Guarantee

4. Before any policies are issued a guarantee fund of at scribed before least five thousand dollars, divided into shares of one hundred policies issued. dollars each, shall be subscribed and at least twenty per cent paid up thereon in cash, which guarantee fund shall be liable for the payment of losses and may be deposited with the Minister of Finance and Receiver General for that purpose.

Redemption of guarantee fund.

Provisional directors.

First election of directors.

Subsequent elections of directors.

Officers and by-laws.

2. The said guarantee fund shall be redeemable by the Society out of any reserve fund, surplus or other funds properly available for that purpose, at such times and upon such terms as are determined by the directors, and until redemption the directors may pay to the holders of shares in such guarantee fund interest upon the amounts paid up at such rate, not exceeding eight per cent, as is agreed upon.

5. The persons named in the first section of this Act shall be the provisional directors of the Society and a majority of them shall form a quorum, and they shall open books for the subscription of the guarantee fund.

2. So soon as the necessary subscriptions to the said guarantee fund have been received the provisional directors shall call a meeting of the guarantors from whom there shall be elected a board of nine directors, a majority of whom shall form a quorum.

6. For the election of nine directors, of whom a majority shall form a quorum, a general meeting of the members of the Society and of the guarantors shall take place yearly thereafter, at such time and place and upon such notice as is provided for in the by-laws, at which meeting a statement of the affairs of the Society shall be submitted; and until the redemption of the guarantee fund as provided in section four of this Act, six of the said directors shall be elected by the guarantors, and three by the members other than the guarantors present at the meeting, and at such meeting any other business may be transacted that is deemed necessary or expedient, and any guarantor or member otherwise qualified shall be eligible to be elected a director.

7. The directors shall from time to time elect from among themselves a president, vice-president and a managing director, and may also appoint and remove at pleasure all other officers, agents and servants of the Society, and the said directors shall in all things administer the affairs of the Society, and may make by-laws, from time to time, prescribing and fixing the qualifications, duties, powers and remuneration of the directors, the accumulating of a reserve and emergency fund, the voting power of the guarantors and of the other members respectively, the filling of vacancies in the board, the issue and registration of certificates of shares in the said guarantee fund, the forfeiture of such shares for non-payment, the disposal of forfeited shares and of the proceeds thereof, the transfer of shares in the said fund, the government, regulation and management of the

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the Society and the admission of members; and generally may make such by-laws as are proper and necessary for the purposes of the Society; and the directors may from time to time repeal, amend or re-enact such by-laws, but every such by-law and every repeal, amendment or re-enactment thereof, unless it is in the meantime confirmed at a general meeting of the Society, duly called for that purpose, shall have force only until the next annual meeting of the Society, and in default of confirmation thereat shall, at and from that time only, cease to have force.

call any

on

Case of guarantors in ar

8. No guarantor who is in arrears with respect to any share held by such guarantor shall be qualified to be rears. elected a director, or entitled to vote at any meeting of the Society.

antors.

9. The directors may, for the purposes of the Society, make Calls on guarcalls upon the guarantors for such amounts, and at such times as they see fit, and interest shall be payable upon calls from the day upon which they become due; but no guarantor, as such, shall be responsible for any act, default or liability of the Society or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or in connection with the Society, beyond the amount unpaid on his shares in the said guarantee fund; and the directors may also from time to time make assessments and calls upon the members, and fix the amounts, and the times and manner of payment of such assessments and calls, and may also provide conditions upon which in case of non-payment of any assessments, calls or dues by any member the membership of such member shall cease, and he shall have no claim upon the property or assets of the Society.

shares in guar

antee fund.

10. No share in the said guarantee fund shall be transferred Transfer of until all calls thereon have been paid, but any shares forfeited for non-payment of the calls thereon may be re-issued by the Society.

11. The surplus funds of the Society shall be invested in Investment of securities which are a first charge on land in fee simple in surplus funds. Canada, or on deposit with or in debentures of loan and investment companies incorporated in Canada, or in debentures of municipal or school corporations or in securities of Canada, or of any of the provinces thereof, or shall remain deposited at interest in the name of the Society in any chartered bank, but the Society shall sell such real estate and property as it acquires by foreclosure of any mortgage, or lien within seven years after it has been so acquired, otherwise it shall revert to the previous owner or to his heirs or assigns.

12. Upon every policy issued by the Society shall be printed Conditions of so much of any by-laws, rules and regulations of the Society to be printed membership

169

as on policies.

R.S.C., c. 118.

R.S.C., c. 124.

as relate to membership and the conditions of membership, and so long as such conditions, or any amendments and any other conditions authorized thereby, are complied with, the policy holder shall remain a member of the Society and shall enjoy all the benefits and privileges of membership.

13. Notwithstanding anything contained in The Companies Clauses Act, sections five, eight, twelve, fourteen, thirty-five and forty of the said Act shall extend and apply to the Society hereby incorporated and shall form part of this Act, in so far as they are not inconsistent with any of the provisions hereinbefore contained.

14. The Society and the exercise by it of the powers hereby conferred shall be subject to the provisions of The Insurance Act, and any Act amending it.

OTTAWA: Printed by SAMUEL EDWARD DAWSON, Law Printer to the Queen's most Excellent Majesty.

CHAP. 81.

An Act respecting the Eastern Assurance Company

of Canada.

[Assented to 28th June, 1895.]

HEREAS the Eastern Assurance Company of Canada has Preamble. by its petition represented that the further continuance of

its business is undesirable and the directors have resolved to dis- 1888, c. 96. pose of the business and affairs of the Company to the Union Assurance Society of London, England, and an agreement, a copy of which is contained in the schedule hereto, has been entered into between the said Union Assurance Society of London and the said Eastern Assurance Company of Canada; and whereas it appears to be in the interest of the said Eastern Assurance Company of Canada and of the shareholders thereof that the said agreement be carried out and legalized and confirmed; and whereas the Company has by its petition prayed that the said agreement be ratified and confirmed, and it is expedient to grant the prayer of the said petition: Therefore Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

Agreement

1. Subject to the provisions of The Insurance Act, the said confirmed. agreement, a copy of which is contained in the schedule hereto, is hereby approved, ratified and confirmed and declared to be valid and operative as and from the date thereof.

Transfer of

the Union As

2. Upon payment by the Union Assurance Society of Lon- affairs of the don of the sum of one hundred and twenty-five thousand dol- company to lars mentioned in the said agreement, the said Society or its surance Sonominees shall thereupon become the holders of all the shares ciety of Lonof the capital stock of the said Eastern Assurance Company of Canada.

don.

SCHEDULE.

MEMORANDUM of agreement made and entered into this twentysixth day of April, in the year of our Lord one thousand eight hundred and ninety-five, between the Eastern Assurance Company of Canada, a body corporate and politic whose head office is at Halifax, in the province of Nova Scotia, of the one part, and the Union Assurance Society, whose head office is at 81, Cornhill, London, England, of the other part.

Whereas at the regular annual meeting of the said Eastern Assurance Company the following resolution was duly and regularly passed, viz :

"That the directors be and are hereby authorized in their "discretion to apply to the Dominion Parliament for amend"ments to the charter or Act of incorporation of the Eastern "Assurance Company of Canada, reducing its authorized and "subscribed capital from one million dollars to five hundred "thousand dollars, and its paid-up capital from two hundred "and fifty thousand dollars to two hundred thousand dollars, "with power to carry the amount of such reduction of paid-up 66 capital to a reserve fund.

"Provided, however, should the foregoing legislation be "not obtained, or the further continuation of the business "from any cause be deemed undesirable, the directors are "hereby authorized to dispose of the business and affairs of "this Company in such manner as they may deem to be in "the best interest of its shareholders."

And whereas owing to serious losses the further continuance of the business is deemed undesirable by the directors of the said Eastern Assurance Company, and the directors have resolved to dispose of the business and affairs of the Company to the said Union Assurance Society.

Now therefore it is mutually agreed as follows:

1st. The said Union Assurance Society agrees to, and does hereby, reinsure all risks of the said Eastern Assurance Company outstanding at noon standard time on the day of the date hereof under policies, interim receipts, certificates or other contracts against loss or damage by fire or lightning upon property wheresoever situate in the Dominion of Canada, or the Colony of Newfoundland heretofore issued by said Eastern Assurance Company, it being understood and agreed that said Union Assurance Society shall have the benefit of all the policies or contracts of reinsurance in favour of the said Eastern Assurance Company upon risks covered by the said policies. And the Eastern Assurance Company and its agents shall cease writing within fifteen days from the date of the signing of this agreement, unless otherwise directed by the Union Assur