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 I. ,.; 
 
 PROSPEGTUS 
 
 ANI» 
 
 CHfiEIER OF IMOORPGRATI0N 
 
 OF THE 
 
 CjMBI^^ of jIUEMt, 
 
 CAf'IT A L> $500,000 C U RR E N C Y.. 
 
 J. H. AsBDowu, E^ 
 Ri J: Whitla,18Q. 
 S. 0. oHGREY, Esq. 
 
 S: A, D» Bekts^nd, Esq. 
 Jam^ BfiDiioiiD, Esq. 
 D. H. Mg4|iu.aS, Esq. 
 OBbaoB^W. Baker, Esq. 
 
 B. D. KieHAJtDSON, Esq. 
 L. W. CoiJTi^ii^^ Esq. 
 Alfred Jones, Esq. 
 
 f iittket*. . . - . . THE BANK OF OTTA^ 
 JHauagw. ■■. . ALFRED JONES, Esq. | Soiiritot . L. W. COUTLEE, Esq. 
 
 -i f »-^^;^*^->" — *- 
 
 times" steam boo% Ai»D job pbintino hou«e. 
 
qq^^^tC 
 
 1 
 
 E 
 
 S 
 
PROSPECTUS 
 
 AND 
 
 CHARTER OF INCORPORATION 
 
 OF THE 
 
 MtUkk f.m\k ti^zikm fin hmm 
 
 CAPITAL, $500,000 CURRENCY. 
 
 J. H. AsHDowN, Esq. 
 R. J. Whitla, Esq. 
 S. O. Shorey, Esq. 
 
 S. A. D. Bertrand, Esq. 
 James Redmond, Esq. 
 D. H. McMillan, Esq. 
 George W. Baker, Esq. 
 
 R. D. Richardson, Esq. 
 L. W. CouTLEE, Esq. 
 Alfred Jones. Esq. 
 
 IJankcr© .THE BANK OF OTTAWA. 
 
 JHamtger .... ALFRED JONES, Esq. | ^oliritor . . . . L. W. COUTLEE, Esq. 
 
 •►^sas^*-. i- 
 
 "times" steam book and job printing house. 
 
 1884. 
 
J 
 
PROSPECTUS 
 
 OF 
 
 
 CAPITAL, $500,000 IN 5,000 SHARES OF $100 EACH. 
 
 TiiE British North American Fire Insurance Company of 
 Manitoba has been formed for the purpose of carrying on the business of 
 Fire Insurance throughout the Province of Manitoba, and for that purpose 
 has obtained from the Provincial Legislature the liberal Charter of 
 Incorporation which is presented with the present Prospectus. 
 
 Owin'-' to the inability of the Fire Insurance Companies now doing 
 business in the Province of Manitoba to undertake the increased number 
 of risks constantly offering, and the advantage to be derived by retaining 
 within the Province a large amount of the money annually sent else- 
 where as insurance premiums, it has been considered that a local Company 
 with resident Directors would have equal facilities for the transaction 
 of Fire Insurance business, and would possess advantages over other 
 Companies in obtaining risks, while the profit to be derived would be 
 c/rcater than that of Companies whose head office and board of manage- 
 ment being at a distance could not transact business in the Province 
 with the same satisfactory results to both Insurers and Policy Holders. 
 
 The Company proposes as soon as a sufficient amount of stock has 
 been subscribed to enable it to carry on business under the provisions of 
 its Charter, to open an Office in the City of Winnipeg, and branch offices 
 in o^her cities and towns of Manitoba, and confine its business strictly to 
 the most desirable class of risks, offering as an inducement to insurers 
 
iv. 
 
 nitcH »iH low UH any other responsible ('ompany carrying' on huHinoHH 
 within the Province, and the advantage of prompt Hettlonicnts through 
 a Board of Directors resident within the Province, and ivhow interettts 
 are closely connected ivilh thoee of the in»urer8, 
 
 Exitcrionce shows that, (hiring a comparatively dull season, the only 
 other local Insurance (Joinpany doing InisinosHin Manitoba has been able 
 to declare a very satisfactory cash dividend, with a stock bonus in 
 addition. 
 
 Applications for shares may be addressed on the form hereto 
 annexed, and accompanied by a deposit of ten per cent., to the Manager, 
 at the Office of the Company, Donaldson's Block, Main Street, Winnipeg, 
 to Mr, L. W. CoUTLKE, the Solicitor, or to the Company's Bankers, at 
 Winnipeg, from whom blank Forms of Application for shares can be 
 obtained. 
 
 FORM OF APPLICATION FOR SHARES. 
 
 To the Directors of The British Forth American Fire Insurance 
 Company of Manitoba. 
 
 Please allot me Shares of $100 each in the 
 
 Capital Stock of The British North American Fire Insurance Company 
 of Manitoba, for which I agree to pay ten. per cent, per share upon 
 allotment, and other calls thereon as the same may be made under the 
 
 provisions of the Act of Incorporation of the said Company. 
 No. of Shares 
 
 Amount $ . 
 
 Signature, . 
 OccuiKdion, . 
 Address, . . . 
 
1KH+. 
 
 n. N. A. I'lHK INSUHAXCE COMPANY. 
 
 C\\\ iiti. 
 
 CAP. LXIII. 
 
 An Act to incorporate "The British North American Firo 
 liiMurance Company of Manitoba." 
 
 [AHscnted to JfHh April, 18^4.] 
 
 WHEREAS, James Henry Ashdown, Robert Jones VVhithi, 
 Samuel Orson Shorey, Simon Amablo Damien Ber- 
 trand. James Redmond, Merchants ; Dan Hunter McMillan, 
 Miller ; Robert Dennis Richardson, Stationer ; Louis William 
 Coutlee, Barrister ; Alfred Jones and (ieor^^e William Baker, 
 Brokers; have by their petition represente<l that the estab- f'reum 
 lishment of an association for the insurance of tire risk^• 
 wouhl be greatly beneficial to theinterests of the Province of 
 Manitoba, and tend to retaining therein a large portion of the 
 money annually sent elsewhere as insurance premiums, and 
 have prayed that they may be incorporated under the name 
 of " The British North American Fire In.surance- ('ompany of 
 Manitoba," and it is expedient to grant their prayer. 
 
 Therefore, Her Majesty, hy and with the advice and con- 
 sent of the Legislative Assembly of Manitoba, enacts at 
 follows : — 
 
 ble. 
 
 as 
 
 1. The persons hereinbefore mentioned and all such persons B,.i„g,, |s;orih 
 as now are or hereafter shall become shareholders of the «ai( 1 A.mu'i<^.ui h^^^^^ 
 company shall he and are hereby constituted and declared to incorporated, 
 be a body corporate and politic, in law and in fact, under the 
 
 name and style of " The British North American Fire In.sur- 
 ance Company of Manitoba," for effecting insurance against 
 fire and lightning, and as such to have perpetual succession 
 with a corporate seal and power from time to time to make, 
 alter, break or change the same, and by that name may sue 
 and be sued, plead and be impleaded in all courts whatsoever. 
 
 2. The capital stock of the said company shall be five hun- 
 dred thousand dollars, divided into five thousand shares of W^^ stock 
 one hundred dollars each, which said shares shall be and are 
 hereby vested in several persons who shall subscribe for the 
 
 same, their legal representatives and assigns, subject to the 
 provisions of this Act. 
 
 Provided always, that it shall be and may be lawful for the p^^^^.^^ j^^, 
 said company by by-law to increase its capital stock to a sum er°ea8t> to 
 not exceeding one million dollars, as a majority of the share- «i.ooo,ooo. 
 holders at a special general meeting to be expressly convened 
 for that purpose shall agree. 
 
 3. For the purpose of organizing the said company the per- 
 sons named in the preamble to this Act shall be the provi- 
 
 K 
 
 X 
 
Cap. O.S. 
 
 H. N. A. KlllE INSIJIIAM'E COMI'ANY. 
 
 47 Vie 
 
 ProvlBlniml 
 tllrcclurM. 
 
 OpcnliiK of 
 Htock liuolcH. 
 
 Mioiml (liicctors tht'ivof ; and tlit'V or a nuijority (tf tli(Mii,iimy 
 cause ^st()ck Itook.s to he onerud iijxiii giving imlili*- notift; 
 thereof, upon which Htock liooks shall be rtfConh'U the suh- 
 Mcriptious of such |)ersoiiH as desil'e to hecoine shavehohlei's in 
 the said company, ii'id such !)ooks sliall he op^-ned in the city 
 of Winnipeg and elsewhere at the discretion of the said pro- 
 visioiud directors, and remain ojh'U so long as they may 
 deem necessary. 
 
 4. Ho soon as fifty thousand dollars of the said capital stock 
 shall liave heen sul>seril»ed as aforesaiti, aiM ten per cent, of 
 the amount so subscribed paid in, the provisional directors 
 Flint KPnrmi , „^y ^,^^\\ ^^^ freneral meeting of shareliolders in the .said city of 
 Uibegrvon. Wunupeg, givuig at least ten days notice ot the time or .said 
 meeting antl the place where it is to be held in the MdiiUoha 
 Gazette, and in some daily newspaper published in the .said 
 city of Winnipeg, at which general meeting the .sliareholders 
 present in person or by proxy, .shall elect ten directors in tlie 
 manner hereinafter provided, who shall constitute a board of 
 directors and shall hold office until their succe.s.sor.s are eU'cted 
 and the director.s shall have power by by-law at any time; 
 hereafter to reduce tlie number of directors to any number not 
 less than seven. 
 
 Election of 
 illrcctors 
 
 Calls on 
 ahurus. 
 
 Proviso. 
 
 5. The shares of capital stock subscribed for .shall afti'r 
 the first payment thereon be paid in and by such instalments, 
 and at .such times and places as the said directors or provi- 
 sional directors shall appoint. No such instahnents shall 
 exceed ten per cent., and not less than one month's notice of 
 any calls upon .stock shall be given ; and executors adminis- 
 trators and curators paying instalments upon the shares of 
 deceased shareliolders shall be and are hereby respectively 
 indemnified foi- paying the same ; 
 
 Provided always, that it .shall not be lawful for the said 
 company to commence the business of fire insurance until at 
 least five thousand dollars shall have been actually paid in on 
 account of subscribed stock ; and provided also, that when the 
 liabilities of the said company amount to five hundred thou- 
 sand dollars, securities hehf by the said company, to the 
 amount of not less than five thousand dollars shall be (lepositeil 
 with the Provincial Government; and when the liabilities of 
 the said company amount to the sum of one million dollars, 
 additional securities amounting to a further sum of five thou- 
 sand dollars shall be deposited with the said government. 
 
 6. The stock, property, afFairs and concerns of the .said 
 companv shall bo managed and conducted by the directors, 
 one of whom shall be cho.sen president, and one vice-president, 
 who shall hohl office for one year, subject to the provisions of 
 this Act. The said directors shall be shareholders residing in 
 Manitoba, and elected at the annual general meeting of share- 
 
 '^- 4 
 
1HS4. 
 
 W. N. A. KIKK INsrUANCK roMI'ANY. 
 
 CAI". ()'.\. 
 
 8 
 
 lioldtTM to lie In-Ill ni \Vint»iiM'<4 in fiicli y<'ar, on .siu-li <liiy as 
 nmy \n> a|t[»oiMt('<l l»y liy-luw, not Icmh timn thirty <Iiivh' notice 
 ot'MUfh nnuftini^ hi injf ^iven n.s providcil in section four; n\u\ tin- 
 Hiiiil election slmll lif lielil iunl nui(li> liv such of tln^ share- 
 
 II, , . 1 * 1 II I -I 11 WllllitlriilloiiH, 
 
 holtlers prt'sciit ii\ pei'soti or iiy proxy u.s hIiuII hav«> paxl i)ll iiinmiifdiliio 
 calls made hy the directors then' due, and all such tMecti()ns;}|';|.;,;',^'j;J';*,\',,"' 
 shall 1m hy hallot ; and the ten persons who shall have the '>'"''■'■" 
 ;^reatcst nuiuher of votes at any such election shall he direc- 
 tors, except as herein directed ; and if two or more persons 
 liave an eijual nundier of votes in such a nuiiuier that a ;^reater 
 nuniher of persoi\s shall ap|)ear to he chosen as directors, then 
 the dirtictors who shall have a nivuter nuiuher of votes, or the 
 MiMJority of tlieni, sluill deterunne which of the said persons 
 so havinjj; an eipial nuiuhei- of votes shall he th(( director or 
 directors, so as to complete the whole ninid)er of diri'ctors 
 re(piired hy this Act ; and the said directors so soon as maybe 
 after the sai<l i-lection shall proceed in like manner to elect hy 
 hallot one of tiieii' nundter to he president, and one; to he vice- 
 president ; and if any ilirector shall ri'inove his domicile out 
 of Manitoha, lii.s olHce shall he considered vacated hy the i'act 
 of such removal. 
 
 7. Any vacancy at any time happening amongst tlie said Vucanip^ in 
 directors by death, resignation, dis((ualitieati(m or removal |or*'''^ "' ''''**'' 
 durinu' the current year of office shall be tilled for the remain- 
 
 der of the term by the remaining directors, or the majoritj'^ oi 
 them, electing in place of such director or directors, a share- 
 holder or shareholders eligible for such oHice. 
 
 8. No person shall be eligibli^ to be or continue as a director 
 
 unless he shall be resident within the Province of Manitoha, ofdirectors." 
 
 and shall hold in his own name stock in the said company to 
 
 the amount of twenty shares, whereof at least ten per cent. 
 
 shall have been paid in, and that he shall have paid all calls 
 
 made upon his stock, and shall not be indebted in any manner 
 
 to the company. 
 
 9. In case it should at any time happen that an election of 
 directors of the said company should not be made on any day 
 when it should have been made under the provisions of this 
 Act, the said company shall not thereby be or be deemed to 
 
 liave been dissolved, but it shall be lawful on any other day to upon'"" "*^'' 
 hold and make an election in such manner as may be regu- [\"|!j[y,,''' ^"''* 
 lated l»y the directors for the time being ; and the directors 
 in office shall so continue until their successors have been duly 
 elected. 
 
 10. At all general meetings of the said company each share- 
 holder shall be entitled to give one vote for every share held 
 
 by hiin for not less than fourteen days prior to the time of ^Mnn. 
 voting upon which all calls then due have been paid ; such 
 
Cap. 6H. 
 
 B. N. A. FIRE INSURANCE COMPANY. 
 
 47 Vk;. 
 
 Majority of 
 votes to 
 decide. 
 
 votes may be given either in person or by proxy but the 
 hokler of such proxy must himself be a shareholder, and no 
 shareholder shall be entitled to give more than one hundred 
 votes upon proxies held by him, 
 
 11. All questions proposed for the consideration of the 
 shareholders shall be determined by the majority of votes. 
 The chairman presiding at such meeting, in addition to his 
 own votes having a casting vote in case of an ecjuality of 
 votes. 
 
 12. The said company shall have power to make and effect 
 contracts of insurance with any person or persons, or bodies, 
 
 &pSw^ to politic or corporate, against any loss or damage by fire or 
 ance' 'oirdJs lightning on any houses, stores, or other builduigs whatso- 
 aga?n8°i:re'^^ evcr, and on any shipping or vessels whatsoever, whithersoever 
 proceeding against loss or damage by fire, and in like manner 
 on any goods, chattels or personal estate whatsoever within 
 the boundaries of the Province of Manitoba, for such time or 
 times and for such premiums or considerations, and under such 
 modifications or restrictions, and upon such conditions as may 
 be bargained or agreed upon or set forth by and between the 
 company and the person or persons insured or to be insured ; 
 and to cause themselves to be reinsured against any loss or 
 risk they may have incurred in the coui'se of the business ; and 
 geneiully to do and perform all other necessaiy mattc-s and 
 things connected with and proper to promote the objects for 
 which said company is incorporated ; and all policies or con- 
 tracts issued or entered into by the said company shall be 
 under the seal of the said company ; and shall be signed 
 by the president or vice president and countersigned by the 
 manager, or otherwise as may be directed by the by-laws, 
 rules and regulations of the company, and being so sealed, 
 signed and countersigned shall be deemed valid and binding 
 upon the said company according to the tenor and meaning 
 thereof. 
 
 Place of 
 busincBd. 
 
 13. The chief place of business of tlie said company shall 
 be in the city of Winnipeg, in this Province. 
 
 Who ma be ^^ It shall bclawful for any person or persons, or body 
 aharcfflere. corporate or politic to subscribe ior shai-es in the capital stock 
 of the said company. 
 
 15. If any shareholder shall refuse or neglect to pay the 
 instalments due upon any share or shares held by him, the 
 directors may forfeit such share or shares, together with the 
 amount previously paid thereon, in such manner as may be 
 provided by the by-laws, and such forfeited share or shares 
 may be sold by the directors after thirty days notice to l.e 
 fient by post prepaid and registered to the last known address 
 
 Pale of shares 
 '"V unpiiid 
 
1884. 
 
 B. N. A. FIRE INSURANCE (JOMPANY. 
 
 Cap. 03. 
 
 of such shareholder, and the monies arising therefrom shall 
 be applied towards the payment of such unpaid instalments, 
 with interest and expenses of sale. Provided always, that in 
 case the money realized by any sale of shares be more than 
 sufficient to pay all arrears and interest, together with the 
 expenses of such sale, the surplus of such money shall be paid 
 on demand to the former shareholder, and no more shares shall Proviso, 
 be sold than shall be deemed necessary to pay the arrears due 
 by said shareholder with interest and expenses of sale. 
 
 16. If payment of such arrears, calls, interest and expenses Payment of 
 be made before any share so forfeited shall have been sold, made up to 
 such share shall revert to the owner as if the same had been"""*^"^^*^®- 
 duly paid before forfeiture thereof ; and in all actions or 
 suits for the recovery of such arrears oi- calls, it shall be suffi- 
 cient for the company to allege that the defendant l)eing the 
 owner of such shares is indebted to the said company in such 
 .sum of nioney as the calls in arrear amount to for such and so 
 n»any shares whereby an action has accrued to the company Actions for 
 by virtue of this Act, and on this trial, it shall only be neces- caii"!^'^* °^ 
 sary to prove that the defendant was owner of the said shares 
 in the company, and that said calls were made, that notice 
 was given as directed by this Act, and it shall not be neces- 
 sary to prove the appointment of the directors who made such 
 calls or any other matter whatsoever, other than what is 
 before mentioned and any copy or extract of any by-law, rule, 
 regulation or minute, or of any entry in any book of the 
 company, certified to be a true copy or extract under the hand 
 of the president or vice-president, the manager or secretary 
 of the company, and sealed with the corporate seal thereof, 
 shall be received in ail courts and proceedings as prima facie 
 evidence of such by-law, rule, regulation, minute or entry 
 without any further proof thereof, and without proof of the 
 official character or signature of the officer signing the same 
 or of the corporate sepi. 
 
 17. At all meetings of directors, a majority of the full Majority of 
 number of directors of the company shall be a quorum f or ^\^^'o™° ''^ 
 the transaction of business, and all (|uestions before them 
 
 shall be decided by a majority of votes, each director present 
 having one vote, and in the case of a tie the president, vice- casting vote, 
 president or presiding director shall, in addition to his own 
 vote, give a casting vote. 
 
 18. At the annual meeting of shareholders the election of Annual meet- 
 directors shall be held, and all business transacted without the i^K- 
 necessity of specifying such business in the notice of such 
 meeting, and a general balance sheet of the affairs of the com- 
 pany with a list of all shareholders, and all such further 
 information as shall be required by the by-laws of the com- 
 pany shall be laid before the meeting. 
 
6 
 
 Cap. 03. II. N. A. FIRE INSURANCE COMPANY. 
 
 47 Vic. 
 
 Special meet- 
 ings. 
 
 19. Special general meetings of the .shareholders may be 
 called in such manner as may be provided for by the by-laws 
 and by <nving not less than ten days' notice, and at all meet- 
 ino-s of the shareholders the pre.sident, or in his absence the 
 vice-president, or in the absence of both of them, a director 
 chosen by the shareholders, shall preside, who, in case of an 
 e(iuality of votes shall give the casting vote in addition to his 
 vote as a shareholder. 
 
 20 Subject to the provisions of this Act, the directors shall 
 makc'b7-/aw8. have full power and authority to make and from time to time 
 to alter such by-laws, rules, regulations and ordinances as 
 shall appear to them proper and needful, touching the well 
 ordering of the business of the company, the management 
 and disposition of its stock, property, estate and effects, the 
 calling of special general meetings, the regulation of the meet- 
 ino-s oi the board of directors and sub-boards or committees 
 to'' facilitate the details el:' business, the cancellation of the 
 appointment of any members thereof, the definition of the 
 duties and powers of such sub-boards or committees, the mak- 
 ino- of calls upon the subscribed capital, the appointment and 
 remuneration of officers and agents of the company, the regu- 
 lation of their powers and duties and the salaries to be paid 
 them, the regulation of the transfer of stock and the form of 
 transfer, the compensation of directors and the establishment 
 and regulation of agencies. 
 
 Provided always, that all such by-laws,^ rules, regulations 
 Proviso. and ordinances made by the directors as aforesaid shall only 
 
 be valid and binding until the next annual general meeting 
 of the shareholders unless they are then approved by such 
 meeting, and shall thereafter have force and_ effect as so 
 approved or modified at such meeting. Provided always, 
 that such by-laws do not contravene any of the provisions of 
 this Act. 
 
 Kealty of com 
 ranv not to 
 exceed «12,n()0 
 uiinuul value. 
 
 21. The company shall have power to acquire and hold real 
 estate for the purposes of its business within this Province of 
 an anrnul value not exceeding twelve thousand dollars, and 
 to sell or dispose of the same and acquire other property in its 
 place as may be deemed expedient, and to take hold and 
 acquire all such lands and tenements, real or personal estate, as 
 shall have been bona fide mortgaged to it by way of security, 
 or conveyed to it in satisfaction of debts previously contracted 
 in the course of its business, or purchased at sales upon judg- 
 ments which shall have been obtained for such debts, or pur- 
 chased for the purpose of avoiding a loss to the company in 
 respect thereof, or of the owner thereof, and to retain the same 
 for a period not exceeding ten years from the date of the ac- 
 , , , .ouisition thereof ; and the company may invest its funds or 
 L"ndt"""^°'iny part thereof in any of the public Kecuvitios of the Dom- 
 inion of Canada, or of any of the Provinces thereof, or m the 
 
 Mortgages. 
 
1884. 
 
 B. N. A. FIRE INSURANCE COMPANY, 
 
 Cap. 63. 
 
 stocks or of any banks or building societies, or in the bonds or 
 debentures of any incorporated city, town or municipality 
 authorized to issue bonds or debentures, or in mortgages or 
 loans upon real estate or in real estate. 
 
 22. No transfer of any share of the capital stock of the said Jh^^es."'^ "' 
 company shall be valid until entered in the books of the com- 
 pany according to such form as may be from time to time 
 
 fixed by the by-laws ; and until the whole of the said capital 
 stock of the company is paid up, it shall be neceasaiy to obtain 
 the consent of the directors for the time being to such trans- 
 fer being made. 
 
 Provided always, that no shareholder indebted to the com- 
 pany shall be permitted to make a transfer or receive a divi- Proviso, 
 dend until such debt is paid or secured to the satisfaction of 
 the directors ; and no transfar of stock shall at any time be 
 made until all calls thereon due up to the time of transfer 
 shall have been paid. 
 
 23. In the event of the property and assets of the said Liabiutv of 
 company being insufficient to liquidate its debts, liabilities f^f^'^" "^^ 
 and engagements, the shareholders shall be liable for the defi- 
 ciency, but to no greater extent than the amount of the bal- 
 ance remaining unpaid upon their respective shares in the 
 capital stock. 
 
 24. No shareholder shall be liable to any action for any sCrehoiider 
 debt, liability or engagement of the said company by any ^rueuntii 
 creditor thereof before an execution againsL the company has return ot exe- 
 been returned unsatisfied in whole or in part ; and the amount compa^un-' 
 due on such execution shall, subject to the provisions of the ^**^*8*'®^- 
 next following section, be the amount 'recoverable, with costs 
 
 against such shareholder. 
 
 Provided, that any shareholder may plead by way of defence 
 in whole or in part any set ofi" which he could set up against 
 the company, except the claim for unpaid dividends, or salary Proviso, 
 or allowance, as a president or director ; and provided always 
 that nothing in this section shall be considered to allay or 
 diminish the additional liabilities of the directors of the com- 
 pany hereinbefore provided. 
 
 25. Subject to the provisions of this Act, the directors of powers of 
 the company shall have full power in all things to administer directors, 
 the affairs of the company and to make or cause to he made 
 
 for the company, all contracts, into which by law the company 
 can enter, and may from time to time, make by-laws regu- 
 lating the allotment of stock, the making of calls thereon, the 
 payment thereof, the issue and registration of stock certifi- 
 cates, the forfeiture of stock for non-payment, the disposal of 
 such forfeit a stock and the proceeds thereof, the transfer of 
 stock, the declaring and payment of dividends, the number 
 
8 
 
 Cap. 
 
 68. 
 
 B. X. A. I IRE INSURANCE COMPANY. 
 
 47 Vic. 
 
 By-laws to 
 be confirmed 
 by share- 
 holders. 
 
 and term of service of all directors, the appointment, functions, 
 duties and removal of all agents, officers and servants of the 
 company, the security to be given by them, their remuner- 
 ation, and that (if any) of the directors, the time and place of 
 annual meetings of the company, the calling of meetings of 
 the board of directors, and of the company, the requirements 
 as to proxies, the procedure in all things at such meetings, the 
 imposition and recovery of all penalties and forfeitures ad- 
 mitting of regulation by by-law, and the conduct and manage- 
 ment in all other particulars of the affairs of the company — 
 and may, from time to time, repeal, amend or re-enact the 
 same ; but every such by-law, repeal or amendment or re-en- 
 actment, unless in the meantime confirmed at a general meet- 
 ing of the company, duly called for the purpose, shall only 
 remain in force until the'next annual meeting of the company, 
 and in default of confirmation thereat, shall from that time 
 cease to have effect. 
 
 Amaiijama- ^ 26. The Company shall have power to amalgamate with or 
 companks! ^^ purchase the business of any other insurance company, or to 
 sell out and dispose of the business of the company to any 
 other such company, upon such terms and conditions as may 
 be agreed upon, and as shall not impair the recourse or remedy 
 of any creditor of either company ; but before the completion 
 of any such amalgamation, purchase or sale, the consent of 
 two-thirds of the votes of the shareholders shall be obtained 
 at any general or a special meeting of the shareholders called 
 for the purpose. 
 
 27. The company or directors shall not be bound to see to 
 the execution of any trust either express, implied or construc- 
 tive, affecting any share or shares of its stock ; and notwith- 
 standing any such trust any notice thereof to the company or 
 directors, the receipt of the person in whose name any share 
 stands shall be sufficient discharge to the company for any 
 money paid in respect of such share or shares. 
 
 com^any^to ^ 28. This Act and the company hereby incorporated, and 
 stamtesf* "■ the exercise of the powers hereby conferred, shall be subject 
 to any general laws in force, or that may hereafter be in force 
 respecting fire insurance companies in virtue of any Act 
 passed or which may hereafter be enacted by the Legislature 
 of this Province. 
 
 ■public Act, 29. This Act shall be deemed a Public Act. ^ 
 
 Company not 
 to be trustee 
 in respect of 
 
 shares. 
 
r