izing such increase has first been submitted to and confirmed by a majority in number and amount of the shareholders at an annual general meeting of the Company, or at a special meeting of the shareholders duly called for that purpose. 4. The persons whose names are set forth in the first sec- Provisional tion hereof shall be provisional directors of the Company,-and directors and their powers. five of them shall be a quorum for the transaction of business; and they may forthwith open stock books, procure subscriptions of stock for the undertaking, make calls on stock subscribed, receive payments thereon, deposit in any chartered bank in Canada all moneys received by them on account of stock subscribed, or otherwise received by them on account of the Company, and withdraw the same for the purposes only of the Company, and may do generally what is necessary to organize the Company. of sharehold ers. 5. So soon as two hundred and fifty thousand dollars of the First meeting capital stock of the Company has been subscribed and twentyfive per cent of that amount paid into some chartered bank in Canada, the provisional directors shall call a meeting of the shareholders of the Company at some place to be named in the city of Winnipeg, in the Province of Manitoba,—at which gen- Election of eral meeting the shareholders present in person or represented by proxy, who have paid not less than ten per cent on the amount of shares subscribed for by them, shall elect a board of directors: directors. 2. No person shall be a director, unless he holds in his own Qualification name and for his own use at least twenty shares of the capital of directors. stock of the Company, and has paid all calls due thereon and all liabilities incurred by him to the Company. 6. The shares of the capital stock subscribed for shall be Calls of stock. paid by such instalments and at such times and places as the directors appoint; the first instalment shall not exceed twentyfive per cent, and no subsequent instalment shall exceed ten per cent, and not less than thirty days' notice thereof shall be given Provided, that the Company shall not commence the Commencebusiness of insurance until sixty-two thousand five hundred ment of busidollars of capital stock have been paid in cash into the funds of the Company to be appropriated only for the purposes of the Company under this Act: Provided, further, that the Ten per cent amount so paid in by any shareholder shall not be less than ten at least to be paid. per cent upon the amount subscribed by such shareholder. ness. rectors. 7. The affairs of the Company shall be managed by a board Board of diof not less than seven nor more than fifteen directors,-of whom five shall be a quorum. 8. A general meeting of the Company shall be called once Annual general meeting. in each year after the organization of the Company and com Offices. funds. mencement of business at its head office; and at such meeting a statement of the affairs of the Company shall be submitted. 9. The head office of the Company shall be in the city of Winnipeg, in the Province of Manitoba; but branches, subboards or agencies may be established either within Canada or elsewhere in such manner as the directors from time to time appoint. Investment of 10. The Company may invest its funds in the debentures, bonds, stock or other securities of Canada or of any province thereof or on the security thereof,—or in or on the securities of any municipal corporation of Canada, or on the security of the stock or debentures of any building society, loan or investment. company incorporated in Canada,-or on the security of real estate or mortgage security thereon,-or on the security of leaseholds for a term or terms of years, or other estate or interest in real property or mortgage security thereon in any province of Canada,―or on the security of the Company's policies to an amount not exceeding the surrender value of the same,-and may change and re-invest the same as occasion from time to time. requires, and take, receive and hold all or any such securities in the corporate name of the Company, or in the name of trustees for the Company, appointed by the directors, whether for funds invested by being advanced or paid in the purchase of such securities as aforesaid,-such loans to be on such terms and conditions, in such manner, at such times, for such sums, and in such sums of repayment, whether of principal or interest, or principal and interest together, and at such interest and return as the board of directors, from time to time, determine and direct, and whether they are taken absolutely or conditionally or whether such securities are taken in satisfaction of debts due to the Company, or judgments recovered against any person in its behalf, or in security for the payment of the same or any part thereof. Terms and conditions of loans. Investment in 11. The Company may invest or deposit such portion of its foreign securi- funds in foreign securities as is necessary for the maintenance. of any foreign branch. ties. Powers as to real estate. Sale of proper ty acquired under mortgage. Limitation as to value of real estate. 12. The Company may hold such real estate as is bonâ fide mortgaged to it by way of security or conveyed to it in satisfaction of debts or of judgments recovered: Provided always, that all real estate so mortgaged or conveyed in security as aforesaid and acquired by the Company shall be sold and disposed of within seven years from the time of its becoming the absolute property of the Company; otherwise it shall revert to the previous owner or to his heirs or assigns. 13. The Company may also acquire, hold, alienate, convey and mortgage any real estate required in part or wholly for the use and accommodation of the Company, but the annual value thereof in any province of Canada shall not exceed five thousand dollars, except in the Province of Manitoba, where it shall not exceed ten thousand dollars. 14. This Act and the Company hereby incorporated and the R.S.C., c. 124 exercise of the powers hereby conferred shall be subject to the to apply. provisions of The Insurance Act. cept sections 15. Notwithstanding anything contained therein or in any R.S.C., c. 118 other Act, The Companies Clauses Act, except sections eighteen to apply, exand thirty-nine thereof, shall extend and apply to the Company 18 and 39. hereby incorporated and shall be incorporated with and form part of this Act in so far as it is not inconsistent with any of the provisions hereinbefore contained. OTTAWA: Printed by BROWN CHAMBERLIN, Law Printer to the Queen's Most Preamble. 19-20 V., c. 124, and 27-28 V., c. 98 V., c. 55, amended. 54-55 VICTORIA. CHAP. 116. An Act respecting the Citizens' Insurance Company of Canada. [Assented to 31st July, 1891.] WHEREAS the Citizens' Insurance Company of Canada has, by its petition, represented that it has abandoned the business of life insurance, and has re-insured and provided for all risks taken in the said business to the satisfaction of the Superintendent of Insurance, and that it has not entered upon the business of marine insurance; and that, therefore, it is unnecessary to maintain so large a subscribed capital as at present; and has prayed that the nominal amount of its subscribed stock be reduced; and that the provisions of its charter authorizing life insurance and marine insurance, and establishing a special fund for the security of its life policies be repealed; and it is expedient that the prayer of the said petition be granted upon the conditions in this Act contained: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: 1. The provisions of the Act of the former Province of Canada passed in the Session held in the nineteenth and (Can.), and 39 twentieth years of Her Majesty's reign, chapter one hundred and twenty-four, and of the Act of the same legislature passed in the twenty-seventh and twenty-eighth years of Her Majesty's reign, chaptered ninety-eight, authorizing the Company to effect contracts of assurance in respect of marine risks, and contracts of assurance on any life or lives; and also the provisions of the Act thirty-ninth Victoria, chapter fifty-five, constituting a separate fund available only to the holders of life policies in the Company, are hereby repealed. Reduction of value of shares. 2. The shareholders of the Company present or represented by proxy at a special general meeting thereof called for the purpose may, by a vote of the majority in value of such shareholders, reduce the paid and unpaid portions of the nominal amount of the subscribed shares of the Company to such several sums of money respectively as they deem fit; provided always Proviso. that the aggregate amount of such shares shall not be less than four hundred thousand dollars; and provided also that at Proviso. least one-half of the amount of the said shares be bonâ fide paid up and unimpaired and represented by assets of equivalent value. And in effecting the said reduction and adjustment of Issue of addicapital, the Company may issue additional shares of the reduced value, requiring payment on account thereof, of a proportion thereof corresponding to the proportion paid up on the existing shares when so reduced; but the aggregate of the Limitation of subscribed capital of the Company shall not exceed the limits capital. fixed by its charter. tional shares. ditions as to 3. Until all the policies granted by the Company have Further conexpired or have been exchanged for policies based on the said reduction of reduced capital, the action of the shareholders with regard to capital. the said reduction of capital shall remain suspended so far as the unpaid portion only of the said capital is concerned; but so soon as all such policies have expired, or have been so exchanged as aforesaid, and the said amount of capital has been paid up, the whole of the capital stock of the Company shall be reduced, to all intents and purposes whatever, to the extent so agreed upon and determined by the shareholders. OTTAWA Printed by BROWN CHAMBERLIN, Law Printer to the Queen's Most |