as enacted by SM 1990-91, c. 1 on November 14, 1990.
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R.S.M. 1990, c. 129
The Northern Trusts Company Act
WHEREAS The Empire Trusts and Mortgage Company, Limited was incorporated by an Act passed in 1 and 2 Edward VII, chapter 60;
AND WHEREAS the Act was subsequently amended and the name of the corporation changed to The Northern Trusts Company;
AND WHEREAS certain persons, by their petition, prayed that the said Act should be amended and consolidated;
AND WHEREAS their prayer was granted, and resulted in the enactment of an Act to amend and consolidate the Acts respecting "The Northern Trusts Company," being chapter 60 of 1 and 2 Edward VII and chapter 116 of 5 and 6 Edward VII, assented to March 16, 1910;
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 Northern Trusts Company (hereinafter referred to as "the company") is continued as a corporation consisting of those persons who are shareholders on the coming into force of this Act and all other persons who shall hereafter become shareholders in the company.
The company shall have perpetual succession, and may sue and be sued, and have and use a common seal, and be capable by law to make and receive all deeds, conveyances, mortgages, transfers, assignments and contracts necessary to carry into effect the provisions of this Act and to promote the objects and designs of the company.
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 trusts whatsoever (not contrary to law), at any time or times, by any person, body corporate or court, and to sell, mortgage, pledge, lease, dispose of, transfer, convey or otherwise deal with the same in any manner and 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 on; also to act generally as agents or attorneys for the transaction of business, the management and winding-up of estates, partnerships, companies, associations and other corporations, the collection of rents, dividends, interests, mortgages, bonds, bills, notes and securities for money; also to act as agents for the purpose of issuing or countersigning 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; also to receive and manage any sinking fund on such terms as may be agreed upon; also to invest all moneys of or entrusted to the company for investment upon the security of or in the purchase of mortgages upon lands or leasehold property, or the debentures of cities, towns, villages or rural municipalities, or rural school districts or public school boards of any province, or any bonds or debentures of any corporation or company, and all securities in which trustees are by law authorized to invest trust moneys; also to receive moneys on deposit until invested; 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 on 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 herein mentioned, and also, for and 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, 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 act as a safe deposit company and to receive and store for safe-keeping all kinds of securities and personal property, and to rent spaces and compartments for the storage of securities or personal property, and to enter into all legal contracts for regulating the terms and conditions upon which the said business is to be carried on, and for such purposes to acquire, by purchase, lease or otherwise, such real and personal estate and property as may by company be considered necessary.
The company is also authorized to accept and execute the offices of executor, administrator, administrator de bonis non, or with the will annexed, liquidator, trustee, receiver, curator, assignee, official guardian, official administrator, assignee or trustee for creditors, or litigation guardian, guardian of any minor or committee of any mentally disordered person; and in all cases, when application shall be made to any court for the appointment of any executor, trustee, receiver, guardian, administrator, administrator de bonis non, or committee of any mentally disordered person, it shall be lawful for any such court or a 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, 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 the said 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 and regarding the security afforded to those by or for whom its engagements are held, and the expense 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 by or for whom its engagements are held as aforesaid, and the expense 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 as a trusts company for the purposes of such court, the said court or any other court or judge having authority to appoint such an officer may, if they think fit, with the consent of the company, appoint such 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 such company to execute any of the offices or perform any of the 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 and decrees of any court from which it shall have accepted any trust, appointment or commission as to such trust, and shall render to such courts 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, in addition to the powers, rights and privileges conferred by this Act, 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 liability of the company to the persons interested in the estate held by the company as executor, trustee, assignee, administrator (administrator de bonis non), curator, receiver, guardian or committee as aforesaid shall be the same as if the said estates had been held by any private person in such capacities respectively, and their power 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 their 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 whatever 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 shall have power to hold such real estate as may be necessary for its business, and further, subject to the laws in force, any real estate of whatever value which, being mortgaged to them, may be acquired by them for the protection of their investments, and may from time to time sell, mortgage, lease or otherwise dispose of the same.
It shall be lawful for the company to transact any loaning business whatever in its corporate name, and to take and hold any mortgages of real or personal estate, any railway or municipal or other bonds of any kind whatsoever, and on the security of which money may be lent, whether the said bonds form a charge on real estate or not, and also to hold such mortgages in its corporate name, and to sell and transfer the same at its pleasure,and in all respects to have and enjoy the same powers and privileges with regard to lending its moneys, rates of interest and transacting of business as a private individual might have and enjoy.
It shall be lawful for the company to lend and advance moneys on mortgages or in the purchase of mortgages on real and personal estate, and the principal moneys so advanced on mortgages, and in the purchase of mortgages, and the interest thereon may be made repayable and be repaid by means of a sinking fund, and it shall be lawful also for the company to provide that the principal sum so lent and advanced may be made repayable and be repaid in instalments or one sum with interest on such principal payable at the same time or in 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 such mortgage.
The company shall have power to amalgamate with or to purchase the business of any other company authorized to transact business of the kind hereinbefore referred to, or any of such business, upon such terms and conditions as may be mutually agreed upon and as shall not impair the recourse or remedy of any creditor of either company, but before such amalgamation or purchase the consent of two-thirds of the votes of the shareholders of the company shall be obtained at a special or general meeting of the shareholders called for that purpose.
The company shall have power,and it is hereby authorized, to invest any moneys forming part of its capital or reserve, or accumulated profits, in such securities, real or 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; provided that nothing in this Act shall authorize the company to engage in the business of banking or insurance. 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 any 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.
The capital stock of the company shall consist of 40,000 shares of $50. each, being $2,000,000.
The affairs of the company shall be administered by a board of not less than seven directors, being severally holders of at least 20 shares of stock upon 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 who, if otherwise qualified, 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 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 board of directors shall have full power in all things to administer the affairs of the company and to make or cause to be made any purchase and any description of contract which the company may by law make, to adopt a common seal, to make from time to time any and all by-laws (not contrary to law or to the votes of the shareholders) regulating the calling in of instalments on stock and payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and the proceeds thereof, the transfer of stock, the declaration and payment of dividends, the appointment, functions, duties and removal of all agents, officers and servants of the company, the security to be given by them to the company, and their remuneration, the time and place for holding the annual and other meetings of the company, the calling of meetings of the company and of the board of directors, the requirements as to proxies, the procedure in all things at such meetings, the site of the chief place of business of the company and of any offices which it may require to have, the imposition and recovery of all penalties and forfeiture admitting of regulation by by-law, and the conduct and management in all other particulars of the affairs of the company, but every such by-law and every repeal, amendment and re-enactment thereof shall have force only until the next annual meeting of the company, unless confirmed at a general meeting of the company, and every copy of any by-law under the seal of the company, and 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.
The company shall prepare and annually transmit to the member of the Executive Council charged with the administration of The Corporations Act a statement in duplicate, verified by the oath of the president, manager or secretary, setting forth the capital stock of the company, the portion thereof paid up, the assets and liabilities of the company, and such other details as the said member may require, and the said statement shall be made up to December 31 in each year.
The company shall not make calls on its shareholders at a greater rate than 5% every three months.
NOTE: This Act replaces S.M. 1910, c. 105.