CHAP. 116.

An Act to incorporate the Ottawa Life Insurance

Company.

[Assented to 27th April, 1907.]

HER

WH EREAS a petition has been presented praying that it be Preamble

enacted as hereinafter set forth, and it is expedient to grant the prayer of the said petition: Therefore His Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

1. John William Lambly, Robert Wynyard Powell, George IncorporaStanistreet MacCarthy, Arthur Bentley Broderick, and Glyn tion. Osler, all of the city of Ottawa, together with such persons as become shareholders in the Company, are hereby incorporated under the name of "The Ottawa Life Insurance Company," Corporate hereinafter called "the Company."

name.

directors

2. The persons named in section 1 of this Act, together Provisional with such persons, not exceeding eleven, as they associate with and their them, shall be the provisional directors of the Company, a powers. majority of whom shall be a quorum; and they may forthwith open stock books, procure subscriptions of stock for the undertaking, make calls on stock subscribed, and receive payments thereon, and shall deposit in a chartered bank in Canada all moneys received by them on account of stock subscribed or otherwise received by them on account of the Company, and shall withdraw the same for the purposes only of the Company, and may do generally what is necessary to organize the Company.

3. The capital stock of the Company shall be one million Capital. dollars divided into ten thousand shares of one hundred dollars Shares. each.

Business powers.

Head office.

Calls.

Proviso as to

commencing insurance business.

Proviso.

General meeting.

Election of

shareholders' directors.

of

4. The Company may effect contracts of life insurance with any person or persons, and may grant, sell or purchase annuities and grant endowments contingent upon human life, and, generally, may carry on the business of life insurance in all its branches and forms.

5. The head office of the Company shall be in the city of Ottawa, in the province of Ontario.

6. The shares of the capital stock subscribed for shall be paid by such instalments and at such times and places as the directors appoint; the first instalment shall not exceed twentyfive per cent, and no subsequent instalment shall exceed ten per cent, and not less than thirty days' notice of any call shall be given: Provided that the Company shall not commence the business of insurance until one hundred thousand dollars of the capital stock have been paid in cash into the funds of the Company, and deposited in some chartered bank in Canada, to be appropriated only for the purposes of the Company under this Act: Provided further that the amount so paid in by any shareholder shall not be less than ten per cent of the amount subscribed by such shareholder.

7. So soon as five hundred thousand dollars of the capital stock of the Company have been subscribed and ten per cent of that amount has been paid into some chartered bank in Canada, the provisional directors shall call a general meeting of the shareholders of the Company at some place to be named, in the city of Ottawa, at which meeting the shareholders present in person or represented by proxy, who have paid not less than ten per cent on the amount of shares subscribed for by them, shall elect eleven directors, hereinafter called "shareholders' directors."

Qualification 8. No person shall be a shareholders' director unless he holds shareholders' in his own name and for his own use at least forty shares of the capital stock of the Company, and has paid all calls due thereon and all liabilities incurred by him to the Company.

directors.

Officers.

Votcs.

Proxies.

Policy-holders' directors.

9. The directors shall elect from among themselves a president, and one or more vice-presidents.

10. At all general meetings of the Company each shareholder present in person or represented by proxy, who has paid all calls due upon his shares in the capital stock of the Company shall have one vote for each share held by him. Every proxy representing a shareholder must be himself a shareholder and entitled to vote.

11. At the third annual meeting of the Company, and thereafter at each annual meeting, there shall be elected by the

policy-holders from and among their number eight policyholders' directors who are not shareholders.

12. Every person whose life is insured under a policy or Qualification of policypolicies of the Company for one thousand dollars or upwards, holders whether such person is a shareholder of the Company or not, directors shall be a member of the Company and be entitled to attend and vote in person or by proxy at all general meetings of the Company, but policy-holders as such shall not be entitled to vote for the election of shareholders' directors. Every proxy representing a policy-holder shall be a policy-holder and entitled

to vote.

2. Any such policy-holder who is not a shareholder shall be eligible for election as a policy-holders' director.

13. The policy-holders' directors shall meet with the share- Powers of holders' directors and shall have a vote upon all business matters. ers' directors.

policy-hold

14. At all meetings of the directors for the transaction of Quorum. business, a majority shall be a quorum.

15. After the organization of the Company and commence- Annual general ment of business a general meeting of the Company shall be called meeting. at its head office once in each year, and at such meeting a statement of the affairs of the Company shall be submitted.

annual

16. Notice of the annual meeting shall be given by publica- Notice of tion in two issues of The Canada Gazette at least fifteen days general. prior thereto, also in six consecutive issues of a daily newspaper meeting. published at the place where the head office of the Company is located, and such notice shall state that policy-holders may, in accordance with the provisions of this Act, vote for and elect eight policy-holders' directors.

17. The directors may, from time to time, set apart such Distribution portion of the net profits as they deem safe and proper for dis- of profits. tribution as dividends or bonuses to shareholders and holders of participating policies, ascertaining the part thereof which has been derived from participating policies and distinguishing such part from the profits derived from other sources; and the holders of participating policies shall be entitled to share in that portion of the profit so set apart which has been so distinguished as having been derived from participating policies to the extent of not less than ninety per cent thereof; but no dividend or bonus shall at any time be declared or paid out of estimated profits, and the portion of such profits which remains undivided upon the declaration of a dividend, shall never be less than onefifth of the dividend declared.

18. Whenever any holder of a policy, other than a term or Failure to pay natural premium policy, has paid three or more annual premiums premiums.

Rights of policy-holder.

Entry on policy.

If lien on policy.

Keeping of policy in force.

Application

of R.S., c. 79.

R.S., c. 34.

R.S., c. 34 to apply.

thereon, and fails to pay any further premium, or desires 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 directors ascertain and determine, or to be paid in cash such sum as the directors fix as the surrender value of the policy, such sum in either case to be ascertained upon principles to be adopted by by-law applicable generally to all such cases as may occur, or the extended insurance for a term proportionate to such cash surrender value.

2. The sum so ascertained and the duration for which insurance may be extended, based upon the assumption that the policy is not subject to any lien by way of loan or otherwise, shall be inserted in the policy and form a part of the contract between the Company and the insured.

3. In the event of the policy being subject to any such lien when default is made in payment of a premium as aforesaid, such lien shall be taken into account in fixing the cash surrender value and the paid-up or commuted policy herein referred to.

4. Until the policy-holder elects to accept such cash surrender value or such paid-up and commuted policy, such cash surrender value shall be applied by the Company to maintain the policy in force at its full face value until the whole of the surrender value is exhausted.

19. Part II. of The Companies Act, except sections 125, 141, 165 and 168 thereof, shall apply to the Company in so far as the said Act is not inconsistent with any provisions of this Act or of The Insurance Act.

20. This Act, and the Company, and the exercise of the powers hereby conferred, shall be subject to the provisions of The Insurance Act.

OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the King's most Excellent Majesty.