AN ORDINANCE TO INCORPORATE A COMPANY TO BE CALLED "THE HAND.IN-HAND MUTUAL GUARANTEE FIRE INSURANCE COMPANY OF BRITISH GUIANA-LIMITED."* Enacted 25th October, 1865, published on the same day, came into operation on publication. [FRANCIS HINCKS, Governor.] WHEREAS the Georgetown Hand-in-Hand Mutual Fire In- Preamble, surance Company, as an unchartered Association, has so successfully carried on operations for the period of twenty-two years as to induce the Members of said Company to Petition His Excellency the Governor and the Honorable the Court of Policy for an Ordinance of Incorporation, and as it is expedient to comply with the Prayer of said Petition: Be it therefore enacted by His Excellency the Governor of British Guiana, with the advice and consent of the Court of Policy thereof, as follows: 1. That Sir William Henry Holmes, Kt., Etienne Auguste Company Manget, M.D., George Louis Davsou, Andrew Hunter, William incorporated. Knox, Frederick Augustus Rothwell Winter, Edward George Barr, Adolphus William Perot, John Seys Hill, Henry Clementson, John Halliburton King, James William Davson, and such others as may become members of the company hereby incorporated, for the purpose of effecting insurances against fire, their successors and assigns, shall be and are hereby created a body politic and corporate by the name and style of "The Hand-in-Hand Mutual Guarantee Fire Insurance Company of British Guiana, Limited," and shall by that name have succession, and shall be able to sue and be sued, plead and be impleaded in all Courts whatsoever. First 2. The said Sir William Henry Holmes, Kt., Etienne Auguste Manget, M.D., George Louis Davson, Andrew Hunter, William Directors. Knox, Frederick Augustus Rothwell Winter, Edward George Barr, Adolphus The provisions of this Ordinance are in force, except when inconsistent with the provisions of Ordinance 20, of 1870. [Ord. 18 anno 1866.] Subsequent chosen. No. XI. Adolphus William Perot, John Seys Hill, Henry Clementson, John Halliburton King, and James William Davson, shall be the first Board of Directors of the company, and the said. Edward George Barr shall be the first Chairman, and the said Frederick Augustus Rothwell Winter shall be the first Secretary, and the said Board of Directors, Chairman and Secretary shall continue in office until the first Monday in July of the year one thousand eight hundred and sixty-six, upon which day of July and upon the same day of July Directors, how in every succeeding year there shall be held a general meeting of the members of the company,* and at the first annual general meeting four directors shall retire by ballot, and four shall be chosen by ballot to supply their places; at the second annual general meeting in like manner four other directors shall retire by ballot, and four shall be chosen by ballot to supply their places; and at the third annual general meeting the remaining four directors shall retire, and four shall be chosen by ballot to supply their places; and thereafter at each annual general meeting the four senior directors shall retiré by rotation, and four shall be chosen by ballot to supply their places. The retiring directors shall be eligible for re-election. The directors at their first meeting after each annual general meeting, shall choose from among themselves a Chairman, and in case of the death, removal, resignation or other disqualification of how filled up the Chairman, the directors shall from among themselves supply his place for the remainder of the term for which he was elected; and in case of the death, resignation, removal or other disqualification of any of the directors, the remaining directors shall choose from among the members of the company others to supply their places during the remainder of the term for which they were chosen; and whenever a director shall be chosen to supply the vacant chairmanship, his place shall be supplied in the same maus ner; and the seniority of any director who shall be chosen by the other directors, shall be the same as that of the director whose place he is chosen to fill. Vacancies, * Ordinance 20 cf 1870, Section 3 enacts: 3. Every Instead of the Annual General Meeting of the Company, by the second section of Ordinance number 18 of the year 1865, appointed to be held on the first Monday of July in each year, there shall be held in each of the months of January and July in each year, a general meeting of the Company, and every such general meeting shall be convened by notice to be signed by the Secretary, and to be published at least ten days previous to the day of the meeting, in the Official Gazette, and at least two of the newspapers of the Colony. All things by the said Ordinance number 18 of the year 1865, specially appointed to be done at the Annual General Meeting in July, shall be at the General Meeting in July, provided for by this Ordinance. Any General Meeting whatever of the Company may be adjourned from day to day. proportion to their interest. 3. Every member of the company shall be entitled to vote by Members to himself, his agent or proxy, and shall have one vote for each and have votes in every two hundred and fifty dollars of the amount of his promissory amount of note, or other security, up to the sum of oue thousand dollars, and two votes for each and every thousand dollars of said note or other security between one thousand and five thousand, and one vote for every thousand dollars of said note or other security over and above five thousand dollars. of Company, 4. The affairs of the company shall be conducted by the direc- Directors to tors duly constituted as aforesaid, the Chairman shall preside at conduct affairs every meeting at which he shall be present, and in case of his to make ByeLaws, appoint absence, the directors shall appoint one of their number to act as servants, &c. Chairman; and the directors shall have power and authority to make such bye-laws, rules and regulations as shall appear necsssary for conducting and regulating the affairs of the company, not inconsistent with this Ordinance, or the laws in force in the Colony of British Guiana, and shall have authority to appoint a Secretary and such other servants as may be necessary for transacting the business of the company, and to allow them reasonable compensation. to be that purpose. 5. The said directors shall conduct the business of the company Business of in Georgetown and shall have power to hire, lease, or purchase a Compani suitable building or buildings for the purpose of transacting such Georgetown. Buildings may business; and it shall be lawful for any quorum of the directors to be acquired for pass, receive, and accept any grant, lease, assignment or transport Titles how to be passed, received or accepted under the provisions of this received and given. Quorum Ordinance; and the Chairman, or such other person as may be ap- of Directors. pointed in his place, and four directors shall form a quorum for transacting all business, and all questi ns which may come before them shall be decided by a majority of votes. 6. The Directors shall keep full, fair, and correct entries of their Proper records transactions, and an accurate record of their proceedings, all of which to be kept by shall at all times be open to the inspection of the members of the to be open to inspection of Company. Members. Directors. 7. There shall be held an Ordinary Meeting of the Board of Meetings of Directors on the first Monday in every month, and the Chairman shall have authority to call Extraordinary Meetings whenever he may ings of Company, how oalled. may deem it advisable, and the said Meetings ordinary and extraordinary may be adjourned from day to day and to such time and times as may be desirable.* 8. It shall be lawful for four directors, or for any number of Special Meet- members of the company who shall be entitled among them to onethird of the entire votes of the company, at any time to request the Chairman to call a Special Meeting of the Company: and the Chairman, whenever thereunto requested, shall give notice of such special meeting by advertising the same in the Official Gazette and one other newspaper published in Georgetown for four days next preceding the day for which such special meeting is appointed; and Advertisement if the Chairman shall neglect or refuse to call a special meeting of the company when requested so to do in manner as above provided, state business then the persons so requesting the Chairman to call a special meeting shall be authorised to call the same by advertisement to be pubMeetings ordi- lished in the Official Gazette and one other newspaper published in nary or special. Georgetown, at least seven days before the day named for such meeting; every advertisement calling a special meeting shall state the business to be submitted to the meeting, and no other business shall be entertained. At any meeting, ordinary or special, twelve members shall constitute a quorum. of Special meeting to to be submit. ted to it. Quorum at Business of Terms to be printed on Policies. Persons insured to be Members of Company. Policies and other Contracts, how signed. 9. The company is authorised and empowered to make insurances against fire, on every description of property moveable and immoveable, and to issue policies thereon, upon such terms and conditions as may be agreed upon, which said terms and conditions shall be printed in or upon each and every policy, and shall not be inconsistent with this Ordinance or any by-law or regulation of the company in force at the time of issuing such policy. And every application for insurance shall be in writing according to the printed forms to be furnished by the company, and every person who may insure in the said company shall, from the time of issuing of his policy, become and be a member of said company. And all policies of insurance and other contracts of said company, not otherwise provided for by this Ordinance, shall be signed by the Chairman *Instead of the days appointed in and by the seventh section of the said Ordinance for holding the ordinary meetings of the Board of Directors, the Directors shall have power to appoint any days in each and every month for holding such meetings, provided that every Director residing in Georgetown shall receive notice in writing of every such meeting from the Secretary. Chairman and two directors and countersigned by the Secretary, and shall have the same effect and be as obligatory upon the company as if such policies of insurance and other contracts had been sealed with a corporate seal. immoveable mium to be paid. moveable the Insurance of the properly. Note or other secu mium to be Directors ma in case of 10. In every case of insurance of immoveable property, the Insurance of assured shall give a promissory note payable to the company on property. Note demand, or other security to the satisfaction of the directors, for a or other security to be sum equal to one-fifth of the amount of his policy, and shall at the given. Presame time pay a cash premium on the amount of such note or other security; and in every case of insurance of moveable property assured shall give a like promissory note, or other security to satisfaction of the directors, for a sum equal to one-fourth of the rity to be amount of his policy; every note given in respect of the insurance given. Preof moveable property ahall be signed by the assured, and two ap- paid. proved persons, who shall be jointly and severally bound with the require note or assured as makers and principals; and the assured shall at the other security same time pay a cash premium on the amount of such note or other moveable prosecurity. Provided that the directors shall be entitled at any time renewed to require that any note or other security given in respect of the Notice of said insurance of moveable property shall be renewed or amended, in requirement, how given. such manner as to the directors may seem meet; and if the assured Consequences shall not renew or amend such note or other security, as required, pliance. within fourteen days after notice in writing of such requirement being duly served on him, his policy shall at the expiration of such fourteen days become, and shall thenceforth be, forfeited, null, and void, and the assured without being relieved from his liabilities to the company accruing previously to such forfeiture shall, as from the date thereof, lose all his rights and privileges as a member of the company. perty to be amended. of non-com to constitute Notes and other securities Guaranteed II. The cash premiums shall constitute the capital stock of the Cash Premiums company, and the notes on demand or other security shall consti- Capital Stock tute the guaranteed stock of the company; and all losses shall be paid in the first instance out of the capital stock until the same to constitute shall be reduced to one-tenth of the net annual income of the com- Stock. Losses, how to be paid. pany; and if the capital stock shall at any time be so reduced, or Assessments, shall at any time be insufficient to pay the losses sustained by the how to be company, then and in that case the directors shall make a pro rata assessment upon the guaranteed stock of the company to supply the calculated. deficiency : |