CAP. LXIII.

Preamble.

An Act for Incorporating and Granting certain Powers to the Upper
Canada Trust and Loan Company.

WE

[9th December, 1843.]

THEREAS the improvement and advancement of this Province are greatly retarded by reason of the deficiency of Capital which prevails therein; And whereas the difficulty of ascertaining, with confidence, the money, value and legal sufficiency of the security offered by borrowers, has hitherto, to a great extent, precluded Capitalists resident in Great Britain from availing themselves of the opportunities constantly offered in Canada for the profitable investment of Capital; And whereas such difficulty would, to a great extent, be overcome by the establishment of an Incorporated Joint Stock Company, possessing powers to borrow money on the security of their subscribed Capital, and to advance and lend the same, together with such portions of their subscribed Capital as may be paid up, on securities, real or personal, in this Province, and the several persons hereinafter named are, consequently, desirous of forming such Joint Stock Company, and it is expedient to unite the said persons into a Joint Stock Company, and to invest them with the powers, privileges, authorities and immunities necessary for the accomplishment of their undertaking; Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and of the Legislative Assembly of the Province of Canada, constituted and assembled by virtue of and under the authority of an Act passed in the Parliament of the United Kingdom of Great Britain and Ireland, intituled, An Act to re-unite the Provinces of Upper and Lower Canada, and for the Government of Canada, and it is hereby enacted by the authority of the same, that John Proprietors Counter, Robert Short Atcheson, John A. Macdonald, Thomas Kirkpatrick, Charles Stuart, John Watkins, and all and every such other person and persons, Body and Bodies Politic, Corporate or Collegiate, and their respective successors, executors, administrators and assigns, or such of them as shall, from time to time, be possessed of any share or shares in the undertaking, hereby authorized to be carried on, shall be united into a Company, according to the powers and authorities, rules, orders and regulations hereinafter set forth or referred to, and shall be one Body Politic and Corporate, by the name of "The Trust and Loan Company of Upper Canada," and by that name shall have perpetual succession and a Common Seal, with power to break and alter such Seal, and by that name shall sue and be sued, plead and be impleaded, in all Courts, whether of Law or Equity whatsoever.

incorporated.

II. And be it enacted, that the said Company shall be and they are hereby authorized and empowered to lay out and invest their Capital in the first place, in paying and discharging all costs, charges and expenses incurred in applying for and obtaining this Act, and all other expenses preparatory or relating thereto, and the remainder of such Capital, or so much thereof, as may, from time to time, be deemed necessary, in the manner and for the purposes hereinafter mentioned, that is to say, that it shall be lawful for the said Company, from time to time, and at any time or times, to lend and advance money by way of loan or otherwise, on such security, real or personal, or both real and personal, and upon such terms and conditions, and at such rate of interest not exceeding six per centum, per annum, as to the said Company shall seem satisfactory or expedient, and to do all acts that may be necessary for the advancing such sums of money, and for recovering and obtaining re-payment thereof, and for compelling the payment of all interest (if any) accruing from such sums so advanced, or the observance and fulfilment of any conditions annexed to such advances, or any forfeitures consequent on the nonpayment thereof, and to give receipts and acquittances and discharges for the same, either absolutely and wholly or partially, and for all and every and any of the foregoing purposes, to lay out and apply the Capital and property, for the time being, of the Company, or any part thereof, or any of the monies authorized to be hereafter raised by the Company, in addition to their Capital for the time being, and to do, authorize and exercise all acts and powers whatsoever, in the opinion of the Directors of the said Company for the time being, requisite or expedient to be done or exercised in relation thereto.

III. And be it enacted, that it shall be lawful for the said Company, and the said Company are hereby empowered to lend and advance money to the Government of the said Province for any purpose whatsoever, or to any District Council in the said Province, or to any Board, Trustees, Commissioners, or other persons or person, having the care of, or making, or executing any public works in the said Province, and at such rate of interest not exceeding six per centum, per annum, as may be agreed upon in any such case, and to take and accept from such Government, District Council, or any such Board, Trustees, Commissioners, or other persons or person, such assignment, grant, demise, or security of or upon any public revenues or property of the said Province, or upon any rates, tolls, charges, or assessments within the said Province, or such other security for the repayment of the money so to be advanced, and also for the interest thereof as to the said Company shall appear satisfactory, and which shall be good, valid, and effectual for the purposes expressed therein, and shall and may be enforced for the benefit of the said Company, and to do all acts that may be necessary for the advancing such sums of money and recovering and obtaining repayment thereof, and for enforcing the payment of all interest (if any) accruing therefrom, or any conditions

annexed

annexed to such advances, or any forfeitures consequent on the non-payment thereof, or any parts thereof, respectively, and to give receipts, acquittances and discharges for the same either absolutely, wholly or partially, and for all and every or any of the foregoing purposes, to lay out and employ the Capital and property for the time being, of the said Company, or any part of the monies authorized to be hereafter raised by the Company in addition to their Capital for the time being, and to do, assent to, and exercise all acts whatsoever in the opinion of the Directors of the said Company, for the time being, requisite or expedient to be done in regard thereto.

IV. And be it enacted, that it shall be lawful for the Company, and they are hereby empowered to acquire by purchase, mortgage, or otherwise, and to hold either absolutely or conditionally, any property, lands and hereditaments in the said Province, and to lay out and apply the Capital and other property for the time being of the Company, or any monies raised by the Company, in acquiring by purchase, or mortgage, or otherwise, such property, lands and hereditaments in the said Province.

V. And be it enacted, that it shall be lawful for the Company, from time to time, to deal with and dispose of all lands acquired and possessed or held in Trust for the Company, or contracted for, or to which the said Company shall be entitled, or of any part thereof, by such mortgage, lease, or other disposition thereof, which they may deem most conducive to the promoting the objects and advantage of the Company, and the Company shall be and they are hereby authorized and empowered to lay out and invest their capital and property for the time being, or any monies to be raised by them in so dealing and disposing of their lands.

VI. And be it enacted, that it shall be lawful for the said Company to be invested with and exercise any further powers which the Parliament of the United Kingdom of Great Britain and Ireland shall from time to time by any Act or Acts to be at any time passed, thereby give to the said Company, and to do all acts necessary for the exercise of such powers, in the same manner and to the same extent as if the said further powers were expressly given, and the said acts expressly authorized by the present Act; and in such case, it shall be lawful for the said Company, in furtherance and execution of the powers so given to it, and in doing the acts so authorized, to apply and deal with the property and capital for the time being of the said Company, and the monies hereafter authorised to be raised by the said Company in the same manner and to the same extent as if such dealings, with and application of such property, capital and monies had been expressly authorized among the purposes for which the said Company was incorporated; and the said Company shall be bound and required to do all such acts, and

to

to exercise all such further powers as may at any time be authorized or given to it by such authority as aforesaid, in such inanner and subject to all such limitations, conditions and provisions as may be prescribed and provided by any Act of the said Parliament, whereby such powers shall be given or such acts authorized; and such limitations, conditions and provisions shall have effect in the same manner and to the same extent as if prescribed and provided by the present or any other Act of the Legislature of this Province; and in case the Imperial Parliament shall at any time repeal the whole or any part of such Act or Acts giving further powers, the said powers shall cease in the same manner, and to the same extent, as if such Act or Acts had been repealed by an Act of the Legislature of this Province.

VII. And be it enacted, that all conveyances to be made by the Company, under or by virtue of, or in pursuance of the several powers and authorities given to it by this Act, may be made according to the form in the Schedule (A.) to this Act annexed, or as near thereto as the circumstances will admit.

VIII. And be it enacted, that in any such conveyance of lands to be made by the Company, the word "Grant" shall operate as express covenants by the Company for themselves and their successors, with the respective grantees therein named, and the successors, heirs, executors, administrators and assigns of such grantees, according to the quality or nature of such grants, and of the estate or interest therein expressed, to be thereby conveyed as follows, except so far as the same shall be restrained or limited by express words contained in any such conveyance; (that is to say :) A Covenant, that notwithstanding any act or default done by the Company, they were at the time of the execution of such conveyance seized, or possessed of the lands or premises thereby granted for an indefeasible estate of inheritance, in fee simple free from all incumbrances, done or occasioned by them or otherwise, for such estate or interest as therein expressed, to be thereby granted free from incumbrances done or occasioned by them: A Covenant, that the grantee of such lands, his heirs, successors, executors, administrators and assigns (as the case may be) shall quietly enjoy the same against the Company and their successors, and all other persons claiming under them, and be indemnified and saved harmless by the Company and their successors from all incumbrances created by the Company: A Covenant for further assurance of such lands at the expense of such grantee, his heirs, successors, executors, administrators, or assigns, (as the case may be) by the Company or their successors, and all other persons claiming under them, and all such grantees, and their several successors, heirs, executors, administrators and assigns, respectively, according to their respective quality or nature, and the estate or interest in such conveyance expressed to be conveyed, may in all actions brought by them assign breaches of covenants as they might do if such covenant were expressly inserted in such conveyance.

Form of conveyance.

Effect of the

word "Grant"

in conveyance.

Form of mort

gage and bond.

Company to demand and receive half

in advance.

IX. And it is enacted, that every Mortgage and Bond for securing money borrowed from the Company, shall be by deed under seal wherein the consideration shall be duly stated, and every such Mortgage or Bond may be according to the form in the Schedule (B.) to this Act annexed, or as near as the circumstances will admit.

X. And be it enacted, that the said Company may and are hereby empowered to demand and receive in advance from any person or persons, or from the Governyearly interest ment of this Province, or from any District Council, Board, Trustee or Commissioners, or other person or persons, the half yearly interest from time to time accruing on any loans granted by the said Company, under and by virtue of the powers given them by this Act, any Law or Statute of this Province, or of the late Province of Upper Canada, notwithstanding.

Capital and number of shares.

Shares to be

personal estate.

Registry of shareholders.

Addresses of shareholders.

XI. And be it enacted, that the capital of the said Company shall be five hundred thousand pounds, and shall be divided into twenty-five thousand shares, each of the amount of twenty pounds; and such shares shall be numbered in arithmetical progression, beginning with number One, and be respectively distinguished by the numbers affixed to them.

XII. And be it enacted, that all shares in the undertaking shall be personal estate, and transmissible as such, and shall not be of the nature of real estate.

XIII. And be it enacted, that the Company shall keep a book, to be called "The Register Book of Shareholders ;" and in such book shall be fairly and distinctly entered, from time to time, the names of the several Corporations, and the names and additions of the several persons, being Shareholders of the Company, the number of shares to which such Shareholders shall be respectively entitled, distinguishing each share by its number, and the amount of the subscriptions paid on such shares; and such book shall be authenticated by the Common Seal of the Company being affixed thereto.

XIV. And be it enacted, that in addition to the said register of shareholders, the Company shall provide a proper book to be called "The Shareholders' Address Book," in which the Secretary shall, from time to time, enter the places of abode of the several Shareholders of the Company; and every Shareholder, or if such Shareholder be a Corporation, the Clerk or Agent of such Corporation, may at all convenient times peruse such book gratis, and may require a copy thereof, or of any part thereof; and for every hundred words so required to be copied, the Secretary may demand a sum not exceeding six pence.