Preamble. Name of Company changed. New provision as to number and election of directors. CHAP. 20. An Act to amend the Act incorporating the Isolated Risk Fire Insurance Company of Canada, and to change the name of the said Company to "The Isolated Risk and Farmers' Fire Insurance Company of Canada." [Assented to 3rd May, 1873.] THEREAS the Isolated Risk Fire Insurance Company of Canada have, by their petition, represented that they have entered into an agreement with the Provisional Directors of the Cultivators' Insurance Company of the Province of Quebec, whereby the last named company have agreed to surrender their charter, and combine their interests with those of the first mentioned Company, conditionally upon certain amendments being made to the Act of incorporation of the said Isolated Risk Fire Insurance Company, specified in the said agreement; and that they are desirous of obtaining the said amendments, and also certain other changes in the said Act necessary to insure the more efficient working of the Company; 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. The name and style of the said Company is hereby changed to "The Isolated Risk and Farmers' Fire Insurance Company of Canada:" Provided, nevertheless, that policies may continue to be issued by the Isolated Risk Fire Insurance Company under its original name, until it shall be prepared to issue policies under the new designation. 2. The number of Directors shall be increased to twenty-two; one half of whom shall be chosen from the list of shareholders in the Province of Quebec, and one half from the shareholders in the Province of Ontario; and the Directors for each Province shall be nominated by the shareholders in such Province, at a special meeting to be held for the purpose at Toronto for the Province of Ontario, and at Montreal for the Province of Quebec ten days before the general annual meeting of the shareholders to be holden at Toronto,-the first such special meeting to be called by the Secretary, and subsequent special meetings to be called by the Secretary for Ontario shareholders, and by the Vice-President for the Province of Quebec for the shareholders of the Province of Quebec, and to be announced at least ten days before the day of meeting by advertizements published in French newspapers at Montreal and Quebec for the Quebec meeting and in a newspaper at Toronto for the Ontario meeting: and the persons so nominated and chosen as Directors in the two Provinces, shall be accepted at the annual meeting at Toronto as the Directors of the Company for the next ensuing year, and their names shall be announced as such such by the Secretary to the shareholders, at the general annual meeting; and their names shall be entered on the minutes of the meeting as the Directors elected for the next ensuing year. retire. 3. In order to carry into effect at the earliest date the Present provisions of this Act, the present Directors of the Isolated Risk Directors to Insurance Company shall on some day to be fixed by a resolution of the Board, and not later than one month after the acceptance by the intending Quebec shareholders of the shares to be vested in them under the terms of the agreement referred to in the preamble, vacate their seats; and meetings shall be called at Toronto and Montreal for a day, ten days before such vacation, at which meetings Directors shall be nominated for the current year; and the persons so nominated shall, from and upon such vacation, be the Directors for the current year, and the proceedings taken to carry out this provision shall be, as far as possible, in accordance with those prescribed in the preceding section of General meetthis Act; and for that purpose a general meeting of the share- ing for election holders shall be called for the day so fixed by the Board of Directors as aforesaid. of Directors. 4. Any vacancy occurring during any year shall be filled by Vacancies, the election of a Director by the Directors resident in the Province how filled. to which the vacant seat belonged; and a meeting of such Directors shall be called by the Secretary, for the purpose of such election, within one month after the occurrence of the vacancy; and such meeting shall be held at Toronto for the Province of Ontario, and at Montreal for the Province of Quebec. one-fourth of 5. When less than one-fourth of the stock is held in either of Provision the Provinces of Ontario and Quebec, the whole of the Directors when less than shall be elected at the general annual meeting, as provided in the the stock is Act of incorporation: Provided that one-half of the Directors held in either shall, notwithstanding, continue to be elected from among the shareholders in each of the said Provinces. Province. 6. There shall be two Vice-Presidents,-one for the Province of Vice-PresiOntario, and one for the Province of Quebec, each being chosen dents. From among the Directors for his Province: the policies for the Province of Quebec shall be signed by the Vice-President for that Policies in Province, as well as by the President and Secretary; the policies Quebec. hall be issued in the French or English language, at the nstance of the insured, as indicated by the local agents in the pplications. declared. 7. As soon as the conditions of the "Act respecting insurance When diviCompanies" are complied with, as to the deposit of one hundred den may be housand dollars with the Government, it shall be competent for he Directors to declare and pay such a dividend as the finances f the Company may justify, and to continue to declare dividends rom time to time half yearly: Provided always, that by so doing Proviso. ey shall not in any way impair their paid up capital stock. sistent enactments. 8. All provisions of the Act of incorporation inconsistent with As to incor he terms of this Act, are hereby varied so far as is necessary to ive effect to the provisions of this Act. 4 СНАР. Preamble. Certain persons incorporated. Corporate name. Capital stock and shares. Increase of shares. Provisional Stock books to be opened. CHAP. 21. An Act to incorporate the Empire Fire and Marine Insurance Company of Canada. [Assented to 3rd May, 1873.] HEREAS Arthur M. Jarvis, the Honorable Archibald MeKellar, Nathaniel Dickey, William McGiverin, George Cox, Egbert A. Smith, Moses Staunton, James Watson and John McBean have by their petition represented that the establish ment of an association for the insurance of buildings and other property on land and also for the insurance of vessels and other property on water, would be beneficial to the interests of the Dominion and promote the extension of that business in the hands of Canadians; and have prayed that they may be incorpora ted for the purpose of carrying on a business of that description by the name and style of the "Empire Fire and Marine Insurance Company of Canada;" and it is expedient to grant the prayer the said petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: of 1. The said Arthur M. Jarvis, the Honorable Archibald McKellar, Nathaniel Dickey, William McGiverin, George Cox, Egbert A. Smith, Moses Staunton, James Watson and John McBean, and all such persons as hereafter shall become share holders of the said Company shall be and are hereby ordained constituted and declared to be a body corporate and politic in law in fact and in name by the style and title of the "Empire Fir and Marine Insurance Company." 2. The capital stock of the said Company shall be five hun dred thousand dollars divided into five thousand shares of on hundred dollars each, which said shares shall be and are hereby vested in the several persons who shall subscribe for the same their legal representatives and assigns, subject to the provision of this Act: Provided always that it shall and may be lawful fo the said Company to increase its capital stock to such sum no exceeding one million dollars, as a majority of the shareholder at a special general meeting to be expressly convened for the purpose, shall agree upon. 3. For the purpose of organizing the said Company the person named in the preamble to this Act shall be Provisional Directo thereof; and they, or a majority of them, may cause stock book to be opened after giving due public notice thereof; upon whic stock books shall be recorded the subscriptions of such person as desire to become shareholders in the said Company; and suc books shall be opened in the city of Toronto, and elsewhere, a the discretion of the said Provisional Directors, and shall be kep open so long as they may deem necessary. 4. When and so soon as one hundred thousand dollars of the First meeting said capital stock shall have been subscribed as aforesaid, and of shareholders, for ten per centum of the amount so subscribed paid in, the said election of Provisional Directors may call a general meeting of the shareholders directors.; at some place to be named, in the City of Toronto, giving at least wenty 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 herenafter provided, who shall constitute a Board of Directors and shall hold office until the first annual meeting. 5. The shares of capital stock subscribed for shall be paid in Calls on stock. and by such instalments, and at such times and places, as the said Directors shall appoint; no such instalment shall exceed ten er cent., of which call two months' notice shall be given; and xecutors, administrators and curators paying instalments upon che shares of deceased shareholders, shall be and they are hereby espectively indemnified for paying the same: Provided always When to hat it shall not be lawful for the said Company to commence the business of insurance until the sum of not less than two hundred and fifty thousand dollars shall have been subscribed and twenty er cent. thereof shall have been paid in on account of such subcribed stock. commence business. 6. The stock, property, affairs and concerns of the said Com- Election of Dany shall be managed and conducted by nine Directors, one of Directors. whom shall be chosen President, who, except as is hereinbefore provided for, shall hold office for one year; which Directors shall e shareholders, and shall be elected at the annual general meeting f shareholders to be holden at Toronto, on the first Wednesday July in each year or such other day as may be appointed by y-law,-not less than twenty days' notice of such meeting being iven as provided in section four; and the said election shall be eld and made by such of the shareholders present in person or y proxy, as shall have paid all calls made by the Directors and en due; and all such elections shall be by ballot; and the ine persons who shall have the greatest number of votes at any ach election shall be Directors, except as hereinafter direct1; and if two or more persons shall have an equal number of tes, in such a manner that a greater number of persons shall opear to be chosen Directors, then the Directors who shall have a reater number of votes, or the majority of them, shall determine hich of the said persons so having an equal number of votes all be the Director or Directors, so as to complete the whole umber of nine and the said Directors, as soon as may be Election of ter the said election, shall proceed in like manner to elect by llot one of their number to be the President, and one to be ce-President and if any vacancy should at any time happen Vacancies, how hongst the said Directors by death, resignation, disqualification filled. removal during the current year of office, such vacancy shall be led for the remainder of the year by the remaining Directors, the majority of them, electing in such place or places a share 4 : holder President. Proviso: directors. holder or shareholders eligible for such office: Provided always qualification that no person shall be eligible to be or continue as Director unless he shall hold, in his name and for his own use, stock in the said Company to the amount of ten shares, whereon at least ten per cent. shall have been paid, and shall have paid all call. made upon his stock, and all liability incurred by him to the Company. Provision in of election. 7. In case it should at any time happen that an election of case of failure Directors of the said Company should not be made on any day when pursuant to this Act it should have been made, the sa Company shall not for that cause be deemed to be dissolved; br it shall be lawful on any other day, to hold and make an election in such manner as may be regulated, directed and appointed by the Directors for the time being, and the Directors in office shal so continue until a new election is made. Vetes and 8. At all general meetings of the said Company, each shareproxies at gen- holder shall be entitled to give one vote for every share held by eral meetings. him, not less than fourteen days prior to the time of voting, upon which all calls then due have been paid: such votes may be given either in person or by proxy, the holder of any such proxy being himself a shareholder; and no shareholder shall be entitled to give more than one hundred votes upon proxies held by him. And a questions proposed for the consideration of the shareholders shal be determined by the majority of votes, the chairman presiding at Casting vote. such meeting having the casting vote in case of an equality of votes Provided that no clerk of the said Company shall vote, either in person or by proxy, at the election of Directors. Proviso. Company may and freight. 9. The said Company shall have power and authority to make insure vessels and effect contracts of insurance with any person or persons, body politic or corporate, against loss or damage of or to sea or lakegoing ships, boats, vessels, steamboats or other cratt, or any ships, boats, vessels, steamboats or other craft navigating the ocean, seas, lakes, rivers, high seas or any other navigable waters whatsoever, from any port or ports in Canada, to any other port or ports in Canada, or to any foreign port or ports upon ocean, lakes, rivers or other navigable waters aforesaid, or from one foreign port to another foreign port, or from any foreign port or ports to any port or ports in Canada or else where, upon all or any of the seas, lakes, rivers and navigable waters aforesaid; or against any loss or damage of or to the cargoes or property conveyed in or upon such ships, vessels, boats or other craft, and the freight due or to grow due in respect thereof; or of or to timber or other property of any description conveyed in any manner upon the ocean or upon all or any of the seas, lakes, rivers and navigab waters aforesaid; or on any railway, or stored in any warehou or railway station, and generally to do all matters and things relating to or connected with marine insurance, on all or any of the seas, lakes, rivers and navigable waters aforesaid, and to mak and grant policies therein and thereupon: and the said Company |