3. The following article is inserted in the Revised Statutes Art. added after article 5172; after id.,. 5172.

&c.

"5172a. The company, or any director or officer thereof, or Penalty for any receiver, trustee, lessee, agent or person, acting for or em- breach of law and regployed by the company, who, alone or with any other company ulations reor person, shall wilfully do or cause to be done, or shall willingly specting tariff of tolls, suffer to be done any act, matter or thing, contrary to the provisions of the law respecting railways, or to any order, direction, decision or regulation of the Railway Committee made or given under the said law in respect of tolls, or who shall aid or abet therein, or shall wilfully omit or fail to do any act, matter or thing thereby required to be done, or shall cause or willingly suffer or permit any act, matter or thing so directed or required thereby to be done, not to be so done, or shall aid or abet any omission or failure, or shall be guilty of any infraction of any such order, direction, decision or regulation, or any of such provisions of the said law, or shall aid or abet therein, shall for each offence be liable to a penalty of not more than one thousand dollars, nor less than one hundred dollars."

4. This act shall come into force on the day of its sanction. Coming into

force.

CHAP. 33

An Act respecting cooperative syndicates

[Assented to 9th March, 1906]

THEREAS it is advisable to regularize the formation and Preamble. organization of cooperative societies among the labour

ing classes of this Province;

Therefore, His Majesty, with the advice and consent of the Legislative Council and of the Legislative Assembly of Quebec, enacts as follows:

1. Cooperative syndicates for consumption, production Certain synand credit may be formed at any place in the Province under dicates may be formed. this act. The by-laws shall define the limits of the territory within Limits of terwhich the association shall operate and which shall, in no ritory of ascase, exceed the limits of a provincial electoral district.

sociations.

2. Such a syndicate or association shall be of the nature of a Nature of asjoint stock company, the responsibility of its members or sociation. shareholders being limited to the amount of their respective shares.

Name of association.

Who may form.

Object of association.

Certain clubs, &c., may sub

scribe for shares.

Number required to form an association.

Amount of

3. The association shall be designated under such name as its founders may choose, provided mention be also made therein that it is founded under this act, and provided that, on the whole, such name cannot be confounded with that of any other existing association.

4. Such association shall be formed by persons who are capable of contracting and who are domiciled within the limits of the syndicate.

5. The object of the association is to study, protect and defend the economic interests of the labouring classes. For that purpose it may buy for resale to the associates only, such articles as are necessary for the support of life or for the works of their industry; open up credits for them and make loans to them; establish works in common for the associates or allow them to devote themselves to processes of production and selling the products thereof, either collectively or individually.

6. Farmers' clubs and agricultural societies may take shafes in such syndicates with the permission of the Minister of Agriculture. School commissioners, and municipalities of cities, towns, villages, parishes and townships are authorized to take such shares.

7. At least twelve associates are required to constitute a cooperative association under this act.

8. The amount of each share in the association shall be fixed shares how by the by-laws, but shall not be less than one dollar.

fixed.

Capital of 9. The capital of the association may vary; it may be inassociation, creased by successive payments and by the subscribing of new &c. shares by the associates or the admission of new associates, and it may be reduced by the total or partial withdrawal of the amounts contributed; provided, however, that the capital shall never be reduced below the amount established when the association was founded.

Transfer of shares, &c.

Association how constituted.

10. The shares shall be to order, and can only be transferred in accordance with the by-laws of the association.

11. The association shall be constituted by means of a declaration in conformity with the schedule of this act, signed in duplicate by the founders in the presence of two witnesses. Deposit of One of such duplicates shall remain in the archives of the asduplicate declarations, sociation and the other shall be transmitted without delay to the clerk or secretary-treasurer of the municipal council having

jurisdiction in the municipality wherein the head office of the association shall be situated; which clerk or secretary-treasurer shall deliver an authentic copy thereof to any person applying for the same, the whole on payment of his usual fees.

This act shall apply to existing associations, and shall confirm Application their statutes, by-laws, acts and operations since their organiza- of act to existing astion in so far as they are not incompatible therewith, sociations provided their principal administrative body or board of and effect management adopts a resolution to that effect, a copy whereof thereof. shall be deposited as prescribed in this article, and the officers. in office shall continue therein until the expiration of their mandate as provided in the said by-laws, but this provision shall not affect pending cases nor acquired rights.

quent mem

12. A similar declaration shall likewise be signed by any Declaration person subsequently becoming a member of the association; and by subsethe clerk or secretary-treasurer shall be notified of the adhesion bers. of every new member by the filing at the end of each year of the statement hereinafter mentioned.

for certain

13. The active members of the association, in general meet- Power to ing assembled, may pass by-laws to determine the conditions of pass by-law the admission of new active members, the mode of payment purposes. and the amount of the instalments, the system of book-keeping to be followed, and generally all things connected with the internal government of the association. Such by-laws may also establish a class of shareholders, called auxiliary members, and determine all matters concerning them; provided such members shall not have the right to vote or to fill any office in the association.

The by-laws shall prescribe that the person or persons having Security may the handling or custody of the general funds of the association be required shall give a security bond, the nature and amount whereof shall persons. be left to the discretion of the board of management.

from certain

A duplicate of such by-laws and their amendments shall be Deposit of deposited in the office of the clerk or secretary-treasurer of the duplicate of by-laws. municipal council as mentioned above.

The association shall, when thereunto required by the Lieu- Copy sent to tenant-Governor in council, forward a copy of all by-laws Lieutenantadopted in virtue of this act.

Governor in council.

ment.

14. The association shall be managed by a board known as Board of the "board of management, ''composed of at least five members. manageThey shall remain in office during the year immediately fol- Duration in lowing the annual meeting and until the election of their suc- office. cessors; the by-laws of the association may prescribe that one-half or one-third of them shall be replaced every year; they shall be re-eligible.

Board's special duty.

Meetings of board.

Board of

15. 1. The board of management, within the scope of this act and of the by-laws of the association, shall deliberate, transact, compromise and enact upon all things affecting the interests of the association and, in particular, it may:

a. Settle the special conditions of every contract, being careful to see that the interests of the association are fully secured; b. Obtain hypothecary securities for the benefit of the association and give discharges therefor; acquire immoveables by sale with faculty of redemption or otherwise, and sell the same either publicly or by private sale;

c. Represent the association, either as plaintiff or defendant, in any judicial proceeding, appeal from judgments and carry out seizures of moveables or immoveables until fully satisfied.

2. The total amount of the sums borrowed by a syndicate or association shall not, at any time, exceed twice the amount of its special reserve fund mentioned in article 38 of this act and of its paid up and unimpaired capital,

16. The board of management shall select, annually, from among its members, at its first sitting following the annual general meeting, a president, a vice-president, a secretary and a manager. The office of manager may be filled by one of the officers herein mentioned.

The president, vice-president and secretary of the board of management shall, at the same time, be the president, vice-president and secretary of the association.

17. The board of management's special duty shall be:

a. To cause to be deposited in the office of the clerk or secretary-treasurer of the municipal council, wherein the head office of the association is situated, the duplicate of the declaration mentioned in article 11 of this act, as well as the duplicate of the by-laws and of the amendments thereto, and also the names of those who under any title are charged with its management or direction;

b. To supervise the condition of the funds and the book-keeping.

18. The board of management shall meet as often as may be required in the interest of the association, upon being convened by the president, the vice-president, the manager or by two members of the board.

19. In addition to the board of management and outside supervision. the members thereof, the general meeting shall appoint from amongst its members a "board of supervision" of three members. They shall execute their mandate during the year imme

diately following the annual meeting and until the election of their successors; they may be re-elected.

20. The board of supervision shall oversee the board of man- Powers and agement and the committee of credit hereinafter mentioned in duties of all the details of their management. It shall have a right to board of inspect, at any time, all the acts and the keeping of the books and to require the production of the cash on hand.

The members of the board of supervision cannot, either directly or indirectly, borrow from the association or become security for any borrower.

The board of supervision or two of its members may, at any time, convene an extraordinary general meeting of the association.

The proceedings of the board of supervision shall be entered in registers kept and written up by the manager.

supervision.

21. In addition to the board of management and the board Committee of supervision and outside the members thereof, the general of credit. meeting may appoint a committee of credit composed of at least three members. They shall remain in office during the Term of year immediately following the annual meeting and until their office. successors are elected; they may be re-elected.

committee of

The committee of credit shall alone have absolute control of Powers and the loans, whenever such loans are made, saving the recourse duties of authorized by article 28 of this act; the by-laws of the asso- credit. ciation shall determine the conditions under which they shall exercise their mandate. Nevertheless, the members of such committee shall, neither directly or indirectly, borrow from the association, nor become security for any borrower.

22. The services of the members of the board of management, Services graof the board of supervision and of the committee of credit tuitous. shall be gratuitous. The manager may be paid for his services. may be paid. Manager

23. In case of a vacancy in the board of management, in the Vacancies in board of supervision, or in the committee of credit, the remain- boards. ing members of the board of management shall have the right to provide a substitute for the remainder of the term.

24. The general meeting of the association shall be com- Composition posed of all the associates. It shall be constituted whatever may of general be the number of members present. No shareholder can vote meeting, &c. by proxy except the societies or public bodies that hold shares, each of which shall have one vote only. Each shareholder has one vote only, whatever may be the number of his shares.