Bill 30 (Legislature 3, Session 1)

L3 S1 10542

Alberta — Bills

BILL No. 30 of 1913 (Second Session).

An Act to Incorporate The Assiniboia Trust Company. (Assented to 1913.)

WHEREAS, a petition has been presented praying that it be enacted as hereinafter set forth, and it is expedient to grant the prayer of the said petition; Therefore His Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Alberta, enacts as follows: 1. John Ross, gentlema~ W. Warner, farmer; William E. Earle, merchant; Pete~ 1-_Butchart, broker; William T. Henry, merchant; Martin Runnalls, broker; Harold H. Parlee, barrister; Alfred E. Jackson, gentleman; Hugh McPhee, gentleman; Alex. Butchart, broker; Albert A. Nicholls, physician; Percy W. Abbott, barrister; William H.

Clark, manager all of the City of Edmonton, in the Province of Alberta, together with such other persons as become shareholders in the company, shall be and are hereby constituted and declared to be a bo~) ~je and politic, under the name and style of The ~;Trust Company, hereinafter called "the company" and ~ that name shall have perpetual succession, with a corporate seal and power from time to time to make over, break or change the same, and may sue and be sued, and be capable by law to make, deliver and accept and receive all debts, convey ances, mortgages, · transfers, assignments and contracts necessary to carry into .effect the provisions of this Act, and to promote the objects and designs of the said company. 2.

For the purpose of organizing the company the persons named in

section 1 of this Act shall be the provisional directors thereof; and they or not less than ten of them, which number shall constitute a quorum for the transaction of business, may forthwith open stock books at the head office of the company and elsewhere at the discretion of the said provisional directors which shall remain open as long as they may deem necessary, procure subscriptions of stock for the undertaking, make calls upon stock subscribed and receive payments thereon, deposit in a chartered bank in said city of Edmonton all moneys received by them on account of stock so subscribed for or otherwise received by them on account of the money, and may only withdraw the same to pay all costs and expenses incurred in the application for and obtaining this Act, and for the purposes of the company, and may do generally what is necessary to organize the company. 3.

The capital stock of the company shall be one million dollars, divided into ten thousand shares of one hundred dollars each; provided that the company may increase its capital stock from time to time by resolution of the directors, sanctioned by a two-thirds vote of a general meeting of the shareholders duly called for that purpose, and by filing with the Registrar of Joint Stock Companies a certified copy of

2 such resolution accompan,ied by such fees l:J.S would be re quired to be paid for the increase of the capital of a, comapny under The Companies Ordinance. 4:.

The head office of the company shall be in the City of Edmonton, in the Province of Alberta, but may be changed from time to time to such other place in the said province as may be designated by by-law; provided, however, that such by-law shall have no effect until it shall have been duly passed by the board of directors and sanctioned by the E'hareholders at the annual general meeting, or at a special meeting to be expressly convened for that purp.ose, and a certified copy of such resolution has been filed with the Registrar of Joint Stock Companies. 5. l1han one hundred thousand dollars of the said capital stock shall have bean subscribed as aforesaid, and five per oent of the amount eo subscribed paid in, the provisional directors may call a general meeting of the Shareholders, to be held at the head offioe of the company, giving ten days' notice of the time and place, by sending to eaoh shareholder a oopy of said notioe by registered letter, at which general meeting the sh~reholders present in person or represented by proxy shall elect in the manner hereinafter provided the board of directors, composed of not less than five nor more than fifteen duly qualified shareholders, who shall hold office until their successors are elected. 6.

The oompan7 shall not commence business until at least one hundred thousand dollars·of stock has been bona fide subscribed. and twenty--five thousand dolla.rs (in addition to all costs of organization and subscription of stook) paid thereon in cash into the funds of the company, and a board of directors elected as aforesaid. 7-

(1) The affairs of the companr shall be managed and conducted by a. board of not less than five nor more· than fifteen directors as may be provided b7 the by-laws, a majority of whom shall be a quorum, and at least ae,ven and at no time less than one half of such directors shall. be residents of the Province of Alberta. ( 2) No parson shall be eligible a~s a. director unless he shall hold in his own name stock in the1 company to the amount of at least twenty shares wpon which all calls have been paid, and the office of a director shall, upon his ceasing to hold that number of share·s or beoomitJg ineol vent, by voluntary assignment or oompulsor.y liquidation, tmmediately and ipso facto oeaoe and be vacated. and m case of the death, resignation or removal and dis qualification, or the inability to act of any director, such board, as they see fit, may fill the vacancy until the next annual meeting of the company by appointing any qualified sl1areholder thereto, but a failure to elect directors or any failur~ of directors shall not dissolve the corporation, and an electiOn may be had at any general meeting of the company called for the purpose.

3 8.

At all meetings of directors all questions before them shall be decided by a majority of votes, each director present having one vote, and in the case of a tie the chairman of the meeting in addition to his own vote shall give the casting .ur ... t-,::. _ ,J~ V V ~NU!Li:S V> ••· - • shall have full power and authority to administer the affairs of the company, includjn&~ _J?!tJIJ1el!.tL ~f._nr!l!i~~ expenses, and to make m ~ l.l o~1ftl~ filfy"f)urcnase and any description of contract which the company may by by-law make; and may from time to time make any and all by-laws (not contrary to law and to the votes of the share holders) regulating the allotment of stock, the making of calls thereon, the payment thereof, the issue and registration of stock certificates, the forfeiture of stock for nonpayment, the disposal of such forfeited stock and the proceeds thereof; the transfer of stock, the declaring and paying of dividends, the number and terms of service of directors, the appoint ment, functions, duties and removal of all agents, officers and servants of the company, the security to be given by them, and their remuneration, and that (if any) of the directors; the time and place for holding the annual and other meetings of the company within the province; the calling of meetings of the board or committee of directors and meetings of the company, the requirements as to proxies, and the procedure at all times at meetings; the site of any offices which may be required, the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law, and the conduct and management in all particulars of the affairs of the company, and may from time to time repeal, amend and re-enact the same; provided always that all such by-laws, and every repeal, amendment and re enactment thereof shall have force and be valid and binding only until the next annual general meeting of shareholders, unless they are then approved by such meeting, and shall thereafter have force and effect as so approved or modified, or made until amended or altered; and every copy of any by-law under the seal of the company, purporting to be signed by any officer of the company shall be received in all courts of law as prima facie evidence of such by-law. 11.

The company may- (

a) Exercise all the powers, rights and privileges which may be given to trust companies as set forth in The Trust Companies Ordinance and the

schedule thereto; and also all the powers, rights and privileges conferred upon trustees, executors and administrators, and administrators of estates under the provisions of The Trustee Ordinance; (

b) Lend, advance and invest its moneys and funds forming part of its own capital or reserve or accumu lative profits thereon, in mortgages or hypothecs upon freehold or leasehold real estate or other immovables, in the stock funds or in the purchase of or on any mortgage or pledge of bonds, deben-

4 tures, debenture stocks or fully paid up stocks, or other securities of any government, municipal or school corporation or other public board or authority, or of any chartered bank (not to exceed twenty per cent. of the paid up capital stock of any such bank) if incorporated by Canada or any Province of Canada, or any province now forming part of Canada or the United Kingdom; provided that the company shall not lend upon the security of or purchase of or invest in bills of exchange or promissory notes; (

c) Take any personal or other security as collateral for any advance made or to be made, or contracted to be made, by or for any debt to the company; (

d) J~a:ttBfll~ft, ~fllll ot' oth ~rwlnrt d.lspOR':t of t'!.nf o1 t:ta rH•ourl .... t1on or nn:; of th" pt'Opf.trty, both l"t-tAl r.n,·~ J!} :rnonal, tttk"n or Leld b$ the eom{HUlY. nnd r•••lnveat ih• proeandtJ tbtrnof; pro vided thnt UifJ oOt~~J)nn;r nhall not lof\n ctr 1nv(mt 1 tn 1u.ndt9, mone;w, cf{p1 tf\1, tru,-,t :fundn or An;r otlHu' prol>f':rta whataoeYer to MT d.l :t.,etr.>r, ot :f to~r. ~.tf.r~nt o·r .,.mployn(t th•rr~ot. snd ehall not !nVP.tJt tun~ t~nd mono,y Qpon th,. a.-otu:•i ta- ot tthttr*n o1 thf\1 ~tock o:f t:;0 ooSllif!!. n1. or of fflutrmt of th~ "took or fttl1 ot'h~r trunt O~)m:r~n.Yt \ e J !'b f' o ompeany fthfl.l1 hft '¥I'!· y~aWt~t¥" to A 0 tptil"<lt by pttro h flll'Je t r~ort• tJ:'!fCC!l o.r ot,:f}l""'i"l1:'!t'J, 8-nd to M>l<l, eull, ~~tt>rtgs~ao. l~ano or oth.er• wlae <l!nt10;=Je o:r o:r t'lflfal ldt)j '.Hi.f lftn(~n an rnaylllft nftotltJA.l"J to pro tnot 1 tg lvt~J1U, 1nYf.Hl'lt~:~rmtn. inttlroatA nnil ~~mtri t1ea.

"nd ,.: &11 !:~VO l'OWftl" tQ 1nV(IJ9't tiiOrt~JO of th., <'.t>PJpAn7 in tlt~t ~tftO• tton of pur41ifHJff ot lm.1.ldi1ltJ~ :toJ.." tl<t~o U.Sr" ox· ooctu.pation of t;ho ~()>.:;~}11"\tl,Y. v••--• "-~ .n;•u UJ vU'-' '-'V~upa.UJ U~ UJ l:Li.lJ ~rU:S!Jt)C on its behalf for a longer period than ten years after the acquisition thereof, but shall be absolutely sold and disposed of so that the company shall not longer retain any interests therein except by way of security.

Any land not within the afore said exceptions, held by or on behalf of the company for a longer period than ten years without being disposed of, shall be forfeited to His Majesty for the use of the Province of Alberta, but the Lieutenant Governor in Council may extend the said period from time to time, and no such forfeiture shall take effe,ct or be in force until the expiration of at least six months after the notice in writing to the company of the intention of His Majesty to claim any such forfeiture. 12.

The company may liquidate and carry on for the purposes of such liquidation, the business of any other company carrying on any business which the company is authorized to carry on, upon such terms as may be agreed upon. 13. The monies and securities of any trust received and held by the company shall always be kept distinct from the moneys and securities of the company and in separate accounts and so marked for each particular trust as always to be distinguished from any others in the registers and other books of account to be kept by the company, so that

5 at no time shall trust moneys form a part of or be mixed with the general assets of the company; and the company shall in the overseeing and management of trusts keep distinct records and accounts of all operations connected therewith; provided that in the management of money and property held by the company as trustee or in any other official capacity under the powers conferred by this Act, the company may, unless the authority making the agree ment otherwise directs, invest the trust money in the manner provided in The Trust Companies Ordinance. 14.

Nothing in this Act shall be construed to authorize the company to issue any note payable to bearer, or any pro missory note intended to be circulated as money, or do or engage in the business of banking or insurance. 15.

The directors may from time to time establish branch offices and locate advisory boards at such other places in the Province of Alberta as they shall determine; and the company may in general meeting of the shareholders duly called for the purpose (at which meeting shareholders representing at least one-half of the paid up capital stock of the company are present or represented by proxy) pass a by-law authorizing the directors to extend the business of the company outside the Province of Alberta.

(2) If, as provided in the next preceding subsection, the company carries on business outside of the Province of 'Alberta, the company may in general meeting of its share holders, duly called for the purpose, pass a by-law authoriz ing the d~rectors to invest moneys of the company in the acquisition of property and the erection or the purchase of buildings required for the occupation or use of the company jn any·place where the company is so carrying on business. lfl. 'fh~ oo:11p~~·ny •hat.l h~v• po~tr to ama.lg3mttttiJ w1 th or pur- tl'h.f.UU! t.he 'bu!lint'ula of nny Qth~:t corn}u'ny on.l"l)'t1ng on bU~tir..uu•• •hd.l.ru: tt) thi" com.pr.tny o-r to rtell out or. di 1poao of" t.ho btnai• neta or thifJ eotmruuly to Rny other nuclt "orop~y. up<m auoh '\erm• ~,r;d oondi t1oue aff may be Agt'fUtd upon.

Mtl ehttll not 1mpa1~ t.he rsnour(ut• or 'rtnJ . .,dy et rtny o1.'td1tor or n~ld.

J1Wl t.~uat ot ei t.her oo~pnny to thtt tran•u-.ct1on. but 'betnre "tiii"'"" comj"l.e~t1on or any tmch ttmal~t"Una.tton, puroba•e o:J!' •ttle the etmntl muwt 'be appl'ov•d. tjf' by tlto•thil'dtJ of tlut .,._,ttt ~r th" nh~rtholdera at rm annual r-P.n(H·al rncftlnK• or nt ~. ~"P~Otfll lr.UUtl"al meet1~ oalled fo-r tne IHll'pOR4h vv LUt0~ ~JvHu~hibi:~<lilt::> o1· 10r el{Ua.!.Itang u1 VIaen.ds or ior repairing, jmproving or maintaining any of the property of the company, and for such other purposes as the directors may in their discretion think conducive to the interests of the company, and may invest the sums so set aside upon such investments as they think fit, and may from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the company and divide the reserve fund into such special funds as they think fit, with all power to employ in the business of the company the assets, constituting the reserve fund, and that without being bound to keep the same separate from the other assets; . provided, always, that the investment of the reserve fund shall be subject to the limitations in

section 11 of this Act.

:f!li.AEvery shareholder shall until the whole amount of his s1).!res have been paid up, be individually liable to the creditors of the company to an amount equal to that not paid up thereon, but shall not be liable to an action therefor by any creditor until an execution against the company at the suit of such creditor has been returned unsatisfied in whole or in part. The amount due on such execution, not exceed ing the amount unpaid by the shareholder on his shares, shall be the amount recoverable with costs from such shareholder. The amount so recoverable, if paid by the shareholder, shall be considered as paid on his shares.

(2) The shareholders of the company shall not as such be held responsible for any act, default or liability whatso ever of the company, or for any engagement, claim, payment, loss, injur1y, transaction, matter or thing whatsoever relating to or connected with the company beyond the amount unpaid upon their respective shares in the capital stock thereof. 19. Shares of the company shall be personal Elstate, and shall be transferable in such manner only and subject to such conditions and restrictions as are to be prescribed by the by-laws of the company. 20.

The company may enforce payment of all calls and instalments of capital payable on shares and interest thereon by action in any court of competent jurisdiction.

(2) In such action it shall not be deemed necessary to set forth the special matter but it shall be sufficient to declare that the defendant is a holder of one share or more or has subscribed but has not fully paio for the same, stating the number or amount, and is indebt ~d to the company in the sum of money to which the calls or instalment in arrear amount in respect of one call or more, stating the number of calls and the amount of each call whereby an action has accrued to the company.

(3) In such action a certificate under the seal of the company and purporting to be signed by any officer of the company to the effect that the defendant is a shareholder or subscriber as aforesaid, that the call or calls have been made or the instalment undertaken to be paid has fallen due, to force payment of which or of any interest therein such action has been brought, and that so much is due by him and unpaid thereon, shall be received in all courts as prima facie evidence, and also, alternatively, the production of the share register of the company shall be prima facie evidence of all facts purporting to be therein stated. 21.

The compa.ny shall, unless otherwi1ae provided by by-law, tl._ve a first and paramount lien on all sha:res registered in the name of any holder either alone or jointly with others, for his debts, liabilities and engagements, solely or jointly with any other persons, to or with the compe.ny, whe1cher the period tor the payment, fulfilment or discharge theeeof shall have actus.lly arrived or not, and such lien shall extend to all dividends and interest from time to time payable in respect thereof.

The directo1•s may :f'orfei t any shares on which 'che company has a lien, and sell and transfer or re-issue the same if the holder makes de:f'e"ul t in payment o:f' any amount a,ctually <iue and pe.yable to the compa.ny in respect of which the lien subsists, after giving such notices and generally in such manner a.nd subject to such provi sions a.s may be prescribed by the by-laws tlf the company.

7 • Whenever the directors m;ty entertain reason::~. e dou ts a'3 to the leg:1lity of any claim to or upon any sh es, bon debentures, obligatbns, dividends or coupo or the pr ceeds thereof, or any other moneys payable b or in the han s of the company, then and in such case the rectors may file · any court of competent jurisdiction in e Prov ince of erta a petition stating such doubts a praying for an ord or judgment adjudicating and aw ding ~uch shares, bond., debentures, obligations, dividend or coupons, or the procee thereof, or any other moneys ayable by or in the hands o the company, to the parties egally entitled thereto, and sue court shall have authorit to restrain any action, suit or p ceeding against the c mpany and the directors and offic s thereof for the sa e subject matter pending the determi tion of the petiti , and the company and direJtors and o "ers thereof sh be fully protected and indemnified by o dience to s h order or judgment against all actions, suits, claims an demands in respect of the matters which h!tve een in q estion in such petition, and the proceedings there pon; 1provided that if the court adjudges that such doub '?'ere reasonable, the costs, charges and expenses of th ompany in and about such petition and proceedings sha1 orm a lien upon such shares, bonds, debentures, obligatio s, · vidends, coupons or proceeds thereof, or any other mo eys ayable by or in the hands of the company, and sl¢11 be p · d to the company before the directors shall be /)bliged to ransfer or assent to the transfer of or to pa)i such shares, onds, debentures, obli gations, dividends, coupons, or pr eeds thereof, or any other moneys pa ble or in the hand of the company, to the parties fou entitled thereto. 23.

Service, bf any processes or notices may be made by leaving a copy thereof the head office of the co any in the Province of Alberta witl-- any adult person ii charge thereof, or elsewhere, wit the president or secre ry of the company. (2) f the company has no known head o ce and has no k ·'own president or secretary, the court may order such pub ication as it deems requisite to be made in th premises fo at least one month in at least one newspaper.

(3) Such publication shall be deemed to be due ervice upon the company. ~ Every letter or notice relating to any matter concern ing the company, sent to a shareholder by post and registered· from any office of the company and addressed to such shareholder at the place of his residence as standing in the register book of shareholders, shall be sufficient notice to such shareholder, and all persons claiming under him, and shall bind him and all persons claiming under him , and shall be deemed to be duly served upon being placed in the post office.

"'!5: The dire~tors shall cause to be prepared and sub mitted to the shg,reholders at each annual meeting a full and correct statement of the accounts of the comoany, and a general abstra-:Jt of the estim<tted liabilities and assets of the company.

8 1 "18:. One or more auditors shall be appointed by the sbareholders at each annual general meeting, whose report shall be embodied in the general statement of the affairs of the company, submitted to the shareholders as provided in the next prer.~ding sectk n. 25. 1 1'he company shall furnish 1!1.11 such returns et.a .ma.y be rt:.tquired from t111'1e to time by law or by the Lieutenant•Governourin-oounoil ..

No. 30 F£RSrl' SESSION THIRD J.~EGISI.~ATURE 4 GEORGE V 1913 (SECOND SESSION) BII .. L

An Act to Incorporate The Assiniboia Trust Company. Receive~ and read the First time ................. . Second time ............... . Third time ................ . MR. GARIEPY. JI!DMONTON: J. W. JEFFERY, Government Printer A.D. 1913 Title: 1913 (3rd, 1st) Bill 30,

An Act to Incorporate The Assiniboia Trust Company

Document details

Collection	Alberta — Bills
Citation	L3 S1 10542
Type	bill
Volume / chapter	L3 S1 10542
Language	en
Format	json
Source	PROVINCIAL
Identifier	8e550018b5b1694cd29263fd1ae382ad1d920507

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