consent of the Lieutenant-Governor in Council, and then only Governor upon such terms and conditions as he thinks proper. C. S. C., necessary. c. 64, s. 7. Lieutenant 5232. No harbor or river improvement shall be made under Plans to be this section or any property taken therefor, until the proposed approved by plan and extent thereof, and of the works therewith connected, Governor in have been submitted to and approved by the Lieutenant- Council. Governor in Council, but such plan may afterwards be altered and extended with such consent and approval. C. S. C., c. 64, s. 8. SECTION XV. COMPANIES OR CO-OPERATIVE ASSOCIATIONS FOR THE PURPOSE OF CARRYING 1.-Formation of the Company. may associate co-operative 5233. Seven or more persons who may desire to associate Seven or themselves together for the purpose of carrying on any labor, more persons trade or business, whether wholesale or retail, except the work- themselves ing of mines, minerals or quarries, and except also the business together, for of banking and insurance, may make, sign and acknowledge labor, trade, before a notary public or justice or the peace, and file in the &c. office of the registrar of the division or county in which the business of the association is intended to be carried on, together with a duplicate in the office of the Provincial Secretary, a certificate in writing in the form mentioned in the schedule to this section or to the same effect, and thereupon and upon Provincial the filing of the registrar's certificate as in article 5239 men- Secretary to tioned, the Provincial Secretary shall grant his certificate which cate, on comgrant certifishall be conclusive evidence that the association mentioned pliance with this section. therein has been duly registered. upon. Thereupon the members of such association shall become a Incorporabody corporate by the name therein described, having perpetual tion theresuccession and a common seal, with power to hold such lands as are required for the convenient management of their business, General and may, by such corporate name, sue and be sued in all courts powers. of justice in this Province. 29 V., c. 22, s. 1. allowed to 5234. No association shall be registered under a name iden- Identical tical with that by which any other existing association has been names not registered, or so nearly resembling such name as to be likely to different comdeceive the members or the public, and the word "limited" panies. shall be the last word in the name of any association registered under this section. 29 V., c. 22, s. 2. 5235. No member shall be entitled, in any association regis- Each memtered under this section, to hold or claim any interest exceeding ber's share four hundred dollars. 29 V., c. 22, s. 3. limited. Places where be carried on. 5236. Any certificate so to be filed may designate any one business may or more places where the business is to be carried on, but, if in separate divisions or counties, a duplicate must be filed in the registrar's office of each division or county. 29 V., c. 22, s. 4. Every society city to its name. 5237. Every association registered under this section shall to give publi- paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the society is carried on, in a conspicuous position in letters easily legible, and shall have its name engraved in legible characters on its seal, and shall have its name mentioned in legible characters in all notices, advertisements and other official publications of such society, and in all cheques and orders for money or goods, purporting to be signed by or on behalf of such company, and in all bills of parcels, invoices, receipts and letters of credit of the society. 29 V., c. 22, s. 12. Rules to be framed. Rules to be transmitted for approval by the Lieutenant Gover nor, and registered. §2.-By-laws. 5238. Before any association shall commence operations under this section, they shall agree upon and frame a set of rules for its regulation, government and management; and the rules of every association to be formed under this section shall contain provisions respecting the several matters mentioned in the schedule to this section. 29 V., c. 22, s. 5. 5239. Such rules shall, before adoption, be transmitted to the Provincial Secretary for the approval of the LieutenantGovernor, and if such rules be found in conformity with the law and with the provisions of this section and shall be approved by the Lieutenant-Governor, the Provincial Secretary shall give a certificate to that effect in duplicate, and shall forward one to the registrar of the division or county and the other to the secretary of the association; and all rules, when so certified, shall be binding on all the members of the association, in the same manner as if they had been inserted in this section. Upon such rules being so certified and filed, the association &c., to com- shall be held to be completely registered and incorporated. 29 V., c. 22, s. 6. Approval, plete incorporation. Alteration of rules. 5240. After such rules have been so certified, it shall be lawful for such association, by resolutions, at a meeting specially called for that purpose, to alter, amend, or rescind the same, or any of them, or to make new rules. Alterations Two copies of the proposed alterations, or amendments, and of must be ap- such new rules, shall be transmitted to the Provincial Secretary proved before coming into for approval as aforesaid, to one of which shall be attached a deforce, and be claration by the secretary, or one of the officers of such association, registered. that in making the same, the rules of such association respecting the making, altering, amending and rescinding rules, and the directions of this section, in respect thereof, have been duly complied with. alterations If such alterations, amendments and new rules be found in Certificate to conformity with the law, and shall be approved as aforesaid, be given if the Provincial Secretary shall give to the association a similar approved of. certificate to that above mentioned, and forward a copy of such amendments, certified, to the registrar of the division or county, and another to the secretary of the association, which shall thereupon become binding on the several members, and all persons claiming under a member. 29 V., c. 22, s. 7. 5241. The rules of every association registered under this Rules to be section shall bind the association and the members thereof, to the binding on society and same extent as if each member had subscribed his name and the members affixed his seal thereto, and there were in such rules contained thereof. a convenant, on the part of himself, his heirs, executors and administrators, to conform to such rules, subject to the provisions of this section; and all moneys payable by any member to the association, in pursuance of such rules, shall be deemed to be a debt due from such member to the society. 29 V., c. 22, s. 13. § 3.-Shares and Calls. 5242. The capital of the association shall be in shares of Capital. such denomination as shall be mentioned in the rules. 29 V., c. 22, s. 8. shares. 5243. The shares may be payable by instalments not Payment of extending beyond twenty per cent, at such times and in such manner as may be mentioned in the rules; but no member shall be entitled to draw more than his proportion of interest on the paid up portion of his shares, and shares shall not be transferable; but the members may, from time to time, withdraw, Withdrawal upon such terms as may be specified in the rules. 29 V., c. 22, of members. s. 9. §4.-Elections. 5244. All elections shall be by ballot, and each member Elections. shall be entitled to one vote only. 29 V., c. 22, s. 10. 5245. In case it shall happen at any time that an election Provision in of trustees shall not be made on the day designated in the rules case of failure of any elecof the association, when it ought to have been made, the asso- tion. ciation shall not for that reason be dissolved, but it shall be lawful on any other day to hold an election in such manner as shall be provided for in the rules, or at a general meeting of the members, to be specially called for that purpose, due notice being given of such election as in the rules provided; and all acts of trustees, until their successors shall be appointed, shall be valid and binding. 29 V., c. 22, s. 11. 5.-Management. 5246. The business of the association shall be a cash busi- Business to be ness exclusively; no credit shall be either given or taken, and for cash only. Officers to no officer, member or servant of the association, or any number of them together, shall have power to contract any debt whatever in its name, except in respect of rent of the premises required for the business, the salary of clerks and servants, and such like contracts, necessary in the management of the affairs of the association. 29 V., c. 22, s. 14. 5247. Every person appointed to any office touching the give security. receipt, management, expenditure of money, or the receipt of goods, wares or merchandise for the purpose of the association, shall, before entering upon the duties of his office, give such security as shall be deemed sufficient by the trustees, which security shall be varied in amount or renewed from time to time, as the amount of business done or other circumstances shall, in their discretion, require. 29 V., c. 22, s. 15. Officers or persons obtaining improper posses sion of moneys, &c., or misapply ing the same. Proceedings in such case. Penalty. Imprison ment. Proviso. Liability of shareholders limited. 5248. If any officer, member or other person, being or representing himself to be a member of such association, or the heirs, executors, or administrators of a member thereof or any person whatsoever, by false representation or imposition, shall obtain possession of any moneys, securities, books, papers or other effects of such association, or, having the same in his possession, shall withhold or misapply the same, or shall wilfully apply any part of the same to purposes other than those expressed or directed in the rules of such association or any part thereof, it shall be lawful for any justice of the peace, acting in the county or city in which the place of business of such association shall be situated, upon complaint made by any person on behalf of such society, to summon the person against whom such complaint is made to appear at a time and place to be named in such summons; and any two justices of the peace present at the time and place mentioned in such summons shall proceed to hear and determine the said complaint, and, if the complaint be proved against such person, they shall adjudge and order him to deliver up all such money, securities, books, papers or other effects to the association or to repay the amount of money applied improperly, and to pay, if they shall think fit, a further sum of money not exceeding eighty dollars, together with costs not exceeding four dollars. In default of such delivery of effects, or payment of such amount of money, or payment of such penalty and costs aforesaid, the justices of the peace may order the said person so convicted to be imprisoned in the common gaol with or without hard labor for any term not exceeding three months; provided that nothing herein contained shall prevent the said association from proceeding by indictment against the said party. 29 V., c. 22, s. 16. 5249. No shareholder in any such association shall be in any manner liable for or charged with the payment of any debt or demand due by the association beyond the amount of his share or shares subscribed for, and any shareholder having fully paid up the amount of his said share or shares shall be absolved from all further liability. 29 V., c. 22, s. 20. arbitration. 5250. Every dispute between members of any association, Disputes to or any person claiming through or under a member or under the be settled by rules of the association, and the trustees, treasurer or other officer thereof, shall be decided by arbitration in manner directed by the rules of the association and the decision so made shall be binding and conclusive on all parties without appeal. 29 V., c. 22, s. 17. Government. 5251. The trustees shall, once in every year, transmit to the Annual Provincial Secretary a general statement of the funds and effects return to of the association, the number of shareholders therein, and such other information as may be requisite to show clearly the position of the association and the business done during the year, which return shall be verified by the affidavit or declaration of the president and of the manager. 29 V., c. 22, s. 18. § 6.-Miscellaneous. case of diss50 5252. In case of the dissolution of any such association, such Winding up association shall nevertheless be considered as subsisting and be of affairs, in in all respects subject to the provisions of this section, so long lution. and so far as any matters relating to the same remain unsettled, to the intent that such association may do all things necessary to the winding up of the concerns thereof; and it may sue and be sued under the provisions of this section, in respect of all such unsettled matters. 29 V., c. 22, s. 19. SCHEDULE. CERTIFICATE. In accordance with article 5233. PROVINCE OF QUEBEC We (insert name of subscribers not less than seven) do hereby certify that we desire to form a company or association pursuant to the provisions of section fifteenth of chapter third of title eleventh of the Revised Statutes of the Province of Quebec, respecting companies or co-operative associations, for the purpose of carrying on, in common, any trade or business. The corporate name of the company is to be“ (insert the name of the company (limited)"; and the objects for which the association is to be formed are (insert object for which the association is formed). The number of shares is to be unlimited, and the capital is to consist of shares of (insert amount of share) each, or of such other amount as shall from time to time be determined by the rules of the association. |