|This is an unofficial archived version of The North-West Line Elevators Association Incorporation Act|
as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 125
The North-West Line Elevators Association Incorporation Act
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WHEREAS the persons hereinafter named, by their petition, represented that the establishment of a company for general dealing in grain and merchandise, including the insurance of the same against loss by fire, hail, frost or other cause, and for the other purposes, would be for the benefit of the Province of Manitoba, and they prayed that The North-West Grain Dealers' Association should be incorporated: Samuel Peck Clark, John Love, William Henry McWilliams, Alexander Reid and William Wallace McMillan, all of the City of Winnipeg, in Manitoba, grain dealers;
AND WHEREAS their prayer was granted, and resulted in the enactment of An Act to incorporate "The North-West Grain Dealers' Association", assented to February 8, 1904;
AND WHEREAS the name of the corporation changed to The North-West Line Elevators Association;
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 North-West Line Elevators Association (hereinafter referred to as the "company") is continued as a corporation, consisting of those persons who were shareholders of the company on the coming into force of this Act and such other persons as become shareholders.
The capital stock of the company shall consist of $20,000. divided into 20,000 shares of $1. each.
Shareholders eligible to hold shares in the company shall be restricted to persons, firms or corporations approved by the directors of the company and owning or operating grain elevators in Manitoba, Saskatchewan or Alberta on the basis of one share of fully paid-up stock for each elevator so owned or operated.
The number of shareholders in the company is limited to 50.
Any invitation to the public to subscribe for shares or securities of the company is prohibited.
No share in the capital stock of the company shall be transferred without the consent of the directors, signified by a resolution passed by the directors.
The company is a private company as a private company is defined in The Securities Act.
If any shareholder ceases to own or operate an elevator in respect of which a share in the company is held, the directors may cancel such share, and all interest of such shareholder in the share is thereby extinguished, but subject to sections 4 and 23, nothing herein contained shall prevent such shareholder before cancellation from transferring the said share to another shareholder who has acquired or is operating an additional elevator in respect of which no share has been issued by the company.
The directors of the company may from time to time make an assessment on the shareholders of the company for such expenditures over and above the earnings of the company as are deemed necessary by the directors, such assessment to be based on the number of elevators owned or operated by each shareholder.
Notice of such assessment shall be given by the secretary and any shareholder failing to pay such assessment within 60 days after receiving such notice shall have the amount of such assessment charged against the share or shares held by the shareholder, and no shareholder shall be entitled to transfer any share until the amount of such assessment has been fully paid and satisfied. When the amount of such unpaid assessment equals or exceeds the book value of the shares held by such shareholder as determined by the last report of the auditors of the company, then the directors may cancel the shares and all interest of the shareholder in any shares so cancelled shall be extinguished.
The company shall have the following powers:
(a) to carry on the business of grain dealers in all its branches, including the manufacture of all products of grain;
(b) to buy, sell and trade in all kinds of merchandise whatsoever;
(c) to acquire, build and operate mills, elevators, warehouses, storehouses and all other buildings necessary or convenient to carry on the business of the company;
(d) to buy, lease, operate and sell steamboats, vessels, barges, cars and other chattels useful for transportation purposes;
(e) to make and effect contracts of insurance with any person or persons, body politic or corporate, against loss or damage by fire, hail, frost, lightning, wind or any other cause, on any house, store, warehouse or other building whatsoever, and in like manner on any goods, chattels or personal property whatsoever, and for such time or times, and for such premiums and considerations, and under such modifications and restrictions, and upon such conditions, as may be bargained and agreed upon and set forth in such contracts;
(f) to make and effect contracts of insurance with any person or persons, body politic or corporate, against any loss or damage by fire, storm or tempest or other peril of navigation or from any other cause of or to ships, boats, vessels or other craft navigating the ocean, lakes, rivers, high seas or other navigable waters, from any port or ports to any other port or ports, whether in or out of Canada, or for any period or periods, and also against all loss of the cargoes or property conveyed in or upon such ships, vessels, boats or other craft or freight due or to grow due in respect thereof;
(g) to make like contracts of insurance against theft of any personal property;
(h) to carry on the business of a guarantee company in all its various departments and branches by interposing the guarantee of the company for the integrity and faithful accounting of officials, agents, clerks, buyers or other persons approved of by the company, on payment of such annual or other periodical premiums and upon such conditions as may be agreed upon between the parties, and for transacting such other description or species of guarantee insurance as the directors of the company shall from time to time think expedient;
(i) to buy, lease, rent, mortgage, sell or otherwise deal with such real estate as may be necessary for the conduct of the business of the company, and also to have power to take and hold security upon any real estate for any debt owing to the company, and to take all proceedings necessary for realizing thereon; also to have the power to purchase real estate at any judicial sale of real estate belonging to debtors of the company, provided that no such real estate acquired by the company from debtors of the company shall be held by the company for a longer period than 10 years from the date at which it was so acquired;
(j) to issue such bonds, debentures or other securities for money as may be authorized by the shareholders of the company, at a special general meeting called for the purpose, at which meeting the shareholders representing at least two-thirds of the subscribed stock of the company, and who have paid all calls due thereon, must be present in person or represented by proxy. Such bonds, debentures or other securities may be payable at such times and in such manner, and may bear such rate of interest, as the directors think proper. The directors may issue and sell or pledge all or any of the said bonds, debentures or other securities, at the best price and upon the best terms and conditions which at the time they may be able to obtain, for the purpose of raising money for prosecuting the work of the company. The power of issuing bonds, debentures or other securities conferred upon the company hereby shall not be construed as being exhausted by such issue, but such power may be exercised from time to time as the directors may think fit;
(k) to make and execute mortgage deeds, charges and encumbrances upon the whole or part of the property, real and personal, of the company, to secure payment of the bonds, debentures or other securities hereinbefore mentioned, granting to the holders of such bonds, debentures or other securities, or the trustees named in such deed or deeds, the powers, rights and remedies usually granted to mortgagees for realizing upon securities;
(l) to invest its funds, or any part thereof, in the public securities of the Government of Canada, or of any of the Provinces thereof, or in the stocks of any banks, life or fire insurance companies or building societies, or in the bonds or debentures thereof, and of real estate or loaning companies or in the bonds or debentures of any incorporated city, town, municipality or school district authorized to issue bonds or debentures, or in mortgages on real estate;
(m) to cause the company to be re-insured against any loss or risk which they may have incurred in the course of the exercise of the powers of insurance hereinbefore granted;
(n) generally to have power to do all matters and things relating to or connected with any of the branches of the various businesses hereinbefore mentioned;
(o) to collect and secure information of a general, financial and commercial interest to the shareholders of the company or to farmers relating to the grain and elevator business and to the growing and marketing of grain or other crops and to all problems connected with farming in Western Canada, with the power to make grants or donations and expend moneys from the earnings of the company or from assessments made by the directors upon the shareholders, to obtain and distribute the said information and to further any cause considered by the directors to be in the interest of the shareholders or to farmers;
(p) to sell, exchange, lease, mortgage, dispose of, turn to account or otherwise from time to time deal with all or any part of the undertaking, property and rights of the company for such consideration as the company may think fit, including in a case of sale or exchange, shares partly or fully paid up, rights, property or securities of any other company having objects altogether or in part similar to those of this company;
(q) to purchase, acquire and take over the business, undertaking and goodwill of any other company, firm or corporation having objects altogether or in part similar to those of this company, or carrying on any business capable of being conducted as to directly or indirectly benefit this company and to pay for the same either in cash or shares or otherwise and to take or otherwise acquire and hold and at will dispose of any shares, stock, debentures, bonds, or other obligations in or of any such company, firm or corporation;
Provided, that the powers conferred by clauses (e), (f), (g) and (h), shall not be exercised by the company until at least $10,000. have been paid into the company on account of subscribed stock.
The chief place of business of the company shall be in the City of Winnipeg, in Manitoba.
At all general meetings of the company each shareholder shall be entitled to give one vote for every share held by him for not less than five days prior to the time of voting, upon which all calls, at that time due, have been paid; such votes may be given either in person or by proxy, but the holder of such proxy must himself be a shareholder.
At the annual meeting of the shareholders the election of directors shall be held by ballot and all business transacted without the necessity of specifying such business in the notice of such meeting, and a general balance sheet of the affairs of the company, a list of all shareholders, and all such further information as shall be required by the by-laws of the company shall be laid before the meeting, and the directors, as soon as may be after the said election, shall elect by ballot one of their number to be president and one to be vice-president.
All questions proposed for the consideration of the shareholders at any general or special meeting shall be determined by a majority of votes, the chairman presiding at such meeting, in addition to his own votes, having a casting vote in case of an equality of votes. At all meetings of the shareholders the president, or in his absence the vice-president, or in the absence of both of them a director chosen by the shareholders, shall preside.
In case it shall at any time happen that an election of directors of the company should not be made on any day when it should have been made, under the provisions of this Act, the company shall not thereby be or be deemed to have been dissolved, but it shall be lawful on any other day to hold and make an election in such manner as may be regulated by the directors for the time being, on the notice as provided in section 14 being given, and the directors in office shall so continue until their successors have been fully elected.
Special meetings of the shareholders may be called in such manner as may be provided by the by-laws and by giving notice as provided in section 14 specifying the nature of the business to be considered.
No public notice or advertisement of the annual or of any other meeting of the shareholders shall be required, but notice of the time and place of any such meeting shall be mailed to each shareholder to his last known post office address and deposited in the post office at the city of Winnipeg at least 10 days before the holding of such meeting.
The president shall at any time, upon the written request of 10 shareholders, call a special general meeting of the company. Such request shall state the purpose for which it is desired to call the meeting.
Any vacancy at any time happening amongst the directors, by death, resignation, disqualification or removal during the current year of office, shall be filled for the remainder of the term by the remaining directors, or the majority of them, electing in place of such director or directors a shareholder or shareholders eligible for such office.
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 president, vice-president or presiding director shall, in addition to his own vote, give a casting vote.
Subject to the provisions of this Act, the directors of the company shall have full power in all things to administer the affairs of the company, and to make or cause to be made for the company all contracts into which by law the company can enter, and may from time to time make by-laws 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 non-payment, the disposal of such forfeited stock and the proceeds thereof, the transfer of stock, the declaring and paying of dividends, the number of directors, which shall not be less than five or more than 12, the appointment, functions, duties and removal of all agents, officers and servants of the company, the security to be given by them, their remuneration and that (if any) of the directors, the time and place of annual meeting of the company, the calling of meetings of the board of directors and of the company, the requirements as to proxies, the procedure in all things at meetings, 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 or re-enact the same; but every such by-law, repeal or amendment or re-enactment, unless in the meantime confirmed at a general meeting of the company duly called for the purpose, shall only remain in force until the next annual meeting of the company, and in default of confirmation thereat shall from that time cease to have effect.
If any shareholder shall refuse or neglect to pay the instalments due upon any share or shares held by him, the directors may forfeit such share or shares, together with the amount previously paid thereon, in such manner as may be provided by the by-laws, and such forfeited share or shares may be sold by the directors after 10 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 the 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 shares shall be sold than shall be deemed necessary to pay the arrears due by said shareholder, with interest and expenses of sale.
If payment of such arrears, calls, interest and expenses be made before any share so forfeited shall have been sold, such share shall revert to the owner, as if the same had been duly paid before forfeiture thereof; and, 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 necessary to prove only that the defendant was owner of the said shares in the company and that the calls were made, 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 such calls or any matter whatsoever other than what is before mentioned, 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 seal of the company and the hand of the president or vice-president, or 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, and of the contents thereof, 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.
No transfer of any share of the capital stock of the company shall be valid until entered in the book of the company kept for that purpose; transfers shall be according to such form as may be from time to time fixed by the by-laws. Provided always that no shareholder indebted to the company shall be permitted to make a transfer or receive a dividend until such debt is paid or secured, to the satisfaction of the directors; and no transfer of stock shall at any time be made until all calls thereon due, up to the time of transfer, shall have been paid.
In the event of the property and assets of the company being insufficient to liquidate its debts, liabilities and engagements, he shareholders shall be liable for the deficiency, but to no greater extent than the amount of the balance remaining unpaid upon their respective shares in the capital stock.
No shareholder shall be liable to any action for any debt, liability or engagement of the company by any creditor thereof 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 section 22, 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 salary or allowance as a president or director.
The company or directors shall not be bound to see to the execution of any trust, either expressed, implied or constructive, affecting any share or shares of its stock; and, notwithstanding any such trust and any notice thereof to the company or directors, the receipt of the person in whose name any share stands shall be a sufficient discharge to the company for any money paid in respect of such share or shares.
No person shall be elected as a director of the company or appointed as a director to fill any vacancy unless he or any other company of which he is an officer or director or authorized representative is a shareholder, to an amount required by the by-laws of the company and not in arrear in respect of any assessments thereon and when any director or the corporation he represents ceases to be a shareholder he shall thereupon cease to be a director.
The president, vice-president and directors of the company shall continue to be such until their successors are elected and all by-laws, rules and regulations of the company not contrary to law or not inconsistent with this Act shall continue to be the by-laws, rules and regulations of the company until amended or repealed.
This Act and the company hereby incorporated, and the exercise of the powers hereby conferred, shall be subject to any general laws in force or that may hereafter be in force respecting insurance companies, in virtue of any Act or Acts passed or which may hereafter be enacted by the Legislature of the Province.
NOTE: This Act replaces S.M. 1904, c. 80.