Directors shall meet monthly;

a President;

unless approved and confirmed by a majority of the Shareholders present at an annual or special general meeting convened as aforesaid.

XII. There shall be a monthly meeting of the Directors, and any seven or more of the Directors shall form a quorum for transacting and managing the business and affairs of the Company, at the first of which monthly meetings the said Board of Shall appoint Directors shall appoint one of their members as President, who shall serve for one year, or until the next annual general meeting of Directors, and until his successor shall be appointed, and such other officers as shall be deemed necessary, at such salaries as they may deem proper, and at each monthly meeting shall also nominate and appoint two out of their number to cooperate and advise with the President until the next meeting of the Board, in managing the ordinary affairs of the Company.

And other
Officers;

Also Sub-
Boards.

Duties of the
Sub-Boards.

Proviso.

Directors not responsible for

each other or for Officers.

Punishment of Officers or others for fraud.

On subscrip

XIII. The President and two Directors so appointed shall be a Sub-Board, and shall hold daily meetings for the transaction of business, and all Policies of Insurance issued by the Company, shall be signed by the President and Manager, and at least one of the Directors so appointed for the current month, and sealed with the seal of the Company; and it shall be the duty of the said Board, as far as practicable, to carry out the policy of the General Board as shall be expressed at their monthly meetings: Provided always, that no Director or Officer shall be held liable, except as a shareholder in the Company, for the giving out and signing Policies of Insurance or any other lawful acts, deeds or transactions done and performed in pursuance of this Act; and no Director shall be answerable for, or chargeable with, the defaults, neglects or misdeeds of others of them, or of any Officer or Clerk of the Company.

XIV. Any Manager, or other Officer of the Company who shall be guilty of any wilful falsehood or fraud, in any matter or thing pertaining to his office or duty, shall be guilty of a misdemeanor; and any person falsely personating a member entitled to vote, and offering to vote as such member at any election of Directors, or who shall falsely sign or affix the name of any member of the Company to any appointment of a proxy, shall be guilty of a misdemeanor.

XV. So soon as fifty thousand pounds of the said capital tion of £50,000 stock shall have been subscribed as aforesaid, and the sum of and payment ten thousand pounds shall be paid in on account thereof, and of, Company may be organ- not before, the said Board of Directors shall thereafter proceed with the business and purposes of the said Company.

ized.

Five per cent.

XVI. Any person may subscribe for such and so many shares on amount of as he may think fit, and five per centum on each share shall be subscription to be paid on paid at the time of subscribing therefor, and the remainder at such times as the Directors for the time being shall appoint; and

subscribing.

if any Shareholder refuse or neglect to pay the said instalments at Remainder by the time when required so to do, he shall forfeit his share, together instalments. with the amount paid thereon; and the said share shall be sold, Forfeiture for and the sum arising from such sale, together with the amount non-payment so previously paid, shall be accounted for and divided in the like of calls. manner as the other moneys of the Company, unless the sum produced from such sale shall be more than sufficient to pay all arrears and interest on such instalment, together with the expense of such sale, and in such case the surplus of such money shall be paid on demand to the owner; and no more shares shall be sold than what shall be deemed necessary to pay such arrears, interest and expenses.

of forfeiture.

XVII. In case the said Directors shall deem it more expedient Proceedings to in any case to enforce the payment of any unpaid instalments enforce paythan to forfeit the share therefor, it shall and may be lawful ment in place for the Company to sue for and recover the same from such Shareholders with interest thereon, in any action for debt, in any Court having civil jurisdiction to the amount claimed; and in What only any such action it shall be sufficient to allege that the defen- need be allegdant is the holder of one or more shares (stating the number of ed and proved. shares), and is indebted to the Company in the sum to which the calls in arrear may amount; and to maintain such action, it shall be sufficient that the signature of the defendant to some book, or paper, by which his subscription for such share shall appear, be proved by one witness, whether in the employment of, or interested in the Company, or in any way allied, or related to any of the said Directors or Shareholders, or other persons interested in the said Company, or not, and that the number of calls in arrear have been made.

XVIII. The shares of the said Company shall be assignable Transfer of and transferable according to such rules as the Board of Direc- shares. tors shall appoint and establish, and such transfers shall be recognized and acknowledged by the Company, only after they shall have been entered in the Books of the Company; and no Debts to the Shareholder or member indebted to the Company shall be per- Company mitted to make a transfer or receive a dividend until his debt is must be first paid. paid, or security to the satisfaction of the Directors be given to them that it will be paid.

tain cases

XIX. It shall be the duty of the Sub-Board to reinsure the Duty of Subexcess of any risk or risks that shall be taken by the Com- Board to repany upon a single bottom, exceeding five per centum upon the insure in cersubscribed Capital of the Company, including the amount of notes or securities contributed by special partners for the time being, any thing in this Act or any By-law to the contrary notwitstanding; and any wilful neglect to obtain or apply for such re-insurance shall subject the said Sub-Board, or any member of the same so offending, to be suspended or discharged from office by the Board.

Proportion of premium to be returned in

certain cases.

Shareholders

shall be paid

interest on amounts paid in.

Annual state

ends, &c.

XX. Policy holders whose Policies shall not have resulted in a loss to the Company, either total or partial, the premiums on which shall have amounted to ten pounds or upwards during the current year, shall be entitled to a dividend in cash upon the amount of such premiums paid by them, in such proportion to the dividend declared to Stockholders as shall be fixed upon by a By-law of the Company; Provided always, that any By-law for such purpose may, if deemed expedient, require that each and every Policy shall be voted upon and dealt with without reference to any other Policy taken from or made with the said Insurance Company.

XXI. Prior to any dividend being declared, there shall be paid or allowed to the Shareholders respectively, upon the amount paid in upon their Stock, an annual interest not exceeding the income derived from the investment of the funds of the Company, without reference to the profits of the Company which shall be made up annually to the first day of February, and paid from time to time to the said Shareholders.

XXII. No separate statement shall be required for the part of ments, divid- year following the day on which the Company shall have issued their first Policy, but after that period an annual dividend statement shall be made which shall exhibit a full and unreserved statement of the affairs of the Company, of their funds, property and securities, the amount in real estate, bonds and mortgages, notes and other securities therefor, public debt, or other Stock, and the amount of debt due to and from the Company, together with a fair estimate of the net profits of the Company not before divided, up to the first day of February in each year, and allowing for any previous or probable deficiencies, which said annual statement shall be submitted to the Annual General Meeting aforesaid.

Declaration of dividend.

Limitation of liability of Shareholders.

XXIII. At each Annual General Meting, after the allowance of such reduction to insurers as aforesaid, and after the submission of the said statement and approval thereof by the Shareholders, the Board of Directors shall declare such dividend in favor of Stockholders, and in favor of those who shall have become special partners for the current year as aforesaid, out of the net profits of the preceding period, as they shall think fit, and which dividend shall be paid in cash.

XXIV. Shareholders, recipients of return premiums or grantors of notes in advance for premiums, shall not be held liable for any claim, engagement, loss or payment whatsoever, for or by reason of the liabilities of the said Company of what nature soever, beyond the amount of the share or shares, note or notes, or securities, which each may respectively hold or have granted, and after payment to the said Company of the full amount of such share or shares, note or notes, or securities, such Shareholders, or grantors of notes, shall not be liable for any further sum of money whatever.

XXV. All shares in the Company shall be deemed personal Shares to be property.

personalty.

XXVI. No dividends shall be declared or paid out of the Capi- No dividend tal Stock of the Company; nor shall any dividend out of the to be paid out said net profits be declared or paid, unless the said Capital of capital. shall be unimpaired, together with such dividends and interest as shall have been collected upon the invested Capital of the Company.

XXVII. Whereas certain doubts have been and are still en- Recital. tertained as to the liability of persons dealing with Insurance Companies doing business upon the mutual principle, and it is desirable that the said Canada Marine Insurance Company should cause its re-assurances to be made with Mutual Insurance Companies: It is therefore expressly enacted, That the lia- Limitation of bility of the said Canada Marine Insurance Company, shall be hability on limited to, and in no case exceed, the amount of premiums paid Scrip of Mutual Compaor agreed to be paid by the same, to such Mutual Insurance nies. Companies; and that the said Canada Marine Insurance Company may, at any time, and at all times, receive from any such Mutual Insurance Companies, their return premiums, either in cash or scrip, as the case may be, and collect, hold, or dispose of the same as they may deem expedient and proper; and the said Canada Marine Insurance Company shall be exonerated, and its Stockholders, President and Directors, either collectively or individually, are hereby expressly declared not to be liable for more than the amount of the premiums paid, or expressly stipulated to be paid to such Mutual Insurance Compa

nies.

XXVIII. The operations and business of the said Company Business to be shall be carried on at such place in the City of Montreal as the carried on Directors shall direct, but Agencies, with or without Branch principally at Montreal, Boards of Directors, may be established elsewhere, either in or out of Canada, as the Stockholders shall deem expedient, and which Branch Boards of Directors shall consist of not less Branch Boards than three, who shall be shareholders to the extent of at least may be estabten shares or two hundred and fifty pounds each, and shall be appointed by the Montreal Board of Directors.

lished.

XXIX. Suits at Law or in Equity may be prosecuted and maintained by any member against the said Company; and Suits by Memno member of the Company not being in his individual capaci- b rs against ty a party to such suit, shall be incompetent as a witness in Company. suits and legal proceedings, by or against the Company.

XXX. This Act shall be a Public Act, and shall be subject

to the provisions contained in the Interpretation Act of this Public Act. Province, twelfth Victoria, chapter ten, which shall be held to form part hereof, so far as the same shall apply.

CAP.

Preamble.

Certain per

ated.

Corporate

name and general powers.

CAP. CXXV.

An Act to incorporate the British Farmers' Union
Insurance Company.

W

[Assented to 1st July, 1856.]

HEREAS Henry Yardington, Doctor Alfred Digby, Alexander Bunnell, Arthur Smith, Frederick George, Charles C. Perley, Henry Lemmon and others, have petitioned the Legislature, praying that an association under the style and title of the "British Farmers' Union Insurance Company," may be incorporated, as well for the purpose of enabling parties, owners of, or interested in buildings or property situated in country places, isolated and comparatively safe from fire, mutually to insure each other, and to extend the benefits of such institution more effectually among the rural and agricultural population in this Province: Therefore, Her Majesty, by and with the advice and consent of the Legislative Council and Assembly of Canada, enacts as follows:

I. The said Henry Yardington, Dr. Alfred Digby, Alexander sons incorpor Bunnell, Arthur Smith, and all such other persons as shall hereafter become members of the said Company, are hereby constituted a body corporate by the style and title of the "British Farmers' Union Insurance Company," and by that name they and their successors shall have continued succession, and shall be capable in law of suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended, in all manner of actions, suits, complaints, matters and causes whatsoever; and they and their successors may have a common seal, and may change and alter the same at pleasure; may mutually insure their respective properties under the restrictions, limitations and conditions hereinafter contained; and may also insure the houses and personal property of others for such time and at such premiums as shall be agreed upon beMay hold real tween the said Corporation and parties insuring; and also they and their successors, by and under the name of the "British Farmers' Union Insurance Company," shall be capable in law of purchasing, holding and conveying any estate, real or personal, for the use of the said Company, subject to the rules and conditions hereinafter mentioned.

estate under

certain provisions.

Stock of Com. pany divided

into "Mutual" and "Proprietary." Mutual Stock.

Proprietary.

II. The stock and property of the said Company shall be held liable for the payment of all losses that may from time to time occur to the said Company, and for that purpose shall be divided, and consist of two separate and distinct descriptions of stock, namely, Mutual and Proprietary; the Mutual Stock being comprised of premium notes deposited for the purpose of mutual insurance, together with all payments and other property received or held thereon, or in consequence of such mutual insurance; and the Proprietary Stock being composed of stock