1924-06-20

REPORTS

[Stage Direction]
First and second reports of the select Standing committee on Agriculture and Colonization.-Mr. Kay.
Second report of the selert standing committee on Marine and Fisheries.-Mr. Duff.

[Stage Direction]
Mr. Thomas Vien (Lotlbiniere) presented the tenth report of the select standing committee on Banking and Commerce as follows:
Pursuant to the Order of Reference from this House of the 31st of March, 1924, your committee, in view of the failure of the Home Bank, have considered the provisions of the Bank Act with a view to recommending such amendments to the act as would better protect the interests of bank depositors generally, and would prevent similar occurrences in the future:
And your committee are of the opinion that it is expedient to bring in a measure to amend the Bank Act and they therefore recommend that the said act be amended as follows:
That Section 56A of the Bank Act be repealed, and the following substituted therefor:
' 'Inspection:
"56A. 1. The Governor in Council on the recommendation of the minister shall appoint a person who in his opinion has had proper training and experience who shall be charged with the performance of the duties hereinafter mentioned. Such person shall be designated "Inpector General of Banks". The minister may direct some other such person to temporarily perform the duties of the inspector should the inspector, by reason of illness or other contingency, be unable to perform such duties.
"2. The Inspector shall hold office during good behaviour, but may be removed from office by the Governor in Council for misbehaviour or incapacity, inability, or failure to perform his duties properly.
"3. If the Inspector is removed from office for any such reason the order in council providing for such
3454	COMMONS
Banking and Commerce-Report
removal and documents relating thereto shall be laid before parliament within the first fifteen days of the next ensuing session.
"4. The Inspector while holding office shall not perform any service for compensation other than the service rendered by him under the provisions of this section.
"5. The minister may appoint or employ on the recommendation of the Deputy Minister of Finance and the inspector, such persons with training and experience and such clerical assistants as may be deemed necessary to carry out and give effect to the provisions of this section. Persons so appointed or employed shall receive such salary or remuneration as may be fixed by the minister".
" 6. The inspector, from time to time, but not less frequently than once in each calendar year shall make or cause to be made, such examination and inquiry into the affairs or business of each bank as he may deem to be necessary or expedient, and for such purposes to take charge of the assets of the bank or any portion thereof, if the need should arise for the purpose of satisfying himself that the provisions of this act have reference to the safety of the creditors and shareholders of each such bank are being duly observed and that the bank is in a sound financial condition. The inspector at the conclusion of each such examination and inquiry shall report thereon to the minister.
" 7. A copy of all reports made by the auditors of a bank to the general manager and to the directors under the next preceding section shall be transmitted or delivered to the minister by the auditors at the same time as such reports are transmitted or delivered to the general manager and directors.
" 8. The inspector, or person acting under his direction, shall have a right of access to the books and accounts, documents, vouchers and securities of the bank, and shall be entitled to require and receive from the directors, officers and auditors of the bank such information and explanation as he may deem necessary for the performance of his duties.
9. The inspector shall have all the powers conferred upon a commissioner appointed under the Inquiries Act for the purpose of obtaining evidence under oath, and may delegate such powers as occasion may require. Any person who refuses to give such evidence or to produce any book or document material thereto when required so to do shall be guilty of an offence against this act.
"10. Whenever the inspector is satisfied that a bank is insolvent he shall report fully on the bank's condition to the minister and the minister may, without waiting for the bank to suspend payment in specie or Dominion notes of any of its liabilities as they accrue, request the association or the president of the association to appoint a curator to supervise the affairs of such bank, and such request shall have the same effect as if the bank had suspended payment in specie or Dominion notes of any of its liabilities as they accrued, and a curator shall forthwith be appointed as provided in section 117 of this act.
"11. The inspector shall be paid a salary fixed by the Governor in Council on the recommendation of the minister.
" 12. All salaries, remunerations and other expenses incidental to giving effect to this section shall be paid out of the Consolidated Revenue Fund, and the Consolidated Revenue Fund shall be recouped after the end of each calendar year for such outlay by an assessment upon the banks based upon the average total assets of the banks respectively during the year, as shown by the monthly returns made by the banks to the minister under section 112, and such assessment shall be paid by the banks.
"13. All persons appointed under this section shall be officers of the Department of Finance, but the 
provisions of the Civil Service Act, 1918, shall not apply to such persons.
" 14. Any bank or any director, president, general manager or any officer of a bank who directly or indirectly makes a loan or grant or gives any gratuity to the inspector or any other person appointed or employed under this section and the inspector or any such person who accepts or receives directly or indirectly, any such loan, grant or gratuity, commits an offence against this act, and is liable as provided in section 157 of this Act, in addition to any punishment otherwise provided.
" 15. The inspector or any person appointed or employed under this section who disclose to any other person, except the Minister and the Deputy Minister of Finance, any information regarding a bank, its business or affairs commits an offence against this act and is liable as provided in section 157 of the act.
" 16. Provided, however, that the government shall not incur any liability whatever to any depositor, creditor or shareholder of any bank, or to any other person, for any damages, payment, compensation or indemnity which he may suffer or claim by reason of this section or anything therein contained, or by reason of anything done or omitted to be done under the requirements thereof, or by reason of anything omitted to be done which is hereby required to be done, or by reason of any order or direction of the Governor in Council or of the minister in the execution or administration of the powers or any or them by this section conferred, or by reason of any failure or omission on the part of governor in council or of the minister or of the inspector or of any officer or employee of the government to execute or discharge any power, authority or duty thereunder, or otherwise by reason of any default, negligence, mistake, error or omission in the administration or discharge of the powers or duties which in any circumstances are by this section intended or authorized to be executed or performed; and no such payment, damages, compensation or indemnity, nor any claim therefor, shall in any case be authorized, paid or entertained by the government.
" 17. This section shall come into force on the first day of October, nineteen hundred and twenty-four, but it shall not be incumbent upon the inspector to examine all of the banks under the section during the calendar year one thousand nine hundred and twenty-four."
He said:	I beg to move that -the tenth
report of the select standing committee on Banking and Commerce be concurred in.
Mr. SPEAKER:: This I think will stand
as a notice of motion. Some members state in my hearing that the report is so iong and so important that they would rather have time to read it before it is adopted.


Mr. VIEN:: This motion is made, Mr. Speaker, in order to allow the Acting Minister of Finance (Mr. Robb) to introduce a bill based on the report.


Hewitt Bostock: By unanimous consent,
of course.


Right Hon. ARTHUR MEIGHEN (Leader of the Opposition):: Mr. Speaker, I do not
think the House wrould do justice to itself in accepting a report which embodies suggestions for a very important piece of legislation forming a distinct departure from the

Votes and Proceedings and Hansard
Bank Act, without the prescribed one day's notice.


Hewitt Bostock: Next sitting.



JOINT COMMITTEE ON PRINTING

Mr. C. A. GAUVREAU (Temiscouata):: I beg to move that the third report of the Joint Committee on Printing be concurred in.


Hewitt Bostock: This will stand as a
notice of motion.



WINDING-UP ACT AMENDMENT

[Stage Direction]
Hon. ERNEST LAPOINTE (Minister of Justice) moved for leave to introduce Bill No. 197 to amend the Winding-up Act.
He said: Under section 34 of the Winding-up Act the liquidator may, with the approval of the court, sell any real and personal property belonging to the bankrupt estate and transfer it to any person or company. The amendment proposes to add the words, "for such consideration as may be approved by the court." The purpose is to remove doubts as to the power of the court to approve of the consideration when such consideration is other than cash or equivalent to cash.
Motion agreed to and bill read the first time.

[Stage Direction]
Hon. J. A. ROBB (Acting Minister of Finance) moved for leave to introduce Bill No. 198, to amend the Consolidated Revenue and Audit Act.
He said:	This amendment is designed to
make it clear that the Deputy Minister of Finance will not be obliged to sign with his own hand Dominion government bonds, but may delegate it to an officer of the department to be designated by the Governor in Council.
Sir HENRY DRAYTON:: I suppose it is
putting the law in the same shape as in regard to Dominion bills.
Motion agreed to and bill read the first time.



PRIVATE BILL FIRST READING

[Stage Direction]
Bill No. 196 (from the Senate) for the relief of Annie Thirdie.-Mr. Hocken.

[Stage Direction]
Hon. T. A. LOW (Minister of Trade and Commerce) moved that the House go into committee at the next sitting to consider the following proposed resolution:
Resolved, That it is expedient to amend the Inland Water Freight Rates Act, 1923, and to provide,-
1.	That it be enacted in lieu of the provisions of section three thereof as to filing with the Board of Grain Commissioners of a tariff of rates to be charged, that every shipper (including a corporation) shall immediately after entering into any charter party, bill of lading or contract for the carriage of grain from Fort William or Port Arthur to any other port or place in Canada or the United States by lake or river navigation, and before the grain shall have been laden in pursuance thereof, file with the Board of Grain Commissioners of Canada a true copy of the said charter party, bill of lading or contract for carriage,
2.	That the provisions as to posting up statements in detail of cargo space, time of shipment and destination, as prescribed by section six, be repealed, and that the penalty clauses of the said act be amended.
He said:	His Excellency the Governor
General having been made acquainted with the subject matter of this resolution, recommends it to the favourable consideration of the House.
Motion agreed to.

Hewitt Bostock: I have received the fo
lowing letter from the Editor of Debates:
June 20, 1924
The Honourable the Speaker.
Sir,-I assume that your announcement in the House that you would call the attention of the chief of the Hansard staff to complaints of discrepancies, is a command to me to report upon the matter. I have the honour, therefore, to submit the following:-
The point to which Mr. Stewart (Humboldt) called attention is that certain items of the estimates, passed in Committee of Supply, and so recorded in the Votes and Proceedings, are not recorded in Hansard.
The notes of our reporters show that these item were passed without debate. In leaving such item unrecorded in Hansard, the reporters followed instruc tions given them, which instructions, so far as I knov have stood unchanged ever since Hansard was estafc lished.
As this may seem to call for explanation, I sub mb further: It has always been assumed that the work of Hansard was limited to recording debates, the verj title of our service-" Official Report of Debates "-indicating the bounds of our territory. Of course, certain items of the proceedings must be recorded also in order to make the report of debates intelligible, but we have never supposed that Hansard would be looked to as a record of proceedings.
Our reporters, and all of us who are engaged in the work of Hansard, are most desirous of performing our whole duty in the honourable positions we hold as servants of the House of Commons of Canada. In this case to which attention has been called, we followed what to us is immemorial custom, based, we assume, upon instructions originally given by competent authority.
I have the honour to be, Sir,
Your obedient servant,
A. C. Campbell
Editor of Debates.


Arthur Meighen: I desire, with all respect, to refer to the statement made by Your

Votes and Proceedings and Hansard
Honour, and the letter which has been read from the Speaker's chair. I have the utmost respect for the Editor of Debates, but I have not so understood the purpose of Hansard, and I think it is an error if Hansard is continued on that principle. The letter of the Editor of Debates was designed to prove that Hansard was merely a record of debates as between one member and another of this House, and not as well a record of all the proceedings of the House, inclusive of statements by Your Honour and of motions passed without debate as read from the chair. I just turned up a Hansard which was on my desk, and I give this only by way of illustration. At page 3829 of the Hansard of last year, June 13, I find the following:
Royal Assent
A message was delivered by Colonel Ernest J'. Chambers, Gentleman Usher of the Black Rod, as follows:
Mr. Speaker, His Honour the Deputy of His Excellency the Governor General desires the immediate attendance of this honourable House in the Chamber of the Honourable the Senate.
Accordingly, the House went up to the Senate.
And having returned,
Mr. Speaker informed the House that the Deputy of His Excellency the Governor General had been pleased to give in His Majesty's name the Royal Assent to the following bills.
Then follow two and a half columns of bills that had been assented to. Thereupon there is no debate, and the next item is Supply. This clearly shows that Hansard is much more than a record of	debates, it
is a record of proceedings; and I think should be a complete record of proceedings. In this connection let me urge, or at least let me suggest, that if Hansard were a complete record of proceedings, which it certainly is, save to a very slight extent, and I think should be fully-this illustration shows it has been a record of more than debates-then really, I do not see what object is served by the Votes and Proceedings publication.	A very great economy could be
effected by abolishing the Votes and Proceed-ngs publication altogether. All that is ever left out of Hansard is little, and I did not know there was anything intentionally left out, and I urge strongly there should be nothing. Let us have one record, and let that record be complete.


Hewitt Bostock: This morning I had a
risit from the Editor of Debates, Mr. Campbell, who is an old and trusted official who has served the House of Commons for almost thirty-five years, and he states that from time immemorial the debates have been reported as they are reported to-day. It so happens that at times items are carried with-
out any debate at all, and Mr. Campbell says that his understanding has always been, and his instructions from the Debates committee have always been, that the reporters of his staff shall report only the debates. I must say to the House that if they have any other instructions to give to our very able staff of Hansard reporters the matter should be referred to the Debates committee. The Debates committee does not meet very often, but it should meet on such an occasion at least.
Now as regards the Votes and Proceedings, which constitute the official record of what takes place before the House, let me read from Bourinot at page 182, speaking of the officers of the House of Commons and their duties, he says:
The clerk of the House is its recording officer, appointed by the Crown under the great seal of Canada and holds office during pleasure, virtually until his health or age no longer permits him to perform his duties. He has also, by the terms of the Civil Service Act, the rank of deputy minister, and in the operation of that act is charged with special duties and functions with respect to clerkships of the staff of the House. He takes notes of the proceedings of the Commons without any reference to the debate. He is "to make entries, remembrances, and journals of the things done and passed in the House of Commons; but it is without warrant that he should make minutes of particular men's speeches". His minutes, technically styled "the scroll", are made up every day in a brief and convenient shape, known as the "votes and proceedings," which comprise a record of all the proceedings, but omit many of the parliamentary forms which are given in full in the journals, when these are extended after the close of a session. He signs the orders of the House, endorses addresses and bills sent or returned to the Senate and reads whatever is required to be read in the House.
This shows that the Votes and Proceedings and the Scroll constitute the authentic record of what takes place in the House. But if it is the desire of the House, as suggested by the right hon. leader of the opposition, that Hansard should report what from time immemorial until to-day, Mr. Campbell states, has never been reported, that is items that are passed without any debate, it is for the House to instruct the Debates committee accordingly. I am informed by Mr. Campbell that he would accept the directions of the House in the matter. He is a very able and trusted official of the House of Commons.


Mr. HOCKEN:: What duty or function has the committee of Debates to perform?


Hewitt Bostock: Such matters as are referred to it by the House of Commons concerning the report of debates, the qualifications of the Hansard reporters, and matters generally concerning the official report of evidence before committees.

Votes and Proceedings and Hansard


Horatio Clarence Hocken: I have been a member
of that committee for the last two or three years, but I do not remember a meeting having been held.


Hewitt Bostock: Possibly it is because as a matter of fact-and I am very sincere-the reports of the proceedings of the House by our Hansard staff are creditable to the country and to the House. I think I may say that.


Mr. T. W. CALDWELL (Victoria and Car-leton):: I am sure, Mr. Speaker, there was
no thought in the mind of any members in the House to reflect either upon the Editor of Debates or upon the reporting staff of the House when this question was raised yesterday. I have been a member of this House for a number of years and this is the first time it has been called to my attention that items of Supply are treated differently when they are debated and when they are not. I can hardly understand why there should be any difference in the method of reporting in connection with the calling of an item when it is debated and when it is not. The saving effected in not reporting the items called and passed without debate would be infinitesimal. If the committee would rule that the debates on some of these estimates should not be reported, I think that condition might be justified; it seems to me that in some cases a good part of the discussion might be cut out. For instance, we find on page 3438 of yesterday's Hansard, to illustrate what I mean, the following item:
Honorary Advisory Council of Scientific and Industrial Research, $120,000.
If this item had not been discussed it would appear in that form and the only additional words would be, "Item agreed to." I would certainly recommend that the method be changed, and I say that without any desire to reflect upon the Editor of Debates, for whom I have the highest respect both for h'v ability and for his thoughtful care over the new members of the House-as we all were once. I am sure there is no thought of reflecting upon him in any way.


Hewitt Bostock: I am sure that the Hansard reporters will take heed of the remarks made this afternoon and that it will not require even the calling of the Debates committee to have that little reform instituted.


Hon. ERNEST LAPOINTE (Minister of Justice):: In justice to the present staff of
reporters, Mr. Speaker, I must say that I have been a member of this House for over twenty years, and this is not the first time it has come to my notice that when items in the estimates 219
are carried without discussion they are not reported in Hansard and that we have to look at the Votes and Proceedings to find them. That has always been the case, and I do not know that we should transform Hansard into an official record of the proceedings of the House. It is rather a report of the discussions for the information of those who desire to know what takes place in the House, but it has never had the character of being as official as some members would like it to be. Perhaps we would all suffer if it were so. It happens that our mistakes in speeches, either in French or in English, are corrected in Hansard, and it is good for all of us; if it were an absolutely official report of what took place many of us would suffer. Perhaps the reporters will view it in that way.


Hewitt Bostock: I suggest it might be a
wise thing for the Debates committee to meet and discuss this situation.


Arthur Meighen: I just wish to mention,
because it seems to have been overlooked, that the case to which I called attention shows that the rule has not prevailed.


Hon. CHARLES MARCIL (Bonaventure):: My long experience in this House enables me to state that Hansard has never been looked upon as an official record of the House. The Votes and Proceedings, transformed into the Journals of the House at the end of each session, and signed by the Speaker, constitute the official record of this House; and if you wish to give evidence in a court of justice as to what really occurred in parliament you must produce this document, not Hansard. The drawback of Hansard is that when you seek information on any particular item which was not discussed in parliament there is a likelihood that no mention of it is made in Hansard, therefore Hansard is deficient in that respect. I think it would be a good thing if all the actions of this House were reported in Hansard, so that this costly publication, the suppression of which has been discussed a dozen times during my experience, should at least be a complete record of the proceedings of parliament. If that were done you w'ould not have to refer back for this information to the journals of the House, a publication which few people possess outside, of members of the House, while on the other hand, Hansard is distributed to the public libraries and generally throughout the country and is easily accessible. As I say, Hansard is deficient in that respect; when there is no debate the reporters are not required to make any mention of the undebated

3458	COMMONS
Votes and Proceedings and Hansard
subject, but for the convenience of the readers of Hansard it seems to me that mention ought to be made of these matters. But if we are to say that Hansard is the official record of parliament we shall have to go back on our present procedure. We had a very stubborn debate on the question here some years ago when the suggestion was made that the French and English journals of the House be combined, making one a mere translation of the other. I think that before any move at all is made in the matter, the Debates committee should meet, as you suggest, Mr. Speaker, discuss all sides of it and then make a recommendation to the House.
Mr. G. H.. BOIVIN (Shefford): It will be a pleasure for me to call the members of the Debates committee together some time next week in order that this matter may be discussed. But I would like to say now that my own opinion agrees very much with that of the hon. Minister of Justice (Mr. Lapointe), and that is that Hansard should not be made an official report of the proceedings of this House. I understand that it would be advisable, if possible, to make mention in Hansard of the different votes passed in committee of Supply. Still, if hon. members give the matter a moment's reflection they will see that there are many objections to that plan. The reporter sitting at his table, having the estimates before him as a guide, is obliged to rely upon his hearing and upon the statement made by the Chairman in deciding whether or not a vote or a motion has been passed. Very often an item is called; the minister says "stand," and it is placed to one side. Sometimes a nod of his head to the Chairman is all that takes place and if that item is recorded in Hansard with no notation whatever-if the word "stand" is not used or is not heard by the reporter-then that item appears in Hansard to have been passed.


Thomas Wakem Caldwell: Does this not apply
to the items that are discussed? The Hansard reporter must depend on his hearing in regard to them.


Mr. BOIVIN:: Absolutely; but when an
item is discussed the Hansard reporter uses the description of the item as it appears in the estimates as a heading for the discussion and the discussion or debate appears in Hansard. Sometimes items are passed after they have been discussed and the fact that the item is carried may not appear in Hansard. Sometimes an item is postponed by unanimous consent, and the fact that it is postponed may 
not be recorded. There is only one man in this House in a position to state whether an item has been passed or not. He holds the responsible position of Assistant Clerk of the House, and sits beside the Chairman of Committees. When an item is passed it is signed by the Chairman of the Committee and is recorded by the Assistant Clerk. From the Assistant Clerk's record the Votes and Proceedings are compiled, and are signed by the Speaker. That record is carefully checked over by three or four officials before it is printed and placed upon each member's desk the following morning as the official record of the proceedings of parliament. If you are going to place upon the Hansard reporters the responsibility of saying whether an item has been passed or not you will sometimes find a contradiction between the Hansard and the Votes and Proceedings and you will have the same trouble now complained of. Every time there happens to be an apparent contradiction there will be more or less confusion; some hon. members will swear by Hansard, and others will rely only upon the Votes and Proceedings. In my opinion there should be only one official record of the proceedings of the House and that should be the Votes and Proceedings.


Thomas Wakem Caldwell: Do I understand th.
hon. member to say that in no case is the fact that an item is carried after discussion re corded in Hansard?


Georges Henri Boivin: No. What I said was that
in some cases when items are carried the fact is recorded and in other cases the fact is not recorded. It depends a great deal upon the way in which the item is passed; upon the way in which the next item is read; upon whether two or three items are carried together, or whether they are read separately. It is imposible for the Hansard reporter to give an absolute and faithful report unless a certain course is followed. It would be necessary for the Editor of Hansard to delay publication of the day's debates and obtain from the Clerk of the House official confirmation of the passing of the items. If hon. members wish that to be done it will delay the printing and they will not have Hansard on their desks the following morning at ten o'clock. After a prolonged sitting of the House the report is voluminous and the printing of Hansard is consequently delayed. With the proposed change it would be further delayed and not distributed until three, four oi five o'clock in the afternoon.
Before I take my seat let me add that I would be very glad to have the Debates com-

Postal Employees
mittee consider the suggestion made by the hon. member for Victoria and Carleton (Mr. Caldwell) that discussion in committee be omitted altogether from Hansard. I have often thought that if the reports of the debates were limited to speeches made when the House was sitting with the honourable the Speaker in the chair, and if the reports of debates in Committee of the Whole on a bill, in Supply, or in Ways and Means, were not recorded in Hansard, the rules governing debate would be more strictly adhered to and the sessions of the House would be abridged by at least two months or almost half of their entire duration.


Thomas Wakem Caldwell: Then we should not
have a repetition of each by-election when items were considered in committee of Supply.


Georges Henri Boivin: If hon. members deem it
advisable to consider this innovation, it can also be discussed when the Debates committee meets next week and then further debated by hon. members when the ordinary motion is made in connection with the report of the committee which must be presented to the House.



STRIKE OF POSTAL EMPLOYEES

[Stage Direction]
On the Orders of the Day:
Mr. J. H. HARRIS (East York):: Will
the Acting Postmaster General be good enough to state the exact position of the postal controversy at the present time, more particularly with reference to the city of Toronto.


Hon. CHARLES STEWART (Acting Postmaster General):: The situation is clearing very rapidly. In Nova Scotia the mails are moving quite normally, there is mo difficulty. The same is true of New Brunswick, of eastern Quebec and Oif Prince Edward Island. Last night in two instances the trains leaving Quebec were not fully manned. They are all fully manned this morning, and Quebec is in a normal condition. In Montreal a considerable number of the regular men are still out on strike. Their positions are being filled very rapidly, and a great many of the employees who went out are coming back. Just before 12 o'clock to-day I had notification that there were five hundred men trying to break into the office to get employment. In the West there has been no disaffection at all. In Hamilton the men returned this morning. We enlisted yesterday about 130 men in that city, but all the strikers returned to duty this morning so that at the 2194
moment we are overmanned in Hamilton. Of course, it is understood that the men who are coming back are returning absolutely without any promise of permanent employment; that is a matter that will have to be adjusted later. WTe are still short of men in Windsor, but as it is not an important distributing point we are not suffering very much inconvenience. I think that in all the smaller post offices in Ontario at 2 o'clock today, with the single exception of Brantford, all the men had returned to work. That statement may not be absolutely correct, but it is a fair summary of the situation. There are about 1,400 men out in Toronto, and in that city we had enlisted yesterday up to midnight about 500 men. At 10 o'clock this morning I issued instructions that no more were to be taken on. I think I can say, with some hope that the statement will be verified that the striking postal employees in Toronto will think better of their action. I have given them until 8 o'clock to-morrow morning to return to duty. If they do not return by that hour they can consider themselves as permanently out of the service.


Charles Marcil: Was the same concession granted to the striking employees in Montreal?


Mr. STEWART (Argenteuil):: It applies
everywhere. The situation in Toronto is that we have been unable to deliver the mails fully to the business houses, but that is to be expected when 1,400 men walk out almost without a moment's notice. We will, we anticipate, be able to move the eastern and western mails to contiguous points and sort them to-day, so that in a couple of days we should be able to restore the movement of the mails to almost a normal condition. In conclusion I wish to say that as Acting Postmaster General I appreciate very much the patience of the public, and the prompt manner in which the business houses and other institutions that are affected rallied to the support of the department and endeavoured to maintain normal conditions in the movement of the mails.


Mr. HUGHES:: Will the men who have been taken on be protected and retained in the service?


Charles A. Stewart: That is a
very difficult question to answer at the moment; it will require a great deal of thought. All I can say is that very full consideration will be given to the case of the men who have been taken on even in a temporary way.
Gold and Silver Marking



SEIZURE OF STEAMSHIP JEANNE D'ARC

[Stage Direction]
On the Orders of the Day:
Mr. DOUCET (Translation):: Mr. Speaker, on the 24th of March last, the House ordered the production of all correspondence relating to the seizure and release of the steamship Jeanne d'Arc for a breach of the customs regulations. Would the hon. Minister of Customs (Mr. Bureau) see that his department obeys the order of the House. I think that between March 24 and this day the department should have found the time of producing this correspondence.


Mr. BUREAU (Translation):: Mr. Speaker, it is due to an error if the said report has not already been laid on the Table of the House, I was under the impression that it had been and I thank my hon. friend (Mr. Doucet) for having drawn my attention to the fact that it has not. I shall see that it is brought down on Monday.



GOLD AND SILVER MARKING ACT 1913. AMENDMENT

[Stage Direction]
The House resumed from June 19 consideration in committee on Bill No. 176, to amend the Gold and Silver Marking Act 1913 (Hon. Mr. Low), Mr. Gordon in the chair.
On section 2-"Platinum" to be applied only to articles of defined component parts.
Henry Lumley Drayton: Has the minister a new bill to-day?


Hon. T. A. LOW (Minister of Trade and Commerce):: The hon. member for Brome
(Mr. McMaster) said he thought the present draft was fairly clear but thought that the minister should give way to the suggestion of the right hon. leader of the opposition (Mr. Meighen) and allow the matter to stand over for another day, until he could have an opportunity of taking up the matter with the Justice department. It is somewhat encouraging and certainly refreshing, after the long debate Which took place yesterday, to be able to come back to the House and say that the Justice department has borne me out in every interpretation which I have placed on section 12. I refer now to Hansard, and I find that my right hon. friend said:
I should like to get the minister to understand if I could.
This afternoon I will use exactly the same words to the right hon. gentleman (Mr. Meighen) and I say to him, I would like to be able to get the right hon. leader of the opposition to understand, if I could.
This section was first suggested by a reso-

lution by the Canadian Jewellers' Association, assembled in the city of Windsor about a years ago. They submitted a clause which they felt would meet the requirements, and my department sent the clause to the Justice department with instructions to draw up a bill which would meet the requirements. The bill as drawn was sent back to the Justice department this morning, and they inform me that the deputy minister conferred with the assistant deputy minister, and that they decided that the clause was so clear that no ordinary person could misunderstand its meaning. They called in the Deputy Minister of Justice and called in an authority on drafting bills in the department. This gentleman stated that the clause as worded was so clear that he could not see that any change could be made. The clause was inserted in the bill, and, as I said yesterday, it means exactly what it states. Yesterday I stated, in answer to a question of my right hon. friend:
Ninety-five per cent of the whole article represented as platinum.
Again I said:
I think it is ninety-five per cent of the whole article. What value would there be in it if the article might contain ninety-five per cent of other inferior metal?
And the hon. member for Victoria and Carleton (Mr. Caldwell) asked the same question, and I think I replied to him that that was the meaning I gave to it. I understand now, after a further reference to the Justice department, that that is what the bill is intended to cover-that the article must contain ninety-five per cent of platinum. Then again, the object of the jewellers, the people who handle platinum goods in this country, was simply that the word "platinum" should only appear on articles that contained ninety-five per cent platinum. Now with reference to "platinum" and "element platinum," there is practically no difference. The words "element platinum" are used to designate the purest kind of platinum, and these words are inserted in the bill in order to afford the greatest protection possible, this being specially necessary when the metal is to be used for scientific purposes. I hope I have made myself clear to my right hon. friend. The Justice department bears out my interpretation, and backs up their interpretation with the statement sent to my department when the bill was submitted to them that the bill stated exactly the intention of the act in the clearest kind of words.


Arthur Meighen: Has the minister the
ruling of the Justice department in writing?

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Thomas Andrew Low: If my right hon. friend doubts
the statement for one minute I will have no trouble in obtaining the opinion in writing. It was stated most emphatically. Sometimes it does not suit my right hon. friend to call for things in writing. I would remind him of an occasion when he debated the wording of an order in council for over an hour. He said that the wording was the most clumsy wording that could be produced, 4 p.m. and yet when it was produced it was found to be the baby of my right hon. friend.


Arthur Meighen: What one was that?


Thomas Andrew Low: Ten yeaTS ago.


Arthur Meighen: Can the minister identify it?


Thomas Andrew Low: If my hon. friend will turn
up Hansard he can find it.


Arthur Meighen: I have not had much
time to come to any practical conclusion. The only one that I have come to is that the minister is absolutely hopeless. He, comes to the House now and tells us that the Justice department confirmed every interpretation he gave when the subject was last under debate. Well, if he had produced the opinion of the Justice department and read it to the House, I am quite certain that all members of the House would have understood it.
As it is, I fancy that no human being understands what the Justice department's opinion is. If it is that which the minister has set forth;-well., I was going to say it is nonsense, but I will not say that, because I know the opinion of the Justice department is not that; I am quite certain it is not. I have no doubt at all that the Justice department declared the words to mean just what they say; and I do not think there is any difference of opinion in the House, as to what they mean. In fact, I do not think that there is any difference of opinion except in the minister's mind, and I am afraid he is still under a misapprehension. My conclusion, therefore, is that the minister is hopeless. The confusion on the last occasion was due to the minister's persistence in the view that the effect of this clause, just as it stands, was to compel all articles, in regard to which the word "platinum" or any compound thereof was used, to be 95 per cent platinum. No one, else took that view, not even the hon. member for Battleford (Mr. McComica) who was so sure about the matter.


Thomas Andrew Low: If my right hon. friend will
read Hansard of yesterday he will see that he himself thought it meant that.


Arthur Meighen: This minister is more
hopbless than ever; I never said that nor did anyone ever think it, except himself. The minister should first understand the Department of Justice and then repeat their opinion accurately to the House. He has not done that. What the Department of Justice told him, I have no doubt, was that the clause means precisely what it says; and what it says is that the platinum, or the substance purporting to be platinum, shall be 95 per cent element platinum or platinum with iridium.


Thomas Andrew Low: That is not correct.


Arthur Meighen: I think the minister had better get the opinion of the department and read it.


Thomas Andrew Low: Read the section; it covers it.


Arthur Meighen: We have all read it and we know what it means; the only one who is confused about it is the minister. Some of the rest of us thought that while there was no question as to the meaning of the clause it would be better if it were worded in the form used before, both because it would be clearer and because that form was the established one. But as to what the effect of this is, there was no difference of opinion in the House, and there is no difference of opinion among hon. members now. The minister seems utterly incapable of getting the meaning of the words. So far as I am concerned, as the minister seems hopeless, he may go ahead and pass the legislation in any shape he wants.


Mr. BOYS:: I asked the minister yesterday a question which he did not answer. Is this intended to apply to the whole article or only to the plate surface?


Thomas Andrew Low: It is intended to apply to all
articles containing at least 95 per cent pure platinum. Is that not plain enough?


William Alves Boys: 1 have the utmost respect for the minister and I do not believe he is trying to evade the question; but certainly he is not answering it. Let me put it to him again. We have a ring, say:	Is this clause
intended to mean that 95 per cent of the entire ring is to be platinum or iridium? Or, if that ring is plated with platinum, does it mean that 95 per cent of the plate shall be platinum or iridium? That is what I want to know.


Thomas Andrew Low: Ninety-five per cent of the
ring must be platinum. Surely, when 400 jewellers in the Dominion have requested that this legislation be passed, and have
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stated over the long distance telephone today that it is what they want, we ought to assume that they know what they want better than does the leader of the opposition (Mr. Meighen).


William Alves Boys: The minister seems to have
great faith in the hon. member for Brome (Mr. MeMaster), so far as this matter is concerned. At the bottom of the first column on page 3397 of Hansard there appears an amendment which I proposed which would make the point absolutely clear. I closed my remarks, after proposing the amendment, with these words:
That amendment would make it apply to the whole article and not merely to the plating upon it.
Mr. MeMaster:	That clearly is not the intention.
Yet the minister suggests to the House today that there is absolutely no doubt as to what the section means. I ask him to read that comment of the hon. member for Brome, in whose opinion he seems to have so much confidence; that hon. member took a view directly opposite to the construction which the minister puts upon the section.


Thomas Andrew Low: Surely not.
M(r. BOYS: Pardon me, he does. I do not see the sense of this controversy, because we understand now that the intention is that the section shall apply to the whole article. I would suggest, in passing, in place of the cumbersome phraseology 950/1000ths the minister simply use the words 95 per cent. If 95 per cent of the whole article must be platinum or iridium there should be no difficulty about stating that in plain words; surely to goodness the English language is capable of such a use. The minister is positive to-day, but yesterday he was not so sure of himself. He has only to read the answers he made to the questions I put to him, to come to that conclusion; he has only to refer to what the hon. member for Brome and the hon. member for Victoria and Carleton both stated, to be convinced that his position has been wrong. There is not a single member who has spoken on this question who has not taken an opposite view to the minister's. Why not put the thing right? The public should be protected. If you buy a ring and it is said to be platinum you ought to know what you are getting. Do not let any jeweller or storekeeper be in a position to deceive the public. I am glad to hear the minister definitely say that this does mean that 95 per cent of the whole article is to be platinum. The section, however, to put it mildly, is most doubtful, and legislation, to be useful, should leave no room for doubt. I do not mean to say for a moment

that what I offered yesterday was the last word on the subject, but I do think that if the minister will adopt my suggestion he will find that it will clarify the intention which he seeks to convey; it will make the section very much clearer than it now stands.


Thomas Wakem Caldwell: I have no wish to delay the bill or to embarrass the minister, my sole concern being to see that both parties to the sale and purchase of platinum articles shall be protected. I quite agree with the minister that the jeweller is completely protected under this bill, but I do not think that the people who purchase the goods will be similarly protected. I direct the attention of the minister to the wording of the section:
The word " platinum " or any contraction, abbreviation or colourable imitation thereof shall not be applied, either alone or in combination with any other word, to any article of merchandise composed wholly or in part of any metal-
And so on. There is the point I refer to:
The section provides that the article may be "wholly or in part" of this metal.


Thomas Andrew Low: I had the opinion of the
Deputy Minister of Justice, the Assistant Deputy Minister of Justice, another member of the same branch and the Law Clerk of the House, and these men state positively that the section is clear. Am I to listen to one or two members opposite and take their advice as against the advice of eminent lawyers such as Mr. Newcombe?


Thomas Wakem Caldwell: We are not pitting our opinion against that of the Deputy Minister of Justice on any matter of law, but the interpretation of this section is a matter of common sense. I agree with the minister that it means what it says, but I do not think that the section means what the minister says it means. I think the words "or in part" should be eliminated so that the section would properly read:
The word " platinum " or any contraction, abbreviation or colourable imitation thereof shall not be applied, either alone or in combination with any other word, to any article of merchandise composed wholly of any metal. .	.	.
If this section passes as drafted, in my opinion a jeweller would be able to -make a ring plated with platinum-if that is possible [DOT]

and if 95 per cent of the plating was platinum, to stamp it with the word "platinum", and the public might buy the ring believing it was solid platinum. If you cut out the words, "or in part", to my mind there would be no doubt as to what was meant; as the section stands I think its meaning is very

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doubtful. I believe, with the Justice department, that this section means just what it says, but apparently they were not able to convince the minister that it does.


Thomas Andrew Low: Surely we agree that the clause means that any a/rticle upon which the word "platinum" is stamped must contain at least 950/1000ths, or 95 per cent, of pure platinum.


Thomas Wakem Caldwell: Then why are these
three words, "or in part" inserted?


Thomas Andrew Low: The article must be either of
pure platinum or of platinum to the extent of 95 per cent.


Thomas Wakem Caldwell: Then why these words: "to any article of merchandise composed wholly or in part of any metal unless 950/1000ths of component parts of the metal appearing or purporting to be platinum of which said article consists"?
Mr. MoCONICA:	Let ujs suppose the
article is a diamond ring set in platinum, then the platinum would be platinum and the diamond would be diamond, and the whole thing would be a ring and would comply with this definition. If it were a shot gun, the barrels would be platinum and the stock would be wood, and it would comply with this provision.


Henry Lumley Drayton: No.


Mr. McCONICA:: So far as it purports
to be platinum it must be 95 per cent pure.


Arthur Meighen: That is all right.


Thomas Henry McConica: That is what it says;
that is what it means; and that is what it is intended to mean.


Arthur Meighen: If my bon. friend can
get that into the minister's head he will be doing well.


Thomas Wakem Caldwell: Following the line of
reasoning of the member for Battleford (Mr. McConica), if a bar of half-inch iron is plated with platinum, then it can be stamped "platinum", because the part which purports bo be platinum, the plating, will comply with this section. I think the illustration of the member for Battleford should convince the minister that the section does not mean whit he thinks it means.


Mr. GUTHRIE:: Let me call the minister's attention to a common article of jewellery, a lady's bar pin or bracelet jewelled. The jewels are actually set in platinum, but on account of the expense of that metal the balance of the metallic portion of the pin
or bracelet is made up of what is called white gold, bearing the appearance of platinum. Could an article of that kind be stamped "platinum?"


Thomas Andrew Low: Not unless it contains 950/
lOOOths of pure platinum or platinum in conjunction with iridium.


Hugh Guthrie: Then what is the object
of the words, as the bon. member for Victoria and Carleton (Mr. Caldwell) points out, "or in part?" The "part" of the article would be the clasp holding the stones, and it might be stamped "platinum" if those words are allowed to remain.


Thomas Andrew Low: The clasp must contain 95
per cent pure platinum or platinum in conjunction with iridium before the word "platinum" is allowed to be stamped upon it.


Hugh Guthrie: Then why not strike out those words, "or in part?"


Thomas Andrew Low: If these words were deleted
it would not be permissible for the article to contain 5 per cent of any other metal than platinum.


Hugh Guthrie: That is what I say, you
should not stamp the bracelet or pin "platinum" when the body of it is composed of white gold.


Thomas Andrew Low: Do you contend that it should
be 100 per cent pure?


Hugh Guthrie: No, I mean the whole
article should be platinum, not part of it platinum and part of it white gold. I think the words "or in part" are objectionable there.


Thomas Wakem Caldwell: Possibly this will make it clear to the minister.


Arthur Meighen: It will not.


Thomas Wakem Caldwell: Suppose the section
were altered to read, "any article of merchandise composed wholly of any metal of which 95 per cent shall be platinum?" Surely the minister would not contend that, so worded, the section would mean that the article must be 100 per cent platinum. I think that is as clear as day-it is to me. If the section read, "to any article of merchandise composed wholly of platinum unless 95 per cent was platinum," I admit the minister would be right, t'he article would have to be 100 per cent pure. Worded as I suggest, the clause is short and plain.


Mr. BROWN:: Mr. Chairman, I did not
take any part in the discussion yesterday, indeed I did not listen very closely to it,
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and therefore I approach the matter entirely unprejudiced. I have read the section to see wihat interpretation I would put upon it. This is my interpretation: That the clause refers to the metal of Which, we will say, a ring is composed, and is intended to mean that 95 per cent of the metal which goes into the ring shall either be platinum or platinum in conjunction with iridium.


Thomas Andrew Low: That is right.


John Livingstone Brown: That is the meaning I put
upon this clause. In other words, whatever metal it is composed of, 95 per cent pure platinum or platinum in conjunction with some other metal shall form part of the whole composition.


Thomas Andrew Low: That is the interpretation which I have placed on the clause for the last twenty-four hours, but my right hon. friend (Mr. Meighen) says I am "hopeless."


Arthur Meighen: Hear, hear.


Thomas Andrew Low: I was not too "hopeless" to be returned for my constituency where I have resided for the past thirty-five years. I think it ill becomes my right hon. friend to interject such objectionable remarks into the discussion of a very simple bill. The interpretation which I have put upon the clause is exactly the same as the interpretation of the hon. member for Lisgar (Mr. Brown).


Arthur Meighen: I admit, though the
minister objects to the words, that they only express my feelings. I have done my best to explain to the minister what this section means, but without success; and from what he says I think the Deputy Minister of Justice has made a similar effort, but evidently he did not succeed any better.


Thomas Andrew Low: Cannot I make my right hon.
friend (Mr. Meighen) understand-


Arthur Meighen: I understand the section as thoroughly as I ever understood anything.


Thomas Andrew Low: -that any metal offered for sale as platinum, no matter what its metallic contents, must contain at least 95 per cent platinum alone or in conjunction with iridium before the word "platinum" can be stamped upon it. My right hon. friend suggested a few minutes ago that we make it read 100 per cent.


Arthur Meighen: I never said that.


Thomas Andrew Low: I think he referred to some
percentage.


Arthur Meighen: No.
[Mr. Brown.)


Thomas Andrew Low: Gold is treated in the same
way; it must contain 921 per cent pure gold before it is allowed to be stamped as gold.


Mr. STANSELL:: I think this bill is of sufficient importance for us to understand what it means; otherwise how can we expect the public to understand it? If I followed the minister correctly, he says that the purpose of this bill is that any article offered for sale and stamped "platinum" must contain 95 per cent platinum. Is that correct?


Thomas Andrew Low: That is correct. I am glad
that there is at least one member behind my right hon. friend (Mr. Meighen) who understands the meaning of this clause.


John Lawrence Stansell: The minister did not
allow me to finish. If this bill is for the protection of the public, then I say it does not accomplish that object, and I am not concerned with what the Minister of Justice or any one else may say about it. The bill says:
Any article of merchandise composed wholly or in part of any metal unless 950/1000ths of component parts of the metal appearing or purporting to be platinum-
And so on. Under that provision an article in which a stone is set may be stamped platinum if 95 per cent of the small portion surrounding the stone is pure platinum; the remainder can be any metal Whatever. That is the only interpretation to be put upon it.


Thomas Andrew Low: I am glad at least that the hon. member agrees that it means 95 per cent platinum. I am willing to accept the opinion of such eminent lawyers as Mr. New-oombe, Mr. Edwards, the assistant deputy minister and another lawyer in the Department of Justice, experts in drawing bills, who passed upon this drafting. They say that the clause is as clear as it is possible to make it, and I am going to stand by that opinion of the Justice department.


Henry Lumley Drayton: What did my
horn, friend submit to the department?


Thomas Andrew Low: I had my deputy go over to
the Justice department with me, taking the file of correspondence between the Department of Justice and the Department of Trade and Commerce in connection with the preparation of the bill. I took Hansard with me, showed them some statements of hon. members, and asked them whether the clause was sufficiently clear to carry out the intent of the measure. They said that the clause

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clearly provided that the article must contain 95 per cent of pure platinum or element platinum, and that no other words could make it clearer.


Arthur Meighen: Perhaps the minister will do me this justice. I have said quite a little on this bill yesterday and to-day as to what it means. The minister has been trying hard to score on me by some indefinite references to something nobody ever heard of. But he will score wonderfully on me now if he will take from Hansard any sentence I have uttered as to the meaning of this clause and bring to the House a statement from the depnty minister that I am wrong to the extent of a shadow.


Hugh Guthrie: I am satisfied that this
bill does not carry out the minister's intention ; it does not protect the legitimate jewellery trade but will permit improper and unlawful marking of goods as platinum which are not platinum. These words "wholly or in part" in the fourth line are the words .that are going to create the difficulty. I cannot do better than give the minister the illustration I gave him before. Take the case of a jewelled bar pin where the jewels are actually set in platinum which is 95 per cent pure. The remainder of the pin, however, is white gold, made to resemble platinum-a very much cheaper metal. That bar pin is "wholly or in part" platinum and can be stamped "platinum" under the bill.


Thomas Andrew Low: Not unless it contains 95 per
cent platinum.


Hugh Guthrie: The bill says that the
article may be "wholly or in part" platinum. Part of that article is pure platinum, complying with the bill, and if an article which is wholly or in part pure platinum dan be stamped platinum, someone is going to be misled. I think these words "wholly or in part" should be struck out.


Mr. SPENCE:: There seems to be some
misunderstanding between the minister and the Justice department. I suggest that this item be dropped. I do not see why the minister should prolong the session a full week discussing his estimates.


Thomas Andrew Low: I beg to correct my hon. friend.
I am not prolonging the session. Hon. members opposite are doing it.


David Spence: It seems he is endeavouring to prevent his estimates going through.


The CHAIRMAN:: We are discussing Bill
No. 176, not the estimates.


David Spence: I suggest that the minister
answer the questions that are put. I have been sympathetic toward the minister. We have been censured for offering so much criticism from this side, yet the minister himself provokes that criticism and I do not propose to sit here and listen to this discussion without saying what I want to say about it.


George Newcombe Gordon: Shall clause 2 carry?


David Spence: It should not carry at
all.


Mr. MACDONALD (Pictou):: I think we
are all agreed as to what the intent of the committee is with regard to this proposed measure. But the question has arisen whether the measure definitely expresses what the sense of the committee is. The minister says the bill was designed to carry out the clear intent as understood by the committee and that in having the bill prepared he went through the ordinary course followed by every minister in the preparation of legislation. It goes to the Department of Justice, and through them to the officials of the House, who supervise the drawing up of the measure, and the minister comes to the House and says: This is the measure intended to carry out what is now the purpose of the committee. One can argue and define as to the various interpretations that might be put upon a complicated sentence of this kind, but I do think that in view of the discussion that has taken place the committee can very safely adopt the wording that has been arranged by the law officers and advisers whose duty it is to put into language the intention of the minister or the department seeking the drafting of the legislation.


Henry Lumley Drayton: I welcome the advent of my hon. friend (Mr. Macdonald) into this discussion, because I appreciate now that we shall be able to get at least some consideration of a legal proposition. The first thing I am going to ask him is whether in his view this act should be made effective?


Edward Mortimer Macdonald: We are all agreed about that.


Henry Lumley Drayton: Very good. I have got that from my hon. friend, but I could not get it yesterday. Well, if this act is to be made effective, ought platinum to be brought within the application of the act?


Edward Mortimer Macdonald: The whole issue, as my hon. friend sees, is whether or not those to whom is entrusted the task of trans-
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lating into language the ideas intended to be put on the statute books, have actually done so. My hon. friend says no; the minister is advised to the contrary.


Henry Lumley Drayton: I asked the minister what he submitted to the department. He did not submit any legal questions with which he was confronted in connection with this bill. Now I hope the Minister of National Defence is not going to run away.


Edward Mortimer Macdonald: I have to go to the Redistribution committee.


Henry Lumley Drayton: Then I shall have to fall back upon my hon. friend. I am going to assume that the Minister of Trade and Commerce wants this to be an effective bill.


Thomas Andrew Low: We are agreed on that.


Henry Lumley Drayton: Then how can he make it effective unless the limiting clause of the act, which deals with the matters to which the act applies, is amended for the purpose of including platinum? How on earth can it be done? The trouble with my hon. friend is this: He has got jurt one idea into his head, that was this section, and he got it there with a certain degree of heat.


Thomas Andrew Low: Oh, no.


Henry Lumley Drayton: Oh yes; with
a certain degree of heat and with the determination to bull the thing through, right or wrong. He goes to the department just with that one thought in his head-because I am sure the Department of Justice are not insane;
I felt sure, if the matter was drawn to their attention, just what they would do, and I took particular pains to ask my hon. friend what he submitted to them. What he submitted to them was this correspondence with the jewellers, and this section, and he asked them what this section meant. Now the hon. member for Brome (Mr. McMaster) joined with me absolutely in pointing out the necessity of making other alterations in this bill, and I am going over it again because the minister evidently forgot all about it, and these were the very questions that ought to have gone to the Justice department.
I point out to the minister again that section 2 of the act respecting the manufacture, marking and sale of articles composed of gold or silver, and of gold plated and silver plated ware, is the interpretation clause. You have the interpretation which is given to articles of gold and silver, and most particularly of marks. My hon. friend, when he looks at the statute, will find in regard to marks that that important definition limits it to

marks having regard to "quality, quantity or weight of gold or of silver, or quality or kind of gold or silver plate." It does not cover platinum at all. The platinum sections, if they are to be made workable, would certainly be much helped if the interpretation clause were extended to cover platinum. Now that has nothing to do with this section as a section at all; it has to do with the scheme of the legislation as such. My hon. friend says that he wants to make this act an act which will be enforceable. Against whom is this act to be enforceable? The "dealer" means "any person who is a manufacturer of, or a seller of, or dealer in, whether by wholesale or retail, any of the articles to which this act applies". I point that out to my hon. friend, and also the very next section, which gives the list of articles to which this act shall apply. There is not a bit of good in adding at the end a little clause like this without adding platinum to the general administrative sections of the act. The section is perfectly clear:
This act applies to the following articles when made in Canada by, or sold in Canada by, or imported or otherwise brought into Canada by dealers, that is to say, "gold articles,' "silver articles,'' and "plated articles'' of gold or silver.
Surely my hon. friend must see that in order to have this legislation right, that clause providing for the application of the act should also be amended. Now take for example this section:
When an article is composed of mechanism, works or movements and of a case or cover containing the mechanism, works or movements, a mark applied to the article shall be deemed not to be, nor to be intended to be, applied to the mechanism, works or movements.
I suppose my hon. friend wants that applied to platinum, too?


Thomas Andrew Low: No, they did not ask for
that.


Henry Lumley Drayton: Then, look at
the perfect ridiculousness of the situation we are getting into if that is not to be. If my hon. friend is right in that, a platinum watch cannot be stamped platinum, just like a gold or silver watch is stamped gold or silver, for the simple reason, according to my hon. friend, that the mechanism, works or movement it contains are not composed of platinum. Now, no sane man in the world thinks any one intends that.


Thomas Andrew Low: The word platinum is applied
in that case in much the same way as when you take a deed of a building, for instance, that includes all articles that are attached to the floor and walls. I do not think that it

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could be said that the works of a watch are a part of the case. If the works are taken into consideration the whole * watch may be very much under 925/1000t.hs parts of fineness, yet the act provides that you can stamp that watch "gold". Am I right?


Henry Lumley Drayton: Yes, because
there is a provision for that. I asked my hon. friend if he wants a similar provision with regard to platinum, and he says no.


Thomas Andrew Low: What is the provision protecting the watch?


Henry Lumley Drayton: I have just
read it to my hon. friend. Now my hon. friend says that does not apply, that if you do not have a similar section with regard to platinum you can never stamp "platinum" on a platinum cover. But what my hon. friend says about gold is not quite right. You have a varying standard recognized for gold.


Thomas Andrew Low: I understood a provision to be
read fixing a certain percentage in the case of gold.


Henry Lumley Drayton: The clause read out had reference to silver and not gold.


Thomas Andrew Low: Well then, take the law in connection with silver.


Henry Lumley Drayton: Does my hon.
friend want the penal clause as to marks to apply here?


Thomas Andrew Low: Certainly they will apply.


Henry Lumley Drayton: Well, as the
bill is worded they do not apply. I again point out to 'the minister that he did not bring to the attention of the Department of Justice the very matters we are discussing upon Which the hon. member for Brome (Mr. McMaster) and myself are in absolute agreement.


Thomas Andrew Low: I explained earlier in the day
that I had discussed this matter with the Department of Justice. I asked the department for an interpretation of the clause that was under discussion yesterday afternoon, as to whether the meaning of what was intended was plain and clear. The Department of Justice said they did not think it would be possible to make the meaning clearer than the words of the proposed amendment to the act made it. I asked the department what percentage of platinum should be contained in an article to which the name "platinum" might be applied. The department informed me that it was 95 per cent, that as the bill was drawn each article which had the word *"platinum" on it should contain at least
950/1000ths, which is 95 per cent. That is the interpretation I received from the Department of Justice together with the opinion that the meaning of the clause referred to could not be made plainer.


Arthur Meighen: As to the plainness of the clause it is a matter of opinion. As to the meaning of the clause it is not a matter of opinion, it is very clear, I would not have risen but I see the Assistant Deputy Minister of Justice here, and I am going to put the two interpretations in his hearing and ask him to give the opinion of the department as to which it is. The question is this: Whether in the case of an article, a single article, as respects which part purports to be platinum and part not, this bill insists that the whole article shall be 95 per cent platinum or part platinum and part iridium, or whether only the part that purports to be platinum shall be 95 per cent platinum and iridum? I want the assistant deputy minister to answer himself.


Henry Lumley Drayton: We heard him
answer. It confirms what we say ourselves.


Thomas Andrew Low: It was made clear by my
deputy and myself that it was 95 per cent of the whole article.


Arthur Meighen: That is not what the
assistant deputy minister said at all. I want the minister to answer right out.


Thomas Andrew Low: I am always willing to admit
when I am wrong. I am not a lawyer and I accepted the interpretation that it was 95 per cent. My deputy was with me and that was the understanding he got also.


Arthur Meighen: The Assistant Deputy
Minister of Justice has just said to the minister that it was 95 per cent only of the part which purported to be platinum, not 95 per cent of the whole article. That is what the assistant deputy minister said; I heard him. That has been our whole contention. I tried to get it across to the minister for hours but I failed.


Thomas Wakem Caldwell: In view of the presence of the Assistant Deputy Minister of Justice I would suggest that the words "wholly or in part" in the fourth line and the words "appearing or purporting to be platinum" in the sixth line be omitted, and I ask the assistant deputy minister whether this would not convey exactly what the minister wants? I am clear as to what the minister wants and I desire to see his wishes carried out, not to
Gold and Silver Marking

oppose the bill at all, but my contention is the present wording will not accomplish what he wants. If I were a jeweller I should like to see this provision passed into law just as it is.


Thomas Andrew Low: I wish to say further that the
understanding I have mentioned was the understanding my deputy and myself gathered of the interpretation of the provision when we left the Department of Justice. Furthermore, my deputy called up the president of the Jewellers' Association, so that there might be no misunderstanding in the matter, and the president said the requirement was that it must be 95 per cent.


Arthur Meighen: I know what the hon.
member for Victoria and Carleton (Mr. Caldwell) has in his mind and it is possible he is right. That is merely a matter of legislation. As to what the act means is not even a rhatter of opinion. There can be no possible two opinions on the subject; the opinion is just what the Assistant Deputy Minister of Justice told the minister a while ago, and what we have contended for for two days. I do not think it is the object of either the Jewellers' Association or the framer of the bill that the whole article should be 95 per cent platinum.


Thomas Andrew Low: That is what he said.


Arthur Meighen: I think the minister is
wrong as to that. I think the minister is wrong also as to what has been told him by the Department of Justice. Take a watch that may be studded with platinum-I am not very sure whether they are or not but they may be-it would never do to say that watch must be 95 per cent platinum or iridium but only the part Which purports to be platinum or as to Which any imitation of it is used. In so far as the existing section is concerned it means what the Justice department want it to mean, there is no doubt about that. The language used as respects silver and also gold could be clearer but its meaning is all right.


Thomas Wakem Caldwell: The right hon. leader of the opposition would not propose to allow a jeweller to mark a watch "platinum" when it was only studded with platinum.
Mr. MEI'GHEN:	No. I do not know
whether platinum is used as a plating or not; but assuming it is, it would be quite lawful for the jeweller to stud, a ring with platinum plate providing it had ninety-five per cent platinum or iridium. It would be quite 
proper to stud a watch with platinum, provided the platinum in it was ninety-five per cent pure; but it would not be proper to call it a platinum watch.


Thomas Wakem Caldwell: He could under the act.


Arthur Meighen: Under this act possibly he could; but under the law generally, without this section he could not, because it is not a platinum watch.


Thomas Wakem Caldwell: Then this would make illegal what is now legal?


Arthur Meighen: Under the present law if a man misrepresents anything he is liable for misrepresentation. He is not liable to the penalties of this act, but to the general penalty, and a jeweller who would say that a ring was platinum when it was only platinum plate would be liable for misrepresentation under the law. I think it is assuming a grave responsibility to make this mean what the hon. minister states.


Thomas Wakem Caldwell: He might not state
that it was a platinum ring; but under the law he would be allowed to stamp "platinum" on it if it were ninety-five per cent platinum?


Arthur Meighen: No, this act merely says what he cannot do. It does not deny him the right to do what it defines, but the ordinary law of the land denies that right. This bill comes in and defines a new class of offence.


Thomas Andrew Low: If the bill is not clear, I do not want to press it. I want to make sure.


Thomas Wakem Caldwell: If my suggestion to
strike out certain words in the fourth and sixth lines were adopted, would it not make it clear that the article must be ninety-five per cent platinum?


Thomas Andrew Low: The deputy informs me that if the word "platinum" is applied to an article it must be ninety-five per cent platinum. If you. bought an article stamped "platinum" you would assume you were buying something which was ninety-five per cent platinum.


Mr. MARTELL:: Any person who understands the primary principles of law knows that the contention of the right hon. leader of the opposition (Mr. Meighen) is correct; but I think the wording of the bill is not very plain, and I would suggest that we waste no more time, but postpone the measure and endeavour to get together on it.


David Spence: I think that would be the
best thing to do. The minister should try to bring the bill back in proper shape. It would take hours in committee to put it in proper form.

Gold and Silver Marking


Thomas Henry McConica: It seems to me that this bill means just what it is intended to mean, and that it will do just exactly what it is intended to do. It provides that a platinum article shall contain ninety-five per cent platinum. If it is composed partly of platinum and partly of some other material, the part that is platinum must be ninety-five per cent platinum.


Lewis Herbert Martell: If the portion which is
required to be platinum is only ninety-five per cent platinum, why should the dealer call the whole thing platinum?


Thomas Wakem Caldwell: That is our point.


Lewis Herbert Martell: The leader of the opposition is correct in his contention.


Henry Lumley Drayton: I am glad that
the hon. member for Hants (Mr. Martell) has come to our assistance, because perhaps we can postpone consideration of this measure for the present and deal with other matters. We should make this a workable bill. The only thing to do is to bring platinum within the interpretation clause, which is the second clause. Clause 3 specifically confines the application of the act to gold and silver. The word "platinum" should 'be inserted in the clause. If we are to go after platinum dealers, we must make it apply to those dealers.


Thomas Andrew Low: The deputy minister informs
me that if an article is made up of fifty per cent platinum and fifty per cent something else the word "platinum" could not be applied to it. If the word "platinum" were applied to it, it would have to be applied to a platinum tip or something of that kind. I merely say this to show that this morn-5 p.m. ing I honestly interpreted the remarks of the deputy minister, to mean that every article must contain ninety-five per cent of platinum.


Arthur Meighen: I have never foi} a
moment disputed that the minister honestly sought to interpret what was given to him, but he did not comprehend what it meant, and when one tries earnestly to make a thing clear the minister should not hark back to other matters.


Thomas Andrew Low: The right hon. member should not cast slurs on the department and refer to the minister as "hopeless."


Arthur Meighen: There were no slurs at
all; but the minister comes back with something else and talks about divisions between lawyers and so on. The minister is not a lawyer. It is not necessary to be a lawyer
to understand this section. If the minister has spent his life in other lines and is not accustomed to this class of work, he should be a little more patient. I think this lesson to-day will teach him in future to be more patient, and not get into difficulties.


Thomas Andrew Low: The reason I relied on the
Justice department and the law clerk of the House was because I was not a lawyer and knew nothing about it. The Assistant Deputy Minister of Justice now tells me that when articles are composed of fifty per cent platinum and fifty per cent other material the word "platinum" could not be applied to the whole.
I ask that the section be allowed to stand.
Section stands.
Progress reported.



COMPANIES ACT AMENDMENT

[Stage Direction]
Hon. A. B. COPP (Secretary of State) moved the second reading of Bill No 118, to amend the Companies Act.
Motion agreed to, bill read the second time, and the House went into committee thereon Mr. Gordon in the chair.
On the short title.
Arthur Meighen: I cannot remember the
minister ever having given an explanation in detail of the general purpose of the bill.


Mr. COPP:: I have not made any general
statement inasmuch as the bill involves a good many minor amendments which are intended to correct certain anomalies in the act. The act has been amended from time to time and the language of the various amendments is not uniform; the majority of the amendments are intended to rectify that. There are six or seven new sections which can be studied as we proceed. The amending bill has been considered by the leading corporation lawyers in different parts of the Dominion in consultation with the law officers of the department and the amendments which are now suggested are the result of those conferences. Last year a good many similar amendments were passed in this House but they were dropped in the Senate owing to pressure there; I understand that they were omitted not because of any particular objections to them but wholly for the reason I have stated. In the hurry and rush they were scuttled so to speak. Since that time and during the present session very strong representations have been made by lawyers who frequently resort to the act, to have these amendments carried. The amendments are intricate but I am sure that legal gentlemen in the committee will be able to follow the explanatory notes.
Companies Act


Mr. WOODSWORTH:: What protection
is given the public in relation to what is commonly called watered stock? Is any definite provision made in that regard?


Arthur Bliss Copp: Provision is made in the act
itself with regard to watered stock but there is nothing in these amendments on that subject.


James Shaver Woodsworth: Is there adequate
protection in the act to safeguard the people against watered stock?


Arthur Bliss Copp: Yes, in the act itself.


James Shaver Woodsworth: What is it?


Arthur Bliss Copp: I cannot tell the hon. gentleman offhand just what the provisions are but he will find on page 13 of the act just how the matter of watered stock is provided for.


Thomas Wakem Caldwell: I am not a lawyer and am therefore unable to discuss the legal aspect of this bill. I think the House made a mistake in allowing the bill to go into committee without some consideration of the general principles involved. The -bill was moved into committee before I had an opportunity of looking it up and I submit that we should have some explanation on the part of the minister of its general principles. Here a question has come up with regard to the issuing of watered stock; the minister should explain the principal features of the bill including this matter.


[Stage Direction]
Section agreed to.
On section 2-When company may be created a private company.
Henry Lumley Drayton: What is the
distinction between a private company and a general company?


Arthur Bliss Copp: This amendment is simply to
conform with subsection 3 of section 43 of the act.


Henry Lumley Drayton: I have not the act here.


Arthur Bliss Copp: Subsection 3 of section 43
refers to private companies but there is no provision for the creation of private companies. This section provides the necessary machinery for constituting such companies.


Henry Lumley Drayton: I understand that, but what is the real distinction, for the purpose of the act, between a private and an ordinary company.


Arthur Bliss Copp: The difference consists in the limitation of shares to the public in the case of the private company.


Lewis Herbert Martell: I have not had much to do with companies of that sort but I should think that a private company would differ from an ordinary company only in this, that whereas in the case of the general company the stock may be sold to the public generally, the stock in a private company is restricted to a number of shareholders, and there may be certain restrictions in the method of transfer. I am not attempting to explain the distinction, but that is the only difference that I can see.


Henry Lumley Drayton: The hon. member's explanation would seem to be right. But what is the public policy that suggests the necessity for a private company? What is the object of this legislation and what is to be gained by it?
Mr. COPP; I am instructed that it applies to a company whose stock is not offered to the public but is held by, say, the members of a family-a private company. That is one illustration.


Lewis Herbert Martell: That can be done today under the Canada Companies Act. As a general rule a certain number of persons, three in Nova Scotia, five in the other provinces, can secure incorporation and their powers are set forth in the memorandum of association which they file, which powers must be in consonance with what the general act authorizes. Supposing these people get a charter for a company with a capitalization of $50,000, in one dollar shares, there is nothing to prevent them from owning those shares.


James Shaver Woodsworth: In the case of
insurance companies we have a superintendent of insurance w'ho insists upon certain requirements -being complied with before a company can be organized. Is there any similar scrutiny exercised an regard to the formation o-f such a company as this?


Arthur Bliss Copp: The applicants for the incorporation of a company must comply with the provisions of the Companies Act.


James Shaver Woodsworth: Is there any
scrutiny by the minister's department of any of the statements made by the promoters?


Arthur Bliss Copp: The promoters -must file their
prospectus with the Department of the Secretary of State.


James Shaver Woodsworth: Then you take the statements in the prospectus at their face value?


Arthur Bliss Copp: The department do not scrutinize the prospectus particularly, but those

Companies Act
who are considering the advisability of buying stock may come to the department and study the prospectus. They must use their own judgment in regard to its contents.


Lewis Herbert Martell: This does not apply to
insurance companies, but only to ordinary trading companies.


Arthur Bliss Copp: Yes.


James Shaver Woodsworth: My thought was
not that insurance entered into this, but I said that in the case of insurance companies the public has some guarantee of their soundness. Is there any similar guarantee in the case of these companies?


Henry Lumley Drayton: These private
companies are prohibited from inviting the public to subscribe for any debentures or shares. This section applies to a limited partnership form of company, and I do not see any objection to it.


Thomas Wakem Caldwell: While the prohibition
applies to invitations to the public to subscribe for debentures or shares, does it prevent a, shareholder from selling his stock to the public?


Arthur Bliss Copp: He can sell stock, but only to a limited extent.


Lewis Herbert Martell: You are putting in a
prohibition so the incorporators can keep the stock within their own narrow bounds. But the law to-day would allow it to be done by agreement among the shareholders themselves.


[Stage Direction]
Section agreed to.
On section 3-Applicants.
James Shaver Woodsworth: Is there any provision that the provisional directors shall hold office for any particular length of time, or that they have any real interest in the concern?


Arthur Bliss Copp: Under the provisions of the
Companies Act provisional directors are appointed until such time as the company is organized and the shareholders elect their directors. This amendment makes no change.


[Stage Direction]
Section agreed to.
On section 4-Applicants.
Henry Lumley Drayton: This section appears to me to be intended to make it clear that the provisions apply only to companies without share capital; is that it?


Arthur Bliss Copp: Yes.
!


Henry Lumley Drayton: They were intended to apply only to companies with share capital. If that be the case, it is to get rid of the possibility of error?


Arthur Bliss Copp: Yes.


Henry Lumley Drayton: There are a lot of subsections. What is the idea in subsection (6)? It is pretty hard to follow that.


Arthur Bliss Copp: It is to correct a clerical error. In the old act it appears as subsection 2; it should be subsection 3. That is the only change.


[Stage Direction]
Section agreed to.
'On section 5-subsection (1)-Issue of shares without nominal or par value.-Statement as to preferred stock.
Henry Lumley Drayton: What does the
minister say about this?


Arthur Bliss Copp: The note gives an explanation of the amendment. It refers to the formation of a company issuing stock without par value. A similar provision has been in force in the United States and in the province of Ontario lor a number of years, and corporation lawyers inform me that it is working very satisfactorily. We are simply bringing our act into uniformity with it.


Lewis Herbert Martell: Is there a similar clause
in the English Companies Act?


Henry Lumley Drayton: Our original
legislation, if I recollect aright, was based on legislation of the state of New York so far as this no money share amendment is concerned.


Arthur Bliss Copp: It was adopted in 1897.


Henry Lumley Drayton: I do not think
England had covered it in their General Companies Act.


Arthur Bliss Copp: No.


Henry Lumley Drayton: I understand
that all that is being done here is to ingraft on the American statute: we took over the amendments which the Americans have found it necessary to make.


Arthur Bliss Copp: That is right.


[Stage Direction]
Subsection agreed to.
On subsection (2)-Equality of shares.
Henry Lumley Drayton: That is in the same position I assume?


Arthur Bliss Copp: Yes.


[Stage Direction]
Subsection agreed to.
Companies Act
[Stage Direction]
On subsection (3)-Shares to be allotted at price fixed by board or letters patent.
Thomas Wakem Caldwell: In paying a dividend would these shares without par value be entitled to participation the same as shares with par value?


Arthur Bliss Copp: They might declare a dividend on the value of the shares.


Thomas Wakem Caldwell: But they are without
par value.


Arthur Bliss Copp: They do not pay any percentage dividend on the shares but if the company make sufficient to pay dividends they may pay at the rate of so much per share.


Thomas Wakem Caldwell: I would like to get
that clear. Do these shares have the same right to dividend as shares in the same company that have a par value?


Arthur Bliss Copp: It. depends on whether the
company p:e making enough money to pay the dividend.


Thomas Wakem Caldwell: Under this act we are
allowing the company to issue non par value shares. Does that mean shares of stock for which no money is paid?


Arthur Bliss Copp: No. We issue a charter to the company for no capital stock but for a certain number of shares and the directors fix the values of the shares and sell them accordingly. That value may also be fixed by the charter.


Henry Lumley Drayton: The only difference between this arrangement and the provision under which when a company is incorporated it has so many thousand shares of stock is that the shares here have no money value. Theoretically the entity is split up into say a thousand different shares and the owner of each share is entitled to one-thousandth part as an owner of that property. In the other case he is entitled to a share which represents so much in money value. That value is supposed to be properly related to the value of the property it represents though that of course is not always the case. In this instance there could be a multiple of shares; there is no question about that. But these shares with no money value represent nothing but an individual interest in the assets of the company. The company is incorporated, and at the incorporation the price at which the shares shall be disposed of may be arranged. On the other hand-
I speak now subject to qualification-the directors may by by-law say at what price the shares shall be sold. Obviously therefore, when you get to that point you cannot declare

a definite dividend of a certain per cent because there is no definition of money value in the hands of the shareholders on which the dividend may be computed. So what is done is this; the directors define what shall represent the amount available for the distribution of profits, and as soon as the amount so available is declared each one of these shares of no money value is entitled to an amount proportionate to the relation which it bears to other shares outstanding.


Thomas Wakem Caldwell: That is quite clear. A company gets a charter to do business. There is no capital stock, but they have say a thousand shares of no money value. Does this mean that the company may issue only a thousand shares? Because if] jthey, could continue issuing their shares it would mean that the shareholders would not be entitled to the one-thousandth part.


Arthur Bliss Copp: They may issue only the
thousand.


Thomas Wakem Caldwell: Then the earnings of
the company are divided pro rata among the thousand shareholders, or if a loss is made it is borne proportionately fey those shareholders?


Arthur Bliss Copp: Yes.


Mr. SHAW:: I think there are some members who would like to know from the minister what steps are taken to protect the public so far as the sale of shares is concerned. I think this is the matter which has been referred to by the hon. member for Centre Winnipeg (Mr. Woodsworth). I am now referring particularly to the various types of provincial legislation. In some of our provinces we have what is sometimes denominated as "blue sky legislation," providing certain safeguards to the public in the event of the sale of shares by corporations. What provision is made by the Dominion under the Companies Act for the protection of the public in a similar manner?


George Newcombe Gordon: The discussion must be strictly relevant to the clause under consideration. This matter could be considered under section 14.
Mr. SHAW':	Or section 8.


George Newcombe Gordon: Section 8 covers only
commissions.


Joseph Tweed Shaw: It goes further and deals with
shares offered to the public.


[Stage Direction]
Section agreed to.	.

Companies Act
On section 6-Company may obtain change of name.
Henry Lumley Drayton: What does this
involve?


Arthur Bliss Copp: The wording of several sections of the act pi-oviding that certain transactions may be effected by a tworthirds vote is not uniform, and doubt has arisen whether "two-thirds vote" means two-thirds of all the issued capital or two-thirds of those present at the meeting of shareholders. The only change made here is that there must be a two-thirds vote of the shareholders present.


Henry Lumley Drayton: Present and
voting.


Arthur Bliss Copp: Yes.


[Stage Direction]
Section agreed to.
On section 7-When company may surrender charter.
Henry Lumley Drayton: I suppose this
is to make it more certain that the shareholders' rights are considered.


Arthur Bliss Copp: It is the same provision we
have had for fifty years. A company may get a charter and may never organize, and the practice now is that they may return their charter to the department. This is to provide that they may return the charter under the act, provide the debts and everything of that nature are taken care of.


Henry Lumley Drayton: I do not see anything about insolvency here. What happens in that case?


Arthur Bliss Copp: They cannot surrender their
charter if they are insolvent.


Henry Lumley Drayton: But suppose a
company goes out of business entirely as a result of insolvency, what happens? Has the Secretary of State still to send out notices and get them back again like he did before?


Arthur Bliss Copp: They would be wound up in
the regular way.


Henry Lumley Drayton: They might or
might not. I thought the idea of this was to save the department sending out forms.


Arthur Bliss Copp: That is true, but the charter
can only be returned after the debts are all paid.


Lewis Herbert Martell: They have to comply
with all these terms before they can be liquidated.


Thomas Wakem Caldwell: If a firm goes through
the bankruptcy court, what becomes of their charter?


Arthur Bliss Copp: The order puts it out of
business.


Thomas Wakem Caldwell: Automatically?


Arthur Bliss Copp: Yes, but we are dealing here
with the case of a company being wound up.


Thomas Wakem Caldwell: When a charter is
surrendered, must it be with the unanimous consent of all the shareholders in the company? While the deputy is looking that up, I would like to give my reason for asking that question. We realize, of course, that in an incorporated company an agreement made by any authorized member of the firm binds every member of the firm, and that brings about the necessity of having the charter surrendered when they cease to do business as an aggregation. Take a hypothetical case. Suppose a company of three men is incorporated.


Lewis Herbert Martell: My hon. friend is not
quite correct. An incorporation is not a firm, and the shareholders of the company are not bound unless the agreement is within the four corners of the memorandum of association.


Thomas Wakem Caldwell: But until the charter is surrendered they are still a company in the eyes of the law, and any business contracted by any member of the firm is binding on the firm. Suppose there is a firm of three members and two of them wish the charter dissolved or surrendered, and the third objects. What is the procedure?


Lewis Herbert Martell: If they cannot come to
terms they would apply to the court, and the court would give some guarantee as to the rights of the minority in order that the company might be wound up, if the petition was for winding it up.


Thomas Wakem Caldwell: I presume that is correct, but I would like to have the minister's opinion.


Arthur Bliss Copp: If there was any such dispute there could not be a surrender of the charter, not unless everything was agreed upon and closed up by the shareholders, and the debts all paid.


Thomas Wakem Caldwell: Then it must be by
unanimous consent?


Arthur Bliss Copp: Yes.


Thomas Wakem Caldwell: Just what procedure
would you follow in the case I cited, where two members wanted to surrender the charter, and the third did not?

Companies Act


Arthur Bliss Copp: If anything was done, it
would have to be done by departmental regulation. There is nothing in this section providing for it.


[Stage Direction]
Section agreed to.
Arthur Bliss Copp: Since the bill was drafted a
suggestion has come to us that we should add a new section, to be known as section 8, incorporating the provisions of the Companies' Act of Ontario. At the present time, a company when applying for a charter has to put in a long list of the objects of the company. This entails a great deal of work and expense in preparing the petition and sending it forward. Then after the petition comes to the department a charter has to be drafted and recorded, notice is printed in the Canada Gazette, and finally there is published in the Gazette a very long list of the objects of the company. The cost of printing the Canada Gazette has increased about 50 per cent within a short time, and we have found that in the case of some companies we are incorporating it is costing us more for the publication of these notices than we receive in fees.


Henry Lumley Drayton: That is terrible.


Arthur Bliss Copp: We thought that by making
provision here giving the company general powers, it would save a great deal of work and expense. The amendment is very long, and I will send a copy of it over to the hon. member for West York.


George Newcombe Gordon: It is proposed to amend the principal act by inserting the following section, as a new section 8, after section 28:
28A. (1) A company shall possess as incidental and ancillary to the powers set out in the Letters Patent or Supplementary Letters Patent power:
(a)	To carry on any other business (whether manufacturing or otherwise) which may seem to the company capable of being conveniently carried on in connection with its business or calculated directly or indirectly to enhance the value of or render profitable any of the company's property or rights;
(b)	To acquire or undertake the whole or any part of the business, property and liabilities of any person or company carrying on any business which the company is authorized to carry on, or possessed of property suitable for the purposes of the company;
(c)	To apply for, purchase or otherwise acquire, any patents, licenses, concessions and the like, conferring any exclusive or non-exclusive, or limited right to use, or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the company, or the acquisition of which may seem calculated directly or indirectly to benefit the company, and to use, exercise, develop or grant licenses in respect of, or otherwise turn to account the property, rights or information so acquired;
(d)	To enter into partnership or into any arrangement for sharing of profits, union of interests, co-operation, joint adventure, reciprocal concession or otherwise, with any person or company carrying on or engaged in or about to carry on or engage in any business or

transaction which the company is authorized to carry on or engage in, or any business or transaction capable of being conducted so as directly or indirectly to benefit the company; and to lend money to, guarantee the contracts of, or otherwise assist any such person or company, and to take or otherwise acquire shares and securities of any such company, and to sell, hold, re-issue, with or without guarantee, or otherwise deal with the same;
(e)	To take, or otherwise acquire and hold shares in any other company having objects altogether or in part similar to those of the company or carrying on any business capable of being conducted so as directly or indirectly to benefit the company;
(f)	To enter into any arrangements with any authorities, municipal, local or otherwise, that may seem conducive to the company's objects, or any of them, and to obtain from any such authority any rights, privileges and concessions which the company may think it desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions;
(g)	To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex-employees of the company (or its predecessors in business) or the dependents or connections of such persons, and to grant pensions and allowances, and to make payments towards insurance, and to subscribe or guarantee money for charitable or benevolent objects, or for any exhibition or for any public, general or useful object;
(h)	To promote any company or companies for the purpose of acquiring all or any of the property and liabilities of the company, or for any other purpose, which may seem directly or indirectly calculated to benefit the company;
(i)	To purchase, take on lease or in exchange, hire or otherwise acquire, any personal property and any rights or privileges which the company may think necessary or convenient for the purposes of its business and in particular any machinery, plant, stock-in-trade,
(j)	To construct, improve, maintain, work, manage, carry out or control any roads, ways, branches or sidings, bridges, reservoirs, watercourses, wharves, manufactories, warehouses, electric works, shops, stores and other works and conveniences which may seem calculated directly or indirectly to advance the company's interests, and to contribute to, subsidize or otherwise assist or take part in the construction, improvement, maintenance, working, management, carrying out or control thereof;
(k)	To lend money to customers and others having dealings with the company and to guarantee the performance of contracts by any such persons;
(l)	To draw, make, accept, endorse, execute and issue promissory notes, bills of exchange, bills of lading warrants and other negotiable or transferable instruments ;
(m)	To sell or dispose of the undertaking of the company or any part thereof for such consideration as the company may think fit, and in particular for shares, debentures or securities of any other company having objects altogether or in part similar to those of the company;
(n)	To apply for, secure, acquire by assignment, transfer, purchase, or otherwise, and to exercise, carry out and enjoy any charter, license, power, authority, franchise concession, rights or privilege, which any government or authority or any corporation or other public body may be empowered to grant and to pay for, aid in and contribute towards carrying the same into effect, and to appropriate any of the company's shares, bonds and assets to defray the necessary costs, charges and expenses thereof;

Companies Act
(o)	To procure the company to be registered and recognized in any foreign country and to designate persons therein according to the laws of such foreign country to represent this company and to accept service for and on behalf of the company of any process or suit;
(p)	To remunerate any person or company for services rendered, or to be rendered, in placing or assisting to place or guaranteeing the placing of any of the shares in the company's capital, or any debentures, debenture stock or other securities of the company, or in or about the formation or promotion of the company or the conduct of its business;
(q)	To raise and assist in raising money for, and to aid, by way of bonus, loan, promise, endorsement, guarantee of bonds, debentures or other securities or otherwise, any other company or corporation with which the company may have business relations, and to guarantee the performance of contracts by any such company, corporation, or by any such person or persons;
(r)	To adopt such means of making known the products of the company as may seem expedient, and in .particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and by granting prizes, rewards and donations;
(s)	To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the company;
(t)	To do all or any of the above things as principals, agents, contractors or otherwise, and either alone or in conjunction with others;
(u)	To do all such other things as are incidental or conducive to the attainment of the above objects.
(2) All or any of the powers set out in subsection 1 may be withheld by the letters patent or supplementary letters patent.


Henry Lumley Drayton: Where are the
forms taken from?


Arthur Bliss Copp: From Palmer's Company Law.


David Spence: The minister was criticising the cost of advertising in the Canada Gazette. Why does he advertise there? Is it for the purpose of wanting nobody to see it?-because nobody ever reads it.


Arthur Bliss Copp: It is the official organ for
publishing these notices.


David Spence: It is a poor organ. Just a few members of parliament see it.


[Stage Direction]
Amendment agreed to.
On section 8-Commission for procuring subscriptions.
Henry Lumley Drayton: I think we should hear from the minister as to this section.


Arthur Bliss Copp: This section is copied verbatim from the English Companies' Act. Under the present act a company may pay a commission to brokers for the sale of stock or work of that nature. The present amendment broadens the effect so that companies may sell their own stock and allow a commission to the purchaser.
220i


Henry Lumley Drayton: To what extent may they allow commissions?


Arthur Bliss Copp: The payment will be limited
by the charter entered into.


Henry Lumley Drayton: What is the
practice with respect to limitations?
i Mr. COPP: I am informed that it depends on the nature of the company. A mining company, for instance, would have to pay a much larger commission than other companies. The companies make the best arrangement they can with brokers for selling their stock.


Lewis Herbert Martell: They file a statement
with the department declaring that certain commissions will be paid for disposing of the shares. That is in accordance with the English act.


Henry Lumley Drayton: Not only the
English but the Ontario act also. It must be shown in the prospectus that so much commission has been paid. I was just wondering what the general administrative idea of the department is. This becomes a depreciation of capital before the company is earning anything; these commissions have to be paid out of capital. In the case of mining companies you have to deplete your capital a good deal in order to sell your stock. What maximum would be allowed in a case of a financial or manufacturing company, for example, and then again in the case of a mining company.


Arthur Bliss Copp: In the case of a mining company, operating under the Ontario act, I am -informed the maximum is 25 per cent and it runs down to probably 6 per cent according to the character of the company.


Henry Lumley Drayton: Then what would it be in the case of a manufacturing company?


Arthur Bliss Copp: I am informed by the Under
Secretary of State that the maximum runs from about 6 per cent, up to 25 per cent in the case of mining companies.


Henry Lumley Drayton: In the case of
manufacturing companies that maximum would not be allowed?


Arthur Bliss Copp: No.


Thomas Wakem Caldwell: The maximum must be set forth in the letters patent?


Arthur Bliss Copp: Yes.


Thomas Wakem Caldwell: Then it cannot be exceeded?
Companies Act


Arthur Bliss Copp: It must be stated in the
prospectus too, and it cannot be exceeded.


Henry Lumley Drayton: It should be
shown in the advertising. Is that not looked after in the section?


Arthur Bliss Copp: That is a matter of regulation.


Thomas Wakem Caldwell: Is there any "follow
up " by the department to see that they do not exceed the amount, or is it left to their sense of honesty?


Arthur Bliss Copp: The maximum commissions
they pay are set out in the prospectus.


Thomas Wakem Caldwell: And the department
has a " follow up " to see that is done?


Arthur Bliss Copp: No, that is for the individual
himself to see about. The department cannot follow it up.


Lewis Herbert Martell: The individual buys on
the basis of the prospectus and he knows what he is doing?


Thomas Wakem Caldwell: WTe say that the capital shall not be depleted below a certain 'amount for the purpose of selling stock. I think it is up to the department to see that is carried out. We pass an act and we say " You are selling stock to the public and you must not deplete your capital." They wrant to sell stock and if they put up a big amount in order to do so it would not be worth so .much. I can see where there might be a *very great taking in of the public in matters oi that kind.


Arthur Bliss Copp: If the details are set out in
the prospectus I do not see that there can be much ground of complaint.


Henry Lumley Drayton: As I recollect
the act, I have not read it recently, the prospectus is the basis of all advertising. The prospectus must show the ma(ximum amount of commissions which may be paid, and1 it is an offence under the act to advertise stock for sale without doing this.


Lewis Herbert Martell: If the prospectus of the company is misleading that governs a person's liability for his call.


[Stage Direction]
Subsection agreed to.
On subsection 3-Payment of brokers.
Henry Lumley Drayton: This is not a
case of selling stock to a broker, is it?


Arthur Bliss Copp: If they sell stock through a
broker they pay that broker.


Henry Lumley Drayton: In that case why is he not getting a commission?


Arthur Bliss Copp: The broker will get the commission.


Henry Lumley Drayton: I think we
should have a little explanation about this subsection.


Arthur Bliss Copp: The subsection reads:
Nothing in this section shall affect the power of any company to pay such brokerage as it has heretofore been lawful for a company to pay, and a vendor to, promoter of, or other person who receives payment in money or shares from a company shall have and shall be deemed always to have had power to apply any part of the money or shares so received in payment of any commission, the payment of which, if made directly by the company, would have been legal under this section.
This is taken word for word from the English act.


Mr. HANSON:: Has there been any limitation of commissions heretofore?


Arthur Bliss Copp: Yes, there was always a
limitation.


Thomas Wakem Caldwell: That is when the commissions are paid out of capital. There is no limit when paid out of earnings, I take it?


Arthur Bliss Copp: That is provided for in the
charter.


Richard Burpee Hanson: What is the limitation
under the act?


Arthur Bliss Copp: The amount to be paid for commissions is fixed in the charter.


Richard Burpee Hanson: The Dominion act provides for a memorandum of association. That means simply subscriptions for the initial shares. That is all it amounts to.


Lewis Herbert Martell: My hon. friend knows that the memorandum of association sets out the objects of the company. The articles of association set out what can be done among the people who are shareholders.


Richard Burpee Hanson: That is true of the Nova
Scotia act, but not in regard to the Dominion act.


Lewis Herbert Martell: It is true of the English
act.


Richard Burpee Hanson: Yes, but not of the
Dominion act. You apply by a petition for the formal letters patent, and that is accompanied by an application for letters of association.


Lewis Herbert Martell: The memorandum which accompanies the petition is practically em-

Companies Act
braced in the charter of the company afterwards. They say they want power to do so and so, and they enumerate these powers. The procedure here is very much the same.


Richard Burpee Hanson: It has the same effect.
What is the limitation of commission in the statute now on a sale of shares?


Arthur Bliss Copp: It is not limited by statute.


Richard Burpee Hanson: How is it limited under
this bill, and what is the limitation?


Arthur Bliss Copp: This amendment provides for
that, and we are adopting the English act authorizing commissions. My hon. friend knows that these commissions are being paid now, and there has been no authority for it.


Richard Burpee Hanson: No limitation in the
present statute?


Arthur Bliss Copp: No, and no authority for it.
But this amendment adopts the English act entirely, which provides that commissions may be paid; and in the charters granted under this provision the limitations will be fixed.


Richard Burpee Hanson: By regulation?


Arthur Bliss Copp: By regulation. [DOT]


Richard Burpee Hanson: You are legalizing what
has been the practice, but you are going to put a limitation on it?


Arthur Bliss Copp: Yes.


Richard Burpee Hanson: Is the minister going to
fix any arbitrary limitation? What is proposed to be done? That is an important point.


Arthur Bliss Copp: We discussed this question
before my hon. friend came in; and it has been suggested by the departmental officers that different kinds of companies should be given different authority for paying commissions, some commissions being larger and some smaller. For instance, a mining company might pay twenty-five per cent. That is a speculative company. Probably the commission would run from five to ten to twenty-five per cent, according to the company.


Thomas Wakem Caldwell: It would depend on
how hard it was to sell the shares.


Richard Burpee Hanson: What is the object in
fixing a limit at all? Is it not a matter to be arranged by the company after all?


Arthur Bliss Copp: It may be.


Richard Burpee Hanson: This may be a good provision, I am not objecting at all. I do not
think we should be so much concerned about people buying speculative stock. Let them buy and get their fingers scorched if they want to.


Lewis Herbert Martell: If there is no misrepresentation in the prospectus and no fraud or deceit, then a person knowing that he was buying speculative stock, if he got stung, should take the consequences.
Progress reported.
At six o'clock the Speaker resumed the chair, and the House took recess.
After Recess
The House resumed at 8 o'clock.



PRIVATE BILLS


[Stage Direction]
Bill No. 105, respecting a patent of Thomas Williams Pritchard.-Mr. Boys.
Bill No. 129, to incorporate Dominion Electric Protection Company.-Mr. Marcil (Bona-venture).
Bill No. 167, to amend the act to incorporate the Board of Presbyterian College, Halifax.-Mr. Duff.
Bill No. 170, for the relief of Philip R. Marshall Palmer.-Mr. Duff.
Bill No. 171, for the relief of George Felix Simpson.-Mr. Ladner.
Bill No. 177, respecting certain patents owned by The Canadian Sumner Iron Works, Limited.-Mr. Stevens.
Bill No. 178, for the relief of Katherine Gossage.-Mr. Ross (Kingston).
Bill No. 179, for the relief of Alice Moore. -Mr. Martell.
Bill No. 180, for the relief of Alexander Cruikshank.-Mr. Church.
Bill No. 181, for the relief of Francis Albert Armstrong.-Mr. Martell.
Bill No. 182, for the relief of Edythe Kathleen Victoria Canniff.-Mr. Hocken.
Bill No. 183, for the relief of Helen Tuer. -Mr. Jacobs.
Bill No. 185, for the relief of Hilda Maud Ward.-Mr. Hocken.
Bill No. 186, for the relief of Rosie Race. -Mr. Harris.

[Stage Direction]
Bill No. 193, for the relief of Alfred Edward Briggs.-Mr. Simpson.
Bill No. 194, for the relief of Louisa Elizabeth Smith.-Mr. Martell.
Companies Act

[Stage Direction]
The House again in committee on Bill No. 118, to amend the Companies Act-Hon. Mr. Copp. Mr. Gordon in the chair.
George Newcombe Gordon: Section 8, is amended to read as section 9, subsection 3,


[Stage Direction]
Section agreed to.
On section 9-Repeal.
George Newcombe Gordon: This section is now
amended to read as section 10.


Henry Lumley Drayton: What is the section that is dropped?


Arthur Bliss Copp: It is subsection 2 of section 30 of the principal act, as follows:
Notice of the situation of such principal office and of any change therein shall be published in the Canada Gazette.
It is felt that this provision is no longer necessary.
Mr.-CALDWELL:	Is provision made for
publication of notice of the change in the local press, for instance?


Arthur Bliss Copp: No, the shareholders have to
be notified of the meetings in the regular way, so that it is not necessary to publish the notice in the Canada Gazette.


[Stage Direction]
Section agreed to.
On section 11-How private company may become public company.
George Newcombe Gordon: This will now be known as section 12.


Henry Lumley Drayton: Is there any
need for publicity here as in the case of the incorporation of the original company? It is quite a change, that of making a private company into a public company that can sell by prospectus or otherwise.


Arthur Bliss Copp: It is only necessary that the
prospectus be filed. Notice is not required.


Henry Lumley Drayton: The original incorporation is advertised in the Gazette.


Arthur Bliss Copp: Yes.


Henry Lumley Drayton: My point was
that in view of the fact that there is a radical change in the character of the company, and its powers are being extended, whether it should not be advertised as in the case of an original incorporation. It is a matter of administration, and I would be guided very much by what Mr. Mulvey says.


Arthur Bliss Copp: I think it is worthy of consideration. I think it would be well to have it advertised.
[Mr. Martell.l


Henry Lumley Drayton: I do not want
to hold up the bill. Mr. Mulvey might have an amendment made on the third reading if he thinks it wise.


Thomas Wakem Caldwell: Take the case of a
private company with non par value stock. What would the procedure be if it was turned into a public company?


Arthur Bliss Copp: If they incorporated without
par value, they could continue.


Thomas Wakem Caldwell: In the case of companies without par value stock, their liability io not limited.


Arthur Bliss Copp: Oh yes.


Thomas Wakem Caldwell: The par value stock
company is limited, but not the non par value stock company. In what way is it limited? A limited company is limited to the value of its stock.


Arthur Bliss Copp: The stock is sold and paid
for.


Thomas Wakem Caldwell: There is no further
liability.


Arthur Bliss Copp: They pay up all they agree to Pay.


Thomas Andrew Low: The common stock is of value.
Did I understand my hon. friend to say it was of no value?


Thomas Wakem Caldwell: We were discussing -before recess companies in which the stock was issued without money value.


Thomas Andrew Low: There is no par value to them.


Thomas Wakem Caldwell: I was asking what the
procedure would be in the case of a company of that kind which was turned into a public company. Their stock must remain as it was before. If it was non par value before, it would continue the same.


Arthur Bliss Copp: Their liability would be what
the stock was sold for, or what they agreed to pay.


Thomas Wakem Caldwell: Suppose they go into
liquidation, and their assets do not meet their liabilities?


Arthur Bliss Copp: If their stock is fully paid
up, that ends it. If it is not paid up, they will have to pay the liquidator what they agreed to pay for the stock.


Thomas Wakem Caldwell: But there is no value
set on that stock. It is non par value stock.


Arthur Bliss Copp: But they pay for it.

Companies Act


Thomas Wakem Caldwell: That is, the directors
set a price on it, and if they have paid the company that, their liability ceases?


Arthur Bliss Copp: Yes.


[Stage Direction]
Section agreed to.
On section 12-Supplementary letters patent granted.
George Newcombe Gordon: This now becomes section 13.


Henry Lumley Drayton: That question
of advertising might be considered in connection with this clause also.


Arthur Bliss Copp: We are providing for it here.


Henry Lumley Drayton: Then it is all
the more necessary in the other case.


[Stage Direction]
Section agreed to.
On section 13-Requirements as to particulars in prospectus.
Mr.   CHAIRMAN@: This now becomes section 14.


Hugh Guthrie: This is to avoid the
publication of the whole prospectus, I understand, and to allow the publication of a summary?


Arthur Bliss Copp: Yes.


Henry Lumley Drayton: The former law was that everything had to go in, and if they did not put in everything they took the risk of liability. Now under this clause they may contract. I wonder whether the under-secretary has considered whether or not in cases of contraction it would be in the public interest to have that contracted form submitted for approval to the department, or whether that would make too large a volume of work. This is removing a substantial safeguard, which may or may not be propei'ly observed. It is leaving it a bit loose. It is leaving it a matter for construction afterwards, whether the information has been given as indicated, and also leaving it open as to the extent of the information to be given in the classes indicated. Maybe it would be too big a matter of administration to undertake, but if it is not, it would be in the public interest, I think, to have the summary approved by the department.


Hugh Guthrie: I think the clause is
rather specific. They have to publish a summary of the main objects of the company, as set forth in the letters patent, and of the capital stock provisions, and of any special clauses therein, with the names, descriptions,
and addresses of the signatories to the petition for incorporation, and the number of shares subscribed for by them respectively; the number of founders' or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the company. I think that is a pretty full summary of everything that I can think of, and if that section is complied with, there should not be any danger.


Thomas Wakem Caldwell: To my mind there is one very important thing left out, and we were discussing this before dinner; that is the amount of commission that is allowed to be paid out of capital for the selling of stock. That is a very important matter, and I would like to point out to the minister how this might work out. Suppose a company had a quantity of stock still unsold and they got into rather a difficult position; there was the possibility of liquidation, we will say, and they conceived the idea of putting the balance of the stock on the market. They might say; It will pay us to allow fifty per cent commission on the sale of this stock; if we get fifty per cent we shall save something. I think the public should know whether they are allowed to pay fifty per cent of the capital for selling the stock, because it is the public who are buying the stock, and it would be an indication to the public that the company was in rather a difficult position.


Arthur Bliss Copp: In the charter the amount of
the commission is limited to twenty-five per cent


Thomas Wakem Caldwell: It is provided that
that shall be set forth in the prospectus, and I think it should be provided that it- shall be set forth in the summary also.


Arthur Bliss Copp: We are only amending the
first paragraph, which provides for the prospectus. We are not interfering at all with the commission that can be paid. That is limited to twenty-five per cent.


Thomas Wakem Caldwell: I am not finding fault
with that, but I say it should be set forth in the summary as well as in the prospectus. We have provided that in the case of the prospectus, and here we are providing for a summary of the prospectus to be printed and issued to the public, and in that summary this very important point is left out. It is in the prospectus, I admit, but the company is allowed to substitute a summary of the prospectus for the whole prospectus, and this very important point does not appear in the summary.
Companies Act


Arthur Bliss Copp: The question of what shall
be in the prospectus is not interfered with by this amendment.


Henry Lumley Drayton: I was in difficulty in defining to myself what a special clause was. There might be a variety of ways in which one could well hold a clause to be special. It would be something upon which a good many people might differ.


Arthur Bliss Copp: Our only idea is to make the
act as workable as possible, as my hon. friend, of course, realizes. The deputy informs me that he thinks this provision will cover the case and protect both the company and the stockholder.


Henry Lumley Drayton: What is the
meaning of the word "special" in this section?


Arthur Bliss Copp: It has to do with the clause
relating to share warrant, preference shares or shares of that kind.


Henry Lumley Drayton: That would be a special clause then relating to the issue of stock?


Arthur Bliss Copp: It would have to do with
the transfer probably.


Henry Lumley Drayton: I think this is
a matter of sufficient importance to have an addition to this clause which will leave it in the hands of the department to issue regulations in connection with summaries under the section for the purpose of seeing that every one shall know what he is doing. I do not want to cumber up the legislation but it is certainly open to question what the word "special," there means. Anything which makes for the protection of the public cannot be condensed very well; it ought to form the subject of a special clause. I do not know anything more important than the point raised by my hon. friend from Victoria and Car-leton (Mr. Caldwell). Take the case of a mining company. If there is a commission of 25 per cent the purchaser of the stock in that company ought to know that the company is only getting 75 per cent on the dollar.


Arthur Bliss Copp: I am informed that every
suggestion my hon. friend makes will be provided for. The conditions will be set out in the charter.


Henry Lumley Drayton: If I recollect
rightly provision for the protection of the public is made in subsection 2 of section 8.


Thomas Andrew Low: The commissions paid for the
sale of shares must be set out in the prospectus.


Henry Lumley Drayton: In the case of
shares offered to the public for subscription the commissions paid must be disclosed in the prospectus under this bill. What we are now considering is another section altogether. I draw the attention of the minister to the section allowing the company to depart from the prospectus in their advertisement, allow-ir g them to give a resume of their general purposes and so on. I should like something added here to make it sure that the prospectus as advertised gives the public full notice that the capital is reduced by whatever commission is paid.


Joseph Tweed Shaw: This might be an appropriate time in view of the fact that we are discussing the protection of the public under this section, to draw the attention of the minister and hon. members generally to the situation with regard to the sale of shares so far as Dominion corporations are concerned. Everybody is familiar with the regulatory legislation passed by some four or five legislatures in Canada providing restrictions in connection with the sale of shares. May I be permitted to refer to the nature of that legislation. We have, for example, what is called the Sale of Shares Act in the province of Alberta passed in April 1916. Under this a company which proposes to sell its shares to the public must make application to the Board of Public Utility Commissioners, and these are some of the requirements which must be satisfied before the necessary certificate is given:
A company applying for permission to sell shares must satisfy the board as to the bona fides of the enterprise; that the company has a reasonable chance of success; and that the subscribers will have a fair run for their money.
In the case of a mining company the board requires a report by a competent engineer or, if a mere prospect, possibly a report by a geologist. The board may also require a report by an engineer or geologist of its own selection.
Promoters are frequently required to put up substantial financial assistance themselves. Promoters or vendors' stock must be put in escrow until the company proves its claim. Extravagant commissions are not allowed.
The minimum subscription upon which a company proceeds to allotment must be a substantial one. Experience has shown that many companies never obtain anything like sufficient to begin operations, and upon winding-up proceedings the proceeds of the stock subscribed are eaten up in costs, commissions, and other expenses.
Now, similar legislation has been enacted, in various provinces of Canada including the province of Ontario, where the legislation became effective some short time ago. So far as the Dominion is concerned there is no provision in the Federal Companies Act which is at all comparable with the legislation which I have indicated. The promoters of a company

Companies Act
need only seek incorporation, and then they have the right to sell their shares practically without any limitation. There are some minor limitations, but, as I suggest, nothing which at all compares with the restrictions imposed by the provincial acts. The next thing is that some of these provincial legislatures have sought to make the legislation they have passed applicable to Dominion companies. That was tried in the province of Saskatchewan where a case of this character arose: A company validly incorporated under this very act, amendments to which we are now considering, sold some of its shares to a resident of Saskatchewan. He was not able to pay in full so he gave a promissory note for the balance remaining unpaid. He did not pay the promissory note when it fell due, and the Dominion corporation consequently sued him. He defended the action on the ground that the Dominion corporation had not prior to the sale of the shares secured the necessary certificate from the local government board in Saskatchewan. The company replied that the Sale of Shares Act of Saskatchewan was ultra vires of the province so far as it attempted to interfere 'with the Dominion corporation. It was urged that the right to sell shares is an inherent right in a corporation, and consequently a corporation validly incorporated under the Dominion Companies Act has the inherent right to sell its shares without any restriction by provincial legislation. The case went to the Appeal court of Saskatchewan, and that court unanimously held that the Sale of Shares Act of Saskatchewan, so far as it purported to affect the selling of shares by a Dominion corporation, was absolutely invalid. The case was appealed to the Supreme Court of Canada, and judgment was given some months ago affirming the decision of the Appeal Court of Saskatchewan.


Richard Burpee Hanson: What was the case?


Joseph Tweed Shaw: The case before the Saskatchewan court was the Ruthenian Farmers Elevator Company vs. Lukey, with the Attorney General of Saskatchewan intervening, and the report will be found in volume 3 of the Weekly Western Law Reports (1923) at page 138. That is the situation, and the result is that when a company which is formed for a speculative enterprise or a questionable purpose, is unable, under the existing provincial legislation in some provinces, to sell its shares, all it needs to do is to come down to the Dominion government and seek incorporation; then it is permitted without restraint of any kind to sell its shares in any part of Canada. I think that is a highly undesirable state of affairs. Not only does it permit these speculative companies to so sell
their shares to the public, but, in addition to that, it largely nullifies the provincial legislation; because of course when such legislation is passed by the provincial government it becomes absolutely ineffective, for the reason that these companies immediately seek Dominion incorporation. I regret that the minister has not taken some steps to meet that situation and to provide some sort of organization or some regulation which will be comparable in its nature to the legislation I have indicated, and which is now in force in, I think, at least six provinces of the Dominion. I bring it to the attention of the minister because it is a matter of vital importance. It is important that in this respect the interests of the public should be protected. Some other hon. gentlemen are interested, I believe, in presenting some other phases of the matter for the consideration of the minister, but I bring to his consideration primarily the legal situation that exists; so that he may if he deems it advisable, take the necessaiy steps to provide a remedy, either by incorporating the necessary legislation in the Dominion Companies Act, or perhaps by giving power to the provincial governments to control the sale of shares by Dominion corporations.


Richard Burpee Hanson: This very same question
has recently been the subject of a judicial decision in the province of New Brunswick, and arose directly under the provincial legislation in that province providing for the issue of certificates by the Public Utilities Commission before stock could be legitimately sold. The promoter of the company was fined in the police court in St. John, and the conviction was taken up, by way of certiorari, to the Court of Appeal and quashed on the very ground stated by the hon. member for West Calgary (Mr. Shaw). That is now the law of the province of New Brunswick, and the provincial act is practically rendered worthless. The provincial legislation which sought, as everybody is aware, to control the sale of wildcat shares, has been thereby rendered more or less of a dead letter, because corporations of this character immediately become incorporated under a Dominion charter and place the provincial laws at defiance. I think the time is opportune to have an expression of opinion as to the policy of the government on this so-called blue sky legislation, and I would invite the minister to make a statement to the House and the country on this point.


Arthur Bliss Copp: This matter has been under
consideration, and is being considered now by the departmental officials, and I have a very long and voluminous opinion here con-
Companies Act

taming some fifteen pages in regard to the matter; but we thought the investigation had not been carried sufficiently far to come to a conclusion as to whether or not legislation should be brought down at the moment. I can say to my hon. friends we have before us the legislation of the province of New Brunswick which has been referred to by the hon. member for York-Sunbury ''Mr. Hanson). We have my hon. friend's statement that a conviction1 made under the act has been quashed by the Appeal court which renders the provincial law practically a dead letter. But nothing definite has been decided by the department in regard to it. The same thing, I presume, is true with reference to the western provinces. I have before me copy of a letter from the Attorney General of Saskatchewan in the case referred to by my hon. friend for West Calgary (Mr. Shaw); but inasmuch as this matter is not touched by the amendment being proposed1 at the present time, I suggest to my hon. friend that a little more time should be given to the study of the question, and if any legislation can be brought down to the House amending the Companies Act, or new legislation introduced, I think we should take a little more time and give the matter a little more thought; so that we can introduce something that may be more acceptable than we would be able to do with the study we have been able to give to the matter at the present time. I would not like to say to the committee just what legislation should be brought down with regard to it, but the officers and legal officials of the department have given a great deal of thought to the matter. They are still studying the question, and are communicating with the attorneys general of the different provinces in regard to it.


Richard Burpee Hanson: That is to say, the minister and his department have not any opinion on the subject. That is about what his statement amounts to. This matter has been before the public for quite a number of years, as stated by the hon. member for West Calgary (Mr. Shaw). It is a matter of legislation in five or six different provinces and while the province of Ontario prepared1 an act, I believe it was never legislated upon by the Drury government; at any rate it was never proclaimed in Ontario. In New Brunswick the act is on the statute book and may be brought into effect by proclamation.


Joseph Tweed Shaw: Did the present Ferguson
government not pass an act called An Act respecting the Sale of Securities?


Richard Burpee Hanson: My hon. friend may be
right. My recollection was that the so-called blue sky law of Ontario was the product of the brain of ex-Attorney General Raney, of unhappy memory, and that it had never been proclaimed.


Joseph Tweed Shaw: The bill is No. 218 of the
Ontario legislature, and is called The Sale of Securities Act, 1924.


Richard Burpee Hanson: My information is that
it was not passed, but I speak subject to correction. I think it is of sufficient importance to have an expression of opinion from the department, if it has an opinion. If the minister is not prepared to go any further than to say that the department is studying the question, we wall have, to be content with that for the present, but the matter is of very great importance, and I know that there are two schools of thought in connection with the matter. I have not much sympathy with a lot of paternal legislation that is on the statute books at the moment. I think we have altogether too much of it, At the same time there is a great deal to be said in favour of such legislation.


Mr. GOOD:: It seems to me this is a
matter of very great importance, and I should like some declaration from the minister as to his intentions next year, if not this year.
He says that 'his department is
9 p.m. studying the matter. Well, I can quite understand the desirability of considering the details, but surely it wo-uld be easy enough to make some statement as to the general intention, as to whether or not they consider legislation in this direction desirable. Surely the House is entitled to some declaration in this matter; and I hope the declaration will be favourable, because it is a scandalous thing that companies should be able to evade the intention and effect of provincial legislation by incorporating under Dominion charters. I hope the minister can give the House some assurance that this matter will be dealt with in the right way at the earliest possible date.


Arthur Bliss Copp: I can assure my hon. friend
that, so far as the department is concerned, when the matter is dealt with it will be dealt with in the right way, if the right way can be found. But I regret I am not an a position to make any definite statement to-night. The department is in communication with the attorneys general of the different provinces and we shall be delighted to co-operate in every way possible with a view to devising some legislation that will be satisfactory both

Companies Act
to the provinces and to hhie Dominion,. The matter has been more particularly brought to the attention of the department by reason of the recent cases to Which 'hon. gentlemen have referred. The law officers are giving the subject their best consideration, and I trust that before long we shall see our way clear to introduce legislation, that will fully meet the situation, providing protection to all parties concerned, both the companies and prospective shareholders. As my hon. friend (Mr. Hanson) has rightly said, there are two schools of thought, and the matter is of sufficient importance to call for the utmost consideration.


Joseph Tweed Shaw: To which school of thought
does the minister adhere?


Arthur Bliss Copp: I am not expressing a personal
opinion.


Lewis Herbert Martell: I gather from the
minister that this section is copied from the British act; and there is a similar section in the statutes of Ontario relating to companies. There is also a section very much to the same effect in the Companies Act of Nova Scotia. I agree with the hon. gentleman (Mr. Hanson) that there are two schools of thought, and he says that he has very little sympathy with much of paternalistic legislation. The hon. gentleman and I cannot always concur on matters of political dogma, but when it comes to a question of this kind I am heart and soul with him. I do not believe that there is any country whose laws are better fitted, as a model after which we can frame our own so that they may be acceptable to our people, than are the laws of England. We in the province olf Nova ISteotia 'claim that our general laws have been moulded on those of the Old Country; and after that, if we have no particular law of our own regarding some special matter, we sometimes seek advice from Ontario. But we do not always do that; my hon. friend from West Toronto (Mr. Hocken) and I would not always agree in that respdct. In the interpretation of statutes it is well to have precedents to guide us and if we have this section drafted after the British and Ontario sections, should a case come up under it we can consult our precedents as found in English and Ontario decisions. So that we will have a continuous system of law coming down to us. But if we are going to follow those people whose heads are up in the clouds and who are constantly looking for something to reform we shall never have any stability in the jurisprudence of the country. It is all very well to say that we should have blue
sky laws; but does not the act itself go as far as men should go? Are we not going to leave something to the intelligence of the people? We do not want parliament or the government to be a sort of godfather or godmother to every citizen in the country; we should give some of the people at least credit for having a little common sense and business acumen. And this very often is not displayed by a great number of those people who want legislation to meet every possible phase of any question that might arise. They seem to be afraid of the lawyers; but I notice that when matters come up in the House of Commons the lawyers have very little to say from the legal standpoint; we usually find lay lawyers giving advice on these points. My hon. friend from Victoria and Carleton (Mr. Caldwell) laughs, but there is no man who is as much a self-constituted philosopher and legal luminary as is the hon. gentleman, who speaks on everything under God's heaven. I am a humble member of the bar of Nova Scotia and I am going to say that the barristers of that province can hold their own with the lawyers of any other part of the country. I should have very little conceit in the ability of my fellow practitioners from that province if I did not say that. I am sick and tired of hearing people dictating to us on questions of legal interpretation and trying to tell the House what the law of the country on this and that subject ought to be, when they know absolutely nothing about it.
There are laws for the incorporation of companies in this country and there are divers kinds of corporations or incorporations. My hon. friend from South Simcoe (Mr. Boys) could tell us the nature of ecclesiastical corporations because I understand he is the chancellor of the Anglican diocese of Algoma.


William Alves Boys: I should be delighted to accept that compliment if I were entitled to it, but I do not want the House to have the impression which my hon. friend conveys. The hon. gentleman is thinking of a former member of the House, Mr. A. C. Boyce, then representing Algoma, and now on the Board of Railway Commissioners.


Lewis Herbert Martell: Well, I know there are various corporations and I thought that probably the hon. gentleman could tell us what ecclesiastical corporations were. There are different ways in which corporations can be brought in esse in this country; you can constitute them by act of parliament or by royal charter, and you can also have an incorporation under the Companies Act. The latter
Companies Act

is usually brought about by what is termed a memorandum of association, which sets out what are to be the powers of the company; and there are also articles of association setting out rules for the internal government of the company. Under this bill we are declaring what shall be set out in the memorandum of association and in the so-called prospectus; certain clauses are to state what the commission for selling shares shall be and what the prospectus shall disclose. But apart from what may be put into a statute regarding the prospectus there is also the common law. Every lawyer in the House is familiar with the case of Derry vs Peek. Under the common law, if' a man makes a fraudulent representation in the prospectus as to a matter of fact and is guilty of deceit or fraud there is a common law action against him in consequence. There is also action against the directors of a company if they do not act intra vires of the memorandum or charter of the company. These things are only fair. In this case the company in a certain prospectus offers shares and the people know what the prospectus states and what the memorandum of association contains; thus they know the powers of the company. If people are selling shares by making statements contrary to the authorized prospectus or are guilty of fraudulent representations of fact, they are liable under this bill; and there also lies action under the common law.
Surely in the name of everything that is fair we should leave something to the individual who wants to invest. Do not come here and circumscribe business with so many restrictions that people will not be inclined to invest at all. A good many members in this House seem to think that after they have taken the so-called gambler's chance the country should prosecute company promotel's simply because these gentlemen who invested of their own volition did not exercise good business ability. For heaven's sake do not surround business with too many restrictions. It is only fair that men should have complete freedom in their business transactions so long as they do not break the criminal law or infringe upon the common or statutory law rights of others. I claim that my hon. friend in introducing these amendments has adopted the principles of the British Companies Act, which are also to be found in the Ontario Companies Act-and Ontario is only second to Nova Scotia in matters of jurisprudence; you all know that and surely we as legislators should be prepared to follow British precedents, because we acknowledge that Great Britain has the fairest and most, equitable administration of 
justice of any country in the world, that there justice is always swift and impartial to poor as well as to rich. This being so, why should we, because owing to what I might describe as the fruits of the overheated brains of some people in this country, a new system has arisen-why should we, I say, think that we have a God-given right to disrupt the whole system of British jurisprudence on which our laws are founded? If we follow what has been been found to be sufficiently good in England in matters of law administration, I am quite confident that the people of this country will be well satisfied, because they will then know that their rights are protected and left equitably inviolate and that rich and poor alike, will enjoy liberty, equality and justice.


Hugh Guthrie: Mr. Chairman, I congratulate the hon. member for Hants (Mr. Martell) on his very able speech on the subject of the incorporation of companies, whether under provincial or federal jurisdiction. This is a matter of very grave concern to the business interests of the Dominion and to the people in general, and I sympathize very much with the minister in his desire not to express a very definite opinion on this very important question either in his own behalf or in the behalf of the government. We must realize that the parliament of Canada has inherent jurisdiction over the incorporation of companies, and I trust the day will never come when this" parliament will surrender that jurisdiction to any province; on the contrary, I hope that at all times it will conserve that right which was given to it when the constitutional act was passed for the confederation of the Dominion. Were we to follow the suggestion of my hon. friend from West Calgary (Mr. Shaw) and adopt the varying views of the provinces, we would sap that federal jurisdiction to its very foundation.


Joseph Tweed Shaw: Does my hon. friend imagine that I suggested that the right of incorporation which e'xists in the Dominion government by reason of the Act of Confederation should be handed over entirely to the provinces?


Hugh Guthrie: No, I do not think my
hon. friend suggested that; but, as I understood him, his suggestion was that the right which we have should be circumscribed to fit in with the desires of the various provincial legislatures, and I think I am right in saying that in no two instances have the provinces passed the same legislation in regard to what is known as their blue sky laws. It is an accepted doctrine that, within their sphere the

Companies Act
provincial legislatures have the right to incorporate companies, and it is well known that they have gone beyond their powers in that respect; but so far as they have acted within their powers no objection can be taken. When, however, they seek to affect jurisdiction here to meet conditions in their own provinces and not generally applicable throughout Canada, then I submit they do seek to limit the jurisdiction and the authority of this parliament. I was under the impression that the Ontario legislature, while it had passed a blue sky law, had never yet brought it into force. My hon. friend from West Calgary mentioned that a law in respect of the sale of securities was passed by that legislature last session. I was not aware of it, although I remember seeing something in the newspapers that a bill for the purpose was introduced. But I accept my hon. friend's statement.


Joseph Tweed Shaw: Might I say to my hon. friend, because I do not want to have any misapprehension on the point, that I observe in this particular act, which I am informed was passed lay the Ontario legislature last session, that it is to come into force on a date to be named by proclamation of the Lieutenant Governor in Council. So it may be as the hon. member suggests, not yet in effect.


Hugh Guthrie: Yes, perhaps it has not
yet been proclaimed. But the point I desire to impress on the minister is that this is a jurisdiction in respect of the incorporation of companies which this parliament must maintain; it is our duty to do so. We are not to be influenced by the whims of any government in any province. We must at all times be in a position to legislate for the benefit of the whole Dominion in matters which the British North America Act recognizes to be for the general advantage of Canada. That is an inherent duty on the part of this parliament, and I trust no government will ever surrender the right. New Brunswick has a law respecting the sale of securities in that province; another law exists in Saskatchewan; another in Alberta; another, I think, in Manitoba. Are we to be asked to frame a measure under our Dominion jurisdiction to meet all the requirements of these various provincial laws? Why the question has only to be stated to be denied. I submit it is not practicable, and I think if the government and the minister and the deputy minister,-whose familiarity with this question is far greater than that of any member in this House-if they devote themselves to framing a law which will be applicable to the whole Dominion on broad general principles such as we have always enjoyed, with
such reasonable safeguards as may be properly employed, then that is the extreme length to which this parliament should go in matters pertaining to the incorporation of companies.
I do not know that I have any very strong opinion with regard to paternalism, although I do believe that at the present time we are going to the very limit in that respect. But whether it is paternalism or not I do think there is wisdom shown in that which is offered to the public by the requirements of the proposed bill.


James Shaver Woodsworth: The hon. member
(Mr. Martell) is very much afraid of the result of overheated imagination, but it is rather strange that down in Nova Scotia they have actually passed blue sky legislation, also in New Brunswick, Quebec-


Lewis Herbert Martell: Tell us what the Nova
Scotia Act is and its effect.


James Shaver Woodsworth: -Ontario, Manitoba, Saskatchewan and Alberta. Whatever may be the details of the acts in these provinces or however much they may differ, evidently the people there recognize the necessity of guarding the interests of the public. I take it that the hon. member (Mr. Shaw) was not urging that this Dominion should adopt exactly the clauses of these provincial acts but rather we should recognize that as the needs of the case have driven the provinces to legislate along this line, so the same needs should lead us to take action adequately to safeguard the interests of the people. I do not intend to speak with regard to the protection of the public from wildcat legislation, although I could instance some cases in my own province of Manitoba where I think many people are glad that they were saved from some schemes that were advanced a few years ago. I think particularly of one that was brought down from the city of Calgary, the home of my hon. friend (Mr. Shaw). Another very important problem closely related to this matter is the protection of the public from the mergers that are taking place, in the course of which the companies are being greatly over-capitalized. In the Farmer's Sun of October 15, 1921, there was published a study of some of the mergers that had taken place a few years ago, chiefly from 1905 to 1912, the period during which we had a very large number of consolidations in Canada. I quote:
Capital of the 200 companies before being
merged	$115,442,000
Capital issued after being merged into 40
companies	 227,197,000
Capital authorized, and which may yet be
issued	 330,000,000

Companies Act

Already there has been put in equal quantities of "watered" stock and actual capital, and authority is given the companies to issue twice as much watered stock as actual money paid in. This is one of the most fruitful causes of the high cost of living. Every manufactured article is more or less affected by these mergers and the stock watering.
The public in my section of the country, whatever may be true of other parts of Canada, have awakened to the evils arising from this kind of thing. In the Grain Growers' Guide of November 16, 1921, there was a study based upon some articles that had appeared in the Monetary Times, which must be familiar to many in this House, showing the mergers which have taken place in the case of a number of leading corporations. I would hke to ask permission to read a few of these as illustrating this particular point:
Capital
No. of Authorized Capital of Com- to be Companies panies issued -by Name of Merger Absorbed Absorbed Merger Amalgamated Asbestos
Corpn	$ 3,550,000	5	$ 25,000,000Ames-Holden McCready Ltd	3,500,000	2	11,500,000Belding Puul Corticelli Ltd	805,000	3	3,500,000Canada Bolt & Nut Co.	935,000	5	3,500,000Canada Cement Co.. ..	17,750,000	11	38,000,000Canada Bread Co	575,000	5	5,000,000Canada Car & Foundry Co	11,200,000	4	20,000,000Canada Consolidated Felt Co	340,000	3	2,500,000Carriage Factories Ltd..	900,000	4	5,000,000Dominion Glass Co.. ..	1,400,000	3	11,000,000Dominion Manufacturers Ltd	1.475,000	5	3,550,000National Breweries.. ..	4,475,000	11	12,500,000Ontario Steel Products..	600,000	3	2,100,000Dominion Canners.. ..	1,324,000	21	12,500,000Sherwin Williams Co..	2,500,000	3	12.000,000Standard Chemical Iron & Lumber Co	2,400,000	3	4,000,000Steel Co. of Canada..	9,969,500	4	35,000,000$63,788,500	$206,650,000Note.-The increase in	capital values	of	above companies authorized under the Companies Act is $142,801,500 or 824 per cent.
I think it is recognized by all that undoubtedly over-capitalization increases the cost of commodities. The companies are of course, anxious to make their dividends on these high figures, figures that have no relationship to the amount of capital really put into the concern. I would like to point out also a hardship that is frequently worked upon the industrial population. Not only do the workers, as consumers, carry a heavy load in the enhanced cost of commodities, but they also frequently carry an additional burden in decreased wages. Many of these companies state they cannot afford to pay higher wages 
,and at the same time pay dividends. The following figures are interesting in this connection. They are taken from the Labour Gazette for May, 1924, pages 404 to 406:
Number of Employees and Wages Paid in Various Industries in Canada
Average
Number of	Amount	Yearly Wage forEmployees	of Wages,	eachName of Industry	1922	1922	EmployeeCotton textile	19,941	$14,635,249	$739Cotton yarns & cloth	18,504	12,529,766	677Cotton thread	659	514,747	750Boot & shoe	11,968	10,237,400	855Macaroni & vermicelli	140	85,549	611Cocoa & chocolate.. .	541	465,850	861Mens furnishings.. .	4,781	2,699,525	565Or yearly average for all employees engaged.	$5,058In seven industries..	$722
This living allowance of ($722) must be compared with the necessary living allowance of $1,783.60 for a family of five (See pages 431 and 433 Labour Gazette, May, 1024).
It is not my intention, Mr. Chairman, to detain the committee with pointing the moral contained in these figures. I think we all recognize that the public ought to be safeguarded in some way against what might properly be called, irresponsible companies, companies that are not in any sense under existing regulations directly responsible to the people. These companies have very considerable power in their hands. They may make representations to the department, and so far as I can gather these representations are taken at their face value. There is no way, apparently in which the general public may be protected from-what shall I say?-the extortions of these companies. I think the member for Hants stated that we ought to be protected merely from deceit or fraud. I do not claim that from the strictly legal standpoint as the law now is on the statute books these companies are always guilty of deceit or fraud, but I do urge that if we consider the question from a higher aspect, we must admit that the companies have no moral right to charge prices for commodities that are not based on actual capital .invested. We must realize that people all over this country are recognizing that there must be a change. We are told, and my friends in the Farmers' group are told, again and again that the cost of living is high on account of the high wages. I submit that high wages are only one factor, and not the most important factor, in the cost of living to-day.


Mr. GARLAND (Bow River):: 
Mr. FOURNIER:: Are you sure your
professor is right?


Edward Joseph Garland: I am quoting these figures from the Labour Gazette, not from the professor. Now let me impress upon the House this conclusion that we come to after studying these figures. We are returning to labour only 20 per cent of its average production. The percentage varies slightly in different countries; in the United States it is somewhat higher than in Canada at the moment. But, and this is my point, as long as you return to the producer of values only 20 per cent of those values how can they have consumptive power? The result must be stagnation. These things must be taken into account.
In conclusion let me submit, it is advisable that this government, and the minister particularly concerned, should take steps to stop this over-capitalization, and to protect the public from wildcat schemes. I would submit that a sworn statement should be demanded from incorporated companies showing the actual value of all tangible assets, and also an estimate of the value of all intangible assets, this sworn statement to be signed by an auditor. That would give the public some protection. We might then prohibit the giving of common stock as a bonus to the purchasers of bonds or preferred stock. I cannot for my life understand what justification there is for permitting companies to issue bonuses to those who will buy bonds or preferred stock. It looks very much like the giving of a prize, or something of that nature, with every pound of tea. Again why not insist that all common stock be sold at par and be fully paid up. I think that if these ideas were carried out they would form exceedingly valuable additions to the present legislation. An exception might be made in the case of highly speculative development industries such as mining, because enterprises of this character are required in the development of the country. But even in these cases supervision should be exercised by the department, and there should be a close examination undertaken by government officials before they were given the right to sell stock below par under any conditions. In the issue of the Monetary Times from which I have already quoted there are certain further recommendations which I desire to place on record.
1.	More information than hitherto afforded as to the past history and actual earnings of companies absorbed, must be given in the prospectus.
2.	The investor must know what was paid for the properties acquired by the consolidated company, and whether the consideration was cash, stock, bonds, or all three.

3.	Greater discretion and conservatism must be used in estimating the economies likely to accrue from amalgamation.
4.	Capitalization must be based upon the cost of acquiring properties, real assets, a reasonable amount for future development, and legitimate profits to promoters.
5.	Capitalization should be such as to enable the predicted dividends to be paid even in times of moderate trade depression.
And watering stock must be prohibited.


[Stage Direction]
Section agreed to.
On section 18-By-laws to be sanctioned.
Arthur Bliss Copp: There is the same provision
here for a two-third vote.


[Stage Direction]
Section agreed to.
On section 19-By-law to be approved and confirmed.
Arthur Bliss Copp: There is a change needed
here. In the nineteenth line "shares represented" should be "votes cast." It is a mistake in printing.


[Stage Direction]
Amendment agreed to.
Section as amended agreed to.
On section 24-By-laws for increase or decrease of number.
Arthur Bliss Copp: There is a slight change here.
In line forty-five the word "in" should be changed to the word "the."


[Stage Direction]
Amendment agreed to.
Section as amended agreed to.
Arthur Bliss Copp: I want to add another section to the bill as section 29. It is to make a verbal change in the amendment made last year. The first line of subsection 2 of section 2 of the act of last year reads as follows:
Nothing in this section shall prevent a company-
I want to change the word "section" to the word "act." It will then read:
Nothing in this act-
And so forth.


Joseph Tweed Shaw: Shall prevent the company
from what? We have not the reference here?


Arthur Bliss Copp: I will read the first part of
last year's section:
Section seventy of the principal act is amended by adding thereto the following subsection:
(2) Nothing in this section shall prevent a company incorporated for the chief object of mining from declaring or paying dividends out of its funds derived from the operations of the company, notwithstanding that the value of the net assets of the company may be thereby reduced to less than the par value of the issued capital stock of the company-

Supply-Trade and Commerce
And so on. It applies to mining companies and the word "section" was used instead of the word "act."


[Stage Direction]
Amendment agreed to.
Section as amended agreed to.
Bill reported.

[Stage Direction]
The House in committee of Supply Mr. Marcil (Bonaventure) in the chair.
Inspection and Sales Act, administration of, $3,000.
Thomas Andrew Low: This is to provide for the administration of the Inspections and Sales Act.
The expenses provided for are:
E. Cote, inspector	of hides, Quebec	 $1,620
Expenses	 750
Expenses, W. D. McDermid, supervisor of binder twine	 630
No salary is paid Mr. McDermid under this vote. He combines the duty of supervisor of binder twine, manufacture and sales, with his duties as supervisor of crude petroleum bounties, for which his salary is $1,500.


Henry Lumley Drayton: Is this the Inspection and Sales Act as to binder twine?


Thomas Andrew Low: This covers inspection and sale of binder twine, hides, hay and1 straw, pot and pearl ashes. There are two hide inspectors, one at Quebec and one at Montreal. There is an inspector of fish oil, C. W. Thompson, St. John, who receives expenses of about $42. Then there is E. Horsnell, Montreal, $135. Then on hay and straw, R. Macgillivray, Alberta, $164.05, W. J. McNeill, Toronto, $842, and Nelson Bickerdike, Montreal $1,600.


Thomas Wakem Caldwell: We are interested in
the names of the men but what does the inspection of hides consist of? Why does the government have a man inspecting hides? What is the idea?


Thomas Andrew Low: I think it is more for the
protection of the farmer than anybody else, to ascertain the quality of the hides, and to see that they are properly cured. I fancy it would be more in the interests of the farmer.


Thomas Wakem Caldwell: The farmer is selling
hides, not buying them.


Thomas Andrew Low: Yes, but if they are not properly cured or packed, it may react on the sale of Canadian hides.


Edward Joseph Garland: Is that
paternal legislation?


Thomas Wakem Caldwell: Is there any supervision to see that the farmer gets a living wage or price for the hides? I will give an example of what I saw happen within the last two years. A farmer brought a hide into town and sold it. The hide weighed fifty pounds, and he got a cent a pound for it. The buyer was in the harness business and the farmer said, " I do not want the money, I want a hame strap." The harness man said to him, " All right, the price of the strap is seventy-five cents; you will owe me twenty-five cents." And the man gave the cow hide and1 twenty-five cents for a hame strap. I do not know how many hame straps a cow hide would make, but the labour in making these straps is not very great. It is simply a buckle riveted on one end of the strap. I am anxious to see that this inspection should extend to something in the shape of equity in the dealing in hides as well as in the curing of them.


Mr. JELLIFF:: What is the nature of the
inspection of binder twine? Is it the length or weight or quality?


Thomas Andrew Low: We have an inspector who
travels round to the factories to see that the binder twine is made of the proper quality, and I think that work is in the interest of the agriculturist.


Richard Burpee Hanson: How many binder twine
factories are there in Canada?


Thomas Andrew Low: I think there is only one.


Richard Burpee Hanson: How many twenty years
ago?


Thomas Andrew Low: I do not know.


Mr. COOTE:: Does the inspection and
grading of hay come under this vote?


Thomas Andrew Low: Yes. I am now negotiating
with the Department of Agriculture, because I think that the inspection of hay and straw should properly come under that department, and for that reason I made the suggestion to the Minister of Agriculture.


George Gibson Coote: Will the minister give me
some assurance that this transfer will be made as promptly as possible, if it is to be made; because there are a number of men in western Canada who are anxious to have something done in regard to changes in the grading of hay, and I know that this cannot be accomplished until the transfer is made. I would like to have an assurance that this transfer will be arranged as promptly as possible.



Supply-Trade and Commerce


Thomas Andrew Low: As far as the Department of
Trade and Commerce is concerned, it will be transferred; 'wit I represent only one department. I have discussed the matter with the Minister of Agriculture, and he is quite willing to take it over-I think I can safely assure my hon. friend that it will be transferred. Of course that matter will be settled by order in council.


Thomas Wakem Caldwell: Do I understand that
the inspectors under this vote grade hay, or set the grades of hay in any part of Canada? I know they do not in the province from which I come, but I think there is a provision under this vote that men who press hay into bales must put a tag on the bales and put their name on the tag; so that if there is any shortage in weight they can trace it to the man who pressed the hay and weighed it. In our province I understand that is the only function of our inspectors.


Thomas Andrew Low: Would the hon. member suggest that the item be struck out?


Thomas Wakem Caldwell: No, I think it is a
very necessary thing. Do the inspectors under this department set the grades of hay? I do not think they do.


Mr. PRITCHARD:: I think this matter
comes under the Department of Trade and Commerce. Has it something to
10	p.m. do with the hides which come in free of duty? Is there not some inspection in connection with that? How does the dumping clause apply in that respect?


Thomas Andrew Low: The hide inspector has to pass on that.


John Pritchard: How are they valued? The same as binder twine?


Thomas Andrew Low: The home market price is
usually taken as the standard of value.


Henry Lumley Drayton: Could the minister amplify that explanation, by telling us how the dumping act can come into operation in connection with the importation of free hides?


Thomas Andrew Low: If hides are on the free list,
the dumping act would not apply to them.


Henry Lumley Drayton: I would have
thought so.


George Gibson Coote: Does the minister assure the committee that the dumping clause does not apply to goods on the free list?


Thomas Andrew Low: I do not see how any dumping clause could apply to anything on the free list.


George Gibson Coote: The minister should read
the act.


[Stage Direction]
Item agreed to.
International Customs Tariffs Bureau, $1,800.
Mr. SPENCER:: What is the reason for the decrease?


Thomas Andrew Low: This item is reduced by $662.
The amount voted for a number of years was $662, $600 being the annual amount payable for Canada under the agreement, plus $62 contributed towards a superannuation fund for the benefit of officials of the bureau. The government of Belgium, through its Consul General at Ottawa, reported to the government of Canada a marked increase in the expenditure of the bureau and requested that Canada, along with other countries, should increase its normal allowance by four times the pre-war rate in order that the work of the bureau might be performed with complete accuracy and expedition and that full satisfaction should be given to the various states which are parties to the agreement. The Canadian government was later advised by the Acting Consul General for Belgium at Ottawa that after the estimates for 1923-24 have been passed by parliament steps will be taken to cut down the expenses of the bureau. This makes it possible to reduce the amount of the contribution from each of the different countries for the year 1923, from four times to three times the pre-war figures.


Thomas Wakem Caldwell: Where is the bureau
situated and what benefit has Canada derived from it?


Thomas Andrew Low: I believe it is located in Brussels, Belgium.


Thomas Wakem Caldwell: I suppose the purpose
is to obtain readily the tariffs of the various countries that belong to the association.


Thomas Andrew Low: Yes, that is the idea.


[Stage Direction]
Item agreed to.
Printing of parliamentary and departmental publications, $90,000.
Henry Lumley Drayton: I am glad that the minister is making an attempt to get rid of this item; I see there is a reduction. This is an item to which we have frequently drawn attention, and I have often commented on the multiplicity of governmental publications. I would direct the minister's attention to vote No. 39 which provides for general printing, printing paper, binding and so forth. I can understand that provision should be made for departmental publications, but why should

Supply-Trade and Commerce
the Department of Trade and Commerce have anything to do with taking care of those publications? Perhaps a further reduction might be advisable, as this seems to be another instance of overlapping.


Thomas Andrew Low: I have been eliminating a number of publications, as I said a few nights ago, and I have succeeded in reducing this item alone by $60,000.


Henry Lumley Drayton: I have given the minister credit for that.


Thomas Andrew Low: There is a great deal in what
the ex-Minister of Finance says, and no doubt, there is duplication in many quarters which I should like to eliminate.


Richard Burpee Hanson: How many different publications were put out by the department in the last year?


Thomas Andrew Low: I do not know the exact number.


Richard Burpee Hanson: Which ones were cut out?


Thomas Andrew Low: From the Bureau of Statistics
we have eliminated twenty different publications.


Thomas Wakem Caldwell: Where is the printing
done?


Thomas Andrew Low: It is done at the Printing
Bureau.


Thomas Wakem Caldwell: Does the Printing
Bureau do all the government printing?


Thomas Andrew Low: Yes, unless there happens to
be some special rush. .


Thomas Wakem Caldwell: Possibly the recommendation I made regarding the Bureau of Statistics might apply to the printing of governmental documents as well. I think there is a considerable duplication and I am giad that the minister is taking steps to reduce this item. I look forward to his being able to amalgamate all the printing under one head.


Henry Lumley Drayton: How much was
actually spent last year?


Thomas Andrew Low: We spent $165,946.


Henry Lumley Drayton: Was it all
spent?


Thomas Andrew Low: Yes.


Thomas Wakem Caldwell: How was the other $15,000 provided for?


Thomas Andrew Low: Probably by a supplementary
estimate.
22H


Alexandre Joseph Doucet: The hon. member for
Brome (Mr. McMaster) is continually complaining about the nuisance of whispered conversations between hon. gentlemen, and we are being treated to this sort of thing to-night; a conversation has been going on between the hon. member for Victoria and Carleton (Mr. Caldwell) and the minister, which it has been impossible for us in this section of the House to hear. However, I rise to ask the minister whether the printing of the Commercial Intelligence Journal comes under this vote. If it does, what steps have been taken to have the printing of the French version done simultaneously with that of the English version? It is notorious that during the past year the I'rench copies reached the commercial interests of the Dominion who use the French language between six and eight weeks after the English version had reached the commercial men who subscribe to it. I do not think that should have existed but in fairness to the minister I must add that to-day the French version is printed about the same time or only a few days later than the English version and for this improvement I am sure our commercial interests using the French language will be gratified. But I would remind the minister that during the last twelve months the French version has not contained all the subject matters printed in the English section the shortage ordinarily running from eighteen to twenty-four pages. For instance, in the issue of May 31 last such questions as -British Trade Commissioners in Canada- Record Mineral Output for 1923 in New South Wales-Export of Rabbit Skins-Reported Find of Valuable Mica Deposits-Import of Motor Cars into Australia-Fruit Shipments to South Africa-Business and Financial Conditions in Belgium-Trade Improvements in Costa Rica-Parcel Post Shipments to British Honduras-Business Conditions in Sweden-were not translated and reprinted in the French section. In the issue of June 7 last I find that-Economic Conditions in Jamaica.-Indian Tariff Board Recommends Protection in Steel-Foreign Trade of the United States-Import Conditions in Netherlands East Indies-Barbadoes Customs Duties Surtax Required-Tanning Industry in Chile-were not translated and reprinted in the French version. Coming to the issue of June 14 last I find that-The Royal Agricultural Society's Annual Show at Sydney, Australia-The Oil Question in Australia-Recent Business Conditions in South Africa-Production of Sugar in Japan-Market for British Columbia Apples in Belgium-The New Rus-

Supply-Trade and Commerce
sian Customs Tariff-were not translated and reprinted in the French section. If these items are worth publishing for the benefit of the commercial interests of this Dominion, I submit that those who subscribe only to the French version, or to the Bulletin des Renseignements Commerciaux, should receive a full translation of the English version, for I submit, and I think the committee will agree with me, that what is worth doing at all is worth doing well. If approximately only half of the English version is to be republished in French, we might as well discard the whole publication. I believe, Sir, after the fairness and promptitude which the present minister displayed when he assumed office, in expediting the publishing of the French part of the Commercial Intelligence Journal, that my reminder will be sufficient and that he will take proper means to bring to the immediate attention of those in authority the necessity of issuing a complete French translation of the journal.


Thomas Andrew Low: I agree with my hon. friend
that the French editiom of the Commercial Intelligence Journal should be published at the same time as the English version. We were handicapped last year by reason of an insufficient appropriation for this purpose. As my hon. friend knows, the publication of the French version costs considerably more than the English, and our vote being too small our staff was reduced, resulting in the delay complained of. The whole question of publication has been referred to a committee of which Mr. Speaker is the chairman, and I hope something will be done to consolidate many of the publications upon the same, subject which are at present issued from various departments. As I said before, this vote is reduced by about $60,000. Next year I hope we may be able to reduce it still further without affecting the efficiency of the service.


Arthur Meighen: Will the minister tell
us what documents he is ceasing to print in order to effect this reduction?


Thomas Andrew Low: In the Bureau of Statistics
there are about twenty publications which we feel might well be dispensed with. I have not the list at hand to-night, but I shall be very pleased to place it on the Table at any time.


Arthur Meighen: How long have these
publications been printed that are being cut out?
[Mr. Doucet.J


Thomas Andrew Low: Some of them a year, others
two years, four years, five years. It was a matter of deciding whether the utility of these pamphlets warranted the expenditure on their publication.


Arthur Meighen: The government's course
has been somewhat variable on this question. The first time any item appeared corresponding to this item of printing and stationery for the Trade and Commerce department was in 1922, the amount voted then being $125,-
000.	This government then increased the vote to $145,000. Next year they increased it to $200,000.


Thomas Andrew Low: That increase was something
over which the government had no control. As my right hon. friend knows, the census publications in 1920-21 accounted for a large portion of the increase.


Arthur Meighen: That is the whole point.
It is because we are through with the census that the diminution is made. The item, had to be put in in 1921 for the 1922 census publications, and then as the census proceeded the vote had to be increased. Of course now the vote for census publications is not necessary. That is the real explanation for the decrease.


[Stage Direction]
Item agreed to.
Weights and Measures inspection, including International Bureau of Weights and Measures, $300,000.
Thomas Wakem Caldwell: What was the revenue and the expenditure for the past year in connection with this service?


Thomas Andrew Low: The total revenue for the year ended January 31, 1924, was $260,868.40 and the expenditure $248,082.69, without bonus, leaving a surplus of $12,785.71. The vote shows a decrease of $10,000 but there is an actual decrease of $27,000, because the advances in the civil service re-classification amount to about $17,000. Adding that to the decrease we have an actual reduction of about $27,000.


Thomas Wakem Caldwell: I do not follow my
hon. friend's reasoning. He may mean that the expenditure outside the salaries has decreased $27,000, but in fact the total expenditure last year was not as much as he is voting this year.


Thomas Andrew Low: This is the first time that there has been a surplus. In 1919-20 there was a deficit of $77,378, and there were deficits in succeeding years as follows: 1920-21, $1,037.73;
1921-22, $14,028; in 1922-23, $1,596.21.

Supply-Trade and Commerce


Richard Burpee Hanson: How many inspectors are there in New Brunswick, how many are full time men and how many are part time men, and what are their salaries?


Thomas Andrew Low: The inspectors for the district of St. John are:	William Balcom, district
inspector, $2,040; H. E. White, inspector; J.
O.	Leblanc, J. A. Bernier. Then there is an inspector of petroleum for a short time in the year; his remuneration amounts to $100. The first four I named are full time men. I may say that last year the bonuses allowed to the men amounted to $22,000.


Thomas Wakem Caldwell: Is that bonus cut off now?


Thomas Andrew Low: It is still in effect until the Civil Service Commission make their report.


Thomas Wakem Caldwell: Does this vote include the grant to the International Bureau of Weights and Measures, and what is the amount of the grant?


Thomas Andrew Low: The usual grant of $400 is
continued. It is included in this vote.


Thomas Wakem Caldwell: What is the function of this bureau?


Thomas Andrew Low: It is something similar to the bureau respecting tariffs that was referred to a moment ago, except that it deals with weights and measures.


Thomas Wakem Caldwell: I can understand that in the matter of tariffs it is well that we should have information from other countries, but I do not see what it matters to us how many ounces go to the pound in Belgium or how many quarts it takes to make a gallon of gin in Holland.


Mr. BELAND:: They have the metric
system there.


Thomas Wakem Caldwell: Are we going to adopt the metric system? What benefit do we derive from this bureau? I am asking for information.


Thomas Andrew Low: It has continued from the year
1907. If my hon. friend is particular about the location I will be glad to get details for him.


Thomas Wakem Caldwell: What benefit do we
derive from this bureau?


Arthur Meighen: Can the minister tell
us how much of this is for. salaries of the inspectors and the staff, and how miuch for other expenses such as rent of buildings, travelling expenses, postage, stationery, fuel and so forth. The reason I ask is I want
to compare with previous years, and in previous years the vote was divided into three items, salaries, other expenses, and then this grant of $400.


Thomas Andrew Low: The salaries of 118 officers
amounted to $160,000; contingencies, $87,000; International Bureau, $193.76 to January 31.
I presume that is the amount that was spent in connection with the vote of $400. The item of $400 for the International Bureau of Weights and Measures is to honour an international obligation.
The International Bureau was established after a conference of 19 nations in Paris in 1875. Its objects are research work in the science relating to primary standards and the perfecting of the accuracy and relation of international units of weights and measures of electricity, heat, and so forth. The Bureau has been primarily concerned with the perfection and extension of the metric system, but this is not its only interest. Exceedingly useful work has been done in establishing beyond question the absolute values of English and American standard pounds, yards, and gallons and their absolute relation to the standard kilogramme and metre. I think that answers the question of my hon. friend (Mr. Caldwell).


Arthur Meighen: I would ask the minister to take a look at his notes again and see if he is right. He said the salaries last year were $160,000, and the other items collected together, fuel rent and so on, $87,000 and $193 for the Bureau. The total of that is only $247,000. Is that all that was spent?


Thomas Andrew Low: My hon. friend perhaps did
not hear me say that Was up to January 31, 1924.


Arthur Meighen: The books are complete up to the end of the year. The information to that date is valueless.


Thomas Andrew Low: That is the expenditure that
was given me.


Henry Lumley Drayton: What does the minister really think he is doing? Is he cutting down the salaries, or are they going up? Take 1921; are we going back or gaining compared with that year?


Thomas Andrew Low: It is entirely controlled by the Civil Service Commission. The statutory increases must be paid.


Henry Lumley Drayton: My hon. friend knows that what he has said is giving an absolutely wrong impression. I am not talking about statutory increases, because of

Supply-Trade and Commerce
course statutory increases have to go on all the time. It is perfect nonsense to say that the Civil Service Commission passed the statutes to provide for the increases; we have always had these statutory increases, and I have never heard this excuse given before by any other minister. The Civil Service Commission has absolutely nothing to do with statutory increases. That has never been calculated before by a minister wanting to show a reduction.


Thomas Andrew Low: That is not shown.


Henry Lumley Drayton: But my hon.
friend showed it and said there was a real saving of $27,000, which was real moonshine, If my hon. friend will look at the figures -for 1920-1921 the salaries were $163,000. The next year the amount was higher, because that was our worst period of inflation; it was then $192,-
000.	But my hon. friend is right. The proportionate rate of his salaries to-day, taking the figure he gave us of $160,000 for the year, would be far greater. It is at least $212,000 on the figures supplied by my hon. friend. There is absolutely no reason for any talk of economy in this particular matter because the salaries have gone up if the minister's figures are correct. Is not the real fact, as I suggested before, that there was a change made in the schedule of charges in 1920 or 1921, and my recollection was that it was 1920? Was it not also in 1920 that the rearrangement was made of combining the departments? I think my hon. friend will find that there was an increased tariff put in, and that is shown by the greatly improved figures for the following year.


Thomas Andrew Low: Ninety-one statutory increases
amounted to $5,025; 107 changes in classification amounted to $12,140; 5 positions filled at higher rates, $420, making a total of $17,585. If we had been carrying on as heretofore we would have had to add that much extra to the amount that was voted last year. Deduct from the total of last year's vote these statutory increases and my hon. friend will find that there is a cut of $27,000. Let me also point out that while in the main estimates my figures show an increase }f $433,741.31, when you deduct the capital expenditure that is included this year I have in actual reduction of $766,259. There is an item of $1,000,000 for an elevator at Edmonton, and an item of $200,000 for an elevator at Halifax, or $1,200,000 in those two items. Deducting these two capital expenditures that are included in the current expenditure of 
this year, I have succeeded in making an actual reduction of $766,259.


Henry Lumley Drayton: That is a first
rate way of lathering yourself up to lather yourself down. The items are charged as they always are.


Thomas Andrew Low: We do not have them every
year through.


Henry Lumley Drayton: Were there none last year or the year before? I have no doubt my hon. friend's predecessor the Acting Minister of Finance, if he had wanted to could have made just the same kind of argument that my hon. friend has made to-night.


Thomas Andrew Low: He could not have made that argument because it was not there.


Henry Lumley Drayton: I think it will be found there were some. Does my hon. friend say there were no individual items in the vote last year?


Thomas Andrew Low: One.


Henry Lumley Drayton: What one?


Thomas Andrew Low: One of $200,000.


Henry Lumley Drayton: That is a hardy annual for decorative purposes, and used whenever there is the possibility of an election. But take Edmonton, there was an item for that in last year. We will probably find some other items if we take the necessary time to go through the estimates. But what difference does it mak^? I should think my hon. friend would not want to be boasting a tremendous lot about reductions. Now, I want to get back to this vote. Was not the rearrangement made in 1920 that my hon. friend spoke about?


Thomas Andrew Low: Rearrangement about what?


Henry Lumley Drayton: My hon. friend explained to the committee that there was a surplus which was produced as a result of a rearrangement. When was that rearrangement made?


Thomas Andrew Low: Towards the end of December, 1923.


Henry Lumley Drayton: What rearrangement was that?


Thomas Andrew Low: The cutting down of the staff.


Henry Lumley Drayton: To what extent?


Thomas Andrew Low: The cutting out of publications.


Henry Lumley Drayton: We are not
worrying about that. These publications were

Supply-Trade and Commerce
cut off because the work had stopped. I made a mistake a short time ago-


Thomas Andrew Low: I have already told my hon. friend that in many cases districts were joined and the staff reduced.


Henry Lumley Drayton: Let us get one thing at a time. My hon. friend talks about publications cut off. That has nothing to do with this vote. Publications were cut off with the census publications which stopped after the census was concluded. I made a mistake in saying my hon. friend was entitled to some credit for $60,000. I was wrong; the census looked after that, or rather after its disappearance. So far as weights and measures are concerned how many less officials have we this year than we had last?


Thomas Andrew Low: We have 109 as against 124 in
the year 1920-21, although the service is always extended.


Henry Lumley Drayton: One hundred and nine as against 124. What was it last year?


Thomas Andrew Low: The details of all these matters should properly be discussed under the civil government estimates. When we come to discuss them I will be able to show my hon. friend that I have made a total reduction of from 235 to 250 in this department.


Henry Lumley Drayton: My hon. friend
gave us a reason for a surplus in connection with this vote, and I am trying to find out what there is in this statement. We have now 109 men employed under vote 390; is that right?


Thomas Andrew Low: The number of inspectors, and
others in connection with the staff, in 192021 was 124. In 1921-22, the number was 120; in 1922-23. 119; and this year, 109. Notwithstanding the fact that the service has been extended we have made a reduction of 10.


Henry Lumley Drayton: How many more machines are there? Is not a great deal of this business being done by adding machines or mechanical devices of that character?


Thomas Andrew Low: No, there are no automatic
machines.


Henry Lumley Drayton: So we saved 10 men as a result of the re-organization made last December? Is that right?


Thomas Andrew Low: November or December.


Henry Lumley Drayton: What other
departments came into that? What was the change that was made?


Thomas Andrew Low: Some of the districts were
united and some-


Henry Lumley Drayton: Any offices
closed?


Thomas Andrew Low: I think there was an office
closed, I think the one at Sherbrooke, if I remember rightly, was transferred to Montreal.


Henry Lumley Drayton: Any transfers
to other departments?


Thomas Andrew Low: No.


Henry Lumley Drayton: The work was
continued just as it was.


Thomas Andrew Low: All the work is being continued and is greater in volume.


Thomas Wakem Caldwell: I put a question last
year under this vote, and I should like the minister to tell me whether any change has been made in consequence of it? That is in regard to the inspecting of gasoline measuring pumps. When you use sudh a pump you turn a crank round so far and it is supposed to measure a gallon.


Thomas Andrew Low: I think the regulations are
just about the same as last year.


Thomas Wakem Caldwell: I think the minister
last year, if I remember rightly, promised some change. I gave a good illustration at that time of how the system of measuring works out. I do not know how often these pumps are inspected, but I remember driving into a garage once to fill my tank. That tank held, I think, ten gallons of gasoline and there were already two or three gallons in it. The garage man pumped in ten gallons. I told him I did not mind paying for the extra gallon of gasoline, but I did not like to have my tank spoiled. I told him to put the measuring pump to work because there were already two or three gallons in the tank. He got a gallon measure, turned his pump on, put the gasoline into the measure and found that the tank was a little more than two thirds full. He seemed very much surprised. I do not think he intended to wilfully defraud anybody.


Thomas Andrew Low: Has the hon. member a copy
of the regulations adopted last year? They may provide for the suggestion to which he refers.


Thomas Wakem Caldwell: My suggestion was that after licensing the use of these pumps an inspection should be frequently made, because anybody who has had any experience
3496	COMMONS
Supply-Trade and Commerce
with pumps knows that the valve in the pump sometimes gets out of order very quickly. Although the pump may be inspected and found perfectly right to-day, in a month from now it may be out of order and in some cases absolutely wrong. Gasoline is a very hard thing to regulate. A pump that will pump water accurately might fail to pump gasoline, because gasoline will work out through an iron tank frequently. It certainly will work out through a wooden barrel. I urged last year very strongly that these devices for measuring gasoline should not be licensed without-


Thomas Andrew Low: You want the measuring made visible?


Thomas Wakem Caldwell: Exactly.


Thomas Andrew Low: I may say to my hon. friend
that I think the order in council that was passed in April this year contained such a provision as he speaks of. I think that feature is provided for in the new regulations.


Thomas Wakem Caldwell: You have not a copy
with you?


Thomas Andrew Low: I would be very glad to send
the hon. member a copy of the regulations. I think he will find: they contain such a clause.


Thomas Wakem Caldwell: I will admit this pump is a very handy device; I think it saves a lot of labour. I should like to make a suggestion to the minister along the lines of what should be done. I do not think it will be necessary to do away with these pumps entirely. I think he should insist that there should be a glass receptacle that will hold a gallon of gasoline so that the gasoline might be visible as it flows into the tank.


Henry Lumley Drayton: I think some
of them work that way now.


Thomas Wakem Caldwell: We do not have them in the East, we are still using the old kind.
I think the department should insist that if a license is granted to a pump of this type it should have a visible addition of the kind I have mentioned.


Henry Lumley Drayton: The minister has not yet told me whether there was any increase in 1921 in the rate of fees charged.


Thomas Andrew Low: None since I came into the
lepartment.


Henry Lumley Drayton: , I know that, but the minister has been there only a very short time.


Thomas Andrew Low: The Minister of Trade and
Commerce does not recall that there was any change.


Henry Lumley Drayton: Was there a
change in 1920 or 1921?


Thomas Andrew Low: I think my hon. friend will
know.


Henry Lumley Drayton: There is a sharp betterment according to the figures read by my hon. friend for 1921-22, and I think the reason was an increase in the fees.


Henri Sévérin Béland: Was it the late government?


Henry Lumley Drayton: Yes.


Henri Sévérin Béland: Did they increase the fees?


Henry Lumley Drayton: Yes. There was an increase in efficiency also, which is sadly lacking to-day.


[Stage Direction]
Item agreed to.
West India cable, $19,466.57.
Thomas Wakem Caldwell: Is this for repairs?


Thomas Andrew Low: The vote last year amounted
to $29,199. This covers a period up to the 30th of September. At that time the contract was under the Post OfSce Department. At present most of these cable companies are under that department. It was thought well to transfer this to the service. Shortly after this agreement was signed war broke out and the company's operating expenses consequently increased in a manner not contemplated when the agreement was signed. The company's financial condition was carefully looked into by the Canadian High , Commissioner in London in 1921, and he reported that their position was precarious and not likely to change materially during the remaining years of the contract. Last year we had a communication from the British government stating it was the intention to build a new cable and they asked the Dominion government if they would participate in the cost. They sent forward a figure, our portion of which would exceed the amount we had been paying. I cabled back to our High Commissioner stating we were ready to contribute as long as the amount was not in excess of the amount we had been paying for a number of years. Tenders had been called for some time ago which showed a very much increased amount, and I suggested to the members of the Imperial conference when they were going

Supply-Trade and Commerce
over-the Prime Minister and other members of the government-that they should point out to the British members of the board that new tenders should be called in order to see if the price would not be reduced, with the result that I think there will be a saving to this country. In the amount which was first suggested by the British government according to the tender they had received, there was not. As the result of my cable asking assurance of no increase the British government re-examined their tender. There will now be a saving of from $16,000 to $20,000 in which Canada will share.


Henry Lumley Drayton: Will we have
an interest in this cable?


Thomas Andrew Low: Yes.


Arthur Meighen: We have a proprietary
and contractural interest in the cable, if my memory serves me right, and the whole thing is based on a contract which extends over a number of years, and which fixes our liability and also our rights, and I well recall that the condition was improving for us year by year. We had a certain amount to pay, but we had an interest in profits, and I am satisfied from memory that a large sum was coming about the time we left office. I would like to know how that has worked out. The venture was proving very successful, and the Canadian interest improved considerably.


Thomas Andrew Low: It was found that the cable would have to be renewed, and when the Prime Minister went to London last year, I pointed out to him that tenders had been called for. The matter was taken up by the Prime Minister in London last November, and he expressed the final consent of the Canadian government to the scheme stating that drafts of the proposed legislation in the British parliament as to the final scheme and powers of the Pacific Cable Board were satisfactory. That was the cable received from London, I might say. The Minister of Trade and Commerce replied by cable to the Prime Minister in London agreeing to the proposed arrangement, providing that the cost of the subsidy to be paid would not be in excess of that now paid for the service. That cable I addressed to the Canadian Prime Minister in London. The proposal is not that Canada should pay a subsidy, but that she should assume her share of the annual deficit which would be considerably less than the subsidy paid at the present time. The Pacific Cable Board will construct and operate the new system which is expected to be ready by
October first, when the West Indies and Panama Telegraph Company will go out of business. Canada's interest in regard to the Pacific cable is looked after by the Post Office Department and Canada's representative on the board reports to that department from time to time. The Minister of Trade and Commerce has accordingly written to the Postmaster General asking if this department will take over Canada's share of this service from October first, 1924.


Arthur Meighen: I do not know whether the minister has the date of it, but I would like to get if possible the contractual relationship, not in detail but in the large-the main features of it. I think we have a contractual interest in it, and there were expectations, if I could not use a stronger word, that we should not be paying half of what we were paying before, but rather by this time we should be getting a revenue. I am only making this statement as a matter or recollection, and I should like to get the facts.


Thomas Andrew Low: 
Henry Lumley Drayton: The minister is right about that.


Arthur Meighen: The minister is right on one point, I know that; nor do I say that any part of what he has read1 is wrong. The reason for the reduction by half this year of what it was last year is simply because the contract expires in a half year.


Thomas Andrew Low: I explained that to the committee.


Arthur Meighen: I did not get the explanation. The minister was trying to impress the committee at first that it was due to some arrangement which the Prime Minister had made in England.


Thomas Andrew Low: No, I explained that this
covered only to the 30th of September of this year. I said that.

Supply-Trade and Commerce


Arthur Meighen: The minister said that
the last time.


Thomas Andrew Low: I also said that it accounted
for the vote being so small this year.


Arthur Meighen: The minister says that
the expenses have been going up; but I noticed that the amount voted was, as I expected, exactly the same to a cent. Every year as far back as I can trace the estimate -ias far back as 1918-it has been exactly the same. This year it is just half as much, to a cent.


Thomas Andrew Low: How does the hon. member
figure out that it is just half?


Arthur Meighen: The amount before was $38,933.33 and this year it is $19,466.67.


Thomas Andrew Low: But that is for the half year.


Arthur Meighen: Yes, of course it is for
the half year, and1 this is in pursuance of the contract. There has been no extra expense year by year, or at any rate none has been yet revealed. The minister however spoke about its costing more each year.


Thomas Andrew Low: I said it was gradually increasing. For example, in 1919-20 it was $33,723; in 1920-21 $34,066; in 1921-22 $38,917 and in 1922-23 a little larger. Probably this year it will go up slightly. My hon, friend said that it should1 be a profitable investment by this time but it has not turned out that way so far as money goes.


Arthur Meighen: The amount voted every year has been the same to a cent up to this year, when for half the year it is exactly half the annual amount. It does not seem reasonable that if we were only estimating the amount we should estimate it to the accuracy of a penny.


Mr. ROBB:: We do that in most departments; we always estimate a little more than we spend.


Arthur Meighen: But you estimate in
round figures, in hundreds or thousands.


James Alexander Robb: This probably was based on
a contract.


Arthur Meighen: Yes, of course; it is
based on a contract and we are paying the same amount each year. I will not press the point further. Will the minister answer this: What will happen after October? Does the contract fully expire? Have we no rights from October 1 on and if we have, what has the department in contemplation as respects this cable?
fMr. Low.]


Thomas Andrew Low: The British government expects to build a new cable.


Arthur Meighen: What are we going to
do about the matter?


Thomas Andrew Low: We shall pay this amount to
the British government.


Arthur Meighen: We shall continue the
same payment?


Thomas Andrew Low: As I have said, there may be
a slight increase.


Arthur Meighen: We are going to pay on
the same basis after October 1 as before?


Thomas Andrew Low: Yes, I insisted that it should not be higher.


Arthur Meighen: I am disappointed that
it is not a great deal lower.


Thomas Andrew Low: How does my hon. friend expect it to be lower when it is going up a little?


Arthur Meighen: Because the earnings of
the cable have been far greater. I know it was expected that we should get a profit soon.


Thomas Andrew Low: My hon. friend knows that the
company is in bad condition financially.


Arthur Meighen: I did not know it. Is
that the case?


Thomas Andrew Low: Yes.


Thomas Wakem Caldwell: Has the government
ever got any revenue from the cable?


Thomas Andrew Low: No.


Thomas Wakem Caldwell: Has the British government accepted the offer of the minister that we shall pay the same in future as we have done in the past?


Thomas Andrew Low: Yes, I think they have accepted it.


Thomas Wakem Caldwell: I understand that at
the end of September, 1924, the service will be handed over to the Post Office Department and a vote will be provided in their estimate.


Thomas Andrew Low: Yes, there will be an item there to cover the rest of the year.


Arthur Meighen: This is not really a saving but a transfer.


Thomas Andrew Low: There is no saving. I stated
at the outset that this would cover the period to September 30, 1924, when the matter would be transferred to the Post Office Department and a further vote would appear.


[Stage Direction]
Item agreed to.

Supply-Trade and Commerce
Amount required to recoup A. E. Bryan, $4,000.
Henry Lumley Drayton: Who is Mr. Bryan, and why should he get $4,000?	_


Thomas Andrew Low: Mr. Bryan is our trade representative in Japan. He lost all his household effects during the earthquake, and he asked the department to allow him a certain amount to recoup his loss. He presented a bill for 13,575 yen.


Henry Lumley Drayton: A yen is 50
cents.


Thomas Andrew Low: At the time that was equivalent to about $6,786. I thought we should at least do something to compensate him and I suggested this amount of $4,000.


[Stage Direction]
Item agreed to.
Miscellaneous-Patent Record, $35,000.
Arthur Meighen: Mr. Chairman, we were
here last night until a quarter past one, the night before until ten minutes to one, and the night before that until about twelve twenty-five. The minister should not carry us into something else to-night.


Mr. CAHILL:: It is only eleven o'clock
now.


Thomas Andrew Low: There are not many items in
the patent vote.


Arthur Meighen: Is the minister not
going to adopt the suggestion which I made? It is a good deal earlier than usual I know, but it is after the hour which the Prime Minister set as a reasonable hour for adjournment. We have not gone on very fast,-


Thomas Andrew Low: We certainly have not.


Arthur Meighen: -but the delay has
not been here.


Thomas Andrew Low: I certainly have taken more
time with my estimates than I expected. However, I am not complaining. But we are all very anxious to get through with the work of the session, and I think an hour or so more would not be wasted in passing the estimates of the Patent branch.


Arthur Meighen: It is all right for the
minister, when he gets his estimates through he is done; but we have to sit here and watch every item.


Thomas Andrew Low: I am never done.


Arthur Meighen: We do not want to be
imposed on. We have been very reasonable with the minister. Every time when we went past eleven o'clock with our estimates a terrible row was raised.


Henri Sévérin Béland: In this connection there
is a consideration that perhaps will appeal to my right hon. friend the leader of the opposition. The Minister of Trade and Commerce is a member of the Redistribution committee, and the province of Ontario is now under consideration by a sub-committee of which he is a member. I am informed that this sub-committee expect within three or four days to be able to present a unanimous report to the whole committee The idea of proceeding further to-night is to enable my hon. friend to take up his work on the sub-committee next week.


Arthur Meighen: Tt would seem to me
that if the minister is engaged on that work it is strange that his bill's and his estimates should have been before us continuously during the last three days.


Henri Sévérin Béland: The hon. member felt
that he would be a good deal more at ease with his work on the Redistribution committee if he had his estimates disposed of.


Henry Lumley Drayton: He has been
furthering its work by keeping away from it for the last two or three days. I appreciate the point.


Henri Sévérin Béland: But he expected to get
through with his estimates a good deal earlier. We do not complain; it is nobody's fault in particular, only reasonable and regular information having been asked for by hon. members and supplied by the minister. As I have said, he is anxious to get through with bis estimates in order to devote his time for the first two or three days of next week to the consideration of the readjustment in Ontario.


Thomas Wakem Caldwell: I think in view of the
fact that we are not yet sitting Saturdays we might very well go on for another hour. I cannot believe the right hon. leader of the opposition is serious when he says there was fault found if he went past eleven o'clock when he was in charge of the administration, because I sat here for two sessions while he was in power and' I think I am safe in saying that I never remember the House adjourning at eleven o'clock. Indeed, I have seen new estimates brought down after twelve o'clock and discussed for two hours. He should not object- very strenuously, especially towards the end of the session. We are all anxious to get through some time this summer, and if the right hon. gentleman would not object too strenuously it seems to me we might dis-

Supply-Trade and Commerce
pose of some of these estimates. To-morrow is Saturday, and we can very well afford to sit until twelve o'clock to-night.


Arthur Meighen: It is perfectly true that we did sit after eleven, often after twelve o'clock, but we never did it with the acquiescence of the opposition and were always met with a row. And what is more, we were met with something altogether different from the reception which we have given these estimates. If the minister would have some one in front to supply him with information it would very much expedite progress; no minister can hunt up information with the detail required without creating serious delay. Then we devoted an hour or two to-day and an hour or two yesterday to another bill of the minister's, and nobody in this House would suggest that the delay was the fault of any member on this side. I do not think it would be necessary for me to suggest whose fault it was. Then why should we, who sat la3t night until one o'clock and who have committees every morning, be called upon to go through that process every night? It is unreasonable, it is irrational, and it does not conduce to the expeditious conduct of business.


James Alexander Robb: My right hon. friend is quite
right, we have been working overtime and have done fairly well. My hon. friend the Minister of Trade and Commerce recognizes that. He suggests that we might put through this Patent Record item, and then adjourn.


Henry Lumley Drayton: If we can get
that through without any explanation, I would let it go.


Henry Elvins Spencer: When this item was up
last session I think the minister told me that the fees charged took care of the expenses. Is that the fact?


Thomas Andrew Low: The item amounts to $35,000
and has been reduced by $10,000. The expenditure for 1922-23 was $36,397.20; for the current year to February 29, 1924, it amounted to $31,365. The Patent Record is a publication issued pursuant to section 60 of the Patent Act. It appears every Tuesday, which is the only day that patents are issued. It gives to the public a brief description of every patent on the day it is issued. This is useful in enabling the public in general and inventors in particular to ascertain what inventions are covered by patents without the trouble of visiting the patent office. One thousand copies are printed, the distribution being as follows: subscribers, 364; exchanges, 48; free list, libraries, 231; government, 106. It is sent out only

to those on the free list who have expressed a wish to receive it. The annual subscription is $4 and the price of a single copy is 10 cents. The amount received last year from subscriptions and the sale of single copies was $1,859.19.


Arthur Meighen: What is being cut out to effect the reduction?


Thomas Andrew Low: It is economy in service.


Arthur Meighen: What answer is that?


Thomas Andrew Low: It may not suit my right hon.
friend, nevertheless it is true.


Arthur Meighen: What information does
one get from that? This is why there is delay and why we are kept here all hours of the night. I asked, what is cut out? Are there men cut out? Is some part of the publication cut out? The answer I get is that there is economy in the service.
Mr. LOW':	There has been a reduction of
about thirty in the staff. The temporaries were retired first and some were retired under the Ca'lder Act.


Arthur Meighen: Are the patents issued
fewer now?


Thomas Andrew Low: I do not think so. It does not necessarily follow that fewer mien will not do the same amount of work.


Arthur Meighen: I notice that previous
to 1921 it was $61,000 and that it was then cut to $45,000. Some different system must be adopted and I -would like to know what it is. Apparently under the late government there was a reduction of $16,000; now the reduction is $10,000.


Thomas Andrew Low: There is quite a reduction in
the staff.


Henry Lumley Drayton: This is in connection with records-do not mix them.


Thomas Andrew Low: A number of clerks are paid
out of this vote. The permanent staff and the temporary staff amount to 84 to-day as against 114 on the first of April, 1923. For salaries last year there was voted $177,000; this year we ask for $149,000. For contingencies last year we asked for $35,000 and this year $30,000. The Patent Record cost $45,000 .last year and this year it has been reduced to $35,000.


Arthur Meighen: Now we will come back and see if we can get the information, though I am really not very hopeful. This is the

Postal Employees
Patent Record. The minister talked all round the bush about the employees of his department in the Patents branch, which has nothing to do with it. We tried to tell him that it had nothing to do with it, but he persisted. If the cost of publishing the Patent Record is less, there must be a reason for it. Perhaps the reason is that it is smaller, that the patents issued are fewer, that the information given is less, or that the cost of printing is less. I have asked which it is and I have been given all sorts of talk about something that does not pertain to it at all. I cannot get an answer to the simple question.


Thomas Andrew Low: Well, a reduction has been
made in the issuing of the Patent Record, we will agree upon that. As to the details of how it is arrived at, if my right hon. friend wishes this item to stand over I will get the information for him to-morrow, or perhaps he will accept my word that I will get it, and in the meantime allow the item to go through.


Arthur Meighen: Well, we will let the
item go through, so far as I am concerned, if the minister will get the information for to-morrow?


[Stage Direction]
Item agreed to.
Progress reported.
On motion of Mr. Robb the House adjourned at 11.30 p.m.
Monday, June 23, 1924