Railway Act to apply. 23. All the provisions of "The Railway Act of Manitoba" and amending Acts shall apply to the company in so far as they are not inconsistent with this Act. Preamble. Compa y incorporated. Corporate name. Capital stock. Increase of. CAP. LIII. An Act to Incorporate The Canadian Live Stock and WHE [Assented to 10th June, 1887.] THEREAS William Hespeler, Horace Edgar Crawford, Charles Stewart Hoare, George Reading Crowe, Agustus Meredith Nanton and Llewellyn M. Lewis have by their petition represented that the establishment of an association for the insurance of horses and cattle and live stock generally against death from accident and disease and of houses and buildings and goods and chattels and personal estate against any loss or damage from fire, lightning or wind, would be greatly beneficial to the interests of the Province of Manitoba, and that they have prayed that they may be incorporated under the name of " The Canadian Live Stock and Fire InsuranceCompany (Limited)," and it is expedient to grant their prayer; Therefore Her Majesty, by and with the advice and consent of the Legislative Assembly of Manitoba enacts as follows: 1. The persons hereinbefore mentioned and all such persons as now are or hereafter shall become shareholders of the said company shall be and are hereby constituted and declared a body corporate and politic in law and in fact under the name and style of "The Canadian Live Stock and Fire Insurance Co. (Limited)," for effecting insurance as hereinafter particularly set forth 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 that name may sue and be sued, plead and be impleaded in all courts whatsoever. 2. The capital stock of the said company shall be five hundred thousand dollars ($500,000), divided into five thousand shares of one hundred 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, subject to the provisions of the Act; provided always, that it shall be and may be lawful for the said company by by-law to increase its capital stock to a sum not exceeding one million dollars ($1,000,000), as a majority of the shareholders at a special general meeting, to be expressly convened for that purpose, shall agree. Directors and 3. For the purpose of organizing the said company the Provisional persons named in the preamble to this Act shall be the provi- their powers. sional directors thereof, and they or a majority of them may cause stock books to be opened upon giving public notice thereof, upon which said stock books shall be recorded the subscription 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. meetingwhen to be called. 4. So soon as forty thousand dollars of the said capital First general stock shall have been subscribed as aforesaid and ten cent. per of the amount so subscribed paid in the provisional directors may call a general meeting of shareholders in the said city of Winnipeg, giving not less than two weeks notice of the time of said meeting and the place where it is to be held in the Manitoba Gazette and at least twice in each of said weeks in some Notice of daily newspaper published in the said city of Winnipeg, election of at which general meeting the shareholders present, in person or by proxy, shall elect seven directors in the manner hereinafter provided, who shall hold office until their successors are elected, and the directors shall have power by by-law at any time hereafter to reduce the number of directors to any number not less than three. Directors. 5. The shares of capital stock subscribed for shall, after the Calls on stock. first payment thereon, be paid in by such instalments and at such times and places as the said directors or provisional directors shall appoint. No such instalment shall exceed ten per cent., and not less than one month's notice of any calls upon stock shall be given; and executors, administrators and curators paying instalments upon the shares of deceased shareholders, shall be and are hereby respectively indemnified for paying the same. authorized to business. Provided always that it shall not be lawful for the said when Company to commence business until forty thousand dollars Company of stock shall be subscribed and ten per cent thereof actually commence paid in and deposited with the Provincial Treasurer, and when the liability of the Company shall have reached to two hundred and fifty thousand dollars ($250,000) a further deposit of three per cent. on every additional fifty thousand dollars of liability shall be paid into the said Provincial Treasurer. their election 6. The stock, property, affairs and concerns of the said Directors and. company 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 residing in Manitoba and elected at the annual general meeting of shareholders to be held at Winnipeg in each year on such day as may be appointed by by-law not less than two weeks notice Vacancies on Board-how filled. Qualification of Directors. Non-election of Board on proper day provided for. Voting at general meetings. of such meeting being given as provided in section four; 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 made by the directors then due and all such elections shall be by ballot; and the persons who shall have the greatest number of votes at any such election shall be directors except as herein directed; and if two or more persons have an equal number of votes in such manner that a greater number of persons shall appear to be chosen as directors then the directors who shall have a greater number of votes or the majority of them shall determine which of the said persons so having 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 as soon as may be after the said election shall proceed in like manner to elect by ballot one of their number to be president and one to be vicepresident; and if any director shall remove his domicile out of Manitoba his office shall be considered vacated by the fact of such removal. 7. Any vacancy at any time happening amongst the said directors by death, resignation, disqualification, or removal during the current year of office shall be filled for the remainder of the term by the remaining directors or the 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 or continue a director unless he shall be a resident within the Province of Manitoba, and shall hold in his own name stock in the said company to the amount of fifteen shares, whereof at least ten per cent shall have been paid in and that he shall have paid all calls made upon his stock and shall not be indebted in any manner to the company. 9. In case it shall at any time happen that an election of directors of the said company should not be made on any day when it should have been made under the provisions of this Act, the said company shall not thereby be or be deemed to have been dissolved but it shall be lawful on any other day to hold and make an election in such manner as may be regulated by the directors for the time being; on the notice as provided in section four being given, and the directors in office shall so continue until their successors have been duly elected. 10. At all general meetings of the said company each shareholder shall be entitled to give one vote for every share held by him for not less than five 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 but the holder of such proxy must himself be a shareholder, and no shareholder shall be entitled to give more than one hundred votes upon proxies held by him. be determined 11. All questions proposed for the consideration of the Questions to shareholders shall be determined by the majority of votes, by majority of the chairman presiding at such meeting, in addition to his own votes. votes, having a casting vote in case of an equality of votes. Company. 12. The said company shall have power to make and effect Powers of the contracts of insurance with any person or persons or bodies 'politic or corporate, upon horses, mares, mules and all kinds and classes of cattle and live stock generally, against death or damage from accident or disease, and upon houses, stores or other buildings whatsoever, and on any shipping or vessels whatsoever, whithersoever proceeding, against loss or damage from fire, lightning or wind, or either or any of them, and in like manner on any goods, chattels or personal estate whatsoever, within the boundaries of the Province of Manitoba, against loss or damage from fire, lightning and wind, or either or any of them, for such time or times and for such premiums or considerations, and under 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 or corporations insured or to be insured; and to cause themselves to be reinsured 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 for which said company is incorporated; and all policies and 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 by-laws, 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. 13. The chief place of business of the said company shall Chief place of be in the City of Winnipeg in this Province. business. subscribe for stock. 14. It shall be lawful for any person or persons or body who may corporate or politic to subscribe for shares in the capital stock of the said company. 15. If any shareholder shall refuse or neglect to pay the instalments due upon any share or shares held by him the directors may forfeit such share or shares together with the amount previously paid thereon in such manner as may be provided by the by-laws, and such forfeited share or shares may be sold by the directors after ten days notice to be sent by post prepaid and registered to the last known address of such shareholder, and the monies arising therefrom shall be applied towards the payment of such unpaid instalments with the interest and expenses of sale: provided always, that in case the money realized by any sale of shares be more than sufficient to pay all arrears and interest together with the v2 Forfeiture of shares for non-payment of calls. On payment of all arrears to owner. Actions against shareholders for calls. 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 shall be deemed necessary to pay the arrears due by said shareholder with interest and expenses of sale. 16. If payment of such arrears, calls, interest and expenses share to revert be made before any share so forfeited shall have been sold such share shall revert to the owner, as if the same had been duly paid before forfeiture thereof; and in all actions or suits for the recovery of such arrears or calls it shall be sufficient for the company to allege that the defendant, being the owner of such shares, is indebted to the said company in such sum of money as the calls in arrears 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 and that said calls were made, 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 matter whatsoever other than what is before mentioned, 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 of the president or vice-president, the manager or secretary of the said 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 and of the contents thereof 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. At meetings of Directorswhat number shall form a quorum. Business at annual meetings. Special general meetings. 17. At all meetings of directors a majority of the full number of directors of the company shall be a quorum for the transaction of business, and all questions before them shall be decided by a majority of votes, each director present having one vote, and in the case of a tie the president, vice-president or presiding director shall, in addition to his own vote, give a casting vote. 18. At the annual meeting of shareholders the election of directors shall be held and all business transacted without the necessity of specifying such business in the notice of such meeting and a general balance sheet of the affairs of the company, with a list of all shareholders and all such further information as shall be required by the by-laws of the company shall be laid before the meeting. 19. Special general meetings of the shareholders may be called in such manner as may be provided by the by-laws and by giving reasonable notice and at all meetings of the shareholders the president, or in his absence the vice-president, or in the absence of both of them a director chosen by |