CHAP. 83. An Act to incorporate the "Metropolitan Insurance [Assented to 8th April, 1875.] W HEREAS the persons whose names are hereinafter men- Preamble. tioned have, by their petition, prayed that they may be incorporated with others as a company, for the purpose of carrying on the business of Fire and Marine Insurance, and have represented that it will afford facilities to the public at present much wanted; and whereas 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 H. Hingston, Michael P. Ryan, Thomas Mussen, IncorporaThomas Wilson, James Crathern, S. H. May, Cornelius C. tion. Snowdon, Henry Mulholland, John Cassie Hatton, and Thomas A. Evans, and such other persons as may become shareholders in the company to be by this Act created, shall be and they are by this Act created, constituted and declared to be a corporation, body corporate and politic, under the name of "Metropolitan Insurance Company of Canada," and shall have perpetual succession and a corporate seal, with Corporate power to alter and change the same at pleasure; and may by name and such name sue and be sued, implead and be impleaded in all courts of law and equity. powers. the company. 2. The Company shall have power and authority to make Business of and effect contracts of insurance with any person or persons, Insurance, firm, body politic or corporate, against loss or damage by fire fire and on any houses, dwellings, stores or other buildings whatsoever, and in like manner any goods, chattels, or personal estate whatsoever, for such time or times, and for such premiums or considerations, and under such modifications and restrictions, and upon such conditions as may be bargained and agreed upon or set forth by and between the Company and the insured; and the said Company in like manner shall have power and authority to make and effect with any person or persons, body politic or corporate, all contracts of insurance connected with marine risks of navigation and transportation by water, against loss or damage either by fire or by peril of navigation of or to any vessel, steamer, boa or other craft, either sea-going or navigating upon lakes, rivers, or navigable waters; and of or to any cargo, goods, merchandise, specie, bullion, jewels, bank notes, bills of exchange, and other evidences of debt therein, or on any railway or stored in any warehouse or railway station while in transit; de transit; and of and to any timber or other property of any scription borne or carried by water; and of and to any freight, profit, commission, bottomry or respondentia interest; and Re-insurance. to cause themselves to be re-insured when deemed expedient against any loss or risks upon which they may have made or may make insurance; and generally to do and perform all other matters and things necessary to such objects. Capital stock and shares. 3. The capital stock of the said Company shall be four million dollars, and shall be divided into forty thousand shares of one hundred dollars each; which shares shall be and are hereby vested in the several persons who shall subProviso for scribe for the same: Provided always, that it shall and may be lawful for the said Company to increase its capital to a sum not exceeding six million dollars, as a majority of the shareholders at a special general meeting to be expressly convened for that purpose shall agree upon. increase. Provisional directors and subscription of stock. First meeting of shareholders. Election of 4. For the purpose of organizing the said Company, the persons named in the first section of this Act shall be Provisional Directors thereof; and they, or a majority of them, may cause a stock book or books to be opened, upon which stock book or books shall be recorded the subscriptions of such persons as desire to become shareholders in said Company; and such book or books shall be opened in the City of Montreal and elsewhere, at the discretion of the said Provisional Directors, and shall remain open so long as they shall deem necessary. 5. When, and so soon as one hundred thousand dollars of the said capital stock shall have been subscribed as aforesaid, and not less than ten per cent. of the amount so subscribed paid in, the said Provisional Directors may call a general meeting of the shareholders, at some place to be named, in the City of Montreal, giving at least fifteen days continuous notice thereof in two daily newspapers published in the said city; at which general meeting the shareholders present in person or represented by proxy, shall elect nine Directors, in the manner and qualified as hereinafter provided, who shall constitute a Board of Directors, and shall hold office as hereinafter provided: Provided always, that no person shall Qualification be eligible to be or continue a Director, unless he shall hold of a Director. in his own name and for his own use at least thirty shares of the capital stock of the Company, and shall have paid all calls thereon, and all liabilities incurred by him to the Company; and the shareholders shall have power to increase the number of Directors at the first or any general meeting, to any number not exceeding thirteen, or to reduce them to any number not less than seven. Number. Calls on shares. Amount. 6. The shares of the capital stock subscribed for shall be paid in and by such instalments and at such times and places places as the said Directors shall appoint; no instalment shall exceed ten percent., and not less than thirty days' notice shall be given: Provided the said Company shall not when only commence the business of insurance until a sum not less business than five hundred thousand dollars shall have been sub-may be scribed and a sum of not less than one hundred thousand dollars shall have been actually paid in on the subscribed capital. commenced. Term of office. elections. 7. The stock, property, affairs and concerns of the said Board of Company shall be managed and conducted by the said directors. Directors, one of whom shall be chosen President and one Vice-President, who shall hold office for one year, excepting as herein before provided for, but all retiring Directors shall be eligible for re-election: if any vacancy should at any time Vacancies, happen amongst the said Directors, during the term of office how filled. of any Director, such vacancy shall be filled for the remainder of the term by the remaining Directors, or the majority of them, electing in such place or places a shareholder or shareholders eligible for such office: all elections of Directors shall be Time and made and take place at the annual general meeting of the place of shareholders, to be holden at the head office of the Company, or elsewhere, in Montreal, on the second Wednesday in January in each year, or on such other day as may be appointed by by-law, not less than fifteen days' notice of such meeting being given as provided in section five; and the said Voters. election shall be held and made by such of the shareholders present in person, or represented by proxy, as shall have paid all calls made by the Directors and then due; and all such Ballot. elections shall be by ballot; and the persons who have the greatest number of votes shall be Directors, and if two or Ties. more persons have an equal number of votes, in such manner that a greater number of persons shall appear to be chosen as Directors than should have been chosen, then a second vote on the names of such persons shall be taken, and so on until the proper number of persons shall be elected; Election of and the said Directors, as soon as may be after the said elec- V.-President.. tion, shall proceed in like manner to elect by ballot one of their number to be President, and one to be Vice-President President and election not 8. In case it should, at any time, happen that an election Failure of of Directors of the said Company should not be made on to dissolve any day when, pursuant to this Act, it should have been company. made, the said Company shall not for that cause be deemed to be dissolved; but it shall be lawful, on any other day, to Provision in hold and make an election in such manner as may be regulated, directed and appointed by the Directors for the time being; and the Directors in office shall so continue until a new election is made. such case. 9. At all general meetings of the said Company each Scale of shareholder shall be entitled to give one vote for every share votes. held Proxies. Forfeiture of shares for non-payment of calls. Proviso: Surplus, if any, to be returned, &c. Enforcement of calls by suit. What only need be alleged and proved. Proof. Quorum of held by him for not less than fourteen days prior to the time of voting, upon which all calls then due shall have been paid; such votes may be given either in person or by proxy,the holder of 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 Chairman presiding at such meeting having the casting vote in case of an equality of votes. 10. If any shareholder shall refuse or neglect to pay the instalments due upon any share or shares held by him, the Directors may declare such share or shares forfeited, together with the amount previously paid thereon, in such manner as may be provided by the by-laws; and such forfeited share or shares may be sold at 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 that if the money realized by any sale of shares be more than sufficient to pay all arrears and interest, together with the expenses of such sale, the surplus of such money shall be paid on demand to the owner; and no more shares shall be sold than shall be deemed necessary to pay such arrears, interest and expenses. 11. If payment of such arrears of calls, interest and expenses be made before any share so forfeited shall have been sold, such share shall revert to the owner as if the same had been duly paid before forfeiture thereof; and in all actions or suits for the recovery of such arrears or calls, it shall be sufficient for the Company to allege that the defendant, being the owner of such shares, is indebted to the said Company in such sum of money as the calls in arrear amount to, for such and so many shares, whereby an action hath accrued to the Company by virtue of this Act; and on the trial it shall not be necessary to prove the appointment of the Directors who made such calls or any other matter whatsoever than has hereinbefore been mentioned. A copy of any by-law, rule, regulation or minute, or of any entry in any book of the Company, certified to be a true copy or extract under the hand of the President or VicePresident, Managing Director or the Manager of the Company, and sealed with the corporate seal, shall be received in all courts and proceedings as primâ facie evidence of such bylaw, rule, regulation, minute or entry, without further proof thereof, and without proof of the official character or signature of the officer signing the same, or of the corporate seal. 12. At all meetings of the Directors, five shall constitute a quorum for the transaction of business, of whom the President or Vice President shall be one, and shall preside at such meetings; except in case of illness or absence, when the the Directors present may choose one of their number to be Chairman of such meeting. 13. At the annual meeting of the shareholders, the elec- Annual tion of Directors shall be held and all business transacted; general meeting; and a general balance sheet and statement of the affairs of business the Company, with a list of all the shareholders thereof, thereat. and all such further information as may be required by the by-laws shall be laid before the shareholders. Special general meetings of shareholders may be called in such manner, as may be provided for by the by-laws: and at all Special meetings of the shareholders the President, or in his absence general meetings. the Vice President, or in the absence of both of them, a Director, chosen by the shareholders, shall preside, and, in case of an equality of votes, shall give the casting vote in addition to his vote as a shareholder. Directors, 14. The Directors shall have full power and authority to By-laws may make, and from time to time to alter such by-laws, rules, be made by regulations and ordinances, as shall appear to them proper and for what and needful, touching the well ordering of the Company; purposes. the managing 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 appointment of a Managing Director or Manager and of subboards and other officers, to facilitate the details of business, and the definition of the duties and powers of such subboards; the making of calls upon the subscribed capital; the appointment and removal of officers and agents of the Company, the regulation of their powers and duties, and the salaries and allowances to be paid to them; the regulation of the transfer of stock and form thereof; the compensation of Directors, and the establishment of agencies: Provided Proviso. that such by-laws do not contravene the provisions of this Act and are not contrary to law: Provided also, that such by- Proviso for laws shall have force until the next general meeting of confirmation shareholders, but no longer, unless approved at such meeting; holders. and shall thereafter have force and effect as approved or modified at such meeting. by share 15. The Company shall have power to lay out and invest Application its capital in the first place in paying and discharging all of funds. costs, charges and expenses incurred in applying for and obtaining this Act, and all other expenses preparatory or rélating thereto, and shall have power to acquire and hold such real estate as it may require for the purposes of its business within the Dominion of Canada or elsewhere; and to sell Real estate and dispose of the same and acquire other property in its for company's place as may be deemed expedient, and to take, hold and gaged to it acquire other property in its place as may be deemed expedi- bona fide. ent, and to take, hold and acquire all such lands and tenements, real and movable estate, as shall have been bond use or mort |