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History of the Bank of Nova Scotia 1832-1900
The Act of Incorporation


Anno Secundo Guilielmi IV,
Passed the 30th day of March, 1832.

An Act to incorporate sundry persons by the name of “The President, Directors and Company of the Bank “of Nova Scotia.”

WHEREAS, the establishment of a public Bank at Halifax, will be greatly advantageous to trade and commerce, and otherwise advance the interests of. the Province, by increasing the circulating medium of business, and promoting a more extensive and beneficial employment of the resources and industry of all classes of its inhabitants. And whereas, several persons have associated themselves for the purpose of forming such an institution, and have applied for an act of incorporation for the same.

I.—Be it enacted by the Lieutenant-Governor, Council and Assembly, That William Lawson, Andrew Belcher, John Brown, Mather Byles Almon, James William Johnston, James Tremain, John Leander Starr, James Leishman, Joseph Freeman, John Albro, James Boyle Uniacke, Charles Roche, James Kerby, Alexander Murison, William Strachan, George Innes, William Macara, and all and every such other person or persons as shall from time to time become proprietors of shares in the said Corporation hereby established, and their successors, executors, administrators and assigns, shall be, and they are hereby united into a Company, and declared to be one Body Politic and Corporate, by the name of “The President, Directors and Company, of the Bank of Nova Scotia,” and by that name shall have succession and a common seal, and by that name shall and may sue and be sued, plead and be impleaded, at law or in equity, and be able and capable in law, to have, hold, purchase, get, receive, take, possess and enjoy, houses, lands, tenements, hereditaments and rents, in fee simple or otherwise, and also goods and chattels, and all other things real, personal or mixed, and also to give, grant, sell, let, assign or convey, the same or any part thereof, and to do and execute all other things in and about the same, as shall and may be thought necessary or proper for the benefit and advantage of the said corporation. And also, that they, the said President, Directors and Company, shall from time to time and at all times, during the continuance of this Act, and of the said Corporation, have full power, authority and license, to constitute, make and establish, such By-laws and Ordinances, as may be thought necessary for the rule and good government of the said Corporation. Provided such By-laws and Ordinances be not contradictory or repugnant to the Laws and Statutes of the Province, or of those in force within the same.

II.—And be it further enacted, That the Capital or Joint Stock of the said Corporation shall consist of Gold and Silver Coins, or Provincial Treasury Notes, to the amount, in the first instance and at the commencement of the said Corporation, of One Hundred Thousand Pounds, to be divided into Two Thousand Shares of Fifty Pounds each, and that fifty per cent, or one half part of the stock which shall be subscribed for, shall be paid on or before the first day of June next, and that the remaining half p^rt of such stock so subscribed shall be paid at such time or times, after the said first payment, as shall be agreed on and appointed by the Directors of the said Bank for that purpose, forty days previous notice being first given in the Gazette, and at least two other newspapers published in Halifax, of the time and place appointed for the payment of such second or future instalments. Provided that no second or other instalment shall be required to be paid until at least forty days after the payment of the said first instalment of Fifty per cent. Provided also, that if the whole capital or joint stock of One Hundred Thousand Pounds, shall not be subscribed for before the said first day of June next, that it shall and may be lawful for the Shareholders of the said Bank, in any By-law, passed under the authority of this Act, for the time being, to make such orders, rules and regulations, for the payment of any stock which shall be subscribed for after that period, or for any part thereof, or instalment thereon, and also, all other rules, orders and regulations, respecting the shareholders subscribing after the said first day of June next, as shall be just, reasonable and proper, for putting such shareholders, so subsequently subscribing, on a fair and equal footing with the shareholders, who shall have subscribed for any stock before the said first day of June next.

III.—And be it further enacted, That if any Shareholder shall neglect or refuse to pay all or any part of the share or shares subscribed by him and payable as herein directed, it shall and may be lawful for the Directors of the said Bank for the time being, forthwith, after such neglect or refusal, to sell and dispose of the share or shares, in the payment of which such default shall be made, to the best advantage; and the said Directors shall thereupon, out of the monies arising from the sale thereof, pay over to such shareholder the amount actually paid in by him on such share or shares, deducting first therefrom ten per cent, on the amount of his said share or shares to be retained by the said Bank, in lieu of all expenses incurred by such default. Provided always, that if any loss shall arise on the sale of such share or shares, no greater sum shall be paid to the said Shareholder than that at which such share or shares shall be so sold, deducting first therefrom ten per cent, as aforesaid.

IV.—And be it further enacted, That, whenever the business of the said Bank shall be thought to require a further and additional amount of its Capital or Joint Stock, it shall and may be lawful for the said shareholders at any general or special meeting to be called for that purpose, and of which due notice of not less than thirty days shall be given in at least the Royal Gazette, and two other newspapers published in the Town of Halifax, to increase the said Capital or Joint Stock of the said Bank, by the further sum of One Hundred Thousand Pounds, making the said Capital or Joint Stock in the whole, with such addition, of the amount of Two Hundred Thousand Pounds, and no more; and which said additional Capital or Joint Stock may be made and added, either in one gross amount and at one time, or at two or more distinct and separate times and periods, and in such amounts severally as shall be resolved and agreed upon at any separate and distinct meetings of the Shareholders as aforesaid, and all which said additional Capital or Joint Stock shall also be divided into shares of Fifty Pounds each, and paid in gold or silver Coins, or Provincial Treasury Notes.

V.—And be it further enacted, That all the said additional shares, to be so made and added to the said Capital or Joint Stock of the said Bank, shall be sold and disposed of at Public Auction, to the highest bidder and bidders, at such time or times, place or places, and on such terms, as the Directors of the said Bank for the time being shall appoint and direct, and of which said sale or sales, and of the said time and place thereof, public notice shall be first given in at least the Gazette, and two other newspapers published in the Town of Halifax, for at least thirty days previous to such sales, and that the said shares shall not be sold in lots of more than five shares each.

VI.—And be it further enacted, That the said additional shares, together with any advance or premium at which they may be respectively sold, shall be paid into the said Bank, within thirty days next after such sale, and the whole amount of such advance or premium, if any, first deducting thereout the charges of shch sale, shall be divided in equal proportion to and among all the shares in the Capital or Joint Stock of the said Bank, as well the additional as the original shares, and such dividend of the said advance or premium, if any, shall be declared and paid by the said Directors at the next semi-annual dividend, after the payment into the said Bank of the purchase money of the said additional shares.

VII.—And be it further enacted, That in case of default of payment of any of the said shares, and the advance or premium at which they may have been sold, within the said time so fixed for the payment thereof, it shall and may be lawful for the Directors of the said Bank, for the time being forthwith to sell and dispose of the said shares, in the payment of which default shall be so made, at their discretion, to the best advantage, and payment thereof shall be immediately made, and any advance or premium thereon shall be divided in the manner before mentioned.

VIII.—And be it further enacted, That the said Corporation shall have full power and authority to take, receive, hold, possess and enjoy, in fee simple, any lands, tenements and real estates, to any amount not exceeding Five Thousand Pounds. Provided, nevertheless, that nothing herein contained shall prevent or restrain the said Corporation from taking or holding real estate to any amount whatsoever under Judgment or by Mortgage, recovered or taken as collateral security for the payment of any sum or sums of money advanced by, or for debts due to, the said Corporation. Provided further, That the said Corporation shall on no account lend money upon mortgage upon lands or other fixed property, nor upon the security of any stock in the Bank, unless by way of additional security for debts contracted with the said Corporation in the course of its dealings.

IX.—And be it further enacted, That after the passing of this Act, whenever One Thousand shares shall have been sub- ' scribed of the said Capital Stock, and ten per cent, on the amount of such subscription have been paid in, before which no one shall have a right to vote for any purpose, a general meeting of the Members and Stockholders of the said Corporation, or the major part of them, shall take place by notice in one or more of the public Newspapers, ten days previous to such meeting, for the purpose of organizing the said Bank, and of making, ordaining and establishing, such Bye-laws, Ordinances and Regulations, for the good management of the affairs of the said Corporation, as the Members and Stockholders of the said Corporation shall deem necessary; and also for the purpose of choosing thirteen Directors, being Stockholders and Members of the said Corporation, under and in pursuance of the rules and regulations hereinafter made and provided; which Directors so chosen shall choose out of their number a President, and shall serve until the first annual meeting for choice of Directors, and shall have full power and authority to manage the concerns of the said Corporation, and shall commence the operations of the said Bank; subject, nevertheless, to the rules and regulations hereinafter made and provided; at which general meeting the Members and Stockholders of the said Corporation, or the major part of them, shall determine the mode of transferring and disposing of the Stock and profits thereof, which, being entered on the books of the said Corporation, shall be binding upon the said Stockholders, their successors and assigns, until altered at any other general meeting of the said Stockholders.

X.—And be it further enacted, That there shall be a general meeting of the Stockholders and Members of the said Corporation, to be annually holden on the first Wednesday in March, in each and every year, at Halifax; at which annual meeting there shall be chosen by a majority of the said Stockholders and Members of the said Corporation thirteen Directors, who shall annually choose one out of their number as President, and which President and Directors shall continue in office for one year or until others are chosen in their room; in the choice of which Directors, the Stockholders and Members of the said Corporation shall vote according to the rule hereinafter mentioned. Provided always, That seven of the Directors in office shall be re-elected at such annual meeting for the next succeeding twelve months of which the then President shall always be one.

XI.—And be it further enacted, That the Directors for the time being shall have power to appoint such officers, clerks and servants, as they or the major part of them shall think necessary for executing the business of the said Corporation, and shall allow them such compensation for their respective services as to the Directors shall appear reasonable and proper; all which, together with the expenses of buildings, house rent, and all other contingencies shall be defrayed out of the funds of the Corporation; and the said Directors shall likewise exercise such other powers and authorities for the well-regulating the affairs of the said Corporation as shall be prescribed by the Bye-Laws and regulations of the same.

XII.—And be it further enacted, That not less than seven Directors shall constitute a Board for the transaction of business, of which the President shall always be one, excepting in case of sickness, or necessary temporary absence, in which case the Directors present may choose one of their board as Chairman in his stead.—That the President or such Chairman shall vote at the Board as a Director, and in case of there being an equal number of votes for and against any question before them, the President or Chairman shall also have a casting vote.

XIII.—And be it further enacted, That no Director shall be entitled to any salary or emolument for his services; but that the Stockholders and Members of the said Corporation may make such compensation to the President as to them shall appear reasonable and proper.

XIV.—And be it further enacted, That no person shall be eligible as, or continue to be, a Director, unless such person is a Stockholder, and holding and owning not less than twenty shares of the Capital Stock of the said Corporation; and that no person shall be eligible as, or continue to be, a Director of the said Corporation, who is a partner or a member of, or a Director in, any other Bank within this Province, or a Director of any other Bank whatsoever. And if any Director of the said Corporation shall, while he is in office, cease to hold twenty shares in the said stock, or shall become a partner or member of, or Director in, any other Bank in this Province, or a Director in any other Bank whatsoever, such Director of the said Corporation, shall forthwith go out of office and cease to be a Director, and another Director shall be chosen in his stead as hereinafter directed.

XV.—And be it further enacted, That every Cashier and Clerk of the said Corporation, before he enters upon the duties of his office, shall give bonds with two or more sureties, to be approved of by the said Directors, that is to say, every Cashier in a sum not less than Ten Thousand Pounds, with a condition for his good and faithful behaviour, and every Clerk with the-like condition and sureties, in such sum as the Directors shall deem adequate to the trust reposed in him.

XVI.—And be it further enacted, That the number of votes which each shareholder shall be entitled to on every occasion, when in conformity to the provisions of this Act, the votes of the Stockholders are to be given, shall be in the following proportion, that is to say:—for one share and not more than two, one vote; for every two shares above two and not exceeding twelve, one vote, making six votes for twelve shares; for every three shares above twelve, and not exceeding thirty, one vote, making twelve votes for thirty shares; and for every five shares above thirty shares, one vote. Provided, that the number of fifteen votes shall be the greatest that any stockholder shall be entitled to have.

XVII.—And be it further enacted, That all Stockholders resident within this Province or elsewhere, may vote by proxy, provided that such proxy be a stockholder, and do produce sufficient written authority from his constituent or constituents so to act. Provided also, that no person shall hold more than three proxies.

XVIII.—And be it further enacted, That no member of said Corporation during one month, to be accounted from and after the passing of this Act, shall be entitled to hold or subscribe for more than twenty shares of the said Capital Stock; that if the whole of the said Capital Stock shall not have been subscribed within one month, so to be accounted as aforesaid, that then and in such case it shall be lawful for any stockholder to increase his, her or their; subscription to such amount as they shall think proper.

XIX.—And be it further enacted, That the Directors be, and they are hereby, authorized to fill up any vacancy that shall be occasioned in the office of President, or in the Board of Directors, by the death, removal, resignation, or absence from the Province for three months, or any incapacity of the said President, or any of its Members, and the person so chosen by the said Directors shall serve until the next succeeding annual Meeting of the Stockholders.

XX.—And be it further enacted, That notwithstanding any real estate which the said Corporation may at any time own or possess, the Shares and Interest of the Stockholders of and in the stock, fundyproperty and estate, of the said Corporation, shall be, and shall be held, deemed and taken, to be personal property to all intents and purposes whatsoever.

XXI.—And be it further enacted, That as soon as the sum of Fifty Thousand Pounds shall have been actually paid in on account of the subscriptions to the said Stock, notice thereof shall be given in the Royal Gazette and two other newspapers published in Halifax, and the Directors may commence with the operations and business of the Bank of the said Corporation. Provided always that no Bank Bills or Bank Notes shall be issued or put in circulation, nor any Bill or Note discounted at the said Bank, until the said sum of Fifty Thousand Pounds shall be actually paid in and received, on account of the subscriptions to the Capital Stock of the said Bank.

XXII.—And be it further enacted, That the shares or Capital Stock, shall be assignable and transferable according to the rules and regulations that may be established in that behalf, but no assignment or transfer shall be valid or effectual unless such assignment or transfer shall be entered and registered in a book, to be kept by the Directors for that purpose, nor until such person or persons, so making the same, shall previously discharge all debts actually due and payable to the said Corporation—That in no case shall any fractional part of a share, or other than a complete share or shares be assignable or transferable—That whenever any Stockholder shall transfer in manner aforesaid, all his Stock or Shares in the said Bank, or the same shall be transferred by Act of Law to any person or persons whatever, such Stockholder shall cease to be a member of the said Corporation.

XXIII.—And be it further enacted, That the said Corporation may conduct the Business of Banking in all its branches, except as is or may be otherwise prohibited by this Act, and may lend money on Cash Accounts with personal security only, and may generally deal in Bills of Exchange, Promissory Notes, gold or silver coin, or bullion, or in other the current monies of this Province, or in the sale of goods really and truly pledged for money lent, and not redeemed in due time, or in the sale of Stock pledged for money lent and not so redeemed: which said Goods and Stock so pledged, shall be sold by the said Corporation, at public sale, at any time not less than thirty days after the period for redemption and if upon such sale of goods or stock there shall be a surplus, after deducting the money lent, and interest, together with the expenses of sale, such surplus shall be paid to the proprietors thereof respectively.

XXIV.—And be it further enacted, That the joint stock or property of the ‘ said Corporation, shall alone be responsible for the debts and engagements of the said Corporation, and that no person or persons who shall or may have dealings with the said Corporation shall, on any pretence whatsoever, have recourse against the separate property of any present or future member of the said Corporation, or against their persons, except in the cases specified in this Act, further than may be necessary to secure the faithful application of the funds of the said Corporation.

XXV.—And be it further enacted, That in case any loss'or deficiency of the Capital Stock of the said Corporation1 shall occur from the official mismanagement of the Directors of the said Bank, the persons who are Stockholders at the time of such mismanagement shall in their private and individual capacities be respectively liable to pay the same. Provided, however, that in no case shall any one Stockholder be liable to pay a sum exceeding the. amount of the Stock actually then held by him in addition to the Stock so held by him.

XXVI.—And be it further enacted, That the holders of Shares or Stock in the said Corporation when this Act shall expire or be repealed, shall be chargeable in their private and individual capacities, and shall be holden for the payment and redemption of all Bonds, Bills and Notes which may have been issued by the said Corporation, and which may then remain unpaid; but only according to and in proportion to the share and interest which they may respectively hold in the Capital Stock of the said Corporation at the time of such expiration or repeal.

XXVII.—And be it further enacted, That every Bond, Bank Bill or Bank Note, or other instrument by the terms or effect of which the said Corporation may be charged or held liable for the payment of money, shall specially declare in such form as the Board of Directors shall prescribe that payment shall be made out of the joint fund of the said Corporation.

XXVIII.—And be it further enacted, That the total amount of the debts which the said Corporation shall at any time owe, whether by Bond, Bill or Note, or other contract whatsoever, exclusive of the sum due on account of deposits, shall not exceed treble the amount of the Capital Stock actually paid in by the Stockholders; nor shall there be due to the said Corporation at any one time, more than treble the amount of the Capital Stock paid in as aforesaid, and in case of any excess, the Directors, under whose administration and management the same shall happen, shall be liable for such excess in their individual and private capacities. Provided always, that the lands, tenements, goods and chattels, of the said Corporation, shall also be liable for such excess.

XXIX.—And be it further enacted, That the Directors shall make half-yearly dividends of all the profits, rents, premiums and interest of the said Corporation, payable at such time and place as the Directors shall appoint, of which they shall give thirty days previous notice, in the Royal Gazette and two other newspapers published in the Town of Halifax. Provided, That the said Directors shall not be compelled to make or declare any dividend at an earlier period than one year from and after the passing of this Act, unless they shall think it expedient and advisable to make and declare a dividend at an earlier period.

XXX.—And be it further enacted, That the books, papers, correspondence and funds, of the said Corporation, shall at all times be subject to the inspection of the Directors, but no Stockholder, not a Director, shall inspect any books or the account of any individual with the said Corporation.

XXXI.—And be it further enacted, That all the Bills or Notes, issued by the said Corporation, shall be signed by the President for the time being, and countersigned and attested by the Cashier, and shall be printed and made in stereotype plates, and all Bills or Notes so signed and countersigned, shall be binding on the said Corporation, although not under their seal, which Bills or Notes shall be payable by the said Corporation in gold or silver on demand, Provided always, that nothing herein contained shall extend or be construed to extend to authorise the said Corporation to issue or put in circulation any Bills or Notes for a less sum than twenty six shillings.

XXXII.—And be it further enacted, That in case the officers of the said Corporation in the usual Banking hours at the said Bank shall refuse or delay payment in gold or silver of any Note or Bill of the said Corporation there presented for payment, the said Corporation shall be subject to pay on the amount of such Note or Bill to the holder thereof, twelve per cent interest per annum from the day of such refusal to the time of payment.

XXXIII.—And be it further enacted, That the said Corporation shall be liable to pay to any bona-fide holder, the original amount of any note of the said Bank which shall have been counterfeited or altered in course of its circulation to a larger amount, notwithstanding such alteration.

XXXIV.—And be it further enacted, That the said Bank shall be kept and established at Halifax aforesaid, or at such other place as the Board of Directors may think it necessary to remove the said Bank to, on account of any great emergency, for the security thereof.

XXXV.—And be it further enacted, That the Directors shall, at the General Meeting, to be held on the first Wednesday in March, in every year, lay before the Stockholders, for their information, an exact and particular statement of the amount of debts due tomnd by the said Corporation, the amount of Bank Notes then in circulation, the amount of Gold and Silver, and also of Provincial Treasury Notes on hand, specifying the amount of each, and the amount of such debts as are, in their opinion, bad or doubtful; also the surplus or profit, if any remaining after deduction of losses and provisions for dividends, which statement shall be signed by the Directors, and attested by the Cashier, and a duplicate statement, so signed and attested, shall be transmitted to the Secretary of the Province, for the information of His Excellency, the Lieutenant Governor or Commander in Chief, for the time being. Provided always, that the rendering of such statement shall not extend to give any right to the Stockholders, not being Directors, to inspect the account of any individual or individuals with the said Corporation.

XXXVI.—And be it further enacted, That any person or persons nominated and appointed by the Lieutenant Governor or Commander in Chief for the time being, or any Joint Committee, hereafter to be appointed by the Honorable the Legislative Council and the House of Assembly, for the purpose of examining into the proceedings of the said Corporation, shall at any time, either during the Session or Prorogation of the General Assembly, have free access to all the books and vaults of the same. Provided that no person shall have such access who is a Member or Partner in, or Director of any other Bank in the Province or any other Bank whatsoever, and that such person or Committee shall not be authorized to inspect or investigate the account of any individual or individuals with the said Corporation; and provided further, that no person shall be on the said Joint Committee who is a Member in, or Director of, the said Corporation.

XXXVII.—And be it further enacted, That if upon such examination or upon the exhibition of the yearly account of the debts due to and from the said Corporation, and of the property and effects thereof, it shall appear to the satisfaction of the Legislature of this Province, if then in Session, or to the Lieutenant-Governor, if the Legislature be not in Session, that the Capital of the said Corporation has been diminished by losses and bad debts to one half of the amount of the Capital or sum subscribed, that then the said Corporation shall be dissolved if the Legislature be in Session, by an Act of the Legislature of this Province to be forthwith passed for that purpose, or, if the Legislature be not in Session, by Proclamation to be forthwith issued by the Lieutenant Governor of this Province for that purpose.

XXXVIII.—And be it further enacted, That any number of Stockholders, not less than fifty, who, together, shall be Proprietors of five hundred shares, shall have power at any time, by themselves or their proxies, to call a general meeting of the Stockholders, for purposes relating to the business of the said Corporation, giving at least thirty days previous notice in the Royal Gazette, and two other newspapers, printed and published in Halifax, and specifying in such notice the time and place of such meeting, with the objects thereof, and the Directors, or any seven of them, shall have the like power, at any time, upon observing the like formalities to call a general meeting as aforesaid.

XXXIX.—And be it further enacted, That on any dissolution of the said Corporation immediate and effectual measures shall be taken by the Directors then in office, for closing all the concerns of the said Corporation, and for dividing the Capital and Profits which may remain, among the Stockholders, in proportion to their respective interests. Provided always, that notwithstanding such dissolution, it shall and may be lawful to use the said -Corporate name, style and capacity, for the purpose of suits, for the final settlement and liquidation of the affairs and accounts of the said Corporation, and for the sale and disposition of the Estate, real, personal and mixed, thereto belonging; but not for any other purpose or in any other manner whatsoever, nor for a period exceeding four years after such dissolution; and that the Directors in office at the happening thereof, shall during the said four years if necessary continue in office, and shall be charged with, and shall take effectual measures for, closing the concerns of the Corporation, and dividing the remaining Capital and Profits among the Stockholders, according to their respective interests therein.

XL.—And be it further enacted, That this Act shall continue and be in force for fifteen years, and from thence to the end of the then next Session of the General Assembly.


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