Appointment 5. At the general meeting, a liquidator or liquidators shall be appointed for the purpose of winding up the affairs of the Company and of distributing its assets; and thereupon the board of directors shall cease to exist. of liquidators. Vacancy in office of liquidators. 6. If any vacancy occurs in the office of liquidator by death, resignation or otherwise, the Company may, in general meeting, fill up such vacancy; and such general meeting may be convened by the continuing liquidator or liquidators, or by any shareholder. The Company may also, in general meeting convened by any three shareholders, on notice mentioning that the removal liquidato:s. of the liquidators or of any liquidator will be proposed, remove such liquidator or liquidators, and appoint another or others in his or their place. Removal of Appointment of liquidators 7. In default, at any time, of the shareholders appointby the Court ing or replacing a liquidator or liquidators, any Judge of the Superior Court in the district where the company has its chief office or principal place of business may, on application of a shareholder, after a default of fifteen days, appoint a liquidator or liquidators. Registration the resolu i ng up. The Judge may also, on due cause shown, remove any liquidator; and he may, after a default of fifteen days, on the part of the shareholders to do so, appoint another. S. Notice of the resolution passed by the shareholders of notice of for the winding up and dissolution of the Company, shall tionfor wind- be registered forthwith in the office of the Prothonotary of the Superior Court for the district, and in the Registry Office for the Registration Division, in which the Company has its chief office or principal place of business; and notice thereof shall also be given to the Provincial Secretary, and be published by him in the "Quebec Official Gazette." Duties of liquidators and their powers generally. 9. The liquidator or liquidators shall take into his or their custody, and under his or their control, all the assets of the company, and shall have power, subject however, to such limitations as may be determined by the resolution of the shareholders for the dissolution of the company, to do the following things 1. To bring or defend any action, or other judicial proceeding in the name and on behalf of the company; 2. To carry on the business of the company, so far as may be necessary for the beneficial winding up of the same, and to collect all moneys due to it; 3. To sell the moveable and immoveable property of the company, by public auction or private contract, and either in block or in parcels; provided that, at a general meeting of the shareholders, the majority shall have given their consent to a sale in block; 4. To execute, in the name and on behalf of the company, all deeds, acquittances, receipts and other documents; 5. To draw, accept, make or endorse bills of exchange or promissary notes, in the name and on behalf of the company; and to raise upon the security of the assets of the company, from time to time, any requisite sums of money; and, 6 To do and execute all such other acts and things as may be necessary for winding up the affairs of the company and distributing its assets, including the power to compromise, at discretion, all claims and rights appertaining to the company. When several 10. When several liquidators are appointed, their pow- liquidators ers may be validly exercised by the majority of them. are appoint ed. debts, &c. 11. The liquidator or liquidators shall first pay the Payment of debts of the company, and the costs, charges and expenses of winding it up, and shall afterwards distribute the balance of the proceeds of the assets among the shareholders, according to their rights and interest in the company. sums due. 12. The liquidator or liquidators shall recover and col- Collection of lect unpaid calls, in full or proportionately as the case may require, from shareholders in default, should he or they deem it necessary; but in case of the non-collection in whole or in part of such unpaid calls, the shareholders in default shall only rank in the distribution when those who have paid more, shall have been ranked for the excess so paid by them. tion of 13. The shareholders shall determine the remunera- Remuneration of the liquidator or liquidators; and also whether or liquidators. not he or they shall give security for his or their administration, specifying when security is to be given and the amount thereof. lasts over a year. 14. In the event of the winding up continuing for If winding up more than one year, the liquidator or liquidators shall call a general meeting of the shareholders, at the end of the first year, and at the end of each succeeding year, or as soon thereafter as may be convenient; and he or they shall lay before such meetings an account, showing his or their acts and dealings, and the manner in which the operations for the winding up have been conducted during the preceding year. Statement 15. As soon as the affairs of the Company are fully after winding wound up, the liquidator or liquidators shall make up an up. Duties of liquidato:s. account showing the cash on hand at the date on which the Company was placed in liquidation, the property of the Company disposed of, the amounts realized, the sums paid, and generally the manner in which such winding up has been conducted, and shall attest the same before a justice of the peace; and thereupon, he or they shall call a general meeting of the Company for the purpose of laying such account before the shareholders, and of having the same confirmed. Notice to Notice of dissolution by Prov. Sec. 16. The liquidator or liquidators shall make a return to the Provincial Secretary of such meeting having been held, and also of such meeting having confirmed the account showing the manner in which the winding up has been conducted. The Provincial Secretary shall cause such return to be registered in the registers of the Province; and forthwith on the registration thereof, the Company shall be dissolved. 66 17. The Provincial Secretary shall, without delay, publish a notice of the dissolution of the Company in the Quebec Official Gazette;" and the liquidator or liquidators shall also forthwith register a notice of the dissolution, in the office of the Prothonotary of the Registration Superior Court for the district, and in the registry office for the registration division, in which the Company had its chief office or principal place of business. of notice of dissolution. Deposit with of debts and dividends unclaimed 18. Within thirty days after the date of the dissolution Prov Treas of the Company, the liquidator or liquidators shall deposit with the Treasurer of the Province, the amount of all debts and of all dividends which may then be and unpaid. unclaimed and unpaid, with a statement thereof attested before a justice of the peace; and the money so deposited, shall be treated as a deposit under the act respecting judicial and other deposits, (35 Vict., Chap. 5,) and when claimed shall be paid over to the person or persons entitled thereto. Deposit of books of accounts, &c. 19. Within the same period of thirty days, the liquidator or liquidators shall deposit the books, accounts and documents of the Company, and also the sworn account submitted to the shareholders and confirmed by them, showing the manner in which the winding up has been conducted, and a duplicate of the sworn statement of the moneys deposited with the Treasurer of the Province, in the office of the prothonotary of the Superior Court for the district in which the Company had its chief office or principal place of business. 20. If the liquidator or liquidators neglect to deposit Neglect to deposit. the moneys with the Treasurer of the Province, or to deposit the books, accounts and documents as provided in sections 18 and 19, he or they severally, shall be liable to a penalty not exceeding ten dollars for every day during which he or they are in default. accounts. 21. Liquidators shall be bound to render their accounts Rendering of and to pay over the moneys for which they are accountable, under the same obligations and penalties as a curator to the property of a dissolved corporation under the civil code and the code of civil procedure. 22. Articles 368, 372 and 373 of the Civil Code, are Arts 368, 372 modified in the particulars contained in this act. modified. 23. This act shall have force and effect from the day Act in force. of its sanction. CAP. XXXII. An act establishing further provisions relative to Building Societies in the Province of Quebec, and providing for the liquidation of their affairs. [Assented to 31st October, 1879.] HER MAJESTY, by and with the advice and consent of the Legislature of Quebec, enacts as follows: 1. It shall be the duty of the Directors of every Build- Dividends, Not to impair ing Society in the Province of Quebec, to declare and pay capital. half-yearly dividends to the permanent shareholders, of such part of the profits of the Society as they shall deem expedient; but no dividend or bonus shall be declared or paid out of the capital stock of the Society, nor shall any dividend exceeding eight per cent. per annum be Rate, limited, paid until the Society has a reserve fund equal to at least twenty per cent. on the paid up permanent capital stock,-all bad and doubtful debts having, previous to the calculation of such reserve fund, been first deducted. 2. The capital stock of the Society may be increased Increase of from time to time, by resolution of the directors, who may capital stock. impose such restrictions and conditions respecting the subscription of such new permanent or temporary shares as they may deem expedient,-such resolution, however, to be approved by the shareholders at a general meeting, called for the purpose, and to remain inoperative until so approved. Powers of Directors. &c. Calls. 3. The Directors of the Society shall exercise all the powers, privileges and authority which are vested in them by this Act and any other Act regulating such Society, subject to the rules and by-laws of such Society; they shall be subject to and be governed by such rules, regulations and provisions as are herein contained with respect thereto and by the by-laws of such Society; and the Directors may lawfully exercise all the powers of such Society, except as to such matters as are directed by law to be transacted at a general meeting of such Society. Affixing seals, The Directors may affix, or may caused to be affixed, the seal of such Society to any document or paper which in their judgment may require the same; they may make and enforce the calls upon the shares of the respective shareholders; they may declare the forfeiture of all shares on which such calls are not paid; they may make any payments and advances of money they may deem expedient which are or shall at any time be authorized to be made by or on behalf of such Society; and enter into all contracts for the execution of the purposes of such Administer Society, and for the transaction of its affairs; they may ing property generally deal with, treat, sell and dispose of the lands, property and effects of such Society, in such manner as they shall deem most advantageous for it; repurchase its own shares, and even effect the payment thereof in whole or in part, by means of immoveables to it belonging, and re-issue, sell, or cancel the shares so repurchased, as it may deem fit; and they may do and authorize, assent to or adopt, all acts required for the due exercise of any further powers which may hereafter be at any time granted to such Society by the Legislature of Quebec ; Payments and advances Contr:cts: Further powers. By-laws. Proviso. shares may be suspended. 2. The Directors of any such Society may, from time to time, alter, amend, repeal or create any regulation, rule and by-law for the working of any such Society, and for the investment and application of its funds; but such action of the Directors shall not have a binding force until confirmed at a general meeting of the shareholders of such Society upon a vote of two-thirds of the capital stock represented at such meeting,-notice being given of the proposed by-laws or of changes in the notice calling such a meeting. Conversion of 3. The Directors may also, by by-law, when they deem it expedient to do so, either suspend for a limited time or until further notice, the right of converting accumulated temporary shares into permanent shares, or may permit such conversion, or make it compulsory upon all the shareholders, on such conditions as they may determine; Provided always, that such by-law shall not have force and effect until it has been confirmed in the manner herein before provided. Proviso. |