tenure of office.

from time to time under the said By-law, shall perform and fulfil Duties and all the duties theretofore appertaining to the offices of Managing Director and Assistant Managing Director, under the said Act of Incorporation, and the several amendments thereof, and shall hold their several offices at the will and pleasure of the said Directors or a majority thereof, and shall give security to the satisfaction of the said Directors for the due and faithful performance of the duties of the said several offices.

CAP. LXVIII.

An Act to incorporate the Dominion Mutual Life Guarantee Assurance Company.

W

[Assented to 22nd June, 1869.]

HEREAS the Honorable D. L. Macpherson, John Craw- Preamble. ford, Esquire, the Honorable George Brown, Edward C. Jones, Esquire, C. S. Gzowski, Esquire, Edward Blake, Esquire, Nathan C. Ford, Esquire, Clarkson Jones, Esquire, and Thomas Galt, Esquire, have petitioned the Legislature praying that an association under the style and title of the "Dominion Mutual Life Guarantee Assurance Company," may be incorporated for the purpose of enabling the said petitioners and others to carry on the business of a Life Assurance Company: Therefore, Her Majesty, by and with the advice and consent of the Senate and House of of Commons of Canada, enacts as follows:

Guarantee

corporated,

red on them.

1. All such persons as now are or hereafter shall become members The Dominion of the said Company, and their respective executors, administra- Mutual Life tors and assigns, shall be and are hereby constituted and declared Assurance to be a corporation, body corporate and politic, by and under the Company inname and style of "The Dominion Mutual Life Guarantee Assur- and certain ance Company," and shall be in law capable of acquiring by pur- powers conferchase, lease, mortgage or otherwise, and of holding absolutely or conditionally, lands and real estate, and of selling, alienating, transferring and disposing of the same, as shall be deemed expedient; Provided always, that nothing in this Act contained shall be considered as authority to hold real estate beyond the annual value of twenty thousand dollars, for the use and occupation of the Company, or for the convenient transaction of its business; Provided Proviso as to nevertheless, that the said Company may hold such real estate as holding real shall have been bona fide mortgaged to it by way of security, or mortgages. conveyed to it in satisfaction of debts, or judgments recovered; And it shall be lawful for the Company to invest its funds in Investments the securities of the Dominion of Canada, or of any of the Pro- by company. vinces composing the Dominion, and in the Bonds, Debentures and Stocks of any Municipality, or Incorporated Company transacting business in any of the Provinces of the Dominion, or on mortgage

estate and

of real estate; Provided always, that all real estate so mortgaged Sale of real or conveyed in security as aforesaid, shall be sold and disposed of estate within within

33

specified tim

Amount of

within ten years from the time of its becoming the absolute property of the Company.

2. The capital stock of the said Corporation shall be one million capital stock. of dollars, divided into five thousand shares of two hundred dollars each.

Power to make contracts of Insurance

when all the shares having

been subscribed for,

and 31 V. c. 48

3. So soon as all the shares of the said Company shall have been subscribed for, and fifty thousand dollars shall have been actually paid thereon, and deposited with the Receiver General of the Dominion of Canada, in accordance with the provisions of the Statute of Canada, passed in the thirty-first year of Her $50,000 paid, Majesty's Reign, and intituled: An Act respecting Insurance complied with. Companies, the said Corporation (being duly licensed under the said Act) shall have power and legal authority to make and effect contracts of Assurance with any person or persons, bodies politic or corporate, upon life or lives, or in any way dependent upon life or lives, and to grant or sell annuities either for lives or otherwise, and on survivorship, and to purchase annuities to grant endowments to children or other persons, and to receive investments of money for accumulation, to purchase contingent rights whether of reversion, remainder, annuities, life policies or otherwise, and generally to enter into any transaction depending upon the contingency of life, and all other transactions usually entered into by Life Assurance Companies, including re-assurance.

Business of the Corsoration to be

4. The business of the said Corporation shall be conducted by a Board of not less than eight Trustees, one of whom shall be managed by chosen president, and one or more vice-presidents, (which Board

Board of
Trustees.

First Board
named.

Powers of
Trustees.

May make by-laws.

shall, in the first instance, consist of the Honorable D. L. Macpherson; John Crawford, Esquire; the Honorable George Brown; Edward C. Jones, Esquire; C. S. Gzowski, Esquire; Edward Blake, Esquire; Nathan C. Ford, Esquire; Clarkson Jones, Esquire, and Thomas Galt, Esquire, shareholders in the said Company) who shall be qualified for such office as provided by the rules and regulations to be adopted by the said Company, which may provide for an increase of their numbers, and for the future appointment of Trustees to the said Company.

5. And with respect to the exercise of the powers of the Company, it is enacted that the said Trustees of the Company shall exercise all the powers of the Company, that they may make and enforce the calls upon the shares of the respective stockholders, they may declare the forfeiture of all shares on which such calls have not been duly paid, they may allot and divide among the assurers or policy holders insuring with profits, such portion of the profits realized, and at such times as they shall see fit, and may declare dividends of profits to be paid to the shareholders or to be paid on or added to the stock of the said Company; they may make all such rules, regulations and by-laws for the management of the affairs of the Company as shall from time to time appear to them to be necessary for the proper working of the Company.

are to be

6. All policies, contracts, securities, deeds and writings, touch- How policies, ing or concerning the said Company, shall be signed and executed contracts, &c., by the President of the said Company (or by a Vice-president) and executed. the Secretary, or in case of the absence or death of both President and Vice-presidents, then by three of the trustees of the said Company and the Secretary.

7. The head office of the said Company shall be in the City of Head office of Toronto, and the Trustees shall appoint the times and places in the Company in the city of said city of Toronto, for all meetings of the said Company and of Toronto. the Trustees thereof, as provided by the rules of the said Company to be determined upon in that behalf.

shares.

8. The shares of the said Company shall be transferable by the Transfer of parties holding the same according to the rules of the Company; provided always, that no transfer shall be valid until the same having been sanctioned and approved by the Trustess, shall have been registered in the Transfer Book of the Company, and all calls shall have been paid in respect of any share sought to be transferred.

of interest in shares, how to

9. The transmission of the interest in any share of the stock of Transmission the Company in consequence of marriage, death or insolvency of a shareholder, or by any other means than an ordinary transfer, be proved. shall be made, proved and authenticated, in such form, by such proof and generally in such manner, as the Trustees shall from time to time require or by By-law direct.

for calls.

10. In any action for the recovery of arrears on calls, it shall Right to sue be sufficient for the Company to allege, that the Defendant being an owner of shares therein is indebted to the Company in respect of so many shares, whereby an action hath accrued to the Company by virtue of this Act; and on the trial it shall only be necessarp to prove that the Defendant was owner of some shares in the Company, and that such call was made according to the Rules Allegations and By-laws of the Company, and it shall be unnecessary to prove the appointment of the Trustees who made such calls or any other matter whatsoever.

and proof.

notice of trusts.

11. The Company shall not be bound to see to the execution of Company not any trust, whether expressed, implied or constructive to which bound to take any share or shares of its stock may be subject, and the receipt of the party in whose name any share stands in the Books, or if such share stand in the name of more than one, the receipt of one shall be a sufficient discharge to the Company for any money paid in respect of such share or shares, notwithstanding any trust to which they may be held subject, and whether or not the Company shall have had notice of such trust.

Officers not to

12. No Trustee or other officer of the Company shall become a Trustees or borrower of any portion of its funds, nor become surety for any borrow from other person who shall become a borrower from the Company. Company.

Company to be
subject to 31
V. c. 48.

Interpretation clause.

Preamble.

Certain per

ated; purposes and name.

13. The Company shall be subject to all the provisions of the said Act, passed in the thirty-first year of Her Majesty's Reign, and intituled: An Act respecting Insurance Companies, applicable to Canadian Life Insurance Companies, and this Act shall be construed as if such provisions were embodied in it.

14. In this Act the word "Company" shall mean The Dominion Mutual Life Guarantee Assurance Company in this Act mentioned, and "The Trustees" shall mean the Trustees for the time being.

CAP. LXIX.

An Act to incorporate the Canada Marine Insurance Company.

[Assented to 22nd June, 1869.]

HEREAS the formation and establishment of Marine and Inland Navigation Insurance Companies is of great public utility, and would afford greater convenience to the inhabitants of Canada for effecting insurances and settling losses, and also more security for losses, and greater facilities for recovering them, and would also contribute to the prosperity of the trade of the Dominion; and whereas the persons hereinafter named are willing and desirous to establish and maintain such a Company, and have petitioned to be incorporated for that purpose, and it is expedient to grant their prayer: therefore, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

1. Hugh Allan, Andrew Allan, John McLennan, Hugh McLensons incorpor- nan, Thomas Rimmer, William Gunn and Alexander Mitchell, and every other person who shall hereafter become a Shareholder of the said Company, shall be and are hereby united into a Company for making and effecting inland navigation and marine insurances, according to the rules and directions hereinafter mentioned, and for that purpose are constituted a body politic and corporate under the name of "The Canada Marine Insurance Company."

Powers and

Corporation.

2. The said Company shall have the power and authority to business of the make with any person or persons, all insurances connected with marine risks of navigation, and transportation by water; against loss or damage either by fire or by perils of the navigation of or to any vessel, steamer, boat or other craft, either sea-going or navigating upon lakes, rivers or navigable waters, and of or to any cargo, goods, wares and merchandise, specie, bullion, jewels, bank notes, bills of exchange, and other evidences of debt, conveyed therein, or conveyed by any Railway or stored in any warehouse or railway station while in transit; and of and to any timber or

other

other property of any description, borne or carried by water, and of and to any freight, profit, commission, bottomry, or respondentia interest; and to cause themselves to be re-insured when deemed expedient, against any loss or risk on which they have made or may make insurance, and generally to do and perform all other matters and things necessary to such objects.

real estate, &c.

security for a

3. The said Company shall have power and authority within Power to hold the limits of Canada, to purchase, have and hold, to them and their successors, any real or immovable estate, lands and tencments, which shall be necessary for their immediate accommodation, and the transaction of their business, not exceeding the yearly value of five thousand dollars, and the same to sell and dispose of, and others to acquire as may be deemed expedient; and to take And mortgages and hold any real estate bona fide mortgaged or hypothecated to by way of the said Company by way of security, or conveyed to them in certain time. satisfaction or payment of any debt previously contracted in the course of their dealings, or purchased at any sale under any judgment, execution or decree of court which may have been obtained for such debts, or by virtue of any proceeding at law, or acquired by purchase to avoid a loss to the said Company through prior claims, and to hold the same for a period not exceeding five years, during which time the said Company shall be bound to sell or dispose of, and convert the same into money, or property authorized to be held by virtue of this Act.

funds.

4. It shall be lawful for the said Company, within the limits of Investment of Canada, to invest their funds or any part thereof, in loans on public or landed securities, or in such other securities as shall be authorized by the by-laws, and the same to call in and re-loan as occasion may require, and as may be deemed expedient by their directors from time to time; and in the purchase of public securites, stocks of chartered banks or other chartered companies, the bonds and debentures and other evidences of debt of the Government of the Dominion of Canada, or of any Province in Canada, and to sell and transfer the same; provided always that the said Proviso. Company shall not deal in any goods, wares or merchandize, other than such as they shall become possessed of by virtue of any insurance made thereon, or which may be abandoned to them.

Company, and

5. The capital of the said Company shall be formed by and Capital of the consist of twenty thousand shares of one hundred dollars each, provision for and the said capital stock with the property of the Company, shall increase. be held liable for the payment of all engagements, losses or damages that may from time to time occur, and be justly claimed from, or charged upon the said Company, but it shall be lawful for the said Company from time to time to increase the capital stock to an amount not exceeding in the whole fifty thousand shares, by a resolution adopted by the majority of the shareholders present at a meeting or meetings expressly convened for the purpose.