Preamble. Incorporation. Corporate name and general powers. Stock and Company. CHAP. 99. An Act to incorporate the Royal Canadian Insurance [Assented to 23rd May, 1873.] HEREAS the Hon. John Young, Louis Alphonse Boyer, Thomas Caverhill, Benjamin Lyman, Jacques Felix Sincennes, Andrew Robertson, James Crathern, William Workman, Joseph Rozaire Thibaudeau, John Duncan, Edward R. Greene, John Adams Perkins, Alfred Perry, Joseph Barsalou, Edward Goff Penny, Jonathan Hodgson, R. Jos. Reckie, John Grant, Henry Bulmer, William McNaughton, James Benny, Henrys Lyman, James Donnelly, Samuel H. May, James Coristine, James Popham, William Rodden, Walter Macfarlane, William O'Brien, Andrew Wilson, Henry Mulholland, Alexander Buntin and Thomas Tiftin, all of the City and District of Montreal, Esquires, have petitioned for an Act to incorporate them and others under the style and title of "The Royal Canadian Insurance Company," to enable parties, owners of or interested in property, to insure the same against loss by fire, and also to enable them to carry on the business of fire, marine and inland navigation insurance; and whereas it has been considered that the establishment of such an association would be greatly beneficial to the interests of the Dominion and tend to the retaining therein a large portion of the moneys annually sent away as premiums for such insurance: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. The said persons and all other person and persons, body and bodies politic as shall from time to time be possessed of any share or shares of the stock of the Company are hereby constituted and shall be one body politic and corporate by the name of "The Royal Canadian Insurance Company;" and by that name shall have perpetual succession and a common seal, with power to break and alter such seal; 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 four millions shares of the of dollars, divided into forty thousand shares of one hundred dollars each; and books of subscription shall be opened in the principal cities and towns of the Dominion at the same time,--of which public notice shall be given by such person or persons, and under such regulations as the majority of the Directors hereinafter appointed shall direct Provided always, that it shall and may be lawful for the said corporation to increase its capital stock, from time to time. capital stock. to a sum not exceeding five millions of dollars, or such portion thereof as a majority of the stockholders, at a meeting to be especially convened for that purpose, shall agree upon. Proviso: increase of Subscription 3. It shall be lawful for any person or persons or body politic of shares and to subscribe for such and so many shares as he, she or they may calls. Forfeiture of think fit; and five per cent. shall be paid at the time of subscription, Payment of and five per cent. shall be paid in three months thereafter, to be calls. called for by the Directors; and the remainder shall be payable in such instalments as a majority of the Directors may determine upon, not to exceed five per cent. per call, and at periods of not less than three months interval: Provided always that no instalment shall Notice of be called for nor be payable in less than thirty days after public notice shall have been given in two newspapers published in the City of Montreal (one in the English language and the other in the French language) and in the Canada Gazette, and by circular, addressed to each stockholder at his, her or their last known residence. If any stockholder or stockholders as aforesaid shall refuse or neglect to pay to the said Directors the instalment due upon any non-payment. share or shares held by him, her or them at the time required so to do, such stockholder or stockholders as aforesaid shall forfeit such share or shares as aforesaid, together with the amount previously held thereon; and such forfeited share or shares may be sold at a public sale by the said Directors, after such notice as they may direct; and the moneys arising therefrom shall be applied for the purposes of this Act: Provided always that, in case the money produced by any sale of shares be more than sufficient to pay all arrears and interest together with the expenses of such sale, the surplus money shall be paid on demand to the owner; and no more shares shall be sold than shall be deemed necessary to pay such arrears, interest and expenses. shares for Proviso. make con 4. The Company shall have power and authority to make and Company may effect contracts of insurance with any person or persons, body pol- tracts of itic or corporate, against loss or damage by fire on any houses, insurance. stores or other buildings whatsoever, and on any shipping or vessels whatsoever, wheresoever or whithersoever proceeding, against loss or damage by fire, water or any other risk whatever; and in like manner on any goods, chattels or personal estate whatever, whether on shore or afloat, and to cause themselves to be insured And effecti re-insurance. ¡ against any loss or risk they may have incurred in the course of their business; and generally to do and perform all the necessary matters and things connected with and proper to promote those objects. funds. 5. It shall be lawful for the Company to purchase and hold for Investment of the purpose of investing therein any part of the funds or money thereof, any of the public securities of the Dominion, the bonds and debentures of any incorporated city or town' or municipal corporation; and also to sell and transfer the same, and again to renew such investment when and as often as a due regard to the interests of the Company shall require; and also to make loans of the funds on bond and mortgage, at any legal rate of interest, with power to receive the same in advance, and the same investments to call in and re-loan as occasion may require. Directors. 6. The property, affairs and concerns of the said Company shall First Board of be managed and conducted by a Board of nine Directors, one of whom shall be chosen President and one Vice-President; which Board, Head office Board, in the first instance, and until replaced by others, shall con- 7. The principal office of the Company shall be in the City of and branches. Montreal, in the Province of Quebec, but the Company may estab lish agencies or branch offices in any part of Canada; and the said Company shall have the right to acquire and hold real estate in the City of Montreal, not to exceed in value the sum of one hundred thousand dollars, in which it shall provide itself with the offices necessary for the prosecution of its business. First general meeting of shareholders. Notice. Election of Participation in profits by policy-holders. Proviso. Thausmission of shares ; proof required in certain cases. 8. When and so soon as five hundred thousand dollars of the capital stock shall have been subscribed as aforesaid, and ten per centum of the amount so subscribed paid in the said Provisional Directors may call a general meeting of the shareholders, at some place to be named, in the City of Montreal,-giving at least twenty days' notice thereof in the Canada Gazette, and also in some daily newspaper published in the said city; at which general meeting the shareholders present in person or by proxy shall elect nine Directors in the manner and qualified as hereinafter provided, who shall constitute a Board of Directors, and shall hold office until the annual general meeting in the year following their election. 9. It shall be lawful for the Directors to return to the holders of the policies or other instruments such part or parts of the actual realized profits of the Company, in such parts, shares and proportions, and at such times and in such manner as the said Directors may deem advisable; and to enter into obligations so to do either by endorsements on the policies or otherwise: Provided always that such holders of policies or other instruments shall not be held to be in anywise answerable for the debts or losses of the Company, beyond the amount of the premium or premiums which may have been actually paid up by him, her or them. 10. The transmission of the interest in any share of the capital stock, in consequence of the marriage, death, bankruptcy or insolvency of a shareholder, or by any other lawful means than an ordinary transfer, shall be authenticated and made in such form, by such proof, with such formalities and generally in such manner as the Directors shall, from time to time, require or, by any by-law, may direct; and, in case the transmission of any share of the capital Transmission stock of the Company shall be by virtue of the marriage of a female by marriage of shareholder, it shall be competent to include therein a declaration to the effect that the share transmitted is the sole property and under the sole control of the wife, and that she may receive and grant receipts for the dividends and profits accruing in respect thereof, and dispose of and transfer the share itself without requiring the consent or authority of her husband; and such declaration shall be binding upon the Company and the parties making the same, until the said parties shall see fit to resolve it by a written female shareholder. zation of wife. notice to that effect to the Company; and the omission of a state- As to authoriment in any such declaration that the wife making the same is luly authorized by her husband to make the same, shall not cause he declaration to be deemed either illegal or informal,-any law or usage to the contrary notwithstanding. 11. If the Directors of the Company shall entertain doubts as Proceedings in o the legality of any claim to and upon such share of stock, as to title to case of doubt t shall be lawful for the Company to make and file in the such share. Superior Court at Montreal a declaration and petition in writing ddressed to the said court, or to one judge thereof, setting forth the acts and praying for an order or judgment adjudicating or awardng the said share to the party or parties legally entitled to the ame, and by which order or judgment the Company shall be guided and held fully harmless and indemnified and released from all and every other claim for the said share, or arising therefrom: Provided always that notice of such petition shall be given to the Proviso. arty claiming such share, who shall, upon the filing of such petition, establish his right to the several shares referred to in such petition; and the delays to plead and all other proceedings in such cases shall be the same as those observed in interventions in cases pending before the said Superior Court: Provided also that, unless Proviso. the said court or judge otherwise orders, the costs and expenses of procuring such order and adjudication shall be paid by the party or parties to whom the said shares shall be declared lawfully to belong and such shares shall not be transferred until such costs and expenses be paid, saving the recourse of such party against any party contesting his right. of officers of misdemeanor. 12. Any person, who, as Secretary, clerk or other officer of the Fraud on part Company shall be guilty of any designed fraud or falsehood in any Company matter or thing pertaining to his office or duty shall be guilty of a to be a misdemeanour; and any person offering to vote in person at any false personelection of Directors in the said Company who shall falsely per- ation to be a sonate another, or who shall falsely sign or affix the name of any other person, a member of the Company, to any appointment of a proxy shall be guilty of a misdemeanor. misdemeanor. insurance. 13. If any insurance shall be and subsist in the said Company, Case of double and in any other office, or from and by another person or persons at the same time, the insurance made in and by the said Company shall be deemed and become void, unless such double insurance subsist with the consent of the Directors signified by endorsement on the policy, signed by the President, Secretary or otherwise, as directed by the by-laws and regulations of the Company. stockholders 14. In all actions, suits and prosecutions, in which the said Officers or Company may be at any time engaged, any officer or stockholder competent as in the said Company shall be a competent witness, notwithstand- witnesses, ng any interest he may have therein. 15. During the hours of business, every stockholder of the said Names of corporation shall have power to ask and receive from the President, Secretary stockholders. Returns to General Act Proviso. Secretary or other officer, the names of all the stockholders of the said corporation. 16. The said Company shall, when required so to do, by either of the branches of the legislature, present a return under oath of the amount of real estate held by the said corporation, the amount of capital stock subscribed and paid up, with a list of the shareholders and the stock subscribed by each, and the names of the Directors,--together with a statement of the amount of risks paid during the past year, the amount of risks for which the Company is liable under each class, the amount to be paid the stockholders in dividends and bonuses and the amount of money in hand at the time of making the return. 17. Notwithstanding any thing contained in "The Canada Joint Stock Companies Clauses Act, 1869," or in any other law, the said Act shall extend and apply to the Company hereby incorporated and shall be incorporated with and form part of this Act: Provided always, that the words "or insurance or insurance" in the third section of the said cited Act, and sections eighteen, twenty-four, twentyfive, twenty-eight, twenty-nine, thirty-two, thirty-nine and forty of the said cited Act shall not be incorporated with this Act. Preamble. Incorporation name. CHAP. 100. An Act to incorporate the Canada Mutual Marine [Assented to 23rd May, 1873.] HEREAS James Domville, Esquire, Hon. William Muirhead Senator, Hon. A. J. Smith, M.P., Robert Marshall and George McKean, Esquires, all of the City of Saint John, New Brunswick: John Crawford, Esquire, M.P., of the City of Toronto, Ontario; and Adolphe P. Caron, Esquire, M.P., of the City of Quebec, have, by their petition, prayed for the incorporation of a company to carry on the business of marine, inland navigation and transportation insurance; and it is expedient to grant the prayer of their petition : Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. There shall be established in the City of Saint John, in the and corporate Province of New Brunswick, an insurance company for marine, inland navigation and transportation risks, to be called the "Canada Mutual Marine Insurance Company," with power to establish agencies at any place in the Dominion of Canada, and elsewhere. Insurance powers. 2. The said corporation shall have power- |