4-5 EDWARD VII.

CHAPTER 54.

An Act to incorporate "The Assiniboine Fire Insurance

Company."

[Assented to 31st January, 1905.]

WHEREAS Alexander Macdonald, wholesale merchant; Preamble.

Elisha Frederick Hutchings, wholesale merchant;

Robert Wyatt, retail merchant; Thomas Alexander Irvine, master plumber; James Tees, commission merchant; G. H. West, barrister-at-law; W. T. Creighton, lumber merchant; D. A. Ross, real estate agent, and Thomas Sharpe, contractor, all of the City of Winnipeg, in the Province of Manitoba, have by their petition prayed that they may be incorporated as insurers under the name of "The Assiniboine Fire Insurance Company," and it is expedient to grant their prayer,

Therefore His Majesty, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

1. The persons hereinbefore named, and all such per- Incorporation. sons as shall become shareholders in the said company, shall be and the same are hereby ordained, constituted and declared to be a body corporate and politic in law, in fact and in name, under the style and title of "The Assiniboine Fire Insurance Company," for the purpose of effecting insurance against losses by fire, lightning and wind storms, and as such to have perpetual succession, with a corporate seal, and power from time to time to make, alter, break or change the same, and by and in that name shall be capable of contracting and being contracted with, and suing and being sued, pleading and being impleaded in any Court of law or equity whatsoever.

Capital stock.

Provisional directors and

Stock books.

2. The capital stock of the said company shall be one million dollars, divided into ten thousand shares of one hundred dollars each, which said shares shall be and are hereby vested in the several persons to whom they shall be allotted, their legal representatives and assigns, subject to the provisions of this Act.

3. For the purpose of organizing the said company the their powers. persons named in the preamble to this Act shall be the provisional directors thereof, and they or a majority of them may cause stock books to be opened, upon which stock books shall be recorded the subscriptions of such persons as desire to become shareholders in the said company, and such books shall be opened in the City of Winnipeg and elsewhere at the discretion of the said provisional directors, and remain open so long as they may deem necessary. The said provisional directors are hereby authorized to receive from the shareholders a deposit of 10 per cent. on the amount of their stock subscribed by them respectively, and to pay all costs and expenses incurred in the application for and obtaining the passage of this Act. So soon as the directors shall have been elected the powers and functions of the provisional directors shall cease and determine.

First meeting of shareholders.

How called.

4. When one hundred thousand dollars of the said capital stock shall have been subscribed as aforesaid, and 20 per cent. of the amount so subscribed paid in, the provisional directors may call a meeting of the shareholders at some place in the City of Winnipeg by addressing a circular notice of such meeting to each shareholder, at his or her last known place of residence, or as entered in the stock book, paying the postage thereon and depositing the same in His Majesty's post office not less than twenty days prior to the date therein set for said meeting, at which board of nine meeting the shareholders present in person or by proxy shall elect nine directors in the manner hereinafter provided, who shall constitute a board of directors and shall hold office until their successors are elected.

Election of

directors.

Calls on stock.

When com

pany may commence

business.

5. The shares of capital stock subscribed for shall, after the first payment thereon, be paid in by such instalments and at such times and places as the said provisional directors shall appoint. No such instalment shall exceed 10 per cent., and not less than one month's notice of any calls upon stock shall be given, and trustees, executors, administrators and curators paying instalments upon the shares of deceased shareholders shall be and are hereby respectively indemnified for paying the same, provided always that it shall not be lawful for the said company to

commence the business of fire insurance until at least twenty thousand dollars shall have been actually paid in on account of subscribed stock.

of the

6. The stock, property, affairs and concerns of the said Management company shall be managed and conducted by the directors, company. one of whom shall be chosen president and one vice-president, who shall hold office for one year, subject to the provisions of this Act. The said directors shall be share- Annual meeting. holders, resident in Manitoba, and elected at the annual meeting of shareholders to be held at the City of Winnipeg, or at such other place as may be designated by by-law as the head office of the company within the Province of Manitoba, in each year, on such day as may be appointed by by-law, not less than twenty days' notice of such meeting being given, as provided in section 4; and the said election shall be held and made by such of the shareholders present in person or by proxy as shall have paid all calls on stock then due. All such elections shall be by ballot, and the nine Proceedings persons who shall receive the greatest number of votes at any such election shall be directors, except as herein provided, and if two of 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 the 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 shall, within ten days after Election of the said election, proceed in like manner to elect by ballot vice-president. one of their number to be president and one to be vicepresident. The president, vice-president or any director may be appointed manager or managing director of the company.

at.

president and

vacancies on

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 directors.

8. No person shall be eligible to be or continue as a Qualifications 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.

9. Failure of the shareholders to elect directors on any Company not day when such election should be made shall not operate because

to be dissolved

elections not held on proper day.

One vote for each share.

Voting by proxy.

Majority to decide all questions.

Powers of the company.

or be deemed to operate to dissolve the company, but it shall be lawful on any other day of which due notice shall be given, unless there has been a proper adjournment of a regular meeting to such day, 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 votes 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 votes, having a casting vote in case of an equality of

votes.

12. The said company shall have power to make and effect contracts of insurance with any person or persons or bodies politic or corporate against any loss or damage by fire, lightning or windstorm on any houses, stores or other buildings whatsoever, and on any shipping, or vessels whatsoever, or whithersoever proceeding, against loss or damage by fire, and in like manner on any goods, chattels or personal estate whatsoever, 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 How policies 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 bylaws, 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.

to be executed.

Who may subscribe for shares.

13. Any person or persons or body corporate or politic may subscribe for shares in the capital stock of the said company except where prohibited by law from so doing.