election.

given or such meeting held, as provided in section 4; 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 on the stock then due. All such Mode of elections shall be by ballot, and the number of persons as fixed by by-law who shall receive the greatest number of votes at such election shall be directors, except as herein provided, and, if two or more persons receive an equal number of votes in such a manner that a greater number of persons shall appear to be chosen as directors, then the directors who receive a greater number of votes, or a majority of them, shall determine which of the said persons so receiving an equal number of votes shall be the director or directors so as to complete the whole number of directors required by this Act; and the said directors, as soon as may be after the President and said election, shall proceed in like manner to elect by ballot vice-president. one of their number to be president and one to be vice-president. The vice-president or any director may be appointed manager or managing director of the company.

vacancies in

7. Any vacancy in the directorate, by reason of the Filling death, resignation or disqualification of any member, shall board. be filled for the remainder of his term of office by the remaining directors, or a majority of them, electing in place of such director a shareholder eligible for such office.

of a director.

8. No person shall be eligible to be or continue as a Qualification director unless he shall hold in his own name, or as a trustee, stock in the said company to the amount of ten shares, whereof at least 20 per cent. shall have been paid in, and upon which all calls made shall have been paid, or if he be in any manner indebted to the company.

benefit for

of

owing use name as

director.

(a) No person shall be eligible to be or continue as a Penalty for director unless he shall hold in his own name at least ten stock or other accepting shares of the stock of the said company, whereon at least ten per cent in cash shall have been paid in, and upon which all calls made shall have been paid in full, or if he be in any manner indebted to the company, and no person shall accept an allotment or receive a transfer of any shares of such stock, or any other benefit or advantage, from the company or from any person connected with it in consideration of allowing the use of his name as such director under a penalty of $100.00, to be recovered on summary conviction thereof before a police magistrate or two justices of the peace.

dissolved by

9. Failure of the shareholders to elect directors on any Company not day when such election should be made shall not operate or failure to elect be deemed to operate to dissolve the company, but it shall be directors at lawful on any other day, after notice has been given as pro

proper time.

Voting by shareholders.

Majority to govern.

Powers and objects of the company.

Form of execution of policies and contracts.

Forfeiture and sale for non

payment of calls.

vided in section 4, unless it be an adjourned meeting, to hold and make an election in such manner as may be arranged by the directors for the time being, and the directors in office shall so continue until their successors have been duly elected.

10. At all meetings of the said company each shareholder shall be entitled to give one vote for every share held by him for not less than fourteen days prior to the time of voting, upon which all calls then due have been paid; such vote may be given either in person or by proxy.

11. All questions proposed for the consideration of the shareholders shall be determined by the majority of votes, the chairman presiding at such meeting, in addition to his own vote, having a casting vote in case of an equality of votes.

12. The said company shall have power to carry on its business and to make contracts contracts of insurance with any persons, firms or corporations against loss or damage by breakage or otherwise to plate or other glass, whether placed in windows, doors or other parts of buildings, and whether stored in transit on shore or afloat, for such time or times, and for such premiums and considerations, and with such modifications or restrictions, and upon such conditions, as may be bargained or agreed upon or set forth by and between the company and the person or persons insured or to be insured, and to cause themselves to be re-insured against any loss or risk they may have incurred in the course of the business; and generally to do and perform all other necessary matters and things connected with and proper to promote the objects for which said company is incorporated; and all policies or contracts issued or entered into by the said company shall be under the seal of the said company, and shall be signed by the president or vice-president and countersigned by the manager or otherwise, as may be directed by the by-laws, rules and regulations of the company, and being so sealed, signed and countersigned shall be deemed valid and binding upon the said company according to the tenor and meaning thereof.

13. Any shareholder refusing or neglecting to pay the calls due upon any share or shares held by him shall or may, at the instance of the directors, forfeit such share or shares, together with the amount previously paid thereon, and such forfeited share or shares may be sold by the directors after thirty days' notice, to be sent by post prepaid and registered to the last known address of such shareholder, and the money arising therefrom shall be applied towards the payment of such unpaid calls, with interest and expenses of

proceeds of

sale; provided always that, in case the money realized by Disposition of any sale of shares be more than sufficient to pay all arrears sale. and interest, together with the expenses of such sale, the surplus of such moneys shall be paid on demand to the former shareholder, and no more shares shall be sold than shall be necessary to pay the arrears due by said shareholder, with interest and expenses of sale.

calls.

proof at trial.

14. If payment of such arrears, calls, interest and ex-Proceedings penses be made before any share so forfeited shall have in actions for been sold, such share shall revert to the owner as if the same had been duly paid before forfeiture thereof, and, in all actions and 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 arrears amount to, for such and so many shares, whereby an action has accrued to the company by virtue of this Act, and on the trial it shall only be necessary to prove that the defend-Necessary ant was owner of the said shares of the company, that said calls were made, and 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 calls or any other matter whatsoever than by this section specially required, and any copy or extract of any by-law, rule, regulation or minute, or of any entry in any book of the company, certi- Certified fied to be a true copy or extract under the hand of the presi-evidence. dent or vice-president or the manager or secretary of the company, and sealed with the seal thereof, shall be received in all courts and proceedings as prima facie evidence of such by-law, rule, regulation, minute or entry without any further proof thereof, and without proof of the official character or signature of the officer signing the same or of the corporate seal.

copies as

al meetings.

15. Special meetings of the shareholders may be called Special generin such manner as may be provided for by the by-laws and by giving not less than ten days' notice, provided that such meetings may be held without any notice if all the shareholders are present. At all meetings of the shareholders who to the president, or in his absence the vice-president, or, in the absence of both of them, a director chosen by the shareholders, shall preside, who in case of an equality of votes shall give the casting vote in addition to his vote as a shareholder.

preside.

annual

16. The election shall be held at the annual meeting of Business at shareholders. All business may be transacted at such meetings. meeting without the necessity of specifying such business

Powers of the directors.

may be

enacted by

them.

in the notice of such meeting, and a general balance sheet of the affairs of the company, with a list of all shareholders, and all such further information as shall be required by the by-laws of the company, shall be laid before the meeting.

17. Subject to the provisions of this Act the directors shall have power and authority to make, and from time to time to alter, such by-laws, rules, regulations and ordinances as shall appear to them proper and needful touching the well-ordering of the business of the company, the management and disposition of its stock, property, estate and effects, the execution of documents for and in its behalf, and in all things to administer the affairs of the company, and to make or cause to be made for the company all contracts into which by law the company can enter, and may By-laws that from time to time make by-laws regulating the allotment of stock, the making of calls thereon, the payment thereof, the issue and registration of stock certificates, the forfeiture of stock for non-payment, the disposal of such forfeited stock and the proceeds thereof, the transfer of stock, the declaring and payment of dividends, the number and term of service of directors, the appointment, functions, duties and removal of agents, officers and servants of the company, the security to be given by them, their remuneration, and that (if any) of the directors, the time and place of annual and other meetings of the company, the calling of meetings of the board of directors and of the company, the requirements as to proxies, the procedure in all things at meetings, the imposition and recovering of all penalties and forfeitures admitting of regulation by by-law, and the conduct and management in all other particulars of the affairs of the company, and may from time to time repeal, amend or re-enact the same. Provided always that all such by-laws, rules and regulations, made by the directors as aforesaid, shall only be valid and binding until the next annual meeting of the shareholders, unless they are then approved by such meeting, and shall thereafter have force and effect as so approved or modified at such meeting until amended or altered; provided always that such by-laws do not contravene any of the provisions of this Act.

Confirmation of by-laws at annual meeting.

Transfer of shares.

18. No transfer of any share of the capital stock of the said company shall be valid until entered in the books of the company, according to such form as may be from When consent time to time fixed by the by-laws; and until the whole of the subscribed stock of the shareholder is paid up it shall be necessary to obtain the consent of the directors for the time being to such transfer being made. Provided always that no shareholder indebted to the company shall be permitted

of directors

necessary.

to make a transfer or receive a dividend until such debt is paid or secured to the satisfaction of the directors; and no transfer of stock shall at any time be made until all calls thereon due up to the time of transfer shall have been paid.

holdings.

19. And the company shall have power to acquire and Real estate hold real estate for the purpose of its business, within the Province, of an annual value not exceeding twenty-five thousand dollars, and to sell and dispose of the same, and acquire other property in its place, as may be deemed expedient, and further to take, hold and acquire all such lands and tenements, real or personal estate as shall have been bona fide mortgaged to it by way of security or conveyed to it in satisfaction of debts previously contracted in the course of its business, or purchased at sales upon judgments which shall have been obtained for such debts, or purchased for the purpose of avoiding a loss to the company in respect thereof, or of the owner thereof, and to retain the same for a period not exceeding seven years from the date of the acquisition thereof; and the company may invest its funds Investments or any part thereof in any of the public securities of the Dominion of Canada or any of the Provinces thereof, or in the stocks of any bank, or in the bonds or debentures of any incorporated city, town, municipality or school district authorized to issue bonds or debentures, or in mortgages or loans upon real estate, and may sell and transfer the same.

of the funds.

shareholders

20. In the event of the property and assets of the said Liability of company being insufficient to liquidate its debts, liabilities limited. 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, and no shareholder shall be liable to any action, for any debt, liability or engagement of the said company, by any creditor thereof before an execution against the company has been returned unsatisfied in whole or in part.

tion with, or

another

21. The company shall, at a general meeting of the Amalgamashareholders, called in the manner provided in section 4, purchase of, have power to amalgamate with or purchase the business of or sale to, any other insurance ocmpany, or to sell out and dispose of company, the business of the company to any other company, upon such terms and conditions as may be agreed upon, and as shall not impair the recourses or remedy of any creditor of either company; but before the completion of any such amal- with consent gamation, purchase or sale the consent of two-thirds of the holders. shareholders present at such meeting in person or represented by proxy, and holding at least fifty per cent. of the

of share