Bill 4 (Legislature 1, Session 4)

L1 S4 10263

Alberta — Bills

BILL No. 4 of 1909. An Aet to Incorporate the North West Ranching and Packing Company. (A s8ented to ) . W HEREM:l the person:-; . hereinafter named have petitioned for

an Act constituting them a body eorporatc, with powers and for the purposes herein set forth; A~d whereaH it is expedient to grant the prayer of the said petition: Therefore the Lieutenant Governor, by and with the adYice and consent of the Legislative Assembly of the Provinc~e of Alberta, enact:-; a:-; follows: l . . Jm;cph Bailey PowPII and Ellen Powell, of the City of Calgary; and \Vinnifred C.

Parkhill, of the City of Edmonton, all in the Province of Alberta, and such other persons as shall hereafter become shareholders in the company hereby created, arP hen·by conHtituted a body corporate and politic, under the nam(' of "The North-1\'cst Hallehing and Packing Company,'' hereinafter called "the eompany," and that they and their Htwcessors shall by Raid name have perpetual succession, and Hhall possess all the powers, rights and privilege:-; of a company l " • 1 ?' ; j 1 • ft ; I I I 5 i I d. '!. The pcn;ons named in

section 1 of this Act shall be thP first or provisional directors of the company, a majority of whom shall form a (juorum, and they shall havn all power:-; whieh are conferred upon directors by this Act. a. Th(' CRpital stoek of thP eompany shall be one hundred thowmnd dollar:-;, divided into one thou:-;and share:-; of OJW hundred dollars each, which share" ::'hall be limited liability sharp:-;, as provided. · 4.

The hea.d offir~n of the company :-;hall be at Edmouton, AlbNta, or at tmch other place in the province as may here after be determined by a majority of the shan·holders at a regular or speeial meeting called for the purpose. The share holders' mc·Ptings shall be held at the head office of the company nnk:~s dc~cided otherwi:-;C' by a requisition of a majority of thC' shareholders. The directors may meet clscwhPre as provided in the by-law:-; of the company.

(2) Notice of such meetings of shareholders shall be suffi ciently givC'n by mailing the same, po:-;tagc prepaid, ten Jap previous to the date of such meetings, to each shareholder to his last known addres:;, as shown on the books of the C'Om- pany.

(3) Director:-;' meetings may he called at any time by thl' pre:-;ident or by two directors; or by a petition of shareholders representing 10 per cent. of the subscribed stoek of share holders whose eall payments arc not in arrears. At such called shareholders' meeting the questions set forth in petition only shall be discu:osed.

.). The company b:Jt il.s diu' '"'=t.may~any time after tlw whole of the capital stock of the company has been HUbscribed for, taken up, issued, or allottPd, and fifty per cent. thereof paid thnP•m, pa:-;s a by-lm1· incTeasing the capital stock of the company to any amount they com;ider requisite for the dm~ and proper carrying out of tlw objects and purposes of the company.

(2) ThP c-ompany shall within one month thereafter J1otify tlte Pro,·incial Hccrptary of such increase, and shall pay to the Provincial 'l'reasurcr such additional fePs· at:> would havo hPen payable on the additional capital at the passing of this Act. 6. (

a) The tl:ia b " d !I • company may divide the c·apital stock of the company into different classes. and define the n'speetive rights, powers, privileges, and liabilities of share holders, of each daHH of stock, and subject to the approval of the majority of stockholders of the company, offn said stock or any portion thereof for sale on such terms and eonclition:-; a:- to them may :-eem best. (

b) The company may acquirt- and take over the propcrtiP:-;, rights, privileges, aPHetH, umkrtakings, liabilitiPs and obligatiOIJH of "ThP North-\\'est Hancl1ing and Paeking Company, Lin;ited,'" an Ontario eoivoration upon Hueh terms and condition~ a~ may be agn'Pd upon: (

c) Or may acquire awl take over the stock, ::;hares, assets, undertaking:-;, liabilitiPs, obligations, property or busi11ess of any company, c·orporation, finn or persons carrying on a like business, or having objectH wholly or in part similar to that of this company, or any whose stock, shan's, bonds, delwnturcs, lllortgages or obligations this company may be interested in, and may pay the purchase pric·c' therefor partly or wholly in cash, or partly or wholly in partly paid or fully paid up sharPs of the capital stock of the company, m wholly or partly in bondH or deb~'nture:-; of the company, or othcrwisP as may IJ<' agrct'd upon; anrl in like manner may acquire, hold or dispose of fully or partly paid up shares, bond:-;, or dPbcntures, mmigagl'S or other obligation:-, trade mark:-;, patent rights, etc., of any such corporation, company. nsHociation, firm or pen,on: or may ('liter into a partnership or profit-sharing agrccmt'nt with any l'orporation, c·ompany, assoeiation, firm or pPrsons: · (

d) Aequin' additional incorporation or regb:tration in, or otherwise eompl~' IYith thC' law8 of any othPr provin<'e of Canada, or foi"Pign state or eountry, and cstabli:-;h anywhere local or other ;;u h::;icliary hranche:-; with governing boards for tlw managP- mcnt of ~w·h or .c~u~i!fi~ ~ (

e) Th~ · · · shall have pmn'r to borrow mmwy for carrying out an* mrpo;;;c of the company, and may hypotlwcatP, plPrlg<' or mortgagP any portion or all propcrtic>s, real estate, chattels, or live stock, perRonal p1:opcrty or maehinNy of the r·on1pany; or iRRttc a trust mortgagP eoYc·ring all pro pert ic':-; owned or aequirecl, or to be acquired by the company to sPeure the is::;ue of debentures, bo11ds, warr~wt:-;, or such othN instruments of eviclcnees of indebtedness, or security a." pledged for moneys borrowed, or to be borrowed, a:-; to them seems nwd; or to. pledge debentures, bonds or other instrumpnts or evidences of indebtedness or securities, or the unsold shares of thP company a;; seeurity for temporary loans, as the ne;'<'ssity of the case may demand, and execute any neeessary documPnt rpquired for thP purposes therefor under the offidal Ri~natun' and :-;pal of the eompany.

3 '7. The company is authorized to carry on the following: (

a) Ranching, raising of liw stock and shippers, and every thing pertaining thereto: (

b) The business of abattoir, or meat packing in all its depart ments; and manufacturing to utilize any of the by-products, and operators of cold storage stationary or in transit, or manu facturen; of icc; (

c) Acquire, lease, purchase, Roll or hold lands necessary for the carrying out of the objects of its businesR; (

d) Construet the necessary buildings or other worktJ, rail way sidings, switches, Rpur lines or tramways, that may b<~ operated either by electricity or other power, and connect the same with any existing system of steam or tram railwaytJ, and eonstruct therewith tclcphonp or tdegraph lines to its places of business or railway junctiom;, etc.; (

e) Construct roads, highwayR, bridges and such other work as may be found needful; (

f) Acquire, construct, charter and navigate steam tugs, and other vesRels, and carry on the buRin~ of shipowner!' and carriers Pithl'l" by land or water, with such privilcgPs thereto attachc(l; (g) \Vhcm such works are herein o Jened for public URl' to fix rateH, fares, tolls and chargeR am may acqmre, hold, deal with, and dispose of shan~s in ny other company, any of who;,(' power;-; are similar or \Yithin the ;-;cope and po\n'rs of thiR company; ' (

h) For the purposes of the undertakings, acquire, purcha;-;(', lease or RPil, any water or other power to gent~ratc electricity or power for the purpose hereof; or for the purposes of distri buting to others, light, heat or power, and may sell or dil:lpose of same; and may transmit the light or power to and from any of the company's work;-; or places of business; or to any place when' such heat, light or power may be required, leased or purchaf'ed; and for such purposes, and for its telephon<· and telegraph lines, may erect poles and all other necessary thin~~> thert'for alnng the public highwayfi, across or over pnbli<~ or private lands; (

i) The company Rhall not \Jp decnwd guilty of trPspass, for entering upon or into poRsession of any highvvays, roads, lanes, public or private land;-;; to establish or take; or to make Hurveys and levels; or to locatP railway switches, sidings, spur lines, and tramway": or for telPphone and telegraph lines; or for it:; roads, highways and bridges; or for dams and water powers; or for elPctric plants, other works and undertakings; such works or undertaking~" to ·be conrlueted and aceornplished with reaRonable expediency, that it may not unduly incon veuienre the public or private parties; (

j) Purehasn or othcrwiRe acquire, any coal mine for the supplying of eoal to any of its works, or for other purpo::;es, and any right acquired through the acquiring of such coal mines shall be understood as included in this Aet; (

k) Providt' for the welfare of its employees by establishin~ a relief, aid, hospital, sick benefit or mortuary fund, the com pany making arrangcJrwnts with employees to become con tributors to Ruch fund by weekly or monthly instalments as required and a~reed upon, and may become custodian and payee of such funds, such benefit funds shall not be construed aH corning under the Insurance Act;

4 (

l) Lands actually required for the construction, mainten ance and operating of the company's :;;witches, siding:;;, spur lines, elertric, telephone or tPlPgraph poles and lines, roads, highways or briJges, piers, wharV('ti, landing8, dams, water powers, flumes, reservoirs, plant or other work of the company, as prepared and set forth on maps or plans, and filed from time to time by the company with the Minister of Public \Vorks for the province, to be registered, as he direct:;;, may be taken and acquired by the company; and to this end, all the provi:sions of The Rru"lway Act which, and so far as they are applicable to such taking, operating and acquiring, shall apply as if in-. eluded in this Act.

The Minister of Public Works of the provinee being substituted for the Minister of Railway" where such i\linister's name appears; where disputes occur, the Minister of Pn blic ~\\' orks or his appointee, shall be the third arbitrator, the others appointed, one each, by the company, and the party in the case. 8. ~hould llCl'l's:-Jity ari:-c requiring a change of name, amend ment, or adllition to this charter, the company hy a vote of a. two-thinl majority of its shareholders directing such change of name or amendment to it:-; charter, may by its directors prepare thl· c:uhject-mattcr required, and submit same to the Provincial ExecutiYl' Council, and when approveJ, on payment hy the company to the Provincial Treasurer such fen as would be required to amend tlw Act, the Lieutenant Governor in Council shall have power to malw an order in council authorizing such ehan)ll' of name, amendment or extPnsion of powers to thi~ Ac:t.

H. That the incorporators M provi:-;ional directors shall ~ power to open stoek and other books, and ~t the company, sell shares and do all things neceC'C'ary and general for the carrying on of the business of the company, and within six monthR after the passin of this Act Rhall call a meeting of the shamholders for the dispatch of business ~ml !i1lee:tmn ~.

(2) The annual meeting of the ('ompany shall be held the second 1\wsday in January of each year, and where circum stances arise to prevent such meeting, then as soon thereafter aK convenient; where such annual meeting has not taken place, the directors and officers of the preceding yeaJ· shall hold offiep until their successors are elected 10.

The !'Oillpany in general md'etmgsf may front tmw to time malH' all Sllch rules and regulations and pass all such by-laws and do all such acts and things not contrary to this Act as they may deem necessary or desirable for the carrying out of the objects of the eompany. 11. Without limitation to the general powers conferred by the last or any preceding rlause of thiR Act, it is hereby Pxpressly declared that the ~~·ml loJf tlinctiWi(_ shall have the following powers, that is to say, Power-

(2) To pay the costs, charges and expenses preliminary and incidental to the promoting, formation and establishment of the co:11pany, and the paHsing of this Act; (:~) To raise or secure the repayment of moneys in tmch manner and upon such t.crrns and conditions in all respects as they think fit, and in particular by mortgaging all or any part of the real estate aH.d pen,;onal property of the ~~ompany, or

5 by promis::;ory note or other negotiable instrument or evidence of indebtedness, or by the issue of debentures, or debenture :-;tock, bonds or wanants, char~eable upon all or any part of the pl'Opert;y of the company, including its unpaid capital for the time being;

(4) To sell, purchase or acquire by gift, bonus. or otherwise any property, rights or privileges which the corporation is authorized to acquire, at such price and generally on such terms and con ~ may deem proper;

(5) To determine who shall be entitled and have power to :-;ign on behalf of the company, deeds,. transf,~rs, mortgages, leases, contracts, releases, discharges, cheques, promissory notes, and other negotiable instruments, and all other documents, petitions, requisitions, necessary or incidental to the business of the company; (fi) To fix and determine the officers of the company and the mode of electing or appointing same, or others to fill vacan l'ies, and their respeetive powers, duties, salaries and qualifica tions;

(7) To enter into any arrangement with any authoriwd Legis lative, municipal, or other body, local or otherwise, that may :,;pern conducive to the objeet:; of the company, or any of them, and to obtain from such authority any rights, bonus , privileges or concessions which the company may think :t desirable to obtain; and sueh municipal or other governing body shall have power and authority to carry out, exercise and comply with any Rueh arrangement,;, privilege~, bonus and eollCl'i" Rions:

(8) To delegate any of ils powerR to any executive or othl'r committee provided that any such committe(' Rhall eonforrn to the powers so delegated to it by th~oard of directors;

(9) To provide for and regulate the transfer and rPgbtration of shares of the company: ·

(10) In the event of any call or calls on shares in the company remaining unpaid by th<> holder thereof for a J·l~rioc1 of ninety days after notice and demand of payment, .such shares may he declared to l)e in default, and the secretary of the company may advertiHe such shares for sale at its next board meeting, by publie auction to the highest bidder for eash, by giving notiee of <mch sale in some newspaper published at the place where the principal office of the company is situated, for a perio1l of one month, and said notice shall contain the number of the ,;tock certificate or :;tock ce1'tificates in respect of such ;,;han'R, and the number of shares, thP amount of the eall.or calls dw~ and unpaid and the time and place of sale, and in addition to the publication of the notice aforesaid, notke Rhall be per sonally served upon such shareholder by registerPd letter mailed to the shan)holder's last known address; and if the holder of :;uch shares fails to pay the amount due upon sueh shares, with legal intere:;t upon the same, and co:;t of advertit'ing, before the time fixed for such sale, the secretary shall proceed to sell the· same or r:;uch portions thereof as shall suffice to pay such unpaid eall or ealls together with legal interest and cost of advertising, provided that if the price of the' shares so sold exceeds the amount due with legal interest and cost thereon t.he excess thereof shall be paid to the defaulting shareholder;

(11) Any shareholder holding five or more shares on which he is not in arrears for any payment thereon, shall be eligible to be elected a director of the company; and all shareholders who have paid all calls made against their stock shall be C'ligible

(j to take part and vote in shareholders' meetings; each share so held shall represent a shareholder, and a vote;

(12) The board of directors and any executive or other eorn mittee thereof, may regulate their respective meetings, the mode of calling them and the proeeedingf' thereat as they think fit, and may respectively determine the quorum necessary for the transa9tion of business at any such meeting; (1:3) A resolution in writing signed by all the members of the hoard of directors, or by all the members of the executive or other committee shall be valid and effectual as if it had been passed at a meeting of the board of directors or of any such committee _respectively duly called and constituted;

(14) Any casual vacancy occuring on the board of directors may be filled by the board of directors, but any person chosen to fill such vacancy shall retain his office so long only as th(~ vaeating director would have retained the same if no vacancy had occurred;

(15) All acts done at any meeting of the board' of direetorH or by any executive or other committer of such board, or by any person acting as a member of such board or committee, shall notwithstanding that it shall be afterwards discovered that there was some defect in the appointment of such director, committee or perHons, or any of them acting as aforesaid, or if that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director or member of such committee; (Hi) The board of directors shall cause to be kept a book or books wherein shall be recorded the names of all persons who are or have been shareholders, with post office addresses, and number of shares held by each, the amount paid thereon and all tn~n.9fer~ or &urrender ,of shares ~~their re~rwetj~ order· A

(17) No shareholders in the eompany shall as such lw held liable or reHponsihle for any act, default or liability whatsoever of the company, or for any engagement, claim, or payment, loss, damage, injury, transaction, matter or thin~ whatsoever relating to, or connected with the company, beyond the amount due and unpaid on hi.R shares, W"t J'lf~·•i(o).!Ja iB l!lB:UPI 1 12ill, Bn:~t 1 c f bl:ic • t:t.

No.4. . FOURTH SESSION FIRST LEGISLATURE 9 EDWARD VII 1909 BILL

An Act to Incorporate the North-West Ranching and Packing Company. Received and read the First time ..................... . Second time ................... . Third time ......... . EDMONTON JAS. E. RICHARDS, Government Printer A.D. 1909 Title: 1909 (1st, 4th) Bill 4,

An Act to Incorporate the North West Ranching and Packing Company

Document details

Collection	Alberta — Bills
Citation	L1 S4 10263
Type	bill
Volume / chapter	L1 S4 10263
Language	en
Format	json
Source	PROVINCIAL
Identifier	7a2b54e84f213449ead783cff8d32535857d445e

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