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Ross, John Gibson, Nathaniel L. West, John P. Mott and Edward Smith, and they shall hold office until the annual meeting of the shareholders of the Company, in January

next.

to dissolve

9. In case it should at any time happen that an election Failure of of Directors of the said Company should not be made on election not any day when pursuant to this Act it should have been Corporation. made, or any other business necessary to the carrying out the provisions of this Act may not have been done, 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 election or transact such other business at a special general meeting to be called for that purpose by the Directors, who shall continue in office until a new election is made.

10. At all general meetings of the said Company, each Votes on shareholder shall be entitled to give one vote for every share shares. held by him for not less than fourteen days prior to the time of voting, upon which all calls then due have been paid up; such votes may be given either in person or by proxy, the Proxies. holder of any such proxy being himself a shareholder; and all questions proposed for the consideration of the shareholders shall be determined by the majority of votes-the Casting vote. chairman presiding at such meeting having the casting vote in case of an equality of votes.

11. At the annual meeting of the shareholders, to be held Annual meetin the month of January in each year, the election of Direc- ing and proceedings tors shall be held and all business transacted without the thereat. necessity of specifying such business in the notice of such meeting; and at such meeting a general balance sheet and statement of the affairs of the Company, with a list of the shareholders thereof, and all such further information as may be required by the by-laws, shall be laid before the shareholders. Special general meetings of the shareholders may be Special meetcalled in such manner as may be provided for by the by-laws, ings; who to preside. and at all meetings of the shareholders the President, or in his absence, a director or shareholder chosen by the shareholders, shall preside, who in case of an equality of votes Casting vote. shall give the casting vote in addition to his vote as a shareholder.

Directors.

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

13. The Directors of the Company, at a meeting held for Dividends. such specified purpose, may, out of the profits, declare such annual or semi-annual dividends upon the capital stock as

they

Powers of

for marine in

surance.

they shall deem justified by its business, so that no part of the capital thereof be appropriated to such dividends.

14. The said Company shall have power and authority to the Company make and effect contracts of insurance with any person or persons, body politic or corporate, against loss or damage by fire, storm or tempest, or other peril of navigation, or from any other cause of, or to ships, boats, vessels or other craft navigating the ocean, lakes, rivers or high seas or other navigable waters whatsoever from any port or ports in Canada to any other port or ports in Canada, or to any foreign port or ports upon the oceans, lakes, rivers, or other navigable waters aforesaid, or from one foreign port to another foreign port, or from any foreign port or ports to any port or ports in Canada or elsewhere, upon all or any of the oceans, lakes, rivers and navigable waters aforesaid, and against any loss or damage of, or to the cargoes or property conveyed in or upon such ships, boats, vessels or other craft, and the freight due or to grow due in respect thereof, or of, or to timber or other property of any description conveyed in any manner upon any of the oceans, lakes, rivers or navigable waters aforesaid, and generally to do all matters and things relating to or connected with marine insurance as aforesaid; and to make and to grant all policies therein and thereupon; and Re-insurance. to cause themselves to be insured against any loss or risk they may have incurred in the course of their business; and generally to do and perform all other necessary matters and things connected with, and proper to promote those objects; and all policies or contracts of insurance issued or entered into by the said Company, shall be signed by the President, and 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 signed and countersigned shall be deemed valid and binding upon the Company, according to the tenor and meaning thereof.

Policies how signed.

Power to hold real estate.

funds.

15. The Company shall have power to acquire and hold such real estate as may be necessary for the purpose of its business, to the extent of thirty thousand dollars, and to sell or dispose of the same, and acquire other property in its Investment of place, as may be deemed expedient; and any of the paid-up capital of the Company, not considered necessary to be kept on hand for the payment of losses or expenses, shall be kept invested at interest upon approved securities of either real or personal property, as may seem best to the Directors; but no part thereof beyond the sum absolutely necessary for procuring the necessary buildings for the purpose of conducting the business of the Company, shall be invested in real estate; nor shall any part thereof be lent on bottomry or respondentia, or on mortgage of ships and vessels; but mortgages of other personal property may be held by the Company to secure a debt; nor shall the funds

of

Directors.

of the Company be employed in merchandise, nor shall the Not to be emCompany carry on trade as a merchant, nor shall any divi- ployed in trade, &c. dend be made of any part of the capital stock, nor shall any Nor lent to part of the capital stock be loaned, directly or indirectly, to any Director of the Company, nor shall any Director be a party to any security for any such loan, and no stockholder to whom any part of the capital stock shall have been lent shall be eligible as a Director during the continuance of such loan.

certain pur

16. The Directors shall have full power and authority By-laws may from time to time to make, and from time to time to alter, be made for such by-laws, rules, regulations and ordinances as shall poses. appear to them proper and needful, touching the wellordering 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 increasing or decreasing of the number of Directors, the increasing of the capital stock, the making of calls on the subscribed capital, the issue and allotment of shares, the appointment and removal of officers and agents of the Company, the regulation of their powers and duties and the remuneration to be paid to them, the regulation of the transfer of stock and the form thereof, the compensation of Directors, the establishment and regulation of agencies, and the determining of rates, rules and conditions under which the Company's policies shall be issued, transferred or re-purchased: Provided, that such by-laws, rules, Proviso: byregulations and ordinances, and all alterations therein, shall laws must be be submitted by the Directors to the shareholders at a general meeting of the Company, and shall have no force or effect unless and until they are approved by a majority of the voters at such meeting.

confirmed.

and agencies.

17. The chief place of business of the Company shall be Chief place in the City of Halifax, and the said Company shall have of business full power and authority to comply with the laws of any province, state or country wherein it proposes to carry on business, so far as such laws are not inconsistent with the provisions of this Act or with the laws of Canada, and to appoint therein, under the seal of the Company, local managers, agents or other officers.

to trusts.

18. The Company shall not be bound to see to the execu- Company not tion of any trust, whether expressed, implied or construc- bound to see tive, to which any share or shares of its stock may be subject; and the receipt of the person in whose name any share stands in the books of the Company, or if it stands in the name of more parties than one, the receipt of one of the parties shall be a sufficient discharge to the Company for any money paid in respect of such share or shares, unless express notice to the contrary has been given to the Com

pany;

Directors

pany; and the Company shall not be bound to see to the application of the money paid upon such receipt, whether given by one of such parties or all of them.

19. If the Directors of the Company declare and pay any liable for any dividend when the Company is insolvent, or any dividend, dividend paid out of capital. the payment of which renders the Company insolvent or diminishes the capital stock thereof, the Directors declaring such dividend shall be jointly and severally liable, as well to the Company as to the individual shareholders and creditors thereof, for the amount of the dividend or diviAny Director dends so paid; but if any Director present when such divimay avoid re- dend is declared do forthwith, or if any Director then absent sponsibility, and how. do, within twenty-four hours after he shall have become aware thereof, and able to do so, enter in the minutes of the Board of Directors his protest against the same, and do, within eight days thereafter, publish such protest in at least one newspaper published at or as near as may be possible to the head office of the Company, such Director may thereby, and not otherwise, exonerate himself from such liability.

Inspection of books and securities.

License must

be obtained

for inland

ness.

38 V., c. 20.

20. The books of the Company shall, at all times, be open to the examination of such persons as the Governor General in Council shall appoint to inspect the same.

21. The Company shall not enter upon the business of Inland Marine Insurance unless and until it shall have marine busi- obtained a license from the Minister of Finance, in accordance with the provisions of the "Act to amend and consolidate the several Acts respecting Insurance, in so far as regards Company to Fire and Inland Marine business," and the Company shall be be subject to subject to the provisions of all general laws now in force, or law. that may hereafter be in force, respecting Marine Insurance Companies.

any general

CHAP. 74.

Preamble.

37 V., c. 89.

An Act to amend the Act to incorporate "The Ottawa
Agricultural Insurance Company."

WH

[Assented to 28th April, 1877.]

HEREAS doubts have arisen as to the interpretation of the words "detached property," in the sixth line of the fourth section of the Act thirty-seventh Victoria, chapter eighty-nine; and whereas it is desirable and expedient to remove the same: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

Sect. 4 ex

1. The words "detached property," in the sixth line of the 37 V., c. 89. fourth section of the Act thirty-seventh Victoria, chapter plained as to eighty-nine, of the Statutes of Canada, shall be held and "detached construed, for all the purposes of the said Act and of this Act, property." to mean and include, and to have always meant and included, the following descriptions of property to wit: churches, convents, schools, colleges and other educational establishments, court houses and gaols, and generally all isolated and detached buildings, whether of a public or private character.

CHAP. 75.

An Act to amend the Act incorporating the Union Life and Accident Assurance Company of Canada, and to change the name thereof to the "Union Assurance Company of Canada."

[Assented to 28th April, 1877.]

WHEREAS application hath been made by petition that Preamble

the name of the Company, and its chief place of business, may be changed, and that further corporate powers may be granted to the Company; 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. The corporate name of the said Company is hereby Name changed to that of "The Union Assurance Company of changed. Canada."

2. The chief place of business of the said Company shall, Chief place after the passing of this Act, be in the city of Toronto, of business. instead of the city of Hamilton, and the word "Toronto" shall be, and is hereby substituted for the word " Hamilton," wherever the said word Hamilton occurs in the said cited Act incorporating the Company.

amount of

upon interest.

3. The Directors may, if they think fit, receive from any Company shareholder willing to advance the same, all or any part of may receive the amount due on the shares held by such shareholder, be- shares in adyond the sums then actually called for; and upon the moneys vance and so paid in advance, or so much thereof as shall, from time to time, exceed the amount of the calls then made upon the shares in respect of which such advance shall be made, the Company may, out of the profits of the said Company, pay interest at such rate, not exceeding ten per cent. per annum, as the shareholder paying such sum in advance and the Directors shall agree upon.

CHAP

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