4. The Bank of Yarmouth, Nova Scotia, suspended payment March 6, 1905. 5. The Halifax Banking Company, absorbed by the Canadian Bank of Commerce. 6. The Exchange Bank of Yarmouth, absorbed by the Bank of Montreal. 7. The Peoples Bank of Halifax, absorbed by the Bank of Montreal. 8. The Commercial Bank of Windsor, absorbed by the Union Bank of Halifax. 9. The Summerside Bank, absorbed by the Bank of New Brunswick. 10. The Merchants Bank of Prince Edward Island, absorbed by the Canadian Bank of Commerce. The assets of the Bank of British Columbia were purchased by the Canadian Bank of Commerce, under the provisions now contained in secs. 99 to 111, the purchase taking effect the 2nd of January, 1901. The Bank of British North America. Sec. 5. 6. The sections of this Act which apply to the Bank of What British North America are sections, one; two; provisions applicable. six; seven; thirty-nine; forty-five; fifty-seven to sixty-one, both inclusive; sixty-three to one hundred and twenty-four both inclusive; one hundred and thirty; one hundred and thirty-two to one hundred and fifty-two, both inclusive; and, one hundred and fifty-four to one hundred and fifty-seven, both inclusive. 2. The other sections of this Act do not apply to the Bank of British North America. 53 V., c. 31, s. 6; 63-64 V., c. 26, s. 7. Sec. 6. Section not Cf. next section. The following sections of the Act do not apply to the Bank applicable to of British North America. Bank of B. N. A. Chief office at Montreal. 3-5. Application of the Act; 8-17. Incorporation, and organization of banks; 18-32. Internal regulations; 33-35. Capital stock, increase or reduction; 36-38. Subscriptions and calls; 40-42. Recovery of calls; 43-44. Transfer of shares; 46. Sale of shares under execution. 62. Note issue at agency in British possession outside of Canada; 125-129. Double liability of shareholders, application of limitations, forfeiture of charter by insolvency, calls in case of insolvency; 131. Priority of charges in case of insolvency; 153. Penalties for making wilfully false statement, etc.; 158. Recovery of penalties by Crown. 7. For the purposes of the several sections of this Act made applicable to the Bank of British North America the chief office of the Bank of British North America shall be the office of the bank at Montreal in the province of Quebec. 53 V., c. 31, s. 7. The Bank of British North America was incorporated by royal charter, and has a corporate existence independently of the act (cf. Bank of B.N.A. v. Browne, 1850, 6 U.C.R. 490; Patton v. Foy, 1860, 9 C.P. 512). Its head office is situated in London, Eng. The bank is subject to the Bank Act to the extent specified in sec. 6. CHAPTER V. INCORPORATION AND ORGANIZATION OF BANKS. The sections included in this chapter do not apply to the Bank of British North America (sec. 6). 8. The capital stock of every bank hereafter incorporated, Particulars the name of the bank, the place where its chief office is to be incorporasituated, and the name of the provisional directors, shall be tion. declared in the Act of incorporation of every such bank respectively. 53 V., c. 31, s. 9. Cf. sec. 4. of. 9. An Act of incorporation of a bank in the form set forth Form therein schedule B to this Act shall be construed to confer upon the bank thereby incorporated all the powers, privileges and immunities, and to subject it to all the liabilities and provisions set forth in this Act. 53 V., c. 31, s. 9. The form of act of incorporation of new banks provides that the act shall remain in force until the 1st day of July, 1911, but subject to the provisions of sec. 16. stock and shares. 10. The capital stock of any bank hereafter incorporated Capital shall be not less than five hundred thousand dollars, and shall be divided into shares of one hundred dollars each. 53 V., c. 31, s. 10. This section dates from 1890, the provision as to the amount of the par value of shares being new in that year. The condition that the capital should be not less than $500,000 was implied in the provision of the Act of 1871, that no bank to be thereafter incorporated, unless otherwise provided by its charter, should issue notes or commence the business of banking until $500,000 should have been bonâ fide subscribed, etc., cf. sec. 13 of the present Act. Sec. 11. 11. The number of provisional directors shall be not less Provisional than five. directors. Tenure. Opening of stock books. Where. How long. Quorum. Informality of proceed ings. 2. The provisional directors shall hold office until directors are elected by the subscribers to the stock, as hereinafter provided. 53 V., c. 31, s. 11; 4-5 E. VII., c. 4, s. 1. This section dates from 1890 except that prior to 1906 it was not divided into two sub-sections. "As hereinafter provided," see sec. 13, which provides for the election of directors by the subscribers to the stock. See notes to next section. 12. For the purpose of organizing the bank, the provisional directors may, after giving public notice thereof, cause stock books to be opened, in which shall be recorded the subscriptions of such persons as desire to become shareholders in the bank. 2. Such books shall be opened at the place where the chief office of the bank is to be situate, and elsewhere, in the discretion of the provisional directors. 3. Such stock books may be kept open for such time as the provisional directors deem necessary. 53 V., c. 31, s. 12. This section dates from 1890, except that in 1906 it was divided into its present sub-sections. "Public Notice," see sec. 2, sub-sec. 2. No provision is made as to what shall constitute a quorum or as to the filling of vacancies. A majority would be a quorum (see Interpretation Act); and casual vacancies in the board would not invalidate the acts of the board (York Tramways v. Willows, 1882, 8 Q.B.D. 685), unless the number of directors were thereby reduced below the legal minimum of five (In re Alma Spinning Co. Bottomly's case, 1880, 16 Ch.D. 681; Toronto Brewing, etc., Co. v. Blake, 1883, 2 O.R. 175; cf. notes to sec. 25). It does not seem to be necessary that the provisional directors should actually meet together at one place if they are unanimous in coming to a decision (In re Great Northern, etc., Works, Ex parte Kennedy, 1890, 44 Ch. D. 472). And the informality of their internal proceedings cannot affect a third person who deals with them (Allen v. Ontario & Rainy River, 1898, 29 O.R. 510); cf. Chapter VI. on Internal Regulations. Sec. 12. directors. The powers of the provisional directors seem to be limited to Powers of the organization of the bank, and, for that purpose, to the open- provisional ing of stock books and the obtaining of subscriptions and payments thereon sufficient to comply with sec. 13, and then under the last mentioned section the calling of a meeting of subscribers to supplant them by the election of directors from among the subscribers, which the provisional directors themselves may never be. (In re North Simcoe Railway Co. v. Toronto, 1874, 36 U.C.R. at p. 119.) They are merely trustees to start, as it were, the ordinary legal machinery into motion. Upon the meeting of the subscribers and the election of directors, the whole object of the appointment of provisional directors is satisfied, and their authority ceases. (Michie v. Erie & Huron, 1876, 26 C.P. at p. 574.) The ordinary rules governing subscriptions for and allotments of stock would doubtless prevail. (See Chapter VIII., on Shares and Calls.) The prohibition of section 14 against the bank's commencing the business of banking is not intended to prevent calls being made on stock subscribed for, or to prevent the board of provisional directors from doing any acts for and in the name of the bank within the power of directors, so long as such acts fall short of what might properly be termed "commencing operations." (North Sydney v. Greener, 1898, 31 N.S.R. 41.) scribers. 13. So soon as a sum not less than five hundred thousand First meetdollars of the capital stock of the bank has been bonâ fide sub-ing of subscribed, and a sum not less than two hundred and fifty thousand dollars thereof has been paid to the Minister, the provisional directors may, by public notice, published for at least four weeks, call a meeting of the subscribers to the said stock, to be held in the place named in the Act of incorporation as the chief place of business of the bank, at such time and at such place therein as set forth in the said notice. |