1917-09-17

[Stage Direction]
A message from His Excellency the Governor General presenting further supplementary estimates for the year ending March 31, 1918, was presented by the Hon. J. D. Reid (Minister of Customs) read by Mr. Speaker to the House, and referred to the Committee of Supply.


[Stage Direction]
Rt. Hon. Sir ROBERT BORDEN (Prime Minister) laid on the table of the House Orders in Council appointing registrars under the provisions, and for the purposes, of the Military Service Act, 1917, for the provinces of Ontario, Manitoba, Saskatchewan, Quebec, New Brunswick, British Columbia, Prince Edward Island and Alberta.
Sir WILFRID LAURIER:: May I suggest that they be printed forthwith?


Sir ROBERT BORDEN:: They only give the names. I shall read them:
Ontario-Glyn Osier, Esq., Barrister at Law, Toronto.
Manitoba-E. R. Chapman, Esq., Director of National Service for the province of Manitoba, Winnipeg.
Saskatchewan-A. L. Haining, Esq., Director of National Service for the province of Saskatchewan, Saskatoon.

Quebec-Eugene Godin, Esq.. K.C., Montreal.
New Brunswick-William A. Ewing, Esq., K.C., St. John.
British Columbia-Robert S. Lennie, K.C., Vancouver.
Prince Edward Island-William W. Stanley, Esq., merchant, Charlottetown.
Alberta-John M. Carson, Esq., Barrister at Law, Calgary.


Mr. A. K. MACLEAN:: Is Nova Scotia mentioned in that list?


Robert Laird Borden: No registrar has yet been appointed for Nova Scotia. I think some inquiry has been made of a gentleman in that province as to whether he would be willing to undertake the duties. I presume no reply has yet been received and for that reason no appointment has yet been made.



PRINTING OF PARLIAMENT.

Mr. J. A. CURRIE moved:: That the recommendations contained in the third, fourth, and fifth reports of the Joint Committee of both Houses on the Printing of Parliament be concurred in,


Robert Laird Borden: I would like my hon. friend (Mr. Currie) to allow that motion to stand until we have had an opportunity of examining the reports.


John Allister Currie: The fourth report is the only one that deals with the question of public printing. The third and fifth reports might go through.


Robert Laird Borden: I do not know what they are.


John Allister Currie: They simply deal with the documents that should not be printed.


Mr. SPEAKER:: I would recommend that the motion should stand. I am not so sure that it does not embrace a portion of a report which the Printing Committee made and which is ultra vires. I suggest that the motion stand until to-morrow and in the meantime I will inquire into the report.
That on and after Saturday the seventh of July, proximo, and on Saturdays until the end of the present session, the House shall meet at 3 o'clock in the afternoon, and the Order of Precedence on Saturdays shall be the same as on Fridays.
did not make rule 17C, which provides that
On Friday when the Order of the Day is called for the House to go into Committee of Supply or of Ways and Means Mr. Speaker shall leave the Chair without putting any question.
also apply to Saturday. I find, on examination of the Journals, that the practice of the House has not been uniform since the adoption of the new rule, though under similar conditions in sessions previous to the present one there are only two instances when a motion has been made to go into Supply on a Saturday. I do not consider, however, that the rule has been long enough in existence to support the view that the House has adopted any particular practice upon the question, especially as the point has not heretofore been raised. The wording	of the Order of the
House of the 22nd of June merely relates to the Orders of Precedence, which is regulated by rule 25, and 1 do not think that its terms are wide enough to include rule 17C, which is a rule of procedure specifically confined to two named days. In my opinion, therefore, the point of order taken by the hon. member for St. John was well taken.



CANADIAN EXPEDITIONARY FORCE.


Wilfrid Laurier: The other day the hon. the Minister of Militia and Defence (Sir Edward Kemp) gave us some information with regard to the casualties in the Canadian Expeditionary Force and he promised to bring down a detailed statement.


Sir EDWARD KEMP:: In answer to my right hon. friend the leader of the Opposition (Sir Wilfrid Laurier), I beg to present the following statement:
Motion allowed to stand.



THE PROCEDURE OF THE HOUSE.


[Stage Direction]
On the Orders of thg Day:
Edgar Nelson Rhodes: On Saturday the hon. member for St. John (Mr. Pugsley) raised >a point of order that the Order of the House of the 22nd of June made upon the motion of the right hon. the Prime Minister (Sir Robert Borden):
Statement of Casualties of the Canadian Expeditionary Force Reported to Militia Headquarters During the Period From August 16 to 31, 1617, inclusive.
Other
Officers. Ranks. Totals.
Killed in action	
70	837	907Died of wounds	12	301	313Wounded	288	5,895	6,183Prisoners of war	
3	8	11
Died whilst prisoners of
war	
2	2Missing	
24	121	145Died of disease	
4	21	25461	7,185	7,586


[Stage Direction]
On the Orders of the Day:
Hon. CHARLES MURPHY:: Mr. Speaker, for t)he purpose of asking a question, may I direct the attention of the right hon. the Jeader of the Government (Sir Robert Borden) to a cable despatch which appeared in all papers on Thursday last, the 13th mst., and which is as follows:
Adelaide, South Australia, Sept. 13-The Director General of Recruiting states that arrangements have been made to send 50,000 of the original Australians home for the holidays, irrespective of whether similar reinforcements are sent. The Director General believes that the.visit of these gallant men will give a great stimulus to recruiting.
I would like to ask my right hon. friend it he has any information in regard to the subject of this cablegram; if so will he communicate it to the House, and whether any such steps as that which is alleged to have been taken by the Australian Government is contemplated by this Government with reference to the Canadian troops?


Robert Laird Borden: We have no official confirmation of the particulars of this despatch. I shall make inquiry by cable and ascertain whether there is any foundation for it.


[Stage Direction]
On the Orders of the Day:
Mr. GAUVREAU:: According to news received from my riding, the judge is under the impression that the person to be chosen for appointment to the local tribunal must have-residence in the place selected for the tribunal. Is that the law, or can he be chosen from another place than his place of residence?


Mr. DOHERTY:: The law makes no j)ro-viision requiring that a man should he taken from the locality. It is a matter for the judge in making the appointment to appreciate the qualifications of the man. If I were asked for a personal opinion, I should say that, generally speaking, a thoroughly competent local man might present advantages that another would not.



CANADIAN EXPEDITIONARY FORCE.


[Stage Direction]
On the Orders of the Day:
Albert Edward Kemp: The hon. member for Pictou (Mr. Macdonald), on Saturday, inquired whether 
any new order had been made regarding officers who had returned from overseas and who wished to return to civil life. The only militia order that could possibly have any bearing on that question was issued on June 2G, 1917. A circular letter has also been sent out, hearing date 29th August, 1917.


Mr. MACDONALD:: Perhaps the minister would read the circular letter.


Albert Edward Kemp: It reads:
Department of Militia and Defence. Circular Letter.
Ottawa, 29th August, 1917.
(H.Q. 54-21-50-44.) From-The Adjutant General, Canadian Militia.
To-All Officers Commanding Districts. Retention of officers in Canada on leave.
Sir,-I have the honour, by direction, to inform you that the following cable has been received from the C.O.M.F. authorities overseas :-
"Do 1266-August 15th-Owing to number of officers now available here considered officers now on'leave in Canada number approximately 250 should he given opportunity of being retained for duty there or to resume civil occupation if they so desire.. Not desirable in my opinion officers on leave on medical grounds should be returned unless fit for general service expiration of leave. Requested names of officers retained should be cabled this headquarters."
2.	In view of this cable it is requested that you will please furnish Militia Headquarters, as soon as possible, the names of all those officers, C.E.F., at present in Canada on leave from overseas, and who are still on the strength of the C O.M.F., who wish to return overseas, and those who wish to remain in Canada.
3.	With regard to those who remain in Canada, it should be explained to them that, if possible, they will be given further employment but if you have no employment available for them they will be struck off the strength of the C.E.F., and, 'if eligible, transferred to the strength of the C.E.F. Reserve from the date on which their leave expires.
4.	It is requested that in ascertaining the opinions of the officers in the District under your command that the purport of the cable received from England, and the whole matter should be made clear to them.
I have the honour to he, Sir,
Your obedient servant,
(Sgd.) W. E. Hodgins, Major General,
Acting Adjutant General.
- PRIVATE BILLS.



GORDON DIVORCE BILL NOT REPORTED FROM COMMITTEE.

[Stage Direction]
Resuming the debate on the proposed motion of Mr. Edwards, " That Mr. Speaker do now leave the Chair for the House to go into Committee of the Whole on Bill No. 126, intituled: "An Act for the relief

of Albert Edwin Gordon," and the proposed motion of Mr. Steele in amendment thereto (resumed from September 7.)
Mr. HUGH GUTHRIE (South Wellington):: Mr. Speaker, I was addressing the
Chair when the hour for Private Bills expired on the 7th September. I wish merely to add that I think every member has received a complete copy of the evidence. Having gone over the matter with some care, and having given it the best consideration I am able to bestow on it, I feel that my vote in the committee was fully justified by the evidence. I think the respondent has been guilty of such conduct as to entitle her husband to the divorce asked for. I think, on the other hand, there has been no evidence of condonation on the part of the husband sufficient to deprive him of the relief he now seeks. During the married life of these parties there have no doubt been occasions when both have been more or less blameworthy. But the acts of adultery charged against the wife in these proceedings all took "place after a separation which had been agreed upon between the parties. I have no hesitation in coming to the conclusion that this petitioner is entitled to the relief which he asks.	.
The adaption of the amendment, which proposes to refer the Bill back to the Private Bills Committee for further consideration, would probably result in killing the Bill for this session. This unfortunate petitioner had a Bill before Parliament in 1915, but the time elapsed and no conclusion was to come to. He came again this year in good time-the evidence was taken in the Senate in June-and it would be a grave hardship if the House did not take some action on it at this time, instead of referring it back to the committee, which will probably not meet again during the present session.
Amendment (Mr. Steele) declared lost on the following division:

Messieurs:
Armstrong (Lambton). Bennett (Simcoe), Boivin,
Copp,
Currie,
Doherty,
Donaldson,
Gauvreau,
Graham,
Hartt,
Hughes
(Kings, P.E.I.)* Hughes (Sir Sam), Kyte,
Lapointe
(Kamouraska),
Laurier (Sir Wilfrid), Lewis,
McKenzie,
Morphy,
Morris,
Morrison,
Nicholson,
Oliver,
Papineau,
Robidoux,
Sexsmith,
Shepherd,
Steele,
Taylor.-28.

Messieurs:
Bennett (Calgary),
Borden (Sir Robert),
Boyce,
Boys,
Burrell,
Carvell,	*-
Charlton,
Clark (Bruce),
Clark (Red Deer),
Cockshutt,
Crothers,
Davidson,
Foster (Sir George),
Glass,
Guthrie,
Henderson,
Kay,
Kemp (Sir Edward),
Loggie,
Macdonald,


Edgar Nelson Rhodes: The question is on the
main motion.


Mr. CARVELL:: Before this vote is taken,,
I want to point out the unfortunate position in vvhich I find myself with regard to this Bill. I do not know whether I ought to vote or not, but I desire to show the utter absolute nonsense of granting divorces by the Parliament of Canada-


Some hon. MEMBERS:: Hear, hear.


Frank Broadstreet Carvell: -and the necessity of
having a divorce court, if divorces are to be granted. I suppose that I am to blame in this matter. I should have taken the trouble to read the evidence, but I am pretty busy, and I have not had the time to read it. I am asked to sit here as a judge, and render a decision on such a serious matter as dissolving the marriage contract between man and wife, and I have to do that without the faintest knowledge in the world as to what I am doing. All I can do is to accept the judgment of those who have dealt with the case. I understand the Bill has received the endorsement of the committee of the Senate and the committee of the House of Commons. I presume they have gone over the evidence. I must take it for granted that these committees have -given the case their best consideration and while I understand these committees were pretty nearly evenly divided, yet the majority in both committees decided in favour of granting divorce, and all I can do is to accept the decision of the majority of those committees, and vote accordingly, or else retire from the Chamber. I take this oc-cassion to point out the absurdity of the whole proposition.


Robert Laird Borden: My hon. friend is aware that a joint committee of the Senate and House of Commons is endeavouring
Maclean (Halifax), McCurdy,
McLean
(Queens, P.E.I.), Meighen,
Northrup,
Pugsley,
Reid,
Roche,
Rogers,
Smith,
Stewart (Lunenburg), Thoburn,
Tremain,
Turriff,
Wallace,
Weichel,
Wilson (Wentworth).
o r

at the present time to bring about some reformation in the procedure to which he refers. I do not think the question to which my hon. friend has addressed himself, would arise on this particular Bill until the House goes into committee. I voted against the amendment because when the House goes into committee there is opportunity to discuss the evidence and consider whether or not the Bill should be reported. If the committee, with the evidence before them, come to the conclusion that the evidence is not sufficient to justify the granting of the divorce, then this House would not be justified in reporting the Bill. If, on the other hand, the majority of the committee decide that the evidence is sufficient, the Bill should be reported, and go through, in the ordinary course. That was my reason for voting in favour of referring the Bill to committee.


Mr. W. H. BENNETT:: When the Bill was before the committee I voted against granting the petition for two reasons: the first was that the evidence was not before the House. I also voted against it because I had heard part of the evidence discussed and I believe the parties should be left where they were. The woman is not an angel, as hon. gentlemen will see "by reading the evidence, and the man is certainly not a very good man.


Edward Mortimer Macdonald: The question before the House is purely judicial. This House is acting in a judicial capacity, in a line with the action of a court of appeal dealing with the decision of a court of first resort. In the trial of the case, the judge has the opportunity of seeing the witnesses, of observing their demeanour and forming those impressions which,,in a case of this kind, ought to be the deciding element in any matter where there is a conflict of testimony. I entertain much the same views as my hon, friend from Carle-ton (Mr. Carvell) with regard to the almost ridiculous method by which in certain provinces in Canada people have to come to Parliament in order to dissolve the marriage ties.- But, pending 'Some reformation and some change, we have to perform our judicial duties in that respect. I have the utmost confidence in the gentlemen who compose the Senate Divorce Committee. The chairman of that committee is a well known and distinguished member of the bar in my own province, a man in whose integrity and capacity I have the greatest confidence. I believe the members of the tribunal which deals with these matters in the Senate are the best judges of the evi-
dence. I think we in this House ought to accept the conclusions arrived at by that committee, unless we have evidence indicating that they were departing from the general rules and principles which guide them in divorce cases. Unless a lobby is made, or pressure brought to bear, or some efforts are put forth to influence individual members of this House in particular cases, we should, I think, be disposed, if we were performing our duty, to accept the verdict of the men who compose that Senate Divorce Committee. It would be wrong to adopt any other course, unless hon. gentlemen had given the greatest possible attention to the evidence, and had undertaken to perform those functions which a judge of the court of appeal would perform, in reviewing the evidence taken before a subordinate court. I have not done that, and I believe few hon. gentlemen in this House have read the evidence. I think the sound rule is that we should accept the decision of the men who have passed judgment upon this evidence. It is a well known principle of law that appeal tribunals will not reverse the decision of a court of first instance, and more particularly the verdict of a jury, where the demeanour of the parties, their character, their antecedents and all these questions are at the very basis of a proper determination. That principle should be followed in regard to divorce cases.
Every hon. gentleman who has taken part as counsel in divorce cases before the courts of this country knows that these are the determining factors in the decisions m such cases. In view of the fact that our Junction is a purely judicial one; that we are acting as an appellate tribunal, it is the bounden duty of this House, there being no evidence that the other court, the . Senate, erred grievously or overlooked some important consideration in coming to the conclusion which they did, to accept the judgment of the Senate.
Air. G. W. KYTE (Richmond); I do not accept the suggestion of the member for Pictou that the House of Commons is an appellate tribunal taking cognizance, as it were, of an appeal from the Committee of the Senate or the Committee of the House of Commons. In my judgment, we are the tribunal. We as the House of Commons delegated certain functions to the Privat<-Bills Committee. These functions having been discharged, it is for us to consider whether or not the Committee of the House of Commons properly discharged their functions, having regard to the evidence

[DOT]which was submitted to them for their consideration. I do not desire to enter into any examination of the evidence that is to be found in this rather bulky volume which has been placed on the desks of members oi the House. I desire to say only that I read the evidence carefully and I cannot satisfy myself that any evidence has been disclosed to justify the House of Commons in passing this Bill. The most that has been 'alleged against the respondent i3 matter of inference which has ^ been explained. No direct evidence is alleged against her of having committed the only offence for which we should be justified in passing this Bill. The suggestions which have been made by the witnesses for the petitioner have been completely set aside by the absolute denial of the respondent herself and of the other witnesses, persons whose names were associated with hers. That being the case, there is nothing for this House of Commons to do but to vote against the Bill.


John Allister Currie: Mr. Speaker, when this Bill was before the House on a previous occasion I was strongly of the opinion, as I always have been, that it is not proper for the House to interfere with the rulings of the committee; that this House should not discuss these divorce eases or turn itself into a divorce court.. After reading the evidence, however, I have reached a conclusion quite in line with that held by the majority of the legal gentlemen who have spoken. I wish the House to note this: there was a judicial .separation between these .parties before a judge, and this woman was granted alimony amounting, I think, to $1,000 a year an amount which was subsequently reduced to $800 a year. This woman is entitled to that alimony now, and if she has been so wicked that it is necessary to have a divorce the facts in the .matter should have been first brought before the judge who granted the alimony. The judge could have deprived her of the alimony, and the husband could then have come with clean hands to this House and to the Senate and said: "the courts have virtually thrown out this woman's case; I want the House now to give me a divorce." If the House passes this Bill it will be interfering with a decision of the courts-and I should he the last person in the House to siay that the judge did wrong. If this husband has a case against the woman let him go and get the alimony cancelled. From a reading of the evidence it seems to me that the idea
on the part of the husband is to get the House to grant him a divorce so that he may avoid the payment of $800 a year to his wife. This House, therefore, should proceed slowly and cautiously. The husband had recourse; he could have gone to the count, asked for a review of his case, and, upon the evidence that is now before us, requested that the alimony he struck off. He has not done that. He has passed by the courts; he comes to this House and wants ns to give him something which he knows the judge would not give him. For that reason I intend to vote against the second reading of the Bill in this House. This man ought to have another year during which to pay alimony to this woman-and to see whether he can find greater grounds for divorce than those which he has submitted. I repeat that he should go before the judge who granted the alimony; if the judge decides that the woman is unworthy, he will strike off the alimony and the husband can come here with clean hands and ask for a divorce.


Mr. W. B. NORTHRUP (East Hastings):: Mr. Speaker, I quite agree with a previous speaker who called attention to the pitiable state of the law in this country, when a body such as this has shown itself to he is asked to grant or to refuse a divorce. The hon. gentleman who has just spoken (Mr. J. A. Currie) is opposed to this divorce on certain grounds which he has stated. He is going to oppose this divorce and expects others 'who have listened to the chanting strains of his voice to vote in the same way upon the grounds that he has put forward. The only possible objection to be taken to the grounds that he put forward is that there is not the slightest shadow of foundation in fact, good, bad or indifferent, for practically -anything that he said. The hon. gentleman said that the wife brought action for alimony; that the action was heard before a learned judge, and that alimony was granted. I hold in my hand the judgment of the court in the case which was tried, and I may point out that the good lady did not bring -action for alimo-ny; therefore the judge did not grant her alimony. My hon. friend wonders wiry the petitioner did not- go to the judge and get his divorce from him. Perhaps no better reason could be given than the fact that the judge in an Ontario court ha-s no mor-e authority to grant a divorce than the doorkeeper of the House of Commons has., The hon. gentleman speaking against the sec-

ond reading of this Bill, seeks to prevent a man from obtaining what, if the evidence entitles him to it, is this right, not a favour. He opposes the granting of the divorce upon grounds which are absolutely and wholly without foundation.


John Allister Currie: I did not say that the woman could go to the judge and get a divorce. I said that the man could have his case reviewed by the judge, and that if the judge thought that the woman had done wrong, he could deprive her of the alimony. Then the husband could come here and ask for a divorce with clean hands. That is all I said.


William Barton Northrup: The hon. gentleman has-re-stated his position. He says that the man should go back to the judge and get him to cut down the woman's alimony, if it could be shown that she had committed wrong. As a matter of fact, the judge found that she was guilty, and he pointed out that he had no authority under the laws of Ontario to grant a divorce. The amount which she was being paid, $100 p month, was being paid to her under an agreement with her husband, which agree-men is printed in the evidence before the House. Under that agreement she was to receive $100 a month unless she should be guilty of some act entitling him to a divorce. The learned judge found that she was guilty; he did not feel that he could deprive her of the whole of the $100 a month, so he cut the amount down to $800 a year. Inasmuch as the motion before the Chair is that we go into committee, perhaps it would be out of place for me now to occupy the time of the House in going into evidence. May I point out, however, that this case has been before our Ontario courts; a judge has made a certain finding. The evidence has gone before a committee of the Senate and the committee has found in the same way; the evidence has gone before a committee of this House, and they have made a similar finding.
When we find all these' bodies deciding that the petitioner has a case and when we find the rule of procedure laid down 88 is in Bourinot Third Edition, page 787, it should be only an exceptional case in which the House should depart from the general principles that guide them in the consideration of Private Bills and it should interfere as little as possible with the decision of a committee that has fully studied the question. Under all these circumstances, I think this House might well allow this Bill to pass into the committee stage, where, if necessary it can be dis-
cussed. I sincerely hope that hon. gentlemen, who are opposing this divorce, will appreciate the situation in the Senate when they at first decided not to print the evidence, which is most painful, most humiliating to one of the parties, evidence which any hon. member cannot discuss in this House without loss of self respect and evidence which I would be exceedingly sorry to see placed upon the pages of Hansard, I hope, when the matter comes to a vote, the Bill will be allowed to carry. When it goes into the committee stage, I hope those hon, gentlemen in the committee who, under no circumstances, would vote for a divorce, will abstain from voting. If those hon. gentlemen who have not read the evidence will abstain from voting, and if only those hon. gentlemen who have read the evidence will vote, either for or against the divorce as they think the evidence justifies, then I have no hesitation in saying that the divorce will be granted.


Mr. MORPHY:: I cannot for a moment agree with the hon. member for East Hastings (Mr. Northrup) in his presentation of this case to the House. I quite agree that it is very difficult, unless one reads the evidence thoroughly to appreciate and understand the case. The evidence in this divorce case is the bulkiest that, in my [DOT]recollection, has ever been presented to Parliament. The feature of the case that presents itself most keenly to my mind is the remarkable difference of opinion which has existed in those bodies which have had to do with the Bill. In the Senate committee I understand the vote in favour of reporting the Bill was either five to three, or three to two. iln the Private Bills Committee of the House the vote in favour of reporting the Bill was nine to eight. When two representative committees have had so much doubt that the division has been practically equal, _ it forces my mind to the conclusion that, before this divorce is granted,-not that hon. members should abstain from reading the evidence, a6 is argued by my hon. friend from East Hastings,-but that when so much is at stake, every hon. member should consider it his bounden duty, before he votes in favour of this Bill, to read the evidence and to justify 4 p.m. his vote by the knowledge gained from that study. My hon. friend from East Hastings is making a most specious argument when he suggests, that hon. members who represent the people should abstain from the exercise of their functions

in regard to a Bill fraught with such tremendous consequences to both parties to this issue. When there is such a cleavage in two bodies, showing a division of opinion and that men who have heard and read the evidence have great doubt, would it be safe to grant a divorce? If this Bill be carried, it may be carried by the vote of an hon. member who has newer read the evidence, who has seen none of the witnesses and who knows nothing whatever about the matter. I cannot conceive it possible that, iu the Parliament of Canaaa, any such haphazard, reckless method, as is asked for here of deciding a question, should become effective. It is only apropos to discuss a little of the evidence at this stage to bear out the opinion I hold. Gordon the husband admits that he has no personal knowledge of his wife's adultery. He says that this evidence is derived only from paid private detectives employed by him to follow his wife. After having entered into an agreement with her that she should not be put under espionage, that she should live as a feme sole, free from any of his espionage, he immediately put private detectives on her track and kept them there for two years. Lord Halsbury, in speaking of the evidence of private detectives, says that the court looks with strong suspicion upon such evidence. That is the only evidence presented, as I see it, in this case.


William Barton Northrup: Not at all.


Hugh Boulton Morphy: That class of evidence
covers the only main points relied upon in this case. What are the main points? In the first place, these people were married and lived together for about ten years, and had two children, the boy about fourteen years old and the girl about twelve years old now. During the whole of that period there is no contention of any immorality on the part of the wife, but there were temperamental disagreements. During these disagreements, this man, who is said to come before Parliament with clean hands has been proved, on the evidence itself, pages 93 and 94, to have behaved brutally towards his wife. I ask the hon. gentlemen supporting this Bill to point out where there is any denial in toto of this brutality. This is a man who, it is claimed, with clean hands, is asking this, the highest court in the Dominion, to grant him a decree. In equity and good com science, that cannot be done if the things given in evidence are true. This high court of Parliament is not going to extend its beneficence and judgment in favour of one
guilty of such brutality. Surely we have come to a pretty pass when men of that kind have the temerity to ask Parliament for relief, if those actions of his are true, as the evidence shows they are.
The couple finally separated under a written agreement which the hon. member for East Simcoe (Mr. Bennett) has referred to. By that agreement Mrs. Gordon was to obtain $1,200 per year. He was to keep the children, 'and she to see them daily, Sundays and holidays excepted. On one occasion he refused to give her this money, and she was compelled to bring action against him in court; and to get her rights under that agreement she had to pay $100 in costs to a Toronto lawyer. After the separation under that agreement he assaulted her twice, and she had him -summoned to the Toronto Police Court (the evidence will be found on page 100). She was fighting all the time for protection against this man, who sought to drive her from home by assaults and brutalities. Would it be surprising if a woman did not keep virtuous under such circumstances as those? But the evidence apparently shows that she did keep virtuous. With all due deference to those who take a different view, I can discover no direct evidence that this woman was guilty of any impropriety warranting the petitioner in suing for divorce.
The detectives that Mr. Gordon put upon his wife's trail for a period of over two years-he paid them, instead of paying his wife the alimony she was entitled to-found that there "were two occasions upon which the petitioner relied to prove adultery. The first occasion was on a visit she paid to a dressmaking establishment in Toronto, in the company of a respectable gentleman, an acquaintance of hers for many years, whose name I will not mention, but a man of good standing and of respectable family. The other occasion was when she went into the vestibule of this same gentleman's office. No charge had ever been made by the husband against this gentleman. He stood in the light of day absolutely as a friend and nothing else. In the whole two years, the detectives who had been on Mrs. Gordon's trail day and night could discover only two occasions on which she was seen in company with this gentleman. The evidence disclosed that on the first occasion they went to this dressmaking establishment at a reasonable hour in the evening, Mrs. Gordon carrying a parcel, and it is pointed out 'that in Toronto the ordinary dressmaking establishment, not the higher class ones, has no de-

livery van, and the people are in the habit of carrying with them the material that is to he made up. The allegation is made that this was a house of ill-fame. That is an inference, and an inference only. The Toronto police 'had watched this place, but had never come forward to say that it was such. But whether it was so or not, I contend that befoj-e this woman should suffer for going to a dressmaking establishment, which, perhaps, possessed a name other than a good one, it is incumbent upon Mr. Gordon to show that his wife knew it. She swears that she knew nothing of the kind. There is not a tittle of evidence to show that his wife knew it was a house of ill-fame, even if it actually was such, and I submit that the evidence is to the effect that it was not a house of that kind. Mrs. Gordon denies absolutely that -she knew anything against the house. There was no impropriety or even noise observed around the place by the police when Mrs. Gordon was there. It wa-s not -a disorderly house. Gordon asks the committee and this House to infer knowledge upon the part of Mrs. Gordon. I submit that it would be ridiculous to ask us to draw such an inference.
The other occasion was one evening when Mrs. Gordon and this gentleman entered the 'building on Adelaide street, near Yonge, where his office was, in order to get an umbrella. The petitioner asks the committee to infer that Mrs. Gordon went up three flights of stairs to itJhds man's office, and there committed the act complained of. But there is not a tittle of evidence furnished even by the private detectives to show that she went up three flights of stairs. She swears she never left the vestibule, but stood there while he got his umbrella, and then they both left together. These are the two chief -acts relied upon by the petitioner to show, purely 'by inference, that he deserves the relief for which he is praying.


William Barton Northrup: How long does she swear she was there?


Hugh Boulton Morphy: I do not care how long. My hon. friend can fix it for himself any way he likes. The evidence is entirely unsupported; there is no corroborative evidence of any kind; there is -simply the fact that the woman entered the vestibule.


William Humphrey Bennett: I understand -that she was in the vestibule for only a very short time, about six or seven minutes.


Hugh Boulton Morphy: There is a conflict in the evidence between Mrs. Gordon and this gen-

tleman on the one hand, and the detectives on the other. But I would have regard to the dictum of Lord Halsbury, who -states that the evidence of paid detectives must be taken with a great deal of suspicion, as they are paid to get a conviction. Their work is to earn their money, and as was pointed out the other night, a private detective in Toronto who went in search of liquor, as he passed through one establishment took three five dollar bills and put them -in his -pocket. He was sent to jail for it.


Mr. THOBURN:: It was $20 on the last occasion.


Hugh Boulton Morphy: My hon. friend seeks to make a point of that. It just shows what slender reeds some gentlemen will lean upon. Is it worth while for a public man to allow his mind to get warped and have a fixed view of a certain set of circumstances, which may have one meaning or another? Is it wise for him to leave room for -doubt? Under circumstances where there is room for doubt, I say it is unsafe to grant a divorce. There should be some clear evidence before a deliberative assembly should take away the character of a woman who is now supporting her own children. It is a serious proposition to my mind, -and one fraught with grave consequences to the rights of the people of this country. If this woman did go up three flights of stairs to this gentleman's office, which she denies, and did sit at a table in his office, there was absolutely no harm in it, if she was not guilty of an act of impropriety. I cannot conceive why some hon. gentlemen are taking -such -an interest in the defamation of thus, w-om-an. I d'o not find any basis for it in the evidence. Have hon. gentlemen such high morals that they will not grant other people the right to say that there is another kind of morals which will protect a woman against an injustice? If so let them be as free and frank -a-s possible in this case. Let them view the matter free from all narrow bias and let them approach it with a sense of fair play and justice with -regard to what the evidence proves -and -not overstate what is inferred or inferrable from the evidence itself. One of the strongest points in favour of this woman is that during two years of watching by detectives paid by Gordon two acts alone are found which offer any sug>
gcstion of guilt. If the wom-an is as bad as the man's ruffianly conduct shows him to have been, there would have been plenty of evidence brought forward, but in the

absence of such evidence are we to condemn her and her children, to put the brand of Cain upon their brows and to tarnish their reputations for life? Surely hon. gentlemen will see that in this ease, where the committee divided 8 to 9 in one House and 3 to 2 in the other, we must be careful before we sanction a measure which 'will dishonour the name of the woman who has been so brutally used by this petitioner. They even brought in the fact that on one occasion this woman took a drink of liquor. She took a drink of liquor. Could the process of .defamation go farther? Every scintilla of evidence is raked up to show that she even took a drink. That shows the combing-the fine combing-of all the acts of this woman to enable the petitioner to get iaround his obligation to pay her $1,200, or $800, a year as provided for by the agreement between them. "If Albert Edwin Gordon," speaking without reading, " discovers at any time after this deed of separation is executed and delivered, that there is anything in Mrs. Gordon's conduct which will entitle him to get a divorce, her alimony ceases." It is a splendid thing for him to get out of this $800 a year if this Parliament will help him. He will be relieved of the payment of this money and the woman will have to go out into the world to support herself and her children. What a splendid man this is, purporting to come here with clean hands to ask Parliament, the highest court in this Dominion, to give him freedom upon such evidence as he was presented and in order ithat he may save himself the payment of $800 a year. That agreement seems to have been conceived and devised to entrap this woman. It was done with the mean, astute purpose of setting a deliberate trap to get this woman into such a place that if he could find out anything about her he might be relieved of the alimony and of all conjugal rights and <Juties. The whole thing looks suspicious. Let us not lose sight of the character of this man who seeks relief here, as his character i.s shown by the evidence. This man ought to be in jail for the crime he was a party to against his wife. Why was he not prosecuted? He should, be prosecuted now. Clean hands, Mr. Speaker-how can this Parliament grant this man's petition on the evidence which is not denied'. The woman was in fear of her life. With a man who is battering her up against the wall, pulling her hair and assaulting her oontinously, a woman is not a free agent. She cannot be condemned because she
would tell one story to-day and another to-morrow. The hon. gentleman (Mr. Nor-thrup) says that she fell on a hair pin. Yes, knocked down by her husband. That is the evidence; there is no question about that. For the last nine or ten months this man, although bound to pay this woman money, has not paid her a dollar. He has defaulted on his own agreement in addition to his other foibles and shortcomings. He refuses to pay her but he has plenty of money to pay somebody to procure this evidence. She is not in a position to take steps to secure legal redress. She has no means. She is absolutely helpless unless she gets the money that he owes her but will not pay. I submit that under these circumstances, and having regard to the doubt as to the evidence and the fact that the committee in one House divided 3 to 2 andi in the other 8 to 9, to the fact that many hon. gentlemen have not read the evidence and to the further fact that my hon. friend from Hastings (Mr. Nor.thrup) has condemned the practice of asking the Parliament of this country to grant divorces, the House should hesitate before voting in favour of this Bill. The hon. member for Hastings has made the argument that this 'House is not competent to deal with a matter like this and yet he asks this House to give judgment when many hon. members have not read the evidence. I believe the day. has not yet come in Canada when a matter of this gravity will be decided by Parliament without the members having a personal knowledge of the evidence. I am strongly opposed to and will vote against this Bill in all its stages.


Mr. GRAHAM:: When this Bill was up several evenings ago I voted to have it referred back to the Private Bills Committee 'because members had not read the evidence. Some of them, I regret to say have not done so yet. I have read' nearly every bit of evidence and I am more convinced than ever that this petitioner is not entitled to succeed on that evidence.


William Thoburn: It was not my intention to go into the merits of this case until the Bill was in committee, but after hearing the statements of the ihon. member for North Perth (Mr. Morphy), I feel it my duty to this House to give them some information. Having had the privilege of. healing the evidence, seeing the petitioner and the respondent, and ib'earing the matter thoroughly threshed out in the Private Bills Committee, I could come to no other

conclusion than that the petitioner was entitled to a Bill of divorce, To put the case as briefly as possible, this couple were married and lived together, penhaps not under the happiest conditions, for ten years. At the end of ten years they separated. The point I wanted to make was that the father and the mother of the respondent had lived in their home for a certain length of time. When the mother heard that they had separated, she went to the home to take care of it. That led me to believe that the petitioner could not be the had man that the hon. member for North Perth tries to make him out. The respondent herself admits, according to the evidence, that there was a time when she threw a plate of hot porridge over his head.


William Humphrey Bennett: Awful!


William Thoburn: There was another time when she could not get into the house as quickly as she wished, and sihe took her umbrella and smashed the window. These incidents would not lead you to believe that she was as good-tempered as the hon. member would have us suppose.
The whole question hinges upon the respondent resorting to a house which was proven beyond doubt to be a house of ill-fame. No one could come to any otheT conclusion after reading that evidence than that it was a house of ill-fame.


Hugh Boulton Morphy: A dressmaking shop.


William Thoburn: I think it ill becomes learned members of this House, members of the Bar, to throw slurs upon the actions of the detectives of this country. But I am going to eliminate the evidence of the detectives altogether. And then what do you find? Two merchants, one living in the same building that this woman, occupied, and another right opposite, what is their evidence? That it was a house of ill-fame.. What was the evidence of the plainclothes detective, not paid by Mr. Gordon himself, not paid by anybody that I know of? The evidence of the detective was that it was a house of ill-fame. I say that this has been established beyond a doubt. The evidence has not been denied by the respondent that she frequented that house on several occasions in the middle of the night and remained there an hour and a half or two hours and a half. Will the hon. member for North Perth tell me

Mr. MORPHY; A dressmaking shop.


William Thoburn: Dressmaking? A woman going to a house with another man in the

middle of the night under the guise of going to a dressmaking establishment? I am astonished at a man of the standing of the hon. member for North Perth trying to make hon. members, .swallow such gush as that.


An hon. MEMBER:: He meant night
dresses.


William Thoburn: It might have been
night dresses. That is acknowledged by the respondent. Take the other occasion when they went to this house, the insurance building. What do they go to the insurance building in the middle of the night, in the middle of the month of I bruary for? An umbrella! In that building, behind locked doors according to the evidence- will you tell me what a man and a woman were doing in that building in the middle of the night, behind locked doors, looking for an umbrella? Consult the meteorological records for that month and you will find that on the very night they were there for the umbrella it was several degrees below zero. It is not necessary for me to go any further. Everything I have said is borne out by the evidence as printed, and if time would permit I would quote evidence to supp 'rt every statement I have made.
Motion agreed to and House went into committee on the Bill, Mr. Rainville in the Chair.


George Perry Graham: I move that the committee rise.


William Humphrey Bennett: I second the
motion.


William Barton Northrup: Mr. Chairman


George Perry Graham: No discussion on the
motion that the committee rise.


The CHAIRMAN:: The motion is not
debatable.
Motion agreed to on division, yeas 18, nays 15.
The committee accordingly rose without reporting.



ARMY AND NAVY VETERANS' INCORPORATION.


[Stage Direction]
The House in committee on Bill 131 (from the Senate,) to incorporate the Army and Navy Veterans in Canada, Mr. Rainville in the Chair.
Mr. BRADBURY:: The Bill before the House is one applied for by the Army and Navy Veterans of Canada. This is one of the oldest organizations in Canada, having

been formed in Winnipeg a short time after the Fenian Raid. After the Northwest Rebellion an amalgamation was made, and they called themselves the Army and Navy Veterans. Since this war started they have rendered very efficient services. They have recruited, through their organization, over 5,GOO men-over five battalions. Three years ago they secured a provincial charter in Manitoba. There are branches of this organization all over Canada. They are asking now for a Dominion charter. They have done splendid work. The Bill has been examined very thoroughly in the Senate and before the House of Commons Committee.	[DOT]


Mr. OLIVER:: Are there any special
powers or provisions in the Bill?


George Henry Bradbury: I do not think so. The incorporators are:	Major-General John
Hughes, Major-General Henry N. Ruttan, Captain Sir Hugh John Macdonald, Lieutenant-Colonel Sir Daniel Hunter McMillan, Judge David Marr Walker, Lieutenants -Colonel George Frederick Carruthers, ,T. Hilliard Leech, K.C., Major George F. R. Harris, Judge George Patterson, Lieutenant William Allen Shepard, and a number of others. The objects of the Bill are: To unite fraternally all . persons who have served as soldiers or sailors under the British flag, and are entitled to become members under the constitution and bylaws of the association, into a body of retired soldier and sailor veterans of a nonpartisan and non-sectarian character, for purposes of good-fellowship, mutual improvement and assistance, and patriotic endeavour and service to the Empire;
To increase the public influence of veterans by organization, by parades and by giving as an entity expressions of opinion upon public questions affecting the rights of veterans or concerning the welfare of the whole or any part of the Empire;
To stimulate the spirit of patriotism in Canada and to promote, on sound and enduring principles of equality of rights, a Greater Britain, by a closer unity and coordination of the Overseas Dominions with the Mother Country;
To assist the Empire when occasion requires in enlisting recruits for His Majesty's forces;
To acquire, maintain and operate clubs, homes, and meeting places for the benefit of veterans, and to furnish, stock and equip the same with such furniture, furnishings, plant, animals, implements, equipment appliances, libraries, and means of entertain-374
inent and amusement, as may by the association be considered desirable.


Edward Mortimer Macdonald: Practically all the
incorporators reside in Winnipeg. What relation has this proposed) incorporation to the association of veterans of the present war being formed in portions of the Dominion east of Winnipeg?


George Henry Bradbury: Not any. . It is a different association altogether.


Edward Mortimer Macdonald: Has the situation
of the men who are veterans in the present war been considered, with relation to this association? It would seem to me, with all deference to the character of the men mentioned as incorporators-and one can take no exception to them-that if it were a Dominion-wide organization it would be better to have such an organization, which will have the impress of Parliament upon it, more widely representative of the different provinces of the Dominion. The effect of this legislation is to create an incorporated body of army and navy veterans in Canada, with the incorporators residing wholly in Winnipeg. 'The Association is Dominion-wide in its character. We should have people from all the provinces connected with it. No one can take exception to the general purport of the measure. I can foresee a difficulty which might arise from some of the men definitely connected with the present war, who might say: "We want incorporation." Although it would not necessarily conflict with other associations, yet this would put the Parliamentary impress upon a 'body purely local in its character.


George Henry Bradbury: It is the purpose to
have organizations all over the country, and they have many of them now. They have branches in Ottawa and Toronto, and in every town in the North West. It is the olu organization, and all they are asking is for Dominion authority. They have been doing very useful work.


Edward Mortimer Macdonald: I am not taking exception to that. My hon. friend misapprehends my point. Organizations have been formed in different places throughout Canada by men who have served in the army and navy during the present war. The names of these bodies are pretty much the same as the name of this proposed organization. Has this measure been approved by the men who are veterans of the present war and amongst whom organizations have been formed in the eastern provinces?


George Henry Bradbury: I do not think that that matter was considered at all. This is an old association; it has been in operation ever since the Northwest Rebellion.


Edward Mortimer Macdonald: What is the object of their getting incorporation now?


George Henry Bradbury: Because they are
spread out all over the Dominion. They have been doing splendid work; they have recruited about five battalions in the Northwest through their own efforts. Thi= incorporation is not intended to clash in any way with any of the other institutions to which my hon. friend refers.


Edward Mortimer Macdonald: My hon. friend may say that it is not intended to clash, but it will clash. The men who have lately returned from the war may feel that their needs and interests and aspirations would be better served by an organization connected more particularly with their own achievements. They may feel that they have ground for complaint if we commit to a local organization in Manitoba the title "The Army and Navy Veterans in Canada." If, for instance, the army and navy veterans of Ontario want incorporation, they will not be able to get it under the title of "The Army and Navy Veterans in Canada" because Parliament will have committed that title to this Manitoba organization. If they desired to obtain the rights and privileges of such incorporation, they would have to join the Manitoba association, made up of men who are veterans of other wars. After the closing oif the House we shall go back to our constituencies, and we shall find there organizations of men who have returned from the front. They may say: why did you incorporate these gentlemen in Manitoba under the title "The Army arid Navy Veterans in Canada?" We want to have an army and navy organization of men who have fought in the present war.


George Henry Bradbury: There is an army and navy organization of the Empire in Toronto; there are various army and navy organizations. We are asking for the name "The Army and Navy Veterans in Canada." By this name the organization will be distinguished from other organizations already existing.


Edward Mortimer Macdonald: "In Canada" would include veterans of any war.


George Henry Bradbury: These men are really the pioneers in this line; they have done excellent work; they have spent a large

amount of their own money with ia view to promoting the interests of the Empire. There is not likely to he any clash between this organization and any other similar body. They do not intend to do the work which is the object of the organization formed in Ottawa-that of looking after the rights and interests of returned soldiers. They are, however, forming clubs and libraries all over Canada for war veterans; that is the purpose of the Bill.


Frank Oliver: Are most of these incorporators residents of Manitoba?


George Henry Bradbury: I think they are.


Frank Oliver: There seems to he some merit in the view of the member for Pdctou that an organization which is assumed to be Dominion-wide-


George Henry Bradbury: This is only the parent organization. They have other organizations all over the Dominion.


Frank Oliver: If they had in the list
of incorporators representatives of these organizations in other parts of the Dominion, then what my hon. friend contends would be quite clear. But it dloes look as if the Manitoba organization were attempting to forestall other organizations in the use of this somewhat desirable name.


George Henry Bradbury: For years they have
had that name as a provincial organization.


Edward Mortimer Macdonald: On behalf of the
veterans of the present war who aTe scattered all over Canada, I object to this worthy organization in Manitoba, made up of Fenian Raid and Northwest Rebellion veterans, appropriating the corporate title of " The Army and Navy Veterans in Canada." The hoys who come home from the present war are primarily entitled to that corporate title, and) I object to its being appropriated by this other organization.


George Henry Bradbury: Hundreds of men who have returned from the war 'belong to this association in Manitoba.


Edward Mortimer Macdonald: Every province has
its army and navy veterans who do not belong to this association.


George Henry Bradbury: There are branches
of this association in Toronto and in Ottawa. This is the parent organization.


Edward Mortimer Macdonald: If this is to he a
Dominion-wide organization, there ought to be in the list of its incorporators the names of representative men from other provinces

of the Dominion who have returned from the from.
Every hon. member knows there are in every province organizations of men who have been to the front in the present war. Those organizations have various names. They are entitled to be called the Army and Navy Veterans in Canada. Some of these organizations may ask: What right has Parliament to give that corporate title to these people of Manitoba?


Frank Oliver: These gentlemen asked for the name first, and perhaps they are entitled to it on that ground.
Mr. CURRIE; Army and Navy Veterans' organizations have been formed in every province, in many cities and towns. They are all organizations for old veterans of the Fenian raid and veterans of the Northwest rebellion. All those gentlemen named in this Bill belong to that association. The associations in Winnipeg and in Toronto are very active, and I do not think they will interfere with the veterans of this war who are called the Great War Veterans and who do not admit anybody to membership who has not been to 5 p.m. France or Flanders. There are' other associations such as the returned soldiers, who admit to membership those who have not been to the front. I understand this is to become the parent organization of other organizations of the same name throughout Canada, and as they had this name originally, it is only fair that they should retain it now. They are a very fine body of representative men of all the provinces. Col. Denison,, Col. Ryerson and many of the leading officers of Ontario are in the Ontario organization. If there was any objection to this Bill, some of the Ontario' men-and I think there-is an assocation of Army and Navy Veterans in Ottawa-would immediately have made a protest.


Mr. ROGERS:: The objection raised by my hon. friend is covered by section 3 which says:
The head office of the association shall be in the city of Winnipeg, in the province of Manitoba, or in such other place in Canada as may from time to time be determined by the. asso- [DOT] ciation.
The association is not confined to Winnipeg. The Winnipeg veterans lead the way, as the people of Winnipeg, of course, do in all matters.
Bill reported, read the third time and passed.
374*



QUESTIONS.

[Stage Direction]
(Questions answered orally are indicated by asterisks.)

Mr. McKENZIE:: 1.	Is Dr. A. Mortan, of Halifax, in the service of the Government?
2.	If so, in what capacity or capacities, and when was he appointed?
3.	What pay does he receive from each office or position?
4.	What is his total salary or allowance?
5.	Does he give his whole time to the Government work or is he still attending to private practice?


Sir EDWARD KEMP:: 1.	Yes.
2.	Regimental medical officer, 1st Regiment, Canadian Garrison Artillery; appointed 30th October, 1915. He also was attached to the Military Hospitals Commission Command for duty on the 1st February, 1917.
3.	$5.75 per diem.
4.	Answered by No. 3.
5.	He gives more than six hours a day to his military duties, and it is understood that he also attends to a small private practice.


GEORGIAN BAY CAN AT. COMMISSION.
Mr. PROULX:: 1.	Is the Georgian Bay Canal Commission still in existence?
2.	If so, who are the commissioners and the employees on the Commission?
3.	How much money has each member of the Commission and each of the said employees received to date for salary, remuneration or compensation for his services?
4.	Who is the secretary of the Commission?
5.	How much has he received to date for salary or remuneration?


Mr. REID:: 1 and 2. No.
3.	W. Sanford Evans, from 1st September, 1914, to 30th June, 1917, $17,000; J. de C. Hepburn, 1st April, 1914, to 31,st July, 1917, $10,800; Miss Eva Stewart, ISth May, 1914, to 30th November, 1916, $2,190; H. B. Wilcox, 27th October, 1914, to 30th June, 1916, $3,110; J. L. Busfield, 10th August, 1915, to 31st March, 1917, $4,135; H. A. Ball, from 1st December, 1916, to 15th August, 1917, $603.
4.	No. Secretary's position has been discontinued.
5.	Secretary received $10,800-from 1st April, 1914, to 31st July, 1917.


WINDSOR JUNCTION MAIL SERVICE.
Mr. A. K. MACLEAN:: 1.	What salary is paid the postmistress at Windsor Junction, N.S.?

2.	Who is the contractor that carries the mails from the train to the post office at Windsor Junction, and what is the amount paid therefor?


Mr. DOHERTY:: 1.	Salary, $112; rent, $10.
2.	Mary Hessian, $120 per annum.


GUYSBOROUGH PUBLIC BUILDING.
Mr. SINCLAIR:: 1.	Has any amount of money been expended in repairs in connection with the Guysborough .public building this year?
2.	If so, how much, and under whose direction?
3.	Is there a local inspector or foreman? If so, what is his name?
4.	Has the work been completed?
5.	How much money, if any, was expended since November, 1911, in an effort to obtain a water supply?
6.	Was it successful?
7.	What is the total amount expended in connection with this building for all purposes since November, 1911?


John Dowsley Reid: 1 and 2. $200 authorized to repair drains, build cesspool and to clean and tint the building, under the direction of Mr. W. Bishop, clerk of works for Nova Scotia.
3.	No local inspector.
4.	Not yet.
5.	$470.35.
6.	Yes.
7.	$8,553.08.


LIEUT.-COLONEL JAMES ARTHURS, M.P.
Mr. LANCTOT:: 1.	Did Lieutenant-Colonel James Arthurs, M.P. for Parry Sound, enlist or receive a commission in the Canadian Expeditionary Forces?
2.	If so, when and where, and in what branch of the service?
3.	What rank did he hold?
4.	Is he still a member of the Canadian Expeditionary Forces? If not, when did the term of his service cease?
5.	For what period and where was he in training, was his training completed, and what time, if any, did he serve at the front in France or elsewhere?
6.	At what rate per diem has he been paid, and have any of his dependents drawn separation allowance?
7.	What amount has been paid to date on both accounts?


Sir EDWARD KEMP:: 1.	He received an appointment in the Canadian Expeditionary Force to recruit a battalion of infantry in Parry Sound district.
2.	Gazette No. 9, January 27, 1916, with
effect from January 21, 1916.	167th Battalion, C.E.F.
3.	Temporary rank of lieutenant-colonel.
4.	Yes.

5.	In Canada about 11 months, partly at Niagara camp, Niagara-on-the-Lake. Served with the Canadian Expeditionary Force from date of appointment as lieutenant-colonel to the time he returned to Canada, May 14, 1917, to attend session of PaTlia-ment. Was attached to 1st Canadian Bat* talion, Overseas. Served in England 2
months, and in France, at the front, about 4 months. (Holds field officer's certificate, infantry, and equitation qualification.)
6.	He has been paid the pay and allowances of his rank in the Canadian Expeditionary Force, and his wife has drawn separation allowance.
7.	Pay and allowances of rank while in Canada, $2,478.25. Separation allowance to Mrs. Arthurs, $1,258. Total, $3,736.25.
A cable has been sent to the Chief Paymaster, Overseas, asking for amount paid him there. No reply received yet.


CANADIAN EXPEDITIONARY FORCES.
Mr. SINCLAIR:: 1.	What was the total number of recruits enlisted in the Canadian Expeditionary Forces during the month of August, 1917?
2.	What was the total number of casualties in the Canadian Expeditionary Forces during the month of August, 1917?


Albert Edward Kemp: [DOT]
1. 3,099, of which 1,251 from the United States. (Of tlie above, 1,543 were combatant and 1,556 non-combatant recruits.)
2.	Casualties Overseas	10,080
Discharges in Canada	 1,283
11,363


L. H. MARTELL.
Mr. CURRIE:: 1.	What is the military rank of L. H. Marten, barrister, of Windsor, Nova Scotia?
2: To what militia unit does he belong?
3.	When and where did he qualify?
4.	Was he attached to or did he hold a commission in any of the regiments recruited in Nova Scotia for overseas?
5.	If so, what was the number of the battalion?
6.	What pay did he and his family receive by way of regimental pay, allowances, subsistence, separation allowances or otherwise?
7.	What was the total amount drawn?
8.	Did he proceed overseas with his battalion?
9.	If not, why not?
10.	Is he still in the service?


Sir EDWARD KEMP:: 1.	Provisional lieutenant (supernumerary.)
2.	14th King's Canadian Hussars.
3.	Not qualified.
4.	Yes, attached.
5.	85th.

6.	Lieut. Martell received the following pay and allowances:
February 23 to September 30, 1916, pay of rank, $2, 221 days .. ..-..$ 442 00 February 23 to September 30, 1916,
field pay, 60c., 221 days	 132.60
February 23 to May 31, 1916, subsistence, $1.50, 99 days	 148 50

7.*$723.10.
8 No. "
9.	He was struck off the strength of the 85th Overseas Battalion, C.E.F., by the General Officer Commanding Military District No. 6 for having failed to report for duty after completing his course at the Royal School of Infantry. Lieut. Martell later reported to Military District. No. 6 at Halifax that his failure to report foT duty was due to ill health.
10.	Answered by Noe 1 and 2.


SUBSISTENCE ALLOWANCES.
Mr. BUCHANAN:: X. Are soldiers employed in the Canadian offices in London, England, in receipt of $1.50 per diem billeting allowance, and do all privates get the pay of Orderly Room Clerks?
2.	If so, why are Canadian Expeditionary Force men, who are unfit for further overseas employed in the offices in Ottawa, not placed on the same footing?
3.	Has the Government any intention of placing these men in Ottawa on the same basis as those in London? If so, will the extra pay be made retroactive?


Albert Edward Kemp: 1. Soldiers employed in the Canadian offices in London, are men returned from the front, unfit for further military service in the field. They are graded for pay as civil clerks and allcnv-ed the equivalent of $1.00 a day for subsistence.
2.	Soldiers employed in the Government offices, Ottawa, are mostly men discharged from the Canadian Expeditionary Force, and are paid as civil employees. Those not yet discharged draw a civil rate of pay in addition to their military pay and allowances.
3.	The remuneration to those employed in Ottawa is considered to be quite as high as to those employed in the London offices, having regard to the higher cost of living in London; consequently, there is no intention to grant any billeting allowance in addition.


BATTLEFORD POST OFFICE INSPECTOR.
Mr. OLIVER:: 1. Is it the Intention of the Government to appoint a Post Office Inspector for the Battle-ford District?
2. Is it the intention to give this appointment to a returned ' soldier?


George Perry Graham: The first part of this
question seems to be answered by the supplementary estimates just brought down. Can the minister answer the second, which is a matter of policy?


John Dowsley Reid: If a returned soldier is
qualified to fill the position, he will be appointed. Returned soldiers will be given every consideration.


UNOPPOSED MOTION FOR PAPERS.
Mr. SINCLAIR:: For a copy of all telegrams, correspondence, requests and all other papers relating to improvements or repairs connected with the Post Office Building in the town of Guysborough, N.S., since November, 1911.


Alexander Kenneth Maclean: For a copy of all documents, correspondence, etc., between the Department of Naval Affairs and Messrs. Mclnnis, Mellish, Fulton and Kenny, of Halifax, Nova Scotia, and any other persons, respecting the purchase of the motor launch Alase.


THE DRY DOCKS SUBSIDIES ACT, 1910, AMENDMENT.
[Stage Direction]
On motion of Hon. J. D. Reid' the House went into committee on Bill No. 134, to amend the Dry Docks Subsidies Act, 1910. Mr. Rainville in the Chair.
On section 2-Dry docks of first class:
Robert Rogers: When we were considering this Bill last week I promised to make a statement regarding the correspondence and interviews I had when in London with the British Admiralty, respecting the construction of dry dlocks at Halifax and Esqui-rmalt. Shortly after our arrival in London I took this matter up with the British Admiralty in the hope of having them consider the project favourably. On March 15, 1917, I addressed the following letter to Sir Edward Carson:
Savoy Hotel, March 15, 1917.
My dear Sir Edward,
I would like very much to have an opportunity of seeing you for a moment respecting some correspondence which our Government have had with the Admiralty respecting the dry dock at Esquimault, on the Pacific.
If you would have your secretary let m know at the Savoy when it will be possible for [DOT] me to see you, I would be very pleased.
Yours sincerely,
(Sgd.) R. Rogers.
The Rt. Hon. Sir Edward Carson, K.C., M.P., The Admiralty.
London.

To that I received the following reply from his secretary:
Admiralty Whitehall, 17-3, 1917. Dear Mr. Rogers,
Sir Edward Carson asks me to say that he will he very glad to see you if you can conveniently call on him at the Admiralty at 3.30 p.m. oi Monday next (19 March).
Yours very truly,
(Sgd.) G. N. Steel.
I availed myself of this opportunity and *called on Sir Edward. I spoke to him of the number of dry dbcks which the government of 'Canada were building, or were helping to build by way of subsidy, and he asked me to give him a memorandum of the exact position in order that he might take the matter up with his colleagues. I accordingly wrote him on March 21, as follows :
Savoy Hotel, London, March 21st, 1917. Dear Sir Edward Carson,-
In my Judgment there is very pressing need for action on the part of the Admiralty in respect to two dry docks-one at Esquimalt, on the Pacific, and one at Halifax, on the Atlantic.
The Government of Canada have undertaken and are now at work on several dry docks at cur general shipping ports in Canada. For example, we are building a magnificent dock at the Port of Quebec. We have provided a magnificent floating dock at the Port of Montreal ; we have also provided a splendid dock at Fort William, another at Sault Ste. Marie, another at Kingston, and are now constructing a very large one at St. John, N.B. We are also preparing for the construction of a -very large dock at Vancouver. These docks, however, are not at points convenient -to naval requirements.
By consulting your records you will at once see that Esquimalt and Halifax are two points in Canada that are of direct interest to the Admiralty. Our people do not like to see our British ships being taken to the Port of Seattle or elsewhere on the American side when repairs are required, by reason of the fact that the Admiralty has no dock suitable to receive large ships at either Esquimalt or Halifax.
I do wish you would have this matter looked into, and I am satisfied if you do you will have no hesitation in recommending the immediate construction by the Admiralty of a dock at Esquimalt and another at Halifax.
Yours sincerely,
(Sgd.) R. Rogers.
The Right Honourable Sir Edward Carson,
First Lord of the Admiralty,
London, England.
Sir Edward! Carson and the Admiralty staff, after looking into the matter, corn eluded that the request of the Canadian Government was a reasonable one, and on April 4, Sir Edward wrote me the following letter:

Admiralty Whitehall, 4th April, 1917. Dear Mr. Rogers,-
Sir Edward Carson asks me to tell you that we are sending to the Treasury to-day a further letter urging the very great importance of providing a dock of Sufficient capacity, both at Halifax and Esquimalt. The First Lord thinks that, knowing this, you might wish to write or speak to Mr. Bonar Law to the same effect in the near future.
Yours very truly,
(Sgd.) G. N. Steel.^
In discussing the matter with Sir Edward Carson on a previous occasion, the question had arisen whether it would be possible to get Mr. Bonar Law to provide the necessary imoney for the construction of these two docks.
The Admiralty, after going into the matter very fully, decided that they were prepared to go on with a dock at Esquimalt and a dock at Halifax. But the question was to secure the money from the Treasury Department. That letter was written to me and a few days afterwards I availed myself of the opportunity of seeing Mr. Bonar Law and discussing the matteT with him. He was very favourable but he required to get some further information from the office of the Admiralty. I wrote Sir Edward Car on the following letter on the 17th April:
Savoy Hotel, London,
April 17th, 1917. My dear Sir Edward Carson:-
I had a favourable talk with Mr. Bonar Law on the question of dry docks at Halifax and Esquimalt, and X am sure if you would have your department take up the question again there is every chance that it will be approved by Mr. Bonar Law's department.
Yours sincerely,
(Sgd.) R. Rogers.
Minister of Public Works for Canada. Sir Edward Carson,
First Lord of the Admiralty.
London, England.
In view of the fact that the Treasury Department appeared to ask for further information, the following letter was addressed to me by Sir Edward Carson on the 18th April:
Admiralty, Whitehall,
ISth April, 1917.
Dear Mr. Rogers:-
In reply to your letter of yesterday, I write to tell you that the Admiralty have just received a further letter from the Treasury asking us for some additional information about the question of the proposed dry docks at Halifax and Esquimalt. We shall he replying to this letter as soon as possible-and I hope, in view of what you say about the favourable talk which you had with Mr. Bonar Law, that we shall succeed in getting the Treasury to give their sanction to the scheme.

I will of course let you know as soon as we get the Treasury decision.
Yours sincerely,
< Sgd.) Edward Carson.
Then on the 19th of the same month I addressed the following letter to Mr. Bonar Law:
Savoy Hotel, London,
April 19th, 1917.
My dear Mr. Bonar Law:-
I am growing anxious regarding the matter or dry docks at Esquimau and Halifax, about which I spoke to you a few days ago.
I sincerely hope you will he able to give me a favourable answer.
Yours sincerely
(Sgd.) R. Rogers.
The Rt. Hon. Bonar Law,
London, England.
On the 21st of April I received the following letter from Mr. Bonar Law:
Treasury Chambers,
Whitehall, S.W.,
211st April, 1917.
My dear Mr. Rogers :-	'
I have your letter of the 19th of April about the Esquimau and Halifax docks. I am in communication with the Admiralty and I shall send you a reply as soon as possible.
Yours sincerely,
(Sgd.) A. Bonar Law.
After that I hadi one or two further interviews with Mr. Law. I saw him the day before we left England and he promised favourable consideration. They are very busy over there but I hope he will take the matter up and press it upon the Admiralty. I am satisfied from the conversations and interviews- I had that the Admiralty are entirely agreed that the building of these two docks is a work belonging to themselves and I am very hopeful that it will be carried out.


Alexander Kenneth Maclean: In the event of the Admiralty not carrying out the suggestion, has the Government any intention of going on either by itself or jointly with the Admiralty?


Robert Rogers: We have had several applications under the Dry Dock Subsidies Act from certain persons who are anxious to build dry docks, especially at Halifax and Esquimalt, and we always stood prepared to accept any sound proposition for the building of a dock under the Dry Dock Subsidies Act. But there always was complaint that the Act was not sufficiently favourable. As I understand the Bill now before the House, it is to provide more inviting conditions for those desirous of investing in a dry dock.


Alexander Kenneth Maclean: There has been no further communication with the Admiralty since the date of the last letter?


Robert Rogers: No.


Frank Broadstreet Carvell: Personally, I am very much pleased to hear the statement made by the hon. gentleman (Mr. Rogers). I have always felt that dry docks were a great necessity. I would like to know whether, as a result of three years of war, we have really suffered from the lack of a dock at Halifax or Esquimalt. It would seem that, if ever, there must have been great need during that time. I realize that the Government could not give detailed information. Would it not have been a great [DOT]advantage to have had a dry dock at Halifax or some other place on the Atlantic coast?


Robert Rogers: During my term as Minister of Public Works we received many complaints, especially with respect to the number of ships that had to go to Seattle to have repairs made by reason of the fact that there was no suitable dock at Esquimalt .to receive them. We at one time started to build a dry dock at Esquimalt, but the war came on and then we got into correspondence with iihe Admiralty and it has rested there since.


Frank Broadstreet Carvell: Would that be true of the East as well as the West?


Robert Rogers: Not so much in the East as in the West, because ships that come to Halifax almost always have their dry dock work done in England.


John Dowsley Reid: That paragraph (a) he amended by inserting after the words "per cent" the words "per annum."
Section as amended agreed to.


Alexander Kenneth Maclean: Is there a dry dock under construction at Levis?


John Dowsley Reid: Yes.


Alexander Kenneth Maclean: Is it nearing completion?	[DOT]


John Dowsley Reid: It will be ready this fall.
On section 4-section 3 not to apply to existing contracts:


Mr. PUGSLEY:: Might I suggest t-o the minister that, if possible, there should he arrangements made for the establishment of a ship building plant in connection with each dry dock so that the men could be kept constantly at work.

Bill reported, read the third time, and passed.


COMPANIES' ACT AMENDMENT.
[Stage Direction]
On motion of Mr. Meighen Bill No. 129 (from the Senate), to amend the Companies Act so as to provide for the incorporation by Letters Patent of Corporations for "purposes other than that of gain," was read the second time and the House went into committee thereon, Mr. Rainville in the Chair.
On section 1, short title:
Mr. MEIGHEN:: Ordinarily an Act of the importance of this would scarcely demand the attention of the House at this stage of the session; but this Bill comes to us from the Senate, where it has engaged attention since the beginning of June. As the Bill is a necessary Bill and in one sense *a very important Bill, it seemed desirable to proceed with it in this House, as otherwise the labours of the Senate would have been lost. The purpose of the Bill is to amend the Companies Act so as to embody in it principles that of recent years have been embalmed in legislation in Great Britain in their Companies Act, and for the most part have also been accepted by our provinces. Our own Companies Act, as a consequence, has become rather out of date; at least it has got to be entirely out of consonance with the provincial Acts. This Bill is intended to bring our Act more into conformity with the Imperial legislation and with provincial legislation.
The first principle introduced is a provision for the incorporation of associations without share capital, and, associated with that, a provision for the incorporation of companies with shares without any par value. With regard to the first of those two principles, there is a Bill now before this House, from the Senate, providing for the incorporation of voluntary associations. That Bill will not be necessary if this is passed. The method proposed for the incorporation of associations without share capital follows the Industrial and Provident Associations Act of the United Kingdom.


Frank Broadstreet Carvell: Would the proposed
amendment cover such a Bill as was put through the committee this afternoon regarding the Army and Navy Veterans?


Arthur Meighen: Yes. I did not know that that was put through, and supposed that if this Bill passed it would not be necessary.

The provision for the incorporation of companies with shares without par value is the introduction of a principle that 'has found its way with very great success into enactments of various states, California, Delaware, Maryland, New Jersey, Maine and Massachussetts, and of the state of New York, wiiich took the lead in 1912. In my review of the Act, I came to the conclusion that this principle was of an importance transcending that of the others. It seems to me it has in it possibilities looking to the elimination of undue capitalization, that will be of very great value.
The third principle has regard to prospectuses. Hitherto there has been no provision, practically, limiting the issue of prospectuses and their contents and the regulation of prospectuses. This is to provide for such regulation and for the liability of directors who are named in a prospectus. It provides that every prospectus shall be filed with the Secretary of State, and that the memorandum of agreement shall be embodied in it, signed by all who are named thereon and named as directors to be, or on the authority of their agents, which authority must, in that event, be filed.


Alexander Kenneth Maclean: Is the English section pretty well followed in that?


Arthur Meighen: As to that, it follows with slight alteration the section of the British Act of 1908. This legislation has been adopted without substantial modification by Ontario, British Columbia, Saskatchewan, Alberta, and to a modified extent, by Nova Scotia. This Bill simply brings the Dominion Act into conformity with more advanced legislation in the United Kingdom and in some off the provinces of Canada, and more definitely fixes the liability of directors and regulates the contents and filing of prospectuses.


Frank Broadstreet Carvell: How far does it go with respect to the liability of directors?


Arthur Meighen: That is covered by section 43 A. Section 43 defines what a prospectus is. Section 43 A reads:
"43a. (1) Every prospectus issued by or on behalf of a company or in relation to any intended company shall be dated, and that date shall, unless the contrary be proved, be taken as the date of publication of the prospectus. "(2) A copy of every such prospectus, signed by every person who is named therein as a director or proposed director of the company, or by his agent authorized in writing, shall be filed for registration with the Secretary of State of Canada, on or before the date of its publication, and no such prospectus shall be issued until a copy thereof has been so filed for registration.

"(3) The Secretary of State of Canada shall not register any prospectus unless it is dated, and the copy thereof signed, in manner required by this section.
"(4) Every prospectus shall state on the face of it that a copy has been filed for registration as required by this section.
"(5) If a prospectus is issued without a copy thereof being so filed, the company, and every person who is knowingly a party to the issue of the prospectus, shall be liable on summary conviction to a fine not exceeding twenty dollars for every day from the date of the issue of the prospectus until a copy thereof is so filed. Imp. Act, 1908, s. 80.
Then section 43 B follows. I suppose the hon. gentleman does not want me to read that section.


Frank Broadstreet Carvell: No; this follows the English Act very closely.


Arthur Meighen: Yes. The liability is continued by clause 43 D on page 10, which reads:
"43d. (1) Where a prospectus invites persons to subscribe for shares in or debentures of a company, every person who is a director of the company at the time of the prospectus and every person who 'has authorized the naming of him and is named in the prospectus as a director or as having agreed to become a director either immediately or after an interval of time, and every promoter of the company, and every person who has authorized the issue of the prospectus, shall be liable to pay compensation to all persons who subscribe for any shares or debentures on the faith of the prospectus for the loss or damage they may have sustained by reason of any untrue statement therein, or in any report or memorandum appearing on the face thereof, or by reference incorporated therein or issued therewith, unless it is proved-
"(a) With respect to every untrue statement not purporting to be made on the authority of an expert, or of a public official document or statement, that he had reasonable ground to believe, and did up to the time of the allotment of the shares or debentures, as the case may be, believe, that the statement was true; and
"(b) With respect to every untrue statement purporting to be a statement by, or contained in what purports to be a copy of or extract from a report or valuation of, an expert, that it fairly represented the statement, or was a correct and fair copy of or extract from the report or valuation:	Provided that the director, person named as director, promoter or person who authorized the issue of the prospectus, shall be liable to pay compensation as aforesaid if it is proved that he had no reasonable ground to believe that the person making the statement, report or valuation was competent to make it; and
"(c) With respect to every untrue statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract frqm a public official document, that it was a correct and fair representation of the statement or copy of or extract from the document, unless it s proved-
"(i) that having consented to become a director of the company he withdrew his consent before the issue of the prospectus and that it was issued without his authority or consent; or
"(ii) that the prospectus was issued without his knowledge or consent, and that on becoming aware of its issue he forthwith gave reasonable public notice that it was issued without liis knowledge or consent; or
"(iii) that after the issue of the prospectus and before allotment thereunder, he, on becoming aware of any untrue statement therein, withdrew his consent thereto, and gave reasonable public notice of the withdrawal, and of the reason therefor.
It follows the British Act, which dates back to 1891.


Frank Broadstreet Carvell: This seems to refer to 1908.


Arthur Meighen: The last Imperial Act was passed in 1908; it was a Consolidation Act.


Frank Broadstreet Carvell: There are decisions in the law books going back ten years.
Mr. A. It. MACLEAN: The Directors* Liability Act was passed in 1900, the result of the decision of the House of Lords in the case of Peek vs. Derry.


Arthur Meighen: 
Frank Broadstreet Carvell: In the Maritime Provinces, where we have not the same registration system as they have in the West, we have to record those mortgages in full in, perhaps, half a dozen registry offices, and it is a great expense.


Arthur Meighen: It is a very cumbersome proceeding. This Bill	provides that
Dominion companies must file all mortgages with the Secretary of State, where a record shall be kept of all encumbrances against all companies incorporated by Dominion charter.


Frank Broadstreet Carvell: Is that the only registration necessary?


Arthur Meighen: No, it seems to me we would not have power to make that the only registration.	The provincial law
would still compel registration as before,
[DOT] but this is additional to the other registration. Section 69 L reads:
"69L. The provisions of this Act respecting the registration of mortgages, charges or other securities shall be in addition to and not in substitution for the .provisions of any statute of any province of Canada or of any foreign country. in respect thereto.'*
The next principle covered by the amendments contained in the Bill is that of investigation and audit. There ihas been a difficulty in connection with getting investigations. If I remember correctly, under the law as it now stands, one-quarter of the shareholders may apply to a court for an investigation into the affaire of the company. For the most part, that provision has been a dead letter, and it has been felt that an easier and more readily available /method should be provided. This Bill provides that the Secretary of State, nnpon representation from such number of the shareholders >as, in his opinion, may in a special case warrant his doing so, may cause investigation to he held. This provision will tend to much greater care on the part of companies and much greater likelihood of use by a majority of directors of the power vested in them. If my memory serves me correctly, there is a similar provision in the Bank Act.


Frank Broadstreet Carvell: In section 11 of the Bill, .section 92 of the amended Act is made to read as follows:

(1) The Secretary of State of Canada may appoint one or more competent inspectors to investigate the affairs of any company and to report thereon in such manner as the Secretary of State of Canada may direct-
(i) In the case of any company having a share capital, on the application of shareholders holding a proportion of the issued stock of the company warranting the application.


Arthur Meighen: I am proposing an
amendment there.


Frank Broadstreet Carvell: Where there is no share capital, that provision seems to be reasonable.


Arthur Meighen: As the law now stands there is no provision for compelling a company to audit its accounts. Every respectable company, of course, does not audit its accounts-annually, I think. The provinces have such provisions; I think the United Kingdom has such a provision. It is clearly interest that companies incorporated under Dominion statute shall be compelled to audit. Furthermore, 'there is a provision in the Bill for protection against change of auditors without due notice.


Alexander Kenneth Maclean: Why a provision against the change of auditors without notice?


Arthur Meighen: The provision is that before a change of auditors can he made, there is to be notice of the shareholders' meeting.


Alexander Kenneth Maclean: They are selected at the annual meeting anyway, are they not?


Arthur Meighen: They may be. The Bill also provides for annual returns to the Secretary of State-not annual returns of shareholders, because that would entail a tremendous obligation on many companies and be of very little value. Furthermore, such a provision could be easily contravened by the holding of shares in trust, and the like. It is eminently a Bill for the House in Committee; I think we might now take it up clause by clause.
"Mr. A. K. MACLEAN: The Bill is quite an important one. The Secretary of State says that it is eminently a Bill for the House in Committee; I think I may qualify that by saying that it is eminently a Bill to be first considered by a committee of the House. It is difficult to follow this Bill in its entirety without giving some study to it first. I suppose it is almost too late now to appoint a special 'Committee to go through it. I should like very much to see the Bill become law. ,	.


Arthur Meighen: The Senate had it
before the Committee on Banking and Commerce for some 'months. If they had not, of course we could not assume the responsibility of such detailed and prolonged study of it as would be necessary.


Alexander Kenneth Maclean: I introduced a Bill this session which had been prepared by a Committee of the Dominion Bar Association. The circumstances were such during the latter part of the session that I did not think the Bill would receive, the consideration which it deserved; therefore I abandoned the promotion of it this -session. Furthermore, I did not like the Bill which had been prepared. It was too much of *a scissors and paste preparation; there were many incongruities in it; it would not have been satisfactory. I hope that at the next session, whether hon. gentlemen who are promoting this Bill are here or not, somebody will see that a new Companies Act is passed. The amendments proposed by this Bill are, on the whole, in the right direction. I have not a copy of the British Act before me, but I am under the impression that the incorporation of companies for patriotic, religious, and philanthropic purposes is provided for in one section of the British Act. I do not see why there should be any further provision than one clause giving power to incorporate such institutions under the Act. It is well, when we are basing our Companies Act upon the English Act, that we should follow the English Act as closely as we can, because then a vast amount of judicial interpretation is available from the English law reports. It is not advisable to introduce any new matter if it is at all possible to avoid doing so. In respect to the issue of share capital without par value, I have never been able to see much good in that. The first time I ever heard the suggestion was from the report made by Mr. Hadley, chairman of a commission appointed by an ex-President of the United States in respect to the capitalization of railways. There may be something to say in favour of shares without nominal or par value in the case of railways, although I have never heard its value demonstrated. It has never been used in England, and it has never been used in any of the provinces of Canada so far, and I have been informed by New York lawyers that it is not considered of very much use in that State. I do not believe it will ever accomplish the result which the minister suggested it would. The prospectus clauses are commendable, and they should be in our Act. I presume that clause in our Companies Act, which created what was called "statutory fraud"-it is the old section 48 of the English Companies Act that still remains in our Companies Act-is struck out. That is the provision that if you fail to file any paper, for instance, any contract, the company and its directors were 'held liable for fraud, whether there was' fraud or not. It was eliminated from the English Act many years ago, but we still continued it in the Dominion Act. I am sorry the allotment clauses of the English Act were not put in this Bill, but still that would have made the Act much longer, and perhaps make i.t more difficult for us to pass it at this time, but I hope that some day they will be inserted. We frequently have companies organized in Canada that commence doing business before having sufficient capital subscribed. The English Act prohibits the commencement of business by any corporation until it has actually had subscribed and paid into the company the amount of money which the prospectus states would be necessary before they would go to allotment, or, in other words, before they would commence to issue shares. However, that is not in this. With respect to the reduction of share capital, clause 54A has the usual provision for inserting the words "and reduced" after the name of the company, pending the time until the Secretary of State passes upon the application. I have never been able to appreciate the necessity for the addition of these words. When the resolution is passed resolving to reduce the share capital, you must, until that is actually accomplished, have the words "and reduced" after the name of the company, and they become a part of the name of the company. I know that is in the English Act, and has been there for a long while, although many textbook writers in England regard it as rather anomalous and unnecessary. I think we should not have that clause in our Companies Act at all. I am not, however, going to ask to have it struck out now. This Bill would never get through if we 4^vere to be extremely critical of all these clauses. Does the minister know if there is any provision in our Act for paying off preference shares?


Mr. MEIC  HEN@: There is not now. That is one of the purposes of this Bill.


Alexander Kenneth Maclean: Some of the provincial Companies Acts provide a summary method of paying off preference shares.


Arthur Meighen: Yes.


Alexander Kenneth Maclean: The practice in many places in -Canada is this: Preference shares are issued by taking power in the memorandum or articles of association for [DOT]paying off preference ishares at a certain rate when the company is in a financial position to do so. As a matter of fact, the procedure in most cases.is wrong and shares cannot be redeemed in that way. I think Ontario has some special provision for paying off preference shares without going through this procedure. I do not think any company -should be compelled to go through all this procedure indicated by clause 54 in order to pay off preference shares when they have taken the power in their articles or memorandum of association to do so. Preference shares are shares just like common shares, it is true, but I think, when in their memorandum or articles of association, or both, as it is sometimes done, the power is taken to redeem preference shares, the company ought to be permitted to do so on the -approval of -somebody, possibly on the approval of the Secretary of State or by an order o-f the court. I am not going to suggest -that the clause be struck out. It is a most cumbersome provision, and I do not think we should adopt it into our Companies' Act.
At six o'clock the Committee took reces-s.
After Eeeess.
The Committee resumed at eight o'clock.
On section 3-Companies incorporated for certain purposes. Proviso, inter-insurance contracts.


Alexander Kenneth Maclean: Is there any necessity for having this proviso?


Arthur Meighen: There is some doubt as to the power of a company incorporated by charter under the Companies Act to engage in inter-insurance. I understand that it is a modern method for companies to band together and insure each other.


Alexander Kenneth Maclean: That is not carrying on insurance business. '	|


Arthur Meighen: Well, it is in a way. They are insuring other companies, and we want to make it clear that they can do it.


Alexander Kenneth Maclean: Is it desirable to add this proviso? If this re-insurance is a species of insurance, it is better that the companies should not have this power. Who has raised this question? It has never been- raised in the courts.


Arthur Meighen: It is not the business of insurance strictly speaking, I would think, but it is a species of insurance all the same. I understand that Mr. Wegenast, who has -had considerable to do with company law and is somewhat of an authority, -is anxious that this protection be granted. The subject, I understand, has been litigated in the province of British Columbia.
On section 4-New sections added:


Alexander Kenneth Maclean: Is the word "sporting" in the English Act?


Arthur Meighen: I wish to move a rewording of this section. I move that:
The words in subclass 1 of section 7a, being now, part of section 4 of this Bill, commencing at the beginning and ending at the word "gain" in the fifth line of such subclause be struck out and the following substituted therefor :
When the application is for the creation of a corporation to carry on in more than one province of Canada without pecuniary gain, objects of a national, -patriotic, religious, philanthropic, charitable, scientific, artistic, social, professional, or sporting character or the like.
I do not think the word "sporting" is in the British Act.


Alexander Kenneth Maclean: It -seems altogether out of place here.


Arthur Meighen: I am informed that we frequently -have application for such charters; for instance, from the Canadian Lacrosse and Ho-ckey Associations. I do not see .any re-ason why they should not come in, if -they are otherwise entitled to get their charter.


Alexander Kenneth Maclean: But it seems to be contrary to the spirit and origin of th-is section, which is for the convenience of corporations organized for religious and philanthropic purposes. A sporting association is an entirely different thing and should incorporate under -the provincial companies Acts. There is no particular reason -why they should have special privileges.
Mr. GKAH-AM:	Le-t me say a word on
behalf of these amateur athletic associations. T-he trouble with amateur sporting associations is that they have not been properly managed during the last few years, and professional sport has -driven them out. Take the National Lacrosse Association, for -instance, which spreads all over Canada. In the old days there was an amateur lacrosse club in every hamlet and town in Canada, and in my opinion, if these amateur associations had been organized under a proper charter -and had been pro-perly managed, amateur sport

would not th.ave had to give way to professional sport. I aim not objecting to professional sport, but there is undoubtedly a certain development of physical and mental manhood in good amateur sport. These sporting associations are not confined to one province. The rugby football championships, for instance, before the war, were, nearly always decided between Montreal, and some Ontario club. I submit 'that these sporting associations ought to be incorporated in the simplest possible manner. No person makes any money out of them, but many patrons subscribe for the sake of 'the sport. I am of the opinion that " sporting " in its true sense has its proper place in this Bill.


Alexander Kenneth Maclean: I can understand that national, patriotic, religious, philan-tropic and artistic organizations might want to operate in all provinces of Canada, but I do not see that sporting organizations are on the same plane at all. Sporting is not a business, as contemplated by this Act.


Arthur Meighen: None of these are businesses.


Air.  A. K. AIACLEAN@: The question of jurisdiction as between the Dominion Parliament .and provincial legislatures could not .arise. The only place a sporting organization would need a charter would be in the province of its domicile. There is nothing in our law to prevent them going out into other provinces.


Arthur Meighen: Scientific organizations can do that also. Is there not just as much reason to include sporting organizations as these others?


Alexander Kenneth Maclean: No, because frequently the work of religious organizations is spread over all the provinces, and these organizations are really carrying on a work. There is nothing for a sporting organization to do except to hold property somewhere, f hey may proceed from one province to another playing games, but that is not business. I do not think we should encourage the incorporation of sporting bodies under the Federal Companies' Act, but rather under the provincial Acts.


George Perry Graham: The bon. member for Halifax (Mr. A. K. Maclean) and I cannot agree on this point. Take the National Hockey Association, for instance, which play.;? its championship games in Vancouver and Victoria.


Alexander Kenneth Maclean: There is nothing to stop them doing that.


George Perry Graham: I know. But they have a central body that decides, all disputes. These ought to have a central power, so that men from every part of the Dominion would be entitled to a voice on account of their responsibility for the work and welfare of the federal organization. I have had a great deal of experience, in my younger days, in lacrosse, football and hockey and I see a great benefit in allowing these o<-ganizations to have a charter that would he Dominion-wide and to get it in the simplest manner possible.


Alexander Kenneth Maclean: It is no good to them; it does not help them to do anything.
On section 7 B-Issue of shares without nominal or par value:


George Perry Graham: An insurance company does not come under this?


Arthur Meighen: No; it has to get a special charter. This is out of the New York State Act.


Alexander Kenneth Maclean: Going hack to section 7 A. Do you permit these associations to use the word "limited"?


Arthur Meighen: It is not incumbent upon them under section 33 of the main Act.


Alexander Kenneth Maclean: I mean companies organized for patriotic and philosophic purposes.


Arthur Meighen: They do not need to use it.


Alexander Kenneth Maclean: I do not see anything in the section which relieves them from it.


Arthur Meighen: If my hon. friend will look at what is now sub-sub-clause (a) of sub-clause 6, page 3, he will see that section 33 does not apply. Consequently they do not need to use the word "limited". Section 7 B is a clause providing for the incorporation of companies without any par value to their share capital.


George Perry Graham: Is that an American statute?


Arthur Meighen: It is. It was suggested first in the United States in 1892 by an eminent company lawyer by the name of Stetson. It was further discussed at the meeting of the Bar Association in 1899. Then it was adopted in Germany and other European countries. Belgium, amongst other countries, practises this style of company incorporation. It was first put in force on this continent in the State of New York in 1912. The example there has been followed by the State of Delaware and six other states and it


Alexander Kenneth Maclean: The Tesult will be the same.


Arthur Meighen: The result is the same in the end. For any one fully acquainted with all the facts and able himself to grasp what he needs to grasp, it is all right, but it is the other fellow who has to be protected. This would lead to the elimination of over-capitalization.


Alexander Kenneth Maclean: I do not believe it is going to do that at all.


Mr. R. B. BENNETT:: The practice which has been in viogue for the last few years in New York has been to incorporate companies without attaching a value to the shares.


Alexander Kenneth Maclean: Very little of that has been done so far.


Richard Bedford Bennett: It has been done very largely lately, and one of the best examples of it is that given by the Cuba Sugar Company, and other examples are afforded by other large companies of a similar character. They simply state the number of shares-so many preference shares at seven or eight per cent-and then 2,000.000 common -shares.


Alexander Kenneth Maclean: It will bring about the condition that the Secretary of State is trying to avoid. If the company has a capitalization of $50,000,000 par value with a large reserve and it desires to increase its capital issue, it will not like to do it without some reason for so doing. Large companies could reincorporate under the Act without a nominal or par value -being given to their shares and they could issue a billion shares.

The value is soon established by the earnings of the company, it is true, and the market quotations for each year may not be so high; but this can be used actually to increase your capital stock. You simply have more shares.


Arthur Meighen: You do not need to have this, you can increase anyway.


Alexander Kenneth Maclean: Frequently corporations do not like to do that; they do not like to antagonize the public in some cases.


Arthur Meighen: Would not the same restrictions apply here?
On section 6-tariff by Governor in Council:


Arthur Meighen: There will be some expense in the administration of the Act in connection with the filing of returns, prospectuses, etc., and it seems reasonable that the companies should bear the cost of the administration, as they get the benefit.
On section 43 C-Obligations of companies where no prospectus is issued-meaning of "private company":


Arthur Meighen: It will be observed that in subsection 2 the date before which this section shall not apply is given as the first day of September, 1917. I move to amend that to read "the first day of January, 1918."


Alexander Kenneth Maclean: Is there such a thing as a private company under our Act, as there is in the English Act?


Arthur Meighen: That is covered by subsection 3 of this section. We are establishing the power of restriction by this Bill.


Charles Murphy: They will exist after this?


Arthur Meighen: Yes.
Amendment agreed -to.
On section 43 D-Liability for -statements in prospectus:


Arthur Meighen: This is the British Act, followed in Ontario, British Columbia, Nova Scotia, Saskatchewan and Alberta. In Nova Scotiia the Act d-s modified. I -may say that in Quebec the company law has followed year by year the Dominion Companies Act. Whenever our Act was amended, the Act of Quebec was amended in the -same way, and as a consequence there ha-s been less confusion in that province. In the other provinces an entirely different course has been pursued.

On Section 54-By-law for reduction of share capital:


Arthur Meighen: This is the section which enables a company to reduce its share capital. I understand the Justice Department gave an opinion that a company incorporated under our Companies Act had not power to reduce its share capital, and while there has been a not very strict application of that opinion in the working out of the law, it was thought well that companies should have that power, and should have it inserted in their charter. It has application to preference stock.


William Humphrey Bennett: The Canada Northwest Land Act is the best example of that.
On section 54b-objections by creditors and settlement of list of objecting creditors:


Alexander Kenneth Maclean: I know the department here favours the control of companies by the Department of the Secretary of State. Personally, I think the English system is preferable, and that the corporations should he practically under the control of the courts. When you come to secure a reduction of the capital of a company, it is clearly a case for the intervention of the courts, because you have a conflict between minority and majority interests. For instance, a company may wish to pay off some preference shares that are outstanding. Another lot of shareholders may say the company should not pay them off and that it would he better business policy for the company to continue paying dividends on the preferred shares, and keep the capital. At any rate, you are apt to have a conflict between minority and majority shareholders, and the creditors. (The rights of creditors is the principal and important question involved in the reduction of capital.


Richard Bedford Bennett: Otherwise it is a domestic matter.


Alexander Kenneth Maclean: And it is clearly a case for the courts. I am not going to press my objection to-night, because I should be very glad to see the Bill go through, as it will improve the Act very much; but, should I be in the next Parliament, I shall endeavour to make amendments to this Bill, especially in respect to the matter we are now considering. I prefer the intervention of the courts in most of these matters, and the majority of the provinces have followed the English Act in that respect, and for the sake of uniformity I should think it better for us'to follow that Act. It is too far to come to Ottawa
from the extreme eastern and western provinces to secure some matter which might very easily be secured in the courts. I want to put myself on record as saying the Department of the Secretary of State, being a political department, is not the proper tribunal to determine a difference between majority and minority interests, or a matter which relates to the rights of creditors. I am not objecting to the administration of the department,_ I am speaking of the principle.


Arthur Meighen: I quite understand
that. I need not say I was in the department when the clause was framed, but the whole scheme of the Act seems to be to provide for the determination of these questions by the Secretary of State. Other questions just as important as this are being dealt with by him. Those who are acquainted with the working of the present Companies Act think this arrangement will be more expeditious. Perhaps, if I am Secretary of State next session, I will agree with the hon. member for Halifax.


Alexander Kenneth Maclean: I do not blame companies for liking things as they were under the Companies Act, because it was not an Act at all, it was merely a pretense.


Richard Bedford Bennett: I certainly agree in the main with what has been said by the hon. member for Halifax as t0' the necessity of leaving the jurisdiction, if possible, with the courts, subject, of course, to filing the order with the Secretary of State. I do not think it can be regarded as sound to vest in an official here powers of the character indicated in the sections under consideration, and which, in England, have not infrequently engaged the attention of the court of appeal.


Alexander Kenneth Maclean: It is like a winding-up procedure to some extent.


Richard Bedford Bennett: To some extent, of course.


Alexander Kenneth Maclean: And that is under the courts.


Richard Bedford Bennett: But in view of the lateness of the session, and the desirability, if we are going to get the Act through, of attempting to amend it, I am not going to do more than express an opinion, feeling at the same time that the Secretary of State is quite right in endeavouring to maintain in his office a complete record of all the companies that have federal incorporation, and to be enabled, if pos-

sible, to supply on request as complete information as the records of the company can furnish with respect to capitalization and the manner in which it has been dealt with. But it seems unfair to parties residing at a great distance from Ottawa to subject them to the delays involved in this system. I am not saying that matters that arise will not be dealt with, but I have some doubt about the question of expedition. For instance, shareholders in Vancouver, who desire to reduce the capital of their company, for reasons that may be best known to themselves, will have considerable labour before they succeed in having a request ultimately disposed of. But if the matters were dealt with by the courts certain notices would be given and the case would come before the judge. Then the filing of the order here would give the Secretary of State all the information. The rights of the creditors would be adequately protected by notices given and by the judicial determination of the matter. But I am not going to urge the change; I merely express myself as favourable to the suggestion of my hon. friend from Halifax, rather than to the provision in the Bill.
On section 54c-order confirming reduction :


Alexander Kenneth Maclean: I spoke this afternoon about the words "and reduced" in 54a. I should like to see them struck out.


Richard Bedford Bennett: So would I.


Alexander Kenneth Maclean: But that could not be done without disarranging the whole section. These words are absolutely valueless.


Arthur Meighen: That is in order to conform very closely with the English Act.


Alexander Kenneth Maclean: The English Act with respect to the reduction of capital is very unsatisfactory to English practitioners. They object to it very much.


Arthur Meighen: Section 54c is the British Act and the British Columbia Act.
On section 54e-penalty for concealment of name of creditor:


Frank Broadstreet Carvell: That is a pretty stiff penalty.


Alexander Kenneth Maclean: It should be stiff.


Richard Bedford Bennett: You cannot make it too stiff and have the provision successful.
fMr. R. B. Bennett.]


Frank Broadstreet Carvell: 
Arthur Meighen: This very point was threshed out fully in the Senate Committee. A very much lighter penalty had previously been provided-six months' imprisonment. One of the largest company men in the Senate, Senator Nicholls, of the General Electric, was most insistent that the provision would be valueless unless a substantial penalty was provided.


Richard Bedford Bennett: There is no question about the seriousness of the reduction of capital; that has been well indicated by the observations of the member for Halifax (Mr. A. K. Maclean). If the creditors are not made aware of the fact that capital is to be reduced, the result, of course, is very disastrous to them. It is, therefore, of primary importance that every opportunity should be given to every creditor to protest against a reduction of capital. Moreover, the Act provides that the Secretary of State, if satisfied in respect to every creditor of the company who is entitled to object to the reduction, may issue supplementary letters patent confirming the reduction on such terms and conditions as he thinks fit. Therefore, the cotteealment of the name of a creditor would not only affect the interests of the crediors themselves but might to some extent impair the entire usefulness of the action of the Secretary of State. I think a severe penalty is very essential.


Frank Broadstreet Carvell: The penalty is for wilful concealment.


Richard Bedford Bennett: The Bank of Yarmouth case is an authority on that poin'.


Alexander Kenneth Maclean: What is the
penalty in the English Act?


Arthur Meighen: Six months' imprisonment.


John Allister Currie: I did not understand that this Companies Act Amendment was to be gone on with this session. The Bill stands in the name of the Finance Minister (Sir Thomas White).


Arthur Meighen: No, in the name of the Secretary of State (Mr. Meighen).


John Allister Currie: The Finance Minister was communicated with, and he told several newspaper proprietors that the Bill would be taken up 'by the Private Bills Committee.

These men desire to toe beard before the committee and the Government or the Cabinet in respect to several of the clauses proposed to be amended. The Retail Merchants' Association also wish to place representations before the Government before this Bill is finally passed. They communicated with the Finance Minister on the subject, and it is not any breach of confidence for me to produce the letter that the minister wrote in reply to the secretary of that association. It is as follows:
Ottawa, September, 5, 1917. Dear Mr. Trowern :-[DOT]
I have yours of the 4th instant with reference to the Act amending the Companies Act. Tour representations will receive our careful consideration. It is possible that the Bill may not be proceeded with in the Commons on account of congestion of business there.
Yours faithfully,
W. T. White.
The Finance Minister told me that the Bill would not be proceeded with. I was very much surprised when I heard from Mr. Trowern thlat the Bill was being taken up at this late day in the session.


Frank Broadstreet Carvell: What are the sections of the Bill in respect of which the parties to whom my hon. friend refers would be injuriously affected?


John Allister Currie: There is one amending clause in this Act enabling co-operative companies to be established all over the country.


Arthur Meighen: There is no such clause. It was in apprehension of that that the persons to whom my hon. friend refers asked that the matter be considered.


John Allister Currie: The other section to
which objection is taken is that which does away with the advertising of incorporation. Several newspaper proprietors communicated with me on the subject, they wanted to send a deputation.


Alexander Kenneth Maclean: What do you
think about that yourself?


John Allister Currie: I think it is a proper
thing.


Alexander Kenneth Maclean: To cut it out?


John Allister Currie: No.


Alexander Kenneth Maclean: What is the good of compelling companies to spend money advertising in newspapers the fact that they have been incorporated?
or ten lines stating that certain gentlemen had been incorporated under the Companies Act, it would not be so bad; but when they have to print columns of material which the average man would not understand if he did read-


Richard Bedford Bennett: And which nobody does read.


Frank Broadstreet Carvell: I do not think that the newspapers need business so badly as all that.


John Allister Currie: That is the ground that
the newspaper proprietors are taking, and in justice to them they should be heard. Half a dozen of them have told me that they do not desire any changes to be made in this Act. This Bill proposes to do away almost entirely with the present method of incorporating companies and to adopt what is known as the Ontario Act. A number of clauses in the Ontario Act, while they may do very well in provincial legislation, should not be incorporated in a Dominion Act. For instance, one clause provides that a list of shareholders must be sent annually to the Government.


Arthur Meighen: That is struck out.


Mr. MEDDLEBRO:: Neither names nor
amounts are required by this Bill.


John Allister Currie: In view of the fact that the public were given to understand that the Bill would not be gone on with, I do not see the necessity for going on With it at this late hour in the session. It is a very important Bill, one that should go before a special committee and be just as carefully considered as the Bank Act. On several occasions since I became a member of this House attempts were made to bring about amendments to the Companies Act, but on each occasion nothing was done. Now it is proposed in the dying hours of the longest session of the longest Parliament that we have had to go on with these important amendments to the Companies Act. I should like the Government to consider whether it is good policy to make these changes. I have not had time to read the Bill, but I have received a dozen letters with regard to it. I have given people the assurance that the Bill would not be gone on with.


Frank Broadstreet Carvell: Does the hon. member not realize that this Bill was carefully threshed out in the Senate?


Frank Broadstreet Carvell: If th;y were compelled Mr. R. B. BENNETT: For five weeks, off to put in only an ordinary notice of eight an(j on_


Arthur Meighen: The newspaper men were all heard.


Frank Broadstreet Carvell: A Bill like this is particularly within the province and jurisdiction of the Senate. Some of the best business men an Canada are in the Senate; indeed, we are supposed to have none but good business men in the Senate.


Richard Bedford Bennett: Do not look at me.


Frank Broadstreet Carvell: I am looking at my hon. friend because I anticipate that he will be there before long. Legislation of this character adopted by the Senate is entitled to careful consideration at our hands. It is in proper accordance with our parliamentary system that the Senate should initiate legislation of this kind. Now that they have dealt with the Bill, I feel almost like accepting it in toto. Any practising lawyer who has any company business realizes that the Companies Act of Canada has been almost hopeless. Ontario has a good Act; some of the western provinces-Alberta, for instance-have up-to-date Acts. In my practice I loo-k upon the Dominion Companies Act as almost obsolete, and for that reason I am very anxious to see this Bill go through.


Arthur Meighen: I may say, for the information of the hon. member for North Simcoe (Mr. Currie) that in view of the tremendous pressure of the legislative programme of this session, I am not surprised if the Minister of Finance was under the impression that he would not likely reach the Bill.


Alexander Kenneth Maclean: I think the Minister of Finance really had reference to the Bill which I introduced in the House.


John Allister Currie: No, to the Companies Act of the Senate.


Alexander Kenneth Maclean: The Bill I introduced was practically a new Act, and I had arranged with the Minister of Finance to refer it to a special committee. Later on we agreed that it would not be pressed at this session.


Arthur Meighen: There is also a Bill No. U2 of the Senate amending the Companies Act.


John Allister Currie: The Bill referred to is
this Senate Bill, there is no question about that whatever. 'There is nothing in the argument of my hon. friend (Mr. Carvell) that the Senate has considered this Bill, when we realize that the -Senate, in amending a money Bill, the other day forgot that

there was such a thing in history as a fight between the King and Parliament as to who should grant Supply, and caused as great inconvenience thereby. That 6hould prevent us in this House from viewing too *seriously the fact that the Senate has been considering this Bill for a long time. There was a time when the Senate left Finance Bills alone. Of recent date, however, the Senate has given itself over to considering that the question of the finances of the country rests entirely upon its shoulders, and a week or ten days ago serious discussion was undertaken in the Senate in regard to Supply, and senators there held the view that the Senate has a perfect right to deal with Supply. They claim that this House has only made a rule dealing with Supply, and they ignore altogether the fact that there was a revolution in England and a change in the constitution which placed the granting of supply in the hands of Parliament. Parliament in England has never given the privilege of granting supply over to the House of Lords, and I am certain this Parliament will not give it over to the Senate. This Bill has been the subject of a great deal of discussion in the Senate. The matter was given considerable publicity in the press. Many of us do not read what the press says about things that happen in the Senate, because we are so much taken up with what we s-ay ourselves. Other hon. members have asked -me when the Companies' Bill was to be taken up in the House of Commons. If the Companies' Act is to be seriously dealt with in this House it should go before -a special committee, if we want a revision of the Act at all. The Senate has sent a few amendments here which appear to be quite harmless, but the Act they propose is a most drastic change of the Dominion Companies' Act. In view of the fact that the Companies' Act has received a great accession of strength from decisions of the Privy Council and the courts -as to jurisdiction, it would be a wise 9 -p.m. thing for the Secretary of State Department to take up the whole matter during the interval, and at the next session of Parliament introduce some Bill that will be workable and readable. I wish again to protest, because I notice that the advertising clause still remains struck out. and for that reason I think the newspaper proprietors should have been heard before this House. Newspaper proprietors and the public generally have no influence whatever with the Senate, and in that case, what

is the use in their appearing before a committee of the Senate, unless it is to logroll and lobby senators into passing Bills to help out leading financiers in the country? Every cne knows that the House of Commons is amenable to public opinion; it is a representative body, and for that reason I think a Bill of this kind sent over by the Senate at this late hour of the session should he withdrawn.
On section 69a-.registration of mortgages and charges:


Arthur Meighen: I move to amend section 69a by striking out the words "September" and "seventeen" in the second line and substituting therefor the words "January" and "eighteen."


[Stage Direction]
Amendment agreed to.
Richard Bedford Bennett: This is a drastic section. The trust deed must be lodged with the Secretary of State. The section says:
Every mortgage or charge... shall, so far as any security on the company's property or undertaking is thereby conferred, be void against the liquidator and any creditor of the company, unless the prescribed particulars of the mortgage or charge, together with the instrument (if any) by which the mortgage or charge is created or evidenced, are delivered to or received by the Secretary of State of Canada, for registration in manner required by this Act within twenty-one days after the date of its creation, but without prejudice to any contract or obligation for repayment of the money thereby secured ; and when a mortgage or charge becomes void under this section the money secured thereby shall immediately become payable.
That is the decision of the House of Lords on that point. Twenty-one days, however, from the date of creation of the mortgage to file the same seems a very shoirt time in this country where enormous distances are to be covered. Does not the Secretary of State think twenty-one days a very short time? I had a case in which it was necessary to register a trust deed in four provinces, and in order to comply with all the laws of the different provinces, it was necessary for me to get a special order of the court, before 1 got through, because of the difficulty of getting in and out of the land titles and registry offices.


Arthur Meighen: Twenty-one days is the English time, but my hon. friend is quite right. We ought to allow about a week extra on account of our distances.


Richard Bedford Bennett: I have in mind thirty days or more. I did not like to suggest more than thirty days because the min-
375i
ister might regard it as too long. If you take a trust deed that affects a company like the Canada Cement Company which carries on operations in Manitoba, Alberta, Quebec, and Ontario-and I think it had some property at one time in British Columbia-it takes a great deal of time to register such a trust deed.


Arthur Meighen: I move that the words "twenty-one" be struck out of line 6 oi section 69 A on page 16, and the word "thirty" he substituted therefor.


Frank Broadstreet Carvell: I have not read this clause carefully, but unless there is some provision by which duplicates could be used, even thirty days is not enough. Take a trust mortgage involving, as very often happens, land in four or five different counties or even provinces. Under our system of registration in the Maritime Provinces, where we have no Torrens system such as exists in the West, every document must be registered and copied out at full length in the registry office.
A trust mortgage of twenty or thirty pages of typewritten matter, as would ordinarily be the case, could' not be registered in three out of four of the registry offices in the Maritime Provinces without causing delay 'too long for this period of thirty days. But if duplicates or triplicates could be used, the difficulty would be overcome.


Richard Bedford Bennett: In all the trust
deeds now created the provision is made, usually in the last paragraph, that duplicates may be used' as originals. I am a little doubtful whether or not the language should not be made a little clearer by inserting in line three, after the word " with," the words " an original of." The very point my hon. friend from. Carleton has just mentioned, occurred to me just as he got on his feet.


[Stage Direction]
Amendment agreed to.
Arthur Meighen: I beg to move:
That in line 3 of page 16, after the word "with" there be inserted the words "an original of."


Frank Broadstreet Carvell: I think that is a good
suggestion.
Mr. R. B, BENNETT:	There is great
value attaching to this, because it enables those desiring to know what obligations are outstanding, to apply to the Secretary of State and get the information for the whole of Canada


[Stage Direction]
Amendment agreed to.
[Stage Direction]
1 Mr. MEIGHEN: I beg to move:
' That the word "twenty-one" in lines 19 and 23 of page 16 be struck out and the word "thirty" substituted therefor. Also that in *Jine 41 of the same page the word "September" be struck out and the word "January" substituted therefor; and that in line 42 of the same page the word "seventeen" >be struck out and the word "eighteen" substituted therefor.
Amendment agreed to.
Arthur Meighen: I beg to move:
That the word "seven" in line 35 of page 18 be struck out and the word "fourteen" substituted therefor.
. Amendment agreed to.
' Mr. A. K. MACLEAN: Referring to page 17, subsection 4. 'We have no provision in the Canada Companies Act with reference to allowing commissions or discounts, but there is such provision in the English Act. It permits a company to pay a commission to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally. Of course you could sell mortgage bonds at a discount, and you might always be able to sell debenture shares at a discount.


Arthur Meighen: I believe there is a corresponding provision in our Act.


Richard Bedford Bennett: We use in some instances the word "bonds," and in others the word " debentures." " Bond," of course, is not as common a word in England as it is here. In the United States the word "bond" is used in preference to the word "debenture," I do not think we should get away entirely from the use of that word "bond."


Alexander Kenneth Maclean: The interpretation clause includes "bonds."


Arthur Meighen: A commission may be [DOT]paid on all bonds and debentures, but not on shares.


Alexander Kenneth Maclean: Have we a section in our Act permitting the , sale of shares below par?


Arthur Meighen: This does not refer to shares, but to bonds or debentures.


John Allister Currie: If this clause passes, the underwriting agreements for the taking of "bonds would have to be filed with the [DOT]provincial secretary, and I do not think the banks would approve of that. Such -information has never been disclosed in any country in the world.


Arthur Meighen: I understand that the Bankers' Association have thoroughly scru-

tinized this clause, and have no objection to it.	[DOT]


John Allister Currie: Is there a Companies Act in Canada or anywhere else which compels one to disclose the amount of commission paid on the sale of debentures or bonds?


Arthur Meighen: There is such a provision in the English Act, and in the British Columbia Act.
On section 69C-Filing of accounts of receivers and managers:


Richard Bedford Bennett: This subsection runs concurrently to some extent with the provisions of the law relating to the receivers or officers of the courts. The receivers, being officers of the courts, have to account, of course, to the courts for the receivership. It would seem to me that all the Secretary of State might reasonably ask would be the filing with him of all such accounts as were regarded as necessary by the courts of the province in which the receivership was taking place. I do not think we should put them to the expense of doing too much of that sort of thing.


Arthur Meighen: This receiver stands in the position that the debenture holder does; he is not a liquidator appointed by the court at all.


Richard Bedford Bennett: I had occasion
only once in my life to work out the provisions of the law in a case in which the debenture holders took possession. It was under an English trust deed. We did not have a liquidator-only a receiver-and the receiver was an officer of the, court. He had to file his accounts.


Arthur Meighen: That is if he is appointed by the court.


Richard Bedford Bennett: No, but he took
possession for the debenture holders, and under the trust deed he had to go to the court to put himself in proper position. No one would have thought of trying to follow the provisions of the trust deed without going to the court. If he had done so he would have found himself up against [DOT]all kinds of difficulties and no one would have paid any attention to him. However, I am not going to raise any difficulty about the filing of reports because I think they should be filed.


Arthur Meighen: I do not think this
would obviate the necessity under the present law of filing the reports with the court, but when a record of all encumbrances against the company is kept by the

Secretary of State's office, there (should also, analogous to the practice in the registry offices, be a record of -satisfaction.


Richard Bedford Bennett: Section 60D seems to give recognition to the court of the province. The court comes in there and the Secretary of State has power to order the making of an entry of satisfaction under section 69E. Under that section you have to have it done every six months, whereas it would seem that it would be amply sufficient if such report were made at the termination of the receivership or when the entry of satisfaction was put in. It does not make any difference but it is putting them to needless expense. However, it is not a matter that is vital.
On .section 69G-Penalties:
-Mr. CARVELL: This does not invalidate the deed but it simply provides a penalty for officials failing to register these instruments.


Richard Bedford Bennett: The other section did that.	_


Alexander Kenneth Maclean: This penalty is
very much in contrast with the penalty provided in the -reduction-of-capital clauses.


Frank Broadstreet Carvell: Two hundred dollars -a
day is quite .a penalty.
Mr. A. K. MA'CLEAN: I think that the penalty provided for by the reduction-of-capital clauses ought to be reduced. You ought to keep them uniform.


Arthur Meighen: This is not so serious as the other offence; there is very great disparity between them.


Alexander Kenneth Maclean: The penalty
should be very much lower than $200 a day. What is the penalty in the English Act?


Arthur Meighen: 
Richard Bedford Bennett: All these sections refer to debentures. As a matter of fact we only issue debentures in this country once in a blue moon.


Alexander Kenneth Maclean: "Debentures" includes bonds.


Richard Bedford Bennett: Where is the definition of that?	*


Alexander Kenneth Maclean: It is not in thev
Bill.


Richard Bedford Bennett: That is the point I am raising.	_


Alexander Kenneth Maclean: It is in the Pro-; vincial Companies Act.


William Sora Middlebro: What is the difference?


Richard Bedford Bennett: There is a very' great difference between a debenture and a bond. Speaking generally, used in the sense in which it is used here, a debenture very often means something unsecured by a specific instrument. "	.


William Sora Middlebro: It all depends on the. document itself.


Richard Bedford Bennett: Certainly. You
can have debenture and a bond. On the' American -continent the word "bond" is^ usually used to mark a security that is emitted by a -company and secured by a-trust deed and mortgage on property.


Alexander Kenneth Maclean: As a matter of fact they are practically one.


Richard Bedford Bennett: But if you are going to sell them in New York a five per, cent gold bond is the word they use. Go down there and talk about selling a debenture and they at once think you are. dealing with an English security. We must not pass a Bill that is going to preclude us from using the word "bond."	:


Alexander Kenneth Maclean: We can fix that by amending the interpretation clause. Say:	"Debenture" includes "debenture
stock and bonds."


Arthur Meighen: Section 69 of the Act authorizes the issue of bonds, debentures or other securities.


Richard Bedford Bennett: All these sections -deal with a security called a "debenture" ias if it were the only class of security that might be emitted by a corporation secured, under the provisions of a trust deed. It -would be fatal to the administration of the^ Act, having regard to what we have to call our securities for the purpose of marketing them, probably, iin the United States, i-f we insisted upon the use of the word "debenture" instead of the word "bond with which they -are familiar in that country. They use the words "municipal debenture" and they also use the word " bond with respect to industrial and other securi-

ties. They also use the term "debenture stock" with respect to securities issued by railway companies under certain conditions as distinguished from debentures as used with relation to English securities, the English word being always "debentures" and ours "bonds." As long as the Under Secretary of State satisfies the minister that the use of the word "bond" has not been disparaged by this legislation I am satisfied.


Arthur Meighen: That might be amended by adding the word "bonds" to 69a near the bottom of page 15.


Alexander Kenneth Maclean: No, to paragraph 2f.
Mr. MEIGHENYes, but my hon. friend (Mr. Bennett) refers to its special application to the provisions which are added to section 69 of the present Act. Section 69 of the present Act provides for the issue of bonds and debentures. The point raised by the hon. member for Calgary is that the Bill ought to use the words "bonds and debentures" throughout.


Richard Bedford Bennett: I am referring to it as touching on these specific sections only; they limit it to the word "debentures."


Alexander Kenneth Maclean: I think it would be most important to use both words, "bonds and debentures," or "bonds or debentures." You could add another clause to the interpretation clause.


Arthur Meighen: We have no interpretation clause in this Bill. That is in the main Act.


Alexander Kenneth Maclean: It is in *he main Act, but it would apply to this.


Arthur Meighen: We could, of course, add a new clause amending the interpretation clause of the old Act.


Alexander Kenneth Maclean: We might add to the interpretation clause of the old Act a sub-clause (h) "debenture includes debentures, debenture stock and bonds."


Arthur Meighen: Is that not the definition in the old Act?
Mr, A. K. MACLEAN: There is no. definition; otherwise the objection of the hon. *member for Calgary (Mr. R. B. Bennett) would not be substantial.


William Sora Middlebro: You claim there is a difference between "bond" and "debenture"?	-


Richard Bedford Bennett: In some particulars, "Debenture" we say should include "bond."	.


William Sora Middlebro: There is a definition in the Companies Act, and if you amend this it might change the meaning of other parts of the original Companies Act.


Arthur Meighen: I had occasion to go
into this question of the difference between bonds and debentures about four years ago, and I came to the conclusion that while, geographically, there is a difference in the ordinary understanding of the words, the term "debenture" is founded more on the note without specific security, while "bond" is founded on the notion of the basic specific security on which it Tests. But I cannot see how a court could distinguish between them now.


Richard Bedford Bennett: And yet the character of the instrument must at all times determine the character of the security based upon it. The word "bond" is based on the old assumption that the individual was by this bond bound, and the bond was based on a specific security. The debenture originally had no security necessarily behind it, and hence you have no security specifically charged. You frequently had the use of the words "municipal debenture," being a charge on all the property of the municipality without specifically describing it as such, and you frequently got the word "debenture" referring to a floating charge more accurately than "bond." Without going into the historic side or attempting to define the exact difference between them at common law-and there are decisions in the Court of Appeal and one in the House of Lords- the real fact is that the words " bond " and " debenture " have become more or less interchangeable in use. In America they prefer to use the word " bond " with respect to securities that are emitted1 by a company secured by a specific charge or mortgage in trust upon its property, together with a floating charge; and " debenture stock " has the attributes of a bond or debenture and in addition to that, certain voting powers in the event of certain contingencies arising. Hence it is that the .four per cent perpetual debenture slock of the 'Canadian Pacific railway may, under certain conditions, exercise voting power.


Alexander Kenneth Maclean: That is like a
deed.


Richard Bedford Bennett: That is the specific attribute of debenture stock, and that is why " stock " is different from " debenture," because " stock " implies exercise of yoting power, and common stock or common shares carry with them always voting power.


Alexander Kenneth Maclean: In certain events.


Richard Bedford Bennett: Always, unless
there toe certain limitations placed upon a certain class of shares such as Bethlehem Steel the other day. The word " stock " implies a power to vote and assist in the control of the (enterprise; "debenture stock " means a security with the attributes of a debenture plus the right, under certain conditions, to exercise voting power anl thereby control the corporation. But tc eliminate the use of the word " bond in this country would be destructive of the very purpose for which this A.ct is being framed; for if I undertook to create in a trust deed purely debentures and never had the right to create bonds, I am satis-,fied that, with respect to certain enterprises with which I am quite familiar, you would have exceeding difficulty dealing witlh them, and especially if you were issuing, say three series of bonds. I have in mind two companies both of which have issued three series of bonds as authorized under trust deeds. The issues may be up to $3,000,000. They have exercised the .power to issue to the extent of three-quarters of a million dollars under series A, three quarters of a million dollars under series B and three quarters of a million dollars under series C. *If we come in and pass this Act and call these securities " debentures," and debentures only, we shall bring about a state of affairs that I think the law officers would say would not be what was intended. Rather I think that "bond" and "debenture" should be synonymous, "debenture" being the English term and "bond" being ours.


John Allister Currie: Mr. Chairman, I wish to draw your attention to the fact that there is no quorum.


John Dowsley Reid: There is a quorum.


Joseph Hormisdas Rainville: There is a quorum, twenty-three or twenty-four.


Alexander Kenneth Maclean: I have sent over a suggested amendment to the Secretary oi Rate.


Arthur Meighen: Perhaps we could return to sub-clause 2 and add that there be added thereto the following as sub-section (hi, " 'debenture' includes bonds."


Alexander Kenneth Maclean: " 'Debenture' includes debenture stock and' bonds."


Richard Bedford Bennett: '"Debenture' includes debenture, debenture stock, and bonds."
On section 69 K-Payments of certain debts out of assets subject to floating charge in priority to claims under the charge:


Richard Bedford Bennett: This gives preference claims the right to he paid out of floating charge property; that is those having prior claim in point of law, wages anl, under certain conditions, rent.


Edward Mortimer Macdonald: The language is
rather peculiar "the debts which in every winding-up." There ought to be some more definite indication that this refers to wages or rent.


Arthur Meighen: One would think it
should be just "in winding-up." I am inclined to agree with my hon. friend. The British Act used the words "every winding-up."


Alexander Kenneth Maclean: What is wrong with it?


Arthur Meighen: It does not seem good drafting.


Edward Mortimer Macdonald: In England, there are questions of winding up, but they have only one jurisdiction there. Here it might be urged that the Act is broad enough to cover any provincial winding-up act. It is intended to avoid litigation.


Frank Broadstreet Carvell: We would have no jurisdiction to interfere with provincial legislation or a provincial company.


Richard Bedford Bennett: Unfortunately we have power to interfere with provincial companies. The courts have held-and the decisions have been sustained-that a liquidator under the Winding-up Act cannot bring an action except with the consent of the court, and the court must be the one where the original order was granted. I had to come to Ontario to get a right to sue in a winding-up proceeding which was started out West.


Arthur Meighen: It seems to me we cover the case by striking out the word "every" in line 34.
Subsection amended and agreed to.
On section 10-Restrictions on appointment or advertisement of director:


Edward Mortimer Macdonald: What is the theory at the base of this proposition? You have

a prospectus issued with provisional directors, and you preclude their appointment, except under certain conditions. What is the genesis of that proposal? I should think there would be no necessity for it.


Richard Bedford Bennett: Yes, men's names have appeared upon prospectuses when these men were not really directors, and this is to obviate the possibility of any difficulty of that kind. The consent must be filed in the minister's office.


Edward Mortimer Macdonald: This does not appear to be taken from the English Act.


Arthur Meighen: Yes, it is the Imperial Act.


Frank Broadstreet Carvell: Does this change the method, so common in miany portions of Canada at the present time, of organizing a company out of the stenographers in an office?


Arthur Meighen: That is the purpose of this section, combined with the former section.


Frank Broadstreet Carvell: That is what I thought, and I think the provision is very salutary one. I think it is a mistake to allow people to form joint stock companies with purely fictitious directors.


Alexander Kenneth Maclean: That is not the reason of this section.


Frank Broadstreet Carvell: I think any body of men forming a joint stock company and receiving the legal right to become an entity should come out in the open; the people would know who they are.


Arthur Meighen: This section follows on to be consistent with the previous section which prevents the well known practice of forming companies out of stenographers, or stool-pigeons of one kind or other, and then holding out to the country in the prospectus, that some eminent man is to be director.


Frank Broadstreet Carvell: That is it.


Arthur Meighen: Unless he is named in the first place, and his consent filed, that cannot be done.


Alexander Kenneth Maclean: Under the English Companies Act, you can incorporate with the office clerks, hut they have provisional directors only, and the Act makes provision for that. We have no such provision. I do not see how it would prevent the arrangement which the bon. gentleman from Carleton hoped it would prevent.


Richard Bedford Bennett: Yes, it will.
[Mr. Macdonald.1


Frank Broadstreet Carvell: Take this in connection with the previous section.


Edward Mortimer Macdonald: To what section does the bon. gentleman refer?


Arthur Meighen: On page 6, section 43, 43A, 43B, 43C, 43D.


Alexander Kenneth Maclean: That is only when you propose issuing a prospectus.


Arthur Meighen: The hon. gentleman
suggests it may be done when there is no prospectus issued?


Alexander Kenneth Maclean: Yes, it would be a good provision to enact that, before any person can be named as director in a prospectus, his name must be filed, but I do not see how it would prevent the organization of a company with a provisional board of directors by the use of office hands, and I do not know that it is desirable to prevent that. That is not the object of the section.


Arthur Meighen: If the office hands have the stock, and there is no appeal to the public by prospectus, nobody requires to be protected.


Frank Broadstreet Carvell: There is no objection if there is no prospectus issued to the public. I think this is a proper section, coupled with section 43B, because the damage is not done by the ordinary small business corporation that is being created and which is not issuing a prospectus, but by the flotation of the big companies which start out with flaming headlines. I think these provisions are all right.


Arthur Meighen: I move that after the word "prospectus" in line 10 section 10, the words "or in any notice in lieu of prospectus" be added.


Alexander Kenneth Maclean: Where did subsection 2 of section 10 come from? Is it original?


Arthur Meighen: It is out of the English Act. In fact the whole section is practically word for word with the English Act.


Edward Mortimer Macdonald: The result of these combined sections is that the practice of a solicitor putting his stenographers in as provisional applicants is done away with.


Arthur Meighen: This provision prevents a company from offering fox sale shares, debentures, or bonds, while pretending to the public that certain parties are directors when as a matter of fact they are not bona fide directors. It does not go so far as to say that a company may not be composed

of certain, persons named as provisional directors, when, as a matter of fact, the permanent directors are "well known to be others entirely. That could be done so long as there was not an appeal to the public.
On section 92-investigation of affairs of company:


Arthur Meighen: I move that the word "warranting," in line 33, page 22, be struck out and that the following be substituted therefor: "as in the opinion of the Secretary of State of 'Canada warrants," and that the words "in the opinion of the Secretary of State of Canada" be inserted after the words "members as," in line 37.


[Stage Direction]
Amendment agreed to.
On section 94a-appointment and remuneration of auditors.
Alexander Kenneth Maclean: If the company fails to appoint an auditor at its annual general meeting, why should not the directors have the power to appoint, rather than the Secretary of State?


Arthur Meighen: The auditor is primarily to be elected by the shareholders. If the shareholders omit to elect an auditor it would appear to me to be better to leave it to the Secretary of State than to the board of directors.


Frank Broadstreet Carvell: Auditors are appointed by the shareholders, not by the Government.
On section 94b-powers and duties of auditors:


Arthur Meighen: This is copied word for word from the British Act.


Alexander Kenneth Maclean: This provision will not apply to private companies?


Arthur Meighen: Yes, this provision applies to private companies.
On section 105-Annual meeting.


Richard Bedford Bennett: The balance sheet provision is entirely too cumbersome and exacting in its demands for any other thau a public company of some magnitude. It is entirely too much to ask small companies in remote communities or small companies with a few shareholders in large cities, incorporated under this Act, to give all the information required in this balance sheet. The trouble is that the provision will be disobeyed. It is too much to ask companies that have a capital of $100,000 and perhaps six shareholders to go through all this formality and prepare a balance sheet with all these details. Auditors are not accustomed to preparing a statement containing all that information. During the last few hours I have been reading the report of the Canadian Locomotive Company, and its balance sheet, published in a newspaper, contains a very clear statement of assets and liabilities, and it gives the report to the shareholders certified by the auditors, indicating the profits, depreciation account and matters of that kind. Under clause (j) of subsection 2 of this, section, the balance sheet must show the amount of common shares, subscribed for and allotted and the amount paid thereon, showing the amount thereof allotted for services rendered, for commissions or for assets acquired. After a company is once launched, who has any interest in those things? The people who have succeeded to the company may noi know anything about these matters. The Secretary of State has all this information before him on the incorporation of the company. I have in mind a statement I saw from one of the largest companies of Canada the other day in response to an inquiry addressed to it. The statement was that the present officers had no such knowledge. What abuse is sought to be remedied, a* against an auditor's certificate?


Arthur Meighen: First of all, these very provisions have been in operation in Ontario for some ten years, I understand, with very considerable satisfaction.


Richard Bedford Bennett: I am told that they are more honoured in the breach than in the observance by small companies.


Arthur Meighen: I have not that information. Furthermore, they are as recommended by the 'Institute of Accountants for Ontario.


Alexander Kenneth Maclean: There is nc. doubt about that.


Richard Bedford Bennett: I have no doubt
as to that or that they would be recommended by any other Institute of Accountants that my hon. friend will ever hear of.
Mr. MiEIGUEN:	I presume they are
just as anxious for detail work as anybody else. At 'the same time, there is nothing impracticable in this, or they would not want to do what they could not get done. .Each provision was threshed out with great pare, and, in particular, the clause to which my hon. friend referred.


Richard Bedford Bennett: What good is it going to do, for instance, in the third annual report of the company?

'Mr. MEIGHEN:	It is not impossible
that between the second and! third annual reports of the company shares might have been sold for just such a consideration as is stated in the clause. One of
10 p.m. the objects of the amendments to the British and Ontario Acts which we endeavoured to embody in our Companies Act by this Bill is to provide for full disclosure and publicity with regard to all shares allotted for services rendered, for the purchase of assets and so on, in order that every one connected with the company imay know where the shares of the company are going and what .they are going for.


Richard Bedford Bennett: That is right, too.


Arthur Meighen: It is not impossible
that between the second and third annual report of the company there should be shares allotted for services rendered.


Richard Bedford Bennett: The directors could not do that.


Arthur Meighen: I have seen it done.


Richard Bedford Bennett: Under the Dominion Act, I would not like to see it done.


Arthur Meighen: I have understood it
to he the law that it could be done.


Richard Bedford Bennett: Not unless it is approved by the shareholders.


Alexander Kenneth Maclean: In what province did the minister see it done?


Arthur Meighen: In Manitoba.
. Mr. A. K. MACLEAN:	It would be a
very risky thing to do.


Arthur Meighen: It is evidently the opinion of the framers of this measure that it can be done, because this clause applies to companies already formed.


Richard Bedford Bennett: That is the real objection to it.


Arthur Meighen: Why should not a company already formed be compelled to make disclosure of these facts?
Mr. R. B. BENNETT. This is what I call the impertinent side of the inquiries of departments. A company is launched, shares are sold and have been in the hands of the public for ten years. Now because a very well-deserving department desire to pry into the way in which a company has carried on its business since its. inception, they make a provision that a class of men who may know nothing about the matter must dig into the past history of the company in order to supply the department with the infor-
[Mr. R. B. Bennett 1	.
mation. What purpose does that serve? I have in mind a company about which there was mueh controversy 'and difficulty. The directors are asked to lay before the department a statement covering matters that occurred seven, eight, nine or ten years ago, and some of the books may no-t be in order as they once were. I saw a report of one of the biggest firms in Canada saying: We have no longer the custody of the books, and we cannot give this information. If it is determined that >all this 'information must be given-and to that I see no objection-provision should be made that the information is to be given as from the date of the last report. Is this department suddenly seized with, such a zeal for the public interest that, after letting ten years go by without any such legislation to prevent this being done, it is now going back ten years in order to find out what was done?


Arthur Meighen: This is for the shareholders and not for the public.


Richard Bedford Bennett: It has to be communicated to the shareholders in so far as. they desire, and under such conditions that means the widest publicity. We need not mention names, but there is a company that has been the subject matter of much discussion in this Parliament, so that we know what we are speaking about. Information is requested as to the issue of common shares and securities. These are matters long since forgotten. Why in, 1917, should the department be zealous to have this information disclosed in a report when it was all known when the company was incorporated,? If you say "since the date of the last annual report" I am in entire accord with what the minister says, as this makes a new departure.


Arthur Meighen: If that is added to
clause (j), it should also be added to clause (k).


Richard Bedford Bennett: Certainly.


Frank Broadstreet Carvell: 
Alexander Kenneth Maclean: Having been given once, that should be sufficient.


Frank Broadstreet Carvell: Yes, but we are branching out on entirely new lines in Canada. A great many things will happen in this country within the next ten years that never happened before. We have had a business profits tax for the first time in our history, and now we have the income tax. It is these incorporated companies who are the very ones that will contribute under these new methods of taxation, and I think it quite proper that the very fullest publicity should be given. I think the department should have power, if necessary, to investigate right from the very beginning, and see on how much actual stock the company should be allowed to pay dividends; in other words, it is getting after the watered stock.


Richard Bedford Bennett: It is too late after it has been sold to the public.


Frank Broadstreet Carvell: It is being worked out in Ontario, and they have had no difficulty there. It would be a good thing for all companies if they kept such a record as this provides for. I have in my mind a fairly small company in which I happen to be a stockholder and a director. It was practically a partnership organized in the form of a joint stock company. We went on year after year without a proper set of books, although the books we had told us what we were spending, how much we were taking in, and what our net profit was But when I came to make out the statement required under the Business Profits Tax Act, I found that our balance sheet was entirely deceptive, and I could not ask the department to rely upon it. I think a great many people in Canada found themselves in the same position.


Richard Bedford Bennett: You probably had no certificated auditor.


Frank Broadstreet Carvell: We have auditors sufficient for our purpose. We were not the Lake of the Woods Milling Company, or anything of that kind, but we were handling a fair amount of money every year, and I am happy to say were earning good dividends. As I was saying, our books told us exactly what we were making, but when I came to make up the statement in connection with the business profits tax, the statement was not logical at all and required a good deal of explaining and amending. I am in favour of this provision, although I realize that many of
the conditions will be onerous to small corporations.


Richard Bedford Bennett: Surely my horn, friend would not desire to make paragraphs (j) and (k) retroactive.


Frank Broadstreet Carvell: I am not at all particular about it.


Richard Bedford Bennett: I have in my mind another company, which I think would have some difficulty in supplying the information. But assuming that they could.
I do not see why Parliament, starting on this new departure, should make the provisions retroactive, because it would in many instances affect people who are no longer shareholders in the enterprise. It would simply mean that .information would be furnished that would not advance the public interest in the ileast. Once the shares are listed and sold, once you can buy and sell them on the open exchange, the questions that (j) and (k) deal with cease to have any public interest and become matters only of private concern. I think my hon. friend will agree with that.


Frank Broadstreet Carvell: I do.


Richard Bedford Bennett: There is another point which I mentioned to my hon. friend from Perth a few moments ago. Paragraph (e) deals with "expenditures made on account of future business." Now that is a direct invitation tO' a statement that is incorrect. It is one of the most deceptive things that could possibly be put in a balance sheet. It would include such things as advertising, sending men out and appropriating $20,000 for this, that, or the other thing. Then paragraph (g) deals with "goodwill, franchises, patents and copyrights, trademarks, leases, contracts and licenses." Goodwill, franchises, patents, copyrights and trademarks, are usually carried in balance sheets at a nominal figure or else at a figure that is being constantly reduced. The figure is often introduced in the balance sheet originally for the purpose of enabling watered stock to be taken care of. The Ogilvies' figures on this account now stands at one dollar, and has done so for the last five years. In another company the figure has been reduced from 800,000 to 650,000 in three years. I cannot quite follow what is in the mind of the Government in dealing with leases and contracts in this paragraph. I also submit that paragraphs (j) and (k) should be limited to information since the last balance sheet.


Alexander Kenneth Maclean: I rather agree with the hon. member for Calgary when he says that we should make these requirements as simple as possible. In the first place, we must recognize the (fact that very few companies in Canada are administered strictly according to law. Corporations in this country are very loosely administered, and it is almost impossible for it to be otherwise unless the company has the constant iservices of a legal advisor-


Richard Bedford Bennett: And a highly skilled chartered accountant.


Alexander Kenneth Maclean: -in order to see that the requirements of the law are complied with. In England some men make a profession of acting as secretary to companies. One man will be secretary to twenty or a hundred, or, perhaps, two hundred companies. He gets accustomed to the legal requirements and carries the companies through all their troubles. The difficulty in Canada i3 that our minor corporations, not the larger ones, do not pretend to comply strictly with the law. I think the sdmpleT we make this the better. The majority of companies incorporated under this Act could not understand subsection 105 if the directors and officers were all laymen. I like the idea of the section, but I think it would be better, at the beginning, to make it quite simple and let it grow up. I think the objection of the hon. member for Calgary to sections (j) and (k) is substantial. We should not require a company to continue year after year to include in their statement the fact that at the inception of their business so many shares were issued against services, or against property. If that is done once I think it should be sufficient.


Arthur Meighen: I am prepared to accept that suggestion. I wish to make clear that this is no attempt on the part of the State Department'to pry into the affairs , of companies. On the contrary, tfhe officials of the department would be very glad to be relieved of this duty. The Senate, however, insists very strongly on these two clauses remaining exactly as they are. I beg to taove:
That at the end of paragraphs (j) and (k) there be added the words "since the last annual meeting."


Alexander Kenneth Maclean: I think that is tihe way it is in the (English Act.


Richard Bedford Bennett: Yes. I did not mean that the State Department was being unnecessarily given to inquiries, but only

that that would be the proper designation, this should not be kept on for years. It was not a personal application to any individual.


Hugh Boulton Morphy: I would like the Secretary of State to distinguish the words " classes and assets and liabilities " in subsection 3. Here it is put cumulatively hut it seems to me that it would be more intelligent if the word1 " and " were changed to " of."


Richard Bedford Bennett: That should be
" of."


Arthur Meighen: I think it should be
"or."


Alexander Kenneth Maclean: Does the Secretary of State propose providing these forms which will be for sale?


Arthur Meighen: I would presume so.
The forms which we purpose providing for under section 105 are for the purpose of affording information not to the department but to the shareholders, and doubtless they would do that themselves.


Alexander Kenneth Maclean: Is there any
penalty in connection with section 105?


Arthur Meighen: No.


Frank Broadstreet Carvell: Section 113 provides a
penalty.


Edward Mortimer Macdonald: What happens supposing the balance sheet is not presented?


Richard Bedford Bennett: There is a provision by which the charter is lost if they do not do certain things within a certain number of years.


Arthur Meighen: Inasmuch as these provisions are obligatory on the company, a shareholder can take proceedings to enforce their observance. .1 would direct the attention of the committee to section 113 which provides that:
Every one who, 'being a director, manager or officer of a company, or acting on its -behalf, commits any act contrary to the provisions of this Act, or fails or neglects to comply with any such provision, shall, if no penalty for such act, failure or neglect is expressly provided toy this Act, toe liable, on summary conviction, to a penalty of not more than one thousand dollars, or to imprisonment for not more than one year, or to tooth such penalty and imprisonment.


Alexander Kenneth Maclean: Where does that section hail from? Is it made in Ottawa?


Arthur Meighen: It has no parentage at all; it is new.


Alexander Kenneth Maclean: I think that is a pretty dangerous provision.


Arthur Meighen: We have not come to it yet.
On section 13-annual returns:


Arthur Meighen: We provide the forms there.


William Sora Middlebro: I observe that you have not adapted the provision of the Ontario Act which requires a return as to the name of each shareholder of the company and the amount of the shares unpaid.


Arthur Meighen: That was in originally but was struck out. It entailed a tremendous amount of work and is easily evaded. All the company has to do is to syndicate its shares in the name of a trustee. They will do that to avoid the trouble of making such a return.


William Sora Middlebro: That has not been the experience in Ontario.


Arthur Meighen: But you have not as large companies as we have here.


William Sora Middlebro: We have some of the largest companies in Canada.


Richard Bedford Bennett: Not incorporated under the Companies Act of Ontario?


William Sora Middlebro: Yes.


Richard Bedford Bennett: Most of them have taken Dominion charters under this new Act.


William Sora Middlebro: I suppose fifteen or twenty times a year my office writes down to the provincial secretary's office for the names of shareholders in different companies. That assists us in the way of executions and services. How are we to get that information if we cannot get it in that way? It is not a good reason to say that it is too much work for the company. It is a safeguard fof the public, and we are legislating in the public interest.


Alexander Kenneth Maclean: Why should you know if I own a share in a company any more than you should know whether my wife had purchased a new hat during the last sixty days?


Frank Broadstreet Carvell: What the public is interested in is the company and not the men who happen to own the individual shares in the company. In New Brunswick the shares of a company are not taxable. If I own a dozen shares in a company I do not pay any taxes on them; the taxes are paid by the company itself. The public wiants to know how much the company's assets and dividends are. If it be a public utility company it wants to know that it is not earning more money than it ought to earn, and we treat it as a corporation and not as a number of individuals.


William Sora Middlebro: I was not referring to the question of taxation but to the question of executions and the recovery of debts from men who hold shares in companies. There is no way of ascertaining what they do hold except by an examination for discovery. There must be a very good reason for not requiring this information to be filed.


Richard Bedford Bennett: With reference to local companies the reason is very clear, but with reference to a Dominion company there must be the greatest possible measure of protection not inconsistent with some reasonable measure of domestic secrecy in the transaction of its affairs. It will be observed that by section 106 we make provision for every matter of interest to the public with respect to the company itself. The point mentioned by my hon. friend from North Grey (Mr. Middlebro) is not one that the public has much concern in because if you have an execution against a man the chances are that he has no shares standing in his name. If there is an execution against him he is going to get rid of his shares.


William Sora Middlebro: If he has any shares, under this Act he does not need to get rid of them. He may have a thousand shares in the company and he may not have half of them paid for. Unless I can find out what shares he has and what he has paid I do not know what interest he has in those shares. I cannot find out from the return how much is paid up or what interest he has in the shares of the company.


Alexander Kenneth Maclean: Can you not examine him?


William Sora Middlebro: That means commencing an action, and after the action is commenced -you may find that only ten per cent has been paid on the shares. As it is now I write to the provincial secretary and he sends me all this information.


Alexander Kenneth Maclean: With five thousand shareholders that would be a serious obligation on the company.


William Sora Middlebro: No, they could have a printed list as in the case of the Canadian Pacific railway.


Arthur Meighen: I do not think the
object is consistent at all. We should not say that -a company should supply this information in order that a judgment credi-

tor chasing a debtor may find out whether the debtor has anything worth suing for. fhe creditor may ascertain that by a motion for discovery against the debtor. There are three reasons for striking it out; first, to avoid unnecessary disclosure; second, to avoid a great deal of work; and third, because it is the most easily evaded of all requirements. I wish to move to add at the end of paragraph (i) the words " since the last annual return ".


Richard Bedford Bennett: "Since the last
annual meeting ",


Arthur Meighen: I presume if one says " since the last annual return ", if there had been no return previo' sly it would be right from the beginning.


Alexander Kenneth Maclean: I think " return " is better.


Richard Bedford Bennett: No, because then you have fto start at the beginning of things. You require a return of the total amount paid by way of commission in respect of any shares, bonds or debentures or allowed by way o;f discount in respect of any bonds or debentures. That starts the whole history of the enterprise. It is retroactive legislation going back perhaps twenty (years. |The next provision, the number of shares forfeited, is also retroactive.


Arthur Meighen: Would the interpretation not be that on the first call, as no annual return has been made before, there would be nothing to comply with under paragraph (i); but the next time there would be, and then the objection of my hon. friend is overcome.


Richard Bedford Bennett: Absolutely. If my hon. friend thinks' that is sufficiently clear, it meets the very point I am making.


Mr. GLASS:: Reverting to section 105, is there anything imposing on the corporation the requirement of having the statement which is laid before the meeting of the shareholders printed and circulated to shareholders who may not be there? It seems to me that all of that information should be available to any shareholders, even if he is living at a distance and unable to be present.


Arthur Meighen: A shareholder can be represented by a proxy who can send him the information. Companies would object to circulating printed statements of their affairs, as it would amount in the end to newspaper advertising.


Samuel Francis Glass: If a shareholder is unable to be present at a meeting and does not happen to have a proxy, but at some future date desires to see that statement, is it available for him?


Richard Bedford Bennett: Yes, at ten cents a hundred words, the exact.cost of it.
On section 14-Section 113 amefided-Penalties: '


Alexander Kenneth Maclean: It seems to me that the penalty provided by this section is excessive.


Richard Bedford Bennett: The penalty of one thousand dollars or imprisonment for one year or both is a maximum. It may be only a dollar.


Alexander Kenneth Maclean: I should not like to see it within the power of any court to impose such a serious penalty.


Frank Broadstreet Carvell: It might be an ordinary country magistrate.


Alexander Kenneth Maclean: There are many things directors may neglect to do, and they are sometimes not of any importance. The shareholders may not object, as a matter of fact, or, perhaps, none would object, with the exception of one man, wlho, possibly, may have some personal grievance against one or more directors, and with this weapon in his hand he may make it very disagreeable for them.


Arthur Meighen: There are offences coverage tby this section that would 'be inadequately penalized by a lesser maximum. The hon. senator from Montreal, or from Hochelaga, whom every one will recognize not only as a very eminent lawyer, but a particularly capable man on a Bill of this kind, .spoke at great length in the Senate, insisting strongly on the clause.


Alexander Kenneth Maclean: The fact that we do not find it in any Oompanies' Act would make one suspicious of it.


Arthur Meighen: We had a corresponding section in our own Act. It is true this is not borrowed from any other Companies' Act.


Alexander Kenneth Maclean: There are many things which the directors or officers of a company may fail to do without doing any injury to the company, or to any of its shareholders.


Arthur Meighen: I know that.


Richard Bedford Bennett: They are covered by the word "wilful," which precedes the

characterization of the offences described in most of tihese sections, and, therefore, it would have to he wilful to come within that section. It is not in this section, but it appears in most sections dealing with offences.


Frank Broadstreet Carvell: About the only section this applies to would be 105 and 106.


Alexander Kenneth Maclean: You have penalties provided already. Suppose the directors fail to hold the annual meeting, I do not think it should necessarily follow that they should be liable to a penalty of any amount.


Richard Bedford Bennett: Why not?


Alexander Kenneth Maclean: They may have very' good reason. They may have been absent from the country. There are scores of provisions in the Companies' Act which are never carried out, and really are not expected to be. They are there more for protective than for practical purposes.


Hugh Boulton Morphy: While I agree, in a
measure, with the reading of the section, it looks very much more drastic than it really is. The penalty, on summary conviction, is a fine of not more than $1,000. It might be one, two, or ten dollars. I do not think it makes any difference if you reduce it to four or five hundred dollars. No ordinary magistrate would want to impose more than ten or twenty dollars for a technical offence under the Act. I think that section and the enforcing of it should be at the instance of somebody who is a shareholder in the company. I do not think it is right to put a section of that kind in the statute book which would leave it open to a blackmailer or a man without the shadow of an interest who happened to get the knowledge of some particular omission by a director of a trivial matter in which he had no concern from personal spite to lay a charge, and would compel the magistrate to impose a penalty and costs. I suggest that that section be amended in the 34tli line, after the word "Act" by inserting the words "on complaint of a share. holder or other one interested in the company."


Arthur Meighen: Or a person canvassed by an officer of the company?


Hugh Boulton Morphy: A person who is affected by the neglect. There might be no specitl damages, but there are multifarious things which have to be done, and some of these things might be neglected. This section is very general and broad. It seems more a case for the issue of a fiat by the Minister of Justice or Secretary of State, before a prosecution can be held.


Arthur Meighen: I thought before a conviction was entered the consent of the Secretary of State might be required.


Hugh Boulton Morphy: I am rather opposed to fiats going after complaints are lodged. I believe that before a dollar's worth of expense is incurred under public acts of this kind, the fiat should issue. It is the basis of the complaint.


Samuel Francis Glass: Might not some one other that a shareholder be prejudiced by the non-performance of some provisions of the Act? A creditor's interests might be just as important as the shareholders.


Arthur Meighen: Yes. Does any one feel the clause is dangerous as it is, or that it would be safeguarded by an amendment to the following effect: "Provided no action shall be entered under this section except with the written consent of the Secretary of State of Canada"?


Hugh Boulton Morphy: No information or complaint should be laid.


Alexander Kenneth Maclean: Or no proceeding taken.


Richard Bedford Bennett: Take the ease of the old Eaton Company, which did not have the word "Limited" after it; some enterprising young man started proceedings under which he got half the fines throughout Ontario. I think this section is capable of abuse, and the suggestion of the Secretary of State seems to meet the case, and overcomes the difficulty. My hon. friend to my Tight (Mr. Morphy) does not think any too much of that suggestion, but I think it the easiest way to meet the difficulty.


Alexander Kenneth Maclean: I would strike it out -altogether.


William Humphrey Bennett: Oh, no.


Alexander Kenneth Maclean: We have penalties for almost everything.


Arthur Meighen: I should not like to
strike it out, I will move to add the following words : .
Provided no proceeding shall be taken under this section without the consent in writing of the Secretary of State for Canada.


Alexander Kenneth Maclean: Section 113 is a new one; I do not know that a similar section may be found in any Companies Act. It is a dangerous provision, and I do not think that it should be left in. Why not strike it out? If necessary it could be taken up next year.


Frank Broadstreet Carvell: The member for Halifax and myself do not often disagree, but I do think that the provision made by the Secretary of State meets all objections. I cannot conceive of the Secretary of State-I care not whether he is Grit or Tory-sanctioning a prosecution against a company for failure to carry out certain requirements of the law unless there was a real failure; unless some person was substantially injured by the company's neglect.


[Stage Direction]
Amendment agreed to, and section as amended agreed to.
On section 17-Further application of this Act:
Arthur Meighen: I move that at the commencement of this section, the following words be added: The sections added or substituted in the principal Act by".


[Stage Direction]
Amendment agreed to.
Alexander Kenneth Maclean: Should there not be a provision that the Act shall not come into force until January 1, 1918? It is usual in company legislation to fix a future date upon which the Act shall become effective, in order that companies may be given an opportunity to understand its provisions.


Arthur Meighen: It is necessary that the incorporating sections of the Act be available right away. The compulsory clauses of the Act do not take effect immediately in any case.
On section 92-Investigation of affairs of company:


Arthur Meighen: I move that in subsection 1, subclause 2, the word "company" be changed to "corporation", and that the word "company's" in line 37 be changed to "corporation's". A company which has -no share capital is called a corporation.


[Stage Direction]
Amendment agreed to.
Alexander Kenneth Maclean: Would it not be well to have a form in the schedule to the Act for returns?


Arthur Meighen: It is intended to have forms to comply with section 106, but they are not to constitute an appendage to the Act.
Bill as amended reported, amendments read the first and second time and concurred in.



FORBIDDEN CIKCULATION IN CANADA.


[Stage Direction]
On the motion of Hon. J. D. Eeid for Committee of Supply:
Frank Oliver: Mr. Speaker, before you leave the Chair, I desire to draw the attention of the House to a matter that I brought up some time ago, and I would like to have an opportunity of dealing with it at some little length tonight. It relates to the prohibition of the book called "The Fiddlers." When I brought this matter to the attention of the' House on a former occasion, I asked the Government to specify the portion of the book that was in contravention of the Consolidated Orders in Council regarding censorship. It was a very plain and simple question, but I have not yet received an answer to it. Instead of an answer, the House was favoured by the Prime Minister with a statement Iby Surgeon-General Fotheringham, who made a long report to the Prime Minister, which the Prime Minister presented to the House. The purport of the report was that this book containe-.1 reflections upon the conduct of Canadian soldiers, and, therefore, it was undesirable that it should be circulated in Canada. The fact, if it be a fact, thait the book is according to the description of Surgeon-*Generi.\ Fotheringham, does not bring it within the censorship regulations, and, therefore, the prohibition of the circulation of the book by order of the Government or the censor is a trespass upon the rights of the people of 'Canada that should not be committed by its Government. It is to be supposed that, when a Government has the full power to make a law, as ft has in the passing of regulations regarding censorship, having made provision for the prohibition of undesirable books or other literature, it should be willing to be bound by law that it itself has made, and that it should not undertake to exercise for the suppression of free speech or of the circulation of liter-, ature a power that it does not possess by any authority of any body, not even of itself. I might perhaps read to the House the conclusion of the report by Surgeon-General Fotheringham in regard to this book. He says:
It is submitted,, please, that the above criticisms on the character of the pamphlet in question are fair and represent the general unreliability of the pamphlet as a whole. If I may be permitted to express an opinion based upon my personal knowledge of the situation among the Canadian troops in France and Britain as regards alcoholism and venereal disease it would be that the circulation of statements such as fill the pamphlet in question, among the people of Canada is most undesirable, and should be prevented by any measures open to the authorities, having regard to the interests both of the troops themselves and of the Canadian public. -

It 'will be observed that the Prime Minister does not make that statement. It is made by a gentleman holding a responsible position under the Government; but the Prime Minister takes the responsibility of placing that statement before the House on the authority of this official, and therefore I am compelled to hold the
11 p.m. Prime Minister responsible for that statement. The statement is that the Government, owing to the character of this book, is justified in using any measures open to the authorities to prevent its circulation in Canada, and that such prevention would be in the interest both of the troops themselves and of the Canadian public. The attempt is made by Surgeon-General Fotheringham and the Prime Minister to create the impression that this book is printed for the purpose of libelling the Canadian forces in England. There is no such purpose in the book, either directly or indirectly. The book is for the purpose of calling to account the Government of Great Britain for permitting the destruction, in the manufacture of alcohol, of grain required for food, a subject that is surely entitled to be criticised in any free country, a matter of public administration in regard to a matter of grave public interest. That criticism, I am credibly informed, is not subject to prohibition in England, in Great Britain, in the United Kingdom. There.the book is freely circulated. But in Canada it is made subject to the censorship. Just to give the House the character of the book, on page 4, under the heading "The Shadow of Famine," the writer says-


Mr. EDWARDS:: I rise to a point of order. Is it competent for the hon. gentleman to quote from a book, the circulation of which has been prohibited in Canada? By placing an extract on Hansard he is circulating the contents of a book which has been prohibited in this country.


Joseph Hormisdas Rainville: Without having had an opportunity to consult the authorities, I should say that the point of order is well taken.


Frank Oliver: If I may speak to the point of order, I would say that I claim the privilege of Parliament. Under that privilege I claim the right to read this book. I claim there is no prohibition upon the reading of this book by a member of Parliament within the walls of Parliament.


William Cameron Edwards: If the point of order is well taken, surely the hon. meipber cannot discuss it.


George Perry Graham: The hon. member has not read anything from this book yet, so far as I have heard, and he cannot be called to order until he has done so.


Alexander Kenneth Maclean: There can surely be no objection to discussing the point of order. What is the purport of the order of the censor in reference to this book? Does anybody know what his order was? I suppose it was that this book was not to be circulated. But that certainly should not prevent a member of Parliament discussing the book, or the wisdom of the act of the censor. How can the point of order be sustained?


William Cameron Edwards: I take precisely the [DOT]same view as the junior member for Halifax (Mr. Maclean). I would say that the hon. member for Edmonton was quite in order in criticising the censoring of this book, and I only rose to a point of order when he undertook to place on Hansard the contents of a book which bad .been prohibited in this country.


Alexander Kenneth Maclean: This prohibition does not extend to Parliament.


William Cameron Edwards: Does my hon. friend
suggest that a member of Parliament is above the law of the land?


Alexander Kenneth Maclean: No, the censor
can censor newspapers and censor Hansard, but surely he cannot prohibit discussion of any matter in Parliament.


William Cameron Edwards: That is not the point. My point is that the hon. gentleman has no right to place the contents of this book on Hansard, when the circulation of the book has been prohibited in this country.


Mr. C. A. WILSON:: Parliament has full control of Hansard, and it is up to the Debates Committee or the Government, whichever is the proper authority, to prevent any particular issue of Hansard being circulated, if that is desired. But certainly we have the right to discuss the action, of the censor. We have also the right to let this matter be placed on Han6aTd, and then it is for the government to decide whether this particular issue of Hansard shall be circulated or not. I have often heard the Prime Minister intimate that certain things should not be reported in Hansard.


Alexander Kenneth Maclean: The censor is not empowered, under the Order in Council to prevent Parliament from speaking. That is one thing, and preventing the circulation of a book is another and an entirely different

5&44

tiling. I frequently notice in the British Parliamentary reports, debates respecting the acts of the censor. I cannot give any concrete case, hut on many occasions I know that specific acts of the censor have been discussed, in the British Parliament.


William Cameron Edwards: The hon. member for
Halifax persists in misstating my point of order, and I say that advisedly, because he must have understood what I said. My point is not that the hon. member for Ed-[DOT] monton (Mr. Oliver) has no right to discuss the acts of the censor, but that he has no right to quote from a book the circulation of which has been prohibited under heavy penalties in this country, thereby circulating through the medium of Hansard the very material which the censor has declared must not be circulated.
. Mr. SPEAKER (having taken the Chair): I am taken somewhat at a disadvantage in not having been able to follow the discussion from an earlier stage. As I understand it, on the motion to go into Supply the hon. member for Edmonton rose with a view to discussing a publication called " The Fiddlers." In my judgment it is not competent for an Order in Council to override the authority of Parliament, and it seems to me that it is peculiarly a matter for Parliament to determine what shall he done as to the discussion on a given matter in a given case. With the facts I have before me, I do not think the point of order raised by the hon. .member for Frontenac (Mr. Edwards) is well taken.


Frank Oliver: I desired to read only a short extract from the bock to .show that it was not of the character at was represented to be by the report of Surgeon General Fotberinghaim. It is a criticism of the policy of the Government of Great Britain in regard to a matter of serious importance, and not a criticism in any degree of the conduct of our troops in England. I will read just a short extract from page 4, under the heading, "The Shadow of Famine":
"We have to face this grim menace,'' says Lord Davenport. "We are taking no chances," says the Prime Minister, and the nation will hope there is some meaning in the words. It is the tragic irony of this solemn time that so many men in high places have talked like kings and ruled like jesters.
The nation looks to Mr. Lloyd George to he equal to his words.
The Prime Minister blames the late Government that let slip the greatest opportunity in British history, for helping famine on; but it will not do. The new Government has been bringing famine nearer every day; it has allowed the destruction of enormous quantities
TMr. A. K. Maclean.]
of food, and those who are guilty of this crime have no stones to throw at others. The Prime Minister came into office with the food shortage in sight; it was his first duty to build up the great reserve of food we might have had now in our granaries if the drink trade had not destroyed it. We could have laughed at submarines, for our barns would have been filled to overflowing, and we could have lived in comfort for a year if no ship reached us.
Let us see how much food drink has destroyed since the war began. We will take it from August 4, 1914, to April 30, 1917. It is 999 days of the war. The quantity of grain and sugar destroyed for drink has been:
Tons.
Grain for bread	 4,400,000
Sugar for beer	 340,000
It is not easy to realize what this means, but it will help us if we think of one or two examples.
The biggest thing ever set up on earth is the great Pyramid. It is 80,000,000 cubic feet. The food destroyed by drink during the war would make two great pyramids, both bigger than the pyramid of Egypt.
The longest British railway is the Great Western. It is over 3,000 miles, but it would not hold the food destroyed by drink since the war began. If every inch of it were crammed with wagons, the Great Western railway would need hundreds of miles more line to hold the train loads of food destroyed.
So vast is this incredible quantity of food destroyed by an enemy trade while famine has been coming on. We should have saved it all if Parliament had followed the King, and it would have given the whole United Kingdom its flour rations for nearly a year.


William Cameron Edwards: Mr. Speaker, I call your attention to the fact that there is not a quorum present.


Edgar Nelson Rhodes: I see myself that there is a quorum present. The hon. member may proceed.


Frank Oliver: Take it at its minimum scientific food value, and on the basis of our rations in April, 1917, it would have giver, us:
Weeks.
Flour for the whole United Kingdom... 43
Sugar for the whole United Kingdom... 33
Our three war Governments, confronted who the increasing certainty of at least a three years' war, have allowed the drink trade to destroy this vast reserve of food. It will not do for Mr. Lloyd George to blame his predecessors. He has carried on their policy of food destruction. In -the first four months of 1917 he has allowed the destruction of 400,000 tons of grain to holster up this trade in drink. It would give the United Kingdom its bread rations for thirty days ; it would make all the difference till the harvest is over.
Another paragraph, page 15, reads as follows :
And now we have a new idea from the Food Control Department; it is a coloured poster of a Union Jack and a big loaf on it and "Waste not, want not," printed in big type. It was being printed on the day the Prime Minister

told the nation that America had found it is no use waving a neutral flag in the teeth of a shark. It is an eloquent and true saying, but it is also true that It is no use waving platitudes from copy books in the teeth of a wolf at the door. The Prime Minister says he is taking no chances. Let us be quite sure. We once had a Government of which men said its motto was "Wait and See." Are we better off, or are we worse, with a Government that sees and waits?
I think these extracts give a very clear idea of the purpose of the book. I notice that the report of Surgeon-General Fother-ingham placed before the House by the Prime Minister has no good foundation but that it is an attempt to justify an action taken by the censorship under the authority of the Government for which there was no authority at all.


Hugh Boulton Morphy: Does the hon. gentleman pretend to say that there is nothing objectionable in the hook?


Frank Oliver: I do not say there is nothing objectionable.


Hugh Boulton Morphy: Does the hon. gentleman find much that is objectionable in the hook?


Frank Oliver: Not to me. But I can easily understand that it is very objectionable to the distillery trade of Canada as it is to the distillery trade of England.


Hugh Boulton Morphy: I refer to the reflections upon the Canadian soldiers.


Frank Oliver: There are no reflections in the book on the Canadian soldiers-absolutely none made and none intended. To make it quite clear that there is no authority for the suppression of this book I will read the sections of the Order in Council which describe what constitutes objectionable matter that would bring it within the terms of the Order in Council.


William Cameron Edwards: Mr. Speaker, I would call your attention to the fact that there is not a quorum present.


Edgar Nelson Rhodes: I direct the clerk to take down the names.
The deputy clerk having taken down the names:


Edgar Nelson Rhodes: The hon. member (Mr. Oliver) may proceed; there is a quorum present.


William Cameron Edwards: Might I ask you, Mr. Speaker, how many constitute a quorum?


Edgar Nelson Rhodes: Twenty, including the Speaker.


Frank Oliver: I would like to read the terms of the Order in Council under which
376}
the prohibition of the book is supposed to have taken place.
Whenever in this order the expression objectionable matter is used it shall be construed to mean and include:
(a)	Any information with respect to the movements, numbers, description, condition or disposition of any of the forces, ships or aircraft of His Majesty or any of His Majesty's allies, or with respect to the plans or conduct or supposed plans or conduct of any naval or military operations by any such forces, ships or air craft, or with respect to the supply, description, condition, transport, or manufacture or storage of war materials, or with respect to any works or measures undertaken for or connected with or intended for the fortification of any place, or any information of such a nature as is calculated to be or might be directly or indirectly useful to the enemy, and
(b)	Any photograph, sketch, plan, model or other representation of any naval or military work or any dock or harbour work, of such a nature that such representations thereof are calculated to be or might be, directly or indirectly, useful to the enemy, and
(c)	Any false report or false statement concerning the causes or the operations of the present war, and
(d) Any report or statement intended or likely to cause disaffection to His Majesty or to interfere with the success of His Majesty's forces or of the forces of His Majesty's allies by land or sea, or to prejudice His Majesty's relations with foreign powers, and
(e) Any report or statement intended or likely to prejudice the recruiting, training, discipline or administration of any of His Majesty's forces or the operation or administration of any Act or Order in Council concerning National Service.
(f)	Any report or description or purported report or description of the proceedings of any secret session of either Senate or Commons of Canada held in pursuance of a resolution passed by such Senate or Commons except such report thereof as may be officially communicated through the Secretary of State of Canada, and
(g)	Any report or description or purported report or description of the proceedings at any meeting of the Cabinet of Canada, and
(h)	The contents of any confidential document belonging to or any confidential information obtained from any government department or any person in the service of His Majesty.
I submit that there is nothing contained in those sections that warrants the prohibition of the circulation of this book. Yet, notwithstanding that fact, the circulation of the book is forbidden or prohibited under penalty of the imposition of a fine not exceeding $5,000, or imprisonment for any term not exceeding five years, or both fine and imprisonment. I submit that such penalties should not be invoked except in case of infraction of the lawe as laid down, and when the Government undertakes to bring within the range of this punishment actions that are not offences under the law, the Government is taking a position

that cannot be characterized in modem language. This is particularly strange because this book is printed in England, is circulated in England and, so far as I am aware, is not prohibited in England. It is not prohibited in Australia. It is only in Canada that it is prohibited. I have here an advertisement which appeared in the British Weekly, a high-class publication of England:
The Fiddlers, a new book by Arthur Mee, author of Defeat. Drink in the Witness GBox. Startling indictment of the British Government and the liquor trade. Playing with the greatest enemy force outside of Berlin. The facts about the food crisis. How drink has broken down the nation's food reserves. The ruin of our soldiers' homes. The war upon the soldiers' children. The effect of drink on the war by land and sea. How the drink trade is imperilling the Empire-with the truth about what a great Canadian paper calls The Blackest Tragedy of the War. A remarkable map of the allied countries and prohibition, showing how the allies are stopping drink to win the war. With cartoons, tables, new facts, and hundreds of witnesses to the way in which drink is prolonging the war. Published by Morgan & Scott. For sale everywhere the English language is spoken except in Canada.


Charles Avila Wilson: Is .that in the advertisement?


Frank Oliver: 
John Allister Currie: Who is the author of this book? Is he an Austrian or a German, or where does he come from? Where was he born?


Frank Oliver: I do not know.


John Allister Currie: The hon. gentleman
spends the whole evening reading statements of an obscure writer in England, wasting the time of the House.


Frank Oliver: The writer is very far
from being obscure. He 'is one of the greatest writers in England, and an Englishman. As a Canadian, I, for one, protest most strongly, in the words of this English writer, that this Government of Canada has no right to use the authority that Parliament has placed in its hands for the purpose of preventing the circulation in the Dominion of Canada of information that will be to the prejudice of those who conduct the distilleries and breweries, in this country. Has the Government sunk so low that it has used its authority in that way? And, having done so, it comes before Parliament with the report of Surgeon-General Fotheringham presented by the Prime Minister in the attempt to make the people of Canada believe that this book was written as an attack upon the soldiers of Canada. I say no more discreditable exhibition was ever made by any Government in any country. My information is that there are many good men and1 true throughout this Dominion of Canada who have informed the Government that they hold copies of this book, and they defy Government to put in force the terms of the Order in Council. It is up to the Government, either to withdraw that Order in Council, or to enforce it. I move in amendment:
That all the words after the word "That" be struck out and the following substituted therefor :
"In the opinion of this House, inasmuch as the book called "The Fiddlers" does not contain matter in contravention of the terms of the consolidated Orders in Council respecting censorship, hut is a work inspired by high moral purpose and calculated to direct public attention to the evils of the liquor traffic in the United Kingdom, it should not be suppressed."


Arthur Meighen: I am afraid I cannot congratulate my hon. friend from Edmonton (Mr. Oliver) on the fairness of presenting this amendment at this late hour of the nigfht, without notice to the Government. He gave no notice, so far as I am aware of it, and I think I should have been aware of it. if any notice had been given.

. It concerns a subject with regard to which, of course, the entire Government have the usual constitutional responsibility, but which has been peculiarly under the review of the Minister of Justice. The Minister of Justice (Mr. Doherty) had gone home long before we arrived at this particular order. The Prime Minister also, who has taken some interest in the question, had gone home before we had arrived at this order. Still, without notice, this amendment is brought upon us. No notice was given to the Administration; none of us were in possession of the documents appertaining to the motion. None of us were in possession of the book itself, or of the report of officers of the Government-either of the press censor or of Colonel Fothering-hami-referring to it. We are asked to meet an amendment so precipitated. This much I know positively: the action taken in this matter was fully recommended in writing by the chief press censor for Canada, Lieut.-Colonel Chambers. I cannot understand the attitude of any hon. member who would assume for a moment that when he made that recommendation Lieut.-Col. Chambers had any ulterior motive-indeed, any motive at all save that of discharging to the best of his judgment and .ability the duties of chief press censor. I do not know what is being done at present in England in regard to this matter. I rather think that [DOT]the Minister of Justice would know he was *conducting inquiries with the British Government with a view to ascertaining their attitude towards this publication. I know that he got a reply of some indefiniteness, and that he sent for more information; what information he received, I do not know.
This book is calculated to do harm here in Canada in a way that appertains to us peculiarly, but that does not appertain in the same way to Great Britain. It contains foul libels upon the soldiers of this country. I did not have the matter particularly under my review, but I remember an assertion in the book that a large proportion of the returned soldiers of Canada were to-day in insane asylums or afflicted with insanity by reason of disease brought on by drinking in Great Britain. A more utterly libellous and scandalous assertion could not well be conceived by any one. There are in the book other assertions approaching that^-to put it mildly-in the grossness of their inaccuracy. It is true that many portions of the book have not peculiar application here, but the people have no way of telling or measuring the accuracy, the correctness,

or the fairness of the assertions in the book that appertain only to Great Britain. Our information is, to put it mildly, that many of these assertions are grossly exaggerated; that they will create a false impression throughout the country as to conditions overseas. But it was with particular regard to the assertions in the publication relative to the soldiers of this country-assertions reported to us by our own reliable authorities to be absolutely false; assertions which those who ought to know should recognize as absolutely false-that the recommendation was made and followed. I do not think that we .should be doing our whole duty in this country if we permit, untrammelled and uncorrected-at all events, without some restriction-a book to receive circulation which does so libel our overseas men, which does so falsely paint conditions overseas. Final action with regard to this-whether or not it has (been taken I am not in a position to say just now- was withheld pending the receipt of the information that was cabled for. As the Minister of Justice has arrived, I shall not pursue the matter further. I do emphasize again, however, tlhe unfairness to the House and to the Government of introducing after eleven o'clock at night, without any notice, a motion upon a subject entirely foreign to that which for the most part is now before Parliament.
Amendment negatived on division, and motion to go into Committee of Supply agreed to.



SUPPLY.

[Stage Direction]
The House again in Committee of Supply, Mr. D. Stewart in the Chair.
Alexander Kenneth Maclean: I suggest to the Minister of Customs (Mr. Reid) that the committee should not proceed to-night.


John Dowsley Reid: There are just three items of the Minister of Inland Revenue. We are leaving a number of other items-


Alexander Kenneth Maclean: I do not think that three items, or even one item, ought to go through for the Minister of Inland Revenue. I do not think that it is necessary to proceed even with those to-night.


John Dowsley Reid: If we had had notice of this other amendment-


Alexander Kenneth Maclean: Hon. gentlemen on this side had no notice either. It was a matter of public importance.


Frank Oliver: It was thoroughly understood on Saturday that I desired to move

the motion which I moved to-night. It was a matter of decision by the Speaker; the Honse was thoroughly aware that I had a motion to move in the matter.


John Dowsley Reid: The hon. member may h ve given the Speaker notice; he certainly never gave the Government or any member of the Government notice.


Frank Oliver: I was ruled out from making the motion. The House was aware uhat I would make a motion in the matter upon the first opportunity upon going into Supply. This is the first opportunity.


George Perry Graham: As I understand it, the hon. member endeavoured to move the motion, but it was ruled out on the ground that Supply was taken up automatically on that day.


Arthur Meighen: I am informed that the Prime Minister himself was paired with the hon. member for Edmonton. I am certain that had the Prime Minister known that the motion was to come up, he would have remained in the House.


Frank Oliver: I did not know that we were going into Supply to-night. If my hon. friend desires to go into personal matters, I may say that when I paired with the Prime Minister I had intended to go home, not anticipating that we should take up Supply to-night.


Arthur Meighen: It is admitted that we had no notice of the nature of the amendment.


Frank Oliver: Oh, no.


John Dowsley Reid: If the hon. member objects, we will rise now.
Progress reported.
On motion of Hon. Mr. Reid, the House adjourned at 12 midnight.
Tuesday, September 18, 1917.