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Directors.

Duties of first
Directors.

6. The corporate powers, property and business of the said Company, shall be exercised, conducted and managed by a Board of five directors.

7. It shall be the duty of the parties named in the first section of this Act, or a majority of them, to open books in the City of Montreal, for the subscription of the stock of the said Company, and so soon as one hundred thousand dollars of the said stock shall have been subscribed, and five per centum shall have been First general paid on account of the same, to organize the said Company, and to call a meeting of the shareholders by giving at least ten days' notice in two newspapers published in the City of Montreal, for that purpose.

meeting.

Election of
Directors.

Annual gen

and election of Directors.

8. It shall be the duty of the said shareholders, or so many of them as shall attend the meeting provided for in the last preceding section of this Act, at such meeting to proceed to the appointment and election of five directors as provided for by this Act, upon whom shall devolve thereafter the duty of organizing, conducting and managing the affairs of the said Company, until the first annual general meeting of the shareholders upon the next ensuing first Monday in February, as provided for in this Act, and the said parties named in the first section of this Act, after such election shall be relieved from further duty touching the organization or management of the affairs of the said Company.

9. A general meeting of the shareholders shall be held at the eral meeting, usual place of business of the said Company, or any other place in the City of Montreal, upon the first Monday of February, annually, for the election of Directors, which Directors shall be elected by ballot, and shall serve till the next annual general meeting, and until such time as their successors shall be elected, and for the transaction of such other business as may properly be laid before such meeting, and for the review of the general affairs Notice thereof. of the said Company; and it shall be the duty of the Directors for the time being, to give due notice of such meeting by publishing the same at least ten days before the day aforenamed, in at least one daily newspaper published in the City of Montreal, and in the event of the first Monday in February in any year being a legal holiday, then the annual meeting aforesaid shall be held on the Who may vote. next following day not being a holiday, and the shareholders present either in person or by proxy, at all general meetings, shall have one vote for each and every share that shall be held in his or her name, or in the name of any firm, association or partnership of which he or she may be a partner, upon the books of the said Company for at least fifteen days next preceding such annual election; provided always that no more than one vote be given or taken upon any share, and that the scrutineers at such election shall decide as to the rights of any person to vote, in the event of disagreement or dispute between parties holding shares registered in the name of any firm, association or partnership as aforesaid.

Proxies.

And

to elect

And in the case of a failure to elect from any equality of votes for Provision in more than five Directors, a new election shall be then and there case of failure held to fill the undetermined places; and in case of any vacancy Directors. occurring in the number of Directors, such vacancy shall be filled up for the remainder of the year in which it may occur by a shareholder to be nominated by a majority of the Directors; Provided Proviso: always that no person shall be elected or nominated to be a Director, qualification who shall not be a shareholder in the Company to the extent of at least ten shares at the time of his election or nomination, and during his continuance in office, either registered in his own name or in the name of the firm or partnership of which he is a member; provided further, that no two persons of a firm or partnership shall Further proviso. be qualified by the same shares.

of Directors.

of election not

10. The corporation shall not be dissolved by a failure to elect Such failure Directors at the time when such election should be made pursuant to operate to this Act; but such election may be made on any other day, in dissolution of such manner as may be directed and required by the by-laws of Company. the Company, provided that any ten or more of the shareholders holding or representing at least one-fourth of the subscribed stock, may require the Directors to call a special general meeting of the shareholders, in the manner prescribed for the annual general meetings, for the purpose of electing new Directors, or any other purpose to be mentioned in the requisition or advertisement, and on their refusal or neglect to do so, may themselves call such meeting by an advertisement to be published in two newspapers published in Montreal as aforesaid.

quorum of

11. Any number of the Directors aforesaid, being a majority of Power of them, shall have full power from time to time to make and enact Directors to by-laws, rules and regulations (the same not being repugnant to make by-laws. this Act, or to the laws of this Dominion) for the proper management of the affairs of the said Company, and from time to time to alter and repeal the same, and others to make and enact in their stead; provided that no such by-laws, rules and regulations as aforesaid, shall be valid or have effect after an annual or special meeting convened as aforesaid, unless approved and confirmed by a majority of the shareholders present thereat.

Directors.

12. There shall be a monthly meeting of the Directors; and Meetings of three or more of the Directors shall form a quorum for transacting Quorum, and managing the affairs of the Company; and at the first meet- officers, &c. ing after the annual election, the said board of Directors shall appoint one of their members to be president, (who shall serve for one year, or until the next general annual meeting of Directors, and until his successor shall be appointed) and such other officers. as shall be deemed necessary, at such salaries as they may deem. proper; and at such meeting shall also nominate and appoint one of their number who shall be the managing director of the Company; and the said board of directors shall have the power to call special general meetings of the shareholders whenever they shall

deem

Sub-board of

powers and

duties.

deem it necessary for any purpose to be mentioned in the advertisement thereof.

13. The president and two of the directors appointed from time Directors, its to time by the board for that purpose, shall be a sub-board, and shall hold all requisite meetings for the transaction of business; and all policies of insurance issued by the Company, shall be signed by the president or managing director, and at least one of the directors so appointed, and shall be countersigned by the secretary; provided always that no director or officer shall be held liable except as a shareholder in the Company, for the giving out and signing policies of insurance or any other lawful acts, deeds or transactions done and performed in pursuance of this Act, and no director shall be answerable for, or chargeable with the defaults, neglects or misdeeds of others of them, or of any other officer or clerk of the Company.

Commence

ness.

Subscription

for shares.

Calls and

14. So soon as the sum of fifty thousand dollars shall have been paid in on account of the said capital stock, and not before, the said board of directors shall proceed with the business and purposes of the said Company.

15. Any person may subscribe for such and so many shares as he may think fit, and five per centum on each share shall be paid at the time of subscribing therefor, and the remainder at such non-payment. times as the directors for the time being shall appoint; and if any

forfeiture for

Enforcing

payment of

action.

shareholder refuse or neglect to pay the calls or instalments thereon at the time when required so to do, he shall forfeit his shares, together with the amount paid thereon, and the said shares shall be sold and the sum arising from such sale, together with the amount so previously paid, shall be accounted for and divided in the like manner as the other moneys of the Company, unless the sum produced from such sale shall be more than sufficient to pay all arrears and interest on such instalments, together with the expense of such sale, and in such case the surplus of such money shall be paid on demand to the owner, and no more shares shall be sold than what shall be deemed necessary to pay such arrears, interest and expenses.

16. In case the said directors shall deem it more expedient in instalments by any case to enforce the payment of any unpaid instalments, than to forfeit the shares, it shall and may be lawful for the Company to sue for and recover the same from such shareholder, with interest thereon, in an action of debt, in any Court having civil jurisdiction to the amount claimed, and in any such action it shall be sufficient to allege that the defendant is the holder of one or more shares (stating the number of shares,) and is indebted to the Company in the sum to which the calls in arrear may amount; and to maintain such action, it shall be sufficient that the signa ture of the defendant to some book or paper, by which such subscription of such shares shall appear, be proved by one witness, whether in the employment of, or interested in the Company, or

in any way allied, or related to any of the said directors or shareholders, or other persons interested in the said Company, or not, and that the number of calls in arrear have been made.

and subject to

17. The shares of the said Company shall be assignable and Shares, how transferable according to such rules as the board of directors shall transferable, appoint and establish, but no stock not fully paid up shall be what conditransferred without the consent of the Board, and transfers shall tions. be recognized and acknowledged by the Company, only after they shall have been entered in the books of the Company and no shareholder indebted to the Company shall be permitted to make a transfer or receive a dividend until his debt is paid, or security to the satisfaction of the directors be given to them that it will be paid; and if any shares are sold under execution the Company shall have the first privilege or lien upon the proceeds thereof for the payment of any debt due to the Company.

18. At each annual meeting a detailed statement shall be made Annual statewhich shall exhibit a full and unreserved statement of the affairs ment of affairs. of the Company, of their funds, property and securities, the amount in real estate, bonds and mortgages, notes and other securities, therefor, public debt or other stock, and the amount of debt due to and from the Company, together with a fair estimate of the net profits of the Company not before divided, up to the first day of February in each year, and allowing for any previous or probable deficiencies, which said annual statement shall be submitted to the annual general meeting aforesaid.

dividends.

19. After the submission of the said statement and approval Declaration of thereof by the shareholders at the annual general meeting, or any subsequent adjourned or special general meeting, the board of directors shall declare such dividend in favor of the stockholders out of the net profits of the preceding period as they shall think fit, which dividend shall be paid in cash.

limited.

20. Shareholders shall not be held liable for any claim, engage- Liabibity of ment, loss or payment whatsoever, for or by reason of the liabili- shareholders ties of the said Company of what nature soever, beyond the amount of the share or shares which each may respectively hold remaining unpaid; and after payment to the said Company of the full amount of such share or shares, such shareholders shall not be liable for any further sum of money whatever.

21. All shares in the Company shall be deemed personal property.

Shares personal property.

dends.

22. No dividend shall be declared or paid out of the capital As to divistock of the Company, nor shall any dividend out of the said net profits be declared or paid unless the said capital shall be unimpaired.

Chief place of business. Branches.

Suits against
Company.

Company to be subject to 31 V. c. 48.

23. The operations and business of the said Company shall be carried on at such place in the city of Montreal as the directors shall direct; but agencies with or without branch boards of directors, may be established elsewhere in Canada as the shareholders shall deem expedient, and each such branch board of directors shall consist of not less than three, who shall be shareholders to the extent of at least ten shares, or one thousand dollars each, and shall be appointed by the board of directors.

24. Suits against the Company may be prosecuted or maintained by any shareholder therein, and no shareholder of the Company not being in his individual capacity a party to such suit, shall be incompetent as a witness in suit and legal proceedings by or against the Company.

25. This Act and the Company hereby incorporated, and the exercise of the powers hereby conferred, shall be subject to the provisions contained in the Act thirty-first Victoria, chapter fortyeight, intituled: "An Act respecting Insurance Companies," and to such other Legislation on the subject of Insurance as may from Proviso, as to time to time be passed; Provided always, that the Company shall make the deposit required by the fourth section of the said Act, by instalments, as in the said section is provided, the first of which instalments shall be so paid before the issue of the license required by the said Act.

deposits.

CAP. LXX.

Preamble.

Companies

united, name

An Act to unite the Beaver and the Toronto Mutual
Fire Insurance Companies.

W

Assented to 22nd June, 1869.]

HEREAS, the Toronto Mutual Fire Insurance Company and the Beaver Mutual Fire Insurance Association have by their petitions set forth that they are respectively incorporated under the provisions of the Mutual Insurance Companies Act, chapter fifty-two of the Consolidated Statutes for Upper Canada, and have carried on business as such Insurance Companies for some years past at their head offices in the City of Toronto, and have prayed that for the more economical management of the business of the said Companies they may be united under one common name, with power to divide their business into three branches, and it is expedient that the prayer of the said Companies be granted: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

1. On and after the passing of this Act the said The Beaver of united com- Mutual Fire Insurance Association shall be united with the said The Toronto Mutual Fire Insurance Company, and thenceforward

pany.

the

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