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as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 52
The Empire Loan Company Incorporation Act
WHEREAS the Western Co-operative Loan and Investment Company, by its petition, represented that it had been incorporated under the authority of The Manitoba Building Societies Act and amendments thereto, and that by reason of the extension of business and the increase in number of shareholders, prayed that it should be authorized to enlarge its powers, to borrow money and receive deposits, to carry on generally the business of a loan and investment company, and to change the name of the said company;
AND WHEREAS the prayer was granted and resulted in the enactment of An Act to incorporate "The Empire Loan Company", assented to February 8, 1904;
AND WHEREAS the Minister of Justice has caused the Act to be prepared in English and French for re-enactment in accordance with a judgment dated June 13, 1985 and an order dated November 4, 1985 of the Supreme Court of Canada;
THEREFORE Her Majesty, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
The Empire Loan Company is continued as a corporation consisting of those persons who are shareholders on the coming into force of this Act and those persons who shall become shareholders in the corporation.
Rights and powers of original company
The said The Empire Loan Company has, holds and continues to exercise all the rights, powers and privileges that previously to February 8, 1904 were held, exercised and enjoyed by the Western Co-operative Loan and Investment Company, in as full and ample a manner as if the last mentioned Company had continued to exist under its original name; and all statutory provisions, applicable to the said last mentioned Company continued applicable to The Empire Loan Company, except in so far as the same may have been by this Act modified or changed, and all the liabilities of the Western Co-operative Loan and Investment Company, existing at February 8, 1904, became liabilities of The Empire Loan Company on that date, in the same manner as if the said liabilities had been contracted by the The Empire Loan Company.
All real and personal property, mortgages, shares or stock, obligations, debts, money, rights, claims, privileges and all assets of every description and kind whatsoever of The Western Co-operative Loan and Investment Company on February 8, 1904 were transferred to and vested in The Empire Loan Company, and all the shareholders in the said company continued shareholders in all respects as before such change of name.
The capital stock of The Empire Loan Company, hereinafter referred to as "the Company", shall be $560,000. divided into 7,000 shares of $80. each.
Provisions as to the permanent stock
Part of the permanent capital stock of the Company, not exceeding $500,000. may, upon the resolution of the directors, be divided into shares of $10. each and issued under the following terms: Such stock shall be entitled to such cumulative preferred dividends, not exceeding 6% per annum, as shall from time to time be declared by the directors, which shall be provided for out of the net earnings of the Company, before any dividends are paid upon the ordinary stock of the Company; but the said preferred permanent stock shall not be entitled to participate in any further profits of the Company: Provided that the holders of the said preferred permanent stock shall be shareholders, and possess all the rights, and be subject to all the liabilities, of shareholders.
The president, vice-president, directors and officers of the Company shall remain in office until others shall be appointed in accordance with the by-laws, rules and regulations, and the property, affairs and concerns of the Company shall be managed by the officers and in the manner provided in and by the said by-laws, rules and regulations, or in such manner as may hereafter be provided by any new or amended by-laws, rules and regulations.
The Company may borrow money, and receive money on deposit, upon such terms as to interest, security or otherwise as may be agreed upon, and may issue its bonds, debentures, debenture stock and other securities for money borrowed, provided that the total of the Company's liabilities to the public outstanding from time to time shall not exceed twice the amount paid up of its capital stock, and provided further that the amount held in deposit shall not at any time exceed the aggregate amount of its then actually paid up and unimpaired capital and of its cash actually in hand or deposited in any chartered bank in Canada and belonging to the Company. Subject, however, to the limitations aforesaid, the Company may borrow money from any chartered bank and may issue its promissory notes therefor.
No shareholder of the Company shall be liable for or charged with the payment of any debt or demand due from the Company beyond the extent of his share or shares not then paid up, and then only in accordance with his contract with the Company.
The Company may lend money in conformity with the law and with the by-laws of the Company to any person or persons or body corporate without requiring any such borrowers to become subscribers to the stock or members of the said Company.
The board of directors may issue debentures of the Company for sums not less than $100. each, and in such currency as they deem advisable, and payable in Canada or elsewhere, not less than one year from the issue thereof, subject to the limitation hereinbefore mentioned; and such debentures may have interest coupons attached, and such debentures shall be signed by the president or vice-president and the manager of the Company or other persons appointed therefor by by-law or resolution of the directors, and shall be under the common seal of the Company, and the coupons shall be signed by the manager or other persons appointed therefor by by-law or resolution of the directors, and the directors may from time to time give, execute and deliver a first mortgage or trust deed upon such portion of the property, assets, mortgages and effects of the Company as the directors determine, or upon all of the property, assets and effects of the Company, to such person or persons or corporations as the directors elect, and upon such terms and conditions as they determine, and such trust deed or mortgage may be for the purpose of securing payment to the holder or holders of the debentures from time to time issued; provided that no holder of debentures of the Company shall be bound to enquire into the occasion of any such loan or the issuing of any such debentures, or into the validity of any by-law or resolution authorizing the same, or the purpose for which such loan is wanted.
The directors may also issue debenture stock, which shall be treated and considered as a part of the regular debenture debt of the Company, in such amounts and manner, on such terms and bearing such rate of interest, as the directors from time to time think proper, subject to the limitations hereinbefore provided, so that the amount received as money deposits and borrowed on the security of the debenture stock shall not in the whole exceed the aggregate amount fixed by this Act as the authorized limit of the borrowing powers of the Company.
The debenture stock aforesaid shall be entered by the Company in a register to be kept for that purpose, wherein they shall set forth the names and addresses of the several persons from time to time entitled thereto, with the respective amounts of said stock to which they are respectively entitled, and such stock shall be transferable in such amounts and in such manner as the directors determine.
The Company shall, on demand, deliver to every holder aforesaid a certificate stating the amount of debenture stock held by him, the rate of interest payable thereon, and the conditions to which the said stock is subject, but no other rights or privileges shall be conferred upon the holders of debenture stock in respect thereof than are held or enjoyed by holders of debentures of the Company.
Registering transfers of debentures
All transfers of debentures of the Company shall be registered at the head office of the Company in Winnipeg, Manitoba, and not elsewhere, but said transfers may be left with such agent or agents in Canada or Great Britain or any foreign country, as the Company may appoint for that purpose, for transmission to the Company's office in Winnipeg, Manitoba, for registration.
The holders of the debentures of the Company may, with the consent of the directors, at any time exchange such debentures for debenture stock.
The debenture stock issued, or to be issued, under the authority of this Act shall rank equally with the debentures issued, or to be issued, by the Company. The directors of the said Company may, at any time, in the interests of the Company, buy up and cancel said debenture stock or any part thereof.
It shall be lawful for the Company to lend and advance money on mortgages of real estate, and on assignments of mortgages, or in the purchase of mortgages of real estate, and the principal money so advanced on mortgages, or assignments of mortgages, or in the purchase of mortgages, and any money advanced or lent by the Company in accordance with its powers for such purposes, and the interest thereon, may be made repayable and be repaid by means of a sinking fund, within such time as the Company shall direct and appoint, and as shall be specified in the mortgages or assignments of mortgages, and it shall be lawful for the Company to provide that the principal money so lent and advanced may be made repayable and be paid in instalments, or in one sum, with interest on the said principal payable at the same time, or different times, instead of by means of a sinking fund, at such time or times and in such manner as may be agreed upon and specified in any such mortgage, and the Company may do all acts and things that may be necessary for advancing money, and for recovering and obtaining repayment thereof, and for enforcing payment of all interest accruing thereon, or any conditions attached to such advance, or any forfeiture consequent on the non-payment thereof, an give all necessary and proper receipts, acquittances and discharges for the same, and do, authorize and exercise all acts and powers whatsoever, requisite or expedient to be done and exercised in relation to the same. Provided also the Company may take personal security as additional security for any advance made, or to be made, or contracted to be made, by or for any debt due to the Company.
Subject to subsection (2), the Company may lend or advance money forming part of its capital or reserve or accumulated profits on the security of such property, real or personal, and invest that money in such bonds, debentures, stock, or other securities, as the directors may, from time to time, by by-law, approve and sanction; and may mortgage, sell, or otherwise dispose of, any such investments or securities, or any part thereof, and re-invest the proceeds thereof.
Nothing in this Act authorizes the Company to lend or advance money upon, or invest in, securities in which loan companies are not permitted to invest by The Corporations Act.
The Company may appoint agencies or local advisory boards or directors in any city, town or village in Canada or in Great Britain, or any of the British colonies, their mode of appointment and powers to be fixed by the by-laws of the Company.
Acquisition of lands in other provinces
The Company may acquire and hold lands in all provinces of Canada by gift, purchase or as mortgagees or otherwise as fully and freely as private individuals, and carry on business there, and may sell, lease, mortgage or otherwise alienate the same, and may apply to be licensed or registered in any other province in which it seeks to carry on business.
Acquisition of lands in Manitoba
The Company shall be deemed to have always had power to purchase land in the province of Manitoba from the time of incorporation of the Company.
Amalgamation of other companies
The directors of the Company, with the consent of the shareholders, shall have power to take over, purchase or assume any portion of the entire assets and to assume the liabilities of any other incorporated loan, mortgage or investment company, whether local or foreign, and to have, own, enjoy and deal with such assets and liabilities in as full and ample manner as if the same were originally the assets and liabilities of the Company.
The Company may, subject to any limitation or prohibition imposed by its by-laws, lend upon its terminating stock, but no such loan shall exceed 80% of the then value of the stock.
The Company may act as an agency association for the interest and on behalf of others who entrust it with money for that purpose, and may, either in the name of the Company or of such others, lend and advance money to any person, or to any body corporate, or to any municipal or other authority, or to any board or body of trustees or commissioners, upon such securities as are mentioned in The Loan Companies Act, Canada, 1899, and in section 22 of this Act, and upon such terms as to the Company appear satisfactory, and may purchase and acquire any securities on which they are authorized to advance money, and again resell the same.
The conditions and terms of such loans and advances, and of such purchases and re-sales, may be enforced by the Company for its benefit, and for the benefit of the person or corporation for whom such money has been lent and advanced, or such purchases and re-sales made; and the Company shall have the same power in respect of such loans, advances, purchases and sales as are conferred upon it in respect of loans, advances, purchases and sales made from its own capital.
The Company may also guarantee the repayment of the principal, or the payment of the interest, or both, of any money entrusted to it for investment.
Employment of the capital or funds
The Company may, for every or any of the foregoing purposes, lay out and employ the capital and property, for the time being, of the Company, or any part of the money authorized to be raised by it in addition to its capital, for the time being, or any money so entrusted to it as aforesaid, and may do, assent to and exercise all acts whatsoever which, in the opinion of the directors of the Company, for the time being, are requisite or expedient to be done in regard thereto.
Repayments guaranteed deemed money borrowed
All money of which the repayment of the principal or payment of interest is guaranteed by the Company shall, for the purposes of this Act, be deemed to be money borrowed by the Company.
Assignments of mortgages or other securities
The directors of the Company may assign any mortgage or other security held by the Company when, in their judgment, it is in the best interests of the Company to do so.
The business of the Company shall be managed by a board of not less than five nor more than nine directors, who may pay all expenses incurred in organizing and incorporating the Company, and may affix the seal of the Company, and may make or cause to be made for the Company any description of contract which the Company may by law enter into, and may exercise all such powers of the Company as are not by this Act required to be exercised by the Company in general meeting, and the directors may, from time to time, among other things also exercise the following powers, the same being specifically referred to for greater certainty, but not so as to restrict the generality of the foregoing terms of this section,
(a) issue debentures, bonds, deposit receipts and stock and regulate the allotment of stock, the making of calls, the payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and of the proceeds thereof, and the transfer of stock; provided no stock upon which 25% has been paid shall be forfeited until the same shall have been offered for sale and no sale effected;
(b) declare and pay dividends;
(c) determine the remuneration of the directors and other officers and servants;
(d) delegate any of their powers to committees consisting of such members of their body as they think fit, and any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the directors;
(e) appoint and remove all agents, officers and servants of the Company, and provide for and determine their functions and duties, the security to be given by them to the Company and their remuneration;
(f) determine the time and place for the holding of all meetings of the Company, the calling of all meetings of the board of directors and of the Company, the quorum at meetings of the directors and of the Company, and the procedure in all things at such meetings;
(g) provide for the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law;
(h) conduct in all other particulars the affairs of the Company;
(i) make by-laws for the regulation of the business of the Company, its officers and servants, or the members of the Company.
The directors may set aside out of the profits of the Company such sum as they think proper as a reserve fund to meet contingencies, or for repairing, improving and maintaining any of the property of the Company, and for such other purposes as the directors shall, in their absolute discretion, think conducive to the interests of the Company, and may invest the several sums so set aside upon such investments (other than shares of the Company) 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 may divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company, 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 contained in section 23 of this Act and in section 20 of The Loan Companies Act, Canada, 1899.
Directors may make by-laws, etc.
The directors of the Company may, from time to time, alter, amend, repeal, or create, any new regulation, rule or by-law for the working of the Company at any regular meeting or at a special meeting called for the purpose, after notice given at a previous meeting, which notice shall state the proposed change, and such action shall have binding force until the next general meeting of shareholders, when the same, in order to continue in force, must be confirmed upon a majority vote of the shareholders present in person or by proxy.
The directors, by unanimous vote at any time after the whole of the fixed and permanent capital stock of the Company has been subscribed, and 90% thereof paid up, but not sooner, may, from time to time, by by-law, provide for the increase of such fixed and permanent capital stock to any amount which they consider requisite, but no class of stock shall be so increased without the consent of two-thirds of the stockholders in such class, and any new shares shall, on such increase, be allotted to the holders of the class of stock so increased.
No by-law for increasing such capital stock shall have any force or effect unless and until it has been sanctioned by the vote of the shareholders present, or represented by proxy, at a general meeting of the Company duly called for the purpose of considering such by-law, such shareholders holding not less than two-thirds of the amount paid up on such capital stock represented at such meeting; and provided that neither class of such stock shall be so increased without the consent of two-thirds of the stockholders in such class.
As to trusts of stock or deposits
The new Company shall not be bound to see to the execution of any trust, whether expressed, implied or constructive, of which any share or shares of its stock, or to which any deposit, or any other money payable by or in the hands of the new Company, may be subject; and the receipt of the party or parties in whose name such share or shares or money stand in the books of the new Company shall, from time to time, be sufficient discharge to the new Company for the payment of any kind made in respect of such share or shares or money, notwithstanding any trust to which the same may then be subject, and whether or not the new Company has had notice of such trust and the new Company shall not be bound to see to the application of the money paid upon such receipt.
NOTE: This Act replaces S.M. 1904, c. 70.