as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 75
The Interior Trust Company Incorporation Act
WHEREAS the persons hereinafter named, by their petition, prayed that The Interior Trust Company should be incorporated for the purpose of carrying on a trust and agency business, in all its branches: William C. Hamilton, Barrister-at-Law; Albert T. Hawley, Barrister-at-Law; Albert C. Ferguson, Barrister-at-Law; Charles H. Black, Accountant; Alexander J.J. Fanshaw, Chartered Accountant, all of the City of Winnipeg, in the Province of Manitoba;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to Incorporate "The Interior Trust Company", assented to March 6, 1918;
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:
In this Act,
"company" means The Interior Trust Company; (« Compagnie »)
"directors" means the directors, for the time being, of The Interior Trust Company. (« administrateurs »)
The Interior Trust Company is continued as a corporation, consisting of those persons who were shareholders on the coming into force of this Act and such other persons as become shareholders in the company.
The capital stock of the company shall be $100,000., divided into 1,000 shares of $100. each, and may be increased to an amount not exceeding $500,000., by a vote of two-thirds in value, of the shareholders present or represented by proxy at any annual meeting or at any special meeting to be called for that purpose; provided that stock to the amount of $30,000. shall be subscribed, and $10,000. paid thereon in cash before the company shall go into operation.
The objects of the company shall be, and the company is hereby authorized to take, receive and hold all estates and property, real and personal, which may be granted, committed, transferred, delivered or conveyed to it, with its consent, upon any trust or trusts whatsoever (not contrary to law) at any time or times, by any person or persons, body or bodies corporate, or by any court, and to sell, mortgage, pledge, lease, dispose of, transfer, convey or otherwise deal with the same in any manner in accordance with, and in pursuance of, any trusts respecting the same; also to administer, fulfil and discharge the duties of such trusts, for such remuneration as may be agreed upon, to receive money and deposits in trust for investment; also to act generally as agents or attorneys for the transaction of business, the management, amalgamation and winding-up of estates, partnerships, companies, associations and other corporations, the collecting of accounts, rents, dividends, interests, mortgages, bonds, bills, notes and securities for money; also to act as agents for the purpose of issuing and counter-signing the certificates of stock, bonds or other obligations of any corporation, company, association, city, town, village, rural municipality, rural school district, public school board or municipality, or any public institution; and also to receive and manage any sinking fund on such terms as may be agreed upon; and to invest all moneys entrusted to the company for investment upon the security of, or in the purchase of annuities, mortgages upon land or leasehold property, or the debentures of cities, towns, villages or rural municipalities, or rural school districts or public school boards of this Province, or of any shares, bonds, debentures or other securities of any bank, corporation or company, and all securities in which trustees are by law authorized to invest trust moneys; also to guarantee any investment made by them as agents or otherwise; also to realize for the purpose of any trust any money invested for such trust; also to sell, pledge, mortgage, transfer or dispose of any securities or investments, or any real or personal property held by the company, or upon which any trust funds may be invested, so as to realize such funds and property, whenever the same may be required for distribution or for payment to the party or parties entitled thereto, or the fulfilment of the objects of any trusts or for any purpose connected therewith; also, on behalf of such persons or corporations as shall entrust them with money for that purpose, to invest such moneys upon any of the securities hereinbefore mentioned, and also, for or in respect of all or any of the services, duties or trusts hereinbefore mentioned, to charge and be allowed, and to collect and receive all proper remuneration and legal and usual and customary charges, costs and disbursements, with power to advance moneys to protect any such estate, trust or property entrusted to them as aforesaid and to charge lawful interest upon any such advances; provided that nothing herein contained shall be held either to restrict or to extend the powers of the said company as trustees or agents under the terms of any trust or agency that may be conferred upon them.
The company is also authorized to accept and execute the offices of executor, administrator, administrator de bonis non, administrator with the will annexed, trustee, receiver, curator, assignee, guardian of the estate of any minor, or committee of the estate of any mentally disordered person or liquidator of a company, and, in all cases, when application shall be made to any court of the Province of Manitoba, for the appointment of any executor, trustee, receiver, guardian, administrator, administrator de bonis non, administrator with the will annexed, or committee of any mentally disordered person or liquidator of a company, it shall be lawful for any such court or judge thereof to appoint the company (subject as hereinafter provided), with their consent, to hold such office or offices; and the accounts of the company as such executor, administrator, administrator de bonis non, administrator with the will annexed, trustee, receiver, assignee, guardian or committee shall be regularly settled and adjusted by the proper officers or tribunals; and all proper, legal, usual and customary charges, costs and expenses shall be allowed to the company for the care and management of the estates so committed to them. In case of such appointment by any court or judge, after approval by the Lieutenant Governor in Council, as provided in section 6, the company shall not be required to give any security, but such court or judge, if it or he deems necessary, may from time to time appoint a suitable person to investigate the affairs and management of the company, who shall report thereon to such court or judge regarding the security afforded to those by or for whom its engagements are held; and the expenses of such investigation shall be defrayed by the company, or the court or judge may, if deemed necessary, examine the officers or directors of the company, under oath or affirmation, as to the security aforesaid. It shall also be competent for the Lieutenant Governor in Council, from time to time, when he shall deem it expedient, to appoint any inspector to examine the affairs of the company, and report to him on the security afforded to those for whom its engagements are held as aforesaid; and the expenses of such investigation shall be borne by the company.
In case the Lieutenant Governor in Council shall approve of the company being accepted by any court in Manitoba as a trust company, for the purpose of such court, any such court or judge thereof, having authority to appoint such an officer may, if it or he thinks fit, with the consent of the company, appoint the company to exercise any of the offices, or to perform any of the duties in this Act referred to, in respect of any estate or person under the authority of such court.
The Lieutenant Governor in Council may revoke the approval given under this Act, and no court or judge after notice of such revocation, shall appoint the company to execute any of the offices, or perform any duties under this Act, unless such company gives the like security for the due performance of its duties as would be required from a private person.
The company shall be subject at all times to the further orders, judgments or decrees of any court of record, from which it shall have accepted any trusts, appointment or commission as to such trust, and shall render to such court such itemized and verified accounts, statements and reports as may be required by law or as such court shall order, in relation to such particular trust.
The company, in the execution of any trusts assumed under the powers contained in this Act, shall have all the powers, rights and privileges conferred upon trustees, executors and administrators of estates, under the provisions of The Trustee Act and any amendments thereto.
The company shall have the capacity of a natural person to exercise its powers beyond the boundaries of the Province to the extent to which the laws in force where such powers are sought to be exercised permit, and to accept extra provincial powers and rights, and shall have the general capacity which the common law ordinarily attaches to corporations incorporated by royal charter under the great seal.
The liability of the company to the persons interested in any estate held by the company as executor, trustee, assignee, administrator, administrator de bonis non, administrator with the will annexed, curator, receiver, guardian or committee as aforesaid, shall be the same as if the estate had been held by any private person in such capacities respectively, and its powers shall be the same and the whole of the capital stock of the company, together with its property and effects, shall be taken and considered as security for the faithful performance of its duties as aforesaid, and shall be absolutely liable in case of any default whatsoever, but no stockholder in the company shall be liable to any greater extent than the amount unpaid upon any stock held by him, and no property whatsoever held by the company in trust shall be subject to its liabilities, excepting those arising out of its trusts as to such property.
The company may hold such real estate as may be necessary for the transaction of its business, or, as being mortgaged or hypothecated to it, may be acquired by it for the protection of its investments; and may from time to time sell, mortgage, lease or otherwise dispose of the same.
It shall be lawful for the company to acquire, by purchase or otherwise, mortgages upon real estate and debentures of municipal or other corporations, or school districts, and bonds, debentures or capital stock of any incorporated company, and to resell the same, and to invest any moneys forming part of their capital or reserve, or accumulated profits, in such securities, real and personal, and to mortgage, sell or otherwise dispose of the same, or any part thereof, and to re-invest the proceeds as the directors may from time to time deem expedient. The company shall not lend its funds, moneys, capital, trust funds, or any other property whatsoever, to any director, officer, agent or employee thereof, nor shall any director, officer, agent or employee become in any manner indebted to the said company, except for an unpaid liability for shares subscribed; provided that the execution and delivery of any bond required from any such officer, agent or employee shall not be considered as an indebtedness for the purpose of this section.
It shall be lawful for the company, in exercising the powers conferred by this Act, as agents on behalf of others, to lend money on any security authorized under this Act, and to purchase mortgages or debentures of municipal or other corporations, the stock of incorporate banks and other evidences of debt, and the same to resell, as it may deem advisable, and for that purpose to execute such assignment or other instruments as may be necessary to carry the same into effect.
The company may stipulate for, demand and receive in advance, half-yearly or otherwise, the interest from time to time accruing on any loans granted by the company, and may also receive an annual payment on any loan, by way of a sinking fund, for the gradual extinction of such loan, upon such terms and in such manner as may be regulated by the by-laws of the company.
The company may from time to time amalgamate with, or may acquire and undertake the whole or any part of the assets, business, property, liabilities and good will of any person or company (and the name of any company) carrying on any business which the company is authorized to carry on, and pay therefor in cash or in stock, either fully paid up, or partly paid up, or in any other manner as may be agreed upon, and as shall not impair the recourse and remedy of any creditor of either company; but no by-law for such purchase or amalgamation shall have any force or effect until it has been sanctioned by a vote of the shareholders, as in this Act required, for increase of its capital stock.
The directors may, with the consent of the company in general meeting, borrow money from time to time on behalf of the company at such rates of interest and upon such terms as they may from time to time think proper; and the directors may for that purpose make and execute any mortgages, or other instruments, under the common seal of the company, or make promissory notes, or assign, transfer or deposit by way of equitable mortgage or otherwise, any of the documents of title, deeds, muniments, securities or property of the company, not held by it in trust, and either with or without powers of sale, or other special provisions as the directors shall deem expedient.
The business of the company shall be administered by a Board, of not less than five directors, being severally holders of at least 10 shares of stock, on which all calls have been paid, and the office of a director, upon his ceasing to hold that number of shares, or becoming insolvent by voluntary assignment or compulsory liquidation, shall immediately cease and be vacated; such directors shall be elected at each annual meeting of the company, to hold office until their successors are elected, and, if otherwise qualified, they may always be re-elected, and a majority of the members of such board shall be a quorum thereof; and, in case of the death, resignation, removal or disqualification of any director, such board, if they shall see fit, may fill the vacancy until the next annual meeting of the company, by appointing any qualified shareholder thereto, but a failure to elect directors, or any failure of directors, shall not dissolve the corporation, and an election may be had at any general meeting of the company called for the purpose.
The business of the company shall be managed by the directors, who may adopt a common seal, 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 amongst other things may from time to time exercise the following powers, the same being referred to for greater certainty, but not so as to restrict the generality of the foregoing terms of this section:
(a) issue stock, make calls thereon, prescribe the terms of payment thereof, and of the issue and registration of certificates of stock, the sale and transfer of stock, and, subject to the provisions of this Act, the sale and forfeiture of stock for non-payment, the disposal of forfeited stock and the proceeds thereof;
(b) declare and pay dividends;
(c) determine the number of directors and their remuneration, if any;
(d) delegate any of their powers to committees consisting of such member or members of their body as they may think fit;
(e) determine the site of their chief place of business and of any agencies or offices they may require;
(f) appoint and remove all agents and 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;
(g) determine the time and place for the holding of meetings of the company, the manner of calling same, and the length of notice to be given, the calling of meetings, regular and special of the board of directors of the company, the quorum at meetings of the company, the requirements as to votes and proxies, and the procedure in all things at such meetings;
(h) provide for the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law;
(i) conduct in all other particulars, the affairs of the company;
(j) make by-laws, rules and regulations for the conduct of the business of the company, its officers and servants, or the members of the company, and repeal, amend and re-enact the same. Provided, however, that every such by-law and every repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a general meeting of the company, duly called for that purpose, shall only have force until the next annual meeting of the company, and in default of confirmation thereat, shall, at and from that time only, cease to have force; and in that case no new by-law to the same or like effect shall have any force until confirmed at a general meeting of the company; provided always that one-fourth part in value of the shareholders of the company shall at all times have the right to call a special meeting thereof for the transaction of any business specified in such written requisition and notice as they may issue to that effect;
(k) invest monies of the company as they shall deem fit.
The directors shall from time to time elect from among themselves a president and vice-president of the company.
The company shall prepare and annually transmit to the member of the Executive Council charged with the administration of The Corporations Act the annual return required by that Act.
The acts of the directors or of any committee appointed by the directors shall, notwithstanding that it may afterwards be discovered that there was some defect in the appointment of any such director or member of any such committee, or that they or any of them were or was disqualified, be as valid as if such person had been duly appointed and was qualified to be a director.
Every director of the company, and his heirs, executors and administrators and estate and effects respectively, shall be chargeable with only so much money as he shall actually receive, and shall not be answerable or accountable for his co-directors or any or either of them, but each for his own acts, deeds and defaults only.
The directors may, if they think fit, receive from any shareholder willing to advance the same, all or any part of the amount due on the shares held by him beyond the sum called for, and upon the money so paid in advance, or so much thereof as shall from time to time exceed the amount of the calls then made upon the shares, the company may pay interest at such rate to the shareholder as the directors shall determine.
Every person who makes application in writing for an allotment of shares, to whom any share or shares is or are allotted in pursuance of such application, shall be deemed conclusively to have agreed to become a shareholder of the company in respect of the shares so allotted.
The register of the shareholders shall be prima facie evidence of any matters by this Act directed or authorized to be inserted therein.
Every transfer, deed, conveyance, assignment or other document relating to real estate, or any interest therein, made to or executed in favor of the company, and in which no trust is expressed, and every transfer, deed, conveyance, assignment or other document executed by the company, relating to the land, or interest aforesaid, presented for filing or registration under The Registry Act or The Real Property Act shall be registered as if the company were legally qualified in respect thereof to accept, take, make and execute the same free from all trusts, and no district registrar or other person shall be obliged to or shall inquire into the question of any trust which may in any way relate to the same, but the responsibility and liability of the company shall be and remain the same as if this section had not been passed.
Each shareholder, until the whole amount of his stock has been paid up, shall be individually liable to the creditors of the company to an amount equal to that not paid up thereon, but shall not be liable in any action therefor by any creditor before an execution against the company has been returned unsatisfied in whole or in part, and the amount due on such execution shall, subject to the provisions of the next succeeding section, be the amount recoverable, with costs, against such shareholder; provided that any shareholder may plead by way of defence, in whole or in part, any set-off which he could set up against the company, except a claim for unpaid dividends, or a salary or allowance as a president or director.
The shareholders of the company shall not, as such, be held responsible for any act, default or liability whatsoever of the company, or for any engagement, claim, payment, loss, injury, transaction, matter or thing whatsoever, relating to or connected with the company, beyond the unpaid amount of their respective shares in the capital stock thereof.
At all meetings of the company every shareholder shall be entitled to one vote for each share possessed by him, but no shareholder shall be entitled to vote, either in person or by proxy, at any meeting, unless he shall have paid all the calls due upon the shares then held by him.
Every person who, by operation of law, transfer or other means whatsoever, shall become entitled to any share, shall be bound by any and every notice which, previously to his name and address being entered upon the register of shareholders in respect of such shares, shall have been given to the person from whom he shall derive his title.
The company shall keep, in a book or books, a register of the shareholders of the company, and therein shall be fairly and distinctly entered from time to time the following particulars: The names and addresses of all the shareholders of the company, and the number of shares held by each shareholder, and the amount paid on the shares of each shareholder.
There shall be a book called the register of transfers provided, and in such book shall be entered the particulars of every transfer of shares in the capital stock of the company.
The directors may decline to register any transfer of shares belonging to any shareholder who is indebted to the company.
If any share stands in the names of two or more persons, the person first so named shall, as regards voting at meetings, receipts of dividends, services of notices and all other matters connected with the company (except transfer) be deemed the sole holder thereof, and shares in the company shall not be sub-divided.
The directors may, from time to time, make such calls upon the shareholders in respect of moneys unpaid upon their respective shares, as they shall see fit; provided that, 21 days at the least before the day appointed for payment of such call notice thereof shall be served on such shareholder liable to pay the same; but no call shall exceed the amount of $10. per share, and the period of three months at least shall intervene between successive calls.
A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed; and, if the shareholder shall fail to pay any call due from him before or on the day appointed for the payment thereof, he shall be liable to pay interest thereon at a rate not exceeding 10% per annum, from the day appointed for payment, until the actual payment thereof.
Each shareholder shall be liable to pay the amount of any call so made upon him to such person and at such time and place as the directors shall appoint.
If any shareholder shall refuse or neglect to pay any instalment due upon any share or shares held by him, the directors may, in such manner as may be provided by the by-laws, cause such share or shares to be sold after 30 days' notice, to be sent by post prepaid and registered to the last known address of such shareholder, and the moneys arising therefrom, shall be applied towards the payment of such unpaid instalments, with interest and expenses of sale; provided always that in case the money realized by any sale of shares be more than sufficient to pay all arrears and interest, together with the expenses of such sale, the surplus of such money shall be paid on demand to the former shareholder, and no more shall be sold than shall be necessary to pay the arrears due by said shareholder, with interest and expenses of sale, and in case the money so realized shall not be sufficient to pay all arrears and interest, together with the expenses of such sale, the directors may declare such share or shares to be forfeited to the company, and the same shall then be forfeited accordingly.
In all actions or suits for the recovery of such arrears or calls, it shall be sufficient for the company to allege that the defendant, being the owner of such shares, is indebted to the company in such sum of money as the calls in arrears amount to, for such and so many shares, whereby an action has accrued to the company by virtue of this Act, and on the trial it shall be only necessary to prove that the defendant was owner of the said shares in the company, and that said calls were made, and have not been paid, and that notice was given as directed by this Act, and it shall not be necessary to prove the appointment of the directors who made calls, or any other matter whatsoever, than by this section specially required, and any copy or extract of any by-law, rule, regulation or minute, or of any entry in any book of the company, certified to be a true copy or extract under the hand of the president or vice-president, the manager or secretary of the company, and sealed with the corporate seal thereof, shall be received in all courts and proceedings as prima facie evidence of such by-law, rule, regulation, minute or entry without any further proof thereof, and without proof of the official character or signature of the officer signing the same, or of the corporate seal.
The company shall at all times have its head office in the City of Winnipeg, in Manitoba, and it may establish agencies elsewhere, as it may deem expedient.
Any summons, statement of claim, notice, order or other document required to be served upon the company, may be served by leaving the same at the company's head office, with any officer of the company.
Any summons, notice, order or proceeding requiring authentication by the company may be signed by any director, the manager or other authorized officer of the company, and need not be under the common seal of the company, and the same may be written or in print or partly in writing and partly in print.
A notice or other document served by post by the company on a shareholder, addressed to such shareholder to the post office address, set forth in the register of shareholders, shall be taken as served at the time when the letter containing it would be delivered in the ordinary course of post, and proof that such letter was addressed as aforesaid, and was put into the post office, and the time when it was put in, and the time requisite for its delivery in the ordinary course of post, shall be sufficient proof of such service.
Moneys, properties and securities received or held by the company upon trust, or as agent, shall not be liable for the debts or obligations of the company, except such as arise out of such trust or agency.
No person holding stock in the company as an executor, administrator, tutor, curator, guardian or trustee, shall be personally liable as a shareholder; but the estate and funds in the hands of such person shall be liable in like manner, and to the same extent, as the testator, or intestate, or the minor, ward or other interested person in such trust fund, would be, if competent to act, and holding such stock in his own name; and no person holding such stock as collateral security shall be personally subject to such liability, but the person pledging such stock shall be considered as holding the same, and shall be liable as a shareholder accordingly.
Every executor, administrator or trustee shall represent the stock in his hands at all meetings of the company, and may vote accordingly as a shareholder; and every person who pledges his stock may nevertheless represent the same at all such meetings, and may vote accordingly as a shareholder.
The company may have agencies in any place in Great Britain or elsewhere for the registration and transfer of debenture or other stock.
The company shall be subject to the general laws of the Province relating to all loan and trust companies carrying on business in the Province of Manitoba.
The company is subject to The Corporations Act except where its provisions may be inconsistent with this Act.
Notwithstanding anything in this Act contained the company shall not have authority to issue debentures or debenture stock.
NOTE: This Act replaces S.M. 1918, c. 110.