Bill 26 (Legislature 2, Session 2)

L2 S2 10824

Alberta — Bills

BILL No. 20 of 1910.

An Act to Inoorpora~; the; Western 'Canada lire !Dfurance · · !·:company:· (Assented to 1910.) W HEREAS the persons hereinafter named by their petition prayed to be incorporated with the powers ·wreinaftcr set forth and it is expPdient to grant the prayer of the said ffi'etition; Therefore His :\lajesty, by and with the advic" and consent of the Legislative Assernhly of the Province of Alberta, enacts as followA: 1 . .James A. \Yalkcr, capitalist; .James E. Hicc, manager. \Yestern Canada Fire Insurance Company, Lin,ite<l; Freel R.

Lyne, wholcsale connnission nwrchant, and Eneas McCormack, wholesale kathcr merchant, all of the City of Calgary in the Province of Alberta, together "·ith such persons as lwcomc sharehohkrc; in the company, are hereby incorporated under the name of "The \\' Pstcrn Canada Fire Insuran· ·e <'ompany," hen·inafl<'r called "the COI!IJ>an~-- '' 2. ThP lu·ad office of thl' <'OIIlpany shall he in th•· City of Calgary in the Province of Alberta, and branches, l'uh-boards _and _agencies may. be . ~tabliahed . and· maintained.,. eltewh* !-11 auc4, manner as' the 'directors fron:l"time''to time apJ)oint. ' 3.

Capital stock of the company shall be $500,000 divided into 5,000 shares of $100 each. Such shares shall and arc hereby vested in the several persons to whom they shall be allotted, their legal representatives and assigns, subject to the provisions of this Act: Provided that it shall be lawful for the said company by by-law to increase its capital stock to a sum ·wt exceeding one million dollars as a majority of the shareholders at a spc·cial general meeting <'XJn·e~~ly convened for that purposP ~hall determine. · 4. The persons named in

section 1 of this Act shall Ill' the provisional din•ctors thereof, and they or a maj.Hity of them may cause stock books to be opcnl'd at the chief place of busi ness of the company and elsewhere at the direction of the said provisional directors and shall remain open as long as they deem necessary; and arc authorized to procure subscriptions of stock for the undertaking, make calls on stock subscribed and receive the payment thereof; and shall deposit in a chartered bank in Canada all moneys received by them on account of stock subscribed or otlwrwise received hy them on account of tlw company and may "·ithdraw the same for the purposes only of the company; and may do generally whatever is necessary to organi7-c the company.

So soon as the direct:Jrs shall have been clecll·d as hereinafter provided the powers and funetions of thp provisional directors shall ccase and determine . .'). The company may rnake and effect contracts of im;urance with any person against loss or damage by fire or hail, in or to any houses, dwellings, stores or other buildings whatsoever

an([ to any good,.;, crops, ehattels or personal eHfat<' whabo ever and to effect any and all eontracts of marine insurane<' for such tilll('s and for such premiums and consid<'nllions and undc1· Hnch nwditieations and rl'><trictions and upon Hueh condi tions a..~ an· bnrgainro and agn~'<l upon and set forth hy nml between the company and ill8ured and do all such thiniPI per- taituanirtgl ~ere~ ,f?~/-~nnh' ~~-'t.berewite_" -~~i~.o u, such_ .. ·rhavtl;rr- :li pe . sueCe8SIOD~'Wlt .a corpora ...,...rJOUU. ~: romj:·wme~ to time to make, alter, break or -change the same and shiill be'· capable in law of contracting and being contracted with, of suing and being sued, pleading. and being impleaded in any court of law or equity.

(2) The company may also cause itself to be insured against any risk it may have undertaken in the course of its business. 6.

So soon as $200,000 of the said capital stock of the com pany have been subscribed and ten per centum of the nrnount paid into some chartered bank the provisional clirecton; may cnll a meeting of the shareholders of the company at some place to be named in the City of Calgary at which meeting tlw shareholders present or represented by proxy shall elect a board of not less than five nor more than ninC' directors of whom a majority shall form a quorum. (:2) No p<'rHOil shall be a director unkss he holds ill hi;; 0\\·n name and for hie; own use at ]Past twenty shares of tlw <'~]-pita] stock of tlH' eonqmny and hal' paid all cal]c; due t h<•n•on and all liahilitie:< ill<'lllT<'d by him to th<· Pomp,.ny. (:

l) It shall not hP lawful for Ill<' eompany to eommPJI<'<' the businCNi ~ in.-;urnncc u~1til nt lt·ast 8200,000 of tht• capit:d · :oao:IJ~t!i;u~~~~U·a~~~~1t~a:~:· said. 7. The shares of the capital stock subscribed for ;;hall be paid by such instalments- and at such times and plac<'H as the dir('ctom appoint. The first instalment shall not be less than ten per cent. and no subs('qucnt instalment shall exceed t<'n per cent. and not less than thirty days' notice of the call of each subsequent instalment shall be given. 8.

If any shareholders shall refuse or neglect to pay any call made upon the share or shares held by him for thirty days after the same shall becom<• payable the board of directors may by resolution declare sueh share or shares and all amounts previously paid thereon to be forfeited to the said company and the same shnll thereupon become so forfeited and may be sold by the directors: Provided alway:-; that in case the money realized· from any such sale of shares be more than sufficient to pay all arrears and interest together with the expenses of such sale, che sm1>lus of su()h money shall be paid on demancj. to the former ..share holder and no more shares shall be sold than shall be nccessarv to pay all arrears due by said shareholder, with the intere~t and expens<'S of sale; and in all actions or suits for the recovery of such arreanJ or call:-; it shall be sufficient for th<' company to allege that the defendant being the owner of R 1ch shares is indebted to the said company in such sum of money as the calls in arrear amount to for such and so many shares whereby an action has accrued to the company by virtue of this Ad and on the trial in order to establish a prima facie case it shall be necessary to prove only that the defendant was owner of the said shares in the company, and that said calls were made,

and that notice waR given as directed by this Act and it Hhall not be lH'l'<'Hsary to prove tlw appointment of thr· din•e(Ol"~< who made ~•u:h call<", <.ijj,.:tlly other matter whal.'<H'\·er than by thiH Hedion Hpecially .,_,uin•d, and any copy or extmet of any by-law, rul<·, regulations or minute or of any <•ntry in nny book of the company, certified to be.· a tru. c copy ·~.·tn. 1 ~t und(!r the hand of_ the president .or. vice-president, the. . •er or sooret&ty or the company aDd sealed .

With~ tbe''l' . . nite~· seal thereof shall be received in all 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 eharacter or signature of the officer signing the ;;anw or of the corporate seal. ~). If payment of such arrears, calls, interest Lnd expenses be made before any share so forfeited shall have been sold such share shall revert to the owner as if the same had been duly paid before forfeiture thereof. 10.

No transfer of any share of the capital stock of th<• said 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. subscribc'd stock of the company is paid up it shall be necessary to obtain the <·onRcnt of the directors for tlw time being to l'uch transfc•r bPing Inad(': Provided alw11 YH that no Hhan·holder indebted to t ht• r·om pany Hhall ])(' l"'rinitted to make a transfer or recPi\·r· a clidd<•JHl until ,.;uch th•bt is paid or &'<"Urt~l to the satisfndiou of the dircdom, and no transfer o{ stock shall at any t.imc be umde been until a.U~d _,t.hereonduc up5 tQ,1Jle,tj~,of·,trauarer aball!have~, pat • . . . '·- 11.

In the event of the property and assets of the said com pany bPing insufficient to liquidatp its debts, liabilities and engagements, the shareholders shall be liable for <lefieicncy, but to no greater extent than the ainount of the balance remaining ur1paid upon their rPspectivc shares in the capital stock. 12.

The company or directors shall not be bcuncl to sec to the execution of any trust, either express, implit>d or con structive aff!'ctit1g any share or shares of its stock; and notwit,hstanding any such trust or any notice th:,rcof to the company or directors the rPcPipt 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 shareR. 13.

A general meeting of the company shall be called once in each year after the organization of the company and com mencement of business at its head office, and at such meeting a statement of the affairs of the company shall be submitted; ancl special gc·neral and extraordinary meetings may at any time be called by any five directors or by requisition of any twenty shareholders specifying in the notice the object of such meeting.

(2) The notice of each meeting shall be sufficiently ginm by a printed or written notice to each of the shareholders mailed at least twenty days before the date on which the meeting is called ancl addressed to the addresses of the shareholders respectively given in the books of the company.

4 14. The company in general meeting may declare a dividend to be paid out of profits to the sharPholders and FU<"h .,lividend shall be payabl<' on the capital paid up on the shares hdd by till'm rPspcd.ivPly, but in no case shall the dividend so d~oclnred l>c gn·ntcr than that which is recommended by the dire<:tof'!l.

The company shall have a lien on the dividend payable to any s~~ld~ in ~pect of"aoy.Jndeb~or~"'.· tion by or from" such shareholder to the company~ ver"· an~ the same shall forthwith be appli~ in discharge or such · indebtedness or maturing obligation. 1.5. 'l'o take, purchase or otherwise acquire and hold shares in any other company having objects altogether or in part E<imilar to those of this company, or carrying on any business ca]Jable of being conducted so as clircctly or inclirec tly to benefit this company; To enter into any arrangement for sharing profits, union of interef\tR, co-operation, joint adventure, reciprocal conces ~ions, or otherwise, with any person or company carrying on or engaged in, or about to carry on or engage in, or any business or transaction capable of being comlucted so as directly or indireetly to benefit this company and to take or othcn,·ise acquire shan~s and securities of any such company, and to sell, hold, rc-iNNUC with or \Yithout guarantee or otherwi:<e deal with the same; To pron1nt" any company or companies for th" purpoN<· of aequiring nil m· any of the prop<"rt~· and liabilities of thiN <·onlpany or for any ot h<·r purpose whieh may HPCI!l directly or indirc<·t Jy <·al<·ulated to l><·rwfit this company; To purchase or otherwise acquire, on such terms aru.l in tillch maru;rer 88 the regula~ions of the COD:\J.eP:Y. from .time to ,time prov1de, any shal"fS m the company's caprtal stock. 16.

At all general meetings of the shareholders of the com pany the president, or in his absence the vice-president, or in the absence of both of them a director chosen bv the share~ holders, shall preside, who in case of an equality ~f votes shall give the casting vote in addition to his vote as a shareholder.

(2) Each shareholder shall be entitled to cast one vote for every share held by him for not less than fourteen days prior to tlw time of voting and upon which all calls th:·n clue have been paid; Huch votes may be given either in person or by proxy, but the hold<'l' of such proxy must be a shareholder.

(3) All quesLions proposed for consideration of the sharP holder ,;hall be determined by the majority of votes. 17. At the first ordinary meeting after the registration of the company the whole of the directors shall retire from office; and at the first ordinary meeting in every subsequent year one-third of the directors for the time being or if their number is not a multiple of three then the number nearest to one-third shall retire from office. 18.

The one-third or other nearpst number to retire during the first and second years ensuing the first ordinary meeting of the company shall unless the directors agree a:nong them selves be determined by ballot; in every subsequent year the one-third or other nearest number who have been longe::;t in office shall retire. 19. A retiring director shall be rc-eligible.

5 ·20. The company at the general meeting at which any din·c tors retire in tnamt<'r afon•l'aid i<hall fill up the v:.cai<'d ofTiN•s by e!Pcting " like number or per>ions. ~1.. Any castml vacancy in the boanl of dircctoll! lllfY be filled up by the'dircc.toll! but. _any person. 110. choeen_ shall ~14<in hia. "ffice so long _ _only as _the !aca~ng- director wouldlif.aa,·c retained, . ."'the same if'no V&C!UlCY-·bad;:ocgu~;<· ; '. - -~o>--~:~~~ 22.

In case· it should· at any ti~e happ;m th8.t 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 have been dissolved, but· it shall be lawful on any other day to hold and make an election in such manner as may be regulated by the directors for the time being and the directors in office shall so continue until their successors have been duly elected. 23.

Subject to the provisions of this Act the directors shall have full power and authority to make and from -.ime to time to altct· such by-laws, rules, regulations and ordinances as shall appear to them proper or needful, touching the well ordering of the bul'in<'NS of tlw company, the managpment and disposition of it~; stock, prop<'rty, estate and df<'dN, and in all things to adminif'tr•r the affairs of the compan\· and to make or e<l\ls<· to be mad!' for the· company all contract~ into which by law t-Il(' company C'an Pn(pr and may front tim<' to timP make hy-laws regulating the allotnwnt of ::<lock, tlw making of calls thereon, the payntcnt then'Of, tlw i~<:<uc und rc.-giBt.ration of JJtoc~ t•crtificatA.'t!, the Co~ciiUre d ~~ .. f,,r =~~~~;~~f~·,~'f~~h'~~~if~~~!~' ment of dividends, the number of directors, the appointment, functiions, duties, and removal of agents, officers and Rervants of the company, the security to be given by them, ·,heir remun eration, 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 meetings of the ec-mpany, the requirements as to proxies, the procedure in all things at meet ings, the imposition and recovery of all penalties and forfeitures admitting of regulation by by-laws and the conduct amlmanage Hle'nt in all other particulars of the affairs of the company and may from time to time repeal, atncnd or re-enact the i'ame: Provided always that all ;mch by-laws maclc by the directors as aforc~aid shall only be valid and binding Uill il the next annual general meeting of shareholders; unless they arc then approved by such meeting and Rhall thereafter have force and effect as so approved or modified at such meeting until amended or altered. 24.

The company shall have power to acquir~ and, hold real estate for the purpose of its business within t:>is province of a total value not exceeding one hundred thousaml dollars, and to sell and dispose of the same and acquire other proJl<'rty in its place as may be deemed expedient, and further to take, hold and acquire all weh lands ancl 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 judgments which shall have been-obtained for such debts or purchased for the purpose of avoiding a loss to t'IP company in respect thereof, or of the owner thereof, and to retain the

(j same for a period not exceeding fifteen years from tht• acquisi tion thereof; and the company may invest itH funds dr any part then·of in any of thP publi<' sPcuritiPs of tlH• Dominion of Canada or any or the provineps thcr('()f, or in tlw ~<t.oek;; of an1y bank><, or in the shan•s, >'locks, bond.. or Jdx-uture>< of any insurance company, or in the bonds or JdX'.utun.,; of ~Y .. in·C!J·rpora~ .c:ity, .. town ... ; or muJ!ic:,iJMtlj. )y .a~•th<.-_.,:;r· ·.· to_,._ Jssue ~bc:i~~ .. ol;"deOO]l~ or m mortgages or loans u •... realj estate or tn real estate: · · · ·, · · ;·. 25.

The company shall have power to amalgamate with or purchase the business of any other insurance company or to sell out or dispose of the businpss of the company to ~my other such company upon such terms and conditions as may be agreed upon and as shall not impair the resources or remedy of any creditor or policy holder of either company to the trans action; but before the completion of any such amalgamation, purchase or sale the same must be approved of by two..:thirds of tlw votes of the ;.;hareholders at an annual general nweting or of a speeial general meeting called for the purpose. 26.

The directors shall eausc to be prepared and submitted to the shareholders at each annual general meeting a full and correct staknlf'nt of the accounts of the company, a general abstmct of the t•stirnatcd liabilities and assets of tlw eompany and a list of sharcholdPrs sho"·ing the amount of stcwk h!'ld and tlw alltotmt unpaid then·of n·~l"'ct.ivPiy. 27. On<' or more auditor>< shnll IJ<' appoint<.'< I by t ht• ,,han~ holdclll at esc:h annual gt•lwml nu·<'ting, wh01<e• report .. hall be cmboc.licd in the general statement of the affainl of.tbc 1c:om ~edi;~~n~~dcns ... fi8,;J>rovid~i'in·.;f,be·jncxt. 28.

The company shall have the power to purehast· and take over nil the business, assets, contraets, rights, effects anti prop erties, real and personal, of whatever kind and whPrPsOP\'er situat<e•d belonging to or vested in The \Vestern Canada Fire Insurance Company, Limited, or to which it is o·: may bt· or may beeome entitled and to assume, pay, discharge, carry out and perform all the debts, liabilitit•s, obligations and contraets of said last mentioned company upon such terms and con ditions as may be agrec;d upon, including thcrei 1 the right of the directors of the first mentioned company to allot shares in said company to the shareholders of The \Vcstern Canada Fire Insurance Company, Limited, and to receive and to acecpt as sufftcicnt payment of said shares so allotted or of the ealls made upon the same, the transfer to the compu>y by this Act incorporated of all the right, title and intere><t of said shareholder or shareholdC"rs of, in and to the mid The IV estNn Canad:a Fire Insurance Company, Limited, and of, in ami to his or their share or shares in the same or such portions thereof as may be agreed upon, which said last mentioned company was incorporated on the '30th day of August, A.D. 1!)07, under anti by virtuP of The Companies Ordinance of thP North-vVest Territories of IDOl, with head office at the ;.;aid City of Calgary. 29.

This Act and the company hereby incorporated a!ll). the exercise of the powers hereby conferred shall be s\lbjcct to any general laws in force or that may hereafter be in force respect ing insurance companies, in virtue of any Ordinance or Act passed or which may be hereafter enacted by the Legislature of this province.

::t:l > z .... ~. :;; 00 ~ i ;.. ~ ~ i~ '[ i !. :to ,. ~ I :ft ll. I. .-o - z i 1-- .. f ,;;;, t::J !r , f [ ... ~· f fij = ~·& . f e· ·0 I ,, . ... Ill! . C>i ~ ;z " . -I~ • ?- !- I --: 5: i -l '' !~'" - -3 f ::=: 0 • . ri === ,' 1 .. :c ;;; tz.l .. 3 :;¢ Title: 1910 (2nd, 2nd) Bill 26,

An Act to Incorporate the Western Canada Fire Insurance Company

Document details

Collection	Alberta — Bills
Citation	L2 S2 10824
Type	bill
Volume / chapter	L2 S2 10824
Language	en
Format	json
Source	PROVINCIAL
Identifier	c1e861c320e36c1a7e90bda1df0089cc4428508a

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