the place where the same is payable, and the rate of interest payable thereon, and such other particulars as the directors from time to time deem necessary.

2. The debentures may be in the form of the schedule to Form of this Act, or to the like effect.

debentures.

15. The directors may set aside out of the profits of the Reserve fund. Company such sum as they think proper as a reserve fund to meet contingencies or for equalizing dividends, or for repairing, improving and maintaining any of the property of the Company, and for such other purposes as the directors shall, in their absolute discretion, think conducive to the interests of the Company, and may invest the several sums so set aside upon such investments (other than shares of the Company) as they may think fit, and may from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company, and may divide the reserve fund into such special funds as they think fit, with full power to employ the assets constituting the reserve fund in the business of the Company, and that without being bound to keep the same separate from the other assets. Provided always that the investment of the reserve fund shall be subject to the limitations contained in section 20 of The Loan Companies Act, Canada, 1899.

16. The appointment and removal of the auditors of the Auditors. Company, and the determination as to the remuneration of directors and auditors, shall be exercised at general meetings of the Company, and the auditors shall not necessarily be shareholders; provided, that in the case of the death or failure to act of any such auditor, the directors may appoint an auditor in his place.

17. Sections 7, 18, 38 and 39 of The Companies Clauses R.S.C., c. 118. Act shall not apply to the Company.

18. The following provisions of The Loan Companies Act, 1899, c. 41. Canada, 1899, shall apply to the Company and be incorporated with and construed as a portion of this Act, namely:

Section 20, omitting therefrom all the words from the beginning thereof down to and including the word "patent" in the third line thereof and substituting therefor the words "The Acadia Loan Corporation shall";

Sections 22 and 25;

Section 26, omitting therefrom the words "section 21 hereof" in the tenth line thereof and substituting therefor the words "section 13 of the Act passed in the session held in the sixty-third and sixty-fourth years of Her Majesty's reign intituled: An Act to incorporate the Acadia Loan Corporation";

Sections 27, 29, 30, 31, 32, 33, 34, 35, 36, 38, 42, 43, 44 and 45.

Construction of 1899, c. 41.

19. Wherever in the sections of The Loan Companies Act, Canada, 1899, referred to in this Act, the expression "a company," "any company" or "any company subject to the provisions of this Act" occurs, such expression shall be construed to mean "the Company."

Under the authority of an Act of the Parliament of Canada,

63-64 Victoria, chapter

The Acadia Loan Cor

poration promises to pay to

dollars on the

or bearer, the sum of day of

in the year of our Lord, One thousand nine hundred, at
the
with interest at the rate of

per cent

per annum, to be paid half-yearly on presentation of the proper coupon for the same as hereunto annexed, say on the

day of

in each year, at the office of the
Executed and dated at

and the

day of

the

per cent per annum, payable at the office of the

C. D.,

Manager.

A. B.,

President.

OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the Queen's

most Excellent Majesty.

CHAP. 87.

An Act to incorporate the Accident and Guarantee
Company of Canada.

[Assented to 7th July, 1900.]

WHEREAS the persons hereinafter named have, by their Preamble.

petition, prayed that it be enacted as hereinafter set forth, and 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. William Duncan McLaren, John B. Clarkson, John IncorporaHobart Forbes, Hugh Gilzean Reid, and Herbert Henry Pick, tion. all of the city and district of Montreal, together with such persons as become shareholders in the company, are incorporated under the name of "The Accident and Guarantee Corporate Company of Canada," hereinafter called "the Company."

name.

directors.

2. The persons named in section 1 of this Act are con- Provisional stituted provisional directors of the Company, a majority of whom shall be a quorum, and they may forthwith open stockbooks, procure subscriptions of stock for the undertaking, make calls on stock subscribed and receive payments thereon, and they shall deposit in a chartered bank in Canada all moneys received by them on account of stock subscribed, or otherwise received by them on account of the Company, and may withdraw the same for the purposes of the Company only, and may do generally whatever is necessary to organize the Company.

3. The capital stock of the Company shall be one million Capital stock. dollars, divided into shares of one hundred dollars each.

2. The directors may, after the whole capital stock has been Increase of subscribed and fifty per cent paid thereon in cash, increase capital. the capital stock, from time to time, to an amount not exceeding two million dollars; but the stock shall not be increased until a resolution of the board of directors authorizing such increase has been submitted to and confirmed by two-thirds

Head office.

Branches.

First general meeting.

Election of directors.

Qualification of directors.

Number of

shares held to be limited.

Calls.

Accident insurance.

in value of the shareholders present or represented by proxy at a special general meeting of the shareholders duly called for that purpose.

4. The head office of the Company shall be in the city of Montreal, in the province of Quebec, but branches, sub-boards or agencies may be established and maintained, either within Canada or elsewhere, in such manner as the directors from time to time determine.

5. As soon as one hundred thousand dollars of the capital stock have been subscribed and ten per cent of the amount subscribed paid into some chartered bank in Canada, the provisional directors shall call a general meeting of the shareholders at some place to be named in the said city of Montreal, giving at least ten days' notice of such meeting by registered letter sent postpaid to the last known address of each shareholder.

2. At such meeting and at each annual meeting the shareholders present or represented by proxy, who have paid not less than ten per cent on the amount of shares subscribed for by them, shall elect a board of directors, which shall consist of not less than seven nor more than twenty members, a majority of whom shall be a quorum.

3. No person shall be a director unless he holds in his own name and for his own use at least twenty shares of the capital stock of the Company and has paid all calls due thereon and all liabilities incurred by him to the Company.

6. The largest amount of stock which any person shall hold in the Company, at any one time, shall be two hundred shares; provided that the directors may at any time, by by-law, provide that any person may hold such greater number of shares of the capital stock as is provided in such by-law; but such by-law shall have no effect until it has been submitted to and confirmed by two-thirds in value of the shareholders present or represented by proxy at a special general meeting of the shareholders duly called for that purpose.

7. The shares of the capital stock subscribed for shall be paid as follows: ten per cent on subscription, ten per cent on the allotment of the stock and the balance by such calls or instalments and at such times and places as the directors appoint, the first of which calls or instalments shall not exceed twenty per cent, and no subsequent instalment shall exceed ten per cent, and not less than thirty days' notice of the calling of any subsequent instalment shall be given, and such notice shall be given by registered letter mailed postpaid to the last known address of each shareholder.

8. The Company may make contracts of insurance with any person against any accident or casualty of whatsoever nature

or from whatsoever cause arising to individuals, whereby the insured may suffer loss or injury or be disabled, including sickness not ending in death, or in case of death from any accident or casualty, not including sickness, securing to the representative of the person insured, the payment of a certain sum of money, upon such terms and conditions as are agreed upon; and in like manner may also make contracts of indemnity with any person against claims or demands of the workmen and employees of such person, or of the legal representatives of such workmen and employees, with respect to accidents or casualties of whatsoever nature and from whatever cause arising, whereby the insured suffers or may suffer pecuniary loss, or incurs or may incur costs and expenses.

2. The Company may also

(a.) guarantee the fidelity of persons filling or about to fill situations of trust or confidence, and the due performance and discharge by such persons of all or any of the duties and obligations imposed on them by contract or otherwise;

(b.) guarantee the due performance and discharge by receivers, official and other liquidators, committees, guardians, executors, administrators, trustees, attorneys, brokers and agents, of their respective duties and obligations;

(c.) guarantee persons filling or about to fill situations of trust or confidence against liabilities in connection therewith, and in particular against liability resulting from the misconduct of any co-trustee, co-agent, sub-agent or other person.

Guarantee insurance.

3. The Company may also cause itself to be insured against Re-insurance. any risk it may have undertaken in the course of its business.

business

may be

4. The Company shall not engage in the business of accident When insurance, including sickness, until at least forty thousand dollars of capital stock shall have been paid into the funds of the commenced. Company to be appropriated only for the purposes of the Company under this Act; and the Company shall not commence the business of guarantee insurance until its subscribed capital has been increased to at least two hundred thousand dollars and an additional amount of fifty thousand dollars shall have been paid thereon into the funds of the Company under this Act; provided that the amount so paid in by any shareholder shall not be less than ten per cent upon the amount subscribed by such shareholder.

9. The Company may invest any of its funds in accordance Investment with the terms of subsections 7, 8, 9 and 10 of section 50, and powers. also with the terms of section 51 of The Insurance Act, and the Company may call in the said investments as occasion may require.

10. The Company may invest or deposit such portion of its Foreign funds in foreign securities as is necessary for the maintenance securities. of any foreign branch.