limitation of

10. It shall and may be lawful for any person or persons to Temporary subscribe for such and so many shares as he, she, or they may number of think fit, not however exceeding during the first month after the shares. subscription books are opened, one hundred shares: Provided, never- Proviso. theless, that after the expiration of such first month, there shall be no limitation to the subscription for or acquisition of any number of shares.

payment of

11. If any shareholder shall refuse or neglect to pay the instal- Forfeiture of ment due upon any share or shares held by him, he shall forfeit shares for nonsuch share or shares, together with the amount previously paid calls. thereon; and such forfeited share or shares may be sold at public sale by the Directors after such notice as they may direct, and the moneys arising therefrom shall, be applied for the purposes of this Act: Provided always thai in case the money realized by any Proviso: as sale of shares be more than sufficient to pay all arrears and interest to surplus on together with the expenses of such sale, the surplus of such money feited. shall be paid on demand to the owner; and no more shares shall be sold than what shall be deemed necessary interest, and expenses.

to pay

such arrears,

shares for

feiture.

Suits for

recovery of

:

tion and proof

12. If payment of such arrears of calls, interest and expenses Calls may be be made before any share so forfeited shall have been sold, such paid after forshare shall revert to the owner as if the same had been duly paid before forfeiture thereof; and in all actions or suits for the recovery of such arrears or calls, it shall be sufficient for the said Company to allege that the defendant, being the owner of such shares, is indebted to the said Company in such sum of money as the calls in arrear amount to, for such and so many shares, whereby an calls allegaaction hath accrued to the Company by virtue of this Act; therein. 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 other matters 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, Proof of by laws, rules, &c. 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.

13. At all meetings of Directors, four shall be a quorum for the Quorum of transaction of business; and all questions before them shall be Directors. decided by a majority of votes, and in case of an equality of votes the President, Vice-President or presiding Director shall give the casting vote in addition to his vote as a Director.

14. At the annual meeting of the shareholders, the election of Business to be Directors shall be held, and all business transacted, without the annual meet

transacted at

necessity ing.

necessity for specifying such business in the notice of such meetStatement of ing; and at such meeting a general balance sheet and statement

affairs.

Special

Special

of the affairs of the Company, with a list of all the shareholders thereof, and all such further information as shall be required by the by-laws, shall be laid before the shareholders. general meetings of shareholders may be called in such manner as may be provided for by the by-laws; and at all meetings of the shareholders, the President, or, in his absence, the Vice-President, &c., to preside. 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.

general meetings.

President,

Power of Directors to make by-laws, &c.

15. The Directors shall have full power and authority to make and from time to time to alter such by-laws, rules, regulations and ordinances as shall appear to them proper and needful, touching the well ordering of the Company; the management and 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 SubBoards 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 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, regulations and ordinances made submitted for by the Directors, as aforesaid, shall only be valid and binding until the next annual general meeting of the shareholders, unless they are then approved by such meeting, 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.

Proviso:

By-laws to be

approval of shareholders.

Power to hold real estate.

Investing funds.

16. The Company shall have power to acquire and hold real estate for the purpose of its business, of an annual value not exceeding five thousand dollars, and to sell or dispose of the same and acquire other property in its place as may be deemed expedient; and to take, hold, and acquire all such lands and tenements, real or immoveable estate, as shall have been bonâ 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 Canada, or any of the Provinces thereof, or in the stocks of any banks or building societies, or in the bonds or debentures of any incorporated city, town or municipality authorized to issue bonds or debentures, or in mortgages on real estate.

shares.

17. No transfer of any share of the said Company shall be Transfer of 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 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 in- Proviso. debted 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.

18. In the event of the property and assets of the said Company Liability of being insufficient to liquidate its debts, liabilities and engagements, shareholders. the shareholders shall be liable for the deficiency, but to no greater extent than the amount of the balance reinaining 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 hereinbefore provided for.

Proviso.

dividends.

19. The shareholders of the Company at the annual meetings Declaration of thereof may 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; and may also, by resolution, order that the holders of policies or other instruments, shall be paid such portion of the actual realized profits, in such Insured may proportions, at such time and in such manner as the said shareprofits. holders may direct; and may authorize the Directors to enter into obligations so to do either by endorsement on the policies or otherwise: Provided always that the holders of policies or other Proviso. instruments so prticipating in the profits, shall not be in any wise answerable or responsible for the debts of the said Company.

share in

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

САР.

CAP. CIII.

Preamble.

Incorporation.

Corporate

name.

What real estate the

Company may hold and on

what

conditions.

Business of

An Act to incorporate the Anchor Marine Insurance

Company.

[Assented to 14th June, 1872.]

HEREAS the Honorable William Pearce Howland, John McNab, James Watson, Robert W. Elliot, Frank Shanly, William B. Scarth, Alexander Fisher and others have by their petition prayed that they may be incorporated for the purpose of establishing a company in the City of Toronto for the transaction of the business of marine insurance, to be called the Anchor Marine Insurance Company; and whereas it is desirable to grant the prayer of their petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

1. The several persons herein before named and such other persons as may become shareholders in the Company to be by this Act created, shall be and they are hereby created, constituted and declared to be a corporation, body corporate and politic under the name and style of "The Anchor Marine Insurance Company;" and shall have power to acquire and hold real estate for the management of their business, not exceeding the yearly value of ten thousand dollars, and the same to sell and dispose of, and other to acquire as may be deemed expedient; and to take and hold any real estate bond fide mortgaged to the said company by way of security, or conveyed to them in satisfaction or payment of any debt previously contracted in the course of their dealings, or purchased at any sale under any judgment, execution or decree which may have been obtained for such debt, or by virtue of any proceeding at law or in equity, or acquired by purchase to avoid loss to the Company, and to hold the same for any period not exceeding five years, during which time the said Company shall be bound to sell and dispose of the same, or to institute the necessary proceedings for that purpose where it is necessary to have recourse to any court of law or equity therefor.

2. The said Company shall have power and authority to make the Company. with any person or persons all insurances connected with marine risks of navigation and transportation by water, against loss or damage either by fire or by peril of navigation of or to any vessel, steamer, boat or other craft, either seagoing or navigating upon lakes, rivers or navigable waters; and of or to any cargo, goods, merchandise, specie, bullion, jewels, bank notes, bills of exchange and other evidences of debt conveyed therein, or on any railway or stored in any warehouse or railway station while in transit; and of and to any timber or other property of any description borne or carried by water; and of and to any freight, profit, commission, bottomry or respondentia interest; and to cause themselves to be

reinsured

reinsured when deemed expedient against any loss or risk upon which they have made or may make insurance, and generally to do and perform all other matters and things necessary to such objects.

shares.

3. The capital of the said Company shall be five hundred thou- Capita and sand dollars, consisting of five thousand shares of one hundred dollars each; but it shall be lawful for the said Company from time to time to increase the capital stock to an amount not exceeding Increase. in the whole one million dollars, by a resolution adopted by a majority of the shareholders present at a meeting expressly convened for that purpose.

funds.

4. It shall be lawful for the said Company within the limits of Investment of Canada, to invest their funds or any part thereof, in loans upon public or landed securities, and the same to call in and to reloan as occasion may require; and in the purchase of mortgages upon real estate, the public securities of the Dominion or any Province thereof, the bonds and debentures of any municipal corporation, or the stock of any incorporated bank in Canada; and to sell and transfer the same as occasion may require: Provided always, that Proviso. the said Company shall not deal in any goods, wares or merchandize other than such as they shall become possessed of by virtue of any insurance made thereon, and which may be abandoned to

them.

Board of

5. The property, affairs and business of the Company shall be Provisional managed by a Board of not more than fifteen nor less than seven Directors. Directors, one of whom shall be chosen President and one VicePresident; which Board, in the first instance, and until others shall be appointed as hereinafter provided, shall consist of the persons named in the preamble of this Act, and they or a majority of them may cause stock books to be opened, upon which shall be recorded the subscriptions of such persons as desire to become shareholders. of the said Company.

6. So soon as the sum of one hundred thousand dollars shall First election have been subscribed as aforesaid, it shall be lawful for such sub- of Directors. scribers to proceed to the election by ballot of a Board of Directors at such time and place as the Provisional Board shall appoint,— giving fifteen days' notice thereof in one newspaper at least, published in the City of Toronto; which Directors shall be subscribers at the time of their election and during their continuance in office, to the amount of twenty-five shares each; and shall have power to choose from amongst themselves a President and Vice-President; and the said Directors shall hold office until the first annual general meeting of the shareholders thereafter: Provided always Proviso: as to that the said Company shall not begin the business of nsurance, commencing until the sum of at least two hundred and fifty thousand dollars shall have been subscribed, and ten per cent thereof paid up.

"business.

7. A general meeting of the shareholders of the said Company General shall be held in the City of Toronto on such day of each and every meeting

year voting.