CHAP. 65.

An Act respecting the British America Assurance

Company.

[Assented to 12th April, 1907.]

1882, c. 99.

WHEREAS the British America Assurance Company, here- Preamble. inafter called "the Company," has by its petition prayed that it be enacted as hereinafter set forth, and it is expedient 1893, c. 75. to grant the prayer of the said petition: Therefore His Majesty, 1901, c. 90. by and with the advice and consent of the Senate and House of 1906, c. 64. Commons of Canada, enacts as follows:

1904, c. 51.

1. The by-law of the Company dated the thirty-first day of By-law December, A. D. 1906, as set forth in the schedule to this Act, validated. is hereby validated and confirmed.

stock issued

December 31,

2. The directors of the Company shall call in for cancellation Cancellation the preference stock issued before the passing of the by-law of preference set forth in the schedule to this Act, and shall give to the before holders of the said preference stock, in lieu thereof, the option 1906. either of taking preference stock issued under the by-law of the thirty-first day of December, A. D. 1906, or of having all moneys paid by them to the Company for the said preference stock subscribed for by them repaid to them with interest thereon, at the rate of six per cent per annum, from the date of payment by them to the Company up to the time of repayment.

SCHEDULE.

THE BRITISH AMERICA ASSURANCE COMPANY.

BY-LAW.

To further amend the by-law creating an issue of Preference
Stock of the Company.

Be it enacted by the directors of the British America Assurance Company as a by-law of the said Company as follows:

The by-law passed on the 4th day of July, 1906, as amended by the by-law passed on the 23rd day of October, 1906, is hereby further amended and re-enacted so that the same shall be and read as follows:

Whereas an Act, being chapter 64 of the statutes of Canada, 1906, intituled "An Act respecting the British America Assurance Company," amending the Act incorporating the Company and certain amending Acts, the directors of the Company are authorized to make a by-law for creating and issuing any part of its capital stock as preference stock, giving it such preference and priority as respects dividends and in any other respect over ordinary or common stock as is declared by the by-law, and providing for the calling in and cancellation of the said preference stock and fixing the terms and conditions upon which it may be so called in and cancelled, subject to the said by-law being sanctioned by a vote of three-fourths of the shareholders present in person or represented by proxy at a general meeting of the Company called for considering the said by-law and representing two-thirds of the stock of the Company.

And whereas the directors deem it advisable that $550,000 of the capital stock of the Company be created and issued as preference stock;

Now therefore it is enacted as follows:

1. That 22,000 shares of the capital stock of the Company of $25 each, aggregating the par value of $550,000, be and the same are hereby created and shall be issued as preference stock bearing fixed, cumulative, preferential, annual dividends of seven per cent, payable half-yearly as hereinafter provided, and the same shall be sold, allotted and issued by the directors of the Company as they may from time to time direct. Provided always that no part thereof shall be sold, allotted or issued at a less price than par and a premium of twenty-five per cent thereon.

2. That the said preference stock and the holders thereof from time to time are hereby given the preferences and priorities and rights following, viz.:

(a) A fixed, cumulative, preferential dividend on the par value of the said preference shares or on the amount paid on account at the rate of seven per centum per annum calculated from the respective dates of the payments on said shares shall be paid out of the net profits of the Company half yearly on such days of January and July in each year as the directors may determine, and if such dividend be not fully paid in any half year the amount of such dividend or portion thereof remaining unpaid from time to time shall be paid out of the net profits of the Company as soon as the same are available thereafter, and no dividend shall be declared or paid on the ordinary stock of the Company until after the payment in full of all such dividends or any unpaid portion thereof then payable on the preference stock, but in case any payment of dividend on such preference stock is not made when payable owing to lack of net

profits sufficient therefor the amount so payable and not paid shall not bear interest.

After the payment to the holders of preference stock of the said dividend of seven per centum per annum they shall not be entitled to any further dividend for the year in which such seven per cent has been paid.

(b) The preference stock hereby created and the holders thereof shall have the first claim and right to the assets of the Company superior to any claim or right of the ordinary stock of the Company or of the holders thereof, so that on any winding up of the Company's business or liquidation of its assets or any division of assets amongst the shareholders of the Company, the holders of preference stock as between themselves and the holders of ordinary stock shall receive payment in full for the par value of their stock before the holders of the ordinary stock receive anything.

(c) If on such winding up, liquidation or division of assets there be net profits available which but for such winding up, • liquidation or division would be or have been payable by way of dividends upon said preference shares, then the holders of such preference shares shall, out of such net profits, be entitled to receive all arrears of dividends at the rate aforesaid, and dividends at said rate up to the time of the repayment of their capital, before the holders of ordinary shares receive anything.

(d) If on such winding up, liquidation or division of assets there be net profits available over and above the amount required for arrears of dividends and dividends under subclause (c) hereof, then the holders of such preference shares shall, out of such net profits, be entitled to receive a premium of twenty-five per cent upon the par value of such shares before the holders of ordinary shares receive anything.

(e) In calculating net profits for the purposes of subclauses (c) and (d) hereof the premium received by the Company on the sale of the preference shares hereby created shall be treated as profits.

3. The Company may from time to time call in and cancel the whole or parts of the preference stock hereby created on the following terms and conditions, viz.—

(a) Notice of the call in such form as the board of directors may approve of shall be published once a week for four weeks prior to the day fixed for the call in one newspaper published in the city of Toronto, and at least fifteen days prior to the day fixed for the call, such notice shall be sent by post, prepaid, to each preference shareholder entered on the books of the Company addressed to the post office address of such shareholder as given in said books.

(b) No call shall be for less than five per cent of the par value of the then outstanding preference shares.

(c) Upon or after the day fixed for the call it shall be the duty of every holder of preference shares to cause to be presented or sent to the Company at the place stated in the notice

of call, the stock certificates representing the shares held by such shareholder in order that the Company may write or stamp thereon the fact of such call and the payment made thereunder, and upon such certificates being so presented or sent in, the Company shall pay to the shareholder the amount of the percentage of the shares as called, together with the premium of twenty-five per cent upon such amount, and all arrears of dividends on said shares (if any), also a dividend on the amount of said percentage at the rate of seven per cent per annum calculated from the date of the last dividend paid on the shares. Provided always that if the said stock certificates be not presented on or before the date fixed for the call, no dividend subsequent to such date shall be paid on the percentage so called.

Provided further that on proof satisfactory to the Board that a certificate has been lost or destroyed the Board may dispense with the production thereof on such terms as to security and otherwise as they may deem proper.

Provided also that on consent of the holders of all outstanding preference shares the giving of notice of call by publication or post may be dispensed with.

4. From time to time as payments are made on preference shares called for cancellation the amounts paid on the par value thereof shall cancel and extinguish the shares to such amounts, and the preference stock of the Company shall be thereby reduced accordingly, and as far as possible the amounts paid shall be applied in cancellation of entire shares, so that there may remain as few broken shares as possible.

5. The form of stock certificate representing the preference stock hereby created and the form and manner of transfer of the shares represented thereby shall be such as the Board of directors may approve of.

Passed by the Board of Directors of the British America Assurance Company on the 31st day of December, A.D. 1906. Sealed with the Company's seal and countersigned by the president and secretary.

Certified to be a true copy, 2nd February, 1907.

[Seal.]

P. H. SIMS,

Secretary

OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the King's

most Excellent Majesty.