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Transfers of stock.

Proviso.

Liability of shareholders limited.

Proviso:

liability of Directors.

Dividends.

bonds or debentures of any incorporated city, town or municipality authorized to issue bonds or debentures, or in mortgages on real estate.

18. No transfer of any share of the stock of the said Company shall be valid until entered in the books of the said Company according to such form as may from time to time be fixed by the by-laws; and until the whole of the capital stock of the said Company is paid up it shall be necessary to obtain the consent of the Directors to such transfer being made: Provided always that no shareholder indebted to the Company shall be permitted to make a transfer or receive a dividend until such debt is paid or secured to the satisfaction of the Directors; and no transfer of stock shall at any time be made until all calls thereon have been paid in.

19. In the event of the property and assets of the said Company being insufficient to liquidate its debts, liabilities and engageinents, the shareholders shall be liable for the deficiency, but to no greater extent than the amount of the balance remaining unpaid upon their respective shares in the capital stock: Provided always that nothing in this section shall be construed to alter or diminish the additional liabilities of the Directors of the Company herein provided for.

20. The Directors of the Company, at a meeting held for such specified purpose, may declare such annual or semi-annual dividends upon the capital stock as they shall deem justified by its business, so that no part of the capital thereof be appropriated Policy holders to such dividends; and also may, by resolution, order that the may partici: holders of policies or other instruments, shall be paid such portion pate in profits. of the actual realized profits, in such proportions, at such time,

This Act to be subject to provisions of

31 V., c. 48, and 34 V. c.9,

and other Acts.

and in such manner as the said Directors may think proper; and may enter into obligations so to do either by endorsement on the policies or otherwise: Provided always that the holders of policies or other instruments so participating in the profits, shall not be in anywise answerable or responsible for the debts of the said Company.

21. This Act, and the Company hereby incorporated, and the exercise of the powers hereby conferred shall be subject to the provisions contained in the Act, thirty-first Victoria, chapter forty-eight, intituled, "An Act respecting Insurance Companies," as amended by the Act thirty-fourth Victoria, chapter nine, and to such other legislation on the subject of insurance, as may from time to time be passed.

CAP.

САР. СІ.

An Act to amend the Act incorporating the Mutual Life
Association of Canada,

[Assented to 14th June, 1872.]

WHEREAS the Mutual Life Association of Canada have by Preamble. their petition prayed that certain amendments may be made to their Act of incorporation, and it is expedient that the prayer of their petition be granted: Therefore, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

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"Hamilton substituted for

1. The fifth, sixth, seventh and eighth sections of chapter fiftyseven of the Statutes of Canada, passed in the thirty-fourth year Toronto," in of Her Majesty's reign, are hereby amended by substituting the 34 V., c. 57. word "Hamilton" therein for the word "Toronto" wherever the

latter word occurs.

directors in

creased,

2. The eleventh section of the said Act is hereby amended by Number of substituting the word "twelve" for "nine" wherever the latter word occurs in the said section, and by adding thereto-" and the "nine Directors chosen at the annual meeting of eighteen hun"dred and seventy-two, shall be empowered to elect three other "qualified members of the society as Directors, who shall remain "in office only until the next annual meeting, but shall be eligible "for re-election."

amongst directors, how

3. The nineteenth section of the said Act is hereby repealed, Vacancy and in lieu thereof it is enacted, that if any vacancy occurs among the Directors by death, resignation, failure to accept office or other- filled. wise, it shall be filled for the remainder of the year by the Directors, at a meeting specially convened for that purpose.

4. The seventh section of the said Act is hereby further amend- Provision in ed by adding the words: "If the election of Directors be not held case of failure

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to elect direc

on the day when by the terms of this Act it ought to be held, tors. "the members of the Association may hold the same on any other "day at an extraordinary meeting to be specially called for the "purpose, or as may be provided for in any by-law to be passed " for that purpose; and all acts of the Directors until their successors be elected shall be valid."

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CAP.

САР. СІІ.

Preamble.

Company incorporated. Name.

Capital and

shares.

Increase of
Capital.

Provisional
Directors.

An Act to incorporate the Manitoba Insurance Company.

[Assented to 14th June, 1872.]

WHEREAS Sir Hugh Allan, Donald A. Smith, George Stephen.

James McKay and others have by their petitionre presented that they are desirous of establishing a Company for carrying on the business of insurance against loss by fire, and have prayed that they may be incorporated for such purpose under the name of the Manitoba Insurance Company; and it is expedient to grant their prayer: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

1. All such persons as now are, or hereafter shall become shareholders of the said Company, shall be, and are hereby ordained, constituted and declared to be a body corporate and politic, in law, in fact and in name, by the style and title of "The Manitoba Insurance Company."

2. The capital stock of the said Company shall be two hundred and fifty thousand dollars, divided into two thousand five hundred shares of one hundred dollars each; which said shares shall be and are hereby vested in the several persons who shall subscribe for the same, their legal representatives and assigns: Provided always that it shall and may be lawful for the said Company to increase its capital stock to such sum, not exceeding five hundred thousand dollars, as a majority of the shareholders at a special general meeting, to be expressly convened for that purpose, shall

upon.

agree

3. For the purpose of organizing the said Company, Sir Hugh Allan, Donald A. Smith, George Stephen, James McKay and John McTavish, the Honorable Marc A Girard and Andrew G. B. Bannatyne shall be Provisional Directors thereof, and they, or a majority of them, may cause stock books to be opened, after giving due public notice thereof; upon which stock books shall be recorded the subscriptions of such persons as desire to become shareholders To open stock in the said Company; and such books shall be opened in the City

books and

where.

First election

of Montreal and in the Province of Manitoba and elsewhere, at the discretion of the Provisional Directors, and shall remain open so long as they deem it necessary.

4. When and so soon as one hundred thousand dollars of the of Directors. said capital stock shall have been subscribed, as aforesaid, and five per cent of the amount so subscribed paid in, the said Provisional Directors may call a general meeting of shareholders, at some place to be named,-giving at least ten days notice thereof in the "Canada Gazette," and also in some newspaper published in the City of

Montreal

Montreal and in the Province of Manitoba; at which general meeting the shareholders present, in person or by proxy, shall elect seven Directors, in the manner and qualified as hereinafter provided, who shall constitute a Board of Directors, and shall hold office until the first Wednesday in July in the year following their election.

5. The shares of capital stock subscribed for shall be paid in Calls on shares. and by such instalments, and at such times and places as the said Directors shall appoint; no such instalment shall exceed ten per cent., and not less than six months notice thereof shall be given; and Executors, Administrators, and Curators paying instalments upon the shares of deceased shareholders, shall be, and they are hereby respectively indemnified for paying the same: Provided Amount to be always that it shall not be lawful for the said Company to com- paid in before mence the business of fire insurance until a sum not less than fifty commencing thousand dollars shall have been actually paid in on account of the subscribed stock.

business.

ment.

election of

Directors.

ballot.

6. The head office of the Company shall be at such place in Head office the Province of Manitoba as the Company may determine, and the and managestock, property, affairs and concerns of the said Company shall be Annual managed and conducted by seven Directors, one of whom shall be general meetchosen President, and one Vice-President, who (except as herein ing, and provided for) shall hold office for one year; which Directors shall be shareholders, residing in Canada, and be elected at the annual general meeting of shareholders, to be holden in Manitoba on the first Wednesday in July in each year, or such other day as may be appointed by by-law,-not less than ten days notice of such meeting being given, as provided in section four; and the said election shall be held and made by such of the shareholders present, in person or by proxy, as shall have paid all calls made by the Votes and Directors and then due; and all such elections shall be by ballot; Proxies, and the said proxies shall only be held by shareholders then present; and the seven persons who shall have the greatest number of votes at any such election shall be Directors, except as hereinafter directed; and if two or more persons have an equal number of votes, in such manner that a greater number of persons shall appear to be chosen as Directors, then the Directors who shall have a greater number of votes, or the majority of them, shall determine which of the said persons so having an equal number of votes shall be the Director or Directors, so as to complete the whole number of seven; and the said Directors, as soon as may be after the said election, shall proceed in like manner to elect by President and ballot one of their number to be the President, and one to be Vice-Presithe Vice-President; but shareholders not residing within the Dominion of Canada shall be ineligible, and if any Director shall move his domicile out of Canada, his office shall be considered as vacant; and if any vacancy should at any time happen amongst Vacancies the said Directors by death, resignation, disqualification or removal how filled. during the current year of office, such vacancy shall be filled for the remainder of the year by the remaining Directors, or the

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majority

dent.

Qualification

of Directors.

upon

35 VICT. majority of them, electing in such place or places, a shareholder or shareholders eligible for such office: Provided always that no person shall be eligible to be or continue as Director unless he shall hold in his name, and for his own use, stock in the said Company to the amount of twenty shares, whereof at least ten per cent. shall have been paid in, and shall have paid all calls made his stock and all liabilities incurred by him to the Company. Company not dissolved by 7. In case it should at any time happen that an election of 11 failure to hold Directors of the said Company should not be made on any day when, pursuant to this Act, it should have been made, the said Company shall not for that cause be deemed to be dissolved; but it shall be lawful on any other day to hold and make an election in such manner as may be regulated, directed and appointed by the Directors for the time being; and the Directors in office shall so continue until a new election is made.

election.

Scale of voting at general meetings.

Proviso.

Business powers of Company.

8. At all general meetings of the said Company, each shareholder shall be entitled to give one vote for every share held by him for not less than fourteen days prior to the time of voting upon which all calls then due have been paid; and all questions proposed for the consideration of the shareholders shall be determined by the majority of votes,—the Chairman presiding at such meeting having the casting qote in case of an equality of votes: Provided that no clerk or other employé of the said Company shall vote either in person or by proxy at the election of Directors.

9. The said Company shall have power and authority to make and effect contracts of insurance with any person or persons, body politic or corporate, against loss or damage by fire on any houses, stores or other buildings whatsoever, and, in like manner, on any goods, chattels or personal estate whatsoever, for such time or times, and for such premiums or considerations, and under such modifications, restrictions, and upon such conditions as may be bargained or agreed upon or set forth by and between the Company and the person or persons agreeing with them for such insurance; and to cause themselves to be re-insured against any loss or risk they may have incurred in the course of their business; and generally to do and perform all other necessary matters and things connected with and proper to promote those objects; and all policies or contracts of insurance issued or entered into by the said Company shall be under the seal of the said Company, and shall be signed by the President or Vice-President, and countersigned by the Managing Director or Secretary, or (otherwise as may be directed by the by-laws, rules and regulations of the Company in case of the absence of any of the parties), and being so sealed, signed and countersigned, shall be deemed valid and binding upon the Company according to the tenor and meaning As to insur- thereof; and no insurance shall be effected by them in any Province other than the Province of Manitoba until the Company shall have established an office in such other Province with a local agent, and in that case service of process in such other Province may be made at such local office or upon such local agent personally.

Policies, and contracts how signed.

ance out of Manitoba.

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