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SHERBROOKE TRUST COMPANYSHERBROOKE, QUE.

.Acts of Incorporation

Consolidated Statutes for Lower Canada, Cap. 69 (1874).49-50 Viet., Cap. 66 (1886)

Amended by 58 Viet., Cap. 76 (1895)Amended by 5 Geo. V., Cap. 123 (1915).Amended by 16 Geo. V., Cap. 92 (1926).Amended by 19 Geo. V., Cap. 106 (1929).

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WHEREAS SHERBROOKE TRUST COMPANY, a body politicand corporate, has, by its petition, represented:

That it is in the interest of the company and of the betteradministration of its affairs, that its charter, the act 49-50Victoria, chapter 66, as amended by the act 58 Victoria,chapter 76, and as amended by the act 5 George V., chapter123 and as amended by the act 16 George V., chapter 92, beamended by permitting the company to relinquish the rightsit has under its charter to the privileges of a permanent build-ing society;

That certain additional powers inherent to its maintenancebe granted to it; and

Whereas the said company has, by its petition, prayed forthe passing of an act to amend its said charter; and

Whereas it is expedient to grant the prayer of the saidpetition;

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

. The Sherbrooke Permanent Build-ing Society and all its members,their successors and assigns forever,

are hereby constituted a body politic and corporate, under

Company", having its principal placeof business in the city of Sherbrooke;

Under that name the companyshall be capable of sueing and beingsued, pleading and being impleaded

in all courts and places whatsoever, and may, by by-law approved by at least two-thirds in value of the shares of thecompany, increase its capital from two hundred and fifty

thousand dollars to five hundredIncrease of Capital thousand

1926).dollars. (As amended

2. Repealed, 1929.

3. All the real and moveable property,shares or stock, obligations, debts,rights, claims and privileges of the

Property vested in

Sherbrooke Permanent Building Society, shall be and arehereby transferred to and vested in Sherbrooke Trust Company;and all the shareholders in the said Society shall be shareholdersfor like amounts and with like rights in Sherbrooke TrustCompany; but all legal proceedings, heretofore begun by oragainst The Sherbrooke Permanent Building Society, may becontinued and terminated under the name or style of causein which they have been instituted, for the benefit of or againstSherbrooke Trust Company. (As amended, 1926).

4. The present president, vice-presi-dent, directors and officers of theSherbrooke Permanent Building So-

ciety shall continue in office as such in Sherbrooke TrustCompany, with the names of president, vice-president,directors and officers of Sherbrooke Trust Company, untilreplaced in conformity with the by-laws of the company andthe provisions of the law. (As amended, 1926).

y. All the present by-laws and rulesof the Sherbrooke Permanent Build-ing Society shall continue in full

force and effect, and shall be binding in law as regards Sherbrooke Trust Company, its directors, officers, shareholders andborrowers, until modified, amended or repealed in conformity

and the provisions of this act. (As amended, 1926).

6. No shareholder of the companyshall be liable for or charged withthe payment of any debt or demand

due from the company, beyond the extent of his shares in thecapital of the company not tnen paid up.

Power to lend mo-ney on mortgages,bonds, stocks, ware-housed goods, etc.

7. Sherbrooke Trust Company maylend money upon such terms as aredeemed expedient, with power totake security for the same or anyother indebtedness owing to the

company, upon real estate, ground rents, Dominion, Provin'cial, British, foreign or other public securities, or upon thestocks, shares, bonds, debentures or other securities of anymunicipal or other corporation, or upon goods warehoused orpledged with the company, or upon such other securities orguarantees as are deemed expedient, and to acquire, by pur-chase or otherwise, any of the aforesaid property or assets,which may have been pledged with the company, as security

for such loan or indebtedness, and tore-sell the same. However, it cannot lend upon the security of bills ofexchange or promissory notes. (Asamended, 1929).

I\4ay not lend onBills of Exchange orPromissory Holes.

Power to buy, selland invest in mort-gages, bonds andother securities andto lend on same.

. Sherbrooke Trust Company maybuy and sell and invest in mort-gages upon real estate, the stock,bonds, debentures or obligations ofmunicipal or other corporations,whether secured by mortgage or

otherwise, or in Dominion, Provincial, British, foreign or otherpublic securities and stocks of incorporated bodies or com-panies, and it may re-sell all such securities as to it shall seemadvisable; and for that purpose it may execute such assign-ments or other instruments as may be necessary for carryingthe same into effect; it may also make advances to any person,or persons, or body corporate upon the same securities at suchrates of discount or interest as may be agreed upon; (Asamended, 1929).

Power to act asAgency and TrustCompany.

9. (a) The company may act as anagency and trust company, andmay hold, invest and deal in orwith, in its own name or otherwise,

such real estate, moneys, mortgages, hypothecs, securities orevidences of debt, debentures or obligations of municipal orother corporations, Dominion, Provincial, British, foreign orother stocks or securities and stocks of incorporated bodies orcompanies, as shall, from time to time, be transferred to thecompany upon trust or as agent, and may exercise all the rightswhich the parties so transferring or delivering the same mightor could exercise; (As amended, 1929).

9. (b) The company may accept,fulfil and execute all such trusts asmay be committed to the com-

pany by any person or persons, or by any corporation, or byany court of law, on such terms as may be agreed upon, or asthe court shall, in case of disability, approve, and which are notcontrary to the provisions of the Civil Code, and may take,receive, hold and convey all estates and property, both realand personal, which may be granted, committed or conveyed tothe company with its assent upon any such trust or trusts;(As amended, 1929).

Power toTrusts.

accept

Power to act asAgents or Attor-neys for transactionof all \inds ofbusiness, manage-ment of estates,registrar, deposit-ary, etc.

9. (c) The company may generallyact as agents or attorneys for thetransaction of all kinds of business,the management of estates and in-vestment and collection of moneys,rents, interest, dividends, mort-gages, bonds, bills, notes and othersecurities; may act as agents for the

purpose of registering, issuing and countersigning the transfersand certificates of stocks, bonds, debentures or other obligationsof the Dominion of Canada, or of any Province thereof, or of anycorporation, association or municipality, and may receive andmanage any sinking-fund therefor, on such terms as may beagreed upon; (As amended, 1929).

I 3 1

. (d) The company may construct,maintain and operate or lease suit-able buildings and structures forthe reception and storage of personalproperty of every nature and kind;may act as agents, consignees andbailees thereof, and may take all

Power to act asTrustee far others,to guarantee prin-cipal' and interestand to sell propertyin connection withsuch guarantee.

9. (e) The company may act as anagency or association for or onbehalf of others who entrust it withmoney for loan or investment, andalso may secure the repayment ofthe principal or the payment of theinterest, or both, of any moneys

entrusted with the company for investment, and for thepurpose of securing the company against loss, upon any guaran-tee or obligation, or any advance made by the company, mayreceive and dispose of any description of asset or security,

hich is conveyed, pledged, mortgaged or assigned to, orwarehoused with the company, in connection with suchuarantee, obligation, advance or investment; (As amended,

1929.)

9. (f) The company may act as trusteein respect of any debenture, bond,mortgage, hypothec or other securi-ties, issued according to law by any

9. (g) The company may hold prop-erty mortgaged, hypothecated orpledged to it to secure the paymentof debentures or other indebtedness,

9. (h) The Company may accept andhold the office and perform all theduties of receiver, trustee, assignee,

trustee for the benefit of creditors, liquidator, executor, admin-istrator, curator to insolvent estates, guardian to the person orproperty and judicial sequestra tor, when appointed thereto in thesame manner as individuals are appointed to fill such offices, butthe company shall not be obliged to take the oath of office incases where the same would otherwise be required, the wholenotwithstanding the provisions of articles 364, j6<r, j66 and 367of the Civil Code, preventing a corporation from acting inany of the above capacities, which articles shall in no wiseaffect the present company; (As amended, 1929.)

May guaranteetitle and againstnon-payment ofloans, etc.

May guarantee anyinvestment madeby it.

9. (i) The company may guaranteethe title to or quiet enjoymentof property, either absolutely orsubject to any qualifications andconditions, and may guarantee any

person interested or about to become interested in or owningor about to purchase or acquire any real property, againstany losses, actions, proceedings, claims or demands by reasonof any insufficiency, or imperfection or deficiency of title,or in respect of any encumbrances, burdens or outstandingrights; and also may guarantee any person or persons againstany loss or damage, by reason of the failure of any person orpersons to make due payment of the whole or any part of anyloan, advance, mortgage or claim, hypothecary or otherwise,or the interest thereon, and to issue its guarantee certificatesor policies in such form as it may determine, and for suchremuneration as it may fix; (As amended, 1919.)

9. (j) The company may guaranteeany investment made by thecompany as agent or otherwise;(As amended, 1929.)

9. (k) The company may give bondsfor the faithful performance of anycontract entered into with any

person or corporation, by any person or corporation; (As

9. (1) The company may be and actas surety upon any bond requiredin any judicial proceedings, and,

subject to the discretion of the court, judge or official receivingsuch bond, the surety of the company shall suffice in all caseswhere two sureties are now required; the company may arrangefor, receive and recover, if necessary, such remuneration asmay be agreed upon for being such surety; the company mayexecute the surety bond, by the manager or secretary, or anyofficer authorised for the purpose by resolution of the boardof directors, and attaching the company's seal thereto; a com-plete record of all such bonds shall be kept at the head officeof the company, and shall be at all regular business hours openfor the inspection thereof by any duly authorised person orofficial; (As amended, 19^9.)

9. (m) The company may borrowmoney at such rates of interest asmay be agreed upon, with full power

May borrow money

to secure such loans by any mortgages, hypothecs, stocks,bonds or other securities belonging to the company;

May act as Audi 9. (n) The company may examine,report upon and audit the books,accounts, condition and standing of

corporations, partnerships and individuals, when requested

or authorised so to do by such corporations, partnershipsand individuals, and also when required by an order of acourt of competent jurisdiction; (As amended, 1929.)

! .. , 7, T~J I 9. (o) The Company may sell, pledge,I May sell or pledge ^ ' , ,I securities, etc., of mortgage or hypotnecate any mort-| Company. gage or other security or any other

1 real or personal property held by

the company from time to time; (As amended, 1929.)

May charge forServices.

9. (p) The company may charge for,collect and receive for all or anyof the past or future services,

duties, trusts or things rendered, observed, executed or donein pursuance of any of the powers of the company, all agreedor reasonable remuneration, besides legal costs, usual andcustomary charges and expenses, even when the company isacting as guardian, executor, administrator, trustee, mandataryor in any other capacity where the services are by law orusually gratuitous. (As amended, 1929.)

10. It shall be lawful for Sher-brooke Trust Company to receivemoney on deposit, and to allowinterest on the same, and also for

the board of directors of the company to issue debentures ofthe company for such sums, not being less than fifty dollars,and in such currency as they may deem advisable, payable inCanada or elsewhere, not less than one year from the issuethereof, and bearing such rate of interest as they may deem

_.. advisable; provided always, thatProviso. ' the amount for which debentures

' may issue and remain at any timeunpaid, shall not exceed an amount equal to three times theamount of the actual paid-up capital of the company anddouble the amount of the reserve funds of the company.

Form of Deben-tures.

The debentures of the companymay be in the form of Schedule Ato this act, or to the like effect.

Such debentures and depositsshall be a legal investment for trus-tees and administrators under theprovisions of the acts of the Legis-

lature of the Province, 42-41 Victoria, Chapters 29 and 30.(As amended, 1929.)

Sherbrooke Trust Company

To be Legal In-vestment forTrustees.

Company notbound to see toexecution of anytrust in its shares,

..deposits, etc.

shall not be bound to see to theexecution of any trust, whetherexpress, implied or constructive, inwhich any share or shares of itsstock, or to which any deposit or

any other moneys payable by or in the hands of the said com-pany may be subject; and the receipt of the party in whosename any such share or shares or moneys stand in the books

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Certain receiptbe discharge.

of the company, shall, from time totime, be sufficient discharge to thecompany, for any payment of any

kind made in respect of such share or shares or moneys, not-withstanding any trust to which the same may then be subject,and whether or not the company has had notice of such trust;and the company shall not be bound to see to the applicationof the money paid upon such receipt.

May acquire RealEstate.

12. Sherbrooke Trust Companyshall have power to acquire and

J hold by purchase, lease or otherlegal title, houses, buildings and premises, and also real estatefor the purpose of constructing and building houses and otherbuildings thereon, and to lease, let, sell, convey and dispose ofthe said property, houses and buildings so acquired or erected

by the company; provided alwaysPromso. that the company shall sell the

— - - - - property so acquired within tenyears from the date of purchase thereof, and that any leasemade according to the provisions of section 14 -of this act,shall be held to be a sale within the meaning of this section.

May lease to in-tending purchaserunder agreementunder certain terms.

ij. Upon an agreement beingmade by the said company forthe sale of any house or other realestate held thereby, it shall be lawfulfor the company to execute, in

favour of the intending purchaser thereof, a lease thereof forthe time stipulated in such agreement of sale, as the limit ofdelay thereby fixed for the payment of the last instalment ofthe price therein agreed upon, at a rental corresponding in theamount and in the terms of payment thereof, with such priceand with the terms of payment of such price.

Lease under thisAct not to conveyownership.

If such lease appear by its termsto have been made under the pro-visions of this act, it shall not beheld to convey, to such intending

purchaser, any right in or to the property intended to be sold,or any real right therein whatever, nor shall the possessionthereof by the intending purchaser be held to be a possessionas proprietor, nor shall any lien or hypothec be created orattached thereon (notwithstanding that such lease shall con-tain a direct promise of sale of such property, so soon as the

conditions thereof shall have beenperformed), until the sum of moneyin such lease stipulated for, andevery part and portion thereof, shallhave been fully paid with, allinterest due thereon, nor until thecharges, conditions and obligations,

created by or due under such lease, shall have been fully paid,performed and fulfilled, and the agreement or promise of sale

shall be conditional on the fulfilment of all the covenants ofsuch lease.

If lessee fulfil con-ditions, etc.

14. If the intending purchaser orhaving accepted a lease

under this act, of the property in-tended to be acquired by him from the company, shall make allthe payments and perform all the conditions stipulated forby such lease, and shall fulfill all the obligations thereby im-

posed upon him, the said leaseshall thereupon and thereafter beheld to be and shall be equivalent

Lease held to vestproperty in lessee.

to a promise of sale of such property with possession, andshall vest the same in such intending purchaser in the samemanner and to the same extent as if it were an ordinary promise

of sale (promesse de vente), and shallWho may require give the right to the holder thereofexecution of deed of

company, a valid deed of sale of theproperty mentioned therein, containing warranty of title andagainst all charges thereon, other than those disclosed andagreed to be permitted to remain thereon; and all hypothecs

and privileges, whether conventionEffect thereof as to

al or legal, which were created bythe intending purchaser, during the

pending of the lease shall immediately thereupon attach to theproperty, according to their rank and privilege and the dateof their registration, in the same manner as if the same had beenthe property of such intending purchaser from the date ofsuch lease.

Power of Companyto retake possessionin default of pay-ment of threemonths ' instal-ments. Notice forsuch purpose. Ten-der of amountspaid, less certaindeductions.

15. If, at any time, three monthsarrears of the instalments stipulatedfor such lease shall become due andshall remain unpaid, the companyshall have the right to re-takepossession of the property intendedto be sold, upon giving to the in-tending purchaser or lessee twentydays notice to vacate and deliverback the same, and tendering to

him the amount by him actually paid on account of the in-stalments agreed upon in the lease, after the deduction there-from of interest at the rate of ten per cent, per annum on theprice agreed upon remaining unpaid each year, for the time dur-ing which the premises agreed to be sold remained in theoccupation of the intending purchaser, by way of rent for theuse and occupation of such premises, and also the cost of suchtender, the expense of tenant's repairs, and of restoring alldeterioration suffered by the premises so intended to be sold(reasonable wear and tear excepted), and all taxes, chargesand assessments which attach thereto by the occupationthereof by the intending purchaser or lessee, and which shallthen remain unpaid; all which charges and deductions shall be

a first and privileged charge upon the amounts so actuallypaid in by him.

Proviso if annualinstalments are lessthan certain per-centage of price.

But if the instalments payableannually under such lease shallamount to less than ten per centumupon such price, then and in thatcase, the amount to be deducted

for rental shall be the amount of instalments stipulated for in

16. If, at the end of twenty daysafter service of such notice andtender, the intending purchaser orlessee shall not vacate and deliverback to the company the premises

intended to be bought by him, the company shall have theright to cause him to be ejected therefrom by proceedings to betaken under the provisions of the first chapter of the secondtitle of the second book of the Code of Civil Procedure of LowerCanada, commencing with article 887, and in all respects inthe same manner and with the same delays as if such leasewere an ordinary lease.

The costs awarded to the com-pany in any such action shall alsobe a charge upon and be deducted

from the amount of money actually paid in by the intendingpurchaser.

17. Any tender made by the com-pany shall be held to be sufficientlymade if the company shall havebona fide used diligence to ascer-tain the amounts which it shall beentitled to retain out of the pur-chase money paid in by the intend-

Costs uponproceedings.

such

Tender to be validthough found to beinsufficient, if company used diligence

ing purchaser, notwithstanding that the amount tendered'not be precisely that which should have been so tendered

according to the provisions hereof; and in such case the company and the intending purchaser shall have the right to-recover, each from the other, the amount which may havebeen over or under tendered.

18. In the event of the surrender ofany property so leased, as aforesaid,and of the sum of money actuallypaid in by the intending purchaser

being insufficient to meet all the charges thereon and deductionstherefrom herein provided for, the company shall have the samelien, privileges and remedies as an ordinary lessor upon theeffects of the intending purchaser or lessee for the balance re-

maining due; provided always thatsuch balance does not exceed inamount the sum chargeable against

Proviso.

such intending purchaser, by way of rental for the use andoccupation of the premises intended to be sold, expense ofrepairs and the taxes, charges and assessments.

19. A copy of any by-law of thecompany, purporting to be signedby any officer of the company, shallbe received as prima facie evidence

Company maypresent petition tohave right in sharesdeclared.

20. If the directors of the companyshall entertain doubts as to thelegality of any claim to and uponany share or shares of the capitalstock, it shall be lawful for the

company to make and file in the Superior Court for LowerCanada, sitting in the District of Saint Francis, a declarationand petition in writing, addressed to the Justices of the saidcourt, setting forth the facts and praying for an order or judg-ment, adjudicating or awarding the said shares to the partyor parties legally entitled to the same, and by which order orjudgment the company shall be guided and held fully harmlessand indemnified and released from all and every other claim

for the said shares, or arising there-from; provided always that noticeof such petition shall be given to

Proviso as to notice.

the party claiming such shares, who shall, upon filing suchpetition, establish his right to the several shares referred to

in such petition; and the delays toplead, and all other proceedings insuch cases, shall be the same as those

observed in interventions in cases pending before the SuperiorCourt; provided also that, unless the said Superior Court

otherwise order, the costsexpenses of procuring such orderand adjudication shall be paid

Costs how paid.

by the party or parties to whom the said shares shall be declared lawfully to belong; and such shares shall not be trans-

ferred until such costs and expensesTransfer of shares

are paid, saving the recourse ofonly after paymentsuch party contesting his right.

The president, vice-presidentCoercive imprison

secretary or manager of the company shall be liable to coercive

imprisonment personally in those cases inexercising the same functions would be liable.

Coming into force.

22. This act shall come into forceon the day of its sanction. (Asamended, 1929).

Assented to April 4th, 1929.

SCHEDULE A

Debenture No. Transferable.Under the authority of an Act of the Legislature of the

Province of Quebec, Dominion of Canada.SHERBROOKE TRUST COMPANY promises to pay to

or bearerthe sum of on ̂

day of onethousand eight hundred and

at with interest at the rate ofper cent, per annum, to be paid half-yearly on presentation ofthe proper coupon for the same as hereunto annexed.

Dated at , the day

of 18For Sherbrooke Trust Company,

Secretary President.

COUPON

No. i.Half-yearly dividend due

18 , on Debenture No.issued by this Company on the d

°f , 18 forat per cent, per annum, payable at

For Sherbrooke Trust Company,Secretary. President.

(As amended, 1926).

of