BILL No. 37 of 1924.

An Act respecting The Alberta Co-operative Wheat Producers, Limited. (Assented to 1924) .

Whereas, The Alberta Co-operative Wheat Producers, Limited, was, duly incorporated on the eighteenth day of August, 1923, under the provisions of The Co-operative A8sociation Act, .being

Chapter 160 of the Revised Statutes of Alberta, 1922; And Wile-reali', it is desirable that the said incorporation be confirmed and validated and that the said Corporation be declared to have and to have had since its incorporation the powers hereinafter set forth and that certain agreements of the Corporation be given effect to and validated. Therefore His Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Al­ berta, enacts as follows: 1. This Act may be cited as "The Albertn Co-o]Jemtive Wheat Producers i , Liniited, Act." , 2.

The said incorporation is hereby confirmed, ratified and validated, and William James Jackman, farmer, Brem­ ner; Charles Wilson Robinson, farmer, Munson; Henry Wise Wood, farmer, Carstairs; Archie Rutherford Brown, farmer, Westlock; Clarence Claussen Wager, farmer, Coro­ nation; Stephen Lunn, farmer, Pincher Creek; Tom Pole, farmer, Beddington i Clarence Alexander Noland, farmer, Redland; Fred McDonald, farmer, Mirror; William Burns Storm, farmer, Balemead; Malcolm Alexander McMillan, farmer, Tees; Samuel Nelson, farmer, Sunnyslope; William Franklin Harvey, farmer, Milo; Hans Lausen, farmer, Carseland; Francis Duncan Beveridge, farmer, Calgary; John Edwin Gustus, farmer, Calgary; Christian Jensen, farmer, Magrath; Lachlaine Archibald Campbell, farmer, Calgary; Lew Hutchinson, farmer, Duhamel; Archibald H.

Clark, farmer, Edmonton; Thomas Byers, farmer, Edmon­ ton; Ben Peter Dick, farmer, Edmonton; James Alexander Sutherland, farmer, Namao; George Almer Wilkinson, farmer, Edmonton; together with all such persons as 'have' become members of the corporation prior to the passing of this Act and all such other persons as may hereafter become members of the corporation in accordance, with the by-laws thereof, are hereby declared to 'be an'd to have b6)en since the eighteenth day of August, 1923; -a body cor­ porate and politic under the name and style of "TheAlbm·ta Co-o]Jemtive Wheat P-I'odu(;crs, Limited," the' said body corporate and politic by that name shall have perpetual succession and a common seal, and by that name may

2 sue and be sued, plead and be impleaded in all Court~ whatsoever, and shall be and is possessed of and in­ vested with all the real and personal estate, property, assets and efrects, and nIl present,and future rig-hts, claims and interests of the said corporation. and shall be and is liable for all the debts, liabilities and obligations of the said corporation, and the real and personal estate, property, assets and effects and all present and future rights, claims and interests of the said corporation are declared to be vested in The Alberta Co-operative Wheat Producers, Limited, the corporation hereby reincorporated.

(2) In addition to the foregoing the corporation shall have and be deemed to have had since the eighteenth day of August, 1923, the capacity of a natural person to accept extra provincial powers and rights and to exercise its po\\rers beyond the boundaries of the ProVince to the extent to which the laws' in force where such powers are sough( to be exer­ cised permit, and the corporation shall by virtue of 'its in­ corporation so far as its .capacities are concerned liave and be deemed to have had the same capacities as if it were or had been incorporated by letters patent under the Great Seal: Provided that nothing in this

section contained shall so far as concerns the ascertainment anq adjustment of rights between the corporation or its officers and its members or any of them be deemed to extend the powers of the corpor­ ation beyond the objects in this Act set fOlth. 3. The said corporation is declared to haveal1d shall be' deemed to have had at all times since its incorporation on the eighteenth day of August, 1923, all the powers in this Act ;et forth.' 4. The agreement referred to in subsection 8 of

section 8 hereof, or any agreement to the like effect heretofore or hereafter purporting to have been or to be entering info between the corporation and any other person or perSO\1S or corpoi-ation, is declared to have been and to be in fun force, virtue and effect and to be legal, valid and binding. 5.

The concerns and business of the corporation shall be managed by a Board consisting of seven dil~ectol's or such gre,ater number as may fro111 time to time be fixed by the rules and by-laws of the corporation,' and the' fol­ lowing shall he and continue to be the directoi·s of the cor~ poration, namely, Henry Wise Wood, of Carstail's; William James Jackman, of Bremner; Christian Jensen, of Magrath; Lew Hutchinson, of Duhamel; Ben Stnith Plumer. of Bas­ sa no ; Oran Leo McPherson, of Vulcan; and Robert Newton Mangles, of Youngstown, until their successors are appoint­ ed under the rules 01' by-laws of the corporation. ' G.

The capital of the corporation shall continue to be unlimited in amount, and. shall contin.ue to consist 'of share~, of the par value of one dollar. ($1.00) each, or of such other amount as shall from time to time be determined by 'the rules or by-laws of the corporation.

3 7. The head office of the c~rporation shall be at the Ci:ty. of ,Calgary, 01' at such other place in the Province as the directors may determine. 8. The objects of the corporation shall be and the cor­ poration is hel'eby authOl'ized- 1.

To act as agent and factor to receive and take delivery of, handle, grade, classify, store, mOltg'age, pledge, hypothecate, insure, trum-mort, sell, market and otherwise dispose of and deal in the whent and gntin and other cereaJ~ produced or delivered to it by the membel'~ of this assoeiation 01' others, and any documents of title, warehou~e receipts, storage receipts or other documents with respect thereto; 2. To enter into any contracts or arrangement~ whatsoever for Co-.ol)e,·ative 01' incidental to the co-operative selling or marketing of wheat; :~~~~f. of 3.

To act as mercantile agent as defined by and within the mean- Mercantile ing of The Factors Act, being

chapter 147 of the Revised Statutes of ~~~~~. 4. To act as attorney in fact for its members or any of them Att()rney for or for others; member". 5. To loan and advance money to members of this association or To loan and other person, or persons, or firms, 01' association, or company, upon advance any adequate security and to accept as collateral or security for any money. such loans, warehouse receipts, storage receipts', documents of' title, mortgages or any other kind of property or security permitted by law; 6.

To mingle and mix the wheat, grain and other cereals received To handle by this association from any member with wheat, graih and other grain. cereals of like kind, grade and classification delivered to this associa- tion by other members and, in its discretion," clean, condition, blend or process the same; . 7.

To pay pro rata to the members of this association delivering Distl"ibute wheat, grain and .other cereals to this association the average price p .. o~eeds of secured on the sale of all wheat of like kind and grade so commingled graIn. and sold, subject to such deductions as are provided for by contract and by the by-laws of this association; . 8. To enter into and carry into effect, with or without modifica­ tion, a certain agreement which was referred' to in the memorandum and filed with the Registrar of Joint Stock Companies upon the said incorporation.; 9.

To enter into and carry into effect such other contracts 'with Other re.spect to all kinds and classes of wheat, grain and other cereals and eontracls. agricultural products and dDcuments of title,receipts and other docu- ments with resp.ect thereto, of the members of this association or others as may be deemed expedient by this association; 10.

To buy, sell and deal in and deal with all classes of \\'heat, Conduct grain and other cereals and agricultural products and any documents gen~ral of title, warehouse receipts, storage· receipts or otJ1er documents with ~~~:~e.s. respect thereto and to receive the same on consignment or otherwise and to sell the same on commission or otherwise and generally conduct the business df' dealers in grain, wheat and other cereals and of produce merchants; 11. To manufacture, buy and sell flour and other food articles Flour. man ufactured from grain and cereals; 12.

To acquire by purchase, lease or otherwise, and to own, Elevato",. sell, lease, construct, maintain, convey, improve, equip and operate all classes of grain elevators, warehouses, granaries, buildings and manufactories for the storage of all kinds of goods that may be pro- duced from or in conjunction with grain or cel'eals of any kind; 13. To buy and sell, trade and deal in and d.eal with the products Grain of said manufactories or factories and in said grain or cereals in any products. stute of their product; 14.

To rec~ive wheat and other grains or cereals for storage anp Warehousing to carryon the business of warehousing and cold storage and all the and stora"e business necessary 0'1' impliedly incidental thereto and to further carry on the business of general warehousing in, all its several branches; 15.

To amalgamate or enter into a partnership or any agreement To enter into or arrangement for union of interest, co-operations, joint adventure, agreements. sharing profits, reciprocal concession· or otherwise with any other person or persons or company or association carrying on or engaged in or interested in any similar or suitable business or transaction and

'1'0 hold s(l(·uritip~. Canada Gl'ain Act license Ollerate in other 1'1'ovinccl-1. Secure h·giHlation. Make arrangements with govel'nmentg or other authorities. Bt'anches and agencies. Associate bm~ine~ses. Property. Construction. Legislation. 4 to confer upon or delegate to any such person or persons or company or association all of the powers, rights and privileges of this associa­ tion hereunder or under the contract mentioned in paragraph eight hei'eof or otherwise; 16.

To take or otherwise ucquire nnd hold Rhures, bonds, deben­ tures, stocks 01' other securities 01' obligations in any other company or association carrying on any business capable of being conducted . so as directly or indirectly to benefit this association and to pay for the same wholly or partly in cash fully paid up and non-assessable shares of the capital stock or other secul'ities of this association 01' otherwise as may be agreed upon and to vote all shareR so held through such agent or agents as the trustees may appoint and to dispose of the same or any part thereof on such terms and in such manner us the. association shall think fit; 17, For any of the purposes of this association to become licensed as reqUired under any of the provisions of The Canadq, Grain Act and its amendments and to carryon any business in the said Act referred to and to make and execute all necessary contrads, bonds and obligations and do all things thereby required for any of the said purposes; 18.

To procure the r.ssociation to be registered and recognized in any other Province or Provinces of Canada or in any other country and to designate persons therein according to the laws of such Pro­ vince or Provinces or such other country to represent this association and to accept service for and on behalf of the association of any process or suit; 19.

To apply and promote and obtain any Act of Parliament, Federal or Provincial, and any order from other authority fol' enabling this association to carry any of its objects into effect or for any other purpose which may seem expedient and to oppose any pro­ ceeding or applications which may seem calculated directly or indirect­ ly to prejudice the interests of this association; 20, To enter into any arrangements with any authorities, govern­ ments, municipal, local or otherwise, that may seem conducive to the objects of this association or any of them, and to obtain from any such authority any rights, privileges and concession or guarantees which this association may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privi­ leges, concessions or guarantees; . 21.

To establish branches or agencies in any Province of Canada or in any country and to carryon business in any such Province 01' country through such branches or agencies or otherwise, subject al­ ways to local laws in any such province or country; 22. To carryon any other business (whether manufacturing or otherwise) which may seem to this association capable of being con­ veniently carried on in connection with the business of the association­ or calculated directly or indirectly to enhance the value of or render more profitable any of the association's property; 23.

To purchase or by any other means acquire any freehold, leasehold, or other property for any estate or interest whatever and any rights, privileges or easements over or in respect of any property and any buildings, factories, mills, works, wharves, roads, railways, tramways, machinery; engines, rolling stock, plant, live and dead stock, barges, vessels or things and any real or personal property or rights whatsoever which may be necessary for or may be con­ veniently used with or may enhance the value of any other property of this association; 24.

To build, construct, maintain, alter, enlarge, pull down and remove or replace any buildings, factories, mills, offices, works. wharves, roads, railways, tramways, machinery, engines, walls, fences, banks, dams, sluices or watercourses and to clear sites for the same or to join with any person, firm or company or association in doing any of the things aforesaid and to work, manage and control the same or join with others in so doing . • 25.

To apply for or join in applying for, purchase, or by other means acquire and protect, prolong and renew any trademarks and trade names, patents, patent rights, brevets d'invention, licenses, pro­ tections and concessions which may appear likely to be advantageous or useful to this association and to use and turn to account and to manufacture under or grant licenses or privileges in respect of the same and to expend money in experimenting upon and testing and in improving or seeking to improve any patents, inventions or rights which this association may acquire or propose to acquire;

5 26.

To acquire and undertake the whole or any part of the (;oodwill. busineHs, goorl will and assets of any person, firm or company or association carrying on 01" proposing to canyon any of the businesses which this association is authorized to carryon and, as PaJ·t of the consideration for ~uch acquisition, to undertake all or any of the liabilitie;; of such person, firm or company and to give or accept, by way of considemtion for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or ;;ecUl'- ities that may be agreed upon and to hold or retain and sell, mortgage and deal with any shares, debentures, debenture stock or securities so received; 27.

To guarantee or undertake the payment of the intere:,;t on 01' H~rur-il ips. pl"incipal of the share;;, debentures, debenture stock, bonds or oth2r securitief' or obligations of any company or af'sociation. 28. To improYe, manage; cultivate, develop, exchange, let on P,'operl.y lease or otherwise, mortgage, charge, sell, dispose of, turn to account, r-i"ht •. gl'ant rights and privileges in respect of or otherwise <,leal with all or any part of the property and right~ of this association; 29.

To advertise in "uch a way as this association may deem Puhlicity. expedient and in particular by advertising in the press, by circulars, by pamphlets, lectures, by pUblication of books, newspapers and period icals and by granting prizeH, rewards and donations; 30. To invest and deal with the moneys of this association not Inve,tment •. immediately Tequirecl uJlon such securities and in Huch manner a~ may from time to time be determined; 31.

To borrow and' raise money in such manner as this associa- Finnneinil' tion shall think fit and, in particular but not so as to restrict the generality of the foregoing, by the issue of debentures 01' debenture stock (perpetual or otherwise) and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien or other charge upon the whole 01' any part of the property of its members in its or in its agents' possession and of this association's property 01' assets (whether present or future), including its uncalled capital, ancl also by a similar mortgage, charge or lien to secure and guarantee the performance by this association of any obligation or liability it may undertake; 32.

To draw, make, accept, endorse, discount, execute and issue Negotiahip promissory notes, bills of exchange, bills of lading, warehouse or security. storage receipts and all documents required under The Canada G1'Itin Act, warrants" debentures and other negotiable and transferable instruments; 33. To act as agents or brokers and as trustees for any person, Power to firm or company or association and to undertake and perform sub- employ contracts and also to act in any of' the businesses of thiH association b~~k~~:s etc through or by means of agents, brokerf', sub-contractors or others; . . . 34.

To pay all or any expenses' incurred in connection with the InCOl'l>Ol'ation formation and incorporation of this association or to contract with eXllen'e. any person, firm or company or association to ]Jay the same; 35.

To promote any other company or association for the pur- SuhsiJiary pose of acquiring all or any of the property and undertaking any of comllRnies. the liabilities of this association or of undertaking any busines::; or operations which may appear likely to assist 0)' benefit this association or to enhance the value of any property or business of this association and to place or guarantee the placing of, underwrite, subscribe for 01' otherwise acquire all or any part of the shal'e::; or securities of any such company or association as aforesaid; 36.

To sell or otherwise dispose of the whole or any part of the DispoHai of undertaking of this association, either together or in portions, for A"et.. such consideration at; this association may think fit and in particular for shares, debentures or securities of any company purchasing same; 37. To dish'ibute among the members of this association in kind IJistdbution any property of this association and in particular any shares de- of sectll'itie •. bentures 01' ~ec\lrities of other companies or associations belongi~g to this association, or of which this association may have the ]lowet· of disposing; 38.

To do all such other things as may be deemed incidental or Genel'al conducive to the attainment of the above objects or any of them; powers. 39. To do and perform any acts or things whatsoever not herein otherwise provided for, which are authorized to be done by an asso­ ciation incorporated pursuant to Tile Co-o]Jerntive A.~.~oci({tiol1.~ Act.

6 9.. It is hereby expressly declared that each power con­ ferred . upon the corporation under the preceding

section shall be construed independently of the other powers there­ in set out and that none of such powers shall be deemed to be merely subsidiary to any other power. 10.-

(1) The by-laws of the cor'poration her'dofof'() fil(!u with the Hegistrar of Joint Stock Companies under the pro­ visions of The Co-operative Associntions Act are hereby declared to have been at all times binding upon the corpor­ ation and all the members thereof and all persons having dealings with the corporation as the by-laws of thE' COl'por­ ation, and to continue to be so binding nntil they are duly repealed, altered or amended.

(2) Whenever in the said by-laws reference is made to the association, or its memorandum of association, or to the trustees of the association, such reference shall be deemed to, be reference to the corporation and this Act and to the directors of the corporation respectively. . 11. The district delegates referred to in the said by-laws may from time to time by by-law make provision for the delegation of all or any of the powers of the corporation to the directors. 12.

The district delegates provided for in the by-laws hereinbefore referred to may from time to time repeal, alter or amend any by-laws of the corporation, or make additional by-laws, by a by-law or by-laws passed by a majority of three-fifths of the delegates actually present and voting at a meeting specially called for that purpose or at any annual meeting of which meeting notice shall be given at least ten days prior to the time fixed for such meeting. , 13.

Notice shall be given of every proposed by~law involving any repeal, alteration or amendment, and of every new by-law, by leaving a copy thereof, signed by the pro-' poser, with the secretary of the corporation at the regis­ tered office of the corporation at least fourteen rlear days before the meeting, at which it is intended to propose the said by-law, and the general effect thereof shall be stated in the notice calling such meeting, provided that amendment without notice might be introduced by unanimous consent at the meeting, . 14.

Every contract, agreement, engagement or bargain made and every bill of exchange drawn, accepted or in­ dorsed, and every promissori note made, drawn 01' indorsed, and every grain ticket made, drawn, signed 01' indorsed on behalf of the corporation by any agent, officer, or servant of the corporation in substantial accordance with his author­ ity as such under the memorandum of association, or by-laws of the corporation, shall be binding upon the corporation and

7 in no case shall it be necessary to have the seal of the cor­ poration aflixed to any such contract, note, cheque 01' grain ticket or document of like nature, or to prove that the same was made, drawn, accepted, signed or indorsed, as the case may Le, ill punnlCtllce of any Ly-Iaw OJ' :,;pecial vote OJ' ol'del', nor shall the party so acting as agent, officer, or servant of the corporation be thereby subject individually to any liability whatsoever to any third party therefor. 15.

The members and directors of the corporation shall not as such be held responsible for any account, default or liability whatsoever of the corpol'G),tion or for any engage­ ment, claim, payment, loss, injury, action, matter or thing whatsoever relating to or connected with the corporation beyond the unpaid amount of their respective shares in the capital stock thereof. Hi.

No grain received by the corporation from any pel'SOIl or persons for sale, nor the proceeds of any such gJ'ain shall be liable to seizure or attachment by any creditor of the corporation, except only for the purpose of, or on account of any security held by any creditor who has lent money to the corporation on the security of such grain, or -on documents or other evidence of title to such grain. 17.

All the provisions of The Co-operative Assoc£nt1:ons Act shall continue to apply to the corporation, except and EO far only as the same are superseded by or are in conflict with any of the provisions of this Act or of any presently existing by-law of the corporation or of any by-law here­ after passed pursuant to the provisions of this Act. 18. Notwithstanding any Statute or rule of law or equity to the contrary and any stipUlation, condition 01' agreement contained in the contract referred to in subsection 8 of sec­ Lion 8 hereof or in any like or similar contract with the cor­ poration providing- (

a) for the payment of any fixed sum as liquidated damages; (

b) for an injunction against the repetition or continu- ance of any breach; , (

c) for the specific performance of the contract, shall be deemed to be valid and binding and shall be given full effect to by all Courts of Law and Equity having juris­ diction in the matter. 19. Order in Council No. 1388-23, dated the thirty-first dny of October, 1923, whereby the Provincial Treasurer was authorized to sign and deliver to certain banks a letter of undertaking in the terms set out in the said Order in Council, is hereby confirmed and declared to be valid and binding. 20 .. This Act shall come into force on

No. 37. FOURTH SESSION FIFTH LEGISLATURE 14 GEORGE V 19~4 BILL

An Act respecting The Alberta Co­ operative Wheat Producers, Limited Received and read the First time .................. . Second time ................. . Third time ......... , . '" .... . HON. MR. BROWNLEE. EDMONTON: J. W. ·JEFFERY, KING'S PRINTER A.D. 1924 Title: 1924 (5th, 4th) Bill 37,

An Act respecting The Alberta Co-operative Wheat Producers, Limited