Farmers Fruit, Produce and Warehouse Associations Act

Short title

1 This Act may be cited as the Farmers Fruit, Produce and Warehouse Associations Act. R.S., c. 162, s. 1.

Formation of company

2 Any number of persons, not less than five, may form themselves into a company for the purpose of

(a) buying, selling, bartering, taking on consignment, dealing in and packing fruit, fodder and other farm produce, arsenate of lead, spraying materials and all kinds of insecticides and fungicides, power-spraying outfits, hand pumps and all other commodities or material incidental to the use of the same, nails, pulp heads, paper and all material necessary for the purpose of packing fruit and farm produce, flour, feeds and all milling produce, artificial fertilizers of all kinds, seeds, farming implements, tools and wagons and all manner of merchandise;

(b) buying, selling, leasing, erecting, improving, managing and operating stores, storehouses, warehouses and other buildings which may be incidental or conducive to the purposes of the company, and carrying on the business of storekeepers and warehousemen in connection therewith;

(c) investing or taking stock in any company or business considered to be for the benefit of the company,

by subscribing their names and addresses to a memorandum of association in Form A in the Schedule of this Part and otherwise complying with the requirements of this Part with respect to registration, provided that no subscriber shall take less than one share. R.S., c. 162, s. 2.

Evidence of signature

3 The signatures of such memorandum of association shall be proved by the affidavit of a witness in Form B in the Schedule to this Part and made before a justice of the peace. R.S., c. 162, s. 3.

Registration

4 The memorandum of association shall be delivered to the Registrar of Joint Stock Companies or, in his absence, the Deputy Registrar of Joint Stock Companies who shall retain and register the same, and it shall, when registered, bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there was in the memorandum contained on the part of himself, his heirs, executors and administrators a covenant to observe all the conditions of such memorandum, subject to the provisions of this Act. R.S., c. 162, s. 4.

Name

5 Every company incorporated under the provisions of this Part shall have the word "Limited" as the last word of its name. R.S., c. 162, s. 5.

Certificate

6 (1) Upon the registration of the memorandum of association the Registrar of Joint Stock Companies or, in his absence, the Deputy Registrar of Joint Stock Companies shall certify under his hand and seal that the company is incorporated under the provisions of this Part.

Incorporation

(2) The subscribers to the memorandum of association, together with such other persons as from time to time become members of the company, shall thereupon be a body corporate, by the name mentioned in the memorandum of association. R.S., c. 162, s. 6.

Evidence of registration

7 A certificate of the incorporation of any company given by the Registrar of Joint Stock Companies or, in his absence, the Deputy Registrar of Joint Stock Companies shall be conclusive evidence that the provisions of this Part with respect to registration have been complied with. R.S., c. 162, s. 7.

Directors

8 There shall be not less than three nor more than fifteen directors and the subscribers to the memorandum of association shall be the directors of the company until replaced by others duly elected in their stead. R.S., c. 162, s. 8.

Election

9 Directors shall be elected by the shareholders at a general meeting of the company, and the company may by by-law determine the term of office, the mode, manner and qualification of electing directors and, unless the by-law otherwise provides, all retiring members of the board shall, if otherwise qualified, be eligible for re-election. R.S., c. 162, s. 9.

Notice of meeting

10 Notice of the time and place of holding the annual meeting, or any general meeting, of the company shall be given by mailing written notices thereof, postage paid, to the shareholders addresses respectively at least one week before the date of such meeting. R.S., c. 162, s. 10.

Voting

11 (1) At all annual and general meetings each shareholder, who shall have in the year immediately preceding such meeting delivered his fruit or farm produce to the company for packing and disposal, shall be entitled to give one vote for each share held by him, and all questions proposed for the consideration of shareholders shall be determined by a majority of votes, the chairman presiding at any meeting having the casting vote in case of an equality of votes.

Exception

(2) Notwithstanding subsection (1), in the case of a company incorporated under this Part after the thirtieth day of April, 1946, each shareholder thereof, at all meetings of such company, shall exercise only one vote on any question arising at such meetings irrespective of the number of shares owned or held by such shareholder.

Voting by-law

(3) The shareholders of any company incorporated under this Part prior to the thirtieth day of April, 1946, may by by-law provide that subsection (1) shall not apply to such company and on and after the date of the approval of such by-law by the Governor in Council each shareholder of such company shall, at all meetings thereafter held, exercise only one vote on any question arising at such meetings, irrespective of the number of shares owned or held by such shareholder. R.S., c. 162, s. 11.

Officers

12 The directors shall from time to time elect from among themselves a president, and if they see fit, a vice-president, of the company, and also may appoint all other officers. R.S., c. 162, s. 12.

Powers

13 (1) The companies organized under this Part shall have all the usual powers, rights and franchises incident to incorporated companies.

Additional powers

(2) Every company under this Part, subject to the conditions of, and in addition to, all other powers conferred by this Part, shall have, in like manner as if the same were included among the objects set out in its memorandum, all corporate powers and all corporate capacity necessary to enable it to do, in addition to the acts and things included in the objects set out in its memorandum all or any of the acts and things set out in subsection (4) of Section 26 of the Companies Act, provided, however, that all or any of the said rights and powers may be excluded or modified by express provision of the memorandum of the company.

Borrowing

(3) Every company under this Part, in addition to all other powers hereby conferred, shall have the power, by resolution of the directors, to borrow money for the purposes of the company by the issue and sale of units of loan capital and the said units shall be issued in such denominations, for such period, at such rates of interest, and subject to such other terms and conditions as the directors may from time to time determine.

Contract

(4) Every company under this Part, subject to the conditions of, and in addition to, all other powers conferred by this Part, shall have, in like manner as if the same were included in its memorandum of association, all corporate powers and all corporate capacity necessary to enable it to enter into any contract or contracts with its members and patrons, and with any company or companies, setting forth the terms and conditions on which the products of such members and patrons shall be sold, the deductions which may be made from the moneys obtained for such products and the distribution of the surplus moneys of the company to its members and patrons, or their agents. R.S., c. 162, s. 13.

By-law

14 (1) The shareholders at any annual meeting, or at a special general meeting called for the purpose, may from time to time make by-laws, rules and regulations not contrary to this Part or the laws of the Province

(a) to regulate any matter connected with the internal affairs of the company;

(b) to regulate the sale, barter or disposition by the shareholders of the company of fruit and farm produce grown by them;

(c) to provide for forfeiting the shares of any shareholder who violates any of such by-laws;

(d) to provide for the payment of pecuniary penalties by any shareholder who violates any of such by-laws, to be recovered in the name of the company in any court of competent jurisdiction;

(e) changing the name of the company.

Approval of by-law

(2) A copy of such by-laws, rules and regulations, certified under the seal of the company and the hand of the secretary, shall be delivered to the Registrar of Joint Stock Companies or in his absence the Deputy Registrar of Joint Stock Companies and the same, when approved by the Governor in Council, shall have the same force and effect as if they were enacted in and formed a part of this Part. R.S., c. 162, s. 14.

Cancellation of share

15 The directors shall have the power to cancel the stock of any shareholder who refuses or neglects after sixty days notice to pay any calls regularly payable upon the share or shares held by such shareholder, and any calls previously paid shall, upon such cancellation, be forfeited to the company. R.S., c. 162, s. 15.

Liability of shareholder

16 No shareholder shall be held personally liable for any debt, default or liability of the company beyond the amount unpaid on his respective shares in the capital stock thereof, unless he has rendered himself liable for a greater sum by becoming surety for the debts of the company. R.S., c. 162, s. 16.

Agreement with company

17 (1) Any shareholder or shareholders in a company formed under this Part may enter into an agreement with such company in Form C in the Schedule to this Part, or to the like effect, and any such agreement shall be enforceable at law.

Validity not affected

(2) Any omissions or deviations from said Form C in such agreement not affecting the substance thereof, shall not in anywise affect its validity, and the same shall be so enforceable.

Priority

(3) Every agreement entered into under the provisions of this Section and every pledge, hypothecation or other offer for collateral made under such agreement shall, as against purchasers and creditors, take effect and have priority only from the time of filing such agreement and pledge, hypothecation or other offer for collateral in accordance with the provisions of the Bills of Sale Act.

Interpretation

(4) In this Act, "instrument", "purchasers" and "creditors" respectively bear the same meaning as given to them in the Registry Act and the Bills of Sale Act. R.S., c. 162, s. 17.

Companies Act

18 All the provisions of the Companies Act, except those inconsistent with the provisions of this Part, shall mutatis mutandis apply to every company incorporated under this Part and "articles" and "articles of association" whenever used in the Companies Act shall be deemed to include the by-laws of any company incorporated under this Part. R.S., c. 162, s. 18.

Central company

19 Any number of companies, not less than ten, incorporated under the provisions of Part I or for a like purpose under the Companies Act, if authorized by its memorandum of association so to do, may form themselves into a central company for the following purposes:

(a) buying, selling, bartering, taking on consignment or disposing of on consignment and packing and dealing in fruit, fodder and other farm produce as well as fertilizer and artificial manures of all kinds, arsenate of lead, spraying materials and all kinds of insecticides and fungicides, power-spraying outfits, hand pumps and all other commodities or material incidental to the use of the same, nails, pulp heads, paper and all material necessary for the purpose of packing fruit and farm produce, flour, feeds and all milling produce, seeds, farming implements, tools and wagons and all manner of merchandise;

(b) warehousing the same as well with cold storage as otherwise and marketing and transporting the same and carrying on the business of warehousemen and shippers of such fruit, fodder and other farm produce;

(c) buying, building, erecting, acquiring, owning, leasing, operating, managing and selling, evaporators, canning and vinegar factories and investing or taking stock therein or in any business considered to be for the benefit of the company. R.S., c. 162, s. 19.

Memorandum of association

20 (1) Any company incorporated as aforesaid may, by a two-thirds vote of its shareholders at a general meeting of the company called for the purpose, pass a resolution in Form A in the Schedule to this Part, and thereupon the president of the said company shall, for the purposes of this Part, sign the name and address of the said company to a memorandum of association in Form B in the Schedule to this Part and shall write opposite to the name of the company the number of shares it takes.

Central company shareholders

(2) Thereupon and thereby such company shall be and become a shareholder in such central company upon the completion of the incorporation thereof under this Part.

Subscription of shares

(3) The shares taken by any subscribing company shall not represent less than twenty per cent of the nominal capital of such company. R.S., c. 162, s. 20.

Evidence of signature

21 The signatures of such memorandum of association shall be proved by the affidavit of a witness in the Form C in the Schedule to this Part and made before a justice of the peace. R.S., c. 162, s. 21.

Registration

22 (1) At least ten companies shall subscribe the memorandum of association and the same when completed shall be delivered to the Registrar of Joint Stock Companies, who shall retain and register the same.

Certificate

(2) Upon such registration, the Registrar shall certify under his hand and seal of office that the company is incorporated under the provisions of this Part, which shall be conclusive evidence that all the requirements of this Part in respect of matters precedent and incidental thereto have been complied with, and that the company is a company authorized to be incorporated and duly incorporated under this Part. R.S., c. 162, s. 22.

Incorporation and powers

23 (1) Every company registered under the provisions of this Part shall, upon the issuing of the certificate aforesaid by the Registrar of Joint Stock Companies, be and become a body corporate under the name given and specified in the memorandum of association, and may sue or be sued, plead or be impleaded, under such name, as a body corporate in any court of law or equity, and for any purpose of this Part and incidental or necessary in respect thereto shall have all the rights and powers of an incorporated company.

Seal

(2) The company shall have a seal of such design as the directors may determine. R.S., c. 162, s. 23.

Powers of company

24 Any company so incorporated may, as by such company shall be deemed necessary or expedient for any business or purpose aforesaid,

(a) buy, build, erect, lease, improve, manage and operate storehouses, warehouses, as well with cold storage as otherwise, and other buildings incidental or conducive to any such business or purpose, and sell, sub-let [sublet] or dispose of the same, and also buy, build, erect, lease, improve, manage and operate mills and buildings for the manufacture or storage of barrel staves and material for barrels, box shooks and every article or material useful or used for or in connection with the packing of fruit or farm produce or any article in which the central company may deal;

(b) lease, buy or otherwise acquire real estate, and sub-let [sublet], sell or otherwise dispose of the same;

(c) buy, build, acquire, own, lease, hire, charter and manage wharves, box cars or refrigerator cars for railway use and steamships and other vessels;

(d) buy, have and sell and dispose of any manner of personal property necessary or useful in carrying on the business of the company;

(e) buy, build, erect, acquire, own, lease, operate, manage and sell, evaporators, canning and vinegar factories and invest or take stock therein or in any business considered to be for the benefit of the company. R.S., c. 162, s. 24.

Organizational meeting

25 (1) Every company being a shareholder in such central company shall, at a general meeting called for that purpose within one month of the registration of such memorandum of association, appoint three of its shareholders as its representatives who shall meet for the purpose of organization of such central company.

Officers

(2) Such representatives shall, at the said meeting, organize the said central company by electing from among themselves a president, secretary and directors and there shall be one director for each company holding shares in the central company. R.S., c. 162, s. 25.

First meeting

26 (1) The first meeting of the central company shall be called by the president of the company first subscribing the memorandum of association, who shall give the representatives of the companies holding stock in the central company at least ten days written notice of the time and place of holding such meeting by a letter mailed, postage prepaid for that length of time previous to the meeting, to the addresses of the persons to be notified.

Subsequent meeting

(2) A meeting of the representatives of the companies holding stock in the central company may be called at any time by notice as aforesaid by the president of the central company.

Meeting requested by board

(3) The president shall call such meeting whenever requested by the board of management hereinafter provided for.

Meeting called by board

(4) If the president on such request refuses or neglects to call such meeting, the board of management may call the same on notice as aforesaid. R.S., c. 162, s. 26.

Resolution by outside company

27 After any central company shall be incorporated under this Part, any company incorporated under Part I or under the Companies Act, if authorized by its memorandum of association so to do as aforesaid, that has not subscribed the registered memorandum of association of such central company, may pass a resolution as near as may be as in Section 20 provided. R.S., c. 162, s. 27.

Additional shareholder

28 The company so passing the said resolution shall deliver a copy thereof, certified by the president of the company, to the president of the central company, who shall submit the same to the directors of the central company at their next meeting, who shall accept or reject the same. R.S., c. 162, s. 28.

Issue of shares

29 If the same be accepted, stock to the amount specified in the said resolution, not less than twenty per cent of the capital stock of the company, shall be issued and allotted to such company, which shall thereupon be and become a shareholder in the said central company to the amount of the said stock with all the powers, rights and obligations attached to companies subscribing the memorandum of association. R.S., c. 162, s. 29.

Annual meeting

30 (1) Each company holding shares in the central company shall, annually and before the time of the annual meeting of the central company, appoint three shareholders as their representatives who shall form the annual meeting of the central company, and shall meet at the time fixed therefor and elect from among themselves or from the shareholders in the companies so holding shares in the central company, a president, secretary and directors and such other officers as are provided for by by-law for the central company for the then ensuing year.

Re-election

(2) Any officer or director may be re-elected.

Extended term of office

(3) If any annual meeting shall fail to elect any officer or director, the person then being such officer or director shall continue as such till his successor shall be elected.

Vacancy

(4) Upon the death or resignation of any director, a meeting of the company shall be convened and a director appointed in the place of the one so dying or resigning. R.S., c. 162, s. 30.

Minimum capital stock

31 (1) The capital stock of any company organized under this Part shall be not less than fifty thousand dollars.

Eligibility as shareholder

(2) No person, firm or corporation, excepting companies organized under Part I or under the Companies Act, shall subscribe for or hold any of such stock. R.S., c. 162, s. 31.

Increase of capital stock

32 (1) Any central company incorporated under this Part may increase its capital stock by a two-thirds vote of the representatives of the companies holding stock in such central company, by resolution in that behalf.

Filing of resolution

(2) In such case a copy of the resolution so increasing the amount of capital stock, certified by the president and secretary of the company, shall be deposited with the Registrar of Joint Stock Companies who shall register the same and thereupon the capital stock of the company shall be deemed to be increased to the amount specified in the resolution. R.S., c. 162, s. 32.

Call upon share

33 All calls made upon stock shall be paid by the company subscribing the same, and the capital stock of any such company shall be liable for all calls made on the stock of such company by the directors of the central company. R.S., c. 162, s. 33.

Authority of directors

34 (1) Excepting the organization of the central company and the election of officers and directors, all the business of such central company shall be done by its directors, provided that the company at any general meeting may discuss any question connected with the business of the company and make any recommendation as to the same deemed expedient.

Voting

(2) Each director shall have as many votes at meetings of directors as the company for which he is such director holds shares in the central company, provided that the company for which he is such director shall have, in the year immediately preceding the holding of the general meeting of the central company at which such director is elected, surrendered its apples to the central company for disposal.

Who presides at meeting

(3) The president of the company shall preside at all meetings of directors if present, and in his absence a chairman of the meeting shall be elected.

Board of management

(4) The directors may appoint a board of management, subject to the directors, to manage the business affairs of the company.

Composition of board

(5) Such board shall consist of five members, of whom the president of the company shall be one.

Term of office

(6) The two members receiving the largest number of votes shall be deemed elected for two years, the others retiring at the expiration of one year, but being eligible for re-election, and thereafter two members shall be elected each year for a period of two years.

General manager

(7) The board may employ a general manager for the company.

Removal of board member

(8) The directors may at any annual meeting or special meeting called for that purpose, cancel the appointment of any or all the members of the said board and appoint another or others instead.

Call upon share

(9) The directors may from time to time make calls upon the stock of the company not exceeding at any one time twenty-five per cent of the subscribed stock.

Cancellation of share

(10) The directors shall have the power to cancel the stock of any shareholding company which refuses or neglects after sixty days notice to pay any calls regularly payable upon the share or shares held by such company, and any calls previously paid shall upon such cancellation be forfeited to the central company. R.S., c. 162, s. 34.

Declaration of dividend

35 (1) At the close of every years operations the directors may declare a dividend out of any profit made by the company of such an amount as in their judgement the business of the company shall warrant.

Payment of dividend

(2) Such dividend when declared shall be paid over to the shareholders of the company as soon as may be after the same has been declared in proportion to the amount paid up on their respective shares. R.S., c. 162, s. 35.

Profit

36 It shall not be necessary that any annual dividend be declared, or that the annual profits of the company or any portion thereof be paid out in dividends, but the same may, in the discretion of the directors, be used for any business purpose within the powers of the company under this Part, or to create a reserve fund. R.S., c. 162, s. 36.

By-laws

37 (1) The directors may from time to time make, amend, repeal or re-enact by-laws for the company, not inconsistent with this Part or the laws in force in the Province

(a) regulating and determining

(i) the time and place of the annual meeting of the company and all meetings of directors,

(ii) the notice required for annual and other meetings of the company and meetings of directors,

(iii) the issuing of stock and the form of stock certificates and the making, accepting and endorsing of bills and notes and the execution of deeds, leases and transfers of property,

(iv) the manner of making and collecting calls and the proceedings to be observed in respect thereto;

(c) determining the powers and duties of the board of management and the powers and duties of the general manager, and any other matter concerning the rights of shareholders in the revenues of the company connected with the internal affairs of the company.

Approval of by-law

(2) Such by-laws, when approved by the Governor in Council, shall be of the same force and effect as if they were enacted in this Part and formed a part thereof. R.S., c. 162, s. 37.

Auditor

38 The directors shall appoint a chartered accountant as auditor for the central company. R.S., c. 162, s. 38.

Liability

39 No shareholder in the company shall be liable for any debt, default or other liability of the company beyond the amount unpaid on the stock subscribed by such shareholder, and no director or other officer of the company shall be liable on or in respect of any such debt, default or other liability, unless such director or officer has incurred such liability by becoming surety for the company. R.S., c. 162, s. 39.

Agreement with company

40 (1) Any shareholder or shareholders in a company formed under this Part may enter into an agreement with the company in Form D in the Schedule to this Part, or to the like effect, and any such agreement shall be enforceable at law.

Validity not affected

(2) Any omissions or deviations from Form D in such agreement, not affecting the substance thereof, shall not in any wise affect its validity, and the same shall be enforceable. R.S., c. 162, s. 40.

Name

41 The word "Limited" shall form a part of the name of every company incorporated under this Part, and such name shall be printed or stamped upon all billheads, letterheads, advertisements or notices, used, signed or given by the company. R.S., c. 162, s. 41.

Companies Act

42 All the provisions of the Companies Act, except those inconsistent with the provisions of this Part shall apply mutatis mutandis to every company incorporated under this Part. R.S., c. 162, s. 42.

Surplus money

43 Every company incorporated under this Act shall have power to distribute the surplus moneys earned or received by it in any year in such manner and to such persons as the company may by by-law from time to time determine. R.S., c. 162, s. 43.

Company incorporated under 1908 Act

44 (1) Every company incorporated under Chapter 33 of the Acts of 1908 shall, notwithstanding that it was not and is not authorized by its memorandum of association so to do, be deemed and held to have had and to have capacity, authority and power to become a shareholder in any central company formed under Chapter 22 of the Acts of 1912 or under Part II.

Company incorporated under Part I

(2) Every company heretofore or hereafter incorporated under Part I shall, notwithstanding that it was not or is not authorized by its memorandum of association so to do, be deemed and held to have had and to have capacity, authority and power to become a shareholder in any central company formed under Chapter 22 of the Acts of 1912 or under Part II. R.S., c. 162, s. 44.

Interpretation

45 The words and expressions defined in Section 2 of the Companies Act have the same meaning in this Part as they have in the Companies Act, and the word "company" means a company formed and registered under this Part and the Companies Act. R.S., c. 162, s. 45.

Formation of loan company

46 Subject to the provisions of this Part, any three or more companies incorporated under Part I are hereby authorized and empowered by subscribing their names and affixing their corporate seals to a memorandum and otherwise complying with the requirements of the Companies Act in respect of registration, to form under the Companies Act an incorporated company limited by shares, notwithstanding that the purpose for which such companies are associated is that of a loan company, provided that this Act shall not authorize the incorporation of more than one such company, and that the memorandum or the articles shall not be registered unless the Governor in Council has approved thereof. R.S., c. 162, s. 46.

Objects

47 (1) The objects of the company as set forth in its memorandum must be solely as follows:

(a) to lend money to its members only and on such terms as may seem expedient, provided it takes as security mortgages or conveyances or assignments by way of mortgage of real estate of the members to whom the money is lent, and further provided that no money may be so lent without the approval of the Governor in Council or of some person or corporation designated by the Governor in Council;

(b) where thought fit to take by way of additional security for the money so lent mortgages, conveyances or assignments of any other real or personal property or assets of such members or any other persons, including the uncalled capital of such members or any other incorporated bodies;

(c) to borrow or raise or secure the payment of money by the issue of debentures, perpetual or otherwise, charged upon all or any of the companys assets or property both present and future, including its uncalled capital, and to purchase, redeem or pay off any such securities;

(d) to do all such other things as are incidental or conducive to the attainment of the above objects.

Powers

(2) The company shall have power to sue for money due the company either under mortgages or otherwise, with power to buy in and purchase property sold under any order or judgment obtained by the company and to hold property so purchased for such time as may be necessary and to sell the same either at public or private sale for such price and on such terms as the directors may think fit. R.S., c. 162, s. 47.

Change of objects

48 The provisions of the memorandum of the company shall not be altered with respect to the objects of the company or in any other respect under the Companies Act except with the consent of the Governor in Council, and subsection (4) of Section 26 of the Companies Act shall not apply to the company. R.S., c. 162, s. 48.

Member company

49 A member of the company must be

(a) a company incorporated under Part I or II;

(b) a company incorporated under any Act for which Part I or II was substituted by way of amendment, revision or consolidation;

(c) a company or association incorporated under the Co-operative Associations Act;

(d) a company or association to which the Co-operative Associations Act applies; or

(e) Scotian Gold Co-operative Limited,

provided that in the case of a company or association mentioned in clause (c) or (d) the principal business of the company or association is, in the opinion of the Minister of Agriculture and Marketing, buying, selling, leasing, erecting, improving, maintaining and operating storehouses, warehouses and other buildings which may be incidental or conducive to the purposes of the company or association and the carrying on of the business of warehousemen in connection with fruit, potatoes and vegetables. R.S., c. 162, s. 49.

Directors

50 (1) The number of the directors of the company and the appointment thereof shall be as follows:

(a) three directors shall be appointed at the annual meeting of Scotian Gold Co-operative Limited;

(b) two directors shall be appointed by The Nova Scotia Fruit Growers Association, incorporated under the Companies Act on the eighth day of January, 1931;

(c) one director shall be appointed by those members of the company which are incorporated under Part I or II and which are not shareholders of Scotian Gold Co-operative Limited;

(d) where the company has made a mortgage or deed of trust to a trustee to secure the payment of its debentures, three directors shall be appointed by the trustee, but no appointment by the trustee shall be effective until it has been approved by the Governor in Council.

Disqualification

(2) No member of the company shall be eligible for appointment as a director.

Term of office

(3) The directors shall hold office for such term as may be prescribed by the articles, but where the articles do not prescribe the term the directors shall hold office for one year from the date of the annual meeting of Scotian Gold Co-operative Limited except where a vacancy occurs among the directors, in which case the director appointed to fill the vacancy shall hold office for the unexpired portion of the term of his predecessor. R.S., c. 162, s. 50.

Guarantee by Province

51 The Governor in Council may guarantee the payment of the principal and interest or either of them or any part thereof payable under any debentures of the company, provided that the aggregate amount of principal so guaranteed does not exceed five hundred thousand dollars and such guarantee may be evidenced in such manner as the Governor in Council deems expedient. R.S., c. 162, s. 51.

Borrowing

52 The company may from time to time pledge its debentures with any chartered bank or trust company as security for advances made to the company and the Governor in Council may also from time to time guarantee the repayment of any advances made to the company by any chartered bank or trust company and any interest payable on such advances. R.S., c. 162, s. 52.

Inspection of records

53 All records of the company whatsoever may at any time be inspected by such person as the Governor in Council appoints for the purpose. R.S., c. 162, s. 53.

Waiver of printing and fees

54 It shall not be necessary to print the articles or any special resolution of the company, and no fees under the Companies Act shall be payable by the company. R.S., c. 162, s. 54.

Corporations Registration Act

55 Section 12 of the Corporations Registration Act, shall not apply to the company. R.S., c. 162, s. 55.

Of the . . . . . . . . . . Limited.

1 The name of the Company is . . . . . . . . . . Limited.

2 The head office of the Company shall be situate at . . . . . . . . in the Province of Nova Scotia.

3 The objects for which the Company is established are

(a) buying, selling, bartering, taking on consignment, dealing in and packing fruit, fodder and other farm produce; arsenate of lead, spraying materials and all kinds of insecticides and fungicides, power-spraying outfits, hand pumps and all other commodities or material incidental to the use of the same, nails, pulp heads, paper and all materials necessary for the purpose of packing fruit and farm produce, flour, feeds and all milling produce, artificial fertilizers of all kinds, seeds, farming implements, tools and wagons and all manner of merchandise;

(b) buying, selling, leasing, erecting, improving, managing and operating stores, storehouses, warehouses and other buildings which may be incidental or conducive to the purposes of the Company, and carrying on the business of store-keepers [storekeepers] and warehousemen in connection therewith;

(c) investing or taking stock in any company or business considered to be for the benefit of the Company.

4 The capital of the Company is . . . . . . . . . . dollars divided into . . . . . . . . . . shares of . . . . . . . . . . dollars each.

We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital stock of the Company set opposite our respective names.

Names and Addresses of Subscribers No. of Shares taken

(to be written by subscribers themselves) by each Subscriber

Total number of shares taken . . . . . . . . . . . . . . . .

Dated the . . . . . . . . . . day of . . . . . . . . . . ,19. . . . .

Witness to the above signatures . . . . . . . . . . . . . .

Address . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

County of . . . . . . . . . . SS.

I certify that . . . . . . . . . . subscribing witness to the foregoing Memorandum of Association, made oath before me that the said Memorandum was duly signed in his presence by the therein named:

Dated at . . . . . . . . . . the . . . . . . . . . . day of . . . . . . . . . . ,19. . . . .

Justice of the Peace for the County of . . . . . . . . . .

THIS CONTRACT made and entered into in duplicate this . . . . . . . . . . day of . . . . . . . . . ., 19. . . . . BETWEEN . . . . . . . . . of . . . . . . . . . in the County of . . . . . . . . . . hereinafter called the "Producer" of the One Part, AND . . . . . . . . . . a body corporate, having its head office and chief place of business at . . . . . . . . . . in the County of . . . . . . . . . . hereinafter called the "Company" of the Other Part.

WITNESSETH that in consideration of the sum of One Dollar to each in hand paid at or before the execution hereof, the receipt whereof is hereby acknowledged and of the covenants and agreements hereinafter contained on the part of the Parties hereto to be observed and performed, the said Parties hereto have and do agree each with the other in the manner following, that is to say:

THE Producer hereby transfers and agrees to deliver to the Company or its order for the year 19. . . . . and every year thereafter continuously his entire crop of apples produced or grown by or for him or produced or grown on his farm premises whether the same be leased or sub-let [sublet] save and except such apples as may be required for the use of the Producer and his family or for exhibition by him, and also his entire crop of sound potatoes produced or grown by or for him or produced or grown by his said farm premises as aforesaid save and except such potatoes as may be required for seed purposes or for the use of the Producer and his family or for feeding his stock thereon or for sale at retail locally for local consumption, provided that the Producer may cancel this Contract on the 15th of June of any year by giving written notice to the Company between the 15th and 31st of May of such year that he desires the same cancelled and delivering his copy of this Contract to the Company and paying any and all indebtedness due to the Company from the Producer including any indebtedness on promissory notes of the Producer held or endorsed by the Company whether matured or maturing. The failure of the Producer to so notify the Company and comply with the provisions aforesaid shall operate to continue this Contract in force until such notification shall be given at the proper time and the other stipulations aforesaid shall likewise be complied with.

THE Company is hereby expressly authorized to pledge, hypothecate or otherwise offer for collateral the crops mentioned in this contract for the purposes of the Company including the obtaining of any materials, supplies or moneys advanced the Producer as hereinafter provided.

THE Producer agrees to haul and deliver the said crops in good marketable condition in accordance with the By-laws of the Company at the Companys warehouse in . . . . . . . . . . at such time or times as he may be notified, or if specially directed at some other point.

THE Company agrees to handle and market the Producers said crops with due diligence in accordance with the By-laws of the Company and in the discretion of its Directors advance to the Producer from time to time during the continuance of this Contract such materials, supplies or moneys as may by them be deemed advisable and in such discretion deduct from the net proceeds obtained by it from the sale of the said crops after payment of the handling and marketing charges in connection therewith as in and by its said By-laws is provided all sums that may be due from the Producer for such advances if any made as aforesaid and any and all other indebtedness of the Producer to the Company whether in open account or by way of promissory notes of the Producer held or indorsed by the Company whether matured or maturing or otherwise and pay the balance of such net proceeds thereafter remaining to the Producer.

IN WITNESS WHEREOF the Producer has hereunto his hand and seal subscribed and set and the Company has by its proper officers in that behalf its corporate name and seal subscribed and affixed the day and year first hereinbefore written.

SIGNED, SEALED AND DELIVERED

in the presence of

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

R.S., c. 162, Sch.

Resolved, that we the . . . . . . . . . . Limited, do become a member of a Central Company to be incorporated under the name of . . . . . . . . . . Limited, and take shares in the said Company to the amount of $. . . . . . ., and that the president of this Company do sign the name and address of this Company to a Memorandum of Association for such incorporation and subscribe for shares on behalf of this Company in the said Central Company to the amount of the said sum of $. . . . . . . . . .

Of the . . . . . . . . . . Limited.

1. The name of the Company is . . . . . . . . . . Limited.

2. The head office of the Company will be situate at . . . . . . . . . in the Province of Nova Scotia.

3. The objects for which the Company is established are

(a) buying, selling, bartering, taking on consignment or disposing of on consignment and packing and dealing in fruit, fodder and other farm produce; and

(b) warehousing, marketing and transporting the same and carrying on the business of warehousemen and shippers of such fruit, fodder and other farm produce.

4. The capital of the Company is . . . . . . . . . . dollars divided into . . . . . . . . . . shares of . . . . . . . . . . dollars each.

The several companies whose names and addresses are subscribed are desirous of being formed into a Central Company in pursuance of this Memorandum of Association, and respectively agree to take the number of shares in the capital stock of the Central Company set opposite the names of the companies subscribing hereto.

Names and Addresses of Subscribers No. of Shares taken

by each Subscriber

Total number of shares taken . . . . . . . . . . . . . . .

Dated the . . . . . . . . . . day of . . . . . . . . . . 19. . . . .

Witness to the above signatures . . . . . . . . . . . . .

Address . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Occupation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PROVINCE OF NOVA SCOTIA,

COUNTY OF . . . . . . . . . . SS.

I certify that . . . . . . . . . . subscribing witness to the foregoing Memorandum of Association made oath before me that the said memorandum was duly signed in his presence by the presidents respectively of the respective companies whose names are thereto subscribed.

Dated at . . . . . . . . . . the . . . . . . . . . . day of . . . . . . . . . ., 19. . . . .

Justice of the Peace for the County of . . . . . . . . . .

THIS CONTRACT made and entered into in duplicate this . . . . . . . . . . day of . . . . . . . . . ., 19. . . . ., BETWEEN . . . . . . . . . . a body corporate having its head office and chief place of business in . . . . . . . . . . in the County of . . . . . . . . . . and Province of Nova Scotia, hereinafter called the "Company" of the One Part, AND Scotian Gold Co-operative Limited, a body corporate having its head office and chief place of business in Kentville in the County of Kings, hereinafter called the "Central" of the other Part.

WITNESSETH that in consideration of the sum of the One Dollar to each in hand paid at or before the execution hereof the receipt whereof is hereby acknowledged and of the covenants and agreements hereinafter contained on the part of the Parties hereto to be observed and performed the said Parties hereto have and do agree each with the other in manner following, that is to say:

THE Company hereby transfers and agrees to deliver to the Central or its order for the year 19. . . . . and every year thereafter continuously all the apples and potatoes received by the Company from its shareholders and in its possession or under its control save and except such as may be required by the Company for exhibition purposes or for sale at retail locally for local consumption; provided that the Company may cancel this contract on the 1st of July of any year by giving written notice to the Central between the 10th and 30th of June of that year that it desires the same cancelled and delivering its copy of this Contract to the Central and paying any and all indebtedness including any indebtedness on promissory notes of the Company held or indorsed by the Central whether matured or maturing or otherwise to the Central of the Company. The failure of the Company to so notify the Central and comply with the provisions aforesaid shall operate to continue this Contract in force until such notification shall be given at the proper time and the other stipulations aforesaid shall likewise be complied with.

THE Central is hereby expressly authorized to pledge, hypothecate or otherwise offer for collateral the apples and potatoes mentioned in this Contract for the purposes of the Central including the obtaining of any materials, supplies or moneys advanced the Company as hereinafter provided.

THE Company agrees to grade and pack the said apples and potatoes and deliver the same at its warehouse in . . . . . . . . . . aforesaid in accordance with the By-laws of the Central and as notified by the Central from time to time.

THE Central agrees to handle and market the Companys said apples and potatoes with due diligence in accordance with the By-laws of the Central and in the discretion of its Board of Management advance to the Company from time to time during the continuance of this Contract such materials, supplies or moneys as may by them be deemed advisable and in such discretion deduct from the net proceeds obtained by it from the sale of the said apples and potatoes after payment of the handling and marketing charges in connection therewith as in and by its said By-laws is provided all sums that may be due from the Company for such advances if any made as aforesaid any and all other indebtedness of the Company to the Central whether on open account or by way of promissory notes of the Company held or indorsed by the Central whether matured or maturing or otherwise and pay the balance of such net proceeds thereafter remaining to the Company.

IN WITNESS WHEREOF the Parties hereto have by their proper officers in that behalf their corporate names and seals subscribed and affixed the day and year first hereinbefore written.

SIGNED, SEALED AND DELIVERED

in the presence of

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

R.S., c. 162, Sch.