| Copyright (c) Queen's Printer, Victoria, British Columbia, Canada | Licence Disclaimer |
| This archived statute consolidation is current to November 5, 2001 and includes changes enacted and in force by that date. For the most current information, click here. |
[Updated to May 14, 2001]
|
Contents |
||
|
Section |
||
Arrears of interest, when to be set by appointment of receiver | ||
1 (1) In this Act:
"prescribed", when used with reference to a matter stated in this Act, must be construed to refer to that matter as it is prescribed or provided for in the special Act, and the sentence in which the word "prescribed" occurs must be construed as if, instead of that word, the expression "prescribed for that purpose in the special Act" had been used;
"special Act" means an Act incorporating a joint stock company to which the Companies Clauses Consolidation Act, 1845, passed by the Parliament of Great Britain and Ireland in the eighth year of the reign of Her late Majesty Queen Victoria, chapter 16, applied on May 8, 1897, and any Act of the Legislature passed after May 8, 1897 incorporating a joint stock company for the purpose of carrying on any undertaking, and with which this Act is incorporated;
"undertaking" means the undertaking of works, of whatever nature, that are by the special Act authorized to be executed.
(2) Both in this Act and in the special Act:
"company" means the company constituted by the special Act;
"county" means any county as constituted and defined by or under the County Boundary Act;
"directors" means the directors of the company, and includes all persons having the direction of the undertaking, whether under the name of directors, managers, committee of management, trustees or under any other name;
"lease" includes an agreement for a lease;
"secretary" means the secretary of the company, and includes the word clerk;
"shareholder" means shareholder, proprietor or member of the company, and in referring to any such shareholder, expressions properly applicable to a person apply to a corporation.
2 (1) This Act applies to every joint stock company to which the Companies Clauses Consolidation Act, 1845 applied on May 8, 1897 and also to every joint stock company incorporated by an Act of the Legislature passed after May 8, 1897, for the purpose of carrying on any undertaking.
(2) This Act is incorporated with the special Act by which the joint stock company is incorporated.
(3) The provisions of this Act, except as they are expressly varied or excepted by the special Act
(a) apply, so far as they are applicable, to the joint stock company and to the undertaking for which the joint stock company is incorporated, and
(b) with the provisions of every other Act that is incorporated with the special Act, form part of the special Act and must be construed with it as forming one Act.
3 (1) For the purpose of incorporating some portion of this Act with any other Act, it is sufficient to enact in that other Act that the provisions of this Act with respect to the matter proposed to be incorporated, describing the provisions by the numbers of the sections of this Act, are incorporated with that Act.
(2) If provisions of this Act are incorporated with another Act under subsection (1), all the provisions of this Act with respect to the matter incorporated, except as they are expressly varied or excepted by that Act, form part of that Act, and that Act must be construed as if the substance of the provisions were set out in it with reference to the matter to which that Act relates.
4 (1) Every company to which this Act applies is subject to and must comply, with the necessary changes, with the Company Act as to the following:
(a) an annual list of members and summary;
(b) a registered office;
(c) a register of directors and notification to the Registrar of Companies;
(d) the registration of mortgages and charges.
(2) Every person on whom the performance of an act or the fulfilment of a duty is imposed by subsection (1), who refuses, neglects or fails to perform the act or to fulfill the duty, commits an offence against this Act and is liable on conviction to a penalty of not less than $25 and not more than $300.
5 (1) Subject to subsection (3), a company incorporated by an Act of the Legislature enacted before October 1, 1973 may by special resolution filed with the Registrar of Companies make applicable to the company, with the necessary changes and so far as is applicable,
(a) the Company Act other than sections 2, 4, 10, 23 to 31, 35, 217, 218, 221, 247 to 255 and Parts 2 and 10, and
(b) regulations made under the Company Act other than
(i) regulations made in respect of the sections and Parts described in paragraph (a), and
(ii) regulations that expressly exclude their application to that company.
(2) The special resolution must be expressed to
(a) alter the memorandum of the company to exclude the application of this Act but it must not
(i) make applicable a provision inconsistent with the special Act, or exclude a provision required by the special Act,
(ii) make applicable a provision inconsistent with the nature of the objects of the company, or
(iii) make applicable a provision inconsistent with the requirements of a law of the Province which regulates the business or affairs of the company,
(b) amend the articles so that they comply with the provisions of the Company Act that will apply to the company, and
(c) authorize 2 or more directors to apply to the Registrar of Companies and for that purpose to execute the amended form of articles on behalf of the company and to deliver them to the Registrar of Companies with a certified copy of the special resolution and any other documents relating to the company that the Registrar may require.
(3) On the Registrar of Companies filing a certified copy of the special resolution and publishing it in the Gazette at the expense of the applicant, the date of publication in the Gazette is the date on which the following apply to the company:
(a) the provisions of the Company Act and the regulations other than the provisions that by reason of subsection (1) cannot be made applicable;
(b) the memorandum and articles referred to in subsection (2) (a).
6 (1) The capital of the company must be divided into shares of the prescribed number and amount.
(2) Share certificates must be issued for the shares and must be numbered in arithmetical progression beginning with number one so that every share is distinguished by its appropriate number.
7 All shares in the undertaking are personal estate, and transmissible as such, and are not of the nature of real estate.
8 Every person who has subscribed at least the prescribed sum to the capital of the company, or has otherwise become entitled to a share in the company, and whose name has been entered on the register of shareholders, is a shareholder of the company.
9 (1) The company must keep a book called the register of shareholders.
(2) There must be fairly and distinctly entered in the register of shareholders the names of the corporations, and the names and additions of the persons entitled to shares in the company, together with the number of shares to which the shareholders are respectively entitled, distinguishing each share by its number, and the amount of the subscriptions paid on the shares.
(3) The surnames or corporate names of the shareholders must be placed in alphabetical order in the register of shareholders.
(4) The register of shareholders must be authenticated by the common seal of the company being affixed to it, and the authentication must take place at the first ordinary meeting, or at the next subsequent meeting of the company, and at each ordinary meeting of the company.
10 (1) In addition to the register of shareholders, the company must provide a book, to be called the shareholders' address book, in which the secretary must enter in alphabetical order the corporate names and places of business of the corporate shareholders of the company, and the surnames of the other shareholders with their respective given names, residential addresses and descriptions, so far as they are known to the company.
(2) Every shareholder, or if the shareholder is a corporation, the clerk or agent of the corporation, may at all convenient times peruse the book free of charge, and may require a copy of it or of any part.
(3) For every 100 words required to be copied the company may demand a sum not exceeding 25¢.
11 (1) On demand of the holder of a share, the company must cause a certificate of the proprietorship of the share to be delivered to the shareholder.
(2) The certificate must have the common seal of the company affixed to it.
(3) The certificate must specify the share in the undertaking to which the shareholder is entitled.
(4) The certificate may be according to the form in Schedule A, or to the same effect.
(5) For the certificate the company may demand a sum not exceeding the prescribed amount, or if no amount is prescribed, then a sum not exceeding $1.
12 (1) A certificate delivered under section 11 must be admitted in all courts as proof in the absence of evidence to the contrary of the title of the shareholder, the shareholder's personal representatives, successors or assigns, to the specified share.
(2) Despite subsection (1), the want of the certificate does not prevent the holder of a share from disposing of it.
13 (1) If a certificate issued under section 11 is worn out or damaged, then on its production at a meeting of the directors, the directors may order it to be cancelled and another similar certificate must be given to the party in whom the property of the certificate, and of the share mentioned in it, is at the time vested.
(2) If the certificate is lost or destroyed, then on proof of loss or destruction to the satisfaction of the directors, a similar certificate must be given to the party entitled to the lost or destroyed certificate.
(3) If a certificate is given to a person under subsection (1) or (2), an entry of the substituted certificate must be made by the secretary in the register of shareholders, and for every certificate so given or exchanged the company may demand a sum not exceeding the prescribed amount, or if no amount is prescribed, then a sum not exceeding $1.
14 (1) In this section the expression "registrar and transfer agent" means a trust company or, in the case of a register of shareholders and register of transfers kept outside British Columbia, a corporation authorized to act as agent of any other corporation for the purpose of issuing, countersigning, registering or certifying the shares, debentures or other securities of the other corporation or the certificates for or other documents of title to any such securities.
(2) If the company keeps its register of shareholders and register of transfers at the office of a registrar and transfer agent, the company may, if authorized by its bylaws, provide that instead of certificates of its shares being actually signed by an officer of the company, a facsimile of the signature of a person who is authorized by the regulations of the company to sign certificates of its shares may be printed, engraved or otherwise reproduced on it, but no such certificate may be issued unless it is actually signed or countersigned by or on behalf of the registrar and transfer agent.
(3) This section applies, with the necessary changes, to bonds or debentures issued by the company under this Act and the special Act and to a register of mortgages and bonds.
15 (1) Subject to regulations under this Act or the special Act, a shareholder may sell and transfer all or any of the shareholder's shares in the undertaking, or all or any part of the shareholder's interest in the capital stock of the company, if the shares are, under this Act, consolidated into capital stock.
(2) Every transfer must be by deed in which the consideration must be truly stated.
(3) A deed may be in the form in Schedule B.
16 (1) The deed of transfer, when executed, must be delivered to the secretary, who must
(a) enter a memorial in a book to be called the register of transfers,
(b) endorse the entry on the deed of transfer, and
(c) on demand deliver a new certificate to the purchaser.
(2) For every such entry, together with the endorsement and certificate, the company may demand a sum not exceeding the prescribed amount, or if no amount be prescribed, then a sum not exceeding $1.
(3) On the request of the purchaser of a share, an endorsement of the transfer must be made on the certificate of each share, instead of a new certificate being granted.
(4) An endorsement under subsection (3), signed by the secretary, has the same effect as the issue of a new certificate.
(5) Until the deed of transfer has been delivered to the secretary
(a) the vendor of the share continues liable to the company for any calls that may be made on the share, and
(b) the purchaser of the share is not entitled to receive any share of the profits of the undertaking, or to vote in respect of the share.
17 A shareholder is not entitled to transfer a share, after a call has been made in respect of it, until the shareholder
(a) has paid the call, or
(b) has paid all calls for the time being due on every share held by the shareholder.
18 (1) The directors may
(a) close the register of transfers for the prescribed period, or if no period is prescribed, then for a period not exceeding 14 days previous to each ordinary meeting, and
(b) set a day for the closing of the register, of which 7 days' notice must be given by advertisement in a newspaper in accordance with this Act.
(2) A transfer made during the time when the transfer books are closed must, as between the company and the party claiming under the transfer, but not otherwise, be considered as made after the ordinary meeting.
19 (1) If the interest in a share or security of the company is transmitted in consequence of the death or insolvency of the shareholder, or by lawful means other than by a transfer under this or the special Act, the transmission must be authenticated by affidavit.
(2) The affidavit required to be made under subsection (1) must set out the manner in which and the person to whom the share has been transmitted.
(3) The affidavit must be left with the secretary of the company, who must enter the name of the person to whom the share is transmitted in the register of the shareholders.
(4) For every entry made under subsection (3), the company may charge and collect a prescribed fee, not in excess of the sum of $1.
(5) Until the requirements of this section are complied with, no person claiming under the transmission is entitled to receive the amount or value of any interest, dividend, coupon, bond, debenture, obligation or share, or to vote in respect of the share as the holder of it.
20 (1) If
(a) a share or other security of a company is transmitted under a testamentary act or instrument, or in consequence of an intestacy, and
(b) the probate of the will or letters of administration or document testamentary, or other judicial or official instrument under which the title, whether beneficial or as trustee, or the administration or control of the personal estate of the deceased is claimed to vest, purports to be granted by a court or authority in Canada, or in any other jurisdiction,
the probate of the will or letters of administration or the document testamentary or, in the case of a transmission by notarial will in the Province of Quebec, a copy of it certified in accordance with the laws of the Province of Quebec, or any other judicial or official instrument, or an authenticated copy of it or official extract from it under the seal of the court or other authority, without any proof of the authenticity of the seal or other proof whatever, must be produced, and a true copy of it, together with the affidavit made under section 19, must be deposited with the secretary of the company.
(2) The production and deposit of the probate or letters of administration or document testamentary or certified copy of the notarial will or the other judicial or official instrument or of the authenticated copy or extract is sufficient justification and authority to the directors of the company for paying the amount or value of any interest, dividend, coupon, bond, debenture, obligation or share, or for transferring or consenting to the transfer of any bond, debenture, obligation or share, in pursuance of and in conformity with the probate, letters of administration, document testamentary, notarial will, or other judicial or official instrument.
21 (1) The company is not bound to see to the execution of a trust, whether express, implied or constructive, to which any of the shares may be subject.
(2) The receipt of the party in whose name the share stands in the books of the company, or, if it stands in the names of more parties than one, the receipt of one of the parties named in the register of shareholders, is from time to time a sufficient discharge to the company for any dividend or other sum of money payable in respect of the share, despite any trusts to which the share may then be subject, and whether or not the company has had notice of the trusts.
(3) The company is not bound to see to the application of the money paid on such receipt.
22 (1) The several persons who have subscribed money towards the undertaking, or their legal representatives, respectively, must pay the sums respectively so subscribed, or the portions of them as are called for by the company, at the times and places appointed by the company.
(2) With respect to the provisions in this Act or the special Act for enforcing the payment of calls, the word "shareholder" extends to and includes the legal personal representatives of the shareholder.
23 (1) The company may make those calls of money on the respective shareholders, in respect of the amount of capital respectively subscribed or owing by them, as it thinks fit, if
(a) 21 days' notice at the least be given of each call,
(b) no call exceeds the prescribed amount, if any,
(c) successive calls are not made at less than the prescribed interval, if any, and
(d) the aggregate amount of calls made in one year does not exceed the prescribed amount, if any.
(2) Every shareholder is liable to pay the amount of the calls made, in respect of the shares held by that shareholder, to the persons and at the times and places required by the company.
24 If before or on the day appointed for payment a shareholder does not pay the amount of a call to which the shareholder is liable, then the shareholder is liable to pay interest for it at the rate allowed by law from the day appointed for the payment to the time of the actual payment.
25 (1) The company may, if it thinks fit, receive from any of the shareholders willing to advance the same, all or part of the money due on their respective shares beyond the sums actually called for.
(2) On the principal money paid in advance, or so much of it as exceeds the amount of the calls then made on the shares in respect of which the advance is made, the company may pay interest at the rate, not exceeding the legal rate of interest for the time being, that the shareholder paying the sum in advance and the company agree on.
26 If at the time appointed by the company for the payment of a call a shareholder fails to pay the amount of the call, the company may sue the shareholder for the amount of it in any court having jurisdiction, and recover it with lawful interest, from the day on which the call was payable.
27 In an action or suit brought by the company against a shareholder to recover money due for a call it is not necessary to set out the special matter in a pleading, but it is sufficient for the company to allege that
(a) the defendant is the holder of a specified number of shares in the company,
(b) the defendant is indebted to the company, as a result of a specified number of calls of specified amounts that are in arrears, in the sum of money to which the calls in arrears amount, and
(c) an action has accrued to the company under this and the special Act.
28 (1) On the trial or hearing of the action or suit it is sufficient to prove the following:
(a) the defendant at the time of making the call was a holder of one share or more in the undertaking;
(b) the call was in fact made;
(c) notice of the call was given as is directed by this or the special Act.
(2) On the trial or hearing it is not necessary to prove the appointment of the directors who made the call, nor any other matter.
(3) If it proves the facts referred to in subsection (1), the company is entitled to recover what is due on the call, with interest, unless it appears that
(a) the call exceeds the prescribed amount,
(b) due notice of the call was not given,
(c) the prescribed interval between 2 successive calls had not elapsed, or
(d) calls amounting to more than the sum prescribed for the total amount of calls in one year had been made within that period.
29 The production of the register of shareholders is proof in the absence of evidence to the contrary of the defendant being a shareholder, and of the number and amount of the defendant's shares.
30 If a shareholder fails to pay a call payable by that shareholder, together with the interest, if any, that has accrued, the directors, at any time after the expiration of 2 months from the day appointed for payment of the call, may declare the share for which the call was payable forfeited, whether the company has sued for the amount of the call or not.
31 (1) Before declaring a share forfeited the directors must cause notice of that intention to be left at or transmitted by post to the usual or last place of residence of the person appearing by the register of shareholders to be the proprietor of the share.
(2) If the holder of that share is abroad, or if the holder's usual or last place of residence is not known to the directors because of its being imperfectly described in the shareholders' address book, or otherwise, or if the interest in the share is known by the directors to have become transmitted otherwise than by transfer, but a declaration of the transmission has not been registered and so the address of the parties to whom the same may have been transmitted or may for the time being belong is not known to the directors, the directors must give public notice of the intention in a newspaper in accordance with this Act.
(3) The notices must be given at least 21 days before the directors make the declaration of forfeiture.
32 (1) A declaration of forfeiture does not take effect to authorize the sale or other disposition of a share until the declaration has been confirmed at a general meeting of the company to be held not less than 2 months after the day on which the notice of intention to make the declaration of forfeiture is given.
(2) The company may confirm the forfeiture at a meeting, and by an order at the meeting, or at a subsequent general meeting, direct the forfeited share referred to in subsection (1) to be sold or otherwise disposed of.
33 (1) After confirmation of a forfeiture the directors may sell the forfeited share, either by public auction or private contract, and if there is more than one forfeited share, then either separately or together.
(2) Any shareholder may purchase a forfeited share.
34 (1) An affidavit by a person not interested in the matter, that
(a) the call for a share was made,
(b) notice was given,
(c) default in payment of the call was made, and
(d) the forfeiture of the share was declared and confirmed in the manner required,
is sufficient evidence of those facts, and the declaration, and the receipt of the treasurer of the company for the price of the share, constitutes a good title to the share.
(2) A certificate of proprietorship must be delivered to the purchaser of a forfeited share, and on delivery of the certificate
(a) the purchaser becomes the holder of the share,
(b) the share is discharged from all calls due prior to the purchase,
(c) the purchaser is not bound to see to the application of the purchase money, and
(d) the purchaser's title to the share is not affected by any irregularity in the proceedings in reference to the share.
35 (1) The company must not sell or transfer more of the shares of a defaulter than will be sufficient, as nearly as can be ascertained at the time of the sale, to pay the arrears then due from the defaulter on account of any calls, together with interest and expenses attending the sale and declaration of forfeiture.
(2) If the money produced by the sale of the forfeited shares is more than sufficient to pay all arrears of calls and interest due at the time of the sale and the expenses for the declaration of forfeiture and sale, the surplus must, on demand, be paid to the defaulter.
36 If payment of the arrears of calls and interest and expenses is made before a share forfeited and vested in the company is sold, the share reverts to the party to whom the share belonged before the forfeiture, in the manner as if the calls had been duly paid.
37 If a share of the capital of the company is declared forfeited under the provisions for the forfeiture of shares for nonpayment of calls and the forfeiture is confirmed by a meeting in accordance with those provisions and notice of the forfeiture has been given, then, if the directors of the company are unable to sell the share for a sum equal to the arrears of calls and interest and expenses due, the company at any general meeting held not less than 2 months after the notice is given may, if payment of the arrears of calls, interest and expenses due is not made by the registered holder of the share before the meeting is held, resolve that the share instead of being sold is to be cancelled, and the share must be cancelled accordingly.
38 An affidavit stating that a sum of money sufficient to pay the arrears of calls, interest and expenses due for the share could not at the time of the cancellation of the share be obtained for it, is sufficient evidence of that fact.
39 If it is resolved that a share is to be cancelled, the holder of it, from and after the passing of the resolution, is precluded from all right and interest in and for it, but subject to section 40, the cancellation does not affect the liability of the last registered holder of the share to pay to the company all arrears of calls, interest and expenses due for the share at the time of the cancellation, or the power of the company to enforce payment by action or otherwise.
40 (1) If the company enforces the payment of the arrears of calls, interest and expenses under section 39, the value of the share at the time of its cancellation must be deducted from the amount then due.
(2) If payment of all arrears of calls, interest and expenses is made before the meeting is held, the share reverts to the person to whom it belonged at the time of forfeiture, and must be re-entered on the company's register accordingly.
41 (1) If a share is declared forfeited, or if a sum payable on a share remains unpaid, the company, with the consent in writing of the registered holder of the share, and with the sanction of the general meeting, may resolve that the share is cancelled.
(2) On cancellation of a share under subsection (1), all liabilities and rights with respect to the share are extinguished.
42 The company may from time to time accept, on the terms it thinks fit, surrenders of shares that have not been fully paid up.
43 The company must not pay or refund to a shareholder money for or in respect of the cancellation or surrender of a share.
44 The company may, in place of shares that have been cancelled or surrendered, issue new shares of amounts as will allow them to be conveniently apportioned or disposed of according to the resolution of an ordinary or extraordinary meeting of the company, and may set the amounts and times of payment of the calls on the new shares and dispose of them on the terms resolved on, but the aggregate nominal amount of the new shares must not exceed the aggregate nominal amount of the shares in place of which the new shares are issued, after deducting the amount actually paid up in respect of the shares cancelled or surrendered.
45 If a company, incorporated for the purpose of carrying on any undertaking, is authorized by a special Act passed after May 8, 1897, and incorporating this section, to raise an additional sum by the issue of new ordinary shares or by the issue of new ordinary stock, or, at the option of the company, by either of those methods, then the company, with the sanction of the proportion of the votes of the shareholders and stockholders entitled to vote in that behalf at meetings of the company, present, personally or by proxy, at a meeting of the company specially convened for the purpose, as is prescribed in the special Act, and if no proportion is prescribed, then of 3/5 of those votes, may, for the purpose of raising the additional sum, create and issue, accordingly as the authority given by the special Act extends to shares only or to stock only or to both, new ordinary shares, of the nominal amount, and subject to the payment of calls of the amounts, and at the times, that the company thinks fit, or new ordinary stock as the company thinks fit.
46 (1) If a company is authorized by a special Act passed after May 8, 1897, and incorporating this section and sections 47 and 48, to raise an additional sum by the issue of new preference shares, or by the issue of new preference stock, or, at the option of the company, by either of those methods, then the company, with the sanction in section 45, may, for the purpose of raising the additional sum, create and issue, accordingly as the authority given by the special Act extends to shares only, or to stock only, or to both, new shares or new stock, either ordinary or preference, and either of one class and with similar privileges, or of several classes and with different privileges, and of the same or different amounts, and respectively with any fixed, fluctuating, contingent, preferential, perpetual, terminable, deferred or other dividend or interest, not exceeding the rate prescribed in the special Act, and if no rate is prescribed, then not exceeding the rate of 5% a year, and subject, as to any such new shares, to the payment of calls of the amounts and at the times that the company from time to time thinks fit.
(2) Any preference assigned to shares or stock referred to in subsection (1) under the special Act does not affect any guarantee or any preference or priority in the payment of dividend or interest on shares or stock that may have been granted by the company under or confirmed by any previous Act, or that may be otherwise lawfully subsisting.
47 (1) The preference shares or preference stock so issued are entitled to the assigned preferential dividend or interest, out of the profits of each year, in priority to the ordinary shares and ordinary stock of the company.
(2) If in any year ending on the day prescribed in the special Act, and if no day is prescribed, then on December 31, there are no profits available for the payment of the full amount of preferential dividend or interest for that year, no part of the deficiency may be made good out of the profits of a subsequent year, or out of other funds of the company.
48 The terms to which any preference share or preference stock is subject must be clearly stated on the certificate of that preference share or portion of preference stock.
49 If, after having created new shares or new stock, the company determines not to issue the whole of the new shares or new stock, it may cancel the unissued new shares or new stock.
50 (1) If at the time of the issue of new shares or new stock the ordinary shares or ordinary stock of the company are at a premium, then, unless the company, before the issue of the new shares or stock, otherwise determines, the new shares or new stock then issued must be of an amount that will conveniently allow them to be apportioned among the then holders of the ordinary shares and ordinary stock, respectively, in proportion, as nearly as conveniently may be, to the ordinary shares and ordinary stock held by them respectively, and must be offered to them at par in that proportion.
(2) The company is not obliged to apportion or offer any new shares or new stock unless the amount of every new share or portion of new stock to be offered would, if so apportioned, be at least the sum prescribed in the special Act, and if no sum is prescribed, then at least $100.
51 (1) The offer of new shares or stock under section 50 must be made by letter, under the hand of the treasurer or secretary of the company, given to every such shareholder or stockholder referred to in that section, or sent by post addressed to the shareholder or stockholder according to his or her address in the shareholders' or stockholders' address book, or left for the shareholder or stockholder at his or her usual or then last known place of residence.
(2) Every offer made under subsection (1) by letter sent by post must be considered as made on the day on which the letter in due course of delivery ought to be delivered at the place to which it is addressed.
52 The new shares or portions of new stock offered vest in and belong to the shareholders or stockholders who accept them or to their nominees.
53 (1) If any shareholder or stockholder fails for the time prescribed in the special Act, and if no time is prescribed, then for one month, after the offer to the shareholder or stockholder of new shares or new stock, to signify the shareholder's or stockholder's acceptance of them, or any part of them, then, at the expiration of that period, the shareholder or stockholder is deemed to have declined the offer of the new shares or new stock, or the part of them, and they may be disposed of by the company as provided in this Act.
(2) If a shareholder or stockholder, from absence abroad or other cause satisfactory to the directors of the company, omits to signify within the time the shareholder's or stockholder's acceptance of the new shares or stock offered to the shareholder or stockholder, the directors, if they think proper, may permit the shareholder or stockholder to accept them, even if the time has elapsed.
54 Subject to sections 1 to 53, the company may dispose of new shares and new stock at the times, to the persons, on the terms and in the manner the directors think advantageous to the company.
55 (1) If execution is issued against the property or effects of the company, and there cannot be found sufficient property or effects on which to levy the execution, the execution may be issued against any of the shareholders to the extent of their shares in the capital of the company not then paid up.
(2) Execution must not issue against a shareholder except on an order of the court in which the proceeding was brought or instituted, made on motion in open court after sufficient notice in writing to the persons sought to be charged, and on the motion the court may order execution to issue accordingly.
(3) For the purpose of ascertaining the names of the shareholders and the amount of capital remaining to be paid on their respective shares, it is lawful for a person entitled to the execution at all reasonable times to inspect the register of shareholders without fee.
56 If, by means of the execution, a shareholder pays a sum beyond the amount then due from the shareholder in respect of calls, the shareholder must immediately be reimbursed that additional sum by the directors out of the funds of the company.
57 If the company is authorized by the special Act to borrow money on mortgage or bond, it may, subject to the restrictions contained in the special Act, borrow on mortgage or bond the sums that are, by an order of a general meeting of the company, authorized to be borrowed, not exceeding in the whole the sum prescribed by the special Act and, for securing the repayment of the money borrowed, with interest, to mortgage the undertaking, and the future calls on the shareholders, or to give bonds in the manner mentioned in this Act.
58 If, after having borrowed any part of the money authorized to be borrowed on mortgage or bond, the company pays it off, it may again borrow the amount paid off, but the power of reborrowing must not be exercised without the authority of a general meeting of the company, unless the money is reborrowed to pay off an existing mortgage or bond.
59 (1) If by the special Act the company is restricted from borrowing money on mortgage or bond until a definite portion of its capital is subscribed or paid up, or if by this or the special Act the authority of a general meeting is required for the borrowing, the certificate of a justice that the definite portion of the capital has been subscribed or paid up, or a copy of the order of the general meeting of the company authorizing the borrowing of the money, certified by one of the directors or by the secretary to be a true copy, is sufficient evidence of the fact of the capital required to be subscribed or paid up having been subscribed or paid up, or of the order for borrowing money having been made, as the case may be.
(2) On production to a justice of the books of the company and of other evidence that the justice thinks sufficient, the justice must grant the certificate.
60 (1) Every mortgage or bond for securing money borrowed by the company must be by deed under the common seal of the company, and in which the consideration must be truly stated.
(2) A mortgage deed or bond may be according to the form in Schedule C or D, or to similar effect.
61 The respective mortgagees are entitled one with another to their respective proportions of the tolls, sums and premises comprised in the mortgages, and of the future calls payable by the shareholders, if comprised in the mortgages, according to the respective sums in the mortgages mentioned to be advanced by the mortgagees respectively, and to be repaid the sums advanced, with interest, without preference one above another by reason of priority of the date of the mortgage, or of the meeting at which it was authorized.
62 Unless expressly provided, no mortgage, although it should comprise future calls on the shareholders, precludes the company from receiving and applying to the purposes of the company any calls to be made by the company.
63 The respective obligees in bonds are, proportionally according to the amount of the money secured, entitled to be paid, out of the tolls or other property or effects of the company, the respective sums mentioned in and intended to be secured by the bonds, without any preference one above another by reason of priority of date of any of the bonds, or of the meeting at which any bond was authorized, or for any other reason.
64 (1) A register of mortgages and bonds must be kept by the secretary.
(2) Within 14 days after the date of a mortgage or bond an entry or memorial must be made in the register specifying
(a) the number and date of the mortgage or bond,
(b) the sums secured by it, and
(c) the names of the parties to it, with their proper additions.
(3) The register may be perused at all reasonable times without fee by
(a) a shareholder,
(b) a mortgagee or bond creditor of the company, or
(c) a person interested in the mortgage or bond.
65 (1) A party entitled to a mortgage or bond may transfer the party's right and interest in it to any other person.
(2) Every transfer referred to in subsection (1) must be by deed, in which the consideration is truly stated, and every transfer may be according to the form in Schedule E, or to similar effect.
66 (1) Within 30 days after the date of the transfer, if executed within British Columbia, or otherwise within 30 days after the arrival of it in British Columbia, it must be provided to the secretary.
(2) On a transfer being provided under subsection (1), the secretary must cause an entry or memorial of it to be made in the same manner as in the case of the original mortgage.
(3) After the entry the transfer entitles the transferee to the full benefit of the original mortgage or bond in all respects, and no party, having made the transfer, has power to make void, release or discharge the transferred mortgage or bond, or any money secured by it.
(4) For the entry the company may demand a sum not exceeding the prescribed sum or, if no sum is prescribed, the sum of $1.
(5) Until the entry the company is not in any manner responsible to the transferee for the mortgage or bond.
67 The interest on the money borrowed on the mortgage or bond must be paid at the periods appointed in the mortgage or bond and, if no period is appointed, half yearly to the entitled parties, and in preference to dividends payable to the shareholders of the company.
68 The interest on the mortgage or bond is not transferable, except by deed.
69 (1) The company may, if it thinks proper, set a period for the repayment of the principal money borrowed, with the interest, and, in that case, the company must cause the repayment period to be inserted in the mortgage deed or bond.
(2) On the expiration of the period, the principal sum, together with the arrears of interest, must, on demand, be paid to the party entitled to the mortgage or bond.
(3) If no other place of payment is inserted in the mortgage deed or bond, the principal and interest are payable at the principal office or place of business of the company.
70 (1) If no time is set in the mortgage deed or bond for the repayment of the money borrowed, the party entitled to the mortgage or bond may, at or after the expiration of 12 months from the date of the mortgage or bond, demand payment of the principal money secured, with all arrears of interest, on giving 6 months' previous notice for that purpose.
(2) The company may at any time pay off the money borrowed, on giving 6 month's notice.
(3) Every notice under subsection (1) or (2) must be in writing or print, or both, and if given by a mortgagee or bond creditor must be delivered to the secretary or left at the principal office of the company, and if given by the company must be given either personally to the mortgagee or bond creditor or left at his or her residence, or if the mortgagee or bond creditor is unknown to the directors, or cannot be found after diligent inquiry, the notice must be given by advertisement in a newspaper in accordance with this Act.
71 If the company has given notice of its intention to pay off a mortgage or bond at a time when it may lawfully be paid off by it, then, at the expiration of the notice, all further interest ceases to be payable on the mortgage or bond, unless on demand of payment made under the notice or at any time after that, the company fails to pay the principal and interest due at the expiration of the notice on the mortgage or bond.
72 (1) If, by the special Act, the mortgagees of the company are empowered to enforce the payment of the arrears of interest, or the arrears of principal and interest, due on mortgages, by the appointment of a receiver, then, if within 30 days after the interest accruing on a mortgage has become payable and after demand in writing, it is not paid, the mortgagee may, without prejudice to the right to sue for the interest in arrears, require the appointment of a receiver, by an application made in accordance with section 73.
(2) If within 6 months after the principal money owing on the mortgage has become payable, and after demand in writing, it is not paid, the mortgagee, without prejudice to the right to sue for the principal money, together with all arrears of interest, may, if his or her debt amounts to the prescribed sum, alone, or if the debt does not amount to the prescribed sum he or she may, with other mortgagees whose debts, being so in arrears, after demand made in accordance with this Act, together with his or her amount to the prescribed sum, require the appointment of a receiver, by an application made in accordance with section 73.
73 (1) Every application for a receiver under section 72 must be made to the Supreme Court.
(2) On an application under subsection (1), the court may appoint a person to receive the whole or a competent part of the tolls or sums liable to the payment of the interest, or until the principal and interest, as the case may be, together with all costs, including the charges of receiving the tolls or sums be fully paid.
(3) On the appointment being made the tolls and sums must be paid to and received by the person appointed.
(4) The money to be received must be so much money received by or to the use of the party to whom the interest, or the principal and interest, as the case may be, as is then due, and on whose behalf the receiver is appointed.
(5) After the interest and costs, or the principal, interest and costs, have been received, the power of the receiver ceases.
74 At all reasonable times the books of account of the company must be open to the inspection of the mortgagees and bond creditors with liberty to take extracts from them without fee.
75 (1) Unless it is otherwise provided by the special Act, the company may, if it thinks fit, raise all or any part of the additional sum authorized to be borrowed by creating new shares of the company, instead of borrowing it, or, having borrowed it to continue at interest only a part of the additional sum, and to raise part of it by creating new shares.
(2) The augmentation of capital referred to in subsection (1) must not take place without the previous authority of a general meeting of the company.
76 The capital raised by the creation of new shares must be considered as part of the general capital and is subject to the same provisions in all respects, whether with reference to the payment of calls or the forfeiture of shares on nonpayment of calls or otherwise, as if it had been part of the original capital, except as to the times of making calls for the additional capital and the amount of the calls, which times and amount the company may set as it thinks fit.
77 (1) If at the time of the augmentation of capital by the creation of new shares, the then existing shares are at a premium or are of greater actual value than the nominal value, then, unless it is otherwise provided by the special Act, the sum to be raised must be divided into shares of the amount as will conveniently allow them to be apportioned among the then shareholders in proportion to the existing shares held by them respectively, and the new shares must be offered to the then shareholders in that proportion.
(2) The offer must be made by letter under the hand of the secretary given to or sent by post, addressed to each shareholder, according to the shareholder's address in the shareholders' address book, or left at the shareholder's usual or last place of residence.
78 (1) The new shares vest in and belong to the shareholders who accept them and pay their value to the company at the time and by the instalments that are set by the company.
(2) If a shareholder fails for one month after the offer of new shares to accept them and pay the instalments called for, the company may dispose of the shares in the manner it thinks most advantageous for the company.
79 If, at the time of the augmentation of capital, the existing shares are not at a premium, then the new shares may be of the amount, and may be issued in the manner and on the terms that the company thinks fit.
80 (1) If a company, incorporated either before or after the passing of this Act for the purpose of carrying on an undertaking, is authorized by a special Act to create and issue debenture stock, then the company, if authorized to do so under subsection (2) may raise all or any part of the money that for the time being it has raised, or is authorized to raise, on mortgage or bond, by the creation and issue, at the times, in the amount and manner, on the terms, subject to the conditions, and with the rights and privileges that the company thinks fit, of stock to be called "debenture stock", instead of and to the same amount as the whole or any part of the money that may for the time being be owing by the company on mortgage or bond, or that it may have power to raise on mortgage or bond.
(2) A company may raise money under subsection (1) with the approval of the proportion of the votes of the shareholders and stockholders entitled to vote for that purpose at meetings of the company present, personally or by proxy, at a meeting of the company specially convened for that purpose, as set out in the special Act, and if no proportion is set by the special Act, then of 3/5 of those votes.
(3) The company may attach to stock created under this section a fixed and perpetual preferential interest not exceeding the rate prescribed in the special Act.
(4) If, for the purposes of subsection (3), no rate is set by the special Act, then the company may set a rate of interest not exceeding the rate of 5% a year, payable half yearly or otherwise, and beginning at once, or at any future time when and as the debenture stock is issued, or otherwise, as the company thinks fit.
81 Debenture stock, with the interest on it, is a charge on the undertaking of the company, in priority to all shares or stock of the company and is transmissible and transferable in the same manner and according to the same regulations and provisions as other stock of the company, and has in all other respects the incidents of personal estate.
82 The interest on debenture stock has priority of payment over all dividends or interest on shares or stock of the company, whether ordinary or preference or guaranteed, and ranks next to the interest payable on the mortgages or bonds for the time being of the company legally granted before the creation of the stock, but the holders of debenture stock are not, as among themselves, entitled to preference or priority.
83 If, within 30 days after the interest on debenture stock is payable, it is not paid, any one or more of the holders of the debenture stock holding, individually or collectively, the sum in nominal amount prescribed in the special Act, and if no sum is prescribed, then a sum equal to 1/10 of the aggregate amount that the company is for the time being authorized to raise by mortgage, by bond and by debenture stock, or the sum of $50 000, whichever of the 2 last mentioned sums is the smaller sum, may, without prejudice to the right to sue in a court of competent jurisdiction for the interest in arrears, require the appointment of a receiver.
84 (1) An application for a receiver must be made to the Supreme Court.
(2) On an application under subsection (1) the court may appoint a person to receive the whole or a competent part of the tolls or sums liable to the payment of the interest, until all the arrears of interest then due on the debenture stock, with all costs, including the charges of receiving the tolls or sums, are fully paid.
(3) On an appointment being made under subsection (2) the tolls or sums must be paid to and received by the person appointed.
(4) All money received under subsection (3) is deemed to be money received by or to the use of the persons interested in it, according to their priorities.
(5) The receiver must distribute rateably and without priority among all the proprietors of debenture stock to whom interest is in arrears the money which comes to the receiver's hands, after applying a sufficient part of it in or toward satisfaction of the interest on the mortgages and bonds of the company.
(6) As soon as the full amount of interest and costs has been received, the power of the receiver ceases, and the receiver is bound to account to the company for the receiver's acts or intromissions or the sums received by the receiver, and to pay over to the company any balance that may be in the receiver's hands.
85 If the interest on the debenture stock is in arrears for 30 days next after any of the respective days when it is payable, the holder for the time being may, without prejudice to the holder's power to apply for the appointment of a receiver, recover the arrears with costs by action or suit against the company in a court of competent jurisdiction.
86 (1) The company must keep a register of its debenture stock in which it must enter the names and addresses of the persons and corporations entitled to the debenture stock and the amounts of the stock to which they are entitled.
(2) The register must be accessible for inspection and perusal at all reasonable times to every mortgagee, bondholder, debenture stock holder, shareholder and stockholder of the company, without the payment of a fee.
87 (1) The company must deliver to every holder of debenture stock a certificate stating the amount of debenture stock held by the holder.
(2) All regulations or provisions for the time being applicable to certificates of shares in the capital of the company apply, with the necessary changes, to certificates of debenture stock.
88 Nothing in this Act or in the special Act authorizing the issue of debenture stock in any way affects a mortgage or bond legally granted by the company before the creation of the stock, or any power of the company to raise money on mortgage or bond, but the holders of the mortgages and bonds are, during their continuance, entitled to the same priorities, rights and privileges in all respects as they would have been entitled to if the issue of debenture stock had not been made.
89 Debenture stock does not entitle the holders of them to be present or vote at a meeting of the company, or confer any qualification, but must, in all respects not otherwise by or under this Act or the special Act provided for, be considered as entitling the holders to the rights and powers of mortgagees of the undertaking other than the right to require repayment of the principal money paid up in respect of the debenture stock.
90 Money raised by debenture stock must be applied exclusively either in paying off money due by the company on mortgage or bond, or else for the purposes to which the same money would be applicable if it were raised on mortgage or bond instead of on debenture stock.
91 Separate and distinct accounts must be kept by the company, showing how much money has been received for or on account of debenture stock, and how much money borrowed or owing on mortgage or bond, or that it has power so to borrow, has been paid off by debenture stock, or raised by it, instead of being borrowed on mortgage or bond.
92 The powers of borrowing and reborrowing by the company are, to the extent of the money raised by the issue of debenture stock, extinguished.
93 The provisions of this Act relating to debenture stock apply to mortgage preference stock and to funded debt, as the case may require, in all respects as if mortgage preference stock or funded debt were mentioned throughout this Act wherever debenture stock is mentioned.
94 With the consent of 3/5 of the votes of the shareholders present in person or by proxy at a general meeting of the company, when proper notice for that purpose has been given, the company may convert or consolidate all or any part of the shares then existing in the capital of the company, and for which the whole money subscribed has been paid up, into a general capital stock, to be divided among the shareholders according to their respective interests.
95 (1) After the conversion or consolidation has taken place, all the provisions contained in this or the special Act that require or imply that the capital of the company must be divided into shares of a fixed amount and distinguished by numbers for the capital that has been so converted or consolidated into stock, cease and are of no effect, and the holders of the stock may transfer their interests, or any parts of their interests, in the same manner and subject to the same regulations and provisions as, or according to which, any shares in the capital of the company might be transferred under the provisions of this or the special Act.
(2) The company must enter all transfers in a book kept for that purpose, and for every entry may demand a sum not exceeding the prescribed amount or, if no amount is prescribed, a sum not exceeding $1.
96 (1) The company must cause the names of the parties who may be interested in the stock, with the amount of the interest possessed by them respectively, to be entered in a book to be kept for the purpose, to be called the "register of holders of consolidated stock".
(2) The register of holders of consolidated stock must be accessible at reasonable times to the holders of shares or stock in the undertaking.
97 (1) The holders of the stock are entitled to participate in the dividends and profits of the company according to the amount of their interests in the stock, and the interests, in proportion to the amount, confer on the holders the same privileges and advantages as would have been conferred by shares of equal amount in the capital of the company, for the purposes of voting at meetings of the company, qualification for the office of directors and other purposes.
(2) Despite subsection (1), none of the privileges or advantages, except the participation in the dividends and profits of the company, are conferred by any part of the amount of consolidated stock as would not, if existing in shares, have conferred the privileges or advantages.
98 All the money raised by the company, whether by subscriptions of the shareholders or by loan or otherwise, must be applied, first, in paying the costs and expenses incurred in obtaining the special Act and, second, in carrying the purposes of the company into execution.
99 (1) The first general meeting of the shareholders of the company, to be known as the first ordinary meeting, must be held within the prescribed time, or, if no time is prescribed, within one month after the passing of the special Act.
(2) After the first ordinary meeting, a general meeting, to be known as the ordinary meeting, must be held once in every calendar year and not more than 15 months after the preceding ordinary meeting.
(3) All meetings, whether ordinary or extraordinary, must be held in the prescribed place, and if no place is prescribed, then at a place in British Columbia to be appointed by the directors.
100 No matters, except those appointed by this or the special Act to be done at an ordinary meeting, may be transacted at the meeting, unless special notice of the matters has been given in the advertisement convening the meeting.
101 Every general meeting of the shareholders, other than an ordinary meeting, must be called an extraordinary meeting and may be convened by the directors at the times they think fit.
102 An extraordinary meeting must not enter on any business not set out in the notice on which it has been convened.
103 (1) It is lawful for the prescribed number of shareholders, holding in the aggregate shares to the prescribed amount or, if the number of shareholders or amount of shares are not prescribed, it is lawful for 20 or more shareholders holding in the aggregate not less than 1/10 of the capital of the company, by writing under their hands, at any time to require the directors to call an extraordinary meeting of the company.
(2) A requisition under subsection (1) must fully express the object of the meeting required to be called, and must be left at the office of the company, or given to or left at the last or usual place of residence of at least 3 directors.
(3) Immediately on the receipt of a requisition under subsection (1) the directors must convene a meeting of the shareholders.
(4) If after the notice referred to in subsection (1) the directors fail to call the meeting within 21 days, the prescribed number, or the number referred to in subsection (1), of qualified shareholders may call the meeting, by giving 14 days' public notice.
104 (1) At least 14 days' public notice, of all meetings, whether ordinary or extraordinary, must be given by advertisement, which must specify the place, the day and the hour of meeting.
(2) Every notice of an extraordinary meeting or of an ordinary meeting, if any other business than the business by this or by the special Act appointed for ordinary meetings is to be done, must specify the purpose for which the meeting is called.
105 (1) In order to constitute a meeting, whether ordinary or extraordinary, the prescribed quorum must be present, either personally or by proxy.
(2) If no quorum is prescribed, then if the persons who have taken shares in the company at the time of the meeting do not exceed 10 in number, the quorum is 5 and if they exceed 10, there must be added to the above quorum one for every 5 additional members up to 50, and one for every 10 additional members after 50, up to a maximum quorum of 20.
(3) If within one hour after the time appointed for the meeting a quorum is not present, business must not be transacted at the meeting, other than the declaring of a dividend, if that is one of the objects of the meeting, but the meeting must, except in the case of a meeting for the election of directors, be held to be adjourned without setting a date.
106 At every meeting of the company one of the following persons must preside as chair:
(a) the chair of the directors;
(b) in the chair's absence, the deputy chair, if any;
(c) in the absence of the chair and deputy chair, one of the directors of the company chosen for that purpose by the meeting;
(d) in the absence of the chair and deputy chair and of all the directors, a shareholder chosen for that purpose by a majority of the shareholders present at the meeting.
107 (1) The shareholders present at a meeting must proceed in the execution of the powers of the company with respect to the matters for which the meeting has been convened, and those only.
(2) Every meeting may be adjourned from time to time and from place to place and business must not be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
108 (1) At all general meetings of the company every shareholder is entitled to vote according to the prescribed scale of voting, and if no scale is prescribed every shareholder has
(a) one vote for every share up to 10,
(b) an additional vote for every 5 shares beyond the first 10 shares held by the shareholder up to 100, and
(c) an additional vote for every 10 shares held by the shareholder beyond the first 100 shares.
(2) No shareholder is entitled to vote at a meeting unless the shareholder has paid all the calls then due on the shares held by the shareholder.
109 (1) The votes at a meeting may be given either personally or by proxies, being shareholders authorized by writing under the hand of the shareholder nominating the proxy, or if the shareholder is a corporation, then under its common seal.
(2) Every proposition at a meeting must be determined by the majority of votes of the parties present, including proxies.
(3) In addition to any votes the chair of the meeting is entitled to vote as a principal and proxy, the chair has a casting vote if there is a tie vote.
(4) If the shareholder is a corporation the proxy may be a member of the corporation, though not personally a shareholder in the company.
110 A proxy, if the shareholder is a corporation, must, during the proxy's appointment, be considered to be a shareholder in the company to which the appointment relates, holding the number of shares held by the corporation by whom the proxy is appointed, for all purposes except the transfer of the share or the giving receipts for dividends.
111 The appointment of a proxy may be made and revoked in the following form:
Forms of Proxy Papers
1 – Appointment by Shareholder
I, A.B., ................................... one of the proprietors of the "................................... Company", appoint C.D., of ........................................... to be the proxy of A.B., in A.B.'s absence to vote in A.B.'s name on any matter relating to the undertaking proposed at the meeting of the proprietors of the company to be held on ......................................... [month, day, year], in the manner C.D. thinks proper.
Signed by me, A.B., ............................... on ............................ [month, day, year].
2 – General Appointment by a Body Corporate
We, the ......................................, being a body corporate, and one of the proprietors of the "...................................... Company", appoint A.B., of .........................................., who we certify to be a member of this corporation, to be our proxy, to vote in our name as A.B. thinks proper on any matter relating to the several undertakings proposed at any meeting of the company to be held during the continuance of this appointment, and otherwise to be our representative in the company.
In witness of this appointment we have set the common seal of the corporation, attested as is required by its regulations, on ....................................... [month, day, year].
3 – Revocation of General Proxy by a Body Corporate
We, the ....................................., revoke the appointment of .............................., of ............................., who is our proxy in the "..................................... Company", made by an instrument under our common seal, and dated .............................. [month, day, year].
In witness of this revocation we have set the common seal of the corporation, attested as is required by its regulations, on ............................ [month, day, year].
4 – Special Appointment by a Body Corporate
We, the ........................................., being a body corporate, and one of the proprietors of the "......................................... Company", appoint A.B., of ......................................., who we certify to be a member of this corporation, to vote in our name as A.B. thinks proper on any matter relating to the undertaking proposed at the meeting of the proprietors of the company to be held on ................................... [month, day, year], or at any adjournment of it.
In witness of this appointment we have set the common seal of the corporation, attested as is required by its regulations, on .................................. [month, day, year].
112 No person is entitled to vote as a proxy unless the instrument appointing the proxy has been transmitted to the secretary of the company the prescribed period, or, if no period is prescribed, not less than 48 hours before the time appointed for holding the meeting at which the proxy is to be used.
113 (1) If several persons are jointly entitled to a share, the person whose name stands first in the register of shareholders as one of the holders of the share must, for the purpose of voting at a meeting, be considered the sole proprietor of it.
(2) On all occasions the vote of the first named shareholder, either in person or by proxy, must be allowed as the vote in respect of the share, without proof of the concurrence of the other holders of it.
114 (1) A shareholder who is mentally disordered may vote by his or her committee, and a shareholder who is a minor may vote by his or her guardian or any one of his or her guardians.
(2) A shareholder who is incapable of voting may vote by the shareholder's representative under the Representation Agreement Act if the shareholder has authorized the representative to vote.
(3) A vote under this section may be given either in person or by proxy.
115 (1) Whenever in this or the special Act the consent of a particular majority of votes at a meeting of the company is required in order to authorize a proceeding of the company, the particular majority must only be required to be proved in the event of a poll being demanded at the meeting.
(2) If a poll is not demanded, then a declaration by the chair that the resolution authorizing the proceeding has been carried, and an entry to that effect in the book of proceedings of the company, is sufficient authority for the proceeding, without proof of the number or proportion of votes recorded in favour of or against it.
116 The number of directors must be the prescribed number.
117 If the company is authorized by the special Act to increase or to reduce the number of the directors, it is lawful for the company, in general meeting, after notice for that purpose, to increase or reduce the number of the directors within the prescribed limits, if any, and to determine the order of rotation in which the reduced or increased number are to go out of office, and what number is to be a quorum at their meetings.
118 (1) The directors appointed by the special Act, unless it otherwise provides, continue in office until the ordinary meeting to be held in the next year after that in which the special Act passed.
(2) At that meeting, the shareholders present, personally or by proxy, may either continue in office the directors appointed by the special Act, or any number of them, or may elect a new body of directors, or directors to supply the places of those not continued in office, the directors appointed by the special Act being eligible as members of the new body.
(3) At the ordinary meeting to be held every year, the shareholders present, personally or by proxy, must elect persons to supply the places of the directors then retiring from office, according to the provisions of this Act and the persons elected at the meeting, being neither removed nor disqualified, nor having resigned, continue to be directors until others are elected in their place in accordance with this Act.
119 (1) If at a meeting at which an election of directors ought to take place, the prescribed quorum is not present within one hour from the time appointed by the meeting, an election of directors must not be made, and the meeting must stand adjourned to the following day at the same time and place.
(2) If, at the adjourned meeting, the prescribed quorum is not present within one hour from the time appointed for the meeting, the existing directors must continue to act and retain their powers until new directors are appointed at the ordinary meeting of the following year.
120 (1) A person is not capable of being a director unless the person is a shareholder in possession of the prescribed number, if any, of shares.
(2) A person who holds an office or place of trust or profit under the company, or is interested in a contract with the company is not capable of being a director.
(3) A director is not capable of accepting any other office or place of trust or profit under the company or of being interested in a contract with the company, during the time the person is a director.
121 The office of a director becomes vacant and the director must cease from voting or acting as director if after his or her election the director
(a) accepts or continues to hold any other office or place of trust or profit under the company,
(b) is either directly or indirectly concerned in a contract with the company,
(c) participates in the profits of work to be done for the company, or
(d) ceases to be a holder of the prescribed number of shares in the company.
122 No person who is a shareholder or member of an incorporated joint stock company is disqualified or prevented from acting as a director merely because of a contract entered into between the joint stock company and the company incorporated by the special Act, but a director, who is a shareholder or member of the joint stock company, must not vote on a question about a contract with the joint stock company.
123 (1) The directors appointed by the special Act, and continued in office, or the directors elected in place of those retiring, must, subject to the provisions for increasing or reducing the number of directors, retire from office at the times and in the following proportions, the individuals to retire being determined by ballot among the directors, unless they otherwise agree:
(a) at the end of the first year after the first election of directors the prescribed number, and, if no number is prescribed, 1/3 of the directors, to be determined by ballot among themselves, unless they otherwise agree, must go out of office;
(b) at the end of the second year the prescribed number, and, if no number is prescribed, 1/2 of the remaining number of the directors, to be determined in similar manner, must go out of office;
(c) at the end of the third year the prescribed number, and, if no number is prescribed, the remainder of the directors must go out of office.
(2) For the purposes of subsection (1), the places of the retiring directors must be filled by an equal number of qualified shareholders.
(3) At the ordinary meeting in every following year the prescribed number, and, if no number is prescribed, 1/3 of the directors, being those who have been longest in office, must go out of office, and their places must be filled in similar manner.
(4) Every director retired from office may be elected again immediately or at a future time, and after election again must, with reference to the rotation, be considered as a new director.
(5) If the prescribed number of directors is a number not divisible by 3, and the number of directors to retire is not prescribed, the directors must determine what number of directors, as nearly 1/3 as may be, must go out of office, so that the whole number must go out of office in 3 years.
124 If a director dies or resigns or becomes disqualified or incompetent to act as a director or ceases to be a director by a cause other than that of going out of office by rotation, the remaining directors, if they think proper, may elect in his or her place a qualified shareholder, and the shareholder elected to fill that vacancy continues in office as a director so long only as the person in whose place he or she was elected would have been entitled to continue if he or she had remained in office.
125 (1) The directors have the management and superintendence of the affairs of the company, and may lawfully exercise all the powers of the company, except those matters directed by this or the special Act to be transacted by a general meeting of the company, but all the powers so to be exercised must be exercised in accordance with and subject to this and the special Act.
(2) The exercise of those powers is subject also to the control and regulation of a general meeting specially convened for the purpose, but not so as to render invalid any act done by the directors prior to a resolution passed by that general meeting.
126 Except as otherwise provided by the special Act, the following must be exercised only at a general meeting of the company:
(a) the choice and removal of the directors, except as mentioned in this Act, and the increasing or reducing of their number if authorized by the special Act;
(b) the choice of auditors;
(c) the determination of the remuneration of the directors, auditors, treasurer and secretary;
(d) the determination of the amount of money to be borrowed on mortgage;
(e) the determination of the augmentation of capital;
(f) the declaration of dividends.
127 (1) The directors must hold meetings at the times they appoint and they may meet and adjourn as they think proper.
(2) At any time any 2 directors may require the secretary to call a meeting of the directors.
(3) In order to constitute a meeting of directors there must be present at the least the prescribed quorum, and when no quorum is prescribed, there must be present at least 1/3 of the directors.
(4) All questions at a meeting of directors must be determined by the majority of votes of the directors present, and, in case of a tie vote, the chair has a casting vote in addition to his or her vote as a director.
128 (1) At the first meeting of directors held after the passing of the special Act, and at the first meeting of the directors held after each annual appointment of directors, the directors present at the meeting
(a) must choose one of the directors to act as chair of the directors for the year following the choice, and
(b) may choose another director to act as deputy chair for the period.
(2) If the chair or deputy chair dies or resigns, or ceases to be a director, or becomes disqualified to act, the directors present at the next meeting after the occurrence of the vacancy must choose another director to fill the vacancy, and every chair or deputy chair so elected continues in office as long as the person in whose place he or she may be elected would have been entitled to continue if the death, resignation, removal or disqualification had not happened.
129 If, at a meeting of the directors, neither the chair nor deputy chair is present, the directors present must choose one of their number to be chair of the meeting.
130 The directors may appoint committees, consisting of the number of directors they think fit, within the prescribed limits, if any, and may grant to the committees power on behalf of the company to do acts relating to the affairs of the company that the directors could lawfully do, and that they consider proper to entrust to them.
131 (1) The committees may meet and adjourn from place to place, as they consider proper, for carrying into effect the purposes of their appointment.
(2) A committee must not exercise the powers entrusted to it except at a meeting at which is present the prescribed quorum, or if no quorum is prescribed, then a quorum to be set by the general body of directors.
(3) At all meetings of the committees, one of the members present must be appointed chair, and all questions at a meeting of the committee must be determined by a majority of votes of the members present, and, in case of a tie vote, the chair has a casting vote in addition to his or her vote as a member of the committee.
132 (1) The power that may be granted to a committee, as well as the power of the directors, to make, vary or discharge contracts on behalf of the company may be exercised as follows:
(a) for a contract that, if made between private persons, would be by law required to be in writing and under seal, the committee or the directors may make the contract on behalf of the company in writing and under the common seal of the company;
(b) for a contract that, if made between private persons, would be by law required to be in writing and signed by the parties to be charged, then the committee or the directors may make the contract on behalf of the company in writing, signed by the committee or any 2 of them, or any 2 of the directors;
(c) with respect to a contract that, if made between private persons, would by law be valid although made orally only and not reduced into writing, the committee or the directors may make the contract on behalf of the company by oral agreement, without writing.
(2) All contracts made in accordance with subsection (1) are effectual in law, and are binding on the company and its successors and all other parties, their heirs and personal representatives.
(3) On a default in the execution of the contract, either by the company or any other party to it, proceedings may be brought, either by or against the company, as might be brought had the contracts been made between private persons only.
133 (1) The directors must cause notes, minutes or copies, as required, of all appointments made or contracts entered into by the directors, and of the orders and proceedings of all meetings of the company, and of the directors and committees of directors, to be entered in books provided for the purpose, which books must be kept under the control of the directors.
(2) Entries must be signed by the chair of the meeting and so signed may be received in all courts, and before all judges, justices and others, without proof of the meetings having been duly convened or held, or of the persons making or entering the orders or proceedings being shareholders or directors or members of the committee respectively, or of the signature of the chair, or of the fact of his or her having been chair, all of which matters must be presumed until the contrary is proved.
134 All acts done by a meeting of the directors or of a committee of directors or by a person acting as a director are, despite any defect in the appointment of a director or person acting as a director, or that he or she was disqualified, as valid as if the person had been duly appointed and was qualified to be a director.
135 (1) No director, by being party to or executing in his or her capacity of director a contract or other instrument on behalf of the company, or otherwise lawfully executing a power given to the directors, is liable to be sued or prosecuted, either individually or collectively, by any person.
(2) The bodies or goods or land of the directors are not liable to execution by legal process because of any contract or other instrument so entered into, signed or executed by them, or because of any other lawful act done by them in the execution of their powers as directors.
(3) The directors, their heirs and personal representatives, must be indemnified out of the capital of the company for all payments made or liability incurred for any acts done by them, and for all losses, costs and damages which they may incur in the execution of the powers granted to them.
(4) The directors of the company may apply the existing funds and capital of the company for the purposes of the indemnity, and may, if necessary for that purpose, make calls of the capital remaining unpaid.
136 (1) Except where by the special Act auditors are directed to be appointed otherwise than by the company, the company must, at the first ordinary meeting after the passing of the special Act, elect the prescribed number of auditors, and if no number is prescribed, 2 auditors, in the manner provided for the election of directors.
(2) At the ordinary meeting of the company in each year the company must elect an auditor to supply the place of the auditor retiring from office, in accordance with this Act.
(3) Every auditor elected as provided, being neither removed nor disqualified, nor having resigned, continues to be an auditor until another is elected in his or her place.
137 If no other qualification is prescribed by the special Act, every auditor must have at least one share in the undertaking and the auditor must not hold office in the company, or be in any other manner interested in its concerns, except as a shareholder.
138 One of the auditors, to be determined in the first instance by ballot between themselves, unless they otherwise agree, and afterwards by seniority, must go out of office at the ordinary meeting in each year, but the auditor so going out is eligible for election again, and after election again is, with respect to the going out of office by rotation, deemed to be a new auditor.
139 If a vacancy takes place among the auditors in the course of the current year, then at a general meeting of the company the vacancy may, if the company thinks fit, be filled by election of the shareholders.
140 The provisions of this Act for the failure of an ordinary meeting at which directors ought to be chosen apply, with the necessary changes, to an ordinary meeting at which an auditor ought to be appointed.
141 The directors must deliver to the auditors the yearly or other periodical accounts and balance sheet at least 14 days before the ensuing ordinary meeting at which the accounts and balance sheet are required to be produced to the shareholders.
142 It is the duty of the auditors to receive from the directors and to examine the yearly or other periodical accounts and balance sheet required to be presented to the shareholders.
143 (1) It is lawful for the auditors to employ accountants and other persons they think proper, at the expense of the company, and they must either make a special report on the accounts, or simply confirm them.
(2) The report or confirmation must be read, together with the report of the directors, at the ordinary meeting.
144 Before any person entrusted with the custody or control of money, whether treasurer, collector or other officer of the company, enters on the office, the directors must take sufficient security from the person for the faithful execution of the office.
145 (1) Every officer employed by the company must, when required by the directors, make and deliver to them, or to a person appointed by them for that purpose, a true and perfect account in writing under his or her hand, of all money received by him or her on behalf of the company.
(2) The account must state how, and to whom, and for what purpose the money has been disposed and, together with the accounts, the officer must deliver the vouchers and receipts for the payments and must pay to the directors, or to a person appointed by them to receive it, all money that appears to be owing from him or her on the balance of the accounts.
146 (1) If the officer fails to render the account, or to produce and deliver up all the vouchers and receipts relating to it in the officer's possession or power, or to pay the balance when required, or if for 3 days after being required to do so the officer fails to deliver to the directors, or to a person appointed by them to receive them, all papers and writings, property, effects, matters and things in the officer's possession or power relating to the execution of this or the special Act, or any Act incorporated with them or belonging to the company, then, on complaint made to a justice, the justice must summon the officer to appear before 2 or more justices, at a time and place to be set out in the summons, to answer the charge.
(2) On the appearance of the officer or, in his or her absence, on proof that the summons was personally served on the officer, or left at his or her last known place of residence, the justices may hear and determine the matter in a summary way, and may adjust and declare the balance owing by the officer.
(3) If it appears, either on confession of the officer, or on evidence or on inspection of the account, that money of the company is in the hands of the officer or owing by him or her to the company, the justices may order the officer to pay it.
(4) If the officer fails to pay the amount, the justices may grant a warrant to levy it by distress, or, in default of payment, may commit the offender to jail, to remain there without bail for a period not exceeding 3 months, unless it is sooner paid.
147 If the officer refuses to make out the account in writing, or to produce and deliver to the justices the vouchers and receipts, or to deliver any books, papers, writings, property, effects, matters or things in the officer's possession or power belonging to the company, the justices may lawfully commit the offender to jail, to remain there until the officer has delivered
(a) all the vouchers and receipts, if any, in the officer's possession or power relating to the accounts, and
(b) all books, papers, writings, property, effects, matters and things, if any, in the officer's possession or power, belonging to the company.
148 (1) If a director or other person acting on behalf of the company makes oath that he or she has good reason to believe, on grounds stated in the deposition, and does believe, that it is the intention of an officer referred to in sections 145 to 147 to abscond, the justice before whom the complaint is made, instead of issuing a summons, may issue a warrant for bringing the officer before 2 justices in accordance with section 146, but a person executing the warrant must not keep the officer in custody longer than 24 hours without bringing him or her before a justice.
(2) The justice before whom the officer may be brought may
(a) discharge the officer, if the justice thinks there is no sufficient ground for his or her detention, or
(b) order the officer to be detained in custody, so as to be brought before 2 justices, at a time and place to be named in the order, unless the officer gives bail to the satisfaction of the justice for his or her appearance before the justices to answer the complaint of the company.
149 A proceeding against or dealing with an officer must not deprive the company of a remedy that it might otherwise have against the officer or a surety of the officer.
150 The directors must cause full and true accounts to be kept of all sums of money received or expended on account of the company by the directors and all other persons employed by or under them, and of the matters and things for which the sums of money have been received or disbursed and paid.
151 (1) The books of the company must be balanced at the prescribed periods, and if no period is prescribed, not later than 14 days before each ordinary meeting.
(2) Immediately on the books being balanced, an exact balance sheet must be made up, which balance sheet must exhibit
(a) a true statement of the capital stock, credits and property of every description belonging to the company,
(b) the debts due by the company at the date of making the balance sheet, and
(c) a distinct view of the profit or loss that has arisen on the transactions of the company in the course of the preceding year.
(3) Before each ordinary meeting, the balance sheet must be examined by the directors, or any 3 of their number, and must be signed by the chair or deputy chair of the directors.
152 The balanced books, together with the balance sheet, must for the prescribed periods and, if no periods are prescribed, for 14 days before each ordinary meeting, and for one month after that, be open for the inspection of the shareholders at the principal office or place of business of the company, but the shareholders are not entitled at any time, except during the above periods, to demand the inspection of the books, except on a written order signed by 3 of the directors.
153 The directors must produce to the shareholders assembled at the ordinary meeting the balance sheet, applicable to the period immediately preceding the meeting, together with the report of the auditors on it.
154 (1) The directors must appoint a bookkeeper to enter the accounts in books to be provided for the purpose.
(2) The bookkeeper must permit any shareholder to inspect the books, and to take copies or extracts, at any reasonable time during the prescribed periods, and, if no periods are prescribed, for 14 days before and one month after every ordinary meeting.
(3) If the bookkeeper fails to permit a shareholder to inspect the books, or take copies or extracts, during the periods referred to in subsection (2), the bookkeeper forfeits to the shareholder for each offence a sum not exceeding $25.
155 Before every ordinary meeting at which a dividend is intended to be declared, the directors must cause a scheme to be prepared, showing the profits, if any, of the company for the period since the preceding ordinary meeting at which a dividend was declared, and apportioning the profits or so much of them as they may consider applicable to the purposes of dividend, among the shareholders according to the shares held by them respectively, the amount paid on them and the periods during which they may have been paid, and must exhibit the scheme at the ordinary meeting, and at the meeting a dividend may be declared according to the scheme.
156 The company must not declare a dividend by which its capital stock will be reduced, but the word "dividend" must not be construed to apply to a return of a portion of the capital stock, with the consent of all the mortgagees and bond creditors of the company, due notice being given for that purpose at an extraordinary meeting to be convened for that object.
157 Before apportioning the profits to be divided among the shareholders, the directors may, if they think fit, set aside the sum they think proper to meet contingencies, or for enlarging, repairing or improving the works connected with all or any part of the undertaking and may divide the balance among the shareholders.
158 A dividend must not be paid for a share until all calls then due in respect of that and every other share held by the person to whom the dividend may be payable have been paid.
159 (1) The company may make bylaws it thinks fit to regulate the conduct of the officers and servants of the company and for providing for the management of the affairs of the company and may alter or repeal the bylaws and make others if the bylaws are not contrary to law or to the special Act.
(2) The bylaws must be reduced to writing and must have affixed to them the common seal of the company.
(3) A copy of the bylaws must be given to every officer and servant of the company affected by them.
160 The company may, by the bylaws, impose reasonable penalties on all officers or servants of the company offending against the bylaws as the company thinks fit, not exceeding $25 for each offence.
161 All the bylaws made by the company must be framed to allow the justice, before whom any penalty imposed by them may be sought to be recovered, to order a part only of the penalty to be paid if the justice thinks fit.
162 The production of a written or printed copy of the bylaws of the company, having the common seal of the company affixed, is sufficient evidence of the bylaws in all cases of prosecution under them.
163 (1) When any dispute authorized or directed by this or the special Act, or an Act incorporated with them, to be settled by arbitration arises, then unless both parties concur in the appointment of a single arbitrator, each party, on the request of the other party, must, by writing under his or her hand, nominate and appoint an arbitrator to whom the dispute is to be referred.
(2) After that appointment has been made neither party has power to revoke it without the consent of the other, and the death of either party does not operate as a revocation.
(3) If for the period of 14 days after the dispute arises, and after a request in writing is served by the one party on the other party to appoint an arbitrator, the last mentioned party fails to appoint an arbitrator, then, on such failure, the party making the request, and having appointed an arbitrator, may appoint the arbitrator to act on behalf of both parties, and the arbitrator may proceed to hear and determine the matters which are in dispute and the award or determination of the single arbitrator is final.
164 (1) If more than one arbitrator is appointed, the arbitrators must, before they begin to consider the matters referred to them, nominate and appoint by writing under their hands an umpire to decide on matters on which they differ.
(2) If the umpire dies, or refuses or for 7 days neglects to act, the arbitrators must, immediately after the death, refusal or neglect, appoint another umpire in his or her place.
(3) The decision of the umpire on the matters referred to the umpire is final.
165 The Commercial Arbitration Act applies to the arbitrations, unless it is inconsistent with this or the special Act or an Act incorporated with them.
166 A summons, notice, writ or other proceeding required to be served on the company may be served
(a) by being left at or transmitted by post directed to the principal office of the company, or one of its principal offices if there is more than one, or
(b) by being given personally to the secretary, or if there is no secretary, then by being given to a director of the company.
167 (1) Notices required to be served by the company on the shareholders, unless expressly required to be served personally, may be served by being transmitted by post directed according to the registered address or other known address of the shareholder, within the period as to admit of its being delivered in the due course of delivery within the period, if any, prescribed for the giving of the notice.
(2) In proving the service, it is sufficient to prove that the notice was properly directed and that it was put into the post office.
168 (1) All notices directed to be given to the shareholders must, with respect to a share to which persons are jointly entitled, be given to whichever of the persons is named first in the register of shareholders.
(2) Notice given under subsection (1) is sufficient notice to all the proprietors of the share.
169 All notices required by this or the special Act, or any Act incorporated with them, to be given by advertisement must be advertised in the prescribed newspaper, or if no newspaper is prescribed, or if the prescribed newspaper ceases to be published, in a newspaper circulating in the district within which the company's principal place of business is located.
170 Every summons, notice or other document requiring authentication by the company
(a) may be signed by 2 directors, or by the treasurer or the secretary of the company,
(b) need not be under the common seal of the company, and
(c) may be in writing or in print, or partly in writing and partly in print.
171 If a person against whom the company has a claim or demand takes the benefit of an Act for the relief of insolvent debtors, or makes an assignment for the benefit of his or her creditors, it is lawful for the secretary or treasurer of the company in all proceedings against or in relation to the estate of the insolvent or assignor, to represent the company, and act in its behalf, as if the claim or demand had been the claim or demand of the secretary or treasurer, and not of the company.
172 (1) If a party commits an irregularity, trespass or other wrongful proceeding in the execution of this or the special Act, or under a power or authority given by them, and if, before action is brought, the party makes tender of sufficient amends to the party injured, the injured party must not recover in the action.
(2) If no tender is made the defendant may, by leave of the court where the action is pending, at any time before issue is joined, pay into court the sum of money he or she thinks fit, and then the proceedings must continue as in other cases in which defendants are allowed to pay money into court.
173 (1) If by a special Act the name of a company incorporated either before or after the passing of this Act for the purpose of carrying on an undertaking is changed, then, from the passing of the special Act, the company by its new name has and may exercise the powers then vested in the company by its original name.
(2) All Acts relating to the company by its original name must be read and interpreted as if throughout those Acts, wherever the original name of the company or any reference to the company by its original name occurs, the new name of the company or a reference to the company by its new name were substituted.
174 (1) No proceeding that at or immediately before the passing of the special Act is commenced and is then pending, either at the suit or instance of the company, by its original name, against any other corporation or any person, or at the suit or instance of any other corporation or any person against the company, by its original name, abates, determines or is otherwise impeached or affected for or by reason of the change of the name of the company.
(2) No notice, tender, requisition, warrant, summons, pleading, writ or other process, record, deed, contract, agreement, writing or instrument then or thereafter to be made, issued, written or commenced is vacated, discharged, invalidated, prejudiced or affected by reason of the company or its undertaking being called by the original name of the company or undertaking.
(3) It is not necessary in any bill, suit, information, proceeding, notice, tender, requisition, warrant, summons, pleading, writ or other process or in any record, deed, contract, agreement, writing or other instrument or matter, to state that the company had been called or known for any period by the original name of the company, or that its undertaking had been called or known within that period by the original name of the undertaking, and that by the special Act effecting the change the name of the company and its undertaking were changed, and that after the passing of that special Act the company had been called or known by its new name, and its undertaking by its new name, but it is deemed true, lawful and sufficient to state the style and describe the company by its new name, and its undertaking by its new name, in the same manner as if the company had been originally incorporated, called or known by its new name, and as if its undertaking had been originally called or known by its new name.
175 Despite the change of the name of the company, all deeds, instruments, purchases, sales, securities and contracts before the passing of the special Act effecting the change made under any other Act, or with reference to the purposes of it, are as effectual to all intents in favour of, against and concerning the company as if the name of the company had remained unchanged.
176 (1) Despite the change of the name of the company, everything before the passing of the special Act effecting the change done, suffered or confirmed under any other Act is as valid as if the special Act effecting the change were not passed.
(2) The change of name and last mentioned special Act are accordingly subject and without prejudice to everything done, suffered or confirmed before the passing of the last mentioned special Act, and to all rights, liabilities, claims and demands, then present or future, that, if the change of name had not happened and such last mentioned special Act had not been passed, would be incident to or consequent on anything done, suffered or confirmed.
177 (1) In all cases in which damages, costs or expenses are by this or the special Act, or any Act incorporated with them, directed to be paid, and the method of ascertaining the amount or enforcing the payment is not provided for, the amount in case of dispute must be ascertained and determined by 2 justices.
(2) If the amount ascertained is not paid by the company or other party liable to pay it within 7 days after demand, the amount may be recovered by distress of the goods of the company or other party liable.
(3) The justices by whom it was ordered to be paid, or either of them, on application, must issue the warrant.
178 (1) If sufficient goods of the company cannot be found on which to levy the damages, costs or expenses payable by the company, the same may, if the amount does not exceed $100, be recovered by distress of the goods of the treasurer of the company, and the justices, or either of them, on application, must issue the warrant accordingly.
(2) Despite subsection (1), distress must not issue against the goods of the treasurer unless 7 days' previous notice in writing, stating the amount due, and demanding payment, have been given to the treasurer or left at his or her residence.
(3) If the treasurer pays money under the distress, he or she may retain the amount paid by him or her, and all costs and expenses, out of money belonging to the company coming into his or her custody or control, or he or she may sue the company for the money.
179 (1) If in this or the special Act, or any Act incorporated with them, any question of compensation, expenses, charges or damages is referred to the determination of any one justice or more, any justice, on the application of either party, may summon the other party to appear before one justice or before 2 justices, as the case may require, at a time and place to be named in the summons.
(2) On the appearance of the parties, or in the absence of any of them, on proof of due service of the summons, the justice or justices may hear and determine the question, and for that purpose may examine the parties and their witnesses, on oath.
(3) The costs of the inquiry are in the discretion of the justices.
180 (1) The company must publish the short particulars of the offences for which a penalty is imposed by this or the special Act, or any Act incorporated with them, or by a bylaw of the company affecting other persons than the shareholders, officers or servants of the company, and of the amount of the penalty, and must cause the particulars to be painted on a board, or printed on paper and affixed on it, and must cause the board to be placed on a conspicuous part of the principal place of business of the company, and if the penalties are of local application, must cause the boards to be placed in a conspicuous place in the immediate neighbourhood to which the penalties are applicable or have reference.
(2) The particulars must be renewed as often as they or any part of them are obliterated or destroyed.
(3) No penalty is recoverable unless it has been published and kept published in the manner required.
181 If any person pulls down or injures a board placed as required by this or the special Act, or any Act incorporated with them, for the purpose of publishing a bylaw or penalty, or obliterates any of the letters or figures, the person forfeits for each offence a sum not exceeding $25, and must defray the expenses of restoration of the board.
182 (1) Every penalty or forfeiture imposed by this or the special Act, or any Act incorporated with them, or by a bylaw made under them, the recovery of which is not otherwise provided for, may be recovered by summary proceedings before 2 justices.
(2) On complaint being made to a justice, the justice must issue a summons requiring the party complained against to appear before 2 justices, at a time and place to be named in the summons.
(3) The summons must be served on the offending party, either in person or by leaving it with a resident at the offending party's usual place of residence.
(4) On the appearance of the party complained against, or in his or her absence after proof of the due service of the summons, 2 justices may proceed to the hearing of the complaint, and even though no information in writing or in print has been exhibited before them.
(5) On proof of the offence, either by the confession of the party complained against, or on the oath of at least one credible witness, the justices may convict the offender, and on the conviction may order the offender to pay the penalty or forfeiture incurred, as well as the costs attending the conviction, as the justices think fit.
183 If, immediately on the adjudication, the amount of the penalty or forfeiture and costs is not paid, the amount may be levied by distress and the justices, or either of them, may issue a warrant of distress.
184 If in this or the special Act, or any Act incorporated with them, a sum of money is directed to be levied by distress, the sum of money must be levied by distress and sale of the goods and chattels of the party liable to pay the sum.
185 A surplus arising from the sale of the goods and chattels, after satisfying the sum of money and the expenses of the distress and sale, must be returned, on demand, to the party whose goods have been distrained.
186 (1) A distress levied under this or the special Act, or any Act incorporated with them, is not unlawful, and any party making such a distress is not a trespasser, merely because of a defect or want of form in the summons, conviction, warrant of distress or other proceeding, and the party is not to be considered a trespasser merely because of an irregularity afterwards committed by that party.
(2) Despite subsection (1), a person aggrieved by the defect or irregularity referred to in subsection (1) may recover full satisfaction for the special damage in an action for it.
187 A penalty or forfeiture recovered or imposed, if its application is not otherwise provided for, belongs to the government and may be remitted wholly or in part by the Minister of Finance and Corporate Relations.
188 A person is not liable to the payment of a penalty or forfeiture imposed under this or the special Act, or an Act incorporated with them, for an offence liable to be heard before a justice, unless the complaint of the offence is made before the justice within 3 months after the commission of the offence.
189 (1) If, through an act, neglect or default by which a person has incurred a penalty imposed by this or the special Act, or an Act incorporated with them, damage to the property of the company has been committed by the person, the person is liable to make good the damage as well as to pay the penalty.
(2) The amount of the damages must, in case of dispute, be determined by the justices by whom the party incurring the penalty is convicted.
(3) On nonpayment of the damages, on demand, they must be levied by distress, and the justices, or one of them, must issue a warrant.
190 (1) A justice may summon a person to appear before the justice as a witness in a matter in which the justice has jurisdiction, under this or the special Act, or an Act incorporated with them, at a time and place mentioned in the summons, and may administer to the person an oath to testify in the matter.
(2) If a person summoned, without reasonable excuse, refuses or neglects to appear at the time and place appointed, having been paid or tendered a reasonable sum for his or her expenses, or if a person appearing refuses to be examined on oath or to give evidence before the justice, the person forfeits a sum not exceeding $25 for each offence.
191 (1) It is lawful for an officer or agent of the company, and all persons called by him or her to his or her assistance, to seize and detain a person who has committed an offence against this or the special Act, or an Act incorporated with them, whose name and residence is unknown to the officer or agent, and convey the person, as soon as possible, before a justice, without a warrant or authority other than this or the special Act, or an Act incorporated with them.
(2) The justice must proceed as soon as possible to the hearing and determining of the complaint against the offender.
192 The justices before whom a person is convicted of an offence against this or the special Act, or an Act incorporated with them, may cause the conviction to be drawn up according to the forms prescribed by the Offence Act.
193 A proceeding under this or the special Act, or an Act incorporated with them, must not be
(a) quashed or vacated for want of form, or
(b) removed by certiorari or otherwise into any court.
194 If a party feels aggrieved by a determination or adjudication of a justice with respect to a penalty or forfeiture under this or the special Act, or an Act incorporated with them, or a bylaw of the company, the party may appeal as provided under the Offence Act.
(Section 11)
Form of Certificate of Share
"The ............................................ Company"
Number ......................................
This is to certify that A.B., of ................................., is the proprietor of the share number ...................... of "The .................................... Company", subject to the regulations of the company.
Given under the common seal of the company ........................... [month, day, year].
(Section 15)
Form of Transfer of Shares or Stock
I, ........................................., of .........................................., in consideration of the sum of ......................... paid to me by ...................................., of................................, transfer to ........................... share [or shares] numbered ..........................., in the undertaking called "The ...................................... Company" [or $ .................. consolidated stock in the undertaking called "The ................................ Company", standing (or part of the stock standing) in my name in the books of the company], to be held by him or her, his or her personal representatives and assignees [or successors and assignees], subject to the several conditions on which I held the same at the time of the execution of this transfer; and I, ................................., agree to take the share [or shares] [or stock] subject to the same conditions.
As witness our hands and seals ............................. [month, day, year].
(Section 60)
Form of Mortgage Deed
"The ........................................... Company"
Mortgage Number ......................., $................. .
Under the provisions of [here name the incorporating Act], we, "The ............................ Company", in consideration of the sum of $ ........................, paid by A.B., of ................................., do assign to A.B., A.B.'s personal representatives and assignees, the company's undertaking [and (in case the loans may be in anticipation of capital authorized to be raised) all future calls on shareholders], and all the tolls and sums of money arising under the Act, and all the interest of the company in them, to be held by A.B., A.B.'s personal representatives and assignees, until the sum of $ ................, with interest at the rate of ..................... a year, is satisfied [the principal sum to be repaid at the end of ............................. years from this date (in case of an agreed period for that purpose), at ................................................. (for any place of payment other than the principal office of the company)].
Given under our common seal .............................. [month, day, year].
(Section 60)
Form of Bond
"The ........................................ Company"
Bond Number ...................., $................... .
Under the provision of [here name the incorporating Act], we, "The .............................. Company", in consideration of the sum of $ ................... paid by A.B., of ....................................., bind ourselves and our successors to A.B., A.B.'s personal representatives and assignees, in the penal sum of $....................... .
The condition of the above obligation is that if the company pays to A.B., A.B.'s personal representatives or assignees at ................................... (or any other place of payment than the principal office of the company), on ................................ [month, day, year], the principal sum of $.........................., with interest at the rate of .............. % a year, payable half yearly on .................... [month, day], and ..................... [month, day], then the above written obligation is void, otherwise it remains in full force.
Given under our common seal ......................... [month, day, year].
(Section 65)
Form of Transfer of Mortgage or Bond
I, A.B., of ....................................., in consideration of the sum of $ ....................... paid by G.H., of ..................................., transfer to G.H., G.H.'s personal representatives and assignees, a certain bond [or mortgage], number ..............., made by "The ............................. Company" to ......................................, dated ............................... [month, day, year], for securing the sum of $ ..................... and ........................ interest [or if the transfer be by endorsement, this security], and all my interest in the money secured by it [and if the transfer be of a mortgage, and in and to the tolls, money and property assigned by it].
Witness my hand and seal, ...................... [month, day, year].
Copyright (c) 2001: Queen’s Printer, Victoria, British Columbia, Canada