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any member may thereupon vote by transmitting to the secre-
tary by mail a letter stating that he votes "aye" or "no," as
the case may be, upon such motion, proposition or question.



OTTAWA: Printed by Samuel* EIdward Dai^son, Law Printer to the King'ii
moet Elxcellent Majesty.



47



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7-8 EDWARD VII.



CHAR 97.
An Act for the relief of Catherine Ann Cannon.

[Assented to 20th July, 1908.]

117HEREAS Catherine Ann Cannon, presently residing at the Preamble.
f T city of Toronto, in the province of Ontario, wife of
Joseph Promise Cannon of the said city, merchant, has by her
petition alleged, in effect, that they were lawfully married on
the first day of Jime, A.D. 1898, at the said city, she then being
Catherine Ann Sutherland, spinster; that his legal domicile was
then and is now in Canada; that at the said city of Toronto, in
6r about the months of April and December, A.D. 1906, and at
divers other times in that year, he committed adultery wilii
one Evelyne Spencer; that she has not connived at nor con-
doned the said adultery; that there has been no collusion,
directly or indirectly, between him and her in the proceedings
for divorce; and whereas by her petition she has prayed for the
passing of an Act dissolving her said marriage, authorizing her
to marry again, and affording her such other relief as is deemed
meet; and whereas the said allegations have been proved, and
it is expedient that the prayer of her petition be granted:
Therefore His Majesty, by and with the advice and consent of
the Senate and House of Commons of Canada, enacts as fol-
lows : —

!• The said marriage between Catherine Ann Cannon and JJ»jj"!»|®
Joseph Promise Cannon her husband, is hereby dissolved, and ^ '
shall be henceforth null and void to all intents and purposes
whatsoever.

ft. The said Catherine Ann Cannon may at any time here- Rigiit to
after marry any man whom she might lawfully marry if the ^^'^ ^^"^'
said marriage with the said Joseph Promise Cannon had not
been solemnized.



OTI'AWA: Printed by Samuel Edward Dawson, Law Printer to the King's
most Excellent llajesty.

VOL. II — 4 49



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7-8 EDWAIU) VII.



CHAP. 98.

An Act to incorporate the Woman's Auxiliary to the
Missionary Society of the Church of England in
Canada.

[Assented to 17th March, 1908.]

WHEREAS the voluntary association now existing under Preamble
the name of "The Woman's Auxiliary to the Missionaiy
Society of the Church of England in Canada," has by its petition
prayed that it be enacted as hereinifter set forth, and it is ex-
pedient to grant the pmyer of the said petition: Therefore
His Majesty, by rnd with the advice and consent of the Senate
and House of Commons of Canada, enacts as follows: —

1. The Woman's Auxiliary to the Missionary Society of the incorpora-
C^iurch of England in Canada mentioned in the preamble, and ^*°'*'
hereinafter called "the Auxiliiiry," is hereby constituted a

body politic and corporate, with all the powers and privileges
of like corporations.

2. The Auxiliary shall be governed, controlled and admin- AuxHiarv
istered under the constitution cont4.ined in the schedule to this g^^JStSaS?
Act. The said constitution shall continue in force until amended

under clause 10 thereof.

8. The Auxiliary may make by-laws for its government and By-Uw«.
the carrying on of its work, which shall not be contrary to law
or the terms of its constitution.

4, Tlie present by-laws of the Auxiliary shall continue in Operation
force until revoked or amended under the authority of this bySISw^*
Act.

5, The Auxiliary may— Power to hold
(a) receive, acquire, accept and hold property, Aether real ^^^^^

or personal and wheresoever situated, by gift, purchase, legacy
VOL. II — 4 J 51 or



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Chap. 98. Woman's AvxUiary, M.S.C.C. 7-8 Edw. VII.

or otherwise, and may sell and dispose thereof and apply the
proceeds to the objects of the Auxiliary: Provided, however,
that the annual value of the real estate held by the Auxiliary
shall not exceed the sum of twenty-five thousand dollars;

(6) invest its fimds in such securities as it deems advisable,
and sell and dispose of such securities and reinvest or dispose
of the proceeds, always using them, or the revenue derived there-
from, for the purposes of the Auxiliary.
\S^^^ 2. Any gift, purchase, grant or legacy ol real estate shall
provincial be subject to the laws respecting legacies to religious or charitr
*^ able corporations of the province or territory in which such

real estate is situated.

SCHEDULE.

CONSTITUTION.

1. This Association shall be called "The Woman's Auxiliary
to the Missionary Society of the Church of England in Canada."

Objects.

2. The objects of this Auxiliary, for the assistance of the
Missionary Society of the Church of England in Canada, shall
be: 1. Individual and united intercessory prayer for Missions.
2. Systematic effort to diffuse Missionary intelligence. 3. To
increase missionary activity. 4. To contribute to missions.
5. To unite previously existing societies in the interests of this
Auxiliary. 6. To endeavour to organiase Diocesan branches
of this Auxiliary throughout Canada.

A Diocesan branch of this Auxiliary may take up indepen-
dently of the M.S.C.C. any work in such Diocese tliat may meet
with the approval of the Bishop thereof.

Membership.

3. All women of the Church, paying an annual fee, shall be
members of this Auxiliary, and shall hold a member's card.

General Board.

4. The General Board of Management shall consist of a Pre-
sident, four Vice-Presidents, a Recording Secretary, a Corres-
ponding Secretary, a Dorcas Secretary-Treasurer, a Secretary
for Jimior and Babies' Branches, a Treasurer and an editor of
the Leaflet, v/ith Conveners of Standing Committees, Life
Members, the President and three officers from each Diocesan
Board and ex-officio members.

Officers.

5. All officers and the Conveners of Standing Committees
shall be elected by ballot at the General Meetings of this Aux-
Uiary, and no person shall hold more than one elective office
at one time on the General Board of Management

52 Executive



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1908, Woman's Auxiliary, M.S.C.C. Chap.'oS.

Executive Committee.

6. The Executive Cominitu?e shall consist of the Officers of
this Board, the Convenei-s of Standing Committees and Pre-
sidents of Diocesan Boards.

General Meeting.

7. A General Meeting of this Auxiliary shaU be held once in
three years at which those entitled to vote shall be the members
of the General Board of Management, and four Delegates trom
each Diocesan Board. A special meeting may be called by
the President at the request of three Diocesan Boards.

Annual Meeting.

8. The General Board of Management shall meet annually
in September or October. A special meeting may be called by
the President at the request of three Diocesan Boards, 10 to
form a quorum.

Executive Committee Meetings.

9. The Executive Committee shall meet at least twice a year,
seven to form a quorum. A special meeting of the Executive
Committee may be called by the President at any time at the
request of ten members of the Executive Committee.

Amendments.

10. This Constitution may be amended at a General Meeting
of this Auxiliary by a two-thirds majority of those entitled to
vote, notice in writing having been sent to the Corresponding
Secretary three months before such meeting, copies of which
she shall submit immediately to the Diocesan Board.



OTfAWA: Printed by Samuel Edward Dawson, Law Printer to the King's
most Exoellent Majesty.



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7-8 EDWARD VII.



CHAP. 99.

An Act respecting the Crown Life Insurance
Company.

[Assented to 16th June, 1908.]

WHEREAS the Crown Life Insurance Company has by its Preamble
petition prayed that it be enacted as hereinafter set i»oo, c 97.
forth, and it is expedient to grant the prayer of the said petition :
Therefore His Majesty, by and with the advice and consent
of the Senate and House of Commons of Canada, enacts as
follows: —

1. The directors of the Crown Life Insurance Company, Power to
heremafter called "the Company," may at any time, after being ^^J^rtiSi^^
duly authorized by a resolution approved by the votes of share- agreement to
holders, present or represented by proxy, representing at least l^^ stocka*
two-thirds of the whole amount which has been paid upon the
subscribed stock of the Company at a special general meeting

duly called for considering such resolution, pass a by-law, —
(a) approving of the agreement hereinafter mentioned;
(6) for cancelling so much of the subscribed stock or shares

of the Company as is provided in the said agreement;
(c) for writing off the paid-up capital stock of the Company,
or off any share thereof so much thereof as is provided
in the said agreement, and for subdividing shares so
far as is necessary to give effect to such cancellation
and writing off.

2. Such by-law may declare the par value of the shares ^"j^enta of
as so reduced and the number of shares so cancelled and written ^" ^'
off and the number of shares and subdivided shares remaining
imcancelled, and the amount paid up thereon.

8. In the subdivision of* any share the proportion between ^j^Jg^j^^
the amount which is paid and the amount which is unpaid ouof shi^^"

55 each



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C lap. 99.



Crown Life Insurance Co, 7-8 Edw. VII.



each subdivided share shall be the same as it was in the case
of the existing share so subdivided.

Reduced 4. The Subscribed capital stock shall be reduced by the

capital stock. j^ujQunt SO Cancelled which amount shall be available for sub-
scription and issue at or over par as if such stock had not been
previously subscribed or issuecl.



tX>nfirmation
of a certain
agreement.



5. Upon the approval of the saici resolution as aToresaid,
as to which the certificate of the chairman of the shareholders'
meeting hereinbefore mentioned shall be sufficient evidence, the
agreement set forth in tlie schedule to this Act shall be and is
hereby confirmed and made valid, and shall in all courts and
places be taken and held to be legal, valid and binding in all
respects whatsoever. The certificate of the chairman afore-
said shall also be filed in the office of the Secretary of State of
Canada, and copies thereof and of the said agreement certified
by the Secretary of State shall be sufficient evidence in all
courts and places of the approval of the said resolution as afore-
said and of the said agreement and of all the terms thereof.

6. The Company may, upon the said resolution being ap-
proved as aforesaid, and upon the three thousand shares referred
to in the said agreement having been subscribed, and upon the
sum of eighteen thousand seven hundred and fifty dollars havmg
been paid thereon in addition to the seventy-five thousand
dollars already deposited under the said agreement, do all such
acts, matters and things as arc requisite or necessary to carry
into effect the terms and provisions of the said agreement; and
the board of directors of the Company may likewise, upon the

' said resolution being approved, do all such acts, matters and
things as are requisite or necessary to carry into effect the terms
and provisions of the said agreement, and pursuant thereto to
pass all by-laws and resolutions necessary to that end, without
the same being submitted to the vote of the shareholders of the
Company.

Loaite to 7. The Company may make loans to such of its shareholders

riiarehoideH. ^^^ policyholders as are not directors on the securities mentioned
in The Insurance Act,



When
CJorapany
may carry
agreement
into effect.



R.S., c. 34.



SCHEDULE.



Memorandum of agreement made this twenty-second day of
April, A.D. one thousand nine hundred and eight, between The
Crown Life Insurance Company, hereinafter called the "Com-
pany,'' of the first part, and H. S. Strathy, of the city of Toronto,
Canada, banker, acting in his own behalf and as a trustee for
others, hereinafter called the "Purchaser," of the second part.

66 Whereas



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1908. Crown Life Insurance Co, Chap. 99.

"WTiereas the capital of the Company in the conduct of its
business has become impaired, and it is deemed desirable in the
interests of the Company that the impairment of capital should
be restored.

And whereas the Company has represented to the Purchaser
that the total amount of the shares in the capital stock of the
Company which have been issued or allotted and now out-
standing is five thousand five hundred and sixty-four (5,564)
shares.

And whereas the Company has agreed as a condition pre-
cedent to the going into effect of this agreement that the present
share capital of the Company shall be reduced by one-half,
namely, to not more than two thousand seven hundred and
eighty-two (2,782) shares, and that the necessary steps and pro-
ceedings shall be forthwith taken by the Company to effect the
said reduction in the number of the shares, and that applica-
tion shall forthwith be made to the Parliament of Canada for
an Act sanctioning the said reduction upon terms and conditions
satisfactory to the Purchaser.

And whereas the Purchaser in the event of the premises being
carried into effect as aforesaid has agreed to subscribe for three
thousand (3,000) shares of the Company, to be issued and
allotted to the Purchaser or to his nominees, who shall be accept-
able to the president of the Company upon the further terms
and conditions hereinafter mentioned, and has fiu-ther agreed to
pay to the Company the sum of seventy-five thousand dollars
($75,000) which shall not in any case or under any circumstances
constitute a liability against the policyholders of the Company,
but shall be regarded as a liability only against the interests of
the shareholders thereof, and shall not be repayable except out
of surplus profits which may hereafter be earned by the Com-
pany upon the terms and conditions hereinafter mentioned.

Now this agreement witnesseth that in consideration of the
premises and of the mutual covenants and agreements herein-
after contained, the parties hereto do hereby mutually covenant,
promise and agree to and with each other as follows, that is to
say:

1. The Company agrees to reduce its capital stock, which Con-
sists of not more than five thousand five hundred and sixty-four
(5,564) shares, by one-half, nan ely, to not more than two
thousand seven hundred and eighty-two (2,782) shares, and to
procure the passing of an Act of the Parliament of Canada con-
firming and sanctioning or authorizing the shareholders of the
Company to confirm and sanction the said reduction upon such
temis and conditions as shall be satisfactory to the Purchaser
and approved of by him, which approval shall be expressed by
the Purchaser approving of the terms of the draft Bill to be sub-
mitted to the Parliament of Canada for enactment, and of the
terms of all by-laws to be submitted to the shareholders of the
Compaixy for confirmation pursuant to the proposed Act.

57 2.



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Chap. 9». Crown Life Insurance Co. 7-8 Edw. Vli.

2. The Purchaser agrees upon the reduction of the capital
stock as aforesaid and the passing of the said Act of the Parlia-
ment of Canada sanctioning and confirmmg the ssid reduction,
or if the said Act authorized" the shareholders to sanction and
confirm the said reduction then upon their doing so, to subscribe
for three thousand (3,000) shares of the capital stock of the Com-
pany and to pay thereon eighteen thousand seven hundred and
fifty dollars ($18,750), and the Company agrees upon the seventy-
five thousand dollars ($75,000) becoming the property of the
Company under clause 8 hereof to issue and idiot to the Pur-
chaser or to his nominees who shall be acceptable to the presi-
dent of the Company, the said three thousand (3,000) diares
upon the said sum of eighteen thousand seven hundred and fifty
dollars ($18,750) being paid to the Company on account thereof.

3. Upon the issue and allotment of the ssid three thousand
(3,000) shares as aforesaid, the Purchaser further agrees that the
seventy-five thousand dollars ($75,000) to be paid under clause
8 shall be applied in restoring any impidrment of the capita
stock of the Company, which said sirai is not to be a present
liability of the Company, and the repayment thereof to the Pur-
chaser shall not become a future liability of the Company and
no repayment thereof shall be made unless and until the Com-
pany is able to repay the same or to make repayments on account
thereof out of future net profits derived from the business of the
Company in the non-participating policies of insurance issued by
the Company and out of ten per cent of the net profits derived
from the business of the Company in the participating policies
of insurance issued by the Company; it being distinctly under-
stood and agreed that the ninety per cent of the portion of profits
referred to in the eleventh section of the Act incorporatmg the
Company and set apart as therein mentioned shall in no case be
liable for or charged with the repayment of the said sum of
seventy-five thousand dollars ($75,000) or any part thereof, or
of any interest thereon.

4. The Company agrees that from time to time as it may
hereafter be able out of profits as aforesaid, and in priority to
all existing claims of shareholders, it will repay the said sum of
seventy-five thousand dollars ($75,000) m mstabnents of not
less than ten thousand dollars ($10,000) until the said sum is
wholly repaid to the Purchaser or to the parties entitled thereto,
and that in the meantime and until so paid in full the Company
will pay to the Purchaser or to the parties entitled thereto from
time to time, as it hereafter may be able out of profits as afore-
said, interest at the rate of seven per cent per annum.

5. Notwithstanding anything contamed in the next preceding
clause 4 hereof, dividends shall, before applymg the said profits
in repayment of the said sum of seventy-five thousand dollars
($75,000) as provided in said clause 4 hereof, and next in prior-
ity to payment of interest on said sum of seventy-five thousand
dollars ($75,000) be paid to shareholders out of profits as afore-

58 said



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1908. Crown Life Insurance Co. Chap. 9*.

said to the extent of six per cent (6%) per annum, or with the
consent of the Purchaser to any greater amount, but any divi-
dends so paid shall be wholly without prejudice to any of the
rights of the Purchaser under this agreement, and his right to
repayment of the said sum of . seventy-five thousand dollars
($75,000) as aforesaid shall be deemed to be suspended and
postponed only so long as payment is made of dividends to
shareholders of the Company and to the amount thereof as pro-
vided by this clause.

6. The parties agree that neither the said sum of seventy-five
thousand dollars ($75,000) nor any part thereof, nor interest
thereon, nor any part thereof, shall be payable to the Purchaser
or to his nominees or shall be a claim or charge upon the Com-
pany or any of its assets unless the capital of the Company ui
•wholly unimpaired and until the Company has earned net profits
as aforesaid sufficient to pay interest dividends or instalments of
principal as aforesaid, and no call shall hereafter be made for
the purpose of paying nor shall any call be applied to pay the
said seventy-five thousand dollars ($75,000) or any part thereof
or interest thereon.

7. The Purchaser shall have the option of applying any pay-
ments, either of principal or interest which may become payable
to him under clause 4 hereof, rateably upon the shares standing
in his name or in the name of his nominees; and any dividends
payable to shareholders of the Company from time to time shall
be computed and paid upon the paid-up portion of the shares
held by the respective shareholders.

8. The Purchaser agrees upon the execution of this agree-
ment to pay seventy-five thousand dollars ($75,(K)0) into a
chartered bank to the credit of the Company, upon condition
that the said sum shall remain on deposit to the credit of the
Company not to be withdrawn until the said Act of the Parlia-
ment of Canada has gone into effect and all proper by-laws of
the Company for carrying into full effect the terms and provi-
sions of this agreement have been duly passed and confirmed
and the provisions of this agreement carried into effect, and
thereupon the said sum of seventy-five thousand dollars ($75,000)
upon the issuance and allotment of the said three thousand
(3,000) shares to the Purchaser or his nominees shall become the
property of the Company, but should these conditions not be
fulfilled within one year from the date thereof, the said sum of
seventy-five thousand dollars ($75,000) shall be returned to
the Purchaser, with any interest that may in the meantime be
earned thereon and payable by the bank with which the said
deposit shall have been made.

9. The Compauy agrees that forthwith upon the issue and
allotment of the said three thousand (3,000). shares to the Pur-
chaser or to his nominees, a majority of the seats at the Board of
Directors of the Company shall be at the disposal of the Pur-
chaser and that any resignations of Directors necessary to this

59 end



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Chap. »9. Croiun Life Insurance Co, 7-8 Edw. VII.

end shall be placed in the hands of the Greneral Manager or
Secretary of the Company.

10. The Company agrees that upon the approval of this
agreement the Purchaser shall be permitted to exaimne the
books and accounts and policies and assets of the Company by
an accountant or an insurance expert to be agreed upon by the
parties hereto whose examination shall be confidential, and the
result of which shall be communicated only to the directors of
the Company and to the Purchaser and to his nominees, who
shall not disclose any information so communicated unless and
until this agreement shall have gone into effect, provided al-
ways that if the result of the said examination is unsatisfactory
to the Purchaser, this agreement be cancelled and void.

11. The Company agrees not to issue or allot any shares of
the Company's capital stock after the execution of this agree?
ment before the issue and allotment of the said three thousand
(3,000) shares to the Purchaser and his nominees, if the same
is to be made and before the Purchaser and his associates have
been duly elected directors of the Company.

12. Provided always and notwithstanding anything herein-
before contained the parties hereto agree that in case the Com-
pany shall hereafter with the consent of two-thirds of the then
shareholders of the Company decide not to carry on business
in its own name or with the like consent shall agree to sell or
otherwise dispose of its assets or undertaking to any person or
Company, then or in the event of any call being made on the
stock the Purchaser and the parties then entitled to repayment
of the said sum of seventy-five thousand dollars ($75,000) out
of profits as aforesaid, or so much thereof as may not have been
repaid out of profits as aforesaid, shall at their option be entitled
to apply any part of the said sum of seventy-five thousand
dollars ($75,000) with interest to date, remaining unpaid, on
account of any balance remaining unpaid on the shares held by
him and them respectively in the Company.

13. The Purchaser agrees that in the event of any part of the
premium on the reduced stock being hereafter called up the
purchaser or the then holders of the three thousand (3,000)
shares will pay to the Company in respect to the said three
thousand (3,000) shares the same amount per share as is
so called up as premium on the reduced stock, which amount
shall belong to the Company and shall not be credited upon
the amount unpaid upon the said three thousand (3,000) shares.

14. The amount heretofore paid upon each of the shares (in-
cluding the amount paid upon the premium thereon) of the
Company remaining after the numter of shares outstanding
and the paid up capital with premium thereon have been re-
duced by one-half as aforesaid, shall be and remain the same
on such remaining shares as now exists thereon, it being under-
stood that the total amount thereof shall not exceed one-half
of the amount now paid in on account of capital and premium



Online LibraryCanadaActs of the Parliament of the Dominion of Canada → online text (page 81 of 99)