Εικόνες σελίδας
PDF
Ηλεκτρ. έκδοση

XVI. LIMITATIONS:

An action for the recovery of real property must be commenced within twenty years; judgments and contracts contained in conveyances of real estate, within ten years; other contracts, obligations and liabilities, express or implied, within six years.

XVII. MARRIED WOMEN:

A married woman may own in her own right real and personal property, acquired by descent, gift or purchase, and manage, sell, convey and devise the same to the same extent and in the same manner as if he was unmarried. Contracts may be made by a married woman and liabilities incurred, and the same enforced by or against her to the same extent and in the same manner as if unmarried. Neither husband nor wife has any interest in the property of the other. Neither husband nor wife, as such, is answerable for the acts of the other. The earnings of the wife are not liable for the debts of the husband, and the earnings and accumulations of the wife, and of her minor children, living with her, or in her custody, while she is living separate from her husband, are the separate property of the wife. The separate property of the husband is not liable for the debts of the wife, contracted before or after marriage. A wife's separate property is not liable for debts contracted for the support of herself, her children, or the family as her husband's agent. A married woman may buy and sell goods, give notes or other obligations, and sue and be sued, the same as if unmarried. Women attain their majority at eighteen.

XVIII. MORTGAGES:

Chattel mortgages must be in writing, and executed by the mortgagor signing the same in the presence of two persons, who must sign the same as witnesses. No other formality is required to entitle the mortgage to be filed. Such mortgage is void as against creditors of the mortgagor and subsequent purchasers or incumbrancers of the property in good faith and for value, unless it is filed by depositing the original or an authenticated copy thereof in the office of the register of deeds of the county where the property mortgaged is situated, and it ceases to be valid as against creditors and subsequent incumbrancers in good faith after the expiration of three years from the filing thereof, unless within ninety days next preceding the expiration of such term it is renewed, in which proceeding a copy thereof and a statement of the existing debt is filed in the same office where the original mortgage is filed. A chattel mortgage on merchandise does not cover future acquisitions without a special proviso to that effect. Such a proviso is valid. A chattel mortgage on personal property not yet acquired or not in existence is valid, and attaches as soon as the property is acquired, or comes into existence, but a mortgage on future crops is only valid as to the crop next maturing after the delivery of the mortgage. Chattel mortgages containing a power of sale are foreclosed during the life of the mortgagor by advertisement, and may be foreclosed by action. A mortgage of real property can be created, renewed or extended only by writing, with the formalities required in the case of a grant of real estate. The wife need not join, only in mortgage of homestead. Mortgages containing power of sale may be foreclosed by advertisement without the intervention of the court, and the premises sold at public auction to satisfy the mortgage debt. Mortgages may be foreclosed by action and a judgment obtained in the same action against the mortgagor for the mortgage debt, and execution issued for any deficiency in the debt and costs arising on the sale of the mortgaged premises. A recorded mortgage may be discharged by an entry acknowledging its satisfaction in the margin of the record thereof, signed by the mortgagee, or his personal representative, or assignee, in the presence of the register of deeds, or upon the record by a certificate duly executed, acknowledged or proved, and certified and recorded, same as the mortgage.

XIX. NOTES AND BILLS:

No days of grace are allowed on any negotiable instrument. Notes containing an agreement to pay the current rate of exchange on a place other than where payable are negotiable. Notes containing an agreement for attorney's fee are not negotiable. Judgment notes are not allowed.

XX. SUITS:

In any action by or against a corporation, the complaint must aver that the plaintiff or defendant, as the case may be, is a corporation; if incorporated under any law in this State, that fact must be averred. If not, it is sufficient to state that it is a foreign corporation, and the plaintiff need not prove the existence of the corporation unless the answer is verified, and contains a positive allegation that the plaintiff or the defendant, as the case may be, is not a corporation. Whenever a judgment is obtained against a domestic corporation, and an execution issued thereon is returned, unsatisfied in whole or in part, the creditor or his legal representative may maintain an action to procure a judgment sequestrating the property of the corporation, and providing for a distribution thereof.

Suits are commenced by service of summons on defendant personally or by publication, requiring him to answer within thirty days after such service.

Service of summons may be made by publication upon filing a verified complaint in the action with the clerk of the court in which it is pending, and an affidavit stating the place of defendant's residence, if known; if not, stating that fact, and further stating: That defendant is not a resident of the State; or is a foreign corporation, joint stock company or association, and has no agent or person in this State upon whom service can be made, and that personal service cannot be made on such defendant within this State; which affidavit in such case must be accompanied by the return of the sheriff stating that he is unable to make personal service thereof upon such defendant. The affidavit must also state: 1. That the defendant has property within the State or debts due him from residents of the State; or, 2, is a resident of the State, and has departed therefrom with intent to defraud his creditors, or to avoid the service of summons, or keeps himself secreted therein with like intent; 3, that the relief sought in the action consists wholly or partly in excluding the defendant from any interest in or lien upon specific real or personal property within this State, or in enforcing, regulating, defining or limiting such interest or lien in favor of either party to the action, or otherwise, affecting the title to such property; or, 4, that the action is for divorce, or for a decree annulling a marriage: or, 5, that the defendant in any of the cases just mentioned is unknown to the plaintiff.

Service by publication is made by publishing the summons six times, once in each week for six successive weeks, in a newspaper published in the county where the action is pending. A copy of the summons and complaint must, within ten days after the first publication of the summons, be deposited in some post office in this State, postage prepaid, and directed to the defendant, to be served at his place of residence, unless the affidavit for publication states that the residence of the defendant is unknown. Personal service outside the State is equivalent to publication and mailing. Service is complete by publication upon the expiration of thirty-six days after the first publication of summons, and in case of personal service of the summons and complaint upon the defendant outside of the State, upon the expiration of fifteen days after the date of such service, and unless the defendant answers, judgment may be taken after the expiration of thirty days after such service. In all actions, except for divorce, the defendant may be allowed to defend after judgment within one year after notice of judgment, and within seven years after its rendition.

XXI. TAXES:

All taxable property must be listed and assessed each year at its actual cash value at the place of listing on the first day of April. The taxes on real property and personal property become due and payable on the first day of December, and delinquent on the first day of June following. A discount of one per cent is allowed on all sums paid on taxes within fifteen days after the same become due, and one-half of one per cent on all sums paid within thirty days after the same shall become due. Thirty days after taxes become delinquent, there is added a penalty of three per cent, and such taxes thereafter draw interest at the rate of one per cent per month. All real estate is sold for non-payment of taxes on the first Monday of October each year. Redemption from tax sale may be made within two years, with fifteen per cent interest. Taxes are a perpetual lien upon real estate after they become due. A tax deed is conclusive evidence of the regularity of all the proceedings from the valuation of the land by the assessor up to the execution of the deed. The sale of land for taxes is not invalid on account of such lands having been listed or charged on the duplication in any other name than that of the rightful owner. All taxes as between vendor and purchaser become a lien upon real property on and after the first day of December in each year.

XXII. WILLS:

or

Every person over the age of eighteen years, of sound mind, may by last will dispose of all his estate, real and personal. An holographic will is one entirely written, dated and signed by the hand of the testator himself. It is subject to no other form, and may be made in out of this State, and need not be witnessed. Every will other than a nuncupative will must be in writing. The words "writing" and "written" synonyme "printing" and "printed," except in the case of signatures.

Every will other than an holographic will and a nuncupative will, must be subscribed at the end thereof by the testator himself, or some person in his presence and by his direction must subscribe his name thereto, in the presence of the attesting witnesses: or be acknowledged by the testator to them to have been made by him or by his authority; the testator must, at the time of subscribing or acknowledging the same, declare to the attesting wit nesses that the instrument is his will: and there must be two attesting witnesses, each of whom must sign his name as a witness at the end of the will, at the testator's request and in his presence.

A will of real or personal property, or both, or a revocation thereof, made out of this State, by a person not having his domicile in this State, is as valid, when executed according to the law of the place in which the same was made, or in which the testator was at the time domiciled, as if it were made in this State, and according to the provisions of the law of this State. No provision is made for the proof of wills made out of this State different from those made within. Wills are recorded in the office of the county judge.

A foreign will may be admitted to probate upon the production of a copy of the same and the probate thereof duly authenticated, with a petition for letters; and ancillary letters may thereupon be issued by the executor, or any other person interested in the will, to the county judge, and the same proceedings must be had for the settlement of the estate, as in the probate of a domestic will. If after making a will the testator marries, and the wife survives him, the will is revoked, unless provision has been made for her by marriage contract, or in the will, or it is apparent therefrom that it was not his intention to make provision for her.

CORPORATIONS.

Corporations can only be formed under the General Incorporation Act.

I. ORGANIZATION:

Private corporations may be formed for any purpose for which individuals may lawfully associate themselves by the voluntary association of three or more persons. The articles must contain: 1. The name of the corporation. 2. The purpose for which it is formed. 3. The place where Its principal business is to be transacted. 4. The term for which it is to exist. 5. The number of its directors or trustees, and the names and residences of those who are to serve until their successors are elected and qualified. 6. If there is a capital stock, its amount and the number of shares into which it is divided.

Corporations may renew their existence for a term of years not exceeding the limit provided by law. There are special provisions for the creation and control of railroad, wagon road, insurance, bridge, agricultural fair, religious and charitable corporations and associations. II. POWERS:

Corporations for profit have succession by their corporate name for the period limited, not exceeding twenty years, and may purchase, hold, transfer and convey such real and personal property as the legitimate purposes of the corporation may require, not exceeding in any case any amount limited by law; and may enter into any obligations or contracts essential to the transacting of their ordinary affairs, or for the purposes of the corporation. No corporation can exercise any corporate powers, except such as are expressly given by law, or such as are necessary to the exercise of the powers enumerated or given; and the corporate powers, business, and property of all corporations must be exercised, conducted and controlled by a board of not less than three, nor more than eleven directors; and directors for corporations for profit must be stockholders.

III CAPITAL STOCK:

Corporations for profit must issue certificates of stock, which must, when fully paid up, be endorsed, "fully paid up" and when not fully paid, the secretary must endorse on the certificate the amount paid, and any officer of the corporation who issues stock in violation of these provisions, or has knowledge of such issuance, and does not dissent therefrom in writing, is liable to the creditors of the corporation, and purchasers in good faith of such stock, for all damages they may sustain thereby.

Certificates of stock may be transferred by endorsement and delivery, but such transfer is not valid except between the parties thereto, until the same is entered upon the books of the corporation, so as to show the names of the parties by whom, and to whom transferred, the number and designation of the shares, and date of transfer.

No corporation can issue any stock or bonds, except for money, labor done, or property estimated at its true money value actually received by it; and no note or obligation, whether secured or unsecured, can be considered as payment of any part of the capital stock. Capital stock issued in excess of the limit provided by the articles of incorporation is void. Stock of a corporation may be increased or diminished by a vote of two-thirds of the entire number of capital stockholders at a meeting called for that purpose.

IV. LIABILITY OF STOCKHOLDERS:

Each stockholder of the corporation is individually and personally liable for the debts of the corporation to the extent of the amount that is unpaid upon the stock held by him, and any creditors may institute joint or several actions against any or all of the stockholders of a corporation whose shares have not been fully paid up, and in such actions the court must ascertain the amount that

is unpaid upon the stock held by each of such stockholders and for which he is liable, and render a several judgment against each therefor. The liability of each stockholder is determined by the amount unpaid upon the shares of stock owned by him at the time such action is commenced, and such liability is not released by any subsequent transfer of the stock.

V. DIVIDENDS:

The directors of corporations cannot make dividends except from the surplus profits arising from the business of the corporation; they cannot divide, withdraw or pay to the stockholders any part of the capital stock, nor create debts beyond the subscribed capital stock, nor reduce or increase the capital stock, except as specially provided by law. This limitation as to indebtedness does not apply to policy risks of insurance companies on which no loss has occurred; nor to notes, bonds, or debentures of any loan or trust company organized under the law, when the payment of such notes, bonds or debentures shall be secured by the actual transfer of real estate, by trust deed or mortgage, for the payment thereof, which real estate so transferred must be of twice the par value of such notes, bonds or debentures; nor does the limitation apply to any loan or trust company's guarantee of payment after transfer, of any notes, bonds or debentures when the same is secured by trust deed or mortgage as above stated. For the violation of these provisions, with reference to dividends, etc., the directors are jointly and severally personally liable, in the event of the dissolution of the corporation, to the full amount of the capital stock so divided, withdrawn, paid out or reduced, or debt contracted, unless they cause their dissent to be entered on the minutes of the directors at the time; or were not present. Dividends belong to the party in whose name the stock stands upon the books of the corporation on the day the dividends become payable.

[blocks in formation]

Bonds may be issued by a vote in favor thereof of twothirds of the entire capital stock of the corporation at a meeting called for that purpose, and a certificate of compliance with the requirements of the law must be signed by the chairman and secretary of the meeting, and a majority of the directors, showing the amount of bonds to be issued, the amount of stock represented, and the vote thereon, which certificate must be filed in the office of the Secretary of State, and there recorded. The violation of any provision of law with reference to issuing bonds renders every director, officer and stockholder of the corporation, who had knowledge of such violation and did not cause his dissent therefrom to be entered at large upon the journal of the corporation, jointly and severally liable for the debt created by the issuance of such bonds.

VII.

DISSOLUTION UNDER SUIT:

An action may be commenced to dissolve a corporation: 1. When it has remained insolvent for at least one year. 2. When it has neglected or refused for at least one year to pay and discharge its notes or other evidences of debt. 3. When it has suspended its ordinary and lawful business for at least one year. 4. If it has banking powers, or powers to make insurance, when it becomes insolvent, or is unable to pay its debts, or shall neglect to pay its notes or evidences of debt on demand. This action must be brought by the State, unless a creditor or stockholder of the corporation submits to the Attorney-General a written statement of the facts showing grounds for such action, verified by oath; and if the Attorney-General omits for thirty days thereafter to commence such action, the creditor, upon leave of court, duly obtained, may maintain such action.

The directors and other officers or stockholders of a corporation, liable to the creditor upon unpaid stock, may be made parties to such action, and if the property is insufficient to discharge the debts of the corporation, the court shall proceed to compel each stockholder to pay in the amount due and remaining unpaid upon his shares of stock, and if the debts of the corporation remain still unpaid, the court must proceed to ascertain the respective liabilities of the directors or officers or stockholders and adjudge the amount payable by each, and enforce judgment as in other cases.

Domestic corporations may be voluntarily dissolved after all claims against them are paid by complying with the provisions of the statute for that purpose. VIII. FOREIGN CORPORATIONS:

No foreign corporation, association or joint stock company, except an insurance company, can transact any business within this State; execute, hold or dispose of property, real or personal, within this State, until such corporation has filed in the office of the Secretary of State a duly authenticated copy of its charter or articles of incorporation, and a power of attorney appointing the Secretary of State and his successors its true and lawful attorney, upon whom all process in any action or proceeding against it may be served, agreeing therein that any process which may be served upon its said attorney shall be of the same force and effect as if served upon it

[blocks in formation]

The discoverer of a lode shall within sixty days from the date of discovery record his claim in the office of the register of deeds of the county in which such lode is situated, by a location certificate, which shall contain the name of the claim, the name of the locator, the date of location, the number of feet in length claimed on each side of the discovery shaft, the number of feet in width claimed on each side of the vein or lode, and the general course of the lode as near as may be. Certificates not containing these facts shall be void.

Before filing the location certificate, the discoverer must locate his claim by first sinking a discovery shaft thereon sufficient to show a well-defined mineral vein or lode; by posting at the point of discovery on the surface a plain sign or notice containing the name of the claim, the name of the locator, the date of discovery, the number of feet claimed in length on either side of the discovery, and the number of feet in width claimed on each side of the lode; and by marking the surface boundaries of the same with eight substantial posts, plainly marked with the name of. and the corner, end or side of the claim that they respectively represent, sunk in the ground, one at

the corner, one at the center of each side line, and one at each end of the claim.

The discoverer has sixty days from the time of the discovery of a lode in which to sink a discovery shaft. The owner of the land may demand security from the miner, and if it is refused, may enjoin him from work until the security is given. The amount of work done annually is that prescribed by the laws of the United States. The certificate can contain but one location.

III. MINING LIENS:

Miners and other persons furnishing any labor or any kind of material for timbering shafts or levels for a mine have a lien upon the mine to secure the payment of the same. Such persons must furnish to the owner of the mine an attested copy of their claim, and thereupon such owner or his agent shall retain out of the first subsequent payments to such contractor the amount so due for such work and labor or materials furnished. The owner must furnish the contractor a copy of the account, and if the contractor fails or refuses to dispute the claim, or, if disputing, fails to have it adjusted, he is deemed to have assented to it, and the amount which may be due from any contractor to his creditor entitled to a lien may be recovered from such owner by the creditor of such contractor to the extent in value of any balance due by the owner to his contractor under the contract with him at the time of the notice first given as aforesaid, or subsequently, according to such contract or under the same. Any person claiming a lien shall make his account in writing, verify it by his oath, and file it within six days from the date of the last item of the same in the office of the clerk of the District Court, filing at the same time a correct description of the property to be charged with the lien, and the same is for one year from the furnishing of the last item of the account a lien upon the property charged in the description. If the work was done, or materials furnished, under a written contract, a copy of the same must be filed with the account. Such lien may be foreclosed by action in the District Court. When paid, it must be satisfied, and if not so satisfied within six days, the owner forfeits to the person aggrieved double the damages which may have been sustained by his failure to so satisfy the lien.

[blocks in formation]

lands if registered. Executions expire in two years, but may be renewed.

X. EXEMPTIONS:

Exemptions from seizure as to debts contracted after the seventh day of September, 1894, include clothing and furniture to the value of five hundred dollars; food for six months; six cows, two oxen, one horse, or three horses, six sheep, three pigs, fifty fowls, and food for same for the winter months; harness, wagon, mower, two plows, horse rake, sewing machine, and reaper or binder; books of a professional man; tools and implements, and seed grain for eighty acres.

XI. HOMESTEAD:

Homesteads of one hundred and sixty acres and town lots and residences to the value of one thousand five hundred dollars are exempt from seizure under execution so long as the holders continue in residence.

XII. INTEREST:

The legal rate of interest is six per cent. There are no usury laws.

XIII. JUDGMENTS:

All civil actions are brought in the Supreme Court. Judgment is given by default of appearance in from ten to twenty days. Actions may be brought in the Territories on foreign judgments on exemplification thereof under seal of the foreign court.

XIV. LIMITATIONS:

Actions on simple contracts, six years; contracts under seal, twenty years; judgments, six years, but may be revived; suits for the recovery of land, twenty years. XV. LIENS:

The laws are practically the same as in Manitoba, subject to the jurisdiction of the Supreme Court. XVI MARRIED WOMEN:

The real and personal estate of a married woman is exempt from her husband's debts. The profits and proceeds of a business carried on by her separately from her husband, may be held and disposed of by her as a femme sole; and she may convey to or receive a conveyance from her husband without a trustee. She has no dower in her husband's estate; nor has the husband any right as tenant by courtesy.

XVII. MORTGAGES:

Mortgages of real estate cannot be registered without production of a duplicate certificate of ownership.

Chattel mortgages may be taken upon a debtor's effects to secure a debt or loan, at any rate of interest, if made in good faith, and do not prefer, defeat, nor delay secured or execution creditors. The priority of such takes effect from the date of registration, which must be done within thirty days from the date of execution. Mortgage expires after two years unless renewed.

XVIII. NOTES AND BILLS:

Three days' grace are allowed. Any rate of interest may be fixed; if no rate is fixed, six per cent is allowed after maturity. Notes must be protested when due and notice given.

XIX. TAXES:

Land may be sold for two years' and upwards arrears of taxes, but may be redeemed within one year of sale on payment of taxes, cost of sale, twenty per cent penalty, and all subsequent taxes due up to time of redemption. XX. WAGES:

The Masters and Servants Ordinance of 1895 regulates hiring contracts, provides punishment for servants guilty of drunkenness or neglect of duty, and gives summary powers to magistrates in cases of non-payment of wages in certain cases. The ordinance legalizes contracts made outside the Territories for labor to be performed in the Territories.

XXI. WILLS:

The law of England is in operation in the Territories in regard to wills.

CORPORATIONS.

I. ORGANIZATION:

All companies with local objects, save those relating to railways, banking, insurance, irrigation, and objects relating to more than one province of the Dominion (which require a Dominion charter or a special act of the Federal Parliament at Ottawa) may be incorporated by the Lieutenant-Governor-in-Council by letters patent. From the date of the letters patent, the persons therein named and their successors shall be a body corporate and politic by the name therein mentioned, and the powers therein mentioned shall be exercised, subject to the provisions of the British North America Act.

Charter of incorporation may be granted by the Lieutenant-Governor to any number of persons, not less than

three, for any of the purposes or objects to which the "Companies Ordinance, Revised Ordinances of the NorthWest Territories," extends: The applicants must advertise by notice published at least once in the official Gazette of the Territories, and in three consecutive weekly issues of any newspaper published at or nearest the place which is to be the chief place of business of the company, their intention to apply for the same; which notice must contain also: 1. The proposed corporate name of the company. 2. The object of the incorporation. 3. The place which is to be its chief place of business. 4. The proposed amount of its capital stock. 5. The number of shares and amount of each share. 6. Names in full, and address and calling of each applicant, with special mention of the names of not less than three nor more than nine of their number who are to be the first directors of the company, the majority of whom shall be residents of Canada. Within two months after the last publication of such notice the applicants may petition the Lieutenant-Governor for the issue of such letters patent. The petition shall set forth: 1. The facts contained in the notice. 2. The amount of stock taken by each applicant and the amount paid in thereupon, as also the manner in which the same has been paid in, and is held for the company. The aggregate of the stock so taken shall be at least the one-half of the total amount of the proposed capital stock of the company, and the aggregate paid in on the stock so taken shall be at least ten per cent, and shall be paid in to the credit of the company or trustees therefor, and shall be standing at such credit in some chartered bank in Canada, unless the object of the company is one requiring that it should own real estate, in which case such aggregate may be taken as paid in if it is bona fide invested in real estate suitable to such object, which is held by trustees for the company and is of the required value, over and above all incumbrances thereon.

II. POWERS:

Every company incorporated under this ordinance may acquire, hold, sell and convey any real estate requisite for the carrying on of the undertakings of such company, and shall forthwith become and be invested with all property and rights, real and personal, theretofore held by or for it under any trust created with a view to its incorporation, and with all the powers, privileges and immunities requisite or incidental to the carrying on of its undertaking, as if it was incorporated by a special ordinance, embodying the provisions hereof and of the letters patent. III. CAPITAL STOCK:

The stock of the company shall be personal estate, and shall be transferable in such manner and subject to all such conditions and restrictions as are prescribed by the ordinance, or by the letters patent or by-laws of the company. If the letters patent or supplementary letters patent make no other definite provision, the stock of the company or any increased amount thereof, so far as it is not allotted thereby, shall be allotted at such times and in such manner as the directors prescribe by by-law. Every share in the company shall, subject to the provisions of the ordinance, be deemed to have been issued and to be held subject to the payment of the whole amount thereof in cash, unless the same has been otherwise agreed upon or determined by a contract duly made in writing and filed with the Lieutenant-Governor, at or before the issue of such shares.

IV. DIRECTORS:

The affairs of the company shall be managed by a board of not more than nine, and not less than three directors. The persons named as such in the letters patent, shall be the directors of the company, until replaced by others duly appointed in their stead. No person shall be elected or appointed as a director thereafter unless he is a shareholder, owning stock absolutely in his own right and to the amount required by the by-laws of the company, and is not in arrears in respect of any call thereon; and at all times the majority of the directors of the company shall be persons resident in Canada.

Directors of the company shall be elected by the shareholders, in general meeting of the company assembled, in some place within the Territories, at such time, in such manner and for such term not exceeding two years, as the letters patent, or in default thereof, as the by-laws of the company prescribe.

The directors of the company may administer the affairs of the company in all things, and make or cause to be made for the company, any description of contract which the company may by law enter into; and may from time to time make by-laws not contrary to law or to the letters patent of the company, or to this ordinance, for the following purposes: 1. The regulation of the allotment of stock, the making of calls thereon, 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. 2. The declaration and payment of dividends. 3. The number of directors, their term of service, the amount of their stock qualifications and their remuneration, if any. 4. 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. 5. The time and place for the holding of the annual meetings of the company, the calling of meetings, regular and special, of the board of directors of the company; the quorum; the requirements as to proxies, and the procedure in all things at such meetings. 6. The imposition and recovery of all penalties and forfeitures, which admit of regulation by by-law. 7. The conduct in all other particulars of the affairs of the company. And the directors may, from time to time, repeal, amend or re-enact the same.

The directors may, when authorized by a by-law for that purpose, passed and approved of by the votes of shareholders representing at least two-thirds in value of the subscribed stock of the company represented at a special general meeting duly called for considering the by-law: borrow money upon the credit of the company; and issue bonds, debentures or other securities for any sums borrowed at such prices as are deemed necessary or expedient, but no debentures shall be for a less sum than one hundred dollars; and hypothecate or pledge the real or personal property of the company to secure any sums borrowed by the company; but the amount borrowed shall not at any time be greater than seventy-five per cent of the actual paid-up stock of the company: the limitation made by this section, however, not applying to_commercial paper discounted by the company.

The directors may call in all subscribed stock in such manner as the letters patent or by-laws of the company may require or allow. Interest at six per cent is added to unpaid calls from the date fixed for payment. The company may enforce payment of calls by action in any competent court, or the directors may summarily forfeit any shares for non-payment, and the same shall thereupon become the property of the company. Shares shall not be transferable until all unpaid calls are fully paid or until declared forfeited, and no shareholder in default for non-payment of calls shall be entitled to vote at any meeting of the company.

V. LIABILITIES:

Each shareholder, until the whole amount of his stock is fully paid up, shall be individually liable to the creditors of the company, but shall not be liable as such for any act, default or liability whatsoever of the company or for any claim, engagement, payment or other matter or thing relating to or connected with the company beyond the unpaid amount of his respective shares in the com

[blocks in formation]

All contracts, agreements, engagements or bargains made and every bill of exchange or promissory note drawn, accepted or indorsed on behalf of the company by any agent, officer or servant in accordance with his powers under the by-laws of the company, or otherwise, shall be binding upon the company, and in no case shall it be necessary to affix the seal of the company.

VIII. BOOKS AND RECORDS:

Every company, under pain of forfeiture of corporate rights, must keep books showing: 1. The names alphabetically arranged of all persons who are or have been shareholders. 2. The address and calling of every such person while such shareholder. 3. The number of shares of stock held by each shareholder. 4. The amount paid in and remaining unpaid respectively on the stock of each shareholder. 5. The names, addresses and calling of all persons who are or have been directors of the company, with the several dates at which each became or ceased to be such director. 6. A book called the register of transfers shall be provided, and in such book shall be entered the particulars of every transfer of shares in the capital of the company.

IX. FOREIGN CORPORATIONS:

Cannot do business in the Territories without filing an authenticated copy of the charter of incorporation in the office of the Lieutenant-Governor and paying the same fees as a newly-formed company.

X. INCORPORATION FEES:

These range from twenty dollars to fifty dollars for companies with a capital under one hundred thousand dollars, increasing by a fee of fifty dollars for each additional one hundred thousand dollars capital to a maximum fee of two hundred dollars, exclusive of all costs for advertising and law charges.

[blocks in formation]

mortgage or otherwise in furtherance of any trust they may assume in connection with any enterprise or undertaking in Nova Scotia, and may have power to convey and transfer the same.

II. ASSIGNMENTS:

Preferential as well as general assignments for the benefit of creditors are good and valid when not tainted with fraud.

III. ATTACHMENTS:

The property of an absent or absconding debtor may be attached on the creditor or plaintiff, or his agent. making an affidavit setting forth the cause of action, the amount due and the absence of the defendant.

IV. CLAIMS AGAINST ESTATES:

Such claims may be filed with the executor or administrator with an affidavit verifying the claim.

V. COURTS:

The Provincial courts are the Supreme Court of Nova Scotia, having unlimited jurisdiction in torts, and jurisdiction in matters of contract where the claim is eighty dollars or upward; and the County Court, having jurisdiction of claims from twenty dollars to four hundred dollars. Sums below twenty dollars are recoverable in the Magistrates' Court.

VI. DEEDS:

Deeds affecting lands should be registered in the office of the registrar of deeds for the county where the lands are situate. Such deeds must be proved on the oath of a subscribing witness to the execution thereof. Deeds may be proved out of the Province by oath before a judge of a court of record, the mayor of any city, or a notary public. Only one witness is required. Unless deeds are registered they shall be void against any subsequent purchaser or encumbrancer who has no actual notice of the deed.

VII. DEPOSITIONS:

In any action, the court or judge, upon sufficient grounds shown by affidavit, may order a commission to issue to take evidence outside of the province.

VIII. EXECUTIONS:

Executions may issue under judgment against real or personal property, and if unexecuted shall remain in force for one year from issue, but may be renewed at any

« ΠροηγούμενηΣυνέχεια »