ANNO DECIMO ET UNDECIMO VICTORIA REGINÆ. CAP. CXIII. An Act to incorporate the District Bank of Quebec. Reserved for the signification of Her Majesty's pleasure 28th July, 1847. The Royal Assent given by Her Majesty in Council on the 22d November, 1847; and Proclamation made thereof by His Excellency JAMES, EARL OF ELGIN AND KINCARDINE, in the Canada Gazette of the 8th January, 1848. WH HEREAS the incorporation of a Bank in the District of Quebec would con- Preamble. tribute to the prosperity of the agriculture and commerce of the Province; and whereas divers persons, by their petition in this behalf, have represented that an Association has been formed for establishing a Bank in the City of Quebec, in which they have become Subscribers and Stockholders, the Capital Stock of which shall be limited to three hundred thousand pounds, to be divided into twelve thousand shares of twenty-five pounds each, of which said Capital Stock there has been subscribed and taken up the sum of one hundred thousand pounds, and have prayed that, for the purposes of the said Association and the carrying on of the business of the said Bank, they may be incorporated; and whereas it is expedient to grant the prayer of the said petition Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and of the Legislative Assembly of the Province of Canada, constituted and assembled by virtue of and under the authority of an Act passed in the Parliament of the United Kingdom of Great Britain and Ireland, and intituled, An Act to re-unite the Provinces of Upper and Lower Canada, and for the Government of Canada, and it is hereby enacted by the authority of the same, That the Honorable Réné Edouard Caron, the Honorable Louis Massue, Christian Wurtele, Peter Langlois, Junr., John Bonner, George O'Kill Stuart, Vital Tétu, Charles F. Pratt, A. Laurie, R. May, James Douglass, John Musson, John McLeod, Henry S. Scott, William S. Henderson, Joseph Morrin, C. Montizambert, John Campbell, J. Čhabot, John Campbell, Thomas W. Lloyd, E. Chinic, Geo. H. Simard, J. A. Pirrie, T. Blanchet, James A. Sewell, C. Fremont, James G. Baird, P. Gingras, Thomas H. Oliver, T. H. Dunn, W. Henry, François DeFoy, Narcisse C. Faucher, Julien Chouinard, F. J. Parant, J. B. Hardy, A. Joseph, William Sewell, Joseph Carrier and William Ramsay, all of the said City of Quebec, and such other persons as now are or hereafter shall be Shareholders or Subscribers of the Capital Stock of the said Association, and their respective heirs, executors, administrators and assigns, shall be and they are hereby constituted a Body Corporate and Politic, in fact and in name, by and under the name, style and title of The District Bank of Quebec, and as such shall, during the con- Corporate. tinuance of this Act, have succession and a Common Seal, with power to break, renew, Name. change and alter the same at pleasure; and shall be capable of suing and being sued, Corporate Certain per sons incorpo rated. powers. Real estate. Amount of of Corpora tion. and of pleading and being impleaded in all Courts of Law and Equity, and other places, in all manner of actions, causes and matters whatsoever; and for the convenient management of their business, but for no other purpose, shall and may purchase, acquire and hold real or immoveable estates and property, not exceeding the yearly value of two thousand pounds, current money of this Province, and may sell, alienate and dispose of the same, and purchase, acquire and hold others in their stead, not exceeding in the whole the yearly value aforesaid. II. And be it enacted, That the Capital Stock of the said Corporation hereby Capital Stock created shall be the sum of three hundred thousand pounds, current money of Canada, divided into twelve thousand shares of twenty-five pounds each, the same being the Capital Stock of the said Association subscribed and that may be subscribed, and so much of which shares as are now and shall be at the time of the passing of this Act subscribed for, are hereby vested in the holders or proprietors thereof, according to their respective interest in the same, and the number of shares which shall then remain to complete the said sum of three hundred thousand pounds shall be vested in the future subscribers thereof, according to the respective interest they may have in the same: Provided always, that the said shares be subscribed for within eighteen months, and be wholly paid up within three years after the passing of this Act. Proviso: the subscribed for within certain periods. Books of sub opened. III. And be it enacted, That a Book or Books of Subscription for so much of the said scription to be Capital Stock as shall not be subscribed at the passing of this Act, may be opened by such persons, at such times and places, and under such regulations as to the Directors of the said Corporation shall seem meet: Provided always, that no share or shares per cent. to be shall be held to be lawfully subscribed for, after the passing of this Act, unless a sum equal to ten pounds per centum on the amount subscribed for be actually paid at the time of subscribing. Proviso: ten paid on sub Fcribing. Directors may make calls, at certain inter holders for sums sub scribed by them. IV. And be it enacted, That from time to time the said Directors may make such calls of money upon the respective Shareholders in respect of the amount of capital vals, on Share- subscribed or owing, and hereafter to be subscribed or owing, as they shall think fit, provided that thirty-one days' notice at the least be given of each call, and that no call exceed the amount of five pounds per share, and that successive calls be not made at less than the interval of three months, and that the aggregate amount of calls made in any one year do not exceed the amount of twelve pounds and ten shillings per share, and every Shareholder shall be liable to pay the amount of the calls so made in respect of the shares held by him, to the persons and at the times and places from time to time appointed by the said Corporation: And all executors, administrators and curators, tion of Execu- paying instalments upon the shares of deceased Shareholders, shall be and they are hereby respectively indemnified for paying the same. Indemnifica tors, &c. Shareholders liable for in terest. V. And be it enacted, That if before or on the day appointed for payment, any Sharein default to be holder do not pay the amount of any call to which he may be liable, then such Shareholder shall be liable to pay interest on the same, at the rate of six pounds per centum per annum, from the day appointed for the payment thereof, to the time of the actual payment; and the said Corporation may, if they think fit, receive from any of the Shareholders willing to advance the same, all or any part of the monies due upon their monies beyond respective shares held and to be held by them beyond the sums actually called for Corporation may receive the calls. may sue Share holders failing to pay amount of their shares. VI. And be it enacted, That if at the time appointed by the said Corporation for Corporation the payment of any call, the holder of any share fail to pay the amount of such call, the Corporation may sue such Shareholder for the amount thereof in any Court of Law or Equity having competent jurisdiction, and may recover the same with interest at the rate of six pounds per centum per annum, from the day on which such call may have been made payable. VII. And be it enacted, That in any action to be brought by the Company against any Shareholder, to recover any money due for any call, it shall not be necessary to set forth the special matter, but it shall be sufficient for the Company to declare that the defendant is a holder of one share or more in the Company, stating the number of shares, and is indebted to the Company in the sum of money to which the calls in arrear shall amount in respect of one call or more upon one share or more, (stating the number and the amount of each of such calls,) whereby an action hath accrued to the Company by virtue of this Act. VIII. And be it enacted, That on the trial of such action it shall be sufficient to prove that the defendant, at the time of making such call, was a holder of one share or more in the said Corporation, and that such call was in fact made, and such notice thereof given as is directed by this Act; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matter whatsoever; and thereupon the said Corporation shall be entitled to recover what shall be due on such call with interest thereon, unless it shall appear either that any such call exceeds the amount of five pounds per share, or that due notice of such call was not given, or that the interval of three months between two successive calls had not elapsed, or that calls, amounting to more than the sum of twelve pounds and ten shillings in one year, had been made. IX. And be it enacted, That the production of the Register Book of Shareholders of the Company shall be sufficient evidence of such defendant being a Shareholder, and of the number and amount of his shares, and of the sums paid in respect thereof; And if the evidence be taken in writing at an enquéte, it shall be sufficient that the register be produced without being left of record, and the verbal evidence of a witness of the purport thereof shall be taken and held to be evidence as aforesaid. In actions brought by tion, it shall the Corpora not be neces special matter. sary to set forth What proof shall be suffiof action. cient on trial failing to pay X. And be it enacted, That if any Shareholder or Shareholders shall refuse or Penalty on neglect to pay any or either of the instalments upon his, her or their shares of the said Shareholders Capital Stock subscribed or to be subscribed at the time or times required by public notice the amount as aforesaid, such Shareholder or Shareholders shall incur a forfeiture, to the use of called for. the said Corporation, of a sum of money equal to ten pounds per centum on the amount of such shares; and moreover, it shall be lawful for the Directors of the said Corporation, while the same remain unpaid, concurrently with the remedy aforesaid (without any previous formality other than thirty days of public notice of their intention,) to sell at public auction the said shares, or so many of the said shares as shall, after deducting the reasonable expenses of the same, yield a sum of money sufficient to pay the unpaid instalments due on the remainder of the said shares and the amount of forfeitures incurred upon the whole; and the President or Vice-President, or Cashier of the said Corporation, shall execute the transfer to the purchaser of the shares of stock so sold, and such transfer, being accepted, shall be as valid and effectual in law as if the same ture may be had been executed by the original holder or holders of the shares of stock thereby Proviso: forfei- transferred; Provided always, that nothing in this section contained, shall be held to debar the Directors or Shareholders, at a General Meeting, from remitting, either in whole or in part, and conditionally or unconditionally, any forfeiture incurred by the non-payment of instalments as aforesaid. remitted. Chief seat of business appointed: be established elsewhere. Election of Notice. vice. XI. And be it enacted, That the Chief place or Seat of Business of the said Corporation shall be in the City of Quebec aforesaid; but it shall and may be lawful for Branches may the Directors of the Corporation to open and establish in other Cities, Towns and places in this Province, Branches or Offices of Discount and Deposit of the said Corporation, under such rules and regulations for the good and faithful management of the same as to the said Directors shall, from time to time, seem meet, and shall not be repugnant to any Law of this Province, to this Act, or to the By-laws of the said Corporation. XII. And be it enacted, That for the management of the affairs of the said CorporaDirectors, &c. tion, there shall be thirteen Directors, who shall be annually elected by the Shareholders of the Capital Stock of the Corporation, at a General Meeting of them, to be held when and so soon after the passing of this Act as ten of the said Shareholders shall have called a meeting for such election, whereof notice shall have been given in at least two of the newspapers published in the said City of Quebec, and at least two weeks previous to such election, at which meeting the said Directors shall be chosen to act until the First Monday in June next thereafter, when the next election shall take place, and so annually on the First Monday in June in every year, at which meeting the Shareholders shall vote Period of ser- according to the rule or scale of votes hereinafter established; and the Directors elected by a majority of votes given in conformity to such rule or scale, shall be capable of serving as Directors for the ensuing twelve months; and at their first meeting after such election shall choose out of their number a President and a Vice-President, who shall hold their offices respectively during the same period; and, in case of a vacancy occurring in the Vacancies be- said number of thirteen Directors, the remaining Directors shall fill the same by election from among the Shareholders, and the Directors so elected shall be capable of serving as Directors until the next Annual General Meeting of the Shareholders; and if the vacancy occurring in the said number of thirteen Directors shall also cause a vacancy of the office of President or of Vice-President, the Directors at their first meeting, after their number shall have been completed as aforesaid, shall fill the vacant office by choice or election from among themselves, and the Director so chosen or elected shall fill the office to which he shall be so chosen or elected until the next General Annual Meeting of the Shareholders; Provided always, that each of the Directors shall be the holder and proprietor in his own name of not less than twenty shares of the Capital Stock of the said Corporation wholly paid up, and shall be a natural born or naturalized subject of Her Majesty, and shall have resided seven years in Canada, and shall for three consecutive years have been, and be actually domiciled in the said City of Quebec, or within seven miles thereof; And provided also, that seven of the Directors in office at the the Directors. period of each annual election, shall be re-elected for the next ensuing twelve months. Election of tween Elec tions. Proviso: Qualification of Directors. Re-election of a portion of Corporation not dissolved by failure to elect on the day appointed. XIII. And be it enacted, That if at any time it shall happen that an election of Directors shall not be made or take effect on the day fixed by this Act, the said Corporation shall not be deemed or taken to be thereby dissolved, but it shall be lawful at any subsequent time to make such election at a General Meeting of the Shareholders to be duly called for that purpose, XIV. rectors to in XIV. And be it enacted, That the Books, Correspondence and Funds of the Corpora- Power of Dition shall at all times be subject to the inspection of the Directors; but no Shareholder, spect accounts, not being a Director, shall inspect or be allowed to inspect the account or accounts of &c. any person or persons dealing with the Corporation. Directors. XV. And be it enacted, That at all meetings of the Directors of the said Corporation, Quorum of not less than five of them shall constitute a Board or quorum for the transaction of business; and at the said meetings the President or in his absence the Vice-President, or Who shall preside. in their absence, one of the Directors present, to be chosen pro tempore, shall preside; and the President, Vice-President, or President pro tempore, so presiding, shall vote as a Director; and if there be an equal division on any question, shall have a casting vote. Casting vote. XVI. And be it enacted, That it shall and may be lawful for the Directors of the By-Laws how Corporation hereby constituted, from time to time, to make and enact By-laws, Rules made. and Regulations, (the same not being repugnant to this Act, or to the laws of this Province,) for the proper management of the affairs of the said Corporation, and from time to time to alter or repeal the same, and others to make and enact in their stead; Provided always, that no By-law, Rule or Regulation so made by the Directors, shall Proviso: such have force or effect until the same shall, after six weeks' public notice, have been con- ject to confirmBy-laws subfirmed by the Shareholders at an Annual General Meeting, or at a Special General ation. Meeting called for that purpose. No Director shall be paid except the Pre sident, XVII. And be it enacted, That no Director of the Corporation hereby constituted shall, during the period of his services, act as a private banker, nor shall any Director other than the President be entitled to any salary or emolument for his services as a Director, but the President may be compensated for his services as President, either by an annual vote of a sum of money by the Shareholders at their Annual General Meetings, or by a fixed salary; and in the latter case, for the purpose of securing to the Corporation the undivided attention and services of the President, it shall be lawful for of President. the Directors, if they see fit, to choose and appoint annually, from among themselves, a person duly qualified who shall be President of the Corporation, and to award to him such remuneration for his services, as they in their judgment shall see fit; any thing hereinbefore contained to the contrary notwithstanding. Remuneration Directors to appoint Offi cers of the Bank. Cashiers, and XVIII. And be it enacted, That the Directors of the said Corporation shall have power to appoint such Cashiers, Officers, Clerks and Servants under them as shall be necessary for conducting the business of the Corporation, and to allow reasonable compensation for their services respectively; and shall also be capable of exercising such power and authority for the well governing and ordering of the affairs of the Corporation as shall be prescribed by the By-laws thereof: Provided always, that before permitting any Cashier, Officer, Clerk, or Servant of the Corporation, to enter upon the duties of his office, the Directors shall require every such Cashier, Officer, Clerk or Servant to give bond, to the satisfaction of the Directors, that is to say: every Amount. Cashier, in a sum not less than five thousand pounds, current money of Canada, and every other Officer, Clerk, or Servant, in such sum of money as the Directors consider adequate to the trust to be reposed, with conditions for good and faithful behaviour. Officers to give security. declare Divi XIX. And be it enacted, That it shall be the duty of the Directors to make half- Directors to yearly dividends of so much of the profits of the Corporation as to them shall appear de advisable; dends. |