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'4*-' V, ■:'■'' mmm S,.,.^^!^^'^ c'-ioy^ A ■' ^rS^rj-^- : ACT OF INCORPORATION f^S i^/n' AND BYE-LAW^S . / ■ , ■ - - -?, . < ^f ^^ «;.;.'',..<" I 'V"' •>■■:'": "■-■' '-. I I -^^■■l I ::vB^J V^ "' V"^ OF THE DOMINION SAFETY FUND LIFE ASSOCIATION. INCORPORATED 25TH MARCH, 1881. SAINT JOHN, N. B. PRINTED AT THE DAILY TELEOBAPH STEAM JOB BOOHS. 1881. ;.>>-,-; iif.'ij '."^ i '« AN ACT TO INCORPORATE THE DOMINION SAFETY FUND LIFE ASSOCIATION. Furpoaes. Be it enacted by the Limtenant Governor, LegUlative Council, mul Aasembfi/, a8 follows: 1. James deWofle Spvkh, Jas. T. Hteeves, M. D., Thos. Temple, iKco»POK.«a8. Foster MacParlane, M. D., W. H. Thorne, Chas. N. Skinner, Ohas. J?. Clinch, and such other persons as may hereafter become shareholders in the Association hereinafter named, their associates, successors and assigns, shall be and hereby are constituted and declared to be a body ix»litic and corporate by and under the name of "The Dominion Safety Fund Life Association," and as such, shall be and hereby are legally authorized to conduct the business of providing the protection of life insurance for the benefit of those who may become certificate members i« hereinafter provided of such Association, and their benificiaries iipon a plan known and approved as the Safetv Fund and Equitable Assessment System of Protection, and shall have perpetual succession a corporate seal, and all other the powers and privileges incident to a Corporation m the Province of New Brunswick. 2. The capital stock of the said Association shall be one hundred and -p.«u. twenty thousand dollars, consisting of twelve hundred shares of one 1200 «harea, «ioo hundred dollars each, and such shares shall be vested in the several per- **""' sons who shall subscribe for the same. 3. In addition to the said shareholders there shall be admitted to Certiflcate mem- membership in the said Association, as "Certificate Members," such per- '^"" sons as shall from time to time apply for admission and be accepted and certified as such members, and shall also have paid their stipulated contributions as hereinafter provided towards the creation of the safetv fund. '' 4. For the purpose of organizing the said Association Jas. deWolfe Provisional Spuhr, Jas. T. Steeves, M. D., Tiios. Temple, W. H. Thorne, Foster ""■'"*""■ MacFarlane, M. D., Cha8. N. Skinner, Chas. F. Clinch, shaU be Capital. ACT OK INCOHPOUATION'. 8tovk noiik and 8iilm(:ri))ti<>ii for sharuH, wlioru tu be opoiiLd. Powew of Provisional Direutore. Buainegg to 1>e managed by u Board of seven Directors. Qualification. Directors to bo elected amiually 1st Wednesday in February. Provision for the catling of Doneral ineetuig to elect Directors before the annual meeting. Time for holding: annual general meeting may be changed. The manner of proposing and electing Directors. provisional chroctors thereof, and they, or a majority of them, may cause a stock book or stock books to be opened, in which shall be recorded the subscriptions of such persons as may become shareholders in the sai«l Association ; and that such book or books shall be oi>ened in the City of Saint John and elsewhere at the; discretion of the said provisional director, and shall remain open so long as they may deem it necessary ; and that the saitl provisional directors are hereby authorized to manage and conduct the business and atFaira of such Association until their suc- cessors are elected an hereinafter provided. 5. The stock, property, business and concerns of the said Association shall be managed and conducted by a board of seven directors, who shall be chosen and elected in manner as hereinafter provided ; but no person shall be eligible as a director unless he shall either hold in his own name and to his own use at least ten shares of the said capital stock of the said Association, or be a certificate member holding a certificate for one thousand dollars or more, and in either case, shall hare ])aid all calls, contributions, assessments and dues for which he may at any time pre- vious have become liable and indebted to the said Association. 6. The directors shall be elected annually on the first Wednesday in February in every yeai" at a general meeting of the shareholders and certificate members, to be known as the annual general meeting, to be held on that day at the City of Saint John in the manner hereinafter provided ; but when and so soon after the passing of this Act as sixty thousand dollars of the capital stock shall have been subscribed for as aforesaid, and not less than fifty per per cent, thei-eof paid in, the said pro- visional directoi-s may call a general meeting of shareholders and certifi- cate members, at some place to be named by them, in the said City of Saint John, by giving at least fourteen days notice of such meeting in one or more newspapers published in the said City of Saint John ; and such shareholders and certificate membere shall proceed to elect the num- ber of directors above mentioned ii; the same manner for the remainder of the year which shall elapse between the day of holding such election and the day of holding the first annual general meeting of the Asso- ciation. Nothing in this Act shall be construed to prevent the said Association from altering, at any general meeting thei-eof, the day for holding the annual general meeting. 7. The election of directors shall be held in the manner following, that is to say, the shareholders present entitled to vote shall as a separate body proceed to elect three directors from among the shareholders eligible, and the certificate members present shall also separately proceed to elect from the whole number of certificate members eligible three directors, and the said shareholders and certificate members present then combining ACT OF INCORPORATION. aa ono )»ocly, shall noniinato oiks or moro poraons oligi})le in oither class to soive H8 diroctors and oloct one of those so nominated so as to niako a l)6ard of seven directors as above provid»d ; all such elections shall bo by nomination and ballot and be determined by a majority of the votes cast. 8. The directors so elected at either such special or the annual general meeting of the Association, shall continue in office until the next an- nual general meeting, or until others are duly elected in their stead ; they shall elect one of their members President and one Vice-President of the Association. Should any vacancy occur in the board of directors or officei-s of the said Association during the time for which they or any of them may have been elected or appointed, owing to the death, resig- nation, removal from the Province, or disqualification of any of them, such vacancy may be tilled for the remainder of the year by the remain- ing directors or a majority thereof, provided only, any such vacancy shall be tilled by a member ot the class in which the vacancy occurred. y. The only persons entitled to be present and to vote or vote by proxy at any meeting of the Association, shall be shareholders and cer- titicate members who shall have paid all calls, contributions, assessments or moneys then due by them. At all meetings of the Association each shareholder and certificate member shall be entitled to vote in the man- ner following, that is to say, each shareholder shall have one vote for every share held by him for a period of not less than fourteen days pre- vious to the time of voting thereon, and each certificate member shall have one vote for each certificate registered in his name ; such votes niay be given either in person or by proxy, the holder of the proxy being himself either a shareholder or cei-titicate member, and having deposited his pro.vy with the Secretary of the Association at least fourteen days prior to the day on which it shall be used, tlie cojiditions upon which the right to vote by proxy may be claimed shall be the same as if the voter were personally present. All questions proposed for the consideration of the shareholders and certificate members shall be determined by the majority of votes cast, and the chairman presiding at any meeting shall be entitled to vote as fully as if he were not such chairman. In case of an equality of votes given, the chairman shall also have the cast- ing vote. 10. All shares of the capital stock subscribed for shall, until at least fifty per cent, of the amount so subscribed shall have been paid up, be subject to such calls for payment to be made, either on subscribing or after subscribing, or partly before and partly after subscribing, by one or more instalments, and at such times and places as the directors, whether provisional or other, shall appoint. After fifty per cent, of the Dirootors t<> contimio in ottico until utliu'g aro elected in their steaii. President and Vice-President elected by Board of Directorg. Vaeaiicicg to be Hllod l)y Direotora. Who entitled to vote. Manner uf voting Proxies to be deposited with the Secretary 14 days prior to meeting. 'Questions detennlned by [.majority of votes. Shares subject to calls, and manner of making calls. 6 ACT or INCORPOHATION. Special provision fur a Ifuaruiitoe fund iii<(l when no luiigor required how to di<|K>«o of It. Nefflect to pay calls impliea a forfeiti.ro of BharcB. amount HubsciiJKjd shall have l)een thus called and paid up, no one call or hiHtalnunt shall exceed ton i)er cent, and not less than one month's notice shall l,o gi\«n either by personal service or in a public newspaper pul)lihhed in 8aint John aforesaid, of any call or instalment required to be paid upon such subscribed stock ; in case of the decease of any sub- scriber, his executors or administrators and estate shall bo liable for the payment of any call. 11. When and so soon as it shall appear to the directors, provisional or other, to be necessary or desirable, and they shall decide to apply to the Minister of Finance; for the Dominion of Canada for a license to transact the business of the Association, hereby incorporati^d under cer- tain provisions of "The (^usolidated Insuiaiu^e Act of 1877," of the Dominion of Canada, whereby it shall become necessary to deposit with the Receiver General of the said Dominion any stated amount of public or other securities for the purpose of meeting the requirements of the said Act, the said directors shall be and they are hereby authorized to make a special assessment and call upon each of the several shareholders as shall consent to bo so assessed, and to pay such a sum per share, as will procure the required amount of said securities, and to accept in payment from the several shareholders so assessed such public or other approved .■securities as they may agree upon for the amount so required in lieu of money for the i)urpose aforesaid ; provided ahmyn, that the securities so to be deposited shall, when so deposited, be deemed to be and shall theie- after become and be treated as a loan to the Association, to be charged against the safety fund of the said association, out of which fund it shall be the duty of the said directors, so soon and as often as any payments towards the said safety fund shall be received by them, to invest such receipts in similar or other securities of equal value with which to return and pay back to the said several shareholders the amount of their respec- tive loans as aforesaid ; and it shall be imperative upon the said directors thus to pay off the said loan by instalments or in one sum, as they may be able or determine so to do, and that the interest accruing upon each and all the securities so loaned shall, as it accnies, be paid to the respec- tive shareholders who shall have severally loaned the same, until the said loan shall have been ])aid off as aforesaid. When the said loan shall have been paid off as aforesaid, the securities deposited with the Receiver General as aforesaid shall be deemed to be and thereafter shall be con- tinued as a deposit made for and on account of the Dominion Safety Fund. ^ i2. If any shareholder shall neglect or refuse to pay any call or instal- ment lawfully due by him, the directors may cause the share or shares upon which the same may be due, together with any other shares held I ■ '--Jtfc^fcrBftirl- «jtv:i 10 one call 10 inonth'H lowHpapor equired to ' any sub- Jo for the rovisional ) apply to license to mder cer- '," of the )osit with of public its of tho lorized to rehokkus I'e, as will payment approved in lien of urities so all thoie- ! charged d it shall mynients vest such to retui'n ir respec- directors hey may pon each e I'espec- intil the )an shall Receiver be con- i Safety ir instal- ir shares res held ACT OF tXCOnPORATION. by the same person, and all amounts previously paid thereon, t.) be for- feited in such manner a« may lu>reatter Ih) provided by the by-laws of the said Association. Any share so forfeited may be sold by the directors at public sale after such notic, as they or such by-laws may .lirect ; and the moneys arising fro.n any such sale shall be applied by the directors to the puri)oses of th<^ said Association ; provided always, that if such moneys sliall exceed nil arrears due and interest togethei- with the expenses of sale, the surplus shall bo paid to the owner of the forfeited share or shares or his legal representatives upon denmnfl ; and provided also, that no more shares sluill Ijo sold than may be deemed necessary to pay such arrears, interest and expenses. If payment of such arreai-s of calls, interest and expenses Iw made before any share or shares so for- feited shall have been sold, such share or shares shall revert to and bo vested again in the owjier as if such forfeiture had not taken place. 13. In all actions or suits for tho recovery of such calls or instalments due and unpaid, it shall be sufficient for the .said Association to allege that the defendant, being the owner of a share or shares therein, i,. in- debted to the Association in such sun. of money as shall be so due and unpaid for sucli and so many share or shares, whereby a right of action hath accrued to the .said Association under and by virtue of this Act, and on the trial of any such action or suit, it shall not be necessary to prove the appointment of the directoi-s who made any such call, or any nuitter or thing, other than such as are before mentioned. A copy Jf any by-law, rule or regulation, or of any minute or entry in any book or books of the said As.sociation, certiHed by the President oi- Secretary of the Association, under the corporate seal thereof, to be a true copy of such by-law, rule, regulation, minute or entry, shall be received in all Courts and proceedings as prhnrf fade evidence thereof, without further proof thereof, of the said seal or the signature or official character of officer signing the same. 14. At all meetings of the directors three shall form a quorum for the transaction of business, of whom the president or vice-president shall be one; and at all such meetings the president or vice-president acting as cliairman, sliall be entitled to give tho casting vote only. -, 15. At the annual general meeting of the Association, 1)e8ides the election of directors, any business of the Association may be transacted, and at each such meeting a general balance sheet or statement of the affiiirs of the Association, with a list of all shareholders, and the registers of the certificate members, and all such further infonnation as shall or may be required by the by-laws shall be laid before the meeting. And at such annual or any general meeting of the Association, the stockholders by a majority of the votes which may be given at such meeting, may Forfeited Nimreii may lie mhl, how til iipply th« prrK'eoilN, If payment of arreiirs, kv., lio niiiilu prior to mile, BJmrus to ravert to owners. It) actloiitior euits, wliat may 1)0 iillcKetl anil what lut iicccHgary to prove, Evidence from l)y-laws, minutuR, &c., under seal to bo received in all Courts, &c. of Di luorum irectors. Chairman to give a casting vote. As to proceeding at annual general meeting. -^ 8 ACT OF INCORPORATION decide and order whether any, and if any, what remuneration slmll bi> allowed to the president, vice-president and directors, or any oi the'a), from time to time, as may be deemed expedient. special 16. Special general meetings of the Association may be called and ^^mSy beTaUea!'' held from time to time, as required, and in such manner as may be pro- vided by the by-laws; and at all meetings of the Association the presi- Prcsun..^ omcer dent or vice-president, or in the absence of both, a director chosen by ,„aysive%astinfr ^^^ ,i,eeting shall prcsido, who, in case of an eriuHxity ot votes on any division, shall have iK)wer to give the casting vote only. Provided only that a fourth part in value of the shareholders may at any time call or cause to be called, a special meeting of the Association, to consider all matters mentioned in the notice for such meeting. General powers 17. The directors siiall have the full i^ower and authority of making u^^.s. all by-laws, rules, regulations and ordinances, and of amending, altering ., ,:p,tvai ..t and repealing the same as thev may deem expedient; for the nuuiage- generai meeting. ^^^^^ ^^^^^ disposition of its stock, property, business, estate and eilects; the calUng of meetings general or special, the regulation of the meetings and i.roceedings of the directors; the administration of the affairs of the Association and the making or causing to bo made for the Association any -ont-aet or contracts into which it may legally enter; the regulation of the allotment and tmnsfer of stock; the making of calls thereon; the declaration and payment of dividends; the appointment and removal ot all agents, officers and servants of the Association and the appointment aj^.d regulation of their functions and duties, and the security to be given by them and their remuneration; and the place at which the annual or other meetings of the Association shall be held. Provided only, that no by-law, rule, regulation or ordinance, nor any amendment or repeal of any by-law, rule, regulation or ordinance, made by the directors shall continue or be in force or of effect, beyond the next annual general meetin^? after the adoption or passing thereof, unless confirmed by buch annual general meeting. . , „ , • i 18 No transfer of any share of the said Association shall be valid until entered on the ..ooks of the said Assocation, according to such form as iii^y from time to time be prescribed by the by-laws; and until the wjiole of the capital stock of the said Association is paid up, it shall be ner-ssary to obtain the consent of the directors to such transfer being made, provided always that no shareholder indebted to the Association, shall be permitted to make a transfer or receive a dividend until such debt is paid or secured to the satisfaction of the directors: and no transfer of stock shall at any time be made until all calls thereon have been paid in. Provision ,vs to transfer ot shares. I M * Hi -^ hhall bp of theiii, lUed and ly be pro- tho presi- liosen by ?s on any ideil only nr call or nsider all )f making y, altering 3 r.ianage- nd eft'ects ; B meetings aii's of the iissociation regulation ereon; the removal of )pointment to be given annual or only, that t or repeal le directors .ual general ed by buch ill be valid ns to 8uch ; and until up, it shall insfer being A.ssociation, I until such ars; and no liereon have I ACT OF INCORPORATION. 19. In the event of tlie property and asssets of the said Association being insufficient to liquidate its debts, liabilities and engagements, the shareholders shall be liable for the deficiency; but to no greater extent than the amount of the balance remaining unpaid upon thtnr respective shares in the capital stock ; and any shareholder transferring his stock shall, notwithstanding such transfer, continue liable to the extent men- tioned in this section, for all debts, ]ia))ilities and engagements of the Association made and incurred before such transfer; provided that pro. ceedings for such liabilities are commenced within six months thereafter; notwith.'-tanding such liability the transferee of such stock shall also be and continue liable as a shareholder as above mentioned, but the whole liability of both transferer and transferee shall not exceed the amount of the balance remaining unpaid as aforesaid. 20. The shareholders of the Association shall not as such be held responsible for any act, default or liability whatsoever of the Association, or for any eiigagement, claim, payment, loss, injuiy, transaction, matter or thing whatsoever, beyond the amount unpaid on their respective shares in the capital stock thereof, subject to the provisions of the next proceed- ing section. 21. No person holding stock in the Association as executor, adminis- trator, tutor, o-urator, guardian, or trustee, shall be personally subject to liability as a sliareholdei-, but the estates and funds in the hands of such person shall 'oe liable in like manner and to the same extent as the testator, or intestate, or the minor, ward, or interdicted person, or the ])"rson interested in such trust fund, would be if living and competent to act and holding such stock in his own name ; and no peraon holding such stock as collateral security shall be personally subject to such liability, but the person pledging such stock shall be considered as hold- ing the same, and shall be liable as a shareholder accordingly, 22. Every such executor, administrator, curator, guardian or trustee shall represent the stock in his hards at all meetings of the Association, and may vote accordingly as a shareholder. 23. The Association shall not be bound to see to the execution of any trust, whether express, implied or constructive, in respect of any share, and the receipt of the shareholder, in whose name the same may stand in the books of tlie Association, shall Ije a valid and binding discharge to the Association, for any dividend or money, i)ayable in res})ect of such share, and whether or not notice of such trust has been given to the Association, and the Association shall not be bound to see to the appli- cation of the money paid upon such receipt. 24. Every director of the Association and his heirs, executors and a(...iiinistrators, and estate and effects respectively may, with the consent 9 Liability of shareholders Limitation of liability of shareholders. Executors, &c., and tnistecs not liable, but funds in their hands liable. Lilbility defined Executors, &c., may vote. Association not bound to see to trusts. Directors may be indemniflet! out of funds of association. 10 ACT OP INCORPORATION. Proceedings requiring authentication need not be under seal. How notices may be served and and what proof of service is required. The purpose and object of tlie nsHOuiation. Power of Directors to make contracts and the nature of the same. of the Association, given at any general meeting thereof, from time to time, and at all times be indemnified and saved harmless out of the funds of the Association, from and against all costs, charges and expen- ses whatsoever, which he shall or may sustain or incur iu or about any action, suit or proceeding which shall be brought, commenced or prose- cuted against him, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office; and also from and against all other costs, charges and expenses which he shall sustain or incur in or about or in relation to the afiaii-s thereof, except such costs, charges or expenses as shall be occasioned by his own wilful neglect or default. 2.5. Any summons, notice, order or proceeding requiring authentica- tion by the Association, may be signed by any director, manager or other authorized officer of the Association, and need not be under the common seal of the Association, and the same may be in writing, or in print, or partly in writing and partly in print. 26. Notices requiring to be served by the Association upon the mem- bers, may be served either personally or by sending them through the post in registered letters, addressed to the members at their places of abode, as appearing on the books of the Association. A notice or other document served by post by the Association on a member, shall be taken as served at the time when the registered letter containiiig it would be delivered in the ordinary course of post; to prove the fact and time of service it shall be sufficient to prove that such letter was properly ad- dressed and registered, and was put into the Post Office, and the time when it was put in, and the time requisite for its delivery in the ordi- nary course of post. 27. The purpose and object of the said Association shall be to consti- tute the shareholders therein agents and trustees, to alFord facilities, ways and means for establishing the business aforesaid upon the plan in Act set forth, for the mutual benefit of the shareholders and of the cer- tificate members, so that under and by virtue of this Act and of the termp and conditions of the certificates and agreements to be issued by the Association, and entered into by such members, the certificate mem- bers shall on the one hand pay into the Association certain stipulated admission fees, contributions, yearly dues and mortuary assessments, and on the other hand receive from the Association the benefit of the per- formance of the duties of managing and conducting the said business and of the security afforded thereby. 28. The directors on behalf of the Association shall have full power and authority to make and enter into such stipulations, contracts and agreements as may be deemed necessary respecting the terms and con- m tn time to out of the md expen- fibout any I oi' pi'ose- ■ or thing execution ;her costs, Liout or in xpenses as .uthentica- anagev or under the ting, or in I the mem- rough the L- places of ce or other II be taken t would l>e nd time of roperly ad- d the time n the ordi- p to coiisti- l facilities, the plan in of the cer- and of the 3 issued l>y ticato mem- stipulated iments, and of the per- id Imsiness full power itvacts and ns and con- ACT OP INCORPORATION. difcions upon which certificate members may be admitted to and may contmue to enjoy the privileges of membership in the Association, and hereui more particularly as follows : (a) For the payment of fees, which shall go towards the compen- sation of agents and medical examiners. (b) For the payment of yearly dues, to be applied in the first place to the paying of salaries and oftice, and other contingent expenses, and the surplus, if any from this source, to be distributed among the share- holders as a dividend or commission for managing the business of the Association. (c) For the payments required to be made for the creation of the safety fund, the due investment of the fund and its application for the security and benefit of the certificate members. (d) For the payment of such mortuary assessments as from time to tune it may be necessary to make, and the due application of the pro- ceeds of such assessment ; and further, (e) That certificate members shall be divided into classes, that is to say, those who having become members and have paid their contributions to the safety fund during any one year, to be styled the class of that year, and so on year by year, and that tlie continuing members of the class of each year shall, after five years, alone participate in the benefits derivable from that portion of the safety fund which was contributed by the :uembers of that class. (/) That after five yeara membership the accumulated and accumu- lating interest on that portion of the safety fund contributed by any one class shall be apportioned and distributed to each member of such class m proportion and according to the scale of his rates of assessment and applied to the reduction of asses,sments in that class, with the object that as each member's rate increases according to age the amount of his assessments may be reduced by such distribution, so that in proportion as the membership of any one class is lessened by death and lapse, so will the dividends to continuing members of that class be increased until their respective incomes from such dividends equal the sum of their respective dues and assessments, and that any excess from this source, that is to say, the accumulated and accumulating interest as aforesaid thereafter, may be apportioned and distributed to the then existing mem- bers in the said class in the form of annuities or added as an accumula tion to that portion of the safety fund belonging to that class, to be dealt with as hereinafter stated as the directors shall elect : (g) That when the number of certificates in force in a class has been reduced, so that the aggregate value thereof does not exceed the sum of the portion of the safety fur.d contributed by that class, the several exist- 11 i 12 ACT OP INCORPORATION. ing members or their beneficiaries, as tlie case may be, shall be entitled to be ],aid the full face value thereof on surrender; pi-ovided, hoivever, that before any sucli class division of this portion of the safety fund shall take place, the aggregate amount in the whole fund shall exceed three hundred thousand dollai-s (being the sum hereinafter stated to be required), to be maintained as the completed fund by the sum of the full face value of the certificates so entitled to be surrendered, and that the then existing members may have the benefit of retiring under what would be equivalent to payment of a matured endowment policy. (h) That so soon an the safety fund shall have accumulated to three hundred thousand dollars, it shall be deemed and called the completed safety fund, and maintained as such ; any excess in or additions to the said fund to l>e subject to apportionment and distribution to certificate members as hereinbefore stated ; und also, when and after the said fund shall have been completed, if at any time and so often as from time to time It shall appear that an assessment or assessments duly made and collected, do not produce a sufficient sum to pay the full amount of any matured claim or claims in respect to and for which said assessment or assessments shall have been made, then the deficiency shall be provided for by a payment of the required sum from the said completed safety fund. '^ i3?irlS l^" ^^"^ '*''^ Association shall have power to buy, acquire, hold, sell, what 'way make exchange, convey, lease or mortgage real or other property and estate for .nvo^tmonts. the purposes of the Association; and to invest available funds or moneys of the Association as may be deemed expedient by the directors in government, municipal or other good debentures or in securities by way of mortgage on real estate ; but no loan or advance of any part of the funds of the Association shall be made to any shareholder on any secunty whatever. 11 be (mtitlod ded, Jioivever, i safety fund shall exceed stated to be m of the full and that the under what olicy. ited to three le completed itions to the ;o certificate he said fmid 'rom time to y made and ount of any isessment or be provided leted safety :!, hold, sell, I estate, for i or moneys lirectors in ties by way part of the ny security BYE-LAWS [Passed 2ndJune, 1881.] MBBTINQS OF THE ASSOCIATION. V\flyT^^} ^''u ''S^'" •"''^*"'^ ""^ ^^'^ Association shall be held in the C.ty o Saint John Provuice of Now Brunswick, at such place and hour neetTni 1^^^ '^^^^ ''f^^ ^'^^"^^^^ '"^ ^« ^"^'^ f«r calling a^ such meeting. 1 he President shall call special meetings of the Association whenever in hxs opinion, oT that of the Board of Directors, sursS meeting shall be necessary; and also shall call special me'etS ortie tlril r^ '"" T"''^* *" ^" '"^ ''y stockhddei^ representing by ioZs ofthlT'"' Z ^I Pr^' «»«-^«"^-th part in value of the sW ioldeis of the shares of the Association. Pour weeks continued notice ^i'. ortrTn,"'' '"^ ""' "ti"f '' '^ «^^^'^^ ^y advertisen^t n ont 01 more of the newspapers j.ublished in the City of Saint John im- mediately previous to the time of holding such meeting. ' HEAD OFFICE. The Office for conducting the general affairs of the Association shall ^X^:%^:' '""' '"'"'' °'- '"* °'"'"- p'»- - «- *-^- DIRECTORS. The Directors shall, without special notice, meet regularly at the Office .y the Board. They may hold such special meetings as they shall deem needful of which the Secretary shall give each cHrector notice which said notice may be sent duly addressed through the Post Office OFFICERS. The directors shall annually make choice of a President, Vice-President Secretary and Treasurer, and such other officers, agents and ^.J^^ they „,ay deem necessary to carry on the business of the Ass^ atio^ whose respective terms of office shall be from the date of appoSS until their successors are chosen. Any officer of the Associat oTmay be dismissed from office by a vote of the majority of the directoi/nreS 7t any legal meeting of the L ■ ...d. The offices of Secretary aTd Km-er may be held by the same pe-.son. ^ -iieasuier Presiaent.— The President shall preside at all meetings of the Board of Directors, and shall have the superintendence of tl bush^esfan subject to the rules and instructions of the Board. In the case of a 14 BYE-LAWS. vacancy by death, resignation or othemise «J /.^^^ .««"tS t rpS orly other officer, ckrk, servant or agent of the ^f ""^^^°"' ' ^^^ dent Lay liU the vacancy by appointing thereto such o^^er P™ is he ly elect, until the Board of Directors may choose «^"f '^^ %^J^^ rss, i!^ th:^fs\Ss-f^n^t t^^r^ membe*hip, and countersign all checks and drafts for money. Vice.President.-The Vice-President shall l-e-^^« .^^ ^^^^^^^^^^^^^^^ +1,/ PrPQirlpnt and durin" such absence or when called upon by tno pIS to a2t may Vorm any of th„ functions a,,lH.rta.mng to the office of President. Secretary—The Secretary, who may also serve as Treasurer, shall, as SecittaTactin.^ under the instructions of the President, duly no ify al Sn^'of le^^ssociation, and of the Board of directors ; take ^^^^^ record minutes of the proceedings of the same m the ^o^^f ft?W E purpose: prepare and keep proper books o '^^'^^^^f^^.^J;,^"^^, uSs of the Association ; a stock ledger, cash book, and such other books and mners iu such form as the directors may prescribe; conduct the : t Snce :f the Association-all of which -id bc^^s^^^^^^^^^^^^ correspondence shall be the property of the Association, "Y^"%ir, ,T aU nnd under his charge, but open to the inspection ot the directors at all wrcoun^u^gn^^^^^^ all certiticates of stock and other docu- ments req r ng the signature of the President, and generally shaUper- b n suTother services and duties as usually -PP^tJ'/'tn .^nd "nv a corporate body. In the event of his absence or inability to attend any meetiirof tl^^^^ o^' of the Board of Directors, a Secretary pro tempore may be chosen. Treasurer.-The Treasurer shall have the custody of all valuable papers J documents of the Association, which, together with -chj;^f - accounts as he may be required to keep m reference *« the /a^^^^^ shall be subject at all times to the inspection and control «« the du^^ctors He shall make his cash deposits in such bank or banks as the di ectors may appoint as the money is received, and his bunk accounts shall be kept m the name of the Association, and all checks to draw the same shall be stnedbv the Treasurer and countersigned by the President or Vice- pSent. He shall sign receipts and acknowledgements for all moneys and other property of the Association that may come into his hands. He Shi ato render a full and particular statement of his cash account, accLpan^^^^^^^^ vouchers, at every annual meeting of the Association or Toften as the President or Board of Directors may require, shewmg the condiSon of the Association's financial affairs, and a simUar account at ir War m^^ of the stockholders. He shall perform all other dutts appertaining to the office of Treasurer. He shall give bonds with surSy or Wes satisfactory to the directors, and in such sums not less thin one thousand dollars iov more than ten thousand dollars as the directoi may from time to time requii-e for the faithful performance of his duties during his continuance in office. BYE-LAWS. 16 ) _ Medical Snpe^'intendent.~lt shall bo the duty of the Medical Suner- mtendeut to assist in the selection and appointnjent of duly qualified and competent medical examiners; and -ive them such instructions regarding then- duties as he may deem desirable or the Board of Directors may from tune to time suggest. He shall promptly supervise all medi- cal examiners reports on applications for membership and report thereon. He shall keep such records of all ai)plications and medical examinations as will enable him, when called upon, to afford such collated and foi-mu- lated statistical information as may be required by tlie Association, ".nd siiall carefully and fully guard the interests of the Association, as its professional medical adviser. Medical Examiners. —The ISIedical Examiners for this Association may be appointed or removed by the President (such appointments or removals te be submitted to the Board of Directors for their ai)proval) ui)on such recommendation as lie may deem necessary. The duties of a Medical Examiner shall be faithfully to guard the interests of the Association by the exercise of groat caution in the recommendations for mem])er8hip. He shall be disinterested in the acceptance or non-acceptance of any application for membership. He shall give as perfect a portraiture of the case of each applicant as may be possible after a careful examination. He shall give to each question in the form prescribed upon the appli- cation a decisive answer, and in case of doubt, shall give the Association the benefit thereof. He shall carefully read the answers in the applica- tion after it shall have lieen made out and signed by the applicant, and when it appears that the applicant has had any disease or injury which may impair his health and reduce his life expectation, he shall examine the apjilicant upon such matters, and give the result of such examination. AGENTS. Agents.— ThavG shall l)e three classes of Agents for the promotion of the business of this Association in soliciting eligible and desirable per- sons to become members thei-eof, that is to say : General Agents, District Agents, and Sub- Agents. The general agents shall receive their several appointments under the hands of the President upon a resolution of the Board of Directors, granting the same, subject to such terms and con- ditions as may be exi)ressed in the said resolution. The district and sub-r gents shall be appointed or removed from their several offices by the President, who shall define their several districts or sub-districts and duties. The name and address of each such aispointee, whether appointed or removed, shall be laid before the Board of Directors, and each such appointment or removal shall be subject to their confirmation at their next meeting, or disallowed at such meeting. It .shall be the duty of each General Agent to advise and assist the President in his choice of persons to fill the offices of said district and sub-agencies, and to take the general management and personal supervision of such agents, subject to his instructions from the head office. He shall make frequent visits to each district agent, and as far as })racticable to sub-agents also, for the purpose of advising with and instructing them in the line of their several duties. He shall take cognizance of the nature and the manner of the performing of their several duties. He shall inspect and report as to J3 BYE-LAWS, the efficiency or inefficiency with whicli the several agents are perfonu- ing their several duties, and shall from time to time report thereon, and, as occasion may suggest, recommend their continuance in, or removal from office. It shall he his duty to advise with the Pnssident and as.sist him in the matter of choice and api^intment of medical exauuners witlun the district assigned to such general agent, and hy conferences with the several propo.sed medical examiners, to know that they are graduates m medicine from recognized colleges, desirable persons to appoint, and com- petent for the performance of the duties to be assigned to them. 1^1 o shall report as to the efficiency or inefficiency with which the several medical examiners discharge their duties. District Agmts.— It shall be the duty of District Agents with tlie advice and concurrence of the General Agent to nominate sub-agents, with or without their several sub-districts assigned to them, for appoint- ment from the head office, and with the assistance of their siib-ageiits so aT)pointed, thoroughly to canvass for meml)ers throughout then- several districts; to instruct all ajjplicants in the knowledge of the manner in which the protection of life insurance is afforded to those who shall become members, and of what is expected of them in the prompt pay- ment of their dues and assessments. District agents are to instruct their respective su>>-agents in the line of their several duties ; to d.rect and govern the work of sub-agents ; reciuiring their sub-agents to report to the District Agent, and to 1)6 responsible to him for their doings. Sub-Agents.— finh-Agents are to be nominees of District Agents, ap- proved l)y the General Agent, and appointed by the President as herein- before provided. They are to receive from and obey the instructions ot their District Agent in the line of their duty, and report all their pro- ceedings to him, CERTIFICATE MEMBERS. Application for Membership.— Any person in sound health, and of <.ood moral standing, between the ages of fifteen and six-five, desiring to become a member of this Association, may apply for such memberehip on the form of application appended hereto, or upon such other form as the Board may from time to time approve, to be supplied by the officers or agents for that purpose. Each applicant will require to be examined by a duly authorized medical examiner appointed by the Asso- ciation. Each application, with the report of the medical examiner, shall be submitted to the officers of the Association, and be subject to their approval, or that of any three of them, and if approved, said appli cant may become a member of the Association upon the terms and con- ditions expressed in such certificate of membership as may be granted upon the said application to the said applicant, which said certihcate the President and Secretary are hereby authorized to issue, subject to the conditions expressed in this bye-law, and of the payments required under the following terms: Admissim i'ees,— Admission fee to be paid on application for cer- tificate — For $1,000, ^}« 00 " 2,000 400 " 3,000 17 00 Ft pa cei up( C 15 J (T upon each thirt; time their Sq, certif dollai menti with requii postp( such Foi the pi scribe >. i BYE- LAWS. ]- Only three certificates of .«(1 ono «„«v, • i Fen.alesli„nted to ..2,000, und;'fif'';:.toral^^^ "'" ' ""''' "'" C^Medical examination included in above. The above payable once only. Dues, for Annual ExDenaea Dnou Oi nn payable .$ 1.00 every 4 nmnths'in advan;: ^"" ''''""'" "" "''"'' '"^^'O^*^' certificate. ^ '"''''"'' ^''^^'^«'. ^"'""'oncinfer with date of the Mortuary Assessment.—Ewerv member ..hnll r.o„ upon delivery of the certificate annnv i ^J """^ assessment rate cercincate, ai)portioned according to the followi mg Age. 15 to 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 Rate. iBO 70 71 72 73 74 75 76 78 80 82 84 86 88 90 92 Age. 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 Rate. Age. Rate. •S 94 96 98 1 00 1 02 1 04 1 06 1 08 1 13 1 18 1 24 1 30 1 37 1 45 1 54 51 $1 63 52 1 73 53 1 84 54 1 96 55 2 09 56 2 23 57 2 38 58 2 54 59 2 72 60 2 92 61 3 14 62 3 38 63 3 64 64 3 93 65 4 24 (This Table is calculated on the basis that an assessmpnf o t upon one thousand certificates of 81,000 eacirSnnvT^^^^^^^ each cert ficate for one thous-md ,U\Lt\ Ti u I ^^^ '^ ^^^^^^ ""^er thirty days after Sates of ot es s cT ^f ^ '^'''''''' P^>'' ^^^^in time tojme on estimates bfr^ileS anf : sernTl'd ""f '"" their officers, in advance of next accruing death clalLs^ ^'"'''''"' "'' dollar on delivery of certificate, and the balance in tw! .1,"^* ^"' inentsof three dollars each, as 'a eontributfon to t ^e ^^^^^^^^^^ with the written permission of the said Association Th!^ • , ■^"*' required to be laade towards the safety funfoi any mSth T^^^T' postponed and made payable at such Ue7 times L^sfallbrrf' "''f ^' such permission. ^" "® named in Forfeiture of Membership.— The failure of a member to mnt« the payments required as a condition of n.embTsb p, wuSn tVe"'^ scribed time, shall work a forfeiture, but payment of'^krTfarrwSh fi^y 18 BYE-LAWS. per cent, added, may be afterwards n)ado, and such ineml)er reinstated upon satisfactory proof of his good h(!alth being furnislied to the associ- ation. C'/nsses of Member ship. — (As authorized by Act, .Sec. 28, Sub-sees. E^ F, (r, II.) ( E) Cert-.ticate members shall be divided into classes, that is to say: those who have become members and have paid their contribu- tions to the safety fund during any one year, to be styled the class of that year, and so on, year by year; and that tlie continuing members of the class of each year shall, after five years, alone participate in the benefits derivable from that portion of the safety fund which shall have been contributed by the members of that class. Apportionment and Distribution of Interest on Safety Fund Invest- ment. — (F) That after five years membership the accumulated and accumulating interest on that portion of the safety fund contributed by any one class, shall be apportioned and distributed to each member of such class in proportion and according to the scale of their assessment in that class, with the object that as each member's rates increase according to age, the amount of his assessments may be reduced by such distril>u- tion, so that in proportion as the membership of any one class is lessened by death and lapse, so will the dividends to continuing members of that class be increased until their respective incomes from such dividends equal the sum of their respective dues and assessments, and that any excess from this source, that is to say, the accumulated and accumulating interest as aforesaid thereafter may be apportioned and distributed to the chen existing members in the said class in the form of annuities, or added as an accumulation to that portion of the safety fund belonging to that class to be dealt with, as hereinafter stated, as the Board of Directors may elect and determine. As to ultimate payments from Safety Fund inform of Endowments. — (G ) That when the number of certificateo in force in a class has been reduced, so that the aggregate value thereof does not exceed the sum of the portion of the safety fund contributed by that class, the several existing members or their benificiaries, as the case may be, shall be entitled to be paid the full face value thereof on surrender; provided, however, that before any such class division of this portion of the safety fund shall take place, the aggi-egate amount in the whole fund shall exceed three hundred thousand dollars (being the sum hereinafter stated to be i-equired), to be maintained as the comj)leted safety fund, by the sum of the full face value of the certificates so entitled to be surrendered, and that the then existing members may have the benefit of retiring under what would be equivalent to payment of a matured endowment policy. Completed Safety Fund. — (H) That so soon as the safety fund shall have accumulated to three hundred thousand dollars, it shall be deemed and called the Completed Safety Fund, and maintained as such; any excess in or addition to the said fund to be subject to apportionment and dis- tribution to certificate members as hei-einbefore stated ; pi'ovided always, that when and after the said fund shall have been completed, if at any time, and so often as from time to time it shall appear that an assess- u a! n< in th( art to^ sio; be 1 prei c]os( SJ No... Thii Stock the sai and thi endors( of the In wi And on tJie For va assigns Associati Witnes BVE-tA\VB. i>J Went or assessments fli,?„ ^ i ^^ then the M^LTiTr"""'' °' ^e^nien s Z[l tvTl '" ""'T' TJ B d ACCOUNTS. Th« T . TBANSPER BOOKS The Transfer Books of tha a ■ • ""= ^0«'^-;0N SAFETY TOD UPE ASSOCUXIOX No....... CAPITAL »120.00o. This is to certify that Stock of the Doniininn ooi^ i t. I^roprietor of c, Shares. And transfers of ^f u P^eoidenL on the Stock Certifier '""^ '"' """l" <>" the following, form eudo,.ed ^r v.,:ri7'""r H T '"'"' "™ ^^^'"''-"OK hand this Witness, 'J^yof in the year of our Lord Vf BVR-LAWS. TRANSFERS OP STOCK. TrjiiiHfoi-H of Stock uhall bo iimclo on tho hooks of tho AHsociation hy tho Hocnitiuy, witli tho sanction of the Pi-esidout first had, oithcr hy t\w Imldcn- in ii«)rson or l>y his attnrnoy, only on surrondor of tho cfrtificate. In tho ovont of loss of any Stock Cortihcat*;, tho Board of Directors may, on satisfactory proof thereof, issue a duplicate certificate, taking such guarantoo from tho lioldor thereof as thoy may deem necessary for the protection of those concerned. SEAL. Tho Seal of the Assocnation sliall bo round, with the words— "The Dominion Safety Fund Life Association, Canada," on the outer circle ; on the inner circle the motto, "Non mihi sed lueis vivo" ; and "Incor- porated 1881" ; and in the centre a Beaver. f. ■--■*■.'•■:• I ■<■>: 'A, ' -*'i. :'i^'-*''-''--.-i "■':-''••' " •.<'•. :.-