Decisions of general meetings. Annual 25. The decisions of the general meeting shall be given by the majority of votes; in case the votes shall be equally divided the president shall have a casting vote. 26. The general meeting shall de jure meet each year, within general meet the thirty days following the close of the fiscal term, to take cogings. nizance of the annual report for the previous terin and to consider generally the business of the association. Such meeting shall be convened in the manner prescribed by the by-laws. How convened. First meet ize associa tion. The first meeting held for the organization of a newly formed ing to organ- association and for the election of officers and the passing of bylaws may be held at any time. The notice calling the meeting shall be given by the person designated by the majority of those who have signed the declaration constituting the association call meeting. and mentioned in article 11 of this act. The officers elected at Term of such meeting shall remain in office during the current term and, office of persons elected. in all cases, until the election of their successors. Who may Appointment of boards by general. meeting. Powers of general meeting. Appointment of liquidators. Extraordi nary meet vocation thereof. How convened. 27. The general meeting shall appoint, from among the associates, the members of the board of management, of the board of supervision and of the committee of credit. 28. It shall decide upon questions of interest to the association, its dissolution or the amendment of the by-laws. It shall reverse or approve the decisions of the board of management, or of the committee on credit, as the case may be, whenever there shall be an appeal therefrom for that purpose by two associates; provided that the contracts entered into with third parties be not affected. Amendments to the by-laws can only be validly voted by three-fourths of the associates present at a meeting specially adjourned for that purpose to a future date. The dissolution cannot be decided upon if at least ten members object thereto. 29. The meeting which decides upon the dissolution shall appoint one or three liquidators by a mere majority vote. 30. In addition to the annual general meeting, extraordinary meetings may be held and convened in the same manner, at any ings and con- time, either upon the decision of the board of management, of two members of the board of supervision or upon the requisition. of one-tenth of the associates. The secretary, in every such Convocation case, shall convene the association by public notice, as menby president, tioned in article 26 of this act. The president himself or the vice-president may also convene the meeting. &c. What to be considered. At such extraordinary meeting, no subjects shall be considered except those specially announced in the notice. 31. General meetings, either annual or extraordinary, as Meetings well as meetings of the board of management, of the board of may be held on holidays. supervision and of the committee of credit, may be validly held on holidays. 32. The by-laws of the association shall determine upon the Keeping of manner of keeping accounts to be followed in the management accounts. of the business and shall define the manager's powers and duties. 33. The accounts shall be kept by the manager according to Who keeps the said by-laws, under the control of the board of management, accounts. The accounts of the association shall be closed every year at Closing of the end of the fiscal term. accounts. counts. 34. Upon the closing of the fiscal term and during the first Report upon fortnight thereafter, a report of the situation shall be prepared closing of acin duplicate by the manager, duly attested, and a duplicate thereof shall be deposited in the office of the clerk or secretarytreasurer of the municipality. 35. Such report shall contain: Contents of a. The list of the associates at the close of the previous fiscal report. term; b. A separate and distinct list of the members admitted and withdrawn during the last fiscal term; c. A summary statement of the assets and liabilities of the association; d. A statement of the operations of the year, with an indication of the profits and losses; e. All other information required for the purpose by the bylaws of the association. 38. The accuracy of such report shall be attested by the man- Attestation ager on oath taken before a justice of the peace. of report. 37. The general meeting, taking the report as a basis, deter- Determinamines the amount of the profits which it shall allot. tion of 38. The association may, by its by-laws, order the creation, Reserve fund out of a portion of its yearly profits, of one or more funds under how created. such names as it may select, which funds shall constitute its own special property or reserved and may be wholly or partially divided among the associates or auxiliary members only in case of dissolution. The By-laws shall prescribe the amount and the manner of forming such funds, their object, management, the proportion of the yearly profits to be set apart for Copy of documents may be obtained from secretarytreasurer of municipalities. Seals not to be affixed to association property at instance of associates, &c. Withdrawal their accumulation and the amount they must respectively attain. 39. Any person, whether a member of the association or not, may obtain from the clerk or secretary-treasurer of the municipality, on paying him the requisite fees, a copy of all documents concerning a cooperative association, which may be in the possession of the said clerk or secretary-treasurer. 40. The associates cannot under any pretext apply for the affixing of seals upon the books and property of the association, nor demand the division or licitation of its property or reserve fund, nor interfere in any manner with the management. They shall, for the exercise of their rights, be bound by the decisions of the general meeting. 41. Any member may withdraw from the association by of members. giving a notice or a mere letter to that effect to the secretary or manager of the association. Dismissal of members. Minutes of meeting, &c. Effect of withdrawal or dismissal. Payment of sons who withdraw, &c. 42. The board of management may dismiss any member who has not carried out his engagements with the association. It may also dismiss from the association any member who has been convicted of a criminal offence, who refuses to comply with the provisions of the by-laws, whose private life shall be a source of scandal, or who shall become insolvent or bankrupt or shall be interdicted. The minutes of the meeting of the board of management respecting the dismissal of any associate shall set forth the facts giving rise to such dismissal, and a true copy shall be addressed to the dismissed associate within two days by registered letter. 43. No associate who has withdrawn or been dismissed can demand the liquidation of the association. The amounts entered on the current account of associates, sum due per- who have withdrawn or been dismissed, shall be paid to them as soon as the funds realized by the association, not absorbed by the association's debts then exigible, are paid in. The payments shall be made in the order of the withdrawal or dismissal, without prejudice to the provisions of article 9 of this act as to the minimum figure of the capital, and provided also that the association has not been put in liquidation by dissolution or otherwise during the three months immediately preceding the withdrawal or dismissal of such shareholder. Heirs, &c., of 44. In case of the death, insolvency, bankruptcy or interdiccertain mem- tion of an associate, his heirs, creditors or representatives shall cover share. recover his share in the manner determined by article 41 of bers to re this act; provided always that the capital cannot be reduced under the amount of the original capital as declared in article 9 of this act. 45. All extracts from the minutes shall be signed by the Signing of president or the vice-president or by the secretary or manager, minutes, &c. All contracts, promissory notes, cheques, drafts or documents binding the association shall be signed by the person or Id. of conpersons designated by the by-laws. tracts, &c. 46. In all deeds, bills of parcels, advertisements, publications Mention to and other printed or written documents issued by a syndicate, be made in deeds, &c. mention must always be made legibly and in full that such association exists under this act. 47. Associations regularly organized under this act may freely Union of asssciations. agree to unite in a joint action to protect their common interests. members of 48. The members entrusted with the management or direc- Liability of tion of the association shall be personally liable for the wrongs board for done by the violation of this act. wrongs, &c. 49. Articles 5233 to 5252, inclusively, of the Revised Stat- R.S., 5233 to utes, and the act 2 Edward VII, chapter 33, are repealed. 5252, and 2 Ed. VII, c. Cooperative associations and agricultural syndicates consti- 33, repealed. tuted under the provisions of the repealed laws, shall in future Existing asbe regulated by the provisions of this act. sociations, &c. 50. This act may be cited as the "Quebec Syndicates' Act, Name of act. 1906." 51. This act shall come into force on the day of its sanction. Coming into SCHEDULE QUEBEC SYNDICATES' ACT, 1906 The undersigned declare that they become members of a cooperative association with limited liability, under the name Syndicate, with its head office at of The force. in the county of and that they subscribe the num ber of shares respectively indicated opposite their names. Dated at this , 19. Number of Witnesses. Name. Surname. Occupation. Residence. shares of $.... R. S., 5279, amended. Secretary member of board. CHAP. 34 An Act to amend articles 5279 and 5284 of the Revised Statutes [Assented to 9th March, 1906] IS MAJESTY, with the advice and consent of the Legislative Council and of the Legislative Assembly of Quebec, enacts as follows: 1. Article 5279 of the Revised Statutes is amended by adding thereto the following clause: "The secretary of the company is ex officio a member of the board of directors which appoints him, and he as such, as well as the other directors, remain in office until the following Removal of annual meeting; they may, however, in the interval be redirector, &c., moved and replaced at a general meeting of the members, |