 |
Home | Contacts | Newsletter 1 |
 | |
THIS INDENTURE made this 20th day of September, 2005.
BETWEEN:
GLENGARRY FARMERS’ MUTUAL FIRE NSURANCE COMPANY
(hereinafter sometimes called GLENGARRY")
of the First Part;
- and
PRESCOTT MUTUAL INSURANCE OMPANY
(hereinafter sometimes called "PRESCOTT")
of the Second Part;
WHEREAS:
(i)GLENGARRY was incorporated in Ontario on the 28th day of March, 1895 as a Mutual Insurance Company and has its head office in Alexandria, Ontario;
(ii)PRESCOTT was incorporated in Ontario on the 4th day of June, 1901 as a Mutual Insurance Company and has its head office in Alfred, Ontario;
(iii)The Amalgamating Corporations carry on similar businesses in Ontario through licences issued under the Insurance Act, R.S.O. 1990, c. I.8, as amended, and both corporations are subject to the provisions of Part V of the Corporations Act, R.S.O. 1990, c. C.38, as amended;
(iv)The Amalgamating Corporations have the same or similar objects and operate in adjacent areas in relative proximity;
(v)The Amalgamating Corporations, acting under the authority contained in the said statutes, have agreed to amalgamate upon the terms and conditions hereinafter set out;
(vi)The Amalgamating Corporations have each made full disclosure to the other of all their respective assets and liabilities and have each carried on business in the usual and ordinary course since December 31, 2004, without adverse change; and
(vi)It is desirable that the Amalgamation should be effected.
NOW THEREFORE THIS INDENTURE WITNESSETH as follows:
1.In this Agreement:
a."Amalgamating Corporations" means GLENGARRY and PRESCOTT;
b."Amalgamation" means the amalgamation of the Amalgamating Corporations provided for herein;
c."Amalgamated Corporation" means the corporation continuing from the Amalgamation, GLENGARRY MUTUAL INSURANCE COMPANY; and
d."Effective Date" means the date set out on the Letters Patent of Amalgamation and intended by the parties to be January 1, 2006.
2.The Amalgamating Corporations hereby confirm the recitals above and agree to amalgamate under the provisions of Sections 113 and 175 and Part V of the Corporations Act and Part XVI of the Insurance Act to continue as one corporation under the terms and conditions hereinafter set out, effective the Effective Date.
3.The name of the Amalgamated Corporation shall be “GLENGARRY MUTUAL INSURANCE COMPANY" and the objects of the Amalgamated Corporation shall be as follows:Subject to the powers granted to each of the Amalgamating Corporations under their respective charter documents, the purpose and business of the Amalgamated Corporation shall be the undertaking and transacting of any class of insurance for which a mutual insurance corporation may be licensed under the Insurance Act.
4.The Amalgamated Corporation shall be a corporation without share capital.
5.The head office of the Amalgamated Corporation shall be in the Province of Ontario, at such location as the directors shall determine from time to time. The address of the head office as at the Effective Date shall be 57 Main Street North, Alexandria, Ontario K0C 1A0.
6.The first directors of the Amalgamated Corporation with their names, callings, places of residence, and terms of office as directors shall be the following:
Name Calling Residence Origin Term (Years)
Richard Farmer R.R.1 Glengarry 1 Allinotte Businessman St. Andrews West, ON K0C 2A0
Allan Horace Farmer R.R.2 Glengarry 1 Barton Vankleek Hill, ON K0B 1R0
Gary Joseph Farmer R.R.4 Glengarry 3 Bradley Consultant Casselman, ON K0A 1M0
Jean Alice Retired 925 Queen Street Glengarry 2 Dewar Cornwall, ON K6J 1P3
John Angus Real Estate P.O.Box 63 Glengarry 2 Hope Management Alexandria, ON K0C 1A0
Murray Retired R.R.1 Glengarry 2 Howes Dalkeith, ON K0B 1E0
Michel Real Estate 2595 Front Road Prescott 3 Lalonde Sales Hawkesbury, ON K6A 2R2
Harold Kenneth Farmer R.R.1 Glengarry 3 MacLeod Dalkeith, ON K0B 1E0
Finlay Retired R.R.1 Glengarry 1 McDonell Apple Hill, ON K0C 1B0
Robert Farmer R. R. 1 Glengarry 3 Alexander Bainsville, ON McNaughton K0C 1E0
Denis J.A. Lawyer 1915 Route 300 Prescott 2 Pommainville Limoges, ON K0A 2M0
Jacques Guy Heavy 1310 Concession 6 Prescott 1 Tranchemontagne Equipment St. Eugene, ON Operator K0B 1P0
7.The said first directors shall hold office until the annual meeting of the Amalgamated Corporation next following the expiration of their respective terms, or until their successors are elected or appointed.Subsequent directors shall be elected each year at either a general meeting or the annual meeting of the members by a majority of the votes cast at such meeting, for a term of three (3) years.The affairs of the Amalgamated Corporation shall be under the supervision of the board of directors from time to time, subject to the provisions of the Corporations Act.
8.GLENGARRY shall contribute to the Amalgamated Corporation all its assets subject to all its liabilities at the close of business on December 31, 2005 as more particularly set forth in the balance sheet of GLENGARRY at December 31, 2004 subject to changes since that date in the ordinary course of its affairs which GLENGARRY represents and warrants are not, and will not be, materially adverse.
9.PRESCOTT shall contribute to the Amalgamated Corporation all its assets subject to all its liabilities at the close of business on December 31, 2005 as more particularly set forth in the balance sheet of PRESCOTT at December 31, 2004 subject to changes since that date in the ordinary course of its affairs which PRESCOTT represents and warrants are not, and will not be, materially adverse.
10.The Amalgamated Corporation shall possess all the property, rights, privileges and franchises and shall be subject to all the liabilities, contracts, disabilities and debts of the Amalgamating Corporations.
11.All rights of creditors against the property, rights and assets of the Amalgamating Corporations and all liens upon their property, rights and assets shall be unimpaired by the Amalgamation and all debts, contracts, liabilities and duties of the Amalgamating Corporations shall thenceforth attach to the Amalgamated Corporation and may be enforced against it.
12.No action or proceeding by or against the Amalgamating Corporations shall abate or be affected by the Amalgamation.
13.By-laws 2006-1 and 2006-2 shall be the by-laws of the Amalgamated Corporation as of the Effective Date until repealed, amended, altered or added to.
14.The Amalgamating Corporations agree not to execute this Agreement without receiving the prior permission in writing of the Superintendent of Financial Services of Ontario.
15.Upon the members of the Amalgamating Corporations respectively adopting this Agreement, such fact shall be certified upon the Agreement by the Secretaries ofthe Amalgamating Corporations under their respective corporate seals, and the Amalgamating Corporations shall forthwith thereafter jointly apply to the Superintendent of Financial Services of Ontario for final approval of this Agreement and shall forthwith thereafter jointly apply to the Ministry of Consumer and Business Services of Ontario for Letters Patent of Amalgamation confirming this Agreement to take effect on the Effective Date.
16.At any time before the issuance of Letters Patent of Amalgamation, this Agreement may be terminated by the board of directors of either of the Amalgamating Corporations in its sole discretion, notwithstanding the approval of this Agreement by the members of either of the Amalgamating Corporations or by the Superintendent of Financial Services of Ontario.
IN WITNESS WHEREOF this Agreement has been duly executed by the Amalgamating Corporations under their respective corporate seals as witnessed by the signatures of their proper officers in that behalf, the date first above written.
SIGNED, SEALED and DELIVERED
GLENGARRY FARMERS’ MUTUAL FIRE INSURANCE COMPANY
Per: _________________________________
JEAN DEWAR, President
Per: _________________________________
BRIAN FISHER, Secretary
PRESCOTT MUTUAL INSURANCE COMPANY
Per: _________________________________
MICHEL LALONDE, President
Per: _________________________________
SERGE GAUTHIER, Secretary
 |
