Number of shareholders shall have power to increase the number of Directors Directors may at any general meeting, to any number not exceeding eleven, or to reduce them to any number not less than five. be altered. Payment of shares. Cases. 5. The shares of the capital stock subscribed for shall be paid in 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 thirty days' notice thereof shall be given; and executors, administrators and curators paying instalments upon the shares of deceased shareholders, shall be, and are hereby Amount to be respectively indemnified for paying the same: Provided always paid in before that it shall not be lawful for the said Company to commence Commencing the business of accident insurance until a sum of not less than twenty-five thousand dollars shall have been actually paid in on account of the subscribed stock. business. Directors. rotation. cies. Election of Directors. Place and time of election. 6. The stock, property, affairs and concerns of the said Company shall be managed and conducted by the said Directors, one Retirement by of whom shall be chosen President and one Vice-President; three of the said Directors shall, in rotation, retire each year, and the three who shall first retire shall be determined by the Directors, by lot, and so in rotation, but any retiring director shall be eligible for re-election: if any vacancy should at any time happen Filling vacan- amongst the said Directors, by death, during the term of office of any Director, such vacancy shall be filled for the remainder of the term by the remaining Directors, or the majority of them, electing, in such place or places, a shareholder or shareholders eligible for such office. All elections of Directors shall be made and take place at the annual general meeting of the shareholders to be holden at the head office of the Company or elsewhere in Montreal on the first Wednesday in January 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 Directors and then due; and all such elections shall be by ballot; and the persons who shall have the greatest number of votes, shall be Directors; and if two or three persons have an equal number of votes, in such manner that a greater number of persons shall appear to be chosen as Directors than should have been chosen, then a second vote on the names of such persons shall be taken, and so on until the proper number of persons shall be elected; and the said Directors, as soon as may be after the said election, shall proceed in like manner to elect, by ballot, one of their number to be the President and one to be the Vice-President. Voters and manner of voting. Ties. Election of officers. Provision in of election. 7. In case it should at any time happen that an clection of case of failure 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 electino 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. and manner of 8. At all general meetings of the said Company each share- Qualification holder shall be entitled to give one vote for every share held by voting. him for not less than fourteen days prior to the time of voting, upon which all calls then due shall have been paid; such votes may be given either in person or by proxy,-the holder of such proxy being himself a shareholder; and all questions proposed Determination for the consideration of the shareholders shall be determined by of questions, the majority of votes,-the Chairman presiding at such meeting having the casting vote in case of an equality of votes. of instalments 9. If any shareholder shall refuse or neglect to pay the instal- Forfeiture for ments due upon any share or shares held by him, the Directors non-payment may forfeit such share or shares together with the amount pre- and sale of viously paid thereon, in such manner as may be provided by the shares. by-laws; and such forfeited share or shares may be sold at a 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 that if the money realized by any sale of shares be more than sufficient to pay all arrears and to owner. interest, together with the expenses of such sale, the surplus of such money shall be paid on demand to the owner; and no more shares shall be sold than shall be deemed necessary to pay such arrears, interest and expenses. Proviso: arrears before 10. If payment of such arrears of calls, interest and expenses Payment of be made before any share so forfeited shall have been sold, such sale of shares share shall revert to the owner as if the same had been duly paid forfeited. before forfeiture thereof; and in all actions or suits for the recovery of such arrears or calls, it shall be sufficient for the Company to quired in suits Allegations reallege that the Defendant being the owner of such shares, is for calls. 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 action hath accrued to the Company by virtue of this Act; and on the trial it shall not be necessary to prove the appointment of the Directors who made such calls, or any other matter whatsoever Proof in such other than what is before mentioned: a copy of any by-law, rule, cases, and of By-laws, &c. 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 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. Directors. 11. At all meetings of the Directors, three shall constitute a Meetings of quorum for the transaction of business, of whom the President or Vice-President shall be one, and shall preside at such meetings, Powers of Company to effect insur ance. Business at except in case of illness or absence, when the Directors present may choose out of their number a chairman for such meeting. 12. The Company shall have power and authority to make and effect contracts of insurance with any person or persons, body politic or corporate, against all accidents or casualties of whatsoever nature or from whatsoever cause arising either to person or property, (not including fire or marine insurance), whereby the insured may suffer loss or injury, or be disabled; or in case of death from any accident, secure to the representative of the person assured the payment of a certain sum of money, upon such terms and conditions as may be agreed upon. 13. At the annual meeting of the shareholders, the election of annual meet Directors shall be held and all business transacted, and a general ings. Statement of affairs. balance sheet and statement 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 shareSpecial general holders: special general meetings of shareholders may be called meetings: who in such manner as may be provided for by the by-laws; and at at meetings. all meetings of the shareholders, the President, or in his absence the Vice-President, 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. shall preside Power of for certain purposes. 14. The Directors shall have full power and authority to make, make by-laws 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 Manager, 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 and removal of officers and agents of the Company, the regulation of their powers and duties, and the salaries and allowances to be paid to them; the regulation of the transfer of stock, and the form thereof; the the compensation of Directors; and the establishment and regulation of agencies: Provided that such by-laws do not contravene the provisions of this Act, and are not contrary to law. Proviso. Company may 15. The Company shall have power to acquire and hold such real estate as it may require for the purposes of its business, within the Dominion of Canada or elsewhere, not exceeding the annual value of five thousand dollars; and to sell and 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 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 otherwise its funds. otherwise obtained; and the Company may invest its funds or any Investment of part thereof in the public securities of the Dominion of Canada or of 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. 16. No transfer of any share of the said Company shall be valid Transfer of until entered on the books of the said Company according to such shares. 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 Proviso. 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. holders. 17. In the event of the property and assets of the said Company Limited liab being insufficient to liquidate its debts, liabilities and engagements, lity of sharethe 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. 18. This Act and the Company hereby incorporated, and the 31 Vict., cap. exercise of the powers hereby conferred, shall be subject to the 18, and 34 V., c. 9 to apply. 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. CAP CVI. An Act to incorporate the Dominion Trust Company. WH [Assented to 14th June, 1872.] HEREAS C. J. Campbell, Alexander T. Fulton, W. G. Cassels, Preamble. L. Moffatt, John McMurrich, A. R. McMaster and Wm. Gooderham have by their petition prayed that they may be incorporated under the name and style of the "Dominion Trust Company," for the purpose of executing trusts, and the transaction of all business in connection therewith; and whereas 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: 1. The several persons hereinbefore named, and such other Incorporation, persons as may hereafter become shareholders in the Company by Corporate name. Business of the Courts may Company's af this Act created, and their assigns, are hereby constituted and declared to be a corporation, under the name and style of the "Dominion Trust Company," and by that name shall have perpetual succession and a common seal, and may sue and be sued in all courts of law and equity. 2. The Company are hereby authorized and empowered to accept and execute all such trusts of every description as may be committed to them by any person or persons, or by any corporation, or by any court of law or equity in the Dominion; and to take and accept by grant, assignment, transfer, devise or bequest and hold any real or personal estate on trusts created in accordance with law, and execute such legal trusts with regard to the same, upon such terms with regard to remuneration and otherwise as may be agreed on; and they are also authorized generally to act as agents or attorneys for the transaction of business, the management of estates, the collection of rents, interest, dividends, mortgages, bonds, bills, notes and other securities. 3. In all cases where an application shall be made to any court of law for the appointment of any trustee, receiver, administrator, committee of any lunatic, guardian or assignee, (other than under any Act respecting insolvency) it shall be lawful for the said court to appoint the said Company, with their consent, to hold such office or offices; and the accounts of the said Company in respect thereof shall be regularly settled and adjusted under the directions of such courts respectively; and in passing such accounts the company shall be entitled to all proper and usual charges costs, expenses and allowances. 4. The affairs of the Company and management thereof, and fairs subject to the securities held by them, shall be subject to inspection at such inspection. times and in such manner, as the said court may by general order Liability of direct. 5. The liability of the said Company to the persons interested the Company. in the estates held by them in any fiduciary capacity under the provisions of this Act, shall be the same as if the said estates had been held by any private person in such capacity; and their power shall be the same; and the whole of the capital stock of the Company, together with its property and effects, shall be taken and considered as security for the faithful performance of their duties as aforesaid, and shall be absolutely liable in case of any loss or default; but no shareholder of the Company shall be liable Shareholders. for or charged with the payment of any debt or demand due from the Company, beyond the extent of his shares in the capital of the Company not paid up. And of the Company. Investment of 6. The Company are empowered to lay out and invest their moneys of the capital in the first place in paying and discharging all costs and expenses incurred in the application for and obtaining this Act; and the remainder thereof, or such part thereof as may from time to |