The directors may make by-laws for the regulation of all matters in connection with the business of the bank, the duties and conduct of the employees, and the establishment of guarantee and pension funds for the staff.
The directors are required to obtain satisfactory security from all officers and clerks for the faithful performance of their duties.
A special general meeting may be called at any time for any purpose by four or more of the directors, or by at least twenty-five of the shareholders who own not less than one-tenth of the paid-up capital stock of the bank.
Votes of the shareholders at any meeting must be by ballot, and each shareholder has one vote for each share owned. Shareholders may vote by proxy, but no shareholder who is also an employee of the bank is allowed to vote.
The capital stock of the bank may be increased at any time by a by-law passed at a general meeting of the shareholders, subject, however, to the approval of the Treasury Board.
New shares issued must be allotted to the shareholders pro rata, on such terms as are fixed by the directors, with certain limitations as to the price, the amount and the frequency of the calls for payment thereof.
Provision is made for the reduction of the capital stock of the bank if such action should become necessary.
Shares of the capital stock of a bank shall be personal property. The manner of subscribing for shares and making calls thereon is provided for. Calls shall be made at the option of the directors, but such calls shall be payable at intervals of not less than thirty days, and in amounts not exceeding 10 per cent of each share subscribed.
There must be printed on each page of the stock book upon which subscriptions for new stock are recorded, and "on every document constituting or authorizing such subscriptions, on a part of the page and document, respectively, which may be readily seen by the person recording the subscription, or by the person signing the document, a copy of Section 125," which provides for the double liability of the shareholders.
No transfer is valid unless the stock has been accepted in writing by the person to whom the transfer is made, and the person transferring the stock has satisfied the bank as to any liability that may be due to it
The bank may open and maintain in any province in Canada in which it has one or more branches a share registry office, at which the shares of the shareholders resident in that province shall be registered. A list of all transfers of shares registered each day at the respective places where transfers are authorized shall be made up each day, and kept for the inspection of the shareholders.
The procedure in connection with the sale and transmission of shares under special conditions, such as writ of execution, marriage of female shareholders, lunacy, bankruptcy, death and the like, is set forth.
A bank is not bound to see to the execution of any trust, whether expressed, implied or constructive, to which any share of its stock is subject. A person holding stock as executor, trustee, guardian, etc., is not personally liable unless the trust is not disclosed.
At every annual general meeting the outgoing directors must submit a full statement of the affairs of the bank.
1 See Figure 2 for prescribed form for monthly statements.
A statement of the profit-and-loss account for the financial year next preceding the date of the annual general meeting must accompany the statement. These statements must be signed by the general manager or other officers of the bank next in authority, and on behalf of the board by the president or vice-president or any other two directors. Copies of these
statements must be sent to each shareholder of the bank and to the Finance Minister.
The directors must also submit to the shareholders such further statements of the affairs of the bank as the shareholders may require by by-law regularly passed.