Proviso. Investment in public securities. Transfers of made. Proviso: fide mortgaged to it by way of security or conveyed to it in satisfaction of debts previously contracted in the course of its dealings or otherwise obtained: Provided the said Company shall not retain such real estate so acquired in satisfaction of debts for a period exceeding five years and the Company may invest its funds or any part thereof in the public securities of the Dominion of Canada, or any of the Provinces thereof, or in the stocks of any banks or building societies, or in the bonds or debentures of any incorporated city, town or municipality, authorized to issue bonds or debentures, or in mortgages on real estate. 16. No transfer of any share of the said Company shall shares, how be valid until entered on the books of the said Company, according to such form as may, from time to time, be fixed by the by-laws; and until the whole of such share is paid. up, it shall be necessary to obtain the consent of the Directors to such transfer being made: Provided always, that no shareholder indebted to the Company shall be permitted to debts to Com- make a transfer or receive a dividend until such debt is paid, or secured to the satisfaction of the Board of Directors expressed by a vote, which shall not be less in number than that of the majority of the whole number of the said Directors; and no transfer of stock shall at any time be made until all calls thereon have been paid in. pany and calls to be first paid. Dividends. Proviso. Liability of shareholders limited. Offices and of Canada. 17. The Directors may, from time to time, declare and pay such dividends or bonuses on the capital stock of the Company as they shall deem justified by its business: Provided always, that no part of the capital be appropriated to such dividends or bonuses. 18. In the event of the property and assets of the said Company being insufficient to liquidate its debts, liabilities, and engagements, the shareholders shall be liable for the deficiency; but to no greater extent than the amount of the balance remaining unpaid upon their respective shares in the capital stock. 19. It shall be lawful for the said Company to have agencies out offices, maintain agencies, and transact business in any part of the United Kingdom of Great Britain and Ireland, and in any part of the United States of America, should a majority of the shareholders, at a special general meeting to be expressly convened for that purpose, so determine. General Act to apply. 31 V., c. 48. 20. 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 forty-eight, intituled, "An Act respecting Insurance Companies," and in any Act amending the same. CHAP. CHAP. 84. An Act to incorporate the National Insurance Company, [Assented to 8th April, 1875.] HEREAS the persons whose names are hereinafter men- Preamble. tioned have, by their petition, prayed that they may be incorporated for the purpose of establishing a company to carry on the business of insurance against fire, and have represented that such a company would be a public benefit; 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. The Honorable Matthew H. Cochrane, Alphonse Des- Certain jardins, Edward H Goff, William Angus, Alexander A. persons incorporated. Stevenson, Antoine C. De Lotbiniere Harwood, Alexander W. Ogilvie, Thomas E. Foster, P. D. Browne, John Cassie Hatton, and such other persons as may become shareholders in the Company to be by this Act created, shall be, and they are hereby created, constituted and declared to be a corporation, body corporate and politic, under the name of the "National Insurance Company ;" and shall have perpetual Corporate succession and a corporate seal, with the power to alter and name and change the same at pleasure; and may by such name sue and be sued, plead and be impleaded in all courts of law and equity. powers. the company, 2. The said Company shall have power and authority to Business of make and effect contracts of insurance with any person or persons, firm, body politic or corporate, against loss or damage by fire or lightning, in any houses, dwellings or 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. 3. The capital stock of the said Company shall be two Capital stock million dollars, and shall be divided into twenty thousand and shares. shares of one hundred dollars each, which shares shall be and are hereby vested in the several persons who shall subscribe for the same: Provided always, that it shall and Increase of may be lawful for the said Company to increase its capital capital. to a sum not exceeding five million dollars, as a majority of the shareholders at a special general meeting to be expressly convened for that purpose shall agree upon. Provisional directors. 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 the said Stock books. 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. First meeting of shareholders. Election of 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 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 be Qualification eligible to be or continue a Director, unless he shall hold in his own name and for his own use at least fifty 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 Maximum and number not exceeding thirteen, or to reduce them to any number not less than seven. Proviso. of directors. Number. minimum. Calls on stock. Proviso: When only to begin business. Powers of directors; 6. The shares of the capital stock subscribed for shall be paid in and by such instalments and at such times and places as the said Directors shall appoint; no instalment shall exceed ten per cent., and not less than thirty days' notice thereof shall be given: Provided always, that the said Company shall not commence the business of insurance until the sum of not less than four hundred thousand dollars of the capital stock shall have been subscribed for, and fifty thousand dollars shall have been actually paid in. 7. The stock, property, affairs and concerns of the said term of office. Company shall be managed and conducted by the said Directors, one of whom shall be chosen President and two Vice-Presidents, 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 happen amongst the said Directors, during the term of office 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 share Vacancies, how filled. holders mode of. holders eligible for such office. All elections of Directors Elections, shall be made and take place at the annual meeting of share- time and holders, to be holden at the head office of the Company, or elsewhere, in Montreal, on the second Wednesday in January in each year, or such other day as may be appointed by by-law, not less than fifteen days' notice of such meeting being given, as provided for in section five; and the said 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 shall have the greatest number of votes shall be Directors; and if two or or more persons have an equal number of votes, in such Ties. 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; and the said Directors, as soon as may be after the said elec- President and tion, shall proceed in like manner to elect by ballot one of dents.. their number to be President and two to be Vice-Presidents. Vice-Presi 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 any to dissolve day when, pursuant to this Act, it should have been made, corporation. 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 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. 9. At all general meetings of the said Company each share- Scale of holder shall be entitled to give one vote for every share held votes. 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 Proxies. holder of such proxy being himself a shareholder; and all Majority to questions proposed for the consideration of the shareholders shall be determined by the majority of votes,-the chairman Casting vote. presiding at such meeting having the casting vote in case of an equality of votes. may decide. 10. If any shareholder shall refuse or neglect to pay the Enforcement. instalments due upon any share or shares held by him, the of calls. Directors declare such share or shares forfeited, together Forfeiture. 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: Pro- Proviso. vided always, that if the money realized by any sale of 101 shares Surplus to be returned. Payment to annul forfeiture. What only need be alleged and proved in in suits for calls. 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 other than what is herein before mentioned. A copy of any by-law, rule, by-laws, &c. regulation or minute, or any entry in any book of the Company certified to be a true copy or extract under the hand of the President, either of the Vice-Presidents, Managing Director or Manager of the Company, and sealed with the corporate seal, shall be received in all courts and proceedings as primâ facie evidence of such by-law, 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. Proof of Quorum of directors. Who shall preside. Annual and special general meetings. 12. At all meetings of the Directors five shall constitute a quorum for the transaction of business, of whom the President or one of the Vice-Presidents shall be one, and shall preside at such meetings; except in cases of illness or absence, when the Directors present may choose one of their number to be chairman of such meeting. 13. At the annual meeting of the shareholders the election of Directors shall be held and all business transacted, and a general balance sheet and statement of the affairs of the Company, with a list of all the shareholders thereof, and all such further information as shall be required by the by-laws, shall be laid before the shareholders. Special general meetings of shareholders be called in such manner as may be provided for by the by-laws; and at all meetings of shareholders the President or, in his absence, one of the Vice-Presidents, or in their absence a Director, to be chosen by the shareholders, shall preside, and, in case of an equality of votes, Casting vote. shall give the casting vote in addition to his vote as a shareholder. President. By laws may may 14. The Directors shall have full power and authority to directors, and make, and from time to time to alter such by-laws, rules, regulations |