Bill 23 (Legislature 1, Session 4)

L1 S4 10282

Alberta — Bills

B I L L.

An Act to Incorporate The Northwestern Life Insurance Company. ~n~Iill~S the persons hereinafter mentioned have :peti tio;ned the Leg isla. tive Assembly of the Province of Alberta, ..;>ra:11ng~Fthat.ii.a.;,'fo1uPany·:may be inc'orporated und,.e~ the name hereinafter mentioned to enable the saidfetitioners and their associates-to carry on the business ot;fnsurance in the several branche_s usually known a.s ,zire rrz;surance, and it is expedient to grant the prayer of such petition; TI,D,i:~ His Majesty, by and with the advic:e and consent ot the Leg1slativea8sembly of the Province of Alberta, enacts ns follows:~ 1~ William.

Egbert of the City of Calgary, Alberta, jhysician; Willio.n A.Lowry of Calgary, peneral )..gent; William J".

Mill1can 1o:f Calgary, ~arrister;and A.E.Millican p:r Calgary, ~arrister, together with all such persons as now are or shall hereafter become members of the iompany by this Act constituted and their respective administrators, executors and assigns, shall be and are hereby constituted and declared to be a corporation body politic, and corporate under the name of "The Northwestern Life Insurance Company• and shall be leg~ly authorized to effect contracts of /.Lnsurance with any persons or corporations on life and lives or on or against any event, loss or risk in any manner dependent on life or lives, to .. grant, sell or purchase annuities, to grant endowments, to purchase contingent ., rights, reversions or remainders, and gener&ly to enter ' into any transactions dependent on the contingency of 1ife and such as are usuaJ.lylft\.\transa.cted by iife insurance Jonpanies including re~nsurances.

- 2 - 2.

Before conm1encing business and issuing policies there shall have been a guarantee fund subscribed of ff~ ~~ ~~~~ "f?f.IJ/Rif, ten per cent .of wl.1ich shall be actuaJ.ly paid up, (which may be increased to P# frl.~t..;rJ#. (f/)j;L/uls or such less sum as may be agreed upon)with a similar percentage paid thereon) divided into shaes of (of¢ ~J'4ID 1~6~$ each, and applications shall have been made and accepted by the ,Provisional/nirectora for assurances of not less than 1# ~ h9V~ ;{<!tL!U¢{ and as soon as such guarantee fund shall have been subscribed~ such applications for assurance received{' the jompany may be organized and elect the first ~oard of ~irectors and commence businesa provided that no increaae of the gua~antee fun~ shall be mae until such proposed increase has been first sanctioned by a majority of the guarantors present at a speclal meeting of the Auarantors held for that purpose. 3.

The guarantee funds so aubscribed shall be liable for the p~ent of lossea and may be used for the purposes of the qompany in ouch manner and to such an extent as the;Directors may by by-law determine; the said guarantee fund shall be redeemable by the)C(ompany out of the accumulated au~luaea at such time and upon such tenns as shall be decided by the majority of the members present at a general meeting called for that purpose or at an annual general meeting of th~ompa.ny, and until such redemption the directors may pay to the holders of the shares thereof dividends on the amount paid up at auch rate as may be agreed upon by tl1ej0irectors but the profits from the no~+participating policies shall first beapplied in or towards the payment of such dividends and after auch guarantee fund shall have been redeemed the whole of the divisible profits of the ¢ompany shall ·belong excl~sively to the policy holders in the participating branch, and shall be thenceforth divided among them in such proportion and at--such

- 3 - times as the directors shall appoint; provided that if it may seem to the directors to be in the best interests of the ~mpany,the amount of the guarantee fund may be converted by them into paid up stock as soon as 1:¢f:FJY fH~qS~~~OLtARS 1 is I actually pad in cash, and tlJ.e ponpany shall then become a toint~~tockpompany. 4.

The valuation of all policies issued by the Jompany and the bonus additions or profits accrued or declared in respect thereof shall be based on the mortality table of the Institute of Actuaries of Great Britain and on a rate of interest of not more than three and one~half (3t) per centum per annum upon the method as recommended by the Royal Commission a~d endorsed by the }iembers of the Life Officers Association. The word "Policies" includes annuity contracts. 5.

The persons hereinbefore named are appointed)rovisional )91rectors for the organization of the saidfompany and a majority of them shall be a sufficient quorum for the trans action of business.

They shall open the books for the subscription of the Guarantee Fund of pJ~ ~.ED ~~!:fsinb 1oj.,tAJt.s/, and they shall also open books for applica tiona for insurance to be effected by the said iompany; as soon as the puara.nteo ~und has been subscribed and applications have been received and accepted amounting to p;/:r$ ;ti~~ ft~USAIDf tx/r..i~f> 1the said jrovisional/irectors shall call a meeting ot the ~uarantors and persons who have made such applications for insurance,for the election of the first Joard of}irectors and at the said meeting every applicant for insurance applied for "shall have one vote for each ~~y'E;fijbjrqA!1D f)<)tA.:,.ARg' of lnsurance applied for, and each subscriber to the guaranteed / fund of 0~ j¢l~IqiD pO~ or more shall have five votes for each P,rn/~lJl~Ir)io;L:if~W subscribed by him.

- 4 ... 6. Any individual or corporation who is a legal or beneficiary holder of a policy of insurance in the fompany or a subscriber / to the ~arantee~und hereinbefore mentioned, and who shall have paid all premiums due or calls made thereon respectively shall be a member of the~mpany and entitled to all the benefits thereof under the provisions of this Act and the ;.I(y-~aws .ot the 4mpa.ny. 7.

The provisional iirectora or the Pirectors to be elected may enactrBY-laws to carry out the objects of this Act and for the organization, maintenance, and government of the~mpany, as well as for the application of its funds and profits as herein provided and such ~;By-laws may from time to time be altered and amended by the directors and suchJy-laws so legally made in accordance with the objects of this Act and not incon sistent with the ~aw shall be legal and binding until altered, amended or repealed, provided always that all such;§y-laws shall only be valid and binding until the next annual general meeting of the ?ompany unless theyare then approved by such meeting and shall thereafter have force and effect as so ppproved or modified at such meeting, and provided further that suc¥y-lawa do not contravene the provisions of this Act. 8.

The first '}oard of A>irectors of the jompany shall consist of not less than five, nor more than twenty-five~rectors of whom a mj ori ty shall form a quorum, and one of such ~rectors shall be elected~esident, and one or more such Directors ~ice~esidents by the other directora, such of the said persons hereinbefore nacred or other persons necessary to complete the board who shall have qualified themselves to act as~rectors by a subscription of at least ,~;!li9'fs;dm ~o,it.AR~ to the 1 Ef;mrantee~und, or who shall have applied for a policy of insurance in the Company, and subscribed to a declaration or contract to that effect in a sum of at least 1f1E 1¥6uiAN1f /;pf:r,fml on a fire fol1cy, shaJ.J. be entitJ.ed on eJ.ection by a

.. 5 .. majority of votes of duly qualified members at the first general meeting to act as)Directors of the;eQmpany on the first~ard at the~~d)1ffice,and to continue to act as such for one year immediately subsequent to the organization of the ;(onwany subject to a continuance of qualification and shall prepare the l(y-laws for the management of the~mpany as in thi5'¢;Act'"p.rov1ded~ The foard o:f~irectors shall appoint a }ia.naging)riirector and all other officers of the ;C{)mpany and _....... may appoint sub~boards and may remove same and may appoint 'b-tt others in their places whehever a vacancy may arise.

After the term for which the first $card o:rrl'lrectors are appointed shall have expired~the;Directors shall be elected nnually by ballot. If any;olrectors sh&nfail to accept office, or shall die, or be otherwise disqualified, the remaining;Directors shall choose in his stead any qualified member of the~mpany, who shall remain in office until the next annual general meeting only, unless then re~elected. 9.

The pirectors may appoint of their own members such cormnittees,with such powers and to discharge such duties as the~irectors may from time to time confer and impose upon them, but the said fo~nmi t tee shall at all times and in regard to all their actions and duties be subject to the control of the said foard of Pirectors. / 19.

A general meeting of the ~ompany shall be called once each year after the organization of the~mpany and commence ment of business as the nirectors m~ appoint after not less than ten days' notice in one or more newspapers published in the Province of Alberta at which meetings a statement of the affairs of the~mpany shall be submitted; special, general, or extraordinary meetings may at any time be caled by five of the;r(irectors, or shall be called by r~quisition of twenty-five menuJers specifying in the notice the object of such meeting.

- 6 - 11 The }fuad 4fice of the %o~pany shal be at the City of Calgary or at such other point in the Province of Alberta as the;r:{rectors may determine, but branches or sub-boards or agencies may be established outside the Province of Alberta pursuant to the powers which the~mpany may acquire in foreign jurisdictions in such manner as the)Directors may from •time t'o"·time .,.appoint providing that no insurance shi.l be effected in any~rovince other than the Province of Alberta, until an office or domicile is opened in some place therein and a local agent or~nager is thefe appointed. 12.

Each subariber to the guarantee_fund shall be entitled '/- I either in person or by proxy to give;111otes for every ~/.JE ~~~/subscription, all calls being paid, and every holder of a policy on the mutual principle upon which all premiums clue have been paid shill have one vote for each ~~ ,;H'9{J;f!UID D61JLA}tS insura~ce held by him. No proxy can vote unless he is himself a member qualified to vote or has been authorized by J{y-law of the ~~mpany. 13.

I The ~irectors shall have power to make calls upon the subscribers to the guarantee fund for such sums and at such times as they shall think fit for the purposes of the %ompany, and to sue for and enforce the payment of the same; they may also declare all subscriptions forfeited on which such calls have not been duly paid, and re;;allot or sell the same, or any part thereof for the benefit of the)rc{mpany to any other person or persons. 14. no subscriber to the /fuarante~-F\~nd shall be liable as ' ' a subscriber for more than the amount of his subscription, and his liability as a guarantor shall be limited to the amount for which he has subscribed as such guarantor, and nd policy holder shall be liable for more than the premiums on his policy. 15.

The fompan:,r shall have a corporate seal and may sue or be sued in its corporate name.

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It shall be lawful for th~mpany to invest its funds in or on the debentures bonds or stocks or other securities of the Dominion or Canada,or of any Province of Canada or the securities of any municipal or school corporation of Canada or the security of the s~ock,bonds or debentures of any incorporated building society,loan or investment cmpany, watervmrks company, gas company, street railway company, ~·ea·ectric·1ight or power company, electric railway or street railway company,or telegraph company incorporated in Canada, or of bank stock, or on the security of real estate, or mortgage security thereon, or on the security of lease-holds for a term or term of years,or other estate, or interest in real property or mortgage security thereon in any Province of Canada, or by other companies, or in the purchase of ground rents, or in or upon stock, bonds or debentures of the United States, or of any State thereof,or in or on mortgages, on real estate therein (but the amount so invested in the United States shall not at ay time exceed the rtserve upon all outstanding policies in force in the 'Jnited States, and the amount so invested in the United Kingdom shall not at any time exceed the reserve upon all outstanding policies in force in the United Kingdom and in each shall be calculated on the basis provided in

section 4 of this Act) and to change and re-invest the same as occasion may from time to time require, and to take, receive, and hold,all or any of the securities in the corporate name of the;e(cmpany, or in the na111e of;-Trustees for the ;<fompany, appointed by the~irectors whether for fundc invested by being advanced or paid in the purchae of such securities or loaned by the ~ompany on the security of .the said debentures, bonds, stocks, mortgages or other securities as aforesaid, such loans to be on such terms add conditions 'and in such manner and in such times and for such sums and in such sums of repayment whether of principal or interest together, and at such interest or returns as the ~~ard or;.riirectors ~ from time to time determine and direct

- 8 - o.nd taken either absolutely or conditionally or as collateral secmrity or taen in satisfaction of debts due to the Company or judgment recovered against any peren or corporation in its behalf or in security for the paj~lent of the same or any par~ thereof, provided that the )fbmpany mer take any addi tiona.l securi:tr of any nature to further secure the repayment of any liability t'b'""'the~mpany or to further secure the sUfficiency of any of the securities upon which the~mpany is above authorized to lend any of ita funds. 17.

The pbmpany may hold such real estate as shall have been bona fide mortgaged to it by any way of security or conveyed to it in satisfaction of debts or judgments recovered provided always that all real estate so mortgaged or conveyed in security as aforesaid shall be sold and disposed of within twenty years from the time of its becoming the absolute property of the ,/ompany. / ~· The~mpany may invest or deposit such portion of its funds in foreign securities as may be necessary in the estblislunent of maintenance of any foreign branch. ~· The~wany may hold real estate which may be required for the use and accomodation of the/ompany and may sell or mortgaGe the same. ~· The shares of the subscribers to the guarantee fund shall be transferable under the regulations of and in accord ance with theh-laws, ,but the/ompany shall not be liaulc for the execution of any trust, whether expressed, implied, or constructive. 21.

This Act shall come into force on the day it is assented ·to.

I ~ .,..,.. ~ ,_, ...... t:Jj 1-1 1-' ~ 1-' ~.') h ~ !;;1 I 0 H .. ~ • J.-3 • 0 ~ ! 1::-f ~ tu 11 I 0 (ll li 0 ~ 01-'-1-' ~ r" rn 1-' 1::-f 8 ~ 1-'c+tJ- • ~ CQCD t-t tuliP' 11.1~ H ~ ~ Title: 1909 (1st, 4th) Bill 23,

An Act to Incorporate The Northwestern Life Insurance Company

Document details

Collection	Alberta — Bills
Citation	L1 S4 10282
Type	bill
Volume / chapter	L1 S4 10282
Language	en
Format	json
Source	PROVINCIAL
Identifier	c641abbd0201da96957fe8990cf17e385ce08c41

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