XXV. All shares in the Company shall be deemed personal Shares to be property.

personalty.

XXVI. No dividends shall be declared or paid out of the Capi- No dividend tal Stock of the Company; nor shall any dividend out of the to be paid out said net profits be declared or paid, unless the said Capital of capital. shall be unimpaired, together with such dividends and interest as shall have been collected upon the invested Capital of the Company.

XXVII. Whereas certain doubts have been and are still en- Recital. tertained as to the liability of persons dealing with Insurance Companies doing business upon the mutual principle, and it is desirable that the said Canada Marine Insurance Company should cause its re-assurances to be made with Mutual Insurance Companies: It is therefore expressly enacted, That the lia- Limitation of bility of the said Canada Marine Insurance Company, shall be liability on limited to, and in no case exceed, the amount of premiums paid Scrip of Mutual Compaor agreed to be paid by the same, to such Mutual Insurance nies. Companies; and that the said Canada Marine Insurance Company may, at any time, and at all times, receive from any such Mutual Insurance Companies, their return premiums, either in cash or scrip, as the case may be, and collect, hold, or dispose of the same as they may deem expedient and proper; and the said Canada Marine Insurance Company shall be exonerated, and its Stockholders, President and Directors, either collectively or individually, are hereby expressly declared not to be liable for more than the amount of the premiums paid, or expressly stipulated to be paid to such Mutual Insurance Compa

nies.

XXVIII. The operations and business of the said Company Business to be shall be carried on at such place in the City of Montreal as the carried on Directors shall direct, but Agencies, with or without Branch principally at Montreal, Boards of Directors, may be established elsewhere, either in or out of Canada, as the Stockholders shall deem expedient, and which Branch Boards of Directors shall consist of not less Branch Boards than three, who shall be shareholders to the extent of at least may be estabten shares or two hundred and fifty pounds each, and shall be appointed by the Montreal Board of Directors.

lished.

XXIX. Suits at Law or in Equity may be prosecuted and maintained by any member against the said Company; and Suits by Memno member of the Company not being in his individual capaci- brs against ty a party to such suit, shall be incompetent as a witness in Company. suits and legal proceedings, by or against the Company.

XXX. This Act shall be a Public Act, and shall be subject

to the provisions contained in the Interpretation Act of this Public Act. Province, twelfth Victoria, chapter ten, which shall be held to form part hereof, so far as the same shall apply.

CAP.

Preamble.

Certain per

ated.

Corporate

name and ge

neral powers.

CAP. CXXV.

An Act to incorporate the British Farmers' Union
Insurance Company.

W

[Assented to 1st July, 1856.]

HEREAS Henry Yardington, Doctor Alfred Digby, Alexander Bunnell, Arthur Smith, Frederick George, Charles C. Perley, Henry Lemmon and others, have petitioned the Legislature, praying that an association under the style and title of the "British Farmers' Union Insurance Company," may be incorporated, as well for the purpose of enabling parties, owners of, or interested in buildings or property situated in country places, isolated and comparatively safe from fire, mutually to insure each other, and to extend the benefits of such institution more effectually among the rural and agricultural population in this Province: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows:

I. The said Henry Yardington, Dr. Alfred Digby, Alexander sons incorpor Bunnell, Arthur Smith, and all such other persons as shall hereafter become members of the said Company, are hereby constituted a body corporate by the style and title of the "British Farmers' Union Insurance Company," and by that name they and their successors shail 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 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 same at pleasure; may mutually insure their respective properties under the restrictions, limitations and conditions hereinafter contained; and may also insure the houses and personal property of others for such time and at such premiums as shall be agreed upon beMay hold real tween the said Corporation and parties insuring; and also they and their successors, by and under the name of the "British Farmers' Union Insurance Company," shall be capable in law of purchasing, holding and conveying any estate, real or per sonal, for the use of the said Company, subject to the rules and conditions hereinafter mentioned.

estate under

certain pro

visions.

Stock of Com.

into "Mutual"

and "Pro

II. The stock and property of the said Company shall be held pany divided, liable for the payment of all losses that may from time to time occur to the said Company, and for that purpose shall be diprietary." vided, and consist of two separate and distinct descriptions of Mutual Stock. Stock, namely, Mutual and Proprietary; the Mutual Stock being comprised of premium notes deposited for the purpose of mu tual insurance, together with all payments and other property received or held thereon, or in consequence of such mutual in surance; and the Proprietary Stock being composed of stock

Proprietary.

in shares, subscribed and paid for the purpose of fire insurance to others, which Proprietary Stock shall not exceed One Hundred Thousand Pounds, divided into shares of Twenty Pounds each; and also the members of, or persons com- Mutual Memposing the said Company, shall, in like manner, consist of, bers. and be divided into two classes, namely, those who deposit premium notes for the purpose of mutual insurance, denomi- Pro rietary nated Mutual Members, and Proprietary Members, or those Members. who hold shares in the Proprietary Stock of the said Corporation; Provided always, that nothing herein mentioned and Proviso. contained shall prevent the same person from holding at the same time both descriptions of stock.

Mutual Mem

of their pre

III. Persons being members of the said Corporation by reason of deposit of premium notes for the purpose of mutual insur- bers not liable ance, shall not be held liable for any claims for losses or pay- beyond amount ments beyond the amount of his, her or their premium notes mium notes, respectively; and neither shall proprietary members be held nor Proprieliable for any claims for losses or payments beyond the amount tary Members of such share or shares of the proprietary stock which each may amount of beyond the respectively hold; and also in all the transactions of the said their respectCompany the profits and benefits arising from or on account of ive proprietary the mutual branch of the said Corporation shall be secured to the members thereof; and in like manner, the profits and benefits arising from or on account of the proprietary branch of the said Company shall be secured to the proprietary members;

stock.

and further, all the expenses necessary and incurred for the As to exconducting and management of the said Company, shall be penses. fairly assessed upon and divided between each branch or department of the said Company.

IV. Provided always, that no dividend or bonus shall be No dividend to declared or paid out of the capital stock of the Company, be declared whether Proprietary or Mutual.

out of capital stock.

estate, &c.

gaged to Com

V. The said Company, by their corporate name aforesaid, Company may shall be capable of purchasing, having and holding, to them and hold real their successors, such estate, real, personal or mixed, as may be requisite for its accommodation in relation to the convenient transaction of its business; and may take and hold any real Also real estate bona fide mortgaged to the said Company, by way of estate mortsecurity for the payment of any debts which may be contracted pany as secuwith the said Company, and may proceed on the said mort- rity for pay gaged securities for the recovery of moneys thereby secured, ment of debts. either in law or equity, in the same manner as any other mortgagee is or shall be authorized to do, and also to purchase on sales made by virtue of any proceedings at law or equity, or otherwise, to receive and to take any real estate in payment, or towards the satisfaction of any debt previously contracted and due to the said Corporation, and to hold the same until they can conveniently and advantageously sell and convert the same into money or other personal property; Provided always, that Proviso: as to

the real estate.

Company not to deal in merchandize, nor engage in Banking, &c.

May hold

stock as an investment.

Board of
Directors.

the lands, tenements and hereditaments which it shall be lawful for the said Company to hold, shall be only such as shall be requisite for its accommodation in relation to the convenient transaction of its business, or such as shall have been bona fide mortgaged to it by way of security, or conveyed to it in satis faction of debts previously contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts.

VI. It shall not be lawful for the said Company to deal in, use or employ any part of the funds or moneys thereof, in buying or selling any goods, wares or merchandize, in the way of traffic, or banking operations; but it shall nevertheless be lawful for the said Company to purchase or hold any stock, Government securities, or other securities of public companies or funded debt, for the purpose of investing therein any part of their funds or money, and also to sell and transfer the same, and again to renew such investment when and as often as a due regard to the interests of the said Company shall require.

VII. The property, affairs and concerns of the said Company, shall be managed and conducted by a Board of seven Directors, one of whom shall be chosen President, and one Vice-President, which Board, in the first instance, and until First Direct the first annual general meeting of the Company, and until

ors.

Election of
Directors.

Election to

Ties.

others may be chosen and appointed as hereinafter provided, shall consist of Henry Yardington, Dr. Alfred Digby, Alexander Bunnell, Arthur Smith, Frederic George, Charles C. Perley, and Henry Lemmon; and of which Board two Directors shall go out of office by rotation each year, but who shall, nevertheless, be immediately eligible for re-election as Directors; and the election of two Directors, in place of those so retiring from office, shall be held and made at the general annual meeting of the Company by such of the members thereof as attend for that purpose, either in their own proper persons or by proxy; and all elections of such Directors shall be be by ballot. by ballot, and the two persons who shall have the greatest number of votes of any election, shall be Directors; and if it shall, at any such election, happen that two or more persons have an equal number of votes, in such manner that a greater number of persons than two shall, by a plurality of votes, appear to be chosen Directors, then the said members hereinbefore authorized to hold such election shall proceed to elect by ballot until it is determined which of the said persons so having an equal number of votes shall be Director or Directors, so as to complete the whole number of seven; and the said Di rectors so chosen, as soon as may be after the said election, shall proceed to elect one of their number to be President and one other of their number to be Vice-President; and if any vacancy or vacancies shall at any time happen among the Directors, or in the office of President or Vice-President, by

Directors to elect President.

Vacancies, how filled.

death,

Directors.

death, resignation, removal from the Province or ceasing to hold the interest in the Corporation hereinafter required, such vacancy or vacancies shall be filled up for the remainder of the year in which they may happen, by a person or persons to be nominated by a majority of the Directors; Provided always, Proviso: quathat no person shall be elected to the office of Director who is lification of not a member of the Company holding an interest therein, either to the extent of mutual insurance to the amount of Five Hundred Pounds, or if mutually insured to a less amount than Five Hundred Pounds and more than Three Hundred and Fifty Pounds, together with five shares of Proprietary Stock, or if so insured less than Three Hundred and Fifty Pounds, and more than Two Hundred Pounds, to possess ten shares; and if not mutually insured, or so insured to a less amount than Two Hundred Pounds, then to hold not less than fifteen shares of Proprietary Stock.

VIII. The Board of Directors shall name and determine the General an

be given in newspapers.

day for the holding of the general annual meetings of the Com- nual meetings. pany; and public notice of all general meetings shall be given Notice of in at least three newpapers that may be published in the Pro- meeting to vince of Canada, at least one month previous to the time of holding the said general meeting or meetings; and at the first general annual meeting of the Company, to be held as above directed, the members then present shall decide and determine, by a by-law of the Company to be then passed, the mode and Retirement of manner in which the two retiring members shall be then and in future elected, and the notice of all subsequent general annual meetings for election of Directors shall contain the names of the two retiring Directors.

two Directors.

IX. Each member of the said Company shall be entitled to Members enthe number of votes proportioned to the amount of stock by titled to votes him, her or them insured or held at least one month prior to in proportion to stock acthe time of voting according to the following rates, that is to cording to say: Mutual Members, for any sum insured in the said Com- scale. pany, amounting to fifty pounds, one vote; two hundred pounds, two votes; three hundred and fifty pounds, three votes; and five hundred pounds, four votes; Proprietary Members, 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.

proper day.

X. If it shall happen at any time or for any cause that an Corporation election of Directors shall not be made on any day when, pur- not dissolved suant to this Act or the By-laws and Ordinances of the Com- it Directors be pany, it ought to have been made, the said Corporation shall not elected on not for that cause be dissolved, but it shall be lawful on any other day to hold and make an election of Directors in such manner as shall be regulated by the By-laws and Ordinances of the Company, and the Directors in office shall so continue until a new election shall be made.