature of this Province, shall, in any case, vote, by reason of any of his shares, unless he has paid upon such share an amount of at least ten per cent. 43-44 V., c. 43, s. 19 § 26. Exception. Calls, how made and after what notice. Amount and when to be paid. Notices of calls, how published. Payment of be made. 26. These provisions shall not apply to subscriptions of stock in railway companies by municipalities. 43-44 V., c. 43, s. 19 § 27. § 6.-Calls. 5135. The directors may, from time to time, make such calls of money upon the respective shareholders in respect of the amount of capital respectively subscribed or owing by them, as they deem necessary, and thirty days' notice at the least shall be given of each call; No call shall exceed the prescribed amount determined in the charter, or be made at a less interval than two months from the previous call, nor shall a greater amount be called in, in any one year, than the amount prescribed in the charter. 43-44 V., c. 43, s. 20 § 1. 2. All notices of calls upon the shareholders of the company shall be published weekly in the Quebec Official Gazette which shall be conclusive evidence of the sufficiency of such notice. 43-44 V., c. 43, s. 20 § 2. 3. Every shareholder shall be liable to pay the amount of the calls, how to call so made in respect of the shares held by him to the persons and at the times and places, from time to time, appointed by the company or the directors. 43-44 V., c. 43, s. 20 §3. Interest to be 4. If, on or before the day appointed for payment, any sharechargeable on holder do not pay the amount of the call, he shall be liable to pay interest for the same, from the day appointed for the payment thereof to the time of the actual payment. 43-44 V., c. 43, s. 20 § 4. overdue calls. Amount of call may be recovered by suit. What allega 5. If, at the time appointed for the payment of any call, any shareholder fail to pay the amount of the call, he may be sued for the same in any court of competent jurisdiction, and be condemned to pay the same with lawful interest from the day on which the call became payable. 43-44 V., c. 43, s. 20 § 5. 6. In any action or suit to recover any money due upon any tions and for- call, it shall not be necessary to set forth the special matter, but it shall be sufficient to declare that the defendant is the holder malities ne actions for of one or more shares stating the number of shares, and is cessary in indebted in the sum of money to which the calls in arrear calls. amount, in respect of one or more calls upon one or more shares, stating the number and amount of each of such calls, whereby an action hath accrued to the company by virtue of the charter. 43-44 V., c. 43, s. 20 § 6. 7. The certificate of proprietorship of any share shall be Certificate of admitted in all courts, as prima facie evidence of the title of proprietorship any shareholder, his executors, administrators, successors or primâ facie assigns, to the share therein specified. 43-44 V., c. 43, s. 20 § 7. evidence. 8. The want of such certificate shall not prevent the holder Proviso. of any share from disposing thereof. 43-44 V., c. 43, s. 20 § 8. calls. 9. Any person, neglecting or refusing to pay a rateable share Penalty for of the calls, for the space of two months after the time appointed refusal to pay for the payment thereof, shall forfeit his shares in the undertaking, and all the profit and benefit thereof, which forfeiture shall go to the company for the benefit thereof. 43-44 V., c. 43, s. 20 § 9. forfeiture of 10. No advantage shall be taken of the forfeiture, unless the When only same is declared to be forfeited at a general meeting of the com- shares to be pany, assembled at any time after such forfeiture. 43-44 V., c. taken advan43, s. 20 § 10. tage of. 11. Every such forfeiture shall be an indemnification to and Effect of forfor every shareholder so forfeiting, against all actions, suits or feiture. prosecutions whatever, commenced or prosecuted for any breach of contract or other agreement between such shareholder and the other shareholders, with regard to carrying on the undertaking. 43-44 V., c. 43, s. 20 § 11. shares. 12. The diectors may sell, by public auction or private Directors may sale, and in such manner and on such terms as to them may sell forfeited seem meet, any shares so declared to be forfeited, and also any share remaining unsubscribed for in the capital stock of the company, or pledge such forfeited or unsubscribed shares for the payment of loans or advances made or to be made thereon, or of any sums of money borrowed or advanced by or to the company. 43-44 V., c. 43, s. 20 § 12. 13. A certificate of the treasurer of the company that the Certificate of forfeiture of the shares was declared shall be sufficient evidence treasurer to be evidence of of the fact, and of their purchase by the purchaser; and such certificate, with the receipt of the treasurer for the price of of title of such shares, shall constitute a good title to the shares. forfeiture and purchaser. The certificate shall be, by the said treasurer, registered in Registration. the name and with the place of abode and occupation of the purchaser, and shall be entered in the books required to be kept by the by-laws of the company; such purchaser shall thereupon be deemed the holder of such shares, and shall not be bound to see to the application of the purchase money, nor shall his title to such shares be affected by any irregularity in the proceedings in reference to such sale. Any shareholder may purchase any shares so sold. 43-44 V., Purchase of c. 43, s. 20 § 13. such shares. 14. Shareholders, willing to advance the amount of their Shareholders paying in shares, or any part of the money due pon their respective advance. Interest upon payments. Proviso. Declaration shares, beyond the sums actually called for, may pay the same. Upon the principal moneys so paid in advance, or so much thereof as, from time to time, exceeds the amount of the calls then made upon the shares in respect to which such advance is made, the company may pay such interest at the legal rate of interest for the time being, as the shareholders paying such sum in advance and the company agree upon; but such interest shall not be paid out of the capital susbcribed. 43-44 V., c. 43, s. 20 § 14. §7-Dividends. 5136. At the general meeting of the shareholders of the of dividend; undertaking, from time to time held, a dividend shall be made out of the clear profits of the undertaking, unless such meetings declare otherwise. 43-44 V., c. 43, s. 211. At so much per share. Dividends not to impair the capital. Nor to be paid before day fixed for payment of call. Directors may pay interest con sums called up. No interest on shares in arrear. Shareholders of shares. 2. Such dividend shall be at and after the rate of so much per share upon the several shares held by the shareholders in the stock of the company, as such meeting may think fit to appoint or determine. 43-44 V., c. 43, s. 21 § 2. 3. No dividend shall be declared whereby the capital of the company is in any degree reduced or impaired, or be paid out of such capital. No dividend shall be paid in respect of any share, after a day appointed for payment of any call for money, in respect thereof, until such call has been paid. 43-44 V., c. 43, s. 21 § 3. 4. The directors may, in their discretion, until the railroad is completed and open to the public, pay interest at any rate per annum, on all sums called up in respect of the shares, from the respective days on which the same have been paid; such interest to accrue and be paid at such time and places as the directors appoint for that purpose. 43-44 V., c. 43, s. 21 § 4. 5. No interest shall accrue to the proprietors of any share upon which any call is in arrear in respect of such shares or upon any other share held by the same shareholder, while such call remains unpaid. 43-44 V., c. 43, s. 21, § 5. § 8.-Shares and their Transfer. 5137. Shares in the undertaking may, by the parties, be may dispose sold and disposed of by instrument in writing, to be made in duplicate, one part of which shall be delivered to the directors, to be filed and kept for the use of the company, and an entry thereof shall be made in a book to be kept for that purpose; but no interest on the shares transferred shall be paid to the purchaser until such duplicate is so delivered, filed and entered. 43-44 V., c. 43, s. 22 § 1. Form of sales. 2. Sales shall be in the form following, by varying the names and descriptions of the contracting parties, as the case may require: I, A. B., in consideration of the sum of paid , to be held by him to me by C. D., do hereby sell and transfer to him the said C. D., his heirs, executors, administrators and assigns, 43-44 V., c. 43, s. 22 § 2. estate. No 3. The stock of the company shall be deemed personal estate; Stock to be but no shares shall be transferable until all previous calls personal thereon have been fully paid in, or the said shares have been transfer until declared forfeited for the non-payment of calls thereon, and no calls paid, or of part of a transfer of less than a whole share shall be valid. 43-44 V., "share. c. 43, s. 22 § 3. 4. If any share in the company be transmitted by the death, Transmission bankruptcy or last will, donation or testament, or by the intes- of shares, other than by tacy of any shareholder, or by any lawful means other than the transfer, protransfer herein before mentioned, the person to whom such vided for. share is transmitted shall deposit, in the office of the company, a statement in writing, signed by him, declaring the manner of such transmission, together with a duly certified copy or probate of such will, donation or testament, or sufficient extracts therefrom, and such other documents or proof as may be necessary; and, without such proof, such person shall not be entitled to receive any share of the profits of the company, or vote in respect of any such share as the holder thereof. 43-44 V., c. 43, s. 22 §4. bound to see 5. The company shall not be bound to see to the execution Company, not of any trust, whether express, implied or constructive, to which any of the shares may be subject. The receipt of the person in whose name any share stands in the books of the company, or, if it stand in the name of more persons than one, the receipt of one of the persons named in the register of shareholders shall be a sufficient discharge to the company for any dividend or other sum of money payable in respect of the share, notwithstanding any trust to which the share may then be subject, and whether or not the company have had notice of trusts. The company shall not be bound to see to the application of the money paid upon such receipts. 43-44 V., c. 43, s. 22 § 5. 6. The funds of the company shall not be employed in the purchase of any stock in their own or in 43-44 V., c. 43, s. 22 § 6. other any company. $ 9.-Liability of Shareholders. to execution of trusts. Receipt for payment of dividends, &c. Company not bound to see to application of money. Company not to buy its own or other stock. 5138. Each shareholder shall be individually liable to the Shareholders' creditors of the company, to an amount equal to the amount liability. unpaid on the stock held by him, for the debts and liabilities thereof, and until the whole amount of his stock has been paid up; but shall not be liable to an action therefor, before an execution against the company has been returned unsatisfied, in whole or in part. 43-44 V., c. 43, s. 23 § 1. |