Proviso. Scale of votes. Proxies. Ties at Vacancies how filled. Annual statement of affairs. Provision in case of failure of election. Powers of Directors as to by-laws. year as a majority of the Directors may appoint, after giving thirty days' notice thereof in at least one newspaper published in the Cities of Toronto and Montreal respectively; and the stockholders present at such meeting, either in person or by proxy, shall proceed to elect by ballot the Directors for the ensuing year: Provided that nothing herein contained shall be held to render the retiring Directors ineligible for re-election. 8. Each stockholder shall be entitled to one vote for each share he shall hold in his own name at least one month prior to the time of voting, upon which all calls then due shall have been paid; and all votes given at any meeting may be given either personally or by proxy, the holders of such proxies being stockholders authorized by writing under the hands of the stockholders nominating them; and any proposition at any such meeting shall be determined by a majority of the votes of the parties present, including proxies; and if two or more persons have an equal number of votes in such a manner that a greater number of persons shall appear to be chosen as Directors than is provided for by this Act, then the Directors who shall have a greater number of votes or a majority of them shall determine which of such persons so having an equal number of votes shall be a Director or Directors, so as to complete the full number required to be elected. 9. If any Director shall die, resign or become disqualified or incompetent to act as a Director, or shall cease to be a Director through any other cause, the remaining Directors, if they think proper so to do, may elect in his place any stockholder duly qualified to be a Director; and the stockholder so elected to fill up such vacancy shall continue in office until the first annual meeting thereafter. 10. At the annual general meeting of the Company, and before the shareholders then assembled, the Board of Directors shall exhibit a full and unreserved statement of the affairs of the Company, of the funds, property and securities,-shewing the amount of real estate, of bonds and mortgages and other securities and investments, and the amount due to and by the said Company. 11. If it shall happen at any time, or for any cause, that an election of Directors shall not be made on any day, when pursuant to this Act or the ordinances of the Company, it ought to have been made, the said corporation shall not for that cause be dissolved; but it shall be lawful on any other day to hold and to make an election of Directors in such manner as may have been regulated by the by-laws of the Company; and the Directors in office shall so continue until a new election shall have been made. 12. Any number of the Directors of the Company, being a majority thereof, shall have full power and authority to make, prescribe and alter such by-laws, rules, or ordinances and regulations, as shall appear to them right, proper and needful, touching the the government, management and well ordering of the Company, its business and affairs, servants and agents; the rates and amount on any one risk of insurance; the terms and conditions of policies, and the mode of issuing the same; the calling of special general meetings; the management and control of local boards, and of the stock, property, estate, and effects of the Company: and also to call in any instalment or instalments of the subscribed stock at such times or seasons and in such manner as they may see fit, -giving due notice thereof as hereinafter provided; and also to Calls. declare and cause to be paid or distributed to the respective shareholders of the Company any dividend or dividends at such times Dividends. and seasons as they may deem expedient: and also to appoint a Manager, Secretary, Treasurer and other officers, or any of them, with such salary or allowance to each, as may be agreed upon, and to take security for the due performance of their respective duties as such Directors shall think advisable: Provided always, that for Proviso. the purposes in this section mentioned, a majority of the Directors shall be present, except as hereinafter specially provided. Officers. Directors. 13. There shall be, as may be fixed by the by-laws of the Com- Meetings of pany, a weekly, fortnightly or monthly meeting of the Directors, and any three or more of the Directors shall be a quorum for the general management of the business and affairs of the Company; and at all meetings of the Directors, all questions shall be decided by a majority of the voices or votes; and in case of an equality of Majority to votes, the President, Vice-President or Presiding Director shall Casting vote. give a casting vote over his proper vote as a Director. decide. 14. All policies, cheques and other instruments, issued or Signing entered into by the said Company, shall be signed by the Presi- policies, cheques, &c. dent or Vice-President, and countersigned by the Manager or Secretary, or as otherwise directed by the rules and regulations of the Company, in case of their absence; and being so signed and countersigned shall be deemed valid and binding upon the Company according to the intent and meaning thereof. made. 15. The Directors may make such calls upon the respective Calls how shareholders, in respect of the shares subscribed or held by them Forfeiture respectively, as they may from time to time deem expedient; and for nonif any shareholder refuse or neglect to pay to the said Directors, payment. or to such person or persons as they may appoint, and at such place, the instalments called for, due or to become due upon any share or shares held by him, when required so to do, he shall forfeit his shares together with the amount paid thereon; and such forfeited share or shares, may be sold by the Directors, after such notice to the holder thereof as they may direct, and the money arising from such sale, shall be applied for Proviso. the purposes of this Act: Provided always, that the Directors shall Calls may be have power to enforce such calls of payments by law; and in any suit. Proof in action for the payment of calls, it shall be sufficient to prove that such case. the defendant is the holder of one or more shares, that such calls were in fact made, and that notice was given as directed by this recovered by Act; Transfer of shares. Proviso. Lien on shares. Liability of shareholders limited. Shares personalty. Dividends limited. Places of business. Suits by or against Company Act and Act; and it shall not be necessary to prove the appointment of the 16. No transfer of any share or shares of the capital sicek of the said Company shall be valid until entered in the books thereof, according to such form as the Directors may from time to time determine; and until the whole of the said share or shares of the said Company are paid up, it shall be necessary to obtain the consent of the majority of the Directors to such transfer being made: Provided always that no stockholder indebted to the said 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. 17. Each shareholder shall be individually liable to the creditors of the Company to an amount equal to the amount unpaid on the stock held by him, for the debts and liabilities thereof, but no further. 18. All shares in the said Company shall be deemed personal property. 19. No dividend shall be declared or paid out of the capital stock of the Company; nor shall any dividend out of the net profits be declared or paid unless the said capital shall be unimpaired. 20. The operations and business of the Company shall be carried on at such place in the City of Toronto as the said Board may direct; but agencies, with or without Branch Boards of Directors, may be established elsewhere as the said Board may deem expedient. 21. Suits against the Company may be prosecuted or maintained by any shareholder therein, and no shareholder of the Company shall be incompetent as a witness in any proceedings by or against the Company. 22. This Act, and the Company hereby incorporated, and the subject to 31 exercise of the powers hereby conferred, shall be subject to the V., c. 48, and provisions contained in the Act thirty-first Victoria, chapter 34 V. c. 9, &c. forty-eight, as amended by the Act thirty-fourth Victoria, chapter nine, and to such other legislation on the subject of insurance as may from tme to time be passed. CAP. CAP. CIV. An Act to incorporate the Canada Agricultural Insurance Company. [Assented to 14th June, 1872.] WHEREAS the Honourable Louis Archambault, M.P., the Preamble. Honourable Asa Belknap Foster, Senator, George B. Baker, M.P., Charles C. Colby, M.P., William H. Webb, M.P., Basile Benoit, M.P., Lieut. Col. Antoine Chartier de Lotbinière Harwood, D.A.G., Asa Westover, Erastus O. Brigham, Edmund L. Chandler, David A. Manson and Edward H. Goff, have by their petition represented that the establishment of an association for the insurance of farm property and residences against loss and damage by fire and lightning, would be greatly beneficial to the interests of the people of Canada, especially as there is no company in Canada that confines its business to this class of risks, and have prayed that they may be incorporated for the purpose of carrying on a business of this description, by the name of the "Canada Agricultural 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. The several persons mentioned in the preamble, together Company Incorporated. with all such persons as now are, or shall hereafter become members of the said Company, and their respective administrators, executors and assigns shall be and are hereby constituted and declared to be a corporation, body politic and corporate, under the name of "The Canada Agricultural Insurance Company ;" and Name. shall be legally authorized to make and effect contracts of insurance with any person or persons, body politic or corporate, against loss or damage by fire or lightning, on dwellings, barns and outbuildings, with their contents, and other detached property, for such time, and for such premiums or considerations, and Business of under such modifications and restrictions, and upon such condi- the Company. tions 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 reinsured against any loss or risk they may incur in the course of their business; and generally to do and perform all other necessary matters and things connected with and proper to promote the objects aforesaid. under seal and 2. All policies or contracts of insurance issued or entered into Policies to be by the said Company, shall be under the seal of the said Company, by whom and shall be signed by the President or Vice-President, and signed. countersigned by the Managing Director or Secretary, or otherwise, as may be directed by the by-laws, rules and regulations of the Company; and being so sealed, signed and countersigned shall be deemed deemed valid and binding upon them, according to the tenor and Chief place of meaning thereof; and the chief place of business of the said Company shall be in the City of Montreal. business. Capital stock and shares. 3. The capital stock of the said Company shall be five hundred thousand dollars, divided into five thousand 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, subject to the provisions of this Act: Provided always, that it shall be lawful for the said Company Proviso: for to increase its capital to one million dollars, as a majority of the shareholders at a special general meeting, to be expressly convened for that purpose, may agree upon. increase. Provisional Το open stock First general meeting and election of Directors. 4. For the purpose of organizing the said Company, the persons named in the preamble to this Act, together with the Honorable John Henry Pope, M.P., the Honourable Lucius Seth Huntingdon, Q.C., M.P., and Matthew H. Cochrane 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 in the Company; and such books shall be opened in the City of Montreal and elsewhere and for such time as the Provisional Directors shall deem necessary. 5. When and so soon as two hundred thousand dollars of the said capital stock shall have been subscribed as aforesaid and 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 some daily newspaper published in the said City: at which general meeting the shareholders present, in person or by proxy, shall elect fifteen directors, in the manner and qualified as hereinafter provided, who Term of office. shall constitute a Board of Directors, and shall hold office until the first Wednesday, in January, in the year following their election. Calls on shares. 6. The shares of 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 one month's notice thereof shall be given: Proviso: as to Provided always, that it shall not be lawful for the said Company to commence the business of fire insurance until a sum not less than fifty thousand dollars shall have been actually paid in on the subscribed stock. commencing business. Directors, &c., annual general meetings. 7. The stock, property, affairs and concerns of the said Company shall be managed and conducted by fifteen Directors, one of whom, shall be chosen President and one Vice-President, who, excepting as hereinbefore 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 the |