of Viger, DeWitt and Company, by leaving a copy of such transfer at the office Each member of the Corpoat least forty ration to hold shares. Subscriptions how to be paid in. VIII. And be it enacted, that each of the Members of the said Corporation shall subscribe and pay as hereinafter required, for at least forty shares of the said Capital Stock, and shall be a holder of the said Capital Stock to that extent so long as he continues a Member of the said Corporation; and it shall and may be lawful for any persons, Her Majesty's subjects or foreigners, to subscribe for so many shares of the said Capital Stock as they may think fit; and that the shares respectively subscribed for, shall be payable in equal instalments, that is to say, ten per centum on the amount of Stock subscribed by any party, shall be deposited at the time of subscribing with the agent appointed to open the books of such Bank, or in some Chartered Bank within the Province, to be called for by the said Members of the said Corporation or a majority of them, as soon as they may deem it expedient, and the remainder shall be payable at such period as the said Members of the said Corporation or a majority of them shall agree upon : Provided no instalment shall exceed ten per centum upon the Capital Stock, or Proviso. be called for or become payable in less than thirty days after public notice to that effect shall have been given, in two or more of the newspapers published in the City of Montreal, in the English and French languages: and executors, administrators and curators, paying instalments on the shares of deceased Shareholders shall be and they hereby are respectively indemnified for paying the same: Provided always, that one half of the amount of the Capital Stock shall be Proviso. subscribed for and be actually paid in, before the Bank shall commence business, and that the residue of the said Capital Stock shall be subscribed for within twenty-four months after the Bank shall have commenced business, and that the whole amount of the Capital so subscribed shall be called in and paid within four years from the passing of this Act: Provided always, that nothing in this Proviso. section contained shall be construed to prevent the transfer of Stock from the Banking Copartnership of Viger, DeWitt and Company, to the Corporation created by this Act as hereinbefore provided, or to interfere with the provisions hereinbefore contained respecting the transfer of the last mentioned Stock. B Penalty on shareholders neglecting to ments when called for. IX. And be it enacted, that if any Shareholder, whether he be a Member of the said Corporation or a partner in commendam (commanditaire,) shall refuse or pay the instal neglect to pay any one or more of the instalments upon his, her or their shares of the said Capital Stock, at the time or times required by public notice as aforesaid, such Shareholder shall incur a forfeiture, to the use of the said Corporation, of a sum of money equal to ten pounds per centum on the amount of such share; and moreover, it shall be lawful for the Members of the said Corporation or a majority of them, (without any formality other than thirty days of public notice of their intention) to sell at public auction the said shares, or so many of the said shares as shall, after deducting the reasonable expenses of the sale of the same, yield a sum of money sufficient to pay the unpaid instalments due on the remainder of the said shares and the amount of forfeitures incurred upon the whole; and the President or Vice President, or Cashier of the said Corporation shall execute the transfer to the purchaser of the shares of Stock so sold, and such transfer, being accepted, shall be as valid and effectual in law as if the same had been executed by the original holder or holders of the shares of Stock thereby transferred: Provided always, that nothing in this section contained, shall be held to debar the Members of the said Corporation or a majority of them, at a general meeting, from remitting either in whole or in part, and conditionally or unconditionally, any forfeiture incurred by the non-payment of instalments as aforesaid: And it shall be lawful for any Shareholder, whether he be a Member of the said Corporation or a partner in commendam (commanditaire), to pay up the whole or any part of the Stock so subscribed for by him: Provided always, that no instalment so to be paid shall be less than ten pounds per centum on the amount of the share or shares to which such instalment shall apply; and any instalment that may be so paid in advance, shall entitle the Stockholder to a share of profits proportioned to the instalments voluntarily paid, in the same manner as if the payment of such instalments had been required by notice under this Act as aforesaid; and the said instalments so voluntarily paid in shall be in all respects regarded in the same light, and treated in the same manner as if the same had been required to be paid in, by public notice under this Act, as aforesaid. Proviso. The Corpora tion may remit such penalty. Voluntary payments allowed. Proviso as to the amount of such voluntary payments, &c. New members of the Corpo ration may be admitted. X. And be it enacted, that it shall be lawful for the said Corporation to add to the number of its Members; provided always that the number of the Members of the said Corporation shall not at any time be less than seven or more than fifteen, and that any person hereafter to be admitted as a Member of the said Corporation, shall be admitted on the same terms and conditions in all respects as the persons above named and any person or persons hereafter becoming a Member of the said Corporation, as aforesaid, shall be subject in all respects to the same liabilities as the persons above named are subject to as Members of the the said Corporation, and enjoy all the advantages, privileges and immunities that the persons above named can or may enjoy as Members of the said Corporation as aforesaid And provided also, that if, from any cause whatever, the number of the Members of the said Corporation be reduced to a less number than seven, the said Corporation shall not be deemed or taken to be thereby dissolved, but it shall be the duty of the remaining Members of the said Corporation, whatever may be their number, within three months, to add to the number of their Members, so as to make up the number required by the foregoing provisions of the Law. Members may be expelled in XI. And be it enacted, that any person who now is, or hereafter be may a Member of the said Corporation, shall be liable to be and may be expelled there- certain cases. from, if his expulsion be declared necessary and be pronounced by a vote of at least three-fourths of the Members present at a meeting of the Members of the said Corporation, called specially for that purpose: Provided the person proposed Proviso. to be expelled be notified to appear at least fifteen days previous to the said meeting. Vacancies in the Corporation how filled. XII. And be it enacted, that in case of the death, retirement or expulsion of any one or more of the Members of the said Corporation, the remaining Members of the said Corporation may fill the vacancy or vacancies so caused, by admitting a new Member into the said Corporation in the place and stead of each of the said Members who may have so died, retired or been expelled: Provided always, that Proviso. no such new Member shall be so admitted into the said Corporation unless the consent of the remaining Members of the said Corporation be testified by a vote of at least three-fourths of the said remaining Members of the said Corporation, at a meeting to be called specially for that purpose. XIII. And be it enacted, that when any person, being a Member of the said Corporation, shall, from any cause whatever cease to be a Member of the said Corporation, the Stock belonging to such former Member of the said Corporation shall, during the continuance of this act, continue to form a part of the Capital Stock of the said Corporation; and such retired or expelled Member, and the legal representative or representatives of a deceased Member shall be in all respects subject to all the liabilities, and enjoy all the rights immunities and advantages of a partner in commendam (commanditaire) of the said Corporation, to the extent of the Stock so belonging to him. XIV. And be it enacted, that the shares of the Capital Stock of the said Corporation shall be held and adjudged to be personal Estate, and be transmissable accordingly, and shall be assignable and transferable at the Bank, according to the form of Schedule B. annexed to this Act; but no assignment or transfer shall be Consequences of expulsion of the member expelled. Stock to be personal pro. porty, and transissable accordingly. Lien of the Corporation of due to it. Parts of shares not transferable. Stock sold un der execution. valid and effectual unless it be made and registered in the books so to be kept by the said Corporation for that purpose, nor until the person or persons making the same shall previously discharge all debts and liabilities contracted by him, her or them, and which may be due or owing, or to become due or owing to the said Corporation, and which may exceed in amount the remaining Stock (if any) belonging to such person or persons; and the said Corporation shall have a lien and stock for debts privilege on the Stock of the said Corporation belonging to any Member thereof, or to any partner in commendam (commanditaire) for the payment of any debts or liabilities due or owing by any such Member of the said Corporation, or partner in commendam (commanditaire) to the said Corporation; and no fractional part or parts of a share, or other than a whole share, shall be assignable or transferable; and when any share or shares of the said Capital Stock shall have been sold under a Writ of Execution, the Sheriff by whom the Writ shall have been executed shall, within thirty days, after the sale, leave with the Cashier of the Corporation an attested copy of the Writ with the certificate of such Sheriff endorsed thereon, certifying to whom the sale has been made, and thereupon (but not until after all debts due by the original holder or holders of the said shares, or any copartnership in which the said holder may be interested, to the Corporation shall have been discharged as aforesaid,) the President or Vice-President, or Cashier of the Corporation shall execute the transfer of the share or shares so sold to the purchaser, and such transfer, being duly accepted, shall be to all intents and purposes, as valid and effectual in Law as if it had been executed by the original holder or holders of the said shares; any Law or usage to the contrary notwithstanding: Provided always, that each Member of the said Corporation shall at all times retain in his own name and possession the number of shares of the said Capital Stock of the said Corporation, as are required to make a person eligible to be a Member of the said Corporation, that is to say forty shares. Proviso. Division of profits. Dividends, where paya ble. Proviso. Stock not to be impaired. Regular books to be kept, XV. And be it enacted, that the profits of the said Corporation shall be divided between all the said holders of the said Stock, whether they be Members of the said Corporation or partners in commendam (commanditaires) as aforesaid, in proportion to the Stock held by each such Member or partner in commendam (commanditaire); and it shall be the duty of the said Corporation to make half yearly dividends on the first Monday of March and September in each year, of so much of the profits of the said Corporation as to them shall appear advisable; and such dividends shall be payable at such place or places as the said Corporation shall appoint, and of which they shall give fifteen days public notice previously: Provided always, that such dividend shall not, in any manner, lessen or impair the Capital Stock of the said Corporation. XVI. And be it enacted, that regular books of account shall be kept by the said and balanced Corporation, and the books so to be kept shall be balanced semi-annually; and before &c. before the declaration of each and every dividend, statements of the assets and half-yearly, liabilities of the Corporation shall be made, together with an inventory of all the property real and personal belonging to the said Corporation. XVII. And be it enacted, that the said books of account which it shall be the duty of the said Corporation to keep, as aforesaid, and the statement and inventory which it shall be the duty of the said Corporation to prepare semi-annually, as aforesaid, and all vouchers connected therewith, and generally all the deeds, books and papers of the said Corporation, shall, during the last fifteen days of the months of February and August, in each and every year, but at no other period, be open to the examination of a Board of Audit, to be elected as hereinafter provided; the said deeds, books and papers shall not, however, be removed from the office of the said Bank. XVIII. And be it enacted, that on the first Monday of March, in every year during the continuance of this Act, a general meeting of all the Stockholders of the said Corporation, including as well the Members of the said Corporation as each of the said partners in commendam (commanditaires), shall be held at the office of Montreal of the said Corporation, of which general meeting one month's notice shall be given in two or more of the newspapers published in the said City of Montreal, in the English and French languages; and at the said meeting a full and clear statement of the affairs of the said Corporation shall be submitted, containing on the one part the amount of Capital Stock paid in, the amount of Notes of the Bank in circulation, the net profits in hand, the balances due to other Banks and Institutions, and the cash deposited in the Bank, distinguishing Deposits bearing interest from those not bearing interest, and on the other part the amount of current Coins and Gold and Silver Bullion in the vaults of the Bank, the value of buildings and other real estate belonging to the Bank, the balances due to the Bank from other Banks and Institutions, and the amount of debts owing to the Bank including and particularising the amounts so owing on Bills of Exchange, Discounted Notes, Mortgages and Hypothecs, and other Securities; thus exhibiting, on the one hand, the liabilities of, or debts due by the Bank, and on the other hand, the assets and resources thereof; and the said statement shall also exhibit the rate and amount of the then last dividend declared, the amount of profits reserved at the time of declaring such dividend, and the amount of debts to the Bank over-due and not paid, with an estimate of the loss which may probably be incurred from the non-payment of such debts. XIX. And be it enacted, that at the annual general meeting so to take place on the first Monday of March, all the said partners in commendam (commanditaires) of the said Corporation then present, shall, by vote, elect from among themselves, three |