CHAP. 87.

An Act to incorporate La Mutuelle Générale Cana

dienne.

[Assented to 29th June, 1897.]

HEREAS the persons hereinafter named have, by their peti- Preamble. tion, prayed to be incorporated as a company for the pur

pose of carrying on the business of accident insurance in all its branches, 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:

1. The Honourable J. G. Laviolette, the Honourable J. IncorporaGirouard, Thomas Millette, Alexandre Millette, the Honour- tion. able Trefflé Berthiaume, Arthur Fiset, Horace David, Jules Delattre and Lionel Dansereau, all of the city of Montreal, together with such persons as become shareholders in the company hereby incorporated, are hereby constituted a body corporate and politic under the name of "La Mutuelle Corporate Générale Canadienne" hereinafter called "the Company."

name.

2. The head office of the Company shall be in the city of Head office, Montreal.

3. The Company may make and effect contracts of in- Powers of surance with any person against all accidents or casualties of Company. whatsoever nature or from whatsoever cause arising to individuals or property whereby the insured may suffer loss or injury or be disabled, or in case of death from any accident or casualty secure to the representative of the person assured the payment of a certain sum of money, upon such terms and conditions as are agreed upon; and in like manner may also make and effect contracts of indemnity with any person against claims and demands of the workmen and employees of such person, or of the legal representatives of such workmen and employees, with respect to accidents or casualties of whatever nature or from whatever cause arising whereby the insured suffers pecuniary loss or damage or incurs costs and expenses.

Capital stock.

Increase of capital stock.

Calls on stock.

subscribed

before busi

4. The capital stock of the Company shall be two hundred and fifty thousand dollars, divided into shares of one hundred dollars each.

2. The directors may, after the whole capital stock has been subscribed for and fifty per cent paid thereon in cash, increase the amount of the capital stock at any time or from time to time to an amount not exceeding five hundred thousand dollars; but the stock shall not be increased until the resolution of the board of directors authorizing such increase has first been submitted to and confirmed by two-thirds in value of the shareholders present or represented at a special general meeting of the shareholders duly called for that purpose.

5. The shares of the capital stock subscribed for shall be paid by such instalments, and at such times and places as the directors appoint, but no call shall exceed ten per cent, and at Amount to be least thirty days' notice of each call shall be given: Provided that the Company shall not commence the business of insurance until at least twenty-five thousand dollars of capital stock have been paid in cash into the funds of the Company to be appropriated only for the purposes of the Company under this Act: Provided further, that the amount so paid in by any shareholder shall not be less than ten per cent upon the amount subscribed by him.

ness com

menced.

Provisional directors.

2. A further call of five per cent on the subscribed capital stock of the Company shall be made and paid up within twelve months from the time it commences business.

6. The persons mentioned by name in the first section of this Act, are hereby constituted provisional directors of the Company, and of such provisional directors a majority shall be a quorum for the transaction of business, and they may forthwith open stock books, procure subscriptions of stock for the undertaking, make calls on stock subscribed, and receive payments thereon, and shall deposit in a chartered bank in Canada all moneys received by them on account of stock subscribed, or otherwise received by them on account of the Company, and withdraw the same for the purposes only of the Company, and may do generally whatever is necessary to organize the Company.

First meeting 7. When one hundred thousand dollars of the capital stock of Company. has been subscribed, and fifteen per cent of that amount paid into some chartered bank in Canada, the provisional directors may call a general meeting of the shareholders in some place named by them, in the city of Montreal, in the province of Quebec, giving at least ten days' notice thereof in the Canada Gazette, and also in some daily paper published in the said city. At such meeting the shareholders present or represented by proxy, who have paid not less than ten per cent on the amount of shares subscribed for by them shall elect a board of

Election of directors.

not less than nine nor more than twenty-four directors, of whom a majority shall form a quorum.

2. No person shall be a director unless he is a shareholder Qualification. owning ten shares of stock absolutely in his own right, and not in arrear in respect of any call thereon, or any obligation contracted by him with the Company.

8. A general meeting of the Company shall be called at its Meeting of head office once in each year after the organization of the Com- shareholders. pany and commencement of business, and at such meeting a statement of the affairs of the Company shall be submitted; and special general or extraordinary meetings may at any time be called by any five of the directors or by requisition of any twenty-five shareholders specifying in the notice the object of such meeting.

2. Notice of each such meeting shall be sufficiently given Notice. by printed or written notice to each of the shareholders, mailed at least twenty days before the day for which the meeting is called, and addressed to the address of the shareholders respectively given in the books of the Company.

retire in

9. Three directors shall retire in rotation each year, and Directors to the three who first retire shall be chosen by the directors by rotation. lot, and so on in rotation, but any director retiring shall be eligible for re-election.

Surplus arising from shares confis

10. If the money arising from the sale of any shares confiscated for non-payment of calls is more than sufficient to satisfy all arrears and interest, and costs of the sale, the surplus cated and sold. shall be payable, on demand, to the owner of such shares, and there shall not be more shares sold than are necessary to satisfy such arrears, interest and costs.

of shares

2. If the payment of such arrears, and interest and costs is Redemption effected before a share so confiscated has been sold, such share confiscated shall revert to the owner thereof, as if all such arrears, interest but not sold. and costs had been duly paid before confiscation.

11. The Company may acquire and hold such real estate as Power to hold it requires for the purposes of its business not exceeding the real estate. annual value of five thousand dollars, and may acquire and hold such real estate as is bona fide mortgaged to it by way of security, or conveyed to it in satisfaction of debts or of judgments recovered: Provided always that all real estate so mortgaged or conveyed in security as aforesaid and acquired by the Company, shall be sold and disposed of within seven years from the time of its becoming the absolute property of the Company, otherwise it shall revert to the previous owner or to his heirs or assigns.

12. The Company may invest its funds in the debentures, Investment bonds, stocks or other securities of Canada or of any province

of funds.

Conditions of loans.

Additional security.

R.S.C., c. 124.

R.S.C., c. 118.

of Canada, or of any municipal corporation in Canada, or in debentures of any building society, loan or investment company, or on the security of any of the said debentures, bonds, stocks or securities, or on the security of paid-up shares of any building society, loan or investment company, and whether such debentures, bonds, stocks, securities or shares are assigned absolutely or conditionally or by assignment in the nature of a charge or mortgage thereon to the Company or to any officer of the Company or other person in trust for the Company, and in or on the public consols, stocks, debentures, bonds or other securities of the United Kingdom or the United States, or on the security of real estate, or in or on mortgage security thereon, or on the security of ground rents on real estate or other estate or interests in real property or mortgage security thereon in Canada, and may take, receive and hold all or any of such securities in the name of the Company, or in the name of trustees as aforesaid for the Company, whether for funds invested by being advanced or paid in the purchase of such securities or loaned by the Company on the security of any of such classes of property above referred to.

2. Any investment or loan above authorized to be made, may be on such terms and conditions, and in such manner, and at such time and for such sums, and in such sums of repayment, whether of principal or interest or principal and interest together, as the directors from time to time determine, and either in satisfaction of, or as collateral security for, debts due to the Company, or judgments recovered against any person in its behalf, or in security for the payment thereof or of any part thereof.

3. Provided further that the Company may take any additional security of any nature to further secure the repayment of any liability to the Company, or to further secure the sufficiency of any of the securities upon which the Company is above authorized to lend any of its funds.

13. This Act and the Company hereby incorporated and the exercise of the powers hereby conferred shall be subject to the provisions of The Insurance Act and any Act amending it.

14. Notwithstanding anything contained therein or in any other Act, The Companies Clauses Act, except sections eighteen and thirty-nine thereof, shall extend and apply to the Company, and shall be incorporated with and form part of this Act, in so far as is not inconsistent with any of the provisions. hereinbefore contained.

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