Annual gen and ballot for election of Directors. shall be eligible to office as Directors or otherwise: Provided always that the President, Vice-President and a majority of the Directors shall reside in Canada, and be subjects of Her Majesty. 7. Whenever a Director shall have absented himself from the meetings of the Board of Directors during three consecutive months, unless by leave of absence from the Board, or shall become notoriously insolvent or bankrupt, or shall cease to be a registered owner, as aforesaid, of one hundred shares of the capital stock of the Company, his office shall, ipso facto, become vacant. 8. The annual general meeting of the shareholders shall be eral meeting held on the first Thursday in February in each year, or, if that day be a holiday, on the next succeeding day, at the hour of two of the clock in the afternoon; and the ballot for the election of Directors shall be kept open for two hours,-at the expiration of which time the ballot shall be closed, and when so closed, no person shall have a right to vote, on any pretence whatever. Special meetings, how called. Notice of meetings, of Shareholders, &c. Quorum. Enforcing payment of What sufficient allegations. And proof. 9. Special meetings of the shareholders may be called for any day not a Sunday or holiday, by order of the President, or, in his absence, of the Vice-President, or on the requisition of at least ten shareholders, representing not less than one thousand shares of the capital stock of the Company. 10. All meetings of shareholders may be held in such place in the City of Montreal, as the Directors may select; and notices of all such meetings shall be given by advertisement during the ten days preceding the day fixed for the meeting, in an English and a French newspaper published in the City of Montreal, and in such other manner as the Directors may deem fit: The quorum at all such meetings shall consist of twelve shareholders; and no person shall be entitled to act or vote as at proxy any such meeting unless he be a registered shareholder of stock owned absolutely in his own right and not in trust. 11. The Company may enforce payment of all calls and interest thereon by action in any competent court; and in such action it calis by action. shall not be necessary to set forth the special matter, but it shall be sufficient to declare that the defendant is a holder of one share or more, stating the number of shares, and is indebted in the sum of money to which the calls in arrear amount, in respect of one call or more upon one share or more, stating the number of calls and the amount of each, whereby an action has accrued to the Company; and a certificate purporting to be under the seal of the Company and to be signed by any officer of the Company, to the effect that the defendant is a shareholder, that such call or calls has or have been made, and that so much is due by him and unpaid thereon, shall be received in all courts of law as prima facie evidence to that effect. books of Com pany, &c. 12. Any such certificate as last aforesaid, or a copy of any by- Proof of bylaw, rule, regulation or minute, or of any entry in any book of laws, entry on the Company, certified to be a true copy or extract under the hand of the President or Vice-President, or the Manager or Secretary of the Company, and sealed with the corporate seal, shall be received in all courts and proceedings, as prind 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. certain limits. 13. It shall be lawful for the Directors of the said Company, Increase of with the consent of the majority in value of the shareholders capital within present at any meeting of shareholders, to increase the capital stock of the said Company, from time to time, to an amount not exceeding in all the sum of ten millions of dollars, subject to the conditions in section three of the original charter contained. 14. So much of the said Act incorporating the said Company Repeal of inas is contrary to or inconsistent with the provisions of this Act is consistent hereby repealed. enactments. CHAP. 88. An Act to amend the Act incorporating the Confederation Life Association, [Assented to 26th May, 1874.] HEREAS the Confederation Life Association has petitioned Preamble. for an amendment of the Act passed in the thirty-fourth 34 V. c. 54. year of Her Majesty's reign, intituled "An Act to incorporate the Confederation Life Association;" and 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 General Board may by by-law fix the time for holding Time for hold the annual meeting of the Association, and change the same from ing annual meeting, how time to time as may be deemed expedient, so that the annual fixed. meeting shall be held not later than the first day of May in any year; and it shall be lawful to fix and hold the annual meeting to be held next after the passing of this Act, at any time not later than the firs day of May, one thousand eight hundred and seventyfive; and such meeting and all things done thereat shall be as valid and effectual as if the meeting had been held in the present year. 2. The General Board may by by-law fix the time for the Financial year ending of the financial year of the Association, and a statement and statements under 31 V.. made c. 48, s. 14. 34 V., c. 54, s. 8, amended, Sections 18and made up from the making of the last preceding statement to the balancing day fixed by any such by-law shall be a sufficient compliance for the first year after the passing of this Act with the fourteenth section of the "Act respecting Insurance Companies," passed in the thirty-first year of Her Majesty's reign, and chaptered forty-eight. 3. The eighth section of the said Act in the preamble to this Act mentioned is hereby amended by striking out the words "in addition to ex-officio members." 4. The eighteenth and nineteenth sections of the said Act are 19 repealed. hereby repealed, and the following section is substituted therefor: New section, paid. "Whenever any holder of a policy shall have paid two or more as to policies surrendered or annual premiums thereon, and shall fail to pay any further prepremium not mium or shall desire to surrender the policy, the premiums paid shall not be forfeited, but he shall be entitled to receive a paid-up and commuted policy for such sum as the General Board may ascertain and determine, or to be paid in cash such sum as the General Board may fix as the surrender value of the policy; such sums to be ascertained upon principles to be adopted by by-laws applicable generally to all such cases as may occur; provided he shall demand such paid-up and commuted policy or such cash payment while the original policy is in force, or within six months after his failure to pay a premium thereon." Section 21. amended. 5. The twenty-first section of the said Act is hereby amended by inserting the words "in or on" after the words "real estate or" in the seventh line of the said section, and by striking out the proviso in the last three lines of the said section contained. Preamble, CHAP. 89. An Act to incorporate "The Ottawa Agricultural Insurance Company." [Assented to 26th May, 1874] THEREAS the Honorable William H. Chaffers, Senator, William H. Brouse, M.P., Robert Blackburn, M.P., PUTTO St. Jean, M.D., M.P., William Gibson, M.P., John P. Feathers n. Thomas McKay, Allan Gilmour, Gordon Burleigh Pattee. Ma tin Wholehan, the Honorable James Skead, Senator, John Rochester, M.P., and Cyril Archibald, M.P., have by their petition represer tod that they are desirous of forcing an association for the insur of farm property and residences against loss and damage by to and lightning, and believe that the establishment of an ass tion, confining its business to this class of risks, would be greatly beneficial to the interests of the people of this Dominion, and have prayed that they might be incorporated for the purpose of carrying on a business of this description by the name of "The Ottawa Agricultural Insurance Company;" and it is expedient to grant their prayer: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. The several persons mentioned in the preamble, together Certain persons incorpor with all such persons as now are, or shall hereafter become mem- ated. bers of the said Company, and their respective administrators, executors and assigns, shall be and are hereby constituted and declared to be a corporation, body politic and corporate, under the name of "The Ottawa Agricultural Insurance Company;" Corporate and the head office of the said Company shall be in the City of name and Ottawa. head office. 2. The Company shall have a common seal, and may sue and Corporate be sued, contract and be contracted with, in the corporate name Powers, aforesaid. 3 The capital stock of the said Company shall be five hundred Capital stock thousand dollars, divided into five thousand shares of one hundred and shares. dollars each, which said shares shall be, and are hereby, vested in the several persons who shall subscribe for the same, their legal representatives and assigns, su ject to the provisions of this Act: Provided always that it shall be lawful for the said Company to increase the amount of the stock at any time, or from time to Increase, how time, to an amount not exceeding in the whole one million of authorized and dollars, as a majority of the shareholders at a special general meeting to be expressly convened for that purpose may agree upon. limited. Company. 4. When duly licensed under the Act respecting Insurance General busiCompanies, the said Company shall be legally authorized to make ness of the and effect contracts of insurance with any person or persons, body politic or corporate, against loss or damage by fire or lightning on dwellings, barns and outbuildings, with their contents and other detached property, for such time and for such premiums or considerations, and under such modifications and 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 agreeing with them for such insurance; and to cause themselves to be re-insured against any loss or risk they may incur in the Re-insurance. course of their business; and generally to do and perform all other necessary matters and things connected with and proper to promote the objects aforesaid. insurance 5. All policies or contracts of insurance issued or entered into Form of by the said Company, shall be under the seal of the said Company policies of and shall be signed by the President or Vice-President, and binding on countersigned by the Manager or Secretary, or otherwise, as may the Company. be Provisional Opening of stock books, when, where, and for how long. First general meeting of shareholders. when and where held. 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 them according to the tenor and meaning thereof. persons 6. For the purpose of organizing the said Company, the named in the preamble to this Act shall be Provisional Directors thereof, and they, or a majority of them, may cause stock books to be opened after giving due public notice thereof,-upon which stock books shall be recorded the subscriptions of such persons as desire to become shareholders in the Company; and such books shall be opened in the city of Ottawa and elsewhere, and for such time as the Provisional Directors shall deem necessary. 7. When and so soon as one hundred thousand dollars of the said capital stock shall have been subscribed as aforesaid, and 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 Ottawa, giving at least ten days' notice thereof in the Canada Gazette and also in some daily newspaper published in the said city; at which general meeting the shareholders present, in person or by proxy, shall elect fifteen Directors in the manner and qualified as hereinafter provided, who shall constitute a Board of Directors and Proviso: when shall hold office until the first Wednesday in January in the year go into opera- following their election: Provided the said Company shall not commence business until at least fifty thousand dollars of its capital stock shall be paid up. Election of Directors. Company may tion. Calls on Stock, frequency limited. 8. The shares of the capital stock subscribed for shall be paid amount and in and by such instalments, and at such times and places as the said Directors shall appoint. But such instalments shall be payable at periods of not less than three months' interval; and no instalment shall exceed five per cent, and not less than one month's notice thereof shall be given. Board of Directors and officers. Directors. 9. The stock, property, affairs and concerns of the said Company shall be managed and conducted by a Board of Directors, which shall be composed of fifteen members of the said Company, one of whom shall be chosen President and one Vice-President, who excepting as hereinbefore provided, shall hold office for Qualification one year; which Directors shall be shareholders residing in and election of Canada, and be elected at the annual general meeting of shareholders to be holden in the City of Ottawa on the first Wednesday in January in each year, or such other day as may be appointed by by-law-not less than ten days' notice of such meeting being given in the Canada Gazette and also in some daily newspaper Shareholders published in the said city; and the said election shall be held and inade by such of the shareholders present in person or by proxy as shall have paid all calls made by the Directors and then due; and all such elections shall be by ballot, and the fifteen persons who shall have the greatest number of votes at any such election qualified to vote. shall |