The Manitoba Commissioners suggest the following: Some of the matters of principle which will require decision before any uniform Act can be drafted: - 1. Should incorporation be by Letters Patent or Memorandum of Association? Under existing laws the manner of incorporation at the present time is as follows: Letters Patent-The Dominion of Canada, Ontario, Quebec, Manitoba, Prince Edward Island and New Brunswick. Memorandum of Association-Nova Scotia, Saskatchewan, Alberta and British Columbia. 2. Might a method be adopted of allowing incorporation either by Letters Patent or Memorandum of Association and providing for By-laws in a similar form to present Articles of Association? By this method it is thought there might be uniformity in the general bylaws of corporations even although there was not absolute uniformity in the method of obtaining the Charter. One of the arguments in favor of Articles of Association or By-laws similar thereto, is that these would be filed, and in that way the public might, if desired, have notice of the internal regulations of the Company. 3. No matter what the form of incorporation takes, should the doctrine of ultra vires, be abolished? (a) In its entirety, or (b) In so far as corporate contracts of a company are concerned. A discussion on this point took place at the annual meeting of the Canadian Bar Association in 1919 (see page 46 of the printed minutes), and it will be remembered that at this meeting a resolution was passed by a vote of 51 to 4 in the following language: "That a uniform Companies Act be prepared em"bodying the provisions and suggestions set forth "in Section 4 of the report of the majority of the "Committee on Company Law as contained in Vol"ume 3 of the Association, page 205." Section 4 of the Committee's Report, which was approved in this resolution (see page 205 of the 1918 minutes), suggested doing away entirely with the doctrine of ultra vires, in so far as it related to corporate contracts, and the providing "that in any action brought on a contract entered into by a corporation it shall not be open to either the company or the other contracting party to raise the defence that the contract was ultra vires of the Company? The Committee's Report also suggested that if some protection was required for the shareholder or creditor, provision could be made for this by giving them the right to apply for an injunction to restrain the Company from engaging or attempting to engage in business outside the scope of the objects of incorporation. Since the Bonanza Creek Company's case it must be noted that a number of the Provincial Legislatures have apparently attempted to give Companies incorporated in their respective Provinces the power and capacity of an ordinary person. See Alberta (1916), Cap. 26. Ontario (1916), Cap. 35, section 6. Manitoba (1917), Cap. 12. Saskatchewan (1917), Cap. 34, section 42. 4. Should the Imperial Act be followed as closely as possible? 5. Should provision be made for the following: (a) Companies limited by guarantee. (b) Companies unlimited as to liability. (c) Associations not for profit. (d) Companies without share capital. (e) Share warrants. 6. Supplementary Powers under "The Letters Patent Act." The granting of Supplementary Letters Patent while theoretically discretionary, is in practice absolutely within the control of the majority of the shareholders. Under the Imperial Act the right to obtain supplementary powers is much restricted, and such powers can only be obtained on application to the Court and on showing sufficient cause. Should a majority of the shareholders have the power to completely alter the objects of a Company and the nature of its business unless it is satisfactorily shown that there is no opression or unfair dealing on the part of such majority? 7. Issuing of Prospectuses. The Ontario Act contains elaborate provisions in regard to the issuing of prospectuses. It has been claimed that in practice these provisions of the Ontario Act are unworkable, and that it is difficult to determine what Companies must issue a prospectus. 8. Public or Private Companies. Should a distinction be made between Public and Private Companies? It will be remembered that at the Canadian Bar Association meeting in 1915 the resolution then passed suggested that any draft bill should make such distinciion. Probably the issuing of prospectuses would be one of the matters in which a distinction should be made. 9. Mining Companies. Should Mining Companies be treated differently from other Corporations; and, if so, in what respects? 10. Details. There are many matters of detail which, once the broad general matters hereinbefore referred to have been disposed of, would, of course, require very careful consideration, but it is not thought advisable by the Manitoba Commissior ers to deal with any of these matters until such time as further progress has been made towards obtaining uniformity of view with regard to the matters hereinbefore referred to. 11. Is Uniformity in all Respects Feasible. In view of the practice under the special Acts both in the Dominion and in the Provinces dealing with Company Law and the long established practice of the members of the profession in the various parts of Canada, your Commissioners feel that it may be very difficult to obtain uniformity in all respects in the various Provinces, but even if such uniformity may not be obtaired, still, it should be feasible to have a very large number of the sections of the various Acts governing management, procedure, holding of meetings, borrowing powers, etc., made uniform, your Commissior ers feeling there should be no reason why the language of these different sections should differ in the different Provinces. Respectfully submitted, I. PITBLADO. W. J. TUPPER. H. J. SYMINGTON. Commissioners for Manitoba. Welcome, by His Excellency the Governor-General.. 5 Welcome, by Mayor Fisher... 72 Reply, by Hon. W. F. A. Turgeon, K.C.. Aikins, Sir James-Presidential. Cave, Rt. Hon. Viscount... Geddes, Rt. Hon. Sir Auckland. 8 160 175 198 Canons of Ethics.... Administration of Justice- Report of Committee presented. Committee for 1920-1921... Aikins, Sir James, K.C., Presidential Address. Remarks Annual Dinner.. Annual Meeting, Proceedings. Bennett, R. B., Presides.. Campbell, Isaac, Moves vote of thanks. Cave, Rt. Hon. Viscount, Address. Honorary Member. Committees (see Reports) Legal Education... Legal Ethics.. 59 157 157 PAGE Discussion Company Law, Paper by Thomas Mulvey, K.C.......... Conference of Commissioners on Uniform Legislation in 232 62 Geddes, Rt. Hon. Sir Auckland-Address.. .89, 198 Governor-General, His Excellency-Address of Welcome... Hazen, Hon. Sir Douglas, K.C.M.G.-Moves vote of thanks 5 14 128 Mulvey, Thomas-Paper on Company Law. 265 89 9 129, 204 13 268 303 88 .62, 232 16 |