Line of railway described. Issue of securities. Agreements with other companies. 7. The Company may lay out, construct and operate a railway of the gauge of four feet eight and one-half inches from a point at or near the city of Edmonton, thence in a northwesterly direction, by the most feasible route, to a point at or near the town of Dunvegan; thence following the valley of the Peace River in a westerly direction to a point at or near its confluence with the Parsnip River, in the province of British Columbia; thence southerly following the valley of the Parsnip River by the most feasible route, to a point at or near the town of Fort George, in the province of British Columbia. 8. The securities issued by the Company shall not exceed thirty thousand dollars per mile of the railway, and may be issued only in proportion to the length of railway constructed. or under contract to be constructed. 9. Subject to the provisions of sections 361, 362 and 363, of The Railway Act, the Company may enter into agreements with all or any of the companies hereinafter named for any of the purposes specified in the said section 361, such companies being the Canadian Pacific Railway Company, the Calgary and Edmonton Railway Company, the Grand Trunk Pacific Railway Company and the Canadian Northern Railway Company. OTTAWA; Printed by SAMUEL EDWARD DAWSON, Law Printer to the King's most Excellent Majesty. CHAP. 86. An Act to incorporate the Fidelity Life Insurance WH [Assented to 27th April, 1907.] WHEREAS a petition has been presented praying that it may Preamble. be enacted as hereinafter set forth, and it is expedient to grant the prayer of the said petition: Therefore His Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. Harley Lorenzo Pierce, William Henry B. Aikens, Alton IncorporHuycke Garrett, Ralph Dana Pierce and William O'Connor, all ation." of the city of Toronto in the county of York, in the province of Ontario, together with such persons as become shareholders in the company, are hereby incorporated under the name of "The Corporate Fidelity Life Insurance Company of Canada," hereinafter called name. "the Company." directors. 2. The persons named in section 1 of this Act, together with Provisional such persons, not exceeding nine, as they associate with them, shall be the provisional directors of the Company, a majority of whom shall be a quorum; and they may forthwith open stock books, procure subscriptions of stock for the undertaking, make calls on stock subscribed, and receive payments thereon; and Powers. shall deposit in a chartered bank in Canada all moneys received by them on account of stock subscribed, or otherwise received by them on account of the Company, and shall withdraw the same for the purposes only of the Company; and may do generally what is necessary to organize the Company. 3. The capital stock of the Company shall be one million Capital stock. dollars, divided into shares of one hundred dollars each. 4. The head office of the Company shall be in the city of Head office. Toronto, in the province of Ontario. Branch offices. First general meeting. Election of shareholders' directors. Qualification. Policyholders directors. Qualification. Quorum. President and vicepresidents. Calls on stock. 2. The directors may, from time to time, establish local advisory boards or agencies, either within Canada or elsewhere. 5. As soon as two hundred and fifty thousand dollars of the capital stock of the Company have been subscribed, and ten per cent of that amount paid into some chartered bank in Canada, the provisional directors shall call a general meeting of the shareholders of the Company at some place to be named in the city of Toronto, at which meeting the shareholders present or represented by proxy, who have paid not less than ten per cent on the amount of shares subscribed for by them, shall elect. not more than nine directors, hereinafter called "shareholders' directors." 2. No person shall be a shareholders' director unless he holds, in his own name and for his own use, at least fifty shares of the capital stock of the Company and has paid all calls due thereon and all liabilities incurred by him to the Company. 6. In addition to the shareholders' directors there shall be elected by the policy-holders at the first annual meeting after the commencement of business, and at each subsequent annual meeting, six directors, hereinafter called "policy-holders' directors," if there be policy-holders qualified as hereinafter mentioned and willing to act as such directors; but no shareholder shall be eligible as a policy-holder's director. 2. A participating policy-holder who is of the age of twentyone years, who holds a policy or policies in force on his own life amounting to five thousand dollars or upwards, exclusive of bonus additions or profits, and who has paid all premiums then due thereon, shall be eligible for election as a policyholders' director. 7. At all meetings of the directors a majority of them shall be a quorum for the transaction of business. 8. The directors shall elect from among themselves a president of the Company and one vice-president or more. 9. The shares of the capital stock subscribed for shall be paid by such instalments and at such times and places as the directors appoint; the first instalment shall not exceed twentyfive per cent and no subsequent instalment shall exceed ten per cent, and not less than thirty days' notice of any call shall be given: Provided that the Company shall not commence the business of insurance until sixty-two thousand five hundred dollars of the capital stock have been paid in cash into the funds of the Company, to be appropriated only for the purposes of the Company under this Act; provided further that the amount so paid in by any shareholder shall not be less than ten per cent of the amount subscribed by such shareholder. meeting. 10. A general meeting of the Company shall be called once Annual in each year after the organization of the Company and commencement of business at its head office, and at such meeting a statement of the affairs of the Company shall be submitted. meeting. 11. Notice of the annual meeting shall be given by publi- Notice of cation in two issues of The Canada Gazette at least fifteen days annual prior thereto, and also in six consecutive issues of a daily newspaper published at the place where the head office of the Company is situate; and such notice shall intimate that participating policy-holders may, in accordance with the provisions of this Act, vote for and elect six directors. 12. At all general meetings of the Company, each share- Voting. holder present or represented by proxy who has paid all calls due upon his shares in the capital stock of the Company, shall have one vote for each share held by him. Every proxy representing a shareholder must be himself a shareholder and entitled Proxies. to vote. 13. The Company may effect contracts of life insurance Business of with any person, and may grant, sell or purchase life annuities, Company. grant endowments depending upon the contingency of human life, and generally carry on the business of life insurance in all its branches and forms. property for 14. The Company may acquire and dispose of any real Real property required in part or wholly for the use and accom- certain modation of the Company; but the annual value of such pro- purposes. perty held in any province of Canada shall not exceed five thousand dollars, except in the province of Ontario, where it shall not exceed ten thousand dollars. 15. The directors may, from time to time, set apart such Distribution of profits. portion of the net profits as they deem safe and proper for distribution as dividends or bonuses to shareholders and holders. of participating policies, ascertaining the part thereof which has been derived from participating policies, and distinguishing such part from the profits derived from other sources, and the holders of participating policies shall be entitled to share in that portion of the profits so set apart which has been so distinguished as having been derived from participating policies, to the extent of not less than ninety per cent thereof; but no dividend or bonus shall at any time be declared or paid out of estimated profits, and the portion of such profits which remains undivided upon the declaration of a dividend shall never be less than one-fifth of the dividend declared. 16. All persons, whether shareholders of the Company or Participat ing policynot, who are actual holders of policies from the Company on holders. their own lives for one thousand dollars or upwards, and are by the terms of their policies entitled to participate in profits, such persons being referred to in this Act as holders of participating policies, shall be members of the Company and shall be entitled to attend and vote in person or by proxy at all general meetings of the Company; and every holder of a participating policy of the Company for the sum of not less than one thousand dollars shall be entitled to one vote for each one thousand dollars assured by his policy; but policy-holders, as such, shall not be entitled to vote for the election of shareholders' directors. Every proxy representing a policy-holder must be himself a participating policy-holder and entitled to vote. 2. A person holding a participating policy of one thousand dollars and upwards on his life, whether for the benefit of himself or of others, shall be deemed a member of the Company. Paid-up 17. Whenever any holder of a policy, other than a term or policies to be issued in natural-premium policy, has paid three or more annual precertain cases. miums thereon and fails to pay any further premium, or desires to surrender the policy, the premiums paid shall not be forfeited; but he shall be entitled to receive a paid-up and commuted policy for such sum as the directors ascertain and determine, or to be paid in cash such sum as the directors fix as the surrender value of the policy, such sum in either case to be asertained upon principles to be adopted by by-law applicable generally to all such cases as may occur: Provided that if such paid-up and commuted policy or such cash payment is not demanded while such original policy is in force, or within twelve months after default has been made in payment of a premium thereon, the Company shall, without any demand therefor, either issue such paid-up and commuted policy, or pay to or place to the credit of the policy-holder such cash surrender-value. Proviso. Application of R. S., c. 79. Proviso as to loans. R. S., c. 34. 18. Part II. of The Companies Act, except sections 125, 141, 165 and 168 thereof, shall apply to the Company in so far as the said Act is not inconsistent with any provisions of this Act or of The Insurance Act: Provided however, that the Company may make loans to its shareholders or policy-holders, not being directors, on the securities mentioned in The Insurance Act. 19. This Act and the Company, and the exercise of the powers hereby conferred, shall be subject to the provisions of The Insurance Act. OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the King's most Excellent Majesty. |