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Sciences
Coiporaliori
23 WEST MAIN STREET
WEBSTER, N.Y. MSM
(716)872-4503
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V
To all to whom these presents shall
or may come,
' StnOb) all iWen by this PubUc instrument
and Indenture, that we, the subscribers hereunto, P«eambie.
have entered into and formed an Association of
h'mited extent, and in manner and form hereinafter
more particularly described, foi the sole and only
intent and purpose of Insuring against accidents by
the perils and dangers of the seas and navigation, in
our collective capacity, and under the guarantee of
the Joint Stock hereunto subscribed, only ; by and
in the name, firm, or style of the
CANADA MARINB INSURANCE COMPANY. St^'e*
And we do hereby mutually, individually, and jointly
covenant, declare, and agree, that the following
Articles, to which we have hereunto subscribed, are,
and shall be, the fundamental terms and conditions
of this our mutual agreement and association for the
purpose aforesaid, by which, we the subscribers, our
assigns, heirs, executors, and administrators, (being
at any time or times hereafter Stockholders in the
said Company,) as well as all and every other person
or persons, who at any time or times hereafter may or
shall enter into, contract, or transact any business,
A
Capital
Slock
ufluirs or concerns, either directly or indirectly with
the said Company, are and shall he regulated, afid
hound to conform to, in all respects and particulars
whatsoever.
ARTICLE riRST.
See. Ist, It is hereby provided and mutually
covenanted and agreed, that the Joint Stock of the
in 1560 ' aforesaid Canada Marine Insurance Company shall
£ioooachf *^o^ exceed the sum of one hundred and fifty thousand
pounds, current money of this Province, divided into
one thousand five hundred shares, of one hundred
pounds each.
Sec. 2nd And from and after the day of the date
PerBons hcfeof, Until thc period when one thousand five
cising the hundred shares in the said Stock shall have been
r.'a^p«biB"of subscribed for and taken up, any person or persons,
Holding jj^^y suhscribe for, bold, have, and enjoy any, and so
many share or shares, as he, she, or they shall think
fit ; provided, however, that no person or persons,
not exercising their rights, — married women having
no separate property, and sous puissance de mari, and
minors, non-emancipated, can either by right of pur-
chase, inheritance, or otherwise, become Stock-
holders of this Company ; but the Guardians, Cura-
tors, Tutors, or other legally authorized representa-
tives of such person or persons as aforesaid, not
exercising their rights, may in the case of inheritance
be permitted to receive any dividend or dividends,
accruing upon the Stock so inherited, upon granting
and lodging with the said Company, sufficient and
approved security for the fulfilment of the Rules and
Regulations of the said Company, and more especial-
ly for the payment of Instalments, should any be
demanded.
stock.
Proviso.
r
3
Sec. 3rcl. Provided, however, and nevertheless,
anything- to the contrary herein notwithstai^ding, that
no transfer or transfers, assignment or assignments, j^^J'^J"^';]
of any share or shares in the Capital Stock of this ijv conaent
Company, shall be made or pretended to he made, oroi oirec-
in any manner or way whatsoever become valid, legal, '""'
or effectual, or confer any right, privilege, or interest
in the said Company, until the same shall be ap-
proved of, agreed to and perinilted by a resolve of a
legal meeting of Directors, and subsequently regular-
ly entered in the Register of tiie proceedings of the
Board of Directors, and therein duly attested by the
Secretary of the said Company for the time being. —
And in all cases where transfers of Stock shall be so
as aforesaid permittted to be made, the party so^^^'^'"'
transferring shall return his, her, or their Certificate
of Slock, into the hands of the Company, duly
endorsed in favor of the Transferee, who shall there-
upon sign the Rules and Regulations of the Com-
pany ; — and provided also, that the Transferee,
having so as aforesaid, complied with the Rules of
the Company, shall thereupon take out a new Certi-
ficate of Stock, which shall be duly Registered by the
Secretary of the said Company for the time being,
in a book appropriated for that special purpose.
bs
ARTICLE SECOND.
Sec. 1st. And it is hereby further covenanted and
affreed, that the Shares in the Joint Stock aforesaid
of the said Company, shall be, and the same are
hereby vested in the several persons, bodies politic or
corporate, whose name or names, iirm or firms, style
or styles, are hereunto subcribed.and in their several
respective heirs and assigns, (having legal succession
in virtue of this deed,) proportionally to the sum or
sums, which they, and each of them, may or shall
^ub^cribc, and such Stockholders (having conformed
to the stv«)ulations of this deed,) shall severally and
frTtll'^Je' lespectively be entitled to receive from and after the
cdvji divi- period, when the said Company shall have actually
profit." been established and in operation, the entire and nett
distribution of one proportional part or share of and
in the profit and advantage, that shall or may arise
and accrue, on each and every share of and in the
Joint Stock of the said Company, which such Stock-
holder or Stockholders may respectively hold and
own, and so in proportion for any greater number of
shares, which each and every such Stockholder or
Stockholders may hold and own.
Sec. 2d. And it is hereby further covenanted and
agreed, that upon every or any subject, proposition
or question which shall occur, be discussed or be put,
relating to the affairs of the said Company, each
How votes inemb.r holding five shares or under, shall have one
are to be yoicc or votc, for and in respect of each share which
0ivnn. 1111 »
he shall hold or possess in the said Company ; each
member holding not less than Six Shares^ nor more
than Eight Shares, shall have Six Votes ; each mem-
ber having and holding not less than Nine Shares,
nor more than Twelve Shares, shall have Eight
Votes; each member holding not less than Thirteen
Shares nor more than Nineteen, shall have Ten Votes ;
and each member holding Twenty Shares or up-
wards, shall have Twelve Votes, and so in propor-
tion, that is to say, for every Twenty Shares in ad-
dition, Twelve Votes ; whicn vote or votes may be
given by any such member or members as aforesaid,
either in person or by his, her or their proxy or
proxies, appointed by writing under his, her or their
hand or hands, and such vote by such proxy given,
shall be as effectual to all intents and purposes as if
the principal or principals had voted in person, and
given
Vote by
proxy.
5
whatsoever question, election of officers, or other
matters or things shall be proposed, discussed or con-
sidered in any Public Meetin<^, to be held as tierein
provided, the same shall be finally determined by the
majority of votes and proxies then present, and the
Chairman at every such Meeting, in case of a divi-
sion of equal number, shall have the casting vote, al-
though he shall have voted before. Provided always,
that no person shall vote by proxy, unless he be a
proprietor, and that a part or parts of a share or
shares, bhall not entitle any person to vote in person
or by proxy.
ARTICLE THIRD.
Sec. 1st. And it is hereby further covenanted and
agreed that, to direct and superintend the generalafFairs,
business and concerns of the said Company, a Presi-
dent and four Directors shall be chosen from amongst
the Stockholders, each of whom shall be holders of at
least Ten Shares in the Joint Stock of the said Com-
pany, and shall be subjects of His Majesty, resident
in the city or district of Quebec, and shall be chosen
at the time or times, and in the manner and form as
hereinafter it is provided aud stipulated.
Sec. 2nd. And it is hereby further provided, coven-
anted and agreed upon, that Jameb Bell Forsyth is
hereby declared to be in virtue of this deed, the first
PresiderU, and that Jeremiah Leaycraft, Francis Bu-
teau, James Dean and David Burnet, are in like
manner by virtue of this deed, declared to be the first
Directors of and for the said Canada Marine In-
surance Company, and shall for the purposes afore-
said, remain, continue and act as President and
Directors as aforesaid, for the period hereinafter men-
tioned and limited, that is to say, until the first Mon..
day in April, which will be in the year of our Lord,
Companys
aflfairs tu
be man-
aged by a
President
and four
Directora.
Qualifica-
tion.
Names of
first Presi-
dent and
Directors.
Mode of
election.
May be
re-elected.
To retire
when dis'
qualified.
one thousand ei<>'ht liuiidred and thirty-ciu^lit, when
and on which day (two weeks previous notice havinj^
been given in one or more of the newspapers pub-
lished at Quebec and Montreal,) a President and
four Directorti, duly qualified as aforesaid, shall he
elected by the Stockholders of the said Company for
the time beiiijr, entitled to vote, votin<j^ by Ballot,
and according' to the manner hereinbefore provided,
with respect to votings at General Meetings ; which
Ballot shall be deposited in the Ballot Box at the
Company's Office, at the city of Quebec, between the
hours often in the forenoon and one in the afternoon,
on the day of the election, at which hour of one
o'clock in the afternoon of the said day of election,
the said ballot box shall be opened and the ballots
therein verified, and numbered in the presence of such
Directors or other Stockholders as may then be pre-
sent, not being fewer than three ; and the persons
(duly qualified to be chosen President and Directors
as aforesaid,) that shall, by such ballots, be found to
have the greatest number oT votes, shall forthwith
be declared duly elected President and Directors for
the said Company for the twelve months, then next
ensuing. Provided, however, that nothing in this
Deed contained shall be so construed as to prevent
the President, or any Director for the time being,
from being re-elected if duly qualified as aforesaid.
Provided also, that no person or persons, so elected
as President, Director or Directors, shall or may con-
tinue to hold or exercise such office or situation of
President or Director, for any longer period, than he
or they may remain and continue, duly qualified and
competent, according to the stipulation of this Deed.
Provided also, that the President, or any Director or
Directors refusing, neglecting, or delaying to sign
any document or documents, writing or writings.
1
t, vvlieii
C' having
rs piib-
enr and
sliull he
)any (or
Ballot,
rovidetl,
whirli
at the
'cen the
ernooii,
of one
jlection,
ballots
J of such
be pre«
persons
•irectors
bund to
>rthwi(h
tors for
en next
in this
prevent
being-,
)resaid.
elected
ay con-
ition of
han he
ied and
i Deed,
ctor or
.0 sign
'itings.
1
requiring the signature or signatures of the President
or Directors, agreeable to the stipulations of this iiodJidul
Deed, when duly rcauired so to J<ign, or refusing, ^^^
neglecting, or delaying to attend any Meeting, or
Meetings of the Board of Directors for three or more
times successively, without giving notice to the Pre-
sident of the said Company, for the time being, of
the reason of such non-attendance ; shall (having
been duly notified to attend such Meetings, and "ot en^„„, y^.
being absent from Quebec, or confined by sickness,) cn»nfB lo
in either of the above mentioried cases, be held and wii'lin "^
considered to have resigned his or their situation of '^^^^^
President, Director or Directors; and in the event
ofany vacancy in the Presidentship or legal number
of Directors for the time being, by death, absence,
sickness, inability, disquahficiUion or otherwise, the
same shall within three weeks from the period the
said vacancy shall be reported, to the Board of Direc-
tors, or as soon thereafter as possible, be filled up by
a new election in manner and form aforesaid.
Sec. 3d And it is hereby further provided, that
the President and two Directors, or any three Direc- „
tors shall form a legal quorum, or board for the dis- nnduvo
patch of business, and every question, motion, matter ^r'Th"'"^'
or thing proposed or submitted in the said Meeting |2''}r
or Board of Directors, shall be decided by the roajo- quorum
rity of votes present ; no Member shall have more Directors
than one vote in the said Meeting of Directors, on^vore
excepting the President, who in case of a division of '""'''•
equal numbers shall have the casting vote, that is to President
say, a double vote. Provided that the Secretary for vote,
the time being, whose duty it shall be to attend, secretary
and be present at all and every Meeting of the Board "° ''°'^*
of Directors, shall not have any vote in any meeting
oi Directors aforesaid ; but he shall, nevertheless, be
r«p
rectors
rm a
i^
8
Meeting of
Directof^,
How call-
ed.
pcrmitled to have a deiiberulive voice, on luatlcrs
touching the daily and ordinary transaciioiis of the
Company under his charge, und on iiiea8urc8 by Urn
submitted to the consideration of such meeting or
Board of Directors. The said Board of Directors to
meet once in every week, on such day as may here-
after be fixed by the President, with the con«<ent of
a quorum of the said Directors. Provided also,
that no meeting of Directors (except the weekly meet-
ings, before mentioned,) shall be legal unless the
same shall have been called by order of the President
by a written or printed notice, signed by the Secre-
tary, for the time being, stating the principal object
or matter, to be submitted to such meeting, and
directed to each of the said Directors, present in
Quebec, for the time being.
Sec. 4lh. And it is hereby further provided, that
the Directors shall, each one week in rotation, and
as notified by the Secretary, attend at the Company's
Office, to see that the business and affairs thereof
are duly and properly conducted ; and the name of
the said Director for the week, shall be inserted in
one or more of the Newspapers printed and pub-
lished at Quebec.
Sec. 5th. And it is hereby further provided, that
neither the President nor any Director shall be en-
titled to demand or receive for his service, in the
said Company, any salary or emolument v^hatsoever.
ARTICLE FOURTH.
Sec. 1st. And is hereby further covenanted and
B Laws agreed, that the President and Directors of the said
to be made Company or quorum thereof, as aforesaid, for the
dJnfind time, being duly assembled at the Office of the said
Dicectora. Company, in manner aforesaid, shall have full pow-
er .nd authority to make, ordain and enact all and
Duly of
Direcior
for the
week, and
ot the
Secretary.
Presidetit
and Direc-
tors to
serve gra-
tia.
i
9
s of the
* by Lin»
jeting or
ectors to
Ay hcre-
nment of
ed also,
ly meet-
ess the
resident
3 Secre-
I object
ig, "and
sent in
d, that
m, and
ipany's
thereof
lame of
rted in
id pub-
d, that
be en-
in the
soever,
id and
he said
for the
he said
povv-
ill and
every ;md so many By-Luws, Rules, Orders and
Re<^'iilatioiis, not being; repu!;'nant \o (he Statutes,
Customs, or Laws of this Province, or to ihe express
condition of (his Deed, as by the said Directors or
quorum thereof, as aforesaid, shall be jud<j;ed neces-
sary and expedient, as well for the Direction, con-
duct and well governinij^of the said Company, its
Officers and Servants, as of the property and estate
by ihe said Company held, and the snino to revoke,
alter and amend, as in their opinion will more cifec-
tually promote the true interests of the Company.
Sec. 2nd. And it is hereby further agreed, that all
By-Laws, KdIcs, Orders and Regulatiois of the said ^''^f'^'^f
Con'.panv, which shall exist at the time of enterinii: ""t to afl
• * ^ . . .,1 ^ foe exiat4
into any contract or agreement, with any [)erson or ing con-
persons in their private and individual caparity, being SSjuiu
a Member or Members of the said Conipany, or
with any other person or persons individually or
collectively, not being a Member or Members of the
said Company, shall in respect of such person or
persons be considereil as the only By-Laws, Rules,
Orders, and Regulations of the said Company, until
such contract and agreement shall have been utterly
accomplished, or otherwise legally discharged ; any
subsequent By-Law, Rule, Order, or Regulation of
the .said Company to the contrary notwithstanding.
ARTICLE FIFTH.
Sec. Ist. And it is hereby further covenanted and a
ccounts
ag-reed, that the President and Directors for the time ""^""'p'"
being as aforesaid, shall cause to be kept by thementaio
Officers and Servants of the Company, therewith * *'''*
charged and entrusted, just, true, and fair accounts
of all Deposits, Instalments, Premiums, Rents, In-
terests, Dividends, or other Monies or eflects received
by them, or either of them, or their assigns, from the
B
i
i
10
(
Annually
made U|) to
Ist Alarch
and Hiib-
iniiind (u
general
meetinet
Ist Mon-
day in
April.
Referred to
'I Commit,
tee ofaudit
To report
thereun to
President
and Direc-
tura.
Who if
required
are lo or-
der a Gen.
eral Meet-
ing of
Stock-
lioldera,
and sub-
mit the
same to
them.
Committee
of Audit
empower*
«d to call
for books
and
papers.
Secretary,
enjoined to
E reduce
ooks and
papers, to
Cummttee*
aforesaid stockholders^ and fioiii all other persons,
on accouiit of and appertaining; to the said Com-
pany ; and also of all monies by them or their
assigns paid or expended, for and on account of the
said Company; of which receipts and payments, the
said President au'! Directors, shall on the first Monday
in the month of Aprils annually, submit a clear state-
ment or statements, (made up and closed to the first
day of March preceding,) to a General Meeting of
the Stockholders, duly called and assembled for that
purpose, and for the election of a President and
Directors for the ensuing year, which statement or
statements shall be by such General Meeting referred
to a Special Committee of Audit, (the members of
which Committee to be Stockholders of the said
Company, not being Directors or Officers thereof,)
with instructions to report thereon, to the President
and Directors of the said Company, before the first of
May then next ensuing, and in such report the said
Committeeof Audit, are to state whether they require
the same to be submitted together with the said
statement or statements of accounts to a General
Meeting of the Stockholders of the said Company,
and the President and Directors are hereby required
to call such General Meeting of Stockholders as here-
inbefore provided, if required so to do by the said
Committeeof Audit; and the said Committee of Audit,
or any three of them, being assembled at the office of
the Company, shall have full power and authority to
call for and examine all the books, papers, accounts,
vouchers, or other documents therein contained, and
in any way appertaining to the said Company, which
the said Secretary for the time beings is hereby
authorized and enjoined to produce when so as afore-
said called for, or required by the said Committee of
Audit.
If
11
Sec. 2n(l. And the said Presidenf. and Directors,
shall also keep, or cause to be kept, just, true, and
fair accounts of all and every the profits and advanta-
ges, arising from, or accruing to, the said Company; prflsUent
and shall on every first Monday in April, declare aiid "."g}^'^*"*
pay a yearly divicJend of the clear profit and income de'^'^r*^
of the said Company, all contingent costs, charges, annually.
expenses, and losses incurred or expectant, being
first deducted, and shall publicly notify the Stock- Notify
holders, the time and place ap[)ointed by the Regu- ''["^p""!^
]ations of the said Company, wlieu and wiiere pay- payment.
ment of such dividends is to be made. Provided
always, that it shall be lawful for the President and
Directors to reserve and keep on hand, such portions
of the profits of the said Company, as a reserved Rpserved
fund as to them shall seem fit. " '""''•
Sec. 3rd. And it is hereby further covenanted and
agreed, that the President and Directors, now before
first named, or majority of them, being duly assem-
bled at such time and place as may be appointed by prM.ipnt
the President, are hereby empowered and authorised ^^^'l ^"'""
to appoint a Secretary, Agent or Agents, and such empowerfi
Clerks or other Officers and Servants, as they, or a secTmry
majority of them may deem necessary, for the proper "jJliera,
conducting the affairs of the said Company, and to*^^-
grant such sums as salaries, or commission to such to fix
Secretary, Agent or Agents, and such Clerks, orof"Sriea
other Officers, and other contingent expenses, as «"'• . g'^''"'
Ihey may deem fit and proper ; such Secretary, ex|<en=e8.
Agent, Clerks, or other Officers, to be continued in Tocomin-
such office, so long as the said President and Board urv^^S
of Directors may deem proper. office" "
Sec. 4th. And it is hereby further provided, that
the said Secretary for the time being shall be charged, emmJI
entrusted, and invested with the custody and safe ,'*^''''h"'"-
keeping: of all books, papers, deeds, securities, vouch- I'ooka,
* " 'II' ^ ^ inpeif&c.
12
Except
Cash or
Bunila,
convnriible
into Cash.
Cash, &c.
Iiow dis-
posed of.
Duly of
Secretary
define'i.
ers, accounts, or other docutncnts or writings, and
of all real estate, property, moveables and effects, of
whatsoever nature and kind appertaining, or in any
wise belonging to the said Company ; cash, monies,
notes or bonds, convertible into cash alone excepted,
which said cash, &c. shall be entrusted jointly to the
safe keeping of the President or Director for the
week, and the Secretary, and not paid away, or in
any way disposed of without the signature of the said
President or Director for the week, and Secretary,
and he the said Secretary for the time being, shall
moreover be entrusted with the general management
and superintendence of all the said Company's affairs,
business, correspondence, and concerns, under the
immediate controul and direction of the said President
and Board of Directors in their collective capacity ;
and he the said Secretary as aforesaid, shall more-
over do and perform all such other business or affairs
relating or appertaining to the said Company, as are
specially provided for, and stipulated by this deed, or
as shall or may at any time or times hereafter be
legally enacted or ordained by the By-Laws of the
said Company duly made, ordained, and enacted as
herein before provided.
ARTICLE SIXTH.
Sec. 1st. And it is hereby further covenanted and
Business agreed, that the said Canada Marine Insurance
Company CoMPANY, shall uot directly or indirectly be engaged
fiSd."'^ or concerned, do or transact any commercial dealings,
trade or business whatsoever, assurance of ships and
other property against the dangers and perils of the
seas and navigation, and such dealings hereinafter
described and provided for ap may be necessary, for
the proper and beneficial disposal of the capital stock
deposited as aforesaid alone excepted.
1.
13
Company
shall not
hold
Mortgages
exeept to
secure
debd.
But majr
invest part
of capital
and stock,
&n. &c.
Sec. 2nd. And it is hereby further provided, that
the said Company shall not in any manner or way
whatsoever, lend any money or monies, on mortgage
or mortgages, or hypoth^ques, on real or immove^^ble
property, or on pledge or pledges, excepting to secure
the payment of any debt which may be bona fide
contracted with the said Company, in the prosecution
of its aforesaid business of Insurance, but the President
and Directors for the time being, or quornm ther of,
are hereby authorised and empowered to invest such
part or portio.i of the Funds of the Company, as may
or shall be at their disposal, and not otherwise re-
quired by the exigencies of the said Company, in
such Bank or other Public Stock, Funds, or Securi-
ties, legally established within the Province, by
charter or otherwise. And in such acceptances, ap..
proved endorsed notes of hand, drafts or other nego-
tiable securities not having a longer period to run
than three months^ as they the said President and
Board of Directors, or quorum thereof, shall deem
for the advantage of the said Company, and the said
Bank, or other Public Stocks, Funds, Securities,
Acceptances, Notes of hand and Drafts, to sell out,
assign, tranfer or negotiate so often as they the said
President and Directors, or quorum thereof as afore-
said, shall deem fit, and for the advantage and benefit
of the said Company.
ARTICLE SEVENTH.
Sec. 1st. And it is hereby further covenanted and
agreed, that all and every future General Meeting or General
Meetings of the said Stockholders of the said Com- ^""""s*
pany, shall be called and assembled at the Company's when
Office, in the said City of Quebec, at the hour of One ""e'^^ied.
o'clock in the afternoon, by special notice, published No,Jce ,o
at least three weeks, previous in one or more News- '^^ s''''^"
papers in Quebec and Montreal.
si
i'
14
May at
any time
be called
by Preai-
dent and
Directors.
President
and Direc-
tors to
order a
General
Meeting
when re-
quired by
firteen
Stockhold-
ers repre*
■entini;
one-fifth of
the whole
stock.
No busi-
ness to be
introduced
at General
Meeting
except
such as
the Gen*
eral Mee-
ting has
beencalled
to decide
upon.
8*^3. 2n(l. And the President and Direclors, or
quorum thereof as aforesaid, for the time beini;-, may,
and are hereby authorised to call any General Meet-
ing or Meetings of the Stockholders whenever, and
at such lime or times hereafter, as the said President
and Directors, or quorum thereof as aforesaid, may
or shall judge expedient.
Sec. 3rd. And, moreover, they the said President
and Directors, or quorum thereof as aforesaid, shall,
and are hereby authorised and obliged to call any
General Meeting or Meetin^rs of Stockholders as
aforesaid, at any, and at all time or times hereafter,
as may of them the said President and Directors, or
quorum thereof as aforesaid, for the time being, be
required or demanded, by any number of Stock-
holders, not less than fifteen, and representing not
less than one-fifth of the whole of the stock of the
said Company.
Sec. 4th. And it is further covenanted and agreed,
that no Motion, Matter, Proceeding, By-Law, Rule,
or Proposal, of any nature or kind whatsover, shall,
or may be submitted or received, deliberated or
debated, resolved or decided upon, at any or either
of such said future General Meeting or Meetings of
the Stockholders of ttie said Company, that shall or
may hereafter be called, assembled, and held in
virtue of this deed, save and excepting such motions,
matters, proceedings, By-Laws, rules, or proposals, as
such said General Meeting or Meetings shall have
been especially called for to deliberate, debate, resolve,
or decide upon, and as shall have been specified and
detailed in the notices so as aforesaid, calling or
assembling such General Meeting or Meetings.
1»
or
15
ARTICLE EIGHTH.
Stockhold-
ers before
receiving
dividends
or voting
to ai{;n
Deed of
Associa.
tion and
receive
Certiticata
of Slock.
Sec 1st. And it is hereby further covenanted and
aj'Teed, that no person or persons, body politic or
corporate, who, at any time or limes hereafter, shall,
or may becon:e a subscriber or subscribers in this
Company, or that shall or may claim any share or
^^hares therein, can or shall be a Stockholder or
Stockholders thereof, or claim or receive any divi-
dend or dividends of the profits of the said Company,
or have any vote or votes, privilege or privileges, or
be qualihed to hold or have any office or situation or
place of trust or emolument, in and under the said
Company, until he, she, or they, the said subscriber
or subscribers, shall have made, given, and paid
every deposit, security, and instalment demanded
from the Stockholders of the said Company, for the
time being, and shall moreover have agreed to, and
signed this Act or Deed of Association, and all and
every the Rules, Orders, By-Laws, and Regulations
of the said Company, for the time being, and shall
also have obtained a certificate or certificates of his,
her, or their said stock, signed by the said President,
and countersigned and registered by the Secretary of
the said Company, for the time being, in ihe form
hereunto annexed, and designated or marked
•' Schedule A."
ARTICLE NINTH.
S i. 1st. And it is hereby further covenanted and
agreed, that the amount of the said shares so as afore-
said subscribed hereunto, shall become due and pay- how pay-
able as follows : — That is to say, each and every sub- ^^^^'
scriber hereunto respectively, shall at the time of
signing this deed, pay or cause to be paid to
the President and Directors, or to some person
duly authorised by them to receive the same ten
16
£5 pay.
able Jilt
May,
£5 pay-
able 1st
July.
Balance of
shares to
be paid to
the Presi.
dent and
Directors
by instal-
ments.
pounds per share (or each and every share, he, she, or
they may hold in the said Company, or accept a draft
drawn by the Secretary in favour of the President,
for five pounds per share, for each and every share,
he, she, or they may hold in the said Company, pay-
able the 1st day of May next ensuing, and a like draft
drawn by the Secretary in favour of the P.esideiit,
for five pounds per share, payable on the first day of
July next ensuing.
Sec. 2nd. And it is hereby further covenanted and
agreed, that the remaining sum of ninety pounds per
share, for each and every share, so subscribed and
taken as aforesaid, shall be paid unto the said Presi-
dent and Directors for the time being as aforesaid, or
to their assigns, at such time or times, place or places,
and in such Instalments as they the said President
and Directors for the time being as aforesaid, may or
shall from time to time appoint. Provided always,
that all such said instalments shall be demanded
equally from every proprietor or member of the
Company, for the time being in due proportion to
the number of shares they hold therein and that no
instalment shall exceed the sum of five pounds per
share ; nor shall any future instalments be exacted
or demanded from the said Stockholders, as afore-
said until thirty days previous, and public notice
shall have been given in at least one of the News-
papers published in each of the Cities of Quebec,
and Montreal.
ARTICLE TENTH.
Sec. 1st. And it is hereby further agreed that until
?endi^to *^® ^"™ ®^ twelve thousaud pounds, shall have been
be paid well and truly paid in by the Stockholders, aioresaid
£12,000 is in current money of the Province, on account of the
paid in. subscriptions to the said Capital Stock, no dividend
1
V'
she, or
a draft
'sident,
r share,
^ pay-
:e draft
esident,
day of
ted and
[ids per
ed and
J Presi-
saidj or
' places,
resident
may or
always,
Tianded
of the
rtion to
hat no
ds per
exacted
afore-
notice
News-
Quebec,
li until
been
oresaid
of the
tvidend
£13,000
ill cnsli
uiul invpgl-
nieiiiB 10
be ih» per<
inanRnt
deposit in
lli« hands
oflJH'
Koard of
Directurt.
or dividends, of profits shall or may. or can be made
or paid by the President or Directors of the said
Company as aforesaid, to any Stockholder or
Stockholders th. :'ein.
Sec. 2nd. And the said deposits or instalments, not
being less than twelve thousand pounds in cash, or
that amount in investments m Public Stocks, Secu-
rities, Acceptances, approved endorsed notes of hand,
Drafts, and other negotiable securities, aforesaid in
part, shall from henceforth and at all times hereafter
during the legal existence of the said Company,
remain deposited and in the possession and custody
of the President, and Directors of the said Company,
for the time being ; and in case of any loss or losses,
whereby the said Deposits shall be lessened, no subse-
quent dividend or dividends shall be made until a
sum equal to such aiminution and arising from
the profits of the Company shall have been added to
the said deposits, aforesaid.
ARTICLE ELEVENTH.
Sec. 1st. And it is hereby further covenanted and
agree^ that if any Stockholder or Stockholders, of
any share or shares, in the said Company, shall or pe„„i,y for
may neglect, refuse, or delay, to pay and make good JJ'J'nf.^in.
at such time or times, and place or places, as may or Biaimema.
shall be legally appointed as aforesaid, any instalment,
deposit, or call, not exceeding the amount of his, her,
or their share or shares, as may or shall be at any
time or times, hererafter demanded for the use of the
said Company, in manner aforesaid, he, she or they,
the said Stockholder or Stockholders so refusing, de-
laying, or neglecting, shall forfeit for the use of the said
Company,the sum of One pound five shillings for each
and every share held or owned by the said defaulter
or defaulters ; and if the said instalment, deposit, or
C
•1
if
* i
Wf'
18
call, together with the forfeiture or penalty aforesaid,
and all charges incurred hy reason of Haid delay, ne-
JJJj','*'„'„j gleet or refusal, shall not have been fully contributed
penalty aiid paid within two months after the said instahnent
"wo'"" '" ought to have been paid, then and in that case such
dXuUer said defaulter or defaulters shall lose and forfeit to
«ock'*^&c ^^® Joint Stock aforesaid, all his, her. or their share
* or shares therein, together with all, his, her or their
the said defaulter or default6rs' former deposits or in.
stalments, and all dividends, interest and property in
the said Company.
Company
to begin
business
when
£120,000
is sub.
scribed.
Secrelary
and Direc-
tor for ihe
week to
issue Po>
Jicies.
Policies
how to be
issued.
ARTICLE TWELFTH.
Sec. Ist, And it is hereby further covenanted and
agreed, that as soon as the sum of One hundred and
twenty thousand pounds currency or more, in part of
the Joint Stock of the said Company aforesaid, is or
has been subscribed for and taken up, notice shall, by
the snid President and Directors or quorum thereof
as aforesaid, bs given in the newspapers published
in this Province, that the said Company are ready
to commence making and granting Policies of Insur*
ance against loss or damage arising from the perils or
dangers of the seas and navigation ; and thereupon
the said President and Directors or quorum thereof
as aforesaid, shall and are hereby authorized to em-
power and cause the Secretary of the said Company,
and the Director for the week, to grant and issue
such Policies of Assurance/ against the perils and
dangers of the seas and navigation, for and on ac-
count and risk of the said CanaDA Marine Insur-
ance Company, in form and manner hereinafter des-
cribed, that is to say : that it shall be the duty of the
Secretary to submit all such risks as are approved of
by him to the Director for the week for his sanction
and approval, and in cases of difference of opinion, the
1
19
whole matter to be submitted (o the President,
whose duty it shall be to attend once every day if
required and notified by the Secretary at the office
of the Company, and upon the risk or risks being
approved as aforesaid, the Secretary, by and with
the consent of ihe Director of the week, to issue a
Policy therein, demanding; and receiving* such rate
of Premium as may have been agreed upon and stip-
ulated. Provided always, that no Policy shall be .
issued upon one bottom by the Director for the week,
and Secretary, for uny sum exceeding One thousand
five hundred pounds currency, without the consent
of the President and Directors, or quorum thereof.
Sec. 2nd, And it is hereby further covenanted,
agreed and provided, that on due application being
made et the office at Quebec for the payment of any anToS
loss or damage sustained by the dangers of the seas '"o" "rTd
and naviii^ation, within the terms and meaninoof the^o "uie
Policies issued by the said Company, the President
and Directors, or quorum thereof as aforesaid, shall
forthwith take such measures as they may deem most
effectual to examine and ascertain, whether the claim
be just and proof of loss sufficient, and to cause pay-
ment of such loss or losses to be made within Sixty
Days after such loss or claim has been adjusted and
admitted by them the said President and Board of
Directors.
Sec. 3d. Provided however, that all and every
Policy or Policies of Assurance shall clearly, specifi- desani'
cally declare and make known that no officer, pro- "J.'^®'^*-^^
prietor or stockholder in or of the said Canada Ma- «o contain
RINB Insu|iancb CoMPANY, shall be individually bound restSg
by such Policy or Policies, to any further or larger K'i^"'
amount than his or her proportion towards the ful- ^"'"'.
filment thereof, according; to and in no case exceeding to be sign-
the amount of his or her share or shares in the Joint p're'sldem
w^
20
I
n
aril Dirpc-
lor for llin
wprk and
Hecy.
The Com-
pany (lis*
own all iru
Hiriiinrnta
iioi (Inly
signed,
&c. and
not con-
taininir the
clnuNe of
reslriuiion
of piivment
of Joint
iSiock.
Director,
&c. sign-
ing, ^'V.
any policy,
<^>c. not
containing
said res-
triction of
payment of
Joint
Stock,
To be
made per"
sonally
answera.
ble nnd
forfeit iheir
stock.
nnd to be
discharged
from office
Stock and securities in the said Company ; and shall
also be signed by the President or Director for the
week, and be duly Re<i^istered and attested by the said
Secretary for the time being.
Sec. 4th. And the Stockholders or Subscribers of
the said Canada Marine Insuiiance Company here-
by declare and make known, that no policy, engage-
ment or other contract of any nature or kind soever,
shall or can be legally entered into or made in the
name of the said Company, unless and excepting the
same shall contain and express a limitation or res-
triction of payment thereof, to the Joint Stock afore-
said, and be duly signed, attested and registered as
hereinbefore lastly provided ; and the said Stockhoi-
ders do hereby renounce and disavow all obligations
as aforesaid, made in the name of the said Company,
not being duly signed and attested and registered as
aforesaid, and not containing the aforesaid restric.
tion of payment to the Joint Stock aforesaid, and if
any policy, or other contract or instrument be made
or issued, or negociated in the name of the said Com-
pany, being signed as aforesaid, by any President,
Director or Directors thereof, and not containing the
aforesaid limitation or restriction of payment to the
Joint Stock aforesaid, such President, Director or
Directors so signing, issuing or negociating the same,
shall, in their natural and individual capacities be-
come liable and responsible for the payment or fulfil-
ment thereof ; and shall also lose and forfeit, for the
use of the said Company, all his or their share or
shares, interest or interests, deposits or instalments
therein : and be discharged from his or their office or
offices, situation or employment^ in and under the said
Company.
nnd
Joi
Insi
at tl
for
afte
ble
due!
21
ARTICLE THIRTEENTH.
Sec. I St. And it is hereby further covenanted and
a;;reed,and publicly, expressly and explicitly affirmed
and declared by us, the subscribers hereunto, that the
Joint Slock subscribed into the said Canada Marine
Insurance Company, and placed as herein provided,
at the disposal of the President nnd Directors thereof,
for the time being, is, and at all time or times here-
after shall be alone and only responsible for, and Ha-
ble for the payment of any debt or debts, due or
dues, claim or claims, demand or demands, upon or
against the said Company ; and no person or persons
who are now or at any time or times hereafter may
or shall become a subscriber or subscrihers, or Stock-
holder or Stockholders of any share or shares in the
Joint Stock aforesaid, is, shall, may or can be per-
sonally or individually in any way or manner what,
ever, responsible for any engagement or engagements
entered into by or in the name of the said Company,
nor liable to pay any sum or sums of money, debts,
dues or demands, of any nature or kind, claimed or
to be claimed against said Company.
Sec. 2nd. Provided nevertheless, and it is hereby
further agreed and declared, that process issuing out
of any Court or Courts in this district, at the suit of
any person or persons whatsoever, and duly served
at the OfBce of the said Company, in the city of Que
bee, either against the said Company, in its collec-
tive name, or against the President or any Director
or Directors, or other officer or officers of the said
Company, for the time being, for and in respect of
any alleged action, claim or demand against said
Company, shall in due time be answered by such
President, Director or Directors, officer or Officers of
said Company, who by such process shall be made
defendant or defendants in such actions (unless set..
Joint
Stock
aloiio rat<
fionsible
or all
claimi
a|;ainat
the Com-
pany.
Proviso.
Service o*^
process at
ihe Com-
pany's of-
lice at
Quebec,
against the
Company,
or any of
its Direc-
tors, will
be accept"
ed and in
due time
answered.
?w
I'i
VViihoul
kllegiiiK
the aii*
fence of
ullier
Htockhol*
lien.
Judgment
of Court
to be bind-
ing on alt
the Slock
holder! in
pro|)ortion
to (heir
iSiock.
tied out of Court,) without alleging the existence of
nny Stockholder or Stockholders, in or of the Hoid
Company ; or the necessity of making^ such other
Stockholder or Stockholders, in or of tnc said Com-
pany, parties in or to such action, but that the de-
fence shall he made before such Court, so as that the
cause may be tried and determined on its real merits.
Sec. drd. And provided also, that every order,
judgment, sentence, and decree, which may or shall
be given, rendered, or pronounced, in any such
court, or upon such actions, claims, or demands so
prosecuted, as aforesaid, shall be considered as equally
binding upon all and singular the Stockholders in
and of the Joint Stock of said Company, in propor-
tion to, and not exceeding the amount of their
respective shares therein.
ARTICLE FOURTEENTH.
Sec. 1st. And it is hereby further covenanted and
agreed, that this act of limited association, for the
purposes aforesaid, shall continue and be in full force
Company. ,^^^ ^^^^^^ y^jj| jj^^ ^^^^ j^^ ^^ ^^^^ ^j^^^ ^jj, ^^ ^^^
the year of our Lord one thousand nine hundred, and
no longer ; but it may be lawful for any number not
less than two-thirds of the Shareholders to call a
Two thirds General Meeting, tirst giving notice in one or more
hoid«?" o^ the Newspapers in Quebec and Montreal, and
SwVihe" stating the purpose for which such Meeting Is called,
Company. \q dissolvc the Said Company. Provided always,
that two-thirds of the whole of the Stockholders in
number and amount shall vote for the dissolution of
the said Company.
Sec. 2nd. Provided also, and it is hereby expressed,
stipulated, and agreed, by and bet;veen the parties to
this Act, (without which stipulation this present Act
had not been made,) that the limited Association
Duration
of the
V'
ence of
tho HO id
h other
cJ Com-
the dc-
tliat the
1 merits.
r order,
or vhali
ly such
adds 80
I equally
Iders in
propor-
>f their
ed and
for the
ill force
II be ill
ed, and
ber not
call a
)r more
ai, and
called,
ilways,
Iders in
ition of
ressed,
rties to
snt Act
ciatioa
23
or Society hereby established, hhatl not cease or
determine by or upon the death, natural or civil,
bankruptcy, or faillit^ oi any Stockholder or Stock-
holders, in or of the said Ass^ociation ; but that, not-
withstanding' such death, natural or civil, brankruptcy
or faillit^, this Company and the Association hereby
established, shall be and remain as firm and solid us
if such contingency hod never happened.
Sec. 3rd. And it is hereby further covenanted and
agreed, that the By-Laws, Rules, Orders, and Regu-
lations, or any of them contained in this deed, shall
not be repealed, revoked, or altered, unless at a genera!
Meeting of the Stockholders, specially called (or the
purpose, in the manner hereinbefore prescribed. —
Provided always, thht the Stockholders voting at such
General Meeting, in favor of such repeal, revocation,
oralteration, shall represent not less than five hundred
shares, or onj-thiid of the whole of the stock of the
said Company.
ARTICLE FIFTEENTH.
Sec. 1st. And we the undersigned hereuisto do
hereby further covenant and ngree, having first heard f.'a'.^f/'*'
Of ni'i or
Hnnkr'ipt*
cy of iiiilu
vuliiiila nut
lit aflcci
(ha Jim-
lion of
ih« Com-
puny.
By Lnwi
nui (o b«
sllrred
except by
(lenient ui
(itiH (hiid
nt ihe
SiockhoN
(IrrH nil.
■einhlfil at
(J*M»*riil
Meetiiii;.
ref
this our mutual agreement duly read, to lake respec- <• mkeiha
tively in the Joint Stock aforesaid, of the said Canada Hi'mresVn-
Marine Insurance Company, the number of shares [IfJ'i^'^Jg.
to our several and respective names, firms, and styles "•♦'"rfs
hereunto annexed, on the several terms and conditions ly.
of this our Act and Deed, and on no other terms or
condition whatsoever.
In Faith and Testimopy whereof, we the under-
signed, have severally and respectively set and sub-
scribed our names, done this sixth day of March, in
the year of our Lord one thousand eight hundred and
thirty-sever
!■!«
fl*^'
24
if I !■
li
Schedul«
A.
No.
M
Canada Marine Insurance Company.
Quebec,
This is to certify, that
is entitled to shares of the stock of
the Canada Marine Insurance Company, transfer-
able on the books of the Company only, agreeably
to their Rules and By-Laws, by the said
or Attorney.
Attest,
President.
Secretary.
i$
T
* ' <.
:^' ■ V*
stock of
transfer-
greeably
si
* ■ s, - ■
ident.
.t^"<>
■?»=■.