Wire, &c., for punished by imprisonment for a period not exceeding one year, and by a fine not exceeding two hundred pounds. V. All wires and materials required for constructing, repairthe Telegraph, ing or working the said Company's main or branch lines of to be free of Telegraph, or for connecting them or any of them with any Island, Province or Country, shall and may be imported free of duty. duty. Public Act. VI. This Act shall be deemed and taken to be a Public Act. САР. ССХ. Preamble. Corporate name and An Act to incorporate the Imperial Fire, Marine and [Assented to 19th May, 1855.] HEREAS Nelson Marcus Bockus, James Simeon McCuaig, James Walker, James H. Birss and others, have petitioned the Legislature of this Province, praying that an association under the style and title of the Imperial Fire, Marine and Life Insurance Company, may be incorporated for the purpose of enabling the said petitioners and others to carry on the business of Fire, Marine and Life Assurance with facility; And whereas it hath been considered that the establishment of such an association would be greatly beneficial to the Mercantile and Agricultural interests of the Province, and tend to the retaining therein a large portion of the money annually sent away as premiums for such insurances : Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and of the Legislative Assembly of the Province of Canada, constituted and assembled by virtue of and under the authority of an Act passed in the Parliament of the United Kingdom of Great Britain and Ireland, and intituled, An Act to re-unite the Provinces of Upper and Lower Canada, and for the Government of Canada, and it is hereby enacted by the authority of the same, as follows: Company I. All such persons as now are or hereafter shall become stockincorporated. holders of the said Company, shall be and are hereby ordained, constituted and declared to be from time to time and until the first day of January, of the year one thousand nine hundred, a Body Corporate and Politic in law, in fact and in name, by the style and title of the "Imperial Fire, Marine and Life Insurance Company," and by that name, style and title, they and their successors, until general pow the said first day of January, one thousand nine hundred, shall and may have continued succession, and shall be capable in law of suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended, in all Courts and places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever, and they and their successors may have a Common Seal, and may change and alter the ers. same same at pleasure, and also they and their successors, by and under the name, style and title of the "Imperial Fire, Marine and Life Insurance Company," shall be capable in law of purchasing, holding or conveying any estate, real or personal, for the use of said Corporation, subject to the rules and conditions hereinafter men tioned, II. A Share in the Stock of the said Corporation, shall be Ten Capital Stock Pounds or the equivalent thereof in specie, and the number of shares £20,000 in shall not exceed two thousand, and Books of Subscription shall be Shares of £10. opened in the principal Cities and Towns of this Province, at the same time, of which public notice shall be first given by such person or persons, and under such regulations as the majority of the said petitioners shall direct: Provided always, that it shall and Proviso: for may be lawful for the said Corporation to increase its Capital increase of Stock, to a sum not exceeding Two Hundred and Fifty Thousand Capital. Pounds, as a majority of the Stockholders at a Meeting to be expressly convened for that purpose shall agree upon. Shares are III. It shall and may be lawful, as soon as five hundred out of First election the aforesaid two thousand shares shall have been taken up, for the of Directors shareholders or subscribers, to proceed to the election by ballot of when 500 six Directors, at such time and place as the majority of such sub- taken. scribers shall appoint, giving fifteen days' notice thereof in the Canada Gazette, and in one newspaper in each District where subscription has been made; which Directors shall be subjects of Her Majesty, and Stockholders at the time of their election, and during their continuance in office, to the amount of twenty-five shares, and shall have power to choose from among themselves a President and Vice-President: and the said Directors shall thereupon, at their first meeting thereafter, divide themselves by lot into two classes of three each, who shall go out of office in rotation as hereinafter provided for. Stockholders shall be en IV. Each Stockholder shall be entitled to a number of votes pro- Number of portioned to the number of shares which he or she shall have held votes to which in his or her own name, at least three months prior to the time of voting, according to the following ratios, that is to say at the rate titled. of one vote for each share not exceeding four, five votes for six shares, six votes for eight shares, seven votes for ten shares, and one vote for every five shares above ten; all votes given at any meeting may be given either personally or by proxy, the holders of such proxies being Stockholders, authorize. by writing under the hands of the Stockholders nominating such proxy, and every proposition at any such Meeting shall be determined by a majority of the Votes of the parties present, including proxies : Provided always, that Proviso. the authority to any such proxy shall bear date within six months of the time of the Meeting at which it is produced; And provided Proviso. Period during V. The persons chosen Directors of the said Corporation by the which Direc- Stockholders as af resaid, shall hold their offices until the second tors shall hold Mon lay of February, one thousand eight hundred and fifty-six, or unti, the election hereinafter provided for shall take place. office. Annual General Meeting of Stockhold. ers. Proviso. In case of vacaneies in number of Directors. Power given to Company cies of Insurance. VI. A Genera! Meeting of the Stockholders of the said Corporation shall be hollen in the City of Quebec, at the place of business of the said Co:poration, on the second Monday in the month of February, one thousand eight hundred and fifty-six, and thereafter on the samne day in each and every year, and at such Meeting the three Directors whose names stand first on the Roll or List of Directors, shall be held to vacate their seats, and the Stockholders present at such Meeting, either in person or by proxy, shall proceed to elect by ballot three Stockholders to serve as Directors for the ensuing three years, who shall upon election be placed at the bottom of the Roll of Directors: Provided always, that nothing herein contained, shall be held to render the tetiring Directors ineligible to re-election. VII. If any Director of the said Corporation die, resign, or become disqualified or incompetent to act as a Director, or cease to be a Director by any other cause than that of going out of office in rotation as aforesaid, 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 any such vacancy shall continue in obce until the first yearly Meeting after such vacancy, and the Stockholders then present shall elect a n⋅ W Director, who shall hold office for the same period as the Director would have done, whose death, resignation or disqualification caused such vacancy. VIII. The Corporation hereby created shall have power and to grant Poli- authority to make and effect Contracts of Insurance, with any person or persons, body politic or corporate, against loss or damage by fire on any houses, stores or o her buildings whatsoever, and on any shipping or vessels whatsoever, wheresoever or whithersoever proceeding, against loss or damage by fire, water or any other risk whatever, and in ke manner on any goods, chattels, or personal estate whatsoever, whether on shore or afloat, and to make and effect Assurance on life or lives, or in any manner dependent on life or lives, and to grant annuities for such time or times and for such premises or consideration, and under such modifications and restrictions 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 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 obHow Policies Jec's; and al Policies or Contracts of Insurance issued or enshall be exe- tered into by the said Company, shall be signed by the President, and countersigned by the Managing Director, or as otherwise directed by the Rules and Regulations of the Company in case of cuted. their absence; and being so signed and countersigned and under the Seal of the said Company, shall be deemed valid and binding upon them according to the tenor and meaning thereof. IX. It shall be lawful for any person or persons to subscribe for Subscription such and so many shares as he, she or they may think fit, not how for Stock reever exceeding, during the first month after the subscription books gulated. are opened, eighty shares; and five per centum shall be paid at the time of subscription, and twenty per centum shall be paid up and be to be paid Five per cent. called for by the Directors, as soon as they may deem expedient, down. and the remainder shall be payable in such instalments as a maj rity Calls. of the Directors may determine upon: Provided always, that no Proviso: instalment shall exceed five per centum upon the Capital Stock in Calls limited. any period of one month, nor be called for, nor become payable, in less than thirty days after public notice shall have been given in one newspaper published in the City of Quebec and the Canada Gazette, and by Circular addressed to each Stockholder at his, her or their last known residence. If any Stockholder or Stockhol- Shares on ders as aforesaid shall refuse or neglect to pay to the said Direc- which calls tors the instalment due upon any share or shares held by him, her are not paid or them, at the time required so to do, such Stockholder or Stockto be forfeited. holders as aforesaid, shall forfeit such share or shares as aforesaid, together with the amount previous'y paid thereon, 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, Proviso: that in case the money produced by any sal of shares be more than Surplus to sufficient to pay all arrears and interest, together with the expenses to owner. of such sale, 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. be returned ariears before X. If payment of such arrears of calls, interest and expenses Forfeiture be made before any share so forfeited and vested in the Company avoided by shall have been sold, such share shell revert to the party to whom payment of the same belonged before such forfeiture, as if such calls had been sale. duly paid. And in all actions or suits for the recovery of such arrears or calls, it shall be sufficient for the said Compary to allege that the defendant being an owner of such shares, is indebted to the said Company in such sums of money as the calls in arrear amount to for such and so many shares, whereby an action Lath accrued to the Company by virtue of this Act; and on the trial it shall only be necessary to prove that the defendant was owner of some shares in the Company, that such cal's were in fact made, that notice was given as directed by this Act, and it shall not be necessary to prove the appointment of the Directors who made such cails, or any other matter whatsoever. XI. Provided always, that if the whole number of shares shall not Subscribers be subscribed for within one month after the said books of subscrip- may increase tion all be opened, then it shall be lawfui for any former there be a sursubscription if subscriber at the end of the month. plus of Stock subscriber or subscribers to increase his, her or their subscription And provided further, that if the total amount of subscriptions, within the period aforesaid, shall exceed the Capital Stock, limited by this Act to Twenty Thousand Pounds, then and in such case the shares of each subscriber or subscribers above ten shares shall, as nearly as may be, be proportionately reduced until the total number of shares be brought down to the limits aforesaid : And provided, nevertheless, that the said limitation in respect to persons subscribing to the said Capital Stock shall not extend or be construed to extend to prevent the acquisition of a greater number of shares by purchase, after the said Corporation shall have commenced its operations. Proviso. Directors and duties. XII. The said Directors shall meet together at least once a their meetings week, at such time and place as may be designated in the Bylaws, for the purpose of transacting the business of the Corporation, at which Meeting two or more of the Directors aforesaid shall be a quorum, for the purpose of transacting and managing the details of business and affairs of the said Corporation, and all questions before them shall be decided by a majority of votes, each Director to have one vote, and in case of an equality of votes, the President, Vice-President, or presiding Director shall give the casting vote, over and above his proper vote as a Director; and at such weekly Meetings of the Directors, the President, or Vice-President, or in their absence, the Director appointed by a majority of the Directors present, shall preside. XIII. At all Meetings of the Stockholders, the President or Vice-President, or in their absence, a Director chosen by the Stockholders, shall preside, who, in case of an equality of votes, shall give the casting vote, over and above his proper vote. XIV. Any number of the Directors of the said Corporation, being a majority of the said Directors, shall have full power and authority to make, prescribe, and alter such By-laws, Rules, Regulations and Ordinances as shall appear to them proper and needful, touching the well ordering of the Corporation, the management and disposition of its stock, property, estate and effects; and also to call in any instalment or instalments of the Capital Stock of the said Corporation at such time and season as they shall think fit, giving due notice thereof, according to the ninth section of this Act; also, to declare and cause to be paid or distributed to the respective Stockholders any dividend or dividends of profits at such times and seasons as they shall think proper, or to add the same to the paid up portion of the Capital Stock; also, to appoint a Managing Director and such other persons as to them may appear necessary for the carrying out the business of the said Corporation, with such salary and allowances to each as they may think meet and advisable: Provided always, that for the purpose in this section of this Act mentioned, a majority of the Directors at least, shall be present and assisting; And provided further that all such By-laws, Rules, Regulations and Ordinances made by the Directors |