CHAPTER 99.

An Act to incorporate "The Pacific Casualty Company.'

[Assented to March 24th, 1911.]

WHEREAS a petition has been presented, praying that

it be enacted as hereinafter set forth, and it is exped

ient to grant the prayer of the said petition,

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

tors.

tion.

1. John Tully, real estate agent; William Taylor Speed, Incorporaaccountant; James Malcolm Carmichael, student-at-law; George Young, student-at-law, and Sveinbjorn Arnason, real estate agent, all of the City of Winnipeg, together with such persons as shall become shareholders in the company, shall be and are hereby constituted and declared to be a body cor- Incorporaporate and politic in law and in fact under the name and style of." The Pacific Casualty Company," hereinafter called Name. "the company," and as such to have perpetual succession, with a corporate seal, and power from time to time to make, Incidents alter, break or change the same, and by that name to be sued, poration. plead and be impleaded in all courts whatsoever.

stock.

2. The capital stock of the company shall be five hun- Capital dred thousand ($500,000) dollars, divided into ten thousand (10,000) shares of fifty ($50) dollars each; provided always that it shall and may be lawful for the company, by by-law, to increase its capital stock to a sum not exceeding one mil Increase of. lion dollars, as the shareholders by by-law may determine.

directors.

powers and

3. For the purpose of organizing the company the per- Provisional sons 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, procure subscriptions of stock for Their the undertaking, make a first call on stock subscribed of ten duties. per cent. and receive payments thereon, and shall deposit in a chartered bank or trust company all moneys received by them on account of stock subscribed or otherwise received by them on account of the company, and may withdraw the same for the purpose of the company only, and may do generally whatever is necessary to organize the company.

When first meeting of

may be. called.

Manner of calling.

4. So soon as fifty thousand dollars of the said capital shareholders stock shall have been subscribed as aforesaid, and twenty per centum of the amount so subscribed paid in, the provisional directors may call a general meeting of shareholders 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, by registered post, and depositing same in His Majesty's post office not less than ten days prior to the date therein set for said meeting, at which general meeting the shareholders, present in person or represented by proxy, shall elect ten directors in the manner hereinafter provided, who shall constitute a board of directors and shall hold office until their successors are elected, and the directors shall have power by by-law, at any time hereafter, to change the number of directors to any number not less than ten and not more than twenty-five, and may then commence business.

Election of first board of ten directors.

Number may be increased.

Calls on shares.

Management

of company

Annual elections.

5. The shares of capital stock subscribed for shall, after the first payment thereon, be paid in such instalments and at such times and places as said directors shall appoint. No such instalments shall exceed twenty per centum, and not less than one months' notice of any calls upon stock shall be given.

6. The stock, property, affairs and concerns of the comby directors. pany shall be managed and conducted by the directors, 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 shareholders and elected at the annual general meeting of shareholders, to be held in each year at such place and on such day as may be appointed by by-law, not less than ten 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 represented by proxy, as shall have paid all calls on stock when due. The said directors shall, so soon as may be after their said election, proceed to elect one of their number to be president and one to be vice-president. The president, vice-president or any director, or other person, may be appointed manager of the company.

Voting on shares.

President, vice-presid

ent and manager.

Filling vacancies on board.

Qualifica

tion of a

7. Any vacancy happening among the directors by death, resignation or disqualification, during the current year of office, shall be filled for the remainder of the term by the remaining directors or a majority of them, electing in place of such director or directors a shareholder or shareholders eligible for such office.

8. No person shall be eligible to be or continue as a dir director. ector unless he shall hold in his name at least ten shares of

the stock of the company, whereon at least ten per centum in cash shall have been paid in, and upon which all calls made shall have been paid in full.

not to be

elect

to

9. In case it should at any time happen that an election of company directors of the company should not be made on the day when dissolved by it should have been made under the provisions of this Act, the failure company shall not thereby be or be deemed to have been dis- directors. solved, but it shall be lawful on any day of which due notice has been given, as provided by section 4 hereof, unless such day is one to which a meeting of which notice has been duly subsequent given has been regularly adjourned, to hold and make an election in such manner as may be regulated by the directors for the time being, and the directors in office shall so continue until their successors have been duly elected.

election.

for each share.

Proxies.

10. At all general meetings of the company each share- one vote holder shall be entitled to give one vote for every share held by him, upon which all calls then due have been paid; such votes may be given either in person or by proxy, but the holder of such proxy must himself be a shareholder; and such proxies must be according to a form prescribed by the directors, all proxies to be filed with the secretary six days prior to any meeting at which they are to be used.

decide.

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

insurance

12. (a) The company may make contracts of insurance Kinds of or re-insurance with any person or persons, or bodies corporate authorized. or politic, against any accident or casualty of whatsoever nature or from whatsoever cause arising to individuals, whether the insured may suffer injury to.himself or his property, or be disabled, including sickness not ending in death, or in case of death from any accident or casualty, not including sickness, securing to the person assured or his representative the payment of a certain sum upon such terms and conditions as are agreed upon.

insurance.

(b) The company may make contracts of insurance or sickness re-insurance with any person or persons, bodies corporate or politic, as to the health of any individual or individuals, and to indemnify said person or persons against loss of time or employment during any period of sickness as may seem to the company advisable. The company may make Life incontracts of insurance or re-insurance with any person or limited to persons, or bodies corporate or politic, in regard to the life of the of any person or persons, providing that the amount of insur

surance

one-tenth

accident

Fidelity insurance.

Guarantee insurance.

Insuring the payment

of costs.

Guaranteeing against liabilities

of trustees.

Agent for other companies carrying on similar business.

Chief place of business.

Branches or agencies.

Sale of

shares if calls not paid.

Application

of proceeds.

ance in such cases is not to exceed one-tenth of the amount of accident insurance named in the policy on said person or person's life or lives.

(c) The company may also guarantee the fidelity of persons filling or about to fill situations of trust or confidence and the due performance and discharge by such persons of all or any of the duties and obligations imposed upon them by contract or otherwise; guarantee the due performance and discharge by receivers, official and other liquidators, committees, guardians, executors, administrators, trustees, attorneys, brokers and agents, of their respective duties and obligations; guarantee the payment of costs by any person or persons, firm or corporation entering, carrying on, interested in, or appealing to any court any suit or proceedings of any kind whatever, including arbitrations, and whether such person, persons, firm or corporation be plaintiff or defendant, or otherwise liable in any contingency to pay costs in respect of such legal suit or proceeding; guarantee persons filling or about to fill situations of trust and confidence against liabilities in connection therewith, and in particular against liabilities resulting from the misconduct of any co-trustee, co-agent or other

person.

(d) The company may also act as agent, either general or special, for any other company or corporation carrying on business of the same or a similar character to those set out in the preceding clauses of this section.

13. (a) The chief place of business of the company shall be at the City of Winnipeg, in the Province of Manitoba.

(b) The directors may establish branches, sub-boards or agencies, at such times and in such manner as they deem expedient.

14. If any shareholder shall refuse or neglect to pay the call or calls due upon any share or shares held by him, the directors may, in such manner as may be provided by the by-laws, cause such share or shares to be sold after thirty days' notice, to be sent by post prepaid and registered to the last known address of such shareholder, and the moneys arising therefrom shall be applied towards the payment of such unpaid call or calls, with interest and expenses of sale; provided always that, in case the money realized by the sale of shares be more than sufficient to pay all arrears and interest, together with the expenses of such sale, the surplus of such money shall be paid on demand to the former shareholder, and no more shares shall be sold than is necessary to pay the arrears due by the said shareholder, with interest and expenses of sale.

and proofs

for unpaid

15. In all actions or suits for the recovery of such arrears Necessary or calls it shall be sufficient for the company to allege that allegations the defendant, being the owner of such shares, is indebted in actions to the said company in such sum of money as the calls in calls. arrear 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 defendant was owner of the said shares in the company, that said calls were made and have not been paid, 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 in 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, certified to be a true copy or extract under the hand Certified of the president or vice-president, the manager or secretary evidence. of the company, and sealed with the corporate 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

directors.

16. At all meetings of the directors a majority shall Quorum of form a quorum for the transaction of business, and all questions before them shall be decided by a majority of votes, and in the case of a tie the president, vice-president or presiding Casting director shall, in addition to his own vote, give a casting vote. chairman.

vote of

general

17. Special general meetings of the shareholders may be special called in such manner as may be provided for by the by-laws meetings. and by giving not less than ten days' notice as provided in section 4, and at all meetings of the shareholders the presi- Chairman at dent, or in his absence the vice-president, or in the absence of meetings. 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.

general

18. Subject to the provisions of this Act, the direc- Powers of tors shall have power and authority to make, and the directors. from time to time alter, such by-laws, regulations and ordinances as shall appear to them proper or needful touching the well ordering of the business of the company, the management and disposition of its stock, property, estate and effects, 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 from time to time make by-laws regulating the issue and the allotment of By-laws that stock, the making of calls thereon, the payment thereof, issue make.

they may