Bill 83 (Legislature 2, Session 4)

L2 S4 10688

Alberta — Bills

BILL No. 83 of ~913.

An Act to Incorporate the Albrrta Co-operative Elevator Company, Jlimited. (A ssent~d to 1913.) HIS MAJESTY, by and withlthe advice and consent of the !Legislative Assembly of Alberta enacts as follows: 1. In this Act the term '' loca " unless the context other-

Interpretation wise requires means the body o shareholders who support an elevator organized and esta lished at any point in the province, and the term "loc board of management" means the board of managers lected at any meeting of such "local," according to the rovisions of this Act. INCOUPORATION, PO!WEUS, E'l'C. 2. William J. Tregillus, of Cal ary; Edward John Fream, rnoorpomtl~n of Calgary; Joseph Quinsey, of Noble; William S. Henry, of Bow Island; Rice Sheppard, f Edmonton; Edwin Cars- well, of Red Deer, and Percy .

Woodbridge, of Calgary, all in the Province of Alberta, nd all such other persons as shall become shareholders of the company shall be and are hereby declared to be a b dy corporate and politic, under the name and style of ' The Alberta Co-operative Elevator Company, Limited." 3. The capital stock of the co~pany shall consist of such Capite! amount as shall from time to tim be fixed by the Lieutenant stock Governor in Council and shall be divided into shares of sixty dollars each, to be held on y by agriculturists. 4.

No person shall hold more than twenty shares and noHoidings assignment or transfer of any $are shall be valid unless approved by the directors. 5. The company shall have p wer to construct, acquire Power• by purchase, agreement, lease otherwise, maintain and operate grain elevators and ( ubject to the provisions of the next succeeding

section o this Act) to sell or lease to any company, or to make an a eement with any company to control and operate grain el vators in the Province of Alberta, (provided that no such last mentioned sale, lease or agreement shall be valid or binding until it has first been submitteed to all "locals ' and has been approved by a majority of the total sha eholders of the company actually voting upon such propos d sale, lease or agreement); to buy and sell grain and generall to do all things necessary to the production, storing and arketing of grain; to act as commission or general agents for any person, company or corporation in the purchase, sale, storing and delivery of any and all goods and chat Is required by farmers;

2 to acquire by purchase, ateement, lease, or otherwise, and to hold, any interest in real or personal property requisite for the purposes of the company, and to dispose of the same or any portion t ereof. 6. Every sale, lease, agr]ment, or other arrangement made with any company f r the control or operation of the Raid elevators under a hority of the next preceding section, shall be subject to he approval of the Lieutenant Governor in Council, and ts covenants, provisions and requirements shall be non-e forceable until such approval has been expressed. 7.

The head office of the}ompany shall be at Calgary, Head ~t!iee in the Province of Alberta, r at any such other place in Alberta as the directors rna from time to time determine by by-law. 8. Until directors are el cted as hereinafter provided Pro~o,•al the aforesaid William J. T egillus, Edward John Fream, dtreo "' Joseph Quinsey, William S. enry, Rice Sheppard, Edwin Carswell, and Percy P.

Woo ridge, shall be the provisional directors; and they or a rna ority of them are hereby em powered to take subscripti ns for shares and to receive payments thereon, to organ ze locals, to make all neces- sary payments for costs an expenses incident to the sale of shares, and the organiz tion of locals and generally to perform all acts and things and pay all expenses necessary for the organization of the c mpany. 9. The company shall npt commence business until commj;n.ce twenty locals have been org::j.nized as hereinafter provided. b'ue.ri!~ 10.

As soon as the condit" ns for the commencement of !"!!!:i;111e .... t business as set out in the ne t preceding

section have been complied with the provision l directors shall call the first general meeting of the com any at the head office of the company by giving twenty ays' notice of the holding of such meeting to each delega e, elected as hereinafter pro- vided for; such notice to e given by registered letter; and at the said meeting a b ard of directors comprised of nine duly qualified sharehol ers shall be elected who shall be paid such remuneration the meeting may determine. 11.

At the first general eeting of the company three Direotf.• directors shall be elected f r three years, three for two years, and three for one ye r, and thereafter a sufficient number of directors shall be elected each year to fill the vacancies occurring on the b ard; and all directors elected annually subsequent to the rst general meeting shall hold office for three years; prov· ed that the shareholders at s.ny general meeting may by resolution which shall receive three-fifths majority of the d legates voting thereon remove any director or all director before the expiration of his or their period of office and ay subsequently by an ordi- nary resolution appoint anot er shareholder or shareholders in his or their stead.

Th shareholder or shs.reholders so appointed shall hold offic during such time· only as the director or directors in wh se place he or they (is, or) are appointed would have he d the same if the said diredor or directors had not been re oved.

3 12. Immediately after eac annual meeting the directors omcera1 shall meet and from among t eir number or otherwise they shall appoint a president, ice-president, secretary and treasurer, and shall by by-1 w describe and set out the duties of the various officer , fix the amount and mode of payment of the salaries of ll officers, and, in the absence of by-laws passed by the sh reholders may make by-laws for the management and cont ol of the property of the com pany, and the general condu t of its business.

Any such by-laws, except those assig · g the duties and fixing the salaries of officers shall be co firmed, amended or repealed at the annual meeting of hareholders succeeding their adoption by the directors. The remuneration of the directors. qua directors shall e fixed by the shareholders in annual meeting assembled. 13. The persons entitled o vote at the first general!:ffi.Y~~ meeting and at all subsequ nt general meetings of the to vote company shall be the shareh lders who have been elected delegates by the locals for tha purpm;e under the provisions of

section 20 hereof; each legate shall have one vote; and excepting as provided i this

section no shareholder shall vote at any meeting of the company on account of any shares held by him or o erwise and all acts done by a majority of the delegates at any meeting of the company shall be deemed to be the ac s of the company. 14.

The business of the co npany shall be managed by r.ow':Jf the directors who may affix he seal of the company and •rec make all contracts on behal of the company and may exercise all such powers of th company as are not by this Act required to be exercised by the company in general meeting or as are not conferr d by by-law of the company upon the local boards of man ement and any other powers not contrary to the provisio s of this Act which may be conferred upon them by by-la of the company. LOC4.LS. 15.

When farmers ownin or cultivating an annual Looala grain crop acreage of at least 6,000 acres tributary to any shipping point, prior to the st day of April in any year, in writing, request the dir ctors to establish (whether by erection, purchase, lease other mode of acquisition) an elevator (with sufficient tore-room attached) at said shipping point and subscribe for an amount of stock at least equal to the value of t proposed elevator said ele vator shall be established by t e company in time to receive that year's grain and other fa m produce and the company shall in that and succeeding years operate said elevator. 16.

Each and every elevatlr so erected or acquired by capaoit~ the company shall have a c pacity of at least 10,000 bushels for every 2,000 acres, a tually seeded to grain, in the calendar year next prior to i s erection or acquisition, in the territory tributary to he shipping point at which each such elevator is erected. 17. At any time during t~ course of the construction or during the time of negotia ions to acquire an elevator, or at any time subsequent t reto any person so desiring may subscribe for stock and b come a member of a "local," provided he pays in cash, at e time of his so subscribing

the same percentage of his 1stock so subscribed as has already been called in or aj,;sessed against the original shareholders. 18. At any time subsequen to the erection or· acquisi tion of an elevator, any rnernb r or members of the "local" supporting said elevator may withdraw from said "local" and become members of any ther "local," already organ ized or in course of organizat on; provided always that in so withdrawing the "local" fr rn which they desire to with draw is not so weakened as t . fail to comply with the re quirements of sections 15 an 16. 19.

Twenty per cent. of th stock subscribed by share- Paymend holders desiring an elevator t any shipping point must 01 stoek I be paid prior to the erection o acquisition by the company of such elevator, and the rem ining eighty per cent. within four years from the date of su scription.

A written notice by the secretary of the cornpa y sent by registered mail to any such shareholder shall be sufficient demand from such shareholder of payment of th amount mentioned in said notice, and barring error, th said amount shall be due and payable to the company on the day mentioned in said written notice; provid d that thirty days notice must be given and not m re than twenty per cent. of the amount of stock subscribed by any share holder shall be collectable in one call; provided how- ever, that the company may agree with any shareholder to accept payment of the said ighty per cent. of the amount of stock subscribed by him any percentage thereof by way of a charge of an extra ne cent per bushel over and above the regular charge for and ling his grain; provided further that upon non-payme t of any call or assessment, for thirty days after the same i due the directors may cancel the share or shares of stock upon which such call or assessment so remains unpaid nd the said stock shall forth- with become treasury stock. 20.

Upon the erection or acquisition of an elevator ~ciJe~~~ at any shipping point and an ually thereafter upon a date fixed by by-law of the compan a meeting of the shareholders supporting the said elevator sh ll be held at which all matters pertaining to the managemen operation and maintenance of the elevator shall be revie ed and discussed and a local board of management consi ting of five duly qualified shareholdres supporting the s id elevator shall be elected to hold office until their succ ssors are appointed; and at the said meeting there shall be elected from among the shareholders supporting the s id elevator, three delegates or such other number of del gates as the company may by by-law determine to att d the general meetings of the company. 21.

Unless otherwise provid~ by by-law of the company voting at all meetings of the share olders supporting any par ticular elevator, each shareho er shall have one vote. 22. The local board of mtnagement shall have such fo:i·r,~id powers and duties as shall be etermined from time to time by by-law of the company or s may be delegated to them by the directors.

FINAJI.!CES. 23. It shall be the duty ~ the directors to make pro- Books "I"" vision for keeping an accura e account of all the business account~ and fmancial transactions o the company and for that purpose all books, records, orms and methods of book keeping and accounting shall e submitted to the provincial auditor for approval before eing adopted. 24.

All moneys received b the company or by any of ~'beeysl its officers on behalf of the company shall be deposited ~~~~;W,e<~ forthwith in such chartered b nk or banks as the directors bank may determine and shall be aid out, under regulations to be framed by the directors, b cheques signed by the presi- dent or treasurer of the comp ny, and such other person as by by-law the directors may esignate or appoint. 26.

The treasurer of the co pany and each of its officers s:cw;it1 employees, or servants, whose uty it is to receive or handle ~r ~h~cc • moneys on behalf of the co pany shall before entering compan upon the duties of his office furnish a bond or covenant of some guarantee company t be named by the directors, to secure the due accounting b him for all moneys that come into his hand, which bond or guarantee in each case shall be in such form and for such mount as the directors may decide and the directors shal pay the premiums for such guarantee bonds out of the fu ds of the company. 26.

The shareholders of the company in <:tnnual meeting Audit assembled shall appoint a hartered accountant whose duty it shall be to thorough! inspect all books and audit all accounts and verify all rep rts and financial statements made by the directors to the hareholders and to the pro vincial treasurer; such audit s all be made annually at the close of the financial year an so often during the year as the directors may require, o the circumstances demand.

It shall be the duty of such a ditor to report to the direc tors, and direct to the sha holders, any ·financial dis crepancies. or irregularities an to make such recommenda tions to the directors and to he shareholders, with refer ence to the books and accou ts of the company, as the facts warrant. 27.

Any officer, servant o~employee of the companyo1_lf'"er·er. • ruB ym who s1gns any false statement or report or makes any false books oJ • 1 d' t f k' • b k f th accounts! or m1s ea mg en ry o any m m any oo o e company or in any way in the transacti n of the company's business shall 'ipso facto be disqualifie forever from holding any office or position of trust in co nection with the company's affairs. 28.

Any auditor who certi es anv false, misleading or Audk!tor . b l • f mamgl Improper statement, account o a ance o accounts or report fals~ r"p r1,. as correct or who fails to de ect any false or misleading i'!1:!gmn entry, statement or repor , which a careful audit statemen should have detected, or who signs any false or misleading certificate, statem nt or report shall ipso facto become disqualified fro further acting as auditor for the company, and the directors in the name of the company, within rea onable time after the dis- covery of any such misconduc on the part of any auditor, shall be entitled to sue and obt in judgment against the said

6 auditor for any and all suns of ~oney paid said auditor by the company at any time, and t their right to bring such action no Statute of Limitations s all apply. 29. The financial year of the rompany shall end on the Financial thirtieth day of .Tune in each yea , on which date the books year and accounts of the company sh ll be closed and balanced. 30.

So soon after the close of t e financial year as may be Audi~ hr practicable the Provincial Audito , or his nominee or nomi- !~dii~~"' 1 nees, shall audit all accounts an shall inspect all records and books of the company and shall examine all reports and returns Jor the said financia year and shall report the result to the Provincial Treasurer and the costs and expenses of such audit, inspection and re ort shall be paid by the company to the Provincial Treas rer. PROVINCIAL! AID. 31.

The Lieutenant Governor i Council is hereby author- Provincial ized from time to time and on su h terms and conditions as loan may be agreed on with the compa y to loan to the company for the purpose of aiding in the cquisition, erection, exten- sion or remodelling of any eleva to or elevators a sum not to exceed eighty-five per cent. of th estimated cost of the said elevator or elevators or of such extension or remodelling. 32.

The amount of every sue loan shall bear interest Repayme'.'t . , and securtty at the rate of five per cent. until th thirty-first day of August in the year following the date of such loan, when such interest shall be payable, awl th amount of the said loan with interest at the said rate shall e repaid to the Provincial Treasurer in twenty equal annu l instalments of principal and interest, the first of such i stalments to be due and payable on the thirty-first day of August in the second year next following the granting of e loan, and each of the remaining nineteen instalments o principal and interest on the thirty-first day of August · f each of the succeeding nineteen years.

All sums of oney so loaned to the company together with interest at the said rate shall be secured by a first mortgage or mortgages upon the said elevator or elevators or upon all levators belonging to the company and upon any and eve y interest in all real and personal property which the co any may have or hold in connection with the said elevator r elevators. ?3· Notwithstand.ing anything ?ontained in The Land;';.~~Tg~!.

T'dles Act or The B~lls of Sale 0 mance, or any other Act and registratipn or Ordinance in force in this provi ce, any Chattel Mortgage or Mortgage affecting real estat or any other instrument affecting either real or persona property given by the company to the province or to the Provincial Treasurer, representing the province, by way f security for any advance or loan made the company by the province under the authority of this Act, shall he egal and binding on the company, without any affidavit f bona .tides and without any detailed description of the chattel property charged thereby, and it shall be sufficier tly registered and filed, if filed in the office of the registr of joint stock companies and such mortgage or other inst ment, shall have priority from the date of such filing over all executions, transfers, mortgages or other incumbrances r charges of dispositions of

7 any sort affecting; the same propertf. or any part thereof and shall from the date of the filing th reof as aforesaid be and remain in full force and effect w thout renewal until dis charged or satisfied. 34. The form and terms of the ~rtgage and of any other [.~~~so'fnd evidences of debt which may be g ven by the company on securities account of any such said loan, th times and manners in which the sums loaned shall be p 'd to the company and the disposition of all moneys loa d shall be such as the Lieutenant Governor in Council m approve. 35.

The Lieutenant Governor in ouncil shall have power Provincial aid for to pay to the provisional directors f the company any sum organization not exceeding the amount grante by the Legislature for purposes that purpose which may be requir d to cover the expenses incurred in the organization of th conpany and of locals; any sums so paid to the provisional irectors shall be expend- ed in such manner as may be app oved by the Lieutenant Governor in Council and all sue expenditures shall be subject to the audit of the Provinci l Auditor. DIRPOSTTION OF REVEfUE. 36.

The annual revenue of the F:ompany, including all~rdcr.o! moneys received as a result of the o eration of the elevators ~"ic~:~~~~ under its control or management, shall be distributed as follow~:- (

a) The annual payment, if any, ~ue to the Provin0e shall be first paid; (

b) Then all current liabilities sha 1 be paid; (

c) If sufficient funds remain, a dividend not exceeding 8% shall be declared and paid to t e shareholders; (

d) If funds still remain, the irectors shall set aside such sum ;:ts they deem meet as a re · rve fund; (

e) If any balance remains it ~h 1 be divided among the shareholders and patrons of the c mpany, on a pro rata basis according to the business furn· hed to the company by each, and as to such pro rata distrib tion the decision of the Directors shall be final and there s all be no appeal there from and no action or suit in court hall be maintained with reference to the same. GENERAL. 37. The Lieutenant Governor in ~ouncil shall have power to make aU provisions not inconsist nt with this Act which may be required for the better carr ing out of the purposes of the Act. BY-LAWS. 38.

The company mav from tim to time make such by- Power to laws not contrary. to la~ or in cons stent with this Act for make by-laws the administration, management an control of the property and business of the company and fo the conduct in all par- ticulars of the affairs of the com any as are considered necessary or expedient for carryin out the provisions of this Act according to the true inte t and meaning thereof.

8 39. The company shall have p wer to borrow money by Power to I d b h • f h f • h borrow money e enture or ot erw1se or t e p rpose o carrymg out t e objects of its incorporation and t hypothecate, pledge and mortgage its real and personal p operty and to sign bills, notes, contracts and other evid nces of or securities for money borrowed or to be borrowe by the company for the purposes aforesaid.

(2) The board of directors m~y exercise these powers when rluly authorized thereto bylby-laws of the company. SPECIAL GENER.AL !MEETING. 40.

Any three "Locals" may b resolution, passed by a~~~~~~~ mecti~g majority in each case of the sh .holders supporting any local elevator who actually atten and vote at any meeting called for that purpose by their res ective boards of manage- ment, request the President to ca 1 a general meeting of all shareholders to discuss the affair of the company and it shall be the dutv of the preside t forthwith to call such general meeting ~t Calgary or so e other convenient place, and of the time aud place of sue meeting all shareholders shall be notified by registered m '1 at least 20 days in ad- vance of such meeting. 4:1.

The shareholders attendinlany such special general !';.'~l:!i" ;:nernl meeting may .a point any shareho der as chairman of such meeting meeting and any shareholder as s cretary and may discuss any phase of the company's work nd may pass such resolu- tions as they choose in connection with company affairs and may transmit such resolutions or lY of them to all "locals" for their considerat.ion.

No. 83 FOURTH SESSION SECOND LEGISLATUR.E 3 GEORGE V 1913 BILL

An Act to incor:J£orate t.he Alberta Co-Operative levator Company, Limited. Received and read the F . . J.rSt trme ................... . Second time . . . . . . _ . . . . . . . . . . . Third time . . . . . . . . . . _ . . . . . . . . EDMONTON: ]. W. j~ERY, Government Printer 1 9 1 3 Title: 1913 (2nd, 4th) Bill 83,

An Act to incorporate the Alberta Co-Operative Elevator Company, Limited

Document details

Collection	Alberta — Bills
Citation	L2 S4 10688
Type	bill
Volume / chapter	L2 S4 10688
Language	en
Format	json
Source	PROVINCIAL
Identifier	5c49a7632cd9d4cfd878045841618833b62f65bb

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