(2) No person shall be eligible or continue as a director unless he shall hold in his own name stock in the company to the amount of twenty-five shares on which not less than ten per cent. shall have been paid and unless all calls on such stock shall have been paid and if he is indebted in any manner to the company.

(3) The directors shall as soon as may be after their election from time to time as circumstances may require elect from among themselves by ballot a president and a vice-president of the company who shall hold office until their successors shall have been elected in like manner; the president, vice-president or any director may be appointed manager or manager director of the company.

(4) Any vacancy happening amongst the directors by death, resignation or disqualification during their term 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 election as directors.

(5) At all meetings of directors a majority of the full number of the 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 chairman of the meeting, in addition to his own vote, shall give the casting vote.

18. 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 the directors in office shall so continue until their successors have been duly elected.

19. Subject to the provisions of this Act, the directors shall have full power and authority to make and from time to time to alter such by-laws, rules, 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 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 allotment of stock, the making of calls thereon, the payment thereof, the issue and registration of stock certificates, the forfeitute of stock for nonpayment, the disposal of such forfeited stock and the proceeds thereof, the transfer of stock, the declaring and paying of dividends,

the number and term of service of directors, the appointment, functions, duties and removal of agents, officers and servants of the company, the security to be given by them, their remuneration, and that, if any, of the directors, the time and place of annual meetings of the company, the calling of meetings of the board or committee of directors and meetings of the company, the requirements as to proxies, the procedure in all things at meetings, the imposition and recovery of all penalties and forfeitures admitting of regulation by by-law and the conduct and management in all other particulars of the affairs of the company; and may from time to time repeal, amend, re-enact the same:

Provided always that all such by-laws made by the directors as aforesaid shall be valid and binding only until the next annual general meeting of shareholders, unless they are then approved by such meeting, and shall thereafter have force and effect as so approved or modified at such meeting until amended or altered.

20. The 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 or lightning or hail on any houses, stores or other buildings whatsoever and on any shipping or vessels whatsoever and wheresoever 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 or consideration 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 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 or contracts issued or entered into by the said company shall be signed by the president or vice-president and the manager or otherwise as may be directed by the by-laws, rules and regulations of the company and being signed and countersigned shall be deemed valid and binding upon the company according to the tenor and meaning thereof.

21. The company shall have full power to acquire and hold real estate for the purpose of its business within this province and to sell and dispose of the same and acquire other property in its place as may be deemed expedient, and further to take, hold and acquire all such lands and tenements, real or personal estate, as shall have been

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bona fide mortgaged to it by way of security or conveyed to it in satisfaction of debts previously contracted in the course of its business or purchased for the purpose of avoiding a loss to the company in respect thereof or of the owner thereof and to retain the same for a period not exceeding five years from the acquisition thereof; and the company may invest its funds or any part thereof in any of the public securities of the Dominion of Canada or any of the provinces thereof or in the stocks of any banks or in the bonds or debentures of any incorporated city, town or municipality authorized to issue bonds or debentures or in any mortgages or loans upon real estate or in real estate.

22. The company shall have power to amalgamate with or purchase the business of any other insurance company or to sell out and dispose of the business of the company to any other such company upon the terms and conditions that may be agreed upon and that shall not impair the resource or remedy of any creditor or policy holder of the company; but before the completion of any such amalgamation, purchase or sale, the same must be approved of by a two-thirds vote of the shareholders at an annual general meeting or a special meeting called for the purpose.

23. The directors shall cause to be prepared and submitted to the shareholders at each annual general meeting a full and correct statement of the accounts of the company, a general abstract of the estimated liabilities and assets of the company.

24. One or more auditors shall be appointed by the shareholders at each annual general meeting, whose report shall be embodied in the general statement of affairs of the company submitted to the shareholders, as provided in the next preceding section.

25. This Act and the company hereby incorporated and the exercise of the powers hereby conferred shall be subject to any general laws in force or that may hereafter be in force in the province respecting insurance companies.

26. The company shall furnish all such returns as may be required from time to time by law.

1913

CHAPTER 58.

An Act respecting the Galt Hospital.

(Assented to March 25, 1913.)

WHEREAS a petition has been presented by the City of Lethbridge and the Galt Hospital praying that the constitution of the Galt Hospital as embodied in chapter 22 of the Statutes of 1909 may be varied and remodelled as hereinafter set forth; and

Whereas it is expedient to grant the prayer of the said petition;

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

1. The said corporation shall continue as heretofore by the name of The Galt Hospital and shall have perpetual succession and a common seal, and by such name may from time to time, and at all times, purchase, acquire, receive, accept, build, hold, possess and enjoy for them and their successors any lands, tenements, hereditaments and real and personal property and estate within the Province of Alberta, together with such grants, devises, gifts and bequests as may be made by the Dominion of Canada, the Province of Alberta or any other corporation, person or persons whatsoever, for the sole use and benefit of said hospital.

2. The affairs of said corporation shall be managed by a board of management consisting of five members who shall be elected as hereinafter provided.

3. The persons now being appointed Managers of said Hospital, namely: P. L. Naismith, E. H. Wilson, C. B. Bowman, H. McBeth and A. B. Stafford, shall be and remain the management and have the sole government of the hospital until the thirty-first day of December, 1913.

4. At its first meeting in the year 1914 the council of the City of Lethbridge shall appoint five persons to be the board of management, one of whom shall be appointed to hold office for the then current year, two to hold office

until the thirty-first day of December in the year following, and two to hold office until the thirty-first day of December in the second year following the date of such meeting, and thereafter the council shall annually at its first meeting appoint a sufficient number of persons in place of those whose terms shall have expired, to fill the vacant places on such board and the persons so appointed shall hold office for the term of three years.

5. Any person eligible to be elected as school trustee under The Lethbridge Charter shall be eligible for appointment as a member of the board of management.

6. In the event of a vacancy occurring on the board of management during any year either through death, resignation or otherwise, the council of the City of Lethbridge may appoint some person eligible as aforesaid to act as a member of the said board until the thirty-first day of December of the then current year.

7. At all meetings of the board of management three shall form a quorum.

8. The board of management shall, at their first meeting after the annual meeting of the corporation, appoint from its members a chairman, and shall also appoint a secretary and a treasurer or a secretary-treasurer, who shall not necessarily be members or a member of the board of management or of the corporation, who shall be responsible to the board of management for the correctness of all accounts, and the safe keeping of all documents, moneys and securities committed to their respective keepings and who shall have access at all times to all books connected with the institution, and the board shall by by-law fix the salary or salaries and define the duties of such official or officials.

9. The board of management shall meet from time to time for the transaction of the affairs of the corporation, and in the absence of the chairman any manager present may be appointed to act for the time being as such chairman.

10. The board of management shall have the power to make by-laws, rules, regulations, not being contrary to law or to the provisions of this Act, with the power to amend or repeal, from time to time, the same for all purposes relating to and bearing upon the well-being and interests of the corporation.

11. The board of management shall give notice to the secretary-treasurer on or before the thirtieth day of June in each year of the amount required by them for the purpose