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articles of indenture were executed, be lodged with the Clerk of the Common Council
of the City of Toronto, who is hereby required to file such copies. To what purposes the V. And be it enacted, That all property which shall at any time belong to the said funds of the Institu- Institution 2. Institution, as well as the revenues thereof, shall at all times be appropriated and
as well tion may be applied,
applied exclusively to provide for the destitute poor, and to promote and encourage
habits of honest industry in the young, and for no other use or purpose whatsoever. Persons now acting VI. And be it enacted, That the persons now acting as the Committee or Board of considered as managers for the present,
Management of the said Institution, shall have the like powers, and be considered as
till such time as Managers shall be appointed, as provided for by this Act. Statements to be made VII. And be it enacted, That the said Corporation shall be bound, when required when required by the Governor,
by the Governor, or person administering the Government of this Province for the time being, to render true statements of their receipts and expenditure, and of the real and
personal estate held and enjoyed by the said Corporation. Public Act,
VIII. And be it enacted, That this Act shall be a public Act.
C AP. XXXV I.
[ 2d August, 1851. ] Preamble,
THEREAS a Guarantee Company, for the purpose of interposing their
guarantee for the integrity and faithful accounting of Public Officers and their Deputies, Managers, Secretaries, Cashiers, Collectors, Receivers, Clerks and other persons of reputation, would be of great advantage and convenience within this Province, and the several persons hereinafter named have, by their petition, prayed to be incorporated as a company for such purpose, with the requisite powers and capital for carrying on the said business : Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and of the Legislative Assembly of the Province of Canada, constituted and assembled by virtue of and under the authority of an Act passed in the Parliament of the United Kingdom of Great Britain and Ireland, and intituled, An Act to re-unite the Provinces
of Upper and Lower Canada, and for the Government of Canada, and it is hereby Commencement: enacted by the authority of the same, That Philip Durnford, Peter McGill, Alexander Certain persons incor- Simpson, Joseph Wenham, William Workman, Ferdinand MacCulloch, Charles Smith porated.
Ross, David Davidson, Benjamin H. LeMoine, and their successors, and such and so many other persons or parties as shall become shareholders in the capital stock
hereinafter mentioned, shall be, and they are hereby constituted a body politic and Corporate name and corporate by the name and designation of The Canada Guarantee Company, and powers,
shall be entitled to carry on, and from time to time to make By-laws not inconsistent with this Act or with any law of or in this Province, for the more effectually carrying on of the business of a Guarantee Company in all its various branches and departments, by interposing the guarantee of the Company for the integrity and faithful accounting of Public Officers and their Deputies, Managers, Secretaries, Cashiers, Collectors, Receivers, Clerks and other persons of reputation, approved of by the Company, on payment of an annual or other gross or periodical premium per centum, in proportion to the amount of security required and the circumstances of every individual case, and for transacting such other description or species of Guarantee transactions as the Directors of the Company shall from time to time deem expedient, and with and under the conditions and declarations, and the powers and privileges hereinafter set forth
or referred to. Capital, £125,000; II. And be it enacted, That the capital stock of the Company hereby incorporated 10,000 shares of £12
shall be One Hundred and Twenty-five Thousand Pounds, currency, divided into Ten 10s, each,
Thousand indivisible Shares of Twelve Pounds Ten Shillings each, with power to increase the same as hereinafter mentioned.
III. And be it enacted, That so soon after the passing of this Act as may be, the Books of subscription
to be opened. persons hereinbefore named, or a majority of them, shall appoint a Committee of five of their own number, which Committee, or a majority of them, shall cause books of subscription for the capital stock of the Company to be opened in the City of Montreal, and at such other places, and under such regulations as they may direct.
IV. And be it enacted, That so soon as the sum of Twelve Thousand Five Hundred First general meeting Pounds, or upwards, shall have been subscribed for, and not less than five per centum of Subscribers. thereof shall have been paid and deposited in some one or more of the incorporated Banks of this Province to the credit of the said Committee, to the use of the Company, it shall be lawful for the Committee aforesaid, or a majority of them, to call by advertisement a general meeting of the subscribers, at a time and place in the City of Montreal, to be announced in such advertisement, for the purpose of electing Directors for the management of the affairs of the Company, of which meeting not less than thirty days' notice shall be given by such advertisement. V. And be it enacted, That the scale of voting at general meetings shall be as
Voting at meetings. follows, that is to say : for any number of shares not being less than five, one vote ; for every number of shares not being less than fifteen, but less than twenty-five, two votes ; for every number of shares not being less than twenty-five, but less than forty, three votes ; for every number of shares not being less than forty, but less than fifty, four votes ; for every number of shares not being less than fifty, but less than seventy-five, five votes ; for every number of shares not being less than seventy-five, but less than one hundred, six votes ; for every number of shares not being less than one hundred, but less than one hundred and twenty-five, seven votes ; for every number of shares not being less than one hundred and twenty-five, but less than one hundred and fifty, eight votes ; for every one hundred and fifty, or more shares, ten votes, being the maximum for any one Shareholder ; and any absent Shareholder may Proviso. vote by proxy, provided such proxy be also a Shareholder: Provided always, that no Proviso. Shareholder in default for non-payment of any instalment shall be entitled to vote at any meeting of the Shareholders.
VI. And be it enacted, That for the management of the“affairs of the Company, there shall be nine Directors, who shall be elected by the Shareholders at their first general meeting, to serve as Directors until the next annual general meeting ; when, and at every succeeding annual general meeting, a like number of Directors shall be elected to serve for the ensuing twelve months : Provided always, that no person shall be proviso. qualified to be a Director, unless he be, and continue to be, during his directorship, the proprietor in his own name and right, of not less than twenty shares of the capital stock of the Company, and be moreover a resident in the Province, and a natural born or naturalized subject of Her Majesty : And provided also, that the Directors Proviso. in office at the period of each annual election of Directors shall be eligible for re-election for the then ensuing twelve months.
VII. And be it enacted, That notwithstanding any thing in the next preceding Number of Directors section contained, it shall be competent to the Shareholders, at any special or general may be reduced or meeting, to reduce to not fewer than five, or to increase to not more than thirteen, the number of Directors: Provided always, that not less than thirty days previous public Proviso. notice shall be given of an intention to propose a reduction or an increase
the number of Directors.
VIII. And be it enacted, That whenever a vacancy in the directorship shall occur Vacancy in Directorin the interval between two annual general meetings, the remaining Directors shall fill ship how filled up. up the vacancy by election from among the qualified Shareholders; and every Shareholder so elecied shall be and serve as a Director until the annual general meeting next following the date of his election, and at all meetings of Directors not less than Quorut. three shall form a quorum.
IX. And be it enacted, That it shall be lawful for the Directors, for the time being, Remuneration to Dito appropriate annually from the profits of the said Corporation or Company a sum not rectors, exceeding Five Hundred Pounds, currency, for their remuneration, to be divided among
them according to such rules as they may appoint; which sum may be increased or
diminished by the Shareholders at their annual general meeting. Guarantee proposals. X. And be it enacted, That the Directors shall have full power to accept or reject all
Guarantee proposals ; also, to fix the general rates, terms and conditions on which
re-establish any Guarantee agreement or policy which may have expired by reason of Proviso,
the assured failing to pay the premium, or otherwise ; provided, that until the fund hereafter described as “ The Shareholders' Fund” shall amount to, or the securities wherein the same shall be invested, shall be of the value of Twenty-five Thousand Pounds at least, no Guarantee proposal shall be undertaken by the Company on behalf of any one individual to an extent exceeding Two Thousand Five Hundred Pounds, excepting in cases where on behalf of the Crown, or of any incorporated or chartered Bank, Savings Bank, Friendly Society, or Charitable or other incorporated Society in this Province, a greater amount of security shall be required, in which several cases the Company shall be at liberty to undertake risks on behalf of any one individual to the extent of Five Thousand Pounds currency, and no more; and it shall be lawful for the Directors to make such regulations as they shall see fit for the purpose of allowing persons who shall effect Guarantee Policies, or the parties whose integrity shall be thereby guaranteed, to participate in the profits arising from the business, and that, to such extent, and upon such terms and conditions as the Directors may from time to
time think proper for increasing the business of the Company. Policies not to limit. XI. And be it enacted, That no bond or policy given or entered into by the Company the general liability of shall in any wise limi the Company, &c.
shall in any wise limit or restrict the general liability of the Company or its individual members, as regards the recovery of any moneys by such bond or policy to be secured,
within the limitations or restrictions hereinafter mentioned. Branches or Agencies XII. And be it enacted, That it shall be lawful for the Directors to establish may be established.
Branches or Agencies of the Company, in such places within this Province as they may deem advantageous, with such Agents, Managers, Secretaries, Local Boards, and other means of management, and at such commissions and salaries, and subject to such regulations and conditions as they may think fit, with full power for the Directors to determine and recall, suspend and dismiss, without reason assigned, or to vary and modify the institution, functions, powers, duties and allowances of all such Branches,
Agencies, Agents, Managers, Secretaries and Local Boards. The guarantee of the XIII. And be it enacted, That it shall be lawful for the Guarantee of the Company Company may be to be accepted for any person who is or who hereafter shall be appointed to any public taken in lieu of secu. rity from persons in office or employment, and shall be required by himself, or by himself and Sureties, to public offices and em cive security by bond dennoit
give security by bond, deposit or otherwise, under any Law or Act of Parliament or ployment.
otherwise, now or hereafter to be in force; and every such Guarantee of the Company shall be given and executed by their bond or policy, to and in favor, and to the use of Her Majesty, Her Heirs and Successors, and subject to such conditions as shall be required by the Principal Officer of the office or department in which the appointment is or shall be made, and the same when taken and accepted shall be in lieu of the security required by any Act or Statute, Rule or Regulation now in force, or to be from time to time in force; and the acceptance of every such guarantee and bond or policy, for and on behalf of Her Majesty, Her Heirs and Successors, shall be held to be sufficient, and sufficiently proved by the signature of the Principal Officer of the office or department, or the signature of the Inspector General of Public Accounts, when the security is for or on behalf of such Principal Officer himself, subscribed under the word • accepted,” on the face of, or endorsed upon the bond or policy; any law or usage
to the contrary notwithstanding. Evidence in cases of XIV. And be it enacted, That it shall be lawful for the Principal Officer of the office forfeitures of such po. licies,
or department in which any such bond or policy shall be taken or accepted as aforesaid, and the Inspector General of Public Accounts for the time being, by certificate under their respective hands, to declare that the public revenue has been, and to what extent damnified ; or to state the amount of the loss occasioned by any act done, or any
payment or duty omitted, in contravention of the duty or purpose for the due performance
XV. And be it enacted, That for or in addition to the bonds or securities entered The like guaranteo into and given, or to be entered into and given by any, and the sureties of any Manager, may be taken in lieu
501, of any security requir. Treasurer, Actuary, Cashier, Clerk, or other person of or in tne employ of any Bank, ed from any Officer of
Banks, Savings Savings Bank, Friendly Society, Loan Society, Benefit Society, Building Society or Charitable or other Society, under or by virtue of any Act of the Parliament of this others. Province, or of the former Parliament of either section of this Province, or of any constitution, by-law, rule, or regulation of or relating to the said several Banks and Societies, or to any or either of them, the guarantees and bonds or policies of the Company hereby incorporated may be substituted or taken and accepted ; and thereupon the provisions in any such act, or in any such constitution, by-law, rule, or regulation, in relation to such bonds and securities, shall, in so far as the same may be practicable, become and be applicable to the guarantees and bonds or policies of the Company substituted or taken and accepted in lieu thereof; and the acceptance by any such Bank, Savings Bank, Friendly Society, Loan Society, Benefit Society, Building Society, Charitable or other Society, of every such guarantee and bond or policy of the Company, shall be held to be sufficient and to be sufficiently proved by the official signature of their President, Cashier, or Principal Manager, subscribed under the word “accepted” on the face of, or endorsed upon the bond or policy; any law or usage to the contrary notwithstanding.
XVI. And be it enacted, That it shall be lawful for the Company to purchase, and Company may purhold in their corporate name, lands, tenements and hereditaments, for the purpose of clase lands for places occupying the same as a place or places of business, not exceeding in the whole the annual value of Two Thousand Pounds at the time or respective times of such purchase.
XVII. And be it enacted, That instalments of the capital stock of the Company, may Instalments. from time to time, be required to be paid up, provided that no instalment shall exceed ten per centum of the amount subscribed, nor shall be required to be paid until after at least thirty days' notice in the Canada Gazette, and in any such other newspaper or newspapers published in the Province, as to the Directors shall from time to time seem meet; nor shall successive instalments be required at loss than an interval of three months, nor shall the aggregate amount of instalments in any one year exceed thirty per centum, except as regards any instalments which may be required under the Excen provision hereinafter contained for increasing the amount of the Shareholders' Fund.
XVIII. And be it enacted, That if any Shareholder shall make default in the payment Shareholders in deof any instalment on his shares, he shall ipso facto be and become further liable to the fault of payment of
instalments, payment to the Company of interest on the amount of the unpaid instalment from the date on which the same should have been paid ; and the Company in its corporate name may recover the amount of every unpaid instalment with interest as aforesaid, and costs of suit, in any Court of competent jurisdiction.
XIX. And be it enacted, That in any action by the Company against a Shareholder Evidence in such case, for the recovery of an unpaid instalment on his shares with interest, it shall be sufficient for the Company to declare that the defendant is a holder of one or more shares of the capital stock, and is indebted to them in the amount of the unpaid instalment and interest ; and in every such action it shall not be competent to the defendant to plead the general issue, but he may, by a plea in denial, traverse any particular matter or matters of fact alleged in the declaration, or specially plead some particular matter or
matters of fact in confession and avoidance, and the certificate of the Secretary or Principal Manager of the Company, and a number of the Canada Gazette containing the notice calling in the instalment sued for, shall be sufficient prima facie evidence of the defendant being a holder of the number of shares specified in the certificate, and of the instalment thereon demanded having been duly called in ; and no other Shareholder shall be deemed an incompetent witness in such actions either for or
against the Company; any law or usage to the contrary notwithstanding. In actions by or XX. And be it enacted, That in all actions by or against the Company, copies against the Company, copies of proceedings' of the proceedings of the Shareholders, or of the Directors of the Company, extracted of Shareholders or
from their minute book or books of proceedings, and certified by their Secretary or Directors extracted from Minute Book to Principal Manager, shall be prima facie evidence of the contents of such copies in all be primâ facie evid
Courts of civil jurisdiction in this Province. Shares transferable. XXI. And be it enacted, That the shares of the Company shall be transferable, and
all transfers of shares shall be registered in a book or books to be kept for that purpose, in such form as the Directors may appoint, provided that no share shall be transferable until all the instalments thereon called in shall have been paid up, and the party
desirous of transferring shall have discharged all other his liabilities to the Company. Powers to borrow mo XXII. And be it enacted, That it shall be lawful for the Company to borrow, on ney on mortgage.
mortgage or bond, from time to time, any sum of money not exceeding, in the whole,
Twelve Thousand Five Hundred Pounds, Currency. Money borrowed to be XXIII. And be it enaçted, That the period for the re-payment of moneys borrowed repaid in eighteen
by the Company, with the interest thereof, to be inserted in the mortgage deed or bond,
shall not exceed eighteen months interval from the date of the loan. Meetings
XXIV. And be it enacted, That all meetings of the Company shall be held at the chief place of business of the Company in the City of Montreal, or at such other place in the said City as the Directors may from time to time appoint; that the Directors shall be authorized to call Special General Meetings of the Shareholders, whenever, in their opinion, the interests of the Company shall require the same; and that an Annual General Meeting of the Shareholders shall be held on the first Monday, or if that shall
be a Holiday, then, on the first Tuesday of the month of July, in every year. Extraordinary meetings.
XXV. And be it enacted, That any number not less than twenty of the Shareholders, holders of not less than one-third part of the capital stock of the Company, may at any time, in writing, require of the Directors to call an Extraordinary General Meeting of the Shareholders, for any special purpose or purposes, to be specified in the requisition, and relating to the affairs and interests of the Company; and thereupon, it shall be the duty of the Directors to call the same, giving thirty days previous public notice of the time and place, when and where it shall be held; but if the Directors shall refuse, or for one week shall neglect to comply with the requisition, the Shareholders making the requisition may themselves call such Extraordinary General Meeting, giving a like previous public notice, and specifying in the notice the special purpose or purposes for which the meeting is called.
XXVI. And be it enacted, That “ T'he Shareholders' Fund” shall consist of the moneys not required for the immediate purposes of the Company, and the same may be laid out in or on the security of any public stock or debentures of the Imperial or Provincial Governments, stock of Chartered Banks now doing business in this Province, or on real security ; and that it shall be lawful to deposit with any such Chartered Bank (but not on the security of the stock of any such Chartered Bank) any sum not exceeding, at any one time, one-fifth of the said fund for the time being, or the sum of Five Thousand Pounds; and as regards other moneys belonging to the Company, the same may be invested in all respects as the said Directors may from time to time think
proper. Appointment of Pre. XXVII. And be it enacted, That the Directors of the Company may appoint from sident, Vice-Presi
among their number a President, and also a Vice-President, and may appoint such Officers, Managers, Secretaries, Treasurers, Clerks, and others as they may see fit, and
Investment of funds,
dent, Officers and others,