Proviso. Non-election of directors not to work a dissolution of the company. Votes. Annual meetings, Quorum. of them electing in such place or places a shareholder or shareholders eligible for such an office; Provided always, 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 fifty shares, of one hundred dollars each, whereof at least ten per centum shall have been paid in, and shall have paid all calls made upon his stock and all liability actually matured and incurred by him with the company. 11. In case it should at any time happen that an election of directors of the said company should not be made on any day when, pursuant to this Act, it should have been made, the said company shall not for that cause be deemed to be dissolved, but it shall be lawful on any other day to hold and make an election in such a manner as may be regulated, directed, and appointed by the directors for the time being; and the directors in office shall so continue until a new election is made. 12. At all general meetings of the said company each shareholder shall be entitled to give one vote for every share held by him for not less than fourteen days prior to the time of voting, upon which all calls then due have been paid up; such votes may be given either in person or by proxy, the holder of any such proxy being himself a shareholder; and all questions proposed for the consideration of the shareholders shall be determined by the majority of votes, the chairman presiding at such meeting having the casting vote in case of an equality of votes. 13. At the annual meeting of the shareholders the election of directors shall be held and all business transacted without the necessity for specifying such business in the notice of such meeting; and at such meeting a general balance sheet and statement of the affairs of the company with a list of all the shareholders thereof, and all such further information as may be required by the by-laws shall be laid before the shareholders; special general meetings of shareholders may be called in such manner as may be provided for by the by-laws; and at all meetings of the shareholders the president, or in his absence the vice-president, or in the absence of both of them, a director or shareholder chosen by the shareholders shall preside, who, in case of an equality of votes, shall give the casting vote in addition to his vote as shareholder. 14. At all meetings of directors three shall be a quorum for the transaction of business; and all questions before them shall be decided by a majority of votes, and in case of an equality of votes the president, vice-president or presiding director shall give the casting vote in addition to his vote as a director. 15. The said company shall have power and authority to Powers of carry on the business of insurance on lives, to grant, purchase, company. and dispose of annuities, and to make and grant all policies therein and thereupon, and generally to do all matters and things appertaining thereto or connected therewith, in the Province of Ontario, and to cause themselves to be insured against any loss or risk they may have incurred in the course of their business, and generally to do and perform all other necessary matters and things connected with and proper to promote these objects; and all policies or contracts of insurance issued or entered into by the said company shall be signed by the president or vice-president and countersigned by the manager or secretary (or otherwise) as may be directed by the by-laws, rules, and regulations of the company, and being so signed and countersigned shall be deemed valid and binding upon the company according to the tenor and meaning thereof. payment of 16. The directors may, if they deem it expedient, accept the Power to acnote of any member of the company or assignee of any of its cept notes in policies in lieu of cash for the full amount or part of any premiums. premium; such note shall be dated and made payable at the head office of the company, and bear on its face the number of the policy against which it stands and shall be made payable at any time not exceeding three months; no greater amount shall be held in any such note or notes than one annual premium, and such note shall be a lien upon the policy and form part of its reserve fund. company to be 17. Any certificate or obligation issued by the company Certificate of agreeing to purchase one of its policies for a fixed sum during agreement to purchase by a stated period, when accompanied by the policy duly assigned or transferred, shall be negotiable and shall convey title to negotiable. the policy to the party to whom it may be so assigned or transferred; and any policy taken out in favour of a wife, Certain polichild, relative, or other person having a beneficial interest in cies exempt the life of the insured shall not be liable to seizure by the from seizure. creditors of the person so insured. estate. 18. The company shall have power to acquire and hold Power to asreal estate, not exceeding an annual value of five thousand quire real dollars, for the purpose of its business within the Province of Ontario, and to sell and dispose of the same and acquire other property in its place as may be deemed expedient; and to take, hold, and acquire all such lands and tenements real, or immovable estate, 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, or purchased for the purpose of avoiding a loss to the company in respect thereof or of the owners thereof; and to retain the same for a period not exceeding ten years; and the Directors empowered to make by-laws, rules, etc. Head office. Company not the company may invest its funds or any part thereof in the public securities of the Dominion of Canada or any of the Provinces thereof, or in the stocks of any chartered banks or building societies, or in the bonds or debentures of any incorporated city, town or municipality, authorized to issue bonds or debentures, or in mortgages on real estate or in such other securities and in such manner as the directors may elect; and may from time to time vary or sell the said securities or mortgage or pledge the same from time to time as occasion may require; the company shall have power to borrow money on the security of its debentures to an amount not exceeding one half of the amount of its paid up capital stock, and ten per centum of the amount of its reserve or assets requisite for the reinsurance of the company's outstanding risks; and the legal standard for computing such reserve or reinsurance fund shall be the same mortality tables used and the same rate of interest assumed in the computation of the company's rates of premiums for insurance. 19. The directors shall have full power and authority to make, and from time to time to alter by-laws, rules, regulations and ordinances as shall appear to them proper and needful, touching the well ordering of the company, the management and disposition of stock, property, estates, and effects; the calling of special general meetings; the regulation of the meetings of the board of directors; the increasing or decreasing of the number of directors; the increasing of the capital stock; the appointment of a manager or secretary, or other necessary officer, and of local boards, to facilitate the details of business, and the definition of the duties and powers of such local boards; the making of calls upon the subscribed capital; the issue and allotment of shares; the appointment and removal of officers and agents of the company; the regulation of their powers and duties, and the remuneration to be paid to them; the regulation of the transfer of stock and the form thereof; the compensation of directors, and the establishment and regulation of agencies; the determining of rates, rules and conditions under which the company's policies shall be issued, transferred or repurchased. 20. The chief place of business of the company shall be in the City of Hamilton or elsewhere in the Province of Ontario as the directors may determine. 21. The company shall not be bound to see to the execu tion of any trust whether express, implied or constructive in respect of any share; and the receipt of any stockholder, his attorney or agent in whose name the same may stand in the books of the company shall be a valid and binding discharge to the company for any dividend or money payable in respect of such share, and whether or not notice of such trust has been given to the company, and the company shall not be bound to to see to the application of the money paid upon such receipt. titled to vote. 22. Every executor, administrator, tutor, curator, guardian, Trustees enor trustee, shall represent the stock in his hands at all meetings of the company, and may vote accordingly as a shareholder. 23. The directors of the company at a meeting held for Dividends. such specified purpose may declare such annual or semi-annual dividends upon the capital stock as they shall deem justified by its business; Provided always that no part of its Proviso. capital be appropriated to such dividends, and also that a reserve or reinsurance fund sufficient to reinsure the company's outstanding risks, valued by the standard herein before mentioned shall be maintained; the directors may also, by resolution, order that the holders of policies or other instruments shall be paid such proportion of the actual realized profits in such portions, at such times and in such manner as the said directors may think proper, and may enter into obligations so to do either by endorsement on the policies or otherwise; Provided always that the holders of the policies or other in- Proviso. struments so participating in the profits shall not be in anywise answerable or responsible for the debts of the said company. dends if such tal. 24. If the directors of the company declare and pay any Penalty for dividend when the company is insolvent or any dividend the paying divipayment of which renders the company insolvent or dimin- payment ishes the capital stock thereof, the directors declaring such impairs capidividend shall be jointly and severally liable as well to the company as to the individual shareholders and creditors thereof for the amount of the dividend or dividends so paid; but if any director present when such dividend is declared do forthwith, or if any director then absent, do within twentyfour hours after he shall have become aware thereof and able to do so, enter in the minutes of the board of directors his How director may avoid protest against the same, and do within eight days thereafter liability. publish such protest in, at least, one newspaper, published at, or as near as may be possible to, the head office of the company, such director may thereby, and not otherwise, exonerate himself from such liability. as to life in 25. The said company shall be subject to all general laws General laws which have been, or may hereafter be, enacted by the Legis- surance to ap. lature of the Province of Ontario in reference to companies ply to comcarrying on the business of life insurance, and especially to the pany. provisions of "The Ontario Insurance Act," being chapter one hundred and sixty of the Revised Statutes of Ontario. CHAPTER Preamble. Stock. Shares. CHAPTER 85. An Act to extend the powers of the Hand in Hand [Assented to 11th March, 1879.] HEREAS the Hand in Hand Mutual Fire Insurance Company has, by petition, prayed to be authorized to raise a share capital and to transact a cash premium business as well as a mutual business; and whereas it is expedient to grant the prayer of the said petition; Therefore Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: 1. The Hand in Hand Mutual Fire Insurance Company may raise a share or stock capital of not less than one hundred thousand dollars, and may increase the same from time to time to a sum not exceeding five hundred thousand dollars. 2. The said capital shall consist of shares of one hundred dollars each, and shall be allotted ratably to such persons as may subscribe therefor, in the manner prescribed by the board of directors. Liability of 3. Every subscriber shall, upon allotment of one or more Shareholders. shares to him, become a member or corporator of the said company, with all incidental rights, privileges and liabilities; and shall be liable to pay the amount of such shares to the company, in such proportions, and at such times as may from time to time be fixed by the board of directors; and at all meetings of the company each shareholder shall be entitled to one vote for each share held by him on which all calls shall have been paid; provided that no shareholder shall be liable for the debts, engagements, or liabilities of the company or otherwise howsoever, beyond the amount of his said shares or any balance unpaid thereof. Proviso. Transfer of shares. Company to ave a lien. 4. The said shares shall be personal estate and shall be transferable, but no transfer shall be valid unless made on the books of the said company; and, until fully paid up no share shall be transferable without the consent of the board of directors, nor shall any transfer be valid while any call previously made remains unpaid; and the company shall have a lien on the shares of any shareholder for unpaid calls or other debts due by him to the company, and for any obligation held by the company against him, and after such call, debt, or obligation becomes due, the company may, upon one month's notice to the shareholder, his executois, or administrators, |