Actions between

company and shareholders

Application of Acts relating to windingup

of companies

any adult person in charge thereof, or elsewhere with the president or secretary of the company.

(2) If the company has no known office or chief place of business, and has no known president or secretary, the Court may order such publication as it deems requisite to be made in the premises for at least one month, and in at least one newspaper and such publication shall be deemed to be due service upon the company.

[1918, c. 33, s. 1(4).]

146. Any description of action may be prosecuted and maintained between the company and any shareholder thereof. [1918, c. 33, s. 1(4).]

147. The company shall be subject to the provisions of any general Act for the windingup of joint stock companies. [1918, c. 33, s. 1(4).]

Evidence.

Sealed copy

of by-law as evidence

Books and records as evidence

Certincate under seal as to calls, etc., as evidence

Charging cost of procuring

etc.

148. A copy of any by-law of the company, under its seal, and purporting to be signed by any officer of the company, shall be received as prima facie evidence of such by-law in all Courts of Alberta. [1918, c. 44, s. 1(4).]

149. All books required by this Act to be kept by the secretary or by any other officer of the company charged with that duty shall, in any suit or proceeding, be, as against the company or against any shareholder, prima facie evidence of all facts purporting to be therein stated. [1918, c. 33, s. 1(4).]

150. In any action by any company to enforce payment of any call or interest thereon a certificate under the seal of the company and purporting to be signed by any officer of the company to the effect that the defendant is a shareholder, that the call or calls have been made, to enforce payment of which or of any interest thereon such action has been brought, and that so much is due by him and unpaid thereon, shall be received in all Courts as prima facie evidence. [1918, c. 33, s. 1(4).]

Costs of Incorporation.

151. The entire cost of procuring the incorporation incorporation, and subscription for stock shall be charged directly to the account of the shareholders and the amount thereof shall be fixed by percentage on the capital stock or fixed in bulk and shall be shown on the face of the form of the stock subscription contract, and shall not form a charge upon or be paid out of the paid-up capital nor from the insurance funds, nor be in any way chargeable directly or indirectly against the policyholders. [1918, c. 33, s. 1(4).]

Investments.

surplus and

152.—(1) The surplus insurance funds and the reserve Investment of fund of a provincial insurance company shall be loaned reserve funds or invested in the name of the company

(a) in any securities in which, under The Trustee Act Securities trustees may invest trust funds;

authorized under Trustee

Act

mortgages

(b) in first mortgages on improved farm lands in First
Canada up to sixty per cent. of their cash value,
provided that the total amount so invested shall
not exceed twenty per cent. of the total amount
of the funds invested by the company;

Municipal

(c) in debentures of any municipal or school corpor- and school ation in Canada;

debentures

debentures on

(d) subject to the approval of the Lieutenant Governor Company
in Council, in terminating debentures of incor- approval
porated companies which have, in the Dominion
of Canada, for the last preceding five consecutive
years, been actually supplying gas, water, heat, light,
power or electricity to the public or to any muni-
cipal corporation; or of steam, electric or street
railway or telegraph or telephone companies in
actual operation in Canada, but loans upon the
security of or the investment in debentures of any
of the companies mentioned in this paragraph shall
not in the aggregate exceed one-fifth of the paid-up
capital of the insurance company;

(e) subject to the approval of the Lieutenant Governor
in Council, any debentures, stocks bonds or other
securities-

debentures or

guaranteed by

etc.

(i) of the Government of the United States of United States
America when the company undertakes insur- debentures
ance therein, or of any State thereof, or of United States,
any other country if the company undertakes
insurance in such State or country, or of
any city in any such State or country; or
(ii) guaranteed by any such Government
aforesaid; and

issued by life

(f) in the case of a life company, in life or endowment Policies policies or contracts issued by the company or companies by any other life company licensed to transact business in Canada.

uninvested

(2) Any uninvested money shall be kept on deposit in Deposit of the name of the company in a post office savings bank money or in a chartered bank of Canada. [1918, c. 33, s. 1(4).]

estate and

153. Any insurance corporation incorporated or regis- Holding real tered under this Act may hold absolutely for its own use constructing and benefit such real estate as is necessary for the trans- buildings

and leasing

Provisions

as to annual report of

Superintendent

action of its business, and when so authorized by the
Lieutenant Governor in Council, may acquire or construct
a building larger than is required for the transaction of
its business, and may lease any part of such building not
so required and may hold any real estate acquired by it
by foreclosure or in satisfaction of a debt, and may sell,
mortgage, lease or otherwise dispose of the same; but
the corporation shall sell any such last mentioned real estate
within seven years after it has been so acquired, otherwise
it shall be forfeited to His Majesty for the uses of the
Province of Alberta.
[1918, c. 33, s. 1(4).]

Investments-Annual Report.

154.—(1) In his annual report prepared for the Treasurer under the provisions of section 53 of this Act, the Superintendent shall allow as assets only such of the investments of the several companies as are authorized by this Act, or by their Acts of incorporation, or by the general Acts applicable to such investments.

(2) In his said report the Superintendent shall make all necessary corrections in the annual statements made by the companies as herein provided and shall be at liberty to allow or disallow any asset, other than an investment authorized by law, and to increase or diminish the liabilities of such companies to the true and correct amounts thereof as ascertained by him in the examination of their affairs at the head office thereof in Canada, or otherwise.

(3) The Superintendent may request any provincial company to dispose of and realize any of its investments acquired after the passing of this Act, and not authorized by this Act, and the company shall within sixty days after receiving such request absolutely dispose of and realize the said investments, and if the amount realized therefrom falls below the amount paid by the company for the said investments, the directors of the company shall be jointly and severally liable for the payment to the company of the amount of the deficiency:

Provided that if any director present when such investment is authorized does forthwith, or if any director then absent does within eight days after he becomes aware of such investment, give notice of his protest by registered letter to the Superintendent, such director may thereby, and not otherwise, exonerate himself from such liability.

(4) An appeal shall lie in a summary manner from the ruling of the Superintendent as to the admissibility of any asset not allowed by him, or as to any item or amount so added to liabilities, or as to any correction or alteration made in any statement, or as to any other matter arising in the carrying out of the provisions of this Act, to the

Lieutenant Governor in Council, who shall have power to make all necessary rules for the conduct of appeals under this section.

(5) For the purpose of such appeal the Superintendent shall at the request of the company interested give a certificate in writing setting forth the ruling appealed from and the reasons therefor, which ruling shall, however, be binding upon the company unless the company shall within fifteen days after notice of such ruling serve upon the Superintendent notice of its intention to appeal therefrom, setting forth the grounds of appeal, and within fifteen days thereafter file its appeal with the Clerk of the Executive Council and with due diligence prosecute the same, in which case action on such ruling shall be suspended until the Lieutenant Governor in Council has rendered judgment thereon. [1918, c. 33, s. 1(4).]

Reduction and Subsequent Increase of Capital.

writing off

capital

155.-(1) The directors of any provincial company By-law for may, subject to the proviso hereinafter contained, in the amount from event of its paid-up capital being impaired, at any time paid-up and from time to time after being duly authorized and empowered by a resolution approved by the votes of shareholders representing at least two-thirds of all the subscribed stock of the company at a special general meeting duly called for considering such resolution, pass a by-law for writing off the said paid-up capital any amount which they have been so authorized and empowered by the shareholders as aforesaid to write off, but no part of its assets shall be distributed to its shareholders; provided, however, that the paid-up capital shall not be reduced

(a) below the minimum amount fixed by the com-
pany's Act of incorporation as necessary to be
paid up before the company can commence business;

or

(b) below the amount required by section 7 hereof
for the classes of insurance which the company
undertakes.

of capital

(2) The capital of a company shall be deemed to be Impairment impaired when its assets, exclusive of an amount equal to its paidup capital are less than its liabilities calculated according to the requirements of this Act.

par value of

(3) Such by-law shall declare the par value of the shares Declaration of of the stock so reduced and the capital stock of the com- shares pany shall be reduced, by the amount of the reduction, in the paid-up portion thereof.

reduced

of shareholders'

(4) The liability of the shareholders shall remain the Continuance same as if no reduction had been made in the paid-up liability capital stock of the company.

[1918, c. 33, s. 1(4).]

Amalgamation of companies

Amalgamation and Transfer.

156.-(1) Any provincial company may amalgamate its property and business with those of any other such company, or may transfer all or any portion of its contracts of insurance to or reinsure the same in any other such company, or any other company, and may transfer its property and business or any part thereof to any other such company, or any other company, and such companies are hereby authorized to enter into all contracts and agreements necessary to amalgamation, transfer or reinsurance upon compliance with the conditions hereinafter set forth.

(2) Any such company may reinsure the contracts of insurance or any portion thereof of any other such company or any other company, or may purchase and take over the business and property or any portion thereof of any other such company or of any other company.

(3) When an agreement for such amalgamation, transfer, reinsurance or purchase has been entered into by any such company, such company shall apply by petition to the Treasurer to sanction and confirm the same.

(4) Notice of such company's intention to apply for sanction and confirmation of such amalgamation, transfer, reinsurance or purchase shall be given in The Alberta Gazette at least thirty days before the application is made.

(5) When such application is made, the companies which are parties to the agreement shall file with the Treasurer the following documents, that is to say:

(a) Certified copies of the statement of the assets
and liabilities of the companies concerned in
such amalgamation, transfer, reinsurance or pur-
chase;

(b) A statement of the nature and terms of the amal-
gamation, transfer, reinsurance or purchase;
(c) A certified copy of the agreement under which such
amalgamation, transfer, reinsurance or purchase
is effected;

(d) Certified copies of the actuarial or other reports
upon which such agreement is founded;

(e). A declaration under the hands of the president and manager or other person or persons directing the business of the company that to the best of their knowledge and belief every payment made or to be made to any person whomsoever on account of the said amalgamation, transfer, reinsurance or purchase is therein fully set forth and that no other payments beyond those set forth have been made or are to be made either in money, contracts of insurance, bonds, valuable securities or other