An Act for the Settlement of the Affairs of the Bank of Upper Canada

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31 Victoria, c. 17
An Act for the Settlement of the Affairs of the Bank of Upper Canada
Source: Early Canada Online


Contents[edit]

An Act for the Settlement of the Affairs of the Bank of Upper Canada.

Preamble.
Deed of assignment of 12th Nov. 1866, recited, etc.
1. Deed of assignment confirmed.
2. Trustees incorporated : corporate powers.
3. How the assignment may be registered.
4. Trustees how appointed.
Proviso.
5. Special Provisions added to the deed.
1. Continuing business.
2. Executing deeds, &c.
3. General powers.
4. Balance sheets and statements.
5. Declaring dividends.
6. Dividing any remainder.
7. Meetings of trustees.
8. Half-yearly statement.
9. Signing deeds, notes, &c.
10. Remuneration of trustees.
11. General meeting of shareholders.
12. Voting at meetings.
13. Filling vacancies among trustees.
14. Creditors over $10,000 or shareholders of 200 shares may apply to chancery, &c., respecting matters connected with the management of the estate, &c.
15. Trustees may apply to chancery for directions.
16. Liability of shareholders not affected.

Schedule A.

Schedule B.




31 Victoria, c. 17 (Canada)


An Act for the Settlement of the Affairs of the Bank of Upper Canada


[Assented to 21st December, 1867.]


Preamble.
WHEREAS the Bank of Upper Canada did, on the eighteenth day of September, in the year of our Lord one thousand eight hundred and sixty-six
Deed of assignment of 12th Nov. 1866, recited, etc.
suspend the payment of its notes in specie, and did thereupon and within sixty days thereafter, and while its charter and powers were in full force, under the corporate seal of the said bank, make the deed of assignment of the estate, property and effects of the said bank in the Schedule to this Act set forth, bearing date the Twelfth day of November, in the year of Our Lord one thousand eight hundred and sixty-six, to Thomas C. Street, Robert Cassels, Peter Paterson, Hugh C. Barwick and Peleg Howland, the trustees in the said deed named ; and whereas, at a special meeting of the shareholders of the said bank duly convened, according to the charter of the said bank, and while the said charser was in full force, and within sixty days aster the said suspension of specie payment, the said share- holders of the said bank did confirm the said deed ; And whereas, since the execution of the said deed, the said Robert Cassels, one of the trustees therein named, has resigned his said trust, and the said remaining trustees have, under the powers on them conferred by the said deed, duly nominated and appointed William Alexander, of the city of Toronto, in the Province of Ontario, Esquire, to be a trustee in the place and stead of the said Robert Cassels, and the said William Alexander has accepted the said trust and entered upon the duties thereof; And whereas the said trustees have by their petition requested that the said deed should be confirmed, and the said trustees incorporated under the name of " The Trustees of the Bank of Upper Canada," and it is desirable that the prayer of the said petition should be granted : Therefore, Her Majesty by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows :
Deed of assignment confirmed
1. The said deed of assignment of the Twelfth day of November, in the year of our Lord one thousand eight hundred and sixty-six, in the schedule to this Act set forth, marked A, shall he and the same is hereby confirmed and declared to be valid from the day of the date thereof.
Trustees incorporated : corporate powers
2. The said trustees and their successors, named and appointed in the manner of the said deed and in this Act mentioned, shall be a body corporate under the name of " The Trustees of the Bank of Upper Canada," and by and under such name shall have, hold, and possess all the properties, estate and effects, real and personal, of the said Bank of Upper Canada, and shall in their corporate capacity, have, hold and exercise all the powers and authorities conferred by the said deed on the trustees therein mentioned, and also all the powers and authorities conferred on them by this Act.
How the assignment may be registered
3. It is not and shall not be necessary that the said deed shall be registered in full in any county, city or other Registry office, either as to the real or personal estate of the said Bank of Upper Canada, conveyed by the said deed or mentioned in the schedule attached thereto, but the same shall he valid and effectual to all intents and purposes without such registry, and the registry of so much of the said deed as is contained in the form in Schedule B, hereto annexed, shall be a sufficient registry thereof in any county, city or place in which any of the real estate of the said Bank of Upper Canada, vested in the said Trustees by the said Deed, or by this Act, is situate.
Trustees how appointed
4. The trustees to carry out the said deed of assignment shall be nominated as follows : one thereof by the shareholders of the said bank, at their first meeting under this Act, and the other two of the said trustees shall be appointed to represent the interests of the creditors of the said bank by the Governor in Council ;
Proviso
provided always, that until such nominations and appointments, the trustees named in the said deed shall continue to act and shall have all the powers and authorities conferred by the said deed and this Act.
Special Provisions added to the deed
5. The following special provisions shall be added to the provisions in the said deed, and wherever any added provision conflicts with a provision in the original deed, effect shall be given to the added provision :
Continuing business
(1) The trustees shall have power to carry on or continue so much of the operations of the bank as may he necessary for the beneficial winding up of the same ;
Executing deeds, &c
(2) To execute on behalf of the bank and in their name as trustees all deeds, receipts and other documents they may think necessary ;
General powers
(3) To do or execute in the name of the bank or otherwise all such other things as may he necessary for the winding up the affairs of the bank and distributing its assets ;
Balance sheets and statements
(4) The trustees shall make up a balance sheet and statement of the affairs of the trust at least. once in every three months until the estate is wound up, and such statement shall be published at least once on the expiration of every three months in one of the daily newspapers published at the cities of Kingston, Montreal and Toronto respectively ;
Declaring dividends
(5) The trustees shall, from time to time, and at the earliest times possible, declare and pay dividends to the creditors of the said bank rateably and in proportion to their respective claims, and shall, upon demand, in exchange for other vouchers, issue certificates bearing interest at the rate of six per cent per annum, of the amount due to any creditor, but no dividend shall be declared or paid until the same shall be sanctioned by the Governor in Council ;
Dividing any remainder
(6) The trustees shall, after payment in full of the claims of creditors, pay, divide or apportion (as the case may be) any of the remaining assets of the said bank or residue of the said trust estate, unto and amongst the shareholders of the said bank according to the amount of shares held by them respectively, and any of such assets may be sold or valued and apportioned specifically ;
Meetings of trustees
(7) The trustees shall meet at least once in every two weeks, and at any time any two of them, upon six days notice to the other, may convene and hold any special meeting ;
Half-yearly statement
(8) The trustees shall semi-annually, on the first Wednesday in the months of May and November in each year, at a general meeting of the creditors and shareholders to be held at noon, at the office of the trustees of the said bank in the city of Toronto, submit a full statement of the affairs and position of the said trust estate ;
Signing deeds, notes, &c
(9) All deeds, bills, notes, cheques, certificates, vouchers or other documents necessary to he executed or given by the Trustees shall he signed by at least two of the said Trustees ;
Remuneration of trustees
(10) The Trustees shall be entitled to receive for their own remuneration the sum of four thousand dollars per annum, which shall be divided among them, as they or a majority of them shall determine ;
General meeting of shareholders
(11) Immediately upon the passing of this Act, the Trustees shall call a general meeting of the shareholders, to take place within sixty days thereafter at the City of Toronto, by public notice in the Canada Gazette, and in some newspaper published in Quebec, Montreal, Kingston and Toronto, at which meeting the majority of the shareholders of the said Bank present either in person or by proxy, shall elect a Trustee to represent the Shareholders of the said Bank ;
Voting at meetings
(12) At all meetings of the shareholders of the said Bank, each shareholder shall be entitled to one vote for every share of stock standing in his name on the books of the said Bank ;
Filling vacancies among trustees
(13) In case of any vacancy in the number of the Trustees at any time arising by death, resignation, or any cause, when such vacancy shall occur with respect to any Trustee appointed by the shareholders of the said Bank, the remaining or surviving Trustee or Trustees shall thereupon appoint any competent person to fill such vacancy until at the next meeting of the shareholders of the said Bank a majority of the shareholders present in person or by proxy shall appoint the Trustee to fill such vacancy, and when such vacancy shall occur with respect to the Trustees or either of them appointed by the Governor in Council, then the Governor in Council shall fill up such vacancy ;
Creditors over $10,000 or shareholders of 200 shares may apply to chancery, &c., respecting matters connected with the management of the estate, &c
(14) Any creditor over the sum of ten thousand dollars or any number of creditors whose claims jointly exceed the sum of ten thousand dollars, or any stockholder holding shares to the number of two hundred at least, or any number of stockholders holding shares to the number of two hundred, may from time to time apply in a summary manner to the Court of Chancery or a Judge thereof in Chambers, upon notice to the trustees, in respect of any matter or thing connected with the management of the said trust, or in the disposition of the proceeds of the said trust estate, or in respect of any matter or things connected therewith, and obtain the order and direction of the Court or Judge thereupon, and such order may be enforced in the same manner as the decrees or orders of the said Court, and any such order may, amongst other things, require the said trustees to submit statements and accounts of the said trust estate and the management thereof, and may direct the removal of any one or more of the said trustees and the appointment of new trustees, and may generally be to the purport or effect, which in the discretion of the said Court or Judge shall seem meet ;
Trustees may apply to chancery for directions
(15) The trustees may, from time to time, apply to the Court of Chancery, or a Judge thereof in Chambers, in a summary way, and obtain its direction on any matter connected with the management of the said trust, or the disposition of the proceeds of the said trust estate, or in respect of any other matter or thing connected therewith, and such order shall be an effectual protection and authority to the said trustees against any personal liability or further responsibility ; But, upon such application, the said Court or Judge may require that one or more of the creditors and one or more of the shareholders, or one or more of either class, shall be present on behalf of their respective interests.
Liability of shareholders not affected
(16) Nothing in this Act contained, shall in any wise affect or vary the liability of any shareholder in the said Bank to any creditor thereof, or the rights or remedies of any such creditor against any shareholder, nor shall the rights or remedies of the Crown against the said Bank or the estate vested in the said Trustees, or against any shareholder of the said Bank or the priority of the Crown in any respect whatever be by this Act in any manner affected, impaired, diminished or varied.



This work is in the public domain worldwide because it was prepared or published by or under the direction or control of the Canadian Government or any government department prior to 1964
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Section 12 of the Canadian Copyright Act provides a reservation for Crown rights or privileges. Lack of modern case law on the subject makes it unclear whether perpetual prerogative rights over these documents still apply, or whether these rights have lapsed. Notwithstanding, these documents are reproducible under the terms of the Reproduction of Federal Law Order
 



Schedule A[edit]

This Indenture, made the twelfth day of November, in the year of Our Lord, one thousand eight hundred and sixty-six, in pursuance of the Act to facilitate the Conveyance of Real Property, between the Bank of Upper Canada of the first part, and Thomas C. Street, of Niagara Falls, in the County of Welland, Esquire, Robert Cassels, of the City of Toronto, Esquire, Peter Paterson, of the same place, Esquire, Hugh C. Barwick, of the Town of St. Catherines, Esquire, and Peleg Howland, of the said City of Toronto, Esquire, of the second part, and the other persons whose names and seals are hereunto signed and set, being creditors of the said the Bank of Upper Canada, of the third part.

Whereas, the said parties of the first part being unable at present to meet their circulation and deposits as well as their other indebteness, in specie, although possessed of assets more than sufficient to pay all their liabilities, if properly managed and applied, and being desirous of dealing equitably and fairly with all their creditors and having their effects properly appropriated in the liquidation of their debts, have proposed to execute an assignment of all their estate real and personal to the said parties of the second part, in trust for the benefit of their creditors in manner hereinafter expressed.

Now this Indenture witnesseth, that in consideration of the premises and of the sum of five shillings of lawful money of Canada, to them in hand paid by the said parties of the second part, at or before the sealing and delivery hereof (the receipt whereof is hereby by them acknowledged), they, the said parties of the first part, have granted, bargained, sold, assigned, transferred, released, conveyed, and set over, and by these presents do grant, bargain, sell, assign, transfer, release, convey, and set over unto the said parties of the second part, their heirs, executors, administrators and assigns, according to the respective natures thereof, and the estate and interest of the said parties of the first part therein, all and singular, the lands, tenements, hereditaments and premises set forth and comprised and more particularly mentioned in the Schedule hereunto annexed, marked A, which said Schedule is hereby declared to be and is made part and parcel of these presents ; and also all and singular, the goods, chattels, office, furniture and other effects mentioned, specified or referred to in the Schedule hereunto annexed marked B ; and also all books of account, book debts, bonds, bills, notes, Government debentures, coupons, moneys, mortgages, credits, judgments, policies of insurance—life and fire, and securities for money of what kind or nature soever mentioned or referred to in the schedule hereunto annexed, marked C, which said several Schedules are hereby declared to be and are part and parcel of these presents ; and also, all other the real and personal estate, effects, books, books of account, debts, bonds, mortgages, bills, promissory notes, specialties, securities for money, and personal property of what kind or nature soever now belonging, due, or owing to the said parties of the first part, and all reversions, remainders, yearly and other rents, issues, and profits to such lands and premises belonging or in any manner appertaining thereto and all the right, title, interest, estate, possession, property, claim and demand whatsoever, at law and in equity, of them the said parties of the first part, of, in, to, out of, or upon the said lands, goods, effects or property respectively hereby assigned or intended so to be, together with all deeds, books, writings, bills, notes, receipts, papers and vouchers touching the same or any part thereof.

To have and to hold, receive, take and enjoy the said lands, goods and chattels, moneys, credits, debentures, bonds, mortgages, bills, specialties and securities for money, and all and singular other the premises hereinbefore assigned, or intended so to be, according to the respective natures thereof, and the estate and interest of the said parties of the first part therein unto the said parties of the second part, their heirs, executors, administrators and assigns absolutely and for ever, as far as the said parties of the first part may or can grant or assign the same.

Subject nevertheless to the charges, incumbrances and equities (if any) now existing thereupon, or upon any part thereof or in any manner affecting the same, and upon the trusts and for the intent and purposes hereinafter expressed and declared of and concerning the same, that is to say :

Upon trust, and it is hereby agreed and declared that the said Trustees, their heirs, executors, or administrators, shall and do forthwith, as soon as conveniently may he, receive, collect and get in all credits and sums of money due and owing to the said parties of the first part, or to become due and owing to them.

And upon the further trust to sell the said goods, chattels, lands, tenements and hereditaments hereby assigned and conveyed, or intended so to be, or any part thereof, as to the said Trustees, their heirs, executors or administrators in their discretion shall seem best, and either together or in parcels, and either by public auction or otherwise, and upon the terms and conditions either for cash or upon credit, and in such manner as they shall think best, and to exchange any of the lands hereby conveyed, or intended so to be, for other lands of equal value which in the judgment of the said parties of the second part are more saleable or more likely to be realized at an early date.

And it is hereby agreed that it shall and may be lawful for the said Trustees to sell and dispose of any mortgage or other securities which they may receive for or on account of the said Trust hereby created for such prices as to them may seem reasonable, either at public auction or by private contract as they may deem most for the interests of the parties to these presents, and the said Trustees shall not be responsible for any loss which may arise from such sale.

And it is hereby declared and agreed that the said Trustees, their executors and administrators shall and do stand and be possessed of all moneys to arise from the sale of or be produced from all and any property, debts, securities and effects hereby assigned or intended so to be, after paying the expenses incidental thereto, and to the execution of these presents, and of the trusts hereby created, upon and for the trusts, intents and purposes following, that is to say : In trust in the first place to pay all charges and expenses of what kind or nature soever incident thereto or in any manner attendant upon the execution of these presents and in and about the conducting and carrying into effect the trusts thereof; And in the next place to pay all salaries, allowances and wages herein authorized to clerks, agents and other persons employed in winding up the said estate to the best advantage ; And in the next place to retain the sum of seven thousand dollars year by year, and every year during the said Trust as and for a remuneration for the loss of time, care, diligence and attendance of the said parties of the second part in and about the execution of these trusts, to be divided among them in such manner and in such proportions as they themselves shall determine ; And in the next place to apply such proceeds to pay and satisfy all the creditors of the said parties of the first part, rateably and without priority or preference, as far as the same will or may extend : And lastly, should any surplus remain, after payment of the creditors as aforesaid, to pay over the same to and among the shareholders of the said the Bank of Upper Canada rateably and in proportion to the amount of stock holden by them respectively and standing to their credit in the Bank of the said parties of the first part.

Provided always, and it is hereby declared and agreed, that it shall and may be lawful for the said Trustees, their executors or administrators to employ such person or persons as they may deem advisable or necessary in winding up the estate of the said parties of the first part, and in the execution of the trusts of these presents, and to pay him or them for his or their services such reasonable salary or wages as the said Trustees, their executors or administrators, may seem fair and right.

Provided always, and it is hereby further declared and agreed, that the said Trustees, their heirs, executors or administrators shall not be answerable or responsible for any loss, damage or diminution which shall or may happen to the said Trust Estate by reason of any matter or thing whatsoever, unless the same shall happen by or through the wilful neglect, or misconduct, or default of the said Trustees, their executors or administrators ; And further, that each of the said Trustees shall only he held liable for his own acts and not for those of the other of them or his representatives ; And for the better enabling the parties of the second part to execute the trusts in them by these presents reposed, the said parties of the first part do hereby nominate, constitute, and appoint, the said parties of the second part, and their executors and administrators, their true and lawful attorneys for them and in their name or otherwise, to do, perform and execute, take and prosecute all such acts, matters and things, suits, actions and proceedings, both at law and equity, as the said attorneys shall think fit or deem expedient for the purposes of the trusts of these presents, and in and about the execution thereof, the said parties of the first part hereby ratifying and confirming, and agreeing to ratify and confirm, all and whatsoever the said parties of the second part shall or may lawfully do or cause to be done in and about the premises by virtue hereof.

And it is hereby further declared and agreed, that it shall and may be lawful for the said parties of the second part to refer or submit any claims or demands, suit, action or dispute about the said estate, to or against the said parties of the first part, to arbitration or umpirage in such manner or upon such terms as to them shall or may seem reasonable or just ; Also to compound any claim which the said parties of the second part shall or may have against any person or persons whomsoever, in the execution of the trusts of these presents, or on account of the estate and effects hereby assigned or intended so to be, and to accept a smaller sum in money, property or otherwise, in satisfaction or discharge of the whole, if they in their discretion shall deem it advisable or expedient so to do, and to compromise any claim against the said parties of the first part, or the said parties of the second part, on account of the trusts arising out of these presents or any of them, and to pay, satisfy and discharge any such claim, though the evidence therein or thereof shall or may not be strictly legal or sufficient in a Court of Law or Equity to establish such claim or demand, if the said parties of the second part shall in their discretion think it just or advisable so to do :

And also, to pay out of the said Trust Estate any costs or expenses which shall or may be incurred by them in prosecuting or defending any action or proceeding, in reference any matter or thing in any manner connected with the trusts of these presents, or in anywise relating thereto, no matter what may be the result of such action or proceeding, any rule of law or equity to the contrary thereof notwithstanding.

Provided always, that if at any time during the continuance of the trusts created by these presents, the parties of the second part, or any of them shall die or remove out of the Province of Canada, or be desirous of being discharged from the same, it shall and may be lawful for the remaining Trustee or Trustees to nominate and appoint one or more person or persons in the place and stead of such Trustee or Trustees so dying, removing from the Province or becoming desirous of being relieved therefrom, and all necessary deeds, assignments, and documents shall be forthwith executed, to vest the remaining Trust Essate in such new Trustee or Trustees, in conjunction with the original or remaining Trustee or Trustees.

And further, that it shall be the duty of the said Trustees to accept and take in payment and liquidation of any debt due to the said estate, the bank notes or bills of the said parties of the first part, and the deposit receipts or cheques of depositors having funds to meet the same with the said parties of the first part at the date of these presents, and they shall and may in their discretion take and receive partial payments on the bills and notes outstanding against any party or parties, and renew the same, from time to time, according to any agreement made with the said parties when the said debt was contracted, or the said bills or notes were given or negotiated, and deal with the same as may in their judgment be best for the interest of the creditors of the said parties of the first part.

And also, on the sale or disposal of any of the lands, tenements and hereditaments hereby assigned or intended so to be, to accept and receive the said bills and notes and deposit receipts in payment for the same.

And further, that all current moneys received by the said Trustees, for and on account of the said Trust Estate, shall be day by day (as far as it is practicable) deposited in one or more of the Chartered Institutions of this Province, and no amount shall be withdrawn therefrom except upon the cheque of at least two of the said Trustees ; And also, that at the expiration of six months from the date of these presents, the said parties of the second part shall make up a balance sheet of the affairs of the said Trust, and cause the same to be published for one week in at least two of the daily newspapers of the Province, and continue such balance sheet and publication thereof at the expiration of each successive six months, until the said Trust Estate shall be wound up and settled.

And further, at the earliest possible period, the said parties of the second part shall declare a dividend upon the said estate, and apportion the same among the creditors of the said parties of the first part, rateably and in proportion to their respective claims, and shall from time to time, at as short dates as the interest of the said estate will permit, declare further and other

dividends, as the assets of the said estate may be realized and should warrant the same, and divide the same as aforesaid, until such claims are fully paid or the said assets are fully exhausted.

And upon full payment of such claims, from time to time to declare dividends of the residue of the said estate (if any there be) among the shareholders of the said the Bank of Upper Canada, as the same shall be gotten in, until the said Trust Estate shall have been fully realized, wound up, and settled. And in order to facilitate the payment of such demands among the holders of the bills of the said parties of the first part, the said parties of the second part shall and may, upon the surrender to them of the said bills, issue to the holders thereof, certificates of their respective claims in the nature of deposit receipts, upon which certificates the claims of the said parties shall be made, and on which all future dividends shall be paid. And the said parties of the first part covenant with the said parties of the second part, that they have the right to convey the said lands, goods, chattels, and effects, notwithstanding any act of the said parties of the first part ; and that they have done no act to encumber the said lands, and that they will execute such further assurances as may be requisite.

In witness whereof, the said parties have hereunto set their hands and seals, the day and year first above written, that is to say, the said parties of the first part their corporate seal by the Honorable George William Allan, the President of the said the Bank of Upper Canada, and the said parties of the second and third parts, their respective hands and seals.

Signed, sealed, and delivered \Bigg\}
in the presence of


Schedule B[edit]

This Indenture, made the twelfth day of November, in the year of our Lord one thousand eight hundred and sixty-six, between the Bank of Upper Canada, of the first part, and Thomas C. Street, Robert Cassels, Peter Patterson, Hugh C. Barwick and Peleg Howland, of the second part, whereby the said Bank of Upper Canada did grant and convey unto the said parties of the second part, their heirs and assigns, all the estate and effects, real and personal, of the said Bank of Upper Canada, and the said parties of the second part now have, hold and possess the said estate and effects, as a corporation under the name of the Trustees of the Bank of Upper Canada, under and by virtue of the Act passed in the ________ year of the reign of Her Majesty, intituled : An Act for the Settlement of the Affairs of the Bank of Upper Canada, among which real estate are the following lands (set out any lands in the county or city only, in which such lands are situate, for registry in such county or city).