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'-^ <"' m,'^ m\v k 'I •■\ |,V'..<- ■ I.- f ' >. v:;-',/' v: Tt V , '.'«' If: • ■ in'' -r ^OVA SCOTJ4 PROVINCE HOUSE •^*f I .^^l-' , ,>>V, \j'i ^^l- -'i:l > . ... /' ►y ' \ ■ V ' ■ / ■y- •'. > — « .1 .: '^^f V':-' '/ 7- '<■ .X. i 'u^,\:>' < J •,^^. ' A^ V, f \ ■ , i' I. '. .'...; ' 1 > • ; 1 it' i: P ^■^■ « < . y. v^ ; /<^ A . Mttiw PRINTED kidMmsmMmM * ACT OF INCORPORATION AND BYE LAWS OF THE MttiM p»m( ^nmxmtt €0m|>ant). HALIFAX, N.S.: PRINTED BY JAMES BARNES, 142 HOLLIS STREET. 1865 c M^l Ill Act to^iieoi'iiorate the Cobequid Marine Iiisiiraiiee Company. (P(isi. Capital. Shares. Liability of Shareholders. Holders to give security lor bal- ance of stock. Calls — how made, &c. Affairs of Company — how man- aged. S. First Meeting— when held. !». Minutes of proceedings to be kept, &c. 10. Stock list Transfer to be en tered. Skc I 11. Company— when to go into op- 4. •5. C. 7. eration. Amount to be in- sured on one risk. 12. Capital— how invesred, &c. 13. Books open to inspection. Se- curities to be approved by the Governor in Council. 14. Tf capital exhausted business to cease. If polices issued president and directors li- able. 15. Company— how dissolved. He it enacted by tlie (Governor, Council, and Assembly, as follows: — 1. Adams G. Aroliibald, James K. Blair, James Crowe, James Campbell, J. F. Blanchard, Charles Cox, John B. Dickie, James Flemmin*;, John Yuill, Charles Blanchard, Samuel Rettie, and Georg«! Reading, and such other persons as now are or may hereafter become shareholders in the company hereby established, their successors and assigns. shall be a body corporate by the name of the Cobe(iui«l Marine Insurance Company, for the purpose of conductini^ the business of Marine Insurance at Truro in this Province. 2. The company may purchase, take, and hold real estatt? not exceeding the value of four thousand dollars. 3. The original capital stock of the company shall \h'. thirty thousand dollars, which may subsecpiently be increased by vote of the shareholders to sixty thousand dollars, to be divided into shares of one hundred dollars each, which shares shall be numbered in regular progression ; but no member of the company shall hold more than twenty-five shares at one time. 4. No member of the corporation shall be liable on account of the debts of the company to a greater amount in the whole than double the amount of the stock held by him, deducting the monies paid thereon to the company, unless he shall have rendered himself liable for a greater amount by becoming surety for the debts of the company. 5. Every shareholder shall, at or before the time ai)- pointed for payment of the first call for payments on account of the shares, f xecute and deliver to the company, either a bond, with a mortgage on real estate to accompany the same, or otherwise a bond with two sufficient sureties, such bonds to be renewable as often as the president and directors shall require, and to be conditioned for the payment of the residue of the calls to become due or payable on the shares held by him, which securities shall be subject to the approval of the majority of the persons named in this Act, until the board of directors shall be chosen, and afterwards to the approval of such board. C. All calls or instalments on account of the shares shall 1»«' i».ii(l l)y the several sliart'liol(l(»rs at siicli tiinos and in siicli tMlual projHM'tions as tlic dii't'otors shall appoint, and notico of the times and placos of paying such calls shall be ijiven l»v them. ])V advertisement, in at least two of the Halifax iie\vsj)a|»ers thirty days at least jn'evious to the time of payment. 7. The manai»ement of the affairs of the company shall \w conducted by a hoard, to consist of a president and six directors, and the necessary officers of the company shall in addition thereto consist of a secretary, two auditors or examiners of the ac(!ounts of the company, and such other officers and servants as the com})any shall by their bye-laws direct. H. So soon as three hundred shares are subscribed, the company may hold their first meetinif. \). The proceedings of every general or special meeting of the company shall be entered by the secretary, or such other person as shall attend in his place, in a book to be kept for that purpose, and shall then be signe«l by the chair- man of the meeting, and being so entered and signed shall be deemed to be the original orders and })roceedings of the company, and when proved shall be legal evidence thereof, which book shall be kept at the office of the secretary, and shall be open for the inspection of any person who may desire the same at all reasonable times, without fee. 10. The secretary shall also keep in his office a book containing a record of the original subscriptions of stock, and of all additions thereto, and of all alterations in the ownership thereof, together with the amounts paid thereon : and no transfer of such stock shall be valid until it shall be entered in such book, which book being proved shall be legal fi ♦•videiice of the ovviiershij) of tlie sluires, iiiid shall ]>e open for the inspection of iiuy person who may desire the same at all reasonable times, without fee. 11. As soon as the whole original capital shall have been subscribed, and the sum of seven thousand five hundred (lollars shall have been actually i)aid U) the company by the ju'oprietors of shares, and sutficient securities shall have been <;iven by them for the ])alance thei'eof, the directors may, at their otfice in Truro, commence and conduct the business of marine insurance in all its branches, and may make insur- ance upon all subjects of marine insurance whatsoever, and may transact all matters relatiui^ to the business of a marine insurance broker, insurer or underwriter ; but until th<' expiration of one year from the time when the company shall commence the business of insurance no greater sum than four thousand dollars, and after the exj)iration of the year no greater sum than eight thousand dollars in the whole shall be insured by the com})any and be at risk at the same time upon any one ship or vessel, her cargo, freight or other interest therein depending on the same risk. 12. All the i)aid cai)ital of the company which shall not be considered necessary to be kept on hand for the payment of losses or exj)enses shall be kept constantly inveK jd at interest u})on approved securities as mentioned in the fifth srction, or in public funds, bank or other stocks, in the name t^i the com}»;niy, but no part thereof beyond the sum abso- lutely necessary for i)rocuring the necessary buildings for conducting the business of the company shall be invested in the purchase of real estate, nor shall any part thereof be lent on bottomry or respondentia, or on mortgage of ships or vessels, but mortgages of other j)ersonal j)roperty may be held by the company to secure a debt; nor shall the funds of '''iw^^MMW'M' "¥& W^^TTT ^^ tlic company be cmploytMl in mcrcliandize; nor shall the (!om|>any carry on trade as a merchant ; nor shall any divi- denresent, by the Secretary, or by such person as may attend in his place. 6. The offices of President, Director, Secretary, Treasurer or Auditors shall become, and may be by the Board, declared vacant on the death, resignation, three months absence, or permanent removal from the Province of the officer, by his ceasing to hold the number of shares required as a qualifi- cation, or by a vote of the general meeting of the share- holders removing the officer for misconduct or malversation in office. Every such vacancy, except in the office of Pres- ident shall be filled by the Board of Directors, choosing a shareholder who shall serve until the annual meeting. 7. All orders and directions for insurance given to the Company and accepted by them and all Policies of Insurance made and sealed with the common seal, and signed by the President or by any Chairman of the Board of Directors, -"it 12 and countersigned l)y the Secretary shall be hhidlng and obligatory upon the Company, and upon all their joint stock (.'ai)ital, funds, prf>])erty and eifects whatsoever; and tin- amount by such Policies insured aiul which upon adjustment of any loss is or ought to be payable to the assure(l there- upon, shall be faithfidly and truly paid and satisfied within sixty days from the time of the settlement and adjustment thereof. 8. At every annual meeting or some adjournment thereof, there shall be made out of the clear residue of the profits and advantages, rents, premiums, and interest to the Com- l)any accrued, or by the same previously made after deduct- ing therefrom an allowance sufficient to discharge the out- standing and i)robable claims against the Company, such dividend and dividends as the shareholders at such meeting may order and «lirect. Sucli dividend or dividends shall be at and after the i-ate of so much for every share held by th»' members thereof, their executors, administrators or assigns, or else the said clear residue or some part thereof shall be dlrcctiid to accumulate and added to the capital stock ; pro- vided always that the monies received, or the securities taken for the premiums of Insurance undetermined and outstanding on the last day of July in every year, shall not be deemed to be part of such profits. 0. AVhenever the premium of any Policy is under tvventv dollars, the same shall be paid for in cash at the time of signing the Policy ; when from twenty to sixty dollars pay- able in three months ; when from sixty dollars and upwards in six months ; and on Policies for time the same shall be payable at the expiration of the period for which the Insur- ance shall be effected. All premiums on which credit is given ■1*1 . ■I P "" AJj'i »■ y ^•'^ij' 13 shall be secured by notes to the satisfaction of the Directors. 10. In case of sickness or temporary absence of the Sec- retary or Treasurer, his place shall if practicable be filled by one of the Directors, if not, !)y some other person to be chosen by the Board. 11. All applications for Insurance shall be made in writing, or in part or partly in writing and partly in printing with a full description of the risk. 12. It shall be the duty of the local Directors to get all the information in their power respecting the age, condition, &c., of any vessel belonging to this locality or the neighbor- ing ports and to give the same to the Secretary, to be re- corded in a book to be kept for that purpose. Local Direc- tors may if they find it necessary send an inspector to report upon any risk offered to the Company, and such inspector shall be paid by the Board of Directors according to their estimate of the value or necessity of such service. 13. A charge of one dollar shall be made for each Policy, and when a copy is required fifty cents shall be charged therefor, but no charge shall be made for a Policy when the premium is under twenty dollars. 14. On any application for Insurance, when a Director is interested therein, he shall not vote on the consideration of the risk. 15. All [ ies of absent shareholders shall be given in writing under their own hand or that of their legal repre- sentatives. IG. All monies paid on account of shares shall be de- posited by the Treasurer in such bank or banks, and in such sums as the President and Directors may direct at the high- iW 14 est rate per cent, tlmt cjiii be gotten. Reeei])ts in the lumic of the " Cobe