or ineligible to act, or cease to be a proprietor, a special general cy of Manmeeting of the shareholders shall be called to fill the vacancy. agers. 17. The president, vice presidents, and managers shall have the Powersof manmanagement of the affairs of the corporation; they shall or- agement. ganize and put in operation, and carry on the institution of learning for which the corporation is authorised; they may make and enforce calls upon shareholders; they shall fix the salaries of the principal, teachers, and other officers or servants; they shall take control of, and may vary, repeal, and make all the regulations relating to the management,government, and discipline of the said institution, its services, studies, lectures, exercises, and instructions; provided always that no religious test shall be required of any pupil or officer; they may make any payments, and enter into all contracts for the purposes of the corporation; they may generally deal with, treat, sell and dispose of and acquire the lands, property, and effects of the said corporation for the time being, in such manner as they shall deem expedient and conducive to the benefit of the corporation; they may appoint and displace the principal and all such officers, professors, teachers, agents or servants, as they shall deem requisite for the management and care of the property and affairs of the corporation; they may make by-laws for the regulation of the affairs of the corporation; but all the powers so to be exercised shall be in accordance with, and subject to the provisions of this Act, and the exercise of all such powers shall be subject to the control and regulation of any general meeting, but not so as to render invalid any act done by the managers prior to any resolution passed by such general meeting. 18. The managers shall hold meetings at such times and Meetings of places as they shall appoint for that purpose, and they may Managers. meet and adjourn as they think proper; and at any time three of the managers may require the secretary to call a meeting of the managers; and in order to constitute such meetings there shall be present at least eight of the managers; and all questions shall be determined by a majority of votes, and no manager, except the chairman, shall have more than one vote, but the chairman shall have a casting vote. The president or one of the vice presidents, or in their absence, a manager to be chosen, shall preside. 19. The shares of the said capital stock shall not be transferred Shares, when until paid up, unless such transfer shall be sanctioned by the transferable. managers, and duly registered by the secretary in the transfer book; and no person shall sell or transfer any stock until he shall have paid all calls for the time being due on any share held by him. 20. The managers may enforce payment of all calls and in- Actions for terest thereon by action in any competent court; and in such calls. By-law to increase capital stock. Secretary to keep books, contents. Books to be action it shall not be necessary to set forth the special matter, but it shall be sufficient to declare that the defendant is holder of one share or more, stating the number, and is indebted in the sum of money to which the calls in arrear amount, in respect of one call or more, stating the number of calls and the amount of each, whereby an action hath accrued to the corporation under this Act; and a certificate under their seal, and purporting to be signed by an officer of the corporation, to the effect that the defendant is a shareholder and that so much is due by him and unpaid thereon, shall be received in all courts of law and equity as prima facie evidence to that effect. 21. The managers, if they see fit at any time after the whole capital shall be subscribed for, may make a by-law for increasing the capital stock to the amount of one hundred thousand dollars; but no such by-law shall have any force or effect whatsoever until after it shall have been sanctioned by a vote of not less than two-thirds in amount of all the stockholders at a general meeting of the corporation duly called for the purpose of considering such by-law, and such by-law shall declare the number and value of the shares of such new stock and prescribe the manner in which the same shall be allotted, and in default of so doing the control of such allotment shall be held to vest in the managers. 22. The secretary shall cause a book or books to be kept wherein shall be recorded : (1.) A correct copy of the prospectus or declaration, and original stock list referring to the same, as also every by-law and supplementary declaration for increasing the capital stock; (2) The names, alphabetically arranged, of all persons who are or have been proprietors; (3.) The address and calling of every such person while such proprietor; (4.) The number of shares held by each; (5.) The amounts paid in and unpaid respectively by each proprietor; (6.) All transfers or surrenders of stock in their order as presented to the company for entry, with the date and other particulars of each transfer; (7.) The names, addresses and callings of all persons who are or have been managers, with the date at which each became or ceased to be such manager. 23. Such books shall, during reasonable business hours of tion. every day, except Sundays and holidays, be kept open for the open to inspecinspection of all proprietors and creditors of the said corporation or their representatives, at the office or chief place of business of the said corporation, and to make extracts therefrom. 24. Every contract, agreement, or engagement made on be- Contracts by half of the corporation by any of its agents, officers or servants agents. &c. in general accordance with his powers as such under the by-laws, shall be binding upon the corporation; and in no case shall it be necessary to have the seal of the said corporation affixed thereto, nor shall the party so acting as agent, officer, or servant of the said corporation, be thereby subjected individually to any liability to any third party therefor: Provided always, that the corporation shall not be authorized to issue any note payable to bearer, or intended to be circulated as money or as the note of a bank. shareholders 25. Each of the said proprietors or shareholders, until the Liability of whole of his stock shall have been paid up, shall be individually till shares paid liable to the creditors of the corporation to an amount equal to up. that not paid up thereon, but shall not be liable to an action by any creditor before an execution against the corporation 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 proprietors. limited to 26. The proprietors in the said corporation shall not as such Liability of be held responsible for any act, default, or liability whatsoever shareholders of the said corporation, or for any engagement, claim, payment, amount of loss, injury, transaction, matter or thing whatsoever relating to, or connected with the corporation, beyond the amount of their respective shares in the capital stock therein. shares. 27. The said corporation shall at all times when thereunto Returns to the required by the Lieutenant-Governor, or by the Legislative As- Legislature. sembly, make a full return of all its property, real and personal, and of its liabilities, receipts and expenditure, to the Lieutenant-Governor or Legislative Assembly requiring, for such period, and with such details and other information as the LieutenantGovernor or the Legislative Assembly may require. CAP. LV. An Act respecting the Primitive Methodist Connexion. WHE [Assented to 24th December, 1869.] HEREAS the Conference of the Primitive Methodist Con- Preamble. nexion in the Province of Ontario have by their peti tion represented that expense and delay is occasioned in dis As regards the and s. 6 varied. Purchasers, &c., not bound posing of property held by Trustees of the said Connexion by reason of the provisions of the Consolidated Statute of Upper Canada, chaptered sixty-nine, and also, that doubts are entertained as to whether the Primitive Methodist Connexion in Great Britain has not power to control or dispose of the real property in Ontario of the said Primitive Methodist Connexion in Ontario, notwithstanding such property was acquired with funds of, or as the gift of, members in Ontario of the said Connexion in Ontario, and have prayed that it may be declared that such power shall not exist, and that the necessity for such expense and delay in disposing of property may be avoided: Therefore Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: 1. That so far as regards the Primitive Methodist Connexion in Ontario, and the real estate held by or in trust for such Connexion, or for the purposes thereof, and alienable by force of the said Consolidated Statute or otherwise, sections nine. and ten of the said Consolidated Statute are hereby repealed; and section eight thereof is varied by striking out all words after the word "may" in the fourth line, and substituting therefor the words following: "sell by private sale or public auction, with and on the written authority of the Conference for the time being of the said Primitive Methodist Connexion in Ontario, or such other authority as by the rules and regulations in force in such Connexion from time to time may be requisite; but where the sale is at public auction, the Trustees shall not be obliged to complete or carry a sale into effect, if in their judgment an adequate price is not offered." 2. So far as regards the said Connexion and real estate, section six of the said Statute is varied by striking out all words prior to the word "nor" in the fifth line, and subsituting therefor the words following: "but the Trustees shall not so lease without the written authority of the Conference for the time being of the said Primitive Methodist Connexion in Ontario, or such other authority as by the rules and regulations in force in such Connexion from time to time may be requisite." 3. A bona fide lessee, mortgagee, or purchaser for value shall to enquire as to not be bound to see or enquire whether the circumstances have preliminaries arisen or occurred which warrant, or by the said Statute, or this to sale, &c. Act, are made precedent to, a lease, mortgage or sale, or conveyance thereon, either as to the purpose for which a mortgage may be granted, consent, necessity for retention or disposal of the property, notice of intended sale, or as to the validity of the appointment of Trustees, or of the Conference for the time being, or otherwise. Certain lands not to be subject to the 4. The real estate now held, or hereafter to be held, by or in trust for, or for the purposes of the said Primitive Methodist Connexion 1869. CHURCH SOCIETY OF THE DIOCESE OF HURON. CAP. 56. 183 Connexion in this Province, acquired with funds of, or as the control of the gift of members in Ontario of the said Primitive Methodist Connexion in Connexion in Ontario, and the proceeds of such real estate shall not be subject to the control or power of disposal of the Primitive Methodist Connexion in Great Britain. Great Britain. CAP. LVI. An Act to confirm and legalize a sale and conveyance by The Church Society of the Diocese of Huron, of certain premises in the Town of Galt, to the Reverend Michael Boomer, D. D. WE [Assented to 24th December, 1869.] WHEREAS The Church Society of the Diocese of Huron Preamble. have by their petition represented that the land hereinafter referred to had been conveyed to them as a site for a parsonage in connection with Trinity Church, Galt; that a building had been erected thereon intended for a parsonage, but which was not found suitable for the purpose, and that in pursuance of the wishes of the congregation of Trinity Church aforesaid, the said society had sold and conveyed, as far as they legally or equitably could do so, the said land and premises to The Reverend Michael Boomer, for the sum of six thousand dollars, and praying that an Act might be passed confirming and legalizing such sale and conveyance as aforesaid; Therefore Her Majesty by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: by Church Society to Rev. M. Boomer confirmed. ed. 1. The said sale and conveyance of The Church Society of Conveyance the Diocese of Huron, to and in favour of the Reverend Michael Boomer, D. D., of the Town of Galt, in the County of Waterloo, which conveyance bears date the first day of July, one thousand eight hundred and sixty-nine, and is registered in the Registry Office for the said county as number one thousand eight hundred and fifteen at seven minutes past ten of the clock in the forenoon of the ninth day of November, in the year of Our Lord one thousand eight hundred and sixty-nine, is in every particular legalized and confirmed. CAP. |