Assurance, and all other lawful Acts, Deeds and Transactions, done and performed in pursuance of this Act, and neither shall the said Directors be answerable for or chargeable with the defaults, neglects or misdeeds of others of them.

executed.

XIX. And be it enacted, That all Policies, Checks, or other Instruments issued or Policies, &c., how entered into by the said Company, shall be signed by the President, Vice-President or Managing Director, and contersigned by the Secretary, or as otherwise directed by the Rules and Regulations of the Company in case of their absence; and being so signed and countersigned, and under the Seal of the said Company, shall be deemed valid and binding upon them according to the tenor and meaning thereof.

XX. And be it enacted, That no transferred Share shall entitle the person to whom it is transferred, to a vote, until the expiration of thirty days after such transfer. XXI. And be it enacted, That no transfer of any Share of the said Corporation shall be valid until entered in the Books of the Corporation, according to such form as the Directors may from time to time determine, and that until the whole of the Capital Stock of the said Corporation is paid up, it shall be necessary to obtain the consent of the Directors to such transfer being made; Provided always, that no Stockholder indebted to the said Corporation shall be permitted to make a transfer or receive a dividend until such debt is paid, or secured to be paid, to the satisfaction of the Directors.

XXII. And be it enacted, That any person who, as Secretary, Clerk, or other Officer of the Company, shall be guilty of any designed falsehood or fraud in any matter or thing pertaining to his office or duty, shall be guilty of a misdemeanor; and any person offering to vote in person at any election of Directors in the said Company, who shall falsely personate another, or who shall falsely sign or affix the name of any other person a Member of this Company to any appointment of a proxy, shall be guilty of a misdemeanor.

Votes on transferred

shares.

Transfers to be en

tered, &c.

Proviso.

Penalty on officers guilty of fraud.

Double insurance

XXIII. And be it enacted, That if any Insurance on any house or building shall be and subsist in the said Company, and in any other office or form, and by any other per- without consent, void. son or persons at the same time, the assurance made in and by this said Company shall be deemed and become void, unless such double assurance 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. XXIV. And be it enacted, That in all actions, suits and prosecutions, in which the said Company may be at any time engaged, any Officer or Stockholder in the said nesses. Company, shall be a competent witness, notwithstanding any interests he may have

therein.

Officers may be wit

holders.

XXV. And be it enacted, That during the hours of business, every Stockholder of the As to lists of Stocksaid Corporation shall have power to ask and receive from the President, Secretary or other Officer, the names of all the Stockholders of the said Corporation.

the Legislature.

XXVI. And be it enacted, That the said Company shall, when required, so to do by Return to be made to either of the three 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 subcribed 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 paid the Stockholders in Dividends and Bonuses, and the amount of money in hand at the time of making the Return.

XXVII. And be it enacted, That this Act be, and is hereby declared a Public Act, Public Act. and that the same may be construed as such in Her Majesty's Courts in this Province. XXVIII. And be it enacted, That the present Act shall in no wise be forfeited for non-user at any time before the First day of January, one thousand eight hundred and fifty-four.

Non-user.

САР.

Preamble.

Certain persons incor

porated as the "Ca

nada West Farmers' Insurance Company"

Mutual and Stock

with certain powers.

Stock of Company,

divided into" Mu

tary."

CAP. CLXIII.

An Act to incorporate "The Canada West Farmers' Mutual and Stock Insurance
Company."

W

[ 30th August, 1851. ]

HEREAS Samuel Ward Ryckman, William G. Kerr, William L. Distin' Henry J. Lawrey, and others, have petitioned the Legislature, praying that an Association under the style and title of "The Canada West Farmers' Mutual and Stock Insurance Company," may be incorporated, as well for the purpose of enabling parties, owners of, or interested in isolated buildings and property situated in country places, and comparatively safe from fire, mutually to insure each other, as also the better to enable such Institution to conduct and extend the business of Fire Insurance; And whereas it hath been considered that it would be highly advantageous if such Corporation was established: Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and of the Legislative Assembly of the Province of Canada, constituted and assembled by virtue of and under the authority of an Act passed in the Parliament of the United Kingdom of Great Britain and Ireland, and intituled, An Act to re-unite the Provinces of Upper and Lower Canada, and for the Government of Canada, and it is hereby enacted by the authority of the same, That the said Samuel Ward Ryckman, William L. Distin, William G. Kerr, Henry J. Lawrey, John Kerby, Arthur Smith, and J. B. Freeman, and all such other persons as shall hereafter become Members of the said Company, are hereby constituted a Body Corporate by the style and title of "The Canada West Farmers' Mutual and Stock Insurance Company," by that name they and their successors shall have continued succession, and shall be capable in Law of sueing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended in all manner of actions, suits, complaints, matters and causes whatsoever; And that they and their successors may have a Common Seal, and may change and alter the same at pleasure; may mutually insure their respective properties under the restrictions, limitations and conditions hereinafter contained, and may also insure the houses and personal property of others for such time and at such Premiums as shall be agreed upon between the said Corporation and parties insuring; and also, that they and their successors, by and under the name of "The Canada West Farmers' Mutual and Stock Insurance Company," shall be capable, in Law, of purchasing, holding and conveying any estate, real or personal, for the use of the said Company, subject to the Rules and Conditions hereinafter mentioned.

II. And be it enacted, That the Stock and property of the said Company shall be tual" and "Proprie held liable for the payment of all losses that may from time to time occur to the said Company, and for that purpose shall be divided into, and consist of two separate and distinct descriptions of Stock, namely, Mutual and Proprietary; the Mutual Stock being composed of Premium Notes, deposited for the purpose of Mutual Insurance, together with all payments and other property received or held thereon, or in consequence of such Mutual Insurance; and the Proprietary Stock, being composed of Stock in Shares, subscribed and paid for the purpose of Fire Insurance to others, which Proprietary Stock shall not exceed One Hundred Thousand Pounds, divided into Members divided into Shares of Twenty Pounds each; and also, that the Members of, or persons composing

"Mutual and Proprietary" members.

Mutual members not liable beyond amount of their respective premium notes, nor

the said Company, shall in like man ner consist of and be divided into two classes, namely those who deposit Premium Notes for the purpose of Mutual Insurance, denominated Mutual Members; and Proprietary Members, or those who hold Shares in the Proprietary Stock of the said Corporation: Provided always, that nothing herein contained shall prevent the same pers on from holding at the same time both descriptions of Stock.

III. And be it enacted, That persons being Members of the said Corporation, by reason of deposit of Premium Notes. for the purpose of Mutual Insurance, shall not be held liable for any claims for losses or payments, beyond the amount of his, her or

their respective pro

their Premium Notes respectively; and neither shall Proprietary Members be held proprietary members liable for any claims for losses or payments, beyond the amount of such Share or Shares beyond the amount of of the Proprietary Stock which each may respectively hold; and also, in all the prietary stock. transactions of the said Company, the profits and benefits arising from or on account of the Mutual Branch of the said Corporation shall be secured to the Members thereof; and in like manner the profits and benefits arising from or on account of the Proprietary Branch of the said Company shall be secured to the Proprietary Members; and further, As to Expenses. all the expenses necessary and incurred for the conducting and management of the said Company shall be fairly assessed upon and divided between each Branch or Department of the said Company.

IV. Provided always, and be it enacted, That no Dividend or Bonus shall be declared or paid out of the Capital Stock of the Company, whether Proprietary or Mutual.

any

No dividends to be declared out of capital

stock.

Company may pur

chase and hold real for the purposes of the Corporation. May take and hold

real estate mortgaged to Company as secudebts contracted with Company.

rity for payment of

V. And be it enacted, That the said Company, by their Corporate Name aforesaid, shall be capable of purchasing, having and holding, to them and their successors, such estate, real, personal or mixed, as may be requisite for its accommodation in relation to the convenient transaction of its business; and may take and hold real estate bona fide mortgaged to the said Company, by way of security, for the payment of any debts which may be contracted with the said Company, and may proceed on the said mortgaged securities for the recovery of the moneys thereby secured, either in law or equity, in the same manner as any other mortgagee is or shall be authorized to do, and also to purchase on sales made by virtue of any proceedings at law or equity, or otherwise to receive and to take any real estate in payment, or towards the satisfaction of any debt previously contracted and due to the said Corporation, and to hold the same until they can conveniently and advantageously sell and convert the same into money or other personal property; Provided always, that the lands, Proviso. tenements and hereditaments which it shall be lawful for the said Company to hold, shall be only such as shall be requisite for its accommodation in relation to the convenient transaction of its business, or such as shall have been bona fide mortgaged to it by way of security, or conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts.

VI. And be it enacted, That it shall not be lawful for the said Company to deal in, use or employ any part of the funds or moneys thereof, buying or selling any goods, wares or merchandize, in the way of traffic, or in banking operations; but it shall, nevertheless, be lawful for the said Company to purchase or hold any Stock, Government Securities, or other Securities of Public Companies or funded debt for the purpose of investing therein any part of their funds or money, 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 said Company shall require; and also, to make loans of the funds on Bond and Mortgage, and the same to call in and re-loan, as occasion may render expedient.

Company not to deal in merchandize, nor engage in banking with its funds.

Concerns of Company

to be managed by a

Board of Directors.

VII. And be it enacted, That the property, affairs and concerns of the said Company shall be managed and conducted by a Board of seven Directors, one of whom shall be chosen President, and one Vice-President, which Board, in the first instance, and until the first General Annual Meeting of the Company, and until others may be chosen and appointed as hereinafter provided, shall consist of Samuel Ward Ryckman, William L. Distin, William G. Kerr, Henry J. Lawrey, John Kerby, Arthur Smith, and S. B. Freeman, and of which Board two Directors shall go out of office by rotation each year, but who shall, nevertheless, be immediately eligible for re-election as Directors; and Manner of proceeding the election of two Directors, in place of those so retiring from office, shall be held and with election of Dimade at the General Annual Meeting of the Company by such of the Members thereof as shall attend for that purpose, either in their own proper persons or by proxy; and all elections of such Directors shall be by ballot, and the two persons who shall have the greatest number of votes at any election shall be Directors, and if it shall, at any

such

rectors.

Vacancies among
Directors, &c.

Proviso.

Qualification of Directors.

Board to appoint day for general annual meeting, and notice

to be given in newspapers, &c.

Members entitled to votes in proportion to ther stock.

Corporation not to be dissolved by reason of election of Directors not taking place

when provided by this Act.

Majority of Directors to make By-laws, &c.

such election, happen that two or more persons have an equal number of votes, in such manner that a greater number of persons than two shall, by a plurality of votes, appear to be chosen Directors, then the said Members hereinbefore authorized to hold such election shall proceed to elect by ballot, until it is determined which of the said persons so having an equal number of votes shall be Director or Directors, so as to complete the whole number of seven; and the said Directors so chosen, as soon as may be after the said election, shall proceed to elect one of their number to be President, and one other of their number to be Vice-President; and if any vacancy or vacancies shall at any time happen among the Directors, or in the office of President or Vice-President, by death, resignation, removal from the Province, or ceasing to hold the interest in the Corporation hereinafter required, such vacancy or vacancies shall be filled up for the remainder of the year in which they may happen, by a person or persons to be nominated by a majority of the Directors; Provided always, that no person shall be elected to the office of Director who is not a Member of the Company holding an interest therein, either to the extent of Mutual Insurance to the amount of Five Hundred Pounds, or if mutually insured to a less amount than Five Hundred Pounds and more than Three Hundred and Fifty Pounds, together with five Shares of Proprietary Stock, or if so insured less than Three Hundred and Fifty Pounds and more than Two Hundred Pounds, to possess ten shares; and if not mutually insured, or so insured to a less amount than Two Hundred Pounds, then to hold not less than fifteen shares of Proprietary Stock.

VIII. And be it enacted, That the Board of Directors shall name and determine the day for the holding of the General Annual Meetings of the Company; and public notice of all General Meetings shall be given in at least tree newspapers that may be published in the Province of Canada, at least one month previous to the time of holding the said General Meeting or Meetings; and at the first General Annual Meeting of the Company, to be held as above directed, the Members then present shall decide and determine, by a By-law of the Company, to be then passed, the mode and manner in which the two retiring Members shall be then and in future elected, and the notice of all subsequent General Annual Meetings for election of Directors shall contain the names of the two retiring Directors.

IX. And be enacted, That each Member of the said Company shall be entitled to the number of votes proportionned to the amount of Stock by him, her or them insured, or held at least one month prior to the time of voting, according to the following rates, that is to say: Mutual Members, for any sum insured in the said Company amounting to Fifty Pounds, one vote; Two Hundred Pounds, two votes; Three Hundred and Fifty Pounds, three votes; and Five Hundred Pounds, four votes; Proprietary Members, one vote for each share not exceeding four, five votes for six shares, six votes for eight shares, seven votes for ten shares, and one vote for every five shares above ten.

X. And be it enacted, That if it shall happen at any time or for any cause that an election of Directors shall not be made on any day when, pursuant to this Act or the Ordinances of the Company, it ought to have been made, the said Corporation shall not for that cause be dissolved, but it shall be lawful on any other day to hold and make an election of Directors in such manner as shall be regulated by the By-laws and Ordinances of the Company, and the Directors in Office shall so continue until a new election shall be made.

XI. And be it enacted, That any number of the Directors of the said Company, being a majority of the said Directors, shall have full power and authority to make, prescribe and alter such By-laws, Rules, Regulations and Ordinances, as shall appear to them proper and needful, touching the well ordering of the Company, the Rates and Amount of Insurance and issuing of Policies, the management and disposition of its Stock, Property, Estate and Effects, and also to call in any Instalment or Instalments, or Assessment or Assessments, at such time and season and times and seasons as they shall think fit, giving due notice thereof as hereinafter provided, and also to declare and cause to be paid or distributed to the respective Stockholders of the Company, any

dividend

Directors to hold

weekly meeting for and three to form a quorum.

dispatch of business,

dividend or dividends of profits at such times and seasons as they shall deem expedient,
and also to appoint a Secretary and Treasurer, with such salary and allowance to each,
as well as to other Officers or Agents of the Company, and take security from them for
the due performance of their respective duties, as they shall think meet and advisable :
Provided always, that for the purposes in this section mentioned, except as hereinafter Proviso.
specially provided, a majority of the Directors shall be present and assisting, and it
shall not be competent for a Board consisting of a less number of Directors than were
present at the time, to alter, repeal or amend any matter or things so done.
XII. And be it enacted, That there shall be a Weekly Meeting of the Board of
Directors of the said Company, and any three or more of the said Directors shall be a
quorum, for the purpose of transacting and managing the details of the business and
affairs of the said Company, and at all Meetings of the Board of Directors, all questions
before them shall be decided by a majority of voices or votes, and in case of an equality
of votes, the President, Vice-President or presiding Director, shall give the casting
vote over and above his proper vote as a Director; Provided always, that nothing
herein contained shall be construed to authorize the making, prescribing, altering or
repealing any By-laws or Ordinances of the said Company, or calling in
any Instalments
or Assessments on Stock, or declaring Dividends of Profits, or the appointment of
Treasurer or Secretary, or the appointments of Salaries to, or Securities from, Officers
or Agents of the said Company, by any less number of Directors, or in any other
manner than is mentioned and provided in the next preceding section.

XIII. And be it enacted, That the said Directors, and such others as may be chosen by the said Company, shall receive a reasonable compensation for their attendance at the Board, to be ascertained and determined by a By-law or Rule of the Board, which compensation shall not exceed Fifteen Shillings to Members living in the County of Wentworth, nor Seven Shillings and Six Pence to those residing in the City of Hamilton; and the said Directors shall be indemnified and saved harmless by the Members of the said Corporation, in proportion to their several interests in the same, in and for their giving out and signing Policies of Insurance and all other lawful Acts, Deeds and Transactions done and performed in pursuance of this Act, and neither shall the said Directors be answerable for, or chargeable with the defaults, neglects or misdeeds of others of them.

XIV. And be it enacted, That any person who, as Secretary, Deputy Secretary, Treasurer, Clerk or other Officer of the Company, shall be guilty of any wilful fraud in any matter or thing pertaining to his office or the duties thereof, shall be guilty of a misdemeanor; and any person offering to vote in person at any election of Directors in the said Company, who shall falsely personate another, or who shall falsely sign or affix the name of any other Person or Member of this Company to any appointment of a proxy, shall be guilty of a misdemeanor.

XV. And be it enacted, That the Corporation hereby created, shall have power and authority to make and effect Contracts of Insurance with any person or persons, body politic or corporate, against loss or damage by fire on any houses, stores or other buildings whatsoever; and, in like manner, on any goods, chattels or personal estate whatsoever, and for such premises or consideration, and under such restrictions as may be agreed upon by and between the Company and the persons agreeing with them for Insurance, and generally to do and perform all other necessary matters and things connected with and proper to promote those objects.

XVI. Provided always, and be it enacted, That in all cases of Mutual Insurance, there shall not be insured more than two-thirds the value of any building, nor shall a sum be involved exceeding Five Hundred Pounds on any one risk; and no Mutual Insurance shall be effected on buildings or other property, situated in blocks or exposed parts of towns or villages; nor on any kinds of mills, carpenters' or other shops, which by reason of the trade or business followed, are rendered extra hazardous; machinery, breweries, distilleries, tanneries, or other property involved in similar or equal hazard.

266

XVII.

Directors to receive a reasonable compensa

tion for their attendance at the Board.

Penalty on officers of
Company guilty of

falsehood in matters
pertaining to their

office.

Power to Company to effect contracts against

loss by fire.

Provided, that there

be no insurance for of value of property insured and no insuextra hazardous.

more than two thirds

rance on property