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Les diagrammas sulvants illustrent la mtthoda. irrata to pelure, n d D 32X 1 2 3 1 2 3 4 5 6 & Jr/^5 .1 F ,**• J*' f OP '■-i'^.*'*'iO*/>i' l^p*^^ (if- *S* '.*i» 1 Id r* « • » '4i \ ^ itiS" tsmmmmQ 1 !,«< '7 V -** A ft 4 ' ■9^. **,.ST.: :->f Fiiti^ »^ \Z.-0^ ARTICLES OF ASSOCIATION ESTABUSHING VHE CANADA FIRE ASSURANCE cojupany IN THE CITY OP QUEBEC. QUEBEC : Prijnted bt FRECHETTE & Go. No. 69 Mountain Staest^ Lower-Town. 1840. FI TO m InsI thel lerl of lar int B I ARTICLES OF ASSOCIATION EPTA9U8HINO A FIBE AS8UBANGE COMPANY /y THJP CITY OF QUEBEC. tr^^r^rm TO Al«I« TO WPOM THESS PRBSSNTS SHALL OH MAY €OMX:. 3llnotD all m^n by this public ' Instrument and judenturci that vre the subscribers hereuntp, have en-^"**"*^^*' tered into and formed an Association of limited Copartnership, in manner and forni hereinafter more particu- larly described, for the sole and only intent and purpose of insuring* against aqcidemts by fire in xw col- lective capacity* aod uoder the ^va- BANTISlp Pi* Tm: JOINT T|lA|rSF£- BAHtV: STOCIL m!|l6VNT0 SUBSCiU- Bsp ojiLY, m th0 mxu&9 firna or Style of „\ / 990 V And we do b^^by ouiUiaUy, iodi- ./ ./ /^» — vidually and joiiatly, a>vie»ai^ declare /yL. and agree, that the following articles \ // A 3 V V to which we have hereunto subscri- bed, ara, and shall be the fundamen- tal, true and only terms and condi- tions of this our mutual agreement and association for the purpose afore- said, by which we the subscribers, our heirs, administrators and assigns (being at any time or times hereafter proprietors of any share or shares m the said Company) as well as all and every other person or persons who at any time or times hereafter may or shall enter into, transact or con- tract any business, affairs or concerns either directly or indirectly with the said Company, are and shall be regu- lated by, and bound to conform to, in all respects and particulars what- soever. Article 1st. — It is hereby pro- vided and mutually covenanted and agreed that the Joint Stock afore- said of the Canada Fire Assu- rance Company shall not exceed the sum of One Hundred Thou- sand Pounds current money of this ^^gj^^^ Province; divided into Four Thou- £25 each. SAND ShARES OF TwENTY FiVE Pounds each. And from and after the nineteenth day of August one thousand eight hundred and forty, any person orper- Capital £100,000. sons and I sha^ he, fit. 8 fu th sa ai iV n a s n pro- and bre- eed [)r. bis nr- It sons may subscribe for, hold, have and enjoy any and so many siiare or^ No person to 1 A • II j» /• 4 _ ^ hold more thftii shares not in all exceeding forty, as 40 shares, he, she or they may or shall think fit. Nothing in this clause shall, how- ever, be construed to prevent any per- £ut may ac- son or persons from having and hoi- ?"*;«? *l!!*u*' J. ^^ .. A* A aU tent of 80 sha- ding, at any time or times after the res, 3 months lapse of three months from the day^' *If,,^®"»- t*^ t r^ 1 11 "^ pany shall com- that the Company shall commence mence opera- operations, any number of shares**®"** not exceeding in all eighty shares. Article Ilnd. And it is hereby i^^t^Xn' further covenanted and agreed that, hers, their heirs the shares in the Joint Stock afore- *"^ "'*»""• said of the said Company, shall be, and the same ai'e hereby vested in the several persons whose name or names, firm or firms, style or styles are hereunto subsciibed, and in their several and respective heirs and as- signs proportionally to the sum or sums which they and each of them may or shall subscribe: and such who on con- proprietors (having conformed to the acT"^ ''' *^'' stipulations of this act) shall seve- rally and respectively be entitled to»{»a" be enti- receive from and after the period when the said Company shall have been actually established and in ope- ration, the entire and net distribution a3 • •hare of Pro- fits, fce. And hare one vote for each share, at every general meet- ing. Which vote may be given in person or by prokv in writ- ing (except from persons refiding in the City, unless prevented by illness or ab- sence.) No proxy al- lowed to vote unless a pro- prietor. No proprie- tor to be enti- tled to more than 25 votes altho' the num- ber of shares he may hold should exceed 25. No more than 50 votes in his of one proportional part or share of, and in the profit and advantage that shall or may therefrom arise and ac- crue, and so in proportion for any greater number of shares which each and every such proprietor or pro- prietors may own ; and such pro- prietor or proprietors shall have votes proportionally and according to the number of shares, which he, she or they are possessed of and hold in the said Company (one vote for each share and no more) at each and every general meeting of proprietors, to be called and held as hereinaAer ap« pointed, which vote or votes may be given either in person or by proxy appointed by writing by said pro- prietors, save and except those who reside in the city of Quebec, unless prevented by illness or absence : Provided that no person or persons shall vote as proxy or proxies unless he, she or they be a proprietor or proprietors in the said Company : And it is further provided that no proprietor or proprietors shall be en- titled to or have more then twenty five votes although the shares he, she or they may hold or have in the Joint Stock of said Company may exceed that number, nor shall any proprietor, in his own right and that of PI fifty from] teml and of proxy, be entitled to more than^^jjjR'jt^»n<* fifty votes ; And provided also that, * * '"'^* from and after the first day of Sep-''**"^"**- tember one thousand eight hundredJJ® ;«"»". «"" , _ , o , , titleo to ?oiit on and forty, no share or shares so heldaharet not re- as aforesaid in the said Company gjU^^g^^^^^JJ shall confer any right or privilege ofprerioui to ge- voting at any general meeting of pro-"*"* "*•***"*' prietors as aforesaid, either in person or by proxy, unless the holder or possessor thereof shall have caused the same to be registered at the oflfice of the said Company, for at least three months preceding the date of said general meeting. 4rtic;le Illd. And it is hereby ]?«»"»«" &»f- further covenanted and agreed, that p^y to bf SS- to direct, manage, carry on and su-n^sedbyTDi- 'Aj*!- i/r* L* rectOTB, to be permtend the general anairs, busi- chosen fVom ness and concerns of the said Com-J";j"8»*^^'^: ^ . , holders, and pany, seven persons, for the time holding at least being, proprietors, each and every of^^jjjf JJ^^^^^^ them, of at least twenty shares in the& resident in capital Joint Stock aforesaid of the^Jeblc""*^ "'" said Company, and being subjects of Her Majesty, resident in the County of Quebec, shall be chosen and become Directors at the time or times and in manner and form as pirgt Board hereinafter it is provided ; and it is of Directors hereupon further provided, declared JffAct? ^^ and agreed upon, that Louis Massue, j^^^^^^ Edward Burroughs, Vital T6tu, li i ! , \ i !:■ 1 a which 2 George Okill Stuart, Charles Tur- geon, Fran^ois-Xavier Paradis, and Charles Maxime DeFoy, Esquires, are, and they are hereby declared to be, in virtue of this act, the first Board of Directors, of and for the said Canada Fire Assurance Com- pany, and shall, for the purpose ..JfiTS® aforesaid, remain, continue and act until 1st Mon- ' /. . i « i m day in Fe-as Dircctors aforesaid, for and until bruary 1842. ^^^ ^^^^ Monday in the month of Fe- bruary which will be in the year one thousand eight hundred and forty When & on two, wheu, and on which day, two nch day.after , . . i . •' t weeks pre-weoks provious uotice havmg been viousnoUcegi-griven in both lanffuasfes in one or Ten,anewelec-o & o up i ,j • lion to lake more of the newspapers published in place. Quebec, a new election will take Jn Siir^iTI-*^ P ® ^° ^^ renewed annually on the Xr ^ ^'^^" said first Monday in February ; such Election to be ®^®ction to be couducted ' by the conducted by Stocfcoldcrs, voting by Ballot, which ders Sgb; shall be deposited in the Ballot Box i>aiiot, &c. in the Company*s Office, till two o'clock in the afternoon of the day of election, when it shall be opened in the presence of at last three Direc- tors or proprietors, and the Ballots therein contained shall be ascertained ; and verified, and the seven persons duly qualified that shall be found to have the greatest number of votes, shall be declared duly elected : Pro- ■f •V. 'ries Tur- Mis, and psquires, pared to l^he first for the ,'© Corn- purpose and act »nd until I of Fe- ear one d forty y» two [5* been one or shed in " tate on the I such y the which Box two ay of d in frec- ilots '^ned ons I to es, ro* vided however, that four of the seven ^ ofuir' ^** Directors retiring annually, shall beDirectora^'reti! re-elected, and that nothing shall j;|j;8,J^" ^^ prevent the other three Directors, so the remaining retiring, from being re-elected, ifeiecTJ if'dS; duly qualified. In the event of any qualified, vacancy in the legal number of Di- Vacancies how rectors for the time being by death, °'''"""''* . absence from the County (without v^ 5 the consent of the Directors) form„. «,. . , , , -'.10 oe filled up more than three months at a time, inability, disqualification or other- wise, the same shall, within three within 3 weeks weeks from the period when the said*"" vacancy shall be reported to the Board of Directors, or as soon there- after as possible, be filled up by the % ^^ per- j 1 ft* J u u • son having the person, duly qualified as such, having greatest num- the greatest number of votes on thej^g^^^^oj^^j^n Ballot, of the last general election, after the 7 eiec- after the seven previously elected,*®**' and the new Director or Directors ^Jj^y^JJ^J'^ so elected shall only serve for the of predecessor, unexpired period of his predecessor. In the event of any vacancy previous J^Ju^to^'842 to 1842, to be filled up by the Di-tobe fiUed up rectors. by Directors. And it is hereby further provided, that the said Directors, for the time The Directors being, shall name, from their body, alSeirTodjI^'^^^ President, Vice-President, andTrea-Presiden** surer forthwith, and thereafter, an-anrTreasurer. nually, at their first meeting, after office of T«air T^'n" ^" *« see fit. The Prl J "^ I>'rectors ^A^-absence. theVfclpl'"^ *^' '«'^ WJ** rr the absence of h^?hl*u^."'' «'«J '» vice-P,4iZt •^ve''y question m^t- •*^''^ectors. ^ or his J)eputyfS Sm L^""^' •Directof, statins' th^ nh.f f '° ^'"^'i JVo Director ivr^ w^. S&'td^ro?^;:ft^^^^ be •Si iwSS'in the said Cnl^ ^ ^*" '''« serWces. -onabje com- President and T.? ' ^^^^P^^^g" the I v m shall *spatch ■^.fiU the in his and in m cho- atthe ''ectors. 'ure or tied in ail be s pro- njore doling' JVo ^lled ' the ai?d I be Jcre- Jacii tter be or be ly 3- 9 sdtidn ds the Directors may or shall see fit. Article IVth. And jt is hereby further covenanted and agreed that the said Directors, or quorum thereof Directors to as aforesaid, being duly assembled gel^^^-^*^' at the Compan/s office, shall have Aill power and authority to make, or- dainj constitute and enact, all and every and so many By-Laws, rules j v orders and regulations not repugnant to the statutes, customs or laws of this Province, or to the express sti" v - pulations of this act, as by the said Directors or quorum thereof, shall be judged expedient and necessary, as well for the direction, conduct and good government of the said Com- pany, as of the property and es- tate by it held, and the same to re- voke, alter and amend, as in their opi- nion will more effectually promote the purposes of this association; Provided always that no such By- Proviso. Law or By-Laws, rule or ruleS) or- No By-Laws der or oitJers, or any repeal, altera-?^: ^ »»▼« «f- % •'i /» /. feet until sanc" tion or amendment thereof as afore- tioned w at said, shall have any force or effect {®^"'^2^^.^f until the same shall have been duly sent at aV^- sanctioned and confiiinded by at least ?.®J^L'"r,V ilf ,.,/,, / . legally callea* two thirds, of the votes and proxies present at a general naeeting of the proprietors of the said Company^ le- 10 mitted to Stockholders annually on gaily called in manner hereinafter di« And the samerecfed and provided for, and until the duiyregiBtered-gg^g shall thereafter have been duly registered in the Book of the By- Laws of said Connpany. Article Vth. And it is hereby Directors to further covenanted and agreed, that LXl'ounts^e said Directors, for the time being, of the Compa-or quorum thereof, as aforesaid, shall ny's affairs &c.jjggp or cause to bo kept just, true and fair accounts of the affairs, busi- ness and transactions of the Com- To be sub-P^>^y> and shall submit at a general meeting of proprietors, to be held on the last Monday in the month of Ja- da^ '*J.*j™°"'nuary one thousand eight hundred ^y anua-g^jjj f^^^y ^^^^ ^^^^ thence on the same day annually, an account or clear and correct statement made up and closed to the last day of Decem^ ber proceeding, V7hich shall be by And referred such general meeting referred to a comSe ofspecial Committee of Audit, com- f^^'^j^J^g "Opposed of not less than three Stock- stockho?ders. holders (not being Directors or Offi- To report to cers of the company,) to report there- next gen^ai on to the next annual general mee- meetmg c. ^.^^^ ^^ previously if they see fit, with power to the said Committee or any three of them (being assembled at the Company's Office,) to call for and examine all Books of Accounts, Pa- pers, Vouchers and Officers or Ser- m II pnn whc divu rect clai and SUIT dinf nur saU iof I pri> i gei ce] tio ar( po foi E re C a fnafter di- until the >een duly the By- s hereby ed, that e being, aid, shall St, true rs, busi- e Corn- general held on th of Ja- hundred on the 5ount or ^iiade up Decern - I be by d to a ^ corn- Stock- 3r OflS- t there- mee- lee fit, ttee or bled at or and 5, Pa- ' Ser- 4 11 vants of the Compan7..«.The Di- The Direc- rectors shall declare and pay semiJJJJ *a/^eS^ annual dividends to the proprietors annual divi- (at a per centum to be fixed and de-^®"^ ^* termined on, from time to time, by the Directors) on account of capital paid in in cash (all contingents, costs and charges, losses and expenses being first deducted) ; and shall publish in Time and one or more of the News-papers S^ent to**^bJ*^' printed at Quebec, the time and place p«t>iiBhed. when and where payment of such dividends are to be made. The Di- The Direc- rectors shall settle and pay all justJ^'J ^^^ "^f « claims or demands for losses by fire ; just claims for and shall also appropriate all suchl^-i^^y.^-: sum or sums of money (not excee-propnate ding eight hundred pounds per an-^^o'^yfnot num) to defray the expenses of the acceding salaries of all Officers and Servants numj C p?y of the Company, fuel, stationary, ^^^^^^^ f»J . . J ^ . '^^ ' .*^ contmgents&c. printing and other necessary contin- gencies and expenses, save and ex- cept oflSce furniture, printing and sta- And sueh tionary for the first year. Aqd they^^»^«r *"«» »» •^ . 1 • ■» J naay be neces- are, moreover, authorised and em-sary forthe powered to expend such further sumsPV^^i*® .°^ r u J r T" Fire-Engmcs. for the purchase and repairs of r ire- Engines, buckets and other appa- ratus, labor and contributions for pre- venting fires as the interest of the said Company may demand. Bl 12 Article Vlih. And it is hereby further covenanted and agreed that The Dir«c'the Directors, (not less than five to"»gn'JJJ^j* present,) shall elect and appoint a toTppomt?" 'Secretary and all such Officers and ^Sf'**^«.I« Servants as they shall see fit, on such other Ofticers. if . ' terms and with such salanes or re- muneration as they may conceive (air and reasonable for their respec^ Subject to tive services, subject to be displaced u* ♦u^IllJlS^by the unanimous votes of at least by the unoni- / n j « mous votes of five Directors at a meeting called by ?Mtoraat\^^'^® President, or, in bis absence, the meeting caUed Vicc-President, present for the ex- for ^ that P"'- press purpose. The Dii«c- Thc Directors, shall also appoint *°"^<^„^PHfa person whose duty shall' be to en- a person to vi- r J, n i • « sit risks and quirc iMto and examme all claims for adjust losses j^gggg ^y gfg^ gy^j submit his report thereon for the consideration of the Directors; he shall also visit, exa- mine and ascertain the nature of all , risks and the amount thereof, and fix the rate of premium according to the tarifi* to be established, from time to time, by the Directors, as the tariff* rates of the said company, and shall have such a superintendance over " the affairs and business of the Com- pany, as may be prescribed by the President and Directors, and shall , comply with the resolves of the Board in the discharge of the duties of lioi m< I I hereby >ed that lan five ^poiot a •n and « such or re. [onceive respec- splaced at least lied by -e, the Je ex- Ppoint to en- nis for report ►f the exa- of aJi and ^gto time tariff $hal| jp ■ft" IS of his office; the Directors may TobetheSe- lK)wever have these duties perfor-J^^ »f ^^ med by the Secretary if they see fit. Article Vllth. And it is hereby further covenanted and agreed that the said Canada Fire Assurance Company, formed by this act, shall „y ^ do^'^o not, directly or indirectly, engage *"2m to*"iSure or be concerned in, do or transact against fire? any commercial dealings, trade or business whatsoever, assurance of property against loss or damage by fire alone excepted ; and the Com- pany shall not, in any manner or way whatever, lend any money or monies., Not to lend on mortgage or mortgages or Aj/pa> Mortgage. thdque on real or immoveable pro- perty ; nor hold or acquire any laJ^^s *^r hoWjreai or tenements exceeding the value of inc £2000 in two thousand pounds currient moneys™- of this Province : Provided, however, Proviso. that nothing shall prevent the Di-TiiattheDirec- rectors, for the time being, or anyj""*!'*"^^*®' « - ', . o*. "^ unanimoas at five of them, unanimous and consen- a meeting of ting, at any meeting of the board, |^J^«"^S called for that purpose, from inves- portion of the ting, if they see fit, such part org^jjli;.."*^ portion of the funds of the Company (as may be at their disposal and not otherwise required for the exigen- cies of the said Company) in such Bank or other Public Stocks, Funds or Securities, legally established b2 ten as they shajf «« fi ?5 'l *° °'^ tyts" SS'ii"' i" ■■«■ G«-»~i m«. that all eenp«l .^ ?*^ °"*' "S^eed •"•^ittpe™. in two or morfl «»«!» ^"S«. g-iven , ^ s.«*^.. 'he , City ofXt? '^|?'»r «hi„ leg^ meeting. ^6 StOckoIders be Dlesen* f K^ A Chain... Shall before proceedi„f ^ Km • ^° "? SecretJ? appoint a Chairman . § '° ''"siness, to be eppointedto rvrnn,! ,V"airoian and a Secretarv ^r ting^ GlnerT'^''^^^ °^'he S T, . e.. cafed by Sorr "?C. «^«" b« T.b...„«,cali;d byoSofTu'T '^"" '^ ».t'5j°'*«'' a« Jhey lee fit f a^' w^' ^^ w 15 s^.quired, bv anvfiftL' ^""^ ^hen re- ^Si.nPrietor; i4«HTptSs.w'"°'*r- leutsoo' "three hundVerf «ifo ^"S" at least "7- Stock 5?KotpZ'." it -P««' .''a3r,'J°''?f«ers«,ay be' dieJ tn«! xs^^decSTpoT^t a'; tr ''^ " - ---saveand'exVe;,rj„crb';i--^^^^^ ^^^ same * aoof. the be. 'd.Coin- 1ft liter coiUair ' J id any report of Di-tiOMd in any tors to such general meeting, or as JJJJ^ »^'^w- luch general meeting shall have beenwueh pnviow specially caUed for, to deliberate, re-^^^,. solve and decide upoo^ and as shalleo. lave been specified in the notices [calling the same, or of which an entry I shall have been made or notice given in writing at any general meeting held immediately preceding; and no mat- ^^^ j^^ ter shall be decided except by a ma-eieept by a jority of the votes and proxies present, ^''^^^ voting according to shares. liapment. Article IXtb. And itisheieby further covenanted and agreed, that it shall and may be permitted and le-*S?^JJjf^,f gal, by and with the consent of tfaeDirectori, may Directors of the said Company, or$S^ "^^^ quorum thereof for the time being, for each of the proprietors, for the time being, his, her, or their heirs, executors, administrators or assigns, to give, sell, alien, devise or dispose of his, her or their respective share or shares, risk or interest in the said Canada Fire Assurance Company, to any person or persons (but stock may be acquired by Inheritance without consent of Directors) and such person or persons and their res- To persons pective assigns (having signed this ^"^X*?f the act, and conformed ta all and every Company, the rules and regulations of the said b3 16 Company) shall thereupon become a proprietor or proprietors of and in the said Company, and shall be en- tilled to all and every the rights and privileges, profit and advantages in the said Company, and therefrom arising as the original subscribers to this act of association are entitled to, under and by virtue thereof. Provi- JJJ^'JjJPJJJded, however, that no person or per- boMiM pro- sons who, at any time or times here- SSJ?" woStl®^^'^* ®*^®^* ^^ "^^y become a sub- &e. untu aiiscriber or subscribers in this Com* tort of stock share or shares therein, can or shall are ptid. ^^ proprietor or proprietors thereof, or claim or receive any dividend or dividends of the profits of the said Company or have any vote or votes, or privilege, or be qualified to hold or have any office, situation, or place of trust or emolument in or under the said Company, until, he, she or they, the said subscriber or sub- scribers, shall have made and paid all And they shall ^Pd ^^^i^y depositor instalment de- have obtained manded from the proprietors of Stock to^uSf effect, in the said Company for the time being, and shall have obtained a cer- tificate to that efi*ect, signed as herein- after provided, and all, every and Persons seiung each proprietor or proprietors afore- '"** said who at any time or times here- IT fter shall or may sell, alien, devise, queath, give or dispose, and trans- fer in any manner or way, and in such form as may be agreed upon by the Directors, of all his, her or their share or shares in the Joint Stock aforesaid of the said Company, ceaM to be to any other person or persons what- ■»«*»«• ^ soever, being approved as aforesaid, (h>m Stun shall thereby and qi«o facto be exo-jjjjgj«»a**y " Derated and discharged from all and*^ * every future claim or claims of, from, or by the said Company and cease to be a member or members thereof. All transfers of Stock shall be made Transfers of in person or by proxy in writing, ®*««'',*»j»« ■^•1 t •'i. ^ ^ .1 Tk. ° contained in a agreably to such form as the Direc-book. tors shall direct, in a book kept for. that purpose to be termed *' Trans- fers of Stock.'* Article Xth. And it is hereby ^^^^^^^^ further covenanted and agreed, that payable, the amount of the said shares, so as aforesaid subscribed hereunto, shall become due and payable as follows, Every person that Is to say, each and every sub-««^«'n5'!"8^'o ., i_ •!- L / pay to the Di- scriber or subscribers hereunto, res-S^^ors witiun pectively, shall, within ten days from^^n^^yi^J*"- J A *i- A« *• tZ u ^^ each share, and alter the time or times, he, she, and the further or they shall or mav subscribe, pay or*"" ®/.^ ■' , . , • , TV? *" ^ upon each cause to be paid unto the Directors share in pro^ of the said Company, for the time»^-Jg Jjj! being, or to their assigns, the sum ofmand. • , 18 one pound five shillings current mo- ney of this Province, for each and every share he, she, or they, the said subscriber or subBcribers, shall or may have subscribed for and taken in the said Company, and the further sum of five pounds, for each and every share, in such good and ap- proved promisoory note or notes of hand, payable on demand, to the ap- probation and satisfaction of the Di- rectors, or quorum thereof for the time being as foresaid, as shall or may be approved and accepted by the said Directors or quorum thereof as aforesaid, and in such form or forms as they shall or may appoint : Pro- ProDUMoiyvided also that said notes shall be, new^^ whenl^y ^^0 pcfBon orpcrsons respectively required. so paying or depositing the same, renewed or changed so often and at such time or times as the Directors for the time being, or quorum thereof as aforesaid, may or shall think fit or proper to demand or require, — And These depo-thc Said deposlt or instalment of six *md ^notS^^to Powi^ds five shillings per each and remain in pM-ovcry share subscribed, in cash and JStM? dL^ "^^^ *s aforesaid, shall from hence- the eiistence forth and at all times hereafter during of the Mwcia.^|j3 pg^^ of this association remain deposited and in the possession of the Directors of the said Company 19 or the time being ; and in case of in cue of ny loss or losses whereby the sai(IJ{^""*j^»^jjJ deposit shall be lessened, no subse-by iosmi, 'no Iquent dividend shall be made, until aSi*„"™ ^t sum equal to such diminution and paid untu such arising from the profits of the Com-l^^'^S;;^^ pany shall have been added to saidproflti, deposit. Article Xlth. And it is hereby further covenanted and agreed that » . . 1 • . / • 1 , 1 Remaining the remaining sum of eighteen pounds jcis iss. on iifleen shillings, current money afore- JJ^^p^J^^^^^^,^" said, for each and every share somandedby di- subscribed and taken as aforesaid, '®®^"' shall be paid unto the said Directors for the time being as aforesaid, or to their assigns, at such time or times and place or places, and in such in- stalments, as the Directors, for the time being, may, from time to time, «„, „« . . , OA // , , , ' But no instal- appoint: rrovided, however, that no ment to exceed instalment shall exceed one pound ^^^J** Pf[^ i^^ five shillings per share, nor shall demanded un> any future instalment be exacted or^^iSSS;"^®**^' demanded from the said proprietors as aforesaid until thirty days pre* vious and public notice be given in at least one of the news-papers publish- ed at Quebec. Penalty of five pounds per Article Xllth. And it is hereby of»hJJi^o^""* further covenanted and agreed that^o" payment .- . ^ • . /» of deposits or if any proprietor or proprietors of any instalments. ?.■:.,♦■>• 20 share or shares in the said Company shall or may neglect, refuse or delay to pay and make good, at such time or times, and place or places as shall or may be legally appointed as afore- said, any instalment, deposit or call not exceeding the amount of his, her or their share or shares as may or : shall be at any time or times here- after demanded for the use of the said Company in manner aforesaid, he, she or they, the said proprietor or proprietors, so refusing, delaying or neglecting, shall forfeit, for the use of said Company, five pounds per cen- tum on the amount of the share or shares held or owned by said de- faulter or defaulters ; and if the said instalment, deposit or call, together with the forfeiture or penalty afore- said, and all charges incurred by ^A»d ""aiey reason of said delay, neglect or re- ^gether'^Withfusal shall not have been fully contri- penaity, in 2i)uted and paid within two months months, the ^ . "^ , , , whole Stock orafler the same ought to have been ted. defaulter or defaulters shall lose and forfeit to the said Joint Stock afore- said, all his, her or their share or shares therein together with all his, her or their former deposits or ins- talments and all dividends, interest and property in the said Company. 21 [And any proprietor or proprietors Proprietors !who shall refu&e, neglect or delay to ';;|*|*|!;;.^r«'- I , , , '-', , . • J new ineur notes [renew or change his, her or their oe-when demand- posit note or notes as aforesaid (orjJr'jJj'Jfth^ such part or parts thereof as may re* amount of main due or unpaid) when the same***^^'^*'* shall be' duly demanded or required in pursuance of this act, he, sheer they shall forfeit, for the use of the ^ said Company, five pounds per cen- tum on the amount of his, her or their share or shares therein. Article Xlllth. And it is hereby Treo... it to further covenanted and agreed, that JjJJ^^^^iJ*;.^;!^ the Treasurer, shall have under his and notes con- charge all cash and notes convertible eSh!*^®*"*° into cash, belonging to the Company, and shall, from time to time, and as To examine often as may be required of him (not counts and 8?gn less however than once in eacha"»ontwy .1 V • ^1 I 1 J statement. month) examme the books and ac- counts and sign a monthly statement, ^^ .uSi't which shall be subject to the inspec- to be subject to tionofany Stockholder for the timeJr'Jj'^Jotk" being, and shall also see that all^^oWer. monies be accounted for and depo- To see sited (at least once in every week) ^^ aL^untld in such Bank or Banks or otherfor and depo- places of safe deposit and keeping, Jj^^^J^^i^jt as the Directors may appoint, and «uch Banks shall leave in the Company's Office "ay appSnt. all the book or books kept with such Bank or Banks, or otherwise howsoe- account for t^ deeds and se curities. 22 Company withver, and Id all respects shall comply such bank or^jth the ordcrs and resolves of the Directors see Board of Directors. In the absence ^^ of the Treasurer his duties to de- inthe absence volve on such Other pcrson as the of the Treasu- tv* * • * rcr his duties Directors may appoint. to devolve on ' iMrectol-rmr '^'^^ Secretary, or such other offi- appoint." "**^cer as may be appointed by the Di- The sccre- rectors, shall be charged and en- t*h7 ch^jeTf***"®^®^ 0" *® ^^^^ ^^ *® Company all books/ only) with the safe keeping of all j„j . Books, Papers, Deeds, Securities, Accounts or other documents or wri- tings appertaining or in anywise be- longing to the Company (cash or Except cash"^^®^ convertible into cash, alone ex- and notes, ccpted) and shall, moreover, be en- To be entrust- trusted and charged with the ma- mana"gtent''of "^S"?"^®"^ °^ ^^« Company's affairs, the Company's business, Correspondence and con- business &c. gems undcr the controul of the Di- Under con- rectors in their collective capacity. Directors.* and shall comply with all such direc- tions as he may from time to time receive in the discharge of his duties. Article XlVth. And it is hereby %vhen £45,000 further covenanted and agreed that is subscribed] gg gQQj^ gg jjjg gy^ ^^ fQj.jy g^g thousand pounds, current money aforesaid, or more, in part of the joint Stock aforesaid, of the said Cotn- pany, is or has been subscribed for and ta thousfi pound of ban well hands time script Dire( said, New Vince readj graui gains there rum are issu< agai intV risk raw tna; din GUI for de as bli til C C S3 and taken up; and the sum of eleven And sn^s thousand two hundred and fifty jj^^^j^ pounds or upwards in cash or notes notas. ^ of hand as aforesaid is or has been well and truly paid and placed in the hands of the said Directors for the time being on account of said sub- scriptions notice shally by the said Directors, or quorum thereof as afore- said, be given in two or more of the News-Papers published in this Pro- J^'^^^jJ^ vince, that the said Company is i« ready to ready to commence making andS*bl ^^ granting Polices of Assurances a-*j^*> w more gainst loss or damage by fire . . <. . And *^*' *^"' thereupon the said Directors, or quo- rum thereof as aforesaid, shall and are hereby authorized to grant or issue such Policies of Assurance against fire at Quebec, or elsewhere, in the name and for the account and risk of the said Canada Fire Assu- rance Company, as the said Directors may see fit, not in any one risk excee- ding the sum of three thousand pounds ^I^ current money aforesaid : and to ask for and demand and receive, in consi- ppgmiums to deration of the same, such premiums be eatabiuhed as may, from time to time, be esta-^w m* the"t^ blished by the Directors or quorum jjff"t«» of** thereof, as the Tariff rates of the said ^^^^^^' Company. The Proprietors of this^, J^^JjJSf Company shall be entitled to an ui abatement RiikB not to ezceeed ^63000 24 upon inau- abatement or discount on the amount ranees of their Qfp,.emium paid bv them for insU" own property. r , , ' , < i • i _!• .ranees (the rate of which discount shall be fixed, from time, to time by the, Directors as they may or shall deem expedient) on property real or personal, bondi fide their own, or Upon any on their Undivided share of any joint cTerg£iwrP^^P^^*^y 5 but no proprietor shall be annually, for entitled to such discouut upon the may hofd^S^^^o^^t of property insured exceeding for not more one huudied pounds, annually, for than 30 shares. « • * • / ^ "^ i. each and every share (not exceeding* But no dis- ihii'ty shares (which such proprietor count to be niay hold in the capital joint stock allowed on ^ •: ^ i : j« Stock tranfer-of the Company, but no discount to ^«jJ^^Y^**»J!^**^^ be allowed in virtue of stock tran^- viousiy allowed forred within the year, if previously to assignor, allowcd to assignor. Provided, howe- Erery policy yer, that all aud every policy or poli- or other con- . /. i i tract to declare cies of assurauce, and renewal or re- that payment newals thereof, or other contract or shall be made . ' , ^ out of the Joint instruments, by the terms or effects bel^paidtn,*'"" '^^^^^o^ the Said Company shall, and' at the dis- may. Or cau in any manner or wav Kreitors!"' whatsoover be charged with, or made liable for the payment of any sum or sums of money, shall, clearly, specifically and specially declare and make known (in such form as the first Board ofDirectors herein named and appointed shall prescribe) That payment of such policy or other con- 25 insu- tJount le by shall Jalor or joint II be (he ding* 9 for ding- ietor tock t to ans^- )usiy )We- poli- ;' re- t or sets all, i^av or inv 'y; nd le Jd 1- tract shall be made out of the Joint Stock subscribed paid in and at the disposal of the Directors of the Ca- And that no nada Fire Assurance Company forEr'sJ^,, °; the time being, so far as the same liable, indivi-? may go but no further ; and that no ^^X To" proprietor ^r officer of the Company portion accord- may or can, in any manner or mayS'lJjJe^'in whatsoever, be charged with or the capital made liable, individually, for the pay- ment of any sum or sums of money in and by such Policy, Renewal contract, or agreement, to any further or larger amount, than his, her or their proportion or proportions with poiicies,Re- the other Stockholders g-enerally, ac- "fwais and J. ^ u* u *u • 1- Certificates of cording to his, her or their share or stock to be shares in the Capital Stock of thessn^d by the CTfc ,. ^ « 4 President and ompany. Folicies of Assurance attested by the and renewal receipts, certificates ^^^^ch^^mceV&s Stock shall be sig'ned by the Presi- Directors may dent or Vice-President, and attested *pp***"** by the Secretary or such officer or ^^^^^^^ ^^ officers as the Directors may appoint, the Bank to be Checks on the Bank or Banks for^f^^^^^^^^^n^^ payment of claims for losses by fire, »» Ws absence, or for other objects as maybe or- Jjacouiter^**'* dered by the Directors, or quorum jjsned by the thereof, shall be signed by theTrea-gJch o^ther°^r- surer, or, in his absence, a Director, J^"^^ ^^ di- and countersigned by the President IppST^ or such other person as the Directors may appoint ; all other contracts or ,a", ^^^^^^ •^ * » ' contracts to be c2 96 signed by per- agreements sanctioDed by the Direc- 8on appointed tors or quorum thereof, shall be by the Board* j i. i_ Signed by such person or persons as may be appointed by the Board. And the proprietors or siibscribers of the said Canada Fire Assurance Company hereby declare and make No contract '^"^w" ^^^^ "^ PoHcy. engagement can be entered or Other contract of any nature or iintak^^ex^^'n^ soover shall or can legally be i>re88 restric- entered into or made in the name of ment frlm^Jhe ^^^ Said Company, unless and excep- Joint Stock, ting the same shall contain and ex- press a limitation or restriction of payment thereof to the Joint Stock A„j ^. .aforesaid ; and shall have been duly And Designed . , /. .j j r • ^ as aforesaid. Signed as aforesaid ; and hereby re- nounce and disallow all obligations, as aforesaid, made in the name of the said Company, and not containing tioi?*te"JSt"^^® aforesaid iestriction of payment ted Directors to the Joint Stock aforesaid ; and if L'tc'omtgany Policy, renewal of Policy, or parties to the other contract or instrument be made peJlSSiy*^ **®or issued or negociated in the name liable upon the of the Said Company being duly *' signed as aforesaid, by any Director or Directors, or other officer or offi- cers thereof and not containing the aforesaid limitation or restriction of payment, such Director or Directors or other officers so signing, issuing or negociating the same, shall, in same or 27 rec- be as their natural and individual capacities, become liable and responsible for the to forfeit their payment or fulfillment thereof, and'^'^'^®^' shall also lose and forfeit, for the use of the said Company, all his or their share or shares, interest or interests, deposits or instalments therein ; and^^^^jg ^.^^jg. be discharged from his or their office sed from their or offices, situation or employment®®*'®^* in and under the said Company. Article XVth. And it is hereby further covenanted and agreed, and publicly expressed and explicitly af- firmed and declared by us the sub- scribers hereunto, that the Joint onifyuibif°fi Stock subscribed unto the said Ca-J^e debts of the nada Fire Assurance Company and °"*p^"^* placed as herein provided at the dis- posal of the Directors thereof for the time being is, and, at all times hereafter, shall be, alone and only, res- ponsible for, and liable to the payment of any debt or debts, due or dues, claim or claims, demand or dema.ids upon or against the said Company ; No proprie- j r tor to become and no person or persons who are individually re- noW, or at any time or times here- sponsible, after may or shall become a subscri- ber or subscribers or proprietor or ^ proprietors of any share or shares in- the Joint Stock aforesaid, is, shall, may or can be personally or indivi- dually, or in any way or manner c3 i».'' sd In all suits, senrice of Pro- cess at the of- fice of the Company to be sufficient To compel the President fip Directors to defend suits at law against the Company. All recove- ries against Directors to be binding on the Company so as to render Joint Stock liable but no f^ rtbir. whatever I'esponsible for any enga- gement or engagements entered into by or in the name of the said Com- pany, nor liable to pay any sum or sums of money, debts, dues or de- mands of any nature or kind claimed or to be claimed against the said Company ; Provided, nevertheless, and It is hereby further agreed and declared, that in all and every suit or suits at law which may, or shall, at any time or times hereafter, be brought against the said Company, service of Process at the office of the Company for the time being, shall be he]d and considered by the proprietors of said Company as good and sufficient in law, in and upon the Joint Stock subscribed and de- posited as aforesaid, so as to hold and compel the President & Direc- tors, for the time being, in behalf of the said Joint Stock Company, to ap- pear and plead to, defend and appeal any action or actions, suit or suits at law, in any of Her Majesty's Courts of Law in this Province, as such action or actions, suit or suits may or can legally be instituted against the said Company ; and all recoveries had in manner aforesaid against the President & Directors for the time being,, in behalf of the Joint Stock 29 aforesaid, shall be conclusive upon the said Company so far as to render their whole Joint Stock, so as afore- said subscribed, paid in, and at the disposal of the Directors for the time bein|7, liable, , but no further, nor and no other Stock, property or funds whatsoever. Article XVIth. And it is he- Prowrty of reby further covenanted and agreed, J^Sted 1n^ and for the purpose of carrying inlog:^*^*"^ ^. ef!ect, fullyt the principle of Asso-trll!? for the ciation en bommandite upon which Co"P"»y* this Company is established, all lands, tenements, goods, chattels^ debts and effects, and property ge- nerally of all kinds, nature and des- cription whatsoever, and, particu- larly, all rights of action, are hereby vested in the President & Directors for the time being and their succes- sors in office, in trust for this Com- pany, and each stockholder subscri- bing the articles of Association, shall and he hereby doth assign, Rights in- transfer and convey to the Presidentatitute & dc- and Directors, for the time being, kf^ J^teS' in their successors in office, all riffhts of*® Preaident , ' /• t ••••'1 HiMSM«