lend money;

4. Any such Society may lend money at a rate of Society may interest to be lawfully agreed upon, to any person or persons or body corporate, without requiring any of such borrowers to become subscribers to the stock or members of the said Society; Provided, however, that all borrowers Proviso. from any such Society shall be subject to all the rules of such Society in force at the time of their becoming borrowers, but not to any other rules; and provided also that such loan be effected either on the security of shares of the Society or on hypothecary, or on public securities;

and make

2. The Society may purchase hypothecs, debentures of May purchase municipal corporations and school corporations, Domi- hypothecs nion or Provincial stock or securities, and they may re-investments. sell any such securities as to them shall seem advisable, and for that purpose they may execute such assignments or other instruments as may be necessary for carrying the same into effect;

3. The principal money so advanced may be repaid by Sinking fund. means of a sinking fund of not less than two per centum per annum, within such time as the Society shall direct and appoint, and as shall be specified in the deed of hypothec or of transfer;

right of

4. The Society may also make loans to its members Sales with and others on the security of immoveable property sold redemption, to the Society, with right of redemption on such conditions as may be agreed upon.

hold real

acquire such

5. The Society may hold such immoveable property as Society may may be necessary for the transaction of their business, property for not exceeding in yearly value the sum of ten thousand its own use; dollars in all, or, as being hypothecated to them, may be and may acquired by them for the protection of their investments, when hypoand may, from time to time, sell, hypothecate and lease thecated to it. or otherwise dispose of the same; Provided always, that Provio, for it shall be incumbent upon the Society to sell any sale in such immoveable property acquired in satisfaction of any debt within seven years after it shall have fallen to them.

cases.

receive

6. It shall be lawful for any such Society to effect Society may loans of money, and also for the Board of Directors of any deposits and such Society, to issue debentures of such Society for such issue debensums not being less than one hundred dollars, and in tures; such currency as they may deem advisable, and payable in the Dominion of Canada, or elsewhere, not less than one year from the issue thereof, or to assign, transfer, or deposit by way of pledge for the sums so borrowed, any of the securities or property of the Society, and either with or without power of sale or other special provisions as the Directors shall deem expedient; or to hypothecate for such loans, the real estate belonging to the Society; and

the Society may so borrow money, for such periods and at such rates of interest as may be lawfully agreed upon; 2. The debentures of such Society may be in the form debentures. of Schedule A to this Act, or to the like effect. Provided always,-

And pay interest on deposits. Form of

Provisions as to borrowing money by the society.

20 per cent paid up.

Amount of

limited.

1. That the Society shall not borrow money unless at least one hundred thousand dollars of its subscribed capital stock has been paid up;

2. That the Society shall not borrow money unless at least twenty per centum of its subscribed capital stock has been paid up;

3. That the aggregate amount of the sums so borrowed debentures, by the Society, shall not at any time, exceed four times the amount of its paid up and unimpaired capital, or the nominal amount of its subscribed capital, at the option of the Society;

Borrowing to be on permanent stock only.

Liability of

limited.

4. That no Building Society shall have power to issue debentures, unless upon the responsibility of its permanent capital stock, and that no accumulating shares, or shares liable to be withdrawn therefrom, shall authorize any such Society to issue debentures to any amount whatever.

7. No shareholder of any such Society shall be liable shareholders, for or charged with the payment of any debt or demand due by such Society, or held to the payment thereof, beyond the sum not paid up on his shares in the capital of such Society.

Provisions for

of two Societies.

8. It shall be lawful for the Society to unite, am Igamation amalgamate and consolidate its stock, property and business with those of any other society incorporated or chartered to transact a like business, or any building, savings or loan company or society heretofore or hereafter incorporated or chartered, or to purchase and acquire the assets of any such company or society, and to enter into all contracts and agreements therewith necessary to such union, amalgamation, consolidation, purchase or acquisition.

Joint agree

directors of societies

proposing to amalgamate or consolidate

9. The Directors of the Society, and of any other such ment between company or society, may enter into a joint agreement under the seals of each of the said corporations for the union, amalgamation or consolidation of the said corporations, or for the purchase and acquisition, by the Society, of the assets of any other such company or society, prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number and names of the directors and other officers thereof, and who shall be the first

their stock,

&c.

directors and officers thereof, the manner of converting the capital stock of each of the said corporations into that of the new corporation, with such other details as they shall deem necessary to perfect such new organization, and the union, amalgamation and consolidation of their operations, and the after management and working thereof, or the terms and mode of payment for the assets of any other such company or society purchased or acquired by the Society.

submitted to

10. Such agreement shall be submitted to the share- To be holders of each of the said corporations, at a meeting stock holders thereof to be held separately, for the purpose of taking of each the same into consideration. Notice of the time and society for place of such meetings, and the objects thereof, shall be consideration. given by written or printed notices addressed to each shareholder of the said corporations respectively, at his last known post-office address or place of residence, and also by a notice to be published in a newspaper published at the chief place of business of such corporations, once a week, for six successive weeks. At such meetings of Votes on it by ballot. shareholders, such agreement shall be considered, and a vote by ballot taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote, and the said ballots being cast in person or by proxy; and if two-thirds of the votes of all the shareholders of such corporations shall be for the adoption of such agreement, then that fact shall be certified upon the said agreement, by the secretary of each of such corporations, under the corporate seals thereof; and if the said agree- Agreement, ment shall be so adopted at the respective meetings of if adopted, the shareholders of each of the said corporations, the with agreement so adopted and the said certificates thereon Provincial shall be filed in the office of the Secretary of the Province Secretary. of Quebec, and the said agreement shall thenceforth be taken and deemed to be the agreement and act of union, amalgamation and consolidation of the said corporations, or the agreement and deed of purchase and acquisition by the Society, of the assets of such company so selling, as the case may be; and any copy of such agreement so filed, and of the certificates thereon properly certified, shall be evidence of the existence of such new corporation; Provided, nevertheless, that due proof of the Proviso, as foregoing facts shall be laid before the Lieutenant Go- to proof. vernor in Council, and, if deemed expedient by the Lieutenant Governor in Council, letters-patent shall be issued, and notice thereof duly published by the Provincial Secretary in the Quebec Official Gazette, after which the new corporation may transact business.

to be filed

Upon com

pletion of consolidation the new

11. Upon the making and perfecting of the said agreement and act of consolidation, as provided in the next preceding section, the several societies, parties thereto, corporation shall be deemed and taken to be consolidated and to form one corporation by the name in the said agreement provided, with a common seal, and shall possess all the rights, privileges and franchises of each of the corporations thus amalgamated.

to possess rights, powers, &c,

of each of

united

societies.

without

further act or deed.

Proviso.

All property 12. Upon the consummation of such act of consolidaand rights tion as aforesaid, all and singular, the business, property, vested in new corporation moveable and immoveable, and all rights and incidents appurtenant thereto, all liabilities and duties, hypothecs or other securities, subscriptions and other debts, due on whatever account, belonging to such corporations or either of them, shall be taken or deemed to be transferred to and vested in such new corporation without further act or deed; Provided however, that all rights of creditors and liens upon the property of either of such corporations, shall be unimpaired by such consolidation, and all debts, liabilities and duties of either of the said corporations shall thenceforth attach to the new corporation and be enforced against it to the same extent as if the said debts, liabilities and duties had been incurred or been contracted by it; and provided also, that no action or proceeding instituted by or against the said corporations so consolidated, or either of them, shall abate or be affected by such consolidation, but for all the purposes such action or proceeding such corporation may be deemed still to exist; or the new corporation may be substituted in such action or proceeding in the place thereof.

Proviso,

Auditors and directors, their

appointment,

remunera

tion, &c.

How this Act shall be

of

13. The choice and removal of the Auditors of the Society, and the determination as to the remuneration of the Directors and of the Auditors, shall be exercised at general meetings of the Society, and the Auditors shall not necessarily be shareholders; Provided that in case of the death or failure to act of any such Auditor, the Directors may appoint an Auditor in his place; and at all meetings of shareholders of the Society, the shareholders shall have one vote for each share held by them respectively.

14. This Act shall apply as well to societies now interpreted. existing as to societies hereafter incorporated. Liquidation may be resolved

15. Any Building Society may, at any special general meeting, or at any annnal general meeting, by a twoupon at any thirds vote of the members present in person or by proxy

at such meeting, each member being entitled to one general meeting after vote for every share then held by him, adopt a resolution notice. for the liquidation of the Society's affairs; provided that public notice of such meeting, and of the proposal to liquidate to be made thereat, shall have been given at least fifteen days previously in a French newspaper and in an English newspaper in the locality; and provided also that a special notice, containing the same information as the public notice, shall have been sent by post to each member of the Society at least fifteen days before such Its effect. meeting; and from and af er the adoption of such resolution, the Society shall be deemed to be in liquidation.

16. The shareholders shall, at the same meeting, by a Liquidators majority of the votes given, appoint three or five Liqui- may then be appointed, dators, who shall take the place of the Directors then in office, and shall be charged with the duty of liquidating the affairs of the Society; and any Director then in office may be appointed a Liquidator.

Quorum.

17. The Liquidators shall elect one of their number President.to be their President; and the majority of the Liquidators shall form a quorum of the Board of Liquidators; Decision of and every question shall be decided by the majority of the votes of the Liquidators present at the meeting of the Board; and the President shall have a casting vote.

questions.

duties of

18. The Liquidators shall have all the powers con- Powers and ferred, and be subject to all the obligations towards the liquidators. shareholders, imposed by law and by the by-laws of the Society upon the Directors. Nevertheless the Society Proviso. shall not transact any business except such as may be requisite for the purpose of accomplishing the liquidadation; and the Liquidators shall proceed with diligence to realize all the assets of the Society, without any unnecessary sacrifice; and to that end they may dispose, Realizing either by private sale or by auction, of the moveable and assets, dispos immoveable property of the Society, including the debts ing of claims due to it, and they may compound and compromise with the Society's debtors, and do whatever they may deem to be advisable in order to effect the liquidation of the affairs of the Society on the most advantageous terms.

&c.

amounts

19. After paying the Society's debts, the Liquidators Division of shall divide from time to time, and at such times as they realized from shall decide themselves, by way of dividend, what they sale of assets. have realized from the assets. This division shall be made proportionally to the amount paid in by each share- How made holder; but no shareholder in arrear, on the payment participate of his calls, shall be entitled to participate in the division, in, &c.

and who to