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IVIeps, plates, charts, etc., may be filmed at different reduction ratios. Thoaa too large to be entirely included in one exposure are filmed beginning in the upper left hand corner, left to right and top to bottom, aa many framea aa required. The following diagrams illustrate the method: Lea cartea, planchaa, tableaux, etc., peuvent Atre filmte dk dee taux de rMuction diff Arents. Lorsque le document est trop grand pour Atra raproduit en un seui cllchA, il est fiimA A partir da Tangle supArieur gauche, de gauche k droite. et de haut en baa, an prenant le nombre d'imeges nAcessaira. Las diagrammes suivants illustrent la mithoda. 1 2 3 1 2 3 4 5 6 r ' -< '>■ ^ ^«, t/,« 77, „. Bf4 ^8 f\cr .■-*l! AN A CT TO INCORPORATE THE Centtail iFire Unmitancr eom|)»ns OF NEW BRUNSWICK. TOQETUER WITH THE ADOPTED AT A OENERAL MEETIKO OF TLB STOCKHOLDERS, HELD AT THE PHOENIX BUILDINQ IN FREDERICTON, On Monday, 16th May, 1886. FREDERtCTON lOHN 9IMPI0N, rarNTER TO the KINO'a MOIT EXCBLliKNT MAJBSTT, 1886. 6e.«^ iH wP* f » « 7A»/»<«r l\l' ^rcT"; J/uZ-T 3<; (i^Jm^yj) >!*^ 'W ;.,,'/ 1 1 1 ! . f« • >. .fsr-.---'" :'ivi*' "f", ' > ( ^^^k > ' ^^^^^Hn hUe^^wk^^HI^s^^K "■ 'i : " - ' " ' - i r. ' ' ' ' ' " ." ' ■■!*(«'*■%' ^ AN ACT To incorporate ** The Central Fire Insurance Com- pany of New Brunswick." ( WM^HEREAS the great increase of wealth and combustible property WW * in the Province for several years past renders an increase in the 'facilities for protecting the same expedient and necessary ;' 1. Be it therefore enacted by the Lieutenant Governor, Legislative Council and Assembly, That Amasa Coy, John M. VVilmot. Joseph Gay- nor, Nebemiah Meniit, Jeremiah M. Connell, Thomas C. Everitt. Thomas T. Smith. Henry George Clopper, Charles D. Everitt, John Simpson, Francis E. Bbckwith, Asa Coy, Justin Spahnn, H. Fisher, Junior, Henry Blakslee, George Sears, John T. Smith, Charles Connell. Junior, Charlei Perley, Robert Chestnut, William D. Hartr, Thomas Leavitt, Lemuel A. VVilmot and Charles Fisher, their associates, successors or assigns, be and they are hereby declared to be a body politic and corporate by the name of The Central Fire Insurance Company of New Brunswick, and that they shall be persons able and capable in Law to have, gel, receive, take, pos- sess and enjoy, houses, land:«, tenements, hereditaments, rents, in fee simple or otherwise, and also goods and chattels, and all other things real, perso- nal or mixed, and also to give, grant, convey, let or assign the same or any part thereof in any legal method or manner, and to do and execute all other things in and about the same as they shall think advisable and neces- sary for the benefit and advantage of the said Corporation, and also that they be persous able and in Law capable to sue and be sued, plead and be impleaded, answer and be answered unto, defend and be defended rn any Court or Courts of Law or Equity, or any other place or places whatsoever, in all and all manner of actions, suits, complaints, demands, pleas, causes and matters whatsoever, in as full and ample a manner to all intents and purposes as any other person or persons are io Law capable of sueing and being sued, pleading and being impleaded, answering and being answered unto, and also that they have one common seal to serve for the ensealing of all and singular their grants, deeds, conveyances, contracts, bonds, arti- cles of agreement, assignments, powers, warrants of attorney, and all and singular their afTuirs and things touching and concerning the said Cor- poration. IF. And be it enacted. That the capital or joint stock of the said Corpo- ration shall consist of the sum of fifty thousand pounds current money ofthe Province, to be paid according to the legal value thereof, at the several times of the payment of the same; ten tbouiand pounds, being the one fifth part thereof, to be paid within six moothi after the passing of this Act, ■nd the remaining four fifths, or forty thousand pounds, to be paid at such time or times end in such parts or portions as the Directors for the time 4 being or a majority of them shall from time to time thiulc aecessarjr, the whole amouotofsuch capital or stock to be divided into shares often pounds each, makini; in the whole five thousand shares. III. And be it enacted, That all the subscribers for stock or shares in the said Corporation, ihall previous to the day of the election of Directors pay into the hands of such person or persons as the persons incorporated by the first section of this Act or the major part of them, or in case of the death of any of them, of the major part of the survivors, may direct, a deposit of not less than two percent, not exceeding five per cent, upon the amount of capital or stock of the said Corporation for which they have subscribed, due notice beinj; given at the time of the notice calling the first meeting of the members and stockholders of the Corporation of the time or several periods of time when, of the place and places where, and person or persons to whom the said deposit shall be paid, and the said deposit shall he taken and allowed to every subscriber who shall pay it as part and out of the first twenty per cent, of the capital stock required to be paid in under and by virtue of this Act, and every subscriber who shall neglect or refuse to pay in the said deposit, shall for every share he shall neglect or refuse to pay in he deemed a defaulter, and the sniy noiice in the Uoyal Gazette and iu one of the papeis puhliHhod ill llio City iifSuint John fuurtceu dajs previous to such meetiug, wliich notice Clinrles Fisher, Esquire, Banister at Law, or iu case of his death, neglect ur refusal, any other of the persons incorporated in and by. the first nectioo of this Act is hereby authorized Hnd emposvered to give, fur the purpose of making, ordaining and establishing such byo laws, ordi- nances and rcgulniions for the good order and mauagemcnt of the affairs of tho said Corporation as they shall deem necessary, and also for the purpose of chousing ninu Directors being members and stockholders of the said Cor- poration, under and iu pursuance of the rules and regulations hereinafter miulo and piovidod, which Directors shall as soon thereafter as maj be cun- vonionl meet togclhur and chouse out of their number a. President, and shall also appomt at the Kame time or at any future meeiiug a Secretary and ko many and such other ofliceis, clerks, servants and agents for carrying on the said business as they shall deem requisite and necessary, and shall at the same time or at any future meeting accept and receive what remams duo of the first instatinont of the twenty per centum on each subscriber or bidckholdor'ri share or Bubscripiion, and shall take from such snb^^criber such securities for the remaiuder of their subscriptions as is hereiu!)eforo pointed out, and shall commence the operations of the said Insuranco Company subject to the rules and regulations as hereinafter provided, and shall continue and servo to be Directors aforesaid until the fust annual meeting fur the choice of Directors as is hereafter made end provided, or until others are chosen in their room; provided that the laws and ordinanrei at any time made, shall bo in no wise contrary or repugnant to the laws and u'tututes of this Pruviuce. VI. And bo it enacted. That there shall bo a general meeting of the atockholdors and memberi of the said Corporation, held annually on the first Tuesday iu March in each and every year at Fredericton, at which unuuul mooting (hero shall be chosen by a majority of the said stock- holders and mombers of the said Corporation then met, out of the said stockholders nud members nine directors, who shall continue in oiBco for uno voar or until others are chosen in their room, in the choice of which directors the stuckholders and incinbers of the said Corporation shall vole according to the rule hereinafter meuiioned. and the directors when chosen or tho major part of them shall at the first meeting after their eloctiou chooso out of their number a President, who is to be chosen by a majority of votes, each director having one vote: Provided always, that live of tho directors iu uflice shall bore-elected at such annual meet- ing fur tho next succeeding year, of which the President shall always be ouo, VII. And ho it enacted. That the Directors for the time being shall have puwer to do and oxecuto all the matters and things contained iu the prece- ding Kccliiins of this Act, as far as the same may bo left unexecuted by the directors thereiu mentioned, and that they shall manage the whole concerns of the daid (Corporation agreeably to this Act of incorporation, and such byo laws, rules and regulations as the stockholders and m.)mbers thereof, may from time to time establish, and also do and execute all other mat- ters and things that may be necessary and requisite for the benefit of the Corporation, and also shall have power to appoint such officers, clerks and agents and establish such agencies, as they or the major part of them shall think iieceoary fur executing the business of the said Corporation, and shall allow tho said ulficors, clerks, agents and servautssuch compensatioa 6 for their respective sei vices, as to them (ho suid ilirectnri ihiill Hppenr raa* sonahle and proper, all which together with the oxpeui'os uC hulhliogi. house reat and all other coatiogeocies 8h:i!l Ite defrayed out uT the fund* of the said Corporation. Vlli. And be it enacted, That not lesii than linen Oireclori vlinll consti- tute a Board for the transaction of business, of which the President shntl always he one, except in cade ofsickuejii or neccb^ary Hlmonca, iu which case the Directors present may choose one of iheir Jlcin id lu Chnirinuu for the time heinj;; that the President shall vote at the llunrd im n Director, and in case there be an e^ual oinnher of votes fur and ngaiiiNt iiiiy questiou before them, the President shall have a casiing v.iie. IX. And be it enacted, That un LVnector shall ho outillnd lo Any salary cr emolument for his servicer, but that the iiioinliers iiirl utockholderi of said Corporatiou for the time being, may inako such cuiii|)unsniiun to the President as to them shall appear reasonable and proper. X. And be it enacted, That no person shhli be uligilile on n Director, unless such person is a stockholder, and holds nut loss than twenty ■hares of the capital stock of the said Corporation. XI. And be it enacted, That the number of votes to which each stock- holder shall be entitled on every occasion when in conformity lo the pro- visions of this Act, thevotesof the stockholders are to ho given shall ho in the following proportion: for one share and not more thnn two, <»il0 voto ; for every two shares above two and not exceeding ten, one vote, innking five votes for t3n shares; for every four shares ultove ten and HutoxcoediU(( thirty, one vote, making ten votes fur thirty shares ; fur every six shitiOH aliovo ihii ly and not exceeding sixty, one vote, making fifteen votes for sixty sharei ; and for every eight shares above sixty and not excoeding one hundred, one vote, making twenty votes fur one hundred shares ; which vnid num- ber of twenty votes shall' be the greatest that any stockholder slitill ho en- titled to have, and that every person may vote by proxy, provided such proxy be a stockholder, and previous to voting, produce ii sulllcieut nutlio- rity from his constituent or constituents so to act; and provided further, that no stockholder shall bold more than five proxies. XII. And he it enacted, That if it should so happen that the Director! shall not be chosen on the first Tuesday iu March iu any yeiuit iil'oreinid, it shall and may be lawful to choose them on any other day, between the hours of twelve at noon and three iu the afternoon of luid day. upon giving fourteen days notice of the time nud place of inoelioKi which shall take place in Fredericton ; and in case any Director should disquiilil'y him- self by the sale, disposal, or transfer of his shares or of any of them, so ns to reduce his interest in said stock to less than twenty shares required fur tho qualification of a Director, or in case of the removal of ii Director by the stockholders for misconductormal-admioistration, his place mIiiiII be filled up by the said stockholders, fourteen days notice of tho time and pliico of incer- ing being first given, and in case of any vacancy among tho siiid Directors by death, resignation or absence from the Province for threo inontliH, tho said Directors shall or may fill up the same by choosing uiio of the stock- holders, and the person so chosen by the sal I stockholders ur Director!, shall serve until another be chosen in his room. XIII. And be it enacted. That as soon as tho said first initnlrnatit often thousand pounds shall have been actually paid in manner and I'ortii ns is hereinbefore provided, on account of the subscriptions to tho said iitock, no* tice thereofshall be given iu one or more of the newspapers published iu this Province, and the Directors shall commence with the businoi^ nud opera- tions of the said Corpora'' Provided always, that no Insuriinco shall be effected, nor shall any puiiu) iie signed in manner as is hereiaafier provid- ed, uotil the sum of tea thousand pounds shall ba actually paid aod receiv- ed pot ed oD account of ibe subscriptions to the capital or stock of tbe laid Cor- poratidii. XIV. And he it enrtcted, That the said Corporation shall have poirer arid autlioriiy to make lusuiauce on houses, niill^, oiauuractories, buildings, shi|)s or (iiiier vcssfU, ou the stocks, or 'u the rivers or iu porl. merchan- dize, mouies, goods, waren, aud ctl'ects. against loss or daiiia^^e hy fire, and to fix the prviiiiuiii aud terms of payment ; and all policies of lusurauce by them made, shall be subscribed by the President, or iu case of his death, abscucc, sickuess or inability, by auy two of the Directors, aud countersign- ed by the iSccrotary ofihe said Corporation, or in case of the sickness, ab- beuce or iuabiliiy of the Secretary, by such person or persons as the Direc- tors or a majority of them may appoint to act iu bis stead, and shall be bindiug and oblit^atory upou the said Corporation and Company, and that all losses duly arising uuder any pidicy so subscribed and countersigned, shall and may be adjusted and settled bv the Board of Directors, and the same shall be bindiug on the said Corporation, and shall be paid to the assured within niueiy days from such adjustment: Provided always, that the said Directors shall not iu auy case make Insurance on auy single building or goods contained therein to an amount exceeding three thousand pounds. XV. And be it enacted, Thatall puliciesentered into iabehalf of the said Company and Corporaiiou by any Ageut or Agents duly appointed by the Directors or a majority thereof, shall, in addition to the signing and coun- tersigning required by the thirteenth Section of this Act, be also counter- signed by the said Agent or Agents, and especially mention iu the said po- licy the iuvalidity of such policy Tvithout such additional couutersigning, and no policy entered into by any Agent or Agents of the said Company ur Corporation shall be obligatory upon the said Company or Corpuratioa without these requisites are complied with. XVI. And be it enacted. That it shall be the duty of the Directors of the said Corpsration or a quorum thereof to make half yearly dividends of all the profits, rents, premiums and interest of the said Corporation payable at such time and place as the Diiectors or a quorum thereof shall appoint, of which they shall give thirty days previous notice iu one or more of the Newspapers published in this Province : Provided always, that the monies received for premium of risks which shall be undetermined and outstanding, at the time of the making of such dividends shall not be considered as paVt of the said profits of the said Company ; aud provided further, that if the amount of capital or stock paid as by this Act is required, shall be by any means reduced to a sum less than ten thousand pounds, then in such case uo dividend or dividends whatsoever shall be declared or made until a sum equal to the said sum of ten thousand pouuds shall be vested for tbe use of the said Company. XVII. And be it enacted, That the said Co ;>uratioa shall have full power and authority to take, receive, hold, possess and enjoy in fee sim- ple, auy lands, teuemeuts and real estate, and rents to any amount not exceeding five thousand pouuds: Provided nevertheless, that nothing here- in contaiued shall preveut or restrain the said Corporation from taking or holding real estate or chattels to any amount whatsoever, by mortgage taken as a collateral security for the payment of any sura or sums of money advanced by or debts due to the said Corporation, or for the security of the paymeniof the amount of such part of the capital or stock of the said Coipo- ration that shall at any time or times remain unpaid. XVIII. And be it enacted, That the capital or stock of the Company col- lected at each instalment, and at the times and in the manner hereinbefore provided, shall be by the said Directors invested aud disposed of ia luch public funds, or to such public or corporate bodies or associatloat, or joiot companies as may be deemed advisable, and in thooveni of there being no public funds or public or corpon>te bodies, or associations, or joiot companies, m which the same can be safely vestnd, or to wbcm the same can be tid vnn- tageously and safely lent and diTr I. — At all meetings of the Stockholders, the President of the Board of Directors shall ex OJicto preside, but in case of his absence, the Stock- holders shall appoint some other person to act as Chairman for the time being. II.— .If it shall happen at any meeting of the Stockholders that the busi- ness shall not have been accomplished lor which they were convened on the first day they assemble, it shall be lawful for them to adjourn the meeting from time to time for the same purpose, until such business shall be completed ; and at ail adjourned meetings, the Stockholders may transact and finish any business which at the original Meeting regularly and legally came before them ; and all Stockholders authorized to vote for other Stockholders at such original meeting, may vote at any such adjourned meeting without any new authority, unless their proxies have been revoked. III. — There shall be a Common Seal provided by the Board of Directors, which shall remain in such safe keeping as they may Irom time to time appoint and determine ; and it shall be the duty of the President, pursu- ant to the votes of the Board of Directors, to cause the same to be alHxed to conveyances and other instruments, save only and except Policies of In- surance, when it may be necessary, which shall be executed by him in his official capacity, on behalf of the Corporation ; and that no lease, convey- ance, agreement or contract, except a Policy of Insurance or contract in the nature thereof, be accepted or made, unless with the concurrence of a majority consisting of at least five of the Directors. IV. — In all cases where a Stockholder shall vote by proxy, or where any transfer is made, or other act done by attorney, such proxy or attorney shall be held to produce his original authority, and deposit the same with the Secretary, provided, however, that such proxy or power of aUorney may be assigned by a clause to that effect inserted in such instrument, hut not otherwise J and when Stock is owned by an infant, the parent or guar- dian of such infant being a Stockholder may vote as proxy, or constitute in manner aforesaid any other Stockholder a proxy for such infant; and if the parent or guardian be not a Stockholder he or she may give authority in writing to any other Stockholder to vote in behalf o( such inftint ; and when stock is owned in trust for any other person, the trustee of such ccste qii". trust, being a Stockholder, may vote tlierefor. V. — That all the Stockholdors who have not already received roccipta lor the deposit of two and a half per centum paid in by them on their ^evu .A* 14 ral and respective shares, shall be entitled to receive the same, duly Nij^iU'rl on behalf of the Corporation, by such person as the Directors intiy ap|)oiiil, VI. — That the deposit and all the interest of every Stockholder in llii! Corporation, who has paid the same upon all and every of tliu NimruN (iir which he has so paid it in, shall be assigned by any Stockholder by itutlin,. rity or assignment in writing, signed in the presence of two citidib|i< vvil- nessea ; which assignment shall he filed with the Secretary, and hI)hII iiI^d be entered in such book as may be provided for the entry of asuiyninuiltM in pursuance of the requisition ol the eighth i ule. VII. — That upon payment of ihe whole of the first instalment on llip tilock, and sufficient security being given for the remaining lour filllis, n oyr- tificate shall be given to each Stockholder, under the seal of the Curporu- tion, signed by the President and countersigned by the Secretary, in tliu form following : — In behalf of (he Central Fire Insurance Company of Neto Brunswick, This is to certify and make known to all whom it may concern, Thul of is the owner of shares o! the capital or stock of tho Central Fire Insurance Company of New Brunswick, of ten poiuidN onnli, (one fifth of which is paid in, and the remaining four fifths are scoured to the said Company, as required by the Act of Incorporation,) with titl@ to all dividends that may hereafter be made ; which said capital ur Stock \h transferable only at the office of the said Company by the said or his attorney on surrender of this certificate. In testimony whereof, the Seal of the said Central Fire Insuranuu Company of New Brunswick is hereunto affixed, this day of in the year of our Lord one thousand eight hundrdd and Secretary. i'resiiliint. VIII. — That there shall be a book procured, in which all RBsigiiineniii shall be made and entered, and that no transfer of stock shall be ulloWiid lo bo made, after the Company commences its operations, by any Btodk • holder who is indebted to or under engagements with the CorporHtion, except it be authorized by the Board of Directors, unless the said stock huM been taken and sold by execution, and that the following shall be \,Ui^ lorin of an assignment or transfer of stock. Central Fire Insurance Company of New Brunswick, No. Shores. For value received I hereby assign and transfer unto ut and his assigns shares of ten pounds each of the oapitul Alunk of the Central FirelnsuranceCompany of New Brunswick ; subject to tlm laws and regulations of the said Company. Witnes, my hand, at the ofTice of the said Company, this day of in the year of our Lord one thousand eight hundred and VVitncBSS (Signed) A. li. Secretary. A certificate granted according to the above transfer. Vresident 1 have received the said Certiflcato. (Signed) c. n 15 IK.— (n case any aubscriber or holder of stock shall fail to pay any instal- ment due on hia subscription lor stock fifteen days after the time prescribed lor pjtyment ihereol shall exp're, the Board of Directors :nay order the same to be sold at public auction to the highest bidder after ten days' no» tice, and shall account for the proceeds of the sale of such share or shares to such subsuribur or holder, alter deducting all monies due on any instal- ment, with interest thereon from the time prescribed for payment, and the charges attending such sale. X. — All monies paid to the Corporation shall be immediately deposited in such chartered bank or banks in this Province, as the Directors may from time to time apjwint, and there entered to the credit of the Company, except small sums to pay contingencies, not exceeding in the whole ten pounds ; and the money so lodged shall be drawn out only by the Presi- dent or Chairman and two of the Directors ; the Checks to be countersign* ed by the Secretary. Xr.— The Socretary shall give bonds to the Company for the faithful discharge of his duty; (the bonds to be according to such form as may. be prescribed by the Directors); the Secretary himself to be bound in a penal sum, not lesii than one thousand pounds, and two sureties in not less than five hundred pounds each. XII. — That the President shall perform the duties of his office from time to time gratuitously. XIII. — The Board of Directors shall have full power and authority to make such rules and regulations for the management ofthe concerns of the Company and the government and direction ol the several officers thereof, not inconsistent with the Act ol Incorporation and the bye laws and regu- lations ofthe stockholders, as they from time to time may think fit and ne- cessary. XIV. — The stockholders hereby expressly reserve to themselves full power and authority to make any addition or amendment to their bye laws and ordinances, at any general meeting, or special meeting for that pur* pose summoned : provided that when such alteration is made at any special meeting, notice of such proposed alteration shall have been previously given in two or more of the newspapers published in this Province. (lay