City of Montreal, on the first Wednesday in January in each year, Election of or such other day as may be appointed by by-law,-not less than Directors. ten days notice of such meeting being given, as provided in section five 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 Who may vote; calls made by the Directors, and then due; and all such elections shall proxies, ballot. be by ballot; and the fifteen persons who shall have the greatest number of votes at any such election, shall be Directors, except as hereinafter provided; 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 fifteen; and the said Directors as soon as may be after the election, shall proceed in like manner to elect, by ballot, one of their number to be the President, and one to be Vice-Presi- President and dent; but shareholders not residing within the Dominion of Vice President Canada shall be ineligible, and if any director shall move his domicile out of Canada, his office shall be considered as vacant; and Ties at elections. if any vacancy should at any time happen amongst the said Vacancies, Directors by death, resignation, disqualification or removal during how filled.' the current year of office, such vacancy shall be filled for the remainder of the year by the remaining Directors or a majority of them, electing in such place or places, a shareholder or shareholders, eligible for such office: Provided always, that no person shall Proviso: be eligible to be or continue as Director, unless he shall hold in qualifications 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 upon his stock, and all liability incurred by him to the Company. of Directors. case of failure 8. In case it should at any time happen that an election of Provision in Directors of the said Company should not be made on any day to hold any when, pursuant to this Act, it should have been made, the said election. 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 a 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. voting at 9. At all general meetings of the said Company, each share- Scale of holder shall be entitled to give one vote for every share held by general meethim for not less than fourteen days prior to the time of voting, ings. upon which all calls then due have been paid: such votes may be given either in person or by proxy,-the holder of any such proxy being himself a shareholder; and no shareholder shall be entitled Proxies, to give more than one hundred votes upon proxies held by him; and all questions proposed for the consideration of the shareholders, shall be determined by the majority of votes,-the chair- Casting vote. man presiding at such meeting having the casting vote in case of an equality of votes: Provided that no clerk or other employee of Proviso. the Temporary limitation of number of shares to be held by one party. Proviso. Forfeiture of shares for nonpayment of calls. Calls may be paid after forfeiture. Suits for re covery of calls the said Company shall vote either in person or by proxy at the election of Directors. 10. It shall and may be lawful for any person or persons, or body politic or corporate, to subscribe for such and so many shares as he, she or they may think fit,-not, however, exceeding, during the first six months after the subscription books are opened, fifty shares Provided nevertheless that, after the expiration of such first six months, there shall be no limitation to the subscription for, or acquisition of, any number of shares. 11. If any shareholder shall refuse or neglect to pay the instalments due upon any share or shares held by him, the Directors may forfeit such share or shares, together with the amount previously paid thereon, in such manner as may be provided by the by-laws; and such forfeited share or shares may be sold, or any part thereof, for the benefit of the Company, to any other person or persons. 12. If payment of such arrears of calls, interest and expenses be made before any share so forfeited shall have been sold, such share shall revert to the owner, as if the same had been duly paid before forfeiture thereof; and in all actions or suits for the and what only recovery of such arrears or calls, it shall be sufficient for the need be alleged Company to allege that the defendant, being the owner of such and proved shares, is indebted to the said Company in such sum of money as therein. the calls in arrear amount to, for such and so many shares, whereby an action hath accrued to the Company by virtue of this Act; and on the trial it shall only be necessary to prove that the defendant was owner of the said shares in the Company, that such calls were made, and that notice was given as directed by this Act and it shall not be necessary to prove the appointment of the Directors who made such calls, or any matter whatsoever other than what is before mentioned: a copy of any by-law, rule, regulation or minute, or of any entry in any book of the Company, certified to be a true copy or extract, under the hand of the President, or Vice-President, or the Manager or Secretary of the Company, and sealed with the corporate seal, shall be received in all courts and proceedings as prima facie evidence of such by-law, rule, regulation, minute or entry, without further proof thereof, and without proof of the official character or signature of the officer signing the same, or of the corporate seal. Proof of By-Laws and other documents. Quorum of 13. At all meetings of Directors, five shall be a quorum for the transaction of business: and all questions before them shall be decided by a majority of votes; and in case of an equality of Casting vote. votes, the President, Vice-President or presiding Director shall give the casting vote, in addition to his vote as a Director. Business at 14. At the annual meeting of the shareholders the election of annual meet Directors shall be held, and all business transacted, without the ing. necessity for specifying such business in the notice of such meet ing and at such meeting a general balance sheet and statement of Statement of the affairs of the Company, with a list of all the shareholders Affairs. thereof, and all such further information as shall be required by the by-laws, shall be laid before the shareholders. Special Special general general meetings of shareholders may be called in such manner President, &c., as may be provided for by the by-laws; and at all meetings of the to preside at shareholders, the President, or in his absence the Vice-President, meetings. or in the absence of both of them, a Director chosen by the shareholders, shall preside, who in case of an equality of votes shall give the casting vote in addition to his vote as a shareholder. meetings. make by-laws, 15. The Directors shall have full power and authority to make Powers of and from time to time, to alter such by-laws, rules, regulations directors to and ordinances, as shall appear to them proper and needful, appoint touching the well ordering of the Company, the management and officers, &c. disposition of its stock, property, estate and effects; the calling of special general meetings; the regulation of the meetings of the Board of Directors; the appointment of a Managing Director, and of Sub-boards to facilitate the details of business, and the definition of the duties and powers of such Sub-boards; the making of calls upon the subscribed capital; the appointment and removal of officers and agents of the Company, the regulation of their powers and duties, and the salaries to be paid to them; the regulation of the transfer of stock, and the form thereof; the compensation of Directors; and the establishment and regulation of agencies: Provided always, that all such by-laws, rules, regula- Proviso. tions and ordinances made by the Directors as aforesaid, shall By-laws to be only be valid and binding until the next annual general meeting approval of of the shareholders, unless they are then approved by such meeting, shareholders. and shall thereafter have force and effect, as so approved or modified at such meeting; and provided further that such by-laws do not contravene the provisions of this Act. submitted for its own purposes 16. The Company shall have power to acquire and hold real Power to hold estate for the purpose of its business within the Dominion of real estate for Canada of an annual value not exceeding ten thousand dollars; accomodation; and to sell or dispose of the same and acquire other property in and for other its place as may be deemed expedient; and to take, acquire and during a cerhold all such lands and tenements, real or immoveable estate, as tain time. shall have been bona fide mortgaged to it by way of security or conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts, or purchased for the purpose of avoiding a loss to the Company in respect thereof, or of the owner thereof; and to retain the same for a period not exceeding ten years: and the Company may invest its funds or any part thereof in the public securities of the Dominion of funds of the Canada or of any of the Provinces thereof, or in the stocks of any company. banks or building societies in Canada or in the bonds or debentures of any incorporated city, town or municipality in Canada authorized to issue bonds or debentures, or in mortgages on real estate. Investment of Transfer of shares. Proviso: debts to company to be previously paid. Liability of shareholders limited. 17. 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 up. 18. In the event of the property and assets of the said Company being insufficient to satisfy its debts, liabilities and engagements, the shareholders shall be liable for the deficiency, but to no greater extent than the amount of the balance remaining Proviso as to 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 before provided for. directors. Declaration of dividends, and 19. The Directors of the Company, at the annual meetings when only to thereof, shall declare such dividends upon the capital stock as they shall deem justified by its business, so that no part of the capital thereof be appropriated to such dividends. be made. This Act and the Company Acts. 20. This Act, and the Company hereby incorporated, and the to be subject exercise of the powers hereby conferred, shall be subject to the to Insurance provisions contained in the Act thirty-first Victoria, chapter fortyeight, intituled: "An Act respecting Insurance Companies," as amended by the Act thirty-fourth Victoria, chapter nine, and to such other enactments on the subject of insurance as may from time to time be passed. Rreamble. CAP. CV. An Act to incorporate The Accident Insurance Company of Canada. [Assented to 14th June, 1872.] men Wtioned it is expedient to grant the prayer of the said petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: incorporated. 1. Sir Alexander T. Galt, John Rankin, D. Lorn Macdougall, Persons John Molson, Robert James Reekie, James Rose, Edward McKay, John Cassie Hatton, and Edward Rawlings, of the City of Montreal, and such other persons as may become shareholders in the Company, to be by this Act created, shall be, and they are hereby constituted and declared to be, a body corporate and politic for the purposes herein mentioned under the name of "The Corporate Accident Insurance Company of Canada;" and shall have per- rights. petual succession and a corporate seal, with power to alter and change the same at pleasure; and may, by such name, sue and be sued, implead and be impleaded in all courts of law and equity. name, and Provision for 2. The capital stock of the said Company shall be two hundred Capital and and fifty thousand dollars, and shall be divided into two thousand shares, five hundred shares of one hundred dollars each; which shares shall be and are hereby vested in the several persons who shall subscribe for the same: Provided always that it shall and may be lawful for the said Company to increase its capital stock to a 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 agree upon. increase. 3. For the purpose of organizing the said Company, the per- Provisional sons named in the first section of this Act shall be Provisional Directors. Directors thereof; and they, or a majority of them, may cause a stock book or books to be opened, upon which stock book or To open stock books shall be recorded the subscriptions of such persons as desire books. to become shareholders in the said Company; and such book or books shall be opened in the City of Montreal and elsewhere, at the discretion of the said Provisional Directors, and shall remain open so long as they deem it necessary. of Directors. 4. When and so soon as one hundred thousand dollars of the General meetsaid capital stock shall have been subscribed as aforesaid, and not ing for election less than ten 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 in the City of Montreal,-giving at least ten days' notice thereof in the "Canada Gazette" and also in Notice. some daily newspaper published in the said city: at which general meeting the shareholders present in person or by proxy, shall elect seven Directors in the manner, and qualified as hereinafter Qualification provided, who shall constitute a Board of Directors and shall hold office as hereinafter provided: Provided always that no person shall be eligible to be or continue a Director, unless he shall hold in his own name and for his own use, at least ten shares of the capital stock of the Company and shall have paid all calls thereon and all liabilities incurred by him to the Company: and the shareholders 301 for Director. |