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Digitized by the Internet Archive 
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CHARTERS 
 
 OF AMERICAN 
 
 LIFE INSURANCE COMPANIES 
 
 BEING A COMPILATION OF THE ORIGINAL CHARTERS 
 AND ALL AMENDMENTS THERETO OF 
 
 FIFTY-SIX PROMINENT COMPANIES 
 
 Operating Under the Eegal Reserve Requirements 
 
 WITH EXTRACTS FROM BY-LAWS AFFECTING CONTRACTS 
 
 Price, $5.00 
 
 THE SPECTATOR COMPANY 
 New York 
 1906 
 
COPYRIGHT, 1906, BY 
 THE SPECTATOR COMPANY, 
 NEW YORK. 
 
5 hM ^ 5-0 l <?t> { <4—1 <? Il 
 
 PREFACE. 
 
 About ten years ago, in response to a general demand on the part 
 of ’insurance managers, field men and lawyers, The Spectator Com- 
 pany issued a publication containing the charters of thirty prominent 
 life insurance companies of the United States, showing the original 
 charters with the amendments thereto, and also some extracts from 
 the by-laws. In 1900 a further addition of twenty-two companies was 
 made, so that the enlarged work embraced all the leading companies 
 of the country. 
 
 The general interest manifested in life insurance matters during the 
 past year or so, and the almost unprecedented activity in the organiza- 
 tion of new companies for the transaction of this class of business, 
 makes this an appropriate time for the publication of a revised edition 
 of this work, showing the additional amendments to the charters made 
 in the past decade and the revised by-laws, as well as additional data 
 on similar lines regarding a number of other companies organized of 
 late years. 
 
 In the current edition of Charters of American Life Insurance Com- 
 panies, therefore, will be found the original charters and amendments 
 thereto of fifty-six United States life insurance companies, all of which 
 7 are more or less actively engaged in this beneficent work. The book 
 gives the foregoing particulars for a larger number of companies than 
 have hitherto been presented. 
 
 Material additions have been made to the extracts from the by-laws 
 in this edition, it having been found expedient to show in as much de- 
 tail as possible the powers of the officers and committees, as well as 
 " their limitations, with regard to the investment of funds and disburse- 
 < ments for expenses. Inasmuch as a number of companies have lately 
 
4 
 
 PREFACE. 
 
 made important changes in their by-laws in these respects, the value 
 of this feature will be readily apparent. Such by-laws as relate to the 
 mere ordinary routine incident to any business corporation are omitted. 
 
 In order that the work might be thoroughly reliable and authorita- 
 tive, all the data contained herein has been submitted to the several 
 companies before printing, so that there is official endorsement of its 
 correctness. 
 
 January, 1906. 
 
 THE SPECTATOR COMPANY. 
 
^ETNA INSURANCE COMPANY. 
 
 At a General Assembly of the State of Connecticut, holden at Hartford, 
 in the said State, on the first Wednesday of May, in the year of 
 our Lord one thousand eight hundred and nineteen. 
 
 Sec. i. [ Powers granted to Company.] — Be it enacted , etc., That 
 the subscribers to the petition, praying for an act of incorporation, with 
 powers and privileges necessary and convenient to the business of in- 
 surance against losses by fire, etc., be and they hereby are incorporated, 
 and made a body politic, by the name, style and title of the “7E tna 
 Insurance Company,” and by that name, style and title shall be, and 
 hereby are empowered to purchase, receive, have, hold, possess and 
 enjoy to themselves, and their successors, lands, tenements, rents, 
 hereditaments, goods, chattels, and effects of every kind, and nature ; 
 as also United States stocks, and bank stock of the United States Bank, 
 or any bank in the United States, and the estate and stocks aforesaid 
 to alien, grant, sell and dispose of ; to sue and be sued, plead and be 
 impleaded, in all courts of justice ; also, to have and use a common seal, 
 and the same to change at pleasure ; also to ordain and execute all by- 
 laws and regulations by them deemed necessary for the well-ordering 
 and governing said corporation ; provided said by-laws and regula- 
 tions are not repugnant to the constitution and laws of this State, and 
 of the Constitution and laws of the United States. 
 
 Sec. 2 . [Capital Stock .] — The capital stock of said corporation 
 shall not be less than one hundred and fifty thousand dollars, and may, 
 at the pleasure of said corporation, be increased to any further sum, not 
 exceeding five hundred thousand dollars, and shall be divided into 
 shares of one hundred dollars each, and on the said capital stock of one 
 hundred and fifty thousand dollars, in part of said stock, shall be paid 
 into the treasury cf said corporation, for the use of said corporation, 
 within thirty days after the first meeting of said corporation, five per 
 centum ; and within sixty days next after said first meeting of said cor- 
 poration, the further sum of five per centum on said stock, shall in like 
 manner, for like purposes, be paid into said treasury; and the re- 
 mainder of said stock shall be secured to be paid by mortgage on real 
 estate, or endorsed promissory notes, approved by the president and 
 directors of said corporation, and shall be payable in thirty days after 
 
6 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 demand ; and such endorsers shall have a lien on the stock for which 
 such note or notes are given. 
 
 Sec. 3. [Election of Directors.] — There shall be seventeen direc- 
 tors for the well-ordering the affairs of said corporation, chosen by one 
 or more ballots from among and by the stockholders of said corporation, 
 which said directors shall hold their office at pleasure for one year, and 
 until others are chosen in their room; and the annual meeting for the 
 choice of said directors, shall, after the first election, be holden in the 
 city of Hartford, on the first Thursday of June, or on such day in the 
 month of June as shall be appointed by said board of directors. 
 
 Sec. 4. [Appointment of President.] — The said directors shall 
 choose one of their number to be president of said corporation, and in 
 case of his absence from business may, so often as necessity shall 
 require, elect from among themselves a president for the time being; 
 and in case any vacancy shall occur in said direction, said directors may 
 elect a director or directors, from among the stockholders, to fill such 
 vacancy, who shall hold their office at pleasure, until others are chosen 
 in their room ; and said directors shall have power to appoint for the 
 time being, such officers, secretaries, agents, and servants as they shall 
 judge necessary, and shall be capable of performing such other acts, 
 and exercising such other powers, as shall be by them deemed for the 
 best interest of the company. And no director shall be entitled to any 
 emolument unless by vote of the stockholders in general meeting. 
 
 Sec. 5. [Quorum of Directors.] — The directors shall determine 
 what number of their own body shall constitute a quorum for the trans- 
 action of business, and when such quorum is formed, if the president is 
 not present, the electors present shall appoint a president pro tempore. 
 
 Sec. 6. [Voting Privileges of Stockholders.] — The number of 
 votes each stockholder shall be entitled to in the choice of directors, 
 or any other concern or business of the company, shall be equal to the 
 number of shares he shall be the owner of ; provided no stockholder 
 shall, by virtue of the number of shares he may be the owner of, in any 
 case be entitled to more than fifty votes. 
 
 Sec. 7. [Voting by Proxy.] — The stockholders shall be entitled to 
 vote in person, or by proxy duly appointed ; and none but stockholders 
 shall be eligible as directors. 
 
 Sec. 8. [Meetings of Stockholders.] — Public notice shall be given, 
 by order of the directors, at least ten days previous to any meeting of 
 the stockholders, in a newspaper printed in the city of Hartford, and in 
 such other manner as they may judge expedient. 
 
 Sec. 9. [Insurance of Property.] — Said corporation may insure on 
 dwelling houses, and all other buildings, on ships and vessels of every 
 
iETNA insurance company. 
 
 7 
 
 description, while in port or on the stocks, on goods, chattels, wares, 
 merchandise, and on all kinds of mixed and personal estate of every 
 description, and shall be liable to make good and pay to the several per- 
 sons who shall be assured by the said corporation, for all losses they 
 may sustain by fire in the subject matter insured, agreeable to the con- 
 tract of assurance, and of their policy, effected with said corporation. 
 Provided always, that no stockholder shall be liable to said corporation, 
 for any amount beyond the amount of stock by him holden, and unpaid 
 to said corporation, and neither the members of nor said corporation 
 shall, in any event, be liable beyond the amount of their said capital, for 
 any loss or losses whatever; but for misconduct or fraud, the person 
 guilty thereof, shall be personally liable to said corporation, or to the 
 insured, as the case may be. 
 
 Sec. io. [Transfers of Stock.] — The capital stock of said corpora- 
 tion shall be transferable according to the rules and regulations pre- 
 scribed by the directors ; and every subscriber of any share or shares 
 in said stock, who shall neglect to pay the installments aforesaid, or to 
 secure the residue of the said share or shares as aforesaid, shall forfeit 
 to the said corporation such share or shares, and all payments made 
 thereon, and all profits which may have arisen thereon. 
 
 Sec. ii. [Policies, how Signed.] — All notes or policies of insur- 
 ance, signed by the president, and countersigned by the secretary, shall 
 bind and oblige said corporation according to the terms and tenor 
 thereof. 
 
 Sec. 12. [Assignments of Policies.] — In case any insured, named 
 in any policy or contract of insurance, made by the said corporation, 
 shall sell and convey, or assign the subject matter insured, during the 
 period of time for which it is insured, it shall be la\vful for such insured 
 to assign and deliver to the purchaser such policy, or contract of in- 
 surance, and the same shall inure to his benefit, and in every respect as 
 effectual as though the same had been delivered by said corporation to 
 said assignee. Provided always, that before any loss happens, such as- 
 signee shall obtain the consent of the assignor to such assignment, and 
 shall obtain said assent to be endorsed on or annexed to the said policy 
 or contract of assurance, executed and signed as a new policy or con- 
 tract ought to be according to such rules as shall be prescribed by the 
 directors, and not otherwise. 
 
 Sec. 13 [Organization of Incorporators.] — Thomas K. Brace is 
 authorized to call a meeting of the subscribers to said petition, to be 
 holden in the city of Hartford, in the month of June, 1819, which meet- 
 ing may be organized, by a moderator and such committees as shall be 
 deemed proper, and said meeting may be adjourned from time to time, 
 
8 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 until said corporation shall be organized agreeable to the charter; and 
 the stock shall be taken up to the amount of one hundred and fifty thou- 
 sand dollars before said directors shall be chosen, and before said cor- 
 poration make any assurance. 
 
 Sec. 14. [Payment of Installments .] — As soon as the installments 
 aforesaid shall have been paid or secured by endorsed notes, and the re- 
 mainder of the stock secured agreeable to the provisions aforesaid, and 
 
 the whole to be done to the satisfaction of said directors — 
 
 and no part of said stock shall be assignable or transferable until both 
 of said installments shall have been paid, anything in this act to the 
 contrary notwithstanding. 
 
 Provided, this act may at any time be altered, amended, or revoked 
 by the General Assembly. 
 
 General Assembly, May Session, 1819. 
 
 DAVID PLANT, Speaker of the House of Representatives. 
 
 JONATHAN INGERSOLL, President of the Senate. 
 
 Approved June 5th, 1819. OLIVER WOLCOTT. 
 
 Insurance upon Lives and Increase of Capital Authorized. 
 At a General Assembly of the State of Connecticut, holden at New 
 Haven in said State, on the first Wednesday of May, in the year 
 of our Lord one thousand eight hundred and twenty. 
 
 Be it enacted by the Senate and House of Representatives , in General 
 Assembly convened, That it shall and may be lawful to and for the 
 said corporation to add to their present actual capital the sum of fifty 
 thousand dollars, and at the pleasure of the company, may increase 
 said addition to any sum not exceeding one hundred and fifty thousand 
 dollars ; and the whole of said capital stock, created by, and raised 
 under this act, shall be denominated the annuity fund, and shall be 
 secured and paid into the treasury of the corporation, and vested in the 
 same proportion and manner as is authorized and required by the act 
 to which this is an addition, in relation to the fire insurance stock 
 thereby created. And the stock created by this act shall be exclusively 
 held and pledged as a fund for the payment of annuities which shall be 
 granted by said company, and of losses upon insurance for a life or 
 lives, or in any way dependent upon life or lives, and shall in no case 
 be liable for the other debts, contracts, liabilities or engagements of 
 the said company. And said annuity fund shall alone be liable to pay, 
 bear and satisfy all losses, expenses, payments and charges, in respect 
 to insurance on life or lives, or in any manner dependent on life or 
 lives, and annuities which may be granted by said company ; and said 
 
yETNA INSURANCE COMPANY. 
 
 9 
 
 JP tna Insurance Company are authorized and empowered to grant 
 annuities, and make insurance dependent on life or lives ; to establish a 
 form of policy, create offices for the corporation, prescribe the mode of 
 authentication of policies, and all other instruments lawful for said 
 company to execute, by seal or the signature of officers or an officer 
 appointed by the corporation for such purpose. 
 
 Provided always, that this act may be repealed, altered or amended 
 by the Legislature. 
 
 General Assembly, May Session, 1820. 
 
 DAVID PLANT, Speaker of the House of Representatives. 
 
 JONATHAN INGERSOLL, President of the Senate. 
 
 Approved May 26th, 1820. OLIVER WOLCOTT. 
 
 May Insure Inland Navigation and Transportation Risks. 
 
 At a General Assembly of the State of Connecticut, holden at Hartford 
 in said State, on the first Wednesday of May, in the year of our 
 Lord one thousand eight hund: ed and thirty-nine. 
 
 Upon the petition of the Hitna Insurance Company, showing to this 
 Assembly, thrt in the year 1819 they were incorporeted by the Legis- 
 lature of this State, for the purpose of insuring against loss and damage 
 by fire, which business they have ever since conducted ; that their capital 
 is ample and abundantly secured; that the business of inland naviga- 
 tion, and of insurance against the hazards incident thereto, have of 
 late years greatly increased, while the number of offices empowered to 
 issue such policies is limited ; that the petitioners have frequent appli- 
 cations from their present customers and others, to take this descrip- 
 tion of risks, which, under their present charter, they are obhged to 
 decline ; that it would be for the mutual advantage of themselves and 
 the public, to extend their powers to this department of insurance ; and 
 praying the Legislature to make necessary amendment to their charter, 
 as by petition on file, dated the nth day of April, 1839, may more fully 
 appear. 
 
 And now this Assembly, having inquired into the allegation of said 
 petition, do find the same to be true ; therefore 
 
 Resolved by this Assembly, That the TEtna. Insurance Company be, 
 and they are hereby fully authorized and empowered to issue policies 
 against the hazards of inland navigation and transportation ; and said 
 policies, when duly executed by the proper officers of said company, 
 shall be to all intents and purposes binding upon said company, in the 
 same manner as though the power to issue the same had been granted 
 by their original charter. 
 
 Approved May 8th, 1839. WILLIAM W. ELLSWORTH. 
 
IO 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Protecting the Rights of Married Women. 
 
 At a General Assembly of the State of Connecticut, holden at New 
 Haven, in said State, on the first Wednesday of May, in the year 
 of our Lord one thousand eight hundred and fifty. 
 
 Upon the petition of the iEtna Insurance Company, praying for an 
 amendment of that portion of their charter authorizing insurances 
 upon life. 
 
 Resolved by this Assembly , That policies of insurance issued by said 
 company on the life of any person, expressed to be for the benefit of a 
 married woman, whether the same be effected by herself or her hus- 
 band, or by any other person on her behalf, shall inure to her separate 
 use and benefit, and that of her or her husband’s children, if any, as 
 may be expressed in said policies, independently of her husband and 
 his creditors and representatives, and also independently of any other 
 persons effecting the same in her behalf, his creditors and representa- 
 tives, always provided , that this section shall not apply to insurances 
 where the annual premium on the policy shall exceed the sum of one 
 hundred and fifty dollars,' unless paid from the private property of 
 the wife. 
 
 Approved June 6th, 1850. THOMAS H. SEYMOUR. 
 
 Incorporating the Shareholders of the Annuity Fund. 
 
 At a General Assembly of the State of Connecticut, holden at Hartford, 
 in said State, on the first Wednesday of May, in the year of our 
 Lord one thousand eight hundred and fifty-three. 
 
 Upon the petition of the yEtna Insurance Company, praying for such 
 an alteration of its charter as will constitute the shareholders of the 
 annuity fund of said company, their successors and assigns, a distinct 
 corporation for the puipose of life insurance, and the assumption of 
 life risks, as per memorial on file, dated May 9th, A. D. 1853, will more 
 fully appear: 
 
 Resolved by this Assembly, That the shareholders of the “Annuity 
 Fund” of the said “yEtna Insurance Company,” their successors and 
 assigns, forever, be and they are hereby made and constituted a body 
 corporate and politic for the purpose of life insurance, and for the 
 assumption of all or any hazards connected with life risks, by the name 
 of the “yEtna Life Insurance Company,” and with and by that name 
 shall have and possess all the powers and privileges and be subject to 
 all the duties imposed upon the shareholders of said “Annuity Fund” 
 under their present charter and the amendments thereof, and shall also 
 have all the powers and privileges incident to a distinct corporation; 
 
/ETNA INSURANCE COMPANY. 
 
 II 
 
 provided, that all the liabilities and obligations of said iEtna Insurance 
 Company for and on acount of its “Annuity Fund” shall continue and 
 exist against said company hereby incorporated, under the said name 
 of the ^Etna Life Insurance Company, and that all debts, liabilities, or 
 obligations due to said ./Etna Insurance Company for and on account 
 of its “Annuity Fund” may be collected and enforced by said company 
 in the name of the ^Etna Life Insurance Company, and that all suits in 
 favor of or against said iEtna Insurance Company for and on account 
 of its “Annuity Fund,” may be continued in force and prosecuted to 
 final judgment by or against said company, in the same manner as if 
 this resolution had not been passed. 
 
 Sec. 2. That the stock, property, affairs and business of said corpo- 
 ration shall be managed and conducted by not less than seven nor more 
 than ten directors, a majority of whom shall reside in this State, who 
 shall be chosen by ballot from and by the stockholders of said company, 
 and the present managing directors and officers of said company shall 
 be the officers of said corporation until the first Monday of July next, 
 when and in each successive year thereafter, on the day aforesaid, an 
 election shall be held for the choice of directors of said company, ten 
 days’ previous notice thereof having been given in some newspaper 
 printed in said Hartford; each stockholder shall be allowed one vote 
 for each and every share of stock held by him, and the directors of said 
 company shall choose a president and secretary of the said corporation, 
 who shall hold their offices for one year, and may appoint such other 
 officers and agents as shall by them be deemed expedient for conduct- 
 ing the business of the company. 
 
 Approved May 28th, 1853. THOMAS H. SEYMOUR. 
 
 Capital may be Increased from Surplus. 
 
 General Assembly, January Session, A. D. 1878. Be it enacted by the 
 Senate and House of Representatives in General Assembly 
 convened : 
 
 Sec. 1. The /Etna Life Insurance Company of Hartford is hereby 
 authorized and empowered, from time to time, to increase its capital 
 •stock to an amount not exceeding seven hundred and fifty thousand 
 dollars, from such surplus funds of said company as may be derived 
 from or are the proceeds of, business done upon the non-participating 
 stock plan of insurance, and the same shall be apportioned pro rata 
 among those who are stockholders at the time such increase is made ; 
 but the capital stock shall not be increased without the approval of the 
 Insurance Commissioner of this State ; but no greater dividend shall' 
 
12 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 be paid upon the capital stock of said company than ten per cent per 
 annum. 
 
 Sec. 2. In case said company shall increase its capital stock in 
 the manner provided by the first section of this act, it shall not declare 
 or pay to its stockholders, from the profits of the mutual or partici- 
 pating department, a greater amount than nine thousand dollars per 
 annum. 
 
 This act shall take effect when it shall be approved by a major vote 
 of the stockholders of said ^Etna Life Insurance Company, and a 
 certified copy of said vote of approval lodged on file in the office of the 
 Secretary of State. 
 
 Change of Date of Annual Meeting. 
 
 General Assembly , January Session , 1882. 
 
 Sec. 1. Resolved by this Assembly. — The annual meeting of the 
 HLtna Life Insurance Company for the choice of directors of said com- 
 pany shall be held on the second Tuesday of February in each year. 
 
 Sec. 2. So much of the charter of said company as requires said 
 annual meeting to be held on the first Monday of July in each year is 
 hereby repealed. 
 
 Sec. 3. This act shall take effect when approved by a major vote 
 of the stockholders of said company, and a certified copy of said vote 
 of approval lodged on file in the office of the Secretary of State. 
 
 Approved March 8th, 1882. HOBART B. BIGELOW. 
 
 Capital may be Increased to $2,000,000. 
 
 General Assembly, January Session, 1883. 
 
 Sec. 1. Resolved by this Assembly: — The JEtna. Life Insurance 
 Company, of Hartford, is hereby authorized and empowered, from time 
 to time, to increase its capital stock to an amount not exceeding two 
 millions of dollars, by the issue of not exceeding in the aggregate 
 twelve thousand five hundred shares of the par value of one hundred 
 dollars each, such additional stock to be paid in cash or by the applica- 
 tion of such surplus funds or profits as may be derived or are the pro- 
 ceeds of the business of accident or the stock non-partic’oating plan of 
 insurance, as the directors of said company may deem proper. Such 
 increased stock shell be apportioned pro rata among the stockholders 
 of record at the time such increase is made, and no greater dividend 
 shall be paid upon the capital stock of said company than ten per 
 centum per annum, except from the profits or earnings from the busi- 
 ness of accident insurance. 
 
.ETNA INSURANCE COMPANY. 
 
 13 
 
 Sec. 2. This act shall take effect upon the written approval of the 
 Insurance Commissioner of this State, and when approved by a ma- 
 jority vote of the stockholders of said ZEtna Life Insurance Company, 
 and a certified copy of such approval and vote lodged on file in the 
 office of the Secretary of State. 
 
 Approved March 21st, 1883. THOMAS M. WALLER, 
 
 Approved April 6th, 1883. JOHN W. BROOKS, 
 
 Insurance Commissioners. 
 
 Authorized to Insure Against Accidents. 
 
 General Assembly, January Session, A. D. 1893. 
 
 Sec. 1. Resolved by this Assembly: — That the ZEtna Life In- 
 surance Company is hereby authorized and empowered to insure per- 
 sons against loss of life or personal injury resulting from any cause, 
 and to insure persons or corporations against loss or damage resulting 
 from accident to or injury suffered by an employee or other person, and 
 for which the person or corporation insured is liable. 
 
 Sec. 2. This act shall take effect when approved by a major vote 
 of the stockholders of said company, and a certified copy of said vote 
 of approval is lodged on file in the office of the Secretary of State. 
 
 Approved April 12th, 1893. LUZON B. MORRIS, 
 
 Governor. 
 
 Amendment of March ii, 1903. 
 
 Resolved by this Assembly: — Sec. i. That the ZEtna Life Insur- 
 ance Company, of Hartford, is hereby authorized and empowered from 
 time to time to increase its capital stock to an amount not exceeding 
 five million dollars, by the issue of not exceeding in the aggregate thirty 
 thousand shares of the par value of one hundred dollars each, such 
 additional Hock to be paid in cash, in such amounts, and at such times, 
 and on such conditions, as may be prescribed by the board of directors. 
 Such increased stock shall be apportioned pro rata among the stock- 
 holders of record at the time such increase is made, and no greater 
 dividend shall be paid upon the capital stock of said company than ten 
 per centum per annum, except from the profits or earnings from the 
 business of accident, casualty and health insurance. 
 
 Sec. 2. This resolution shall take effect when approved by a ma- 
 jority vote of the stockholders of the said ZEtna Life Insurance Com- 
 pany, and a certified copy of such approval and vote lodged on file in 
 the office of the Secretary of State. 
 
 Approved March 11, 1903. 
 
 ABIRAM CHAMBERLAIN, 
 Governor. 
 
CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 J 4 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. i. The officers of the company shall consist of a president, vice-presi- 
 dent and secretary. 
 
 Sec. 3. There shall be two standing committees : a committee on finance 
 and a committee on claims, of which the president shall ex-officio be a member. 
 
 Sec. 5. Regular meetings of the board shall be held on the third Monday 
 of each month. Notice of such meetings shall be given by the secretary, and 
 special meetings shall be called by the secretary at the request of the president 
 or three directors. 
 
 Sec. 6. Three directors shall constitute a quorum for the transaction of 
 business. 
 
 Sec. 7. The finance committee shall consist of three directors, who shall 
 have the supervision and management of the finances of the company. 
 
 Sec. 8. The committee on claims shall consist of two directors, who shall 
 examine and decide upon all claims for losses arising under policies of in- 
 surance. 
 
 Sec. 9. The board shall appoint from their number two auditors, who shall 
 examine the books and accounts of the company monthly and the assets semi- 
 annually or oftener, and report to the directors. 
 
 Sec. 10. Stock shall be transferable only on the books of the company in 
 person, or by power of attorney. 
 
 Sec. 11. The president or secretary is authorized to transfer stocks owned 
 by the company in the case of sale, and stocks held as collateral securities for 
 loans when said loans have been paid; also to execute releases of mortgages 
 upon real estate standing in the name of the company upon payment of the 
 loans for which such mortgages were given; also to execute such other trans- 
 fers and releases as they may from time to time be empowered by the board. 
 
 Sec. 12. These by-laws may be rescinded, altered, or amended, at any stated 
 or special meeting called for that purpose by a vote of two-thirds of the 
 directors present. 
 
BANKERS LIFE OF NEW YORK. 
 
 15 
 
 BANKERS LIFE INSURANCE COMPANY OF THE CITY OF 
 
 NEW YORK. 
 
 [Declaration of Reincorporation .] — This is to certify that the 
 Bankers Life Insurance Company of the City of New York, a corpora- 
 tion originally organized March 24, 1869, under the name of the “Bank 
 Clerks Mutual Benefit Association of the City of New York,” and 
 which was on August 15, 1884, reincorporated under chapter 175 of 
 the laws of 1883, under the same name, and was thereafter and on 
 June 28, 1893, reincorporated under chapter 690 of the laws of 1892, 
 known as the “Insurance Law,” under the same name; and the name 
 of which company was by an order of the Supreme Court of the State 
 of New York, made April 27, 1894, changed to “Bankers Life Insur- 
 ance Company of the City of New York,” (such change to take effect 
 on and after June 1, 1894) does hereby in pursuance of the provisions 
 of chapter 690 of the laws of 1893 entitled “An act authorizing all in- 
 surance companies transacting business on the co-operative or assess- 
 ment plan to reincorporate as a stock corporation under its existing 
 corporate name,” and the acts amendatory thereof and supplemental 
 thereto, and of the provisions of article 2, chapter 690 of the laws of 
 1892, known as the “Insurance Law,” certify that it desires to rein- 
 corporate as a stock corporation under its existing name, to wit, 
 “Bankers Life Insurance Company of the City of New York,” under 
 the provisions of said laws, and in conformity with the same, and to file 
 this certificate of reincorporation or amended charter. 
 
 The intention to reincorporate and this certificate of reincorporation 
 having been approved by a majority vote by the members of the 
 Bankers Life Insurance Company of the City of New York present and 
 voting at a meeting of said insured called to consider the question of 
 reincorporating as a stock corporation under the provisions of chapter 
 690 of the laws of 1893, and to approve a certificate of reincorporation, 
 which said meeting was held on the thirty-first day of July, 1899, 
 which said meeting a printed notice was mailed to each member who 
 had been such for thirty days, directed to his address appearing on the 
 company’s books, at least thirty days before the date fixed for said 
 meeting. 
 
 Article I. 
 
 [Name .] — The company shall continue to be known by its existing 
 name of “Bankers Life Insurance Company of the City of New York.” 
 
i6 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Article II. 
 
 [Location .\ — The principal office of the company for the transac- 
 tion of business shall be located in the city of New York. 
 
 Article III. 
 
 [Insurance to be Undertaken .] — The kind of insurance to be under- 
 taken by the company is insurance upon the lives or health of persons 
 and every insurance appertaining thereto, and the granting, purchas- 
 ing or disposing of annuities. 
 
 The subdivision of the insurance law under which the said kind of 
 insurance is authorized, is the first subdivision of section 70 of the In- 
 surance Law of the State of New York, being chapter 690 of the laws, 
 of 1892, and the acts amendatory thereof and supplemental thereto. 
 
 Article IV. 
 
 [ Corporate Powers.] — Sec. i. The corporate powers of the com- 
 pany shall be vested in a board of directors, and shall be exercised by 
 them and by such officers and agents as they may from time to time 
 empower. 
 
 Sec. 2. The board shall consist of twenty-one persons, a majority 
 of whom shall be citizens and residents of the State of New York, and 
 each of whom shall be a stockholder in the company. 
 
 Sec. 3. The directors of the company until the second Tuesday of 
 January, 1900, shall be the following : Stephen Baker, New York City ; 
 Charles H. Fancher, Yonkers, N. Y. ; Ebenezer S. Mason, Undercliffe, 
 N. J. ; William A. Nash, New York City; Walter Coggeshall, Bloom- 
 field, N. J. ; William Sherer, New York City; William A. Sherman, 
 New York City; Richard Morgan, New York City; Edward D. Butler, 
 New York City; Edward T. Hulst, Poughkeepsie, N. Y. ; James Den- 
 nison, Mount Vernon, N. Y. ; Edward J. Baldwin, New York City; 
 John H. Carr, New York City; William B. Reed, New York City; 
 Richard L. Purdy, New York City ; Charles S. Gaubert, New York 
 City; Franklin C. Elder, New York City; William Hanhart, New York 
 City; George W. Maynard, New York City; Alvah Trowbridge, Hack- 
 ensack, N. J. ; Jacob C. Parsons, New York City. 
 
 Directors shall be eligible for re-election, and shall continue in office 
 until their successors are elected and qualify. 
 
 Sec. 4. At the annual election of directors on the second Tuesday 
 of January, 1900, the board of directors shall be divided, as equally as 
 possible, into three classes ; those chosen for the first class shall be 
 elected for a term of three years, those chosen for the second class for 
 a term of two years, and those chosen for the third class for a term of 
 
BANKERS LIFE OF NEW YORK. 
 
 17 
 
 one year, and the directors elected at each annual election thereafter 
 shall hold office for three years. 
 
 In case of an increase or decrease in the number of directors, the ad- 
 ditional or decreased number shall be divided among the respective 
 classes, so that the board of directors shall at all times be composed 
 of three classes, consisting as nearly as is possible, of equal numbers, 
 the term of office of one class shall expire at each annual meeting. 
 
 Article V. 
 
 [Election of Officers and Directors .] — Sec. i. The annual meeting 
 for the election of directors shall take place at the home office of the 
 company on the second Tuesday of January in each year, at four o’clock 
 P. M. Such election shall be by ballot by the stockholders. 
 
 Sec. 2. Each stockholder shall be entitled to one vote for every 
 share of stock held by him, and such vote may be given in person or by 
 proxy. 
 
 Sec. 3. Notice of the annual meeting, stating the number of di- 
 rectors to be elected, shall be given once a week for two weeks immedi- 
 ately preceding such election in at least two of the daily papers pub- 
 lished in the city of New York. 
 
 Sec. 4. There shall be elected at the same time and in the same 
 manner as are the directors, five inspectors of election for the succeed- 
 ing year. 
 
 Sec. 5. The officers of the company shall be elected by the board 
 of directors as soon as practicable after each annual meeting, and shall 
 consist of a president who shall be elected from the directors, one or 
 more vice-presidents, a secretary, treasurer and such other officers as 
 the board of directors shall deem necessary. 
 
 Sec. 6. A director or officer may for cause be removed from office 
 by the board of directors as the by-laws may provide. 
 
 Sec. 7. The term of office of the president and other officers of the 
 existing company shall continue until the next annual election of di- 
 rectors, and until the election and qualification of the successors of such 
 officers. 
 
 Article VI. 
 
 [Filling Vacancies .] — Sec. i. A vacancy in the board of directors 
 or among the officers occurring during the year shall be filled by the 
 board of directors until the next annual election. 
 
 Sec. 2. In the case of the death, resignation, absence or refusal to 
 act, of any inspector of election his place shall be filled by appoint- 
 ment by the president. 
 
i8 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Article VII. 
 
 [Capital .] — The capital of the company shall be one hundred thou- 
 sand dollars ($100,000) divided into one thousand (1000) shares of 
 the par value of one hundred dollars ($100) each. 
 
 Article VIII. 
 
 [Assumption of Liability .] — The Bankers Life Insurance Company 
 of the City of New York, reincorporated, shall be subject to the exist- 
 ing liabilities of the present company, including all contracts, policies 
 or certificates with its members, and to the same extent as though not 
 reincorporated as a stock corporation. 
 
 In witness whereof, the Bankers Life Insurance Company of the 
 City of New York has executed the foregoing certificate pursuant to 
 a resolution adopted by a majority vote of all the members insured of 
 said company present and voting at a meeting duly called to consider 
 the question of reincorporation of said “Bankers Life Insurance Com- 
 pany of the City of New York,” and to approve of this certificate of re- 
 incorporation, and has caused this certificate to be signed by the presi- 
 dent, secretary and board of managers pursuant to said resolution, and 
 has caused the seal of said corporation to be affixed hereto. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. 1. Meetings of Directors, Report of President. — Stated meetings of the 
 board of directors shall be held at the home office of the company, at 4 o’clock 
 P. M., on the first Thursday of each month. In the event of such day being a 
 legal holiday, the meeting shall be held on the following day, at the same place 
 and hour. At such meetings the president shall submit statements of the com- 
 pany bearing upon its condition — both in financial and insurance matters. Reports 
 of the proceedings of the various committees shall be also submitted at such time. 
 The minutes of the board shall be kept by the secretary who shall act as clerk 
 of the board. 
 
 Sec. 2. Officers. — The officers of the company shall consist of a president, a 
 first, a second and third vice-president, a secretary, an assistant secretary and 
 treasurer. 
 
 Sec. 3. Special Meetings. — The president may call a special meeting of the 
 directors, in his discretion ; he shall also call a special meeting whenever five of 
 the directors shall request him, in writing, to do so. All special and stated 
 meetings shall be called by sending a written or printed notice to each director : 
 but no business shall be taken up or sanctioned at a special meeting except that 
 referred to in said notice, unless with the consent of a majority of the whole 
 board, expressed by their votes at such meeting. 
 
 Sec. 4. Quorum. — Seven directors shall constitute a quorum for the transac- 
 tion of business. 
 
 Sec. 5. President’s Duties: Committees, How Appointed. — The president 
 shall preside at all meetings of the directors; he shall be ex-officio a member of 
 
BANKERS LIFE OF NEW YORK. 
 
 19 
 
 all committees; in order to expedite the business of the company, he shall ap- 
 point from among the board of directors, a finance committee of six members, 
 an executive committee of three members, and shall provide for said committees 
 a clerk, who shall act as secretary and keep a correct record of the proceedings 
 of such committees. 
 
 The president shall have the general direction and superintendence of the 
 affairs of the company, and shall render reports of same at every stated meeting 
 of the directors. 
 
 Sec. 10. Contracts for Insurance. — The officers of the company shall have 
 power, under the rules and regulations for the time being, of the board of 
 directors, to negotiate contracts for insurance on life and for annuity, and all 
 other contracts necessary for the company in the management of its affairs. All 
 such contracts shall be signed by at least two of the executive officers of the 
 company, the printing of fac-simile signature of the president to such contracts 
 being a compliance with this provision. 
 
 Sec. 12. Finance Committee. — The finance committee, four members of 
 which shall constitute a quorum, shall have power to invest all surplus funds of 
 the company in such securities, mortgages, or other investments, as, in its dis- 
 cretion, it may deem proper. All investments or sales of stocks or bonds shall 
 be made in the name of the company, with power on the part of the president, 
 the first vice-president, second vice-president, or one of them, with the secretary, 
 the assistant secretary, the treasurer, or one of them, to effect transfers in the 
 name of the company, under the direction of the finance committee. 
 
 Sec. 13. Executive Committee. — The executive committee, two members of 
 which shall constitute a quorum, shall assist the president in the general man- 
 agement and conduct of the business of the company. 
 
 Sec. 14. Death Loss Committee. — The death loss committee, two members 
 of which shall constitute a quorum, shall consult and advise with the officers in 
 all matters relating to the adjustment and settlement of claims for losses; no 
 loss shall be paid without the approbation of this committee. 
 
 BOARD OF DIRECTORS. 
 
 Sec. 15. Funds of Company. — The board of directors shall have charge of 
 all funds of the company and see to the safe investment thereof. All moneys 
 shall be deposited in the name of the company in such bank, trust company or 
 depositories as shall be designated by said board, it being required that all checks 
 against the funds of the company shall be signed by at least two of the executive 
 officers of the company. 
 
 Sec. 16. Rates of Premium, etc.— The directors may determine the rates of 
 premium, the amounts to be insured on any one life, and the terms of insurances, 
 and shall have power to purchase, for the benefit of the company, any policies 
 of insurance, dividends or other obligations issued by the company, and also any 
 claims of policyholders for profits growing out of its business. 
 
 Sec. 1 7. Removal of Officers, etc. — For good and sufficient reasons, the board 
 of directors may remove from office by a two-thirds vote of all the members of 
 the board, any officer or director. 
 
 Sec. 18. Bonds of Employees. — The board of directors may require such 
 officials and employees as it may designate, to file satisfactory bonds for the 
 faithful performance of their duties. 
 
20 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 29. Bond and Insurance Policy on Real Estate; Certificate of Attorney. — 
 Before any money is paid out for authorized loans on real estate, the president 
 shall receive the bond, duly executed, a satisfactory policy of insurance (when 
 fire insurance is required), and the certificate of such attorney or counsel for 
 the company, as may be retained by the president for that purpose, that the 
 title is valid and unencumbered, and that the mortgage is duly executed and 
 delivered. 
 
 Sec. 30. Examining Committee. — The accounts and assets of the company, 
 as of the 30th day of June and the 31st day of December in each year, shall be 
 examined by a special committee, appointed by the president, of not less than 
 five directors, a majority of whom shall not be members of the finance com- 
 mittee, and whose report shall be placed on the minutes. 
 
 Sec. 31. By-Laws; How Altered. — These by-laws shall not be altered or 
 amended, except at a meeting specially called for that purpose, or a regular 
 meeting subsequent to the meeting at which notice shall have been given of such 
 intention. 
 
 Sec. 32. These by-laws shall take effect from the date of the adoption 
 thereof. 
 
BERKSHIRE LIFE. 
 
 21 
 
 BERKSHIRE LIFE INSURANCE COMPANY. 
 
 Commonwealth of Massachusetts. In the year one thousand eight 
 hundred and fifty-one. An act to incorporate the Berkshire County 
 Mutual Life Insurance Company. 
 
 Sec. i. [ Incorporators .] — George N. Briggs, James E. Marshall, 
 Theodore Pomeroy, George W. Platner, Phinehas Allen, Jr., J. Mar- 
 shall Crane, James D. Colt, 2nd, George J. Tucker, Benjamin F. John- 
 son, Daniel B. Fenn, J. C. Goodrich, Henry L. Sabin, John C. Russell 
 and William T. Filley, their associates and successors, are hereby made 
 a corporation, by the name of the “Berkshire County Mutual Life In- 
 surance Company,” to be located in the town of Pittsfield, for the 
 purpose of making insurance on lives, with all the powers and privi- 
 leges, and subject to all the duties, liabilities and restrictions set forth, 
 in the forty-fourth chapter of the Revised Statutes. 
 
 Sec. 2. [ Capital Stock.] — There shall be an original guarantee 
 
 capital stock, subscribed to the said corporation, which shall be one 
 hundred thousand dollars, to be divided into shares by the corporation, 
 half' of which shall be paid in, in money, before the said corporation 
 shall go into operation for the purpose of making insurance ; the other 
 half of the said stock may be called for by the directors from time to 
 time, when they deem it necessary or expedient, and shall be paid in 
 by the holders of the stock, which shall always stand pledged to the 
 corporation, for all such assessments so called for. 
 
 Sec. 3. [ Election of Directors.] — At the first meeting of the cor- 
 poration a number of directors, not less than twelve, shall be chosen by 
 the subscribers to the guarantee stock, who shall hold their offices for 
 one year, and until others shall be chosen in their stead. At all subse- 
 quent elections of directors, the number shall be such as may have 
 been provided for by a previous vote of the directors, or by-law of the 
 corporation ; and in case of no provision on this subject, the number 
 shall be the same as at the first election, one-half of whom shall be 
 elected by the subscribers to the guarantee stock, and the other half by 
 the assured, not being holders of the guarantee stock, voting in sepa- 
 rate bodies. The directors shall all be either stockholders or assured, 
 and in ceasing to be such, shall cease to hold the said office. 
 
 Sec. 4. [Limitation of Dividends.] — Whenever the net surplus re- 
 ceipts of the said corporation over the losses and expenses, and after 
 
22 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 providing for risks, shall be sufficient for the purpose, the stockholders 
 shall be entitled to an annual dividend of seven per cent, or to such 
 less dividend as may be agreed on at the time of subscribing for the 
 stock ; and in case of such dividend not being made in any one year, it 
 shall be made good at a subsequent period, when the net resources of 
 the company shall be sufficient for paying the same. 
 
 Sec. 5. [Investment of Funds .] — The funds of the said corpora- 
 tion shall be invested in such purchases and loans as are permitted to 
 savings banks, in the seventy-eighth and seventy-ninth sections of the 
 thirty-sixth chapter of the Revised Statutes, and in the forty-fourth 
 chapter of the Acts of the year one thousand eight hundred and forty- 
 one. The said company may hold real estate to the amount of ten 
 thousand dollars, for the purpose of securing suitable offices for the 
 institution. 
 
 Sec. 6. [Redemption of Stock .] — After providing for risks, losses, 
 incidental expenses and dividends as aforesaid, the directors shall set 
 apart one-quarter of the estimated surplus funds and receipts as a re- 
 served fund, to be applied to the redemption of the guarantee stock; 
 and whenever after the expiration of ten years from the time of organ- 
 izing the company, the amount of such fund shall be sufficient for the 
 purpose, and the assured shall vote to redeem the said guarantee stock, 
 the same shall be redeemed. 
 
 Sec. 7. [Directors Chosen by Assured.] — Upon the redemption and 
 extinction of the guarantee stock, under the provision of the sixth sec- 
 tion, the directors shall be chosen by the assured. 
 
 Sec. 8. [Division of Surplus .] — At the expiration of every five 
 years from the time of the organization of the company, the remaining 
 three-quarters of the estimated surplus funds and receipts shall be re- 
 imbursed to and among the assured, in proportion to the whole amount 
 of premiums paid during the preceding five years. 
 
 Sec. 9. [Payment to Massachusetts General Hospital.] — The said 
 corporation shall on the third Monday of January in each year, pay 
 over to the trustees of the Massachusetts General Hospital, one-third 
 of the net profits, if any, which shall have arisen from insurance on 
 lives made during the preceding year. 
 
 House of Representatives, May 10th. 1851. Passed to be enacted. 
 
 N. P. BANKS. JR., Speaker. 
 
 In Senate, May 14th. 1851. Passed to be enacted. 
 
 HENRY WILSON, President. 
 
 May 15th, 1851. Approved. GEORGE S. BOUTWELL. 
 
BERKSHIRE LIFE. 
 
 2 3 
 
 Change of Name of Company. 
 
 Commonwealth of Massachusetts. In the year one thousand eight 
 hundred and fifty-five. 
 
 Sec. i. The Berkshire County Mutual Life Insurance Company 
 are hereby authorized to take the name of the Berkshire Life Insurance 
 Company. 
 
 Sec. 2. This act shall take effect from and after its passage. 
 
 House of Representatives, April 30th, 1855. Passed to be enacted. 
 
 DANIEL C. EDDY, Speaker, etc. 
 
 In Senate, May 1st, 1855. Passed to be enacted. 
 
 HENRY W. BENCHLEY, President. 
 May 3, 1855. Approved. (Signed) HENRY J. GARDNER. 
 
 Authorized to Redeem its Guarantee Stock. 
 Commonwealth of Massachusetts. In the year one thousand eight 
 hundred and sixty-three. 
 
 Sec. 1. The Berkshire Life Insurance Company is hereby author- 
 ized, whenever so directed by a vote of the assured, to redeem at par 
 and extinguish all or any part of its original guarantee capital stock, and 
 to appropriate for this purpose so much of its funds as may be neces- 
 sary. 
 
 Sec. 2. This act shall take effect upon its passage. 
 
 House of Representatives, February 27th, 1863. Passed to be en- 
 acted. ALEX. H. BULLOCK, Speaker. 
 
 In Senate, February 28th, 1863. Passed to be enacted. 
 
 J. E. FIELD, President. 
 
 March 3rd, 1863. Approved. JOHN A. ANDREW. 
 
 Dividends to be Made Quinquennially. 
 Commonwealth of Massachusetts. In the year one thousand eight 
 hundred and sixty-four. 
 
 Sec. 1. At the expiration of evejw five years from the time of or- 
 ganization of the Berkshire Life Insurance Company, the remaining 
 three-quarters of the estimated surplus funds and receipts shall be re- 
 imbursed equitably to and among the assured in proportion to their con- 
 tributions to the same, reckoning as contributions : First, the excess of 
 the actual premium over that required by the rate of mortality agreeing 
 most nearly with the actual experience of the company and the assumed 
 rate of interest accumulated at the current rate of interest. Second, 
 
24 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 the excess of interest over the assumed rate thereon the net value of 
 the policy from year to year, also accumulated at current interest. 
 
 Sec. 2. The eighth section of chapter one hundred and forty of the 
 Acts of the year eighteen hundred and fifty-one is hereby repealed. 
 
 Sec. 3. This act shall take effect when accepted by the assured at 
 a meeting of said company held for that purpose. 
 
 House of Representatives, April 2nd, 1864. Passed to be enacted. 
 
 ALEX. H. BULLOCK, Speaker. 
 
 In Senate, April 4th, 1864. Passed to be enacted. 
 
 J. E. FIELD, President. 
 
 April 5th, 1864. Approved. JOHN A. ANDREW. 
 
 Authorized to Purchase Real Estate. 
 Commonwealth of Massachusetts. In the year one thousand eight 
 hundred and sixty-six. 
 
 The Berkshire Life Insurance Company is hereby authorized to pur- 
 chase and hold real estate to an amount not exceeding seventy-five 
 thousand dollars ; provided, that no part of said amount shall be in- 
 vested in real estate except in the purchase of a suitable site and the 
 erection or preparation of suitable buildings to be used wholly or in 
 part for the purpose of said company : and all income, if any, arising 
 from such real estate, shall be devoted exclusively to the interests of 
 said company. 
 
 February 20th. 1866. Approved (Signed) 
 
 ALEX. H. BULLOCK. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 1. The annual meeting of the corporation shall be held at the office of the 
 company in Pittsfield, on the first Monday after the 15th day of September in 
 every year, for the choice of directors and the transaction of other business. 
 
 2. The regular meetings of the board of directors shall be held on the same 
 day of the annual meeting, and on the first Monday of December, March. June 
 and September, at the office of the company in Pittsfield and five members of 
 the board shall constitute a quorum for the transaction of business ; but meetings 
 may be adjourned by those present, or by the secretary. 
 
 A special meeting of the board may also be called by the president and 
 secretary by giving notice to each member at least three days before such 
 meeting. 
 
 3. The board of directors shall appoint and regulate the salaries of all 
 officers, also employ clerks and agents, and require them to give such bonds as 
 they deem advisable. 
 
 6. The secretary of the board shall be clerk of the corporation, and shall give 
 notice of the annual meetings by publishing the same in two newspapers of 
 
BERKSHIRE LIFE. 
 
 25 
 
 Pittsfield, ten days at least before the meeting. Similar notice shall be given of 
 any meeting for the alteration of the by-laws, or to fill vacancies in the board. 
 He shall have general charge of the books and papers belonging to the company, 
 and do all its writing in regard to its business matters. 
 
 8. The president, vice-president, treasurer and four members of the board 
 of directors, chosen by the board, shall constitute the financial committee, five 
 of whom shall reside in Pittsfield. Three' of the number may do business, pro- 
 vided they all concur. They shall, under the provision of law and general super- 
 vision of the board of directors, invest the capital stock and other funds of the 
 company, and keep the same safely invested. When the interests of the com- 
 pany demand it, they may collect or sell the stock of securities on hand, or any 
 part of them, and invest anew the proceeds. They shall also examine and settle 
 all accounts and charges against the company. They shall also keep minutes 
 of their proceedings at their meetings of business, in books kept for that purpose, 
 which shall be kept in common with other books of the company. Their 
 regular meetings shall be held on the last Monday of every month, at the office 
 of the company in Pittsfield. 
 
 9. All policies, conveyances, deeds, etc., shall be signed by the president and 
 countersigned by the secretary. 
 
 10. No policy shall be issued on a single life for a greater amount than 
 $20,000 ; and no policy shall take effect or be binding until the premium is paid 
 to the company or an accredited agent. 
 
 11. If any person procuring a policy, and becoming obligated to this com- 
 pany for premiums or interest, by note or otherwise, shall fail to pay at the time 
 appointed, or shall fail to pay such assessments upon notes or other obligations 
 as may be demanded, or shall otherwise fail to comply with the terms of the 
 contract, such policies shall be therefore void, and all premiums or interest then 
 due, and all payments previously made shall be forfeited to the company. 
 
 12. The stock of the company subscribed as guarantee capital shall be divided 
 into shares of one hundred dollars each. Each share shall entitle the holder to 
 one vote, but no stockholder shall in his own right carry more than thirty 
 votes. 
 
 13. Voters may delegate their right by a written proxy, which shall be filed 
 in the office of the company. 
 
 14. The half of the guarantee capital stock which is required to be paid in 
 in money before the corporation shall go into operation for the purpose of 
 making insurance, shall always stand pledged as security for any part or all of 
 the remaining half, which may be called for by the directors at any time before 
 the same shall be redeemed. 
 
 15. At the expiration of every five years from the time of the organization 
 of this company, the remaining three-quarters of the surplus funds and receipts, 
 which are not reserved according to section 6 of the charter, shall be divided 
 among the assured who hold life policies, in proportion to the whole amount of 
 premiums paid during the preceding five years. (Marked “Changed.”) 
 
 16. In case persons who are insured in this company shall, without the written 
 consent of the company, visit those parts of the United States which lie south 
 of the southern boundaries of Virginia and Kentucky, between the 1st of June 
 and the 1st of November, or shall without such previous consent enter into any 
 military or naval service whatsoever (the militia not in actual service excepted), 
 or shall without such previous consent, be employed as an engineer or fireman 
 
26 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 in running a locomotive or steamer, or in the manufacture or transportation of 
 gunpowder, or employed in a coal mine, or shall become so far intemperate as 
 to impair their health or induce delirium tremens, or shall die by their own hands, 
 or in consequence of a duel, or by the hands of justice, or in the known violation 
 of any law of the States or of the United States, or the British Provinces, their 
 policy shall be void, null and of no effect. 
 
 17. All persons whose lives are insured in this company are permitted to travel 
 on any of the regular mail routes and coast routes in the United States and 
 Territories (except not to go south of the southern boundary line of Virginia 
 and Kentucky between the 1st of June and the 1st of November, without the 
 written consent of the company) by steamboat or otherwise, and travel inland or 
 on any of the Northern or upper lakes by steamboats or other conveyances. 
 
 18. No person shall be eligible as a director or officer who is not interested 
 in the guarantee stock to the amount of $500, or is insured by policies of the 
 company, or in shares and policies combined to the amount of $1,000. 
 
 19. All losses will be paid within three months after satisfactory proof is 
 received at the office in Pittsfield. 
 
 20. These laws may be amended or repealed by a majority vote of those 
 present at any annual meeting, or meeting of the company called for that pur- 
 pose, provided notice thereof is given at least ten days before such meeting. 
 
CENTRAL LIFE. 
 
 27 
 
 CENTRAL LIFE ASSURANCE SOCIETY OF THE UNITED 
 
 STATES. 
 
 Articles of Incorporation. 
 
 I, W. B. Martin, Secretary of State of the State of Iowa, do hereby 
 certify that the attached instrument of writing is a true and correct 
 copy of Amended and Substituted Articles of Incorporation of the Cen- 
 tral Life Assurance Society of the United States, Des Moines, Iowa, 
 as the same appears of record in this office. 
 
 In testimony whereof, I have hereunto set my hand and affixed the 
 seal of the Secretary of State of the State of Iowa. 
 
 Done at Des Moines, the Capital of the State, December 7, 1903. 
 
 W. B. MARTIN, 
 Secretary of State. 
 
 Amended and Substituted Articles of Incorporation 
 
 Preamble. — At an adjourned meeting of the regular annual meeting 
 of the members of this society, held at the home office in the city of 
 Des Moines, on the 8th day of February, 1902, which meeting was 
 regularly called and held for the purpose of changing the articles of 
 incorporation of this society, the following amended and substituted 
 articles of incorporation were adopted by the unanimous vote of all 
 the members present, and the resident directors, viz. : Geo. B. Peak, M. 
 H. Benson, H. G. Everett and Geo. H. Carr were authorized and di- 
 rected to sign, acknowledge and record the same, and to do all things 
 needful to carry the same into effect. 
 
 Article i. Name and Place of Business. Sec. i. — The name of 
 this corporation shall be the Central Life Assurance Society of the 
 United States. 
 
 Sec. 2. The principal place of business of this society shall be in 
 the city of Des Moines, Iowa. 
 
 Article 2. General Nature of Business. Sec. i. — The general na- 
 ture of the business to be transacted by this corporation shall be to do a 
 general life insurance business, to issue policies of insurance upon the 
 lives of individuals, including ordinary life policies, term, endow- 
 ment or paid-up life policies, and such other forms or classes of life 
 insurance as may be adopted and approved by the directors, not incon- 
 sistent with the laws of Iowa governing life insurance companies. 
 
28 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 2. This society shall have the power to invest in, buy and sell 
 bonds, mortgages, stocks and other interest bearing securities of the 
 character specified in section 1806 of the Code of Iowa and laws 
 amendatory thereto ; to make loans upon its own policies not incon- 
 sistent with the laws of Iowa*, to buy, own, and improve such real 
 estate as may be necessary for its use in the transaction of its business; 
 and to purchase for its own benefit any bond, policy or obligation issued 
 by it. 
 
 Sec. 3. This corporation may sue and be sued in its corporate 
 name, shall have a common seal, and may, through its proper officers, 
 make such contracts as are necessary in carrying out the purposes of 
 the society, and generally shall have such other and further powers 
 not herein specified as are conferred upon such corporations by law. 
 
 Article 3. Capital Stock. Sec. i. — The capital stock of this so- 
 ciety shall be one hundred thousand dollars ($100,000), divided into 
 shares of one hundred dollars ($100) each; twenty-five per cent of the 
 capital stock shall be paid in cash before the commencement of business 
 under these articles of incorporation, and the balance thereof shall be 
 evidenced in the form of stock notes of its stockholders in the manner 
 required by law, and shall be payable in such amounts and at such times 
 as may hereafter be determined by, the board of directors. 
 
 Sec. 2. Shares of stock shall be transferred only upon the books of 
 the society in compliance with the laws of the society, and the society 
 shall have a lien on all stock held by each shareholder for all indebted- 
 ness or other liability of such shareholder to the society, and all trans- 
 fers of stock shall be subject to the consent and approval of the board 
 of directors. 
 
 Article 4. Commencement and Duration. Sec. i. — This society 
 shall commence business under these articles as soon as it se- 
 cures the proper certificates from the Secretary and Auditor of State 
 of the State of Iowa, as provided by law, and shall continue for fifty 
 ( 5 °) years from February 18, 1896, with the right of perpetual suc- 
 cession, and shall be renewed from time to time in accordance with the 
 provisions of law relating to renewals of corporations. 
 
 Article 5. Directors and Officers. Sec. i. — The affairs of this 
 corporation, and the management of its business shall be conducted by 
 a board of directors consisting of not less than three (3) nor more 
 than nine (9) persons. 
 
 Sec. 2. The directors, who shall be stockholders of this society 
 shall be elected by the stockholders at their annual meetings, and their 
 number shall be determined, and their term of office fixed by the by- 
 laws of this society. 
 
CENTRAL LIFE 
 
 29 
 
 Sec. 3. The board of directors shall have power to determine the 
 rates and premium for insurance, the forms, terms and conditions of 
 policies and bonds to be issued by the society, to appoint such com- 
 mittees and such agents as they may deem advisable for the purpose of 
 the efficient conduct of the business of the society, and to adopt such 
 by-laws, rules and regulations from time to time as they may deem ex- 
 pedient to promote the interests of the society not inconsistent with 
 law and these articles. The directors shall also have the power to pro- 
 vide for and maintain a mortuary fund, expense fund, a guaranty fund, 
 a surplus and a reserve fund for the safe and careful management of 
 the society, and for the protection and security of its policyholders. 
 
 Sec. 4. The officers of this company shall be a president, a vice- 
 president, a secretary, a treasurer, a counsellor, a medical director 
 and such other officers as the board of directors may from time to 
 time determine to be necessary and expedient for the proper manage- 
 ment of the affairs of this society. 
 
 Sec. 5. The board of directors shall, immediately after the an- 
 nual meeting of the stockholders, elect all the officers named in the 
 foregoing section, who shall hold their office for one year, and until their 
 successors are elected and qualified, and fix their compensation. By a 
 two-thirds vote, the board of directors may remove any officer or 
 director from office, and they shall have the power to fill any vacancies 
 that may occur in the board of directors or officers of the society, 
 but the terms of office of all persons so elected by the board of direc- 
 tors shall expire at the annual meeting of the stockholders of this 
 society. 
 
 Article 6. Annual Meeting, Indebtedness, Exemption from Cor- 
 porate Debts. Sec. i. — The annual meeting of the stockholders of 
 this society shall be held upon the second Tuesday in January of each 
 year. At such annual meeting the stockholders shall elect directors to 
 fill any vacancies occurring in the board of directors, receive and con- 
 sider annual reports of the officers, and transact any and all other 
 business which may legally come before them ; each stockholder shall 
 be entitled to one vote for each share of stock held by him, and a quo- 
 rum shall consist of persons representing a majority of the stock. At 
 such stockholders’ meeting persons owning stock shall vote the same 
 in person or by a proxy duly and legally authorized by written instru- 
 ment. 
 
 Sec. 2. Special meetings of the stockholders may be held by order 
 of the board of directors at any time upon ten days’ notice in writing, 
 mailed to the address of each stockholder, as shown bv the books of 
 
30 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 the society; such notice shall state in a general way the nature of the 
 business to be transacted at such special meeting. 
 
 Sec. 3. The highest amount of indebtedness to which this corpora- 
 tion shall at any time subject itself, exclusive of risks for insurance 
 shall not exceed two-thirds of its paid-up capital stock. 
 
 Sec. 4. The private property of stockholders in this corporation 
 shall be exempt from corporate debts. 
 
 Article 7. Change of Articles. Sec. i. — The articles may be 
 changed or amended at any annual meeting of the stockholders, or 
 special meeting called for that purpose. 
 
 In witness whereof, we have hereunto affixed our hands at Des 
 Moines, this tenth day of February, 1902. Geo. B. Peak. M. H. Ben- 
 son, H. G. Everett, Geo. H. Carr. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article 1. The business of this company shall be to make insurance upon the 
 lives of individuals and in connection therewith shall exercise all the powers and 
 privileges, including the right to grant, purchase or dispose of annuities author- 
 ized by law. 
 
 Article 2. The management of the affairs of this company shall be under 
 and by a board of directors composed of not more than nine members. Said 
 board of directors shall elect from their number an executive committee com- 
 posed of not less than three members whose duty it shall be under the direction 
 of the board of directors and between the meetings thereof to manage the 
 business and affairs of the company, and whose term of office shall be one year. 
 No officer or director of this company shall have any authority not conferred 
 by the articles of incorporation or by-laws or by direction of the board of 
 directors. Nor shall any officer or member assume any obligations or undertake 
 any enterprise in the name of the company unless so ordered or authorized by 
 the board of directors or executive committee. 
 
 Article 3. The president of the company shall have general supervision of 
 the business of the company, and when directed by the board of directors or 
 executive committee shall transfer stock, satisfy mortgages, make and call in 
 investments and execute all deeds and papers requiring the seal of the company. 
 He shall sign all policies of insurance issued and all orders drawn upon the 
 treasurer. He shall preside at all meetings of the company and of the board 
 of directors. 
 
 Article ii. There shall be a stated quarterly meeting of the board of direc- 
 tors held at the office of the company in Des Moines on the first Monday in 
 January, April, July and October of each year. Special meetings may be called 
 by the president, or in his absence by the vice-president, secretary or by three 
 directors. Should the president not deem it necessary to make the call or fail 
 to do so, three directors may make written request to either of the above officers, 
 who shall duly notify all of the directors of the time and place of said meeting. 
 Should the above officers refuse to comply with this request, the directors shall 
 be vested with power to make the call direct by giving notice in writing to every 
 member of the board of directors, stating the object of the meeting. 
 
CENTRAL LIFE. 
 
 31 
 
 Article 12. Sec. i. The annual meeting of the stockholders of this society 
 shall be held upon the second Tuesday of January of each year. At such annual 
 meeting the stockholders shall elect directors to fill any vacancies occurring in 
 the board of directors, receive and consider annual reports of the officers, and 
 transact any and all other business which may legally come before them ; each 
 stockholder shall be entitled to one vote for each share of stock held by him, 
 and a quorum shall consist of persons representing a majority of the stock. At 
 such stockholders’ meeting persons owning stock shall vote the same in person 
 or by a proxy duly and legally authorized by written instrument. 
 
 Sec. 2. Special meetings of the stockholders may be held by order of the 
 board of directors at any time upon ten days’ notice in writing, mailed to the 
 address of each stockholder as shown by the books of the society; such notice 
 shall state in general way the nature of the business to be transacted at such 
 special meeting. 
 
 Article 13. The board of directors of this company shall be elected at the 
 annual meeting of the company. All directors hereafter elected shall hold office 
 for four years and until their successors are elected and qualified. 
 
 Article 14. The officers of this company shall be a president, first vice-presi- 
 dent, second vice-president, secretary, assistant secretary, counselor, medical 
 director, treasurer, auditor and executive committee. Said officers shall be elected 
 annually by the board of directors, such election to be held immediately after the 
 regular annual meeting of the company at the office of the company in Des 
 Moines, la. 
 
 Article 18. Insurance in this company shall be written upon such terms and 
 conditions as may be determined by the board of directors, and all death losses 
 shall be paid within ninety days after satisfactory proofs of the death have been 
 filed with the company and all annuities within ninety days after the same shall 
 have matured. 
 
 Article 19. All surplus funds of this company shall be invested in interest- 
 bearing securities, in compliance with section 1169 of the Code of Iowa. 
 
 Article 20. Such a part of the regular annual premiums collected for in- 
 surance shall be set apart as mortuary fund, as according to the American 
 experience table of mortality, shall be sufficient to pay death losses. 
 
 Article 21. The society shall also create a surplus accumulation fund. This 
 fund shall be made up of all interest accumulations and accumulations from lapses, 
 which may occur, together with such a part of the regular annual premiums 
 collected for insurance as shall be equal to 25 per cent of the mortuary fund. 
 This fund shall protect the society against any increase in the mortality rate, 
 and at the end of the accumulation period for which policies have been written, 
 shall be equitably apportioned to the holders of policies participating in same. 
 The company shall have the power during the first three years of any poilcy to 
 use said 25 per cent of mortuary fund during said time to the furtherance of 
 the business interests of the company. This by-law shall be understood to 
 apply only to the limited term accumulation policies. 
 
 Article 22. Lapsed policies may be revived on the following terms and con- 
 ditions : The policyholder shall within six months from the time the premium 
 
 became due furnish the company with a certificate of good health and pay up 
 all back premiums with interest thereon at the rate of 6 per cent per annum. 
 
 Article 23. The officers and directors shall receive such compensation for 
 their services as shall be determined by the board of directors. 
 
3 2 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Article 24. A majority of the board shall constitute a quorum for the trans- 
 action of business, but a less number may adjourn from time to time. 
 
 Article 25. These by-laws may be amended at any regular or special meeting 
 of the board by a two-thirds vote of all the members of the board, provided ten 
 days' notice of the proposed change has been given in writing to each member 
 of the board. 
 
 Article 26. All officers of this company shall give security for the faithful 
 performance of their duties in bonds in the following sums, to wit : The presi- 
 
 dent, secretary and assistant secretary. $1000 each; the treasurer, $1000; the 
 first and second vice-presidents, $1000. All of said bonds shall be given with 
 sureties to be approved by the board of directors, and every bond so taken shall 
 be so drawn as to remain in force until a new bond shall be substituted and 
 approved by the board of directors or until canceled by a resolution of the 
 board. The bond of the assistant secretary shall be filed with the president 
 and all other bonds with the assistant secretary. 
 
 Article 27. Every officer of this society shall qualify as such within ten days 
 from the date of his election. And a failure upon the part of any officer to qualify 
 as required by the constitution and by-laws of this society shall be construed 
 as a refusal upon the part of such person to accept such office. 
 
CITIZENS LIFE. 
 
 33 
 
 CITIZENS LIFE INSURANCE COMPANY. 
 
 Articles of Incorporation. 
 
 The undersigned persons, viz: Wesley H. Gregory, Louis T. David- 
 son, Henry Enos Tuley, Chas. B. Norton, Robt. E. Gregory, Chas. B. 
 Nordeman, Helm Bruce, L. Wallace Key, Everett A. Morgan, Chas. 
 C. Wyatt, James M. Gillum, Edwin A. Stevens, H. Elvis Mason, John 
 B. Key, Jerry B. Mason, Frank M. Fisher, Edward P. Gilson and 
 Walter H. Albritton, do hereby associate to establish a corporation pur- 
 suant to the provisions of chapter 32 of the Kentucky statutes, and 
 especially pursuant to article 4, sub-divisions 1 and 2 thereof. 
 
 1. The name of the corporation shall be Citizens Life Insurance 
 Company. 
 
 2. It will transact the business of making insurance upon the lives 
 of individuals, and of granting, purchasing and disposing of annuities 
 and endowments ; and shall have power to cause itself to be insured 
 against any loss or risk it may have incurred. 
 
 3. The corporation will be organized on the stock plan, but shall 
 have power to issue participating policies, the holders whereof shall 
 not thereby become members of the corporation, but shall be entitled 
 to participate in profits to such extent, and upon such plans, terms and 
 conditions as shall be prescribed or agreed on. 
 
 4. Its principal office shall be in Louisville, Jefferson county, 
 Kentucky. 
 
 5. The amount of its capital stock will be $100,000 ; but it shall have 
 power to increase the amount of its capital stock, in the manner pro- 
 vided by law, to an amount not exceeding $500,000. Said stock shall 
 be divided into shares of $10 each. 
 
 6. The number of directors of the corporation will be twenty-four. 
 
 7. The regular annual meeting of the stockholders of the corpora- 
 tion will be held at its office in the city of Louisville, Ky., on the second 
 Tuesday of January of each year, beginning at the hour of ten o’clock 
 a. m. ; at which meeting the directors of the corporation will be elected. 
 
 8. The board of directors shall have power to fill vacancies in its 
 body. 
 
 9. The officers of the corporation, each of whom shall be a director, 
 and be elected at the first meeting of the board of directors after its 
 own creation, shall be a president, a first vice-president and general 
 manager, which last two offices may be filled by the same person, a 
 
34 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 second vice-president, a secretary, a treasurer, a general counsel 
 and a medical director. 
 
 10. The president, first vice-president and general manager, 
 second vice-president, secretary, treasurer, medical director and 
 general counsel, shall constitute an executive committee; which, in 
 addition to the powers and duties hereinafter conferred upon it, shall 
 have such other powers and duties as shall be conferred upon it by the 
 board of directors. 
 
 11. The said executive committee shall have power to employ any 
 persons to serve the corporation whom it may consider desirable; and 
 to prescribe the terms and conditions of service; and to fix and de- 
 termine what compensation, if any, shall be received by any officer, 
 director or employee of the corporation. 
 
 12. The board of directors shall have power to create out of its 
 own number, a finance committee, and any other committee which it 
 shall consider desirable to act in conducting the affairs of the corpo- 
 ration, and shall have power to define the powers and duties of such 
 committee. 
 
 13. The treasurer will be required to execute a bond to the corpo- 
 ration with good surety, which shall be approved by the board of di- 
 rectors, in a sum not less than $25,000, the exact amount of which shall 
 be fixed by the board of directors, for the faithful discharge of his 
 duities as treasurer. 
 
 14. The board of directors shall have power to make by-laws for 
 the regulation of the affairs of the corporation. 
 
 15. The private property of stockholders shall not be subject to the 
 payment of the debts of the corporation, except so far as expressly 
 made thus subject by the law^s of Kentucky. 
 
 16. The corporation will commence when it shall have complied 
 with the laws of Kentucky authorizing it so to do, and will continue 
 until terminated in the manner provided by law ; and shall do business 
 in the United States, and wherever else it may deem advisable. 
 
 Witness the signatures of the corporators this 1st day of July, 1904. 
 Wesley H. Gregory, Louis T. Davidson, Henry Enos Tuley, Charles 
 B. Norton, Robert E. Gregory, Charles B. Nordeman, Helm Bruce, L. 
 Wallace Key, Everett A. Morgan, Charles C. Wyatt, James M. Gillum, 
 Edwin A. Stevens, H. Elvis Mason, John B. Key, Jerry B. Mason, 
 Frank M. Fisher, Edward P. Gilson, Walter H. Albritton. 
 
 Amendment. 
 
 The undersigned, being the president and a majority of the directors 
 of the Citizens Life Insurance Company, do hereby state that, by the 
 
CITIZENS LIFE. 
 
 35 
 
 written consent of, and by a vote of, stockholders representing more 
 than two-thirds (2-3) of its capital stock, and after notice of the pro- 
 posed increase had been mailed to the address of each stockholder 
 twenty days before the meeting was held for that purpose, the Citizens 
 Life Insurance Company on January 10, 1905, increased its capital 
 stock from the sum of one hundred thousand dollars ($100,000) to a 
 total of five hundred thousand dollars ($500,000), being an increase of 
 four hundred thousand dollars ($400,000). 
 
 Witness the signatures of said parties this January 10, 1905. W. 
 H. Gregory, president ; J. Whit Potter, Chas. B. Norton, J. W. Koontz, 
 Louis T. Davidson, M. A. Scovell, L. W. Key, Jas. W. Thacker, C. B. 
 Nordeman, R. E. Gregory, Jas. H. Parrish, Henry Enos Tuley, E. 
 Rice, Helm Bruce, Robert M. Trimble. 
 
 Amendment. 
 
 This instrument witnesseth, That the -Citizens Life Insurance 
 Company, by the consent in writing of the owners of more than two- 
 thirds of its capital stock, and by vote at a stockholders’ meeting duly 
 assembled, has amended its articles of incorporation by rescinding sec- 
 tion 9 of the original articles and substituting in lieu thereof the fol- 
 lowing as section 9, to wit: 
 
 9. The officers of the corporation, each of whom shall be a 
 director and be elected at the first meeting of the board of directors 
 after its own creation, shall be a president, a first vice-president, a 
 second vice-president, a secretary, a treasurer, a general manager, a 
 general counsel and a medical director. The offices of president and 
 general manager may be filled at the same time by the same person. 
 
 Witness the signatures of undersigned, being the president and a 
 majority of the directors of the said Citizens Life Insurance Company, 
 this third day of February 1905. W. H. Gregory, president; J. W. M. 
 Stewart, R. E. Gregory, C. B. Nordeman, Chas. B. Norton, Louis T. 
 Davidson, Henry Enos Tuley, Jas. H. Parrish, L. W. Key, J. H. 
 Mersman, J. W. Koontz, E. Rice, Helm Bruce, directors. 
 
 Amendment. 
 
 Whereas, the owners of more than two-thirds of the capital stock 
 of the Citizens Life Insurance Company, a corporation created and 
 organized under chapter 32 of the Kentucky statutes, have consented 
 in writing to the changes hereinafter described in its articles of incor- 
 poration, which written consent is on file at the office of said company, 
 now, therefore, the said articles of incorporation are hereby amended 
 
^6 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 by repealing sections 9 and 10 thereof, and by substituting in lieu of 
 same the following as sections 9 and 10 thereof, to wit : 
 
 9. The officers of the corporation, who shall be annually elected by 
 the board of directors at its first meeting after its own creation, shall 
 be a president, a first vice-president, a second vice-president, a third 
 vice-president, a secretary, an assistant secretary, a treasurer, a general 
 manager, a general counsel and a medical director. Each of these offi- 
 cers shall be a member of the board of directors, except the assistant 
 secretary and the medical director, who shall not be members of said 
 board. It shall be the duty of the board of directors at its first meeting 
 after the adoption of this amendment to fill the office of third vice- 
 president until the next general election. 
 
 The offices of president and general manager may be filled at the 
 same time by the same person, as may also the offices of secretary and 
 treasurer. During the absence of the secretary the assistant secretary 
 shall perform the duties of the secretary, but not of the treasurer. 
 
 10. The president, treasurer and third vice-president shall constitute 
 an executive committee ; which, in addition to the powers and duties 
 hereinafter conferred upon it, shall have such other powers and duties 
 as shall be conferred upon it by the board of directors. 
 
 In witness whereof, The undersigned directors of the said Citizens 
 Life Insurance Company, being more than a majority thereof, have 
 hereunto set their signatures this 16th day of September, 1905. L. W. 
 Key, Helm Bruce, W. H. Gregory, S. S. Faulkner, J. W. Cabaniss, 
 R. E. Gregory, J. W. Thacker, J. W. M. Stewart, J. H. Parrish, J. W. 
 Koontz, F. M. Fisher, J. Whit Potter, J. E. Jarratt. 
 
THE COLONIAL LIFE. 
 
 37 
 
 THE COLONIAL LILE INSURANCE COMPANY OF 
 
 AMERICA. 
 
 Certificate of Authority. 
 
 State of New Jersey, 
 
 Department of Banking and Insurance, 
 Trenton, December 31, 1897. 
 
 Whereas, Satisfactory evidence has been exhibited to me, and filed 
 in this department, showing that the corporators of The Colonial Life 
 Insurance Company of America, of Jersey City, N. J., have fully or- 
 ganized the said company according to law, and that the sum of one 
 hundred thousand dollars ($100,000) of the capital of said company 
 has been actually paid in cash, as required by the act entitled “An act 
 to provide for the regulation and incorporation of insurance com- 
 panies” (revision), approved April 9, 1875, and the supplements and 
 amendments thereto; and, 
 
 Whereas, The said company has deposited in this department for 
 the security of its policyholders the sum of twenty thousand dollars 
 ($20,000)* in the securities required and allowed by said act; and, 
 
 Whereas, The said company has filed in the county clerk’s office of 
 the county of Hudson a certified copy of its certificate of organization 
 and other papers, pursuant to the provisions of said act ; 
 
 Now, therefore, I, William Bettle, Commissioner of Banking and 
 Insurance of the State of New Jersey, do hereby certify that the said 
 The Colonial Life Insurance Company of America has complied with 
 the laws of said State applicable to it, and is duly authorized to com- 
 mence business and issue policies as a joint-stock life insurance 
 company. 
 
 State of New Jersey, In witness whereof, I have 
 
 (Seal) hereunto set my hand and 
 
 Department of Banking and Insurance. affixed my official seal at 
 
 Trenton, the day and year 
 first above written 
 
 (Signed) WILLIAM BETTLE, 
 
 Commissioner of Banking and Insurance. 
 
 * First instalment only. Eighty thousand dollars in addition subsequently deposited. 
 
38 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 THE COLUMBIAN NATIONAL LIFE INSURANCE 
 COMPANY. 
 
 Chapter 447 of the Acts of 1902. An Act to Incorporate the 
 Columbian National Life Insurance Company. 
 
 Be it enacted, etc., as follows: 
 
 Sec. 1. Winslow Warren, Alexander S. Paton, Edward A. Pres- 
 brey, Francis P. Sears, Gardner Perry, Joseph Balch, Hosea M. 
 Knowdton, Arthur B. Daniels, Francis Peabody, Jr., and Julian Cod- 
 man, their associates and successors, are hereby created a corporation 
 under the name of The Columbian National Life Insurance Company, 
 to be located in the city of Boston, for the transaction of life insurance ; 
 with all the rights, powers and privileges, and subject to all the duties, 
 liabilities and restrictions conferred or imposed by the general laws 
 now or hereafter in force, applicable to domestic stock life insurance 
 companies, so far as said laws are not inconsistent with the provisions 
 of this act. 
 
 Sec. 2. The board of directors shall consist of not less than fifteen 
 members, who shall be chosen by ballot from the stockholders, and a 
 majority of whom shall be residents of the Commonwealth. Not less 
 than eight shall constitute a quorum to do business, although a less 
 number may adjourn from time to time. The number of directors and 
 the number constituting a quorum may be increased or diminished 
 within the said limits at any annual or special meeting of the stock- 
 holders. The directors shall have the power to choose from their 
 number an executive committee of not less than seven, which may ex- 
 ercise all the powers of the board of directors whenever the board 
 shall not be in session, and also all the powers expressly conferred 
 upon it by the by-laws. The corporation may determine by its by- 
 laws the manner of calling and conducting all meetings, and the mode 
 of voting by proxy. Each stockholder shall be entitled to one vote 
 for every share of capital stock owned by him. 
 
 Sec. 3. The capital stock of the corporation shall be two hundred 
 thousand dollars, divided into two thousand shares of the par value of 
 one hundred dollars each. The capital stock shall be paid in, in cash 
 within twelve months after date of the passage of this act ; and no 
 certificates of shares and no policies shall be issued until the whole 
 capital stock is paid in. 
 
COLUMBIAN NATIONAL LIFE. 
 
 39 
 
 Sec. 4. Until the net surplus of the corporation shall amount to 
 two hundred thousand dollars no dividend exceeding six per cent per 
 annum shall be declared or paid on the capital stock ; provided, that if, 
 in any year before such time, the dividend paid shall be less than six 
 per cent it may be made good in any subsequent year notwithstanding 
 the foregoing limitation. When the net surplus of the corporation 
 shall equal twice the amount of its capital stock, said stock may be 
 retired, and in such case the policyholders shall become members of 
 the corporation and direct its affairs as in the case of mutual companies. 
 
 Sec. 5. The corporation may issue policies stipulated to be with or 
 without participation in the profits. Persons insured on the participat- 
 ing plan shall be entitled to such share in the profits, distributable upon 
 the contribution to surplus plan and withdrawable at the end of such 
 periods as may be provided by the by-laws or agreed upon between the 
 insured and the corporation ; but they shall not by reason thereof be 
 members of the corporation. 
 
 Sec. 6. This act shall take effect upon its passage. 
 
 Approved June 5, 1902. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. 1. Name and Seal. — This corporation shall be named the Columbian 
 National Life Insurance Company, and shall have a common seal bearing its 
 name and the year of its organization. 
 
 Sec. 2. Directors. — The property and business of the company shall be man- 
 aged by a board of not less than twenty-five directors ; provided, that until the 
 first annual meeting in 1903 the board may consist of less than twenty-five, but 
 not less than fifteen directors. 
 
 At the first meeting of the incorporators and stockholders of the company, 
 fifteen directors shall be elected by ballot, to serve until the next annual meeting 
 of the stockholders, or until their successors shall have been elected and qualified. 
 Said fifteen directors, with such additional ones as shall be chosen by ballot from 
 time to time for the unexpired term of the first year, at any special meeting of 
 the stockholders, shall have power during their term of office to fill by ballot, all 
 vacancies in their number. 
 
 Permanent Directors to Serve in Classes. — At the first annual meeting in 1903, 
 the stockholders shall elect by ballot thirty-six directors, twelve to serve until 
 the annual meeting in 1906, twelve to serve until the annual meeting in 1905, and 
 twelve to serve until the annual meeting in 1904, and thereafter at each annual 
 meeting shall elect for a term of three years, directors to fill the place of the 
 class whose terms of office then expire. 
 
 The number of directors of the company may be increased by the affirmative 
 votes of the holders of a majority of all the outstanding shares of the capital 
 stock of the company cast by ballot in favor of the increase at an annual or 
 special meeting of the stockholders held upon a notice stating that one of the 
 purposes of the meeting is to vote upon the proposed increase of the number of 
 directors. Upon any such increase the additional directors shall be elected 
 
40 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 severally and respectively, for such terms (not exceeding in any case three years) 
 and in such manner as to make the several classes of directors as nearly as may 
 be equal in number. 
 
 Vacancies; How Filled. — At each annual meeting the stockholders shall fill 
 all vacancies caused by death, resignation or other cause for the unexpired term 
 of the director whose office has become vacant, and the directors in any one year 
 shall have the power to fill vacancies in their number ; or any vacancies among 
 the officers, the officers so elected to hold office only until the succeeding annual 
 meeting, or until others shall be chosen in their stead. 
 
 Sec. 3. Meetings of Directors ; How Called. — Meetings of the board of di- 
 rectors may be called by the direction of the president of the company, or by 
 any three members of the executive committee. Three days notice of such 
 meetings must be given to each director, either by delivering the same to him 
 personally or by mail or telegraph, or by leaving it at his residence or at his usual 
 place of business, except the first meeting of the board of directors, which shall 
 be held immediately after the first meeting of the incorporators and stockholders, 
 without any notice, provided a quorum of said board shall be present. 
 
 Sec. 4. Quorum. — Eight directors shall constitute a quorum. 
 
 Sec. 5. Officers ; When and How Elected. — The board of directors at their 
 first meeting after such annual election, or at a special meeting called for the 
 purpose, shall elect by ballot a president, and such vice-presidents as they may 
 determine from their own number, and also a secretary and treasurer, who need 
 not be directors, and may elect at any regular meeting a first and second assistant 
 secretary, who shall be secretaries pro tern., and a first and second assistant 
 treasurer, or either of them, who need not be directors, and whose term of office 
 shall be for one (1) year, or until their successors are elected, subject to re- 
 moval by the board at any time, with or without cause. 
 
 Sec. 6. Postponement of Election of Officers. If for any reason the election 
 of officers shall not be held on the day fixed therefor, the board of directors 
 shall designate another day for the election. 
 
 Sec. 7. Executive Committee. — The board of directors may appoint an ex- 
 ecutive committee consisting of not less than seven directors, of whom the 
 president of the company shall be one : and said committee may exercise all 
 powers vested in and conferred upon the board of directors at any time when 
 the board is not in session. 
 
 Three to Be a Quorum. — Three members of said committee shall constitute a 
 quorum. 
 
 Sec. 7a. Finance Committee. — The board of directors may appoint, also from 
 their own number, a finance committee, to consist of the president, a vice- 
 president and not less than five other directors. It shall be the duty of said 
 committee to provide for the investment of the funds of the company in safe 
 securities, such as insurance companies are permitted by law to invest in. 
 
 Sec. 8. President. — The president shall hold office for one year, or until his 
 successor shall be appointed. * * * * 
 
 Sec. 10. Secretary'. — The secretary shall be a resident of the Commonwealth 
 of Massachusetts, and if he ceases to be such resident his office shall become 
 vacant. He shall hold office for one year or until his successor shall be appointed, 
 subject to removal by the board at any time, with or without cause. * * * 
 
 Sec. 12. Treasurer. — The treasurer shall hold office for one year, or until his 
 successor is appointed, subject to removal by the board at any time, with or 
 without cause. 
 
COLUMBIAN NATIONAL LIFE. 
 
 41 
 
 Sec. 15. Meetings of Stockholders. — All meetings of the stockholders after the 
 first shall be held at the principal business office of the company, in the city 
 of Boston, unless the directors shall otherwise provide and direct. 
 
 Sec. 16. Annual Meeting of Stockholders. — The annual stated meeting of the 
 stockholders after the year 1902, shall be held on the second Thursday of 
 February in each year, at 12 o’clock M. 
 
 Sec. 17. Notice of Stockholders’ Annual Meeting. — Notice of the annual meet- 
 ing shall be mailed to each stockholder, at his address as it appears upon the 
 records of the company, at least ten days prior to the meeting. 
 
 Stockholders may be represented by proxy or attorney, and shall be entitled 
 to one vote for each share of stock held by them. 
 
 Proxies. — Proxies may be authorized by written power of attorney, but no 
 officer shall vote as proxy. 
 
 Quorum. — Holders of one-third of the whole amount of stock issued and out- 
 standing shall constitute a quorum. 
 
 Sec. 18. Special Meetings of Stockholders. — Special meetings of the stock- 
 holders may be called by the president or by the directors, and shall be called 
 upon the written request to the president of five directors, or upon the written 
 request to the directors of twenty stockholders, or the owners of one-fifth part 
 of the capital, stating the purpose of such meeting. Notice of such meetings shall 
 be given by the secretary, by mailing a notice at least six days prior to the date 
 of the meeting, to each stockholder of record, at his last known postoffice address 
 as the same appears on the records of the company. 
 
 Sec. 19. Checks, Drafts, etc. — All checks, drafts and orders for the payment 
 of money shall be signed by the treasurer, and he shall also sign promissory 
 notes and other instruments and papers which he shall be authorized to sign by 
 the board of directors, or the executive committee. Promissory notes, bills 
 of exchange, checks and drafts for the payment of claims under policies of in- 
 surance exceeding $500 and all checks and drafts for a sum exceeding $500 shall 
 be countersigned by the president, or a vice-president. 
 
 Sec. 20. Notices. — Whenever under the provisions of these by-laws, notice is 
 required to be given to any director, officer or stockholder, it shall not be 
 construed to mean personal notice, but such notice may be given in writing by 
 depositing the same in the postoffice, or letter-box, in a postpaid sealed wrapper, 
 addressed to such director, officer or stockholder, at his address if and as the 
 same appears on the books of the company, and such notice shall be deemed to 
 be given at the time when the same shall be thus mailed. 
 
 Sec. 21. Waiver of Notice. — Any stockholder, officer or director may at any 
 time waive in writing any notice required to be given under these by-laws. 
 
 Sec. 22. Offices. — The Company shall maintain its principal office for the 
 transaction of business in the city of Boston. 
 
 Sec. 23. Transfer of Stock. — Certificates of stock of the company shall be 
 transferable only upon the books of the company, and no transfer shall be 
 complete until the same has been recorded in the stock ledger of the company. 
 
 Sec. 24. Amendment of By-Laws. — The stockholders, at any annual or special 
 meeting may alter or amend these by-laws, the amendment proposed having 
 been stated in substance in the call for the meeting. 
 
42 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 CONNECTICUT GENERAL LIFE INSURANCE COMPANY. 
 
 General Assembly, May Session, A. D. 1865. 
 INCORPORATING THE CONNECTICUT GENERAL LIFE INSURANCE 
 
 COMPANY. 
 
 Upon the petition of Edwin D. Tiffany and others, praying for an act 
 of incorporation : 
 
 Resolved, by this Assembly: Sec. i. — That Edwin D. Tiffany, 
 
 Henry C. Deming, John C. Palmer, Jonathan B. Bunce, George S. Gil- 
 man, Ebenezer N. Kellogg, John A. Butler, Henry J. Johnson and 
 George D. Jewett, with all others that may become associated with them 
 as stockholders, as hereinafter provided, and their successors, be and 
 they are hereby created a body corporate for the purpose of life insur- 
 ance, and other purposes hereinafter mentioned, by the name of the 
 Connecticut General Life Insurance Company, and by that name are 
 empowered to purchase, have, hold and enjoy lands, tenements, hered- 
 itaments, chattels, stocks, choses in action, and effects of every kind, 
 and the same to sell, grant, demise, alien and convey, to sue and be 
 sued, plead and be impleaded, in all courts of law and equity, to have 
 and hold a common seal, and the same to change at pleasure ; and to 
 ordain and put into execution by-laws and regulations as they may 
 deem proper, for the well-ordering of said corporation, and the trans- 
 action of its business, provided such by-laws and regulations be con- 
 sistent with the laws of this State and of the United States. 
 
 Sec. 2. The capital stock of said corporation shall be not less than 
 five hundred thousand dollars, and may be increased by vote of the 
 stockholders, at any time, to one million of dollars : the shares of the 
 capital stock to be of the value of one hundred dollars each, upon 
 which ten dollars shall be paid upon each share at the time it is sub- 
 scribed for, as hereinafter provided, and ten dollars additional shall be 
 paid upon each share of stock subscribed for. to said corporation, within 
 twenty days from the time of the organization of said company, and 
 the remaining eighty dollars per share shall, within twenty days from 
 the organization of said company, be paid into the treasury, of said 
 corporation, or be secured to be paid, either by mortgage of real estate, 
 or by such endorsed promissory notes as shall be approved by the 
 directors of said company. 
 
 Sec. 3. The capital stock of said company shall be transferable ac- 
 
CONNECTICUT GENERAL. 
 
 43 
 
 cording to their by-laws, and if any subscriber to said stock shall fail 
 to pay his subscription, or secure the same to be paid, as aforesaid, for 
 the space of thirty days after the same shall become due, and if upon 
 the increase of the capital stock of said company, any subscriber to the 
 same shall fail to pay the instalments as called for by the directors of 
 said company, for the space of thirty days after the same shall become 
 due, then said stock of such delinquent subscriber shall be sold by the 
 directors at public auction, upon at least fifteen days’ notice of such 
 sale, by publication in some newspaper published in Hartford, and the 
 proceeds of said sale shall be first applied to the expenses of said sale 
 and payment of the instalments due upon the stock, and the balance of 
 proceeds, if any, shall be refunded to the owner of said stock. The 
 delinquent stockholders may be notified in such way as the by-laws may 
 provide, of the maturity of the instalments. The stock sold in manner 
 above provided for, shall entitle the .purchaser to all rights of a stock- 
 holder to the extent of shares so purchased. 
 
 Sec. 4. The business of said corporation shall be life insurance and 
 annuities, and contracts of insurance may be made, providing for all 
 risks, hazards, guarantees and contingencies to which life insurance is 
 applicable, computing endowments, and granting and purchasing an- 
 nuities, upon such conditions and for such periods of time as may be 
 determined by said corporation ; and said company may procure such 
 reinsurance of their risks as may be deemed desirable. Policies may 
 be issued, stipulated to be with or without participation in profits, and 
 all dividends which shall be allotted to such participating policies, which 
 are not claimed and called for within two years after the same shall 
 have been declared, shall be forfeited to said company. 
 
 Sec. 5. Said company may issue policies upon lives for the benefit 
 of and payable to married women, and all contracts of insurance so 
 beneficial to married women, whether made with said married women 
 or with other persons in their behalf, shall be, if so expressed in the 
 policy, the sole and separate estate of said married women, and. may be 
 made payable at the maturity of said policies, in case of previous death 
 of said married women, to their children, and the discharge of said 
 policies by said married women, or their assigns, and their children 
 (or their guardians, if minors), in case of death of said married women, 
 shall be a valid discharge of said contracts. 
 
 Sec. 6. The office of said company shall be located at Hartford, 
 and its affairs shall be managed by not less than seven, nor more than 
 twenty directors (the number to be determined by the by-laws), to be 
 chosen by ballot from among and by . the stockholders, a majority of 
 whom shall be residents of this State, which directors first chosen shall 
 
44 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 hold office until the first Tuesday in May next ensuing the date of 
 their election, and until others are chosen to supply their places. And 
 the annual meetings for the choice of directors shall, after the first elec- 
 tion, be holden at the city of Hartford on the first Tuesday in May, or 
 on such other day in the month of May, as shall be determined by the 
 by-laws of said corporation. Each share of stock represented by the 
 holder or his proxy, shall be entitled to one vote in the choice of 
 directors. 
 
 Sec. 7. If it shall so happen that a choice of directors shall not be 
 made at the time of any annual meeting, said corporation shall not be 
 thereby dissolved, but an election may be had within one year there- 
 after, at some time signified by the directors last chosen. Public notice, 
 by order of the directors, shall always be given at least ten days pre- 
 vious to any meeting of the stockholders, in a newspaper printed in 
 Hartford. The president may call a special meeting of the stockholders 
 at the request of five of the directors. 
 
 Sec. 8. To carry out the provisions of the charter and to organize 
 the said corporation, Edwin B. Tiffany, Jonathan B. Bunce and Geo. 
 S. Gilman are authorized and appointed to receive subscriptions to the 
 capital stock thereof, and the payment of the first instalment thereon, 
 and when three thousand shares of said stock shall have been sub- 
 scribed for and the first instalment has been paid thereon, upon their, 
 said Tiffany, Bunce and Gillman’s call, by notice published in a news- 
 paper printed in Hartford, ten days before the time of said meeting, 
 the subscribers may meet at the time and place named in said call, and 
 adopt such by-laws, rules and regulations as they may deem proper, 
 in compliance with this act, and said subscribers may, at said meeting, 
 elect a board of directors in the manner aforesaid, to hold office as above 
 provided ; and when the by-laws have been adopted, and the board of 
 directors have been organized, by the choice of a president and secre- 
 tary, the said corporation may exercise all the powers conferred by 
 this act. 
 
 Sec. 9. The directors may choose a president, vice-president and 
 secretary, and appoint such other officers, clerks and agents, and es- 
 tablish such agencies in this State and elsewhere, as shall be by them 
 deemed advisable for conducting the business of saMd company, fix 
 their compensation, and take bonds of any and all of them for the faith- 
 ful discharge of their duties, and may make such covenants and agree- 
 ments as may be deemed necessary, and such contracts and agreements, 
 signed either by the president or secretary, shall be binding on said com- 
 pany. The president and vice-president shall be chosen from the board 
 of directors, and may hold their appointments for one year, and until 
 
CONNECTICUT GENERAL. 
 
 45 
 
 others are chosen in their place ; the other officers ancl employees 
 of said company may be removed, and new ones appointed at the pleas- 
 ure of the directors. In the absence or disability of the president and 
 vice-president, the directors may choose a president pro tempore ; and 
 in case a vacancy occurs in the board of directors, the remaining direc- 
 tors may fill such vacancy. 
 
 Sec. io. All policies or other contracts of insurance authorized 
 by this act, may be made with or without the seal of said corporation, 
 and shall be signed by the president or vice-president and the secretary, 
 and when so signed and executed shall be binding and obligatory upon 
 said corporation, according to the true intent and meaning of said 
 policies and contracts. 
 
 Sec. ii. The capital stock, acquired moneys and personal estate of 
 said corporation may be invested at the discretion of the directors in 
 loans upon real estate on bonds and mortgages, in loans upon or pur- 
 chase of United States note and bonds, bank stocks or bonds issued by 
 States or by municipal or other corporations, or may be loaned upon 
 endorsed promisory notes not having more than twelve months to run ; 
 and the same may be called in and reinvested under the provisions of 
 this act. And it shall be the duty of said corporation to make an 
 annual report to the General Assembly, containing a full and accurate 
 statement of its condition and affairs. 
 
 Sec. 12. This act shall take effect from the day of its passage, and 
 may be altered, amended or repealed at the pleasure of the General 
 Assembly, and nothing contained therein shall be so construed as to 
 authorize said company to engage in the business of banking. 
 
 Approved June 22, 1865. 
 
 Resolution Authorizing the Connecticut General Life Insur- 
 ance Company to Reduce its Capital Stock. 
 
 State of Connecticut, General Assembly, 
 
 May Session, A. D. 1873. 
 
 Upon the petition of the Connecticut General Life Insurance Company 
 for reduction of its capital stock : 
 
 Resolved by this Assembly: 
 
 Sec. 1. That power and authority be and hereby are given to the 
 Connecticut General Life Insurance Company to reduce its capital 
 stock, from time to time, to any amount not less than one hundred and 
 twenty-five thousand dollars, by reducing the number of shares, or 
 the par value of the shares of the respective stockholders of said 
 company, pro rata, and to return that portion of the capital represented 
 
46 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 by stock notes to the respective stockholders whenever the stockholders 
 and directors shall so elect, and to return the cash portion of said capital 
 authorized by this act, whenever the assets of said company shall show 
 a net surplus by the official valuation of the Insurance Department of 
 this State, exclusive of its capital stock, of the sum of twenty-five 
 thousand dollars, and a majority of the stockholders shall so vote, at 
 a meeting or meetings duly warned and held for acting on said subject, 
 and said stockholders’ vote shall have been approved by a vote of at 
 least two-thirds of the directors of said company. 
 
 Sec. 2. Whenever the stockholders and directors of said company 
 shall have voted any reduction of the capital stock as aforesaid, the 
 directors shall immediately cause a certificate of said action, signed by 
 their president in the name and behalf of said company, and counter- 
 signed by their secretary, and under the corporate seal of said com- 
 pany, and acknowledged in the manner required by law for conveyance 
 of land, to be filed in the office of the Secretary of this State for record, 
 and thereupon the charter of said company shall be deemed to be 
 amended in respect to the amount of its capital, and the number or the 
 par value of its shares, so as to conform to the said reduction voted and 
 certified to the Secretary of State; and said company shall, with such 
 reduced capital, possess the same rights and be subject to the same 
 liabilities that it possessed or was subject to at the time of said 
 reduction. 
 
 Sec. 3. After said reduction of capital as aforesaid, said company, 
 by a majority vote of its directors, may require each stockholder to 
 return his original certificate of stock held by him, and in lieu thereof 
 shall issue new certificates of stock for such number of shares, or of 
 such par value as said stockholders shall be entitled to in the propor- 
 tion that the reduced capital shall bear to the capital before said 
 reduction ; and said company shall reimburse and pay each stockholder 
 the par value of the reduced amount of his stock in said company by 
 first returning to him, or endorsing as paid on his stock-note or notes 
 held by the company, the amount of said reduction if said notes equal 
 said reduction ; and in case said notes do not equal the amount of said 
 reduction, shall pay the balance in cash upon surrender of the original 
 certificate of stock. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article 2. The annual meeting of the stockholders shall be holden on the first 
 Tuesday of May. 
 
 Article 3. The board of directors, which shall consist of ten, shall hold 
 their first meeting on the day of their election, or as soon thereafter as 
 practicable, and their regular meetings at such times as they may determine. 
 
CONNECTICUT GENERAL. 
 
 47 
 
 Special meetings of the board may be called by the president, and shall be called 
 by him, or, in his absence, by the vice-president, upon application in writing of 
 any three directors. Five directors shall constitute a quorum for business. 
 
 Article 4. The board of directors shall determine the order of their business 
 and their own rules of order, and shall preserve a written record of their doings. 
 
 Article 5. No loan or purchase for investment shall be made, except by vote 
 of the directors, or with approval of the finance committee. 
 
 Article 6. The president, or the secretary, shall sign all checks and drafts 
 made by the company; and the president, or in his absence or inability to act, 
 the secretary shall be the custodian of all bonds, stock certificate, and other 
 evidences of title to income bearing property. 
 
 Article 9. Two auditors shall be chosen from the stockholders, at each annual 
 meeting, by nomination. 
 
 Article 10. The capital stock shall be transferable only by stockholders per- 
 sonally, or by attorney legally constituted, or in case of death, by personal repre- 
 sentatives ; transfers of stock shall be made only upon surrender of certificate, 
 except in case of lost certificate, and then only upon the stockholder giving satis- 
 factory bond against loss on account of the issue of new certificate. 
 
 Article ii. The amount of risk upon individual lives may be limited, and the 
 rate of premiums adjusted by the board of directors. 
 
 Article 12. The directors may, in their discretion, require bonds, to their 
 satisfaction, of any officer or employee of the company. 
 
 Article 13. It shall be the duty of the president to call a special meeting of 
 stockholders, at request of stockholders representing one-fourth part of the 
 capital stock. 
 
 Article 14. These by-laws shall not be altered except by vote of stock- 
 holders. 
 
48 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 THE CONNECTICUT MUTUAL LIFE INSURANCE 
 COMPANY. 
 
 At a General Assembly of the State of Connecticut, hoi den at New 
 Haven, in said State, on the first Wednesday of May, in the year 
 of our Lord one thousand eight hundred and forty-six. Resolved 
 by this Assembly : 
 
 Sec. i. [Incorporators .] — That Edson Fessenden, Richard M. 
 Brown, E. O. Goodwin, E. B. Pratt. David S. Dodge, Guy R. Phelps, 
 Thompson J. Work, L. B. Goodman, Hoyt Freeman and James A. 
 Ayrarilt, and all others who may become members or associates with 
 them as hereinafter provided, and their successors for ever, be and 
 they hereby are created, ordained, constituted, and declared to be a 
 body corporate and politic, by the name of The Connecticut Mutual 
 Life Insurance Company, to be located in the city of Hartford, in 
 this State, and by that name they and their successors shall and may for- 
 ever hereafter be capable in law to sue and be sued, plead and be im- 
 pleaded, answer and be answered unto, defend and be defended in all 
 courts of record and in every other place or places whatsoever ; also to 
 devise, have, and use a common seal, and the same to break, change, 
 alter, and renew at pleasure ; also to ordain, establish, and put in exe- 
 cution all such by-laws, rules and regulations as shall be necessary and 
 convenient for the government of said corporation, and for the proper 
 management of the concerns thereof ; also to purchase, hold and convey 
 any estate, real or personal, for the use of said corporation ; provided, 
 the real estate so holden be only such as shall be necessary for the 
 purpose of erecting buildings thereon, in which to meet and transact 
 the business of said corporation, or such as shall have been bona tide 
 mortgaged to it by way of security, or conveyed in satisfaction of debts 
 contracted in the course of its business, or taken in execution on judg- 
 ments or decrees, which shall have been obtained for such debts or 
 for other cause. 
 
 Sec. 2. [Election of Directors .] — That Edson Fessenden, E. B. 
 Pratt and Guy R. Phelps, or either two of them, shall have power to 
 call the first meeting of said corporation, by giving notice of the time 
 and place of holding the same, in two newspapers published in Hart- 
 ford, at least fifteen days before the time of holding the same : which 
 said meeting shall be held at the city of Hartford : and shall be called 
 
CONNECTICUT MUTUAL LIFE. 
 
 49 
 
 within twelve months from the passage of this act, when said corpo- 
 ration shall elect by ballot twelve directors, who shall be members 
 thereof, a majority of whom shall be citizens and residents of this 
 State, and none of whom shall hold a like office or agency in any other 
 life insurance company, who shall manage the concerns of said com- 
 pany until others are elected ; and no member shall be eligible as a 
 director for more than four successive years, except the directors hold- 
 ing the offices of president and vice-president. 
 
 Sec. 3. [Vacancies in Board.] — The election of directors shall be 
 holden in Hartford, on the first Wednesday of January in each year, 
 at the office of the company, or such other place in the city of Hartford 
 as a majority of the directors may designate; public notice of which 
 shall be given by the secretary in one or more newspapers printed in 
 the city of Hartford, at least two weeks previous to the time of hold- 
 ing such election. And if any of said directors shall die, the remain- 
 ing directors shall have power to fill such vacancy or vacancies until 
 the next annual meeting. And in case an election of directors should 
 not be held on the day designated by this act, the corporation shall not 
 be dissolved for that cause, but such meeting may be held thereafter 
 on any day within one year, to be designated by the board of directors 
 for the time being, they giving two weeks’ previous notice, by publish- 
 ing the same in one or more newspapers printed in Hartford. 
 
 Sec. 4. [ Officers , How Chosen .] — That the directors shall have 
 
 power to choose a president, vice-president, secretary, and such other 
 officers and servants as they may deem necessary for the prosecution of 
 their business. The president and vice-president shall hold their re- 
 spective offices for the term of one year, and until others are chosen in 
 their stead, but may always be re-elected or chosen ; and the other 
 officers and servants of said corporation may be changed by the board 
 of directors at their pleasure. And said directors shall at all times 
 superintend and manage the funds, property, and effects of said corpo- 
 ration ; five of whom shall constitute a quorum for the transaction of 
 business. 
 
 Sec. 5. [Policyholders, Members.] — That all and every person or 
 persons who shall at any time hereafter become insured in or with said 
 company, shall be deemed and taken as members of said corporation, 
 for and during the time specified in his or their respective policies, and 
 no longer, and shall at all times be concluded and bound bv the pro- 
 visions of this act. 
 
 ■ Sec:. 6. [May insure Lives and grant Annuities.] — That it shall be 
 lawful for the members of said company to cause their respective lives 
 to be insured therein, and to grant policies upon all and any insurance 
 
50 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 appertaining to or connected with life risks, annuities and premiums of 
 whatever kind or nature. 
 
 Sec. 7. [May loan Money.] — That it shall be lawful for said cor- 
 poration to loan their funds and moneys, or any part thereof, upon 
 bond and mortgage of unincumbered real estate (but the same at the 
 time shall be worth at least double the amount loaned thereon), and 
 upon State stocks and bank stocks (such stocks to be worth twenty- 
 five per cent above the amount loaned thereon at the time,) and may 
 call in and reinvest the same at pleasure, under the provisions of this 
 section. 
 
 Sec. 8. [Married Women may insure their Husbands.] — That 
 policies may issue to any married woman in her name or in the name 
 of a third person as trustee, to cause to be insured for her sole use the 
 life of her husband for any given period, or for the term of his natural 
 life ; and in case of her surviving her husband, the sum or net amount 
 of the insurance shall be payable to her and for her own sole use and 
 benefit, free from any claims of either or any of the creditors or repre- 
 sentatives of her husband, and in case of the death of the wife before 
 the decease of her husband, the amount of the insurance may be made 
 payable after her death to her child or children, for his or their benefit, 
 and to his. her, or their guardian or guardians, if under age. Provided. 
 that this section shall not apply to insurance when the annual premium 
 on the policy shall exceed the sum of one hundred dollars, unless paid 
 from the private property of the wife. 
 
 Sec.. 9. [Notes for Premiums.] — That the corporation may take the 
 promissory notes or other obligations of the insured in part or for the 
 whole of the premium of insurance at the discretion of said company. 
 
 Sec. 10. [Power to assess for Losses.] — That all policies of in- 
 surance which shall be made by this company, in pursuance of this act, 
 may be made on such terms and conditions and for such periods of time 
 and confined to such persons as shall be from time to time ordered by 
 the by-laws of said corporation. And if at any time there shall be a 
 just claim on this company for losses sustained, to a greater amount 
 than they have funds on hand to discharge, in such case the directors 
 for the time being shall immediately assess such deficiency in a ratable 
 proportion, on all persons or their representatives, who are indebted by 
 note or other obligations to this company, given in advance according 
 to the amount of each note or obligation; (provided that such assess- 
 ment shall not exceed the amount of the aforesaid notes or other obli- 
 gations respectively) ; of which assessment written notice shall be 
 given by said company to each person so assessed as aforesaid, said 
 notice stating the amount required to be paid by the person so assessed 
 
CONNECTICUT MUTUAL LIFE. 
 
 5 1 
 
 and notified. And each and every person or his or her legal repre- 
 sentatives so notified, ' shall pay the same to the company within sixty 
 days after said notification, and in default thereof shall forfeit all right 
 and claims to any policy that he or she may have obtained, be no longer 
 a member of said corporation, and shall be liable to the amount of such 
 assessment and for all future assessments, with lawful interest till paid, 
 to be recovered by action with costs, before any court of competent 
 jurisdiction. And said company may at any time collect the whole or 
 any part of the debts due them according to the terms of such contract. 
 
 Sec. ii. [Policies binding on Company.] — That all policies issued 
 by said corporation shall be with or without the seal thereof, and on 
 being signed by the president, or vice-president, and countersigned by 
 the secretary, shall be obligatory and binding upon said corporation, 
 according to the tenor and true intent of said policies. 
 
 Sec. 12. [Members competent Witnesses.] — That all suits at law 
 or in equity may be prosecuted and maintained by any member against 
 said corporation, and every member thereof, not being in his individual 
 capacity a party to said suit, shall be competent as a witness therein, in 
 like manner, in any suit, in law or in equity, prosecuted and maintained 
 by said company as plaintiff or complainant against any member of said 
 company. 
 
 Sec. 13. [May accept Premium Notes.] — That the company may 
 receive notes or other securities for premiums in advance from persons 
 intending to receive its policies, for which such persons may be 
 allowed a sum not exceeding six per cent per annum. And said com- 
 pany may negotiate the same for the purpose of paying claims only. 
 This section to be in operation for the term of two years only from 
 the time of the commencement of business by the company. 
 
 Sec. 14. [Profit Certificates may be issued.] — On the first Wednes- 
 day of January after the organization of said company, or within one 
 month thereof, and in like manner and at like time in each succeeding 
 year, the said company shall cause an estimate to be made of the profits 
 and true state of their affairs for the preceding year, which estimate 
 shall be conclusive and binding upon all persons entitled to receive 
 certificates as hereinafter provided, and shall thereupon cause a balance 
 to be struck of the affairs of said company, in which they shall charge 
 each member with a proportionate share of the losses and expenses 
 according to the original amount of premiums paid by him or her (but 
 in no case shall such share exceed the amount of such premium), and 
 such member shall be credited with his or her proportionate share of 
 the amount of the premiums earned, after deducting the losses and 
 expenses, and of the profits of said company derived from investment, 
 
52 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 which share of profits so derived shall be credited to each member for 
 his or her proportionate share of the premiums earned, and he or she 
 shall be entitled to a certificate on the books of the company ; such 
 certificate to contain a proviso that the amount named therein is liable at 
 any future time for any future losses of the said company. No certificate, 
 however, shall be issued for any sum less than one dollar or for any 
 fractional part or parts of dollars, but all such fractional parts shall be 
 placed to the contingent account of the company and applied to the 
 expenses and other charges of the then current year. No interest shall 
 accrue or be allowed on such certificates. 
 
 Sec. 15. [Annual Statement of its Business.] — The said company 
 shall annually cause to be made a general balance sheet or statement of 
 their affairs, which shall contain the amount of premiums received 
 during the year, the amount of losses sustained during the year, the 
 balance remaining with the company, and the kind and condition of 
 the security on which the same is invested, and also the amount of 
 cash on hand, a copy of which shall be delivered to each member on 
 demand. 
 
 Sec. 16. [Redemption of Certificates.] — Whenever the net profits 
 of said company shall exceed in amount the sum of two hundred thou- 
 sand dollars, the excess may be applied from year to year toward the 
 redemption of each year’s certificates in the order of their dates and 
 according to their respective priorities, and all certificates issued are 
 liable to be called in or reduced in amount pro rata , in consequence of 
 subsequent losses sustained by the company beyond their profits. 
 
 Sec. 17. [Indebtedness to be deducted from Certificates.] — That in 
 case any person entitled to a certificate of profits shall be indebted to 
 said company, they may withhold the certificate and deduct such in- 
 debtedness therefrom, or cancel the same according to the amount of 
 said indebtedness ; but no person entitled to a certificate shall be per- 
 sonally answerable by reason thereof, or of anything contained therein, 
 except for the payment of premiums or other notes, or obligations 
 given in advance for premiums. 
 
 Sec. 18. [Certificates payable with Policy.] — If a loss accrues 
 under any policy, the certificates of profits issued under the same shall 
 become payable at the same time with such policy, if such policy expires 
 by lapse of time without loss, then the certificates issued under the same 
 shall remain outstanding, and liable to assessments and entitled to pay- 
 ment according to the provisions of this resolution. 
 
 Sec. 19. [Inspection of Books.] — That every member of said com- 
 pany shall at all times have the liberty to inspect the books and records 
 of said company, and in case of any suit against or in favor of said 
 
CONNECTICUT MUTUAL LIFE. 
 
 S3 
 
 company, any court of record shall have power to compel by any proper 
 order the production of the books and records of said company. 
 
 Sec. 20. [Annual Report to General Assembly.] — It shall be the 
 duty of said company to make an annual report, containing a full, 
 true and accurate statement of its condition and affairs to the General 
 Assembly of this State. 
 
 Sec. 21. [Not entitled to Banking Privileges.]— Said company 
 shall not be entitled to banking privileges, nor shall anything contained 
 in this act be construed to grant such privileges. 
 
 Sec. 22. [This Act may be amended.] — This act shall be subject to 
 alteration, amendment, or repeal at the will of the Legislature. 
 
 Providing for Special Meetings of Members. 
 
 At a General Assembly of the State of Connecticut, holden at New 
 Haven, in said State, on the first Wednesday of May, in the year 
 of our Lord one thousand eight hundred and forty-eight. Upon 
 the petition of the Connecticut Mutual Life Insurance Company, 
 praying for certain alterations in the charter of said company, as 
 per memorial on file : 
 
 Resolved by this Assembly: Sec. i. — That the charter of the Con- 
 
 necticut Mutual Life Insurance Company be so amended as that the 
 president of said company, when authorized by a vote of the directors, 
 shall have power to call a meeting of the members of said company at 
 any time, giving the same notice of the time and place of holding said 
 meeting as is now required previous to the holding of the annual 
 meeting. 
 
 Sec. 2. That whenever a vacancy shall occur in the board of direc- 
 tors, by resignation or otherwise, the same may be filled by the direc- 
 tors, until the next annual meeting. 
 
 Sec. 3. That the annual meeting of said company shall be held on 
 the third Wednesday of February of each year, instead of the first 
 Wednesday of January. 
 
 Sec. 4. That the proviso of the eighth section of the charter of 
 said company be so amended as that said section shall not apply to 
 insurance when the annual premium shall exceed the sum of one hun- 
 dred and fifty dollars, unless paid from the private property of the 
 wife, instead of the sum of one hundred dollars, as is now provided. 
 
 This resolve may be altered, amended, or repealed, at the pleasure 
 of the General Assembly. 
 
54 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Fixing Time of Annual Meeting. 
 
 At a General Assembly of the State of Connecticut, holden at New 
 Haven, in said State, on the first Wednesday of May, in the year 
 of our Lord one thousand eight hundred and fifty-two. 
 
 Resolved by this Assembly: That the time for holding the annual 
 meetings of the members of the Connecticut Mutual Life Insurance 
 Company be, and is hereby, changed from the third Wednesday of Feb- 
 ruary to the fourth Wednesday of March, in each year. 
 
 Additional Powers and Privileges Granted. 
 
 At a General Assembly of the State of Connecticut, holden at New 
 Haven, in said State, on the first Wednesday of May, in the year 
 of our Lord one thousand eight hundred and fifty-six. Upon the 
 petition of the Connecticut Mutual Life Insurance Company, 
 praying for certain alterations and amendments of the charter of 
 said company, as per memorial on file : 
 
 Resolved by this Assembly : Sec. i . — That the charter of the Con- 
 
 necticut Mutual Life Insurance Company be, and is hereby, so altered 
 and amended, as that policies of insurance may be issued by said com- 
 pany, either for the whole continuance of life or for a definite term of 
 years, stipulated to be without participation in the profits or earned 
 premiums of said company, and upon such terms and conditions as 
 shall be ordained by the directors, and no person by reason of such an 
 insurance shall be deemed a member of said company or thereby be 
 entitled to any of the benefits and privileges conferred by the act of 
 incorporation of said company, as a mutual company, to the members 
 thereof, and the fifth and fourteenth sections of the charter of said com- 
 pany are hereby so construed and amended as to accord with this 
 resolution. 
 
 Sec. 2. That section fourteen of said charter be further amended as 
 that dividends or earned premiums may be credited to the members of 
 the company, at the discretion of the directors, and that such dividend 
 credits or certificates may be made due and payable at such times and 
 in such manner as the directors, by their votes, shall determine, and 
 nothing in said section shall require a dividend to be credited to a 
 member, until he or she shall have been insured for the period of one 
 year, and have paid two premiums to said company. 
 
 Sec. 3. If a loss occurs under any policy upon which but one pre- 
 mium has been paid, the certificates of earned premium or dividend 
 credit to said policy, shall not be due and payable with said policy, 
 but said dividend credit to the insured by said policy shall be deemed 
 
CONNECTICUT MUTUAL LIFE. 
 
 55 
 
 and treated as invalid and canceled, and section eighteen of the charter 
 of said company is so altered and amended as to conform to this 
 resolve. 
 
 Sec. 4. That every male adult member of said company, who is a 
 citizen of this State, shall be eligible to the office of director of said 
 company, and no restriction shall exist to the eligibility of a member to 
 be chosen a director for any number of successive years, so long as 
 he remains a member of said company, and second section of the act of 
 incorporation of said company is so amended as to conform herewith. 
 This resolve may be altered, amended, or repealed at the pleasure of 
 the General Assembly. 
 
 Relative to Holding Real Estate. 
 
 General Assembly, January session, A. D. 1881. 
 
 Whereas, It is the duty of the Connecticut Mutual Life Insurance 
 Company, in obedience to the laws of the State, to reserve a fund for 
 the payment of its obligations, assuming its rate of mortality shown by 
 the actuaries’ table, and four per cent compound interest upon invest- 
 ments, and to return at stated period to policyholders a proper pro- 
 portion of its surplus above liabilities, and as by its charter and the 
 general laws of the State it is authorized to make certain investments 
 of its funds and assets ; now, therefore, 
 
 Resolved by this Assembly : That it is the business of said company 
 
 to invest said funds as allowed by law, and to hold all real estate, 
 wherever situate, which shall have been, or shall hereafter be, ob- 
 tained in compliance with the provisions of the first section of the 
 charter of said company ; and all such investments in and acquisitions 
 of real estate are declared to be necessary, suitable, and proper for 
 carrying forward the chartered purposes of said corporation. 
 
 Approved March 1, 1881. 
 
 May Invest in Real Estate in Other States. 
 
 General Assembly, January session, A. D. 1887. 
 
 Resolved by this Assembly : That the Connecticut Mutual Life 
 
 Insurance Company shall have the power to invest, in addition to the 
 powers of investment in real estate granted in their charter and amend- 
 ments, a sum not exceeding five per centum of their assets in produc- 
 tive real estate outside of this State. 
 
 Approved April 7, 1887. 
 
56 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Annual Meeting to be Held in February. 
 
 General Assembly, January session, A. D. 1893. 
 
 Resolved by this Assembly: Sec. i. That the time for holding 
 
 the annual meeting of the Connecticut Mutual Life Insurance Com- 
 pany is hereby changed from the fourth Wednesday in March to the 
 fourth Wednesday in February in each year. 
 
 Sec. 2. This amendment may be accepted by the board of directors. 
 
 Approved January 26, 1893. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 1. All officers of this corporation shall be chosen by ballot. 
 
 2. Any member of this corporation may delegate his right of voting, by proxy, 
 which shall be good for one annual meeting only, which proxy shall be filed with 
 the secretary. 
 
 3. *The directors shall not take more than $5000 risk on any single life. 
 
 5. The directors shall appoint a finance committee of three, who shall, 
 subject to the provisions of law, and the general supervision of the directors, 
 invest the funds of the company, and keep them safely invested. They may 
 collect the securities and dispose of the property of the company, and reinvest the 
 proceeds or appropriate the same in payment of charges against the company, or 
 otherwise dispose of the same as the interests of the company shall require, 
 subject to the control of the directors; but they shall in no event make a loan 
 to themselves. They shall examine and adjust all charges and claims aganist the 
 company. 
 
 8. All checks, drafts and orders, above $100, shall be signed by the secretary 
 and countersigned by the president. 
 
 The maximum risk is now $50,000 on a single life. 
 
CONSERVATIVE LIFE. 
 
 57 - 
 
 CONSERVATIVE LIFE INSURANCE COMPANY. 
 
 Articles of Incorporation. 
 
 Know all men by these presents : 
 
 That we, the undersigned, a majority of whom are citizens and resi- 
 dents of the State of California, have this day voluntarily associated 
 ourselves together for the purpose of forming a corporation under the 
 laws of the State of California, and we hereby certify : 
 
 First: That the name of said corporation shall be “Conservative 
 
 Life Insurance Company/’ 
 
 Second : That the purposes for which it is formed are : 
 
 i; For the transaction of business in life insurance. 
 
 2. To issue all such forms of life, health, accident and industrial 
 insurance as may be lawful. 
 
 3. To grant, purchase and dispose of annuities. 
 
 4. To issue such policies with or without dividends to policy- 
 holders, as the law will allow. 
 
 Third : That the place where the principal business of said corpora- 
 
 tion is to be transacted is the city of Los Angeles, in the county of 
 Los Angeles, in the State of California. 
 
 Fourth : That the term for which said corporation is to exist is 
 
 fifty (50) years from and after the date of its incorporation. 
 
 Fifth : That the number of directors of said corporation shall be 
 
 seven (7), and that the names and residences of the directors who are 
 appointed for the first year and to serve until the election and qualifi- 
 cation of such officers are as follows, to wit : 
 
 David W. Edwards, residing at Los Angeles, Cal. 
 
 Frederick H. Rindge, residing at Santa Monica, Cal. 
 
 Milo Baker, residing at Los Angeles, Cal. 
 
 John R. Haynes, residing at Los Angeles, Cal. 
 
 Henry G. Brainerd, residing at Los Angeles, Cal. 
 
 A. M. Hough, residing at Los Angeles, Cal. 
 
 Wilbur S. Tupper, residing at Los Angeles, Cal. 
 
 Sixth : That the amount of the capital stock of said corporation is 
 
 two hundred thousand dollars, and the number of shares into which it 
 is divided is two thousand, of the par value of one hundred dollars each. 
 
 Seventh : That the amount of said capital stock, which has been 
 
 actually subscribed is two hundred thousand dollars, and the following 
 
CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 58 
 
 are the names of the persons by whom the same has been subscribed, 
 and the amount subscribed by each of them, to wit : 
 
 Names of Subscribers. 
 
 David W. Edwards 
 
 300 
 
 $30,000 
 
 Frederick H. Rindge 
 
 . . . . 100 
 
 10,000 
 
 R. W. Kenny 
 
 .... 10 
 
 1,000 
 
 Warren Gillelen 
 
 .... 10 
 
 1,000 
 
 Milo Baker 
 
 .... 200 
 
 20,000 
 
 Wilbur S. Tupper 
 
 .... 200 
 
 20,000 
 
 Thomas B. Inch 
 
 150 
 
 15,000 
 
 H. G. Brainerd 
 
 51 
 
 5Too 
 
 George I. Cochran 
 
 150 
 
 15,000 
 
 Tohn R. Haynes 
 
 150 
 
 15,000 
 
 Lee A. Phillips 
 
 . . . . 10 
 
 1,000 
 
 W. J. Williams 
 
 . . . . 10 
 
 1,000 
 
 W. W. Beckett 
 
 . . . . 100 
 
 10,000 
 
 Alfred W. Morgan 
 
 50 
 
 5,000 
 
 A. M. Hough 
 
 . . . . 100 
 
 10,000 
 
 E. B. Mapel 
 
 25 
 
 2,500 
 
 J. M. Talerday 
 
 ■ • • • ' 34 
 
 3400 
 
 A. M. F. McCollough 
 
 ... 100 
 
 10,000 
 
 R. B. Williamson 
 
 50 
 
 5,0°° 
 
 George Sinsabaugh . . . 
 
 30 
 
 3,000 
 
 Gail B. Johnson 
 
 .... 20 
 
 2,000 
 
 W. F. Botsford 
 
 50 
 
 5,000 
 
 Arthur Letts 
 
 . . . . 10 
 
 1,000 
 
 E. P. Clark 
 
 . . . . 10 
 
 1,000 
 
 H. V. Carter 
 
 30 
 
 3, ooo 
 
 George W. Walker 
 
 . . . . 20 
 
 2,000 
 
 Charles H. Howland 
 
 30 
 
 3,000 
 
 
 2,000 
 
 $200,000 
 
 In witness whereof, we have hereunto set our hands and seals this 
 14th day of May, 1900. David W. Edwards, Frederick H. Rindge, R. 
 W. Kenny, Warren Gillelen, Milo Baker, Wilbur S. Tupper, Thos. B. 
 Inch, H. G. Brainerd, Geo. I. Cochran, John R. Haynes, Lee A. Phil- 
 lips, W. J. Williams, W. W. Beckett, Alfred W. Morgan, A. M. Hough, 
 E. B. Mapel, J. M. Talerday, A. M. F. McCollough, R. B. Williamson, 
 George Sinsabaugh, Gail B. Johnson, W. F. Botsford, Arthur Letts, 
 E. P. Clark, H. V. Carter, Geo. W. Walker, Chas. H. Howland, 
 
 [Seal.] 
 
CONSERVATIVE LIFE. 
 
 59 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 The name of the corporation shall be the Conservative Life Insurance Company. 
 
 Article i. Corporate Powers. — The corporate powers of this corporation shall 
 T be vested in a board of seven (7) directors, who shall be stockholders holding 
 one or more shares of stock in their own names on the books of the corporation, 
 and four shall constitute a quorum for the transaction of business. 
 
 Article 2. Election of Directors. — The directors shall be elected by ballot at 
 the annual meeting of the stockholders, to serve for one year and until their 
 successors are elected. Their term of office shall begin immediately after election. 
 
 Article 3. Vacancies. — Vacancies in the board of directors shall be filled by 
 the other directors in office, and such persons shall hold office until the first 
 meeting of the stockholders thereafter. 
 
 Article 4. Powers of Directors. — The directors shall have the power : 
 
 1st. To call special meetings of the stockholders when they deem it necessary. 
 And they shall call a meeting at any time upon the written request of stock- 
 holders holding one-half of all the capital stock. 
 
 2d. To appoint and remove at pleasure, all officers, agents and employees of 
 the corporation, prescribe the duties, fix their compensation (except as herein- 
 after specified), and require from them such security for faithful service as said 
 board may direct. 
 
 3d. To conduct, manage and control the affairs and business of the corporation, 
 and to make rules and regulations not inconsistent with the laws of the State 
 of California, or the by-laws of the corporation, for the guidance of the officers 
 .and management of the affairs of the corporation. 
 
 Article 5. Duties of Directors. — It shall be the duty of the directors : 
 
 1st. To cause to be kept a complete record of all their minutes and acts, of the 
 proceedings of the stockholders and present a full statement at the regular 
 annual meeting of the stockholders, showing, in detail, the assets and liabilities 
 ■of the corporation, and generally, the condition of its affairs. A similar state- 
 ment shall be presented at any other meeting of the stockholders when thereto 
 requested by persons holding at least one-half of the capital stock of the cor- 
 poration. 
 
 2d. To declare dividends out of the surplus profits, when such profits, in the 
 opinion of the directors, shall warrant the same. 
 
 3d. To hold regular meetings of the board, at the office of the company, in 
 the city of Los Angeles, on the third Tuesday of each month, 10 A. M., and to 
 ■change the dates of such meetings from time to time only by vote of two-thirds 
 of the board of directors. 
 
 4th. To supervise all officers and employees and agents, and see that their 
 duties are properly performed. To cause to be issued to the stockholders in 
 proportion to their several interests, certificates of stock not to exceed in the 
 aggregate $200,000. 
 
 Article 6 . Officers. — The officers shall be a president, first vice-president, 
 second vice-president and third vice-president, secretary and treasurer, which 
 officers shall be elected by and hold office at the pleasure of the board of direc- 
 tors. The compensation and tenure of the office of all the officers of the 
 corporation (other than directors) shall be fixed and determined by a majority 
 vote of the entire board of directors at any regular meeting of the board of 
 directors, and not otherwise. And the president, first vice-president and 
 second vice-president shall be chosen from among the members of the board 
 
6o 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 of directors at its first regular meeting. The president shall, with the advice 
 and consent of the board, appoint a general counsel to hold office at the pleasure 
 of the board of directors, and said counsel shall with the consent of said board 
 appoint such associate counsel or assistant counsel as the board may deem, 
 necessary. There shall be a superintendent of agencies and such other officers, 
 managers, agents and employees as may be necessary ; and the same shall be 
 appointed by the president with the advice and consent of the board. 
 
 Article 7. 4th. The president, or two of the directors, may call special 
 meetings of the directors at any time, and notice shall be given of such called 
 meetings by leaving a written or printed notice at the last known place of 
 business or of residence of each director. Such service of notice shall be en- 
 tered upon the minutes of the corporation; and the said minutes, upon being 
 read and approved at a subsequent meeting of the board, shall be conclusive 
 upon the question of service. 
 
 Article ii. Executive Committee. — There shall be an executive committee 
 composed of the president, first vice-president and second vice-president of 
 the company. This committee shall perform such duties as may be referred 
 to it by the board of directors, or which may not otherwise be provided for. 
 
 No policy of insurance and no contract for annuities shall be issued by the 
 company except with the approval of one of the medical directors or the acting 
 medical director, and with the approval of the executive committee. No claim 
 under any insurance or annuity contract issued shall be paid except upon the 
 approval of the executive committee, and in case of doubt, the same shall be 
 referred to the board of directors. 
 
 Article 12. The funds of the company available for investment shall be 
 invested strictly in accordance with the provisions of the laws of the State of 
 California, and no investment shall be made except with the written approval of 
 the investment committee of the board of directors, and all necessary legal 
 services in connection with any investment shall be performed by the counsel 
 of the company. 
 
 The investment committee shall be a standing committee of the board of 
 directors and shall be composed of three members. 
 
 Article 14. Certificates of Stock. — Certificates of stock shall be of such form 
 and device as the board of directors may direct, and each certificate shall be 
 signed by the president and countersigned by the secretary, and express on its 
 face its number, date of issuance, the number of shares for which, and the 
 person to whom it is issued. 
 
 This certificate book shall contain a margin on which shall be entered the 
 number, date, number of shares and the name of the person expressed in the 
 corresponding certificate. 
 
 Article 15. Transfer of Stock. — Shares of the corporation may be trans- 
 ferred at any time by the holders thereof, or by attorney legally constituted, or 
 by their legal representatives by indorsement on the certificate of stock. But no 
 transfer shall be valid until the surrender of the certificate, and the acknowledge- 
 ment of such transfer on the books of the company. 
 
 No surrendered certificate shall be canceled by the secretary before a new one 
 is issued in lieu thereof, and the secretary shall preserve the certificate so can- 
 celed as a voucher. If, however, a certificate shall be lost or destroyed, the board 
 of directors may order a new certificate issued upon such guarantee by the 
 parties claiming the same as they may deem satisfactory. 
 
CONSERVATIVE LIFE. 
 
 61 
 
 Article 16. Meetings. — The annual meeting of the stockholders may be held 
 in the city of Los Angeles on the first Tuesday in February in each year, and 
 shall be called by notice printed in one or more newspapers published in the 
 city of Los Angeles, County of Los Angeles, as the directors may direct, for al 
 least ten days last preceding the day of meeting, or by notice in writing by the 
 president, delivered to each stockholder personally. 
 
 No meeting of stockholders shall be competent to transact business unless a 
 majority of stock is represented, except to adjourn from day to day until such 
 time as may be deemed proper. 
 
 At each annual meeting of the stockholders, directors for the ensuing year shall 
 be elected by ballot, to serve for one year and until their successors are elected. 
 But no stockholder shall be eligible for the office of director unless he shall be 
 first nominated by a shareholder in writing, and such nomination filed with the 
 secretary of the company thirty (30) days prior to said annual meeting. If, 
 however, for want of a quorum or other cause, a stockholders’ meeting shall not 
 be held on the day above mentioned, or should the stockholders fail to complete 
 their election, or other such business as may be presented for their consideration, 
 those present may adjourn from day to day until the same shall be accomplished. 
 
 Article 17. Voting. — At all corporate meetings each stockholder, either in 
 person or by proxy, shall be entitled to as many votes as he owns shares of 
 stock. Such proxy shall be in writing and filed with the secretary. 
 
 Article 20. Amendments. — The by-laws may be altered or amended at any 
 meeting of the stockholders by a vote representing two-thirds of the subscribed 
 stock, that is, by the assent of the holders of two-thirds of the entire capital 
 stock, and not otherwise. 
 
 I hereby certify that I am the secretary of the Conservative Life Insurance 
 Company, and that the foregoing constitute the by-laws of the said Conservative 
 Life Insurance Company as they are constituted at this date. 
 
 In witness whereof I have hereunto set my hand and the corporate seal of the 
 company, this 21st day of November, 1903. 
 
 A. W. MORGAN, 
 
 Secretarv. 
 
 [Seal] 
 
62 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 DES MOINES LIFE INSURANCE COMPANY. 
 
 Amended and Substituted Articles of Incorporation. 
 
 Article i. The name of this corporation is changed to and shall 
 be the “Des Moines Life Insurance Company,” by which name it shall 
 have and retain all its property, rights and privileges which it pos- 
 sessed prior to the adoption of these amended and substituted articles 
 of incorporation. It is organized and shall conduct business under the 
 provisions of chapters one (i), six (6) and eight (8) of the Code of' 
 Iowa of 1897, as a mu tual life insurance company on the level pre- 
 mium plan. 
 
 Article 2. The principal place of business of this corporation shall 
 be Des Moines, Iowa. 
 
 Article 3. The business of this company shall be insurance upon 
 the mutual plan on lives of individuals, and all and every insurance 
 pertaining to life and issuing policies or contracts for the payment of 
 endowments or annuities to the persons named therein as beneficiaries, 
 and to do all and any business usually done or permitted to be done by 
 life insurance companies. 
 
 This corporation shall possess and enjoy all powers, privileges and 
 franchises granted to companies by the provisions of the Code of Iowa, 
 under which it is incorporated, and all powers, privileges and fran- 
 chises granted by existing laws of Iowa to corporations conducting the 
 insurance business on the level premium plan, or which may be here- 
 after granted by the laws of Iowa. 
 
 Article 4. The time of the commencement of this corporation was 
 the first day of August, 1885, at which time its original articles of in- 
 corporation were recorded, and it shall endure for fifty (50) years from 
 said date, with the right of renewal as provided by law. 
 
 Article 5. The private property of the members, officers, direc- 
 tors and managers of this corporation shall be exempt from all corpo- 
 rate debts. 
 
 Article 6. This corporation shall have a common seal bearing the 
 imprint “Des Moines Life Insurance Company.” 
 
 Article 7. The highest amount of indebtedness to which this cor- 
 poration shall subject itself at any time exclusive of its insurance lia- 
 bility upon its policies and insurance contracts, shall not exceed ten 
 thousand dollars ($10,000) nor shall such indebtedness exceed its cur- 
 rent income. 
 
DES MOINES LIFE. 
 
 63 
 
 Article 8. All the corporate powers of this corporation shall be 
 exercised, and its business and affairs managed, conducted and con- 
 trolled by a board of directors. 
 
 Said board shall be bound to carry out the wishes of the members of 
 this corporation as expressed by annual or special meeting. Said board 
 of directors shall consist of twelve (12) persons, each of whom shall 
 be a citizen of the State of Iowa and a resident of said State for more 
 than one year prior to his election, a majority of whom shall consti- 
 tute a quorum for the transaction of business. 
 
 The board of directors shall have power to permit a member in good 
 standing, whose policy has been issued prior to this date, to apply his 
 personal unused contribution in the reserve fund, to supplying premium 
 or reserve upon any policy bearing a higher rate of premium, which 
 may be taken by such member in exchange for his existing policy upon 
 surrender of the same. 
 
 The following named persons having been duly elected, shall consti- 
 tute the board of directors of this corporation for the terms herein- 
 after designated, respectively, and until their successors are duly elected 
 and qualified, viz.: Charles W. Eaton, O. P. Wright, T. M. Langan 
 and Geo. R. Sanderson until the annual meeting in 1901 ; William 
 Foster, L. C. Rawson, D. R. Hubbard and E. G. Pratt until the annual 
 meeting in 1902, and C. E. Rawson, L. S. Coffin, A. E. Shipley and F. 
 E. Watkins, until the annual meeting in 1903. Each director hereafter 
 elected shall hold office for three (3) years. The board of directors 
 shall fill all vacancies in their number, or in the officers of this corpo- 
 ration until the next annual meeting, by election. 
 
 The board of directors shall have power to enact such by-laws, rules 
 and regulations for the transaction of the business of this corporation 
 and the management of its affairs not inconsistent with these articles of 
 incorporation or the laws of the State, as may be deemed by them ex- 
 pedient, and to amend and repeal such by-laws, rules and regulations. 
 
 Article 9. The annual meeting of the members of this corpora- 
 tion for the transaction of business and election of directors to fill the 
 places of outgoing directors, shall be held at the home office of this cor- 
 poration in the city of Des Moines, Iowa, on the third Tuesday of Jan- 
 uary in each year, beginning at ten o’clock in the forenoon. At’every 
 annual meeting and election, and at every special meeting of the mem- 
 bers, each member of this corporation shall be entitled to one vote in 
 person or by proxy, for each one thousand dollars of insurance in force 
 on his life. 
 
 Article 10. After each annual election, the board of directors shall 
 elect a president, vice-president, secretary, treasurer, general manager. 
 
64 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 medical director and counsel, and such other officers as they shall deem 
 proper, who shall hold their offices for one year and until their succes- 
 sors are duly elected and qualified, or until such officers are removed by 
 the board of directors for cause. 
 
 Article ii. The present officers of this corporation shall hold their 
 offices until their successors are duly elected and qualified. 
 
 Article 12. This corporation shall have no capital stock, but shall 
 be purely mutual. 
 
 Article 13. Every person to whom a policy of insurance is issued 
 by this corporation, becomes a member thereof, and entitled to all the 
 benefits and advantages to be derived from such membership during 
 the time specified in said policy and as therein stated. 
 
 Article 14. These articles of incorporation may be altered or 
 amended at any annual meeting of the members of this corporation, or 
 special meeting called for that purpose, and thereafter all members of 
 this corporation shall be governed and bound thereby. If it shall be 
 proposed to amend these articles of incorporation at a special meeting, 
 notice of such special meeting and a copy of the proposed amendments 
 shall be mailed to each member at his last known postoffice address as 
 shown by the books of this corporation, not less than thirty (30) days 
 before the date for which such special meeting is called. 
 
 Article 15. Nothing contained in these articles of incorporation 
 shall be so construed as in any manner interfering with, affecting, 
 changing, modifying, releasing, or discharging any policies of insur- 
 ance, or liabilities of this corporation to its members and their bene- 
 ficiaries, or any obligation or liability of any of said members to this 
 corporation. 
 
 In testimony whereof we, C. E. Rawson, the president, and L. C. 
 Rawson, the secretary, of the Des Moines Life Insurance Company, 
 have hereunto set our hands the 16th day of January, A. D. 1900. 
 
 C. E. RAWSON, 
 President, 
 
 L. C. RAWSON, 
 
 Secretary of the Des Moines Life Insurance Company. 
 
 BY-LAWS. 
 
 Article 2. Executive Committee. — The executive committee shall consist 
 of the president, who shall be ex-officio chairman of the said committee, and 
 four other persons whom he shall name. The duties of the executive commit- 
 tee shall be the passing upon all questions and the doing of all acts for the 
 purposes of carrying out the objects of this corporation, not otherwise ex- 
 clusively devolving upon the board of directors. It shall also act as a loan 
 committee, a majority of whom, when organized as a loan committee, shall 
 
DES MOINES LIFE. 
 
 65 
 
 constitute a quorum, and it shall be the duty of said executive committee to 
 pass upon all loans or investments, and shall keep a record of its meetings and 
 of the loans or investments submitted and the vote thereon. 
 
 Article 3. Sec. i. No policy of insurance shall be issued until there has 
 been filed in the home office a written application therefor, signed by the person 
 making the application, together with a medical examination made by a repu- 
 table physician, upon such forms as may be provided by the company, cer- 
 tifying that the person to be insured is in sound health. 
 
 Article 4. Sec. i. Meeting of Directors. — The regular quarterly meeting 
 of the board of directors shall be held on the first Monday of February, May, 
 August and November, for the transaction of business. Special meetings of the 
 board may be called by the president on two days notice in writing to each 
 member of the board, directed to him at his postoffice address as shown by the 
 books of the company. 
 
 Sec. 2. The board shall adopt such plans of insurance, forms of policies, 
 tables of rates and regulations upon the subject of insurance as it may deem 
 proper. 
 
 Article 5. Sec. i. Meeting of Members. — At all meetings of the members 
 of this company, each member in good standing shall be entitled to one vote 
 to be given in person or by written proxy, which must name as proxy a member 
 of this company. But no proxy vote will be permitted unless the proxy has 
 been on file with the secretary of the company at least thirty days before the 
 meeting at which it is offered. At all meetings of the members of the com- 
 pany, the members present shall constitute a quorum for the transaction of 
 business. 
 
 Article 6. Sec. i. Investments. — All funds of the company which may be 
 invested shall stand in the name of the Des Moines Life Insurance Company 
 in such investments as are permitted by the laws of the State of Iowa, and no 
 investment shall be taken in the name of any individual as an officer of the 
 company. 
 
 Sec. 2. No investment contemplated by section 1 of this article shall be 
 made until first submitted to the executive committee, acting as a loan com- 
 mittee, and approved. 
 
 Article 7. Amendment to By-Laws. — These by-laws may be altered or 
 amended at any regular meeting of the board of directors, or at a special meet- 
 ing called for that purpose. If it shall be proposed to amend these by-laws 
 at a special meeting, notice of such special meeting and a copy of the proposed 
 amendments shall be mailed to each director at his postoffice address as shown 
 by the books of the company, not less than seven days before the date for 
 which such special meeting is called. 
 
 Article 8. Compromise and Settlement of Policies. — The company shall 
 have the power to settle and compromise any claim against the company, held 
 by any member or beneficiary, and to purchase at less than its face value any 
 outstanding policy of the company whenever for reasons acceptable to the board 
 of directors or executive committee such course shall be deemed proper. 
 
66 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 EQUITABLE LIFE INSURANCE COMPANY OF IOWA. 
 
 Article i. The name of the company shall be “Equitable Life In- 
 surance Company of Iowa and the principal office for the transaction 
 of its business shall be in the city of Des Moines, Iowa. 
 
 Article 2. The general nature of the business of the company shall 
 be insuring lives, granting, purchasing and disposing of annuities and 
 receiving and executing trusts. It shall have all the powers conferred 
 by the laws of the State of Iowa upon corporations organized for the 
 purpose of insuring the lives of individuals, and shall be empowered to 
 issue all such forms of insurance contracts as pertain to or may be 
 connected with the business of life insurance as it is now or may be 
 hereafter carried on in the United States. It- shall have the power to 
 acquire and hold all such property and to perform all such acts as may 
 be necessary or convenient in the transaction of its business. 
 
 Article 3. The capital stock of the company shall be one hundred 
 thousand dollars, divided into shares of twenty-five dollars each. 
 
 Article 4. Sec. i. — The affairs of the corporation shall be con- 
 ducted by a board of trustees consisting of not less than five nor more 
 than fifteen persons, a majority of whom shall be residents of the State 
 of Iowa. The board of trustees shall be elected at the annual meeting 
 of the stockholders hereinafter provided for, and its members shall 
 hold their offices for one year and until the respective successors are 
 elected and qualified. 
 
 Sec. 2. The board of trustees shall have the power and it shall be 
 its duty to adopt and publish by-laws, rules and regulations for the 
 management and control of the business of the corporation, not incon- 
 sistent with these articles or the laws of the State of Iowa, and except 
 as provided in the articles of incorporation, all corporate powers shall 
 be exercised by said board, either directly or through an executive 
 committee or officers and employees, whose powers and duties shall be 
 fixed and determined by said board. 
 
 Article 5. The regular annual meeting of .the stockholders shall 
 be held on the first Tuesday after the first Monday in January in each 
 year, at the office of the company in the city of Des Moines, Iowa. At 
 each such annual meeting, there shall be elected by ballot the board of 
 trustees, hereinbefore provided for, who shall hold their respective 
 offices as aforesaid. At all meetings of the stockholders each stock- 
 holder shall be entitled to one vote for each share of stock held and 
 
EQUITABLE LIFE OF IOWA. 
 
 67 
 
 owned by him as appears from the books of the company, to be cast 
 either in person or by proxy ;.but if by proxy, written authority therefor 
 must be filed with the secretary at or before the time the meeting con- 
 venes. The policyholders of the company shall have the right to attend 
 such annual meeting of the stockholders, and each policyholder so 
 present shall be entitled to one vote in person, but not by proxy. The 
 number of trustees to be elected having been determined, or there being 
 no express determination, then the number so fixed or number in office 
 during the previous year, as the case may be, receiving the highest num- 
 ber of votes cast at any such election for trustees, shall constitute the 
 board for the ensuing year. All vacancies occurring in the board in the 
 interval between such annual meetings, may be filled for the unexpired 
 term by the remaining members of the board. 
 
 Article 6. The following persons shall constitute the first board 
 of trustees of the company, to wit: B. F. Allen, F. M. Hubbell, Isaac 
 
 Cooper, J. M. Tuttle, J. C. Jordon, P. M. Casady, J. B. Stewart, Peter 
 Myers, R. L. Tidrick, Hoyt Sherman, Wesley Redhead, W. W. Wil- 
 liamson, J. S. Polk, F. R. West, H. L. Whitman ; and they shall hold 
 office until their successors shall be elected or appointed pursuant to 
 the provisions herein contained. 
 
 Article 7. The executive officers of the corporation shall be a 
 president, vice-president and secretary, to be elected as follows, to wit : 
 The board of trustees shall, immediately after the adjournment of each 
 annual meeting of the stockholders, elect from their own number a 
 president, vice-president and secretary, who shall respectively hold their 
 offices for the term of one year, and until their successors are elected 
 and qualified. 
 
 Any vacancy occurring in the office of president, vice-president or 
 secretary, shall be filled by the board, and any officer so elected shall 
 hold his office until the annual meeting of the stockholders first occur- 
 ring after such vacancy, and until his successor is elected and qualified. 
 
 Article 8. Special meetings of the stockholders may be held at 
 any time upon ten days’ notice mailed to the address of each stock- 
 holder, as shown by the books of the company. Such special meetings 
 may be called either by the president or by three trustees, and upon 
 deposit of such call with the secretary, he shall issue and mail the 
 notices above prescribed. 
 
 Article 9. The board of trustees shall hold such meetings, whether 
 regular or special, as may be provided for in the by-laws; and five of 
 the trustees elected shall constitute a quorum for the transaction of 
 business. 
 
 Article 10. The fiscal year of the company shall commence on and 
 
68 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 with the ist day of January, and shall terminate on and with the 31st 
 day of December of each and every year. 
 
 Article ii. The funds of the corporation, however arising, shall 
 be invested as directed by the board of trustees, subject, however, to 
 the limitations and provisions of the laws of the State of Iowa. 
 
 Article 12. The private properly 7 of the stockholders shall not, in 
 any event, be subject to the debts of the company. 
 
 Article 13. This company commenced business on the 25th day of 
 January, 1867. has continued such business till this date, and its period 
 of existence is hereby renewed and extended for fifty years from the 
 25th day of January, 1887, and it shall be further renewed from time to 
 time, in accordance with the provisions of the statute in such cases 
 made and provided. 
 
 Article 14. The corporation shall not become indebted to an 
 amount exceeding two-thirds of its capital stock, save and except with 
 respect to risks of insurance. 
 
 Article 15. The capital stock of the corporation shall be trans- 
 ferable only upon the books of the company, and the board of trustees 
 shall prescribe in the by-laws the time for opening and closing the 
 transfer book, and the terms and conditions under which transfers 
 shall be made. 
 
 Article 16. These articles of incorporation may be amended at 
 any annual or special meeting of the stockholders, by the votes of the 
 holders of and owners of two-thirds of the capital stock of the corpora- 
 tion, provided that if it is proposed to amend the same at any special 
 meeting of the stockholders, a copy of the proposed amendment or 
 amendments shall be mailed to each stockholder as his address appears 
 upon the books of the company, with the notice calling such meeting. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article i. The seal of the company shall be a circular die containing the 
 following inscription, to wit : Equitable Life Insurance Company, of Iowa. 
 
 Article 2. Sec. i. — The regular meeting of the board of trustees shall be 
 held at the office of the company in the city 7 of Des Moines, on the first Tuesday 
 after the first Monday in January of each year, at 4 o’clock p. m. Said meeting 
 shall be held for the purpose of electing officers as prescribed in the articles of 
 incorporation, and for appointing such other officers as may be deemed necessary 
 and convenient to carry on the business of the company, and for transacting 
 such other business as may be required. 
 
 Sec. 2. Special meetings of the board of trustees may be called by the presi- 
 dent or vice-president or three trustees. 
 
 Article 5. Sec. i. — The president, vice-president and secretary shall con- 
 stitute an executive committee, whose duty it shall be under the direction of the 
 board of trustees to manage the business and affairs of the company. Said 
 
EQUITABLE LIFE OF IOWA. 
 
 69 
 
 executive committee shall have power and authority co-extensive with the board 
 of trustees when the board is not in session, except so far as the articles of incor- 
 poration require certain duties to be performed by the trustees themselves. 
 Among its powers and duties shall be the following: It shall adjust all losses, 
 invest the funds of the company, make loans, and do such other business as the 
 board of trustees may direct. It shall appoint all clerks, agents and other em- 
 ployees and shall have power to remove them at any time. It shall have author- 
 ity to fix salaries and all its acts and transactions not disapproved or rescinded 
 or annulled shall be held and taken to be approved and confirmed by the board 
 of trustees. 
 
 Sec. 2. Said executive committee shall meet daily if the business of the 
 company requires it, and a majority of said committee shall constitute a quorum 
 for the transaction of business. 
 
 Article 6. Sec. i. — The president shall have the general direction and super- 
 intendence of the affairs of the company, and in all cases in which the duties 
 of the subordinate officers, agents and employees of the company are not especi- 
 ally prescribed by the by-laws or resolutions of the board of trustees or executive 
 committee, they shall obey the orders and instructions of the president. 
 
 Sec. 2. He shall have charge of the corporate seal and shall have power to 
 
 affix the same to all instruments requiring it. He shall have authority to trans- 
 
 fer stocks, satisfy mortgages, execute deeds and sign policies. He shall have 
 charge of all the valuable papers and other property belonging to the company. 
 
 Sec. 3. He shall give security for the faithful performance of the duties of 
 
 his office in a bond in the sum of $25,000, his sureties to be approved by the 
 
 executive committee; and every bond so taken shall be so drawn as to remain 
 in force until a new bond be substituted and approved by said committee. 
 
 Article 15. It shall be the duty of the board of trustees to annually appoint 
 from their number an examining committee, whose duties it shall be to examine 
 the books and affairs of the company, and to make report of same at a special 
 meeting of the board called for the purpose of hearing such report. 
 
 Article 16. All reports required from committees or officers under these 
 by-laws are to be made in writing. 
 
 Article 17. The assignment of the stock of the company by endorsement 
 of such assignment on the back of the stock certificate shall fix the ownership 
 as between the parties to the same, and the presentation of the certificate so 
 assigned to the proper officers of the company shall entitle the assignee to a 
 transfer of the same on the stock ledger without expense; but such assignment 
 shall not be binding on the company until the presentation and transfer; pro- 
 vided, however, that the company shall have and retain a lien against the stock 
 held by any person for any and all indebtedness due the company by such stock- 
 holder or stockholders, and no transfer of a certificate of stock shall be valid or 
 binding until such indebtedness, if any, shall be satisfied, paid and discharged. 
 
 Article 18. These by-laws may be altered or amended at any regular meet- 
 ing of the board of trustees, or at a special meeting of the board called for the 
 purpose of considering alterations or amendments by a majority vote of the 
 members elected, or they may be altered or amended by the unanimous vote of 
 the executive committee of the company. 
 
70 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE 
 UNITED STATES. 
 
 [Declaration of Incorporators.]^- We, the undersigned, do hereby 
 declare and express our intentions to associate and form an incorpo- 
 rated company, for the purpose of making insurance upon the lives of 
 individuals, and every insurance appertaining thereto, or connected 
 therewith ; and to grant, purchase, or dispose of annuities, pursuant to 
 the provisions of the act entitled, “An Act to provide for the incorpo- 
 ration of life and health insurance companies, and in relation to 
 agencies of such companies, passed June 24, 1853,” and amendments 
 thereto. And the subscribers do further declare, that the following 
 is a copy of the charter proposed to be by them adopted : 
 
 Article i. [Name of Society.] — This corporation shall be called 
 and named “The Equitable Life Assurance Society of the United 
 States.” The principal office for the transaction of business shall be 
 located in the city of New York. 
 
 Article 2. [What Business may he done.] — The business of this 
 company shall be to make insurances upon the lives of individuals, and 
 every insurance appertaining thereto, or connected therewith ; and to 
 grant, purchase, or dispose of annuities, as set forth in the act afore- 
 said, passed June 24, 1853. an d amendments thereto. And this com- 
 pany shall possess and enjoy all the powers, privileges and franchises 
 granted to, and shall be subject to all the regulations, restrictions and 
 obligations, imposed upon incorporations, organized and existing under 
 the said act of the Legislature of the State of New York, passed June 
 24, 1853, an d any amendments thereof. 
 
 Article 3. [Dividends to Stockholders.] — The capital of said com- 
 pany shall be one hundred thousand dollars in cash, divided into one 
 thousand shares, of one hundred dollars each ; which shall be personal 
 property, transferable only on the books of the company, in conformity 
 with its by-laws. The holders of the said capital stock may receive a 
 semi-annual dividend on the stock so held by them, not to exceed three 
 and one-half per cent, of the same ; such dividends to be paid at the 
 times and in the manner designated by the directors of said company. 
 The earnings and receipts of said company, over and above the divi- 
 dends, losses and expenses, shall be accumulated. 
 
 Article 4. [Board of Directors.] — The corporate powers of said 
 company shall be vested in a board of directors, and shall be exercised 
 
EQUITABLE LIFE OF NEW YORK. 
 
 71 
 
 by them, and by such officers and agents as they may appoint, and 
 from time to time empower. 
 
 The board of directors shall consist of fifty-two persons, a majority 
 of whom shall be citizens of the State of New York, each of whom 
 shall be a proprietor of at least five shares of the said capital stock. 
 
 The board of directors may, previous to any annual election, and 
 after giving notice at the previous meeting of the board, provide for 
 diminishing the number of the directors, to not less than twenty-four, 
 in which case, one-fourth of the total number as thus diminished, shall 
 be elected annually, in the same manner as hereinafter provided in re- 
 gard to the fifty-two directors above named ; and the same powers and 
 authority shall vest in said board of directors thus diminished, as were 
 previously exercised by the former board of directors. 
 
 [The hrst Board of Directors.] — The following named persons shall 
 constitute the first board of directors, who shall hold office until their 
 successors are appointed : William C. Alexander, William Walker, 
 
 Henry Young, Irad Hawley, James Low, James M. Beebe, Henry A. 
 Hurlbut, Thomas A. Biddle, Benjamin E. Bates, John T. Moore, 
 Thomas U. Smith, William Whitewright, Jr., William G. Lambert, 
 Wilmot Williams, Peter McMartin, George H. Stuart, James Lenox 
 Kennedy, John Slade, Henry H. Hyde, E. Spencer Miller, Soloman R. 
 Spaulding, Dudley S. Gregory, Stephen H. Phillips, John Auchin- 
 closs, James M. Halsted, Henry S. Terbell, Thomas S. Young, Ben- 
 nington F. Randolph, Wayman Crow, George Talbot Olyphant, Alex- 
 ander Young, Samuel Frothingham, Jr., Thomas A. Cummins, Henry 
 B. Hyde, Francis B. Cooley, H. D. Newcomb, Henry G. Marquand, 
 Moses A. Hoppock. George D. Morgan, H. V. Butler, Ezra C. Reed, 
 Dwight Townsend, Henry M. Alexander, William T. Blodgett, Benja- 
 min F. Manierre, E. J. Hawley, Alanson Trask, Edward W. Lambert, 
 Daniel D. Lord, Robert Bliss, Henry Day, Henry J. Gardner. 
 
 [Vacancies.] — In case either or any of the above named persons shall 
 decline to serve, or prove to be ineligible, the vacancy or vacancies may 
 be filled by the remaining directors. 
 
 [Terms of Office of Directors.] — The first board of directors shall, 
 immediately after the organization of the company, divide themselves 
 bv lot, into four classes of thirteen each. The term of the first shall 
 expire at the end of one year from December 31, 1859; that of the 
 second at the end of two years from that time ; that of the third at the 
 end of three years from that time ; and that of the fourth class at the 
 end of four years from that time ; and so on, successively, in each and 
 every subsequent year. 
 
 [Election of Directors.] — One-fourth of the board of directors shall 
 
72 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 hereafter be elected annually, as provided in the following section, and 
 shall hold office for four years, or until their successors are chosen ; 
 but any director shall be re-eligible for election. Vacancies occurring 
 in the intervals of elections, by death, or resignation, may be filled by 
 the board in the manner set forth in the by-laws. 
 
 [The annual Election.] — The annual election of directors shall be 
 held on the first Wednesday in the month of December, at the principal 
 office of the company, in the city of New York, and of which fourteen 
 days’ previous notice shall be given, in two of the daily papers of said 
 city. The directors shall be chosen by ballot, and a plurality of votes 
 shall elect. The board of directors shall appoint three inspectors of 
 election, who shall be life policyholders in the company ; and the presi- 
 dent may supply any vacancy occasioned by the omission of any in- 
 spector to serve. In case of failure to elect on that day, the remaining 
 directors, whose term of office do not then expire, shall have power to 
 fill the said vacancies. 
 
 [Each Stockholder entitled to one Vote.] — In the election of direc- 
 tors every stockholder in the company shall be entitled to one vote for 
 every share of stock held by him, and such vote may be given in per- 
 son, or by proxy. At any time hereafter, the board of directors, after 
 giving notice at the two previous stated meetings, may, by a vote of 
 three-fourths of all the directors, provide that each life policyholder, 
 who shall be insured in not less than five thousand dollars, shall be 
 entitled to one vote at the annual election of directors, but such vote 
 shall be given personally, and not by proxy. 
 
 [Quorum.] — The board of directors shall have power to declare by 
 by-law, what number of directors, not less than seven, shall constitute 
 a quorum for the transaction of business. 
 
 Article 5. [Election of Officers.] — After each annual election, the 
 board of directors shall elect annually, from among their number, a 
 president, and may, at their option, also elect a vice-president. The 
 board of directors may also appoint at any time a president and vice- 
 president, to act temporarily when said officers are absent, interested, 
 or unable to act. The board shall also appoint a secretary and such 
 other officers as they may deem requisite, and who shall hold office 
 during the pleasure of the board of directors. 
 
 [Directors to enact By-Laws.] — The directors shall have power to 
 enact by-laws, rules and regulations for the government of the officers 
 and agents, and for the management of the affairs of the company, not 
 inconsistent with this charter, or with the constitution and laws of this 
 State ; and such by-laws, rules and regulations may be amended or re- 
 pealed by them at pleasure. 
 
EQUITABLE LIFE OF NEW YORK. 
 
 [Directors to fix Premiums.] — The directors may determine the rates 
 of premium, and the amounts to be insured on any one life, and the 
 terms of such insurances, and shall have power to purchase, for the 
 benefit of the company, any policies of insurance, dividends, or other 
 obligations issued by the company. 
 
 Article 6. [Business of the Company.] — The insurance business 
 of the company shall be conducted upon the mutual plan. All pre- 
 miums shall be payable in cash. In case any policyholder shall omit 
 to pay any premium due from him to the company, or violate any other 
 condition of the policy of insurance, the board of directors may forfeit 
 his policy, and apply all previous payments to the benefit of the 
 company. 
 
 [Dividends to Policyholders.] — The officers of the company, within 
 sixty days from the expiration of the first five years from December 31, 
 1859, an d within the first sixty days of every subsequent period of five 
 years, shall cause a balance to be struck of the affairs of the company, 
 which shall exhibit its assets and liabilities, both present and contin- 
 gent, and also the net surplus, after deducting a sufficient amount to 
 cover all outstanding risks, and other obligations. Each policyholder 
 shall be credited with an equitable share of the said surplus. Such 
 equitable share, after being ascertained, shall be applied to the pur- 
 chase of an additional amount of insurance (payable at death or with 
 the policy itself), expressing the reversionary value of such equitable 
 share at such interest as the directors may designate ; or if any policy- 
 holder so direct, such equitable share of surplus shall be applied to 
 the purchase of an annuity, at such rate of interest as the directors 
 shall designate, to be applied in the reduction of his or her future pre- 
 miums. In case of death, the amount standing to the credit of the 
 party insured at the last preceding striking of balance as aforesaid, 
 shall be paid over to the person entitled to receive the same ; and the 
 proportion of surplus equitably belonging to him or her, at the next 
 subsequent striking of balance, shall also be paid, when the same shall 
 have been ascertained and declared. 
 
 [Dividends in Case of Death.] — In case of the death of any party 
 insured prior to passing any period for striking of balance, as afore- 
 said, the board of directors may provide what (if any) share of such 
 surplus shall be paid to such person. 
 
 [General Balance Statement.] — The officers of the company, within 
 the first thirty days after the expiration of five years from the thirty- 
 first day of December, 1859, shall cause a general balance statement of 
 the affairs of the company to be made, which shall be open to the in- 
 spection of any policyholder for sixty days, during the usual hours of 
 
74 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 business. Said statement shall show the amounts received during the 
 preceding five years for premiums, interest and annuities, and also the 
 amounts paid during the same time for losses, expenses and otherwise, 
 and the balance remaining in the treasury, together with the manner in 
 which the same is invested. 
 
 Article 7. [Fiscal Year .] — The fiscal year of the company shall 
 commence on the first day of January and terminate on the thirty-first 
 day of December in each ye.ar. 
 
 Article 8. [Subscriptions to Capital Stock .] — William Walker, 
 Henry A. Hurlbut, James Low, Thomas A. Cummins, Peter McMartin 
 and Henry G. Marquand, shall be commissioners to open books for 
 subscription to the capital stock, at such times and places as shall be 
 proper, and to keep the same open until the said sum of one hundred 
 thousand dollars shall be subscribed in full. 
 
 [Names of Incorporators .] — In witness whereof, we, the subscribing 
 corporators, have hereunto subscribed our names, this second day of 
 May, one thousand eight hundred and fifty-nine. William C. Alex- 
 ander, Wm. Walker, Henry Young, Irad Hawley, James Low, Jas. M. 
 Beebe, Henry A. Hurlbut, Thomas A. Biddle, Benj. E. Bates, John T. 
 Moore, Thos. U. Smith, Wm. Whitewright, Jr., Wm. G. Lambert, Wil- 
 mot Williams, P. McMartin, George H. Stuart, John Slade, Henry J. 
 Gardner, Henry H. Hyde, E. Spencer Miller, S. R. Spaulding, D. S. 
 Gregory, Stephen H. Phillips, John Auchincloss. J. M. Halsted, H. S. 
 Terbell, T. S. Young, Bennington F. Randolph, Geo. Talbot Olyphant. 
 S. Frothingham, Jr.. Thomas A. Cummins, Henry B. Hyde, Henry G. 
 Marquand, Moses A. Hoppock, Geo. D. Morgan, H. V. Butler, Dwight 
 Townsend, Henry M. Alexander, William T. Blodgett, Benj. F. 
 Manierre, E. J. Hawley, Alanson Trask, Edward W. Lambert, Daniel 
 D. Lord, Robert Bliss, Henry Day. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 (As Amended July 27, 1905.) 
 
 Sec. 1. Meetings of Directors. — Stated meetings of the directors shall be held 
 each year on the last Wednesday of each calendar month, and a report shall 
 be made by the president of the transactions of the society during the next 
 preceding financial quarter at the January, April, July and October meet- 
 ings, stating particularly the contracts that have been made, the sums of 
 money that have been received, and on what account ; the manner in which the 
 same shall have been invested or paid, and the amount remaining on hand; also 
 the amounts due and unpaid. This report shall contain also a balance sheet 
 showing the receipts ; disbursements ; investments ; and all the particulars neces- 
 sary to form a general exhibit of the society’s condition at the close of said 
 quarter. If at the first monthly meeting the annual statement for the preced- 
 
EQUITABLE LIFE OF NEW YORK. 
 
 75 
 
 ing year shall be submitted by the president, then the quarterly report may be 
 omitted. There shall also be an annual meeting for the election of a president, 
 who shall have plenary power over all the departments and officers of the 
 society, subject to the control of the board of directors; also a. vice- 
 president, a second, third and fourth vice-president, a secretary, an assist- 
 ant secretary, an actuary, a comptroller, a treasurer, an assistant treasurer, an 
 auditor, a superintendent of agencies, a registrar, and two resident medical 
 directors, and for the election of the standing committees, at the monthly 
 meeting in February of each year. Vacancies in any of said offices or com- 
 mittees may be filled at any meeting of the board. The minutes of the board 
 shall be kept by the secretary, who shall act as clerk of the board. 
 
 Sec. 2. Officers of Society. — The officers of this society shall be a president, 
 a vice-president, a second, third and fourth vice-president, a secretary, an as- 
 sistant secretary, an actuary, a comptroller, a treasurer, an assistant treasurer, 
 an auditor, a superintendent of agencies, and a registrar. 
 
 Sec. 3. Special Meetings ; How Called. — The president may call a special 
 meeting of the directors, in his discretion; and shall also call a special meeting 
 whenever five of the directors shall request him, in writing, to do so. All special 
 and stated meetings shall be called by sending a written or printed notice to each 
 director, but no business shall be taken up or sanctioned at a special meeting 
 except that referred, to in said notice, unless with the consent of a majority of 
 the whole board, expressed by their votes at such meeting. 
 
 Sec. 4. Quorum. — Nine directors shall constitute a quorum for the trans- 
 action of business. 
 
 Sec. 5. Vacancies in Board of Directors. — Vacancies in the board of directors 
 shall be filled at the next or a subsequent meeting after such vacancy is declared, 
 and at a meeting subsequent to that at which the nomination of a person to 
 fill said vacancy is made, or at the annual election by stockholders. Vacancies 
 in any of the standing committees may be filled at any regular meeting of the 
 board. 
 
 Sec. 6. Duties of President. — The president shall preside at all meetings of 
 the directors. He shall be ex-officio a member of all standing committees. 
 
 The president shall have the general direction and superintendence of the 
 affairs of the society, and report the same at every stated meeting of the direc- 
 tors, and such report shall be placed on file and copied on the minutes. 
 
 The president shall appoint all clerks and other employees not appointed by 
 the board of directors. 
 
 Sec. 7. Vice-Presidents’ Duties. — The vice-president and the second, third 
 and fourth vice-presidents shall assist the president; and whenever the president 
 shall be absent, sick or unable to perform the duties of his office, the vice- 
 president shall perform the same. 
 
 The board of directors, and in the interim, until they are convened, the ex- 
 ecutive committee, may appoint a president to act temporarily when the presi- 
 dent and vice-president are both absent, sick, or for any cause unable to act. 
 
 Sec. 8. Duties of Secretary, Asst. Secretary, Treasurer, Asst. Treasurer, 
 Auditor. — The secretary, assistant secretary, treasurer, assistant treasurer and 
 auditor shall perform their duties under the direction of the president. In the 
 absence of the secretary, the assistant secretary shall perform his duties until 
 otherwise ordered. In the absence of the treasurer, his duties shall be per- 
 formed by the assistant treasurer until otherwise ordered. 
 
76 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 9. Actuary’s Duties. — The actuary of the society shall make calcula- 
 tions and tables for the present and future use of the society, subject to the ap- 
 proval of the president; audit the insurance portion of the quarterly and annual 
 statements; collect and arrange data, books, documents, tables and official state- 
 ments upon the business of life insurance and annuities, for the use of the 
 society; and perform such other appropriate acts as may be required by the 
 board, its committees, or the president. 
 
 Sec. 10. Second and Third Vice-Presidents' Duties. — The second and third 
 vice-presidents shall have the supervision of the agencies of the society under 
 the direction and instruction of the president, and shall perform such other 
 duties as may be assigned by the president. 
 
 Sec. 11. Superintendent of Agencies’ Duties. — The superintendent of agen- 
 cies shall perform such duties in connection with the supervision of the agencies 
 of the society as may be assigned by the president. 
 
 Sec. 1 2. Comptroller’s Duties. — The comptroller shall, under the direction 
 of the president, supervise the accounts of the society; oversee the custody of the 
 securities under the rules established from time to time; superintend the clerical 
 departments; have charge of and be responsible for the bond and mortgage 
 department, and in general give such aid as the president may require in the 
 management of the office of the society. 
 
 Sec. 13. Registrar’s Duties. — The registrar shall sign policies, checks and 
 other official documents under rules prescribed from time to time for that 
 purpose, and shall perform such other duties as may be assigned to him by the 
 president. 
 
 Sec. 14. Resident Medical Directors’ Duties. — It shall be the duty of the 
 resident medical directors to attend daily during the business hours of the so- 
 ciety, at the office of the society ; to make personal examinations of persons 
 offering themselves for insurance; to examine the reports of physicians, agents, 
 and others upon applications for insurance; to appoint all local medical ex- 
 aminers, and otherwise to supervise the medical department of the society, 
 under the direction of the president and under rules and regulations approved 
 by him. 
 
 The resident medical directors shall assist in collecting and arranging all 
 facts and data connected with vital statistics in this and other countries, and 
 the mortality experience of the society, and perform such other appropriate 
 acts as may be required by the board, its committees, or the president. 
 
 Sec. 15. Contracts for Insurance ; By Whom Made. — The officers of the 
 society shall have power to make contracts for insurance on life and for annuity, 
 and all other contracts, powers of attorney and instruments in writing neces- 
 sary for the society in the management of its affairs, in conformity with the 
 rules and regulations of the board for the time being. 
 
 All such contracts shall be signed by any two of the following officers : the 
 president, vice-president, second, third and fourth vice-presidents, secretary, 
 actuary, comptroller, assistant secretary, treasurer, assistant treasurer, registrar, 
 auditor and the superintendent of agencies. 
 
 Sec. 17. Officers’ Bonds. — The president, vice-president, second, third and 
 fourth vice-presidents, actuary, secretary, comptroller, treasurer and assistant 
 treasurer shall give a bond or bonds for the faithful performance of their trusts, 
 for such amount and with such sureties as shall be approved by the finance 
 committee. Every bond so taken shall be so drawn as to remain in force until 
 
EQUITABLE LIFE OF NEW YORK. 
 
 77 
 
 another bond or bonds be substituted and approved by the executive committee; 
 and such bond or bonds shall, after each annual election, be submitted to the 
 said committee. 
 
 The executive committee may also require an official bond from any other 
 officer, clerk, or agent of the society, in such penalty and with such surety as 
 they may deem proper. 
 
 Sec. 18! Standing Committees. — There shall be four standing committees of 
 the board — namely: (i) an executive committee, (2) a committee on agencies, 
 (3) a committee on insurance, and (4) a committee on accounts. 
 
 The standing committees shall be elected at the annual meeting by ballot, 
 and shall hold office until their successors are appointed. 
 
 Sec. 19. Executive Committee. — The executive committee shall consist of 
 the president (who shall be chairman thereof), the vice-president, the comptrol- 
 ler. and not less than six others (five of whom shall be a quorum). 
 They shall act as an advisory committee to the president in all the affairs of the 
 society and shall have special charge of the investment of the funds of the 
 society, including the purchase and sale of securities, and loans on the same 
 and investments on bond and mortgage, and shall, during the intervals when 
 the board of directors is not in session, have all the powers of the 
 board. The committee shall supervise the condition, security and productive 
 character of the assets and shall devise ways and means to improve their condi- 
 tion, to provide against danger of loss, to rid the society of unproductive assets, 
 and to invest and reinvest in productive assets. It shall be their duty to see 
 that the securities are properly guarded and protected and to frame rules for the 
 custody of the same, and by periodical examinations and otherwise to test the 
 operation of such rules. They shall, so far as practicable, meet three times in 
 each week for the purpose of advising and consulting with the president and 
 carrying out the purposes of this section, and shall report purchases, loans, and 
 other investments made by them to the board of directors at the next regular 
 monthly meeting. The executive committee shall also superintend the manner 
 in which the accounts of the society shall be kept and all matters connected with 
 the finances and expenses of the society, and may itself, or through such per- 
 sons as it may designate, audit all bills and examine and check the cash pay- 
 ments with the vouchers. Upon a vacancy occurring by death, resignation or 
 otherwise in the executive committee, the vacancy may be filled by the board. 
 
 Sec. 20. Committee on Insurance. — The committee on insurance shall consist 
 of five directors (three of whom shall constitute a quorum), who shall consult 
 and advise with the officers in all matters relative to insurance, and the adjust- 
 ment and settlement of claims for losses ; no loss shall be paid without the 
 approbation of this committee. 
 
 Sec. 21. Committee on Agencies. — The committee on agencies shall consist 
 of five directors (three of whom shall constitute a quorum), who shall consult 
 and advise with the officers in all matters relative to the appointment, manage- 
 ment, and removal of agents, and their compensation; and, subject to the ap- 
 proval of the executive committee, shall have power to appoint and remove 
 agents, and to fix their compensation. 
 
 Sec. 22. Committee on Accounts. — The committee on accounts shall consist 
 of five directors (two of whom shall constitute a quorum), who shall examine 
 and audit all accounts, receipts, and payments not audited by the executive 
 committee or under its direction. 
 
 Sec. 23. Meetings and Minutes of Committees. — Regular minutes of the 
 
78 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 proceedings of each committee shall be kept in books provided for that purpose, 
 and reports of the same read at every regular meeting of the directors. 
 
 Every report of a standing or special committee, not entered on the minutes 
 of a standing committee, shall be in writing, and signed by the committee or 
 its chairman. 
 
 Sec. 24. Of Foreclosure for Interest. — No interest shall be allowed to remain 
 due longer than thirty days, on any bond and mortgage to the society, without 
 a foreclosure or suit being commenced, unless the president or the executive 
 committee authorize a longer delay. 
 
 Sec. 25. Inspectors of Election. — The board of directors shall, at their last 
 stated meeting previous to the annual election for directors, appoint three in- 
 spectors of election ; and in case any inspector shall fail to attend, the president 
 shall have the power to fill such vacancies. In case the said stated meeting 
 shall not be held, the president shall call a special meeting for the purpose afore- 
 said of which special notice shall be given. Said special meeting shall be held 
 at least sixteen days previous to the holding of said election. 
 
 Sec. 26. Receipts for Payments of Principal of Bonds. — No payment of the 
 principal of bonds secured by mortgage shall be deemed valid except upon the 
 receipt of any two of the following persons, namely, the president, the vice- 
 president, the second vice-president, the third vice-president, the fourth vice- 
 president, the comptroller, the actuary, the secretary, the assistant secretary, 
 the treasurer, the assistant treasurer, the registrar, and the financial manager, 
 and this shall be incorporated in the bond as part of the contract. 
 
 Sec. 27. Investment of Stocks. — All investments or sales of stocks or bonds 
 shall be made in the name of the society, with power on the part of any two of 
 the following persons, namely, the president, the vice-president, the second vice- 
 president, the third vice-president, the fourth vice-president, the comptroller, 
 the actuary, the secretary, the assistant secretary, the treasurer, the assistant 
 treasurer, the registrar, and the financial manager, to effect the transfers in the 
 name of the society. 
 
 Sec. 28. No commissions or compensations, direct or indirect, for procuring 
 or facilitating loans from the society shall be received by any director, or by any 
 of its officers or other person in its employment. And no loans on bond and 
 mortgage shall be made to directors or to officers elected or appointed by the 
 board. 
 
 Sec. 29. Fire Insurance Policy. — Before any money is paid out for authorized 
 loans on real estate, the president shall receive the bond, duly executed, a satis- 
 factory policy of insurance (when fire insurance is required), and the certificate 
 of such attorney or counsel for the society or of such title insurance company 
 as may be retained or employed by the president for that purpose, that the title 
 is valid and Unencumbered, and that the mortgage is duly executed and de- 
 livered. 
 
 Sec. 30. Examining Committee. — At the close of each fiscal year, the accounts 
 and assets of the society shall be examined by a special committee of not less 
 than five directors, the majority of whom shall not be members of the executive 
 committee, and whose report shall be placed on the minutes. 
 
 Sec. 31. By-Laws; How Altered. — The by-laws shall not be altered or 
 amended, except at a meeting specially called for that purpose or at any regular 
 meeting subsequent to the meeting at which notice shall be given of such in- 
 tention. 
 
 Sec. 22. These by-laws shall take effect from the date of the adoption thereof. 
 
FEDERAL LIFE. 
 
 79 
 
 FEDERAL LIFE INSURANCE COMPANY. 
 
 Declaration. 
 
 We, the undersigned, Charles A. Atkinson, Geo. C. Morgan, Jr., C. 
 E. Whelan, C. W. Adams, D. B. Ainger, Wm. G. Stearns, F. A. Ran- 
 dall, B. O. Smith, J. W. Wegner, J. F. Robinson, Geo. H. Jenney, F. 
 L. B. Jenney, Isaac Miller Hamilton, J. Ellsworth Griffin, do hereby 
 declare and express our intentions to associate and form an incorpor- 
 ated company, under an act of the General Assembly of the State 
 of Illinois, entitled “An act to organize and regulate the business of 
 life insurance, ” approved March 26, A. D. 1869, and all acts amend- 
 atory thereof, for the purpose of making insurance upon the lives of 
 individuals and every insurance pertaining thereto or connected there- 
 with ; and to grant, or dispose of annuities. And for that purpose, the 
 subscribers do further declare that the following is a copy of the charter 
 proposed to be adopted by them : 
 
 Article i. The name of such corporation shall be the “Equitable 
 Inheritance and Life Insurance Company,” and the principal office for 
 the transaction of business shall be located in the city of Chicago, in 
 the State of Illinois. 
 
 Article 2. The business of the company shall be to make insurance 
 upon the lives of individuals, and every insurance pertaining thereto, 
 or connected therewith ; and to grant, purchase or dispose of annuities, 
 as set forth and provided in the act aforesaid, approved March 26, A. 
 D. 1869, and amendments thereto. And this company shall possess and 
 enjoy all the powers, privileges and franchises granted to, and shall 
 be subject to all the regulations, restrictions and obligations imposed 
 upon incorporations, organized and existing under the said act of the 
 General Assembly of the State of Illinois, approved March 26, A. D. 
 1869, and any amendments thereof. 
 
 Article 3. The capital stock of said company shall be one hun- 
 dred and twenty-five thousand dollars ($125,000), divided into twelve 
 hundred and fifty (1250) shares of one hundred dollars ($100) each, 
 transferable only on the books of the company in conformity with its 
 by-laws ; and the capital stock of said company may be increased bv the 
 stockholders to an amount not to exceed in the aggregate five hundred 
 thousand dollars ($500,000). When such increase of the capital stock 
 shall have been so voted, it may be paid for in cash, or by the applica- 
 
8o 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 tion of such portion of the net surplus of the company as may be dis- 
 tributed by the board of directors to the stockholders as their distribu- 
 tive share of such surplus between the stockholders and the policy- 
 holders of said company ; and provided further, that such increase shall 
 be apportioned pro rata among the then existing stockholders, and in 
 no instance shall such distribution be made to the stockholders unless 
 the said net surplus shall at least equal the amount of the then existing 
 capital stock, and only when the board of directors shall have deter- 
 mined upon a distribution, which said distribution may be made an- 
 nually or once in two, three, four or five years, as the board of direc- 
 tors may from time to time determine, and in determinig the amount 
 of such surplus to be distributed, there shall be reserved an amount not 
 less than the aggregate net value of all outstanding policies, said value 
 being computed by the combined experience or actuary rate of mor- 
 tality with interest not exceeding four per cent (4 per cent), and when 
 such distribution is made by the directors of said company between the 
 stockholders and policyholders at the periods fixed by the board of 
 directors and subject to the limitations aforesaid, such distribution shall 
 be final and conclusive on each and every person interested therein. 
 The holders of the capital stock may receive a semi-annual cash divi- 
 dend on the stock so held by them, not to exceed ten per cent (10 per 
 cent) per annum, such dividends to be paid at such times and in the 
 manner designated by the board of directors of said company. All 
 other earnings and receipts of said company over and above the divi- 
 dends, losses and expenses in conducting the business of the company, 
 shall be accumulated and distributed only in the manner above pro- 
 vided. 
 
 Article 4. The corporate powers of said company shall be vested 
 in a board of directors, and shall be exercised by them, and by such 
 officers, agents and employees as they may appoint and from time to 
 time empower. The board of directors shall consist of eighteen (18) 
 persons, to be chosen by ballot from the stockholders, immediately 
 upon organization of said company; a majority of whom shall be citi- 
 zens of the State of Illinois, and each of whom shall be the owner of at 
 least ten (10) shares of the capital stock of said company, but such 
 board of directors may be increased from time to time at any annual 
 or special meeting of the stockholders, to a number not to exceed 
 thirty-six (36) in all, and such increase of the number of the board of 
 directors shall only be effected by a two-thirds vote of all the stock of 
 said company then outstanding. The board of directors shall immedi- 
 ately after the completion of the organization of the company divide 
 itself by lot into three (3) equal classes. The term of the first class 
 
FEDERAL LIFE. 
 
 8l 
 
 shall expire at the end of one (i) year from the date of the first elec- 
 tion of a board of directors, after the organization of the company; 
 that of the second at the end of two (2) years from that time; that of 
 the third at the end of three (3) years from that time. And at the 
 end of the first year from the time of the organization of the company 
 and annually thereafter, one-third (1-3) of the board of directors shall 
 be elected and shall hold office for three (3) years and until their 
 successors are chosen and qualified; but any director shall be re- 
 eligible. And the board of directors shall have power to determine 
 and provide in the by-laws the number of directors that shall consti- 
 tute a quorum for the transaction of business. 
 
 Article 5. Any vacancy in the board of directors, occurring either 
 through death, inability, resignation or otherwise, may be filled by the 
 remaining directors for the remainder of the term for which the direc- 
 tor, in whose position the vacancy occurs, was chosen. 
 
 Article 6. The officers of the company shall consist of a presi- 
 dent, vice-president, second vice-president, treasurer, assistant treas- 
 urer, secretary, assistant secretary, actuary, medical directors, counsel 
 and assistant counsel, who shall be elected on the organization of the 
 company; and annually thereafter, by the board of directors. The 
 president, vice-president, second vice-president, treasurer and secre- 
 tary shall be elected from their own number, and no director shall be 
 entitled to any emolument, as such director, unless by a vote of the 
 stockholders in general meeting. 
 
 Article 7. The board of directors shall have power to regulate the 
 rate and amount of premiums and the mode, manner and time of the 
 payment of same, and the amounts to be insured on any one life, and 
 the terms and conditions of such insurance, and shall have power to 
 purchase for the benefit of the company any policies of insurance, divi- 
 dends, or other obligations issued by the company, and shall have power 
 to enact by-laws, rules and regulations for the government of the 
 officers and agents of the company and the conduct of its affairs, not 
 inconsistent with this charter or the constitution and the laws of the 
 State, and such by-laws, rules and regulations may be amended, altered 
 or repealed by a vote of not less than two-thirds (2-3) of the directors. 
 And no by-law, rule or regulation, adopted by the board of directors 
 shall be amended, modified or repealed, either at a regular or special 
 meeting of the board of directors, unless at least thirty (30) days 
 notice shall have been given of the same to each director, stating the 
 object of the meeting and the proposed amendment of the by-laws or 
 rules governing the corporation, which notice shall be deposited in the 
 postoffice at the city of Chicago, directed to the person for whom it is 
 
82 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 intended at his last known address, or delivered to such director in 
 person. 
 
 Article 8. Every stockholder shall be entitled to one vote for 
 every share of capital stock standing in his name on the books of the 
 company, and it shall be lawful for any stockholder of the company, 
 possessing the right to vote, to do so by proxy, duly authorized in writ- 
 ing, in accordance with the by-laws of the company, and every election 
 for directors shall be by ballot and a majority of votes shall elect. 
 
 Article 9. The officers of the company shall annually cause a gen- 
 eral balance statement of the affairs of the company to be made, which 
 shall be open to the inspection of any policyholder for thirty (30) days 
 during the usual hours of business. Such statement shall show the 
 amounts received during the preceding year for premiums, interest 
 and annuities, and also the amounts paid during the same time for 
 losses, expenses, and other disbursements and the balance remaining 
 in the treasury, together with the manner in which the same is in- 
 vested. 
 
 Article 10. The fiscal year of the company shall commence on the 
 first day of January and terminate on the thirty-first (31) day of De- 
 cember in each year. 
 
 Article ii. The board of directors shall possess all the other 
 powers usually vested in board of directors, and not inconsistent with 
 this charter or the laws and the constitution of the State of Illinois 
 and the United States. 
 
 Article 12. After deducting losses, expenses and dividends, the 
 funds and accumulations of the company may be invested in stocks of 
 the United States, or of the State of Illinois, or of any city or town in 
 the State of Illinois, or in any national bank, or in other stocks and 
 securities, in accordance with the by-laws, or in mortgages (being first 
 liens) on real estate, worth at least twice the amount of money loaned 
 thereon, or in like securities of any other State in which this com- 
 pany may at the time lawfully be doing business, under the same re- 
 strictions. 
 
 Article 13. The real estate which it shall be lawful for this com- 
 pany to purchase, hold and convey, shall be : 
 
 1. Such as shall be necessary for its accommodation in the con- 
 venient transaction of its business, 
 
 2. Such as shall have been mortgaged to it in good faith by way of 
 security for loans previously contracted, or for money due. 
 
 3. Such as shall have been conveyed to it in satisfaction, either in 
 whole or in part, of debts previously contracted in the regular course 
 of business. 
 
FEDERAL LIFE. 83 
 
 4. Such as shall have been purchased at sales upon judgments, de- 
 crees or mortgages obtained or made for such debts. 
 
 Article 14. The board of directors shall require the president, 
 secretary and treasurer to give bonds, and the same shall be in such 
 amounts and with such sureties as shall be approved by said board. 
 
 Article 15. The charter of this corporation shall be perpetual. 
 
 Article 16. This charter may be amended or altered by a three- 
 fourths (f) vote of the entire capital stock of the company, at any 
 annual meeting of the stockholders, or any special meeting called for 
 the purpose, provided at least thirty (30) days’ notice in writing of such 
 meeting, or of any proposed amendment or alteration shall have been 
 given to each stockholder by mail, to his last known address, by the 
 secretary, and such notice shall contain a copy of such proposed amend- 
 ment or alteration. 
 
 In witness whereof, we, the undersigned incorporators, have here- 
 unto subscribed our names this first day of August, A. D. 1899. Chas. 
 A. Atkinson, Geo. C. Morgan, Jr., C. E. Whelan, C. W. Adams, D. B. 
 Ainger, Wm. G. Stearns, F. A. Randall, B. O. Smith, J. W. Wegner, 
 J. F. Robinson, Geo. H. Jenney, F. L. B. Jenney, Isaac Miller Hamil- 
 ton, J. Ellsworth Griffin. 
 
 We, Isaac Miller Hamilton and J. C. Denison, president and secre- 
 tary respectively, of the Equitable Inheritance and Life Insurance 
 Company, do hereby certify that at the first meeting of the stock- 
 holders of said company, duly called and held on the 10th day of Feb- 
 ruary, 1900, the following resolution was by said stockholders unani- 
 mously adopted, to wit : 
 
 “Whereas, It is deemed desirable and advisable by the stockholders 
 of the Equitable Inheritance and Life Insurance Company that the 
 name of said company should be changed ; 
 
 “Therefore, Be it resolved, by the said stockholders that the name of 
 said company be changed to, and said company shall hereafter be 
 known, as the Federal Life Insurance Company; and that Article 1, of 
 the charter of said company, heretofore approved by the Superin- 
 tendent of Insurance of the State of Illinois, be amended so as to read 
 as follows : 
 
 “Article i. The name of such corporation shall be the Federal 
 Life Insurance Company, and the principal office for the transaction of 
 business shall be located in the city of Chicago, in the State of Illinois.” 
 
 We further certify that at said meeting more than three-fourths of 
 all the votes represented by the whole stock of said company were voted 
 in favor of said resolution and the change in name of said' company as 
 therein set forth. 
 
84 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Witness our hands as president and secretary, as aforesaid, and the 
 seal of said company this 26th day of February, A. D. 1900. 
 
 ISAAC MILLER HAMILTON, 
 
 President. 
 
 J. C. DENISON, 
 
 Secretary. 
 
 We, the undersigned, corporators of the Equitable Inheritance and 
 Life Insurance Company, do hereby certify that at a meeting of said 
 corporators, duly held on the 10th day of February, 1900, in the city 
 of Chicago, 111 ., the following resolution was unanimously adopted, 
 to wit : 
 
 “Whereas, it is deemed desirable and advisable by the corporators of 
 the Equitable Inheritance and Life Insurance Company that the name 
 of said company should be changed : 
 
 “Therefore, Be it resolved, that the name of said company be 
 changed to, and the said company shall hereafter be known as the 
 ‘Federal Life Insurance Company,’ and that Article 1 of the charter 
 of said company, heretofore approved by the Superintendent of Insur- 
 ance of the State of Illinois, be amended so as to read as follows : 
 
 “Article i. The name of such corporation shall be the ‘Federal 
 Life Insurance Company,’ and the principal office for the transaction 
 of business shall be located in the city of Chicago in the State of 
 Illinois.” 
 
 Witness our hands, as such corporators this 26th day of February, 
 A. D. 1900. J. Ellsworth Griffin, Isaac Miller Hamilton, F. L. B. 
 Jenney, C. A. Atkinson, C. W. Adams, Burton O. Smith, Wm. G. 
 Stearns, J. W. Wegner, F. A. Randall. 
 
 I, Isaac Miller Hamilton, president of the Federal Life Insurance 
 Company, of Chicago, 111 ., do hereby certify that, at the regular annual 
 meeting of the stockholders of said company held at the office of said 
 company, in said city of Chicago, on the 15th day of January, A. D. 
 1901, there was submitted to a vote of said stockholders the proposition 
 to increase the capital stock of said company from one hundred and 
 twenty-five thousand dollars ($125,000) to one hundred and fifty thou- 
 sand dollars ($150,000) and I further certify that more than two- 
 thirds (2-3) of all the votes represented by the whole stock of said 
 corporation voted in favor of the said proposition. 
 
 I further certify that at said meeting more than two-thirds (2-3) of 
 the entire stock of said company was represented. 
 
 I also certify that due notice was given to each of the stockholders 
 of said company of said meeting. 
 
FEDERAL LIFE. 
 
 85 
 
 Witness my hand and the seal of said corporation at Chicago, this 
 31st day of July, A. D. 1901. 
 
 ISAAC MILLER HAMILTON, 
 
 President. 
 
 Amendment to Charter. 
 
 I, R. N. Wilbur, assistant secretary of the Federal Life Insurance 
 Company, do hereby certify that at the regular annual meeting of the 
 stockholders of said company, held at its home office, in the city of 
 Chicago, 111 ., on the 10th day of February, 1900, the following amend- 
 ment to the original charter was duly and legally adopted : 
 
 “Resolved, That Article 1 of the charter of this company be amended 
 so as to read as follows : 
 
 “Article i. The name of such corporation shall be the Federal 
 Life Insurance Company, and the principal office for the transaction of 
 its business shall be located in the city of Chicago, in the State of 
 Illinois.” 
 
 I further certify that at the regular annual meeting of the stock- 
 holders of said company, held at its home office, in the city of Chicago, 
 111 ., on the 15th day of January, 1901, the following resolution was 
 duly and legally adopted: 
 
 “Resolved, That the president and treasurer are hereby authorized 
 to take such action as may be necessary, at such time as they deem 
 best, to perfect and legalize an increase of the capital stock from 
 $125,000 to $150,000; and the president and treasurer are hereby 
 authorized, if they deem it wise so to do, to sell said $125,000 of stock, 
 or any part thereof, the same to be sold for cash at not less than par, 
 and on such terms as to them shall seem for the best interests of the 
 company ; and in the event of the sale of said stock, or any part thereof, 
 and on full payment therefor, the president and secretary are hereby 
 authorized and directed to issue certificates of stock to the parties en- 
 titled thereto.” 
 
 I further certify that in accordance with the said resolution of Feb- 
 ruary 10th, 1900, the original charter of the said Federal Life Insur- 
 ance Company was amended, changing the name of said company 
 from the Equitable Inheritance and Life Insurance Company to the 
 Federal Life Insurance Company. 
 
 I further certify that in accordance with the said resolution of Jan- 
 uary 15, 1901, the original stock of the said company was increased 
 from $125 000 to $150,000. 
 
 I further certify that there have beer no other amendments made to 
 the charter of the said Federal Life Insurance Company. 
 
86 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 In witness whereof. I have hereunto subscribed my name as as- 
 sistant secretary of said company, and affixed the corporate seal thereof, 
 this thirteenth day of November, 1903. 
 
 R. M. WILBUR, 
 
 (Seal.) Assistant Secretary. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. 1. The officers of this corporation shall be a president, vice-president, 
 second vice-president, treasurer, assistant treasurer, secretary, assistant secretary, 
 actuary, medical directors, counsel, and assistant counsel, who shall hold their 
 offices respectively, for one year and until their successors are elected and 
 qualified. 
 
 Sec. 2. The officers of the company shall be elected by the board of directors 
 at the first meeting thereof, and annually thereafter, provided the president, 
 vice-president, second vice-president, treasurer and secretary shall be elected 
 from the members of the board of directors, and provided, the offices of vice- 
 president and treasurer, may be held by the same person. 
 
 Sec. 15. The president, treasurer, assistant treasurer, secretary, and assistant 
 secretary, shall each give bonds to the company with sufficient sureties to be 
 approved by the board of directors, and in sums to be fixed by said board for 
 the faithful performance of their respective duties, and for the full and faithful 
 accounting for all the properties, moneys, and funds of the company, that may 
 come to their hands or under their control respectively. The board of directors 
 shall have authority to require bonds from any and all other officers, agents and 
 employees of the company. 
 
 Sec. 16. The annual meetings of the stockholders shall be held in the city of 
 Chicago, Illinois, on the third Tuesday in January in each year at ten o’clock in 
 the forenoon after the year 1900, and the secretary shall give at least thirty (30) 
 days’ notice to each stockholder of each of said annual meetings, either per- 
 sonally, or by mail to his last known address. 
 
 Sec. 17. The board of directors shall hold its first regular annual meeting 
 immediately after the first meeting of the stockholders of the company, at the 
 home office of the company in the city of Chicago, and regular meetings of said 
 board shall thereafter be held on the third Tuesday in the months of July and 
 October in the year 1900, at ten o’clock in the forenoon, and thereafter the quar- 
 terly meetings of said board shall be held on the third Tuesday in the months of 
 January, April, July and October in each year, and at each of said meetings of 
 said board, reports as to the business of the company during the previous quarter 
 shall be made by the officers of the company. The annual meeting of said board 
 shall be the first meeting thereof held after the annual meeting of the stock- 
 holders. The said board shall have authority to meet at such other times, as 
 in its judgment the business of the company may require, or upon call as here- 
 inafter provided. 
 
 Sec. 18. Special meeting? of the board of directors may be called by the 
 president or by any five (5) members of said board, and the secretary shall give 
 to each director at least five (5) days’ notice of the same, stating the object of 
 the special meeting, which notice shall be served either by mail to the last known 
 address of each director or personally. 
 
FEDERAL LIFE. 
 
 87 
 
 Sec. 19. Ten members of the board of directors shall constitute a quorum 
 for the transaction of business at all regular, special and called meetings of the 
 board of directors. 
 
 Sec. 20. At all meetings of the stockholders a majority of the amount of the 
 stock of the company then outstanding shall be necessary for the election of 
 directors, or for the passage of any resolution, or the transaction of any business 
 and the election of directors shall be by ballot. Each stockholder shall be en- 
 titled to one vote for each share of stock held by him as shown on the books 
 of the company, but any stockholder may vote by proxy; such proxy shall be 
 appointed in writing, subscribed by such stockholder and filed with the secretary, 
 at, or before the time of such meeting. 
 
 Sec. 21. The board of directors shall at their last meeting previous to the 
 annual meeting of the stockholders of the company elect three (3) inspectors 
 who shall not be members of the board of directors and who shall act as tellers 
 at the annual meeting of said stockholders for the election of directors. 
 
 Sec. 22. The board of directors shall at each annual meeting, also elect, from 
 their own number, an executive committee and a finance committee. At each 
 annual meeting the said board shall also elect an auditing committee, provided, 
 however, that no director shall be a member of said auditing committee. 
 
 Sec. 23. The executive committee shall consist of five members of the board 
 of directors, of which committee the president shall be a member. Three mem- 
 bers of this committee shall constitute a quorum for the transaction of business. 
 The executive committee shall have power and authority, when the board of 
 directors is not in session, to do and perform such ministerial acts and duties in 
 the transaction of the business of the company as the board of directors does 
 or can possess by virtue of the acts of incorporation, or any other acts affecting 
 the power and authority of the corporation or its board gf directors, or by virtue 
 of these by-laws, or any laws of this State. The executive committee shall keep 
 a record of all its transactions which shall be reported to the board of directors 
 at each quarterly meeting thereof, and all the transactions of said executive com- 
 mittee shall be subject to the approval and under the supervision of the board 
 of directors, but all the acts and transactions of said executive committee not 
 disapproved, rescinded, modified or annulled by the board of directors shall be 
 held and taken to be approved and confirmed by the said board, and the said 
 executive committee shall have all the necessary incidental powers to carry out 
 such business as the board of directors may specially delegate to it. 
 
 Sec. 24. The finance committee shall consist of five members of the board of 
 directors, of which committee the president and treasurer shall be members. 
 Three members of said committee shall constitute a quorum for the transaction 
 of business. The finance committee shall have the charge of investing and man- 
 aging the company’s assets, subject to the instructions and directions of the board 
 of directors ; specify what loans may be made and fix the terms and conditions 
 thereof or the modifications of the same ; shall have charge of the purchasing of 
 bonds or other securities in which the company is authorized by law to invest 
 its funds as they, from time to time, deem expedient, and such other and further 
 powers as the board of directors may specially delegate to said committee, sub- 
 ject always to the approval of and under the supervision of the board of direc- 
 tors. Said committee shall keep a record of all its transactions and report the 
 same in full to the board of directors at each quarterly meeting thereof ; the 
 acts and transactions of the finance committee shall be taken to be approved 
 
88 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 and confirmed by the board of directors unless specially disapproved, rescinded, 
 modified or annulled by said board. 
 
 Sec. 25. The auditing committee shall consist of three (3) members. They 
 shall at the close of each year’s business, or as much oftener, as the board of 
 directors may require, examine all the receipts and disbursements of the com- 
 pany for the preceding year and report to the board of directors and stockholders 
 the results of such examination. Such report shall show the amount and con- 
 dition of the assets and securities of the company at the close of the preceding 
 year together with a detailed list of ail securities owned or held by the company. 
 
 All members of the said executive committee, finance committee and auditing 
 committee shall hold their offices for one year, and until their successors shall 
 have been elected and have qualified. All reports required by these by-laws 
 shall be in writing and signed by all the members of the committee agreeing 
 thereto, or by the officer making the same. 
 
 Sec. 26. No risk shall be taken by this company on any one life in a sum 
 exceeding twenty thousand dollars ($20,000.00) 
 
 Sec. 27. The stock of this company shall be transferable only on the books 
 of the company, and the secretary shall make such transfers when duly and 
 legally authorized so to do in writing, and upon the surrender of the then out- 
 standing certificate of stock, but no transfer of stock shall be made on the books 
 of the company during or within ten (10) days previous to any annual meeting of 
 the stockholders. When such transfer shall have been made on the books of 
 the company the old certificate of stock shall be canceled and a new certificate 
 or certificates issued to the party or parties entitled thereto. 
 
 Sec. 29. The president, secretary and treasurer, shall constitute a committee 
 on insurance and agencies, a majority of whom shall constitute a quorum for 
 the transaction of business ; and such committee shall advise and confer with the 
 superintendent of agencies as to the management of the business of that depart- 
 ment, and shall have supervision of the employment of agents and the fixing of 
 their compensation, and no salary, compensation or contract providing for an 
 advance to any agent to be repaid out of his commissions on first and renewal 
 premiums shall be made with any agent unless the same shall have been submitted 
 to, and approved by said committee, but the said superintendent of agencies shall 
 have authority to make commission and brokerage contracts with agents within 
 such limit as to territory, terms and compensation as said committee may de- 
 termine without submitting them to said committee for approval. 
 
 Sec. 30. Investments of the company’s funds may be made in the form of 
 notes, as well as bonds, the same to be secured by mortgages on unincumbered 
 real estate, and no loan shall be made by the company on security of country 
 real estate except on improved farms, and then not to exceed one-half (54) the 
 value of the property offered on security, exclusive of buildings. 
 
 Sec. 31. No interest or matured principal shall be allowed to remain over- 
 due longer than six (6) months on any note or bond and mortgage to the com- 
 pany without proceedings to collect the same being directed by the treasurer 
 unless the finance committee shall authorize an extension. 
 
 Sec. 32. No payment of the principal of any note or bond secured by mort- 
 gage on real estate shall be deemed valid or binding upon the company except 
 upon joint receipt of the president and treasurer. 
 
 Sec. 33. Before any loan shall be made of the funds of the company, the title 
 of the property proposed to be mortgaged to secure the same shall be examined 
 
FEDERAL LIFE. 
 
 89 
 
 and approved by the counsel; and the mortgage and note or bonds secured 
 thereby, duly reported by the counsel in writing, to be properly and duly ex- 
 ecuted, shall be delivered to the treasurer, together with the abstract of title, 
 and other evidences of legal ownership by the party applying for the loan on the 
 mortgaged premises; and before, or at the time any money is paid to the appli- 
 cant on account of the loan, the mortgage shall be duly filed for record in the 
 proper office and the abstract of title showing all conveyances affecting the 
 premises, together with original searches for judgment, mortgage or other liens 
 attached, and also liens for taxes and assessments and showing a clear, good 
 and sufficient title in fee in the party applying for the loan, shall be continued to 
 the time of such payment. The requisite policies of fire insurance shall also be 
 furnished and such other things shall be done and action taken under the direc- 
 tion of the finance committee as in its judgment may be deemed necessary to 
 make perfect the company’s security and protect its interest; payment may be 
 made and the loan closed through the company’s accredited agent appointed for 
 that purpose but in such manner as the treasurer may direct. 
 
 Sec. 34. No commission, direct or indirect, shall be received by any officer, 
 agent, or employee of this company for procuring or assisting in the procuring 
 of any loan or loans, from this company. 
 
 Sec. 35. The money and funds of the company shall be paid out only on 
 authority therefor by the board of directors, the executive committee, or the 
 finance committee, as authorized by these by-laws. 
 
 Sec. 36. The secretary shall draw and sign all warrants on the treasurer for 
 the payment of the obligations of the company, and the same shall be counter- 
 signed by the president and upon receipt of such warrants the treasurer shall 
 draw his checks as treasurer, on the funds of the company in payment thereof. 
 
 Sec. 37. The president, secretary and treasurer shall be, and constitute, a 
 special committee of which the president shall be chairman, and it shall be the 
 duty of this committee to examine and pass upon all death claims and the de- 
 cision of the majority of said committee shall be final. Said committee shall 
 make report to the board of directors at the quarterly meetings thereof, which 
 report shall show in detail the action of said committee for the previous quarter 
 and all of said reports shall be signed by the secretary. 
 
 Sec. 38. Proofs of death shall be filed with the secretary, who on receipt of 
 the same, shall examine the records of the company, and ascertain whether or not 
 the policy was in force at the time of death. He shall make a written report of 
 such examination to the counsel and also deliver to him all proofs of death and 
 papers connected with or relating to said risk. On receipt of said report, proofs 
 and papers, the counsel shall make investigation thereof and report in writing 
 his opinion as to the validity of such claims. The counsel shall deliver said 
 reports, proofs and papers to the special committee having in charge the matter 
 of examining and passing upon death claims. 
 
 Sec. 39. These by-laws may be amended or altered at any annual, quarterly 
 or special meeting of the board of directors, by a two-thirds (%) vote of the 
 entire membership of said board, provided, thirty (30) days’ notice in writing, 
 of such proposed amendment or alteration shall have been given each member 
 of said board by mail to his last known address, or personally, by the secretary,, 
 and such notice shall contain a copy of such proposed amendment or alteration. 
 
CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 *90 
 
 THE FIDELITY MUTUAL LIFE INSURANCE COMPANY. 
 
 Amended Charter of The Fidelity Mutual Life Insurance Company, of 
 Philadelphia, Pa. 
 
 Know all men by these presents, that we, L. G. Fouse, president, 
 and W. S. Campbell, secretary of the Fidelity Mutual Life Association, 
 hereby certify that at a special meeting of the members of said associa- 
 tion held at its principal office in the city of Philadelphia and State of 
 Pennsylvania, on the 27th day of July, A. D., one thousand eight hun- 
 dred and ninety-nine, for the purpose of amending the charter thereof, 
 the following resolution was unanimously adopted, 2473 votes having 
 been cast in favor of the same and none against it. 
 
 Resolved, That in pursuance of an Act of the General Assembly of 
 the Commonwealth of Pennsylvania, under which the Fidelity Mutual 
 Life Association was incorporated, entitled “A supplement to an act 
 entitled ‘An Act to establish an Insurance Department,’ approved the 
 first day of April, one thousand eight hundred and seventy-three, pro- 
 viding for the incorporation and regulation of insurance companies, 
 and relating to insurance agents and brokers and to foreign insurance 
 companies.” Approved the first day of May, A. D., one thousand eight 
 hundred and seventy-six, the charter of said association, under the 
 provisions of said act, be amended so that hereafter it shall be and read 
 as follows : 
 
 1. The name of the corporation is the Fidelity Mutual Life Insur- 
 ance Company. 
 
 2. The class of insurance for which it is constituted is the second or 
 life class. 
 
 3. The plan or principle upon which the business is to be conducted 
 is the mutual. 
 
 4. The place in which it is to be established and located is Phila- 
 delphia, Pa. 
 
 5. It has no capital stock, but has a surplus in lieu of guaranty 
 capital exceeding $200,000 above its reinsurance reserve and all its 
 other liabilities. 
 
 6. The general objects and purpose of the company are to make 
 insurance upon the mutual principle upon the lives of individuals and 
 every insurance appertaining thereto or connected therewith, and to 
 grant and purchase annuities. 
 
FIDELITY MUTUAL. 
 
 91 
 
 7. The proposed duration of the company is perpetual. 
 
 8. The powers it proposes to have and exercise are to have per- 
 petual succession, to adopt and have a common seal, and the same to 
 alter at pleasure, to sue and be sued, and in general to exercise the 
 powers of a corporate body, and make such contracts as may be neces- 
 sary to carry out its general objects or purpose as herein set forth, and 
 to possess and exercise all the rights, powers and privileges as though 
 originally incorporated with a guaranty capital of $200,000 under the 
 Act of the General Assembly aforesaid. 
 
 L. G. FOUSE, 
 
 President. 
 
 W. S. CAMPBELL, 
 Secretary. 
 
 Insurance Department. 
 
 Harrisburg, July 29, 1899. 
 
 The title of the company named in the within certificate, namely, the 
 Fidelity Mutual Life Insurance Company, is hereby approved. 
 
 SAM. W. McCULLOCH, 
 Deputy Insurance Commissioner. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article i. The objects and purpose of the company are: “To make insurance 
 upon the mutual principle upon the lives of individuals and every insurance 
 appertaining thereto or connected therewith, and to grant and purchase annui- 
 ties.” 
 
 Article 2. Sec. i. — -The officers of this company shall consist of a president, 
 vice-president, and, at any time, at the option of the directors, a second and 
 third vice-president, secretary and treasurer. 
 
 Sec. 2. There shall also be an assistant secretary, assistant treasurer, actuary, 
 one or more medical directors, an executive committee of three, a finance com- 
 mittee of five, and not less than nine, nor more than thirteen directors. 
 
 Sec. 3. The executive officers named in the first section, and the assistants, 
 actuary, and medical directors named in the second section, shall be elected 
 annually by the board of directors at their first meeting after the annual election 
 of directors, and shall continue in office until their successors are duly elected. 
 
 Sec. 4. The board of directors created under section 2 of this article shall 
 be competent to exercise all the powers vested in it by law, and shall be elected 
 annually at the annual meeting of the members which shall be held on the 
 second Tuesday of January, and the members in attendance shall constitute a 
 quorum. The election shall be held at the home office of the company between 
 such hours as the board of directors at their December meeting preceding may 
 designate. Members may vote in person, by proxy, or attorney. Each member 
 shall be entitled to one vote. 
 
 Sec. 5. Stated meetings of the directors shall be held at the office of the 
 
92 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 company on the first Tuesday of each month, and special meetings may be called 
 at any time by the president, by giving the directors notice in writing. 
 
 Sec. 6. The executive committee shall consist of the president, vice-president, 
 and one member of the board, who shall be elected annually at the first meeting 
 of the directors after the annual election, and shall supervise the business, fix 
 the salaries or compensation of clerks, and shall report to the directors for their 
 approval at regular and special meetings. 
 
 Sec. 7. The finance committee shall consist of five members of the boards 
 whose duty it shall be to direct the investment of the funds of the company, and 
 report to the board of directors for its approval. 
 
FRANKLIN LIFE. 
 
 93 
 
 FRANKLIN LIFE INSURANCE COMPANY. 
 
 State of Illinois, 
 
 Sangamon County. 
 
 To Hon. James R. B. Van Cleave, Superintendent of Insurance: 
 
 We, the undersigned, citizens of the State of Illinois, hereby declare 
 our intention to organize and incorporate a company to make insurance 
 upon the lives of persons, and every insurance pertaining thereto or 
 connected therewith, and to grant and dispose of annuities. 
 
 We propose to adopt the following charter : 
 
 The name of the company shall be the Franklin Life Insurance Com- 
 pany, to be located at Springfield, 111 . 
 
 The corporate powers of the company shall be exercised by a board 
 of nine directors, a majority of whom shall be citizens of the State of 
 Illinois. 
 
 At the first election of directors a full board shall serve for one year ; 
 three for two years, and three for three years ; and at each succeeding 
 annual meeting three directors shall be elected to serve for three years. 
 
 In case of vacancy in the board of directors, the same shall be filled 
 by a majority vote of the board of directors until the next annual meet- 
 ing, when a director shall be elected in the regular way to fill the un- 
 expired term. 
 
 The officers of the company shall be elected annually by the directors 
 at the first meeting of the directors after the annual meeting of the 
 policyholders. 
 
 The directors shall have power to make such by-laws not incon- 
 sistent with the constitution and laws of the State as may be deemed 
 necessary for the government of the officers and the conduct of its 
 affairs, and to alter and amend said by-laws when considered neces- 
 sary. 
 
 The officers and their respective duties shall be defined by the by-laws. 
 
 The guarantee capital stock shall be $100,000, being four thousand 
 shares of $25 each.* 
 
 The object and purposes of the company are to make insurance upon 
 the lives of persons, and every insurance pertaining thereto or con- 
 nected therewith, and to grant and dispose of annuities, pursuant to 
 the provisions of the act entitled “An act to organize and regulate the 
 
 * The capital of $100,000 was subsequently retired, and the company became purely mutual. 
 
94 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 business of life insurance,” approved May 26, 1869, and acts amenda- 
 tory thereto. 
 
 The manner of conducting the company shall be upon the mutual 
 plan, but said guarantee capital is to be redeemed and canceled and 
 said company operated as a purely mutual company as soon as the funds 
 can be provided for the redemption of the guarantee capital, and the 
 election of directors shall be by ballot either in person or by proxy, 
 each policyholder being entitled to one vote. Signed, Howard K. 
 Weber, R. F. Herndon, B. H. Ferguson, Edgar S. Barnes, George N. 
 Black, Joseph M. Grout, James H. Barkley, George B. Stadden, J. P. 
 Lindley. 
 
GERMANIA LIFE. 
 
 95 
 
 THE GERMANIA LIFE INSURANCE COMPANY. 
 
 Article i. [Name and Location.] — The name of this company 
 shall be “The Germania Life Insurance Company.” It shall be lo- 
 cated in the city of New York. 
 
 Article 2. [Business.] — The business of this company shall be to 
 make insurance upon the lives of individuals and every insurance ap- 
 pertaining thereto or connected therewith, and to grant, purchase or 
 dispose of annuities. 
 
 Article 3. [Corporate Powers.] — The corporate powers of said 
 company shall be exercised by a board of directors, and such officers 
 and agents as said board may appoint. 
 
 [Number of Directors.] — The number of directors shall be twenty 
 (20) ; but the board may at any of its meetings, held pursuant to notice, 
 given as hereinafter provided, by resolution increase the number of the 
 directors to not more than fifty. No resolution increasing the number 
 of directors shall be valid, unless passed at a meeting held pursuant 
 to notice given to the directors, that the subject of increasing the 
 number of directors will be brought before the board at such meeting. 
 And the giving of such notice shall be directed by a resolution of the 
 board passed at a previous meeting. Whenever the board shall thus 
 resolve to increase the number of directors, the whole additional number 
 shall be elected at the next succeeding election of directors, besides those 
 to be elected to supply vacancies to be filled at such election. And the 
 ballots shall designate which are voted for to supply vacancies, and 
 which as additional directors. Immediately after such election, the 
 additional directors shall be equally distributed by lot among the five 
 classes; and one-fifth of the total number shall be thereafter elected 
 annually, in the same manner as hereinafter provided in regard to the 
 twenty (20) directors above mentioned. 
 
 [Directors must be Stockholders.] — (As amended 1890 under pro- 
 visions of chapter 650, laws of 1887.) A majority of the directors shall 
 be citizens of the State of New York, and each director shall be the 
 proprietor of at least ten shares of the capital stock of the company, 
 and shall hold such stock at least thirty days before his election as 
 directors ; or he shall be a person whose life is insured with the company 
 by a policy, the legal reserve on which shall be not less than five hun- 
 dred dollars. (As amended April 24, 1901.) 
 
 Article 4. [Electing Directors and Officers.] — The following- 
 
96 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 named persons shall constitute the first board of directors, and shall 
 hold office until their successors are appointed: Lewis E. Amsinck, 
 
 Herman Marcuse, Isaac Bernheimer, Oswald Ottendorfer, Charles 
 Breusing, Hermann Rose, Elie Charlier, Max Schaefer, C. Godfrey 
 Gunther, John F. Schepeler, John H. Hardt, Frederick Schwendler, 
 Louis Jay, Joseph Seligman, Edward Kaupe, Leonard J. Stiastny, 
 Peter Kauth, Edward von der Heydt, Frederick Kapp, Louis von 
 Hoffmann, Gustav Kutter, David Wallerstein, Jeremiah Larocque, 
 Hugo Wesendonck, Johannes Lienau, Bernhard Westermann, Edward 
 Luckemeyer, John Westfall, Charles Luling, Melvin S. Whitney. 
 
 [Terms of Office of Directors .] — In case either or any of the above 
 named persons shall decline to serve, or prove to be ineligible, the 
 vacancy or vacancies may be filled by the remaining directors. The 
 board of directors shall, immediately after the organization of the com- 
 pany, divide itself by lot into five equal classes. The term of the first 
 class shall expire at the end of one year from December 31, i860; that 
 of the second at the end of two years from that time ; that of the third 
 at the end of three years from that time ; that of the fourth at the end 
 of four years from that time ; and that of the fifth class at the end of 
 five years from that time ; and so on successively, in each and every sub- 
 sequent year. After the year i860, one-fifth of the board of directors 
 shall be elected annually, on the second Wednesday in the month of 
 December in each year, and shall hold office for five years, or until their 
 successors are chosen ; but any director shall be re-eligible. 
 
 [Annual Election.] — The annual election of directors shall be held 
 at the principal office of the company in the city of New York, and of 
 which fourteen days’ previous notice shall be given, in at least two of 
 the daily newspapers published in said city. 
 
 [Inspectors of Election.] — The first board of directors shall appoint 
 three inspectors of election, and afterwards at every election of direc- 
 tors, three persons shall be chosen by the persons entitled to vote for 
 directors, as inspectors of the next succeeding election. No director 
 shall be appointed an inspector of election, and no inspector shall be 
 elected a director at an election of which he acts as inspector. 
 
 [Stockholders to Vote.] — The directors shall be elected by ballot, 
 and a plurality of votes shall elect. In the election of directors, every 
 stockholder in the company shall be entitled to one vote for every share 
 of stock held by him; every policyholder paying at least one hundred 
 dollars per annum in premiums, or annuitant entitled to an annuity of 
 not less than one hundred dollars per annum shall be entitled to one 
 vote ; and every person whose life is insured by a policy, the legal 
 reserve on which at the end of the last policy year amounted to one 
 
GERMANIA LIFE. 
 
 97 
 
 hundred dollars or more, shall be entitled to one vote for each even 
 hundred dollars of the amount of such reserve, and all of such votes 
 may be given in person of by proxy. (As amended April 24, 1901.) 
 
 [ Election of Officers . \ — The board of directors shall immediately 
 after their organization, and annually after each election, elect from 
 among their number a president and a vice-president. In case the vice- 
 president shall at the same time hold any other office than that of a 
 director in the company, he shall not act as president thereof, unless he 
 shall refrain from performing the duties of such other office during 
 the time that he shall so act as president, but a temporary president may 
 be chosen by the board or the president from among the members of the 
 board to act as such during the absence or disability of the president. 
 Such appointment when made by the president shall remain in force 
 only until the next meeting of the board of directors. (As amended 
 October 25, 1899.) The board may also appoint at any time from their 
 number a president to act temporarily, when the president and vice- 
 president shall be absent, interested, or unable to act. The board of 
 directors may also, at any time, appoint a secretary, and such other 
 officers as they may deem requisite, and who shall hold office upon such 
 tenure as the board of directors shall prescribe. 
 
 Article 5. [Vacancies .] — Vacancies in the board of directors oc- 
 curring in the intervals of elections, by death, resignation or otherwise, 
 may be filled by the board in the manner to be hereafter provided for 
 in the by-laws. The directors shall supply any vacancy, occasioned by 
 the omission to serve, of any inspector of election. In case of failure to 
 elect on the day of election, the remaining directors, whose places 
 were not to have been supplied at such election, shall have power to 
 elect directors to fill the places of those, whose successors were to have 
 been chosen at such election, but have not been by reason of such 
 failure to elect, and also any additional directors to have been chosen 
 at such election, but not chosen thereat. The board of directors shall 
 have power to supply any vacancy in any office. 
 
 Article 6. [Capital .] — The capital of said company shall be two 
 hundred thousand dollars, divided into four thousand shares, of fifty 
 dollars each, which shall be personal property, transferable only on the 
 books of the company, in conformity with its by-laws. The holders of 
 the said capital stock may receive interest thereon, at a rate not ex- 
 ceeding seven per cent per annum. For such interest the board of di- 
 rectors may declare dividends and designate the time and manner of 
 their payment. No division of profits shall be made, until the stock- 
 holders shall have first received interest at the rate of seven per cent 
 per annum on the amount of the capital stock. 
 
9 8 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Article 7. [Quorum.] — Seven directors shall constitute a quorum 
 for the transaction of business; but the board of directors shall have 
 power to increase this number by a by-law. 
 
 Article 8. [By-Laws.] — The board of directors shall have power 
 to enact by-laws for the government of the officers and agents, and for 
 the management of the affairs of the company, not inconsistent with 
 this charter, or with the constitution and laws of this State, or of the 
 United States. No alteration or amendment of the by-laws, nor any 
 addition thereto, shall be made except by an affirmative vote of a 
 majority of all the directors. The board shall be convened for such 
 purpose by a notice to each director, expressing the subject of the alter- 
 ation, amendment, or addition proposed to be made, and the yeas and 
 nays shall be taken on each question. 
 
 Article 9. [Fiscal Year.] — The fiscal year of the company shall 
 commence on the first day of January, and terminate on the thirty- 
 first day of December in each year. 
 
 Article 10. [Terms and Rates.] — The board of directors may 
 regulate the amount of premiums, and the manner of payment of the 
 same, and may limit by a by-law the amount to be insured on any one 
 life. 
 
 Article ii. [Additional Powers of the Board.] — In case of the 
 non-payment when due, of any premium on any policy of insurance 
 issued by this company, or in case of the violation of any other condi- 
 tion of the policy, the board of directors may forfeit such policy and 
 apply all previous payments to the benefit of the company. The board 
 of directors shall have power to purchase for the benefit of the company 
 any policy of insurance or other obligation it may have issued. The 
 board shall possess all other powers usually vested in boards of direc- 
 tors, and not inconsistent with this charter or the constitution and laws 
 of this State or of the United States. 
 
 Article 12. [Loans.] — No loan of the funds of this company shall 
 be made to any director or officer of the company. 
 
 Article 13. [Division of Profits.] — Within three months after the 
 expiration of the year eighteen hundred and sixty-seven, the officers of 
 the company shall cause a general statement to be made, and a balance 
 to be struck of the affairs of the company, which shall exhibit the 
 amount of surplus or net profits of the company, as near as the same 
 can be ascertained, after deducting a sufficient amount to reinsure all 
 outstanding risks, and to cover other contingencies, as provided by law. 
 Twenty per cent of the net profits thus ascertained, in addition to the 
 amount to be divided among the stockholders for interest on the 
 capital, pursuant to Article 6, shall be apportioned and divided in cash 
 
GERMANIA LIFE, 
 
 99 
 
 among the holders of the capital stock of the company, and the remain- 
 ing eighty per cent of the said net profits shall be equitably divided in 
 cash, or at the choice of the assured in such other manner as the board 
 of directors may determine among those policyholders, who by the 
 terms of their policies participate in the profits, subject to the regula- 
 tions of the board of directors, from time to time, as to the period 
 during which a policy must have been in force to entitle the holder to 
 such participation, and as to the period for which dividends shall be 
 declared. And on or before the first day of July, in the year one thou- 
 sand eight hundred and sixtv-nine, and in every subsequent year, or at 
 such other times as the board of directors may determine, the officers of 
 the company shall cause a general statement to be made and a balance 
 to be struck, as aforesaid. After deducting a sufficient amount to re- 
 insure all outstanding risks, and to cover other contingencies, as pro- 
 vided by law, a sum equal to five per cent per annum of the capital 
 stock, in addition to the amount to be divided among the stockholders 
 for interest on the capital, pursuant to Article 6, shall be apportioned 
 among the holders of the capital stock of the company and the remain- 
 ing net profits shall be equitably divided in cash or at the option of the 
 assured in such other manner, as the board of directors may determine, 
 among those policyholders who, by the terms of their policies, partici- 
 pate in the profits, subject to the regulations of the board of directors 
 from time to time, as to the period during which a policy must have 
 been in force to entitle the holder to such participation, and as to the 
 period for which dividends shall be declared. In case of the death of 
 any party insured, his rateable portion of the profits which may have 
 accrued prior to his death and since the last division of profits, shall 
 at the next succeeding term of dividing profits, be paid in cash to his 
 legal representatives or assigns. (As amended by law passed April 5, 
 1867, chapter 258.) 
 
 Article 14. [Commissioners to open Books of Subscription.] — 
 Gustav Kutter, John F. Shepeler, Frederick Schwendler, Hugo Wesen- 
 donck, Melvin S. Whitney shall be commissioners to open books for 
 subscriptions to the capital stock of the company, at such times and 
 places as shall be proper, and to keep the same open until the full 
 amount of two hundred thousand dollars shall be subscribed. A ma- 
 jority of the said commissioners may perform these duties. 
 
 In witness whereof, we, the undersigned corporators, have hereunto 
 subscribed our names this tenth day of April, one thousand eight hun- 
 dred and sixty. L. E. Amsinck, John F. Schepeler, M. S. Whitney, 
 Max Schaefer, August Belmont, C. Godfrey Gunther, Friederich Kapp, 
 Fredk. Schwendler, E. Kaupe, Hugo Wesendonck, Isaac Bemheimer, 
 
IOO 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Rufus L. Lord, J. H. Hardt, Edward von der Heydt, L. J. Stiastny, 
 Adolphus Oechs, Louis Jay, Joseph Seligman, Gustav Kutter, Peter 
 Kauth, Edward Luckemeyer, Johannes Lienau, Oswald Ottendorfer, 
 Elie Charlier, D. Wallerstein, C. Breusing, Louis A. von Hoffmann, 
 Chas. Luling, Herman Marcuse, Jere. Larocque. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article i. Meetings of the Board. Sec. i. — Stated meetings of the direc- 
 tors shall be held on the fourth Wednesday of January, April, July and October 
 of each year, and a report shall be made to them by the president, of the trans- 
 actions and business of the company during the previous quarter, stating par- 
 ticularly the contracts that have been made, the sums of money that have been 
 received, and on what account, the manner in which the same have been invested 
 or paid, and the amount remaining on hand; and a general balance sheet, ex- 
 hibiting a full statement of the funds, investments, payments, and all claims for 
 losses. A daily record shall also be kept stating the policies issued, the deaths 
 reported, the policies surrendered and the deposits in banks and trust companies, 
 which shall be open to the inspection of any member of the board. (As amended 
 January n, 1888, and March 25, 1891.) 
 
 Sec. 2. There shall also be, after the year i860, an annual meeting on the 
 Saturday following the second Wednesday of December, for the election of a 
 president, a vice-president and standing committees. 
 
 Sec. 3. The president may at any time call a special meeting of the directors 
 in his discretion ; he shall also call a special meeting whenever three of the direc- 
 tors shall request him in writing to do so. All stated and special meetings shall 
 be called by a written or printed notice to each director, but no business shall 
 be taken up or transacted at a special meeting except that referred to in said 
 notice, unless with the consent of a majority of the whole board, expressed by 
 their votes at such meeting. 
 
 Article 2. Vacancies in the Board. — Vacancies in the board of directors 
 shall be filled at the next or a subsequent meeting after such vacancy is declared, 
 and at a meeting subsequent to that at which the nomination of a person to fill 
 said vacancy is made. Notice of an election to be inserted in the call issued to 
 the directors for the meeting. 
 
 Article 3. Officers. — The officers of this company shall consist of a president, 
 a vice-president, and a secretary; but the directors may at first, and until they 
 shall deem that the interest of the company requires the appointment of a sepa- 
 rate person as secretary, appoint the vice-president acting secretary, in which 
 case he shall, while holding such appointment, perform the duties of secretary 
 and not act as president of the company. The board may also appoint an 
 actuary or consulting actuary, one or more physicians and such law officers and 
 other officers, as may be required. 
 
 Article 4. Duties of Officers. Sec. i. — The president shall preside at all 
 meetings of the directors, and shall be ex-officio member cf all standing commit- 
 tees, except the auditing committee. He shall have the general direction and 
 superintendence of the affairs of the company and exclusive charge of the cor- 
 porate seal of the company, with power to affix the same to contracts of insur- 
 
GERMANIA LIFE. 
 
 IOI 
 
 ance, endowments and annuities ; to certificates acknowledging satisfaction of 
 mortgages ; to assignments of mortgages where the whole amount due thereon 
 shall be paid ; to releases of portions of mortgaged premises when authorized by 
 the finance committee; to powers of attorney for the transfer of stocks, of bonds 
 and of other securities or for the collection of dividends, with the concurrence of 
 the finance committee, as provided for in article 7 of section 2 of these by-laws ; 
 and in other cases when specially authorized by a resolution of the board of 
 directors. (As amended May 19 and October 25, 1899.) 
 
 Article 5. Standing Committees. Sec. i. — Upon the adoption of these by- 
 laws and at each annual meeting for the election of president and vice-president 
 the following standing committees shall be elected by the board and hold office 
 until their successors are appointed : 
 
 1. A finance committee. 
 
 2. A committee on insurance. 
 
 3. A committee on agencies. 
 
 4. An auditing committee. 
 
 Sec. 2. The finance committee shall consist of six directors, besides the presi- 
 dent (four of whom shall be a quorum), who shall superintend and direct all 
 the investments that shall be made of the funds of the company, and shall con- 
 sult and advise with the officers in all matters connected with the finances of 
 the company, and the declaration of dividends. 
 
 Sec. 3. The committee on insurance shall consist of four directors, besides 
 the president (three of whom shall be a quorum), who shall consult and advise 
 with the officers in all matters relative to insurance, and to the settlement of 
 claims for losses ; but no payment of such claims shall be authorized except by 
 an affirmative vote of not less than a majority of the committee. 
 
 Sec. 4. The committee on agencies shall consist of four directors, besides the 
 president (three of whom shall be a quorum), who shall consult and advise with 
 and assist the officers in all matters relative to agencies. 
 
 Sec. 5. The auditing committee shall consist of three directors (two of whom 
 shall be a quorum), who shall examine each quarterly statement submitted to 
 the board. 
 
 Sec. 6 . Regular minutes of the proceedings and resolutions of each com- 
 mittee shall be kept in books provided for that purpose. 
 
 Sec. 7. Every report of a standing or special committee shall be in writing, 
 and signed by the members of the committee assenting thereto. 
 
 Article 6. Limit of Risks and Payment of Premiums. — No policy or policies 
 shall be issued on a single life for a greater amount in the aggregate than ten 
 thousand dollars, except with the written approval of the resident physician for 
 any amount exceeding ten thousand dollars and not exceeding thirty thousand 
 dollars, and with the additional written approval of the president, vice-president, 
 secretary and actuary of the company for any amount exceeding thirty thousand 
 dollars and not exceeding one hundred thousand dollars. 
 
 In case any one of the said officers be absent or unable to act, the written 
 approval of one of the directors who shall have been designated by the 
 board to act as president pro tern, shall be had in place of that of such absent 
 officer. 
 
 Any excess beyond fifty thousand dollars of insurance written or carried on a 
 single life shall be reinsured in some company admitted to do business in the 
 State of New York. 
 
102 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 All premiums shall be payable in cash. 
 
 (As amended January 9, 1867; January 11, 1888; March 12, 1890, and Novem- 
 ber 14, 1891.) 
 
 Article 7. Regulations Regarding Investments. Sec. i. — No payments of 
 the principal of bonds shall be deemed valid except upon the joint receipt of the 
 president and secretary, and this shall be incorporated in the bond as part of 
 the contract. 
 
 Sec. 2. All investments of stocks and of bonds if registered shall be made in 
 the name of the company, with power on the part of any four of the finance 
 committee, of whom the president shall always be one, to effect transfer of the 
 same and of other securities. (As amended May 19, 1899.) 
 
 Sec. 3. Before any money is paid out for authorized loans on real estate, the 
 certificate of the counsel of the company of the examination of the title and the 
 result of such examination shall be lodged with the president. Upon the pay- 
 ment of the money the bond is to be delivered to him, and the mortgage on the 
 property is to be left to be duly recorded in the proper office. The abstract of 
 title, containing examinations continued to the time of recording the mortgage, 
 with searches annexed, and certificates of searches for taxes, assessments and all 
 other liens shall be deposited with the president within a reasonable time after 
 the making of the loan. (As amended January 11, 1888.) 
 
 Sec. 4. No commissions, direct or indirect, shall be received by any of the 
 directors or officers of this company for procuring or facilitating loans from the 
 company. 
 
 Article 8. Transfer of Stock. — No transfer of the stock of this company 
 shall be deemed valid, unless made upon its books by the person or persons 
 having power to transfer the same, upon surrender of the certificate. 
 
 Article 9. Special Committee. — At the close of each fiscal year, the accounts 
 and assets of the company shall be examined by a special committee of three 
 directors (not members of the finance committee nor of the auditing committee), 
 whose report shall be placed on the minutes. 
 
 Article 10. Reinsurance Reserve. — Whenever, as provided in article 13 of 
 the company’s charter, a general statement shall be made and a balance struck 
 of the affairs of the company, for the purpose of ascertaining the amount of 
 surplus or net profits, — in calculating the company’s reserve all valuations of 
 outstanding policies, additions thereto, unpaid dividends and all other obligations 
 shall be made on the net premium basis according to the Actuaries, or Com- 
 bined Experience Table of Mortality, with interest at a rate one-half per cent 
 per annum below the rate assumed by the law of the State of New York, but 
 not less than three per cent per annum, the amount of the difference between 
 the reserve thus calculated and that calculated upon the rate assumed by the 
 law of the State of New York to be deducted from the company’s surplus, to 
 cover other contingencies, as provided in article 13 of the charter, — before any 
 division of profits shall be made. (As amended August 4, 1892.) 
 
 Article ii. Investments on Bond and Mortgage. Sec. i. — The board of 
 directors may by resolution authorize the company’s general attorney for Ger- 
 many to make loans on bonds and mortgage in amounts not to exceed sixty per 
 cent of the appraised value of the mortgaged premises ; the aggregate amount of 
 such loans, the cities in which they may be made, and the rate of interest upon 
 them to be determined from time to time by the board of directors. 
 
GERMANIA LIFE. 
 
 103 
 
 Before granting such loans the general attorney for Germany shall in each 
 case obtain the approval in writing of two members of the board of directors 
 residing in Europe. 
 
 Sec. 2. Before any money is paid out for loans on bond and mortgage on 
 real estate in the cities of Europe a certificate of the local counsel of the com- 
 pany of his examination and approval of the title shall be lodged with the com- 
 pany’s general attorney for Germany. 
 
 Sec. 3. The general attorney for Germany shall have power to execute cer- 
 tificates acknowledging satisfaction of mortgages, to execute assignments of 
 mortgages where the whole amount due thereon shall be paid, and to execute 
 releases of portions of mortgaged premises. 
 
 Before exercising any of the powers granted in this section, the general attor- 
 ney for Germany shall in each case obtain the consent in writing of one member 
 of the board of directors residing in Europe and of the local counsel of the com- 
 pany where the mortgaged premises are situated; but the absence of such con- 
 sent shall not, as to third persons, invalidate the acts of the general attorney 
 for Germany. 
 
 Sec. 4. No commission, direct or indirect, shall be received by any of the 
 members of the board of directors or by the general attorney for Germany for 
 procuring or facilitating loans of the company’s funds. 
 
 Sec. 5. On the first day of March, June, September and December in each 
 year the general attorney for Germany shall report in detail to the president of 
 the company the loans on bond and mortgage that shall have been made during 
 the preceding quarter, giving the date of the mortgage, the date of its maturity, 
 the record of the mortgage, the amount of principal unpaid, the rate of interest, 
 an appraisal of the mortgaged premises by a recognized authority (giving values 
 of land and buildings separately), the amount of fire insurance held as collateral 
 security, and an accurate description, diagram and location of the mortgaged 
 premises. 
 
 He shall report in similar detail all payments of principal of bonds and mort- 
 gages made to the company. 
 
 (As adopted July 23, 1902.) 
 
104 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 THE HARTFORD LIFE INSURANCE COMPANY. 
 
 At a General Assembly of the State of Connecticut, holden at New 
 Haven, in said State, on the first Wednesday of May, in the year 
 of our Lord one thousand eight hundred and sixty-six : 
 
 Incorporating the Hartford Accident Insurance Company. 
 
 [ Resolved by the Assembly .] — Sec. i. That D. F. Seymour, 
 Charles H. Northam, E. N. Kellogg, John A. Butler, C. M. Pond, 
 Austin Dunham, E. H. Fenn, Hiram Bissell, Elisha T. Smith, William 
 Hamersley, E. Thomas Lobdell, Stiles D. Sperry, Milo Hunt, John W. 
 Danforth, Chester Adams, D. A. Rood, George Sexton, Joseph H. 
 Sprague, H. W. Conklin, H. C. Beckwith, F. A. Marcy, C. C. Kimball, 
 James B. Crosby, Julius Converse, H. C. Robinson, J. E. Coleman, 
 Jacob Knous, John R. Buck, and all such persons as hereafter may 
 become duly associated with them as stockholders, their successors and 
 assigns forever, be, and they are hereby constituted a body corporate 
 and politic, by the name of the “Hartford Accident Insurance Com- 
 pany,” and by that name shall be and hereby are empowered to pur- 
 chase, have, hold, possess and enjoy to themselves and their successors, 
 lands, tenements, hereditaments, goods, chattels, eflects, real and per- 
 sonal estate of every kind; and the same to sell, grant, alien, convey 
 and dispose of ; to sue and be sued, plead and be impleaded in all courts 
 of justice; to adopt and use a common seal, and the same to change at 
 pleasure; and to enact and enforce such by-laws and regulations as 
 they may deem proper for the well ordering and government of said 
 corporation ; provided, that such by-laws and regulations be not repug- 
 nant to the constitution and laws of this State, or of the United States. 
 
 Sec. 2. The capital stock of said corporation shall be not less than 
 two hundred thousand dollars, and at any time hereafter may be in- 
 creased by said corporation to any sum not exceeding one million dol- 
 lars, and shall be divided into shares of one hundred dollars each ; and 
 each subscriber to said capital stock shall pay into the treasury of said 
 corporation, at the time of subscribing an instalment of ten dollars on 
 each share of stock by him subscribed ; and within sixty days after the 
 organization of said company shall secure the payment of the remain- 
 ing ninety dollars on each share, either by such bonds and mortgages 
 on real estate, or by such endorsed promissory notes as shall be ap- 
 proved of by two-thirds of the directors of said corporation ; and the 
 
HARTFORD LIFE. 
 
 !°5 
 
 money so secured to be paid, shall be payable in such instalments, and 
 at such times, as the directors may determine; and such endorsers shall 
 have a lien on the stock for which such note or notes are given. 
 
 Sec. 3. The office of said company shall be located at Hartford, and 
 all the affairs of said corporation shall be managed and controlled by a 
 board of not less than seven directors (the number of said directors to 
 be determined by the by-laws of said company), who shall be chosen 
 from among and by the stockholders, which choice shall be made by a 
 majority of the votes cast; and said directors shall hold office for one 
 year, and until others are chosen in their stead; and the annual meet- 
 ings for the choice of said directors shall, after the first election, be 
 held at the city of Hartford, on the first Tuesday in May, in each year, 
 or on such other day in the month of May as shall be appointed by the 
 by-laws of said corporation. In the choice of directors as aforesaid, 
 each stockholder present, or represented by his attorney, shall be al- 
 lowed one vote for each and every share of stock by him then held ; 
 and the stockholders may determine what number of directors may con- 
 stitute a quorum for business. 
 
 Sec. 4. If it shall so happen that an election of directors of said 
 corporation shall not take place at the time of the annual meeting 
 thereof, in any year, said corporation shall not be dissolved thereby, 
 but an election may be had at any time within one year thereafter, the 
 time to be fixed upon and notice given by the directors last chosen, and 
 public notice by orders of the directors shall always be given at least 
 ten days previous to any meeting of the stockholders, in a newspaper 
 printed in Hartford, and in such other way as may be deemed expe- 
 dient; and the president shall have power to call special meetings of 
 the stockholders whenever thereto requested by a majority of the di- 
 rectors. 
 
 Sec. 5. The directors may, by a major vote, fill any vacancy which 
 may occur in their board between the annual meetings of the stock- 
 holders, by choosing a director or directors from among the stock- 
 holders, who shall continue in office until a successor or successors shall 
 be chosen ; and the directors may choose a president and vice-president 
 of their corporation from their own number, and a secretary, and may 
 appoint such other officers, clerks and agents, and establish such 
 agencies in this State and elsewhere, as they may deem necessary and 
 convenient, fix their compensation, take bonds of any and all of them 
 for the faithful performance of their duties, make such covenants and 
 agreements as may be deemed necessary, and perform such other acts, 
 and exercise such other powers as they shall deem expedient for the well 
 ordering of the affairs of said company. The president and vice- 
 
io6 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 president may hold their office for one year, and until others are chosen, 
 but the other officers, agents and servants of said company may be dis- 
 placed and new ones appointed at the pleasure of the directors. In the 
 absence or disability of the president, the vice-president shall preside, 
 and if both are absent or disabled, the directors shall choose a president, 
 pro tempore. 
 
 Sec. 6. Said corporation may insure persons against and make all 
 and every insurance connected with accidental loss of life, or personal 
 injury sustained by accident of every description, on such terms and 
 conditions and for such periods of time, and confined to such countries 
 and such persons as shall be from time to time ordered and provided 
 for by the by-laws of said corporation ; and may make insurance based 
 upon the lives of persons, and may make contracts upon any and all 
 conditions appertaining to or connected with life risks ; and suits at law 
 may be maintained by any stockholder or person insured by said com- 
 pany against said corporation, for losses or injuries insured against by 
 said company, in accordance with the terms of the contract of insurance 
 and the form of the policies issued by said company, if payment shall be 
 withheld for more than thirty days after the same shall be and become 
 payable by the terms of the policy of insurance or other contract, and 
 after said corporation shall have been duly notified of such loss or 
 injury; and said policies of insurance and all other contracts of said 
 company may be made with or without the common seal of said com- 
 pany, and shall be binding and obligatory on said corporation accord- 
 ing to the true intent and meaning of such policies or contracts. No 
 stockholder shall be responsible in his private capacity and estate for 
 any debt or liability of said company, but in case of a violation of the 
 charter, intentionally, or of fraud, the person guilty thereof shall be per- 
 sonally liable to said corporation, or to the assured, as the case may be. 
 
 Sec. 7. To carry out the provisions of this act, and to organize the 
 said corporation, Jasper H. Bolton, Stiles D. Sperry and E. Thomas 
 Lobdell are authorized and appointed to receive subscriptions to the 
 capital stock thereof, and the first instalment thereon, and are author- 
 ized to close the subscription books of said company when the capital 
 stock shall be fully subscribed, or in case that said capital stock shall 
 be over-subscribed, to distribute and apportion the same among the 
 subscribers as the said persons so appointed as aforesaid to distribute 
 may deem proper. And when the capital stock shall have been sub- 
 scribed for, and the first instalment has been paid thereon, and a notice 
 published in some newspaper printed in Hartford three weeks before 
 the time of meeting, the said subscribers may meet together at the time 
 and place named in said notice, and adopt such by-laws, rules and regu- 
 
HARTFORD LIFE. 
 
 107 
 
 lations as may be necessary and convenient for commencing and car- 
 rying on business under this act. They may also at the same or some 
 subsequent time, choose a board of directors in the manner hereinbefore 
 provided, who shall hold their offices, with all the powers given to direc- 
 tors by this act, until others are chosen to supply their places. And 
 when the by-laws have been adopted, and the directors have been chosen 
 as aforesaid, and when the board of directors shall have been organized 
 by the choice of a president and secretary, the said corporation may ex- 
 ercise all the powers and privileges conferred by this act. 
 
 Sec. 8. This resolution shall take effect from the date of its passage, 
 and may be altered, amended or repealed at the pleasure of the general 
 assembly. 
 
 Amending the Charter of the Hartford Accident Insurance 
 
 Company. 
 
 At a General Assembly of the State of Connecticut, holden at Hartford, 
 in said State, on the first Wednesday of May, in the year of our 
 Lord, one thousand eight hundred and sixty-seven : 
 
 Upon the petition of the Hartford Accident Insurance Company, of 
 Hartford : 
 
 [Resolved by this Assembly :] — Sec. i. That the name of said com- 
 pany be, and the same hereby is, changed to that of the Hartford Life 
 and Accident Insurance Company. 
 
 Sec. 2. All actions, or causes of actions, suits or demands, of any 
 and every kind ; and all the rights, duties and privileges ; and all the 
 estate, real, personal, or mixed ; and all debts due to and from said 
 company, under the name of the “Hartford Accident Insurance Com- 
 pany/’ shall be and remain to and against said company, by the name 
 and style of the “Hartford Life and Accident Insurance Company,” 
 the same as if said original name had not been changed. 
 
 Sec. 3. The capital stock of said company existing and established 
 under the name of the “Hartford Accident Insurance Company,” as 
 well as that which shall be created hereafter under the name of the 
 “Hartford Life and Accident Insurance Company,” shall be held sub- 
 ject to and transferable in accordance with the charter and by-laws of 
 said company, the same as if the name of said company had not been 
 changed. And the subscribers or holders of said capital stock shall 
 make payment for the same in such instalments, and at such times and 
 places as the directors shall determine. And if any subscriber, or any 
 holder of any share or shares of said capital stock shall neglect or re- 
 fuse to pay any instalment as aforesaid, or shall neglect or refuse to 
 secure the payment of any unpaid portion of his stock as aforesaid, for 
 
io8 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 the space of thirty days after the same shall be required or become due., 
 and after he or they have been notified thereof in accordance with the 
 by-laws, the stock of such negligent stockholder may be sold by the 
 directors, at public auction, at the brokers’ board in the city of Hart- 
 ford, or elsewhere, as the directors shall elect; and of any such sale 
 notice shall be given, at least twenty days prior to the sale, by one or 
 more publications in some newspaper printed in Hartford ; and the pro- 
 ceeds of such sale shall be first applied in payment of the instalment or 
 instalments called for, and the expenses attending the sale, and the 
 balance, if any, shall be refunded to the owner of said stock ; and such 
 sale shall in all respects entitle the purchaser to all the rights of a stock- 
 holder, to the extent of the shares so bought. 
 
 Sec. 4. Said company may issue policies for the benefit of, and pay- 
 able to, any married woman, or child or children ; and any contract of 
 insurance, thus issued, by whomsoever the same may have been pro- 
 cured, shall be, to the extent expressed in the policy, the sole and sepa- 
 rate estate of the married woman, child or children, to whom the policy, 
 by its terms, shall be payable. And the discharge of such policies by 
 such married woman or her assigns, or by such children (or their guar- 
 dians if minors), shall be a valid discharge of the same. And said com- 
 pany shall be, and hereby is authorized to reinsure any and all risks 
 taken under its charter, and upon such conditions as may be prescribed 
 or approved by the directors. 
 
 Sec. 5. Said company may from time to time invest, collect and 
 reinvest the whole or any portion of its capital and assets, in any bonds 
 or stocks of the United States, or of any of the States of the United 
 States, or of any corporations which are or may be created under au- 
 thority of the United States or of any of said States ; or in notes or 
 bonds, secured by mortgage or real estate or otherwise ; as shall be ap- 
 proved by the directors and in conformity with the charter and by-laws 
 of said company. 
 
 Sec. 6. It shall be the duty of said company to reserve out of its 
 receipts an amount sufficient to reinsure all its outstanding life risks of 
 whatever description, other than mere accident risks, said amount to be 
 computed upon an assumption of mortality at the rates known as the 
 Actuaries’ or Combined Experience rates, and at a rate of interest of not 
 less than four per cent nor more than five per cent per annum, as the 
 directors shall from time to time determine ; and such reserve shall be 
 exempt from any liability for losses or claims arising from any general 
 accident policy or contract insuring against death or disability caused 
 by accident; and no dividend or interest shall be paid to either stock- 
 holders or policyholders by which payment said reserve would be re- 
 
HARTFORD LIFE. 
 
 109 
 
 'duced below the minimum amount required by the provisions hereof. 
 Provided, that nothing herein shall be construed to exempt the capital 
 stock of the company from liability for all its contracts. 
 
 Approved May 22, 1867. 
 
 Amending the Charter of the Hartford Life and Accident 
 Insurance Company. 
 
 At a General Assembly of the State of Connecticut, holden at New 
 Haven, in said State, on the first Wednesday of May, in the year of 
 our Lord one thousand eight hundred and sixty-eight : 
 
 Upon the petition of the Hartford Life and Accident Insurance Com- 
 pany, of Hartford : 
 
 [Resolved by this Assembly :] — Sec. i. That the name of said com- 
 pany, be, and the same hereby is, changed to that of the Hartford Life 
 and Annuity Insurance Company. 
 
 Sec. 2. All actions or causes of actions, suits or demands of any 
 and every kind, and all rights, duties and privileges ; and the estate, 
 real, personal, or mixed, and all debts due to or from said company 
 under the name of the “Hartford Life and Accident Insurance Com- 
 pany,” shall be and remain to and against said company, by the name 
 and style of the “Hartford Life and Annuity Insurance Company/' the 
 same as if their said name had not been changed. 
 
 Sec. 3. Said company are authorized and empowered to grant or 
 purchase annuities, confer endowments and make contracts upon any 
 and all conditions appertaining to or connected with life risks, an- 
 nuities and reversionary interests of whatever kind or nature. 
 
 Sec. 4. This act shall take effect from and after its passage. 
 
 Approved June 17, 1868. 
 
 Reduction of the Capital Stock of the Hartford Life and 
 Annuity Insurance Company. 
 
 At a General Assembly of the State of Connecticut, holden at Hartford, 
 in said State, on the Wednesday after the first Monday, in Jan- 
 uary, in the year of our Lord one thousand eight hundred and 
 seventy-nine : 
 
 f Resolved by this Assembly :] — That the Hartford Life and Annuity 
 Insurance Company, Hartford, Conn., be, and they hereby are, author- 
 ized to reduce their capital stock from the sum of three hundred thou- 
 sand dollars to an amount not less than two hundred and fifty thousand 
 dollars. 
 
 Approved February 27, 1879. 
 
no 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Amending the Charter of the Hartford Life and Annuity- 
 Insurance Company. 
 
 At a General Assembly of the State of Connecticut, holden at Hartford* 
 in said State, on the Wednesday after the first Monday in January, 
 in the year of our Lord one thousand eight hundred and eighty-two : 
 [Resolved by this Assembly :] — That Sec. 6 of an amendment to the 
 charter of the Hartford Life and Annuity Insurance Company, approved 
 May 22, 1867, shall be and hereby is amended to read as follows : 
 
 Sec. 6. It shall be the duty of said company to reserve out of its 
 receipts an amount sufficient to reinsure all its outstanding life risks of 
 whatever description other than mere accident risks, and other than 
 such contracts as it has made or may make wherein the sum payable 
 upon the death of the person named in any such contract is made con- 
 tingent upon an assessment collected from the associated holders of 
 such contracts, said amount to be computed upon an assumption of 
 mortality at the rates known as the Actuaries’ or Combined Experience 
 rates, and at a rate of interest of four per cent per annum, and such re- 
 serve shall be exempt from any liability for losses or claims arising 
 from any general accident policy or contract insuring against death or 
 disability caused by accident, and no dividend or interest shall be paid 
 to either stockholders or policyholders by which payment said reserve 
 would be reduced below the minimum amount required by the pro- 
 visions hereof ; provided, that the capital stock of the company shall 
 be liable for all of its contracts without exemption by reason of anything 
 herein contained. 
 
 Approved April 25, 1882. 
 
 Name Changed to Hartford Life Insurance Company. 
 
 At a General Assembly of the State of Connecticut, holden at Hartford, 
 in said State, on the Wednesday after the first Monday in Jan- 
 uary, in the year of our Lord one thousand eight hundred and 
 ninety-seven. 
 
 [Resolved by this Assembly :] — Sec. i. That the corporate name of 
 the Hartford Life and Annuity Insurance Company, a corporation lo- 
 cated and doing a life insurance business in Hartford, in this State, be 
 and the same is hereby changed to the Hartford Life Insurance Com- 
 pany, by which name it shall be hereafter known and called. 
 
 Sec. 2. All contracts, rights, obligations, property, privileges and 
 franchises of the said Hartford Life and Annuity Insurance Company 
 shall be and remain unimpaired and vested in the corporation under its 
 new name. 
 
 Approved March 3, 1897. Adopted May, 11, 1897. 
 
HARTFORD LIFE. 
 
 Ill 
 
 Amendment. 
 
 [Resolved by this Assembly :\ — Sec. i. That the Hartford Life 
 Insurance Company is hereby authorized to insure persons against loss 
 of time and expense resulting from disease. 
 
 Sec. 2. This resolution shall take effect when approved by a ma- 
 jority vote of the stockholders of said company, and a certified copy of 
 said vote of approval shall be lodged on file in the office of the Secre- 
 tary of the State. 
 
 Approved May 12, 1903. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. 1. The number of directors shall not be less than seven, nor more than 
 seventeen, and shall, from time to time, be determined by the stockholders in 
 annual meeting or in any meeting legally convened for the choice of directors ; 
 and the directors shall have full power to exercise all the corporate powers con- 
 ferred upon the company by the charter and any amendments thereof, excepting 
 as shall be otherwise determined by the by-laws or resolutions of the company. 
 
 Sec. 3. Three directors shall constitute a quorum for transacting the ordinary 
 business of the corporation, but in purchasing or selling real estate exceeding in 
 value $5000, and in making loans exceeding $20,000, not less than a majority of 
 the board of directors shall be a quorum. 
 
 Sec. 4. The directors may hold board meetings at such times as they shall 
 themselves determine ; and the president, and, in his absence, the vice-president, 
 may convene the board whenever it shall by them be deemed advisable. 
 
 Sec. 6. The capital stock of the company shall be transferred only at the 
 office of said company, on the books of the company, prepared and kept for that 
 purpose, and in every transfer of stock the outstanding certificate shall be sur- 
 rendered to the secretary, except in case of loss, when a bond of indemnity shall 
 be executed to the satisfaction of the board of directors. 
 
 Sec. 7. The annual meeting of this corporation shall be held on the second 
 Tuesday in May, in each year (in accordance with the provisions of the charter). 
 
 Sec. 8. It is hereby made the duty of the president and directors to call 
 special meetings of the stockholders, upon the written request of the stockholders 
 holding a majority of the stock; and to give notice thereof by at least ten days’ 
 publication, previous to such meeting, in two or more newspapers printed in 
 Hartford, such call and notice to state the object of the meeting. 
 
 Sec. 9. The directors are hereby empowered and instructed in behalf of the 
 company, from time to time to regulate and to prosecute, in all respects as they 
 shall deem best, the business authorized by the charter, all amendments thereto, 
 and the general statutes of the State of Connecticut, to the full extent of the 
 powers conferred thereby upon this corporation ; and they may authorize the 
 president and secretary to appoint under the seal of the company attorneys to 
 accept service upon it, agents for the transaction of its business, and local boards 
 for advisory purposes, composed of holders of its contracts. 
 
 Sec. 10. These by-laws may be altered, amended, or repealed, by the stock- 
 holders, at an annual meeting, or at any special meeting warned for that purpose, 
 by a major vote of the stock represented at such meeting. 
 
1 1 2 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 HOME LIFE INSURANCE COMPANY. 
 
 Article i. Sec. i. [Name.] — The name of the company shall be 
 the “Home Life Insurance Company.” 
 
 Article 2. Sec. i. [Location.] — The company shall be located, 
 and the principal office for the transaction of its business, shall be in 
 the city of Brooklyn. 
 
 Article 3. Sec. i. [ Business Undertaken.] — This company will 
 undertake to make insurance on the lives of individuals, and every in- 
 surance pertaining thereto, or connected therewith, and to grant, pur- 
 chase, or dispose of annuities. 
 
 Sec. 2. [Profits.] — The insurance business of this company shall 
 be conducted on the principle of giving to policyholders an interest in 
 the profits of the company, as is hereinafter provided, unless it shall be 
 otherwise agreed between the company and the insured. 
 
 Sec. 3. [Purchase of Policies.] — The company may purchase, for 
 its own benefit, any policy of insurance or other obligation of the com- 
 pany, growing out of its business, and also any claims of policyholders. 
 
 Article 4. Sec. i. [Powers, How Exercised.] — The corporate 
 powers of this company shall be vested in a board of directors, and 
 shall be exercised by such board, and by such officers and agents as 
 they may appoint and empower. The board of directors shall consist 
 of not less than twenty-four, nor more than forty persons, a majority 
 of whom shall be citizens of the State of New York, and each of whom 
 shall hold at least ten shares of the capital stock of the company. 
 
 Sec. 2. [Quorum.] — The board of directors shall have power to 
 provide by law what number of the board of directors, less than a ma- 
 jority, but not less than seven, shall constitute a quorum of the board 
 for the transaction of business, and until the board shall so provide, any 
 number not less than seven shall constitute such quorum. 
 
 Sec. 3. [Rates.] — The board of directors shall have power to de- 
 termine the rates of premium for insurance, and the amount that may 
 be insured on any one life, and they shall also have power to make such 
 by-laws, rules and regulations as they may deem suitable and neces- 
 sary to promote the interests of the company, and not inconsistent with 
 the provisions of this charter, and the same to alter, amend, repeal or 
 add to at pleasure ; provided, however, that no by-law shall be altered 
 or repealed, nor shall any new by-law be adopted, except by a vote of a 
 
HOME LIFE. 
 
 113 
 
 majority of the directors, nor until after notice of any proposed altera- 
 tion or repeal of an existing by-law, or of any proposed new by-law, 
 shall have been given in writing at two successive meetings of the 
 board of directors. 
 
 Sec. 4. [Directors.] — The board of directors shall possess and ex- 
 ercise all other powers usually vested in the directors or trustees of 
 life insurance companies, which are consistent with the provisions of 
 this charter, and with the laws of the State of New York. 
 
 Sec. 5. [Directors.] — The board of directors may accept and ex- 
 ercise any additional powers and privileges which any life insurance 
 company may be authorized by the Legislature of the State of New 
 York at any time to exercise. 
 
 Article 5. Sec. i. [First Board of Directors.] — The following- 
 named persons, together with such other persons as they shall select, 
 not exceeding forty in all, shall constitute the first board of directors 
 of this company, viz. : William H. Cary, Samuel Perry, Abiel A. Low, 
 S. E. Howard, Isaac H. Frothingham, Harrold Dollner, J. S. T. Stran- 
 ahan, Charles A. Townsend, Walter S. Griffith, H. B. Claflin, Samuel 
 Smith, S. B. Chittenden, Thomas Messenger, Theodore Polhemus, Jr., 
 Henry E. Pierrepont, James E. Southworth, Abraham B. Baylis, Czar 
 Dunning, Peter C. Cornell, John G. Bergen, John Schenck, Lewis 
 Roberts, John D. Cocks, J. Milton Smith, L. B. Wyman, A. B. Cap- 
 well, James Howe, Nehemiah Knight, John T. Martin, John Sneden, 
 George A. Jarvis, Edward A. Lambert, George T. Hope, Moses F. 
 Odell, John Halsey, C. J. Sprague, who shall hold their offices until 
 others shall be elected in their places, as herein provided. 
 
 [Directors Divided into Four Classes.] — In case either of the afore- 
 said persons shall decline or be ineligible to serve as a director, the re- 
 maining directors, acting as a board, shall have power to fill any va- 
 cancy or vacancies thus created. The board of directors shall divide 
 themselves by lot into four equal classes : the term of the first class 
 shall be one year ; that of the second class, two years ; that of the third 
 class, three years, and that of the fourth class, four years, and there- 
 after, there shall be elected annually one-fourth of the whole number 
 of directors, who shall hold office for four years. In the case of a 
 failure to elect directors at any annual meeting of the company, the 
 directors whose regular term of office does not then expire shall have 
 power, acting as a board, to elect directors to fill the vacancies caused 
 by such failure to elect, and in case of any vacancies occurring in the 
 board at any time, the board of directors shall have the power to fill 
 such vacancies. 
 
 Sec. 2. [Notice of Election.] — Every election of directors shall be 
 
CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 114 
 
 held at the office of the company, in the city of Brooklyn, at such time 
 in the month of March of each year as the board shall direct. Notice 
 of every such election shall be published for two weeks immediately 
 preceding the day of election, in two daily newspapers published in 
 the city of Brooklyn. All such elections shall be by ballot, and a 
 plurality of votes shall elect. 
 
 Sec. 3. [Appointment of Inspectors .] — The board of directors shall 
 appoint three inspectors at each annual election ; in case either of the 
 persons so appointed shall decline or omit to serve, the president of the 
 company shall have power to appoint others to supply their places. 
 
 Sec. 4. [Number of Directors.] — The board of directors may, at 
 the meeting next preceding any annual election of directors (provided 
 that notice was given and entered on the minutes of a previous meet- 
 ing of the board), reduce the number of the board of directors to not 
 less than twenty-four, and they may also in like manner, after notice as 
 aforesaid, increase the number to not more than forty ; in such case, 
 one-fourth of the board, as thus reduced or increased, shall be an- 
 nually elected in the manner herein prescribed for the election of di- 
 rectors. 
 
 Sec. 5. [Stockholders’ Votes .] — At every election of directors, each 
 stockholder shall be entitled to vote in person, or by proxy, on each 
 share of stock owned and held by him, in his own right, for not less than 
 thirty days previous to such election ; and any person insured for life, 
 paying to the company a premium of at least eighty dollars per annum, 
 shall be entitled to one vote, but such vote shall be given personally 
 and not by proxy. 
 
 Sec. 6. [Officers .] — The board of directors shall, at their first meet- 
 ing, and thereafter at the first meeting of the board after each annual 
 election of directors, elect one of their number president, who shall 
 hold office one year, and until the election of his successor ; they may 
 also elect one of their number vice-president, if they shall at any time 
 deem it expedient, and they may elect a president pro tempore at any 
 time when the president and vice-president are absent or unable to act. 
 
 Sec. 7. [Secretary.] — The board of directors shall have the power 
 to appoint a secretary, and such other officers, clerks and agents, as 
 they shall deem necessary for the business of the company, and to re- 
 move the same at pleasure. 
 
 Article 6. Sec. i. [Capital.] — The capital stock of the company 
 shall be one hundred and twenty-five thousand dollars, which shall be 
 divided into shares of one hundred dollars each. The stock shall be 
 transferable only on the books of the company in the manner which the 
 board shall prescribe. 
 
HOME LIFE. 
 
 Sec. 2. [Dividends .] — The holders of the capital stock shall be en- 
 titled to receive, semi-annually, six per cent on the amount of stock 
 held by them respectively ; but beyond the amount of their capital 
 stock, and the semi-annual payment of six per cent thereon as afore- 
 said, they shall not share in the funds or profits of the company, ex- 
 cept as they may be entitled as policyholders, and then equally with the 
 other holders of policies in said company. 
 
 Sec. 3. [Subscriptions.] — Isaac H. Frothingham, Walter S. Grif- 
 fith and A. B. Capwell, are hereby appointed commissioners to open 
 books for subscriptions to the capital stock of the company. They shall 
 give at least three days’ notice, by advertisement in two daily papers 
 published in the city of Brooklyn, of the time when and the place where 
 such books will be opened; and they shall keep the books open until 
 the full amount of one hundred and twenty-five thousand dollars is 
 subscribed. Two of such commissioners shall constitute a quorum. 
 
 Article 7. Sec. i. [Objects and Purposes.] — The board of di- 
 rectors shall cause a statement of the affairs of the company to be made 
 annually, which shall exhibit the amount of the surplus or net profits 
 of the company, after reserving a sum sufficient to provide for all its 
 liabilities. The net profits so ascertained shall be apportioned to the 
 holders of policies who may be entitled to participate in the profits, ac- 
 cording to their respective contributions thereto. 
 
 Sec. 2. [Loans on Policies.] — The board of directors may lend to 
 the holders of the policies of the said company, hereafter issued, a 
 sum not exceeding one-third of the annual premium on their policies 
 respectively, for the payment of which, according to the terms of each 
 loan, the policy and all profits accruing thereon shall be pledged, and 
 shall invest all other funds and accumulations as is now or may here- 
 after be prescribed by law. 
 
 Sec. 3. [Examination of Books.] — Any director may examine any 
 books or vouchers belonging to the said company at any time during 
 
 office hours. 
 
 Sec. 4. [Finance Committee.] — The finance committee of the com- 
 pany shall consist of the president and four other directors, under 
 whose supervision all investments of the funds shall be made. No loan 
 or investment shall be made except the same shall be authorized by the 
 vote of a majority of said committee, at a meeting thereof. 
 
 Sec. 5. [Fiscal Year.] — The fiscal year of the company shall com- 
 mence on the first day of May in each year. 
 
Il6 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Amendment. 
 
 [Number of Directors Reduced.] 
 
 In pursuance of the provisions of chapter 183 of the laws of 1877, 
 as amended by the laws of 1881, chapter 583, of the State of New 
 York. Sec. i. The Home Life Insurance Company, at a duly called 
 meeting of its board of directors, held on the 21st day of April, 1884, 
 passed the following resolution : 
 
 Resolved, That the charter of the Home Life Insurance Company be 
 altered and amended by changing the first section of the Article 4 
 thereof, so that it shall read as follows : 
 
 Sec. 1. The corporate powers of this company shall be vested in a 
 board of directors, and shall be exercised by such board, and by such 
 officers and agents as they may appoint and empower. 
 
 The board of directors shall consist of not less than thirteen nor 
 more than twenty-three persons, a majority of whom shall be citizens 
 of the State of New York, and each of whom shall hold at least ten 
 shares of the capital stock of the company. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article i. Annual Election. Sec. i. — The election of directors of this com- 
 pany shall be held annually on the first Wednesday of March, and the polls shall 
 be open for such length of time as the directors may appoint. Notice thereof 
 shall be published for two weeks, next preceding the day of election, in two daily 
 newspapers, published in the city of Brooklyn. 
 
 Sec. 2. Three inspectors of the annual election shall be appointed by the 
 board of directors at their regular meeting next preceding the day of election. 
 
 Sec. 3. When any election of directors of the company shall be held by the 
 board of directors to fill vacancies, it shall be necessary that nominations for 
 such vacancies shall be offered at a meeting of the board held not less than thirty 
 days previous to such election. 
 
 Article 2. Meetings of the Board. Sec. i. — The directors shall hold their 
 regular meetings at the office of the company in the city of Brooklyn, or at the 
 company’s building, in the city of New York, if so stated in the notice of meeting, 
 on the third Monday of January, April, July and October. Seven members shall 
 constitute a quorum of the board for the transaction of business. 
 
 Sec. 2. Special meetings of the board may be called by the president, and it 
 shall be his duty to call a meeting at any time when requested by three directors. 
 Such request shall be in writing, and shall state the purpose and object of such 
 meeting. 
 
 Article 3. Officers, Etc. Sec. i. — T he board shall annually elect one of their 
 number to be president. They may also, if a majority of the whole board shall 
 deem it expedient, elect one of their number to be vice-president. They shall 
 also elect a secretary, and they may appoint an actuary, or a consulting actuary, 
 one or more physicians, a counsel, and such other officers, clerks and servants 
 as the interests of the company may seem to require. In the absence of the 
 president, the vice-president shall perform the duties of the president, and in 
 
HOME LIFE. 
 
 117 
 
 case of the absence of both the president and vice-president or in case of their 
 inability to act, the board may appoint from their number a president pro- 
 tempore. 
 
 Article 5. Committees. Sec. i. — The following standing committees shall 
 annually be elected by the board, and shall hold office for one year, and until the 
 election of their successors, viz. : 
 
 1. A11 executive committe, to consist of the president and six directors. 
 
 2. A finance committee, to consist of the president and four directors. 
 
 3. An auditing committee, to consist of three directors. 
 
 A majority of any committee shall constitute a quorum. Regular minutes 
 shall be kept of the proceedings of all standing and special committees, which 
 shall be submitted to the board at each stated meeting, or at any other time when 
 they shall direct. 
 
 All committee business shall be transacted at a meeting called for the purpose. 
 
 Sec. 2. The executive committee shall exercise a supervisory control over the 
 interests of the company in the absence of the board of directors. They shall 
 supervise the appointment and removal of agents. They shall, in all emergen- 
 cies, advise and direct the officers as to the course to be pursued. They shall 
 have power to investigate and decide on all claims against the company for 
 losses, and recommend the amount to be paid by the finance committee. 
 
 Sec. 3. It shall be the duty of the finance committee to invest the funds of 
 the company, and to sell, transfer and change such investments, or collect the 
 money due thereon. They shall consider and recommend to the board the sala- 
 ries or compensation to be paid to the respective officers of the company. They 
 shall also examine and report to the board on the expenses of the company when 
 required. They shall certify the annual statement to be made to the board 
 previous to declaring the amount of profits earned. 
 
 Sec. 4. It shall be the duty of the auditing committee to examine the books 
 and assets of the company at least once in each year, and to certify the facts fi> 
 the board of directors as they find them ; they may also make examination of 
 the books and assets at any time in their discretion. 
 
 Article 6. Insurance. Sec. i. — No risk shall be taken on a single life for 
 more than $25,000, together with such assurance as may be added thereto from 
 the application of dividends or under the return-premium form of policy. 
 
 Sec. 2. All claims for insurance shall be paid upon receipt of satisfactory 
 evidence of claim, first deducting therefrom all indebtedness to the company. 
 
 Article 7. Annual Statement and Dividend. Sec. i. — A full statement of 
 the affairs and business of the company shall be made at the January meeting 
 of the board in each year. 
 
 Sec. 2. The annual division of the surplus profits to policyholders shall be 
 declared at the April meeting of the board. 
 
 Article 8. Amendments or Alterations. Sec. i. — These by-laws may be 
 altered or amended in the manner prescribed in the charter of this company. 
 
n8 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 INTERSTATE LIFE ASSURANCE COMPANY OF INDIAN- 
 APOLIS, IND. 
 
 The above named company was incorporated June 19, 1897, under 
 the Indiana mutual law of 1852. It was reincorporated in January, 
 1900, under the State law passed in February, 1899. This law requires 
 a mutual company to maintain a reserve, its policies being valued prior 
 to 1904 according to the Combined Experience Table and interest at 
 four per cent, and subsequently thereto according to the American 
 Experience Table and interest at three and one-half per cent. No 
 special charters are issued, but companies must comply with the 
 law in all respects. The full text of the law is given on page 393 
 printed herewith. 
 
JOHN HANCOCK MUTUAL LIFE. 
 
 I IQ 
 
 JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY. 
 
 Commonwealth of Massachusetts, in the year one thousand eight hun- 
 dred and sixty-two. An act to incorporate the John Hancock 
 Mutual Life Insurance Company. Be it enacted by the Senate and 
 House of Representatives in General Court assembled, and by the 
 authority of the same, as follows : 
 
 Nathaniel Harris, James P. Thorndike, Gerry W. Cochrane, their 
 associates and successors, are hereby made a corporation by the name 
 of the “John Hancock Mutual Life Insurance Company,” to be estab- 
 lished and located in the city of Boston, for the purpose of making 
 insurance upon lives; with all the powers and privileges, and subject to 
 the duties, liabilities and restrictions set forth in so much of the fifty- 
 eighth chapter of the general statutes as relates to mutual life insurance 
 companies, and all other acts which are or may be in force relative 
 to such companies. 
 
 House of Representatives, April 18, 1862. Passed to be enacted. 
 
 ALEX H. BULLOCK, Speaker. 
 
 In Senate, April 19, 1862. Passed to be enacted. 
 
 JOHN H. CLIFFORD, President. 
 
 Approved April 21, 1862. JOHN A. ANDREW. 
 
 BY-LAWS. 
 
 Sec. 1. Annual Meetings. — The annual meeting of the company shall be held 
 at its home office, on the second Monday of February, in each year, at twelve 
 o’clock, noon. 
 
 Sec. 2. Special Meetings. — Special meetings of the company may be called by 
 vote or written request of three-quarters of the directors, and the secretary shall 
 give notice thereof, by advertisement in some daily newspaper, published in Bos- 
 ton, at least seven days before the meeting. 
 
 Sec. 3. Quorum of Directors. — Ten members shall constitute a quorum at 
 any meeting of the company, but policyholders in arrears of premiums at the 
 hour of meeting shall not be entitled to vote or to be recognized as members. 
 
 Sec. 4. Examining Committee. — At each annual meeting there shall be held 
 an election for three directors who shall hold office for the term of four years, 
 and if the meeting deems it expedient, there may be chosen an examining com- 
 mittee of three policyholders, only one member of which shall be a member in two 
 successive years, which committee, if chosen, shall meet at the home office of the 
 company in the month of January following the election, and make a thorough 
 examination of the affairs of the company, obtaining at the expense of the com- 
 pany such actuarial or other aid as may be needful, and reporting the result of 
 the examination at the annual meeting next ensuing. Any vacancy in the ex- 
 amining committee may be filled by the directors. 
 
120 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 5. Eligibility to Directorate. — No person shall be eligible as a director 
 unless he be insured in the company to the amount of not less than one thousand 
 dollars, is a citizen of Massachusetts, and shall have been nominated by two or 
 more members, by writing filed with the secretary at least thirty days before the 
 meeting at which the election is held. A three-quarters vote of qualified mem- 
 bers voting shall be necessary to elect. 
 
 Sec. 6. Directors to Manage Company. — The directors shall have the control 
 and management of the business and affairs of the company, and the distribution 
 of its surplus funds ; they shall present a report at every annual meeting, with a 
 full statement of the condition of the company, its assets and liabilities. They 
 shall meet on the day after the annual meeting, and at such meeting, or some 
 adjournment thereof, choose by ballot from their own number, a president, first 
 and second and third vice-presidents and a committee of finance, consisting of 
 three members ; and they may also at this meeting or any regular monthly meet- 
 ing elect a secretary, treasurer, and such other officers as they shall deem proper ; 
 they may fix the compensation and define the duties of all the officers, and remove 
 them, or any of them at any time. 
 
 Sec. 7. Ineligibility of Interested Persons. — No person shall be eligible as an 
 elective or appointed officer who has any interest in commissions on premiums 
 payable to the company. 
 
 Sec. 8. Vacancies in the Board. — Each officer elected by the directors shall, 
 unless removed, hold office until the next annual meeting, and until a successor 
 is elected. Vacancies in the board of directors, occurring in any manner, whether 
 by failure to elect or otherwise, may be filled by the directors. 
 
 Sec. 9. Meeting of Directors. — Regular meetings of the directors shall be 
 held on the second Monday of each month ; special meetings may be called by the 
 president or any two directors ; written or printed notices of all meetings shall 
 be sent to the directors by mail, post-paid, or personal delivery, by the secretary. 
 Five members shall constitute a quorum for the transaction of business. 
 
 Sec. 11. Officers to Give Bonds. — The president, vice-presidents, secretary and 
 assistant secretaries, treasurer and assistant treasurer, shall each give bond, with 
 sufficient sureties, in such sums as the directors may, from time to tirrte, determine, 
 for the faithful performance of the duties of their respective offices. The com- 
 mittee of finance shall approve these bonds, and examine them in the month of 
 March in each year, and the directors may require new bonds whenever they 
 shall see fit. The bonds of the president and vice-presidents shall be in custody 
 of the chairman of the committee of finance, those of the secretary and treasury 
 departments shall be kept by the president. 
 
 Sec. 12. Who may Sign Checks. — Checks shall be signed by the president or 
 one of the vice-presidents and by the treasurer or assistant treasurer, or by one 
 of the committee of finance, in place of any one of said officers. All legal or 
 other instruments shall be executed, and when it is requisite, acknowledged or 
 made oath to, in such manner as the directors shall, from time to time, determine. 
 
 Sec. 13. Limit of Risk. — No risk shall be taken on any one life for a greater 
 amount than twenty-five thousand dollars, without a special vote of the directors. 
 
 Sec. 14. Alteration of By-Laws. — These by-laws may be, by a three-quarters 
 vote, altered, amended or added to at any meeting of the company, provided, that 
 a copy of the proposed changes be placed before the directors in writing at least 
 thirty days before such meeting, but no changes shall effect the tenure of office 
 of any officer chosen prior thereto. 
 
THE LIFE INSURANCE COMPANY OF VIRGINIA. 
 
 I 2 1 
 
 THE LIFE INSURANCE COMPANY OF VIRGINIA. 
 
 Laws of Virginia. Chapter 159. 
 
 An Act to incorporate The Life Insurance Company of Virginia. 
 
 Approved March 21, 1871. 
 
 Sec. 1. Be it enacted by the General Assembly of Virginia, that 
 A. G. Mcllwaine, D’Arcy Paul, David B. Tennant, Robert B. Bolling, 
 Wm. Cameron, W111. R. Mallory, John Arrington, John Mann, R. G. 
 Pegram, Robert H. Mann, Reuben Ragland, T. T. Brooks, Wm. R. 
 Johnson, Robert D. Mcllwaine, S. W. Venable, Dr. Thomas Withers, 
 S. A. Plummer, George Cameron, J. C. Riddle, C. W. Spicer, Wm. A. 
 Bragg, Dr. James Dunn, Dr. D. W. Lassiter, Samuel B. Paul, H. L. 
 Plummer, George H. Davis, J. C. Drake, David Callendar, A. A. Allen, 
 Bartlett Roper, J. P. Williamson, J. M. West, C. Baker Raine, Robert 
 Harrison, Jr., Robert A. Martin, and all other persons who shall here- 
 after become stockholders in the company hereby incorporated, are 
 hereby created a body politic and corporate by the name and style of 
 The Life Insurance Company of Virginia, for the purpose of carrying 
 on the business of insurance on lives, and to make all and every insur- 
 ance appertaining thereto or connected therewith; to cause themselves 
 to be reinsured ; to grant endowments ; to grant, purchase, or dispose of 
 annuities, and to contract for reversionary payments ; and shall and may 
 have perpetual succession, and shall be capable in law of contracting 
 and being contracted with, and of suing and being sued, pleading and 
 being impleaded, either in law or equity, in all the courts of record in 
 this State or elsewhere, and they and their successors shall and may 
 have a common seal, and may change the same at their will and 
 pleasure, and may also, from time to time, ordain and establish such 
 by-laws, ordinances and regulations, the same not being inconsistent 
 with the laws of the State and of the United States, as may appear to 
 them necessary or expedient for the management of said corporation, 
 its business, and affairs, and may, from time to time, alter, amend, or 
 repeal the same, or any of them. 
 
 Sec. 2. And be it further enacted, that the capital stock of said 
 company shall not be less than two hundred thousand dollars, divided 
 into shares of one hundred dollars each, with the privilege to increase 
 the same, from time to time, by a vote of the stockholders at any annual 
 or special meeting ; and should the capital stock at any time be in- 
 
122 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 creased, the stockholders, at the time of such increase, shall be en- 
 titled to a pro rata share of such increase upon the payment of the par 
 value of the same. 
 
 Sec. 3. When the said capital stock of two hundred thousand dol- 
 lars .is subscribed, the company shall be organized, and the persons 
 named in Sec. 1, or such of them as become subscribers to the capital 
 stock, shall be directors, of whom A. G. Mcllwaine shall be president, 
 and D’Arcv Paul and D. B. Tennant shall be vice-presidents. Said 
 officers and directors shall continue until the second day of April, 
 eighteen hundred and seventy-two, or until their successors are elected. 
 In case of a vacancy from any cause, the remaining directors may fill 
 said vacancy until a meeting of the stockholders. 
 
 Sec. 4. The capital stock subscribed shall be payable by each sub- 
 scriber, at such time or times, and in such proportion as it may be 
 called for by the president and directors ; and if any such subscriber 
 shall fail to pay the sum so called for, upon every share so held, within 
 twenty days after the same has been so called for, then the said amount 
 may be recovered by motion, upon twenty days’ notice in writing, in 
 any court of record in the city of Petersburg, or place of residence of 
 the holder of the stock, at the option of said company: Provided, that 
 before said company commences active business, the president and di- 
 rectors shall require of the subscribers to the capital stock, ample 
 security for the amount subscribed by them respectively, not called 
 for in cash. 
 
 Sec. 5. The affairs of said company shall be managed by the presi- 
 dent and directors, five of whom shall constitute a quorum. They shall 
 appoint such officers and clerks as they may find necessary, to conduct 
 the business of the company, and allow them suitable compensation; 
 all of whom shall hold their places during the pleasure of said board. 
 They shall have power also to appoint agents in any part of the State 
 or elsewhere, and at their discretion, may take from them, bond with 
 security, conditioned for the faithful discharge of their duties, such 
 agents being removable at the pleasure of the president, subject to the 
 approval of the board. The said board of directors shall allow to the 
 president a reasonable compensation for his services. 
 
 Sec. 6. The board of directors shall elect two of their number, 
 who, together with the president and the two vice-presidents, shall 
 constitute a finance committee ; and four of their number, who, together 
 with the president, shall constitute an executive committee. When the 
 board of directors are not in session, the executive committee may ex- 
 ercise all the powers vested in the company (except as shall be other- 
 wise provided by the board of directors, or the by-laws, ordinances or 
 
THE LIFE INSURANCE COMPANY OF VIRGINIA. 
 
 123 
 
 regulations of the company), a majority of whom may constitute a 
 quorum to do business. 
 
 Sec. 7. Any policy of insurance issued by the Life Insurance Com- 
 pany of Virginia, on the life of any person, expressed to be for the 
 benefit of any married woman, whether the same be effected originally 
 by herself or her husband, or by any other person, or whether the 
 premiums thereafter be paid by herself or her husband or any other 
 person as aforesaid, shall inure for her sole and separate use and 
 benefit, and that of her or her husband’s children, if any, as may be 
 expressed in said policy, and shall be held by her, free from the control 
 or claim of her husband or his creditors, or of the person effecting the 
 same and his creditors. 
 
 Sec. 8. That it shall be lawful for said corporation to purchase, 
 hold and convey real estate as follows : 
 
 First. Such as shall be requisite for its immediate accommodation 
 in the convenient transaction of its business ; or, 
 
 Second. Such as shall have been mortgaged to it in good faith, by 
 way of security, for loans previously contracted, for moneys due ; or, 
 Third. Such as shall have been purchased at sales upon judgments, 
 decrees, or mortgages, obtained or made for such debts ; or, 
 
 Fourth. Such as shall have been conveyed to it in satisfaction of 
 debts previously contracted in the course of its dealings. 
 
 The said corporation shall not purchase, hold, or convey real estate 
 in any other case, or for any other purpose ; and all such real estate as 
 shall not be necessary for the accommodation of said company, in the 
 convenient transaction of its business, shall be sold and disposed of 
 within six years after the said company shall have acquired title to the 
 same, and it shall not be lawful for the said company to hold such real 
 estate for a longer period than that above mentioned. 
 
 Sec. 9. That the president, under the supervision of the finance 
 committee, shall have power to invest the capital stock and accumu- 
 lated profits, or surplus funds of the said company, in such manner as 
 they may deem best for the interest of the company; but the stock- 
 holders of this company shall not be liable for any loss, damage, or 
 responsibility, beyond the amount of stock subscribed by them re- 
 spectively, and any profits accruing therefrom and undivided ; and the 
 premium reserve or reinsurance fund shall be invested in or loaned out 
 upon the following securities and no other : 
 
 First. The real estate as herein described. 
 
 Second. Bonds or negotiable paper, secured by mortgage or deeds 
 of trust on unencumbered real estate, worth, in each case, at least 
 double the amount loaned. 
 
124 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Third. Stocks of the United States of America. 
 
 Fourth. Stocks of the several States, and of incorporated cities 
 therein. 
 
 Fifth. Bonds of any incorporated company. 
 
 Sec. io. All checks, drafts, policies, or contracts, shall be signed 
 by the president, and in his absence, by any one of the vice-presidents, 
 and countersigned by such officers as the board may empower. 
 
 Sec. ii. The directors of the company shall be elected annually by 
 the stockholders, on the first Tuesday in April, and they shall elect 
 from their number, at the first meeting of the board after their election, 
 a president, and two vice-presidents,, and shall have power to appoint 
 such officers, clerks, and agents as the business of the company may 
 require ; to appoint the finance and executive committees ; and to fill 
 vacancies occasioned by death or resignation in the board. All elec- 
 tions for directors shall be by ballot, and every stockholder shall be 
 entitled to one vote for each share of the stock held by him, but no 
 person shall be eligible as director who is not a stockholder to the 
 amount of twenty shares. The annual meeting of the company for 
 the election of directors shall be held in the city of Petersburg, where 
 the chief office of the said company shall be located, on the first Tues- 
 day in April of each year after this, and at such place as the directors 
 may appoint, ten days’ previous notice of such meeting having been 
 given, by advertisement in one or more of the newspapers published in 
 the city of Petersburg. 
 
 Sec. 12. That the directors shall have power to declare such divi- 
 dends of the profits of the company as they may deem proper, which 
 said dividends shall be apportioned between the stockholders and such 
 classes of policyholders as the directors may, by contract, entitle to 
 share in said dividends, in such proportion, and in such manner as may 
 be determined by the by-laws of the company; provided, that no divi- 
 dend shall be declared when the capital stock would be impaired 
 thereby. 
 
 Sec. 13. All policies of insurance, and other contracts made by the 
 company, signed by the president or officer temporarily acting in his 
 place, and countersigned by such officer as the board may empower, 
 shall be obligatory on the said company, and have the same effect as 
 if attested by a corporate seal. 
 
 Sec. 14. The stockholders may, in general meeting, prescribe the 
 number of directors, by a by-law, to take effect at the next annual 
 meeting ; provided the number so prescribed shall not be less than ten. 
 
 Sec. 15. Every stockholder not in debt to the company, may, at 
 his pleasure, in person or by attorney, assign his stock on the books of 
 
THE LIFE INSURANCE COMPANY OF VIRGINIA. 
 
 125 
 
 the company, or any part thereof, not being less than a whole share ; 
 but no stockholder indebted to the company shall assign, or make trans- 
 fer of his stock, or receive a dividend, until such debt is paid or se- 
 sured to the satisfaction of the board of directors. 
 
 Sec. 16. This act shall be in force from its passage, and shall be 
 subject to alteration, modification, amendment, or repeal, at the pleas- 
 ure of the General Assembly. 
 
 Amendment of 1875. 
 
 Chapter 57. — An act to amend and re-enact Sec. 1 1 of an act approved 
 March 21, 1871, entitled an act to incorporate The Life Insurance 
 Company of Virginia: Approved January i9, 1875. 
 
 Sec. 1. Be it enacted by the General Assembly, that Sec. 11 of an 
 act approved March 21, 1871, entitled an act to incorporate The Life 
 Insurance Company of Virginia, be amended and re-enacted so as to 
 read as follows : 
 
 Sec. 11. The directors of the company shall be elected annually, 
 by the stockholders, on the last Wednesday in January, and they shall 
 elect from their number, at the first meeting of the board after their 
 election, a president and two vice-presidents, and shall have power to 
 appoint such officers, clerks, and agents as the business of the company 
 may require ; to appoint the finance and executive committees, and to 
 fill vacancies occasioned by death or resignation in the board. All 
 elections for directors shall be by ballot, and every stockholder shall be 
 entitled to one vote for each share , of the stock held by him, but no 
 person shall be eligible as director who is not a stockholder to the 
 amount of twenty shares. The annual meeting of the company for the 
 election of directors shall be held in the city of Petersburg, where the 
 chief office of the said company shall be located, on the last Wednes- 
 day in January of each year after this, and at such place as the di- 
 rectors may appoint, ten days’ previous notice of such meeting having 
 been given by advertisement in one or more of the newspapers pub- 
 lished in the city of Petersburg. 
 
 Sec. 2. This act shall be in force from its passage. 
 
 Office of Clerk of House of Delegates and Keeper of the Rolls of 
 Virginia, March 25, 1896. 
 
 The foregoing are copies of acts to incorporate The Life Insurance 
 Company of Virginia, approved March 21, 1871, and an act to amend 
 and re-enact Sec. 11 of an act approved March 21, 1871, entitled an 
 act to incorporate The Life Insurance Company of Virginia, approved 
 January 19, 1875. J. BELL BIGGER, 
 
 C. H. D. and K. of R. of Virginia. 
 
126 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 An act to amend and re-enact Sec. n of an act approved March 21, 
 1871, entitled an act to incorporate the Life Insurance Company 
 of Virginia, approved January 10, 1875. 
 
 Amendment of 1878, Approved March 14, 1878. 
 
 Sec. 1. Be it enacted by the General Assembly of Virginia, that 
 Sec. 11 of an act to incorporate The Life Insurance Company of Vir- 
 ginia, amended January 19, 1875, be amended so as to read as follows: 
 
 Sec. 11. The directors of the company shall be elected annually by 
 the stockholders, on the last Wednesday in January; and they shall 
 elect from their number, at the first meeting of the board after their 
 election, a president and two vice-presidents, and shall have power to 
 appoint such officers, clerks, and agents as the business of the company 
 may require ; to appoint the finance and executive committees, and to 
 fill vacancies occasioned by death or resignation in the board. All 
 elections for directors shall be by ballot, and every stockholder shall 
 be entitled to one vote for each share of stock held by him ; but no 
 person shall be eligible as director who is not a stockholder to the 
 amount of twenty shares. The place for holding the annual meeting 
 of the company shall be fixed by the directors, ten days’ previous notice 
 being given in some paper published in the city or town where the prin- 
 cipal office of the company is located, which city or town may be de- 
 termined or changed at any time by a majority vote of the stockholder; 
 but, unless otherwise located by the stockholders, shall be in the city 
 of Petersburg. This act shall be in force only when accepted by the 
 company. An acceptance shall be determined by a majority vote of the 
 whole stock of the company. 
 
 At a general meeting of the stockholders of The Life Insurance 
 Company of Virginia, held at the company’s office on Wednesday, 
 May 5, 1880, the meeting having been called in conformity with the 
 requirements of the charter, the following resolution was adopted, 
 there being 1690 votes in the affirmative : 
 
 Resolved, By the stockholders of The Life Insurance Company of 
 Virginia, in general meeting, that the amendment to the charter of the 
 company passed by the General Assembly, approved March 14, 1878, be 
 accepted. 
 
 Copy, teste, from minutes of company. 
 
 (Signed) J. W. PEGRAM, Secretary. 
 
 Amendment of 1886. 
 
 Chapter 69. — An act to amend an act entitled an act to incorporate The 
 Life Insurance Company of Virginia. Approved March 21, 1871. 
 Approved February 5, 1886. 
 
THE LIFE INSURANCE COMPANY OF VIRGINIA. 
 
 127 
 
 Sec. 1. Be it enacted by the General Assembly of Virginia, that 
 the second section of an act to incorporate The Life Insurance Com- 
 pany of Virginia, approved March 21, 1871, be amended so as to read 
 as follows : 
 
 Sec. 2. The capital stock of said company may be fixed at not less 
 than fifty thousand dollars, in shares of one hundred dollars each, by 
 consent of the majority in interest of its stockholders, and any holder 
 of stock shall be eligible as a director ; provided that nothing herein 
 contained shall be construed to alter the contingent liability of the 
 stockholders, who are participants in the distribution incident to the 
 reduction of the capital stock of said company, to the holders of the 
 policies of said company : and provided further, that the company shall 
 set aside and hold in reserve for the security of its present policy- 
 holders, a fund, equal to one hundred dollars for each share of stock 
 retired, invested in one or more of the following securities : First, in 
 
 bonds or notes secured by mortgage or deed of trust on unencumbered 
 real estate, worth in each case double the amount loaned ; or second, 
 in bonds of the United States ; or third, in bonds of the State of Vir- 
 ginia, issued under the act of February 14, 1882, or in bonds of the 
 other several States, or incorporated cities and towns therein, at their 
 cash market value ; and provided further, that this act shall not take 
 effect or be operative, so far as it relates to the reduction of the capital 
 stock of the company, until the said company shall show, to the satisfac- 
 tion of the Chancery Court of the city of Richmond, that the said com- 
 pany has made the investment in some one of the securities as above 
 provided, to the amount of the capital stock retired at any time under 
 the operation of this act, which shall be held in trust by the president of 
 the company, as trustee, as collateral to secure the ultimate payment of 
 all existing policyholders. 
 
 Sec. 2. That the following sections may be added to said act : 
 
 Sec. 17. On the application of a majority- in interest of the policy- 
 holders of said company, and with the consent of a majority in interest 
 of its stockholders, the company may be changed into a purely mutual 
 company, the capital being purchased on agreed terms, or loaned at 
 not exceeding lawful interest. 
 
 Sec. 18. Should the company be changed to be purely mutual, 
 under the terms and condition of Sec. 17 of this act, then the directors 
 shall be elected by the policyholders, and any policyholder shall be 
 eligible as director. 
 
 Sec. 19. As soon as practicable after January first of each year, 
 the company shall ascertain the present value of all its outstanding en- 
 gagements for insurance by the American Experience Table of Mor- 
 
128 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 tality at lawful interest. From the sum so ascertained shall be de- 
 ducted the present value of all premium engagements, less the com- 
 pensation allowed to agents for collecting and remitting the same. The 
 sum of the difference shall constitute the reserve of the company. To 
 this sum shall be added each year, from and after the passage of this 
 act, to be held as a surplus, no less than two per centum of the reserve 
 so ascertained ; and no dividend shall at any time be declared to stock- 
 holders or policyholders, which would impair said surplus. 
 
 Sec. 20. The accumulation of surplus may be stopped when the 
 sum shall equal sixty-six per centum of the entire reserve : provided it 
 shall thereafter be maintained at not less than sixty-six per centum. 
 
 Sec. 3. All debts and demands due from said company to the State 
 of Virginia shall be paid in currency, and not in coupons. 
 
 Sec. 4. This act shall be in force from its passage. 
 
 A copy : J. BELL BIGGER. 
 
 Clerk of House of Delegates and Keeper of the Rolls of Virginia. 
 
 March 25, 1896. 
 
 Amendments of 1888. 
 
 In the Circuit Court of the City of Richmond, 
 June 29, 1888. 
 
 On the application of The Life Insurance Company of Virginia, a 
 corporation doing business under the laws of this State, and whose 
 principal office is in the city of Richmond, it is ordered by the court 
 that certain amendments and additions, which are shown to the court 
 to have been approved by a majority of the stockholders of the said 
 company, in a general meeting, held in the city of Richmond on June 
 23, 1888, and called according to law, be made and granted to an act 
 approved on March 21, 1871, entitled an act to incorporate The Life 
 Insurance Company of Virginia ; which amendments and additions are 
 as follows, to wit : 
 
 Sec. 1. That the twelfth section of an act approved March 21, 1871, 
 entitled an act to incorporate The Life Insurance Company of Vir- 
 ginia, be amended so as to read as follows : 
 
 Sec. 12. That the directors shall have power to declare such divi- 
 dends of the profits of the company as they may deem proper, which 
 said dividends shall be apportioned between the stockholders and such 
 classes of policyholders or such individual policyholders- of a class, in 
 such manner and in such proportions as the directors may by con- 
 tract entitle to share in such dividends : provided that no dividends shall 
 be declared when the capital stock would be impaired thereby. 
 
THE LIFE INSURANCE COMPANY OF VIRGINIA. 
 
 129 
 
 Sec. 2. That the following sections be added to said act : 
 
 Sec. 21. The said company shall have the privilege to increase its 
 capital stock from time to time by a vote of the stockholders at any 
 annual or special meeting ; and should the capital stock be at any time 
 increased, the stockholders at the time of such increase shall be en- 
 titled to a pro rata share of such increase upon the payment of the par 
 value of the same. 
 
 Sec. 22. The said company may, out of its accumulated profits or 
 surplus funds, purchase, at any time prior to the maturity or termina- 
 tion thereof, to the end that the same may be discontinued and can- 
 celed, such of its endowment or other policies as shall express on their 
 face the provisions embodied in this section, and the conditions of 
 which policies binding upon the insured shall have been fully kept and 
 performed : provided, that the price it may offer for any of said poli- 
 cies shall not be greater than the face thereof, and that said price shall 
 be accepted by the insured, and not otherwise ; and said company shall 
 have the privilege to designate, from time to time, impartially, such of 
 said policies, the conditions of which shall have been fully kept and 
 performed, as it will offer to purchase, such designation and the prices 
 to be offered and the times at which said prices shall be offered, to be 
 in such manner as the board of directors may from time to time de- 
 termine. 
 
 Virginia : In the clerk’s office of the Circuit Court of the city of 
 Richmond, June 29, 1888. The above amendment to charter of The 
 Life Insurance Company of Virginia was this day received and re- 
 corded, and is hereby certified to the Secretary of the Commonwealth 
 of Virginia for recordation. 
 
 (Teste :) ALFRED SHEILD, 
 
 Clerk. 
 
 Commonwealth of Virginia, Office of Secretary of Commonwealth, 
 
 Richmond, July 2, 1888. 
 
 Fee paid ; charter lodged and recorded in Look No. 7, page 190. 
 
 H. W. FLOURNOY, 
 Secretary of Commonwealth. 
 
 Virginia : Office of Secretary of the Commonwealth, 
 
 Richmond, July 2, 1888. 
 
 I hereby certify that the foregoing is a true copy of the amendment 
 and additional sections of the charter of The Life Insurance Company 
 of Virginia, as of record in this office. 
 
 Given under my hand and seal of office this second day of July, 1888. 
 
 H. W. FLOURNOY, 
 Secretary of Commonwealth. 
 
130 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Amendments of 1894. 
 
 Virginia : In the Circuit Court in the City of Richmond, 
 
 December 8, 1894. 
 
 It appearing to the court, that, at a general meeting of the stock- 
 holders of The Life Insurance Company of Virginia, held pursuant to 
 law, in which meeting 999 shares of the capital stock, embracing all 
 the stockholders except the holders of one share, were represented in 
 person or by proxy, the president of said company was authorized and 
 directed to file a petition asking for certain amendments to the charter 
 of said company — and said petition duly sworn to by G. A. Walker, 
 president, together with a certified copy of the amendments asked for, 
 and a copy of the charter of said company having been presented to 
 and considered by the judge of this court, it is ordered that the charter 
 of said The Life Insurance Company of Virginia granted by act of 
 General Assembly of Virginia, entitled an “Act to incorporate The 
 Life Insurance Company of Virginia/’ approved March 21, 1871, be 
 amended in the words and figures as set forth in said petition, to wit. : 
 That Sec. 8 of said charter be amended so as to read as follows : 
 
 Sec. 8. That it shall be lawful for said corporation to purchase, 
 hold and convey real estate as follows : 
 
 First. Such as shall be requisite for its immediate accommodation 
 in the convenient transaction of its business ; or, 
 
 Second. Such as shall have been mortgaged to it in good faith, by 
 way of security, for loans previously contracted, or for moneys due ; or, 
 Third. Such as shall have been purchased at sales upon judgments, 
 decrees or mortgages, obtained or made for such debts ; or, 
 
 Fourth. Such as shall have been conveyed to it in satisfaction of 
 debts previously contracted in the course of its dealings. 
 
 And it shall also be lawful for said company to improve, exchange 
 for other property real or personal, or otherwise use or dispose of 
 said real estate, or any part or parcels thereof, and all such real estate 
 as shall not be necessary for the accommodation of said company in the 
 convenient transaction of its business shall be sold and disposed of 
 within twenty years after the said company shall have acquired title to 
 the same, and it shall not be lawful for the said company to hold such 
 real estate for a longer period than that above mentioned. 
 
 That Sec. 9 of said charter shall be amended so as to read as follows : 
 Sec. 9. That the president, under the supervision of the finance 
 committee, shall have power to invest the capital stock and accumu- 
 lated profits, or surplus funds, of the said company, in such manner as 
 they may deem best for the interests of the company; but the stock- 
 holders of this company shall not be liable for any loss, damage or re- 
 
THE LIFE INSURANCE COMPANY OF VIRGINIA. 
 
 I 3 I 
 
 sponsibility beyond the amount of stock subscribed by them respec- 
 tively, and any profits accruing therefrom and undivided ; and the pre- 
 mium reserve or reinsurance fund shall be invested in or loaned out 
 upon the following securities and no other: 
 
 First. The real estate as herein described. 
 
 Second. Bonds or negotiable paper secured by mortgage or deed of 
 trust on unencumbered real estate where the amount secured thereon 
 shall not exceed two-thirds of the estimated value of said real estate if 
 the same be improved, or one-half the estimated value thereof if the 
 same consists of farms or vacant lands. 
 
 Third. Stocks of the United States of America. 
 
 Fourth. Stocks of the several States and of incorporated cities 
 therein. 
 
 Fifth. Bonds of any incorporated company. 
 
 Sixth. Obligations secured by this company’s policy contracts in 
 force. 
 
 That Sec. 14 of said charter shall be amended so as to read as 
 follows : 
 
 Sec. 14. The stockholders may, in general meeting, prescribe the 
 number of directors, by a by-law, to take effect at the next annual meet- 
 ing; provided the number so prescribed shall not be less than seven. 
 
 And it is further ordered that said amendments be recorded by the 
 clerk of this court, and a copy thereof be certified to the secretary of the 
 Commonwealth for record in his office : 
 
 A copy — Teste : E. M. RO WELLE, 
 
 Clerk. 
 
 In the Clerk’s Office of the Circuit Court of the City of Richmond, 
 
 December 8, 1894. 
 
 The foregoing copy of an order of the said court amending the 
 charter of The Life Insurance Company of Virginia, was this day 
 received in the clerk’s office of said court, recorded and is hereby cer- 
 tified to the secretary of the Commonwealth of Virginia for recordation. 
 
 A copy— Teste : E. M. ROWELLE, 
 
 Clerk. 
 
 At a general meeting of stockholders of this company held this day, 
 pursuant to adjournment from the thirtieth day of November, 1894, 
 John G. Walker was called to the chair and G. A. Walker appointed 
 secretary : 
 
 A committee was appointed to ascertain if a quorum of the stock- 
 holders was present, and this committee reported present in person and 
 bv proxy nine hundred and ninety-nine shares, which embraced every 
 share except one, as to which it was represented to the meeting that it 
 
1 3 2 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 appears by the books of the company to stand in the name of J. C. 
 McConnell, which party lays no claim to it, and its ownership is there- 
 fore unknown. 
 
 The president of the company, Mr. G. A. Walker, laid before the 
 meeting the amendments to the charter of the company granted by 
 the Circuit Court of Richmond on the eighth day of December, 1894, 
 and the same were read before the meeting. 
 
 On the motion of Air. W. J. Walker, the following resolution was 
 unanimously adopted : 
 
 Resolved, That the stockholders, in general meeting assembled, hav- 
 ing heard read the amendments made to the charter of this company 
 by the Circuit Court of Richmond on the eighth of December, 1894, do 
 approve and accept the said amendments as incorporated in and as a 
 part of their said charter, and doth order that the same be recorded in 
 the records of this company. 
 
 Resolved, That by-law No. 3 be amended so as to read as follows, 
 and to take effect from and after the next annual meeting of the com- 
 pany, viz. : 
 
 No. 3. That the board of directors of this company shall consist of 
 nine members. 
 
 Copy — Teste from the records of the company of meeting held De- 
 cember 12, 1894. 
 
 G. A. WALKER, 
 Secretary. 
 
MANHATTAN LIFE 
 
 133 
 
 MANHATTAN LIFE INSURANCE COMPANY. 
 
 [Declaration.] — We, the subscribers, have, under and in pursuance 
 of the act of the Legislature of the State of New York, entitled “An 
 act to provide for the incorporation of insurance companies/’ passed 
 April 10, 1849, associated and formed an incorporated company to 
 make insurance on the lives of individuals and against accidents by 
 travel and every insurance appertaining thereto or connected with such 
 risks, and to grant, purchase, or dispose of annuities ; and we do hereby 
 declare that the following is a copy of the charter proposed to be 
 adopted by us, viz. : 
 
 Sec. 1. [Name.] — The name of the company shall be the “Man- 
 hattan Life Insurance Company, ” and the place of business shall be in 
 the city of New York. 
 
 Sec. 2. [Business .] — The business of the company shall be to make 
 insurance on the lives of individuals, and against accidents by travel, 
 and every insurance appertaining thereto, or connected with such risks, 
 and to grant, purchase, or dispose of annuities. 
 
 Sec. 3. [Capital.] — There shall be a guarantee capital of at least 
 one hundred thousand dollars, to be divided into shares of fifty dollars 
 each, which shall be personal property, transferable on the books of 
 the company, in conformity with its by-laws. 
 
 Sec. 4. [Poivcrs of Directors.] — The corporate powers of the 
 company shall be vested in and exercised by a board of directors, and 
 such officers and agents as they may appoint. 
 
 Sec. 5. [Directors must be Stockholders .] — The board of directors 
 shall consist of thirty-six persons, a majority of whom shall be citizens 
 of the State of New York, and at least one-half of whom shall be pro- 
 prietors of at least ten shares each of the guarantee capital, and the 
 remaining one-half may be either insurers of life policies paying a 
 premium to the company of at least one hundred dollars per annum, or 
 persons entitled to annuities of not less than one hundred dollars per 
 annum. 
 
 Sec. 6. [First Board of Directors.] — The following persons shall 
 be the first directors, to wit : E. D. Morgan, David Austin, Caleb S. 
 Woodhull, A. A. Alvord, Eleazor Parmly, D. H. Haight, David S. 
 Mills, Jr., Denton Pearsall, John P. Ware, L. C. Carter, J. B. Herrick, 
 
*34 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Jas. Van Norden, James C. Baldwin, D. Burtnett, George Webb, Wil- 
 liam J. Valentine, J. F. Conklin, Charles A. Mead, Mindert Van 
 Schaick, Ambrose C. Kingsland, E. J. Brown, Silas C. Herring, Enoch 
 Dean, Nathaniel G. Bradford, John S. Harris, George Hastings, Ed- 
 ward Haight, E. J. Anderson, Humphrey Phelps, William K. Strong, 
 J. S. Williams, H. Stokes, William Burger, E. K. Bussing. James 
 McLean, Thomas Greenleaf, and shall hold their offices until their 
 successors shall be appointed. 
 
 Sec. 7. [ Three Classes of Directors .] — The board of directors shall 
 
 divide itself by lot into three classes of twelve each. The term of office 
 of the first class shall expire at the end of two years, from the second 
 Tuesday in May, 1850; that of the second class at the end of three 
 years, and that of the third class at the end of four years. And on and 
 after the first Tuesday of May, 1852, twelve directors shall be annually 
 chosen, who shall hold office for three years or until their successors 
 are elected. Directors shall be re-eligible, and vacancies occurring in 
 the intervals of election may be filled by the board. Every election for 
 directors shall be by ballot, and a plurality of votes shall elect. Three 
 inspectors, to preside at the next election, shall be elected at the same 
 time and in the same manner. 
 
 Sec. 8. [Annual Elections .] — Elections for directors shall be held 
 
 annually, on the second Tuesday in May, at the office of the company; 
 and the board shall give at least ten days notice thereof, in two daily 
 newspapers published in said city. 
 
 Sec. 9. [Policyholders Entitled to Vote.] — Every shareholder shall 
 be entitled to one vote for directors for each and every share of the 
 guaranteed capital standing in his name on the books of the company ; 
 and any person insured for life, paying a premium of at least seventy- 
 five dollars per annum, or entitled to an annuity of not less than 
 seventy-five dollars per annum, shall be in like manner entitled to one 
 vote ; and it shall be lawful for any member of the company possessing 
 the right to vote, to do so by proxy, duly authorized in writing. 
 
 Sec. 10. [Quorum.] — Seven directors shall constitute a quorum 
 
 for the transaction of business : but a less number may meet and ad- 
 journ, from time to time, until a quorum is present. 
 
 Sec. 11. [Election of President.] — The board of directors shall, 
 immediately on the organization of the company, and annually there- 
 after. elect one of their own number, being a citizen of this State, presi- 
 dent of the company. 
 
 Sec. 12. [By-Laws.] — The board shall have power to enact 
 
 by-laws, rules and regulations for the government of the officers and 
 agents of the company, and the conduct of its affairs, not inconsistent 
 
MANHATTAN LIFE. 
 
 135 
 
 with the constitution and laws of this State. No alteration or amend- 
 ment of the original by-laws, nor any addition thereto, shall be made, 
 except by a vote of the majority of the board of directors. The board 
 shall be convened for such purpose by a notice to each director, ex- 
 pressing the alteration, amendment, or addition proposed to be made, 
 and the ayes and nays shall be taken and recorded in the book of 
 minutes on each question. 
 
 Sec. 13. [Premiums.] — The board may regulate the amount of 
 premium and the mode and manner of the payment of the same. 
 
 Sec. 14. [Powers of the Board.] — The board shall possess all the 
 powers usually vested in boards of directors, and not inconsistent with 
 this charter, or the constitution and laws of this State. 
 
 Sec. 15. [Capital may he Increased.] — The capital of the company 
 may be increased indefinitely by the accumulation of profits, except as 
 hereinafter provided. The accumulated capital shall be represented by 
 scrip, which shall be issued from time to time to the policyholders. 
 
 Sec. 16. [Interest on Capital.] — The holders of the guarantee capi- 
 tal shall be entitled to an annual interest not exceeding seven per cent 
 thereon ; the first payment of such interest to be made at the expiration 
 of one year from the date of the issue of the first policy by the com- 
 pany. The holders of scrip shall be entitled to an annual interest, not 
 exceeding six per cent thereon, provided there shall remain of the 
 receipts of the company sufficient for that purpose, after payment of 
 the current expenses and losses of the company and an adequate pro- 
 vision for outstanding policies. In case there shall not remain of the 
 receipts of the company, for any year, after paying the losses and ex- 
 penses of that year, and providing for outstanding policies, sufficient to 
 pay the interests provided for in this section, the interest on the guar- 
 anteed capital shall be paid first, and the balance, if any there be, be 
 divided pro rata among the holders of the scrip. 
 
 Sec. 1 7. [Dividends to Policyholders.] — After the current ex- 
 penses, losses and interests provided for the preceding section, are as- 
 certained for each year, and paid, and an adequate provision for out- 
 standing policies made, one-eighth of the profits shall be paid to the 
 holders of the guarantee capital ; the remaining seven-eighths shall be 
 issued in scrip once every three years to the holders of a policy which 
 shall have been in existence for one year previous to such issue, and 
 which policy shall be unexpired. In case of the death of an insured 
 party, scrip for his proportion of the profits of said company, which 
 may have accrued previous to his decease and since the last issue of 
 scrip, shall, at the next succeeding time of issuing scrip, be issued to 
 his legal representatives or assigns. The first issue of scrip may be 
 
i 3 6 
 
 CHARTERS OF LIFE INSURANCE’ COMPANIES. 
 
 made on the first day of January, 1854, or within thirty days there- 
 after, and the second and all subsequent issues of scrip shall be made 
 in three years from the first day of January, in the last preceding year 
 in which was or would have been issued, the profits if the company 
 had allowed such issue, or within thirty days thereafter ; but in making 
 such issue of scrip no fractions of a year shall be allowed. After such 
 profits shall amount to five hundred thousand dollars, the directors 
 may, in their discretion, apply the further profits to the payment of the 
 scrip issued for profits, and new scrip shall be issued for the profits of 
 each year. 
 
 Sec. 18. [Scrip may be Assessed.] — The scrip shall be exhausted 
 in the payment of the liabilities of the company before the guarantee 
 capital shall be impaired ; and all scrip for profits shall contain a pro- 
 vision to this effect. In case the losses of any one year shall exceed 
 the profits of that year, the excess shall be assessed on all outstanding 
 scrip, and shall be charged to the holders thereof respectively. In- 
 terest thereafter shall be payable at a rate not exceeding six per cent 
 per annum upon the amount of scrip as reduced by such assessment 
 (except as herein otherwise provided), until such amount shall be 
 further reduced by losses, or until such scrip shall be redeemed by 
 profits. 
 
 Sec. 19. [Non-payment of Premiums.] — Any person insuring in 
 the company, who shall omit to pay any premium, or any periodical 
 payment, due from him to the company, shall thereby forfeit to the 
 company, all claims under his policy, and all previous payments made 
 by him, except that in case any scrip shall have been issued, the right 
 thereto shall not be affected by such default. 
 
 Sec. 20. [Purchase of Policies.] — The board of directors may, for 
 the benefit of the company, purchase all policies of insurance and other 
 obligations issued by the company ; and may also extinguish, by pur- 
 chase, all claims and demands of policyholders, for profits declared or 
 accumulating. 
 
 Sec. 21. [Fiscal Year.] — The company's fiscal year shall com- 
 mence on the first day of January and terminate on the thirty-first day 
 of December, in each year. E. J. Brown, Enoch Dean, George Hast- 
 ings, N. G. Bradford, J. B. Herrick, D. Pearsall, A. A. Alford, James 
 Harper, M. Van Shaick, William J. Valentine, Henry Stokes, D. E. 
 Morgan, Lewis B. Loder, Edmund L. Bussing, L. C. Carter. J. Van 
 Norden, A. C. Kingsland, J. C. Baldwin, Daniel Kingsland, T. W. 
 Dick, John P. Ware, Jacob Miller, G. Cleland, John S. Williams, Jonas 
 F. Conklin, D. Austin Muir, Lewis Beach, J. S. Harris, Silas C. Her- 
 ring, C. S. Woodhull, William A. Mead, E. Parmlv. 
 
MANHATTAN LIFE. 
 
 137 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 The Board of Directors. 
 
 Sec. 1. Elections. — A stated meeting of the board of directors shall be held 
 on the day of each annual election, after such election, at which meeting a com- 
 mittee of five directors shall be elected by ballot, whose duty it shall be to nom- 
 inate candidates for the several standing committees, to be elected as described 
 below. On the day following each annual election for directors, a meeting of 
 the board shall be held at the office of the company, at which time a president 
 shall be elected by ballot, whose term of office shall continue for the ensuing 
 year. At the same meeting four standing committees, of four directors each, 
 shall be elected by ballot, to serve for the ensuing year. Said committees shall 
 be : 
 
 A finance committee. 
 
 A committee on claims. 
 
 A committee on agencies and insurance. 
 
 A committee of audit. 
 
 The president shall also be ex-officio a member of each of said committees. 
 
 In case of the death or resignation of the president, or of any of the members 
 of either standing committee, the board may by ballot fill the vacancy for the 
 unexpired term. 
 
 Sec. 2. Examination. — At the stated monthly meeting in December in each 
 year, an examination committee, consisting of four directors (none of whom 
 shall at the time be members of the finance committee) shall be elected by ballot, 
 whose duty it shall be to examine the accounts, funds, securities and property 
 of the company, and report thereon to the board prior to the declaration of the 
 annual dividend. 
 
 Sec. 3. Nominating Committee. — At the stated monthly meeting in April in 
 each year, a committee of five directors shall be elected by ballot, whose duty it 
 shall be to nominate directors to be voted for at the annual election, to take the 
 places of those in the class whose office expires in the succeeding month, and to 
 nominate three inspectors of election to be voted for at said election. 
 
 Sec. 4. Directors’ Meetings. — The directors shall hold a stated meeting at the 
 office of the company, on the' second Tuesday of every month. Special meetings 
 may be called upon reasonable notice by the president ; or by the secretary, upon 
 the request of either of the standing committees or of any three directors ; such 
 call shall indicate the business to be transacted. 
 
 Sec. 5. Committees and Inspectors. — All other committees, except those above 
 specified, or as ordered by the board of directors, shall be appointed by the presi- 
 dent, who may also appoint one or more inspectors of election in case of vacancy. 
 
 Sec. 6. Presiding Officer. — The president, or, in his absence, the vice-presi- 
 dent, or in their absence, a director elected by a majority of a quorum present, 
 shall preside at every meeting of the board of directors. 
 
 The Officers and Their Duties. 
 
 Sec. 7. Officers. — The officers of the company shall be a president, a vice- 
 president, a second vice-president, a secretary, an assistant secretary, and an 
 actuary. 
 
 Sec. 8. Selection of Officers. — The officers above mentioned, except the presi- 
 dent, and such other officers as may be required, shall be elected or appointed 
 
I38 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 as the board of directors may from time to time determine. All officers men- 
 tioned in section 7, except the president, shall hold their respective offices during 
 the pleasure of the board. 
 
 Sec. 15. Standing Committees. — It shall be the duty of each of the several 
 standing committees at the first meeting after their election, to organize by the 
 appointment of one of their number as chairman. 
 
 Each of said committees shall, in a book to be provided for the purpose, keep 
 a true record of their proceedings, which records shall be read at each stated 
 meeting of the board. 
 
 Sec. 16. Reports. — All the standing committees shall report to the board the 
 condition of the department to which their duties relate, at the stated meetings 
 in January and July, and as often as they may deem proper, and make any sug- 
 gestions which they may deem suitable for the improvement of the affairs of 
 the company. Such reports shall be in writing, and signed by the members con- 
 curring therein. 
 
 Sec. 17. Meetings. — All the standing committees shall be subject to the call 
 of the president, or in his absence, by either of the vice-presidents; or by the 
 secretary, at the request of the chairman of such committees. 
 
 Sec. 18. Finance Committee. — The chairman of the finance committee, in the 
 absence of the president from sickness or other cause, shall perform all the duties 
 of the president in the control and management of the finances of the company 
 and the custody of its securities and property. The committe shall exercise a 
 general supervision over the funds and property of the company, examine the 
 accounts, funds, securities, property and cash on hand, quarterly, or oftener, at 
 their discretion, and report at the next stated meeting of the board, and direct 
 the making and calling in of all investments and loans. 
 
 Sec. 19. Committee on Claims. — The committee on claims shall examine all 
 the proofs and papers relating to claims by death, and report at each stated meet- 
 ing of the board the amount of claims pending or established, with such facts 
 and recommendations as they may deem proper. 
 
 Sec. 20. Committee on Agencies and Insurance. — The committee on agencies 
 and insurance shall, with the officers of the company, determine the form of the 
 policies and annuity bonds to be issued, and the kind of risks to be taken, and 
 shall have the pow r er to establish agencies, appoint, remove, and control the agents 
 of the company, and determine the character and amount of their compensation. 
 
 Sec. 21. Committee of Audit. — It shall be the duty of the committee of audit 
 to audit all accounts and bills, and the current expenses of the company, at least 
 twice in every year, and report to the board. 
 
 Miscellaneous. 
 
 Sec. 22. Insurance Payments or Compromise Losses. — The president and 
 vice-presidents shall have the power to effect insurance on applications approved 
 by the medical department. They may pay or compromise any claim occasioned 
 by the death of the insured, with the assent of the committee on claims. 
 
 Sec. 23. Deposits of Money. — All moneys received by the company shall be 
 deposited in a bank or banks or trust companies to be designated by the finance 
 committee. Deposits shall be made daily, to the credit of the company, when- 
 ever the sum on hand exceeds five thousand dollars. 
 
 Sec. 24. Signing Check and Drafts. — All checks or drafts on the banks or 
 trust companies, in which deposits may be made, shall be signed by the president 
 
MANHATTAN LIFE. 
 
 139 
 
 or one of the vice-presidents, and countersigned by two of the other officers, and 
 drawn payable to the order of the person entitled to receive the money. 
 
 Sec. 25. Borrowing Funds. — No officer or employee of the company shall, 
 directly or indirectly, borrow the funds of the company, or in any manner use 
 the same for his private purposes. 
 
 No officer or employee of this company shall receive any emolument in the 
 shape of fees or commissions, either directly or indirectly, for any business con- 
 nected with the company, otherwise than as provided by the board, except com- 
 missions upon insurance or annuities issued upon applications procured by them. 
 
 The officers shall receive such compensation as the board of directors may 
 determine, and all employees, except agents, shall receive such compensation as 
 the board of directors or the president may determine. 
 
 Investments. 
 
 Sec. 26. Investments ; Real Estate Loans, Requirements. — All investments of 
 stocks and bonds shall be made in the name of “The Manhattan Life Insurance 
 Company,” except such as the law or Insurance Departments or government 
 may otherwise direct. 
 
 Before any money shall be paid out for authorized loans on real estate, the 
 president shall receive a bond duly executed, satisfactory policy or policies of 
 fire insurance upon any buildings thereon, and the certificate of the counsel of 
 the company that the title is valid and unincumbered, and that the mortgage is 
 duly executed and delivered. 
 
 Amendments to the By-Laws. 
 
 Sec. 27. No alteration or amendment of the by-laws, nor any addition thereto, 
 shall be made except by a vote of a majority of the board of directors, after 
 reasonable previous notice in writing sent to each director, expressing in sub- 
 stance the alteration, amendment or addition proposed to be made, and of the 
 meeting at which it shall be voted upon. The ayes and nays shall be taken and 
 recorded in the book of minutes. 
 
 I hereby certify that I am the secretary of The Manhahttan Life Insurance 
 Company of New York, and that the foregoing is a true and correct copy of the 
 by-laws of said company in force on this date. J. H. GIFFIN, 
 
 New York, November 17, 1903. Secretary. 
 
140 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 THE MARYLAND LIFE INSURANCE COMPANY OF 
 BALTIMORE. 
 
 An act to incorporate the Maryland Life Insurance Company of Balti- 
 more, passed March io, 1864, and amended February 28, 1867. 
 
 Sec. 1. Be it enacted by the General Assembly of Maryland, That 
 A. H. Barnitz, J. K. Caldwell, Simon Grinsfelder, James Glassgow, 
 William Hanna, Lewis Sutton. W. Alexander, George A. Mills and 
 Thomas Kemp, their associates, successors and assigns shall be and 
 they are hereby incorporated as a body politic, under and by the name 
 of The Maryland Life Insurance Company of Baltimore, and by that 
 name shall have perpetual succession, sue and be sued, plead and be 
 impleaded, make and use a common seal, and the same to break, alter 
 and amend at pleasure, when and as the}' may think proper ; and ex- 
 ercise and enjoy all the rights, privileges and immunities of and apper- 
 taining to a body politic and corporate. 
 
 Sec. 2. And be it enacted. That the business of the said corporation 
 shall be to make insurance on the lives of individuals, and accidents by 
 travel, and every insurance appertaining thereto, or connected with 
 such risks, and to grant, purchase or dispose of annuities. 
 
 Sec. 3. And be it enacted. That there shall be a guarantee capital 
 of at least one hundred thousand dollars, to be divided into shares of 
 twenty dollars each, which shall be personal property transferable on 
 the books of the company in conformity with its “by-laws." 
 
 Sec. 4. And be it enacted. That the said guarantee capital stock 
 shall be invested in the securities of the United States, the State of 
 Maryland, or of the city of Baltimore, either one or all of said securi- 
 ties, and the same deposited with the treasurer of this State as a guar- 
 antee for the payment of the policies of insurance issued by said com- 
 pany. And the said company, from time to time as they shall deem 
 proper, may sell and dispose of said securities, and exchange and re- 
 deposit the same with the said treasurer under such rules and regula- 
 tions for said exchange and redeposit as said treasurer shall direct, the 
 said company confining the said business of sale, disposition and ex- 
 change of said securities to either or all of said securities, above named 
 in this section, the interest and profits accruing and made on said se- 
 curities, and the sale or exchange thereof, to be collected by and paid 
 over to said company. 
 
MARYLAND LIFE. 
 
 141 
 
 Sec. 5. And be it enacted, That the said A. H. Barnitz, J. K. Cald- 
 well, Simon Grinsfelder, James Glassgow, William Hanna, Lewis 
 Sutton, W. Alexander, George A. Mills and Thomas Kemp, be, and they 
 are hereby constituted and appointed commissioners, or a majority of 
 them to open books in the city of Baltimore, at such time and in such 
 manner, and under such rules and regulations as they or a majority of 
 them shall deem proper, to take the subscriptions to the said guarantee 
 capital stock ; and when the sum of twenty-five thousand dollars shall 
 have been subscribed and actually paid in and invested in either or all 
 of the securities hereinbefore named, and the said securities deposited 
 with the treasurer of this State as aforesaid, and the said treasurer’s 
 certificate therefor obtained and published in one or more newspapers 
 of the city of Baltimore, the said company shall organize by the elec- 
 tion and appointment of its officers, agents and servants, and thereupon 
 at once commence and conduct its business. 
 
 Sec. 6. And be it enacted, That the corporate powers of said com- 
 pany shall be vested in and exercised by a board of directors and such 
 officers and agents as they may appoint. 
 
 Sec. 7. And be it enacted, That an election for directors of said 
 company shall be held annually, on the second Tuesday of May next 
 succeeding the organization of said company, for business, at the office 
 of the company, in the city of Baltimore, and the board shall give at 
 least ten days’ notice thereof in two daily newspapers published in 
 said city. The board of directors to be elected as aforesaid shall con- 
 sist of nine persons, a majority of whom shall be citizens of the State 
 of Maryland, and at least one-half of whom shall be proprietors of at 
 least twenty shares each of the said guarantee stock. 
 
 Sec. 8. And be it enacted, That each shareholder, at the elections 
 for directors, shall be entitled to one vote, in person or bv written proxy, 
 for each and every share of the said guarantee capital stock standing- 
 in his name on the books of the company. Any person insured for 
 life, paying a premium of at least seventy-five dollars per annum, or 
 a sum in instalments ecpial thereto, and any person entitled to an an- 
 nuity of not less than seventy-five dollars per annum, shall be entitled 
 to one vote in person. 
 
 Sec. 9. And be it enacted. That five directors shall constitute a 
 quorum for the transaction of business ; a less number may meet and 
 adjourn from time to time until a quorum be present. 
 
 Sec. to. And be it enacted, That the board of directors selected as 
 aforesaid, upon entering upon the discharge of their duties, shall elect 
 one of their own number, being a citizen of this State, president of the 
 company. 
 
I 4 2 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. ii. And be it enacted. That the said board of directors shall 
 establish the principal office of said company in the city of Baltimore, 
 but the}- may constitute and establish agencies when and where, as they 
 may deem proper ; they shall have power to enact “by-laws, rules and 
 regulations,” for the government of its officers, agents and servants, 
 and the management of its affairs not inconsistent with this act or the 
 constitution and laws of this State ; the said by-laws from time to time 
 may alter, amend or be added to by a majority vote of the board of 
 directors, for which purpose the board of directors shall be convened, 
 by notice in writing to each director, expressing the alteration, amend- 
 ment or addition proposed to be made, and the yeas and nays shall be 
 taken and recorded in the book of minutes on each question; it may 
 regulate the amount of premium, and the mode, manner, time and in- 
 stalments of the payment of the same ; it shall possess all the powers 
 usually vested in boards of directors not inconsistent with the pro- 
 visions of this act. 
 
 Sec. 12. And be it enacted, That the capital of the company may be 
 increased indefinitely by the accumulation of profits, and be invested 
 over and above the said one hundred thousand dollars in real and per- 
 sonal property in the manner and at the times determined upon by the 
 said board of directors. 
 
 Sec. 13. And be it enacted. That the holders of the said guarantee 
 capital shall be entitled to an annual dividend not exceeding seven per 
 centum, the first payment thereof to be made at the expiration of one 
 year from the date of the issue of the first policy by the company. 
 
 Sec. 14. And be it enacted. That the board of directors shall, every 
 three years or oftener, in their discretion, after having reserved a sum 
 sufficient to pay the said dividend, and after having made an adequate 
 provision for outstanding policies and the payment of the current ex- 
 penses and losses of the company, ascertain the net profits of the busi- 
 ness of the company, and pay one-eighth of the same to the holders of 
 the said guarantee capital, and equitably credit the holders of the sev- 
 eral classes of participating policies with the remaining seven-eights, 
 and determine the time and manner of paying the same. 
 
 Sec. 15. And be it enacted, That any person insuring in the com- 
 pany who shall omit any premium or any periodical payment due from 
 him to the company shall thereby forfeit to the company all claims 
 under his policy and all previous payments made bv him. unless there 
 be expressed in his policy a non-forfeiture of the same. 
 
 Sec. 16. And be it enacted. That the board of directors may, for 
 the benefit of the company, purchase all policies of insurance and other 
 
MARYLAND LIFE. 
 
 143 
 
 obligations issued by the company, and may also extinguish by purchase 
 all claims and demands of the policyholders. 
 
 Sec. 17. And be it enacted, That it shall be lawful for any married 
 woman, by herself and in her name, or in the name of any third person, 
 with his consent, as her trustee, to cause to be insured in said com- 
 pany, for her sole use, the life of her husband for any definite period, 
 or for the term of his natural life, and in case of her surviving her 
 said husband, the sum or net amount of the insurance becoming due 
 and payable by the terms of the insurance shall be payable to her, to 
 and for her own use, free from the claims of the representatives of her 
 husband or of any of his creditors. In case of the death of the wife 
 before the decease of the husband, the amount of insurance may be 
 made payable, after the death of the husband, to her children, or, if 
 under age, to their guardian for their use. In the event of there being 
 no children, she may have power to devise, and, if dying intestate, then 
 to go to the next of kin. 
 
 Sec. 18. And be it enacted, That this act shall take effect from the 
 date of its passage. 
 
144 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY. 
 
 Be it enacted by the Senate and House of Representatives in General 
 Court assembled, and by the authority of the same, as follows : 
 
 Sec. i. [Title.) — Alexander H. Avery, James M. Thompson, Wil- 
 liam Rice, their associates and successors, are hereby made a corpora- 
 tion, by the name of the “Massachusetts Mutual Life Insurance Com- 
 pany,” in the town of Springfield, for the purpose of making insurance 
 on lives, with all the powers and privileges and subject to all the duties, 
 liabilities and restrictions set forth in the forty-fourth chapter of the 
 revised statutes. 
 
 Sec. 2. [Capital.] — There shall be an original guarantee capital 
 stock subscribed to the said corporation, which shall be one hundred 
 thousand dollars, to be divided into shares by the corporation, half of 
 which shall be paid in, in money, before the said corporation shall go 
 into operation for the purpose of making insurance ; the other half of 
 the said stock may be called for by the directors, from time to time, 
 when they deem it necessary or expedient, and shall be paid in by the 
 holders of the stock which shall always stand pledged to the corpora- 
 tion, for all such assessments so called for. 
 
 Sec. 3. [First Board of Directors .) — At the first meeting of the 
 corporation, a number of directors, not less than eight, shall be chosen 
 by the subscribers to the guarantee stock, who shall hold their offices 
 for one year, and until others shall be chosen in their stead : at all sub- 
 sequent elections of directors, the number shall be such as may be pro- 
 vided for by a previous vote of the directors, not less than seven, or by- 
 law of the corporation ; and in case of no provision on this subject, the 
 number shall be the same as at the first election, one-half of whom shall 
 be elected by the stockholders, and the other half by the assured mem- 
 bers who are not holders of guarantee stock, voting in separate bodies ; 
 the directors shall all be either stockholders or assured, and on ceasing 
 to be such shall cease to hold the said office. 
 
 Sec. 4. [Dividends to Stockholders .) — Whenever the net surplus 
 receipts of the corporation, over the losses and expenses, and after the 
 providing for risks, shall be sufficient for the purpose, the stockholders 
 shall be entitled to an annual dividend of seven per cent, or to such less 
 dividend as may be agreed upon at the time of subscribing for the 
 stock ; and in case such dividends shall not be made in anv one vear. it 
 
MASSACHUSETTS MUTUAL LIFE. 
 
 145 
 
 shall be made good at a subsequent period, when the net resources of 
 the company shall be sufficient for paying the same. 
 
 Sec. 5. [Investments .] — The funds of the said corporation shall be 
 invested in such purchases and loans as are permitted to savings banks, 
 in the seventy-eighth and seventy-ninth sections of the thirty-sixth 
 chapter of the revised statutes, and in the forty-fourth chapter of the 
 acts of the year one thousand eight hundred and forty-one. The said 
 company may hold real estate to an amount not exceeding ten thousand 
 dollars, for the purpose of securing suitable offices for the institution. 
 
 Sec. 6. [Redemption of Guarantee Stock .] — After providing for 
 risks, losses, incidental expenses and dividends, as aforesaid, the di- 
 rectors shall set apart one-quarter of the estimated surplus funds and 
 receipts as a reserved fund, to be applied to the redemption of the guar- 
 antee stock, and whenever, after the expiration of ten years from the 
 time of organizing the company, the amount of such reserve fund shall 
 be sufficient for the purpose, and the assured shall vote to redeem the 
 said guarantee stock, the same shall be redeemed. 
 
 Sec. 7. [ Policyholders to Choose Directors .] — Upon the redemp- 
 
 tion and extinguishment of the guarantee stock, under the provisions 
 of the sixth section, the directors shall be chosen by the assured. 
 
 Sec. 8. [Dividends to Policyholders.] — At the expiration of every 
 period of five years from the time of the organization of the company, 
 the remaining three-quarters of the estimated surplus funds and re- 
 ceipts shall be reimbursed to and among the assured in proportion to 
 the whole amount of premiums paid during the preceding five years. 
 
 Sec. 9. [Payment to General Hospital .] — The said corporation 
 shall, on the third Monday of January, in every year, pay over to the 
 trustees of the Massachusetts General Hospital, one-third of the net 
 profits, if any, which shall have arisen from insurance on lives, made 
 during the preceding year. 
 
 House of Representatives, May 10, 1851. Passed to be enacted. 
 
 N. P. BANKS, JR., Speaker. 
 
 In Senate, May 14, 1851. Passed to be enacted. 
 
 HENRY WILSON, President. 
 
 May 15, 1851. Approved. GEORGE S. BOUTWELL. 
 
 May Increase its Investments in Real Estate. 
 
 Be it enacted by the Senate and House of Representatives in General 
 Court assembled, and by the authority of the same, as follows : 
 Sec. 1. The Massachusetts Mutual Life Insurance Company is 
 hereby authorized to hold real estate in the city of Springfield, to an 
 
146 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 amount not exceeding in cost forty thousand dollars, in addition to the 
 amount of ten thousand dollars now authorized to be held by them. 
 Sec. 2. This act shall take effect upon its passage. 
 
 House of Representatives, February 29, 1864. Passed to be enacted. 
 
 ALEX H. BULLOCK, 
 Speaker. 
 
 In Senate, March 2, 1864. Passed to be enacted. 
 
 J. E. FIELD, 
 President. 
 
 March 3, 1864. Approved. JOHN A. ANDREW. 
 
 May Purchase a Building. 
 
 Be it enacted by the Senate and House of Representatives in General 
 Court assembled, and by the authority of the same, as follows : 
 
 Sec. 1. The Massachusetts Mutual Life Insurance Company is 
 hereby authorized to invest an amount not exceeding fifty thousand dol- 
 lars in the purchase of real estate in the city of Springfield, for the site 
 of a building, to be used wholly or in part, for the purpose of said cor- 
 poration, and for the erection and preparation of said building, said 
 amount to be in addition to fifty thousand dollars now authorized to be 
 held by said company in real estate ; and all income, if any, arising 
 from such real estate shall be devoted exclusively to the interests of 
 said corporation. 
 
 Sec. 2. Said company is hereby authorized to redeem at par, and ex- 
 tinguish, all or any part of its original guarantee capital stock, when- 
 ever so directed by a vote of the assured, and to appropriate for this 
 purpose so much of its funds as may be necessary. 
 
 House of Representatives, February 17, 1866. Passed to be enacted. 
 
 JAMES M. STONE, 
 Speaker. 
 
 In Senate, February 19, 1866. Passed to be enacted. 
 
 JOSEPH A. POND, 
 President. 
 
 February 20, 1866. Approved. ALEX H. BULLOCK. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. 1. Annual Meeting. — The annual meeting of the company shall be held 
 on the third Wednesday of January in each year, at two o’clock in the afternoon, 
 at its office in Springfield, Massachusetts, for the election of directors, and the 
 transaction of such other business as may properly come before it. 
 
 Sec. 2. Special Meetings. — Special meetings of the company may be called at 
 any time by the president, and shall be called by the directors’ upon the written 
 
MASSACHUSETTS MUTUAL LIFE. 
 
 *47 
 
 application of fifty policyholders ; the application and the call for a special meet- 
 ing shall specify the matters proposed to be acted upon at said meeting. 
 
 Sec. 3. Notice of Meetings. — Notice of each meeting of the company shall 
 be given by the secretary in accordance with these by-laws or in pursuance of a 
 vote of the directors, by publication in one or more newspapers printed in Spring- 
 field, one of said publications to be at least ten, but not more than fifteen, days 
 before the day of said meeting. 
 
 Sec. 4. Voting. — Every policyholder shall be a member of the company and 
 shall be entitled to one vote, and one vote additional for each five thousand 
 dollars of insurance in excess of the first five thousand dollars. Absent policy- 
 holders may vote by proxy, in accordance with the provisions of law applicable 
 thereto. Twelve policyholders shall constitute a quorum for the transastion of 
 business. 
 
 Sec. 5. Board of Directors. — There shall be a board of twenty directors, 
 elected by ballot, all of whom shall be members of the company. Five directors 
 shall constitute a. quorum for the transaction of business. 
 
 The directors already elected shall hold office for the terms for which they 
 were severally chosen. At each annual meeting there shall be five directors 
 
 elected to hold office for the term of four years, and until others shall be elected 
 
 in their places. The resignation of a director when presented or delivered in 
 writing to the president of the company, or to the vice-president acting in his 
 
 stead between the dates for holding the annual meetings of the company, shall 
 
 become effective upon its written acknowledgment by such officer. Vacancies in 
 the board, occasioned by death, resignation, or otherwise, may be filled by the 
 board, the person so elected to hold office until the next annual meeting, when 
 directors for the remainder of the unexpired terms may be elected by the 
 company. 
 
 Sec. 6. Meetings of Directors. — Regular meetings of the directors shall be 
 held on the fourth Wednesday of January, April, July and October, in each year, 
 at 2 o’clock p. m., or at such other hour as may be fixed by the board. Special 
 meetings of the board may be called at any time by direction of the president, or 
 by the secretary upon the written request of not less than five directors. 
 
 Sec. 7. Election of Officers. — At the regular meeting of the directors in Janu- 
 ary of each year, they shall elect by ballot, from their own number, a president, 
 vice-president, a second vice-president and five members of the finance com- 
 mittee ; they shall also elect by ballot a secretary, actuary, and one or more 
 medical directors ; said officers and the members of said committee shall hold 
 office until the election of their successors. 
 
 The directors may also elect by ballot at said meeting one or more assistant 
 secretaries, and an assistant actuary, who shall hold office until the first regular 
 meeting of the directors following the next annual meeting of the company. In 
 the absence or inability of the secretary, his duties may be performed by an 
 assistant secretary, except as otherwise provided by these by-laws, and in the 
 absence or inability of the actuary his duties may be performed by the assistant 
 actuary. 
 
 At said regular meeting the president may appoint, subject to the approval of 
 the directors, the following named additional officers : counsel, superintendent of 
 loans, superintendent of agencies, auditor, chief accountant, and inspector of 
 agencies and risks; also, subject to such approval, the following committees: 
 agency committee, committee on death claims, auditing committee. 
 
148 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 All officers elected or appointed by the directors, or appointed by the president 
 with their approval, and the members of all standing committees, except as other- 
 wise provided by these by-laws, shall hold office until the first regular meeting 
 of the directors, following the next annual meeting of the company, and vacancies 
 among such officers or in any committee may be filled for the remainder of the 
 unexpired term at any meeting of the directors. 
 
 The directors may at any meeting elect by ballot, or appoint, such other officers 
 and committees as may be deemed necessary, whose election or appointment is 
 not otherwise provided for by these by-laws, and may define their duties. 
 
 Standing Committees. 
 
 Sec. 13. Finance Committee. — The finance committee shall consist of six 
 directors including the president, ex-officio, and three members of said com- 
 mittee shall constitute a quorum for the transaction of business. 
 
 Said committee shall have the control and management of the invested and 
 other funds, and of all other property owned by the company, and of all business 
 pertaining thereto. It may make, or authorize the president to make, invest- 
 ments in bonds, stocks, mortgages, and other securities, and it may sell, or 
 authorize the president to sell, any of the bonds, stocks, real estate, or other in- 
 vestments or property owned by the company ; deeds for real estate sold shall be 
 executed by the president or by a vice-president. Said committee shall, except 
 as may be provided by vote of the directors, fix the compensation of the em- 
 ployees of the company at the home office. 
 
 Said committee shall make written reports to the directors, at their regular 
 meetings, which reports shall include a statement of investments made and a 
 summary of receipts and disbursements during the previous quarter. It shall 
 elect a clerk, to serve during the pleasure of the committee, who shall keep a 
 record of all the business done by said committee, which record shall show the 
 names of the members present when any business is transacted. 
 
 Sec. 14. Agency Committee. — The agfency committee shall consist of the 
 president, ex-officio, and two directors ; it shall have in charge the management of 
 the agencies of the company, and the supervision and direction of all agents 
 employed in securing applications for new insurance. 
 
 Sec. 15. Committee on Death Claims. — The committee on death claims shall 
 consist of three members. It shall examine and pass upon all such proofs of 
 death as may be submitted to it by the president or secretary. 
 
 No death claim shall be paid without the sanction of the board of directors 
 unless such claim shall have been approved by the president, secretary, and a 
 majority of the committee on death claims. 
 
 Sec. 16. Auditing Committee. — The auditing committee shall consist of three 
 members. It shall be its duty to examine the securities and books of the com- 
 pany ; to pass upon all accounts and balances, and current expenses of the 
 company; and to make a report thereof at the annual meeting of the company 
 in January, and to the board of directors at such times as they may request. 
 
 Sec. 1 7. Investments in Company’s Name. Transfers, Endorsements, Etc. — 
 All investments in stocks shall be made in the name of the company, and trans- 
 fers of the same and of registered bonds shall be made by the president or a 
 vice-president, with the secretary or an assistant secretary. In all transactions 
 with the Treasury Department of the United States, either the president, a vice- 
 
MASSACHUSETTS MUTUAL LIFE. 
 
 149 
 
 president, or the secretary of the company is hereby authorized to receive and 
 receipt for all money due and payable to this company, and to endorse checks 
 and drafts in its name and on its behalf, and to give full discharge for the same. 
 
 Sec. 18. No money shall be withdrawn from any bank or other custodian of 
 the funds of the company, except for the use of the company, and upon the 
 signature of the president or a vice-president with the signature of the secretary 
 or an assistant secretary, or upon the signature of the president, or a vice-presi- 
 dent with the signature of a member of the finance committee. The president, 
 either vice-president, the secretary, or an assistant secretary, may endorse for 
 deposit to the company’s credit all checks, drafts, or orders for money, made 
 payable to the order of the company. 
 
 Sec. 19. Officers’ Bonds. — The president, secretary, and each assistant secre- 
 tary shall separately give bonds for the faithful performance of their respective 
 duties, with sufficient sureties and in such amount as shall be determined by the 
 directors. The finance committee may also require a bond from any other officer 
 or clerk of the company, with such surety as it may deem proper. 
 
 Sec. 20. Applications and Policies — Premiums. — The directors shall prescribe 
 forms of applications and policies, and fix the rates of premium. Extra rates 
 may be fixed by the president or secretary. 
 
 Sec. 21. Amount of Policy. — No policy shall be issued for less than one 
 hundred dollars, nor for a larger sum than shall from time to time be fixed by 
 the directors. All policies shall be numbered and shall be signed by the presi- 
 dent and secretary. 
 
 Sec. 22. Financial Year. — The financial year of the company shall end with 
 the last day of December, annually. 
 
 Sec. 23. Amendments. — These by-laws may be amended, changed, or repealed, 
 by a two-thirds vote at any annual meeting of the company, provided that such 
 proposed amendment, change, or repeal shall have been submitted in writing 
 and filed with the secretary at the last previous annual meeting of the company, 
 or that copies of the same shall have been filed with the president and secretary 
 of the company at least four months before the time for holding the annual 
 meeting at which action thereon is to be taken. The call for an annual meeting 
 at which action may be taken upon a proposal to amend, change, or repeal these 
 by-laws shall contain a notice that such action has been proposed. 
 
 Sec. 24. All former by-laws are hereby repealed. 
 
CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 X 5° 
 
 THE METROPOLITAN LIFE INSURANCE COMPANY. 
 
 An act to amend the charter of the National Travelers Insurance 
 Company, and also to amend an act entitled “An act to authorize 
 the National Travelers Insurance Company to effect insurance 
 upon the lives of individuals,” passed April 9, 1867. Passed March 
 24, 1868. The people of the State of New York, represented in 
 Senate and Assembly, do enact as follows : 
 
 Sec. 1. [Amendments to National Travelers Charter.] — The 
 charter of the National Travelers Insurance Company, and an act en- 
 titled “An act to authorize the National Travelers Insurance Company 
 to effect insurance upon the lives of individuals,” passed April 9, 1867, 
 are hereby amended so as to read as follows : 
 
 Sec. 2. [Name.] — The name of the said National Travelers In- 
 
 surance Company, from and after the passage of this act, shall be the 
 “Metropolitan Life Insurance Company,” and the same is continued 
 and declared to be a corporation by that name. Its principal office shall 
 be located in the city of New York. 
 
 Sec. 3. [Business. ] — The business of the company shall be to make 
 insurance upon the lives of individuals, and every insurance apper- 
 taining thereto or connected therewith, and to grant, purchase or dis- 
 pose of annuities, as set forth in the first department of the first section 
 of the act passed June 24, 1853, by the Legislature of the State of 
 New York, entitled, “An act to provide for the incorporation of life and 
 health insurance companies, and in relation to the agencies of such 
 companies,” and this company shall possess and enjoy all the powers, 
 privileges and franchises granted to, and shall be subject to all the regu- 
 lations, restrictions and obligations imposed upon, incorporations or- 
 ganized and existing under the said act of June 24, 1853, and the 
 amendments thereto. 
 
 Sec. 4. [Capital.] — The capital of the said company shall be two 
 hundred thousand dollars, and the capital stock shall be divided into 
 four thousand shares of fifty dollars each, which shall be personal 
 property, transferable only on the books of the company, in conformity 
 with the by-laws of said company. 
 
 Sec. 5. [Corporate Power.] — The corporate powers of the com- 
 pany shall be vested in and exercised by a board of directors, and by 
 such officers and agents as the board may appoint and empower. 
 
 Sec. 6. [Directors.] — The board of directors shall consist of not 
 
METROPOLITAN LIFE. 
 
 I 5 I 
 
 less than thirteen, nor more than twenty-five persons, a majority of 
 whom shall be citizens of the State of New York, and at least two- 
 thirds of whom shall each own and hold in his own right at least ten 
 shares of the capital stock of the company, and the remaining third may 
 be holders of life or endowment policies, each paying a premium to 
 the company of at least one hundred dollars per annum, or shall be 
 entitled to an annuity of at least one hundred dollars per annum from 
 the company. 
 
 Sec. 7. [Quorum.] — Seven directors shall constitute a quorum for 
 the transaction of business, but a less number may meet and adjourn 
 from time to time until a quorum is present. 
 
 Sec. 8. [By-Laws, etc.] — The board of directors shall have power 
 to make and prescribe such by-laws, rules and regulations for the con- 
 duct of its affairs, not inconsistent with law or this charter, as may be 
 deemed expedient. 
 
 Sec. 9. [Additional Powers of Board.] — The board of directors 
 shall also have all other powers usually vested in boards of directors 
 of life insurance or annuity companies, not inconsistent with the con- 
 stitution or laws of this State, or with this charter, and may, at any 
 time, accept and exercise any or all additional powers and privileges 
 which may be conferred by law upon this, or in general, upon life in- 
 surance or annuity companies. 
 
 Sec. 10. [First Board of Directors.] — The following-named per- 
 sons, having been duly elected, shall constitute the first board of di- 
 rectors under this charter, to wit: James R. Dow, George C. Collins, 
 H. A. Jones, S. M. Beard, John Caswell, Joseph F. Knapp, Watson 
 Sandford, J. C. Dimmick, John Davol, Samuel W. Truslow, D. C. 
 Ripley, Wm. M. Raymond, Howell Smith, John H. Morris, John C. 
 Beale, T. J. Van Wyck, H. Toulmin, Henry D. Polhemus, E. H. Jones, 
 and shall hold office until their successors shall be elected. 
 
 Sec. 11. [Annual Elections.] — Elections for directors shall be held 
 annually on the second Tuesday of April, at the office of the company, 
 and the board shall give at least ten days’ notice thereof, in two daily 
 newspapers published in the city of New York. Directors shall be re- 
 eligible, and vacancies occurring in the intervals of election may be 
 filled by the board for the unexpired term, in such manner as the by- 
 laws of the company may provide. Every election for directors shall 
 be by ballot, and a plurality of votes shall elect. The first election under 
 this act shall be held in April, 1869. 
 
 Sec. 12. [Inspectors of Election.] — The board of directors, pre- 
 vious to each annual election, shall appoint three inspectors of such 
 election, and in case any or either of the inspectors so appointed shall 
 
J 52 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 decline to act or fail to attend at the appointed time and place of elec- 
 tion, the president, or, in his absence, the vice-president of the company, 
 may appoint others to supply their places. 
 
 Sec. 13. [Vote of Stockholders.] — At every election of directors 
 each stockholder shall be entitled to one vote, in person or by proxy, 
 for each and every share of the capital stock of the company owned 
 and held by him in his own name on the books of the company; and 
 any person insured for one year before any election, for the whole 
 term of life, in the company, or by an endowment policy, upon either 
 of which the annual premium shall not be less than $100, and every 
 person entitled to an annuity from the company of not less than $100, 
 shall be entitled to one vote in person, but not by proxy ; unless the 
 same shall be recorded in a book kept by the company for that purpose, 
 three months prior to any election. 
 
 Sec. 14. [Election of Officers.] — The board of directors shall, at 
 their first stated meeting after each annual election, elect from their 
 own number a president, and also in like manner a vice-president of 
 the company, who shall respectively hold office for the term of one year, 
 and until their successors are elected. The board may also elect a sec- 
 retary and such other officers as they may deem requisite who shall hold 
 office during the pleasure of the board of directors. 
 
 Sec. 15. [The Fiscal Year.] — The fiscal year of the company shall 
 commence on the first day of January, and shall terminate on the thirty- 
 first day of December, in each and every year. 
 
 Sec. 16. [Valuation of Assets and Liabilities.] — On the first day 
 of January in each year, or within sixty days thereafter, a valuation 
 of the assets and liabilities of the company shall be made ; and after 
 placing to the credit of the stockholders seven per cent on the amount 
 of the capital stock, which may be paid to the stockholders, one-half on 
 the fifteenth day of May, and the remaining one-half on the fifteenth 
 day of November, and after providing for all the outstanding liabili- 
 ities of the company, all the remaining profits or surplus shall be 
 placed to the credit of the policyholders who may be entitled to par- 
 ticipate in the profits or surplus of the company, in proportion to the 
 amount of premium paid respectively, as hereinafter provided, which 
 credit may be represented by scrip, subject to all the provisions of this 
 charter ; but no credit or scrip shall be made for any fractional part of 
 a dollar, nor shall any policyholder be entitled to a credit for profits 
 who has not been insured for three full years, and whose policy, for 
 life, or endowment, is not in actual force at the time. (As amended 
 March 27, 1874.) 
 
 Sec. 17. [Purchase of Policies .] — The board of directors may pur- 
 
METROPOLITAN LIFE. 
 
 153 
 
 chase at any time, for the benefit of the company, any policy of in- 
 surance, or other obligation of the company growing out of the busi- 
 ness, and also any claims of policyholders for the profits ; but no officer, 
 director, agent, or employee of the company shall make any such pur- 
 chase for his interest, benefit or advantage. 
 
 Sec. 18. [Issue of Scrip.] — The scrip and credit to policyholders 
 shall be exhausted in payment of liabilities of the company, before the 
 capital shall be impaired, and the scrip issued shall contain a pro- 
 vision to that effect. 
 
 Sec. 19. [Return of Deposit.] — Upon the passage of this act, and 
 after one month’s weekly notice in the State paper, seventy-five per 
 cent of the securities of the company, lodged with the Superintendent 
 of the Insurance Department as security for policies heretofore issued 
 by said company other than life, endowment and annuity policies, shall 
 be made payable to the company, and returned by the said superin- 
 tendent to the company ; and upon the maturity or cancelment of the 
 outstanding policies heretofore issued by said company other than life, 
 endowment and annuity policies, the remaining twenty-five per cent of 
 the aforesaid securities shall in like manner be returned by the said 
 superintendent to the company, on furnishing satisfactory proof of 
 such cancelment. 
 
 Sec. 20. [Retirement of Capital Stock.] — When the gross assets 
 of the company shall amount in value to five hundred thousand dollars, 
 it shall be lawful for the directors to retire one-half of the capital stock 
 of the company by payment to the stockholders of one-half of the par 
 value of the stock, and by issuing to each stockholder, on such pay- 
 ment, a new certificate, reducing each stockholder’s stock one-half. 
 Such new certificate shall represent as many shares as did the old one, 
 and each share of the new stock shall be of the par value of twenty- 
 five dollars. (As amended March 27, 1874.) 
 
 Sec. 21, [Policies Previously Issued.] — Nothing contained in this 
 charter shall be so construed as in any manner interfering with, chang- 
 ing, modifying, releasing, or discharging any policies heretofore issued 
 by said company, or any liability of the said company. 
 
 Sec. 22. This act shall take effect immediately. 
 
 Amendment to Charter. 
 
 An act to amend the charter of the Metropolitan Life Insurance Com- 
 pany, of the city of New York. Passed May 17, 1883. 
 
 The people of the State of New York, represented in Senate and 
 Assembly, do enact as follows : 
 
 Sec. 1. [Division of Business.] — The Metropolitan Life Insurance 
 
154 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Company of the city of New York may divide its business into two de- 
 partments, the books and accounts of which shall be kept separate and 
 distinct, and which shall be known respectively as the “ordinary de- 
 partment” and the “industrial department.” 
 
 Sec. 2. [Valuation of Assets and Liabilities.] — On the first day of 
 January of each year, or within sixty days thereafter, a valuation of 
 the assets and liabilities of the company shall be made, and after pro- 
 viding for the liabilities of the “ordinary department,” the net surplus 
 derived from the business of said department shall be credited to such 
 policyholders of said department as may be entitled to participate in 
 such surplus. Then, after providing for the liabilities of the “industrial 
 department” and interest upon the capital stock, the net surplus de- 
 rived from the business of said department shall be added to the capital 
 stock as additional security to the policyholders. 
 
 Sec. 3. [May Increase its Capital.] — The Metropolitan Life In- 
 surance Company is hereby authorized and empowered from time to 
 time to increase its capital stock, to an amount not exceeding two mil- 
 lions of dollars, by the issue of additional shares of the par value of 
 twenty-five dollars each ; said additional stock to be paid in cash, or by 
 the application of such surplus as may be derived from the business of 
 the “industrial department.” Such increased stock shall be apportioned 
 pro rata among the stockholders of record at the time such increase is 
 made, and no greater cash dividend shall be paid upon the capital stock 
 of said company than seven per cent per annum. 
 
 Sec. 4. [Repealing Clause.] — All acts or parts of acts inconsistent 
 herewith are hereby repealed, but no policy or contract heretofore 
 issued or made by said company shall be affected or impaired hereby. 
 
 Sec. 5. This act shall take effect immediately. 
 
 Chapter 492. 
 
 An act to amend chapter forty-nine of the laws of eighteen hundred and 
 sixty-eight, passed March 24, 1868, entitled “An act to amend the 
 charter of the National Travelers Insurance Company, and also to 
 amend an act entitled ‘An act to authorize the National Travelers 
 Insurance Company to effect insurance upon the lives of indi- 
 viduals/ passed April 9, 1867.” 
 
 Became a law April 10, 1902, with the approval of the Governor. 
 Passed ; a majority being present. 
 
 The people of the State of New York, represented in Senate and 
 Assembly, do enact as follows : 
 
 Sec. 1. Secs. 6 and 13 of chapter 49 of the laws of eighteen hun- 
 dred and sixty-eight, passed March 24, 1868, entitled “An act to amend 
 
METROPOLITAN LIFE. 
 
 155 
 
 the charter of the National Travelers Insurance Company, and also to 
 amend an act entitled ‘An act to authorize the National Travelers In- 
 surance Company to effect insurance upon the lives of individuals,’ 
 passed April 9, 1867,” are hereby amended so as to read as follows : 
 
 Sec. 6. The board of directors shall consist of not less than thir- 
 teen, nor more than twenty-five persons, a majority of whom shall be 
 citizens of the State of New York, and at least two-thirds of whom shall 
 together hold either in their own right or in a representative capacity a 
 majority in amount of the capital stock of the company; and the re- 
 maining third may be holders of life or endowment policies, each pay- 
 ing a premium to the company of at least one hundred dollars per 
 annum, or shall be entitled to an annuity of at least one hundred dollars 
 per annum from the company. 
 
 Sec. 13. At every election of directors, each stockholder shall be 
 entitled to one vote, in person or by proxy, for each and every share of 
 the capital stock of the company owned and held by him in his own 
 name on the books of the company ; and any person insured for one 
 year before any election, for the whole term of life, in the company, 
 or by an endowment policy, upon either of which the annual premium 
 shall not be less than one hundred dollars, and every person entitled to 
 an annuity from the company of not less than one hundred dollars shall 
 be entitled to one vote in person, or by proxy ; provided that the board 
 of directors may further extend, but shall not curtail the right of voting 
 at elections for members of the board of directors to any class or classes 
 of its policy holders, under such regulations as they may prescribe, 
 upon obtaining the approval of the Superintendent of Insurance thereto 
 in writing. 
 
 Sec. 2. This act shall take effect immediately. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. 1. The officers of this company shall consist of a president, vice-president 
 and such other vice-presidents as the board of directors may determine, to be 
 numerically designated, beginning with second vice-president, secretary, assistant 
 secretary, actuary, comptroller, medical directors and such assistant medical 
 directors as the board of directors may appoint, and counsel. 
 
 Sec. 2. The president and vice-president shall be elected at a meeting of the 
 board of directors, to be held on the fourth Tuesday in April, and shall each 
 hold his office for a term of one year, as provided in the 14th section of the 
 charter of said company, and until his successor is elected. 
 
 Sec. 3. All other officers and assistant officers shall be appointed by the board, 
 and hold their offices until their successors are appointed respectively. 
 
 Sec. 4. The annual meeting of the stockholders of said company for the elec- 
 tion of directors, and the transaction of such other business as shall come before 
 
J S6 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 them, shall be held at the office of the company, in the city of New York, on the 
 second Tuesday in April, in each and every year. 
 
 Sec. 5. The board of directors shall hold quarterly meetings on the fourth 
 Tuesdays of January, April, July and October, in each and every year, to hear the 
 reports of officers and committees, and for the transaction of general business. 
 
 Sec. 6. Special meetings of the board may be called at any time by the presi- 
 dent ; in his absence, by the vice-president ; and in the absence of both, by the 
 secretary, or any three members of the board, for the transaction of such special 
 business as shall be indicated in the call for the same. 
 
 Sec. 7. Three inspectors of election shall be appointed by the board of direc- 
 tors, at their quarterly meeting to be held on the fourth Tuesday in January, to 
 act at the election of directors next ensuing their appointment. 
 
 Sec. 8. At the quarterly meeting to be held on the fourth Tuesday of April 
 in each and every year, there shall be appointed by the president, with the con- 
 currence of the board, three standing committees, of three members each, and 
 which shall hold their appointments for one year, to wit : a finance committee, a 
 committee on claims, and an auditing committee. 
 
 Sec. 14. The meetings of the standing committees shall be at the call of the 
 president ; in his absence, of the vice-president ; in the absence of both, of the 
 secretary; or at the call of the actuary, in the absence of all the above named 
 officers. 
 
 Sec. 22. All moneys received by the company shall be deposited under such 
 regulations, and in such bank or banks as shall be designated by the finance 
 committee. 
 
 Sec. 23. All checks shall be signed by two of the following officers : President, 
 vice-president, the other vice-presidents, secretary, assistant secretary, actuary, 
 medical director and assistant medical director, manager of the ordinary depart- 
 ment and manager of the intermediate branch, but the signature of the president 
 may be printed in fac-simile upon the checks. 
 
 Sec. 24. The president or vice-president and secretary or actuary shall make 
 all statements of the affairs of the company required by law. 
 
 Sec. 25. All policies in the ordinary department except those issued out of 
 the intermediate branch and annuity bonds shall be signed by two of the follow- 
 ing officers : president, vice-president, the other vice-presidents, secretary and 
 actuary, medical directors and assistant medical directors. Policies in the in- 
 dustrial department and the intermediate branch of the ordinary department shall 
 not be signed, but shall have printed fac-simile signatures of the president and 
 secretary, and shall be issued under the rules prescribed by the officers. 
 
 Sec. 26. The shares of the stock of the company shall be transferable only on 
 the books of the company, on surrender of the certificate representing the same. 
 All certificates of stock shall be signed by the president and secretary, or assist- 
 ant secretary or actuary or one of the vice-presidents, and no certificates shall 
 be signed by either of the said officers in blank, at any time. 
 
 Sec. 27. It shall be the duty of any and all of the officers of the company to 
 meet the president upon his call, from time to time, as he may designate, to con- 
 sult and receive suggestions upon such matters as the president may deem 
 proper to bring before them, or either or any of them. 
 
 Sec. 28. These by-laws may be altered and amended only by a vote of two- 
 thirds of the directors present, at a regular or adjourned meeting, upon written 
 notice, stating the proposed alteration or amendment, read at a meeting of the 
 board, at least thirty days before the same shall be acted upon. 
 
MICHIGAN MUTUAL LIFE. 
 
 157 
 
 MICHIGAN MUTUAL LIFE INSURANCE COMPANY. 
 
 [ Declaration .] — The undersigned charter officers of the “Michigan 
 Mutual Life Insurance Company,” a corporation organized and ex- 
 isting under the act of the Legislature of the State of Michigan en- 
 titled, “An act for the incorporation of insurance companies, and de- 
 fining their duties and powers,” approved February 15, 1859, and the 
 acts amendatory thereof, in order to reorganize said company under 
 another act of the Legislature of Michigan entitled, “An act in rela- 
 tion to life insurance companies transacting business within this State," 
 approved March 30, 1869, being first duly authorized so to do by a 
 meeting of the company regularly called and held, do make and enter 
 into the following articles of association and of re-organization, on be- 
 half of said company; that is to say: 
 
 Article i. Sec. i. [Incorporators.] — The names of the asso- 
 ciates and their places of residence are as follows : John J. Bagiev, 
 Wm. A. Moore, J. S. Farrand, A. Sheley, R. W. King, Wm. Oakes, 
 Gustavus Doeltz, Feist Rothschild, Edward Lefavour, A. C. Porter, 
 E. S. Heineman, C. S. Whitbeck, M. C. Fechheimer, Wm. A. Throop, 
 D. J. Workum, W. S. Wood, T. W. Palmer, Geo. R. Angell, Wm. F. 
 Raynolds, Laura Kaichen, Wm. Duncan, I. Kauffman, Herman Kiefer, 
 John T. Liggett, Duane Doty, Wilkins & Co., T. H. Hinchman, A. H. 
 Wilkinson, M. S. Smith, A. Wilkins, trustee; W. H. Brace, Eunice T. 
 Wilson, Geo. W. Lee, Wm. J. Chittenden, Chas. D. Stevens, Henry 
 Weber, Wm. Phelps, E. C. Walker, Geo. Foote, Chas H. Wilkins, G. 
 S. Wormer, R. A. Liggett, Regina Bichele, Adaline T. Barnes, Robert 
 Hosie, Chas. B. Phelps, all of Detroit, Mich. ; Aaron F. Leopold, Mil- 
 waukee, Wis. ; H. R. Gardner, E. O. Grosvenor, Jonesville, Mich. ; N. 
 
 G. Isbell, Lansing, Mich. ; P. B. Loomis, Jackson, Mich. ; T. M. Cooley, 
 John N. Gott, H. S. Frieze, Ann Arbor, Mich. ; Wm. A. Richmond, T. 
 D. Gilbert, F. B. Gilbert, Grand Rapids, Mich. ; F. W. Judd, Wm. B. 
 McCreery, Flint, Mich. ; E. J. Hough, Wm. S. Wilcox, Adrian, Mich. ; 
 
 H. C. Thurber, James Andrews, S. Baldwin, B. G. Stout, T. A. Flower, 
 Pontiac, Mich. ; John Johnson, Port Huron, Mich. ; C. J. Dickerson, 
 A. F. Whelan, Hillsdale, Mich.; Sylvanus Warren, Wyandotte, Mich.; 
 R. P. Aldrich, Parma, Mich. ; C. K. Robinson, East Saginaw, Mich. ; 
 J. H. Nelson, San Francisco, Cal. ; Mary J. Heath, Brooklyn, N. Y. 
 
 Article 2. Sec. i. [Name.] — The said company shall continue 
 
158 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 to be known by the name of the Michigan Mutual Life Insurance Com- 
 pany, and its principal office for the transaction of business shall con- 
 tinue to be as now established in the city of Detroit, Mich. The period 
 for which it is to be incorporated is thirty years from the date thereof ; 
 but should any amendment be hereafter adopted to the constitution of 
 the State which shall authorize such corporation to organize for per- 
 petual existence or for any longer period than thirty years, then this 
 corporation, before said thirty years shall expire, shall take steps for 
 reorganization and extension of corporate authority as contemplated 
 and authorized by Sec. 24 of the act last aforesaid. 
 
 Article 3. Sec. i. [Business .] — The purpose of the incorpora- 
 tion shall be to make insurance upon the lives of individuals, and every 
 insurance pertaining thereto, and to grant, purchase and dispose of 
 annuities. 
 
 Article 4. Sec. i. [Board of Directors .] — The corporate powers 
 of the company shall be exercised by a board of directors, which shall 
 consists of twenty-one members, which may be increased at the option 
 of the board to not more than forty. The first meeting for the election 
 of directors shall be called by the present officers, and held as soon as 
 practicable after these articles shall take effect. 
 
 Sec. 2. [Directors Divided into Classes .] — No person shall be 
 eligible who is not owner of at least ten shares of the guarantee capital 
 of the company, and at least two-thirds of the directors shall be resi- 
 dents of the State of Michigan. The board, at their first meeting, shall 
 divide themselves by lot into three equal classes as near as may be, 
 whose terms of office shall expire at the end of one, two and three 
 years respectively, and thereafter one-third of the directors shall be 
 chosen annually for the class whose term then expires, who shall hold 
 office for three years, or until their successors are elected ; but the first 
 board of directors whose terms shall not have expired previous to the 
 last Tuesday in January, shall continue in office until the last Tuesday 
 in January following. The election of directors shall be had at the 
 annual meeting of the company, which shall be held on the last Tues- 
 day in January at the office of the company in Detroit. They shall be 
 chosen bv ballot, and a majority of all the votes cast shall elect. Every 
 shareholder shall be entitled to one vote for directors for every share 
 of guarantee capital standing in his name on the books of the com- 
 pany, and may vote in person or by proxy. And every policyholder 
 insured in this company for the period of his natural life in the sum of 
 not less than five thousand dollars, shall also be entitled to one vote in 
 the annual election of directors, which vote must be given in person. 
 
 Sec. 3. [Vacancies .] — Vacancies occurring in the board of direc- 
 
MICHIGAN MUTUAL LIFE 
 
 159 
 
 tors in the interval of elections, shall be filled by the board, and if the 
 board at any time adds to the number of directors, it shall elect the new 
 members to hold office until the next annual meeting, when such addi- 
 tional members shall be chosen by the company, and classified as to 
 term of office in the same manner as directors are classified at the first 
 meeting ; provided, however, the board shall not have the power to in- 
 crease the number and elect such new directors, unless a majority of 
 all the directors be present. Seven directors shall constitute a quorum 
 for the transaction of business. At the first meeting after reorganiza- 
 tion, and at their first meeting after the annual election in each year, 
 they shall elect from their number a president and vice-president, to 
 hold office for the ensuing year ; and they may also appoint a secretary, 
 an actuary, and such others officers and agents as the by-laws may pro- 
 vide for, whose appointments shall be during the pleasure of the board. 
 Directors shall not be eligible to the office of actuary. 
 
 Article 5. Sec. i. [Fiscal Year.] — The fiscal year of the com- 
 pany shall commence on and With the first day of January in each 
 year, and shall terminate on and with the thirty-first day of December 
 following. 
 
 Sec. 2. [Valuation of Policies.] — On the first day of January, 
 A. D., 1871, or immediately thereafter, and at the same time in each 
 succeeding year, the directors shall cause a valuation of the outstand- 
 ing policies to be made, and after reserving a sufficient sum to reinsure 
 all outstanding risks and meet all other obligations as required by law, 
 the surplus arising from participating policies shall be equitably 
 divided among such policyholders, either in cash or to the purchase of 
 additional insurance, or to the reduction of future premium. 
 
 Article 6. Sec. i. [Capital Stock.] — The amount of the guar- 
 antee capital stock of said company is two hundred and fifty thousand 
 dollars. The holders of the guarantee capital shall be entitled to a 
 semi-annual interest of five per cent on the amount of capital stock 
 held by them respectively, payable in such manner as the directors shall 
 prescribe. 
 
 Article 7. Sec. i. [Annual Meeting.] — The time for holding the 
 annual meeting of the company shall be as above provided, and ten 
 days’ previous notice thereof shall be advertised by the board in at 
 least two of the daily papers of Detroit. 
 
 Article 8. Sec. i [Contracts of Old Company.] — It is under- 
 stood fully that nothing in these articles of reorganization is in any 
 manner to interfere with, change, modify, release, or discharge any 
 policy heretofore issued, or any contracts heretofore made with or by 
 said company, or by any liability whatsoever of the said company, or 
 
i6o 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 to the same. This instrument of reorganization shall take effect on 
 the eighth day of July, 1870. 
 
 JOHN J. BAGLEY, 
 
 President. 
 
 J. S. FARRAND, 
 
 Vice President , 
 JOHN T. LIGGETT, < 
 Secretary. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. 1. Meetings of Board. — Stated meetings of the board of directors shall 
 be held on the last Tuesday of January, April, July and October, at the office of 
 the company, at which times a report shall be made by the secretary of the busi- 
 ness of the company for the preceding quarter (quarters to end on the last days 
 of March, June, September and December), stating the number of policies issued, 
 and the amount insured thereby ; the receipts, and from what sources ; the ex- 
 penditures, investments, and cash on hand; the amounts due and unpaid, and a 
 general balance sheet exhibiting a full statement of the funds, investments, pay- 
 ments, and all claims for losses. At the annual meeting of the company, as 
 provided for by the charter, a complete report shall be made, by the officers, of 
 the business for the preceding year, stating the number of policies issued, and the 
 amount insured thereby; the number of policies which have ceased to be in force; 
 for what causes, and the amount or risks marked off thereby; the number of 
 policies in force at the end of the year, and the amount insured thereby ; the 
 total receipts, and from what sources ; the expenditures, and for what purposes ; 
 the assets of the company, and the items composing the same ; the liabilities, and 
 for what account. 
 
 Sec. 2 . Special Meetings. — Special meetings of the board may be called by 
 either the president or secretary, at their discretion ; and it shall be the duty of 
 the secretary to call a meeting of the board whenever requested to do so, in 
 writing, by three directors. A written or printed notice of all special meetings 
 shall be served on each of the directors, personally, or through the postoffice, 
 which shall specify the object of said meeting, and no business shall be taken 
 up or acted upon at such meeting, except that mentioned in the notice, unless by 
 unanimous consent. 
 
 Sec. 8. Bonds. — The president, vice-presidents and secretary shall each give 
 a bond for the faithful performance of his trusts for such an amount, and with 
 such sureties as shall be approved by the board of directors. Every bond so taken 
 shall be drawn so as to remain in force until another bond be substituted and 
 approved by the board of directors. 
 
 Sec. 9. Insurance Contracts. — The president, or one of the vice-presidents 
 and secretary, shall have power to make contracts for insurance on life, and for 
 annuities, in conformity with rules and regulations of the board of directors for 
 the time being. 
 
 Sec. 10. Committees. — There shall be three standing committees, viz. : com- 
 mittee on finance ; committee on insurance ; committee on accounts. 
 
 They shall be elected annually, by bsllot, in the month of January, by the board 
 
MICHIGAN MUTUAL LIFE. 
 
 161 
 
 of directors, and shall hold their offices until their successors are elected. Vacan- 
 cies occurring shall be filled by the board of directors, at their next regular meet- 
 ing, but may be filled at any special meeting called for that purpose. 
 
 Sec. ii. Finance Committee. — The finance committee shall consist of four 
 directors, besides the president, three of whom shall constitute a quorum, but 
 when three members shall not be present at any meeting called, the secretary, 
 or in his absence the assistant secretary, shall act as a member of such com- 
 mittee. They shall supervise and direct all the investments, temporary and 
 otherwise, of the funds of the company, and the manner in which the accounts 
 shall be kept, and may direct the release of mortgaged premises and change of 
 investments or securities, and shall consult and advise with the officers of all 
 matters connected with the finances of the company, and the declarations of divi- 
 dends. All matters pertaining to the salaries of the employees of the company 
 shall be referred to them. 
 
 Sec. 16. Funds, How Invested. — The funds of the company shall be invested 
 as follows, viz. : On bond and mortgage security on real estate, on bonds or 
 stocks deposited with the company as collateral security, or in bonds of the 
 United States or State of Michigan. 
 
 The finance committee shall not be at liberty to make any loan upon real estate 
 for a greater amount than one-half the value of the property offered as security ; 
 and in case the security offered is farm property, the buildings shall be excluded 
 from the estimate of the value thereof. The finance committee may, at their 
 discretion, require fire insurance policies to be assigned as collateral security, in 
 addition to the bond and mortgage. 
 
 Loans on collateral security shall only be made upon such stocks or bonds as 
 have a market quotation or value, and for an amount not exceeding three-fourths 
 of the market value of the securities deposited as collateral. No application for 
 loans on real estate from incorporated companies shall be entertained by the 
 finance committee. 
 
 Sec. 17. Titles to Real Estate. — No loan upon real estate shall be made unless 
 the property proposed for security is free and unincumbered from any and all 
 claims whatsoever, including judgments, liens, taxes, tax-titles, or adverse tax- 
 titles ; and the president shall not be at liberty to complete any loan authorized 
 by the finance committee until the attorney of the company has certified that 
 the title is free and unincumbered, and that all papers in connection with said 
 loan are properly executed. 
 
 Sec. 18. Investments in Corporate Name. — All investments shall be made in 
 the corporate name of the company, and all securities shall be in its name. Trans- 
 fers of stock or other public securities may be made by the president, whenever 
 directed by the finance committee ; and all releases of mortgages or receipts for 
 final payments of any securities whatever, shall be on the joint signatures of 
 the president or a vice-president and secretary. 
 
 Sec. 19. Interest Overdue. — No interest shall be allowed to remain due 
 longer than thirty days on any bond and mortgage to the company, without a 
 foreclosure or suit being directed by the president, unless the finance committee 
 authorize a longer delay. 
 
 Sec. 20. Amount of Risk. — No risk shall be taken on a single life for a greater 
 amount than $20,000, and no risk over $10,000 shall be taken after the age of 
 55 years. 
 
162 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 21. By-Laws. How Amended. — The by-laws may be altered at any 
 regular meeting, or at a special meeting called for that purpose. 
 
 Sec. 22. In the absence or inability of the president or one of the vice-presi- 
 dents, any member of the finance committee may exercise the powers of the 
 president in signing checks and contracts, and the discharge of mortgages. 
 
 Sec. 23. Resolved, That for the purpose of facilitating the management of 
 this company the office of second vice-president be, and the same is hereby 
 created, to take effect from January 1, 1893. 
 
 Sec. 24. Resolved, That section 4 of the by-laws be amended so as to read 
 as follows : Sec. 4. The vice-presidents shall be invested with and in the absence 
 of the president can exercise all of the powers and functions which are now or 
 hereafter may be conferred upon the president by the by-laws of the company. 
 
 Sec. 26. Resolved, That the following by-law be added to our by-laws as 
 Sec. 26 : 
 
 The books for the transfer of shares shall be closed five days prior to any 
 annual election of directors. 
 
 Sec. 27. Resolved, That from and after this date (January 18, 1898) the full 
 membership of this board shall consist of twenty-one directors and no more. 
 
 Sec. 28. The board of directors may appoint a general superintendent of 
 agencies, who shall have charge of the company’s agency department, and who 
 shall under the direction of the president perform such other service as the presi- 
 dent may direct from time to time. 
 
 Sec. 29. Resolved, That the president, the secretary, and the assistant secre- 
 tary of this company shall each be, and he is hereby authorized to receive and 
 give receipt for all moneys due and payable to this company from any source 
 whatsoever, and to endorse warrants and checks in its name and on its behalf, 
 and full discharge for the same to give. 
 
 Sec. 30. Resolved, That the president and secretary or assistant secretary of 
 this company be, and they are, hereby authorized and empowered to sign and 
 execute for this company, its deeds of conveyance of and for any of its real estate 
 now sold, or which may be hereafter sold, and also to sign and execute dis- 
 charges of the company’s mortgages, and any or all other papers necessary to the 
 proper conduct of the company's business; and that the past acts of the president 
 and secretary or assistant secretary of the company in signing and executing 
 deeds of conveyance, discharges of mortgages and all other papers necessary to 
 the conduct of the business of this company are hereby ratified, approved and 
 declared valid. Provided, that where practicable, all sales of real estate shall be 
 referred to the finance committee of the company before contracts are made, and 
 in such cases made only with the approval of said committee ; but where the 
 necessity of the case makes such reference impracticable, then such sales shall 
 be referred to such committee as soon as may be. 
 
 I, A. F. Moore, secretary of The Michigan Mutual Life Insurance Company 
 of Detroit, Mich., do hereby certify that the foregoing printed matter and the 
 typewritten amendments thereto constitute and are a true and correct copy of the 
 charter and by-laws of the said company as now of record in its said office at 
 Detroit, Mich. 
 
 Witness my hand and the official seal of said company this 17th day of Novem- 
 ber, A. D. 1903. A. F. MOORE, 
 
 (Seal) Secretary Mich. Mutual Life Ins. Co. 
 
MINNESOTA MUTUAL LIFE. 
 
 163 
 
 MINNESOTA MUTUAL LIFE INSURANCE COMPANY. 
 
 Articles of Reincorporation. 
 
 Reincorporation of “The Bankers Life Association of Minnesota,” 
 and change of name to “The Minnesota Mutual Life Insurance Com- 
 pany. 
 
 Know all men by these presents, That we, Timothy R. Palmer, as 
 president, and Douglas Putnam, as secretary, do hereby certify and 
 declare, that at the regular annual meeting of the members of The 
 Bankers Life Association of Minnesota, held pursuant to due notice, 
 at ten o’clock in the forenoon, on the first Monday in August, — that 
 being the fifth day of the month, — A. D. nineteen hundred and one, at 
 the home office of said association, in the St. Paul Fire and Marine 
 building, in the city of St. Paul, State of Minnesota, there were mem- 
 bers present, in person and by proxy, representing, and entitled in the 
 aggregate to 9269 votes, on all questions voted or to be voted upon at 
 said meeting. 
 
 That at said meeting upon motion duly seconded, a resolution of 
 which the following is a full, true, correct and complete copy, was pre- 
 sented and the votes thereupon of the members present as aforesaid 
 were duly called for and taken, to wit : 
 
 “Resolved, That The Bankers Life Association of Minnesota, hereby 
 authorizes and declares its reincorporation, and does hereby reincor- 
 porate under and by virtue of chapter one hundred and seventy-five 
 (175), as amended, of the general laws of the State of Minnesota for 
 the year eighteen hundred and ninety-five entitled ‘An act to revise and 
 codify the insurance laws of the State;” and to that end does hereby 
 adopt the following articles of incorporation, in lieu of, and as a sub- 
 stitute for, any and all articles of incorporation, heretofore exist- 
 ing, viz. : 
 
 Article i. The future corporate name of this corporation is The 
 Minnesota Mutual Life Insurance Company. 
 
 Article 2. The location and home office of the company is and 
 shall be in the city of St. Paul, State of Minnesota. 
 
 Article 3. This company is reincorporated for the purpose of 
 transacting and it purposes, upon the mutual plan, to transact the busi- 
 ness of, and to make, insurance upon the lives of individuals, and every 
 insurance appertaining thereto or connected therewith ; to grant, pur- 
 
164 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 chase or dispose of annuities and endowments of any kind whatsoever ; 
 and to take risks and insure against accident to or sickness of persons. 
 
 It is proposed and intended that the duration and continuance of this 
 corporation and its corporate powers shall be perpetual, and that it 
 shall have perpetual succession. 
 
 Article 4. By-laws not in conflict herewith or with the law, may 
 be adopted, and from time to time amended, repealed or abrogated in 
 whole or in' part, by the board of trustees. 
 
 Article 5. Except as herein otherwise expressly provided, all of 
 the corporate powers of the company shall be exercised and the amount 
 of compensation of officers and trustees shall be regulated by a board 
 of trustees, and authority is vested in the board of trustees to appoint 
 and delegate power and authority to such officers, servants and agents 
 as said board shall by resolution or by-laws determine. 
 
 Article 6. The board of trustees shall consist of at least five per- 
 sons, and may consist of a greater number if the by-laws shall at any 
 time so provide. 
 
 All of the members of the board of trustees shall be residents and 
 citizens of the State of Minnesota, until such time as the by-laws other- 
 wise provide. 
 
 The names of the members on the present board of trustees are 
 Charles H. Bigelow, Maurice Auerbach, John B. Sanborn. Crawford 
 Livingston and J. F. R. Foss. 
 
 Article 7. The first meeting of members hereafter shall be held 
 at three o’clock in the afternoon on the first Tuesday in March, A. D. 
 nineteen hundred and two at the home office of the company ; provided, 
 that a special meeting, or special meetings of members may be held 
 prior to said date upon due notice. 
 
 Article 8. The regular annual meeting of members shall be held 
 at three o’clock in the afternoon on the first Tuesday in March of each 
 year, at the home office, for the election of trustees whenever any are 
 to be elected, and for the transaction of such other business as may 
 properly come before it. 
 
 Article 9. Article 10 of these articles relates solely to a guaranty 
 trust fund heretofore created by the deposit of members who became 
 such under the assessment plan. 
 
 Article 10. All amounts pledged to this company to secure pay- 
 ment of assessments occasioned by death of its members shall be used 
 only for that purpose, and meanwhile the same shall be and remain in- 
 vested in United States registered bonds, and shall constitute and be 
 known as “the guaranty trust fund.” Such bonds shall be made 
 payable to this company, and shall be transferable or convertible only 
 
MINNESOTA MUTUAL LIFE. 1 65 
 
 upon resolution of its board of trustees, and such board shall have the 
 exclusive charge and control thereof. 
 
 All interest realized from such bonds shall meanwhile be used to 
 defray the company’s operating expenses. 
 
 This article shall never be amended or in any way at all changed 
 without the consent of every member of this company, to be given in 
 writing, signed by him and filed with the company’s secretary, and 
 reciting in full the proposed amendment or change. 
 
 Article ii. These articles maybe amended at any time to any ex- 
 tent, not in violation of law, by resolution adopted by a two-thirds vote 
 of all the votes cast by the members at any special meeting lawfully 
 called for that purpose, or by such two-thirds vote at any regular meet- 
 ing of the members. 
 
 And we do further hereby certify and declare, that upon the ques- 
 tion of the adoption of said resolution, the total number of votes cast 
 was 9217, of which 9213 votes were in favor of the adoption of the 
 same, and four votes were against the adoption thereof. That there- 
 upon the chairman of the meeting declared said resolution of reincor- 
 poration duly adopted. 
 
 In witness whereof, we, as such president and secretary, have here- 
 unto respectively set our hands and affixed the corporate seal of said 
 "‘The Bankers Life Association of Minnesota” this fifth day of * August, 
 A. D. 1901. 
 
 T. R. PALMER, 
 
 President. 
 
 DOUGLAS PUTNAM, 
 
 (Seal.) Secretary. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article i. Sec. i. — The annual meeting of members shall be held at the 
 time and place designated by the articles of incorporation. 
 
 Sec. 2. The board of trustees, or the president with two trustees, may call 
 a special meeting of the members at any time, and the secretary shall give 
 notice thereof by causing to be mailed to each member, at his address then 
 appearing on the books of the company, a notice of the time, place and object 
 of such meeting, at least thirty days before the date set for the same. 
 
 Sec. 3. Every person insured by this company will be a member entitled 
 to one vote, and one vote additional for each one thousand dollars of insurance 
 in excess of the first one thousand dollars. 
 
 Sec. 4. Any member may vote by proxy, at any meeting of members, pro- 
 vided the proxy appointment shall be in writing, and shall be received and filed 
 at the home office of the company at least five days before the meeting at which 
 it is to be used, exclusive of the day of the meeting, but inclusive of the day of 
 receipt and filing of the proxy. 
 
i66 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 5. Insurance to an amount not less than $500,000, represented in per- 
 son or by proxy, or partly in person and partly by proxy, shall constitute a 
 quorum at any meeting of members. 
 
 Article 2. Sec. i. From and after the sixth day of June, A. D. 1904, the 
 board of trustees shall consist of nine (9) persons. The president and secre- 
 tary of the company shall ex officio constitute two (2) of said persons, and the 
 remaining seven (7) shall be divided into seven classes with one person in each 
 class, who shall be nominated and elected as hereinafter provided. 
 
 Each member of the present board of trustees shall hold office until the term 
 for which he was elected shall have expired, and until his successor is elected 
 and qualified, subject, however, to the power and authority to fill vacancies as 
 elsewhere provided. Thereafter, and as each of said terms shall expire, the next 
 term and each succeeding term of office of each trustee shall be seven (7) years, 
 counting from the annual meeting at which the election occurred. 
 
 Nominations for the office of trustees shall be made before voting for that 
 office commences. Votes for persons not so nominated shall be wholly disre- 
 garded. 
 
 The election of each of the seven (7) trustees, to be nominated and elected as 
 herein provided as their respective terms of office shall expire, shall be by ballot, 
 and a plurality of the vote cast shall elect. 
 
 The persons constituting the present board of trustees, and the term of office 
 for which each was elected, are as follows, viz. : Mr. Charles H. Bigelow for 
 
 the term of seven (7) years, Mr. Maurice Auerbach for the term of six (6) 
 years, Mr. John R. Mitchell for the term of five (5) years, Mr. J. F. R. Foss for 
 the term of four (4) years, and Mr. Crawford Livingston for the term of three 
 ( 3 ) years, — from the first Tuesday in March, 1902. Mr. Albert H. Lindeke for 
 the term of seven (7) years from the first Tuesday in March, 1903 ; and Mr. 
 Kenneth Clark for the term of seven (7) years from the first Tuesday in 
 March, 1904. 
 
 Article 2. Section 2, amended June 6, 1904, to read as follows : 
 
 Sec. 2. Any vacancy in the office of trustee may be filled by the board for 
 the unexpired term. 
 
 The board of trustees may elect a chairman from their number to preside at 
 board meetings and perform such other duties as he may assume at the board’s 
 request. Otherwise, or during the absence of the chairman, the president of 
 the company shall preside. If occasion require, the board may elect a temporary 
 chairman. 
 
 Sec. 3. A regular meeting of the board of trustees shall be held at the home 
 office of the company on the first Monday of each month, and the annual meet- 
 ing thereof, on Wednesday next following the first Tuesday in March of each 
 year, at three o’clock in the afternoon. 
 
 Sec. 4. Special meetings of the board of trustees may be held at any time 
 upon call of the secretary, of his own motion, or at the request of the president, 
 or upon the written request of two trustees. The secretary shall cause a notice 
 of such meeting to be mailed to each member of the board, at his address ap- 
 pearing on the records of the company or left at his residence, or at his place 
 of business, or delivered to him in person. Such notice, if by mail, shall be de- 
 posited in the postoffice, or in a United States mail box, in the city of St. Paul, 
 at least seventy-two hours, or if by leaving at the residence or place of business 
 
MINNESOTA MUTUAL LIFE. 167 
 
 shall be so left at least twenty-four hours, or if personal, shall be delivered at 
 least six hours prior to the time specified for the meeting. 
 
 Sec. 5. Except as herein otherwise provided, any number of trustees, not 
 less than one-half of a full board, shall constitute a quorum for the transaction 
 of business at any meeting. 
 
 Article 3. Sec. i. — The officers shall be president, secretary, medical direc- 
 tor and general counsel, and whenever the board of trustees shall so determine, 
 one or more vice-presidents, assistant secretaries, assistant medical directors 
 and assistant counsel, and any other officer or officers the board of trustees by 
 resolution shall designate. 
 
 Officers may be elected at any annual, or at any regular monthly meeting of 
 the board of trustees; provided that any vacancy may be filled at any special 
 meeting called for that purpose. 
 
 The respective terms of office of the several officers shall be determined from 
 time to time by resolution of the board of trustees. 
 
 Article 4. Sec. i. — To the extent necessary to protect and continue the 
 rights and privileges of any member holding a mortuary assessment certificate 
 and to preserve and secure the fulfillment of all contract obligations to him, 
 and to continue and perpetuate in the company the power and authority to levy 
 assessments, and to do and perform all and everything necessary or expedient 
 to enable it to carry out the mortuary assessment contracts in accordance with 
 the terms thereof, and with the law and present by-laws in such case made and 
 provided, the present and existing by-laws shall continue in full force and 
 effect. 
 
CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 1 68 
 
 MUTUAL BENEFIT LIFE INSURANCE COMPANY. 
 
 An act to incorporate The Mutual Benefit Life Insurance Company. 
 
 Be it enacted, by the Senate and General Assembly of the State of 
 
 New Jersey, as follows: 
 
 Sec. i. [Name and Location.] — Thomas V. Johnson, William M. 
 Simpson, Jesse Baldwin, James L. Dickerson, Henry McFarlan. 
 Thomas B. Segur, Charles S. Macknet, Guy M. Hinchman, Samuel 
 Meeker, Robert L. Patterson, Marcus L. Ward, Lewis C. Grover, and 
 others, their associates, successors and assigns, shall be, and are hereby 
 ordained, constituted and declared to be a body politic and corporate, 
 in fact and in name, by the name of the “Mutual Benefit Life Insurance 
 Company,” to be located at Newark, in this State ; and by that name 
 they and their successors shall and may have succession during the con- 
 tinuance of this act, and shall be capable of suing and being sued, 
 pleading and being impleaded, answering and being answered unto, de- 
 fending and being defended, in ail manner of actions, suits, complaints, 
 matters and causes whatever : and that they and their successors may 
 have a common seal, and may alter and change the same at pleasure ; 
 and, also, that they and their successors, by the name of the Mutual 
 Benefit Life Insurance Company, shall be in law capable of purchasing, 
 holding and conveying any estate, real or personal, for the use of the 
 said corporation ; provided, the lands, tenements, and hereditaments, 
 which it shall be lawful for the said corporation to hold, be only such 
 as shall be requisite for the purpose of erecting buildings thereon, in 
 which to meet and transact the business of the corporation, or such as 
 shall have been bona fide mortgaged to it by way of security, or con- 
 veyed to it in satisfaction of debts previously contracted in the course 
 of its business, or purchased at sales on judgments or decrees, which 
 shall have obtained for such debts ; and with regard to all such lands, 
 tenements, and hereditaments, so to be held by the said corporation as 
 aforesaid, except such as may be for the immediate accommodation as 
 aforesaid, or such as it may hold by way of mortgage, and whereof the 
 actual possession shall be and remain in the mortgagors, their heirs 
 and assigns, the corporation shall be bound to sell and dispose of, re- 
 spectively, within five years after it shall acquire the same, and shall 
 not be capable of holding the same after the expiration of five years. 
 
 Sec. 2. [Board of Directors .] — All persons who shall at any time 
 
MUTUAL BENEFIT LIFE. 
 
 169 
 
 hereafter insure in or with the said association, shall, while they con- 
 tinue so insured, be deemed and taken as members of the said corpora- 
 tion ; and that the property and concerns of the said corporation shall 
 be conducted and managed by twelve directors, a majority of whom 
 shall be citizens and residents of this State, and none of whom shall 
 hold the like office or agency in any other insurance company in this 
 State, to be chosen, by ballot, by and from among the members, and 
 shall hold their office for one year and until others are chosen ; and the 
 said directors and officers may always be re-elected, but one-fourth part 
 or number of the directors must be re-elected every year, for which 
 purpose, at their first meeting, they must divide themselves in four sets 
 or classes, of three each; the term of the first class shall expire at the 
 end of one year, the term of the second class shall expire at the end of 
 two years, the term of the third class shall expire at the end of three 
 years, the term of the fourth class shall expire at the end of four years, 
 and so on successively; the seats of these classes shall be supplied by 
 the members of this corporation; and that the election for directors 
 shall be held on the third Monday of January, in every year, at the 
 office of the company, or such other place as a majority of the direc- 
 tors may previously designate, public notice of which shall be given by 
 the secretary, in one or more newspapers printed or circulating in the 
 county of Essex, at least two weeks previous to the time of holding such 
 election ; and if any of the said directors shall die, refuse to serve, or 
 neglect to act in their said office for the space of two months, then and 
 in every such case the remaining directors shall have power to fill such 
 vacancy or vacancies until the next anual election ; and in case it should 
 happen that an election for directors should not be held on the day 
 when pursuant to this act it ought to be held, the said corporation shall 
 not be dissolved for that cause, but it shall and may be lawful to hold 
 an election for directors, pursuant to law ; and until an election for 
 directors shall be held according to the provisions of this act, the per- 
 sons named in the first section of this act shall have the direction and 
 management of the said corporation. 
 
 Sec. 3. [Business.] — It shall and may be lawful for the said cor- 
 poration to insure their respective lives, and to make all and every in- 
 surance appertaining to or connected with life risks of whatever kind 
 or nature, as well of the sound in health, as the infirm or invalid. 
 
 Sec. 4. [Married Women may Insure their Husbands .] — It shall 
 be lawful for any ffiarried woman, by herself and in her name, or in 
 the name of any third person, with his assent, as her trustee, to cause 
 to be insured for her sole use, the life of her husband for any definite 
 period or for the term of his natural life ; and in case of her surviving 
 
CHARTERS OF LIfE INSURANCE COMPANIES. 
 
 170 
 
 her husband, the sum or net amount of the insurance becoming due and’ 
 payable by the terms of the insurance, shall be payable to her, to and 
 for her own use, free from the claims of the representatives of her hus- 
 band, or of any of his creditors ; but such exemption shall not apply 
 when the amount of premium annually paid shall exceed three hundred 
 dollars. 
 
 Sec. 5. [Wife’s Insurance Payable to Children.] — In case of the 
 death of the wife, before the decease of the husband, the amount of the 
 insurance may be made payable after death to her children, for their 
 use, and to their guardian, if under age. 
 
 Sec. 6. [Premium Notes.] — It shall and may be lawful for the 
 officers of said corporation to take the notes or obligations of the mem- 
 bers for the amount, either in part or the whole, of the premiums of 
 insurance, in proportion to the amount insured. 
 
 Sec. 7. [By-Laws.] — The directors for the time being, or a ma- 
 jority of them, shall have power to make and prescribe such by-laws, 
 rules and regulations, as to them shall appear needful and proper, for 
 the management and disposition of the stock, property, estate, and 
 effects of the said corporation, and for all such matters as appertain to 
 the business thereof ; and shall have power to appoint an actuary, from 
 among themselves, and such other additional officers, clerks, and ser- 
 vants, for carrying on the business of said corporation, as they may 
 select, with such allowances as to them shall appear just and satis- 
 factory; provided, that such by-laws, rules and regulations, shall not 
 be repugnant to the constitution or laws of the United States, or of this 
 State. 
 
 Sec. 8. [President.] — At the first meeting of the directors held 
 after the organization of this company, and at every annual meeting of 
 the members in each year after, the directors shall choose, from among 
 themselves, one person for president, who shall continue in office until 
 the next annual meeting, and until another shall be appointed in his 
 place. 
 
 Sec. 9. [Right to Assess for Losses.] — All policies of insurance 
 which shall be made by the said corporation, in pursuance of this act, 
 shall be made on such terms and conditions, and for such periods of 
 time, and confined to such persons, as shall be from time to time or- 
 dered and prescribed by the by-laws, rules and regulations of said 
 corporation; and if at any time it shall so happen that there shall be 
 just claims on the corporation for losses sustained, to a greater amount 
 than they have funds on hand to discharge, in such cases the directors 
 for the time being shall with all convenient expedition proceed to assess 
 such deficiency, in a ratable proportion, on the members of the .asso- 
 
MUTUAL BENEFIT LIFE. 
 
 I7L 
 
 ciation, or their lawful representatives, according to the amount of 
 each member’s insurance ; provided, that such assessment shall not ex- 
 ceed the amount of the note or obligation given by each member ; 
 which rates or assessment shall be approved of by a majority of the di- 
 rectors, and notice in writing shall be given to each member, or his law- 
 ful representative, of the assessment and amount by him, her, or them, 
 required to be paid ; and each and every member, or his lawful repre- 
 sentative, so notified, shall pay the same to the treasurer for the time 
 being within sixty days after such notification, and in default thereof 
 shall forfeit all right and claim to any policy that he may have ob- 
 tained, and be no longer a member of the association ; and shall also be 
 liable for the amount of such assessment, with interest, to be recovered 
 by action of debt, with costs of suit, before any court of competent 
 jurisdiction. 
 
 Sec. 10. [ Meetings .] — Three or more of the directors shall have 
 
 power to call a meeting of the directors, by giving notice in one or 
 more newspapers published or circulating in the county of Essex, at 
 least ten days before said meeting. 
 
 Sec. 11. [Funds.] — No part of the funds of said corporation shall 
 be used for banking purposes. 
 
 Sec. 12. [Limitation of Act .] — It shall be lawful for the legisla- 
 ture, at any time hereafter, to alter, amend, modify or repeal this act ; 
 and that this act shall continue in operation twenty years, and no 
 longer. 
 
 Passed January 30, 1845. Approved January 31, 1845. 
 
 CHARLES C. STRATTON. 
 
 Legislature May Amend Act. 
 
 State of New Jersey. A supplement to the act entitled “An act to 
 incorporate the Mutual Benefit Life Insurance Company,” passed 
 January 30, 1845. 
 
 1. Be it enacted, By the Senate and General Assembly of the State 
 of New Jersey, that the twelfth section of the act to which this is a 
 supplement, be and the same is hereby repealed. 
 
 2. And be it enacted, That is shall be lawful for the legislature, at 
 any time hereafter, to alter, amend, modify, or repeal the act to which 
 this is a supplement. 
 
 3. And be it enacted, That this act shall take effect immediately 
 Approved January 27, 1848. 
 
172 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 EXTRACTS FROM THE BY-LAYS. 
 
 (Revised May, 1905.) 
 
 Sec. 1. Annual Election and Meeting. — The annual meeting of the company 
 for the election of directors and the transaction of business, shall be held at the 
 •office of the company, in Newark, N. J., on the third Monday of January, in 
 every year, of which public notice shall be given by the secretary, for two 
 weeks, by advertising in a newspaper published in Newark. 
 
 Sec. 2. Two members of the company shall be appointed by the board of 
 directors as inspectors, whose duty it shall be honestly and fairly to conduct 
 such election; and who shall furnish a certificate over their signatures of the 
 result, to be filed and recorded by the secretary of the company. The polls 
 shall be opened at 11 o’clock a. m., and be closed at 1 o’clock p. m 
 
 Sec. 3. At the annual election for directors, each member of the company 
 shall be entitled to one vote when the insurance is for a sum not exceeding 
 $2000; over $2000 and up to $5000, to two votes; over $5000, to three votes. 
 
 Sec. 4. Directors, Vacancies, Etc. — No person shall be eligible as a director 
 unless he shall be at the time insured in, or hold a policy of insurance with, the 
 company; nor shall he be eligible if a director in any other life insurance com- 
 pany. 
 
 Sec. 5. In case a vacancy occurs in the board, it may be filled by the re- 
 maining directors until the next annual meeting, two days’ notice being given 
 of the meeting and intention to fill such vacancy. 
 
 Sec. 6. Election and Appointment of Officers. — The first meeting of the 
 directors after the annual meeting of the company, shall be held at 1 o’clock 
 p. m. on the day of such annual meeting, when they shall elect from among 
 themselves, by ballot. They may also elect two vice-presidents, a treasurer, a 
 secretary and such other officers as may have been designated by the board, 
 whose duties are herein defined. The officers elected and appointed shall con- 
 tinue in office until the next annual meeting, or until others are appointed in 
 their place. All officers are subject to removal at the pleasure of a majority of 
 the board of directors. 
 
 Sec. 7. Meetings. — The directors shall hold regular meetings on Wednesday 
 of each week. Special meetings may be called by the president, or in his absence 
 by the vice-president, two days’ written notice being given to each member of the 
 board. Three members of the board may call a special meeting, by giving two 
 days’ written notice of such meeting to each member of the board. Five direc- 
 tors shall constitute a quorum for the transaction of business, but a less number 
 may adjourn from time to time until a quorum appears. 
 
 Sec. 8. In the meetings of the board the order of business shall be: 
 1. Reading of minutes of last meeting. 2. Reports of special committees. 3. 
 Unfinished business. 4. Miscellaneous business, unless otherwise ordered by 
 the board. 
 
 Sec. 9. No check shall be drawn, except for salaries and current expenses, 
 or in pursuance of a contract, without the authority of the board; all checks 
 shall be drawn to the order of the party to whom the payment is due, and be 
 signed by the president or a vice-president and countersigned by the treasurer. 
 In the absence of the treasurer the checks shall be countersigned by the assistant 
 treasurer, or by the cashier, or by a vice-president. 
 
 Sec. 21. Finance Committee. — A finance committee consisting of the presi- 
 dent and four directors, shall be chosen by the board of directors annually, 
 
MUTUAL BENEFIT LIFE. 
 
 I 73’. 
 
 and this committee shall have such meetings as may be necessary to consider 
 the finances of the company and to examine and report to the board of direc- 
 tors for its approval on such investments as they may consider worthy of the 
 consideration of the board. The finance committee (president excepted) shall 
 each month in connection with the auditors examine the company’s cash book 
 and agency reports, and shall see that there are proper vouchers for all expendi- 
 tures charged therein, and the committee shall perform such other duties as the 
 board of directors may from time to time by resolution assign to it. The finance 
 committee shall in addition to its regular meetings, meet at any time on the call 
 of the president, when he desires to consult with it upon any question relating 
 to the business of the company. 
 
 Sec. 22. Miscellaneous. — During the months of January and July, in each 
 and every year, the assets of the company shall be examined by the special com- 
 mittee, whose reports shall be placed on the minutes. 
 
 Sec. 23. The annual statement of the business and affairs of the company 
 shall be prepared by the officers and presented by the president to the directors, 
 at their meeting in January. 
 
 Sec. 24. No officer or director shall receive any compensation for procuring 
 any loan from the company; nor shall any director vote on any loan in which 
 he is personally interested. 
 
 Sec. 25. No risk shall be taken on a single life for more than $50,000. 
 
 Sec. 26. The surplus of the company may be distributed, from time to time, 
 as the board may direct. 
 
 Sec. 27. All claims for insurance shall be paid after satisfactory evidence of 
 the death of the party and of his due observance of the contract, is presented, 
 examined and approved; and they shall then be reported to the board. 
 
 Sec. 28. Alteration of By-Laws. — These by-laws may be altered or amended 
 at any meeting by a vote of three-fourths of the directors, and not otherwise, 
 unless thirty days’ notice shall have been given to the board in writing, with a 
 distinct statement of what is proposed; and in such cases it shall be the duty 
 of the secretary to give written notice of the proposed alteration, to each mem- 
 ber of the board, at least five days previous to the meeting at which it is to be 
 acted upon; and no alteration shall be made unless approved by seven or more 
 members of the board, to be ascertained by yeas and nays. 
 
J 74 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 MUTUAL LIFE INSURANCE COMPANY IN NEW YORK. 
 
 An act to incorporate the Mutual Life Insurance Company of New 
 York, passed April 12, 1842, by a two- thirds vote. The people of 
 the State of New York, represented in Senate and Assembly, do 
 enact as follows : 
 
 Sec. 1. [ Incorporators .] — William H. Aspinwall, James Brown, 
 
 John W. Leavitt, Elihu Townsend, James S. Wadsworth, Philip S. 
 Van Rensselaer, Gouverneur M. Wilkins, John V. L. Pruyn, Thomas 
 W. Olcott, Charles L. Livingston, Joseph Blunt, Jacob P. Giraud, John 
 C. Cruger, Alfred Pell, David C. Colden, Jacob Harvey, Robert B. 
 Minturn, Mortimer Livingston, Rufus L. Lord, Arthur Bronson, 
 Henry Brevoort, Theodore Sedgwick, Stacy B. Collins, Robert C. Cor- 
 nell, James Boorman, James Campbell, William Moore, Morris Robin- 
 son, Zebedee Cook, Jr., Jonathan Miller, Fitz-Greene Halleck, John A. 
 King, T. Romeyn Beck, Richard V. DeWitt, Gideon Hawley, James J. 
 Ring, and all other persons who may hereafter associate with them 
 in the manner hereinafter prescribed, shall be a body politic and cor- 
 porate, by the name of “The Mutual Life Insurance Company in New 
 York.” 
 
 Sec. 2. [Business Authorized .] — In addition to the general powers 
 and privileges of a corporation, as the same are declared by the third 
 title of the eighteenth chapter of the first part of the revised statutes, 
 the corporation hereby created shall have the power to insure their re- 
 spective lives, and to make all and every insurance appertaining to, or 
 connected with life risks, and to grant and purchase annuities. 
 
 The real estate which it shall be lawful for the said corporation to 
 purchase, hold and convey, shall be : 
 
 1. Such as shall be requisite for its immediate accommodation in 
 the convenient transaction of its business ; or, 
 
 2. Such as shall have been mortgaged to it in good faith by way of 
 security for loans previously contracted, or for moneys due ; or, 
 
 3. Such as shall have been conveyed to it in satisfaction of debts 
 previously contracted in the course of its dealings ; or, 
 
 4. Such as shall have been purchased at sales upon judgments, de- 
 crees or mortgages obtained or made for such debts. 
 
 The said corporations shall not purchase, hold or convey real estate 
 in any other case, or for any other purpose, and all such real estate as 
 
MUTUAL LIFE, NEW YORK. 
 
 175 
 
 -shall not be necessary for the accommodation of the said company in 
 the convenient transaction of its business, shall be sold and disposed of 
 within six years after the said company shall have required title to 
 the same, and it shall not be lawful for the said company to hold such 
 real estate for a longer period than that above mentioned. 
 
 Sec. 3. [Members.] — All persons who shall hereafter insure with 
 the said corporation, and also their heirs, executors, administrators and 
 assigns, continuing to be insured in the said corporation, as hereinafter 
 provided, shall thereby become members thereof, during the period 
 they shall remain insured by said corporation, and no longer. 
 
 Sec. 4. [Powers of Board.] — All the corporate powers of the said 
 company shall be exercised by a board of trustees, and such officers and 
 agents as they may appoint. The board of trustees shall consist of 
 thirty-six persons, all of whom must be citizens of this State. They 
 shall elect a president annually, who shall be a member of this corpo- 
 ration, and they shall have power to declare by by-law what number 
 of trustees less than a majority of the whole, but not less than nine 
 shall be a quorum for the transaction of business. 
 
 Sec. 5. [First Board of Trustees.] — The persons named in the first 
 section of this act shall constitute the first board of trustees. 
 
 Sec. 6. [Trustees Divided into Classes.] — The trustees shall, at 
 their first meeting, divide themselves by lot into four classes of nine 
 each. The term of the first class shall expire at the end of one year; 
 the term of the second class shall expire at the end of two years ; the 
 term of the third class shall expire at the end of three years ; the term 
 of the fourth class shall expire at the end of four years, and so on suc- 
 cessively each and every year. The seats of these classes shall be sup- 
 plied by the members of this corporation, a plurality of votes consti- 
 tuting a choice ; but an insurance of at least one thousand dollars in 
 amount shall be necessary to entitle any member to a vote. This sec- 
 tion shall not be construed to prevent a trustee going out from being 
 eligible to a re-election. The board of trustees may fill any vacancies 
 in their number occasioned by death, resignation, or removal from the 
 State. The election of trustees shall be held on the first Monday of 
 June in each year, at such place in the city of New York as the board 
 of trustees shall designate, of which they shall give at least fourteen 
 days’ previous notice in two of the public newspapers printed in the said 
 city ; and the board of trustees shall at the same time appoint three 
 members of the said corporation inspectors to preside at such elec- 
 tion ; and if any of the said inspectors decline or fail to attend, the trus- 
 tees may appoint others to fill such vacancies. 
 
 Sec. 7. [Members Must Pay Their Premiums.] — Every person 
 
176 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 who shall become a member of this corporation by effecting insurance- 
 therein, shall, the first time he effects insurance, and before he receives 
 his policy, pay the rates that shall be fixed upon and determined by the 
 trustees ; and no premium so paid shall ever be withdrawn from said 
 company, except as hereinafter provided, but shall be liable to all the 
 losses and expenses incurred by this company during the continuance 
 of its charter. 
 
 Sec. 8. [Premiums.] — The trustees may determine the rates of in- 
 surance, and the sum to be insured. 
 
 Sec. 9. [Funds.] — It shall be lawful for the said corporation to 
 
 invest the said premiums in the securities designated in the two follow- 
 ing sections, and to sell, transfer and change the same, and reinvest the 
 funds of said corporation when the trustees shall deem expedient. 
 
 Sec. 10. [Investments in Real Estate.] — The whole of the premium 
 received for insurance by said corporation, except as provided for in 
 the following sections, shall be invested in bonds and mortgages on 
 unincumbered real estate within the State of New York ; the real prop- 
 erty to secure such investment of capital shall, in every case, be worth 
 twice the amount loaned thereon. 
 
 Sec. 11. [Investments in Stocks.] — The trustees shall have power 
 to invest a certain portion of the premiums received, not to exceed one- 
 half thereof, in public stocks of the United States or of this State, or 
 of any incorporated city in this State. 
 
 Sec. 12. [Company May Sue and be Sued.] — Suits at law may 
 be maintained by said corporation against any of its members for any 
 cause relating to the business of said corporation ; also suits at law may 
 be prosecuted and maintained by any member against said corporation 
 for losses by death, if payment is withheld more than three months 
 after the company is duly notified of such losses ; and no member of the 
 corporation shall be debarred his testimony as witness in any such cause 
 on account of his being a member of said company ; and no member of 
 the corporation, not being in his individual capacity a party to such 
 suit, shall be incompetent as a witness in any such cause on account of 
 his being a member of said company. 
 
 Sec. 13. [Members to Share in Profits.] — The officers of said com- 
 pany, at the expiration of five years from the time that the first policy 
 shall have been issued and bear date, and within sixty days thereafter, 
 and during the first sixty days of every subsequent period of five years, 
 shall cause a balance to be struck of the afifairs of the company, and 
 shall credit each member with an equitable share of the profits of the 
 said company. And in case of the death of the party whose life is in- 
 sured, the amount standing to his credit at the last preceding striking 
 
MUTUAL LIFE, NEW YORK. 
 
 177 
 
 of balance as aforesaid, shall be paid over to the person entitled to re- 
 ceive the same; and the proportion which shall be found to belong to 
 him at the next striking of balance, shall be paid when the same shall 
 be ascertained and declared. Any member of the company who would 
 be entitled to share in the profits, who shall have omitted to pay any 
 premium, or any periodical payment due from him to the company, 
 may be prohibited by the trustees from sharing in the profits of the 
 company; and all such previous payments made by him shall go to the 
 benefit of the company. No member, except officers and agents 
 thereof, shall be personally liable for the losses of the company ; and 
 such officers and agents severally shall only be liable for the losses 
 arising by reason of their own respective neglect or misconduct. (As 
 amended by laws of 1851, chapter 60.) 
 
 Sec. 14. [Balance Statements to be Made .] — On some day in the 
 first thirty days after the expiration of the first five years from the 
 time when the said company shall issue their first policy, and within 
 the first thirty days of every subsequent five years, the officers of the 
 said company shall cause to be made a general balance statement of 
 the affairs of the said company, which shall be entered in a book pre- 
 pared for that purpose, which shall be subject to the examination of 
 any member of the company during the usual hours of business, for 
 the term of thirty days thereafter. Such statement shall contain : 
 
 1. The amount of premiums received during the said period. 
 
 2. The amount of expenses of the said company during the said 
 period. 
 
 3. The amount of losses incurred during the same period. 
 
 4. The balance remaining with the said company. 
 
 5. The nature of the security on which the same is invested or 
 loaned, and the amount of cash on hand. 
 
 The said company shall also make and transmit to the comptroller 
 of the State, on the first day of January in each year, a full statement 
 of its affairs in the same manner as moneyed corporations are required 
 to do under the second title of the eighteenth chapter of the first part 
 of the revised statutes. The books of the said company shall be open 
 to the examination of any member thereof during the usual hours of 
 business, in the same manner as the books of moneyed corporations are 
 required by the revised statutes to be kept open for the inspection of 
 the stockholders thereof. 
 
 Sec. 15. [Laws that Do Not Apply.] — The sections of the revised 
 statutes, from nineteen to twenty-five, both inclusive, of the first article 
 of the second title of the eighteenth chapter of the first part, shall not 
 be applicable to the corporation hereby created. 
 
i ?8 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 16. [Place of Business .] — The operations and business of the 
 corporation shall be carried on at such place in the city of New York 
 as the trustees shall direct. 
 
 Sec. i 7. [When Policies May be Issued .] — No policy shall be 
 issued by said company until application shall be made for insurance in 
 the aggregate of five hundred thousand dollars at least, and the trus- 
 tees shall have the right to purchase, for the benefit of the company, 
 all policies of insurance, or other obligations issued by the company. 
 
 Sec. 18. [Charter May be Amended.] — The legislature may at any- 
 time alter or repeal this act. 
 
 Sec. 19. This act shall take effect immediately. 
 
 Amendment of 1862. 
 
 An act in relation to the dividends of the Mutual Life Insurance Com- 
 pany of New York, passed April 2, 1862, three-fifths being pres- 
 ent. The people of the State of New York, represented in Senate 
 and Assembly, do enact as follows : 
 
 Sec. 1. The Mutual Life Insurance Company of New York may 
 appropriate its dividends either to the purchase of additional insurance 
 payable with the policy, or at the option of the insured, in reduction of, 
 or toward the annual payment of premiums on policies ; such dividends 
 may be declared every five years or oftener, at the option of the said 
 company, provided that said company shall not make such appropria- 
 tion in reduction of any annual premium without the consent first had 
 and obtained of the Superintendent of the Insurance Department, after 
 each dividend, as to all persons entitled to such dividend. 
 
 Sec. 2. This act shall take effect immediately. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 1. Annual Election; Who May Vote.— Pursuant to the charter of the com- 
 pany, the annual election for one class of trustees, nine in number to hold office 
 for four years, shall be held at the office of the company, in the city of New 
 York, on the first Monday of June in each year, at noon of that day. The poll 
 shall continue open for two hours, and as much longer as may be necessary to 
 receive the votes of the corporators who may be in attendance. At any annual 
 election every person then insured in this company to the amount of one thou- 
 sand dollars shall be entitled, either in person or by proxy, to cast one vote 
 for a person to fill each seat in the retiring class of the board of trustees, or to 
 fill a vacancy. 
 
 2. Inspectors of Election. — Three inspectors of the election shall be annu- 
 ally appointed by the board, at the quarterly meeting of the trustees in April 
 next previous to the election, and also three substitutes, to act in the order in 
 which they may be named, in case any of the said inspectors fail to attend. 
 Before opening the poll, the inspectors shall take the oath required by law and 
 
MUTUAL LIFE, NEW YORK. 
 
 179 
 
 immediately after closing the poll, they shall openly canvass the votes received 
 by them, and duly certify the result in writing, and deliver such certificate to 
 the president. If said quarterly meeting shall fail to take place, the president 
 shall call a special meeting for the purpose aforesaid. Said special meeting 
 shall be held at least sixteen days previous to the holding of said election. 
 
 3. Annual Meeting. — The annual meeting of the trustees shall be held on the 
 Wednesday following the first Monday of June, for the election of a president 
 and standing committees. 
 
 4. Quarterly Meetings. — Quarterly meetings of the trustees shall be held in 
 January, April, July and October, on any Wednesday at the option of the presi- 
 dent, after the second Wednesday of the month, and a report shall be made to 
 them by the president of the concerns and business of the company during the 
 previous quarter, stating particularly the insurances issued, the receipts from 
 all sources, the manner in which the same shall have been invested or paid, and 
 the amount remaining on hand. Provided, nevertheless, that the statement 
 herein required to be presented at the meeting in January, may in the discretion 
 of the president be deferred until the meeting of the board in February. 
 
 5. Reports by the President. — At the quarterly meeting held in January, or 
 in the discretion of the president at the meeting held in February, the president 
 shall present a statement of the affairs and condition of the company on the 
 preceding 31st day of December, showing the receipts and disbursements for 
 the past fiscal year, the liabilities from all sources, and the net and gross assets, 
 together with such other details as the board may from time to time require. 
 
 6. Intervening Meetings. — Stated meetings of the trustees shall also be held 
 on the fourth Wednesdays of the intervening months, except February, June, 
 August and September, unless the board shall otherwise direct. 
 
 7. Special Meetings. — The president may call a special meeting of the trus- 
 tees, in his discretion; he shall also call a special meeting whenever three of 
 the trustees shall request him in writing to do so; all special and stated meetings 
 shall be called by a written or printed notice to each trustee; but no business 
 shall be taken up or considered, at a special meeting, except that referred to in 
 said notice, unless with the consent of nineteen members of the board. 
 
 8. Vacancies. — At the regular meeting of the board immediately preceding 
 the annual election of trustees, the president shall lay before it the names of 
 those whose terms of service will expire; and information of such vacancies as 
 may exist in that of any other class, in order that nominations may be made of 
 such persons as may be thought best fitted to promote the interests of the 
 company. 
 
 9. Vacancies; How Filled. — Vacancies in the board of trustees may be filled 
 at any subsequent meeting after such vacancy is declared, and at a meeting sub- 
 sequent to that at which the nomination of a person to fill such vacancy is 
 made. Notice of such election shall be inserted in the call issued to the trustees 
 for the meeting. 
 
 10. Quorum. — A majority of the trustees shall constitute a quorum for the 
 transaction of business. 
 
 11. Powers and Duties of President. — The president shall, if present, pre- 
 side at all meetings of the trustees; he shall be ex-officio member and chairman 
 of all standing committees, and may preside at the meetings thereof, except 
 the auditing committee and committee on expenditures, which latter commit- 
 tees shall choose their own chairman and keep their own minutes; he shall also 
 
i8o 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 attend the meeting of any special committee when requested by the chair- 
 man. * * * * 
 
 12. Cash and Securities. — The care and custody of all cash, stocks, bonds 
 and securities belonging to the company, as well as those deposited with the 
 company for collateral security for loans shall be vested in the president, treas- 
 urer and cashier, who shall have power to designate two discreet persons, each 
 one of whom shall be entrusted with one of the keys or one of the combina- 
 tions of the two locks upon each safe containing negotiable securities, neither 
 of which shall be opened, except in the presence of two of the officers named 
 above. 
 
 13. Endorsements. — In all transactions with the Treasury Department of 
 the United States, the president, a vice-president and the treasurer, each or 
 any of them, is hereby authorized to receive and give receipts for all money due 
 and payable to this company, and to endorse checks and drafts in its name and 
 on its behalf, and full discharge for the same to give. 
 
 14. Withdrawal of Money. — No moneys can be withdrawn from any bank, 
 or any other custodian of the funds of the company, in the office or elsewhere, 
 except for the use of the company, and upon the signature of the president or 
 treasurer, and a secretary; and any one of them may endorse for deposit or 
 collection all checks or drafts for money made payable to the order of this 
 company. 
 
 15. Vice-Presidents. — There shall be two or more vice-president, who shall 
 
 respectively have precedence in the order of their election and who shall also 
 be trustees of the company and hold office during the pleasure of the board; 
 and whenever a vacancy shall occur, it shall be filled by ballot at the next or a 
 subsequent meeting after such vacancy is declared. * * * * 
 
 Second Vice-President. — There shall be a second vice-president, who shall 
 keep the minutes of the board and of the committees on insurance and agencies, 
 and shall assist the president and vice-presidents in the discharge of their duties 
 as directed by the president. 
 
 Third Vice-President. — There shall be a third vice-president, who shall have 
 the supervision of the company’s office buildings wherever located in the United 
 States, collect the rents thereof, direct the purchase of such supplies as may be 
 needed for the due maintenance of such buildings, have charge of the current 
 expenses of such buildings and when such expenditures are duly authorized 
 shall certify that they are in accordance with such authority before payment, 
 and discharge such other duties as may be assigned him by the president. 
 
 General Manager. — The president and vice-presidents are authorized to dele- 
 gate such portions of their duties or powers as may be deemed advisable by 
 them, to an executive officer, to be called the general manager. He shall be a 
 member of the board, and ex-officio member of all standing committees. 
 
 16. Appointment of President pro tern. — The president shall, in case of sick- 
 ness or temporary absence of himself and the vice-presidents, be authorized to 
 appoint a president pro tern, from among the trustees of the company, to per- 
 form the duties of the president, which appointment shall be entered on the 
 book of the minutes of the board by the president or either of the secretaries. 
 An entry shall also be made showing the termination of his appointment. This 
 by-law shall not be constructed to prevent the board of trustees from appoint- 
 ing or removing a president pro tern. 
 
 17. Contracts for Insurance. — There shall be two or more secretaries, who 
 
MUTUAL LIFE, NEW YORK. 
 
 181 
 
 shall respectively have precedence in the order of their election and who shall 
 hold office during the pleasure of the board. They shall have power with the 
 president to make contracts for insurance on life and for annuities and all other 
 contracts necessary for the company in the management of its affairs in con- 
 formity with the rules and regulations of the board for the time being; they shall 
 have the general management of the office business and of the clerks employed 
 in the head offices of the company, and the president may designate any one of 
 them to perform such special duties as he may see fit to prescribe. In the ab- 
 sence of the secretaries the assistant secretary shall discharge such of the duties 
 of the secretaries as may be assigned him by the president, and the president 
 may also, in his discretion, detail any officer or head of a department to act as 
 a secretary pro tern. * * * * 
 
 18. Treasurer; Loans on Securities. — There shall be a treasurer of the com- 
 pany, who shall hold his office during the pleasure of the board; it shall be his 
 duty to attend at his office during the hours of business; to receive and decide 
 on applications for loans upon pledge of collateral securities, accepting only 
 such securities as shall have been authorized by the committee on finance; to 
 report the details of such loans weekly to the committee; to cause the necessary 
 margin to be kept good on such loans; to report from time to time, as re- 
 quired, to the president, the condition of the securities owned by the company 
 and of the loans upon securities; to have a general oversight of the stocks and 
 bonds belonging to the company; and discharge such other duties as may be 
 assigned him. 
 
 There shall be an assistant treasurer and a second assistant treasurer who 
 shall aid in discharging the duties of the treasurer. * * * * 
 
 19. Investments. — All investments in such stocks or bonds as have been 
 approved by the finance committee, by loans thereon, shall be made with the 
 approval of the treasurer in writing; and no substitution shall be made without 
 a similar approval, and there shall be no substitution of securities the aggregate 
 value of which shall be inferior to the value of those withdrawn. In no case 
 shall the margin upon any loan be allowed to fall below that upon which the 
 loan was made, without requiring that the same shall be made good or the loan 
 called i n . * * * * 
 
 20. Comptroller. — There shall be a comptroller of the company, who shall 
 hold his office during the pleasure of the board; it shall be his duty to attend 
 at his office during the hours of business; to appraise or cause to be appraised 
 all real estate submitted to the committee on finance as security for loans on 
 bond and mortgage; to advise foreclosures in such cases as the interest of the 
 company may require; to report quarterly to the president all purchases and 
 sales of real estate, and annually the general condition and features of the loans 
 upon bond and mortgage, and of the company’s real estate (except its office 
 buildings) ; to oversee and direct as to the renting, repairing, and insuring of 
 all buildings or lands belonging to the company (except the company’s office 
 buildings) ; to see that the taxes and assessments do not accumulate against 
 property owned by or mortgaged to the company, and to perform such other 
 duties as may be assigned him by the president or the committee on finance. 
 
 21. Loans on Real Estate. — When loans on real estate are authorized, the 
 comptroller shall, in each case, notify the general solicitor of the company, and 
 furnish him the particulars of the loan; the general solicitor shall thereupon 
 examine both the application and the authority for the loan, as expressed in 
 
182 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 the book of approval of the finance committee, and have the bond and mort- 
 gage drawn in conformity with the conditions therein contained; and, in case of 
 disagreement as to the quantity of land, or otherwise, he shall report the same 
 to the president before the title is approved. 
 
 22. The president may allow the loan, notwithstanding any slight discrepance 
 in the quantity of land between the amount stated in the application as passed 
 and the amount actually contained in the mortgage — provided the value and 
 sufficiency of the security be unimpaired; but such discrepance shall be reported 
 by the president to the finance committee at their next ensuing meeting. The 
 mortgage shall, in all cases, express the extent and boundaries, and if on farming 
 lands, the number of acres. 
 
 23. Loans. — Before any money is paid out for authorized loans, the following 
 securities and documents must be lodged with the comptroller, duly certified in 
 writing by the general solicitor to be valid and correct and the following re- 
 quirements complied with: 
 
 First, Deposits. The bond is to be delivered to him; and likewise the mortgage 
 on the property, prepared to be duly recorded, or a certificate of the proper 
 county clerk that the same has been recorded or left for record. It shall be the 
 duty of the general solicitor to see that it is duly recorded. 
 
 Second. The abstract of title, approved as the executive officers of the finance 
 committee may in special cases direct, containing examinations continued to the 
 time of making the loan or the recording of the mortgage. There shall be 
 attached to the abstract such original searches as may be deemed necessary; 
 except in cases where original searches have been made, and are deposited with 
 the company, or are filed in some court, in which last case copies may be an- 
 nexed, reference being made to the office or court in which such originals are 
 filed; provided, however, that searches made only to the date of the loan shall 
 be subsequently continued to the recording of the mortgage. 
 
 Third. The affidavit of the owner that no other incumbrance on the property 
 exists at the time of the delivery of the mortgage, except such prior incum- 
 brances as are to be paid off out of the loan this company may make, and which 
 shall be specifically stated. This provision may be waived by the general solici- 
 tor with the concurrence of the president. 
 
 Fourth. Satisfactory policies of fire insurance, when required, shall be fur- 
 nished by the mortgagor. 
 
 Fifth. Prior Incumbrances. — Where there are prior incumbrances to be paid 
 out of any loan this company may make on property, said incumbrances shall be 
 first removed by the party to whom the loan is to be made, or this company 
 may, on the written request of said party, pay the amount of said incumbrance 
 directly to the party holding it, or his attorney in fact. 
 
 Sixth. Assignment of Mortgage. — Payments made on mortgages shall be 
 confined strictly to the amounts approved on the books of the finance com- 
 mittee. 
 
 Seventh. When loans are made on assignment of bond and mortgage, the 
 foregoing provisions shall apply as far as may be practicable. 
 
 Eighth. Foreclosure When Interest is Thirty Days in Arrears. — No interest 
 shall be allowed to remain due and unpaid longer than thirty days, on any bond 
 and mortgage held by this company, without a foreclosure or suit being ordered 
 by the president, unless the finance committee or the board of trustees, by vote 
 entered upon the minutes, shall authorize a longer delay. 
 
MUTUAL LIFE, NEW YORK. 
 
 183 
 
 How Bonds Shall be Satisfied. No payments of the principal of bonds shall 
 be deemed valid except upon the joint receipt of the president and one of the 
 secretaries, and this shall be incorporated in the bond as part of the contract. 
 
 24. Loans to Corporations. — No loans upon bond and mortgage shall be 
 made to corporations without ample personal security for both principal and 
 interest, in addition to the real estate required by the charter. 
 
 25. Commissions or Fees. — No commissions or compensation, direct or in- 
 direct, for procuring or facilitating loans from the company, or sales to or pur- 
 chases from the company, shall be received by any trustee or by any of its 
 officers or other persons, in its employment; no trustee or officer shall act as a 
 member of a committee or vote at a meeting of the board upon the approval of 
 any purchase from the company or any sale to the company, in which he has an 
 interest, direct or indirect, of any kind whatsoever. 
 
 Neither the general solicitor nor any person in his office, nor any person who- 
 soever receiving a salary, shall receive pay from or have any claim against the 
 company, excepting his salary, provided, however, that this may be waived in any 
 instance or instances by a precedent vote of the board of trustees specifically 
 authorizing a different and other provision in any contract of employment, the 
 full terms of which shall be before the board ; and further provided, that no 
 amendment or modification of such contract shall be valid unless by a like 
 precedent authority of the board of trustees ; and further provided, that such 
 contract shall be inserted in full in the minutes of the meeting of the board of 
 trustees authorizing the same, and in every case the salary attached to the 
 office or employment shall be full compensation for all services rendered to the 
 company or performed on its behalf during the term for which such salary 
 is paid. 
 
 * * * * No person connected with the company at its head office, except its 
 officers and the assistants to the cashier, shall receive any moneys due or payable 
 to the company ; and the officers only shall receipt for the same. 
 
 30. Law Department. — There shall be a department to be called the law de- 
 partment of The Mutual Life Insurance Company of New York, with such sub- 
 divisions, officers, assistants, and duties, as may be from time to time appointed 
 and assigned thereto by the board or the president. 
 
 3 1 - General Solicitor. — There shall be a general solicitor of the company, 
 who shall hold his office during the pleasure of the board. He shall be the chief 
 officer of the law department, and shall under the direction of the president and 
 of the appropriate committees, have professional charge of and conduct or super- 
 vise all the legal business of the company, including all legislative business, and 
 including examination of titles upon loans ; but the president or committees shall 
 have power to ask and obtain other legal advice or assistance whenever in their 
 judgment such advice or assistance may be necessary or proper, or whenever so 
 requested by the chief of such department, but no retainer shall be made or 
 expenses incurred for legal advice or assistance without the approval in writing 
 of one of the executive officers on the direction of such committees. 
 
 34. Supply Department. — There shall be a department of supplies and print- 
 ing, the chief officer of which shall be designated superintendent of the supply 
 department. All purchases of stationery and of the miscellaneous supplies which 
 are furnished by the company, for the use of the agents and for the use of the 
 company at its head office — and when directed by the president, for the main- 
 tenance and current expenses of the company’s buildings — and contracts for 
 
184 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 printing — shall be made by such officer upon a competitive basis, under the 
 authority of the president or of the committee on expenditures and shall be re- 
 ported weekly to such committee. He shall supervise and keep due record of 
 all such contracts — and shall be responsible to the president for the proper exe- 
 cution of the same by the contractors. 
 
 35. Standing Committees. — There shall be the following standing committees 
 of the board, whose members shall be elected by ballot annually: 
 
 1. A finance committee. 
 
 2. A committee on agencies. 
 
 3. A committee on insurance. 
 
 4. A committee on mortuary claims. 
 
 5. A committee on expenditures. 
 
 6. An auditing committee. 
 
 In case of a vacancy or vacancies occurring in the membership of any of the 
 standing committees, the same may be filled for the unexpired term or terms 
 by the remaining members of such committees respectively. 
 
 36. Finance Committee. — The finance committee shall consist of six trustees, 
 who shall meet at least once every week. All investments of the company shall 
 be made under its direction, and it shall have the supervision of the securities 
 held by the company and select the depositories of its funds. It shall have 
 authority to dispose of the securities of the company, and to direct the transfer 
 thereof. It shall also determine all questions of salary and compensation for 
 services when not fixed by the board, the president or another appropriate com- 
 mittee, and may provide for the continuance in the service of the company at 
 reduced compensation of officers and employees attaining the age of sixty-five 
 years. 
 
 37. Bonds of Officers. — The president, all the vice-presidents, secretaries, 
 treasurer and cashier and their assistants shall each give a bond for the faithful 
 performance of his duties, with sufficient surety, in such amount as shall be de- 
 termined by the finance committee. Every such bond must be approved, as to 
 its form and sufficiency, by the said committee, the execution thereof be duly 
 acknowledged, and the bond delivered to any member of the committee to be 
 designated by them, in whose custody it shall remain subject to the order of 
 the trustees. 
 
 38. Bonds of Officers. — The finance committee may also require an official 
 bond from any other officer, clerk, or agent of the company, in such penalty and 
 with such surety as they may deem proper. Every official bond shall by its terms 
 provide that it is to continue in force until another is duly given and accepted, 
 and that it shall cover all acts of the party named, in whatever department or 
 duty he may be engaged temporarily or otherwise while in the company’s ser- 
 vice. The committee may also, for cause satisfactory to them, at any time require 
 a new or additional bond from any officer of the company. 
 
 39. Searches. — Searches for taxes and assessments may be ordered by the 
 finance committee, or at their discretion, may be required from the owners of 
 property mortgaged to the company. 
 
 40. Sales Under Foreclosure.— It shall be the duty of the comptroller to give 
 proper notice to the finance committee of sales to be made under foreclosure of 
 mortgages. The president, or, if he is unable to attend, some other person ap- 
 pointed by him, shall be present to protect the interests of the company at all 
 such sales. 
 
MUTUAL LIFE, NEW YORK. 
 
 l85 
 
 41. Committee on Agencies. — The committee on agencies shall consist of 
 
 five trustees. * * * * 
 
 42. Committee on Insurance. — The committee on insurance shall consist of 
 six trustees. * * * * 
 
 43. Committee on Mortuary Claims. — The committee on mortuary claims 
 
 shall consist of five members. * * * * 
 
 44. Committee on Expenditures. — The committee on expenditures shall con- 
 sist of three members, who shall meet weekly. All accounts against the com- 
 pany, except those duly authorized by the appropriate committee, must be 
 passed upon by this committee, who shall not approve the payment of any moneys 
 except upon vouchers disclosing fully the nature of the claim, the manner of the 
 payment, the person paid, the services rendered or property furnished ; and all 
 payments which may be made only on authority of any of the executive officers 
 in the intervals between the meetings of this committee shall be reported to the 
 committee at its next meeting. 
 
 45. Auditing Committee.— The auditing committee shall consist of three 
 
 trustees. * * * * 
 
 46. Standing Committees. — All meetings of the standing committees shall 
 be held at the office of the company, and on notice issued by a secretary to each 
 member thereof. 
 
 Minutes of the proceedings and resolutions of each committee shall be kept 
 in books provided for that purpose, and shall be read at the next regular meet- 
 ing of the trustees. 
 
 Reports of Committees. — Every report of a standing or special committee, 
 not entered on the minutes, shall be in writing, and signed by the members of 
 the committee assenting thereto. 
 
 47. Examination of Assets.— At the close of each fiscal year, the accounts 
 and assets of the company shall be examined by a special committee of four or 
 more trustees (not members of the finance committee), whose report shall be 
 placed on the minutes. 
 
 48. The seal of the corporation shall be under the charge of the president, 
 who shall have the power to affix the same to certificates acknowledging satis- 
 faction of mortgages ; to pleadings in actions at law and legal proceedings ; and 
 to the appointment of agents or attorneys for other States ; and, when authorized 
 by the finance committee, to assignments of mortgages when the whole amount 
 due thereon is paid, but without guarantee ; to releases of portions of mortgaged 
 premises, and to deeds conveying real estates ; to powers of attorney for the 
 transfer of stocks, or for the collection of dividends, with the concurrence of the 
 finance committee, as provided by these by-laws. 
 
 49. In all cases where the seal of the corporation is used, it shall be attested 
 by a secretary. 
 
 50. Stocks, Their Transfer, Etc. — All investments ' in stocks or registered 
 bonds shall be made in the name of “The Mutual Life Insurance Company of 
 New York.” The president shall have power to collect interest and dividends 
 thereon. Transfers of such bonds and stocks may be made by the president 
 and any three members of the finance committee in the name of the company 
 whenever a resolution authorizing the same shall have been passed by the 
 finance committee. 
 
 51. Officers Defined. — Where the word “officers” is used in these by-laws, 
 it shall be deemed to apply to and include only the persons holding the following 
 
i86 
 
 CHARTERS OF LIFE INSURANCE COMPANIES 
 
 general manager, treasurer, comptroller, secretary and cashier; and where the 
 words “executive officers” are used in these by-laws, they shall be deemed to 
 apply only to the persons holding the following offices: president, vice-president, 
 second vice-president, third vice-president, general manager and treasurer. 
 
 52. By-Laws, How Amended. — These by-laws may be altered at any meeting 
 of the board, by a vote of two-thirds of the trustees present; provided notice of 
 the proposed alterations shall be given at the meeting immediately preceding 
 their adoption. 
 
MUTUAL RESERVE LIFE. 
 
 IS? 
 
 MUTUAL RESERVE LIFE INSURANCE COMPANY. 
 
 This is to certify that the Mutual Reserve Fund Life Association, a 
 corporation originally organized under and by virtue of chapter 267 of 
 the laws of 1875, and reincorporated and transacting business under 
 chapter 175 of the laws of 1883, of the State of New York, and the 
 laws amendatory thereof and supplementary thereto, has duly ac- 
 cepted the provisions of the act of the Legislature of the State of New 
 York, being chapter 690 of the laws of 1892, known as “The Insurance 
 Law,” and the amendments thereto, and in conformity with the same 
 has duly adopted the following amended charter : 
 
 Article i. The name of the corporation shall be “Mutual Reserve 
 Life Insurance Company.” 
 
 Article 2. The company shall be located and its principal place 
 of business shall be in the city of New York in the State of New York. 
 
 Article 3. The business of the company shall be insurance upon 
 the lives or the health of persons, and all and every insurance apper- 
 taining thereto, the making of endowments, and the granting, pur- 
 chasing and disposing of annuities, such kind of insurance being 
 authorized under subdivision one of Sec. 70 of “The Insurance Law.” 
 Article 4. Sec. i. All the corporaate powers of the company 
 shall be exercised by the board of directors, and such officers and 
 agents as the board may elect or appoint. 
 
 Sec. 2. The board of directors shall consist of twelve persons, the 
 majority of whom shall be citizens and residents of the State of New 
 York, elected as hereinafter specified and as in the by-laws provided. 
 
 Sec. 3. The directors shall continue to be divided into four classes 
 of three each, and as the term of each class shall expire its successors 
 shall be elected at the annual meeting of the members for the term of 
 four years, three directors to be elected each year. In case of a failure 
 to elect directors at any annual meeting of the members, the directors 
 whose regular term of office does not then expire shall have power, 
 acting as a board, to elect directors to fill the vacancies caused by such 
 failure to elect ; and in case of any vacancy occurring in the board, at 
 any time, the board of directors shall have power to fill such vacancy 
 for the unexpired term, a majority of the votes of a quorum of the 
 then existing board constituting a choice. Any retiring director shall 
 be eligible for re-election. 
 
1 88 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 4. The present by-laws of the corporation which form part 
 of its contracts with its members, shall continue to be the by-laws of 
 the company, unless or until the same shall be revised or amended in 
 the manner therein provided. 
 
 Article 5. Sec. i. The annual meeting of the members of the 
 company shall be held on the fourth Wednesday in January of each 
 year, at which meeting the election of directors shall be held. Not less 
 than five days’ notice of each annual meeting shall be given by the 
 publication of the notice of such annual meeting for three consecu- 
 tive days at least five days prior thereto in two daily newspapers, pub- 
 lished in the city of New York. All such elections shall be by ballot, 
 and a plurality of votes cast shall elect. The board of directors shall 
 appoint three inspectors for each annual election. 
 
 Sec. 2. At every annual election of directors each member of the 
 company in good standing shall be entitled to one vote, in person or by 
 proxy, provided that no vote by proxy or power of attorney shall be 
 accepted unless registered with the secretary of the company at least 
 ten days before the election at which it is offered, and such proxy must 
 at the time be a member of the company. 
 
 Sec. 3. The regular annual meeting of the board of directors shall 
 be held after the annual meeting of members at which the board of 
 directors shall elect a president, a vice-president, and such other officers 
 as may be prescribed by the by-laws, who shall hold their respective 
 offices for the terms therein mentioned. 
 
 Sec. 4. The present members of the board of directors and pres- 
 ent officers of the corporation shall continue to be such directors and 
 officers until the expiration of the respective terms for which they 
 have been elected. 
 
 Article 6. Sec. i. The company shall have no capital stock, but 
 shall be a mutual company. 
 
 Sec. 2. The board of directors shall, within two months subse- 
 quent to the first day of January in each year, cause an estimate to be 
 made of the profits and true state of the affairs of the company, as near 
 as may be, for the preceding year, which estimate and the individual 
 allotment thereof, shall be conclusive upon all persons entitled to share 
 in any distribution of surplus which shall be paid or credited under and 
 according to the terms of the several respective policy contracts. 
 
 Sec. 3. The board of directors shall have authority to reserve and 
 set aside such an amount of the profits in excess of the reserve required 
 by law to be held and maintained, as shall in their judgment be for the 
 best interests of the company. 
 
 Article 7. No person shall incur any personal liability for the 
 
MUTUAL RESERVE LIFE. 
 
 189 
 
 losses, obligations or other liabilities of this company by reason of 
 being a member thereof, or a policy or certificate holder therein. 
 
 Article 8. The company shall be entitled to have and enjoy all 
 the rights, privileges and provisions of existing laws which might be 
 included in this charter and enjoyed by it, if it were originally incorpo- 
 rated under “The Insurance Law” of this State. 
 
 Article 9. The charter of the company shall be perpetual. 
 
 In witness whereof, the corporation has caused its corporate seal to 
 be affixed hereto, and the same to be attested by its president and sec- 
 retary this twenty-fifth day of February, 1902. 
 
 F. A. BURNHAM, 
 
 President . 
 
 CHARLES W. CAMP, 
 Secretary. 
 
 This is to certify, that at a regular adjourned meeting of the board of 
 directors of the Mutual Reserve Fund Life Association duly called 
 and held on the fifth day of February, 1902, at its home office in the 
 Mutual Reserve building at 305, 307, 309 Broadway, in the city of New 
 York, more than a majority of said directors being present, the follow- 
 ing resolution was duly offered, seconded and unanimously adopted : 
 Resolved, That the Mutual Reserve Fund Life Association do, and 
 it hereby does, accept the provisions of chapter 690 of the laws of 1892, 
 and the various amendments thereof, and adopts the foregoing amended 
 charter pursuant thereto, and that from and after the same has been 
 duly approved by the Superintendent of Insurance of the State of New 
 York and duly filed as required by law, the business of this corporation 
 shall be transacted under and according to the provisions of said 
 amended charter. 
 
 Resolved, That the president and secretary be, and they hereby are, 
 authorized and directed to execute for, and in the name of this corpo- 
 ration each and every certificate, affidavit or other paper necessary to 
 carry into effect the foregoing resolution. 
 
 F. A. BURNHAM, 
 
 President. 
 
 CHARLES W. CAMP, 
 Secretary. 
 
 Resolutions passed at a meeting of the board of directors, held Feb- 
 ruary 5, 1902. 
 
 Resolved, That the Mutual Reserve Fund Life Association do and 
 
I gO CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 it hereby does accept the provisions of chapter 690 of the laws of 1892, 
 and the various amendments thereof, and adopts the foregoing 
 amended charter pursuant thereto, and that from and after the same 
 has been duly approved by the Superintendent of Insurance of the 
 State of New York and duly filed as required by law, the business of 
 this corporation shall be transacted under and according to the pro- 
 visions of said amended charter. 
 
 Resolved, That the president and secretary be, and they hereby are, 
 authorized and directed to execute for and in the name of this cor- 
 poration each and every certificate, affidavit, or other paper necessary 
 to carry into effect the foregoing resolution. 
 
 C 
 
 v 
 
 N 
 
NATIONAL LIFE, VERMONT. 
 
 191 
 
 NATIONAL LIFE INSURANCE COMPANY. 
 
 It is hereby enacted by the General Assembly of the State of Vermont, 
 as follows : 
 
 Sec. 1. [Incorporators .] — The Hon. Henry Clay, of Kentucky; 
 Hon. Amos Abbott, of Massachusetts; Hon. Robert P. Dunlap, of 
 Maine; Hon. William McClay, of New York; Hon. William M. Tread- 
 way, of Virginia; Hon. Alexander Ramsey, of Pennsylvania; Hon. 
 Henry Y. Cranston, of Rhode Island ; William C. Kittredge, Robert 
 Pierpoint, Julius Converse and Albert G. Whittemore, of Vermont, 
 and Benjamin Balch, Esq., of Massachusetts, together with their 
 present and future associates, successors or assigns, are hereby made a 
 corporation, by the name of the “National Life Insurance Company,” 
 of the United States, for the purpose of making insurance on single 
 lives, joint lives and survivorship, and for making reversionary pay- 
 ments and all other contracts whatsoever, pertaining to the business of 
 life and health insurance, upon the principle of mutual participation in 
 the funds or profits, and mutual contribution, or otherwise, with all the 
 usual powers, privileges, obligations and liabilities incident to similar 
 corporations within the United States. 
 
 Sec. 2. [Location.] — The said corporation shall be located in such 
 place in the State as a majority of the incorporate persons named in 
 the preceding section may designate and the same shall be unlimited in 
 its duration. 
 
 Sec. 3. [Directors.] — Whenever one hundred or more persons 
 have subscribed to become members of the said company, by being in- 
 sured, for one or more years or for the whole term of life, the first 
 meeting may be called by either of the corporators herein named, for 
 organizing the corporation ; but only one-half of the whole number of 
 directors or trustees shall then be chosen, but absent members may 
 vote by proxy, when duly authorized in writing. 
 
 Sec. 4. [By Laws.] — Immediately after such organization, the 
 trustees or directors so chosen may adopt such by-laws, rules and regu- 
 lations for the safe and prudent management of the affairs of the said 
 corporation, as they shall deem expedient ; and they shall open books 
 for the subscription and payment of . such safety fund or reserved 
 guarantee capital stock, as the by-laws may provide. 
 
 Sec. 5. [Full Board to be Chosen.] — When a safety fund stock or 
 
192 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 reserved guarantee capital shall have been subscribed and paid in, or 
 secured, in conformity to their by-laws, and the same shall have “been 
 approved by the directors, the remaining half of the directors, trustees 
 and officers shall be chosen by the stockholders, allowing one vote for 
 each share of stock, and absent stockholders as well as insured mem- 
 bers may vote by proxy. 
 
 Sec. 6. [Investment of Funds.]— All the funds, capital or stock of 
 the said corporation, not required for immediate use in the payment of 
 losses and contingent expenses, shall be safely and permanently in- 
 vested, either in the stock of the United States, or in the public State 
 stocks of any State of the union, or in bonds and mortgages of im- 
 proved and unincumbered real estate within the State of Vermont, of 
 the value of fifty per cent more than the sum invested or loaned or for 
 which stock shall be issued in exchange. 
 
 Sec. 7. [Guarantee Capital.] — Before the said company shall com- 
 mence business in pursuance hereof, the president, or secretary or 
 actuary, shall declare under oath and before some justice duly quali- 
 fied, that the full number of insured members required by the pro- 
 visions of the third section of this act, have been secured, together with 
 an amount of safety fund or reserved guarantee capital stock required 
 by the by-laws, of at least one hundred thousand dollars ; but such 
 amount of capital may, at the pleasure of the directors or trustees, be 
 taken either in money, stocks or real estate, and the capital so secured 
 may be increased at the pleasure of the board to any further sum, not 
 exceeding one million of dollars. 
 
 Sec. 8. [Annual Statements.] — In pursuance hereof, said corpo- 
 ration shall make a return to the Legislature of this State as often as 
 once in each year, and transmit a full, true and exact statement, under 
 oath of the president, actuary or secretary, of all their affairs, invest- 
 ments, loans and business, setting forth the amount of each year’s 
 losses, expenses, receipts and investments, and any further facts or in- 
 formation which the legislature shall require. 
 
 Sec. 9. [Officers.] — The business and affairs of said company shall 
 be managed and conducted by a board of fifty trustees or directors, 
 twelve of whom shall constitute a quorum for the transaction of any 
 business ; and the said board shall be elected on the first Monday of 
 January in each year ; who immediately thereupon shall choose one of 
 their number for president, five for vice-presidents, and they shall ap- 
 point such other officers and agents as the by-laws shall provide. 
 
 Sec. 10. [Legislature May Amend Act.] — The president and secre- 
 tary of said corporation shall reside in this State, and tips act shall be 
 
NATIONAL LIFE, VERMONT. 
 
 193 
 
 under the control of the legislature, to alter, amend or appeal, as the 
 interests of said corporation and the public good may require. 
 
 Sec. 11. Thio act shall take effect immediately. 
 
 Approved November 13, 1848. 
 
 Amendment of 1849. 
 
 It is hereby enacted by the General Assembly of the State of Vermont, 
 as follows : 
 
 Sec. 1. [Board of Trustees May Close Subscriptions’.] — The act 
 entitled “An act to incorporate the National Life Insurance Company 
 of the United States,” approved November 13, 1848, is hereby so 
 amended as to allow the said company the privilege of filling up the 
 subscriptions and securing the payments of the required capital when- 
 ever the board of trustees shall deem it expedient or necessary.. 
 
 Sec. 2. [Reduction of Guarantee Capital .] — Said company may 
 commence business under their said charter whenever two hundred 
 persons shall have subscribed, to insure each the sum of one thousand 
 dollars or more upon their lives for one or more years, or for life; or 
 an aggregate of two hundred thousand dollars ; or whenever the sum 
 of twenty-five thousand dollars of reserved guarantee capital shall have 
 been subscribed and paid in, or secured, as provided in the act hereby 
 amended. 
 
 Sec. 3. [Personal Securities May be Accepted.] — In addition to 
 the securities allowed said company for investing their capital, by the 
 original act hereby amended, said company may receive such personal 
 securities, and railroad or bank stock, as the trustees shall deem ex- 
 pedient. 
 
 Sec. 4. [Board to Choose Officers.] — The business and affairs of 
 said company shall be managed by a board of twenty-five trustees or 
 directors, ten of whom shall constitute a quorum for the transaction of 
 any business ; and said board shall choose one of their number for 
 president, and three for vice-presidents, and shall appoint such other 
 officers and agents as the by-laws shall provide. 
 
 Sec. 5. [First Board of Directors.] — William C. Kittridge, Ed- 
 mund Weston, Robert P. Dunlap, Julius Converse, Jackson A. Vail, 
 Luther W. Anderson, Homer W. Heaton, John A. Page, Joseph B. 
 Danforth, Jr., George Langdon, William Upham, Joseph H. Barrett, 
 Paul Dillingham, Lucius B. Peck, William C. Bouck, Julius Y. Dewey, 
 William C. Bradlee, Benjamin Balch, Daniel Baldwin, Homer E. Hub- 
 bell, Timothy P. Redfield, William Weston, Samuel S. Phelps, Na- 
 thaniel H. Eaton and Edward A. Stansburv, are hereby constituted said 
 
I 94 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 board of trustees or directors, and shall hold their office for one year, 
 and until others are elected, agreeably to the by-laws ; and the first 
 meeting of said board of trustees shall be held at the house of Mahlon 
 Cottrill, in Montpelier, on the sixth day of November, A. D. 1849, at 
 7 o’clock P. M. 
 
 Sec. 6. [Location of Company.] — Said corporation shall be lo- 
 cated in Montpelier. 
 
 Sec. 7. [Voting by Proxy.] — Absent members may vote by proxy, 
 when duly authorized in writing. 
 
 Sec. 8. [Act Shall Take Effect.] — This act shall take effect from 
 its passage. 
 
 Approved October 26, 1849. 
 
 Amendment of 1850. 
 
 It is hereby enacted by the General Assembly of the State of Vermont, 
 as follows : 
 
 Sec. 1. [Courts to Try Cases Against Companies.] — The judges 
 of the supreme and county courts, and justices of the peace within 
 their respective jurisdictions, are hereby authorized and required to 
 hear, try and determine all actions and causes that come before them, 
 in which the National Life Insurance Company of the United States is 
 a party, notwithstanding they may be members of said company by 
 having insurance therein, unless the adverse party in such actions or 
 suits shall object thereto. 
 
 Sec. 2. [Competency of Witness.] — No person shall be judged in- 
 competent to testify as a witness in any action or cause in which said 
 insurance company is a party by reason of his being a member or stock- 
 holder of said company. 
 
 Sec. 3. [Stockholders May be Jurors.] — Jurors in all the courts 
 of this State shall be required to sit in the trial of all actions or suits 
 in which the said insurance company is a party, notwithstanding they 
 may be members thereof, unless especially objected to for this cause 
 by one of the parties to such action or suit. 
 
 Sec. 4. [Officers to Serve Processes.] — Any sheriff or other officer, 
 within his jurisdiction, is hereby authorized to serve or execute any 
 writ or other process to him directed, in which said insurance company 
 is a party, notwithstanding such officer shall be a member of said com- 
 pany, any law or usage to the contrary notwithstanding. 
 
 Sec. 5. [Proceeds of Wife's Policy.] — It shall be lawful for said 
 company to issue policies of insurance to any married man upon his 
 own life, expressed to be for the sole use and benefit of his wife : and 
 
NATIONAL LIFE, VERMONT. 
 
 195 
 
 in case of her surviving him, the sum or net amount of such insurance, 
 becoming due and payable by the terms thereof, shall be payable to her, 
 for her own use, free from the claims of his representatives or of any 
 of his creditors ; but such exemption shall not apply when the amount 
 of premium annually paid shall exceed two hundred dollars. 
 
 Sec. 6. [Policy of Deceased Wife.] — In case of the death of the 
 wife before the decease of her husband, when the insurance is ex- 
 pressed for the benefit of the wife, the amount becoming due after his 
 death shall be payable to her children, for their use, and to their guar- 
 dian, if under age. 
 
 Sec. 7. [Board to Choose Officers.] — The business and affairs of 
 said company shall hereafter be managed by a board of thirteen di- 
 rectors, seven of whom shall constitute a quorum for the transaction 
 of business, and the said board shall be elected on the first Monday of 
 January, annually, by the members and stockholders, from among their 
 own number ; and the said directors shall elect one of their number for 
 president, and one for vice-president, and they shall appoint such other 
 officers and agents as the by-laws shall provide. 
 
 Sec. 8. [Loans to Directors and Officers Prohibited.] — In no case 
 shall it be lawful for said company to loan any sum of money to any 
 director or officer of said company upon any security whatever. 
 
 Approved October 30, 1850. 
 
 Amendment of 1852. 
 
 It is hereby enacted by the General Assembly of the State of Vermont, 
 as follows : 
 
 Sec. 1. [Character of Investment.] — The directors of the National 
 Life Insurance Company of the United States, in addition to the se- 
 curities in which they are now allowed to invest the assets of said com- 
 pany, shall be allowed to invest said assets in city stocks, or bonds, and 
 mortgages on unincumbered real estate beyond the limits of this State, 
 worth fifty per cent more than the sums loaned ; and said assets except 
 real estate, shall not be liable to taxation so long as the known and con- 
 tingent liabilities of said company shall exceed its assets. 
 
 Sec. 2. [May Establish Branch Offices.] — The directors of said 
 company shall have power to establish branches of said company in 
 any plare or places out of the limits of this State, if in their opinion 
 the interests of the company will be promoted thereby. 
 
 Sec. 3. [Act to Take Effect.] — This act shall take effect from its 
 passage. 
 
 Approved November 12, 1852. 
 
196 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Amendment of 1858. 
 
 It is hereby enacted by the General Assembly of the State of Vermont, 
 as follows : 
 
 Sec. 1. [Change of Name of Company.] — The National Life In- 
 surance Company of the United States shall hereafter be called and 
 be known by the title and name of National Life Insurance Company; 
 and with this name said company shall have all its present liabilities, 
 and have and retain all the rights and privileges it possessed prior to 
 this alteration of its name. 
 
 Sec. 2. [Act to Take Effect.] — This act shall take effect from its 
 passage. 
 
 Approved October 27, 1858. 
 
 Amendment of 1886. 
 
 It is hereby enacted by the General Assembly of the State of Vermont : 
 Sec. 1. [Directors Divided Into Classes.] — Sec. 7, of an act en- 
 titled “An act in addition to ‘An act to incorporate the National Life 
 Insurance Company of the United States,’ ” approved October 30, 
 1850, is hereby amended to read as follows : 
 
 “The business and affairs of said company shall hereafter be man- 
 aged by a board of thirteen directors, seven of whom shall consti- 
 tute a quorum for the transaction of business. Said directors shall be 
 elected in four classes, the first class to consist of four directors, and 
 the second, third, and fourth classes of three directors each; and all 
 directors shall be elected by and from the members of the company. 
 On the first Monday of January, 1887, the first class shall be elected for 
 a term of four years ; second class for a term of three years ; the third 
 class for a term of two years, and the fourth class for a term of one 
 year. On each succeeding first Monday of January, directors shall be 
 elected to fill the class whose term is then to expire for a term of four 
 years; but on any first Monday of January any vacancy in any other 
 class may be filled by an election, and the term of office of a director 
 elected to fill a vacancy shall expire with the term of the class into 
 which he shall have been elected. The board of directors shall elect 
 one of their members for president, and one for vice-president, and they 
 shall appoint such other officers and agents as the by-laws shall pro- 
 vide for.” 
 
 Sec. 2. [Act to Take Effect.] — This act shall take effect on the first 
 Monday of January, 1887. 
 
 Approved November 12, 1886. 
 
NATIONAL LIFE, VERMONT. 
 
 197 
 
 Amendment of 1892. 
 
 It is hereby enacted by the General Assembly of the State of Vermont: 
 Sec. 1 [Date of Annual Election .] — The several classes of directors 
 of this company elected and now holding office under the provisions of 
 Sec. 7 of “An act in addition to ‘An act to incorporate the National 
 Life Insurance Company of the United States/ ” approved October 30, 
 1850, as amended by number one hundred fifty-four of the acts of 1886, 
 entitled, “An act to amend an act entitled ‘An act in addition to an act 
 to incorporate the National Life Insurance Company of the United 
 States/ ” approved November 12, 1886, shall continue in office until 
 the first Tuesday of January in the year in which the term for which 
 they were elected shall expire, and hereafter the election of directors 
 shall be held on the first Tuesday of January in each year instead of on 
 the first Monday in January as heretofore. 
 
 Approved November 10, 1892. 
 
 Amendment of 1894. 
 
 It is hereby enacted by the General Assembly of the State of Vermont: 
 Sec. 1. [Change of Date of Election of Directors .] — The several 
 classes of directors of this company elected and now holding office 
 under the provisions of Sec. 7 of “An act in addition to ‘An act to in- 
 corporate the National Life Insurance Company of the United 
 States/ ” approved October 30, 1850, as amended by 154 of the acts 
 of 1886, entitled, “An act to amend an act entitled ‘An act in addition 
 to an act to incorporate the National Life Insurance Company of the 
 United States/ ” approved November 12, 1886, shall continue in office 
 until the third Tuesday of January in the year in which the term for 
 which they were elected shall expire, and hereafter the election of direc- 
 tors shall be held on the third Tuesday of January in each year instead 
 of on the first Tuesday of January as heretofore. 
 
 Approved October 24, 1894. 
 
 Amendment of 1900. 
 
 An act providing for filling certain vacancies in the board of direc- 
 tors of the National Life Insurance Company and in addition to an act 
 entitled, “An act to amend the charter of the National Life Insurance 
 Company,” approved October 24, 1894. 
 
 It is hereby enacted by the General Assembly of the State of Ver- 
 mont : 
 
 Sec. 1. Any vacancy in the board of directors of the National Life 
 Insurance Company, occurring after the third Tuesday of January in 
 
198 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 any year and before the succeeding third Tuesday of January, may be 
 filled before such succeeding third Tuesday of January by the board 
 of directors, a quorum being present, by the election from the mem- 
 bers of the company of a director, who shall thereupon be a director 
 filling such vacancy until, but exclusive of said succeeding third Tues- 
 day of January. 
 
 Sec. 2. This act shall take efifect from its passage. 
 
 Approved November 23, 1900. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 (As amended January 16, 1900.) 
 
 Article i. Annual and Special Meetings. — 1. The annual meeting of the 
 corporation for the choice of directors and for the transaction of other business 
 shall be held at the company’s office in Montpelier, on the third Tuesday of 
 January in each year, at 10 o’clock a. m. Notice of the meeting shall be given 
 by the secretary by publication in one newspaper printed in Montpelier at least 
 twenty days before the meeting. 
 
 2. Each recorded policyholder shall be regarded as a member of the company 
 while his policy remains in force and shall be entitled to at least one vote, and 
 to one vote additional for each one thousand dollars insurance in excess of one 
 thousand dollars. 
 
 3. Appointments of proxies must be filed with the secretary of the company 
 at least two months before an annual meeting. 
 
 4. Special meetings of the corporation shall be called by the secretary, or. 
 in his absence, by either of the vice-presidents, when requested by the president, 
 or by a majority of the board of directors in writing, and no business shall be 
 acted upon at such meetings except that referred to in the call for the same. 
 Notice of such meeting shall be given by the officer calling the same, in same 
 manner as is provided in article 1, section 1, herein. 
 
 Article 2. Officers. — 1. Immediately following the annual meeting of the 
 corporation the board of directors shall meet and elect, by ballot, a president, 
 vice-president and second vice-president, a secretary, an actuary, a treasurer and 
 a medical director. They shall also appoint an assistant treasurer, a superin- 
 tendent of agencies, one or more persons to serve as counsel, an inspector of 
 real estate and real estate loans, and may make such other appointments as from 
 time to time may be deemed necessary by the board of directors for the proper 
 conduct of the business of the company, who shall serve for one year or during 
 the pleasure of the board; and shall appoint the standing committees on finance 
 and selection as provided in article 4 herein. 
 
 2. All elective officers and members of standing committees shall hold their 
 respective positions for one year and until their successors are elected. Elec- 
 tions to fill vacancies in these offices may be held at any meeting of the board, 
 six days’ notice of the meeting and its purpose being given in writing to each 
 director by the secretary of the company. 
 
 Article 3. Board of Directors. — 1. The board of directors may adopt, gen- 
 erally, such means for the management of the business of the company as they 
 deem expedient. 
 
NATIONAL LIFE, VERMONT. 
 
 199 
 
 2. By a vote of a majority of the whole board, they shall have power to re- 
 move, for cause, any elective officer. 
 
 3. Regular meetings of the board shall be held on the day of the annual 
 meeting of the corporation, in January, and on the second Tuesday of April, 
 July and October, at the office of the company in Montpelier, and its members 
 shall receive such compensation as the board shall from time to time designate. 
 
 4. Seven members of the board shall constitute a quorum for the transaction 
 of business. 
 
 5. Special meetings of the board may be called on the order of the president, 
 or on the written request of three of its membrs; personal notice of such meet- 
 ing (if practicable), otherwise six days’ notice by mail shall be given by the 
 secretary to each director. 
 
 Article 4. Standing committees shall be as follows : 
 
 1. A committee on finance. 
 
 2. An executive committee. 
 
 3. A committee on selection. 
 
 1. Special committee may be appointed at any time by the president or by 
 the board of directors. 
 
 2. The committee on finance shall consist of the president, vice-president, 
 treasurer and two other directors. It shall be their duty to make such invest- 
 ments of the funds of the company as may from time to time be deemed proper; 
 to have general supervision over and to make all changes of the investments, 
 securities, bonds, moneys, stocks, promissory notes and bills owned by the 
 company. They shall designate the depositaries of the moneys belonging to 
 the corporation, and shall examine all accounts, funds and securities as often as 
 they deem necessary or when required by the board of directors, and may re- 
 quire of officers, agents or clerks any desired reports, statements and informa- 
 tion; they shall report to the board at each stated meeting and, in particular, at 
 the meeting at which the annual statement is presented, the condition of the 
 funds, securities and investments, with suggestions or recommendations. They 
 shall have power to appoint a clerk, who shall keep and record accurate minutes 
 of each meeting of the committee. 
 
 3. The president or the vice-president, acting with one of the committee on 
 finance, is hereby authorized to execute, in the name of and under the corporate 
 seal of the company, and to acknowledge as its act and deed good and sufficient 
 deeds of conveyance of real estate sold, releases or assignments of mortgages 
 or liens, when authorized by the committee 011 finance or by the board of direc- 
 tors. 
 
 4. The president, or in his absence or inability, the vice-president, shall be 
 authorized, upon the approval of the committee on finance, or of the board of 
 directors, signified by their recorded resolution, to transfer, in behalf of the 
 company, any registered bonds, stocks or other registered securities, including 
 those issued by the United States, and to collect any and all interest and divi- 
 dends that accrue; to execute any contract of indemnity required in the issue 
 to the company of any duplicate check, draft, note or other document; to ex- 
 ecute such other instruments as he may be authorized by the committee on 
 finance or by the board of directors, and, when necessary, to cause the seal of 
 the company to be affixed thereto. 
 
 5. The executive committee shall consist of the president and two vice- 
 presidents, and shall be charged with the duty of assisting the president in the 
 
200 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 administrative management of the company. They shall meet on the call of 
 the president and at least once each week, and shall take cognizance at such 
 time of the company’s business in every department of its work and be respon- 
 sible for a proper and prudent supervision of the same. They shall decide all 
 questions of current business policy and see that all orders of the directors are 
 carried into practical effect. While their management and supervision of the 
 business is general, it shall be specific touching all matters not confided to other 
 officers or committees. 
 
 6. The committee on selection shall consist of the medical director and two 
 elective officers of the company, to whom all applications for insurance shall 
 be submitted for examination. They shall return daily to the secretary all such 
 applications, endorsed with their approval or disapproval. 
 
 7. The president shall pass upon all death and matured policy claims and 
 shall direct the payment or rejection of the same, after examination by the 
 medical director, secretary and actuary, attested by their signatures. The proofs 
 of death required shall be as nearly as possible: (1) claimant’s statement; (2) 
 certificate of the physician who attended the insured in his last illness; (3) cer- 
 tificate of a friend; (4) certificate of the undertaker, or sexton, or of the offi- 
 ciating clergyman. 
 
 8. All charges, accounts or bills for supplies, or for other current expenses 
 incurred in the conduct of the business of the home office, except for fixed 
 charges for fees in the medical department,- taxes and salaries, and telegraph 
 and express charges, shall be first submitted for approval to the vice-president, 
 or in his absence or inability, to the second vice-president before their payment. 
 
 9. No paper, circular, notice, prospectus or the like shall be published in 
 the name of the company for public use and general circulation, nor permitted 
 to be so published in the name of any agent of the company, unless first ap- 
 proved by the president or executive committee. 
 
 Article 6. 1. The officers of the company, in conformity with these by-laws, 
 
 may make contracts for all and every insurance pertaining to life, and receive 
 and execute trusts, make endowments, and grant, purchase and dispose of an- 
 nuities. 
 
 2. No insurance involving a greater risk than twenty-five thousand dollars 
 shall be placed upon any one life. All contracts, pursuant to this article, shall 
 be signed by two of the following officers, president, vice-president, secretary 
 and actuary, and one of the signatures at least shall be made with pen and ink. 
 No policy shall take effect or be binding until the premium is paid to the com- 
 pany or its accredited agent, during the life and good health of the applicant 
 for insurance. 
 
 4. Amendments. — These by-laws may be altered, amended or repealed at any 
 time with the consent of a majority of the whole board of directors at any regu- 
 lar or special meeting of the directors, provided a written notice, containing 
 the proposed alteration or amendment is duly delivered or mailed ten days prior 
 to such meeting to each director. 
 
 5. All former by-laws are hereby repealed. 
 
NATIONAL LIFE OF U. S. OF AMERICA. 
 
 201 
 
 NATIONAL LIFE INSURANCE COMPANY OF THE UNITED 
 STATES OF AMERICA. 
 
 Declaration. 
 
 State of Illinois, 
 
 County of Cook. 
 
 To William R. Vredenburgh, Superintendent of Insurance: 
 
 We, the undersigned, citizens of the State of Illinois, hereby declare 
 our intention to organize and incorporate a company to make insurance 
 upon the lives of persons, and every insurance pertaining thereto or 
 connected therewith, and to grant or dispose of annuities pursuant to 
 the provisions of “An act to organize and regulate the business of 
 Life Insurance,” approved March 26, 1869, and the amendment thereto. 
 We propose and do hereby adopt the following charter: 
 
 Charter. 
 
 1. The name of the company shall be the National Life Insurance 
 Company of the United States of America, to be located at Chicago, 
 Cook County, 111 . 
 
 2. The corporate powers of the company shall be exercised by a 
 board of directors of not less than five nor more than fifty, the number 
 to be elected from time to time to be fixed by by-laws. 
 
 3. At the first election of directors the full board of directors shall 
 be chosen by the stockholders, who shall hold office for one year, and 
 until their successors are elected. 
 
 4. The directors shall be elected annually at each annual meeting 
 of the stockholders for one year, and until their successors are elected ; 
 said election to be by ballot, either in person or by proxy, and each 
 share of stock shall be entitled to as many votes as there are directors 
 to be elected in accordance with Article 11, Sec. 3, of the Constitution 
 of this State. 
 
 5. The stockholders shall meet annually at such time and place as 
 the by-laws may direct and shall hold such other meeting as the by- 
 laws may authorize. 
 
 6. Vacancies in the board of directors shall be filled by a majority 
 vote of the remaining directors, until the next annual meeting when 
 directors shall be elected for the ensuing year. 
 
 7. The capital stock of this company shall be one million dollars 
 
202 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 ($1,000,000), divided into ten thousand (10,000) shares, each share of 
 the par or face value of one hundred dollars ($100). 
 
 8. The objects and purposes of this company are to make insurance 
 upon the lives of persons, and every insurance pertaining thereto, or 
 connected therewith, and to grant or dispose of annuities pursuant to 
 the provision of the act entitled “An act to organize and regulate the 
 business of Life Insurance,” approved March 26, 1869, and the acts 
 amendatory thereto. 
 
 9. The manner of conducting this company shall be upon the stock 
 plan. The company may issue written policies of insurance upon such 
 terms and conditions as the board of directors may from time to time 
 authorize, and the affairs of this company shall be administered by 
 officers of the company to be elected annually by the directors at the 
 first meeting of the directors after the annual meeting of the stock- 
 holders, which officers shall be provided for by appropriate by-laws to 
 be adopted by the corporators as contemplated by section 2b, chapter 
 73, statutes of Illinois, concerning life insurance. 
 
 10. The charter of this company shall be perpetual. 
 
 In witness whereof, the persons whose names are hereunto attached, 
 have executed this declaration on this eighth day of February, 1904. F. 
 Y. Pennington, W. Clarence Oxnam, Chas. W. McHose, Robert C. 
 Butzow, Edwin A. Casey, John P. Stewart, John Everett Holland, 
 Milton L. Thackaberry, Russel Whitman. 
 
 State of Illinois, ) 
 
 Sangamon County. ( ss * 
 
 I, H. J. Hamlin, attorney-general of the State of Illinois, hereby 
 certify that I have this day examined the within proposed charter of 
 the National Life Insurance Company of the United States of America 
 and find the same to be in accordance with the provisions of “An act to 
 organize and regulate the business of Life Insurance,” approved March 
 26, 1869, and the amendments thereto, and not inconsistent with the 
 laws or the Constitution of this State or of the United States. 
 
 In testimony whereof, I hereto subscribe my name as such attorney- 
 general, this ninth day of February, A. D. 1904. 
 
 H. J. HAMLIN, 
 Attorney General. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 (Adopted February 29, 1904.) 
 
 1. There shall be twelve directors of this company, which number may be 
 increased or diminished within the limits prescribed by the charter, by resolu- 
 
NATIONAL LIFE OF U. S. OF AMERICA. 
 
 203 
 
 tion of either stockholders or directors at any regular or special meeting of 
 either stockholders or directors. Seven directors shall constitute a quorum. 
 
 2. The officers of this company shall be president, vice-president, secretary 
 and treasurer, and such additional officers and committees as the directors may 
 provide by resolution adopted at any regular or special meeting. Any two 
 offices may be combined and be held by one person if the directors so determine. 
 
 4. Contracts, policies, deeds and all documents required by law to be executed 
 by or on behalf of this company shall be signed by the president or the vice- 
 president and attested by the secretary or one other officer of the company. 
 
 5. The annual meeting of the stockholders shall be held on the last Monday 
 of January in each year, and immediately after the adjournment of the stock- 
 holders’ annual meeting the annual meeting of the board of directors shall be 
 held. These shall be the only regular meetings of either stockholders or direc- 
 tors. All other meetings of either stockholders or directors shall be special 
 meetings. 
 
 Special meetings of either stockholders or directors may be called by the 
 president or vice-president upon written notice deposited postpaid in the post- 
 office at Chicago to the address of each stockholder or director, or in lieu there- 
 of, by verbal or written notice given to such stockholder or director; or, such 
 meetings may be called by a majority of the directors or stockholders upon 
 like notice. Three days’ notice shall be given of special stockholders meetings, 
 and one day’s notice shall be given of special meetings of directors. 
 
 Special meetings of either stockholders or directors may also be held when 
 all of the stockholders or directors are either present or consent to the holding 
 of such meetings; any act or thing done at a meeting held without notice or 
 knowledge as herein required may be approved by any absent stockholder or 
 director by his written assent thereto subsequently obtained. 
 
 All meetings of either stockholders or directors shall be held at the home 
 office of the company in Chicago, Illinois. 
 
 6. The duties devolving upon the board of directors may be performed by any 
 committee of the board selected by resolution indicating the duty to be per- 
 formed by such committee. When the board of directors is not in session, the 
 finance committee shall have, and it is hereby given authority, to sell and dis- 
 pose of the property of the company, both real and personal, upon such terms and 
 to such persons as in its discretion it may deem to the best interests of the com- 
 pany, having in this regard the same authority as is possessed by the board 
 of directors when in session. Amended July 14, 1904. 
 
 There shall be a finance committee composed of five members selected and 
 the chairman designated from time to time by the board of directors, and by 
 whose direction the funds of this company shall be invested. 
 
 8. These by-laws may be amended, altered or repealed or suspended by a 
 majority vote of either the stockholders or directors at any regular or special 
 meeting of either stockholders or directors. 
 
204 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY. 
 
 Sec. i. [Name.] — Be it enacted by the Senate and House of Rep- 
 resentatives in General Court assembled, and by the authority of the 
 same, that Ebenezer T. Andrews, George Bond, Willard Phillips, 
 Charles P. Curtis and Samuel H. Walley, Jr., and the persons who 
 may be insured under this act, and their associates, successors and 
 assigns be, and they hereby are constituted a corporation by the name 
 of the “New England Mutual Life Insurance Company,” for the pur- 
 pose of making insurance upon lives, with all the powers and priv- 
 ileges and subject to all the duties contained in an act passed in 
 eighteen hundred and thirty- three, chapter 83. 
 
 Sec. 2. [Guaranty Capital Stock .] — There shall be an original 
 guaranty capital stock subscribed to the said corporation, which shall 
 be one hundred thousand dollars ; to be divided into shares by the cor- 
 poration, half of which shall be paid in, in cash, before the said corpo- 
 ration shall go into operation for the purpose of making insurance; 
 the other half of said stock may be called for by the directors from 
 time to time, when they deem it necessary or expedient, and shall be 
 paid in by the holders of the stock, which shall always stand pledged 
 to the corporation for all such assessments so called for. 
 
 Sec. 3. [First Board of Directors .] — At the first meeting of the 
 corporation, a number of directors, not less than eight, shall be chosen 
 by the subscribers to the said guaranty stock, who shall hold their 
 offices for one year, and until others are chosen in their stead; at all 
 subsequent elections of directors the number shall be such as may be 
 provided for by a previous vote of the directors or by-law of the cor- 
 poration, and in case of no provision on this subject, the number shall 
 be same as at the first election, one-half of whom shall be elected by 
 the stockholders, and the other half by the assured voting in separate 
 bodies ; the directors shall all be either stockholders or assured, and 
 on ceasing to be such, shall cease to hold said office. The directors 
 may choose a president from their own number or from the stock- 
 holders or the assured, in which case he shall be a director ex-officio. 
 They shall also choose a secretary, who shall be under oath, and they 
 shall appoint all such officers and servants to transact the business of 
 the corporation as they see fit. Each share of the guaranty capital 
 stock shall entitle the holder to one vote, and each assured shall be 
 
NEW ENGLAND MUTUAL. 
 
 205 
 
 entitled to one vote in the election of directors. In case of vacancies 
 in the board of directors, so as to reduce the number to less than six, 
 meetings of the corporation shall be held, and the vacancies shall be 
 filled, so as to make the board consist of a greater number than six. 
 
 Sec. 4. [Directors to Manage the Business.] — Except the election 
 of directors, and except the vote of the assured provided for in the 
 sixth section, the whole business and affairs of the corporation shall be 
 under the control and management of the directors. 
 
 Sec. 5. [Dividends to Stockholders.] — Whenever the net surplus 
 receipts of the corporation over their losses and expenses, and after 
 providing for risks, shall be sufficient for the purpose, the stockholders 
 shall be entitled to an annual dividend of seven per centum, or to such 
 less dividend as may be agreed upon at the time of subscribing the 
 stock; and in the case of such dividend not being made in any one 
 year, it shall be made good at a subsequent period when the net re- 
 sources of the company shall be sufficient for paying the same. 
 
 Sec. 6. [Redemption of Guaranty Fund.] — After providing for 
 risks, losses, incidental expenses and dividends as aforesaid, the direc- 
 tors shall set apart one-quarter of the estimated surplus funds and 
 receipts as a reserved fund to be applied to the redemption of the guar- 
 anty stock, and whenever after the expiration of ten years from the 
 time of organizing the company the amount of such reserved fund 
 shall be sufficient for the purpose, and the assured shall vote to redeem 
 the said guaranty stock, the same shall be redeemed. 
 
 Sec. 7. [Policyholders to Choose Directors.] — Upon the redemp- 
 tion and extinguishment of the guaranty stock, under the provision in 
 section six, the directors shall be chosen by the assured. 
 
 Sec. 8. [Dividends to Policyholders.] — At the expiration of every 
 period of five years from the time of the organization of the company, 
 the remaining three-quarters of the estimated surplus funds and re- 
 ceipts shall be reimbursed to and among the assured, in manner fol- 
 lowing; namely, to the holders of policies for entire lives, each of 
 which is insured at a uniform annual premium for the whole life, in 
 the proportion of the whole amount of premiums paid during the pre- 
 ceding five years ; and in a corresponding and equivalent proportion 
 upon policies made otherwise than at such uniform rate of premium, 
 that is to say. The reimbursement shall be made in the same proportion 
 as if each policy subsisting at the end of each five years had been made 
 at its commencement for an entire life at a uniform annual premium ; 
 provided, however, that the reimbursement to the holder of any policy, 
 shall not be estimated upon a greater amount than shall have been 
 actually paid in on such policy ; provide further, that in consideration 
 
206 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 of any existing policies having at the expiration of any such period of 
 five years, contributed directly or indirectly to the fund for the redemp- 
 tion of the guaranty stock, a provision may be made allowing a greater 
 proportion of reimbursement on such policies and preferring those of 
 an older date before those of a more recent date, — so that each policy, 
 shall, so far as may be, constistently with the circumstances of the 
 company, be reimbursed for the amount contributed as aforesaid to 
 the redemption of the guaranty stock. 
 
 Sec. 9. [Payment to Massachusetts General Hospital .] — The said 
 corporation shall on the third Monday of January of every year pay 
 over to the trustees of the Massachusetts General Hospital one-third 
 of the net profits, if any, which shall have arisen from insurance on 
 lives made during the preceding year. 
 
 Sec. 10. [Supreme Judicial Court to Hear Litigation.] — The Su- 
 preme Judicial Court shall hear and determine in equity all questions 
 arising between the said corporation, and any stockholder or assured. 
 
 House of Representatives, March 30, 1835. Passed to be enacted. 
 
 JULIUS ROCKWELL, 
 Speaker. 
 
 In Senate, March 30, 1835. Passed to be enacted. 
 
 GEO. BLISS, 
 President. 
 
 Approved April 1, 1835. SAM. T. ARMSTRONG. 
 
 Amendment of 1844. 
 
 Be it enacted by the Senate and House of Representatives in General 
 Court assembled, and by the authority of the same, as follows : 
 
 Sec. 1. [May Issue Policy Other Than Mutual.] — The New Eng- 
 land Mutual Life Insurance Company is hereby authorized to make 
 insurance on life or lives, otherwise than on the mutual principle. 
 
 House of Representatives, March 9, 1844. Passed to be enacted. 
 
 SAMUEL H. W ALLEY, JR., 
 Speaker. 
 
 In Senate, March 11, 1844. Passed to be enacted. 
 
 JOSIAH QUINCY, JR., 
 President. 
 
 Approved March 11, 1844. GEO. N. BRIGGS. 
 
 Amendment of 1855. 
 
 Be it enacted by the Senate and House of Representatives in General 
 Court assembled, and by the authority of the same, as follows : 
 
 Sec. 1. [Authorized to Purchase Real Estate.] — The New Eng- 
 
NEW ENGLAND MUTUAL. 
 
 207 
 
 land Mutual Life Insurance Company may purchase real estate in the 
 city of Boston, to hold and may hold real estate so purchased, to an 
 amount not exceeding one-fourth part of the accumulated fund of said 
 company at the time of making any such purchase. 
 
 House of Representatives, May 7, 1855. Passed to be enacted. 
 
 DANIEL C. EDDY, 
 Speaker. 
 
 In Senate, May 8, 1855. Passed to be enacted. 
 
 HENRY W. BENCHLEY, 
 President. 
 
 Approved May 10, 1855. HENRY J. GARDNER. 
 
 Note — At the annual meeting of the company, December 12, 1853, 
 the following vote was passed : 
 
 ‘‘That the guaranty capital of $50,000 be paid off on the sixth day 
 of January next, and notice thereof be given to the holders of said 
 stock, and that the interest thereon shall cease on that day.” 
 
 In pursuance of said vote, $49,500 of the stock was retired in Janu- 
 ary, 1854, and the remaining $500 in February, 1854. 
 
 BY-LAWS. 
 
 1. The annual meeting of the corporation shall be held in Boston, on the 
 fourth Monday of January in every year, for the choice of directors and other 
 business, at the time and place to be fixed by the directors. 
 
 2. The secretary of the company shall be clerk of the corporation, and shall 
 give notice of the annual meeting, by publishing the same in two newspapers 
 in Boston, ten days before the meeting. Similar notice shall be given of any 
 special meeting to fill vacancies in the board of directors, whenever their num- 
 ber is reduced to less than six. 
 
 3. In making investments the directors shall act according to their best judg- 
 ment. 
 
 4. No person shall be eligible as director who is not insured, by policies of 
 the company, to the amount of two thousand dollars; and the secretary shall, at 
 every meeting for the choice of directors, exhibit a list of persons insured and 
 the amount for which they are insured. 
 
 5. At every annual meeting the directors shall exhibit a report, with a full 
 statement of the condition of the company, its assets and liabilities. 
 
 6. To constitute a quorum of any meeting of the corporation, not less than 
 seven persons shall be present, representing policies insuring in the aggregate 
 not less than twenty thousand dollars. 
 
 7. The number of directors chosen shall be ten. 
 
20 8 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 8. At the annual meeting, held January 26, 1885, the directors shall be elected 
 in three classes: three directors of the first class, three directors of the second 
 class, and four directors of the third class; the term of office of which shall be 
 respectively one, two, and three years. At the next and at every succeeding 
 annual meeting only one class of directors shall be elected, and the term of 
 office of each class shall be three years. Vacancies in any class shall be filled 
 by the election of directors whose terms of office shall expire with those of the 
 class to which they have been respectfully elected. 
 
 Attest: December 4, 1903. 
 A true copy. 
 
 S. F. TRULL, 
 Secretary. 
 
NEW YORK LIFE. 
 
 209 
 
 NEW YORK LIFE INSURANCE COMPANY. 
 
 [ Declaration .] — This is to certify that the New York Life Insurance 
 Company has duly accepted the provisions of the act of the Legislature 
 of the State of New York, chapter 690 of the laws of 1892, known as 
 “The Insurance Law,” and the amendments thereto, and in conformity 
 with the same has duly adopted the following amended charter : 
 
 Article i. Sec. i. [Name of Company.] — The name of the com- 
 pany shall continue to be “New York Life Insurance Company.” 
 
 Article 2. Sec. i. [Place of Business.] — The company shall be 
 located and its principal place of business shall be in the city of New 
 York. 
 
 Article 3. Sec. i. [Nature of Business.] — The business of the 
 company shall be insurance on lives and all and every insurance per- 
 taining to life, and receiving and executing trusts, and making endow- 
 ments, and granting, purchasing and disposing of annuities, such kind 
 of insurance being authorized under subdivision one of Sec. 70 of “The 
 Insurance Law.” 
 
 Article 4. Sec. i. [Trustees and Officers.] — All the corporate 
 powers of the company shall be exercised by a board of trustees and 
 such officers and agents as the board may appoint. 
 
 Sec. 2. [Number of Trustees.] — The board of trustees shall con- 
 sist of twenty-four (24) elected persons, a majority of whom shall be 
 citizens and residents of the State of New York, and the president, 
 who shall be ex-officio a member of the board. 
 
 Sec. 3. [Directors Divided into Classes.] — The elected trustees 
 shall be divided into four equal classes, and as the term of each class 
 shall expire its successors shall be elected for a term of four years, 
 six trustees to be elected each year. Vacancies occasioned by death, 
 resignation or otherwise shall be filled by the board or trustees, a ma- 
 jority of the votes of those present constituting a choice. Each class 
 shall hold over until its successors are elected and this article shall not 
 be construed so as to prevent a trustee going out from being eligible as 
 a new trustee. 
 
 Sec. 4. [Trustees to Enact By-Lazvs.] — The board of trustees shall 
 have power to make such by-laws, rules and regulations for the trans- 
 action of the business of the company, not inconsistent with this charter 
 or the laws of the State, as may be deemed expedient, and to amend or 
 repeal such by-laws, rules and regulations. 
 
210 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Article 5. Sec. i. [The Annual Election.] — The annual election 
 of members of the board of trustees to fill the places of the outgoing 
 class shall be held on the second Wednesday of April in each year. 
 Notice of the time and place of such election shall be given in two 
 public newspapers printed in the city of New York, and in the State 
 paper daily for one week preceding such election. 
 
 Sec. 2. [Inspectors of Election.] — At each election three inspectors 
 shall be elected to preside at the next annual election of trustees, and 
 at such election each member of the company shall be entitled to one 
 vote in person or by proxy. 
 
 Sec. 3. [Trustees to Elect Officers.] — After each annual election 
 the board of trustees shall elect a president and such other officers as 
 may be prescribed by the by-laws, who shall hold their office for one 
 year and until others are elected in their stead. 
 
 Sec. 4. [Terms of Present Trustees and Officers.] — The present 
 members of the board of trustees and present officers of the company 
 shall continue to be such trustees and officers until the expiration of the 
 respective terms for which they have been elected. 
 
 Article 6. Sec. i. [Purely Mutual Company.] — The company 
 shall have no capital stock, but shall be a mutual company. 
 
 Sec. 2. [Distribution of Surplus Earnings.] — The officers of the 
 company within sixty days subsequent to the first of January in each 
 year shall cause an estimate to be made of the profit and true state of 
 the afifairs of the company, as near as may be, for the preceding year, 
 which estimate shall be conclusive upon all persons entitled to share 
 in any distribution of surplus which shall be made in accordance with 
 the general provisions of law either in cash, or in reduction of pre- 
 mium, or in reversionary insurance payable with the policy on the same 
 conditions as therein expressed. 
 
 Article 7. Sec. i. [Authorized to Make Loans.]— The company 
 shall be authorized to make loans and investments as provided by the 
 insurance law and by the statutes of the State of New York now in 
 force or hereafter passed, and may also loan all premiums received 
 and invest the same in bonds and mortgages on unencumbered real 
 estate within the State of New York worth fifty per cent more than 
 the sum charged thereon, and in all stocks created by or under the 
 laws of this State or of the United States. 
 
 Article 8. Sec. i. [Entitled to All Lawful Privileges.] — The 
 company shall be entitled to all the privileges and provisions of exist- 
 ing laws which might be included in this charter and enjoyed by it if 
 it were originally incorporated under the insurance law of the State. 
 
 Article 9. Sec. t. [Charter to be Perpetual.] — As provided by 
 
NEW YORK LIFE. 
 
 2 1 1 
 
 the preceding laws, and by chapter 725 of the laws of 1893, the charter 
 of the company shall be perpetual. 
 
 In witness whereof the company has caused its corporate seal to be 
 affixed hereto and to be attested by its president and secretary this 
 twenty-fourth day of July, 1893. 
 
 [l. s.] JOHN A. McCALL, 
 
 President. 
 
 CHAS. C. WHITNEY, 
 
 Secretary. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 (Adopted December 15, 1905.) 
 
 1. Charter Powers. — The business of the company shall be insurance on lives 
 and all and every insurance pertaining to life, and receiving and executing trusts, 
 and making endowments, and granting, purchasing and disposing of annuities. 
 All contracts shall be issued in consideration of fixed premiums, and shall not 
 be subject to assessments or payments beyond those stated in the contract 
 itself. 
 
 2. Executive Officers. — At the next stated meeting of the board of trustees 
 after the date of the annual election of trustees in each year, in addition to a 
 president required by the charter of the company, three vice-presidents, three 
 second vice-presidents, two secretaries, and a treasurer shall be elected by ballot, 
 who shall hold their offices for one year and until others are elected in their 
 stead. 
 
 3. Stated Meetings of the Board. — There shall be a stated monthly meeting 
 of the board of trustees held at the home office of the company on the second 
 Wednesday of each month. Special meetings may be called by the president, 
 or by three trustees, or in the absence of the president, by any one of the three 
 vice-presidents in the order of their election at the last annual election. All 
 stated or special meetings shall be called by a written or printed notice to each 
 trustee. A majority of the trustees shall constitute a quorum for the transac- 
 tion of business. The president, or in his absence, one of the three vice-presi- 
 dents, in the order of their election at the last annual election, or in their ab- 
 sence, a trustee elected by a majority of the quorum present, shall preside at 
 every meeting of the board of trustees. 
 
 4. President. — The president shall have a general supervision and direction of 
 the business of the company and shall be ex-officio a member of all committees. 
 He shall: 
 
 (a) Officers by Appointment. — At the stated annual meeting of the company 
 in May of each year appoint, subject to the approval of the board of trustees, 
 one or more actuaries, one or more comptrollers, one or more auditors, one or 
 more general solicitors, one or more superintendents of agencies, one or more 
 medical directors, one or more cashiers, one or more assistant cashiers, one or 
 more assistant treasurers, who shall hold their offices for one year and until 
 others are appointed in their stead, unless sooner removed by the president, 
 with the concurrence of the board of trustees. 
 
 (b) At the stated annual meeting in the month of May of each year, nominate, 
 
212 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 subject to election by the board of trustees, the standing committees provided for 
 in by-law 18. 
 
 (c) With the consent of the finance committee, transfer securities, satisfy 
 mortgages, make and change investments and loans. 
 
 5. Compensation of Officers. — The compensation of the officers provided for 
 in by-law 2 shall be fixed by the board of trustees on the recommendation of 
 the finance committee. No trustee shall become a salaried employee of the 
 company, except by special vote of the board of trustees. 
 
 6. Vice-Presidents’ Powers. — The three vice-presidents, in the order of their 
 election at the last annual election, during the absence or inability of the presi- 
 dent, shall be vested with all the powers which are conferred upon the president 
 by these by-laws. 
 
 The three vice-presidents and the treasurer shall each of them have the same 
 power as the president, under the direction of the finance committee, to trans- 
 fer securities, satisfy mortgages, make and change investments and loans, execute 
 deeds and other documents, and, whenever necessary for such purposes, to affix 
 the seal of the company to any proper instrument or instruments. 
 
 8. Treasurer’s Duties. — The treasurer shall provide all necessary books of 
 account for the financial transactions of the company, and, subject to the approval 
 of the office committee, shall have supervision of such books of account and the 
 clerks in charge thereof, and shall see that just and true cash, check, bank and 
 other proper books are kept, especially including records of all moneys received, 
 deposited, drawn and disbursed, for what and from whom received, for what 
 and to whom disbursed, and of all investments and securities, which books and 
 records shall be open at all times to the full examination of the board of 
 trustees. 
 
 The treasurer and such other officers as the finance committee may designate, 
 acting under regulations to be prescribed by the finance committee, shall have 
 charge of the bonds and mortgages and all other securities of the company, and 
 of the real estate of the company. 
 
 Whenever it becomes necessary under the regulations of any State or country 
 to lodge with any government any portion of the company’s securities, such 
 action shall be taken only on the approval of the board of trustees acting on the 
 recommendation of the finance committee. The treasurer shall file with the 
 board of trustees at the stated meeting in August of each year, a schedule show- 
 ing as of July 1 what securities are so lodged and where. 
 
 The treasurer shall make regulations, to be entered in the minutes of the 
 finance committee, concerning the combinations of the vaults of the company in 
 which the securities are kept, such that no one person shall at any time know 
 the combinations of both the outer and the inner doors. These regulations shall 
 include the names of all persons knowing any combination and holding any of 
 the keys of the vaults. 
 
 The treasurer shall give a bond for the faithful performance of the duties of 
 his office, for such amount and with such sureties as shall be approved by the 
 executive committee, and such bond shall be kept in force during his term of 
 office, unless otherwise ordered by resolution of the board of trustees. 
 
 The cashiers, assistant cashiers and assistant treasurers shall perform such 
 duties as may be assigned to them from time to time by the treasurer or the 
 finance committee. 
 
 16. Contracts of Insurance. — The officers of the company provided in by- 
 
NEW YORK LIFE. 
 
 213 
 
 law 2, may, in conformity with by-law 1, make contracts for all or any insur- 
 ance pertaining to life, receive and execute trusts, make endowments, and grant, 
 purchase and dispose of annuities, but no insurance involving a greater risk 
 than $300,000 shall be made on any one life ; provided that a larger sum may be 
 assumed, if the amount in excess of $300,000 is promptly reinsured in re- 
 sponsible companies, to be designated by the president, and provided that sums 
 in excess of $300,000 may be assumed on one life, without reinsurance, on the 
 approval of the board of trustees. 
 
 All contracts pursuant to this by-law shall be made and executed by two of 
 the following officers : 
 
 The president, a vice-president, a second vice-president, a secretary and the 
 treasurer. 
 
 The signatures of the above officers may be in fac-simile, but the board of trus- 
 tees shall designate, on the recommendation of the office committee, the per- 
 sons authorized to countersign contracts before delivery. 
 
 18. Standing Committees. — The standing committees shall be as follows : 
 
 (a) A finance committee, to consist of seven trustees, including one or more 
 of the three vice-presidents. 
 
 (b) An executive committee, to consist of seven trustees, including one or 
 more of the three vice-presidents. 
 
 (c) An agency committee, to consist of seven trustees, including one or more 
 of the three vice-presidents. 
 
 (d) A loss committee, to consist of four trustees, one of whom shall be 
 chairman, a secretary, a general solicitor and the person then superintendent of 
 the division of policy claims by appointment of the office committee. 
 
 (e) An auditing committee, as follows: A secretary, a comptroller, a general 
 
 solicitor, an actuary* an auditor and two members of the board of trustees. On 
 the designation of the president, one of these trustees shall be chairman and the 
 other vice-president. Their compensation shall be fixed by the board on the 
 recommendation of the office committee. 
 
 (f) An office committee, to consist of the three vice-presidents, the three 
 second vice-presidents and the secretary first elected at the last annual meeting. 
 
 The finance, executive, agency, office and loss committees shall each elect its 
 own chairman. A majority of any committee, as above constituted, shall be a 
 quorum. 
 
 19. Finance Committee. — It shall be the duty of the finance committee to 
 have supervision of the funds of the company ; to direct the making and chang- 
 ing of investments ; provided, however, that no purchase or sale shall be made 
 without the consent of all the members of the committee present. 
 
 They shall examine all accounts, funds and securities as often as they may 
 deem necessary or as is required by the board ; report to the board a list of the 
 bonds purchased and sold during the previous calendar month, stating amounts, 
 prices, names of the vendors and vendees, a full description of each security, 
 and such other information as the board may from time to time desire. 
 They shall report in particular to the meeting at which the annual statement 
 of the company is presented, the condition of the funds, securities and invest- 
 ments, with such suggestions as may, in their opinion, promote the interests of 
 the company. 
 
 20. Executive Committee. — It shall be the duty of the executive committee to 
 authorize and supervise all expenditures of the company other than those spe- 
 cifically assigned to some other committee under these by-laws. 
 
214 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 To this end, the committees shall, at the stated meeting in January of each 
 year, report to the board of trustees for its approval, the rules and methods 
 under which such expenditures are to be authorized and supervised during the 
 calendar year. 
 
 21. Agency Committee. — It shall be the duty of the agency committee, as pro- 
 vided in by-law 9, to supervise the appointment of the agents, agency directors, 
 inspectors of agencies, and all employees of the company engaged chiefly in the 
 acquisition of new business. 
 
 To this end, the committee shall report to the board of trustees, for approval, 
 at the stated meeting in January of each year, the rules and methods under which 
 agents are to be appointed and compensated, and under which all other expendi- 
 tures in connection with the procurement of business are to be made. 
 
 22. Loss Committee’s Duties. — It shall be the duty of the loss committee to 
 examine all proofs of death, and to report at each stated meeting the names 
 and residences of the persons dying, and the sums insured, and such other in- 
 formation as the board of trustees may desire. The committee, or the presi- 
 dent and one of the four vice-presidents acting together, may order the payment 
 of death claims. 
 
 23. Auditing Committee. — It shall be the duty of the auditing committee : 
 
 (a) To exercise general supervision and control of the auditing of all receipts 
 and of all disbursements of the company, and of checking the same with the 
 cash book, investment record and entries in the general ledger, and of ascer- 
 taining if proper authority exists for disbursements made, and whether such 
 authority conforms with the provisions of these by-laws. 
 
 (b) To employ, with the approval of the executive committee, chartered ac- 
 countants, from time to time, to make examination of the company’s books. 
 
 (c) To report to the board of trustees, for approval, the rules and methods 
 to be employed by the committee in supervising and governing the auditing and 
 checking of accounts at the home office and the various offices of issue. 
 
 (d) To report to the board of trustees monthly, in writing, a resume of the 
 work for the previous month, and to the president whenever he shall call upon 
 them to do so, or as often as they deem proper. 
 
 24. Office Committee. — It shall be the duty of the office committee to authorize 
 and supervise the appointment and removal of every person employed by the 
 company, except as otherwise provided in these by-laws ; to fix the compensation 
 of every person employed by the company, except as otherwise provided in 
 these by-laws ; to authorize and supervise the expenditures of branch offices and 
 offices of issue outside of the expenditures regulated by the agency committee ; 
 and to this end, the office committee shall report to the board for its approval, 
 at the stated meeting in January of each year, the rules and regulations under 
 which persons shall be employed by the company and under which expenditures 
 in branch offices and offices of issue are to be made. 
 
 The office committee shall regulate the general conduct of the company’s busi- 
 ness not specifically assigned to any other committee. 
 
 25. Standing Committees. — It shall be the duty of the standing committees to 
 convene on the call of the president, or, in his absence, on the call of one of 
 the three vice-presidents, and they shall hold regular meetings at such periods 
 as may be necessary, but not less than once a month, for the transaction of the 
 business incident to the duties herein assigned them. 
 
 Whenever a vacancy occurs in any standing committee the president shall fill 
 
NEW YORK LIFE. 
 
 215 
 
 such vacancy by appointment, in accordance with the provisions of by-laws 18, 
 and shall report such action to the next stated meeting of the board for approval. 
 
 The standing committees shall make a report at each stated meeting of the 
 board. These reports shall be signed by the members of the committee who 
 concur therein. Reports shall include a resume of the work of the previous 
 calendar month, and such other information as the board may, from time to time, 
 desire. 
 
 No expenditure shall be contracted for or made except by authority of the 
 finance, the agency, the office or the executive committee, as provided in these 
 by-laws. 
 
 Any change desired by any committee in the program presented at the stated 
 meeting in January of each year, or at any stated meeting, must be submitted to 
 the board for its approval. 
 
 The minutes of the meetings of all standing committees shall be carefully kept 
 and submitted to the board when called for. 
 
 26. Branch Offices. — Whenever in the judgment of the officers named in by- 
 law 2, the interests of the company’s business require it, offices may be estab- 
 lished at convenient points throughout the world, where the contracts provided in 
 by-law 16, shall be made and the business of the company in the territory under 
 the jurisdiction of each such office shall be carried on, under such regulations 
 as may be established from time to time by the office committee. 
 
 27. Investment in Company’s Name Only. — All investments shall stand in the 
 name of the “New York Life Insurance Company,” and not in the name of any 
 individual as an officer of the company. 
 
 28. Moneys ; How Deposited ; How Drawn. — All moneys belonging to the 
 company shall be deposited to the credit of the “New York Life Insurance 
 Company” in such depositories as shall be designated from time to time by 
 resolution of the finance committee, and shall be drawn only on the joint checks 
 or drafts of two of the following persons: 
 
 The president, any vice-president, the treasurer, a secretary, and such other 
 person or persons as may, from time to time, be designated by the board of 
 trustees; provided that moneys may be drawn from the banks designated by the 
 finance committee for the convenience of the company’s offices of issue, branch 
 offices and agencies, on the check of persons duly placed in charge of such 
 offices, as herein provided, subject to the rules, restrictions and regulations 
 made by the company from time to time. All checks shall be payable to 
 the order of the persons entitled to receive the money. 
 
 29. Officers or Trustees Cannot Use Company’s Money. — No trustee or 
 officer of this company shall, directly or indirectly, borrow the funds of this 
 company, or use the same except to pay losses and other obligations and ex- 
 penses incurred by the company. 
 
 No trustee or officer shall receive any money or valuable thing for negoti- 
 ating, procuring or recommending any loan, or for selling or aiding the sale of 
 any securities. 
 
 30. Vacancies in Board. — Whenever a vacancy occurs in the board of trustees, 
 it shall be the duty of the executive committee to nominate, at a stated meeting 
 of the board, a candidate to fill such vacancy, such nomination to lie over until 
 the next stated meeting, at which time the election shall be held by ballot, and 
 the person receiving a majority of the votes of those present shall fill such 
 vacancy for the remainder of the term. 
 
2l6 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Inspectors; Vacancy. Whenever a vacancy occurs in the office of inspector 
 of election, it shall be filled by the executive committee. 
 
 32. Investments ; In What Made. — The funds of this company shall be invested 
 and kept invested in the following interest or income-bearing securities among 
 those permitted by the provisions of the insurance laws of the State of New 
 York, viz.: In bonds of the United States or of the State of New York; in 
 bonds of any county or incorporated city in the State of New York; in bonds 
 and mortgages on improved, unencumbered and income-producing real prop- 
 erty in the State of New York, worth fifty per centum more than the amount 
 loaned thereon; in bonds of any solvent institution incorporated under the 
 laws of the United States or any State thereof; in bonds issued by any city, 
 county, town, village or school district of the State of New York; in bonds of 
 any of the States of the United States. 
 
 They may also be invested on the pledge of any of the above securities. 
 
 The company may furthermore invest the funds required to meet its obliga- 
 tions incurred in other States of the United States or foreign countries, and in 
 conformity with the laws thereof, in the same kind of securities in such other 
 States or foreign countries as are provided in the laws of the State of New 
 York. The company may also loan on the pledge of its own policies of insur- 
 ance a sum not to exceed the reserve which it then holds on any such policy 
 and the accumulations thereof. 
 
 Investments Not to be Made; Real Estate. But this company shall not pur- 
 chase, hold or grant any mortgage loans on unimproved or non-productive prop- 
 erty or on farms, hotels, theaters, churches, breweries, factories, or mining 
 enterprises of any description whatsoever. Neither shall this company make 
 any loan on or investments in what are commonly known as industrial enter- 
 prises. nor shall this company invest in or loan on stocks. Pursuant to the law 
 of the State of New York, the company shall not acquire by purchase or other- 
 wise, any real estate except for the accommodation of its business or in satisfac- 
 tion of debts due the company. 
 
 33. Proxies. — Any person of legal age, except an officer, employee or agent 
 of the company', may, at the annual election of members of the board of trustees, 
 act as proxy for any member or members of the company. 
 
 The board of trustees shall in the following manner designate policyholders 
 who may act as proxies for members : 
 
 The board shall name three policyholders, and they in turn may, in various 
 localities where such action seems desirable, name two additional policyholders 
 who may also act as proxies for members. Any policyholder so named may 
 act until a successor is duly designated. 
 
 Every proxy must be executed in writing and shall be revocable at the pleasure 
 of the person executing it. 
 
 Every such proxy shall be invalid after the expiration of eleven months from 
 the date of its execution, unless the member executing it shall have specified 
 therein the number of years for which it is to continue. 
 
 34. Change in By-Laws. — Any alteration or amendment of the by-laws must 
 be first proposed at a stated meeting, and such proposed alteration or amend- 
 ment may be considered only at a subsequent stated meeting, and may be 
 adopted only by the concurrence of a majority of the whole board. 
 
 35. All former by-laws are hereby repealed. 
 
NORTHWESTERN MUTUAL LIFE. 
 
 217 
 
 THE NORTHWESTERN MUTUAL LIFE INSURANCE 
 
 COMPANY. 
 
 An act to incorporate the Mutual Life Insurance Company of the 
 State of Wisconsin. The people of the State of Wisconsin, rep- 
 resented in the Senate and Assembly, do enact as follows : 
 
 Sec. 1. [Original Name of Company .] — Thomas Lappin, M. C. 
 Smith, W. W. Holden, David Noggle, Edward McKey, Solomon Hut- 
 son, James H. Knowlton, John P. Dickson, Joseph A. Sleeper, Edward 
 L. Dimock, B. F. Pixley, John Hackett, John M. Keep, Matt. H. Car- 
 penter, Charles Kuehn, Simeon Mills, James Niel, J. F. Willard, John. 
 Mitchell, James R. Doolittle, George C. Northrup, H. J. Ullman, An- 
 son Eldred, H. H. Camp, J. B. Martin, Luke Stoughton, L. J. Far- 
 well, H. L. Dousman, J. Allen Barber, John H. Rountree, George W. 
 Lee, James H. Ernst, A. Ludlow, James Bintliff, Peter Myers and 
 Lucius S. Fisher, and all other persons who may hereafter associate 
 with them in the manner hereinafter prescribed, shall be and are 
 declared a body politic and corporate by the name of “Mutual Life 
 Insurance Company of the State of Wisconsin,” and by that name may 
 contract and be contracted with, sue and be sued, defend and be de- 
 fended against in any and all courts. 
 
 Sec. 2. [Powers Limited by Act.] — This corporation shall have 
 no powers or privileges, except such as are expressly granted by this 
 charter. 
 
 Sec. 3. [Character of Business and Real Estate Holdings.] — The 
 corporation hereby created shall have the power to insure the lives of 
 its respective members, and to make all and every insurance apper- 
 taining to, or connected with life risks, and to grant and purchase an- 
 nuities. The real estate which it shall be lawful for this corporation to 
 purchase, hold, possess and convey shall be : 
 
 1. Such as shall be requisite for its immediate accommodation in 
 the convenient transaction of its business. 
 
 2. Such as shall have been mortgaged to it in good faith, by way 
 of security, for loans previously contracted, or for money due. 
 
 3. Such as shall have been conveyed to it, in satisfaction of debts 
 previously contracted in the course of its dealings. 
 
 4. Such as shall have been purchased at sales upon judgments, de- 
 crees or mortgages obtained or made for such debts. 
 
2l8 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 The said corporation shall not purchase, hold or convey real estate 
 in any other case, or for any other purpose, and all such real estate as 
 shall not be necessary for the accommodation of said company, in the 
 convenient transaction of its business, shall be sold and disposed of 
 within six years after the said company shall have acquired title to 
 the same. 
 
 Sec. 4. [Policyholders Members of Company.] — Persons who shall 
 hereafter insure with the said corporation, and also their heirs, execu- 
 tors, administrators and assigns, continuing to be insured in said cor- 
 poration as hereinafter provided, shall thereby become members thereof 
 during the period they shall remain insured by such corporation, and 
 no longer. 
 
 Sec. 5. [Powers of Trustees.] — All the corporate powers of the 
 said board of trustees, and such officers and agents as they may appoint. 
 The board of trustees shall consist of thirty-six persons, all of whom 
 must be citizens of this State. They shall elect a president annually, 
 who shall be a member of the corporation, and they shall have power 
 to declare by by-laws, what number of trustees less than a majority of 
 the whole, but not less than nine shall be a quorum for the transaction 
 of business, and nine shall be such quorum, until otherwise provided by 
 by-laws. The trustees shall also have power to make all such by-laws 
 as shall be needful or proper to the due exercise of the powers hereby 
 granted. 
 
 Sec. 6. [Trustees Divided into Classes.] — The persons named in 
 this act shall constitute the first board of trustees, and they shall at 
 their first meeting divide themselves by lot into four classes of nine 
 each. The term of the first class shall expire at the end of one year ; 
 the term of the second class shall expire at the end of two years ; the 
 term of the third class shall expire at the end of three years ; the term 
 of the fourth class shall expire at the end of the fourth year ; and so on 
 successively each and every year. The seats of these classes shall be 
 supplied by the members of this corporation, a plurality of the votes 
 cast constituting a choice : but an insurance of at least one thousand 
 dollars in amount shall be necessary to entitle any member to a vote. 
 This section shall not be constructed to prevent a trustee going out 
 from being eligible to a re-election. The board of trustees may fill any 
 vacancies in their number occasioned by death, resignation or by 
 removal from the State. The election of trustees shall be held on the 
 first Monday of June, in each and every year, at such place in the city 
 of Janesville, as the board of trustees shall designate, of which they 
 shall give at least four weeks’ previous notice in two of the public news- 
 papers printed in Milwaukee, Madison and Janesville, and the board of 
 
NORTHWESTERN MUTUAL LIFE. 
 
 219 
 
 trustees at the same time shall appoint three of the members of 
 the said corporation, inspectors to preside at such election, and if any 
 of said inspectors decline or fail to attend, the trustees shall appoint 
 others to fill such vacancies. 
 
 Sec. 7. [Premiums to be Paid in Advance.] — Every person who 
 shall become a member of this corporation, by effecting insurance 
 therein, shall the first time he effects insurance, and before he receives 
 his policy, pay the rates that shall be fixed upon and determined by the 
 trustees, and no premium so paid shall ever be withdrawn from said 
 company, except as hereinafter provided, but shall be liable to all the 
 losses and expense incurred by this company during the continuance of 
 its charter. 
 
 Sec. 8. [Trustees to Fix Rates.] — The trustees shall determine 
 the rates of insurance and the sums to be insured. 
 
 Sec. 9. [Premiums to be Invested.] — It shall be lawful for said 
 corporation to invest the said premiums in the securities designated in 
 the two following sections and to sell, transfer and change the same, 
 and reinvest the funds of said corporation when the trustees shall 
 deem expedient. 
 
 Sec. 10. [Real Estate Investments.] — The whole of the premiums 
 received for insurance by said corporation, except as provided for in 
 the following section, shall be invested in bonds secured by mortgages, 
 or unincumbered real estate within this State. The real estate or other 
 property to secure such investment of capital, shall in every case, be 
 worth twice the amount loaned thereon. 
 
 Sec. 11. [Investment in Stocks.] — The trustees shall have power 
 to invest a certain portion of the premiums received not to exceed one- 
 half thereof in public stocks of the United States, or of this State, or of 
 any incorporated city of this State. 
 
 Sec. 12. [May Sue and be Sited.] — Suits at law may be main- 
 tained by said corporation against any of its members for any cause 
 relating to the business of said corporation. Suits at law may also be 
 prosecuted and maintained by any member against said corporation, 
 for loss by death if payment is withheld more than three months after 
 the company is duly notified of such losses, and no member of the cor- 
 poration shall be debarred his testimony as a witness in any such cause 
 on account of interest in such suit, or of his being a member of said 
 company, and no member of the corporation not being in his indi- 
 vidual capacity, a party to such suit, shall be incompetent as a witness 
 in any such suit on account of his being a member of said company. 
 
 Sec. 13. [Dividends to Policyholders.] — The officers of said com- 
 pany at the expiration of five years from the time that the first policy 
 
220 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 shall have been issued and bear date, and within sixty days thereafter, 
 and during the first sixty days of every subsequent period of five years, 
 shall cause a balance to be struck of the affairs of the company, and 
 shall credit each member with an equitable share of the profits of said 
 company, and in case of the death of the party whose life is insured, 
 the amount standing to his credit at the last preceding striking of bal- 
 ance as aforesaid, shall be paid over to the person entitled to receive 
 the same; any member who would be entitled to share in the profits, 
 who shall have omitted to pay any premium or any periodical payment 
 due from him to the company, may be prohibited by the trustees from 
 sharing in the profits of the company. Xo member except officers of 
 the company and agents thereof shall be personally liable for the losses 
 of the company, and such officers and agents, severally, shall be liable, 
 but only for the losses arising by reason of their own respective neglect 
 or misconduct. 
 
 Sec. 14. [Quinquennial Statement to be Prepared .] — On some day 
 in the first thirty days after the expiration of the first five years, from 
 the time when the said company shall issue its first policy, and within 
 the first thirty days of every subsequent five years, the officers of said 
 company shall cause to be made a general balance statement of the 
 affairs of said company, which shall be entered in a book prepared for 
 that purpose, which shall be subject to the examination of every mem- 
 ber of the company, during the usual hours of business, for the term 
 of thirty days thereafter. Such statement shall contain.: 
 
 1. The amount of premiums received during said period. 
 
 2. The amount of expenses of said company during the same 
 period. 
 
 3. The amount of losses incurred during said period. 
 
 4. The balance remaining with the said company. 
 
 5. The nature of the security on which the same is inyested or 
 loaned, and the amount of cash on hand. 
 
 The said company shall also make and transmit to the secretary of 
 State, on the first Monday of January in each year, a full statement of 
 its affairs, in the same or like manner as moneyed corporations are re- 
 quired to do. 
 
 Sec, 15. [Location of Company.] — The operations and business of 
 this corporation shall be carried on in the city of Janesville, at such 
 place as the trustees shall direct, so far as the same can be done at a 
 principal office. 
 
 Sec. 16. [Company may Purchase its Policies.] — Xo policy shall 
 be issued by said company until application shall be made for insur- 
 ance in the aggregate for two hundred thousand dollars at least. The 
 
NORTHWESTERN MUTUAL LIFE. 
 
 221 
 
 trustees shall have the right to purchase for the benefit of the company, 
 all policies of insurance or other obligations issued by the said company. 
 
 Sec. 17. [Wife's Policies Exempt from Creditors.] — It shall be 
 lawful for any married woman, by herself, and in her name, or in the 
 name of any third person, with his assent as her trustee, to cause to be 
 insured for her sole use the life of her husband for any definite period, 
 or for the term of his natural life, and in case of her surviving her 
 husband, the sum or net amount of the insurance becoming due and 
 payable by the terms of the insurance, shall be payable to her, to and 
 for her own use, free from the claims of the representatives of her 
 husband, or of any of his creditors, but such exemption shall not 
 apply where the amount of premium annually paid shall exceed three 
 hundred dollars. In case of the death of the wife before the decease 
 of her husband, the amount of the insurance may be made payable 
 after death to her children, for their use, and to their guardian if 
 under age. 
 
 Sec. 18. [Charter to he Perpetual.] — This act shall be perpetual, 
 but the legislature may at any time alter or amend the same. 
 
 Sec. 19. This act is hereby declared a public act, and shall be 
 printed by the State printer immediately, and when so printed, the 
 same shall take effect and be in full force. 
 
 WYMAN SPOONER, 
 Speaker of the Assembly. 
 
 Arthur McArthur. 
 
 Lieutenant Governor and President of the Senate. 
 
 Approved March 2, 1857. COLES BASHFORD. 
 
 Amendment of 1858. 
 
 The people of the State of Wisconsin, represented in Senate and 
 Assembly, do enact as follows : 
 
 Sec. 1. [Authorized to Make Reinsurances.] — The Mutual Life In- 
 surance Company of the State of Wisconsin, shall have a common seal, 
 and shall have power to make reinsurance of any risks which they may 
 have taken, and may make all such by-laws not inconsistent with the 
 constitution and laws of this State, as may be deemed necessary for 
 the appointment of its officers and agents, and the conduct of its 
 affairs in the various cities and towns of this State, and of sister States, 
 and foreign governments, as the said corporation may deem most for 
 its interest. 
 
 Sec. 2. [Penalty for Misappropriation.] — Any officer, agent or 
 trustee, who shall be convicted of having abstracted or taken any 
 money or evidence of debt, or property belonging to this corporation, 
 
222 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 and shall have disposed of it or have placed it beyond the reach of 
 the officers of this corporation, without having first had the authority 
 from the board of trustees, or from the finance committee, by a resolu- 
 tion entered upon their books so to do, shall be deemed guilty of a 
 felony, and shall be adjudged to pay a fine in a sum not exceeding five 
 times the amount of the sum proved to have been abstracted, and shall 
 be sentenced to confinement in the State prison for not more than five 
 years, in the discretion of any court having cognizance thereof. 
 
 Sec. 3. [Members May Vote by Proxy .] — Any member of this 
 company shall have the right to vote by proxy as well as in person. 
 
 Sec. 4. [Reason for Amendment.] — It is hereby declared that in 
 the judgment of the Legislature of this State the objects of the fore- 
 going amendments cannot be attained under general laws. 
 
 Sec. 5. This act shall take effect and be in force from and after 
 its passage. p S . LOVELL, 
 
 Speaker of the Assembly. 
 
 H. H. GILES, 
 
 President of the Senate, pro tern. 
 
 Approved April 24, 1858. ALEX. W. RANDALL. 
 
 Amendment of 1859. 
 
 The people of the State of Wisconsin, represented in Senate and 
 Assembly, do enact as follows : 
 
 Sec. 1. [Annual Report to be Made in June.] — The annual report 
 recpiired to be made by Sec. 1 of chapter 103 of the general laws of 
 1858, may be made by the Mutual Life Assurance Company of the 
 State of Wisconsin, in the month of June, of each and every year. 
 
 Sec. 2. [City of Janesville Stricken Out.]- — The words “in the city 
 of Janesville” where they occur in the sixth and fifteenth sections of 
 the act incorporating said company, are hereby stricken out. 
 
 Sec. 3. This act shall take effect and be in force from and after 
 its passage. WM. P. LYON, 
 
 Speaker of the Assembly. 
 
 E. D. CAMPBELL,' 
 
 Lieutenant Governor and President of the Senate. 
 Approved February 23. 1859. ALEX. W. RANDAL. 
 
 Amendment of 1863. 
 
 The people of the State of Wisconsin, represented in Senate and 
 Assembly, do enact as follows : 
 
 Sec. 1. [Corporate Powers Vested in Trustees .] — Sec. 5 of chapter 
 
NORTHWESTERN MUTUAL LIFE. 
 
 223 
 
 ✓ 
 
 129 of the private and local laws of 1857, entitled “An act to incorpo- 
 rate the Mutual Life Insurance Company of the State of Wisconsin,” 
 is hereby so amended as to read as follows, viz. : “Sec. 5. All the 
 
 corporate powers of the said company shall be vested in, and exercised 
 by, a board of trustees, and such committees and officers and agents 
 as they may appoint. The board of trustees shall consist of thirty-six 
 persons. They shall elect a president annually, who shall be a trus- 
 tee and a member of the corporation, and they shall have power to de- 
 clare by by-law, what number of trustees, less than a majority of the 
 whole, but not less than nine, shall be a quorum for the transaction of 
 business, and nine shall be such quorum until otherwise provided by 
 by-law. The trustees shall have power to make all such by-laws as 
 shall be needful or proper to the exercise of the powers hereby 
 granted.” 
 
 Sec. 2. [Classification of Trustees.] — Sec. 6 of the said act is 
 hereby so amended as to read as follows, viz. ; “Sec. 6. The per- 
 sons named in this act shall constitute the first board of trustees, 
 and they shall at their first meeting divide themselves by lot 
 into four classes of nine each. The term of the first class shall expire 
 at the end of one year ; the term of the second class shall expire at the 
 end of two years ; the term of the third class shall expire at the end of 
 three years ; the term of the fourth class shall expire at the end of the 
 fourth year, and so on successively each and every year. The seats of 
 these classes shall be supplied by the members of this corporation, a 
 plurality of the votes cast constituting a choice, but an insurance of at 
 least one thousand dollars in amount shall be necessary to entitle any 
 member to a vote. This section shall not be construed to prevent a 
 trustee going out from being eligible to a re-election. The board of 
 trustees may fill any vacancies in their number occasioned by death, 
 resignation or in any other manner. The election of trustees shall be 
 held at the office of said company in the city of Milwaukee, on the 
 second Wednesday of June in each year, of which they shall give at 
 least four weeks’ previous notice in one or more of the public news- 
 papers printed in Milwaukee and Madison, and the board of trustees 
 at the same time shall also appoint three of the members of the said 
 corporation inspectors, to preside at such election; and if any of said 
 inspectors decline, or fail to attend, the trustees shall appoint others 
 to fill such vacancies.” 
 
 Sec. 3. [Investments in Real Estate .] — Sec. 10 of the said act is 
 hereby so amended as to read as follows, viz. : “Sec. 10. The whole 
 of the premiums received for insurance by said corporation, except as 
 provided for in the following section, shall be invested in bonds secured 
 
22 4 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 by mortgages on unincumbered real estate. The real estate or property 
 to secure such investment or capital, shall in every case be worth twice 
 the amount loaned thereon.” 
 
 Sec. 4. [Investments in Stocks .] — Sec. 11 of said act is hereby so 
 amended as to read as follows, viz. : ”Sec. 11. The trustees shall have 
 power to invest a certain portion of the premiums received, not to 
 exceed one-half thereof, in public stocks of the United States or of this 
 State, or of any incorporated city of this State, and the company may 
 loan to policyholders in said company, from time to time, sums not 
 exceeding one-half of the annual premiums on their policies, upon notes 
 to be secured by the policy of the person to whom the loans may be 
 made.” 
 
 Sec. 5. [How Dividends May be Applied .] — The said company 
 may cause a balance to be struck of the affairs of said company, and 
 a dividend of its profits to be made among the members thereof, as 
 provided in Sec. 13 of the said act of incorporation thereof, annually, 
 biennially, triennially, or once in five years, as the board of trustees 
 may determine, and the dividend of profits when so made, may at the 
 option of each member entitled thereto, and with the consent of the 
 board of trustees, be appropriated to the purchase of additional insur- 
 ance, or in reduction of, or toward the payment of annual premiums, 
 or credited to the insured to be paid over at the decease of the insured, 
 to the person entitled to receive the same in the same manner, and 
 upon the same conditions as the amount insured by the policy of such 
 member. 
 
 Sec. 6. This act shall take effect and be in force from and after 
 its passage. j ALLEN BARBER, 
 
 Speaker of the Assembly. 
 WYMAN SPOONER. 
 
 President of the Senate. 
 
 Approved March 23, 1863. EDWARD SALOMON, 
 
 — — Governor. 
 
 Amendment of 1865. 
 
 The people of the State of Wisconsin, represented in Senate and 
 Assembly, do enact as follows : 
 
 Sec. 1. [Name of Company Changed .] — That the corporate name 
 of the Mutual Life Insurance Company of the State of Wisconsin, a 
 corporation duly created by and organized pursuant to an act entitled 
 “An act to incorporate the Mutual Life Insurance Company of the 
 State of Wisconsin,” approved March 2, 1857. and the several acts 
 amendatorv thereof, be, and the same is hereby changed to “The North- 
 
NORTHWESTERN MUTUAL LIFE. 
 
 225 
 
 western Mutual Life Insurance Company," and by the latter name the 
 said the “Mutual Life Insurance Company of the State of Wisconsin," 
 shall hereafter be known in all courts and places, and enjoy the same 
 corporate rights and franchises, and be subject to the same duties, 
 obligations and liabilities, as by said former name ; and the said corpo- 
 ration may hereafter sue and be sued, plead and be impleaded, answer 
 and be answered unto, in all courts and places by the said name of “The 
 Northwestern Mutual Life Insurance Company,” for, upon, and by 
 reason of any contract, liabilities, or cause of action, made, had, in- 
 curred or suffered by said corporation prior to the time this act shall 
 take effect, with the same effect and in the same manner as if the same 
 had been made, had, incurred, or suffered in and by the said name of 
 “The Northwestern Mutual Life Insurance Company." 
 
 Sec. 2. [Time of Annual Meeting.] — The annual meeting of the 
 members of said company for the purpose of electing trustees thereof, 
 shall, after the year A. D. 1865, be held on the second Wednesday of 
 January in each year, and the trustees who shall be elected at the annual 
 meeting of the said company, which shall be held on the second Wed- 
 nesday of June, A. D. 1865, shall hold their offices until the second 
 Wednesday of January, one thousand eight hundred and sixty-nine, 
 and the term of office of those trustees now in office, which would 
 expire, but for the passage of this act, on the second Wednesday of 
 June, in the years one thousand eight hundred and sixty-six, one thou- 
 sand eight hundred and sixty-seven and one thousand eight hundred 
 and sixty-eight, shall expire, and their successors may be chosen at the 
 annual meeting to be held on the second Wednesday of January in each 
 of said years respectively. The trustees elected at the annual meeting 
 to be held on the second Wednesday of January, A. D. 1866, and an- 
 nually thereafter shall hold their respective offices for four years unless 
 sooner removed according to law.” 
 
 Sec. 3. This act shall take effect and be in force from and after the 
 first day of March, A. D. 1865. WM. W. FIELD, 
 
 Speaker of the Assembly. 
 WYMAN SPOONER, 
 President of the Senate. 
 JAMES T. LEWIS, 
 
 Governor Wisconsin. 
 
 Approved January 20, 1865. 
 
 Amendment of 1869. 
 
 State of Wisconsin, represented in Senate 
 
 and 
 
 The people of the 
 
 Assembly, do enact as follows : 
 
 Sec. t. [Loans to Policyholders .Authorised.] — Sec. it of an act 
 
226 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 entitled “An act to incorporate the Mutual Life Insurance Company 
 of the State of Wisconsin,” approved March 2. 1857, is hereby so 
 amended as to read as follows: “Sec. 11. The trustees shall have 
 
 power to invest a certain portion of the premiums received, not to ex- 
 ceed one-half thereof in public stocks of the United States, or of this 
 State, or of any incorporated city of this State. And the company may 
 loan to policyholders in said company from time to time, sums not 
 exceeding one-half the annual premiums on their policies, upon notes 
 to be secured by the policy of the person to whom the loans may be 
 made ; provided, however, that the said trustees are hereby authorized 
 at their discretion, to invest so much of the assets of the said company 
 in the State bonds or other securities of any State of the United States 
 in which they may desire to transact the business of life insurance as 
 may be necessary to comply with the requirements of the laws of such 
 State relating to life insurance companies incorporated by other 
 States.” Sec. 2. This act shall take effect, and be in force from and 
 after its passage. A M THOMSON, 
 
 Speaker of the Assembly. 
 
 G. C. HAZLETON, 
 
 President of the Senate pro tern. 
 
 Approved March 9, 1869. LUCIUS FAIRCHILD. 
 
 Governor. 
 
 Amendment of 1870. 
 
 The people of the State of Wisconsin, represented in Senate and 
 Assembly, do enact as follows : 
 
 Sec. 1. [Election of Trustees.] — Chapter 129 of the private and 
 local laws of 1857, entitled “An act to incorporate the Mutual Life In- 
 surance Company of the State of Wisconsin,” approved March 2, 1857, 
 the name of which corporation was changed to the “Northwestern 
 Mutual Life Insurance Company,” by an act entitled “An act to change 
 the name of the Mutual Life Insurance Company of the State of Wis- 
 consin.” approved January 20, 1865, and published and designated as 
 chapter 1 of the supplement to private and local laws of 1865. is hereby 
 amended by inserting in the said original act immediately after Sec. 18. 
 the following to stand as Secs. 19, 20 and 21 : “Sec. 19. The annual 
 meeting of the members of the said Northwestern Mutual Life Insur- 
 ance Company, for the purpose of electing trustees thereof, shall be 
 hereafter held on the last Wednesday of January, in each year, and the 
 trustees elected at each annual election hereafter held, shall hold their 
 respective offices for four years, unless sooner removed according to 
 
NORTHWESTERN MUTUAL LIFE. 
 
 227 
 
 law ; except such as may be elected to fill vacancies, who shall hold 
 their respective offices until the expiration of the term of office of the 
 class of trustees to which they may respectively belong. The trustees 
 now in office shall hold their respective offices until the day of the an- 
 nual election, at which their successors are to be elected, pursuant to 
 this section, unless sooner removed according to law. “Sec. 20. No 
 person shall be eligible to the office of trustee of the said company, 
 unless he shall have effected an insurance upon his own life for the 
 benefit of himself, his wife, heirs or representatives for at least five 
 thousand dollars, which shall be in full force and effect, on which he 
 shall have paid the premium for at least one year. Every trustee of 
 the said company shall, during his whole term of service, be a citizen 
 of the United States, and at least two-thirds of all the trustees of the 
 said company, who may be hereafter elected, shall have resided in this 
 State one year next preceding their election, and be residents of the 
 same during their continuance in office. The number of persons 
 eligible to the office of trustee in said company, equal to the number of 
 trustees to be elected at each annual election, who shall receive the 
 highest number of votes cast thereat, shall be chosen trustees. An in- 
 surance of at least one thousand dollars effected by a person upon his 
 own life, or upon the life of another for his own benefit, or the benefit 
 of his wife, heirs or personal representatives, shall be necessary to 
 entitle any member to a vote, and each member shall be entitled to 
 one vote for each one thousand dollars of insurance he may have 
 effected in said company as aforesaid, such insurance being in force at 
 the time of the election.” “Sec. 21. Members of said company may 
 vote by proxies dated and executed within sixty days ne^ct preceding 
 and returned to the chief office of the said company, for examination 
 and registry upon the books of the company at least three days pre- 
 vious to the meeting of the members of the company, at which the same 
 are to be used, but no person shall be allowed to cast by proxy more 
 than one hundred votes in addition to the votes to which he may be 
 entitled as a member of the company, on his own insurance ; and no 
 officer, trustee, agent or employee of said company shall act or be 
 entitled to vote as proxy for an absent member.” 
 
 Sec. 2. [Renumbering Sections of Act.] — Sec. 19 of said original 
 act is hereby numbered Sec. 22 and Sec 2 of chapter one of the sup- 
 plement to the private and local laws of 1865, entitled “An act to 
 change the name of the Mutual Life Insurance Company of the State 
 of Wisconsin,” approved January 20, 1865, an d all provisions of the 
 act of which this act is amendatory, conflicting with the provisions of 
 this act are hereby repealed. 
 
228 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 3. 
 passage. 
 
 This act shall take effect and be in force from and after its 
 
 J. M. BINGHAM, 
 
 Speaker of the Assembly. 
 THAD. C. POUND, 
 
 President of the Senate. 
 
 Approved March 15, 1870. LUCIUS FAIRCHILD, 
 
 Governor. 
 
 Amendment of 1882. 
 
 The people of the State of Wisconsin, represented in Senate 
 and Assembly, do enact as follows : 
 
 Sec. 1. [Date of Annual Meeting.] — The annual meeting of the 
 members of the Northwestern Mutual Life Insurance Company to be 
 held in the year 1883, for the purpose of electing trustees and officers 
 thereof, shall be held on the third Wednesday of July, 1883, and such 
 annual meetings shall thereafter be held on the third Wednesday of 
 July in each year, and the trustees elected at each annual election here- 
 after held, shall hold their respective offices for four years unless 
 sooner removed according to law. except such as may be elected to 
 fill vacancies, who shall hold their respective offices until the expira- 
 tion of the term of office of the class of trustees to which they may 
 respectively belong. The trustees now in office shall hold their re- 
 spective offices until the day of the annual election at which their suc- 
 cessors are to be elected, pursuant to this section, and the present 
 officers shall hold their respective offices until the annual meeting to 
 be held on the third Wednesday of July, A. D. 1883, unless sooner 
 removed according to law. 
 
 Sec. 2. This act shall take effect and be in force from and after 
 its passage and publication. g AMUEL S FIFIELD 
 
 President of the Senate. 
 FRANKLIN L. GILSON, 
 Speaker of the Assembly. 
 
 Approved March 23, 1882. J. M. RUSK, 
 
 Governor. 
 
 Amendment of 1885. 
 
 The people of the State of Wisconsin, represented in Senate and 
 Assembly, do enact as follows : 
 
 Sec. 1. [Defining its Real Estate Purchases.] — Sec. 3 of an act 
 entitled “An act to incorporate the Mutual Life Insurance Company of 
 the State of Wisconsin.” approved March 2, 1857, is hereby amended 
 
NORTHWESTERN MUTUAL LIFE. 
 
 229 
 
 by striking out the word “immediate” in the eighth line of said section, 
 and also by striking out the word “six” in the twenty-fifth line of said 
 section, and inserting in lieu thereof the word “ten,” and by adding to 
 said section the following, viz. : “unless said corporation shall procure 
 a certificate from the Commissioner of Insurance of this State that it 
 will suffer materially from a forced sale thereof, in which event the 
 sale may be postponed for such period as such Commissioner may 
 therein direct ; provided, that whenever any real estate occupied by said 
 corporation in the transaction of its business shall no longer be re- 
 quired for that purpose, by reason of the occupation of other real estate 
 for the same purpose, or for any other cause, such real estate shall be 
 sold within ten years after the time it shall cease to be so occupied, 
 subject, however, to the right of postponement above mentioned ;” so 
 that said section, when amended, shall read as follows, viz. ; “Sec. 3. 
 The corporation hereby created shall have the power to insure the lives 
 of its respective members, and to make all and every insurance apper- 
 taining to, or connected with life risks, and to grant and purchase an- 
 nuities. The real estate which it shall be lawful for this corporation to 
 purchase, hold, possess and convey shall be : 
 
 “1. Such as shall be requisite for its accommodation in the con- 
 venient transaction of its business. 
 
 “2. Such as shall have been mortgaged to it in good faith, by way 
 of security for loans previously contracted, or for money due. 
 
 “3. Such as shall have been conveyed to it in satisfaction of debts 
 previously contracted in the course of its dealings. 
 
 “4. Such as shall have been purchased at sales upon judgments, de- 
 crees or mortgages obtained, or made for such debts. The said cor- 
 poration shall not purchase, hold or convey real estate in any other 
 case, or for any other purpose ; and all such real estate as shall not be 
 necessary for the accommodation of said company in the convenient 
 transaction of its business shall be sold and disposed of within ten 
 years after the said company shall have acquired title to the same, 
 unless said corporation shall procure a certificate from the Commis- 
 sioner of Insurance of this State that it will suffer materially from a 
 forced sale thereof, in which event the sale may be postponed for such 
 period as such Commissioner may therein direct ; provided, that when- 
 ever any real estate occupied by said corporation in the transaction of 
 its business shall no longer be required for that purpose, by reason of 
 the occupation of other real estate for the same purpose or for any 
 other cause, such real estate shall be sold within ten years after the 
 time it shall cease to be so occupied, subject, however, to the right of 
 postponement above mentioned.” 
 
230 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 2. This act shall take effect and be in force from and after 
 its passage and publication. 
 
 SAMUEL S. FIFIELD, 
 
 President of the Senate. 
 HIRAM O. FAIRCHILD. 
 
 Speaker of the Assembly. 
 
 Approved March 31, 1885. J. M. RUSK, 
 
 Governor. 
 
 Amendment of 1887. 
 
 The people of the State of Wisconsin, represented in Senate and 
 Assembly, do enact as follows : 
 
 Sec. 1. [May Invest in Mortgage Bonds or Notes.] — Sec. 10 of 
 chapter 129 of the private and local laws of 1857, entitled “An act to 
 incorporate the Mutual Life Insurance Company of the State of 
 Wisconsin," approved March 2, 1857, as amended by Sec. 3 of chapter 
 323 of the general laws of 1863 is hereby amended by inserting the 
 words “or notes’ after the word “bonds” in the fifth line of said Sec. 
 3, and by striking out the word “or,” in the seventh line of said Sec. 
 3. and inserting in lieu therefore the word “of,” so that said Sec. 10. 
 when amended, shall read as follows, viz. : “Sec. 10. The whole of 
 
 the premiums received for insurance by said corporation, except as 
 provided for in the following section, shall be invested in bonds or 
 notes secured by mortgages on unencumbered real estate. The real 
 estate or property to secure such investment of capital, shall in every 
 case, be worth twice the amount loaned thereon.” 
 
 Sec. 2. [Regulating Dividends to Policyholders.] — Sec. 13 of said 
 chapter 129, as modified and amended l}y Sec. 5 of chapter 323 of the 
 general laws of 1863. is hereby amended by striking out that part of said 
 Sec. 13, from the beginning thereof to and including the words “the 
 same” in the twelfth line thereof, and by striking out that part of said 
 Sec. 5 from the beginning thereof to and including the words “may 
 determine” and by inserting in lieu thereof the words “the said com- 
 pany may make distribution of its surplus or profits, on equitable prin- 
 ciples, annually, or once in two, three, four or five years, in such 
 amounts as the trustees thereof may determine. In determining the 
 amount to be distributed, they shall hold such funds in reserve, as 
 they may consider sufficient to enable the company to meet its obli- 
 gations, but in no case less than the aggregate net value of all the out- 
 standing policies, computed by the American Experience Table, with 
 interest not exceeding four and one-half per cent;” so that said Sec. 13. 
 when amended shall read as follows, viz.: “Sec. 13. The said com- 
 
NORTHWESTERN MUTUAL LIFE. 
 
 2 3 I 
 
 pany may make distribution of its surplus or profits, on equitable prin- 
 ciples, annually, or once in two, three, four or five years, in such 
 amounts as the trustees thereof may determine. In determining the 
 amount to be distributed, they shall hold such funds in reserve as they 
 may consider sufficient to enable the company to meet its obligations, 
 but in no case less than the aggregate net value of all the outstanding 
 policies, computed by the American Experience Table, with interest 
 not exceeding four and one-half per cent. The dividend of profits, 
 when so made, may, at the option of each member entitled thereto, and 
 with the consent of the board of trustees, be appropriated to the pur- 
 chase of additional insurance, or in reduction of, or toward the pay- 
 ment of annual premiums, or credited to, the insured, to be paid over 
 at the decease of the insured to the person entitled to receive the same, 
 in the same manner and upon the same condition as the amount in- 
 sured by the policy of such member. Any member who would be en- 
 titled to share in the profits who shall have omitted to pay any pre- 
 mium or any periodical payment due from him to the company may be 
 prohibited by the trustees from sharing in the profits of the company. 
 No member except officers of the company and agents thereof shall be 
 personally liable for the losses of the company, and such officers and 
 agents severally shall be liable, but only for the losses arising by reason 
 of their own respective neglect or misconduct. 
 
 Sec. 3. [Repeal of Section Relating to Married Women.] — Sec. 
 17 of said chapter 129, relating to insurance for the benefit of married 
 women, is hereby repealed. 
 
 Sec. 4. This act shall take effect and be in force from and after its 
 passage and publication. 
 
 CHARLES K. ERWIN, 
 President pro tern, of the Senate. 
 
 T. B. MILLS, 
 
 Speaker of the Assembly. 
 
 Approved April 6, 1887. J. M. RUSK, 
 
 Governor. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. 1. Meetings of Trustees. — Stated meetings of the trustees shall be held 
 at the general office of the company, in the city of Milwaukee, on the last 
 Wednesday in the month of January, and the third Wednesday in the months 
 of April, July and October, and on the Tuesday next preceding the third Wed- 
 nesday in July in each year; which meetings shall be held at 2:30 o’clock p. m., 
 except that the meeting on the third Wednesday in July shall be held at 4 
 o’clock p. m., and a report shall be made to them, by the president, of the 
 business of the company during the previous quarter — stating particularly the 
 
2 3 2 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 contracts that have been made, the sums of money that have been received, 
 and on what account, and the manner in which the same have been invested or 
 paid, and the amount remaining on hand; and a general balance sheet shall be 
 submitted, exhibiting a full statement of the funds, investments, payments and 
 all claims for losses. Similar reports shall be prepared monthly, which shall 
 be open to the inspection of any member of the board. 
 
 Sec. 2. Annual Meeting. — The meeting on the third Wednesday in July 
 shall be the annual meeting for the election of the officers, and the appointment of 
 the standing committees hereinafter designated, and for the transaction of such 
 other business as pertains to annual meetings of the board. If for any cause 
 the annual meeting of the trustees shall not be held at the time appointed, or 
 being held, there shall be a failure to elect officers and appoint standing com- 
 mittees, such officers and committees may be elected and appointed at the next 
 subsequent quarterly meeting, or at a meeting specially called for that purpose, 
 of which notice shall be given as provided in section 3 of these by-laws. 
 
 Sec. 3. Special Meetings. — The president may call a special meeting of the 
 trustees, in his discretion, and he shall call a special meeting whenever three 
 of the trustees shall request him in writing to do so. All special meetings shall 
 be called by a written or printed notice to each trustee, delivered to such 
 trustee in person or deposited in the postoffice at Milwaukee, directed to the 
 person for whom intended, not less than five days previous to the day of meet- 
 ing. 
 
 Sec. 4. Quorum. — Nine trustees shall constitute a quorum for the transac- 
 tion of business. 
 
 Sec. 5. Vacancies. — Vacancies in the board of trustees may be filled by the 
 board at the next or subsequent meeting thereof after such vacancy shall occur. 
 Notice of an election shall be inserted in the call issued to the trustees for the 
 meeting. 
 
 Sec. 6. Officers. — The officers of the company shall consist of a president, 
 vice-president, second vice-president, third vice-president, secretary, assistant 
 secretary, second assistant secretary, actuary, associate actuary, assistant actuary, 
 medical director, assistant medical director, auditor, counsel, assistant counsel, 
 superintendent of agencies and assistant superintendent of agencies. 
 
 Standing Committees. — The standing committees of the company to be 
 chosen by the board of trustees shall be; 
 
 Executive Committee. — 1. An executive committee, consisting of ten trus- 
 tees, two of whom shall be the president and vice-president. Six members of 
 the committee shall constitute a quorum. 
 
 Finance Committee. — 2. A finance committee, consisting of seven trustees, 
 two of whom shall be the president and vice-president. Four members of said 
 committee shall constitute a quorum. 
 
 Examining Committee. — 3. An examining committee, consisting of three 
 trustees, one of whom shall be elected each year for a term of three years. 
 
 Terms of Office of Officers and Standing Committees. — The officers and the 
 executive and finance committees herein designated shall hold their offices 
 until the next annual meeting of the board after their appointment, and until 
 their successors shall have been appointed. 
 
 Sec. 10. Funds Disbursed by Check. — The funds of the company shall be 
 disbursed only upon the check of the president, or other officer authorized by 
 the by-laws to sign checks, countersigned by the secretary, or the assistant sec- 
 
NORTHWESTERN MUTUAL LIFE. 
 
 233 
 
 retary, or the second assistant secretary. The president, vice-president, second 
 vice-president and third vice-president shall have authority to sign and indorse 
 checks and to execute and acknowledge on behalf of the company, convey- 
 ances, contracts, releases, assignments, receipts and all other papers and in- 
 struments relating to the business of the company. 
 
 Sec. 19. Powers of Executive Committee. — The executive committee shall 
 possess all the power and authority, when the board of trustees is not' in session, 
 which the board of trustees does or can possess when in session by virtue of the 
 act of incorporation or any other act affecting the powers and authority of the 
 corporation or its trustees, or by virtue of these by-laws or any law of this 
 State, and shall have authority in its discretion to limit the amount to be insured 
 on any one life. The committee shall keep a record of all its transactions, which 
 shall be read at each quarterly meeting of the board of trustees, and the board 
 of trustees, at such quarterly meeting, shall have the same power to disapprove, 
 rescind and annul any act or transaction of the executive committee, that they 
 would have to disapprove, rescind or annul any previous act or transaction of 
 the board of trustees ; and all the acts and transactions of the executive com- 
 mittee not disapproved, rescinded or annulled shall be held and taken to be 
 approved and confirmed by the board of trustees. 
 
 Sec. 20. Powers of Finance Committee. — The finance committee shall have the 
 charge of investing and managing the company’s assets. It shall direct what 
 loans may be made, fix the terms and conditions thereof, determine all applica- 
 tions for the extension of the time of payment or other modification of the terms 
 of conditions of outstanding loans ; shall have power to declare the principal 
 of notes, bonds, mortgages, security and trust deeds wholly due and payable for 
 default in the payment of any installment of principal or interest thereof, or for 
 breach of any covenant or condition therein contained, in accordance with the 
 provisions thereof; and shall also have power to authorize the sale and assign- 
 ment of certificates of foreclosure sales held by the company. The committee 
 may order the purchase, sale, exchange or other transfer of bonds or other 
 securities in which the company is authorized by law to invest its funds, as it 
 may from time to time deem expedient, and may do all such acts and things as it 
 may consider necessary or proper in the investment and management of the 
 company’s assets. 
 
 The finance committee may appoint, annually, a committee to be known as the 
 bond committee, which committee shall consist of the president and vice-presi- 
 dent and such other officer, or member of the board of trustees, as the finance 
 committee shall determine, and such sub-committee shall have power to order 
 and contract for the purchase or sale or exchange by the company of all such 
 United States, State, county, city, town, school district, railroad or other bonds, 
 as it is or may be authorized by law to purchase, subject to such directions as 
 may be given in relation thereto by the finance committee from time to time. 
 
 And the finance committee may either itself fix prices and rentals and authorize 
 the sale and conveyance and renting of such real estate as may be owned by the 
 company, not requisite for its accommodation in the convenient transaction of 
 its business, and direct the repairs upon the company’s real estate whenever 
 repairs may be deemed necessary, or may appoint a sub-committee, to be known 
 as the real estate committee, with like powers, which real estate committee shall 
 consist of at least three (3) members, two of whom shall be members of the 
 finance committee, and one of whom shall be the auditor and shall be appointed 
 annually so long as the finance committee shall deem it advisable. 
 
234 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 The finance committee shall keep a record of all its transactions, which shall 
 be read at each quarterly meeting of the board of trustees, unless otherwise 
 ordered, and the board of trustees at such quarterly meeting shall have the same 
 power to disapprove, rescind or annul any act or transaction of the finance com- 
 mittee that they would have to disapprove, rescind or annul any previous act or 
 transaction of the board of trustees, and all acts and transactions of the finance 
 committee not disapproved, rescinded or annulled shall be held and taken to be 
 approved and confirmed by the board of trustees. 
 
 Sec. 21. Fiscal Year; Examining Committee. — The fiscal year of the company 
 shall correspond with the calendar year. The examining committee shall, pre- 
 vious to the January meeting in each year, make an examination for the preced- 
 ing year, of the company’s affairs and assets, and report to the board at its 
 meeting in January the results of such examination; which report shall cover 
 the business of the company for the preceding fiscal year, exhibiting in detail the 
 amount and condition of the assets and securities of the company at the close 
 thereof. The books and accounts of the company shall be examined as often as 
 once in each quarter by one or more expert accountants to be designated by the 
 executive committee, who shall examine and verify with exactness all entries and 
 accounts of receipts, disbursements and expenditures for the preceding quarter, 
 and on completion of their examination shall make report thereof to the 
 committee. 
 
 Sec. 22. There shall be a committee on insurance and agencies, consisting of 
 the president, vice-president, second vice-president, secretary, actuary and super- 
 intendent of agencies, four of whom shall constitute a quorum, and such com- 
 mittee shall have authority to consider and approve or reject applications for 
 insurance and claims of every nature arising under or relating to insurance 
 policies, presented to it for consideration, and shall also have power to act upon 
 and determine questions pertaining to the insurance branch of the company’s 
 business submitted by any department. Such committee shall also advise and 
 confer with the superintendent of agencies in regard to the management of the 
 business in his charge, and the employment of agents and the fixing of their 
 compensation. 
 
 The superintendent of agencies shall have general charge and supervision of 
 the insurance agencies of the company and may make commission and broker- 
 age contracts with agents within such limits as to territory, terms or compensa- 
 tion as the committee may prescribe, without submitting them to the committee 
 for approval, but no salary or guarantee contract or any contract providing for 
 an advance to the agent, to be repaid out of his commissions on first or renewal 
 premiums, shall be made with any insurance agent unless the same shall be sub- 
 mitted to and approved by said committee. * * * * 
 
 Sec. 23. Bonds of Officers. — The president, vice-president, second vice-presi- 
 dent and third vice-president, and the secretary, assistant secretary, and second 
 assistant secretary shall each give a bond or bonds for the faithful performance 
 of their respective duties, and to account for and pay over all funds which may 
 come to their hands respectively, as such officers, in such sums and with such 
 sureties as shall be prescribed and approved by the board. Every bond so taken 
 shall be so drawn as to remain in force until another bond or bonds shall be 
 substituted and approved by the board, and such bond or bonds, after each 
 annual election, shall be submitted to the board. 
 
 Sec. 24. Reports of Committees. — Every report of a committee shall be in 
 
NORTHWESTERN MUTUAL LIFE. 
 
 
 writing and signed by all the members of the committee assenting thereto, and 
 all reports shall be recorded by the secretary. 
 
 Sec. 25. No Loans on Unimproved Country Real Estate. — Investments of the 
 company’s funds may be made in the form of notes as well as bonds, secured by 
 mortgage or security or trust deeds of unincumbered real estate, and no loans 
 shall be made by the company on security of agricultural lands, except on im- 
 proved farms, and then not beyond half the value of the property offered as 
 security, exclusive of the buildings. 
 
 Sec. 26. Time Interest or Matured Principal. — No interest, or matured prin- 
 cipal, shall be allowed to remain due longer than six months, on any note or 
 bond and mortgage to the company, without a foreclosure or suit being directed 
 by the president, unless the finance committee authorize a longer delay. 
 
 Sec. 27. Valid Payment of Bonds Secured by Mortgage. — No payment of the 
 principal of notes or bonds secured by mortgage on, or security or trust deed of, 
 real estate shall be deemed valid, except upon the joint receipt of the president 
 and secretary, or other officers authorized by the by-laws to sign receipts, and this 
 shall be incorporated in the note or bond as part of the contract. 
 
 Sec. 28. Titles Examined and Approved by Counsel. — Before any loan is 
 made the title of the property proposed to be mortgaged shall be examined and 
 approved by the counsel, and the mortgage, trust deed or security deed, and 
 accompanying note or bond shall be duly executed under the supervision of 
 counsel or of such authorized agent of the company as the president shall ap- 
 prove. And before or at the time any money is paid to the applicant on account 
 of the loan, the mortgage, trust deed, or security deed, shall be duly filed for 
 record in the proper office, the abstract of title showing all conveyances affecting 
 the premises, together with original searches for judgment, mortgage and other 
 liens annexed, and also liens for taxes and assessments, and exhibiting a clear, 
 perfect and unincumbered title in fee in the applicant, shall be continued to the 
 time of such payment. The requisite policies of fire insurance shall also be 
 furnished, and such other things shall be done and steps taken under the direc- 
 tion of the president as in his judgment may be deemed necessary to make 
 perfect the company’s security and protect its interests. Payment may be made 
 and the loan closed through the company’s accredited agent appointed for the 
 purpose, but in such manner as the president shall direct. 
 
 Sec. 29. Inspectors of Annual Election. — The board of trustees shall, at their 
 last stated meeting previous to the annual election, appoint three of the mem- 
 bers of said corporation who are not trustees as inspectors of said election, and 
 they may authorize the president to appoint substitutes in case one or more of 
 said inspectors declines or fails to attend. 
 
 In case said meeting shall fail to take place, the president may call a special 
 meeting for the purpose aforesaid, of which special notice shall be given. 
 
 Sec. 30. No Commissions for Procuring Loans. — No commissions, direct or 
 indirect, shall be received by any officer, agent or employee of this company for 
 procuring or facilitating loans from the company. 
 
 Sec. 31. Alteration of By-Laws. — The by-laws may be altered at any special 
 meeting called for that purpose. 
 
 Sec. 32. Previous By-Laws Repealed. — The by-laws of this company hereto- 
 fore adopted are hereby repealed. 
 
23 6 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 THE PACIFIC MUTUAL INSURANCE COMPANY OF 
 CALIFORNIA. 
 
 [Certificate of Incorporation.] — Know all men by these presents, 
 that we, the undersigned, do certify that we have associated ourselves 
 for the purpose of forming a company under and by virtue of the pro- 
 visions of an act of the Legislature of the State of California, entitled 
 “An act to provide for the incorporation of mutual insurance com- 
 panies, for the insurance of lives or health of individuals, or against 
 accidents to them,” approved April 2, A. D. 1866. and any act sup- 
 plementary thereto or amendatory thereof. 
 
 That, in conformity with the requirements of said act, we hereby 
 further certify that the corporate name of said company is and shall 
 be “The Pacific Mutual Life Insurance Company of California.” 
 
 [Capital Stock.] — That the amount of its capital stock shall be 
 $100,000. That the number of shares of which said capital stock shall 
 consist shall be one thousand, of $100 each. 
 
 [Term of Charter.] — That the term of its existence shall be seventy- 
 five years, from and after the date of the filing of this certificate in the 
 office of the county clerk of Sacramento county. 
 
 [Number of Directors.] — That the number of directors who shall 
 manage the concerns of the company for the first year shall be fifteen, 
 and their names are: Leland Stanford, James Carolan, H. H. Hartley, 
 B. F. Hastings, Leonard Goss, G. R. Moore, Samuel Lavenson, New- 
 ton Booth, P. H. Russell, D. W. Earl, H. F. Hastings, E. B. Kenyon. 
 J. H. Carroll, Robert Hamilton, Conrad Weil. 
 
 [Location of Company.] — That the office of the company shall be 
 located in the city of Sacramento, county of Sacramento, and State of 
 California. 
 
 [Character of Busness.] — That the object for which this company 
 is formed and organized is to make insurance upon any and all of the 
 risks, and to do any and all of the business, mentioned and provided 
 for in the act hereinbefore named. 
 
 [Names of Incorporators.] — In witness whereof, we have hereunto 
 set our hands and seals, at the city of Sacramento, the twenty-eighth 
 day of December. 1867. Leland Stanford, president Central Pacific 
 Railroad Company, Sacramento ; James Anthony, proprietor Sacra- 
 mento “Union” ; Paul Morrill, proprietor Sacramento “Union” ; Mark 
 
PACIFIC MUTUAL LIF£. 
 
 2 37 
 
 Hopkins, of Huntington, Hopkins & Co., Sacramento ; H. H. Hartley, 
 attorney-at-law, Sacramento; B. F. Hastings, banker, San Francisco; 
 Thos. Findley, banker, Grass Valley; G. R. Moore, attorney-at-law, 
 Sacramento; James Carolan, merchant, Sacramento; Robert Hamilton, 
 of Baker & Hamilton ; P. H. Russell, merchant ; H. F. Hastings, 
 banker; L. Goss, of Goss & Lambard, Sacramento Iron Works; Theo. 
 Millikin, merchant, Sacramento; J. M. Frey, M. D., Sacramento; G. 
 
 C. Hall, merchant, Sacramento; S. Lavenson, merchant, Sacramento; 
 G. W. Locke, merchant, Sacramento ; L. Elkus, merchant, Sacramento ; 
 
 D. Hollister, farmer, Sacramento ; S. D. Smith, contractor, Sacra- 
 mento ; H. C. Kirk, druggist, Sacramento ; D. W. Earl, merchant, Sac- 
 ramento ; J. H. Carroll, merchant, Sacramento ; Newton Booth, of 
 Booth & Co., merchant, Sacramento ; C. T. Wheeler, of Booth & Co., 
 merchant, Sacramento; John Conley, banker, Laporte, Cierra county, 
 Cal.; C. Weil, merchant, Sacramento; C. Crocker, superintendent, 
 Central Pacific Railroad Company ; E. B. Kenyon, capitalist, Sacra- 
 mento ; J. McClatchy, editor, The Sacramento Bee. Filed January, 2 
 1868. 
 
 By JOHN H. PARNELL, 
 
 Deputy Clerk. 
 
 E. D. SHIRLAND, 
 Clerk. 
 
 Preamble and Resolution. 
 
 Adopted at a regular meeting of the board of directors of The Pacific 
 Mutual Life Insurance Company of California, held in Sacra- 
 mento, September 12, 1881. 
 
 [Removal to San Francisco.] — Whereas, the holders of more than 
 two-thirds of all the capital stock in this corporation have given and 
 filed in the office thereof their consent in writing to the removal or 
 change of the principal place of business of the corporation from the 
 city and county of Sacramento to the city and county of San Fran- 
 cisco, in this State; and, whereas, in the judgment of this board, it 
 will be for the best interest of the corporation to make such change, 
 now, therefore, 
 
 Resolved, That the principal place of business of this corporation, 
 to wit ; The Pacific Mutual Life Insurance Company of California, be 
 changed from the city of Sacramento, in the county of Sacramento, to 
 the city and county of San Francisco; that such change take place on 
 Saturday, the eighth of October, 1881, and that the president and 
 secretary be, and are, hereby instructed to cause notice of such intended 
 change to be published in The Sacramento Daily Record— Union for 
 three successive weeks next preceding said eighth dav of October, i88r. 
 
CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 238 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. 1. The chief office and principal place of business of the company shall 
 be the city and county of San Francisco. 
 
 Sec. 2. The fiscal year shall commence the first of January and end the 
 thirty-first of December. 
 
 Sec. 3. The annual meeting of the stockholders of the company shall be 
 held at the principal office of the company on the first Tuesday after the second 
 Monday in February, of which notice shall be given by publication, once a week 
 for four weeks, in a newspaper printed and published in the city and county of 
 San Francisco. 
 
 Sec. 4. The board of directors shall consist of fifteen (15) members, one-third 
 of which number shall be elected each year and for the term of three years, or 
 until their successors are elected and qualified. The annual election of directors 
 of the company shall be held at the annual meeting of stockholders, and shall be 
 by ballot. The whole number of directors to be selected shall be voted for in 
 one ballot, and the persons who shall have the greatest number of votes, the 
 same being a majority of all votes cast, shall be the directors elected. If it should 
 so happen that at any election the whole number of directors voted shall not be 
 elected because of two or more persons receiving an equal number of votes, or 
 from any other cause, then the said stockholders of the company shall proceed 
 to another ballot for such number of persons as shall be required to complete the 
 whole number of directors to be elected, and shall continue to ballot from day to 
 day until such number be elected. A ballot cast for a person wdio is not eligible 
 to be a director shall be considered a blank as to that name. 
 
 Sec. 5. The board of directors shall meet, if a quorum be present, immedi- 
 ately after the adjournment of the annual meeting of the stockholders of the 
 corporation, for the purpose of organization, the election of officers, and appoint- 
 ment of an executive committee for the ensuing year, and for such other busi- 
 ness as may then come before the board. 
 
 Sec. 6. Each director shall be a citizen of this State, and the owner of not 
 less than ten shares of stock. If any director shall remove from the State, or 
 hold less than ten shares of stock, his office shall thereupon become vacant. A 
 vacancy in the board of directors shall be filled by the remaining directors. A 
 director so elected to fill a vacancy shall serve until the next annual election, at 
 which election a director shall be elected for the unexpired term. All vacancies 
 in the other offices of the company shall be filled by the board of directors for the 
 unexpired terms. 
 
 Sec. 7. The directors may prescribe the manner of holding elections, sub- 
 ject to the by-laws and the law of the State, and shall make provision for 
 voting by proxy, and the preparation of an alphabetical list of voters, and the 
 number of votes each is entitled to. No proxy shall be voted except by a 
 stockholder, and all proxies must be filed with the secretary at least twenty- 
 four hours previous to any meeting at which the same are to be voted. No 
 transfer of stock shall be entered upon the books of the company during or 
 within twenty-four hours previous to any meeting of stockholders. 
 
 Sec. 8. At a meeting of the board of directors, held immediately after the 
 annual meeting of the stockholders, the directors shall elect from their number 
 a president, a vice-president and a second vice-president; also five members, 
 who, together with the president, shall constitute the executive committee. 
 They shall also elect a medical director, who may, but need not, be a member 
 of the board ; an assistant medical director, secretary, and assistant secretary. 
 
PACIFIC MUTUAL LIFE. 
 
 239 
 
 who shall not be members of the board and such other additional officers as 
 from time to time they may deem necessary or desirable. The officers so elected 
 shall take office immediately, and hold office until their successors are elected and 
 qualified. In all elections by the board of directors, a majority of the votes cast 
 shall elect. The salaries of all officers of the company shall be fixed by the board 
 of directors. 
 
 At the regular meeting of the board of directors in March of each and every 
 year, there shall be appointed a special auditing committee, consisting of three 
 members of the board, whose duty it shall be to examine into the business and 
 condition of the company, and verify its last official annual statement ; such com- 
 mittee shall report in writing to the board of directors at their regular meeting 
 in April following. 
 
 Sec. 9. The board of directors, by a vote of two-thirds present at any regular 
 meeting, may remove any of the officers provided for in the by-laws; provided, 
 however, the motion for such removal can only be made at a regular meeting, 
 and final action shall not be taken thereon until the regular meeting following; 
 or may suspend any such officer immediately pending final action. 
 
 Sec. 10. The board of directors shall meet on the second Monday in each 
 month, and at such other times as they may adjourn to, or at the call of the 
 president or a majority of the executive committee, upon one day’s notice by 
 mail or personal service and a recital in the minutes of such notice by mail 
 or personal service, shall be conclusive that the same was given. At any meet- 
 ing of the board seven directors shall constitute a quorum to transact business. 
 Whenever the regular monthly meeting of the board falls on a legal holiday, 
 such meeting shall be held at the same hour on the following day. If at any 
 regular meeting less than a quorum is present, the number present thereat may 
 adjourn such meeting to any time or from time to time not beyond the next 
 regular monthly meeting. 
 
 Sec. 11. All meetings of the board of directors and of the executive com- 
 mittee shall be held at the office of the company. 
 
 Sec. 13. The president shall have the general direction and superintendence 
 of the affairs of the company and the custody of the corporate seal, and said 
 seal shall not, without his consent, be placed on any instrument, unless, after 
 he refuse to attach it, it is ordered to be attached by a vote of two-thirds of all 
 the members of the board of directors present at any meeting. The president 
 shall be executive head of the corporation, and ex-officio chairman of all stand- 
 ing committees. He shall preside at all meetings of the company, and of the 
 board of directors. He shall sign all checks, warrants, or orders for money, 
 and all certificates of stock, policies of insurance, annuities, endowments, deeds, 
 bonds, mortgages, or other instruments calling for money, or transferring or 
 incumbering property, or creating any obligation or liability, present or future, 
 positive or contingent, on the part of the company, excepting only receipts for 
 premiums of insurance, which shall be signed by either the president, a vice- 
 president, secretary or assistant secretary, and countersigned by the agent col- 
 lecting the same. Subject to the approval of the executive committee, the presi- 
 dent shall appoint and fix the salaries of all clerks and other employees not ap- 
 pointed by the board of directors, and may dismiss such clerks and employees : 
 he shall also vote the stock of any other corporation, the ownership of which stock 
 is in this company; or in conjunction with the secretary may execute a proxy for 
 the voting of such stock. 
 
 Sec. 17. The executive committee shall, within the limitation of and sub- 
 
240 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 ject to the laws of the State and by-laws of the company, and the rules, orders, 
 contracts and resolutions and approval of the board of directors, have control of 
 the moneys and other property of the company, of the investment of its funds 
 and all purchases and loans and the assumption of risks of insurance to 
 be made or taken by the company. It shall make rules and regulations 
 for its own government consistent with the by-laws, and subject to the 
 revision and approval of the board of directors. It shall be the duty of the 
 committee to procure a suitable office for the company, and such stationery, 
 books, forms and blanks as the business of the company may require; to hold 
 regular meetings once a w T eek at the office of the company, and special meetings 
 at the call of the president, a vice-president, or three members thereof. Three 
 members of the committee shall constitute a quorum to transact business, but 
 the committee shall make no loan, purchase or investment, without three 
 affirmative votes. The committee shall keep minutes of all proceedings and 
 report the same to the board of directors at the regular meetings of the board. 
 The minutes, and all the books and papers of the committee, shall, during 
 business hours, be subject to the examination of any member or committee of 
 the board of directors, or any expert appointed by said board. The commit- 
 tee shall have power to make contracts, and all contracts made with general. 
 State and district agents and branch office managers must be made subject to 
 their approval ; and no loan or advance shall be made to any such agent or man- 
 ager without the approval of the committee. They shall authorize the release of 
 mortgages or reconveyance of property held under trust deeds as security for 
 loans, upon final payment of the moneys secured by such mortgage or trust deed ; 
 and in their discretion, and by unanimous vote of all members present, to borrow 
 money, not exceeding in amount one hundred thousand dollars, for temporary 
 uses; employ counsel, employ and discharge servants, within the scope, of the 
 powers herein delegated. In case of a vacancy in the offices, or of the absence 
 or inability to serve of both president and vice-presidents or both secretary and 
 assistant secretaries, or of medical director and assistant medical director, oc- 
 curring during the interim between the regular meetings of the board of directors, 
 the executive committee shall have power to fill any such office by an appoint- 
 ment pro tempore until the next regular meeting of the board of directors, and the 
 officer so appointed shall have power while so acting to perform all the cavities of 
 the officer in whose stead he was appointed and is temporarily acting, and during 
 such appointment shall sign his name as such officer pro tempore. 
 
 Sec. 18. Loans. — All applications for loans must be made upon the com- 
 pany’s blank form, setting forth the amount desired, the time, character, and 
 value of security, and other particulars. Applications shall be considered by 
 the executive committee in the order of their filing with the secretary; and as 
 approved, the executive committee shall order the president and secretary to 
 sign checks to the order of the person desiring the loan, for the amount of the 
 same. 
 
 Sec. 19. When loans on real estate are authorized by the executive com- 
 mittee. the application for the loan, together wfith title to the property offered 
 as security, shall be considered by the attorney, who shall report thereon in 
 writing, noting peculiarities in the title or description of the property, and no 
 loan shall be made unless favorably reported upon by the attorney, except as 
 hereinafter otherwise provided. 
 
 Sec. 20. Before any money is paid out for authorized loans, the following 
 securities and documents must he lodged with the secretary, or an authorized 
 
PACIFIC MUTUAL LIFE. 
 
 241 
 
 agent of the company, duly certified by the attorney to be valid and correct, viz. : 
 
 1. The. note and mortgage or deed of trust duly recorded, or a certificate of the 
 proper recording officer that the same has been duly recorded or left for record. 
 It shall be the duty of the attorney who approves the mortgage to see that it is 
 properly executed and recorded. 
 
 2. The abstracts of title, containing examinations continued to the time of 
 making the loan, or the recording of the mortgage. There shall be attached to 
 the abstract such original searches, including assessor’s valuation, as may De 
 deemed necessary; searches made only to the date of the loan shall be subse- 
 quently continued to the recording of the mortgage. 
 
 3. Satisfactory policies of fire insurance, when required, shall be furnished by 
 the mortgagor. 
 
 4. When there are prior incumbrances to be paid out of any loan this company 
 may make on property, said incumbrances shall be first removed by the party to 
 whom the loan is to be made ; or this company may, on the written request of 
 said party, pay the amount of said incumbrance directly to the party holding it, 
 or his attorney in fact. 
 
 5. Payments on mortgages shall be confined strictly to the amounts approved 
 on the books of the executive committee. 
 
 6. When loans are made on assignment of a note and mortgage, the foregoing 
 provisions shall apply as far as may be practicable. 
 
 7. The executive committee may, in their discretion, waive the requirements in 
 respect to abstracts of title, and accept insurance of titles to real estate, offered 
 as security for loans, under indemnity contracts when issued by responsible title 
 insurance corporations. 
 
 Sec. 21. It shall be the duty of the president to give notice to the executive 
 committee of sales to be made under foreclosure of mortgages or trust deeds. 
 The president, or if he is unable to attend, some other person appointed by him, 
 shall be present to protect the interest of the company at such sale. All invest- 
 ments shall be made in the name of The Pacific Mutual Life Insurance Company 
 of California. 
 
 Sec. 22. The tables of the rates of insurance and the modes of payment shall 
 be determined, and may from time to time be altered, by the executive com- 
 mittee, but no such alteration shall affect any previous contract. 
 
 Sec. 23. Unless specially authorized by the executive committee, no risk on the 
 life of any one person shall be taken in excess of $15,000 under life policies and 
 $10,000 under accident policies, unless the excess be reinsured in some respon- 
 sible company. Any excess authorized by the executive committee shall apply 
 only to life policies, and shall not exceed the sum of $5000. 
 
 Sec. 24. All officers of the company shall give bonds in such sums as the 
 board of directors may require, and the board may from time to time change the 
 sums required, or require new securities to be given. 
 
 Sec. 25. The board of directors shall have power to fix and change the sal- 
 aries and rates of compensation to be paid to the officers thereof, and to members 
 of the executive committee ; but no member of the board shall be entitled to vote 
 on any question affecting his own salary or compensation. 
 
 Sec. 26. The by-laws may be amended by the board of directors by a vote 
 of the majority present, after the proposed amendment had been submitted and 
 approved at a regular meeting at least four weeks prior to the meeting at which 
 it is acted upon. 
 
242 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 THE PENN MUTUAL LIFE INSURANCE COMPANY. 
 
 An act to incorporate The Penn Mutual Life Insurance Company. 
 
 Sec. i. [Names of and Powers of Incorporators .] — Be it enacted 
 by the Senate and House of Representatives of the Commonwealth of 
 Pennsylvania in General Assembly met and it is hereby enacted by the 
 authority of the same, that James E. Richardson, John G. Brenner, 
 Richard S. Newbould, William M. Clark, William B. Cooper, John W. 
 Horner, Samuel C. Shepard, William A. Everly, Daniel L. Miller, Wil- 
 liam Robertson, Samuel Dutton, Daniel L. Hutchinson, Edward 
 Lukens, William Martin, Edmund A. Souder, Ellis S. Archer, William 
 B. Hart, Edward H. Trotter, Samuel E. Stokes, Benjamin Coates, 
 Theodore S. Paulding, Lewis Cooper, Samuel W. Weer, Charles 
 Schaffer, A. W. Harker, Joseph M. Thomas, William H. Carr and all 
 other persons who may hereafter associate with them in the manner 
 hereinafter prescribed shall be a body politic and corporate by the 
 name of “The Penn Mutual Life Insurance Company,” and by that 
 name shall have perpetual succession and may sue and be sued and 
 hold, purchase, receive and convey real and personal estate, (with the 
 limitations hereafter specified), and may make and use a common seal, 
 and alter or change the same at pleasure, and make by-laws not in- 
 consistent with any existing law for the management of its property 
 and the regulation of its affairs : but nothing herein contained shall 
 be construed to give unto the said corporation any banking powers or 
 privileges. 
 
 Sec. 2. [Business to be Transacted.] — In addition to the general 
 powers and privileges of a corporation, as the same are declared by 
 the foregoing section, the corporation hereby created, shall have the 
 power to insure the respective lives of its members and others, and to 
 make all and every insurance appertaining to or connected with life 
 risks of whatsoever kind or nature and to receive and execute trusts, to 
 make endowments, and to grant and purchase annuities. 
 
 Sec. 3. [May Purchase Real Estate.] — The real estate which it 
 shall be lawful for the said corporation to purchase, receive, hold and 
 convey shall be : 
 
 1. Such as shall be requisite for its immediate accommodation in 
 the convenient transaction of its business ; or, 
 
 2. Such as shall have been mortgaged to it in good faith, by way of 
 security for loans previously contracted, or for moneys due ; or, 
 
PENN MUTUAL LIFE. 
 
 243 
 
 3. Such as shall have been conveyed to it in satisfaction of debts 
 previously contracted, in the course of its dealings ; or, 
 
 4. Such as shall be purchased at sales upon judgments, decrees or 
 mortgages obtained or made for debts due said company or for debts 
 due other persons where said company have liens or incumbrances on 
 the same and the purchase is deemed necessary to save the company 
 from loss on the liens or incumbrances held by it. The said corpora- 
 tion shall not purchase, receive, hold or convey real estate in any other 
 case or for any other purpose, provided, that no real estate acquired 
 by the corporation, excepting that necessary for the transaction of 
 business, shall be retained by said corporation for a longer period than 
 five years. 
 
 Sec. 4. [Insurers Become Members.] — All persons who shall here- 
 after insure with the said corporation and also their heirs, executors, 
 administrators and assigns continuing to be insured in said corpora- 
 tion as hereinafter provided shall thereby become members during the 
 period they shall remain insured by the said corporation and no longer. 
 
 Sec. 5. [Board of Trustees and Officers.] — All the corporate 
 powers of the said company shall be exercised by a board of trustees 
 and such officers and agents as they may appoint. The board of trus- 
 tees shall consist of twenty-seven persons. They shall annually elect 
 from among the members of the corporation, a president and vice- 
 president, who shall continue in office for the term of one year, or until 
 others be elected in their stead ; and they shall have power to declare 
 by by-laws what number of trustees less than a majority of the whole, 
 but not less than six, shall be a quorum for the transaction of business. 
 
 Sec. 6. [The First Board.] — The persons named in the first sec- 
 tion of this act shall constitute the first board of trustees. 
 
 Sec. 7. [Trustees Divided into Classes.] — The trustees shall, at 
 their first meeting, divide themselves by lot into three classes of nine 
 each. The term of the first class shall expire at the end of one year ; 
 the term of the second class shall expire at the end of two years ; the 
 term of the third class shall expire at the end of three years, and so 
 on, successively, each and every year. The seats of these classes shall 
 be supplied by the members of the corporation, a plurality of votes 
 constituting a choice. This section shall not be construed to prevent 
 a trustee going out from being eligible to a re-election. The board of 
 trustees may fill any vacancies in their number occasioned by death or 
 resignation of the incumbent or his ceasing to be a member of the cor- 
 poration. The election for trustees shall be held on the first Monday 
 in January in each year, between the hours of ten and twelve o’clock 
 at such place in the city of Philadelphia as the board of trustees shall 
 
244 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 designate, of which place they shall give at least fourteen days’ pre- 
 vious notice in two of the public newspapers printed in said city ; and 
 the board of trustees shall, at the same time, appoint three members 
 of the said corporation not trustees to be inspectors to conduct such 
 elections, and if any of the said inspectors decline or fail to attend, the 
 trustees may appoint others to fill such vacancies. 
 
 Sec. 8. [Members Entitled to Vote.] — At the elections for trustees 
 each insured member for any sum paid in or secured as a premium of 
 insurance to said company during the year preceding said election 
 amounting to twenty-five dollars, shall have one vote, and for every 
 additional fifty dollars so paid one other vote. 
 
 Sec. 9. [Liability of Members Limited to Premiums Paid.] — Every 
 person who shall become a member of this corporation by effecting in- 
 surance therein shall, the first time he effects insurance, and before he 
 receives his policy, pay the rates that shall be fixed upon and determined 
 by the trustees ; no member shall be liable for any losses or expenses of 
 said company beyond the amount of the premium which he may agree 
 to pay said corporation. 
 
 Sec. 10. [Trustees to Fix Rates.] — The trustees may determine the 
 rates of premium and terms of insurance and the sum to be insured. 
 
 Sec. 11. [How Funds May Be Invested.] — It shall be lawful for 
 the said corporation to invest their premiums, profits and capital in 
 bonds and mortgages, ground rents, stocks and loans of the United 
 States and State of Pennsylvania, and to sell, transfer and change the 
 same, and reinvest the funds of the said corporation, when the trustees 
 shall deem it expedient. 
 
 Sec. 12. [May Change Investments.] — It shall also be lawful for 
 the said corporation to loan or invest, not exceeding twenty-five per 
 cent of their funds in loans or stocks of any incorporated city or bor- 
 ough or other good securities and the same to sell, transfer, change or 
 reinvest as the trustees may deem proper. 
 
 Sec. 13. [May Sue and Be Sued.] — Suits at law may be main- 
 tained by said corporation against any of its members, for any cause 
 relating to the business of said corporation ; also suits at law may be 
 prosecuted and maintained by any member against the said corpora- 
 tion for losses, by death, if payment is withheld more than three months 
 after the company is duly notified of such losses, and no member of the 
 corporation shall be debarred his testimony as a witness in any case on 
 account of his being a member of the said company; and no member 
 of the said corporation not being in his individual capacity a party to 
 such suit shall be incompetent as a witness in any such suit on account 
 of his being a member or an officer of said company. 
 
PENN MUTUAL LIFE. 
 
 245 
 
 SeC. 14. [Surplus to be Credited to Members.] — The officers of 
 said company, shall on the first Monday in January of every year, cause 
 a statement to be made of the affairs of the company and a balance to 
 be struck of the profit and loss account ; and if there is a surplus, after 
 paying all losses and expenses of the said company for the year pre- 
 ceding the same, they shall credit each member with such a proportion 
 of said surplus as the premiums paid by him, her or them on risks de- 
 termined may be to the aggregate amount of the premiums earned dur- 
 ing said year by the company. 
 
 Sec. 15. [Surplus to be Paid at Death of Members .] — And in case 
 of the death of any member of the said company the amount standing 
 to his credit at the time of his death, together with the amount of the 
 policy in his name, shall be paid over to his legal representatives or 
 assignees within sixty days; the profits and accumulation standing to 
 the credit of such persons as have ceased to be members by non-pay- 
 ment of premiums or a renewal of their policy agreeable to the by-laws 
 of the company, shall be forfeited for the use of the corporation. 
 
 Sec. 16. [Annual Statement to be Printed.] — Within thirty days 
 after the first Monday in January of every year it shall be the duty 
 of the officers of the company to cause to be made and printed, in at 
 least one daily newspaper published in the city of Philadelphia, a 
 general balance statement of the affairs of the said company and to 
 deliver to each member upon request a copy thereof. Such statement 
 shall contain : 
 
 1. The amount of premiums received and the amount derived from 
 interest on loans or investments during the same period. 
 
 2. The amount of the expenses of the company during the said 
 period. 
 
 3. The amount of losses incurred during said period. 
 
 4. The balance remaining with the said company. 
 
 5. The nature of the security on which the same is loaned and the 
 amount of cash on hand. 
 
 Sec. 17. [Location of Head Office.] — The business of the corpora- 
 tion shall be carried on at such place in the city of Philadelphia as the 
 trustees shall direct and at such agencies as they may establish. 
 
 Sec. 18. [Company May Purchase its Policies.] — No policy shall 
 be issued by said company until application shall be made for insurance 
 of sums on lives amounting in the aggregate to one hundred thousand 
 dollars at least ; and the trustees shall have the right to purchase for the 
 benefit of the company, all policies of insurance or other obligations 
 issued by the company. 
 
 Sec. 19. [Married Woman’s Policy.] — It shall be lawful for any 
 
246 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 married woman by herself and in her name or in the name of any 
 third person with his assent as her trustee to cause to be insured for 
 her sole use, the life of her husband for any definite period or for the 
 term of his natural life ; and in case of her surviving her husband the 
 sum or net amount of the insurance becoming due and payable 
 by the terms of the insurance, shall be payable to her, to and for her 
 own use free from the claim of the representatives of her husband or 
 any of his creditors. 
 
 Sec. 20. [In Case Wife Dies Before Her Husband.] — In case of 
 the death of the wife before the decease of her husband the amount of 
 the insurance may be made payable after death to her children for their 
 use and to their guardian if under age. 
 
 Sec. 21. [Penalty for Embezzlement.] — If any trustee or officer 
 of said institution shall fraudulently embezzle or appropriate to his own 
 use or to the use of any other person or persons any money or other 
 property belonging to the said institution, or left with the same as a 
 special deposit or otherwise, he or they on conviction thereof shall be 
 fined in a sum not less than the amount so appropriated or embezzled 
 and sentenced to undergo an imprisonment in the eastern penitentiary, 
 to be kept in separate and solitary confinement at labor for any term 
 not exceeding two years at the discretion of the court ; provided, that 
 this shall not prevent any person or persons aggrieved from pursuing 
 his, her or their civil remedy against such person or persons. 
 
 Sec. 22. [Legislature may Amend Charter.] — The legislature may 
 at any time alter or repeal this act in such manner, however, as shall 
 do no injustice to the corporators or injuriously affect any contract 
 or engagement made by or with the said company. 
 
 JAMES COOPER, 
 
 Speaker of the House of Representatives. 
 
 CH. GIBBONS, 
 
 Speaker of the Senate. 
 
 Approved the twenty-fourth day of February, 1847. 
 
 FRS. R. SHUNK. 
 
 Amendment of 1851. 
 
 A supplement to an act entitled “An act to incorporate the Penn Mutual 
 Life Insurance Company.” 
 
 Sec. 1. [Insured are Members Only While Insured.] — Be it en- 
 acted by the Senate and House of Representatives of the Common- 
 wealth of Pennsylvania in General Assembly met and it is hereby en- 
 acted by the authority of the same, that all persons who shall hereafter 
 
PENN MUTUAL LIFE. 
 
 247 
 
 insure with the Penn Mutual Life Insurance Company of Philadel- 
 phia, and continuing to be insured therein, shall thereby become mem- 
 bers during the period they shall remain insured by the said corpora- 
 tion and no longer. 
 
 Sec. 2. [ Number of Votes a Member is Entitled to.] — That at 
 
 elections for trustees, each insured member for any sum not less than 
 one dollar paid in or secured as a premium of insurance to said com- 
 pany during the year preceding said election, shall have one vote, and 
 for every additional fifty dollars so paid one other vote. 
 
 Sec. 3. [Extending Field of Investments.] — That it shall be lawful 
 for the said corporation to invest their premiums, profits and capital in 
 'bdnds and mortgages, ground rents, stocks and loans of the United 
 States and State of Pennsylvania, and also in all stocks created by or 
 under the laws of the United States or of this State or of any of the 
 other States of the Union, and to lend the same upon the security of 
 such stocks and to sell, transfer and change the same and to invest 
 the funds of said corporation when the trustees shall deem the same 
 expedient. 
 
 Sec. 4. [May Purchase Municipal Bonds.] — That it shall also be 
 lawful for the said corporation to lend or invest not exceeding fifty 
 per cent of their funds in loans or stocks of an incorporated city, dis- 
 trict or borough or other good securities and the same to sell, transfer, 
 change or reinvest as the trustees may deem proper. 
 
 Sec. 5. [Members to Receive Certificates for Surplus.] — That the 
 officers of said company shall, on the first Monday in January of each 
 year, or as soon thereafter as may be practicable, cause a statement to 
 be made of the affairs of the company ; and if, after paying all losses 
 and expenses of the said company and providing for outstanding risks 
 for the year preceding the same, there remains a surplus, each member 
 shall be entitled to such a proportion of the said surplus as the cash 
 premiums paid by such members may bear to the aggregate surplus so 
 declared ; the statement so made shall be binding upon all persons 
 entitled to receive certificates as hereinafter mentioned ; for the pro- 
 portionate share of each member so ascertained a certificate shall be 
 issued declaring him or them to be entitled to such a portion of the ac- 
 cumulated capital of the company, such certificates to be construed and 
 governed as hereinafter mentioned ; but no certificate shall be re- 
 deemed or paid off until the assets of the company amount to four 
 hundred thousand dollars ; no certificate shall be issued for a less 
 amount than ten dollars, or for any fractional part of ten dollars. 
 Whenever the accumulated capital shall exceed four hundred thousand 
 dollars, the excess may be applied from year to year thereafter toward 
 
248 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 the redemption of each year’s certificates in whole or in part as may be 
 determined on by the board of trustees, provided the assets of the com- 
 pany exceed the value of the policies in force to an amount equal to the 
 dividend or certificates to be paid off, but the certificates of a subsequent 
 year are not to be redeemed until those of a preceding year are pro- 
 vided for ; the trustees may at their discretion declare and pay interest 
 on such certificates at a rate not exceeding six per cent per annum. 
 
 Sec. 6. [Transfer of Certificates on Death of Member.] — That in 
 case of the death of any member of the said company the amount of 
 the policy in his name shall be paid to the party entitled thereto by the 
 terms thereof within sixty days thereafter ; the certificates of dividend 
 standing in his name or to his credit shall also be transferred at the 
 same time to the person legally entitled thereto, except that in the 
 case of any husband insuring his life for the benefit of his widow, in all 
 which cases the said certificates shall be transferred to the widow. But 
 the profits and accumulation standing to the credit of such persons 
 as have ceased to be members by non-payment of premiums, or a re- 
 newal of their policies agreeably to the by-laws, shall be deemed for- 
 feited for the use of the corporation. 
 
 Sec. 7. [Sections of Charter Repealed.] — That the sections of an 
 act entitled “An act to incorporate the Penn Mutual Life Insurance 
 Company” and numbered respectively sections four, eight, twelve,, 
 fourteen and fifteen be, and the same are hereby repealed. 
 
 JOHN CESSNA, 
 
 Speaker of the House of Representatives. 
 BENJAMIN MATTHIAS, 
 Speaker of the Senate. 
 
 Approved the eighteenth day of February A. D. 1851. 
 
 WM. F. JOHNSTON. 
 
 Amendment of 1853. 
 
 A further supplement to an act entitled “An act to incorporate the Penn 
 Mutual Life Insurance Company.” 
 
 Sec. 1. [Explanatory as to Investments.] — Be it enacted by the 
 Senate and House of Representatives of the Commonwealth of Penn- 
 sylvania in General Assembly met and it is hereby enacted by the 
 authority of the same that the third section of the act to which this 
 is a supplement shall not be so constructed as to prevent said com- 
 pany from purchasing, receiving, taking and holding as investments 
 and conveying the same any ground rents or life interests in real 
 estate, but the said company shall have authority to purchase, receive.. 
 
PENN MUTUAL LIFE. 
 
 249 
 
 take, hold and convey in fee simple or for any less estate from time to 
 time as they may deem fit, any and all ground rents and life estates in 
 any and all real property. ^ p SCHELL 
 
 Speaker of the House of Representatives pro tern. 
 THO. CARSON, Speaker of the Senate. 
 Approved the twenty-fourth day of February A. D. 1853. 
 
 WM. BIGLER. 
 
 Amendment of i860. 
 
 A supplement to an act to incorporate the Penn Mutual Life Insurance 
 Company. 
 
 Sec. 1. [Authorised to Buy Certain Property .] — Be it enacted by 
 the Senate and House of Representatives of the Commonwealth of 
 Pennsylvania in General Assembly met and it is hereby enacted by 
 the authority of the same, that the Penn Mutual Life Insurance Com- 
 pany be and are hereby authorized to take and hold the title in fee 
 simple to a certain messuage and lot of ground situated on the north 
 side of Chestnut street, between Ninth and Tenth streets in the city 
 of Philadelphia, containing in front on Chestnut street forty-eight feet 
 one and a half inches more or less and extending in depth northward 
 two hundred and twenty-two feet more or less to a forty-feet wide 
 court, and also at any time to grant, sell and convey the same, or any 
 part thereof in fee simple. 
 
 Sec. 2 [Authority to Act as a Trust Company.] — That all powers, 
 rights and privileges heretofore given to, conferred upon and now 
 exercised by the Pennsylvania Company for Insurances on Lives and 
 Granting Annuities, as to the receipt, custody and payment of trust 
 moneys, the acceptance and execution of trusts in the capacity of as- 
 signee, trustee, guardian, executor, administrator or committee of luna- 
 tics, be and the same are hereby given to and conferred upon the said 
 the Penn Mutual Life insurance Company to be exercised as fully in 
 all respects as the same are now held and exercised by the said the 
 Pennsylvania Company for Insurances on Lives and Granting An- 
 nuities ; subject, however, to all the restrictions and provisions of the 
 several acts of assembly conferring said powers in regard to the rate of 
 interest to be paid to depositors and the investments of trust funds. 
 
 JOHN M. THOMPSON, 
 Speaker of the House of Representatives. 
 WM. M. FRANCIS, 
 
 Speaker of the Senate. 
 
 Approved the twentieth day of March, A. D. i860. 
 
 WM. F. PACKER. 
 
250 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Amendment of 1864. 
 
 A further supplement to an act incorporating the Penn Mutual Life 
 Insurance Company. 
 
 Sec. 1. [Relative to Premium Notes.] — Be it enacted by the Sen- 
 ate and House of Representatives of the Commonwealth of Pennsyl- 
 vania in General Assembly met and it is hereby enacted by the 
 authority of the same, that all life premiums hereafter paid to the said 
 company whether by note or in cash, shall participate equally in such 
 division or surplus as shall hereafter be declared, in pursuance of the 
 provisions of Sec. 14 of the act of incorporation of the said the Penn 
 Mutual Life Insurance Company. 
 
 HENRY C. JOHNSON, 
 Speaker of the House of Representatives. 
 
 JOHN P. PENNEY, 
 
 Speaker of the Senate. 
 
 Approved the sixteenth day of March, A. D. 1864. 
 
 A. G. CURTIN. 
 
 Amendment of 1870. 
 
 A supplement to the act incorporating the Penn Mutual Life Insurance 
 Company of Philadelphia, granted February 24, 1847. 
 
 Whereas, the time allowed by the original charter of said company 
 for the election of trustees is inconveniently brief, and whereas, a dif- 
 ference of opinion has arisen respecting the legality of voting by proxy 
 at such election, and, whereas, experience has proved that the present 
 system of declaring dividends is unjust to the insured. 
 
 Sec. 1. [Time for Electing Trustees.] — Be it enacted by the 
 Senate and House of Representatives of the Commonwealth of Penn- 
 sylvania in General Assembly met, and it is hereby enacted by the 
 authority of the same, that the time for holding the election for trus- 
 tees of said company shall be between the hours of 10 A. M. and 3 
 P. M., instead of 10 A. M. and 12 M., as designated in Sec. 7 
 of the charter. 
 
 Sec. 2. [Insured Members Only Entitled to Vote.] — That the true 
 intent and meaning of Sec. 8 of said charter is that at the elections for 
 trustees of said company only such votes as are offered by insured 
 members in person shall be received and counted ; and that the term 
 “insured member” wherever the same occurs throughout the charter or 
 its supplements shall apply and extend only to the person or persons 
 who, by the policy, are the payers of the premium except where a wife 
 
PENN MUTUAL LIFE. 
 
 2 5 * 
 
 holds a policy on the life of her husband, in which case the husband 
 shall be allowed to vote at elections as an insured member. 
 
 Sec. 3. [May Pay Dividends in Cash or Scrip.) — That in lieu of 
 the manner of returning the surplus to insured members, as directed 
 by Sec. 14 of the original charter, it shall and may be lawful for said 
 company to return the same either in cash or in scrip or by rever- 
 sionary addition to the policies and in such sums as may express the 
 equitable proportion of the aggregate surplus to which each member 
 is entitled, according to the actual value of the premiums paid, which 
 sums shall be credited to the insured or received in reduction of pre- 
 miums as their annual premiums mature. 
 
 BUTLER B. STRANG, 
 Speaker of the House of Representatives. 
 
 CHARLES H. STINSON, 
 Speaker of the Senate. 
 
 Approved the eleventh day of March, A. D. 1870. 
 
 JOHN W. GEARY. 
 
 Notes. 
 
 Resolutions of December 17, 1872. 
 
 1. Resolved, That all endowment policies issued prior to January 1, 
 1870, on which the number of annual premiums contemplated in the 
 original policy has been paid, shall share equitably and proportionately 
 in the annual distribution for the policy year in which the last payment 
 is made and which shall be paid with the policy. 
 
 2. Resolved, That on and after the first day of January, 1873, in 
 the case of all ordinary life policies that may be thereafter forfeited for 
 non-payment of premium, the reserve or net value shall be ascertained 
 according to the actuaries’ table of mortality at four per cent interest, 
 and a paid-up non-participating policy shall be credited f o the insured 
 for such an amount as four-fifths of the net value will purchase as a 
 single premium at the then age of the insured ; said policy to be paid 
 at death or eighty ; pi ovided the claim is made within two years there- 
 after ; provided also, that in the case of note policies four-fifths shall be 
 deducted from the net value and the face of the notes taken therefrom ; 
 and the remainder of the said four-fifths applied to the purchase of a 
 paid-up non-participating policy as above; and also provided, that three 
 full annual payments have been made on the original policy before its 
 forfeiture. 
 
 Resolutions of February 6, 1878. 
 
 1. Resolved, That in the case of the lapse of limited payment life 
 
25 2 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 and endowment policies (new form March i, 1878), without surrender, 
 paid-up credits of the same kind as the original policies will be given 
 for the same amounts as would have been given in paid-up insurance 
 upon surrender. 
 
 2. Resolved, That in future all endowment and limited life policies 
 which have been issued by the Penn Mutual Life Insurance Company, 
 prior to March 1, 1878, upon application originally made to it, in case 
 of their lapse subsequent to January 1, 1878, for non-payment of pre- 
 mium, shall receive, without formal surrender, a credit of paid-up in- 
 surance on the books of the company according to the same rule and 
 with the same restrictions as are provided by resolution of this date for 
 policies of this class which may be issued after March 1, 1878. 
 
 Resolution of November 17, 1882 (as Amended March 7, 1894). 
 
 1. Resolved, That all ordinary forms of annual distribution poli- 
 cies, issued on and after January 1, 1883, and before July 1, 1894, shall 
 be non-forfeitable as follows : After two full years’ premiums are paid 
 in cash, if they should lapse, shall receive non-participating extension 
 for the full amount of the policy, based upon the reserve value, or a 
 paid-up non-participating policy on surrender by the then legal owner, 
 in writing, addressed to the home office within sixty days after lapse, 
 but on all such policies issued on and after July 1, 1894, the paid-up or 
 extension value shall not be allowed until after three full years’ pre- 
 miums shall have been paid in cash. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article 2. Stated meetings of the board of trustees shall be held at the 
 office of the company on the Wednesday after the first Saturday of every month 
 at four o’clock p. m., or at any other hour the board may appoint. 
 
 The president, or any five trustees, may call special meetings of the board 
 at such times as they may direct, and reasonable notice of such meetings, stat- 
 ing the object thereof, shall be sent to every trustee. At all meetings nine 
 trustees shall constitute a quorum for transacting business. 
 
 Article 3. As amended June 10, 1903. The officers of the company shall 
 be a president, a vice-president, a second vice-president, a secretary, a treasurer, 
 an actuary, and such other officers as the board of trustees shall from time to 
 time deem advisable to elect or appoint, none of whom shall be trustees, and 
 they shall attend the meetings of the board except when excused. On all 
 printed matter requiring their names, they shall be placed in the order as above. 
 
 The board, however, shall have authority to elect one and the same person 
 to be both secretary and treasurer, if the board shall so determine. 
 
 Article 4. At the stated meeting in November, the president shall appoint 
 five trustees to recommend at the next stated meeting a ticket to be voted at 
 the annual election. The recommendation of these trustees shall not be con- 
 strued as preventing the nomination of other candidates, but no candidate shall 
 
PENN MUTUAL LIFE. 
 
 2 53 
 
 be eligible to election until his nomination shall have been made in writing by 
 five or more of the insured members of the company, and such nominations 
 shall have been delivered to the president of the company or the board of trus- 
 tees at least fifteen days previous to the election. At the stated meeting in 
 December the place of holding the election for trustees shall be named by the 
 board and three members (not trustees) shall at the same time be appointed to 
 act as inspectors of the election for trustees to be held on the day fixed by the 
 charter (the first Monday in January). 
 
 Three alternates shall also be appointed who shall serve in the order named 
 in case any of the principals decline. 
 
 The persons so appointed shall receive the votes, count the same and report 
 in writing to the president the names of all persons voted for, with the number 
 of votes cast for each, and certify what persons have been duly elected; where- 
 upon the president shall immediately cause notice to be given to such trustees 
 of their election, and that the board will meet for the election of officers on 
 the first succeeding stated meeting; provided nevertheless that the officers 
 shall continue in office, and perform the duties thereof, until they shall be re- 
 elected or their successors duly qualified. 
 
 Article 5. In any election for president or other officers or employees of 
 the company, the votes of at least fourteen trustees shall be required to elect. 
 
 Article 6. All nominations to fill vacancies in the board of trustees shall 
 be made at a stated meeting of the board and acted on at a subsequent stated 
 meeting, the vote of at least fourteen trustees being required to elect. 
 
 Article 15. As amended June 10, 1903. The board of trustees shall be 
 divided into six standing committees of five members each, or of such other 
 number as the board may authorize, to be called the committees on finance, 
 claims, accounts, policies and premiums, agencies, and medical department; 
 they shall be appointed by the president annually, and be subject to such gen- 
 eral rules and regulations as the board may from time to time establish for 
 their government, and their decisions upon questions submitted to them shall 
 govern the officers in the performance of their duties; full minutes shall be kept 
 by their respective secretaries, and read at the meetings of the board; their 
 reports shall be made in writing. The president, vice-president, and the second 
 vice-president shall be ex-officio members of these committees. 
 
 Article 16. The committee on finance shall have authority to invest and 
 loan the funds of the company according to the charter, and to provide means 
 to meet claims against the company; the books and accounts shall at all times 
 be open to their inspection and examination; they shall have all the property 
 of the company under their special charge and care, and direct where the 
 moneys shall be deposited. 
 
 Article 24. No emolument whatever shall be received by any trustee, ex- 
 cept such fee, if any, as the trustees shall determine for attendance at stated 
 meetings of the board, for attendance at meetings of standing or special com- 
 mittees, or for services thereon, or as a commission or other compensation as 
 agent for procuring insurance, nor shall any trustee, officer, agent or employee 
 of the company be allowed, directly or indirectly, to borrow any money from 
 the company, except on pledge of his insurance policy, nor shall the company 
 purchase any notes, bonds or mortgages, or other securities, for the payment 
 of money drawn or endorsed by, or existing against, any trustee, officer, agent 
 or employee of the company; but nothing contained in this article shall be con- 
 
CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 2 54 
 
 strued to forbid the vice-president, with the approval of the committee on 
 agencies, from exercising his or their discretion in the matter of advances neces- 
 sary to be made to agents in the legitimate prosecution of the business of the 
 company, or the purchase by the company of the renewal interest of an agent. 
 
 Article 25. There shall be a minute of the yeas and nays on the decision 
 of all questions, whenever the same shall be required by any member of the 
 board. 
 
 Article 26. No alteration or amendment to the by-laws shall be made, un- 
 less submitted at a previous stated meeting; and to adopt such alterations or 
 amendments, the votes of at least fourteen trustees shall be required. 
 
PHCENIX MUTUAL LIFE. 
 
 2 55 
 
 PHCENIX MUTUAL LIFE INSURANCE COMPANY. 
 
 General Assembly, May Session, 1851. 
 
 Sec. 1. [Incorporators Empozvered .] — Resolved by this assembly, 
 that Barzillai Hudson, Benjamin E. Hale, James B. Hosmer, Thomas 
 S. Williams, Francis Gillette, Francis Parsons, Edson Fessenden, and 
 all others who may become associated with them as stockholders, as 
 hereinafter provided, their successors and assigns forever, be, and 
 they hereby are created and made a body corporate and politic, for the 
 purpose of life insurance, and for the other purposes hereinafter men- 
 tioned, by the name of the “American Temperance Life Insurance 
 Company,” and by that name shall be and hereby are empowered to 
 purchase, have, hold, possess and enjoy to themselves and their suc- 
 cessors, such lands, tenements, hereditaments, goods, chattels and 
 effects of every kind as may be necessary to the transaction of the busi- 
 ness of said company, and the same to grant, alien, sell, invest and dis- 
 pose of, to sue and be sued, plead and be impleaded in all courts of 
 justice, to have and use a common seal, and the same to change and 
 renew at pleasure, and to ordain and put in execution such by-laws and 
 regulations as they may deem proper for the well ordering and gov- 
 ernment of said corporation, and the transaction of its business ; pro- 
 vided, they be not repugnant to the laws of the United States, or of 
 this State, or to the provisions of this act of incorporation. 
 
 Sec. 2. [Capital Stock Authorised .] — That the capital stock of 
 said corporation shall be one hundred thousand dollars, with power to 
 increase the same at any time hereafter, by a vote of the majority of 
 stockholders at any stockholders’ meeting assembled, to two hundred 
 thousand dollars, and shall be divided into shares of fifty dollars each ; 
 and there shall be paid into the treasury of said corporation, by each 
 subscriber to said capital stock, at the time of subscribing for the same, 
 an instalment of five dollars on each share of stock by him subscribed 
 for; and a further instalment of three dollars on each share shall be 
 paid within twenty days after the organization of said company, and 
 the remainder of said shares so subscribed for shall, within twenty 
 days after the organization of said company, be secured to be paid 
 either by bond and mortgage on real estate, or by such endorsed prom- 
 issory notes as shall be approved of by the directors of said corpora- 
 tion and by the comptroller of public accounts of this State, and shall 
 
256 
 
 CHARTERS OF LTFE INSURANCE COMPANIES. 
 
 be payable in such times as the directors may determine, and such en- 
 dorsers shall have a lien on the stock for which such note or notes are 
 given. 
 
 Sec. 3. [Capital Stock Transferable .] — That the capital stock of 
 said corporation shall be transferable according to the rules and regu- 
 lations of the company, and if any subscriber of any share or shares of 
 said stock, shall neglect or refuse to pay the instalments as aforesaid, 
 or to secure the payment of the residue of the stock by him subscribed 
 as aforesaid, for the space of sixty days after the same shall become 
 due or required, and after he or they have been notified thereof, the 
 stock of such negligent stockholders shall be sold by the directors, at 
 public auction, giving at least twenty days’ notice thereof, in some 
 newspaper printed in Hartford, and the proceeds of such sale shall be 
 first applied in payment of the instalment called for, and the expenses 
 attending the sale, and' the balance, if any, shall be refunded to the 
 owner of said stock ; and such sale shall, in all respects, entitle the pur- 
 chaser to all the rights of a stockholder to the extent of the shares so 
 bought. 
 
 Sec. 4. [Character of Business Authorized.] — The said corpora- 
 tion is authorized and empowered to make insurances, predicated upon 
 the lives of persons, and on such terms and conditions as shall be from 
 time to time ordered and provided for by the by-laws of said corpora- 
 tion ; and to make contracts upon any and all conditions appertaining to, 
 or connected with, life risks, of whatever kind or nature, and policies 
 may be issued, stipulated to be with or without participation in profits 
 by the insured ; but all dividends which shall be declared upon such 
 insurances, or declared to stockholders, which are not claimed and 
 called for within six months after the same have been declared, shall 
 be advertised for at least three weeks in some newspaper printed in 
 Hartford, and if not demanded within one year after the publication 
 of said notice, shall become forfeited to said company. 
 
 Sec. 5. [Policies to Married Women.] — That policies may be 
 issued by said company to any married woman in her name, or in the 
 name of a third person as trustee, to cause to be insured the life of her 
 husband, for any given period, or for the term of his natural life ; and 
 in case of her surviving her husband, the sum or net amount of in- 
 surance shall be payable to her for her sole use and benefit, free from 
 any claims of either or any of the creditors or representatives of her 
 husband; and in case of death of the wife before the decease of the 
 husband, the amount of the insurance may be made payable after her 
 death to her child or children, for his, her or their benefit, or their 
 guardian or guardians, if under age. 
 
PHCENIX MUTUAL LIFE. 
 
 257 
 
 Sec. 6. [Married Women’s Policy Exempt from Creditors.]— That 
 policies of insurance issued by said company on the life of any person, 
 expressed to be for the benefit of a married woman, whether the same 
 be effected by herself or her husband, or by any other person in her 
 behalf, shall inure to her separate use and benefit, and that of her or 
 her husband’s children, if any, as may be expressed in said policies, in- 
 dependently of her husband and his creditors and representatives, and 
 also independently of any other person effecting the same in her behalf, 
 his creditors and representatives. 
 
 Sec. 7. [Child May Insure Life of Parent.] — That it shall be law- 
 ful for any child by himself or herself, and in his or her name, or in 
 the name of any third person as his or her trustee or guardian, to cause 
 to be insured for his or her sole use, the life of his or her parent ; and 
 the sum or net amount of the insurance becoming due and payable by 
 the terms of the insurance, shall be payable to him or her, and for his, 
 her or their own use, free from the claims of the representatives of 
 his or her parent, or any of his, her or their creditors. 
 
 Sec. 8. [Election of Directors.] — That the office of said company 
 shall be located in the city of Hartford, and the stock, property and 
 affairs of said corporation shall be managed and conducted by no less 
 than five, or more than eleven directors, a majority of whom shall re- 
 side in this State ; and after the first year, all to be chosen by ballot 
 from among and by the stockholders ; which directors, as also those of 
 the first year, shall hold their offices until .the first Tuesday in June 
 next ensuing their election or appointment, and until others are chosen 
 to supply their places ; and the annual meeting for the choice of di- 
 rectors shall be holden at the city of Hartford, on the first Tuesday in 
 June, or on such other day in the month of June as shall be determined 
 by the by-laws of said corporation. In the choice of directors as afore- 
 said, each stockholder present, or represented by his attorney, shall 
 be allowed one vote for each and every share of stock then held by 
 him, and none but stockholders shall be eligible to the office of director, 
 and a majority of said directors shall constitute a quorum for the trans- 
 action of business. 
 
 Sec. 9. [When Annual Election is Not Held.] — That if it shall so 
 happen that an election of directors of said corporation shall not take 
 place at the time of the annual meeting thereof in any year, said cor- 
 poration shall not be dissolved thereby, but an election may be had at 
 any time within one year thereafter, the time to be designated, and 
 notice thereof given by the directors ; and public notice, by order of 
 the directors, shall always be given, at least ten days previous to any 
 meeting of the stockholders, in a newspaper printed in Hartford, and 
 
2^8 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 in such other way as may be deemed expedient. And the president 
 shall have power to call special meeting of the stockholders, whenever 
 requested thereto by a majority of the directors. 
 
 Sec. 10. [Commissioners to Receive Subscriptions .] — That to 
 carry out the provisions of this act, and to organize the said corpora- 
 tion, Hezekiah S. Ramsdell, A. T. Judson and Amos M. Collins, be, 
 and they hereby are, appointed commissioners for the purpose of re- 
 ceiving subscriptions to the capital stock thereof and the first instalment 
 thereon; and, as such, are hereby authorized to receive such subscrip- 
 tions, and to close the subscription books of said company, when the 
 said capital stock shall be fully subscribed, or, in case the capital stock 
 shall be oversubscribed, to distribute and apportion the same among 
 subscribers, as the said commissioners shall deem proper ; and when 
 five hundred shares of said capital stock shall have been subscribed 
 for, and the first instalment aforesaid has been paid thereon, said stock- 
 holders may elect a secretary and six directors, who, with said secre- 
 tary, shall constitute the first board of directors, who shall hold their 
 offices, with all the powers given to directors by this act, until others 
 are chosen to supply their places ; and the directors may, after the stock 
 shall all have been subscribed for, issue a call for a meeting of the 
 stockholders, for the purpose of electing the remainder of the directors. 
 The directors shall adopt such by-laws, rules and regulations as may be 
 necessary and convenient for commencing and carrying on business 
 under this act. 
 
 Sec. 11. [The Directors to Choose Officers .] — That the directors 
 may choose a president, vice-president and secretary of their corpora- 
 tion, and appoint such other officers, clerks and agents and establish 
 such agencies, as shall be by them deemed advisable for conducting 
 the business of the company ; fix their compensatiohs, and take bonds 
 from any and all of them for the faithful performance of their duties, 
 and make such covenants and agreements as may be deemed necessary. 
 The president and vice-president shall be chosen from among the 
 directors, and shall hold their appointments for one year, and until 
 others are chosen to supply their places ; but the other officers, clerks 
 and agents of said company may be displaced and new ones appointed, 
 at the pleasure of the directors. In the absence or disability of the 
 president, the vice-president shall preside, and if both are absent or 
 disabled, the directors may choose a president pro tempore ; and in 
 case any vacancy shall occur in the board of directors, the remaining 
 directors may choose a director or directors from among the stock- 
 holders, to fill such vacancy, who shall hold their appointment until 
 others are chosen to supply their places. 
 
PHCENIX MUTUAL LIFE. 
 
 259 
 
 Sec. 12. [Policies With of Without Seal.] — That all policies of in- 
 surance or other contracts, authorized by this act, may be made with 
 or without the seal of said corporation, and shall be signed by the 
 president and secretary, and being so signed and executed shall be 
 binding and obligatory upon said corporation, according to the true 
 intent and meaning of such policies and contracts. 
 
 Sec. 13. [Investment of Capital.] — That the capital stock of said 
 corporation shall be invested either in loans upon bond and mort- 
 gages upon real estate, or in United States stocks, or any sound stocks 
 created by any State of this Union, or any incorporated city of this 
 State ; provided, that said corporation may loan or invest twenty-five 
 per cent of its capital upon and in indorsed promisory notes, not having 
 more than twelve months to run. 
 
 Sec. 14. [Company May Be Sued.] — That suits at law may be 
 maintained by any stockholder or person insured by said company 
 against said corporation, for losses or damages insured against by saidi 
 corporation, if payment shall be withheld more than sixty days after 
 the same shall be due and payable by the terms of the policy of in- 
 surance, or other contract, and after said corporation shall have been 
 duly notified of such loss or damage. 
 
 Sec. 15. [Legislature to Amend Charter.] — That this act may be 
 altered, amended or repealed, at the pleasure of the general assembly, 
 and nothing contained therein shall be so construed as to authorize said 
 company to engage in the business of banking. 
 
 1 
 
 Amendment of 1861. 
 
 Amending the charter of the American Temperance Life Insurance 
 Company of Hartford, Resolved by this Assembly. General 
 Assembly, May session, 1861. 
 
 Sec. 1. [Name of Company Changed.] — That the name of the 
 American Temperance Life Insurance Company be and the same is 
 hereby changed to the name of the Phoenix Mutual Life Insurance 
 Company ; and that the affairs of said company shall be managed by 
 not less than eleven nor more than thirty-six directors ; said company, 
 by its by-laws, may prescribe what number of its directors shall con- 
 stitute a quorum for the transaction of the business of the company. 
 
 Sec. 2. [New Company Assumes Liabilities of the Old.] — That 
 nothing herein contained shall, in any way, impair or affect any con- 
 tract, liability, obligation, or duty of the said American Temperance 
 Life Insurance Company, made, entered into or incurred, before the 
 alteration of said charter, with or to any other person or persons, cor- 
 
260 charters of life insurance companies. 
 
 poration or corporations, or of any other person or persons, corporation 
 or corporations, with or to said company, or any proceedings insti- 
 tuted or that shall be instituted to enforce any contract, obligation, lia- 
 bility or duty in favor of or against said corporation, but any and all 
 such contracts, obligations, liabilities, duties and proceedings, shall be 
 and remain valid and binding in all respects to the same extent, and 
 liable to be enforced by and against said company, by the name of the 
 Phoenix Mutual Life Insurance Company, in the same manner as if 
 none of the alterations of said charter contained in this resolve had 
 been made. 
 
 Sec. 3. [ Inconsistent Sections Repealed .] — This resolve shall go 
 into effect on the first day of July, 1861 ; and that so much of the 
 charter of the American Temperance Life Insurance Company as is 
 inconsistent with the above alterations be, and the same is hereby re- 
 pealed, and all other parts of the same, together with the foregoing 
 resolve, be the charter of the Phoenix Mutual Life Insurance Company. 
 
 Approved June 25, 1861. 
 
 Amendment of January, 1881. 
 
 That it is the business of the Phoenix Mutual Insurance Company of 
 Hartford, Conn., to invest its funds as allowed by law, and to hold all 
 real estate wherever situate, which shall have been, or shall hereinafter 
 be, obtained in compliance with the provisions of its charter, and all 
 such investments in and acquisitions of real estate are declared to be 
 necessary, suitable, and proper for carrying forward the chartered pur- 
 poses of said corporation. 
 
 Approved April 6, 1881. 
 
 Amendments. 
 
 The following amendment to the charter of the Phoenix Mutual Life 
 was made by the Legislature of Connecticut in January, 1889. 
 
 Sec. 1. That the present board of directors of the Phoenix Mutual 
 Life Insurance Company of Hartford be and they are hereby authorized 
 and directed to call a meeting of all persons whose lives are shown by 
 its books to be insured by said corporation, under policies entitling them 
 to share in the profits of said company, to be held at its office or at 
 some other place in the city of Hartford, on a day named in said call, 
 which day shall be on or before the third day of December, 1889, to 
 vote upon the acceptance of the authority hereinafter granted to pur- 
 chase the capital stock of said company, which meeting shall be called 
 
PHCENIX MUTUAL LIFE. 
 
 26 l 
 
 by sending, or causing to be sent, a notice by mail at least twenty days 
 before said meeting, of the time, place, and object thereof, to every 
 person whose life on the first day of July, 1889, shall then be shown by 
 the books of the company to be insured by said corporation through or 
 by means of a policy of insurance entitled to participation in the profits 
 of said company, so far as their residences are then known to the com- 
 pany, and by causing a similar notice to be published in one or more 
 newspapers in Hartford at least ten days before the day of such 
 meeting. 
 
 Sec. 2. A majority of those persons present or duly represented at 
 said meeting, and who also represent a majority in amount of policies 
 held by all said persons so present or represented, are hereby authorized 
 and empowered to purchase for the benefit of all said insured persons 
 all of the shares of the capital stock of said company from the then 
 holders thereof, at a price or prices not exceeding $250 per share, to- 
 gether with interest on said sum from and after the first day of July, 
 1889, at the rate of five per centum per annum, together with all taxes 
 hereafter assessed thereon, deducting the amount of any dividend or 
 dividends received after May, 1, 1889, which purchase prices may be 
 paid out of the surplus of said company ; provided, however, that such 
 prices be first approved by the Insurance Commissioner of this State as 
 not impairing the policy reserves of said company, computed according 
 to such standard of value as may be required by the laws of this State 
 or any other State in which said company is now doing or has formerly 
 done business ; and provided, further, that none of said shares shall be 
 thus purchased at any price, unless at least a majority of said capital 
 stock is purchased, and that if any said stock is purchased, all that is 
 offered at the same price shall be purchased ; and provided further, 
 that the Insurance Commissioner, if he does not approve the price of 
 $250 per share, may fix a less sum to be paid per share, having regard 
 in determining such price to the policy reserves and the condition of 
 said company. 
 
 Sec. 3. In case the purchase of any of said capital stock shall be 
 made in accordance with the provisions of the preceding section, the 
 transfers thereof shall be made to the Insurance Commissioner and his 
 successors in office, who shall take and hold the same in trust for all 
 the persons who are insured in said company under policies which en- 
 title them to participate in the profits of said company, until all of said 
 capital stock shall have been so purchased, when the same shall be duly 
 canceled and retired, and certificates thereof surrendered to the com- 
 pany. Whenever any of said stock shall be purchased as herein au- 
 thorized, the president and secretary of the company at the time are 
 
26 2 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 authorized and directed to pay for the same out of any of the funds of 
 the company. 
 
 Sec. 4. The annual meeting of the stockholders of the company 
 shall be called for such day in the month of June, 1889, as is provided 
 -in its charter and by-laws ; but immediately after it is called to order 
 shall be adjourned without the transaction of other business until the 
 first secular day next succeeding the day in which the meeting provided 
 for in Sec. 1 of this resolution is to be held. The directors of the com- 
 pany shall, in the meantime, continue to hold their offices; and any 
 vacancy in the board of directors or in the executive offices may be 
 filled until said adjourned annual meeting. 
 
 Sec. 5. At said adjourned annual meeting to be held as provided 
 in the preceding section, the Insurance Commissioner shall be entitled 
 to vote on any stock which may then be standing in his name, as trustee, 
 and any of the persons for whom he holds said stock in trust shall be 
 eligible as directors in said company so long as they continue to be in- 
 sured by policies entitling them to share in the profits of the company, 
 and said Insurance Commissioner in voting for directors shall only 
 vote for persons who are thus insured. 
 
 Sec. 6. At said adjourned annual meeting to be held as hereinbe- 
 fore provided, there shall be chosen fifteen directors, all of whom shall 
 be persons whose lives are insured under policies of said company en- 
 titling them to participate in the profits of the company, and at least 
 two-thirds of whom shall be residents of this State ; and the directors 
 thus chosen shall, at their first meeting, cast lots for the length of term 
 they shall each serve, five of whom shall serve until the last Tuesday 
 in February, 1890, five until the last Tuesday in February, 1891, and 
 five until the last Tuesday in February, 1892. 
 
 Sec. 7. At each annual meeting of said corporation, after the meet- 
 ing to be held in 1889, as aforesaid, there shall be chosen five directors 
 to hold office for three years, and until others are chosen in their stead. 
 
 Sec. 8. Whenever all of the capital stock has been retired as pro- 
 vided in Sec. 3, the company shall not thereby be dissolved or cease to 
 «xist, but said Phoenix Mutual Life Insurance Company shall there- 
 after continue to be the same identical body, politic and corporate, for 
 the purpose of life insurance, and for other purposes herein mentioned, 
 and by that name shall be and is hereby empowered to purchase, have, 
 hold, possess, and enjoy, to themselves and their successors, lands, tene- 
 ments, hereditaments, goods, chattels and effects of every kind, and the 
 same to grant, alien, sell, invest and dispose of ; to sue and be sued, 
 plead and be impleaded in all courts of justice, and to have and use a 
 common seal, and the same to change, break and renew at pleasure ; 
 
PHCENIX MUTUAL LIFE. 
 
 263 
 
 and to ordain and put in execution such by-laws and regulations as 
 they may deem proper for the well ordering and government of said 
 corporation and the transaction of its busineses ; provided, they be not 
 repugnant to the laws of the United States or of this State, or to the 
 provisions of this amended act of incorporation. 
 
 Sec. 9. After said stock shall have been retired, as aforesaid, each 
 and every person, whose life then is or at any time thereafter shall be 
 insured by said company, through or by means of any policy of in- 
 surance entitled to a participation in the profits of said company, shall 
 be a member of said corporation for and during the existence of such 
 participating insurance, and no longer, and shall at all times be bound 
 and concluded by the provisions of this act ; but any such member may, 
 at any time, sue or be sued by said corporation, and no such person shall 
 be in any way personally liable for any of the debts of said corpora- 
 tion ; and thereafter all the assets of said company and its earnings shall 
 vest in and belong to said company as a mutual company, and shall be 
 managed and conducted by said fifteen directors, to be elected as here- 
 inbefore provided. 
 
 Sec. 10. An annual meeting for the election of directors and other 
 proper business shall be holden in the city of Hartford on the last Tues- 
 day of February, 1890, and annually on the same day thereafter. In 
 the choice of directors and in all meetings of the insured, each person 
 whose life is insured by a policy which is entitled to a participation in 
 the profits of the company and who is present personally or by his 
 proxy shall be entitled to one vote. The company by its by-laws may 
 determine what number of directors shall constitute a quorum, and 
 whether any and what notice of directors’ meetings shall be given. 
 
 Sec. it. Public notice by order of the directors, shall always be 
 given at least ten days previous to any meeting of the insured, in a 
 newspaper printed in Hartford, and in such other way as the by-laws 
 may prescribe, and the president shall call special meetings of the in- 
 sured whenever requested thereto by a majority of the directors. 
 
 Sec. 12. The directors may choose a president, a vice-president 
 and secretary of the corporation, and appoint such other officers, 
 clerks and agents, and establish such agencies in this State and else- 
 where as shall be by them deemed advisable for conducting the busi- 
 ness of said company, fix their compensation and take bonds from anv 
 and all of them for the faithful performance of their duties and make 
 such covenants and agreements as may be deemed necessary; but no 
 director or officer of said corporation shall directly or indirectly in anv 
 way receive anv commission on premiums as compensation for services 
 or otherwise. The president and vice-president shall be chosen from 
 
264 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 among the directors and may hold their appointments for one year, and 
 until others are chosen to supply their places ; but the other officers and 
 servants of said company may be displaced and new ones appointed at 
 the pleasure of the directors. In the absence or disability of the presi- 
 dent, the vice-president shall preside ; and if both are absent or disabled, 
 the directors may choose a president pro tempore, and in case any va- 
 cancy shall occur in the board of directors, the remaining directors may 
 choose a director or directors from among the said insured to fill such 
 vacancy for the remainder of the term in which said vacancy exists, 
 who shall hold the appointment until others are chosen to supply their 
 places. 
 
 Sec. 13. Said corporation is authorized and empowered to make 
 contracts of insurance predicated upon the lives of persons, and to 
 issue policies or certificates insuring or protecting persons against loss 
 of life or personal injury resulting from any cause, on such terms and 
 conditions as shall be from time to time ordered and provided for by 
 the by-laws of said corporation, and to make contracts upon any and 
 all conditions appertaining to or connected with life risks of whatever 
 kind or nature, and policies may be issued, stipulated to be with or 
 without participation in profits, and said company may grant and issue 
 annuities either in connection with or separate from contracts of in- 
 surance predicated upon life risks. 
 
 Sec. 14. All policies of insurance or other contracts authorized by 
 this act may be made with or without the seal of said corporation, and 
 shall be signed by the president and secretary, and being so signed and 
 executed, shall be binding and obligatory upon said corporation, ac- 
 cording to the true intent and meaning of such policies and contracts ; 
 and any such policy may be surrendered by the insured and beneficiary 
 named therein, and assignee, if the policy be assigned ; and in case of 
 minor children, by the guardian, or father, if living, or the person pay- 
 ing premiums thereon, which surrender shall be in writing. 
 
 Sec. 15. This act shall in no manner impair or qualify the obliga- 
 tion of any contract, liability, note, or debt of said company, either in 
 favor of or against it, or the evidences thereof, nor in any manner affect 
 the title to any property or estate of said company, or in any manner 
 impair the rights of the present holders of policies of insurance in the 
 same. All those parts of the original charter of said company, and the 
 amendments thereto, which are inconsistent herewith, are hereby re- 
 pealed ; but such repeal shall in no manner affect any suit or proceed- 
 ing now pending, or any cause of action now existing in favor of or 
 against said company. 
 
 Sec. 16. It shall not be necessary for the provisions of this resolu- 
 
PHCENIX MUTUAL LIFE. 
 
 265 
 
 tion to be accepted by said Phoenix Mutual Life Insurance Company 
 before the same shall become operative as an amendment to the charter 
 of said company, but the same shall become so operative in case the 
 insured who are present are represented at the meeting provided for in 
 Sec. 1 of this resolution shall vote to purchase the stock as provided in 
 Sec. 2 ; but if they shall not so vote, or in case a majority of said capital 
 stock shall not be purchased as herein provided, then said Phoenix 
 Mutual Life Insurance Company shall continue to be a stock corpora- 
 tion as now provided in its charter and the amendments thereto. 
 
 Amendment of 1901. 
 
 Amendment to the charter of the Phoenix Mutual Life Insurance Com- 
 pany of Hartford, Conn., passed by the General Assembly of the 
 State of Connecticut at its January, 1901, session and approved 
 by the governor, April 4, 1901. 
 
 That the annual meeting of the Phoenix Mutual Life Insurance Com- 
 pany shall hereafter be held on such day in each year during the month 
 of January, as shall be previously designated and appointed by the di- 
 rectors for that purpose, provided, however, that public notice of each 
 meeting shall be given by order of said directors at least ten days pre- 
 vious thereto, as now provided in the charter of said company. 
 
 At a special meeting of the members of the Phoenix Mutual Life 
 Insurance Company held on the twenty-seventh day of May, 1901, it 
 was voted that the resolution amending the charter of the Phoenix 
 Mutual Life Insurance Company passed by the General Assembly of 
 the State of Connecticut at its January, 1901, session, and approved 
 April 4, 1901, be and the same is hereby accepted. 
 
 Attest : SECRETARY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 1. The secretary of the company shall give notice of the annual meeting by 
 advertisement in some daily newspaper published in Hartford at least ten days 
 before the meeting. Special meetings may be called at any time by the presi- 
 dent, or by the secretary at the direction of the president, and shall be called at 
 any time in accordance with a vote of the directors, or at the written request of 
 any five of them. 
 
 2. A directors’ meeting shall be held immediately after the adjournment of 
 the annual meeting of the company for the election of officers for the ensuing 
 year. 
 
 3. The directors shall choose by ballot a president, vice-president and secre- 
 tary, and may from time to time, at their discretion, elect more than one vice- 
 president, one or more assistant secretaries, and one or more actuaries. 
 
 They may also elect and choose a president of the board of directors, who shall 
 
266 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 discharge all duties that may be assigned to him from time to time by the 
 directors. 
 
 They shall also appoint an executive, a finance, and an auditing committee, and 
 may select and appoint a chairman of said finance committee. 
 
 4. The chairman of the board of directors shall preside at meetings of the 
 board, but in case of his absence the president of the company shall preside. 
 
 The president of the company shall preside at all meetings of the corporation. 
 
 5. The executive committee shall consist of three or more directors, as may be 
 determined from time to time by the board. This committee, subject to the 
 regulations and control of the board of directors, shall have charge of the 
 purchase and sale of bonds and stocks. It shall also be the duty of this com- 
 mittee to consider all general questions that arise concerning the property and 
 assets of the company and its investments, and the manner in which they are 
 made, and to advise the board of directors in relation to such questions. Said 
 committee shall monthly make a report in writing to the directors of its doings 
 and recommendations. 
 
 6. The finance committee shall consist of three or more directors as may 
 be determined from time to time by the board and (subject to any regula- 
 tions which the board of directors may from time to time prescribe) 
 shall have charge of the making of loans by the company and of the sale of real 
 estate. Said committee shall monthly report in writing to the board a list of 
 all loans unanimously approved by them, and an account of real estate sold, 
 which report shall be signed by the members of said committee and shall be 
 kept on file. 
 
 7. The chairman of the finance committee shall, during the pleasure of this 
 board, have charge of the financial department of the company, and as the agent 
 or attorney of the company shall execute and discharge all duties that may be 
 from time to time assigned to him by said board of directors. 
 
 8. The auditing committee shall consist of two directors, neither of whom 
 shall be an executive officer; and it shall be the duty of said committee to ex- 
 amine the monthly balance sheets of the company, and once in each year the 
 annual statement, verifying the same by such examinations of account as to 
 said committee may seem necessary or proper; and said monthly balance sheets 
 so verified shall be submitted to the directors whenever requested by said board ; 
 and said annual statement so verified shall be submitted to the directors within 
 thirty days after the same shall be completed. 
 
 9. The directors may from time to time provide terms and conditions of in- 
 surance upon which policies may be issued and may at their discretion delegate 
 said power to the executive officers of the company. 
 
 10. Six directors shall constitute a quorum for the transaction of business. 
 
 11. These by-laws may be amended, altered or repealed at any legal meeting of 
 the members of this company, but no new by-law shall be adopted and no exist- 
 ing by-law shall be amended or repealed unless written notice of such proposed 
 action shall have been given in the call for the meeting at which such adoption, 
 amendment or repeal is to be acted upon. 
 
PITTSBURGH LIFE AND TRUST. 
 
 267 
 
 PITTSBURGH LIFE AND TRUST COMPANY. 
 
 An act for incorporating the Co-Operative Life Insurance Company 
 of Western Pennsylvania. 
 
 Sec. 1. Be it enacted by the Senate and House of Representatives 
 of the Commonwealth of Pennsylvania in general assembly met, and 
 it is hereby enacted by the authority of the same, that the corporate 
 name of the Co-Operative Relief Association of Birmingham, Penn., 
 which is a corporation in this State organized under the provisions of 
 the act of October 13, 1840, relating to benevolent associations, be 
 and it is hereby changed to Co-Operative Life Insurance Company of 
 Western Pennsylvania, and the said corporation shall hereafter be 
 known by such new name, but such change of name shall in no manner 
 affect the existing obligations of said corporation. 
 
 Sec. 2. The capital stock of said corporation may be increased to 
 two thousand shares of the par value of one hundred dollars each ; pro- 
 vided, that no person shall subscribe or hold more than fifty such 
 shares. 
 
 Sec. 3. When five hundred shares have been subscribed and not 
 less than five dollars per share has been paid in cash the president, sec- 
 retary and treasurer of said corporation shall certify to the governor 
 under their hands and seals the names of all the subscribers to said 
 stock, the number of shares subscribed by them and the amount paid 
 in by them respectively, and the governor shall thereupon by letters 
 patent under his hand and seal and the seal of the State enact and 
 create the aforesaid Co-Operative Relief Association and those who 
 are or may hereafter become associated with it by virtue of this act 
 into a body politic and corporate in deed and in law under the name 
 of the Co-Operative Life Insurance Company of Western Pennsyl- 
 vania, with all the rights and privileges and subject to all the restric- 
 tions set forth in the act, entitled “An act to incorporate the United Se- 
 curity Life Insurance and Trust Company of Pennsylvania/’ approved 
 the thirteenth day of April, A. D. 1868. 
 
 Sec. 4. The principal office of said corporation shall be located at 
 such place within the county of Allegheny as the directors thereof shall 
 determine. 
 
 Sec. 5. This corporation shall pay into the treasury of the Com- 
 
268 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 monwealth such bonus on its capital stock and such tax on dividends 
 as are now or may hereafter be required by law. 
 
 JOHN CLARK, 
 
 Speaker of the House of Representatives. 
 WILMER WORTHINGTON, 
 Speaker of the Senate. 
 
 Approved the twelfth day of February, A. D. 1869. 
 
 JOHN W. GEARY. 
 
 Powers of the United Security Life Insurance and Trust Company 
 conferred on the Co-Operative Life Insurance Company of Western 
 Pennsylvania. 
 
 JjC 5-C ;jt ^ 
 
 Sec. 2. The said subscribers, their associates and successors, shall 
 have perpetual succession, and be able to sue and be sued, plead and 
 be impleaded in all courts of record and elsewhere, and to purchase, 
 hold, use, occupy, possess and enjoy to them and their successors, lands, 
 tenements, hereditaments, goods, chattels and effects or choses in 
 action, and all other property of what nature or kind soever, real, per- 
 sonal and mixed, and the same from time to time to sell, demise, grant, 
 alien and dispose of ; provided, that the yearly income of the real 
 estate so held except it be such as shall or may be conveyed to said 
 company as security for or in payment of any debt due or towards 
 satisfying any judgment or execution held by said company, or such in 
 which the office or agency or place of business of the company may be 
 located, shall not exceed such sum as shall be required for transacting 
 the necessary and legitimate purposes thereof as a life insurance and 
 trust company. 
 
 Sec. 3. The corporation hereby created, although a stock company, 
 may embrace the mutual system, thus combining the benefits of both a 
 stock and mutual insurance company, and shall have power to make all 
 kinds of insurance upon life or lives, to lend money on bottomry or 
 respondentia, to receive and hold on deposit and in trust real estate and 
 personal, and money of individuals and corporations, to insure the 
 respective lives and health of its members and others, and to make all 
 and every insurance appertaining to life risks of whatever kind or 
 nature, and to receive and execute trusts, to make endowments, and to 
 grant and purchase annuities, and to cause themselves and others to 
 be insured against any loss or risk in the course of their business, and 
 generally to do and perform all other matters and things connected 
 with and proper to promote their objects. 
 
 Sec. 4. All the corporate powers of the said company shall be ex- 
 
PITTSBURGH LIFE AND TRUST. 
 
 269 
 
 ercised by a board of directors and such officers and agents as they 
 may appoint ; the board of directors shall consist of not less than seven 
 stockholders; they shall annually elect from among the directors a 
 president and vice-president, who shall continue in office for the term 
 of one year, and until others shall be elected in their stead, and shall 
 have power to declare by by-laws what number of directors less than 
 a majority of the whole, shall be a quorum for the transaction of 
 business. 
 
 * * * . * 
 
 Sec. 6. The directors shall be elected annually by ballot on the 
 second Wednesday in January, by the stockholders or their legally con- 
 stituted agents ; and each share of stock shall entitle the holder thereof 
 to one vote at the election, to be held at the office of the company, at 
 a general meeting of the stockholders convened for that purpose, by 
 ten days’ public notice in two or more newspapers published in the city 
 of Philadelphia ; provided, that if it should happen at any time that an 
 election of directors shall not be made, when pursuant to this act it 
 should have been made, the company for that cause shall not be dis- 
 solved ; and it shall be lawful, within forty days thereafter to hold and 
 make an election of directors, in such manner as the by-laws of the 
 company may prescribe ; and the president and directors for the time 
 being shall be continued in office until such election shall take place ; 
 and in the event of death, resignation or removal of any director from 
 his office, the vacancy may be filled by the remaining directors, in such 
 manner as the by-laws may prescribe. 
 
 Sec. 7. The president and directors shall have power to elect a 
 secretary, and appoint such other agents and clerks as may to them ap- 
 pear proper, to fix their compensation and pay the same, and discharge 
 such clerks or agents ; and the capital stock shall be called in and paid 
 in such instalments and at such time and places as the directors for 
 the time being may require and designate, who shall give fifteen days’ 
 notice thereof, in two or more papers published in the city of Phila- 
 delphia; and if any stockholders, subscriber, their assignee or trans- 
 feree, shall refuse or neglect to pay such proportion or instalment at 
 the time and place appointed, such stockholder, subscribers, assignee 
 or transferee shall, at the option of the directors, forfeit to the use of 
 the company all his, her or their right, title and interest in and to every 
 share on which said instalment has not been duly paid ; and fresh sub- 
 scription may be opened for the same in such manner as the by-laws 
 may prescribe, or the directors may, at their option, commence suit for 
 the same and recover against the subscriber or holder of such stock, 
 for the amount of the instalment or proportion so unpaid ; provided, 
 
2 7 0 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 that no stockholder or subscriber shall be permitted to vote at any elec- 
 tion for directors, or at any general or special meeting of the company, 
 on whose share or shares any instalment or arrearages may be due, 
 more than ten days previous thereto, nor shall any stockholder vote at 
 any such meeting or election, whose stock has not been standing in his 
 or her name on the books of the company at least thirty days. 
 
 Sec. 8. That it shall be lawful for the said directors to invest and 
 improve the capital stock or any part thereof, and all moneys received 
 for premiums or otherwise, funds of other property, in any public 
 stocks, or funded debt created or to be created, by or under any laws 
 of this State or any other State or the United States, and in bonds and 
 mortgages and ground rents : and may also invest such portions of the 
 accumulations of said capital stock as to them may seem expedient, in 
 the same securities or either of them, the same to sell, transfer or ex- 
 change at pleasure, and again to invest the same or any part thereof, in 
 such stocks or funds or otherwise whenever and as often as said direc- 
 tors may deem it expedient, or they may deposit the same with any 
 banking or savings institution, with or without interest, for such time 
 and on such terms and under such restrictions as the directors for the 
 time being shall deem most expedient ; the directors also shall have the 
 power from time to time, to declare and pay to the stockholders, out 
 of the profits of the company, such dividends as they shall deem ex- 
 pedient. and also to declare and divide to parties insured such propor- 
 tion of profits as they may be entitled to receive, under such rules as 
 the directors may establish for the government of any insurances made 
 by the company ; provided, that every regulation which the board of 
 directors may make, in regard to the declaring of dividends, or the ac- 
 cumulation or diminution of the funds of the company, shall be bind- 
 ing on all. 
 
 Sec. 9. The stock of the said company shall be transferred on the 
 books of said company, in such manner only as the by-laws of the com- 
 pany shall direct. 
 
 Sec. 10. Within thirty days after the first Monday in January in 
 each year it shall be the duty of the officers of the company to cause to 
 be made and published a statement of the business of the company, for 
 the year ending on the thirty-first of December previous, showing also 
 the nature and amount of the investments of the capital and assets of 
 the company. 
 
 Sec. 11. The directors for the time being shall have power to 
 ordain, establish and put in execution such rules, regulations, ordi- 
 nances and by-laws as they may deem essential for the well government 
 of the company, not contrary to the Constitution of the United States 
 
PITTSBURGH LIFE AND TRUST. 
 
 271 
 
 or the State of Pennsylvania, and generally to do and perform all acts, 
 matters and things which a corporation may or can do lawfully. 
 
 Sec. 12. The business of the company shall be carried on in the 
 city of Philadelphia, Penn., or elsewhere by agency, as the directors 
 shall determine, and at such agencies as they may establish. 
 
 Sec. 13. It shall be lawful for any married woman by herself and 
 in her name or in the name of any third person, with her assent, as her 
 trustee, to cause to be insured for her sole use the life of her husband ; 
 and in case of her surviving her husband, the sum or net amount of the 
 insurance, becoming due and payable by the terms of the insurance, 
 shall be payable to her to and for her own use, free from the claims of 
 the representatives of her husband or any of his creditors. 
 
 Sec. 14. In case of the death of the wife before the decease of her 
 husband, the amount of the insurance may be made payable after death, 
 to her children for their use, and to their guardian, if under age. 
 
 Sec. 15. It shall be lawful for any child, by himself or herself, and 
 in his or her name, or in the name of any third party, as his or her 
 trustee, to cause to be insured, for his or her sole use, the life of his or 
 her parent, and the sum or net amount of the insurance becoming due 
 and payable by the terms of the insurance, shall be payable to him or 
 her, and for his, her or their own use, free from the claims of the rep- 
 resentatives of his or her parent or any of his or her creditors. 
 
 Sec. 16. It shall be lawful for any court of the Commonwealth of 
 Pennsylvania, with the consent of said company, to appoint them trus- 
 tee, assignee, guardian of a minor, committee of a lunatic, or receiver, 
 and to allow them like compensation for the execution of such trusts 
 as would by law be allowed to individuals executing such trust ; pro- 
 vided, that no bond or collateral security shall be required from said 
 company when appointed trustee, assignee, guardian, committee or 
 receiver, but for the proper care and investment of property or money 
 received by them under such trust, they shall be liable to the same ex- 
 tent as individual trustees, etc., are liable. 
 
 Sec. 17. The legislature reserves the power to alter, revoke or 
 annul the charter of the said company whenever, in their opinion, it 
 may be injurious to the citizens of the Commonwealth; provided, that 
 no injustice be done to the corporators or parties insured in said 
 company. 
 
 Sec. 18. This corporation shall pay into the treasury of the Com- 
 rponwealth a bonus of one-half of one per centum on the capital stock 
 hereby authorized or hereafter created, in four equal annual instal- 
 ments, and such taxes on dividends as is or may be provided by law, and 
 the stockholders of said company shall be individually liable for all 
 
272 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 debts due mechanics, workmen and laborers employed by said company, 
 and for all materials and provisions furnished to said company, to be 
 sued for and collected as is provided in the twelfth, thirteenth and 
 fourteenth sections of the act incorporating the Lackawanna Coal and 
 Iron Company, approved the fifth day of April, 1853. 
 
 ELISHA W. DAVIS, 
 Speaker of the House of Representatives. 
 
 JAMES L. GRAHAM, 
 Speaker of the Senate. 
 
 Approved the thirteenth day of April, A. D. 1868. 
 
 JOHN W. GEARY. 
 
 An act supplementary to the act incorporating the Co-Operative Life 
 Insurance Company of Western Pennsylvania, approved February 
 1 2, 1869. 
 
 Sec. 1. Be it enacted by the Senate and House of Representatives 
 of the Commonwealth of Pennsylvania in general assembly met, and it 
 is hereby enacted by the authority of the same, that whenever any policy 
 of life insurance which has been or may hereafter be issued by the Co- 
 Operative Life Insurance Company of Western Pennsylvania, upon the 
 life of any person for the benefit of his or her heirs, or any of them, in 
 any sum not exceeding two thousand dollars shall by its terms and 
 conditions become due and payable to said heir or heirs, the sum or 
 amount of such policy shall not be liable to claim or attachment by or 
 on behalf of any creditor of such insured person, but shall be payable 
 to such heir or heirs, or their legal representatives, in like manner as if 
 said insurance had been originally effected by such heir or heirs for 
 his or her or their own use and benefit. 
 
 Sec. 2. All publications of notices of meetings and other publica- 
 tions which, by its act of incorporation is required to be made in the 
 city of Philadelphia by the United Security and Trust Company of 
 Pennsylvania shall be made by the said Co-Operative Life Insurance 
 Company of Western Pennsylvania, in the city of Pittsburg. 
 
 Sec. 3. Th~ capital stock of the said Co-Operative Life Insurance 
 Company of Western Pennsylvania may be increased to an amount not 
 exceeding ten thousand shares of par value of one hundred dollars 
 each, to be subscribed and held under the same conditions and restric- 
 tions that are prescribed in regard to the capital stock of the L T nited 
 Security Life Insurance and Trust Company of Pennsylvania in the act 
 incorporating said L T nited Security Life Insurance and Trust Company, 
 approved the thirteenth day of April, A. D. 1868; provided, that this 
 third section of this act shall not take effect until the same shall have 
 
PITTSBURGH LIFE AND TRUST. 
 
 -16 
 
 been accepted by a majority of the votes entitled to be cast at a meet- 
 ing of the stockholders of said Co-Operative Life Insurance Company 
 of Western Pennsylvania called for the purpose of considering the ac- 
 ceptance of the same nor until notice of such acceptance shall have 
 been filed in the office of the secretary of the Commonwealth and such 
 taxes and bonus or bonuses as are required by law on such increase of 
 stock shall have been paid by said Co-Operative Life Insurance Com- 
 pany of Western Pennsylvania. 
 
 BUTLER B. STRANG, 
 Speaker of the House of Representatives. 
 
 CHARLES H. STINSON, 
 Speaker of the Senate. 
 
 Approved the eleventh day of March, A. D. 1870. 
 
 JOHN W. GEARY. 
 
 To the Honorable the Judges of the Court of Common Pleas of Alle- 
 gheny County : 
 
 The petition of the Co-Operative Life Insurance Company of 
 Western Pennsylvania respectfully represents that at a meeting of the 
 directors of said company it was unanimously resolved that application 
 be made to change the corporate name of said company so that it shall 
 hereafter be known and transact business under the name and style of 
 “The Homestead Bank and Life Insurance Company.” In pursuance 
 of said resolution we ask your honors to make the following decree 
 that the corporate name of the “Co-Operative Life Insurance Company 
 of Western Pennsylvania” is hereby changed, and said corporation shall 
 hereafter be known by the name of “The Homestead Bank and Life 
 Insurance Company” and under this name shall enjoy and exercise 
 all the privileges and be subject to all the limitations contained in its 
 act of incorporation and the supplements thereto; provided, however, 
 that said change of name shall in no way impair or affect said com- 
 pany’s liabilities incurred, or rights and benefits accrued under its 
 farmer corporate name, and the said company will ever pray, etc. 
 
 JAMES H. HOPKINS, 
 President. 
 
 Attest : A. PATTERSON, 
 
 Note — Approved by the court June 7, 1871. 
 * * * * 
 
 Secretary ■„ 
 
 To the Honorable the Secretary of State for the Commonwealth of 
 Pennsylvania : 
 
 Whereas, The property and franchises of “The Homestead Bank and 
 
274 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Life Insurance Company,” a corporation of the county of Allegheny, 
 were purchased by James H. Hopkins, Robert M. Kennedy and Hill 
 Burgwin, under process of the Court of Common Pleas No. i of Alle- 
 gheny county, the conveyance of said property and franchise having 
 been delivered to them on the twenty-sixth day of June, A. D. 1880. 
 
 Now, therefore, in pursuance of the act of assembly in such cases 
 made and provided (see act 25, May, 1878, P. L., p. 145) it is hereby 
 certified that the said purchasers being the persons for whom said 
 property and franchises were purchased did meet on the seventeenth 
 day of July, A. D. 1880, in the city of Pittsburg, having given due 
 public notice of such meeting as required by law did there and then 
 proceed to organize a new corporation by electing a president and six 
 directors and did then adopt a corporate name and a common seal and 
 determine the amount of capital stock thereof. 
 
 And it is further certified as follows : 
 
 1. The name of said new corporation is The Industry Savings and 
 Life Insurance Company. 
 
 2. The amount of capital stock is one hundred thousand dollars. 
 
 3. The name of the president is James H. Hopkins, and the names 
 of the directors are R. M. Kennedy, Hill Burgwin, George W. Murphy, 
 Charles A. Frederick, Harry D. Sellers and George C. Burgwin. 
 
 In testimony whereof, I, James H. Hopkins, president as aforesaid, 
 have hereunto set my hand and affixed the common seal of the said 
 corporation this twelfth day of August, A. D. 1880. 
 
 (Seal.) JAMES H. HOPKINS, 
 
 President. 
 
 Filed in the office of the Secretary of the Commonwealth at Harris- 
 burg on Monday, August 16, A. D. 1880. 
 
 J. R. McAFEE, 
 
 Deputy Secretary of the Commonwealth. 
 
 North American Life and Surety Company. 
 
 Certificate of Organization. 
 
 To His Excellency, Daniel H. Hastings, Governor of Pennsylvania: 
 Sir : — In compliance with the requirements of an act of the General 
 Assembly of the Commonwealth of Pennsylvania, entitled “An act to 
 amend the first section of an act, entitled ‘A supplement to an act, en- 
 titled An act concerning the sale of railroads, canals, turnpikes, bridges 
 and plank roads, approved the eighth of April, A. D. 1861, extending 
 tending the provisions of said act to coal, iron, steel, lumber or oil, 
 or mining, manufacturing, transportation and telegraph companies in 
 
PITTSBURGH LIFE AND TRUST. 
 
 2 75 
 
 this Commonwealth, extending said act, so as to embrace all sales made 
 under and by virtue of a power to sell contained in any mortgage or 
 deed of trust, without any process or decree of a court in the premises,” 
 and the various supplements thereto and amendments thereof, the 
 North American Life and Surety Company makes the following cer- 
 tificate of organization under its common seal attested by the signature 
 of its president, to wit: 
 
 1. Date of such organization is July 6, A. D. 1897. 
 
 2. Name adopted is North American Life and Surety Company. 
 
 3. The amount of capital stock is two hundred thousand dollars. 
 
 4. The name of its president is H. C. Pugh. 
 
 5. The^ names of its directors are Henry Malpas, J. L. Bieler, Dr. 
 S. H. Malpas, Henry G. Miller, John E. Beggs and Frank McKeen and 
 H. C. Pugh. 
 
 The said president and directors having been elected to continue in 
 office until the first Monday of May, 1898. 
 
 North American Life and Surety Company. 
 
 Special Meeting of Stockholders. 
 
 Pittsburg, Pa., July 7, 1897. 
 
 At a special meeting of the stockholders duly called for that pur- 
 pose there were present Henry Malpas, H. C. Pugh, J. L. Bieler, Dr. 
 S. H. Malpas, Henry G. Miller, Frank McKeen, L. Chambers, Rolla 
 M. Malpas and John E. Beggs. 
 
 H. C. Pugh, the president of the company, in the chair. 
 
 Mr. Pugh laid before the meeting the following resolution of the 
 board of directors unanimously adopted at a special meeting of the 
 board called for that purpose, this day as follows : 
 
 Resolved, That the location of the principal office of this company 
 shall be and is hereby changed from the city of Pittsburg, in the county 
 of Allegheny, to the city of Philadelphia, in the county of Philadelphia, 
 and State of Pennsylvania, at which place the annual and other meet- 
 ings of the stockholders of this company shall hereafter be held. 
 
 Whereupon, By unanimous vote of all of the stockholders of the 
 company, the said resolution of the board of directors was approved. 
 
 H. C. PUGH, 
 
 President. 
 
 Attest : 
 
 J. L. BIELER, 
 
 (Seal.) Secretary. 
 
276 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Filed in the office of the Secretary of the Commonwealth on the 
 fourth day of August, A. D. 1897. 
 
 JAS. E. BARNETT, 
 Deputy Secretary of the Commonwealth. 
 
 North American Life and Surety Company. 
 
 Acceptance of Article 16 of the Constitution. 
 
 JjC >$£ 
 
 Resolved unanimously that this company does hereby accept the pro- 
 visions of Article 16 of the Constitution of this Commonwealth, and 
 that the president and secretary are hereby authorized and directed to 
 make under the seal of the company, this acceptance as required by 
 law, for the purpose aforesaid. 
 
 H. C. PUGH, 
 
 President. 
 
 Attest : 
 
 J. L. BIELER, 
 Secretary. 
 
 (Seal.) 
 
 Filed in the office of the Secretary of the Commonwealth on the 
 fourth day of August, A. D. 1897. 
 
 JAS. E. BARNETT, 
 Deputy Secretary of the Commonwealth. 
 
 Girard Life and Surety Company. 
 
 Certificate of Organization. 
 
 To the Secretary of the Commonwealth of Pennsylvania: 
 
 Sir : — In compliance with the requirements of an act of the General 
 Assembly of the Commonwealth of Pennsylvania, entitled “An act to 
 amend the first section of an act entitled ‘A supplement to an act, en- 
 titled an act concerning the sale of railroad, canals, turnpikes, bridges 
 and plank roads,’ approved the eighth of April, A. D. 1861, extending 
 the provisions of said act to coal, iron, steel, lumber or oil, or mining, 
 manufacturing, transportation and telegraph companies in this Com- 
 monwealth, extending said act so as to embrace all sales made under 
 and by virtue of a power of sale contained in any mortgage or deed of 
 trust, without any process or decree of a court in the premises,” ap- 
 proved May 31, 1887, and the various supplements thereto and amend- 
 atory thereof, the Girard Life and Surety Company makes the follow- 
 
PITTSBURGH LIFE AND TRUST. 
 
 277 
 
 ing certificate of organization under the common seal, attested by the 
 signature of its president, to wit : 
 
 1. Date of such organization is August 11, A. D. 1899. 
 
 2. Name adopted is, “Girard Life and Surety Company.” 
 
 3. The amount of the capital stock is two hundred and fifty thou- 
 sand dollars divided into five thousand shares of the par value of fifty 
 dollars each. 
 
 4. The name of its president is J. H. W. Chestnut. 
 
 5. The names of its directors are Charles F. Kolb, Robert M. 
 Patton, A. H. Hulshizer, Taylor Faunce, Joseph F. Jones and James 
 C. Chestnut, M. D. 
 
 The said president and directors having been elected to continue in 
 office until the first Monday of May, 1900. 
 
 ^ ^ ^ ^ ^ 
 
 Girard Life and Surety Company. 
 
 Acceptance of Article 16 of the Constitution. 
 
 ijj if? >({ 
 
 Resolved unanimously, That this company does hereby accept the 
 provision of Article 16 of the Constitution of this Commonwealth, and 
 that the president and secretary are hereby authorized and directed to 
 make under the seal of the company this acceptance as required by law, 
 for the purpose aforesaid. 
 
 Philadelphia, September 1, 1899. 
 
 Girard Life and Surety Company, by 
 
 J. H. W. CHESTNUT, 
 President. 
 
 Attest: C. F. KOLB, 
 
 Secretary. 
 
 (Seal.) 
 
 Filed in the office of the Secretary of the Commonwealth on the 
 eleventh day of September, A. D. 1899. 
 
 LEWIS E. BEITLER, 
 Deputy Secretary of the Commonwealth. 
 
 Girard Life and Surety Company. 
 
 Change of Location of Principal Office and Place of Annual and Other 
 Meetings of Stockholders. 
 
 To the Honorable W. W. Griest, Secretary of the Commonwealth, 
 Harrisburg, Pa. : 
 
 Sir : — I hereby respectfully certify and report that by resolution of 
 
2 7 8 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 the board of directors of the Girard Life and Surety Company, adopted 
 by a two-thirds vote thereof, on the ninth (9) day of May, 1902, ap- 
 proved at adjourned annual meeting duly called of the stockholders 
 thereof, by a two-thirds vote thereof, the location of the principal office 
 and the place of the annual and other meetings of the stockholders of 
 the Girard Life and Surety Company have been changed from the 
 city of Philadelphia, in the county of Philadelphia, and State of Penn- 
 sylvania, to the city of Pittsburg, in the county of Allegheny and State 
 of Pennsylvania. 
 
 Witness the seal of the Girard Life and Surety Company and the sig- 
 nature of its president, attested by the signature of its secretary this 
 twentieth day of May, 1902. 
 
 (Seal.) 
 
 Girard Life and Surety Company, by 
 
 JAMES C. CHESTNUT, 
 President. 
 
 Attest: C. F. KOLB, 
 
 Secretary. 
 
 Filed in the office of the Secretary of the Commonwealth on the 
 second day of June, A. D. 1902. 
 
 LEWIS E. BEITLER, 
 Deputy Secretary of the Commonwealth. 
 
 Pittsburg, June 17, 1902. 
 
 The undersigned officers of the Girard Life and Surety Company 
 do hereby certify that, at a duly called special meeting of the stock- 
 holders of said company, held June 17, 1902, the stockholders of said 
 company, by a vote of more than two- thirds (2-3) of all the stock, 
 favored and adopted the following quoted resolution, which said reso- 
 lution and the number of votes cast for and against the same were 
 thereupon duly spread on the records of said company and thereon 
 appear in the words and figures following, to wit : 
 
 “Resolved, That the name of this company be changed to the name 
 ‘Pittsburgh Life and Trust Company,’ and that the charter of this com- 
 pany be amended accordingly; that the secretary spread upon the 
 records of this company this resolution and the number of votes cast 
 for and against the same ; and that a certified copy of the same be 
 forwarded to the proper State officers for approval, certification and 
 record. 
 
 “Out of the total outstanding 620 shares of stock there were voted in 
 favor of said resolution five hundred fourteen (514) shares and against 
 said resolution no (no) shares.” 
 
PITTSBURGH LIFE AND TRUST. 
 
 279 
 
 Witness the signature of the vice-president and secretary of said 
 company this seventeenth day of June, 1902. 
 
 W. C. BALDWIN, 
 Vice-President. 
 
 (Seal.) 
 
 H. C. BORLAND, 
 
 Secretary. 
 
 EXTRACTS FROM THE BY-LAWS. . 
 
 Article i. Stockholders’ Meeting. Sec. i. The annual meeting of the 
 stockholders, for the election of twenty-five directors and the transaction of 
 such other business as may come before the meeting, shall be held at the prin- 
 cipal-office of the company in the city of Pittsburg, Pennsylvania, on the second 
 Wednesday of January in each year, at two o’clock p. m. The board of direc- 
 tors is hereby authorized, without a vote of the stockholders, to fix at their 
 last meeting of each fiscal year the number of directors for the next year, not 
 less, however, than the minimum fixed by the company’s charter. 
 
 Sec. 2. All elections shall be by ballot and the directors shall announce to 
 the meeting the hour during which the ballot shall be open. Three judges of 
 election (no one of whom shall be a candidate for the office of director), shall 
 be elected by the meeting, and before proceeding to the discharge of their 
 duties shall make and subscribe an affidavit faithfully and justly to conduct said 
 election and to make a true report thereof to the officers of the meeting. 
 
 Sec. 3. Special meetings of the stockholders may be called by order of the 
 board of directors, or the executive committee, and shall be called by the presi- 
 dent whenever the stockholders of record owning one-fifth of the capital stock 
 of the company, issued and outstanding at the time, shall in writing make 
 application therefor to the president, stating the object of the meeting. The 
 business transacted at special meetings shall be confined to the objects stated 
 in the call. 
 
 Sec. 4. At all meetings of stockholders each share of stock shall entitle the 
 owner thereof of record, or his duly constituted proxy, to one vote, and a 
 majority issued and outstanding at the time, represented either in person or by 
 proxy, shall constitute a quorum; meetings at which less than a majority of 
 stock is represented may, however, be adjourned to a future date by those who 
 attend, provided, however, that an adjourned meeting for election of directors 
 shall be held within forty days after such adjournment. 
 
 Sec. 5. Notice of any annual or special meeting shall be published not less 
 than three times at least thirty days prior to and also for ten successive days 
 next preceding the day of such meeting and election in two daily newspapers 
 published in the city of Pittsburg, Pennsylvania, and as a courtesy, but not 
 as a prerequisite, the secretary shall, at least seven days before the date speci- 
 fied for such meeting, mail to each stockholder, addressed to his residence or 
 place of business as same appears in the list of addresses which shall be kept 
 by the secretary, a copy of said notice. Provided, that the notice for any 
 special meeting shall state the object thereof. 
 
 Article 2. Directors’ Meetings. Sec. i. The board of directors shall 
 meet for the election of officers and the transaction of business, without un- 
 necessary delay after each annual meeting of stockholders, and without notice, 
 provided a majority of the board be present. 
 
28o 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 2. The directors shall hold their regular meetings, quarterly, at the 
 offices of the company on the second Tuesday of January, April, July and 
 October, at 3:30 o'clock p. m. Seven members of the board shall constitute a 
 quorum for the transaction of business, other than organization and election 
 of officers and division of surplus, as provided in section 1, and also article 12. 
 section 1. 
 
 Sec. 3. Special meetings of the board may be called by the president and it 
 shall be his duty to call a meeting at any time when requested by three direc- 
 tors. The call for any special meeting shall be in writing and shall state the 
 purpose and object of such meeting, and the business to be transacted at the 
 meeting shall be confined to the purpose stated. The directors shall be notified 
 in writing of the time, place and purpose of such special meeting at least five 
 days prior thereto. 
 
 Sec. 4. All elections of the board shall be by ballot and a majority of the 
 votes cast shall be necessary to a choice. 
 
 Sec. 6. Any vacancy in the board, occurring between any general elections, 
 may be filled by the board, the person appointed holding office until the next 
 annual election. 
 
 Article 3. Sec. i. The board shall annually elect out of their number, a 
 president, and one or more vice-presidents, and a general manager, who shall 
 be either the president or one of the vice-presidents. They shall also elect a 
 secretary, treasurer and comptroller. They may elect an assistant treasurer 
 and assistant secretary, may appoint a trust officer and actuary or a consulting 
 actuary, one or more physicians, an attorney, and such other officers, clerks 
 and servants as the interest of the company may seem to require. 
 
 Sec. 2. The board may, however, by resolution, authorize any officer of the 
 company to employ such clerks and servants as they may direct. Unless other- 
 wise ordered by the board, the employment of agents and their supervision and 
 control shall be in charge of the general manager, subject to the approval of 
 the executive committee. 
 
 Sec. 3. The officers and agents of the company" shall give such bonds as the 
 finance committee may require. 
 
 Article 5. Sec. i. Committees. The following standing committees shall 
 annually be elected by the board of directors, and shall hold office for one year 
 (subject to removal at any time by the board of directors), and until the elec- 
 tion of their successors, viz.: 
 
 a. An executive committee, to consist of the president (who shall be chair- 
 man) and eight directors. 
 
 b. A finance committee, to consist of one vice-president (who shall be chair- 
 man) and eight directors. 
 
 c. An auditing committee, to consist of three stockholders, with power to 
 employ such assistants as considered necessary-. 
 
 d. A risk and loss committee, to consist of the president and general man- 
 ager (one of whom shall be chairman), secretary-, medical director, comptroller, 
 and actuary or treasurer. Any three members shall constitute a quorum. 
 
 Sec. 2 . A majority of any committee (except the risk and loss committee) 
 shall constitute a quorum. Regular minutes shall be kept of the proceedings 
 of all standing and special committees, which shall be submitted to the board 
 at each stated meeting, or at any- other time it shall direct. All committee 
 business shall be transacted at a regular meeting, the time for which shall be 
 
PITTSBURGH LIFE AND TRUST. 
 
 281 
 
 fixed by order of the committee, or by a special call issued by the secretary 
 for that purpose. 
 
 Sec. 3. The board of directors may appoint such additional committees, 
 ■from time to time, as the interests of the company may seem to require, and to 
 define their duties. 
 
 Article 6. Sec. i. The executive committee shall exercise a supervisory 
 •control over the interests of the company in the absence of the board of direc- 
 tors. They shall consider and recommend to the board the salaries and com- 
 pensation to be paid to the respective officers and employees of the company. 
 They shall approve the form of policy of insurance to be issued and decided 
 upon, rates to be charged for insurance, and the rate at which the reserve shall 
 be calculated, and shall generally determine all questions connected with the 
 •conduct and management of the insurance department. 
 
 Sec. 2. It shall be the duty of the finance committee in connection with the 
 president to invest the funds of the company, and to sell, transfer and change 
 such investment, or collect the money due thereon. They shall certify the 
 annual statement to be made to the board, previous to declaring the amount 
 of profits earned. 
 
 Sec. 3. It shall be the duty of the auditing committee to examine the books 
 and assets of the company, at least once in each year, and to certify the facts to 
 the board as they find them, and at such other times as they may in their dis- 
 cretion deem proper. 
 
 Sec. 4. It shall be the duty of the risk and loss committee to pass upon all 
 applications for insurance, and policies shall be issued only after the application 
 has been approved by this committee, which said approval shall be endorsed 
 on the application by not less than three of the committee. They shall also 
 pass upon all death losses, and such losses shall be paid only after the ap- 
 proval of this committee, which approval shall be endorsed on the proofs of 
 loss by not less than three of the committee. 
 
 Article 7. Sec. i. Transfer of Stocks, Etc. The stock of this company 
 shall be assignable only on the books of the company in person, or by duly 
 authorized attorney or representative, and a transfer book shall be kept by the 
 secretary, in which all assignments and transfers of stock shall be made, and 
 which shall be witnessed by an officer of the company. Transfers of stock shall 
 be suspended for five days preceding the day on which dividends shall be de- 
 clared payable, and dividends shall be paid to the stockholders in whose names 
 the stock shall stand on the day on which the books are closed. 
 
 Sec. 2. Certificates of stock of the company shall be issued to the stock- 
 holders, signed by the president or one of the vice-presidents, with the seal of 
 the company duly affixed thereto and countersigned by the treasurer. When 
 stock is transferred, the certificate therefor shall be returned to the company 
 and canceled and new certificates issued. 
 
 Article 10. Sec. i. Annual Statement and Dividend. A full statement of 
 the affairs and business of the company shall be made at the January meeting 
 of the board in each year, when the annual division of surplus may be declared, 
 provided a majority of the board be present. 
 
 Article ii. Sec. i. Amendment. The by-laws of this company may be 
 changed, altered and amended, from time to time, at any general meeting of the 
 stockholders, or at any special meeting called for that purpose. 
 
282 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 PRESBYTERIAN MINISTERS FUND. 
 
 Charter of 1759 and Amendments. 
 
 Thomas Penn and Richard Penn, Esquires, true and absolute pro- 
 prietaries and governors in chief of the Province of Pennsylvania, and 
 counties of New Castle, Kent and Sussex, upon Delaware, to all to 
 whom these presents shall come, greeting. 
 
 Whereas, It hath been represented unto us, that the Presbyterian 
 ministers in the said Province of Pennsylvania have no other support 
 but a small and very uncertain income from the good will of their 
 people joined with their own labor, so that they have always found it 
 difficult to make any tolerable provision for their families and have 
 often seen the widows and children of such ministers very much 
 pinched and distressed by want and poverty without being able to afford 
 them suitable relief. 
 
 And that in case we would erect a corporation in the said province, 
 for the management and disposition of such sums of money as may be 
 subscribed or paid in, either by such Presbyterian ministers themselves, 
 or by any other person or persons, as a fund towards the relief of such 
 Presbyterian ministers within the said province and counties as shall 
 be in want and deserving of support and relief, and also for the relief 
 of the widows and children of deceased Presbyterian ministers of the 
 said province and counties, it would tend greatly to the relief of such 
 persons and be a means to obtain some provision for removing their 
 distresses. 
 
 And, Whereas, The Presbyterian ministers within the said province 
 have generally endeavored to promote religion, virtue and industry 
 among the people under their care, and have behaved as loyal and 
 dutiful subjects to his majesty, and as quiet and inoffensive neighbors, 
 and it seems reasonable to indulge them with the powers of a corpora- 
 tion for the purposes aforesaid. 
 
 Know, ye, therefore, that we being desirous to promote the aforesaid 
 good and charitable purpose, have given and granted, and, by these 
 presents for us, our heirs and successors, do give and grant that the 
 Rev. Robert Cross, the Rev. Francis Alison, William Allen, Esq., the 
 Rev. Gilbert Tennent, the Rev. Richard Treat, the Rev. Samuel Fin- 
 ley, Mr. Alex. Huston, Mr. Wm. Mcllvaine, Mr. John Mease, Mr. John 
 Bleakly, Mr. Thomas Bourne and Mr. Andrew Read, and such other 
 
PRESBYTERIAN MINISTERS FUND. 
 
 283. 
 
 persons as shall hereafter be admitted members of the corporation for 
 relief of poor and distressed Presbyterian ministers, and of the poor 
 and distressed widows and children of Presbyterian ministers, accord- 
 ing to the directions of these presents, and according to the by-laws 
 and constitutions hereafter to be made by the said corporation, be and 
 forever hereafter shall be, by virtue of these presents, one body cor- 
 porate and politic in deed and in name by the name of “The Corpora- 
 tion for Relief of Poor and Distressed Presbyterian Ministers and of 
 the Poor and Distressed Widows and Children of Presbyterian Min- 
 isters,” and them by the same name one body politic and corporate in 
 deed and in name, we do for us, our heirs and successors fully create, 
 constitute and confirm by these presents, and do grant that by the name 
 aforesaid they shall and may have perpetual succession and may and 
 shall at all times hereafter be persons, able and capable in the law, to 
 take, have, hold, receive and enjoy, and to transmit to their successors, 
 lands, tenements, rents and hereditaments to the value of one thousand 
 pounds sterling by the year in the clear above all outgoings and re- 
 prisals in fee simple or for any other estate, term or interest whatso- 
 ever, and also to take, have, hold, receive, and enjoy and to transmit 
 to their successors goods, chattels, moneys and effects, but at no time 
 to exceed the sum of twenty thousand pounds sterling in the gross. 
 And may and shall by the name, aforesaid, do and execute all things 
 with and touching and concerning the same for the benefit, succor and 
 relief from time to time of poor and distressed Presbyterian ministers 
 within the said province and counties, and for the benefit, succor and 
 relief of the poor and distressed widows and children of such Presby- 
 terian ministers at their good discretion and as to them shall seem meet. 
 And also that they and their successors by the name aforesaid be and' 
 shall be forever hereafter persons able and capable in law, to sue and be 
 sued, plead and be impleaded, answer and be answered unto, defend 
 and be defended in all or any courts of justice and before all or any 
 judges or other persons whatsoever in all manner of actions, suits, 
 causes and matters whatsoever and of what nature, kind or sort soever. 
 And that it shall and may be lawful to and for them and their succes- 
 sors forever hereafter to have a common seal for their use in their 
 affairs and business, and the same, at their will and pleasure, to change 
 and alter from time to time. And for the well governing and ordering 
 the affairs of the said corporation, we do, for us, our heirs and succes- 
 sors, further grant that it shall and may be lawful for the said corpora- 
 tion and their successors to meet together yearly and at such time or 
 times as they shall seem meet and most convenient in some proper place 
 in the city of Philadelphia (due and public notice being given at least 
 
^84 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 twenty days before the times of such meetings, not only of the day, 
 hour and place of such meeting, but of the cause thereof and of the 
 matters to be transacted at such meeting) . And that they, the said cor- 
 poration, being so met to the number of six persons thereof, at the 
 least, shall have full power and authority from time to time to make, 
 constitute and establish such lawful and reasonable by-laws, rules, 
 regulations, orders and constitutions as shall appear to them or the 
 major part of them, to be good and useful, honest and necessary ac- 
 cording to the best of their judgment and discretion, for the direction, 
 regulation and government of the said corporation and every member 
 thereof, and for the furtherance and advancement of the business of the 
 said corporation, and for the appointing and regulating the election or 
 nomination of future members of the said corporation, and also the 
 treasurer, secretary and such and so many other necessary officers as 
 they shall from time to time think fit, and for limiting and appointing 
 their respective trusts, duties and authorities, and for admitting new 
 members, and to do all other lawful things concerning the government, 
 estate, goods, lands, revenues, business and affairs of the said corpora- 
 tion, which by-laws, rules, regulations, orders and constitutions so to 
 be made as aforesaid shall be binding on all the members of the said 
 corporation and be from time to time inviolably observed according to 
 the tenor and effect of the same provided that the same be reasonable 
 in their own nature, and be not repugnant or contrary to the laws of 
 Great Britain or of the said province and counties. 
 
 In witness whereof we have caused these, our letters, to be made 
 patent. Witness, William Denny, Esquire, lieutenant-governor and 
 commander-in-chief in the said province and counties, at Philadelphia, 
 the eleventh day of January, in the thirty-second year of the reign of 
 of our Sovereign Lord, George the Second by the grace of God, of 
 Great Britain, France and Ireland, King, defender of the faith, and so 
 forth, and in the year of our Lord, one thousand seven hundred fifty 
 and nine. 
 
 (Great Seal.) 
 
 (Signed.) WILLIAM DENNY. 
 
 We, whose names are undersubscribed, members of the corporation, 
 by this charter constituted and therein nominated, do gratefully ac- 
 cept the same charter or grant. As witness our hand this sixth day of 
 February, 1759. Alexander Houston, Robert Cross, William 
 Mcllvaine, Francis Alison, John Mease, William Allen, John Bleakly, 
 Gilbert Tennent, Thomas Bourne, Richard Treat, Andrew Reed, 
 Samuel Finley. 
 
PRESBYTERIAN MINISTERS FUND. 
 
 285 
 
 Recorded in the office for recording of deeds for the city and county 
 of Philadelphia, in Patent Book A, Vol. 20, p. 423, etc., the second day 
 of May, 1759. Witness my hand and the seal of my office. 
 
 (Signed.) C. BROCKDON, 
 Recorder. 
 
 Amendments. 
 
 May 3, 1856, it is ordered and decreed by the Court of Quarter 
 Sessions for Philadelphia County, That the corporate name, style and 
 title of “The Corporation for Relief of Poor and Distressed Presby- 
 terian Ministers and of the Poor and Distressed Widows and Children 
 of Presbyterian Ministers” be changed, and that the same shall here- 
 after be called and known, and have continuance by the name, style, 
 and title of “The Presbyterian Annuity Company.” 
 
 March 27, 1875, it is ordered, adjudged, and decreed by the Court of 
 Common Pleas, No. 2, for Philadelphia County, That the name and 
 title of “The Presbyterian Annuity Company” be amended and changed 
 to “The Presbyterian Annuity and Life Insurance Company,” by which 
 latter name and title the said corporation shall henceforth be known. 
 
 That the limitation heretofore imposed upon the value of the per- 
 sonal property and the yearly value of the lands, tenements, and heredit- 
 aments held and owned by the corporation is hereby removed and the 
 value of the personal property, and the yearly value of the lands, tene- 
 ments, and hereditaments of the said company, shall be restricted to 
 such limitations only as are now or hereafter may be imposed by law 
 upon like corporations. 
 
 And that the said “The Presbyterian Annuity and Life Insurance 
 Company” be hereby authorized and empowered to insure the lives 
 of the laymen and their families of the different branches of the Pres- 
 byterian Church throughout the United States of America, and to 
 grant annuities to said laymen and their families as fully and effectually 
 as it is now authorized and empowered to insure the lives of ministers 
 of the Presbyterian Church and to grant annuities to said ministers. 
 
 December 4, 1876, it is ordered, adjudged, and decreed by the Court 
 of Common Pleas, No. 3, for Philadelphia County, That the “Presby- 
 terian Annuity and Life Insurance Company” be hereby authorized and 
 empowered to make insurance on the lives of human beings and to 
 grant annuities without regard to any sectarian or denominational con- 
 nections whatsoever. 
 
 March 10, 1888, it is ordered, adjudged, and decreed by the Court 
 of Common Pleas, No. 3, for Philadelphia County, That the name and 
 
-286 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 title of “The Presbyterian Annuity and Life Insurance Company” be 
 amended and changed to “The Presbyterian Ministers Fund,” by which 
 latter name and title the said corporation shall henceforth be known. 
 
 July 15, 1889, application for change of name of “The Presbyterian 
 Annuity and Life Insurance Company” to that of “Presbyterian 
 Ministers Fund,” in accordance with act of Assembly of May I, 1876, 
 Sec. 31, approved by the Governor of the State. 
 
PROVIDENT LIFE AND TRUST. 
 
 287 
 
 THE PROVIDENT LIFE AND TRUST COMPANY OF 
 PHILADELPHIA. 
 
 An act to incorporate The Provident Life and Trust Company of 
 Philadelphia. 
 
 Sec. 1. [Commissioners to Receive Subscriptions .] — Be it enacted 
 by the Senate and House of Representatives of the Commonwealth of 
 Pennsylvania in general assembly met, and it is hereby enacted by 
 the authority of the same, that Charles Rhoads, Anthony M. Kimber, 
 John S. Hilles, Elliston P. Morris, Henry Haines, T. Wistar Brown, 
 William Hacker, Philip C. Garret, Richard Cadbury, Samuel R. 
 Shipley, John B. Garrett, J. Wistar Evans, John E. Carter, or any 
 five of them, are hereby appointed commissioners to open books of 
 subscription, and organize a company by the name, style and title of 
 '‘The Provident Life and Trust Company of Philadelphia,” which shall, 
 so far as not inconsistent with the provisions of this act, have all the 
 rights, powers, privileges and franchises conferred, and be subject to 
 the restrictions imposed by the first, second, third, fifth, sixth, seventh, 
 ninth, tenth, eleventh, sixteenth and seventeenth sections of an act to 
 provide for the incorporation of insurance companies, approved the 
 second day of April, A. D. 1856, and shall have the powers and priv- 
 ileges mentioned, as appertaining to the second class in the seventh 
 section of said act, and shall transact its business on the joint stock and 
 mutual principles combined. 
 
 Sections of the General Law Referred to Above. 
 
 Sec. 1. [ Powers of Commissioners.] — Be it enacted by the Senate 
 and House of Representatives of the Commonwealth of Pennsylvania, 
 in general assembly met, and it is hereby enacted by the authority of 
 the same, that whenever a special act of the general assembly shall be 
 passed, authorizing the incorporation of an insurance company within 
 this Commonwealth, the commissioners named in such act, or any 
 five of them, shall have power to open books for receiving subscrip- 
 tions to the capital stock of said company, at such time and place as 
 they may deem expedient, after having given at least thirty days’ pre- 
 vious notice in one or more newspapers published in the county where 
 a book of subscription is to be opened, or if no such paper shall be pub- 
 lished in said county, then in a newspaper published in the next adjoin- 
 
288 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 ing county ; at which time and place two or more of said commissioners 
 shall attend, and permit all persons of lawful age who shall offer to 
 subscribe in such book, in their own names, or in the name of any 
 person who shall duly authorize the same, for any number of shares of 
 stock; and the said book shall be kept open for the purpose aforesaid, 
 at least six hours in every secular day, for the space of five days, or 
 until the said book shall have the whole number of shares so authorized 
 therein subscribed ; and if, at the expiration of the said five days, the 
 book aforesaid shall not have the full number of shares so authorized 
 therein subscribed, the said commissioners may adjourn from time to 
 time, and transfer said book from place to place, until the whole num- 
 ber of shares shall be subscribed; of which adjournment and transfer, 
 the commissioners aforesaid shall give public notice in one or more 
 newspapers published as aforesaid; and when the whole number of 
 shares shall be subscribed as aforesaid, the said book shall be closed; 
 provided, always, that every person offering to subscribe in such book, 
 in his own or any other name, shall, at the time of subscribing, pay to 
 the attending commissioners five dollars for every share subscribed by 
 such person; out of which fund shall be defrayed such incidental 
 charges and expenses as may be incurred in taking such subscription, 
 and the remainder shall be paid to the treasurer of the corporation as 
 soon as the same shall be organized, and the officers chosen as herein- 
 after mentioned. 
 
 Sec. 2. [When Charter Shall Issue.] — That when twenty persons 
 or more shall have subscribed the whole number of shares authorized, 
 and shall have paid ten per centum on the capital stock, the said com- 
 missioners, or a majority of them shall certify, under their hands and 
 seals, and with their oaths or affirmations respectively, the names of 
 the subscribers, and the number of shares subscribed and amount paid 
 in by each, to the governor of this Commonwealth, who, thereupon, if 
 satisfied of the truth of said certificate, shall, by letters patent under his 
 hand and seal of the State, create and erect the subscribers into a body 
 politic and corporate in deed and in law, by the name, style and title 
 designated by said special act; and by such name the said subscribers, 
 and those who may thereafter become associated with them, shall have 
 perpetual succession, and shall be able to sue and be sued, implead and 
 be impleaded in all courts of record and elsewhere, and to make and to 
 have a common seal, and the same to break, alter and renew at pleas- 
 ure ; and also to ordain, establish and put in execution such by-laws, 
 ordinances and regulations as shall be necessary and convenient for the 
 government of said corporation, not being contrary to the Constitution 
 or laws of the United States or of this Commonwealth, and generally 
 
PROVIDENT LIFE AND TRUST. 
 
 289 
 
 to do all and singular the matters which to them it shall lawfully ap- 
 pertain to do for the well-being of the said corporation and the man- 
 agement of the affairs thereof. 
 
 Sec. 3. [Capital Stock of Company.] — That the capital stock of 
 such company shall be divided into shares of fifty dollars each, pay- 
 ment of which shall be made in gold, silver, or notes of specie-paying 
 banks of this Commonwealth, and the manner following, to wit : Five 
 dollars on each share at the time of subscription as aforesaid, and 
 twenty dollars on each share within ninety days thereafter, the residue 
 to be paid in such instalments as by the by-laws of the corporation shall 
 be directed ; and if any subscriber, his or her assignee or transferee, shall 
 refuse or neglect to pay the first or any subsequent instalment called 
 for and demanded by the directors of said company for the space of 
 sixty days after the same shall be payable, such subscriber, his or her 
 assignee or transferee, shall forfeit each and every share on which 
 payment shall not have been duly made, or shall be liable to suit there- 
 for, with one per centum a month interest thereon, in the same manner 
 as debts of the like amount are now recoverable. 
 
 Sec. 5. [How Directors Shall Be Chosen.] — That at all elections 
 for directors, the votes of the stockholders shall be by ballot, each share 
 of stock not exceeding ten having one vote, and every five shares over 
 ten having one additional vote. No stockholder shall vote by proxy, 
 nor shall he or she be entitled to vote after the said first election, unless 
 the share or shares shall have been standing in his or her name, on 
 the books of the company, for three months previous to said election, 
 nor unless the whole sum due and payable on the share or shares by 
 him or her held at the time of such election, shall have been fully paid 
 and discharged. The first election of directors shall be held on the 
 third Monday after letters patent shall have been granted as afore- 
 said ; and said directors then chosen shall hold their offices until the 
 first annual election, or until new directors shall be chosen as herein 
 provided. 
 
 Sec. 6. [Stock May Be Assigned.] — That the shares of stock of 
 the said corporation shall be assignable and transferable only on the 
 books of the corporation, according to such rules and regulations as 
 the directors shall for that purpose ordain and establish, and not 
 otherwise. 
 
 Sec. 7. [Kinds of Insurance Companies.] — The said companies 
 shall be divided into two classes, the first of which shall be empowered 
 to take risks against fire on all kinds of buildings, merchandise and 
 other property, either limited or perpetual ; to effect marine and inland 
 
2 go CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 insurances on vessels, cargoes and freights, and on merchandise and 
 other property transported on rivers, canals, lakes and railroads, and 
 by steamboats, wagons, or otherwise, and to reinsure themselves. And 
 the second class shall be empowered to insure the respective lives of its 
 members and others, and to make all and every insurance appertaining 
 to life risks of whatever kind or nature, and to receive and execute 
 trusts, to make endowments, and to grant and purchase annuities ; but 
 in no case shall the powers conferred on the one class be exercised by 
 the other class without special authority therefor from the legisla- 
 ture; provided, that any company may limit itself in its charter to the 
 exercise of a portion of the powers enumerated under either of the 
 foregoing classifications. 
 
 sj; sje ;jc jjs 
 
 Sec. 9. [How Assets May Be Invested .] — That it shall and may be 
 lawful for said companies to employ and invest their capital stock and 
 other moneys of said companies in bonds and mortgages on real estate, 
 in respondentia or bottomry bonds, ground rents, stocks or loans of the 
 United States and State of Pennsylvania, and in stocks or loans of any 
 borough, city or institution incorporated by the laws of this State, and 
 in other good securities, and to sell and transfer the same, and to re- 
 invest the proceeds of such sale or transfer in other such loans, stocks 
 or securities ; and the real estate which it shall be lawful for said com- 
 pany to purchase, receive, hold and convey, shall be 
 
 1. Such as shall be requisite for its immediate accommodation in 
 the convenient transaction of business. 
 
 2. Such as shall have been mortgaged to it in good faith, by way of 
 security for loans previously contracted, or for moneys due. 
 
 3. Such as shall have been conveyed to it in satisfaction of debts 
 previously contracted in the course of its dealings. 
 
 4. Such as shall be purchased at sales upon judgments, decrees or 
 mortgages obtained or made for debts due said company, or for debts 
 due other persons where said company may have liens or incumbrances 
 on the same, and the purchase is deemed necessary to save the com- 
 pany from loss ; provided, that no real estate acquired by the corpora- 
 tion, except that necessary for the transaction of business, shall be 
 retained by said corporation for a longer period than five years ; and 
 provided further, that whenever such company shall have the power of 
 receiving and executing trusts under the second classification afore- 
 said, it shall be and is hereby authorized and empowered to take, re- 
 ceive and hold all estates and property, real and personal, which may 
 be granted, committed, transferred or conveyed to it, with its con- 
 sent, upon any trust or trusts whatsoever, at any time or times, by 
 
PROVIDENT LIFE AND TRUST. 
 
 29I 
 
 any person or persons, body or bodies corporate, or by any court of 
 the United States or of this State, and to administer, fulfill and dis- 
 charge the duties of such trusts. 
 
 Sec. 10. [How Contracts May Be Issued.] — That in execution of 
 the several powers that may be conferred on such companies respec- 
 tively, they are hereby empowered to make, execute, and perfect such 
 contracts, bargains, agreements, policies and other instruments as shall 
 or may be necessary, and as the nature of the case may require; and 
 every such contract, bargain, policy and other agreement, shall be in 
 writing or print under the corporate seal, and signed by the president, 
 or in his absence or inability to serve, by the vice-president or other 
 officer in that event designated by the by-laws, and shall be duly at- 
 tested by the secretary or other proper officer of said company, who 
 may be in like manner designated. 
 
 Sec. 11. [Mutual and Stock Companies.] — That whenever any 
 company may be incorporated under this law, and may intend to trans- 
 act its business upon the mutual principle exclusively, or in connec- 
 tion with a joint stock capital, it shall be so designated in its charter; 
 and if upon the mutual principle exclusively, then the parties named in 
 said special act, and their associates, shall be made and constituted a 
 body corporate, directly, and without the grant of letters patent, as 
 hereinafter provided in reference to joint stock companies, and in that 
 case all persons insuring with, and continuing to be insured therein, 
 shall thereby become members during the period they shall remain so 
 insured, and no longer, and shall pay such rates as shall be determined 
 by the board of directors, and be liable for all losses or expenses of said 
 company to the amount of the premiums paid or agreed to be paid, by 
 said members respectively. At the elections for directors, each mem- 
 ber insured by any sum not less than one dollar, paid in as a premium 
 of insurance to said company during the year previous to said elec- 
 tion, and on policy then existing, shall have one vote ; and for every 
 additional twenty-five dollars so paid, one other vote. In other re- 
 spects, the management of said mutual companies shall be as hereinbe- 
 fore provided in reference to joint stock insurance companies; pro- 
 vided, however, that no company incorporated with the powers before 
 enumerated under the second class, shall undertake or execute trusts 
 of any description, until at least one hundred thousand dollars as capi- 
 tal stock shall have been first subscribed and paid in. 
 
 * * * * * * 
 
 Sec. 16. [Tax on Stock and Dividends.] — That all companies in- 
 corporated under this act, shall semi-annually account for, and pay 
 into the treasury of this Commonwealth the tax on capital stocks and 
 
292 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 dividends, as provided by the thirty-third section of an act to reduce the 
 State debt and incorporate the Pennsylvania Canal & Railroad Com- 
 pany, passed the twenty-ninth day of April, A. D. 1844, or as may be 
 from time to time provided by law. 
 
 Sec. 17. [Penalty for Embezzlement .'] — That if any director or 
 officer of any of said companies shall fraudulently embezzle or appro- 
 priate to his own use, or to the use of any other person or persons, 
 any money or other property belonging to the said institution, or left 
 with or held by the said company in trust as a special deposit or other- 
 wise, he or they, on conviction thereof, shall be fined in a sum not less 
 than the amount so appropriated or embezzled, and sentenced to 
 undergo an imprisonment in the penitentiary, in separate and solitary 
 confinement at labor, for any term not exceeding five years, at the 
 discretion of the . court ; provided, that this shall not prevent any per- 
 son aggrieved from pursuing his, her or their civil remedy against such 
 person or persons. 
 
 Sec. 2. [ Directors to Manage Company .] — The affairs of said 
 
 company shall be managed by nine directors, stockholders of said com- 
 pany. The board of directors first elected, at the time designated in 
 the fifth section of said act, shall, at their first meeting after their 
 election, divide themselves by lot into three classes of three each ; the 
 first class shall continue to be directors until the next regular annual 
 meeting of the stockholders, the second class until the next regular an- 
 nual meeting but one ; and the third class until the next regular annual 
 meeting but two. The regular annual meetings of the stockholders 
 shall be held on the second day of the first month in each year, and an 
 election shall be held on the said day, in each year, between the hours 
 of 10 A. M. and 2 P. M., for three directors to serve for three years.* 
 Nothing herein contained shall be construed to make the outgoing 
 directors ineligible for re-election ; and the directors for the time being 
 shall continue in office until others are elected in their place. The 
 board of directors shall annually elect a president from their own num- 
 ber, and such other officers and agents as they may deem necessary or 
 expedient, for conducting the business of said company, and shall 
 have the power to declare, by by-laws, what number of directors, less 
 than a majority of the whole, shall constitute a quorum for the trans- 
 action of business. The officers of said corporation shall perform the 
 duties of their respective offices until they shall be re-elected, removed 
 
 * By the supplements approved March 12, 1866, and February 1, 1871, the time for holding 
 the regular annual meeting of stockholders is changed to the second Monday of first month 
 (January) in each year, and the number of directors increased to fifteen, of whom five shall 
 be voted for at each annual election. , 
 
PROVIDENT LIFE AND TRUST. 
 
 293 
 
 from office, or their successors shall be chosen. And in case of the 
 death or resignation of a director, the vacancy occasioned thereby may 
 be filled by the remaining directors. 
 
 Sec. 3. [Amount of Capital Stock.] — The capital stock of said 
 company shall consist of three thousand shares of fifty dollars each, to 
 be paid in lawful money of the United States, in such instalments as 
 the directors may determine; and a majority of the stockholders con- 
 vened for that purpose, on ten days’ notice, published in two daily 
 newspapers in the city of Philadelphia, may increase the capital stock 
 to an amount not exceeding ten thousand shares, to be paid in such 
 instalments as the directors may determine.* 
 
 Sec. 4. [Directors May Declare Dividends.] — The directors shall 
 have the power, annually or oftener, to declare dividends out of the 
 net profits of the business of the company. 
 
 Sec. 5. [May Assume Various Trusts.] — It shall be lawful for 
 any court of the Commonwealth of Pennsylvania, with the consent of 
 said company, to appoint them trustee, assignee, guardian of a minor, 
 committee of a lunatic, or receiver, and to allow them like compensa- 
 tion for the execution of such trusts as would, by law, be allowed to 
 individuals executing such trusts ; provided, that no bond or collateral 
 security shall be required from said company when appointed trustee, 
 assignee, guardian, committee, or receiver ; but for the proper care and 
 investment of property or moneys received by them, under such trust, 
 they shall be liable to the same extent as individual trustees, etc., are 
 liable. f 
 
 Sec. 6. [May Receive Money on Deposit.] — The said company are 
 authorized and empowered to receive moneys on deposit, to be re- 
 turned on demand, or on such notice and with such interest as may be 
 agreed upon between the parties ; provided, that such rate of interest 
 shall in no case, exceed six per cent per annum. 
 
 Sec. 7. [Policyholders may Vote.] — At the election for directors 
 beside the votes to which stockholders are entitled, each policyholder 
 in said company, having paid to the same not less than fifty dollars in 
 premiums on such policy, shall be entitled to one vote.l 
 
 * The power granted in Sec. 3 was exercised by the stockholders resolving, at a special 
 meeting called for that purpose and held fifth month, 24, 1870, to increase the capital stock 
 to the sum of five hundred thousand dollars, which has since been paid in. 
 
 By supplement approved April 1, 1873, authority was given to increase the capital stock 
 from time to time to a sum not exceeding two millions of dollars; also, to change the par 
 value of the stock to one hundred dollars per share, and to issue one share at the increased 
 value in place of two of the old shares. 
 
 t By supplement approved March 12, 1866, it was enacted that any persons or bodies 
 politic or corporate may appoint this company trustees, etc. 
 t Amended by supplement of March 12, 1866. 
 
294 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 8. [Location of Place of Business.] — The business of the said 
 corporation shall be carried on at such place in the city of Philadelphia 
 as the directors shall direct, and at such agencies as they may establish. 
 Approved the twenty-second day of March, A. D. 1865. 
 
 Amendment of 1866. 
 
 A supplement to an act entitled “An act to incorporate the Provident 
 Life and Trust Company of Philadelphia.” 
 
 Sec. 1. [Changing Date of Annual Meeting.] — Be it enacted by 
 the Senate and House of Representatives of the Commonwealth of 
 Pennsylvania, in general assembly met, and it is hereby enacted by 
 authority of the same, that so much of the second section of the act to 
 which this is a supplement, as provides that the regular annual meeting 
 of the stockholders of said company shall be held on the second day of 
 the first month in each year, be and is hereby repealed, and such meet- 
 ing shall hereafter be held on the second Monday of the first month, 
 January, in each and every year. 
 
 Sec. 2. [May be Appointed Trustee.] — That it shall and may be 
 lawful for any person or persons, or bodies politic or corporate, by 
 deed, will, or otherwise, to make and appoint the said company, trustee, 
 guardian of the estates of minor children, committee of a lunatic, or 
 receiver, in the same manner and upon the same provisions, as by the 
 fifth section of the act to which this is a supplement, any court of the 
 Commonwealth of Pennsylvania can or may do ; and the said company 
 is further empowered to accept such appointments, and to act as ex- 
 ecutor or administrator of any deceased testator or intestate, without 
 there being required to be given by said company, any bond or sureties 
 for the fulfillment of such trusts ; and letters testamentary and of ad- 
 ministration may be issued by the registers of wills for the proper 
 counties, to them, for such appointments as executor or administrator, 
 as the said company may accept, without such bond or sureties. 
 
 Sec. 3. [Capital Stock Security for Trusts.] — That the capital stock 
 of said company shall be taken and considered as the security required 
 by law for the faithful performance of their duties as such executors 
 or administrators, guardians, trustees, or receiver, and shall be liable 
 in case of any default. 
 
 Sec. 4. [Stockholders may Vote for Directors.] — That the seventh 
 section of the said act incorporating said company, be and hereby is 
 repealed, and that every policyholder in the said company, having paid 
 up the dues to the company on their several policies, shall be entitled 
 at each annual election for directors, to one vote for one director. 
 
 Approved March 12, 1866. 
 
PROVIDENT LIFE AND TRUST. 
 
 2 95 
 
 Amendment of 1869. 
 
 A supplement to an act to incorporate the Provident Life and Trust 
 Company of Philadelphia, requiring the profits arising from life 
 insurance business to be divided amongst the policyholders. 
 
 Sec. 1. [Dividends to Policyholders.] — Be it enacted by the Senate 
 and House of Representatives of the Commonwealth of Pennsylvania, 
 in general assembly met, and it is hereby enacted by authority of the 
 same, that the first section of the act to which this is a supplement, 
 shall be amended by adding thereto the following provision, viz. : 
 “And that all the net profits to be derived from the business of life in- 
 surance, after deducting the expenses of the company, shall be divided 
 pro rata among the holders of the policies of such life insurance, 
 equitably and ratably, as the directors of said company shall and may, 
 from time to time, ascertain, determine and report the same for 
 division.” 
 
 Approved the eighteenth day of February, A. D. 1869. 
 
 Amendment of 1871. 
 
 A further supplement to an act entitled “An act to incorporate the 
 Provident Life and Trust Company of Philadelphia,” approved the 
 twenty-second day of March, A. D. 1865, increasing the number 
 of directors of said company. 
 
 Sec. 1. [May Increase Number of Directors .] — Be it enacted by 
 the Senate and House of Representatives of the Commonwealth of 
 Pennsylvania, in general assembly met, and it is hereby enacted by the 
 authority of the same, that the said company shall have the power to 
 increase the number of the directors thereof to any number not ex- 
 ceeding fifteen in all and so much of the section of the said act of in- 
 corporation as limits the number of said directors to nine, is hereby 
 repealed. 
 
 Sec. 2. [Term of Office of Directors.] — That the existing board of 
 directors of said company may appoint additional directors thereof, not 
 exceeding six in number, to serve with them until the next ensuing 
 annual election ; the directors then holding office shall have power to 
 regulate and determine the tenure of office of the individual members 
 of such new board, and their successors, in such a manner as shall 
 insure the expiration of the terms in office of at least one-third of the 
 whole number of directors, at the end of each year thereafter ; provided, 
 however, that any member of said board shall be deemed eligible for 
 re-election. 
 
 Approved the first day of February, A. D. 1871. 
 
296 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Amendments of 1873. 
 
 A further supplement to an act to incorporate the Provident Life and 
 Trust Company of Philadelphia, authorizing an increase of the 
 capital of the said company and a change in the par value of the 
 shares thereof, and allowing said company to insure the safety of 
 property entrusted to their keeping. 
 
 Sec. 1. [Capital may be Increased .] — Be it enacted by the Senate 
 and House of Representatives of the Commonwealth of Pennsylvania 
 in General Assembly met, and it is hereby enacted by the authority of 
 the same, that the Provident Life and Trust Company of Philadelphia 
 shall have the power to increase the capital stack of said company, 
 from time to time, as the stockholders by vote at special meetings to be 
 called from time to time for that purpose, may determine, to a sum not 
 exceeding two millions of dollars. 
 
 Sec. 2. [Certificates of Stock May be Changed.] — That whenever 
 the stockholders of said company, at a general or special meeting 
 thereof, may so elect and decide, the par value of the shares of the 
 capital stock of said company may be changed from fifty dollars per 
 share to one hundred dollars per share, and the old certificates thereof 
 taken in and new ones issued in lieu thereof, at the rate of one share 
 at the increased value for two of the old shares. 
 
 Sec. 3. [May Become a Safe Deposit Company.] — That the said 
 company shall also have power to receive upon deposit, for safe keep- 
 ing, stocks, bonds and other property or valuables, and to make in- 
 surance for the safe keeping and proper return thereof, upon such 
 terms and conditions as by by-laws and rules of the said company may 
 be prescribed. 
 
 Approved the first day of April, A. D. 1873. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. 1. Officers. — The officers of the company shall be a president, one or 
 more vice-presidents, an actuary, a manager of the insurance department, a 
 trust officer and assistant trust officer, a treasurer, a secretary, and such other 
 officers as may from time to time be required for the prompt and orderly trans- 
 action of the business of the company. 
 
 Sec. 2. Time of Holding Office. — The president and vice-presidents shall be 
 elected annually by the board of directors. The actuary and other subordinate 
 officers shall be appointed by the board, and shall hold their offices during the 
 pleasure of the board. 
 
 Sec. 9. Meetings of the Board. — The stated meetings of the board of direc- 
 tors shall be on the first second day of every month, except when the second 
 day of the week shall fall on the first, second or third day of the month, in 
 which case the meeting shall be on the following second day; and special meet- 
 
PROVIDENT LIFE AND TRUST. 
 
 297 
 
 ings may at any time be called by the president on his own authority, or when 
 requested by two directors. Eight directors shall be a quorum. 
 
 Sec. 11. Committee of Finance, Etc. — At the first meeting of the directors 
 after the election, a committee of four or more directors, one of whom shall be 
 a vice-president, to be called the committee of finance and accounts, and a 
 committee of eight or more directors, to be called the committee on trusts and 
 audit, shall be appointed by the president, to serve during the year; and in case 
 of the death, resignation or continued absence of any member of the said com- 
 mittees, another shall be appointed in his place. 
 
 The duty of the committee on finance shall be to supervise and control the 
 investments of the company in accordance with the provision of the act of 
 incorporation, except the investments in mortgages and ground rents. They 
 shall exhibit minutes of their proceedings to the board monthly. 
 
 The duty of the committee on trusts and audit shall be to examine the assets 
 of the company at least once in three months, and to advise in all matters 
 relating to trusts which may be confided to the care of the company. They 
 shall also supervise and control the investment of moneys in mortgages and 
 ground rents. 
 
 Sec. 12. Special Committees. — All special committees shall be appointed by 
 the president. 
 
 Sec. 13. Insurance and Contracts. — The officers of the company shall have 
 power to insure on any single or joint lives any sum not exceeding $75,000 and 
 may contract for annuities and endowments. All insurance policies, annuity 
 bonds or other contracts made by the company must be signed by the presi- 
 dent or one of the vice-presidents, and the seal of the company must be duly 
 affixed thereto, and attested by the signature of any one of the following offi- 
 cers, viz. : the actuary, trust officer, assistant trust officer, treasurer or secretary. 
 
 Sec. 14. Deposits of Moneys. — All moneys belonging to the company, ex- 
 cept such amounts as may be kept for convenience in the company’s vault and 
 temporarily in banks of other cities subject to check by the general agents of 
 the company, shall be deposited in the name of the company in such banks as 
 the president may designate from time to time. No> money shall be drawn 
 from such accounts otherwise than by checks signed by the president, one of 
 the vice-presidents, or the treasurer. Said checks shall be drawn to the order 
 of the paying teller, and endorsed by him, or with his name for him by proxy 
 by one of the following officers : the actuary, trust officer, assistant trust officer, 
 or secretary, or by the president, or one of the vice-presidents, or the treasurer, 
 when the checks are not signed by the officer endorsing. 
 
 Sec. 16. Transfers of Bonds, Stocks, Etc. — The president or either vice- 
 president of the company is hereby authorized and empowered to transfer, 
 either in person or by attorney, all loans of the United States, the State of 
 Pennsylvania, the city of Philadelphia, and any other loans or stocks registered 
 in the name of the company which may be held for itself or in a fiduciary 
 capacity, and for that purpose to execute special powers with the seal of the 
 company duly affixed thereto, and attested by the signature of any one of the fol- 
 lowing officers, viz.: the actuary, trust officer, assistant trust officer, treasurer 
 or secretary. 
 
 Sec. 17. Conveyances of Real Estate, Etc. — All transfers and conveyances 
 of real estate, assignments of mortgages, extensions of mortgages, releases of 
 mortgages, assignments and extinguishments of ground rents, and generally all 
 
298 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 instruments touching or affecting the title to real estate, whether said real 
 estate, mortgages or ground rents shall be a part of the general corporate prop- 
 erty of the company or held in any fiduciary capacity, shall be made and ex- 
 ecuted in the name of the company by the president or one of the vice-presi- 
 dents thereof under the corporate seal duly attested by the actuary, trust officer, 
 assistant trust officer, treasurer, or secretary, or either of them; and authority 
 to execute all transfers, conveyances, assignments, extensions, releases, extin- 
 guishments and instruments touching or affecting the title to real estate as 
 aforesaid, is hereby upon said officers conferred as fully, amply and entirely 
 and with the same and like force and effect as if a special resolution of the 
 board of directors were adopted in each case; and all transfers, conveyances, 
 assignments, extensions, releases, extinguishments and instruments touching 
 or affecting the title to real estate as aforesaid, heretofore so made and executed, 
 are hereby ratified, approved and confirmed. 
 
 Sec. 20. Transfers of Company’s Stock. — The stock of this company shall 
 be assignable only on the books of this company, in person or by duly au- 
 thorized attorney or representative, subject to all the restrictions and provisions 
 of the act under which this company is organized; and a transfer book shall be 
 kept, in which all assignments and transfers of stocks shall be made, and which 
 shall be witnessed by an officer of the company. Transfers of stock shall be 
 suspended for five days preparatory to the day on which dividends shall be 
 declared payable; and dividends shall be paid to the stockholders in whose 
 name the stock shall stand on the day on which the books are closed. 
 
 Sec. 21. Certificates of Stock. — Certificates of stock of the company shall 
 be issued to stockholders signed by the president or one of the vice-presidents 
 with the seal of the company duly affixed thereto and attested by the signature 
 of any one of the following officers: the actuary, trust officer, assistant trust 
 officer, treasurer, or secretary. The certificate shall state upon the face thereof 
 that the stock is transferable only on the books of the company; and when 
 stock is transferred, the certificates thereof shall be returned to the company 
 and canceled, and new certificates issued. The stock of the company shall be 
 duly registered by some other corporation. 
 
 Sec. 22. Expenses. — All the current expenses of the company shall be paid 
 by the treasurer. They shall be charged to the life insurance fund upon the 
 books of the company, except that all taxes upon dividends made to the stock- 
 holders, and upon moneys on deposit, shall be charged against the earnings 
 of the stock department. 
 
 Sec. 23. Disclosure of Business. — No director, officer, or employee of this 
 company shall be allowed to disclose any of the business of the company, or 
 of any of its dealers, that is not of a public nature, or duly required by legal 
 authority, except the necessary information to dealers concerning their own 
 particular business. 
 
 Sec. 24. Insurance and Stock Dividends. — In order that the policyholders 
 shall receive the entire benefit from the insurance fund, the insurance account 
 shall be kept separate and distinct from the trust accounts, and moneys received 
 for premiums and annuities shall be securely invested. The surplus of this 
 fund shall be carefully calculated, and dividends shall be made on the con- 
 tribution plan, so that each policyholder shall receive one on the payment of 
 his third yearly premium, and annually thereafter on the payment of each sub- 
 sequent yearly premium, whenever a declaration of dividend shall be made by 
 
PROVIDENT LIFE AND TRUST. 
 
 299. 
 
 the board. At the stated meetings of the board in the sixth and twelfth months 
 of every year, the board may declare a dividend of so much of the profits of the 
 stock branch of the company as they shall judge expedient, and the same shall 
 be payable to the stockholders on demand; but such dividends shall in no case 
 exceed the amount of the net profits then on hand. 
 
 Sec. 24. The purchase of stock of this company by any of the officers or 
 employees thereof, for the purpose of speculation or resale, is forbidden; and 
 no charge or brokerage of any kind shall be made by them on sales of stock; 
 but nothing herein contained shall be construed to forbid a purchase for invest- 
 ment on the part of said officers or employees. 
 
 Sec. 25. Amendments. — The by-laws of this company may be changed, al- 
 tered and amended from time to time by the board of directors, provided that 
 any proposal for such change or amendment shall be made in writing at any 
 regular monthly meeting of the board, and shall lie over for final action thereon 
 until at least the next regular monthly meeting thereafter, and that the notice 
 of the meeting at which the by-law is to be finally passed upon shall contain a 
 notice that such action is to be taken. 
 
 * * * * * * 
 
 At a stated meeting of the board of directors of the Provident Life and Trust 
 Company of Philadelphia, held 2d mo. 6th, 1899, the foregoing by-laws were 
 adopted. Sections 13 and 14 amended 1 — 6 — ’02. SECRETARY. 
 
3 °° 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 PROVIDENT SAVINGS LIFE ASSURANCE SOCIETY OF 
 
 NEW YORK. 
 
 Amended Charter. 
 
 Article i. [Name of Society.] — This corporation shall be called 
 the “Provident Savings Life Assurance Society of New York,” The 
 place where it shall be located, and where shall be the principal office 
 for the transaction of business, shall be the city of New York. 
 
 Article 2. [Kind of Business to be Done.] — The kind of business 
 to be undertaken by the corporation shall be to “make insurance upon 
 the lives of individuals and every insurance appertaining thereto or 
 connected therewith, and to grant, purchase or dispose of annuities.” 
 This corporation shall possess and enjoy all powers, privileges and 
 franchises, and shall be subject to all restrictions, regulations and ob- 
 ligations imposed upon incorporations organized or existing under the 
 said act passed by the Legislature of the State of New York, June 24, 
 1853, and acts passed or to be passed in amendment thereof or supple- 
 mental thereto. 
 
 Article 3. [Capital Stock.] — The capital stock of this corporation 
 shall be one hundred thousand dollars. 
 
 Article 4. [Distribution of Surplus.] — Within sixty days after the 
 close of each fiscal year, a valuation of the assets and the liabilities of 
 the corporation shall be made, when, after providing for all outstand- 
 ing obligations, including such additional reserve as shall be deemed 
 advisable, the surplus shall be divided as follows. First, the stock- 
 holders shall be entitled to a semi-annual dividend, not to exceed three 
 and one-half per cent, on the amounts standing to their credit on the 
 books of the corporation. Second, the net surplus arising from the 
 payments of persons insured upon the participating or mutual plan, 
 shall be divided amongst them in equitable proportions. Third, any 
 surplus arising from the payments of persons insured upon the non- 
 participating or stock plan, and that derived from other sources, shall 
 be credited pro rata to the stockholders, but shall be retained by the 
 corporation as a guaranty fund, until the same shall amount to the 
 sum of two hundred and fifty thousand dollars, after which any excess 
 may be divided amongst the stockholders annually. 
 
 Article 5. [Pozvers Vested in Board of Directors.] — The corpo- 
 rate powers of the corporation shall be vested in a board of directors 
 
PROVIDENT SAVINGS LIFE. 
 
 301 
 
 and shall be exercised by them and by such officers and agents as they 
 may appoint, and from time to time empower. The board of directors 
 shall consist of fifteen persons, each of whom shall be a stockholder in 
 the corporation. 
 
 Article 6. [Directors Divided into Classes.] — The first board of 
 directors shall be elected by the stockholders at a meeting to be called 
 for that purpose by the commissioners appointed to receive subscrip- 
 tions to the capital stock. The directors so elected shall, immediately 
 after organization, proceed to divide themselves into four classes, the 
 terms of which shall expire in one, two, three and four years, respec- 
 tively. The annual election for directors shall be held at the office of 
 the corporation, in the city of New York. Each stockholder shall be 
 entitled in the election of directors to one vote for each share of stock 
 standing in his name upon the books of the corporation, which votes 
 may be cast in person or by proxy, in conformity with the by-laws. 
 Vacancies in their number may be filled for unexpired terms by the 
 board of directors. 
 
 Article 7. [Amendments to By-Laws.] — The board of directors 
 shall have power to make, alter or amend such by-laws, rules and regu- 
 lations for the transaction of business and for the management of 
 affairs not inconsistent with law or with this charter, as may be deemed 
 wise and expedient. 
 
 Article 8. [Board to Choose Officers.] — The board of directors 
 shall elect annually from their number a president, and they may also 
 appoint a vice-president and actuary, a secretary, and such other officers 
 and clerks as may be deemed requisite, who shall hold office during the 
 pleasure of the board. 
 
 Article 9. [Commissioners to Open Books.] — William T. Booth, 
 William S. Opdyke and Sheppard Homans, are hereby appointed 
 commissioners to open books for subscription to the capital stock of 
 the corporation and to receive the same. Any two of said commis- 
 sioners shall be a quorum for the transaction of business. They shall 
 have power to fill vacancies in their number. 
 
 Article 10. [Fiscal Year.] — The fiscal year of the corporation 
 shall commence on the first day of January, and shall terminate on the 
 thirty-first day of December in each year. 
 
 Dated New York, February 25, 1875. John R. Smith, George 
 Walker, Wm. Peet, R. D. Bush, Sheppard Homans, Wm. Calhoun, 
 Robt. J. Brown, Wm. Carson, Henry W. Hubbell, T. Burridge, 
 Stephen S. Lancaster, James L. Goodridge, Edw. D. Foster. 
 
 [Number of Directors Reduced.] — We hereby declare that hereto- 
 fore the number of the directors of the Provident Savings Life As- 
 
3° 2 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 surance Society of New York has been twenty-four. That on the 
 twenty-ninth of April, 1886, a majority in amount of the stockholders 
 of said society consented in writing that the number of directors of 
 said society be reduced to fifteen in number, and, thereafter, on the 
 same day, two-thirds of the directors of said society, at a regular meet- 
 ing of the board of directors of said society, voted to reduce the num- 
 ber of its directors to fifteen, a majority of whom were to be citizens of 
 the State of New York. That a written notice has been given to all the 
 stockholders of said company of the proposed reduction of the number 
 of directors of said society and of the said consent and vote. 
 
 New York, September, 1886. 
 
 In witness whereof, the name and corporate seal of said corporation 
 is hereto affixed, together with the signatures of its president and two- 
 thirds in number of its directors, the Provident Savings Life Assurance 
 Society of New York, by Sheppard Homans, president, and Wm. E. 
 Stevens, secretary. Sheppard Homans, Joseph H. Parsons, Wm. E. 
 Stevens, D. Ives Mackie, William Stanley, Edward C. Homans, Melvin 
 Brown, Stephen G. Clarke, Benjamin Barker, Jr., Parke Godwin, J. B. 
 Houston, A. S. Barnes, A. B. Cornell, John R. Smith, F. S. Grant, John 
 O. Heald. 
 
 [Consent of Stockholders .] — We, the undersigned, constituting a 
 majority in amount of the stockholders of the Provident Savings Life 
 Assurance Society, consent that the number of directors of said society 
 be reduced to fifteen, a majority of whom shall be citizens of the State 
 of New York, and that the charter of said society be amended in that 
 respect so as to show such reduction, and that a copy of the charter, 
 as amended, be filed in the office of the Superintendent of the Insurance 
 Department, at Albany, N. Y. 
 
 April 28, 1886. William Stanley, Samuel Parsons, by J. H. Parsons, 
 attorney, Stephen G. Clarke, Addison Brown, Elizabeth A. Stanley, 
 John R. Smith, A. S. Barnes, William E. Stevens, A. B. Cornell, Joseph 
 H. Parsons, T. H. Porter, Charles C. Worthington. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 1. Meetings, Annual. — The annual meeting of the corporation, for election of 
 directors, shall be held at its principal office, in the city of New York, on the 
 first Thursday of April in each year. A written or printed notice thereof shall 
 be mailed or delivered to each stockholder, at least ten days before the day of 
 meeting. 
 
 Stated meetings of the directors shall be held on the third Thursday of Janu- 
 ary, April, July and October in each year. 
 
 Special meetings of the stockholders may be called by order of the directors. 
 
 Special meetings of the directors may be called by order of the president, 
 
PROVIDENT SAVINGS LIFE. 
 
 303 
 
 and shall be so called on the written request of three directors. The object of 
 all special meetings, whether of directors or stockholders, shall be stated in the 
 notice for the same, and no business shall be done at such a meeting other than 
 is indicated in such notice. Notice of all special and stated meetings, except 
 adjourned meetings, shall be, printed or in writing, mailed or delivered to the 
 persons entitled thereto. 
 
 2. Vacancies in Board. — Vacancies in the office of director shall be filled, by 
 ballot, by the remaining members of the board, at some meeting subsequent to 
 the occurrence of such a vacancy, and upon due notice of the proposed election 
 set forth in the call for the meeting at which such vacancy is to be filled. 
 
 The board shall have power to fix a compensation for the punctual attendance 
 of directors at meetings. 
 
 8. Contracts of Assurance. — The president, or the vice-president (in the ab- 
 sence of the president), and secretary, or assistant secretary, shall have power to 
 make contracts for assurance, in conformity with the rules and regulations of 
 the corporation, provided that no policy shall be issued without the recom- 
 mendation of the medical examiner, and provided further, that no assurance 
 shall be carried on any one life for a greater amount than thirty-five thousand 
 dollars. 
 
 10. Standing Committees. — There shall be three standing committees, to be 
 chosen annually by the directors at their annual meeting, viz.: a finance com- 
 mittee, to consist of the president and four directors; an insurance committee, 
 to consist of the president, secretary and two directors; and an auditing commit- 
 tee, to consist of three directors. A majority of each committee shall consti- 
 tute a quorum; and the members of each committee shall hold office until their 
 successors shall be appointed by the board. 
 
 The directors may, in their discretion, instead of appointing an auditing com- 
 mittee, appoint one of their number as auditor. 
 
 In case the standing committees are for any reason not appointed at the first 
 meeting of the directors, as above provided, they may be appointed at any sub- 
 sequent meeting of the directors, upon due notice of the proposed appointment 
 of the same, set forth in the call of the meeting at which such action is to be 
 taken, and the directors may at any meeting fill any vacancy in either of the 
 standing committees. 
 
 11. Finance Committee. — The finance committee shall have special charge of 
 the investment of the capital and funds of the corporation; they shall determine 
 the mode of keeping accounts, shall fix the salaries of all officers and other 
 persons employed by the corporation, not established by the board; may direct 
 the release of mortgaged premises, and recommend the declaration of divi- 
 dends on the capital stock, and in addition thereto, when the board is not in 
 session, shall have all the powers of the board of directors. 
 
 14. Statements. — The president shall present to the directors, at each quar- 
 terly meeting, a statement, certified by the secretary, showing all receipts and 
 disbursements of money during the preceding three months; the number of 
 policies issued, surrendered, and outstanding, with the amount at risk, and 
 showing also the amount of assets belonging to the corporation, properly 
 classified. He shall, at the quarterly meeting of the board, in January, present 
 a similar statement, covering the transactions of the last fiscal year, and the 
 same shall be laid before the stockholders at their annual meeting. 
 
 16. Loans. — No loan or investment shall be made without the authority or 
 
304 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 approval of the finance committee. No loan on bond and mortgage shall be 
 made except upon unincumbered real estate, nor until the title thereto has been 
 examined and approved by the proper law officer of the corporation; and an 
 abstract of the title, duly certified by such law officer, shall be placed on file 
 with the mortgage deed. 
 
 Satisfactory policies of insurance shall be furnished by the mortgagor if re- 
 quired. No loan on real estate shall be made to an incorporated company with- 
 out satisfactory personal security. 
 
 17. Investments and Transfers. — All investments in stocks shall be in the 
 corporate name of the corporation, and no transfer of the same shall be made 
 unless upon the signatures of the president (or vice-president in his absence) 
 and secretary. 
 
 18. Stock Certificates and Transfers. — Certificates of capital stock shall be 
 signed by the president and secretary. The stock shall be transferable only on 
 the books of the corporation on surrender of the certificate, or on satisfactory 
 proof of loss, accompanied by a bond of indemnity. 
 
 19. Drafts and Checks. — Drafts or checks for the payment of money shall be 
 signed by the president or a vice-president and by the comptroller or secretary 
 or an assistant secretary or by the comptroller and secretary. 
 
 20. Payment of Bonds. — No payment to the corporation of the principal of 
 bonds for the payment of money shall be deemed valid unless upon the joint 
 receipt qf the president (or the vice-president in his absence) and secretary, 
 and this provision shall be incorporated in all such bonds. 
 
 21. Officers’ Bonds. — The finance committee shall have power, in its discre- 
 tion, to require any officer or employee to give bonds for the faithful perform- 
 ance of their trusts and duties in such sums, and with such sureties as such com- 
 mittee shall determine, and all such bonds shall be approved by such committee. 
 
 23. Dividends. — Dividends on the capital stock may be made by the directors, 
 on the recommendation of the finance committee, at the stated meetings of the 
 board in January and July. 
 
 25. Alteration of By-Laws. — The by-laws may be altered at any meeting of 
 the directors, in the notice for which it shall be stated that an alteration of the 
 by-laws will be proposed at such meeting, provided written notice of the pro- 
 posed alteration shall have been given at a stated meeting held not less tharr 
 ten days previous thereto. 
 
PRUDENTIAL INSURANCE COMPANY. 
 
 305 
 
 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA. 
 
 The Senate and General Assembly of the State of New Jersey author- 
 ized the incorporation of the “Widows’ and Orphans’ Friendly 
 Society,” by act approved by the governor, April 3, 1873. A sup- 
 plement to the above was duly enacted and approved February 18, 
 1875, changing the name to that of the “Prudential Friendly So- 
 ciety.” A general law was approved February 21, 1877, authoriz- 
 ing corporations existing under the laws of this State to change 
 their name. Under this act the board of directors of this company, 
 by resolutions passed March 5, 1877, changed the name to that of 
 “The Prudential Insurance Company of America.” 
 
 Act of Incorporation. 
 
 First. [Widows' and Orphans' Friendly Society .] — Be it enacted 
 by the Senate and General Assembly of the State of New Jersey, that 
 Allen L. Bassett, William Whitty, John Whitehead, John Korb, Peter 
 Wilhelm, Henry Saurbier and Jacob L. Sutphen, and their associates, 
 successors and assigns shall be and they are hereby created a body 
 politic and corporate, by the name of “The Widows’ and Orphans’ 
 Friendly Society,” and by that name shall be known in law, have power 
 to sue and be sued, defend and be defended in all courts of law or 
 equity, and by that name may have, hold, purchase, possess and enjoy, 
 to them and to their successors, estate real and personal whatever nec- 
 essary for the purposes of such corporation, and the same to grant, 
 demise, alien and dispose of at pleasure, for the benefit of said corpora- 
 tion, and may also have a common seal, and alter or renew the same at 
 pleasure. 
 
 Second. [Business to he Done.] — The objects and purposes of said 
 corporation shall be to assist sick, needy, or disabled members, to aid in 
 defraying the funeral expenses of deceased members, and to provide 
 for the wants of the widows and families of members after death. 
 
 Third. [Capital Stock .] — The capital stock of said corporation 
 shall be twenty-five thousand dollars, to be divided into shares of fifty 
 dollars each, with the privilege of increasing the same to one hundred 
 thousand dollars ; each of said shares shall be deemed to be personal 
 property, and may be transferred according to the by-laws of said 
 corporation. 
 
306 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Fourth. [Commissioners to Open Books.] — The several persons 
 named in the first section of this act be and they are hereby appointed 
 commissioners to open the books for subscription to said capital stock, 
 and whenever and so soon as said twenty-five thousand dollars capital 
 stock shall be subscribed, and five thousand dollars thereof paid in, 
 then the said commissioners shall call a meeting of the stockholders by 
 advertising in some daily newspaper published at the city of Newark, 
 for ten days, a notice appointing a time and place of meeting for the 
 election of directors. 
 
 Fifth. [The Board of Directors.] — The property and affairs of 
 such corporation shall be managed by a board of fifteen directors ; the 
 first board shall be elected at the meeting to be called by the commis- 
 sioners provided for in the fourth section of this act, and shall, imme- 
 diately after their election, by lot, divide themselves into three classes 
 equal in number, the first of which shall hold office until the day fixed 
 by said board for the first annual election, the second shall hold office 
 for one year from the day so fixed for the first annual election, and the 
 third class for two years from that time ; and as the terms of office of 
 each class shall hereafter expire, successors shall be elected to hold 
 office for the term of three years each ; said elections shall be by ballot ; 
 each stockholder shall be entitled to one vote for each share of stock 
 by him held, and every member of the corporation, though not a stock- 
 holder, shall be entitled to one vote, and any director shall be eligible 
 for re-election ; should there be a failure in any of such elections, the 
 directors already elected shall hold office until others are elected; said 
 directors shall have full power to make by-laws, rules and regulations, 
 not inconsistent with the constitution and laws of the United States or 
 of the State of New Jersey. Notice of such election, except the first, 
 shall be given for thirty days in one or more newspapers published at 
 the city of Newark, in this State. 
 
 Sixth. [Election of Officers.] — It shall and may be lawful for the 
 said directors to elect at each annual meeting, from their number, a 
 president, one or more vice-presidents, to select and employ such other 
 officers, agents and servants as may be necessary for the proper manage- 
 ment of the affairs of said corporation. 
 
 Seventh. [May Execute Contracts.] — It shall and may be lawful 
 for said corporation to make contracts with any person or persons for 
 any of the objects or purposes of the said company, and that such con- 
 tracts may be enforced against said corporation in any court of compe- 
 tent jurisdiction. 
 
 Eighth. [May Purchase Real Estate.] — It shall and may be lawful 
 for the said corporation to purchase and hold such real estate as may 
 
PRUDENTIAL INSURANCE COMPANY. 
 
 307 
 
 be necessary and convenient for the transaction of its lawful business, 
 and also to take and hold any real estate or securities, mortgages or 
 pledges to said company, either at law or in equity, and also to purchase 
 at sales made under judgments or decrees at law or in equity, or in 
 any other legal proceedings or otherwise ; to take and receive any real 
 or personal estate in payment or toward satisfaction of any debt pre- 
 viously contracted and due the said company and to hold the same until 
 it can be conveniently sold or converted into money, and for the pur- 
 poses of investing any part of their capital stock, funds, or money. 
 The said company may purchase and hold, sell and convey, any bonds 
 or public stock issued or created by this State, or by any of the incor- 
 porated cities or townships of this State, or by the United States, or by 
 the States of New York, Massachusetts or Connecticut, or may invest 
 the same in bonds secured by mortgages on unincumbered real estate 
 within this State, worth double the sum invested or loaned. 
 
 Ninth. [Married Women’s Policy.] — It shall and may be lawful 
 for any married woman to make a contract or contracts with the said 
 corporation for any of its objects or purposes, in her own name, or in 
 the name of any other person as her trustee, with the assent of such 
 person ; and all benefit or benefits arising from any such contract or 
 contracts, shall inure to such married woman, or to such person or 
 persons as her trustee or trustees, as she may direct, free from, and not 
 subject to the control, management, conveyance, transfer, assignment, 
 deeds, or direction of her husband, and not liable for the payment of 
 his debts ; provided, however, that the amount of money required to be 
 paid by married women, in accordance with the terms of such contract 
 or contracts, shall not annually exceed the sum of dollars. 
 
 Tenth. [Policyholders to be Members.] — All persons making con- 
 tracts with said corporation for any of its objects or purposes, shall be- 
 come and be members of said corporation, subject, however, to all 
 lawful by-laws, rules and regulations which may be made or prescribed 
 by said directors. 
 
 Eleventh. [Act to Take Effect Immediately.] — This act shall take 
 efifect immediately, and shall be deemed and taken to be a public act, 
 at all times and in all places. 
 
 Approved April 3, 1873. 
 
 Amendment of 1875. 
 
 First. [The Prudential Friendly Society.] — Be it enacted that the 
 corporate name of the said “The Widows’ and Orphans’ Friendly So- 
 ciety” be, and the same is hereby changed to “The Prudential Friendly 
 
CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 3°8 
 
 Society," by which latter name the said corporation shall hereafter 
 be known, and shall and may have, possess and exercise all the powers, 
 rights and privileges and be subject to all the liabilities conferred and 
 imposed upon The Widows' and Orphans' Friendly Society by their act 
 of incorporation ; provided, that no contract made by or with the said 
 corporation shall hereby in any way be impaired, but such contracts 
 may hereafter be enforced by or against said corporation in the name 
 of The Prudential Friendly Society. 
 
 Second. [Election of Directors.] — At the next and all subsequent 
 annual elections for directors in said corporation, nine directors shall be 
 elected instead of fifteen, and that after such next annual election the 
 number of the directors of said corporation shall not be less than nine, 
 but such number as the by-laws of said corporation shall name, and that 
 said directors shall hold office for one year from the time of their elec- 
 tion. and it shall not be necessary for said directors to divide themselves 
 into classes and determine by lot the length of their terms of office, as 
 required by the fifth section of the act to which this is a supplement. 
 
 Third. [Premium on Wife's Policy .] — The amount of money re- 
 ferred to in the proviso of the ninth section of the act, to which this is 
 a supplement, shall be two hundred and fifty dollars. 
 
 Fourth. [Other Powers Conferred .] — The said corporation shall 
 have full power to receive deposits of money or other valuables upon 
 such terms as may be agreed upon, or to make contracts with its mem- 
 bers for the purchase and erection of dwellings, and to provide a fund 
 to be paid either before or after death, for such purposes and in such 
 manner as may be designated by its members. 
 
 Fifth. And be it enacted that this act shall take effect im- 
 mediately. 
 
 Approved February 18. 1875. 
 
 Certificate to be filed in pursuance of an act of the Legislature of 
 the State of New Jersey entitled "A Supplement to an act entitled 'An 
 act concerning corporations,’ “Approved April 7, 1875/ ” which said 
 supplement was approved February 21, 1877. 
 
 First. The name of the corporation in use immediately preceding 
 the vote of the board of directors to change its name and the making 
 and filing this certificate is “The Prudential Friendly Society.” 
 
 Second. The name assumed to designate such corporation to be 
 used in its business and dealings in the place and stead of that referred 
 to in the last preceding paragraph is “The Prudential Insurance Com- 
 pany of America.” 
 
 In testimony whereof, we as members of the board of directors of said 
 corporation have hereto subscribed our names and caused the official 
 
PRUDENTIAL INSURANCE COMPANY. 
 
 3°9 
 
 seal of said board to be affixed this fifth day of Marct), A. D. 1877. 
 Allen L. Bassett, Wm. Whitty, Wm. H. Murphy, Isaac Gaston, Wm. 
 Robotham, Henry J. Yates, Horace Ailing, Jas. G. Barnet, Edgar B. 
 Ward, Chas. W. A. Romer, Geo. D. G. Moore, John F. Dryden, Leslie 
 D. Ward, Alfred Lister, Chas. G. Campbell, Benjamin Atha, J. M. 
 Durand, E. A. Wilkinson. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 1. The special business of this company shall be to give pecuniary assistance 
 to its members in the event of sickness, personal injury, old age and death. 
 
 The principal office shall be in the city of Newark, New Jersey. 
 
 2. The board of directors shall consist of fourteen members. Seven shall 
 constitute a quorum for the transaction of business. 
 
 3. (Amended January 13, 1903). The stated officers shall be a president, a 
 first vice-president, a second vice-president, a third vice-president, a secretary, 
 a treasurer, and such other officers as the board may determine. These officers 
 shall be elected at the annual meeting of the board, namely, the next meeting 
 of the board after each annual election of directors. 
 
 4. (Amendment of April 16, 1902). The president shall preside at all meet- 
 ings of the board. He shall appoint, subject to the approval of the board, the 
 standing committees, and shall be ex-officio a member of all committees ex- 
 cept the auditing committee; he shall have a general supervision and direction 
 of the business of the company, and under the direction of the finance com- 
 mittee shall make and call in investments, and receipt for principal and interest 
 when paid upon the same, and execute all deeds and other papers, whether re- 
 quiring the seal of the company or not. 
 
 9. The standing committees shall be: 
 
 1. A finance committee of four. 
 
 2. An executive committee of four. 
 
 3. A committee on losses of four. 
 
 4. An auditing committee of three. 
 
 10. The finance committee shall have the supervision of the funds of the 
 company, direct the mode, manner and time of making and calling in invest- 
 ments, examine the accounts, funds and securities as often as they deem neces- 
 sary, or when required by the board; they may in their discretion appropriate 
 money for the payment of such bills as shall be approved by the executive com- 
 mittee, and they shall report at each stated meeting upon the condition of the 
 funds, securities, assets and investments of the company, with such suggestions 
 as may in their opinion promote the interests of the company. 
 
 11. The executive committee shall have a general supervision over all busi- 
 ness of the company not confided to other committees, and shall report to the 
 board from time to time such matters as in their judgment may be necessary. 
 The executive committee may fill all vacancies in the elective offices of this 
 company, occurring by reason of sickness, death, resignation, absence from the 
 city or other inability of the regularly elected officers, and not otherwise pro- 
 vided for, except the treasurer, until such time as the board may be convened 
 for the purpose of a new election. 
 
 The chairman of the finance committee shall be ex-officio treasurer whenever 
 
3io 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 that office is vacant by reason of either of the foregoing causes. The ex-officio 
 treasurer shall immediately after the vacancy is filled, furnish to the treasurer 
 a complete and detailed account of all receipts and disbursements approved by 
 said ex-officio treasurer during his occupancy of that office. 
 
 12. It shall be the duty of the committee on losses to examine claim papers 
 and proofs of death filed with the company in such manner and at such time or 
 times as may be requested by the board or by the president, and prescribe such 
 rules and regulations for the payment of claims, under the policies, as they 
 may deem for the best interests of the company. 
 
 13. The auditing committee shall examine the accounts, assets and securities 
 of the company in such manner and at such time or times as may be requested 
 by the board or by the president. 
 
 14. The standing committees shall convene at the call of the president, or, in 
 his absence, of either of the vice-presidents or secretary. The minutes of the 
 committees shall be kept by the secretary. 
 
 15. All standing committees shall have power to make such rules and regula- 
 tions concerning the conduct of the business entrusted to said committees, as 
 to them shall seem proper, provided that such rules and regulations shall not 
 conflict with the charter and by-laws. 
 
 16. The annual meeting of the company for the election of directors shall be 
 held at the office of the company, in the city of Newark, on the second Monday 
 in January of each year, at such hour of the day as the board shall direct. 
 Every election of directors shall be by ballot and shall be conducted by two in- 
 spectors, previously appointed by the board. In case the board shall fail to 
 appoint inspectors, the president shall appoint the same and file their appoint- 
 ment in writing with the secretary. All persons entitled to vote for directors, 
 may vote either in person or by proxy. If any vacancy occurs in the board 
 the directors may fill the same at any meeting of the board. A majority of all 
 the votes cast shall be necessary for an election. 
 
 Amendment of December 8, 1902 [add to by-law No. 16], “and a majority in 
 interest of the stockholders, represented either in person or by proxy, shall con- 
 stitute a quorum.” 
 
 17. Regular meetings of the board shall be held at the office of the company, 
 on the second Monday of April, July and October. Special meetings may be 
 called by the president, or in his absence by either of the vice-presidents, or on 
 the request of three directors. 
 
 20. The capital stock of the company shall be transferable only on the books 
 of the company, on the surrender of the certificates of stock, at least thirty 
 days before an election for directors. No certificate shall be valid without the 
 signature of the president or either of the vice-president and secretary. 
 
 21. Special meetings of stockholders may be called at any time by the presi- 
 dent on the request in writing of at least five directors. Notice of such meeting 
 shall be mailed to or served on each stockholder at least one week prior to the 
 time for holding such meeting, and the notice shall state the object of the meet- 
 ing and the time and place where the same is to be held. 
 
 22. Any alteration of these by-laws may be made by a concurrence of a 
 majority of the whole board. 
 
RELIANCE LIFE. 
 
 3 11 
 
 RELIANCE LIFE INSURANCE COMPANY OF PITTSBURGH. 
 
 To His Excellency, Governor of Pennsylvania : 
 
 Sir : — In accordance with an act of the General Assembly of the 
 Commonwealth of Pennsylvania, entitled, “A supplement to an act en- 
 titled, ‘An act to establish an Insurance Department,’ approved the first 
 day of April, 1873, providing - for the incorporation and regulation of 
 insurance companies and relating to insurance agents and brokers, and 
 to foreign insurance companies,” approved the first day of May, A. D. 
 1876, the undersigned citizens of the Commonwealth of Pennsylvania, 
 having associated themselves together for the purpose of forming a 
 life insurance company, and desiring that they may be incorporated, 
 and that letters patent may issue to them and their successors accord- 
 ing to law, do hereby certify that they have entered into an agreement 
 for the purpose of forming said insurance company, on the following 
 terms : 
 
 1. The name of the proposed corporation is “Reliance Life Insur- 
 ance Company of Pittsburgh.” 
 
 2. The class of insurance for the transaction of which it is consti- 
 tuted is life insurance. 
 
 3. The plan or principle upon which the business is to be conducted 
 is the stock principle. 
 
 4. The place in which it is to be established and located is the city 
 of Pittsburg, county of Allegheny and State of Pennsylvania. 
 
 5. Its capital stock is one million dollars ($1,000,000), divided into 
 ten thousand shares (10,000) of the par value of one hundred dollars 
 ($100) each. 
 
 6. The general objects of the company are to make insurance upon 
 the stock principle upon the lives of individuals and other insurance 
 appertaining thereto or connected therewith, and to grant and purchase 
 annuities. 
 
 7. The proposed duration of the company is perpetual. 
 
 8. The powers it proposes to have and exercise are to have per- 
 petual succession, to adopt and have a common seal, and the same to 
 alter at pleasure, to sue and be sued, and in general to exercise the 
 power of a corporate body, and make such contracts as may be neces- 
 sary to carry out the object of life insurance on the plan provided for 
 
3 12 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 in this agreement; to purchase or lease such real estate as may be 
 necessary for a place of business and for the security of investments 
 and adopt such by-laws as may from time to time be deemed necessary. 
 
 9. The names and residences of the subscribers who hereby bind 
 themselves by this agreement are as follows : T. H. Given, Pittsburg, 
 Pa. ; Hay Walker, Pittsburg, Pa. ; D. C. Noble, Pittsburg, Pa. ; John 
 Walker, Pittsburg, Pa. ; A. W. Mellon, Pittsburg, Pa. ; Joseph W. Her- 
 ron, Monongahela City, Pa. ; J. H. Reed, Pittsburg, Pa. ; J. W. Fleming, 
 Pittsburg, Pa. ; John Lloyd, Altoona, Pa. ; John W. Garland, Pitts- 
 burg, Pa. ; Frank W. Smith, Pittsburg, Pa. ; William L. Curry, Pitts- 
 burg, Pa. ; Thomas M. Porter, Pittsburg, Pa. ; W. R. Porter, Pittsburg, 
 Pa. ; A. F. McDonald, Pittsburg, Pa. 
 
 10. The following officers and directors have been chosen from the 
 subscribers to serve until the first annual meeting of the stockholders, 
 and until their successors are duly chosen and qualified : J. H. Reed, 
 president; T. H. Given, vice-president, J. W. Fleming, treasurer; Frank 
 W. Smith, secretary. 
 
 Directors : T. H. Given, Hay Walker, D. C. Noble, John Walker, 
 A. W. Mellon, Joseph W. Herron, J. H. Reed, John Lloyd, John W. 
 Garland, Frank W. Smith, William L. Curry, J. W. Fleming, J. H. 
 Reed, T. H. Given, D. C. Noble, Hay Walker, Jr., A. W. Mellon, 
 Joseph x\. Herron, J. W. Fleming, John Lloyd, Jno. W. Garland. Frank 
 W. Smith, Wm. L. Curry, W. R. Porter, Thomas M. Porter, A. F. 
 McDonald, John Walker. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 1. Name, Purpose, Etc. — The name, principal office, capital stock, duration and 
 purposes of this corporation shall be such as are set forth in its certificate of 
 incorporation. Branch offices may be established elsewhere by the board of 
 directors. 
 
 2. Stockholders’ Meetings. — The annual meeting of the stockholders for the 
 election of directors and the transaction of such other business as may come 
 before the meeting, shall be held at the principal office of the company in the 
 city of Pittsburg, Penn., on the fourth Monday of January in each year, at 3.30 
 o’clock P. M. 
 
 3. Notice of Meeting. — At least thirty days’ previous notice of the time and 
 place of holding stockholders’ meetings shall be given to the stockholders by 
 publication not less than three times in at least two daily newspapers published 
 in the city of Pittsburg, Pa. 
 
 4. Elections. — All elections shall be by ballot, and the directors shall announce 
 to the meeting the hour during which the ballot shall be open. One judge of 
 election and two inspectors (no one of whom shall be a candidate for the office 
 of director) shall be elected by the meeting, and before proceeding to the dis- 
 charge of their duties they shall make and subscribe an affidavit faithfully and 
 
RELIANCE LIFE. 
 
 3 I 3 
 
 justly to conduct said election and to make a true report thereof to the officers of 
 the meeting. 
 
 5. Special meetings of the stockholders may be called at any time by the order 
 of the board of directors or a majority of them. 
 
 6. Voting. — At all meetings of the stockholders, each share of stock shall 
 entitle the owner thereof of record, or his duly constituted proxy, to one vote, 
 and a majority issued and outstanding at the time, represented either in person 
 or by proxy, shall constitute a quorum. Meetings at which less than a majority 
 of stock is represented may, however, be adjourned by those who attend, to such 
 future date as they shall see fit. Notice, however, to be given by publication as 
 hereinbefore set forth. 
 
 8. Directors. — The board of directors of the company shall consist of sixteen 
 stockholders of the company. 
 
 9. Directors Meetings. — The board of directors shall meet for the election of 
 officers and the transaction of business without unnecessary delay after each 
 annual meeting of the stockholders. 
 
 10. The directors shall hold their regular meeting at the offices of the com- 
 pany on the second Monday of each month at 3.30 o’clock P. M. A majority of 
 the members of the board shall constitute a quorum for the transaction of 
 business. 
 
 11. Special meetings of the board may be called by the president at any time, 
 and it shall be his duty to call a meeting at any time when requested by three 
 directors. The directors shall be notified in writing of the time and place and 
 purpose of such special meeting at least three days prior thereto, said notice to be 
 sent by mail to their post office address. 
 
 12. All elections of the board shall be by ballot, and the majority of votes 
 shall be necessary to a choice. 
 
 14. Vacancies. — Any vacancy in the board occurring between any general 
 elections may be filled by the board, the person appointed holding office until the 
 next annual election. 
 
 15. Election of Officers. — The board shall annually elect, out of their number, 
 a president, and a first and second vice-president, respectively. They shall also 
 elect a secretary, treasurer, a comptroller and an actuary, and they may also 
 appoint such physicians, attorneys and other officers, clerks and servants as the 
 interests of the company may seem to require, and fix their compensations. 
 
 16. The board may, by resolution, authorize any officer of the company to 
 employ clerks and servants as they may direct. 
 
 17. The officers and agents of the company shall give such bond or bonds as 
 the board of directors may require. 
 
 18. Committees. — The board of directors shall annually elect a finance com- 
 mittee, and such other standing committees as they deem best, and designate the 
 number of members of each committee, the members of which committees shall 
 hold office for one year or until the election of their successors, subject to re- 
 moval at any time by the board of directors. The board of directors shall from 
 time to time prescribe the powers of such committees. 
 
 19. The board of directors may also appoint any special committee for any 
 purpose they may deem best. 
 
 20. The majority of any committee shall constitute a quorum of such com- 
 mittee. Regular minutes shall be kept of the proceedings of all standing and 
 special committees, which shall be submitted to the board at each stated meeting 
 
314 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 or at any other time the board shall direct. All committee business shall be 
 transacted at a regular meeting, the time for which shall be fixed by order of 
 the committee or by a special call issued by the secretary for that purpose. 
 
 21. Duties of Officers. — The president shall preside at all meetings of the 
 directors, and shall be ex-officio a member of all standing committees (except 
 the auditing committee), and chairman of the finance committee. He shall have 
 general supervision of the business and estate of the company, and shall report 
 from time to time to the board or finance committee, and 'keep them advised of all 
 business of the company, and shall prepare a report for the annual meeting of 
 the stockholders, which shall be presented to the board for approval before being 
 submitted to the stockholders. He may, with the duly recorded assent of the 
 finance committee, transfer stocks, satisfy mortgages, make and call in invest- 
 ments and execute other conveyances of personal property, and, in conjunction 
 with the secretary, shall execute all contracts and other papers necessary to the 
 transaction of the business of the company, and in general shall have the power 
 to do all the acts necessary and proper as the chief executive officer of the 
 corporation. * * * * 
 
 29. Transfers of Stock. — The stock of this company shall be assignable only 
 on the books of the company in person or by duly authorized attorney or repre- 
 sentative, and a transfer book shall be kept by the transfer agent in which all 
 assignments and transfers of stock shall be made, and which shall be witnessed 
 by the transfer agent. Transfers of stock shall be suspended for five days pre- 
 ceding the day on which dividends shall be declared payable, and dividends shall 
 be paid to the stockholders in whose names the stock shall stand on the day on 
 which the books are closed. 
 
 30. Certificates of stock of the company shall be issued to the stockholders, 
 signed by the president or one of the vice-presidents, with the seal of the com- 
 pany duly affixed thereto and countersigned by the treasurer and by the transfer 
 agent. When stock is transferred, the certificates therefor shall be returned to 
 the transfer agent and canceled and new certificates issued. 
 
 31. All transfers and conveyances of real estate shall be made by the com- 
 pany, under the seal thereof, in accordance with an order of the board, and shall 
 be signed by the president and the secretary, or by a vice-president and the 
 assistant secretary, in their absence. 
 
 32. Fiscal Year. — The fiscal year of the company shall be commenced on and 
 with the first day of January, and shall terminate on and with the thirty-first day 
 of December of each and every year. 
 
 33. Annual Statement. — A full statement of the affairs and business of the 
 company shall be made at the January meeting of the board in each year, when 
 the annual division of surplus may be declared, provided a majority of the 
 board be present. 
 
 34. Amendments. — The by-laws of this company may be changed, altered and 
 amended, from time to time, at any general meeting of the stockholders, or at 
 any special meeting called for that purpose. 
 
SECURITY LIFE AND ANNUITY. 
 
 315 
 
 SECURITY LIFE AND ANNUITY COMPANY OF AMERICA. 
 
 An Act to Incorporate the Security Life and Annuity Company 
 
 of America. 
 
 Approved March 1, 1902. 
 
 1. Be it enacted by the General Assembly of Virginia, That E. L. 
 Shelton, F. L. Smart, H. H. Baker, E. D. Newman and H. G. Turner, 
 their associates and successors, be, and they hereby are, created a body 
 corporate and politic under the name of the Security Life and Annuity 
 Company of America. 
 
 2. This company is authorized and empowered to transact a gen- 
 eral life insurance business, and, in general to make all contracts what- 
 soever pertaining to the business of insuring lives, or the granting of 
 annuities or endowments, and to do every act and thing not incon- 
 sistent with the laws of this State or of the United States in the con- 
 duct of life insurance business. 
 
 3. This company may acquire and hold real estate, bonds, stocks, 
 or other property, and sell, rent, or lease the same, and loan or borrow 
 money or transact any other business that may be necessary for the 
 proper conduct of the business mentioned in the second section of this 
 act, and in conformity with the laws of the State of Virginia. 
 
 4. This company is authorized to carry on its business in the State 
 of Virginia and elsewhere, and its home office shall be in the city of 
 Richmond, Va. 
 
 5. This company is to conduct its business as a mutual life insur- 
 ance company with definite periodical premiums and without capital 
 stock. 
 
 6. The business of this company shall be conducted and managed 
 by a board of not less than five directors, and shall have authority to 
 adopt all necessary by-laws not inconsistent with the laws of the State 
 of Virginia or of the United States. 
 
 7. All taxes and demands at any time due the State shall be paid in 
 lawful money, and not in coupons. 
 
 8. This act shall be in force from its passage. 
 
 A Copy— Teste : JNO. W. WILLIAMS, 
 
 Clerk of the House of Delegates and Keeper of the Rolls of Virginia. 
 
 July' 15, 1903. 
 
316 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Certificate and Application for Re-Incorporation of the 
 Security Life and Annuity Company of America. 
 
 To the State Corporation Commission : 
 
 The Security Life and Annuity Company of America, a mutual life 
 insurance company chartered under the laws of the State of Virginia, 
 by act of assembly approved March i, 1902, hereby makes applica- 
 tion for re-incorporation as a stock company under its present cor- 
 porate name of the “Security Life and Annuity Company of America,” 
 as provided by act of assembly entitled : “An act Authorizing Mutual 
 Life Insurance Companies chartered in this State to re-incorporate as 
 stock companies under their existing corporate names,” and pursuant 
 thereto, makes the following certificate : 
 
 (1) That at the regular monthly meeting of the board of directors 
 of the Security Life and Annuity Company of America held at its office 
 in Philadelphia, Pa., on May 20, 1903, resolutions were adopted as 
 follows : 
 
 “Whereas, It is considered to be to the interest of this company to 
 re-incorporate as a stock company under the provisions of an act re- 
 cently passed by the General x\ssembly of Virginia entitled, “An act 
 authorizing Mutual Life Insurance Companies chartered in this State 
 to re-incorporate as stock companies under their existing corporate 
 names. 
 
 “Resolved, That a special meeting of the policyholders of the com- 
 pany is hereby called, to meet at Murphy’s Hotel in the city of Rich- 
 mond, Va., on Friday, the twelfth day of June, 1903, at 10 A. M., to 
 consider and determine the question of re-incorporating as a stock 
 company under the terms of said act; and in case such re-incorporation 
 is determined upon, to adopt such resolutions as may be required to 
 carry out such determination of the company. 
 
 “The secretary is directed to give immediate notice to all policyholders 
 entitled thereto under the terms of said act, of the time, place and 
 object of said special meeting.” 
 
 (2) That pursuant to said action of the board of directors of said 
 company, the undersigned, E. L. Shelton, secretary of said company, 
 on the twenty-first day of May, 1903, mailed to each member of said 
 company, directed to the address appearing on the books of said com- 
 pany, written notice as follows : 
 
 “Philadelphia, May 21, 1903. 
 
 “To : 
 
 “You are hereby notified that, by resolution of the board of directors 
 adopted at its regular monthly meeting held May 20, 1903, a special 
 
SECURITY LIFE AND ANNUITY. 
 
 317 
 
 meeting of the members of the Security Life and Annuity Company of 
 America has been called to meet at Murphy’s Hotel, in Richmond, Va., 
 on Friday, June 12, 1903, at 10 o’clock A. M. for the purpose of con- 
 sidering and determining the matter of re-incorporating said company 
 as a stock company under the provisions of an act of the general as- 
 sembly of Virginia, approved May 15, 1903, entitled, “An act author- 
 izing mutual life insurance companies chartered in this State to 
 re-incorporate as stock companies under their existing corporate 
 names and of providing, by proper resolutions, to carry such re- 
 incorporation into effect, should it be determined upon. 
 
 “Upon such re-incorporation $100,000 in solvent bonds will be de- 
 posited by the company for the protection of its policyholders as re- 
 quired by the act above referred to. 
 
 “THE SECURITY LIFE AND ANNUITY COMPANY OF 
 AMERICA. 
 
 Per (Signed) “E. L. SHELTON, 
 
 “Secretary.” 
 
 (3) That pursuant to said call, and notice thereof, a special meeting 
 of members of said company assembled at Murphy’s Hotel, in Rich- 
 mond, Va., and was held on June 12, 1903, at 10 A. M., of which 
 meeting the undersigned E. L. Shelton was made secretary, and it 
 was ascertained that out of a total membership of four hundred and one 
 (401) entitled to participate in said meeting there were present and 
 participating in person and by proxy two hundred and fifty-six (256) 
 members, that number being a majority of the members of said 
 company. 
 
 (4) That at said meeting the following resolutions were unani- 
 mously adopted, viz. : 
 
 (a) That application be made to the State corporation commission 
 for the issuance of a certificate of re-incorporation of this company as 
 a stock company under its present corporate name, under the pro- 
 visions of an act of Assembly of Virginia, approved May 15, 1903, 
 entitled, “An act authorizing mutual life insurance companies chartered 
 in this State to re-incorporate as stock companies under their existing 
 corporate names. 
 
 (b) That the capital stock of this company be one hundred thou- 
 sand dollars to be fully paid up and issued in shares of the par value 
 of $100 per share. 
 
 (c) That this company as re-incorporated shall have and enjoy all 
 the other and further rights, powers and privileges conferred by, and 
 be subject to all liabilities and other provisions of its original charter 
 as granted by the General Assembly of Virginia by act approved March 
 
3i8 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 i, 1902, and by the said act of Assembly of Virginia, approved May 
 15, 1903, an d all the general powers and privileges as provided by the 
 Constitution and laws of the State of Virginia in so far as applicable 
 thereto. 
 
 (d) The officers and directors who shall, until its next regular annual 
 meeting, unless sooner changed, manage the affairs of this corporation 
 are as follows : Directors — F. L. Smart, Philadelphia, Pa. ; E. L. Shel- 
 ton, Philadelphia, Pa. ; J. K. Tener, Charleroi, Pa., H. H. Baker, Win- 
 chester, Va. ; E. D. Newman, Woodstock, Va. ; G. E. Tener, Pittsburg, 
 Pa. ; of whom E. D. Newman shall be president; H. H. Baker shall be 
 vice-president; E. L. Shelton, secretary, and J. K. Tener, treasurer, R. 
 L. Montague, Shafer building, Richmond, Va., is named as agent upon 
 whom process against this corporation may be served. 
 
 In testimony whereof, the said Security Life and Annuity Company 
 of America has caused this its application for re-incorporation to be 
 signed by H. H. Baker, its president, to be sealed by its corporate seal 
 and to be attested by E. L. Shelton, its secretary, at the city of Rich- 
 mond Va., this twelfth day of June, 1903. 
 
 H. H. BAKER, 
 
 President. 
 
 Attest: E. L. SHELTON, 
 
 Secretary. 
 
 Application and Certificate for Amendments to the Charter of 
 the Security Life and Annuity Company of America. 
 
 The Security Life and Annuity Company of America, chartered 
 under the laws of the State of Virginia by act of assembly approved 
 March 1, 1902, and re-incorporated June 12, 1903, as a stock company, 
 hereby makes application for the amendment of its charter in the par- 
 ticulars hereinafter set forth, and in order thereto makes the following 
 certificate : 
 
 1. That at the regular monthly meeting of the board of directors 
 of the Security Life and Annuity Company of America, held at its 
 office in Philadelphia, Pa., on December 16, 1903, resolutions were 
 adopted as follows : 
 
 “Whereas, It is considered that it will be to the interest of the com- 
 pany to secure such amendments of its certificate of incorporation as 
 shall prescribe (a) that the maximum of stock that may be issued by 
 this company be increased to five hundred thousand dollars; (b) that 
 the par value of shares be changed from one hundred dollars per share 
 to ten dollars per share; and (c) that the company be authorized to 
 write health and accident insurance. 
 
SECURITY LIFE AND ANNUITY. 
 
 3 I 9 
 
 “Resolved, Therefore, That a special meeting of stockholders be, and 
 the same is hereby called to meet at the home office of said company 
 in Richmond, Va., on Monday, December 28, 1903, at 10 o’clock A. M., 
 to consider the advisability of securing the adoption of the proposed 
 amendments ; and in case said amendments, or any of them, shall be 
 determined upon, to adopt such resolutions as may be required to carry- 
 out such determination of the company.” 
 
 2. That pursuant to said action of the board of directors of said 
 company, the undersigned, E. L. Shelton, secretary of said company, 
 on the said sixteenth day of December, 1903, mailed to each stock- 
 holder of said company, directed to the address appearing on the books 
 of said company, written notice as follows : 
 
 “Philadelphia, Pa., December 16, 1903. 
 
 “To : 
 
 “You are hereby notified that by resolution of the board of directors 
 adopted at its regular monthly meeting held December 16, 1903, a 
 special meeting of the stockholders of the Security Life and Annuity 
 Company of America has been called to meet at the company’s home 
 office in Richmond, Va., on Monday, December 28, 1903, at 10 o’clock 
 A. M., for the purpose of deciding upon such amendments to the 
 charter of said company as to permit the writing of health and acci- 
 dent insurance, to increase the maximum capital stock authorized to 
 be issued to five hundred thousand dollars, and to change the share of 
 stock of said company from one hundred dollars to ten dollars, par 
 value. 
 
 “E. L. SHELTON, 
 
 “Secretary.” 
 
 3. That pursuant to said call and notice a special meeting of stock- 
 holders of said company assembled at the home office of said company, 
 at Richmond, Va., on December 28, 1903, at 10 o’clock A. M., at which 
 meeting the undersigned, E. L. Shelton, was made secretary, and all 
 of the stockholders of said company were present and participated in 
 said meeting in person or by proxy. 
 
 4. That at said meeting the following resolutions were unanimously 
 adopted, viz. : 
 
 Resolved, That application be made to the State corporation com- 
 mission for amendments to the charter of the Security Life and 
 Annuity Company of America as follows : 
 
 (a) That section two of its charter be amended to read as follows: 
 
 “2. This company is authorized and empowered to transact a gen- 
 eral health, accident and life insurance business, and, in general, to 
 
3 2 ° 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 make all contracts whatsoever pertaining to the business of insuring 
 lives, or the granting of annuities or endowments, and to do every act 
 or thing not inconsistent with the laws of this State or of the United 
 States in the conduct of the life, health or accident insurance business.” 
 (b) That Sec. 5 of the original charter as amended by order of 
 the State corporation commission on June 12, 1903, be amended to 
 read as follows : 
 
 “5. That the capital stock of this company be not less than one 
 hundred thousand dollars and not more than five hundred thousand 
 dollars, to be issued in shares of the par value of ten dollars per share.” 
 In testimony whereof, the said Security Life and Annuity Company 
 of America has caused this, its application for amendments to its 
 charter, to be signed by E. D. Newman, its president, to be sealed with 
 its corporate seal, and to be attested by E. L. Shelton, its secretary, at 
 the city of Richmond, Va., this twenty-eighth day of December, 1903. 
 
 (Seal.) 
 
 E. D. NEWMAN, 
 President. 
 
 Attest: E. L. SHELTON, 
 
 Secretary. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 1. Name. — The name of this corporation is “Security Life and Annuity Com- 
 pany of America.” 
 
 2. Objects and Purposes. — The objects and purposes of the company shall be 
 to provide and secure economic life and annuity insurance, and protection 
 against need in old age to the members, and to provide for their widows, 
 minor orphans, and other beneficiaries having an interest in the lives of policy- 
 holders, and to do such other acts and things as may be necessary or desirable 
 in promoting the business of life and annuity insurance not inconsistent with 
 the laws of this State, or of the United States of America. 
 
 3. Officers. — The officers of this company shall be a president,, vice-president 
 (who shall be ex-officio chairman of board of directors), second vice-president, 
 secretary, assistant secretary, general manager, treasurer, assistant treasurer, 
 permanent chairman of executive committee, medical director and assistant 
 medical director. 
 
 4. Government. — The government and control of the' business operations of 
 this company shall be vested in a board of five directors, which board shall be 
 elected by the stockholders at each regular annual meeting. 
 
 5. Meetings. — The regular annual meeting of the board of directors for the 
 election of officers shall be held on the third Wednesday in February of each 
 year, at the company’s home office, in the city of Richmond, Va. 
 
 Regular meetings of directors shall be held on the third Wednesday of each 
 month. Special meetings may be held upon written notices, signed by the 
 
SECURITY LIFE AND ANNUITY. 
 
 321 
 
 president or secretary, or by any three members of the board of directors, which 
 notice must state the time and the subject matter to be considered, and must 
 be served upon each member of the board personally, or by mail, and upon the 
 secretary. 
 
 6. Tenure of Officers. — All officers of this company designated herein, after 
 the first election, shall be elected by the board of directors annually at the 
 February meeting, which officers shall be responsible to the board of directors 
 for their official acts, and shall give such bonds and perform such duties as may 
 be required of them by the board of directors at their first meeting, after the 
 organization of this company, and shall hold their offices until the annual meet- 
 ing of the board of directors in February next following, or until their succes- 
 sors shall be elected and qualified, unless they shall resign or be removed for 
 any cause. Any vacancy occurring in the board of directors, or the officers, 
 may be filled by the board of directors for the unexpired term at any regular 
 meeting. 
 
 7. Executive Committee. — There shall be appointed by the board of directors, 
 at its first regular meeting after organization, an executive committee consisting 
 of three of said board, which committee shall have the management and super- 
 vision of the ordinary business of the company, subject to instructions from the 
 board of directors. The presence of a majority of the members of such ex- 
 ecutive committee is necessary to constitute a quorum. 
 
 8. Finance Committee. — A finance committee, consisting of three, a majority 
 of whom shall be necessary to conduct business, shall be appointed by the 
 board of directors at each regular annual meeting, whose duties shall be to 
 invest the surplus and the legal reserve fund, provided no indebtedness other 
 than its liability for its contracts of insurance or annuities shall be incurred by 
 this company. The action of the finance committee shall be subject to revision 
 by the board of directors. 
 
 16. Qualifications of Members. — No person shall be insured by this company 
 under 16 nor over 65 years of age when admitted. Each applicant for insur- 
 ance shall comply with all the requirements of this company as set forth in 
 these by-laws and his policy contract. 
 
 17. Meetings of Stockholders. — The regular annual meeting of stockholders 
 shall be held on the third Wednesday in February of each year, at the company’s 
 home office, in the city of Richmond, Va. At each regular annual meeting, 
 the board of directors for the ensuing year shall be elected. 
 
 Special meetings of stockholders may be called by the board of directors of 
 this company. Notice of such meeting shall be mailed to each stockholder at 
 least fifteen days before the day fixed for such meetings, and shall contain a 
 statement of the business to be transacted at such meeting, and no other busi- 
 ness shall be considered thereat. A majority of stockholders present, either 
 in person or by proxy, shall constitute a quorum at any meeting, and a majority 
 of those voting shall be sufficient to enact business. 
 
 18. Remuneration of Officers. — The directors and elected officers shall re- 
 ceive such compensation as the board of directors shall determine. All other 
 employees shall receive such compensation as may be adjudged necessary by 
 the officers with whom they contract. 
 
 19. All motions to alter or amend, or add to these by-laws shall be reduced to 
 writing and signed by the mover, and offered at a regular meeting of the board 
 of directors, and lie over until the next regular meeting, when such motion shall 
 
3 22 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 be adopted, provided a majority of the board of directors vote in favor of such 
 amendment, change or addition. 
 
 20. The capital stock of this company shall not be less than $100,000 and not 
 more than $500,000. 
 
 Resolution of October 21, 1905. 
 
 Be it resolved that on and after the first day of November, 1905, this company 
 shall not issue any health insurance, such business to be entirely discontinued after 
 said date, except such contracts for said insurance as are now in force. * * * 
 
SECURITY MUTUAL LIFE. 
 
 3 2 3 
 
 SECURITY MUTUAL LIFE INSURANCE COMPANY. 
 
 This is to Certify, That the Security Mutual Life Insurance Com- 
 pany has duly adopted the following amended charter in conformity 
 with the provisions of the insurance law of the State of New York, 
 being chapter 690 of the laws of eighteen hundred and ninety-two and 
 the amendments thereof. 
 
 Article i. The name of the company shall continue to be “ Se- 
 curity Mutual Life Insurance Company.” 
 
 Article 2. The company shall be located at and its principal place 
 of business shall be in the city of Binghamton, N. Y. 
 
 Article 3. The business of the company shall be insurance on the 
 lives of persons and every insurance pertaining thereto, the making of 
 endowments, the granting, purchasing and disposing of annuities, such 
 insurance being authorized under subdivision 1 of Sec. 70 of the in- 
 surance law of the State of New York. 
 
 Article 4. Sec. i. All the corporate powers of the company shall 
 be exercised by the board of directors and such officers and agents as 
 the board may appoint. 
 
 Sec. 2. The board of directors shall consist of nine persons ; the 
 majority of whom shall be citizens and residents of the State of New 
 York, elected as hereinafter specified and in the by-laws provided. 
 
 Sec. 3. The directors shall continue to be divided into three equal 
 classes, and as the term of each class shall expire, their successors shall 
 be elected at the annual meeting of the members, for the term of three 
 years, three directors to be elected each year. Vacancies occasioned 
 by death, resignation or otherwise shall be filled by the board of di- 
 rectors. A majority vote of a quorum of the then existing board shall 
 constitute an election. Each director and class hold over until their 
 successors are elected, and nothing herein shall be construed so as to 
 prevent any director or directors going out from being eligible for re- 
 election. 
 
 Sec. 4. The annual meeting of the members shall be held on the 
 first Tuesday in February in each and every year. At all annual or 
 special meetings of the members of the company, each member shall 
 be entitled to one vote for each one thousand dollars of insurance in 
 
3 2 4 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 force in the company on his own life, in the manner as shall be pre- 
 scribed in the by-laws. 
 
 Sec. 5. The officers of the company shall consist of the president, 
 one or more vice-presidents, a treasurer, a secretary and a general man- 
 ager, all of which have been or shall be elected by the board of direc- 
 tors, as in the by-laws provided. 
 
 Sec. 6. All of the present officers and present directors of the com- 
 pany shall continue to be such officers and directors respectively for 
 the period or periods for which they have been heretofore elected or 
 appointed. 
 
 Sec. 7. The board of directors shall have power and authority to 
 adopt in whole, or in part, the present by-laws of the company, and to 
 make such other bv-laws, rules and regulations for the transaction of 
 the business of the company as they deem expedient, and to amend or 
 repeal such by-laws, rules and regulations ; provided, however, that an 
 affirmative vote of seven-ninths of the entire board of directors shall 
 be necessary to adopt, amend, alter or repeal said by-laws, or any part 
 of them ; and provided, further, that the board of directors shall never 
 have power or authority to adopt or make any by-law, rule or regu- 
 lation contrary to, or inconsistent with this charter, or any provision 
 thereof, or the laws of the State of New York. 
 
 Article 5. Sec. i. The company shall have no capital stock, but 
 shall be a mutual company. 
 
 Sec. 2. The board of directors shall, within ninety days subsequent 
 to the first of January in each year, cause an estimate to be made of the 
 profits and true state of the affairs of the company as near as may be 
 for the preceding year, which estimate and the individual allotment 
 thereof shall be conclusive upon all persons entitled to share in any 
 distribution of surplus which shall be paid or credited under and ac- 
 cording to the terms of their several policy contracts. 
 
 Sec. 3. The board of directors shall have authority to reserve and 
 set aside such an amount of the profits in excess of the reserve re- 
 quired by law to be held and maintained, as shall, in their judgment, 
 be for the best interests of the company. 
 
 Article 6. No person shall incur any personal liability for the 
 losses or liabilities of this company by reason of being a policy or cer- 
 tificate holder in the same. 
 
 Article 7. The company shall be entitled to have and enjoy all the 
 rights, privileges and provisions of existing laws which might be in- 
 cluded in this charter and enjoyed by it, if it were originally incorpo- 
 rated under Article 2 of the insurance laws of this State. 
 
 Article 8. The charter of the company shall be perpetual. 
 
SECURITY MUTUAL LIFE. 
 
 325 
 
 In Witness Whereof, The company has caused its seal to be affixed 
 hereto and to be attested by its president and secretary, this twenty- 
 eighth day of December, 1899. 
 
 W. G. PHELPS, 
 
 President. 
 
 (Seal.) 
 
 CHAS. M. TURNER, 
 Secretary. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article i. Sec. i. Applications. — Applicants for insurance shall make and 
 sign a written application in the form prescribed by the board of directors, con- 
 taining the particular information required by the company. 
 
 Sec. 2. Written Statements. — No statement, answer or information given by 
 an applicant, or by any other person, to any agent or to the medical examiner 
 shall be deemed a part of the application or notice to the company, or under 
 any circumstances, admissible in evidence in an action against the company 
 unless actually written in the application over the signature of the applicant. 
 
 Sec. 3. Membership. — No applicant shall be considered a member of the 
 company, and no policy shall be in force, until the first premium payment there- 
 on is actually made to the company, or to an authorized collector, and the com- 
 pany’s receipt duly signed by the registrar actually delivered with the policy 
 to such applicant during his lifetime and while in good health. 
 
 Sec. 4. Policies. — Policies shall be in the form prescribed by the board of 
 directors, and together with the written application shall contain the specific 
 terms of the agreement or contract between the company and the member; 
 such contract also shall be deemed to include as an integral part, the laws of 
 the State of New York, pursuant to which this company was incorporated, the 
 certificate of incorporation filed by it according to law, and the by-laws, rules 
 and regulations of the company in force at the date of the policy and as they 
 may be subsequently amended. 
 
 Sec. 5. Forfeitures. — If any person secures a policy of insurance by con- 
 cealing or suppressing any material fact, or if any of ,the answers or statements 
 in his application, or subsequent statements or answers made to the medical 
 examiner or directors, or officers of the company in relation to the same, are 
 in any respect incomplete or untrue, or if any member neglects to pay in full 
 any premium when due, or if any of the conditions upon which the policy is 
 issued are violated, then, and in each and every such case, such policy and 
 membership shall at once become forfeited and void, and all payments made 
 thereon shall be forfeited to the company, unless otherwise provided by law or 
 in the policy. 
 
 Sec. 6. Notices. — A premium or other notice directed to any member, or 
 other person designated at his postoffice address as it appears on the books of 
 the company, shall be deemed a sufficient notice; an affidavit of, or proof of 
 addressing* and mailing the same according to the usual course of business of 
 said company, shall be taken and admitted as evidence, and shall constitute and 
 be deemed and held to be conclusive proof of due notice to said member and 
 
3 26 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 every person accepting or acquiring any interest under any policy. The send- 
 ing of a notice of premium payment or other notice shall not be held to waive 
 any forfeiture or lapse caused by the non-payment of any previous premium or 
 payment. 
 
 Sec. 7. Change of Beneficiary. — A member shall have the right at any time 
 during the continuance of his, or her, policy to change the beneficiary or bene- 
 ficiaries by filing with the company at its home office, a written request duly 
 executed. Provided, however, that a member shall not have a right to assign 
 his policy in whole or in part, or make any change of beneficiary thereunder, 
 when the same is payable to a creditor, excepting subject to such creditor’s in- 
 terest. No change or attempted change of beneficiary, or assignment of policy, 
 or of any benefits to accrue thereunder, shall be valid or become operative or 
 in any way binding upon the company, unless and until a duplicate thereof shall 
 have been filed with the company. The company shall not be responsible for the 
 validity of any assignment, attempted assignment, change or attempted change 
 of beneficiary. 
 
 Article 2. Sec. i. Annual Meeting. — An annual meeting of members for 
 the election of directors and the transaction of such other business as may 
 properly come before it, shall be held at the home office in the city of Bing- 
 hamton, N. Y., at two o’clock in the afternoon on the first Tuesday in Febru- 
 ary in each year. Said election shall be by ballot and a plurality of votes shall 
 elect. 
 
 Sec. 2. Special Meetings. — Special meetings of the members of the company 
 shall be called by the president when requested by the board of directors. 
 
 Sec. 3. Deferred Election. — In case it shall at any time happen that an elec- 
 tion of directors does not take place on the date appointed for the annual 
 election, then it shall be the duty of the president to appoint a day when said 
 election shall be held, and if the election fail to take place on the day so ap- 
 pointed, then said president shall appoint another day for the same purpose, 
 and shall continue to appoint days for that purpose until an election shall have 
 been held as required by law. A deferred election must be held upon the same 
 notice to members as required by law and these by-laws for an annual meeting. 
 
 Sec. 4. Notice of Annual Meeting. — Notice of the time and place of each 
 annual or special meeting of the members of the company shall be given by pub- 
 lishing the same once in each week for at least two weeks prior to the time of 
 such election in two public newspapers published in the city of Binghamton, 
 New York, and in the paper at Albany, in which State notices are required or 
 permitted to be published. 
 
 Sec. 5. Who Entitled to Vote. — Each member in good standing at each 
 annual or special meeting of the members shall be entitled to one vote in person 
 or by proxy for each one thousand dollars of insurance in the company affected 
 on his or her own life; provided that no vote by proxy or power of attorney 
 shall be accepted unless such proxy or power of attorney is registered with the 
 general manager of the company at least ten days before the meeting at which 
 such vote is offered. 
 
 Sec. 6. Inspectors. — The board of directors shall appoint three inspectors 
 for each annual election, who shall hold office for one year, and until their suc- 
 cessors are appointed. 
 
 Sec. 7. Quorum. — The members present or represented at a stated or special 
 meeting of members shall constitute a quorum. 
 
SECURITY MUTUAL LIFE. 
 
 3 2 7 
 
 Article 3. Sec. i. The Board of Directors. — The corporate powers of this 
 company shall be vested in a board of directors, who shall have and exercise 
 the general control and management of its affairs, and all its funds, and shall 
 perform all acts necessary to promote the interests and enhance the security of 
 the company not inconsistent with these by-laws, the certificate of incorpora- 
 tion, or the laws of the State of New York. 
 
 Sec. 2. Board of Directors and Term of Office. — The board of directors shall 
 consist of nine persons. Said board shall continue to be divided into three 
 classes of three directors each. The present directors shall hold office for the 
 time for which they were originally elected. The term of office for a director 
 shall be three years. Three directors shall be chosen each year. Directors 
 elected on any day subsequent to the date of the annual election shall hold office 
 until the expiration of three years from the date when such election should 
 have been held, and all directors, however elected, shall continue to hold office 
 until their successors have been duly elected to and have accepted office. 
 
 Sec. 3. Vacancies. — If at any time for any cause, a vacancy shall occur 
 among the directors, said vacancy may be filled for the unexpired term by the 
 directors then holding office, at any subsequent stated or special meeting. 
 
 Sec. 4. Advisory Directors. — The board of directors may at its discretion 
 elect members in the different States or Dominion of Canada, to be known as 
 advisory directors, whose duties shall be confined to counseling or advising as 
 to the best means of successfully prosecuting the business of the company in 
 their respective localities. 
 
 Sec. 5. Stated Meetings of Directors. — The directors shall have a stated an- 
 nual meeting immediately after the close of the annual meeting of members, 
 and such other meetings during the year as may be called under these by-laws 
 by the officers duly empowered, or as said board may by resolution provide for. 
 The registrar shall cause to be maileu to each director, at the address filed with 
 the general manager for this purpose, a written notice of each meeting, except 
 the annual meeting, as early as the day before such meeting. 
 
 Sec. 6. Special Meetings. — Special meetings of the board of directors shall 
 be held upon the call of the president of the company, or on his call when re- 
 quested in writing by five members of the board of directors. A written notice 
 of a special meeting, stating the day, hour and place where it is to be held, 
 must be sent by mail to each director as early as the day before said special 
 meeting, addressed to him at the address to be filed as aforesaid ; but a 
 special meeting may be held on a shorter call, provided actual, personal, writ- 
 ten notice of the time and place shall have been previously given to each 
 director. All special meetings shall be held at the home office of the company. 
 
 Sec. 7. Quorum. — A majority of the board of directors, or any committee, 
 standing or special, shall constitute a quorum for the transaction of business. 
 
 Article 4. Sec. i. Election of Officers and Committees. — There shall be 
 a stated meeting of the board of directors for the election of officers and com- 
 mittees on the first Tuesday in February in each and every year immediately 
 after the annual meeting of members. In case of a failure to elect upon the 
 day thus designated, the election may be held at any subsequent stated meeting 
 of the board, or at any special meeting called for that purpose. 
 
 Sec. 2. Officers. — The officers of this company shall consist of a president, 
 one or more vice-presidents, general manager, treasurer and comptroller, all 
 of whom have been or shall be chosen by the board of directors; and the board 
 
328 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 may appoint a general counsel, registrar, assistant registrar, medical director 
 and such other officers as may be necessary. 
 
 Sec. 3. Filling Vacancies. — Any vacancy or vacancies occurring among the 
 officers of the company shall be filled by the board of directors at any stated 
 meeting, or special meeting called for that purpose, and any officer or officers 
 thus elected shall hold office until the expiration of the term or terms for which 
 his predecessor or predecessors shall have been elected. 
 
 Sec. 4. Executive Committee. — An executive committee is hereby consti- 
 tuted, to consist of five members, viz. : general manager, who shall be chair- 
 man thereof, the president, the first vice-president; the treasurer and general 
 counsel, and, so long as the office of president and general manager is held by 
 one person, one director to be appointed by the president. Such executive 
 committee shall possess all the power and authority that the board of directors 
 does or can possess when not in session, and shall have the immediate control 
 and supervision of the affairs of the company, subject to the approval of the 
 board of directors. They shall keep a record of all their transactions, which 
 shall be read at the next regular meeting of the board of directors; and in case 
 the board does not then expressly annul or disapprove any act or transaction 
 of the said executive committee, it shall be taken and held that all acts and 
 transactions of the executive committee not so annulled or disapproved are 
 approved and confirmed by the board of directors. Any vacancy in the execu- 
 tive committee may be filled by the president. 
 
 Sec. 5. Investing Committee. — There shall be an investing committee which 
 shall consist of the treasurer of the company, who shall be chairman thereof, 
 and two other members of the board of directors to be appointed by the board 
 at its annual meeting. 
 
 Sec. 6. Auditing Committee. — The board of directors at its annual meeting 
 shall elect three of their number who shall constitute an auditing committee, 
 and said committee shall serve until the next annual meeting of the board, and 
 until a new committee shall have been chosen. This committee shall be 
 charged with the auditing of the net premium or reserve fund of the company, 
 and shall report the accurate condition of the same to the members. 
 
 Sec. 7. Terms of Office. — The terms of office of the president, vice-presi- 
 dents, treasurer and comptroller shall in each case be for one year. The term 
 of office of the general manager shall be for life.- In event of malfeasance in 
 office on the part of the last mentioned officer, he may be removed by a seven- 
 ninths vote of the full board of directors; provided, however, that the said 
 general manager shall not be so removed without a full and fair trial given 
 him by the board; such trial to be had not less than thirty days after he # shall 
 have been informed in writing of the specific charges against him. In all cases 
 when the election is to fill an unexpired term, or when the election has taken 
 place at a date subsequent to the date when the election should have been held, 
 the term of such officer shall be for the remainder of the unexpired term, or 
 for the term beginning upon the day when the election should have been held. 
 All officers and committees shall hold office until their successors shall have 
 been elected or appointed and shall have accepted office. 
 
 Sec. 8. Other Committees, Etc. — The board of directors may also appoint 
 such other committees as shall in their judgment be for the best interests of 
 the company. 
 
 Article 6. Sec. 1. Payments to Members. — Upon receipt of satisfactory 
 
SECURITY MUTUAL LIFE. 
 
 329 
 
 proofs of the fact, cause and date of death of a member, and the existence of a 
 valid claim against the company, or that any moneys are due any member of the 
 company, his beneficiaries, legal heirs, executors, administrators or assigns, the 
 board of directors shall, within sixty days thereafter, cause to be paid to such 
 person or persons as shall appear legally entitled to receive the same, the 
 amount to which they are entitled according to the terms of the policy. 
 
 Sec. 2. Reserve Fund. — That part of the premium payment generally known 
 as the net premium shall, after deducting the cost of collection, be deposited in 
 such regularly incorporated banks or trust companies as the treasurer may 
 direct, with the approval of the board or directors, or with the Insurance De- 
 partments of the several States or Dominion of Canada, to the credit of the 
 reserve fund, and shall be used in payment of the claims arising under the 
 policies of the company according to their respective terms and conditions, or 
 for the necessary expenses incurred in adjusting, investigating, paying and 
 canceling claims, applications and policies, or in payment of United States, 
 State, county and municipal taxes, licenses and fees, or in payment of expenses 
 incurred in making loans or in collecting moneys belonging to this fund, or in 
 payment of expenses of the medical department. Any surplus in this fund in 
 excess of the amount required to be held by law, may, in the discretion of the 
 board of directors, be returned in dividends or applied under the terms of the 
 several policy contracts. Any moneys belonging to this fund may be invested 
 in such interest bearing securities as are authorized by law. 
 
 Sec. 3. Expenses of Management. — All of the premiums paid on any policy 
 in excess of the net premium, as calculated by this company, shall be set apart 
 to the general fund, from which all expenses not otherwise provided for shall 
 be paid. 
 
 Article 7. Sec. i. Amendments. — These by-laws may be revised or 
 amended at any stated or special meeting of the board of directors provided 
 there is delivered in person or mailed to each director, not less than thirty 
 days prior to such meeting, a copy of such proposed alteration or amendment, 
 with a notice of the time and place when the same will be considered; pro- 
 vided, however, that no such proposed alteration or amendment shall be made 
 unless the same shall be approved by a seven-ninths vote of the entire board of 
 directors. 
 
330 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 SECURITY TRUST AND LIFE INSURANCE COMPANY. 
 
 An act to incorporate the Germantown Deposit, Trust and Insurance 
 Company. 
 
 Articles of Incorporation. 
 
 Sec. i. Be it enacted by the Senate and House of Representatives 
 of the Commonwealth of Pennsylvania in General Assembly met, and 
 it is hereby enacted by the authority of the same, that Charles Stokes, 
 H. B. Bruner, H. H. Houston, H. N. Johnson, Samuel Collum and all 
 persons who may associate with them hereafter shall be and are hereby 
 constituted a body politic and corporate by the name of the German- 
 town Deposit, Trust and Insurance Company, of Germantown, city of 
 Philadelphia, to be located in said city which shall have perpetual suc- 
 cession with power and authority to make contracts of insurance either 
 for life, fire, marine, inland or any other insurance for goods, wares, 
 merchandise or any other article or thing insurable and also to take 
 and execute trusts of any kind, receive deposits of money on interest 
 and do all and every kind of insurance trust, etc., that any company 
 now chartered may have the right or power to do with any person or 
 persons or any body politic or corporate and to make all kinds of in- 
 surance trust, etc., as aforesaid for such premium and consideration 
 and under such modifications and restrictions as may be agreed upon 
 between the contracting parties. 
 
 Sec. 2. That the capital stock of said corporation shall be five hun- 
 dred thousand dollars, which shall be divided into ten thousand shares 
 of fifty dollars each. At the time of subscription at least ten dollars 
 shall be paid on each and every share, and balance shall be paid in such 
 manner, time and place as the directors of said corporation shall de- 
 termine. 
 
 Sec. 3. That said corporation after complying with the provisions 
 of the act to provide for incorporation of insurance companies ap- 
 proved April 2, 1856, shall have power to commence business under 
 their paid charter whenever fifty thousand dollars of their capital is 
 subscribed for and paid in. 
 
 Sec. 4. That said corporation shall have all the rights, privileges 
 and immunities, power and authority that is now granted to any 
 other insurance and trust company in this State and shall be subject to 
 all laws approved or now in force or hereafter passed for their regu- 
 lation and control. 
 
SECURITY TRUST AND LIFE. 
 
 33 1 
 
 Sec. 5. That said corporation in declaring dividends, all sums over 
 eight per cent, one per cent of said surplus, shall be paid into the State 
 treasury for the use of the Commonwealth. 
 
 (Signed) JAMES H. WEBB, 
 
 Speaker of the House of Representatives. 
 (Signed) WILLIAM A. WALLACE, 
 Speaker of the Senate. 
 
 Approved the twenty-fifth day of May, A. D. 1871. 
 
 (Signed) JOHN W. GEARY. 
 
 Certificate. 
 
 In the Court of Common Pleas, No. 2, for the county of Philadelphia. 
 
 In the matter of Germantown Deposit, Trust and Insurance Company 
 for change of name to “The Security Trust Company.” December 
 term, 1883. No. 284. 
 
 Be it Remembered, That on the thirteenth day of February, 1884, 
 on motion of Joseph S. Goodbread, Esquire, the court, upon considera- 
 tion of the petition and affidavits, due proof being thereto attached of 
 notice of this application being given to the Auditor General and of 
 publication of the same in compliance with the acts of assembly, and 
 it appearing to the court that the change proposed is lawful and bene- 
 ficial now, it is hereby ordered, adjudged and decreed that the name, 
 style and title to the said “The Germantown Deposit, Trust and In- 
 surance Company” shall be changed to “The Security Trust Company,” 
 and that upon filing with the Auditor General by the parties in interest 
 of a copy of this decree and the recording of the said amendment, that 
 then and from thenceforth said corporation shall exist and be known 
 under the name, style and title of “The Security Trust Company” to 
 the same intent and with the same force and effect, rights, powers, 
 privileges and immunities as if it had been so named and provided in 
 the act of assembly originally incorporating the said corporation. 
 
 In testimony whereof, I have hereunto set my hand and affixed the 
 seal of the said court at Philadelphia, the ninth day of November, 1889. 
 
 (Signed) CHAS. H. WHITE, 
 Pro Prothonotary. 
 
 Amendment. 
 
 Amendment to charter and change of name to “The Security Trust 
 and Life Insurance Company.” 
 
 Philadelphia, August 17, 1896. 
 
 To His Excellency, Daniel H. Hastings, Governor of Pennsylvania. 
 
 Sir: — The Security Trust Company, a corporation of the State of 
 Pennsylvania, incorporated under an act of assembly, approved the 
 
332 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 twenty-fifth day of May, 1871, hereby certifies under its common cor- 
 porate seal, that at a meeting of the stockholders of the said company 
 held pursuant to due and legal notice, mailed to each stockholder on 
 the fifteenth day of July, 1896, at its offices in Philadelphia on the 
 seventeenth day of August, A. D. 1896, the following resolutions were 
 offered : 
 
 Resolved, That this corporation accepts the provisions of the Con- 
 stitution of the State adopted December 16, 1873, and the president 
 and secretary are hereby authorized and directed to make, under the 
 seal of the corporation, and to file in the office of the Insurance Com- 
 missioner the certificate required by law for the purpose aforesaid. 
 
 Resolved, That in accordance with the provisions of the act of first 
 of May, A. D. 1876, entitled “A supplement to an act entitled ‘An act 
 to establish an Insurance Department/ approved the fourth day of 
 April, 1873, etc./’ This corporation accepts the provision of said act so 
 far as not inconsistent with its said charter, for the purpose of acquir- 
 ing all the privileges, immunities and franchises conferred upon like 
 corporation by said act of assembly. 
 
 Resolved, That the name of this corporation be changed from “The 
 Security Trust Company” to “The Security Trust and Life Insurance 
 Company.” 
 
 Resolved, That the charter of this corporation which reads as on the • 
 preceding pages shall be amended so as to read as follows : 
 
 Amendment. 
 
 An act to incorporate the Germantown Deposit, Trust and Insurance 
 Company (Amended to “The Security Trust and Life Insurance 
 Company.”) 
 
 Sec. 1. Be it enacted by the Senate and House of Representatives 
 of the Commonwealth of Pennsylvania in General Assembly met, and 
 it is hereby enacted by the authority of the same, that Charles Stokes, 
 H. P>. Bruner, H. H. Houston, H. N. Johnson, Samuel Collum, and all 
 persons who may associate with them hereafter, shall be and are hereby 
 constituted a body, politic and corporate, by the name of The German- 
 town Deposit, Trust and Insurance Company (amended to The Se- 
 curity Trust and Life Insurance Company), to be located in the city of 
 Philadelphia, which shall have perpetual succession with power and 
 authority to make contracts for life insurance, to take and execute 
 trusts of any kind, receive deposits of money on interest, and do all 
 and every kind of life insurance, trust, etc., that any company now 
 chartered may have the right or power to do with any person or per- 
 sons or anv body, politic or corporate, and to make all kinds of life 
 
SECURITY TRUST AND LIFE. 
 
 333 
 
 insurance, trust, etc., as aforesaid for such premium and consideration 
 and under such modifications and restrictions as may be agreed upon 
 between the contracting parties. 
 
 Sec. 2. That the capital stock of said corporation shall be five hun- 
 dred thousand dollars, which shall be divided into ten thousand shares 
 of fifty dollars each ; at the time of subscription at least ten dollars shall 
 be paid on each and every share, and balance shall be paid in such man- 
 ner, time and place as the directors of said corporation shall determine. 
 
 Sec. 3. That said corporation after complying with the provision 
 of the act to provide for the incorporation of insurance companies ap- 
 proved April 2, 1856, shall have power to commence business under 
 their paid charter whenever fifty thousand dollars of their capital is 
 subscribed for and paid in. 
 
 Sec. 4. That said corporation shall have all the rights, privileges 
 and immunities, power and authority that is now granted to any other 
 life insurance and trust company in this State, and shall be subject to 
 all laws approved or now in force or hereafter passed for their regu- 
 lation and control. 
 
 Sec. 5. That said corporation in declaring dividends, all sums over 
 eight per cent, one per cent of said surplus shall be paid into the State 
 treasury for the use of the Commonwealth. 
 
 JAMES H. WEBB. 
 
 Speaker of the House of Representatives. 
 WILLIAM A. WALLACE, 
 Speaker of the Senate. 
 
 Approved the twenty-fifth day of May, A. D. 1871. 
 
 JNO. W. GEARY. 
 
 Resolved, That the president and secretary be authorized and directed 
 to make, under the seal of this corporation, the necessary certificate 
 required by the act of assembly and file the same in the office of the 
 Insurance Commissioner as required by law. 
 
 It is further certified that the whole number of shares of the said 
 “The Security Trust Company” is seven thousand (7000) with a par 
 value of fifty (50) dollars each; that of the said election 5090 shares 
 were voted either in person or by proxy ; that 5090 voted in favor of 
 the said resolution and none voted against said resolution. 
 
 Certified from the minutes, August 18, 1896. 
 
 CLARE E. COOK, 
 
 Secretary. 
 
 ROBERT E. PATTISON, 
 President. 
 
 (Seal.) 
 
334 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Resolution Calling a Meeting. 
 
 Office of The Security Trust and Life Insurance Company. 
 
 I hereby certify, That the following resolution was adopted at a 
 meeting of the board of directors of this company, held on the eleventh 
 day of June, 1900. 
 
 Resolved, That a meeting of the stockholders shall be convened at 
 the home office of the company, to take action on approval or disap- 
 proval of the proposed increase of the capital stock of the said com- 
 pany, from $350,000 to $500,000, or to such an amount not exceeding 
 $500,000 as shall be approved at such meeting, and that the secretary 
 be and is hereby directed to give notice thereof, as required by law. 
 
 Attest : " EDWIN S. BARTLETT. 
 
 (Seal.) Secretary. 
 
 Special Notices. 
 
 Office of The Security Trust and Life Insurance Company. 
 
 Philadelphia, June 23, 1900. 
 
 The board of directors of this company has called a special meeting 
 of the stockholders, to be held at the office of the company, at 1001 
 Chestnut street, Philadelphia, Pa., on Monday, the twenty-seventh day 
 of August, A. D. 1900, at 12 o'clock M., for the purpose of voting for 
 or against an increase of the capital stock from $350,000 to the amount 
 authorized by its charter, viz. : $500,000. 
 
 EDWIN S. BARTLETT, 
 Secretary. 
 
 Judge’s Certificate. 
 
 We, the undersigned judges, appointed by the directors of the Se- 
 curity Trust and Life Insurance Company to conduct an election by 
 the stockholders for or against an increase of the capital stock of the 
 said company, from $350,000 to $500,000, do hereby certify, that after 
 being duly sworn we. held the said election, at the home office of the 
 said company in Philadelphia on the twenty-seventh day of August, A. 
 D. 1900, the time and place fixed for holding the same, of which sixty 
 days’ previous notice, by publication, was duly given, and in due form 
 and manner we received the votes of the stockholders of the said com- 
 pany in favor of or against such increase. 
 
 And at the said election there were voted in favor of said increase 
 six thousand and one shares, and against said increase none shares, and 
 we do therefore certify, declare and return that the persons or bodies 
 
SECURITY TRUST AXD LIFE. 
 
 335 
 
 corporate holding the larger amount of the capital stock of the said 
 The Security Trust and Life Insurance Company have consented to 
 such increase. 
 
 ROBT. O. STEWART, 
 BRUCE PRICE, 
 
 A. BEITNEY. 
 
 Filed in the office of the Secretary of the Commonwealth on the 
 tenth day of October, A. D. 1900. 
 
 LEWIS E. BEITLER, 
 Deputy Secretary of the Commonwealth. 
 
 The Security Trust and Life Insurance Company. 
 
 St. James Building, 
 
 New York, September 26, 1900. 
 
 To the Honorable, The Secretary of the Commonwealth, Harrisburg, 
 Pa. 
 
 My Dear Sir : — This is to certify that, by virtue of the consent of ^ 
 the stockholders of the Security Trust and Life Insurance Company, 
 authorizing an increase in the capital stock thereof, from $350,000 to 
 $500,000, given at an election duly held for that purpose on the twenty- 
 seventh day of August, 1900, the capital stock of said company has been 
 increased from $350,000 to $500,000. 
 
 EDWIN S. BARTLETT, 
 Treasurer. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 (Adopted November 18, 1899.) 
 
 Article i. Sec. i. Date of Annual Meeting. — The annual meeting of the 
 stockholders shall be held at the office of the company on the third Tuesday 
 of January, at 12 o’clock, noon. 
 
 Quorum. At all meetings (annual or special) the stockholders present shall 
 constitute a quorum. 
 
 Sec. 2. Notice to Stockholders. — Written or printed notice of such meeting 
 shall be mailed to the last recorded address of each stockholder, as furnished 
 to the secretary, at least ten days before each meeting. 
 
 Sec. 3. When Entitled to Vote. — No stockholder shall be entitled to vote 
 unless the share or shares shall have been standing in his or her name on the 
 books of the company for thirty days previous to said election. 
 
 Sec. 4. Process. — Stockholders may vote by proxy, if said proxy be executed 
 not more than twenty days previous to the meeting at which they are to be 
 used. 
 
 Sec. 7. Candidate for Director. — No one shall be considered as a candi- 
 date for the office of director, nor shall any votes be received or counted for 
 
336 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 any one, unless written notice of his nomination or candidacy shall have been 
 filed with the secretary of the company, for the information of the stockhold- 
 ers, not less than thirty days prior to the annual election: but members of the 
 then existing board may be voted for without such notice. 
 
 Sec. 8. At all elections for directors, the votes of the stockholders shall be 
 by ballot, each share of stock having one vote. 
 
 Sec. 9. Special Meetings. — Special meetings of the stockholders may be 
 called by the board of directors. Written or printed notice, stating the busi- 
 ness to be transacted shall be mailed to the last recorded address of each stock- 
 holder. as furnished to the secretary, at least six days before each meeting. 
 
 Article 2. Sec. i. Fifteen Directors. — The affairs of the company shall be 
 managed by fifteen directors, stockholders of the company. 
 
 Sec. 2. Directors to Elect Officers. — The directors shall, at the first stated 
 meeting after the annual meeting of the stockholders, elect one of their num- 
 ber to be president, and one or more of their number to be vice-presidents. 
 They shall also elect a solicitor, a secretary, a treasurer, a medical director and 
 such other officers as may be from time to time required for the prompt and 
 orderly transaction of its business. The duties of all officers not otherwise 
 herein expressed, shall be prescribed by the board: or by the president, when 
 authorized by the board: but no officer, except the president, vice-presidents 
 or solicitor shall be a member of the board. 
 
 Sec. 3. In case of a vacancy in any of the offices herein named, the presi- 
 dent shall have power to fill such vacancy until the next meeting of the board. 
 
 Sec. 4. Vacancies Filled by Board. — In case of the death or resignation of 
 a director, or his ceasing to be a stockholder of the company, the vacancy 
 occasioned thereby shall be filled by the remaining directors. 
 
 Sec. 5. Yeas and Nays. — The yeas and nays on any question shall be called 
 and recorded at the request of any two members present at a meeting. 
 
 Sec. 6. Expulsion of Directors. — Any member of the board of directors 
 on motion, may be expelled for any cause, adjudged sufficient, after an oppor- 
 tunity of being heard, by the affirmative vote of twelve directors: provided, 
 however, such vote is not taken at the meeting at which such motion is made. 
 The motion must lie over for action until the next stated meeting of the board, 
 at least six days, prior notice of which must be sent by the secretary in writing, 
 to each director, and to the person accused, stating the name of the person 
 proposed to be expelled, and announcing the fact that the hearing will take 
 place at such a meeting and a vote taken thereon. 
 
 Sec. 7. Stated Meetings. — Stated meetings of the board shall be held on 
 the second Tuesday of January, April. July and October of each year and at 
 such time as may be fixed by the board. 
 
 Sec. 8. Special meetings of the board may be called at any time by the 
 president, and shall be called by the president on the written request of at 
 least five directors. The notices of such special meeting shall state the busi- 
 ness to be acted upon. 
 
 Article 3. Sec. i. Standing Committees. — The president, with the ap- 
 proval of the board of directors, shall, at the first stated meeting after the an- 
 nual election, appoint standing committees of four members each, as follows: 
 
 Sec. 2. Executive Committee. — An executive committee consisting of three 
 members of the board, said committee to have general control of the affairs 
 of the company, under the direction of the board: they shall have special con- 
 
SECURITY TRUST AND LIFE. 
 
 337 
 
 trol of all investment of the funds of the company, examine accounts, deposit 
 the funds in such bank or banks as may be designated by the directors, and 
 shall exercise a general supervision over all the affairs of the company and 
 make a report of all their transactions in writing to each stated meeting of the 
 board. 
 
 Sec. 3. Committee on Insurance. — A committee on insurance to decide 
 upon the rates of premiums and sums to be insured, the forms of all policy 
 contracts, applications, examinations and other forms appertaining thereto, 
 subject to the approval of the board. They shall have charge of all insurances 
 to be made by the company, and in all cases of doubt, expediency or emergency 
 relative thereto, where objection has been raised, this committee shall be con- 
 sulted, and they shall decide the course of action to be pursued. They shall 
 also decide upon the appointment of agents for the company, prescribing the 
 localities in which business may be transacted. They shall have power to visit 
 and inspect, from time to time, the established agencies of the company, re- 
 port as to the condition thereof, and determine the desirability of extending 
 the company’s insurance business; all contracts with general or special agents 
 or solicitors, and any extra or other allowance relating thereto, as well as all 
 bills for traveling and other expenses, incident to the agency business of the 
 company, shall be subject to the approval of this committee. The committee 
 shall examine and decide upon all claims against the company in the insurance 
 department, and determine upon the payment or compromise thereof, and have 
 authority to employ counsel. They shall also have in charge all matters per- 
 taining to the medical business of the company. 
 
 Article 5. Sec. i. Acknowledgments and Satisfaction of Mortgages. — 
 The president, and a vice-president and secretary, or any two of them, of the 
 Security Trust and Life Insurance Company, are hereby authorized to execute 
 under the corporate seal of the company, and to acknowledge as its act and 
 deed, good and sufficient releases or covenants of exoneration of any property 
 covered by mortgage or liens owned by this company, the release of which 
 has been or may be authorized by the board of directors or committee on 
 finance; and also to appear in the office of the recorder of deeds or other office 
 or court of record, of the city of Philadelphia, or of any other of the counties 
 of the State of Pennsylvania, or elsewhere, and acknowledge and enter satis- 
 faction on the margin of the record of any mortgage, judgment, or other lien 
 made, or assigned to, and held by the said company, either in its own right, 
 or as trustee, or in any other capacity, in full discharge of the debt and interest 
 represented by said mortgage, judgment or lien, upon payment of the same; 
 and also to appoint as may be necessary and convenient, a substitute deputy 
 or attorney for these purposes, in special cases, and to use the corporate seal 
 of the said company, duly attested, as evidence of such appointment; and the 
 president or a vice-president, and the secretary of the company, are hereby 
 empowered to execute under the corporate seal of the company, and to ac- 
 knowledge as its act and deed good and sufficient conveyance to the purchaser 
 of any of the company’s real estate (except that held for its own office pur- 
 poses) sale of which has been or may be authorized by the aforesaid board or 
 committee. 
 
 Article 6. Sec. i. Stock Certificates. — All certificates of stock shall be 
 signed by the president, countersigned by the secretary, and authenticated by 
 the seal of the company, and shall be registered as directed by the board of 
 directors 
 
338 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 2. Transferring Stock. — Transfers of stock shall be made only on the 
 books of the company, either by the holder in person or by his duly authorized 
 attorney. Satisfactory evidence of such authority shall be produced by the 
 company and left with it, if required. The transfer books shall be closed thirty 
 days before the annual meeting. 
 
 Sec. 3. Transfers by Executors, Etc. — In case of transfers by executors, 
 administrators, guardians, or other legal representatives, duly authenticated, 
 evidence of their authority shall be produced tO' the company. The company 
 may require them to be deposited to remain with it during its pleasure. 
 
 Sec. 4. Certificates to be Cancelled. — Upon the transfer and surrender of 
 any certificate of stock it shall be immediately cancelled and pasted on the 
 margin of the certificate book from which it was originally taken. 
 
 Sec. 5. Lost Certificates. — Any person or corporation claiming a certificate 
 of stock of this company to be issued in lieu of one lost or destroyed, shall 
 make an affidavit or affirmation of the fact, and therein state the circumstances 
 of the loss or destruction, and advertise the same in two daily newspapers in 
 Philadelphia, twice a week for two weeks, describing the certificate, and shall 
 transmit to the office of the company the affidavit or affirmation with adver- 
 tisement, and give to the company a satisfactory bond of indemnity, with one 
 or more sureties in a sum to be fixed by the board of directors to secure the 
 company against and damage or loss that may arise from issuing the new 
 certificate; also a similar affidavit or affirmation with advertisement and bond 
 to file with the registrar of stock; whereupon two months after the last adver- 
 tisement as aforesaid, a new certificate may be issued, and said new certificate 
 shall bear upon its face that it is issued in lieu of the certificate lost or mislaid. 
 
 Article 7. Sec. i. Amendments. — No alteration or amendment shall be 
 made in these by-laws, unless presented in writing at a stated meeting of the 
 board, and considered and finally adopted at a subsequent stated meeting by 
 the affirmative vote of the majority of directors present. 
 
 Any by-laws may be suspended by the affirmative vote of the majority of 
 directors present. 
 
STATE LIFE INSURANCE COMPANY OF INDIANAPOLIS. 
 
 339 
 
 STATE LIFE INSURANCE COMPANY OF INDIANAPOLIS, 
 
 INDIANA. 
 
 The above named company was incorporated in 1894, and com- 
 menced business that year. In February, 1899, it was reincorporated 
 under the laws passed by the legislature of that year. This law pro- 
 vides that all stock life insurance companies organized in the State 
 must have a capital of at least $100,000, and maintain a legal reserve, 
 policies being valued according to the American Experience Table and 
 four per cent interest. No special charters are issued to Indiana life 
 companies, but compliance with the law is exacted. The full text of 
 the law will be found on pages 393-399, herewith. 
 
340 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 STATE MUTUAL LIFE ASSURANCE COMPANY. 
 
 Commonwealth of Massachusetts in the year one thousand eight hun- 
 dred and forty-four. An act to incorporate the State Mutual Life 
 Assurance Company of Worcester. Be it enacted by the Senate 
 and House of Representatives in general court assembled, and 
 by the authority of the same, as follows : 
 
 Sec. i. [Names of Incorporators.] — John Davis, Benjamin Balch 
 and Clarendon Harris, their associates and successors, are hereby made 
 a corporation by the name of the “State Mutual Life Assurance Com- 
 pany” of Worcester, for the purpose of making assurances on single 
 lives, joint lives and survivorships, and for making reversionary pay- 
 ments, on the principle of mutual contribution, and mutual participa- 
 tion in the surplus funds or otherwise, with all the powers and priv- 
 ileges, and subject to all the duties and liabilities contained in the 
 thirty-seventh and forty-fourth chapters of the revised statutes, so far 
 as the same may be applicable to this corporation. 
 
 Sec. 2. [ Subscriptions to Guarantee Capital. ] — When one hundred 
 and fifty persons have subscribed to become members of the said com- 
 pany by being assured for one or more years, or for the whole term of 
 life, the first meeting may be called for the purpose of organizing the 
 corporation, but only one-half of the whole number of directors, shall 
 then be chosen. Immediately after such organization, books shall be 
 opened for the subscription of a guarantee capital of one hundred thou- 
 sand dollars, to be divided into shares by the corporation thus organ- 
 ized, half of which shall be paid in cash, or secured as hereinafter pro- 
 vided for its investment. Before the said corporation shall go into 
 operation for the purpose of making assurances, the other half of said 
 stock may be called for by the directors so elected from time to time, 
 when they deem it necessary or expedient, and shall be paid in by the 
 holders of the stock, which shall always stand pledged to the corpora- 
 tion for all such assessments, so called for, and said stock shall be 
 entitled to an annual dividend, not exceeding seven per centum on 
 the amount paid in. 
 
 Sec. 3. [The First Board of Directors.] — As soon as such amount 
 of stock shall be so subscribed and paid in as aforesaid or made se- 
 cure, a meeting shall be called of the said stockholders, and they shall 
 elect from their own number the remaining half of the first board of 
 
STATE MUTUAL LIFE. 
 
 341 
 
 directors ; and at every future election of directors, until the guarantee 
 stock shall be redeemed, one-half the number shall be elected from the 
 assured and the other half from the stockholders, all to be chosen 
 jointly. 
 
 Sec. 4. [How Funds may be Invested.] — The funds of the said 
 company shall be invested in the stocks of the United States, of the 
 State of Massachusetts, of the city of Boston, and in notes secured by 
 bond and mortgage of unincumbered real estate in Massachusetts, 
 worth three times the amount loaned thereon. The said company may 
 hold real estate to an amount not exceeding ten thousand dollars, for 
 the purpose of securing suitable offices for the institution. 
 
 Sec. 5. [Dividends to Policyholders.] — At the expiration of every 
 three years, after the expiration of the first year, there shall be a gen- 
 eral investigation of the affairs of the company for the past three years, 
 with an estimate of the surplus funds which may remain after pro- 
 viding for all risks, losses and incidental expenses. If it shall appear 
 after the investigation, that there is a surplus fund more than equiva- 
 lent to the amount of debts and claims against the funds, one-third of 
 the estimated surplus funds and receipts shall be set aside with its ac- 
 cumulations as a reserved fund to be applied to the redemption of the 
 guarantee stock ; and whenever after the expiration of ten years from 
 the time of organizing the corporation, the amount of such reserved 
 funds shall be sufficient for the purpose, and the assured shall vote to 
 redeem the said guarantee stock, the same shall be redeemed. The 
 remaining two-thirds of the estimated surplus fund shall be equitably 
 divided among the existing policies for one or more years, or for the 
 whole term of life in proportion to the respective amounts of premium 
 each has paid either by single contribution or by uniform annual con- 
 tributions, and allocated to the original sum insured as a bonus or re- 
 versionary addition, payable when the policy emerges and becomes a 
 claim. 
 
 Sec. 6. [Balance Statement to be Made.] — Within thirty days after 
 the expiration of four years from the time of organizing the company 
 and within thirty days after the expiration of every subsequent three 
 years, the company shall cause to be made a general balance statement 
 of the affairs of the said company, which shall be entered in a book, 
 prepared for such purpose. Such statement shall contain : First, the 
 amount of contributions received during the said period, and the amount 
 of interest received from investments and loans. Second, the amount 
 of expenses of the said company during the same period. Third, the 
 amount of losses incurred during the same period. Fourth, the balance 
 remaining with the said company. Fifth, the nature of the security in 
 
342 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 which the said balance is invested or loaned and the amount of cash 
 on hand, and the aggregate amount of the sums assured in the existing 
 policies. Sixth, the president or vice-president of the company shall 
 within thirty days after the balance statement is made up, transmit a 
 copy thereof, signed and sworn to by the president and vice-president 
 and a majority of the directors, and also by the auditor, actuary or 
 secretary, to the secretary of the Commonwealth to be by him laid 
 before the legislature. 
 
 Sec. 7. [Payment to Massachusetts General Hospital.] — The said 
 corporation shall, on the third Monday of January every year, pay over 
 to the trustees of the Massachusetts General Hospital, one-third of the 
 net profits, if any, which shall have arisen from insurance on lives made 
 during the preceding year. 
 
 Sec. 8. [When Payment to Hospital may Cease.] — So long as this 
 corporation shall well and truly pay to the General Hospital the afore- 
 said share of profit, it shall not be lawful for any persons or corpora- 
 tion within the Commonwealth, to make insurance on lives upon land, 
 unless empowered so to do, by any future legislature of this Common- 
 wealth. And whenever any person or corporation shall hereafter be 
 thus empowered, the obligation of this corporation to pay the trustees 
 of the General Hospital for the use of said hospital the third part of 
 the net profits, which may thereafter arise on insurance on lives, shall 
 cease, unless the same obligation shall be imposed upon such persons or 
 corporation thus hereafter empowered. 
 
 House of Representatives, March 16, 1844. Passed to be enacted. 
 
 SAM. H. W ALLEY, JR., 
 Speaker. 
 
 In Senate, March 16, 1844. Passed to be enacted. 
 
 JOSIAH QUINCY, JR. 
 
 President. 
 
 Approved March 16, 1844. 
 
 GEO. N. BRIGGS. 
 
 [Amendment of 1846.] 
 
 Commonwealth of Massachusetts. In the year one thousand eight 
 hundred and forty-six. An act in addition to “An act to incorpo- 
 rate the State Mutual Life Assurance Company” of Worcester. 
 Be it enacted by the Senate and House of Representatives in gen- 
 eral court assembled and by the authority of the same, as follows : 
 [May Make Loans Like Savings Banks.] — The State Mutual Life 
 Assurance Company of Worcester may invest their funds in such pur- 
 
STATE MUTUAL LIFE. 
 
 343 
 
 chases and loans as are permitted to savings banks in the seventy- 
 eighth and seventy-ninth sections of the thirty-sixth chapter of the re- 
 vised statutes and in the forty-fourth chapter of the acts of the year 
 eighteen hundred and forty-one. 
 
 House of Representatives, March 19, 1846. Passed to be enacted. 
 
 SAM. H. WALLEY, JR., 
 
 Speaker. 
 
 In Senate, March 20, 1846. Passed to be enacted. 
 
 W. B. CALHOUN, 
 President. 
 
 Approved March 20, 1846. 
 
 GEO. N. BRIGGS, 
 
 [Amendment of 1866.] 
 
 Commonwealth of Massachusetts in the year one thousand eight hun- 
 dred and sixty-six. An act to authorize the State Mutual Life 
 Assurance Company of Worcester to purchase and hold real estate. 
 Be it enacted by the Senate and House of Representatives in gen- 
 eral court assembled, and by the authority of the same as follows : 
 
 Sec. 1. [May Purchase Real Estate in Worcester.] — The State 
 Mutual Life Assurance Company in the city of Worcester is hereby 
 authorized to purchase and hold real estate in said city, to an amount 
 not exceeding fifty thousand dollars ; provided, that no part of said 
 amount shall be invested in real estate, except in the purchase of a 
 suitable site, and the erection or preparation of suitable buildings, to 
 be used, wholly or in part, for the purposes of said company; and all 
 income, if any, arising from such real estate shall be devoted exclusively 
 to the interests of said company. 
 
 Sec. 2. This act shall take effect upon its passage. 
 
 House of Representatives, February 10, 1866. Passed to be enacted. 
 
 JAMES M. STONE, 
 Speaker. 
 
 In Senate, February 14, 1866. Passed to be enacted. 
 
 JOSEPH A. POND, 
 
 President. 
 
 Approved February 15, 1866. 
 
 ALEX. H. BULLOCK. 
 
 [Amendment of 1884.] 
 
 Commonwealth of Massachusetts, in the year one thousand eight hun- 
 dred and eighty-four. An act to authorize the State Mutual Life 
 
344 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Assurance Company of W orcester, to purchase and hold additional 
 real estate. Be it enacted by the Senate and House of Representa- 
 tives in general court assembled, and by the authority of the same, 
 as follows : 
 
 Sec. i. [Authorised to Purchase Real Estate.] — The State Mutual 
 Life Assurance Company of Worcester, incorporated under chapter 
 177 of the acts of the year 1844, is authorized to purchase and hold 
 real estate to an amount not exceeding two hundred thousand dollars, 
 subject, however, to the provisions of chapter 25 of the acts of the 
 year 1866. 
 
 Sec. 2. This act shall take effect upon its passage. 
 
 House of Representatives, February 5, 1884. Passed to be enacted. 
 
 GEO. A. MARDEN, 
 Speaker. 
 
 In Senate, February 8, 1884. Passed to be enacted. 
 
 GEO. A. BRUCE, 
 
 President. 
 
 Approved March 1. 1884. 
 
 GEO. D. ROBINSON. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 In force July 1, 1896, being the code adopted January 2, 1884, as subsequently 
 amended. 
 
 1. Membership. — Each recorded policyholder shall be a member of the com- 
 pany while his policy is in force. 
 
 2. Each member shall enjoy the privileges secured to him by the charter and 
 these by-laws, and shall be liable for the losses and expenses of the company. 
 
 1. Organization. — There shall be a board of sixteen directors elected by bal- 
 lot at the present annual meeting and six directors shall constitute a quorum 
 for business. No person shall be a director unless he is insured in this com- 
 pany to the amount of $1000. 
 
 2. At one of their regular meetings, the directors shall divide themselves by 
 lot into four classes of four each. The term of the first class shall expire at 
 the end of one year; the term of the second class shall expire at the end of the 
 second year; the term of the third class at the end of the third year; and the 
 term of the fourth class at the end of the fourth year. At each succeeding 
 annual election four directors shall be elected to hold office for the term of 
 four years and to take the place of those directors whose term of office expires 
 then, unless the whole number of directors has been changed by a vote of the 
 policyholders; in which case, one-fourth of the whole number of directors pre- 
 scribed by such vote shall be elected annually until the whole number shall 
 conform to such vote; provided, however, there should be a failure to elect 
 directors at the annual election, those directors whose term of office was about 
 to expire shall hold over until there shall be an election of directors to succeed 
 them. 
 
 3. The officers shall be a president, a vice-president, a financial committee of 
 
STATE MUTUAL LIFE. 
 
 345 
 
 ■seven (including the president), a secretary, a treasurer, solicitor, two consult- 
 ing physicians and an actuary. 
 
 4. These officers shall be chosen by the directors from their own number. 
 The secretary may be chosen from the board or not, as the directors deem best. 
 
 1. Powers and Duties of Directors. — They shall choose, in addition to the 
 officers before mentioned, three auditors, who shall be members of the com- 
 pany, but not of the board of directors. 
 
 2. They shall hold regular meetings at the office of the company as often as 
 -once in each month on such days as they may choose. 
 
 3. They shall determine the compensation of all officers, shall prescribe the 
 forms of applications and of policies, shall establish the rates of cash pre- 
 miums, and shall provide for the safe keeping of the bonds of officers and agents 
 and shall require, when they deem it expedient, additional or better security. 
 
 4. They may appoint and remove for cause the secretary, treasurer and all 
 subordinate officers. 
 
 5. The board may be divided into committees who shall have authority to 
 transact all ordinary business that properly comes before them. 
 
 6. The board shall have the power to fill any vacancy that may occur during 
 any year by the death or resignation of a director. The choice shall be by 
 ballot and may be had at any regular meeting of the board after that at which 
 said vacancy is announced. 
 
 7. They may adopt, generally, such means for the management of the busi- 
 ness of the company, and make such regulations for their own government, 
 not inconsistent with these by-laws, as they deem expedient. 
 
 8. At each annual meeting of the company they shall make in detail a full 
 report of the affairs and business of the company. 
 
 1. The Financial Committee. — The president and six members of the board 
 of directors, duly elected, shall constitute the financial committee. 
 
 2. This committee shall invest the funds of the company, and may in its dis- 
 cretion collect or sell any securities on hand and reinvest the proceeds thereof. 
 
 3. Regular meetings of this committee shall be held as often as twice in each 
 month. 
 
 1. Policyholders. — If any person procuring a policy shall fail to pay the pre- 
 mium at the times appointed, or shall otherwise fail to comply with the terms 
 of the contract, such policy shall thereafter be void, and all payments made 
 shall be forfeited to the company, except as provided in the 186th Chapter of 
 the Acts of 1861, and in the 119th Chapter of the Public Statutes of Massachu- 
 setts, and in the Massachusetts insurance act of 1887, and in the Massachusetts 
 insurance act of 1894, and in Chapter 118 of the Revised Laws of Massachusetts 
 and all acts in amendment thereto. 
 
 1. Meetings of the Company. — The annual meeting shall be held on the third 
 Tuesday in January in each year, at 10 o’clock a. m. 
 
 2. All meetings shall be held at the office in Worcester. 
 
 1. Notification of Meetings. — Nothing shall be acted on at any meeting un- 
 less substantially contained in the notice. 
 
 2. The secretary shall notify the annual meetings by publishing in some news- 
 paper, in Worcester, an advertisement thereof, once or more, fourteen days at 
 least before the day of assembling. 
 
 3. Special meetings shall be called by the secretary when thereto requested by 
 the president, by a majority of the directors, or by one hundred insured mem- 
 
346 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 bers provided such request be in writing and set forth the cause of such call.. 
 Notice of such meeting shall be published in the same manner as for annual 
 meetings. 
 
 1. Voting. — All officers shall be chosen by ballot. 
 
 2. Each insured member shall be entitled to one vote and one vote for every 
 five thousand dollars insurance additional to five thousand dollars, provided 
 that no member shall be entitled to more than six votes. 
 
 3. Members may vo-te by proxies dated and executed within three months 
 and returned and recorded on the books of the company seven days or more 
 before the meeting at which they are to be used; but no person shall be allowed 
 as proxy or otherwise to cast more than twenty votes, and no officer shall him- 
 self, or by another ask for, receive, procure to be obtained, or use a proxy 
 vote. 
 
 Amendments and Alterations. — These by-laws may be amended, altered, or 
 repealed by two-thirds of the votes cast at any annual meeting of the com- 
 pany provided that proper notice thereof is given in the call for such meeting . 
 
TRAVELERS INSURANCE COMPANY. 
 
 347 
 
 THE TRAVELERS INSURANCE COMPANY. 
 
 At a General Assembly of the State of Connecticut, holden at Hart- 
 ford, in said State, on the first Wednesday of May, in the year of 
 our Lord one thousand eight hundred and sixty-three ; Incorpo- 
 rating the Travelers Insurance Company, upon the petition of 
 James G. Batterson and other citizens of Hartford, praying for a 
 charter of a passenger insurance company. Resolved by this 
 assembly : 
 
 Sec. i. [Names of Incorporators .] — That the petitioners, to wit: 
 James G. Batterson, John L. Bunce, Gustavus F. Davis, George Sex- 
 ton, William L. Collins, Elijah H. Owen, James L. Howard, Charles 
 F. Howard, Alfred E. Burr, Henry Keney, William H. D. Callender, 
 George S. Gilman, and all others who may become associated with 
 them as stockholders, as is hereinafter provided, their successors and 
 assigns forever, be and they hereby are created and made a body cor- 
 porate and politic, for the purpose of insuring persons against the ac- 
 cidental loss of life, or personal injury, sustained while traveling by 
 railway, steamboat, or other mode of conveyance, by the name of “The 
 Travelers Insurance Company,” and by that name shall be and hereby 
 are empowered to purchase, have, hold, possess, and enjoy, to them- 
 selves and their successors, lands, tenements, hereditaments, goods, 
 chattels and effects of every kind; and the same to grant, alien, sell, 
 invest and dispose of ; to sue and be sued, plead and be impleaded in all 
 courts of justice; to have and use a common seal, and the same to 
 change, alter, and renew at pleasure ; and to ordain and put into exe- 
 cution such by-laws and regulations as they may deem proper for the 
 well ordering and government of said corporation and the transaction 
 of its business ; provided, they be not repugnant to the laws of the 
 United States or of this State, or to the provisions of this act of in- 
 corporation. 
 
 Sec. 2. [Capital Stock .] — The capital stock of said corporation 
 shall not be less than one hundred thousand dollars, and may be at 
 any time hereafter increased by said company to any sum not exceed- 
 ing two hundred and fifty thousand dollars, and shall be divided into 
 shares of one hundred dollars each ; and there shall be paid into the 
 treasury of said corporation, by each subscriber to said capital stock, 
 
348 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 at the time of subscribing for the same, an instalment of ten dollars 
 on each share of stock by him subscribed for ; and a further instalment 
 of ten dollars on each share shall be paid within sixty days after the 
 organization of said company; and the remainder of said shares, so 
 subscribed for, shall, within sixty days after the organization of said 
 company, be secured to be paid, either by bonds and mortgage on 
 real estate, or by such indorsed promissory notes as shall be approved 
 of by the directors of said corporation and two-thirds of the corpora- 
 tors herein named; and shall be payable in such instalments, and at 
 such times, as the directors may determine; and such indorsers shall 
 have a lien on the stock for which such note or notes are given. 
 
 Sec. 3. [ Stock to be Transferable .] — The capital stock of such 
 corporation shall be transferable according to the rules and regula- 
 tions of the company; and if any subscriber of any share or shares of 
 said stock shall neglect or refuse to pay the instalments as aforesaid, 
 or to secure the payment of the residue of the stock by him subscribed 
 as aforesaid, for the space of sixty days after the same shall become due 
 or required, and after he or they have been notified thereof, the stock 
 of such negligent stockholder shall be sold by the directors at public 
 auction, giving at least twenty days’ notice thereof in some newspaper 
 published in Hartford; and the proceeds of said sale shall be first ap- 
 plied in payment of the instalments called for, and the expenses at- 
 tending the sale ; and the balance, if any, shall be refunded to the 
 owner of said stock ; and such sale shall in all respects entitle the pur- 
 chaser to all the rights of a stockholder to the extent of the shares 
 so bought. 
 
 Sec. 4. [Character of Business to be Transacted.] — The business 
 of said corporation shall be the insuring of persons against the ac- 
 cidental loss of life, or personal injury, sustained while traveling by 
 railway, steamer, or other modes of conveyance in the United States 
 and other countries ; and contracts of insurance may be made on such 
 terms and conditions, and for such periods of time, and confined to 
 such persons, as shall be from time to time ordered and provided for by 
 the by-laws of said corporation. 
 
 Sec. 5. [Directors to be Chosen.] — The office of said company shall 
 be located in Hartford ; and the stock, property and affairs of said cor- 
 poration shall be managed and conducted by not less than seven nor 
 more than seventeen directors (the number of said directors to be de- 
 termined by the by-laws of said company) , to be chosen by ballot from 
 among and by the stockholders ; which directors first chosen shall hold 
 their offices until the first Tuesday of May next ensuing their election, 
 and until others are chosen to supply their places ; and the annual meet- 
 
TRAVELERS INSURANCE COMPANY. 
 
 349 
 
 in g for the choice of directors shall (after the first election) be holden 
 at the city of Hartford, on the first Tuesday in May, or such other day 
 in the month of May as shall be determined by the by-laws of said cor- 
 poration. In the choice of directors as aforesaid, each stockholder, 
 present or represented by his attorney, shall be allowed one vote for 
 each and every share of stock by him then held, and none but stock- 
 holders shall be eligible to the office of directors. And the stockholders 
 may determine what number of directors may constitute a quorum for 
 business. 
 
 Sec. 6. [As to Election of Directors .] — If it shall so happen that 
 an election of directors of said corporation shall not take place at the 
 time of the annual meeting thereof in any year, said corporation shall 
 not be dissolved thereby, but an election may be had at any time within 
 one year thereafter ; the time to be fixed upon, and notice thereof given,, 
 by the directors last chosen. And public notice, by order of the direc- 
 tors, shall always be given at least ten days previous to any meeting of 
 the stockholders in a newspaper printed in Hartford, and in such other 
 way be deemed expedient. And the president shall have power to call 
 special meetings of the stockholders whenever thereto requested by a 
 majority of the directors. 
 
 Sec. 7. [To Receive Stock Subscriptions .] — To carry out the pro- 
 visions of this act, and to organize the said corporation, James G. 
 Batterson, George M. Bartholomew, Gustavus F. Davis and William 
 L. Collins are authorized and appointed to receive subscriptions to the 
 capital stock thereof and the first instalment thereon ; and as such are 
 hereby authorized to close the subscription books of said company 
 when the said capital stock shall be fully subscribed, or, in case that 
 said capital stock shall be over-subscribed, to distribute and apportion 
 the same among the subscribers as the said persons so appointed as 
 aforesaid to distribute may deem proper. And when the capital stock 
 shall have been subscribed for, and the first instalment has been paid 
 thereon, by a notice published in some newspaper printed in Hartford 
 three weeks before the time of meeting, the said subscribers may meet 
 together at the time and place named in said call, and adopt such 
 by-laws, rules and regulations as may be necessary and convenient for 
 commencing and carrying on business under this act. They may also, 
 at the same or some subsequent time, choose a board of directors in 
 the manner hereinbefore provided, who shall hold their offices, with 
 all the powers given to directors by this act, until others are chosen to 
 supply their places. And when the by-laws have been adopted, and 
 the directors have been chosen as aforesaid, and when the board of 
 directors shall have been organized by the choice of a president and 
 
- 35 ° 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 secretary, the said corporation may exercise all the powers and priv- 
 ileges conferred by this act. 
 
 Sec. 8. [Directors to Choose Officers.] — The directors may choose 
 a president, vice-president and secretary of their corporation, and 
 appoint such other officers, clerks and agents, and establish such 
 agencies in this State and elsewhere, as shall be by them deemed ad- 
 visable for conducting the business of the company ; fix their compensa- 
 tion, and take bonds for any and all of them for the faithful per- 
 formance of their duties; and make such covenants and agreements 
 as may be deemed necessary. The president and vice-president shall 
 be chosen from among the directors, and may hold their appointments 
 for one year and until others are chosen; but the other officers and 
 servants of said company may be displaced, and new ones appointed, 
 at the pleasure of the directors. In the absence or disability of the 
 president, the vice-president shall preside; and if both are absent or 
 disabled, the directors may choose a president pro tempore. And in 
 case any vacancy shall occur in the board of directors, the remaining 
 directors may choose a director or directors from among the stock- 
 holders to fill such vacancy, who shall hold the appointment until others 
 are chosen in their places. 
 
 Sec. 9. [Seal May or May Not be Used.] — All policies of insur- 
 ance, or other contracts authorized by this act, may be made with or 
 without the seal of said corporation, and shall be binding and obligatory 
 upon said corporation according to the true intent and meaning of such 
 policies and contracts. 
 
 Sec. 10. [How Investments May be Made.] — The capital stock, 
 moneys and personal estate of said corporation may be invested, at the 
 discretion of the directors, either in loans upon bonds and mortgages 
 upon real estate, or in United States stocks, bank stocks, or stocks or 
 bonds created by any State, or of corporations created by this State ; 
 and the same may be called in and reinvested at pleasure, under the 
 provisions of this act; and it shall be the duty of said corporation to 
 make annually a report to the general assembly, containing a full and 
 accurate statement of its condition and affairs. 
 
 Sec. 11. [Company May be Sued.] — Suits at law may be main- 
 tained by any stockholder, or person insured by said company, against 
 said corporation, for losses or injuries insured against by said company, 
 if payment shall be withheld more than thirty days after the same shall 
 be due and payable by the terms of the policy of insurance or other 
 contract, and after the said corporation shall have been notified of 
 such loss or injury. 
 
 Sec. 12. [Legislature May Amend.] — This act may be altered, 
 
TRAVELERS INSURANCE COMPANY. 
 
 35 1 
 
 .amended, or repealed at the pleasure of the general assembly; and 
 nothing contained therein shall be so construed as to authorize said 
 company to engage in the business of banking. 
 
 Approved June 17, 1863. 
 
 [Amendment of 1864.] 
 
 Enlargement of the Powers of the Company. 
 
 General Assembly, May session, A. D. 1864. Upon the petition of the 
 Travelers Insurance Company of Hartford, Resolved by this 
 Assembly : 
 
 Sec. 1. That the Travelers Insurance Company be and the same 
 are hereby authorized and empowered to insure persons against, and 
 to make all and every insurance connected with, accidental loss of life, 
 or personal injury sustained by accident, of every description, on such 
 terms and conditions, and for such periods of time, and confined to 
 such countries and to such persons as shall be from time to time 
 ordered and provided for by the by-laws of said corporation. 
 
 Sec. 2. That the capital stock of said corporation may be increased 
 to an amount not exceeding one million dollars in the whole, including 
 the stock already authorized and issued ; and that said company be, 
 and they hereby are, authorized by their directors or stockholders, to 
 cause said increase of their capital stock to be issued at such time or 
 times and in such manner as they may deem expedient. 
 
 Sec. 3. That the stockholders of said company at any annual meet- 
 ing may determine the number of directors which shall be elected for 
 the succeeding year, and the number so determined said company is 
 authorized to elect ; provided, that in no case shall less than seven 
 • directors be chosen. 
 
 Sec. 4. This resolution shall go into effect when the same shall be 
 approved at a meeting of the stockholders of said company called for 
 that purpose. 
 
 Sec. 5. All portions of the original act incorporating said com- 
 pany, inconsistent with this act, are hereby repealed. 
 
 Approved June 16, 1864. 
 
 [Amendment of 1865.] 
 
 Company may do Life Insurance Business. 
 
 •General Assembly, May session, A. D. 1865. Upon the petition of the 
 Travelers Insurance Company of Hartford. Resolved by this 
 x\ssembly : 
 
 Sec, 1. That the Travelers Insurance Company be and the same 
 
352 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 are hereby authorized and empowered to insure persons against loss- 
 of life or personal injury resulting from any cause. 
 
 Sec. 2. All portions of the original act incorporating said company, 
 inconsistent with this act, are hereby repealed. 
 
 Approved May 31, 1865. 
 
 [Amendment of 1866.] 
 
 Company May Issue Endowments and Grant Annuities. 
 
 General Assembly, May session, A. D. 1866. Upon the petition of the 
 Travelers Insurance Company of Hartford. Resolved by this 
 Assembly : 
 
 Sec. 1. That the annual meeting for the choice of directors of said 
 company shall, after the year 1866, be holden at the city of Hartford, 
 on the first Tuesday of July in each year, or such other day in the 
 month of July as may be determined by the by-laws of said corporation. 
 
 Sec. 2. That the Travelers Insurance Company be, and the same 
 is hereby, empowered to confer endowments, grant and purchase an- 
 nuities, upon such conditions, and for such periods of time, as may be 
 determined by said corporation. The policies of said company may 
 be issued for the benefit of and payable to married women ; and all 
 contracts of insurance thus beneficial to married women, whether made 
 with said married women or with other persons in their behalf, shall 
 be, if so expressed in the policy, the sole and separate estate of said 
 married women, and may be made payable at the maturity of said 
 policies, in case of previous death of said married women, to their chil- 
 dren; and the discharge of such policies by said married women, or 
 their assigns and their children (or their guardians, if minors), in case 
 of the death of said married women, shall be a valid discharge of said 
 contracts. 
 
 Sec. 3. Said company may issue policies, stipulated to be with or 
 without participation in profits ; and all dividends allotted to such par- 
 ticipating policies, which shall not be claimed and called for within 
 two years after the same shall have been declared, shall be forfeited to 
 said company. 
 
 SEC.4. It shall be competent for said company to reinsure any and 
 all risks taken under its charter, and upon such conditions as may be 
 prescribed by the directors. 
 
 Sec. 5. Said company may, from time to time, invest, collect, and 
 reinvest the whole or any portion of its capital and surplus funds in 
 any bonds or stocks of the United States, or of any of the States of 
 
TRAVELERS INSURANCE COMPANY. 
 
 353 
 
 the Union, or of any corporations which are or may be created under 
 authority of the United States, or of any said States. 
 
 Approved June 6, 1866. 
 
 Amendment of 1883. 
 
 Time of Holding Annual Meeting. 
 
 General Assembly, January session, A. D. 1883. Upon the petition of 
 the Travelers Insurance Company of Hartford. Resolved by this 
 Assembly : 
 
 Sec. 1. That the annual meeting of the Travelers Insurance Com- 
 pany shall, after the year 1883, be holden in the city of Hartford on 
 the second Wednesday of January in each year, or such other day in 
 the month of January as the by-laws of said company may determine. 
 
 Sec. 2. So much of the charter of said company or any amend- 
 ments thereto as requires the annual meeting to be held “on the first 
 Tuesday of July, or such other day in said month of July” is hereby 
 repealed. 
 
 Approved April 24, 1883. 
 
 Amendment of 1887. 
 
 Whereas, it is the duty of The Travelers Insurance Company of 
 Hartford, Conn., in obedience to the laws of this State, to reserve a 
 fund for the payment of its obligations, assuming its rate' of mortality 
 shown by the actuaries’ table and four per cent compound interest 
 upon investments, and as by its charter and the general laws of the 
 State it is authorized to make certain investments of its funds and 
 assets ; now, therefore. 
 
 Resolved by this Assembly : That it is the business of said company 
 to invest said funds as allowed by law and to hold all real estate wher- 
 ever situate which shall have been or shall hereafter be obtained in com- 
 pliance with the provisions of the charter ; and all such investments in 
 and acquisitions of real estate are declared to be necessary, suitable, 
 and proper for carrying forward the chartered purpose of said corpora- 
 tion. Said company shall have power to invest, in addition to the 
 powers of investment in real estate granted in its charter and amend- 
 ments, a sum not exceeding five per centum of its assets in productive 
 real estate outside of this State. 
 
 Approved April 13, 1887. 
 
 Amendment of 1893. 
 
 Resolved by this Assembly: That The Travelers Insurance Company 
 may insure persons and corporations against loss on account of liability 
 
354 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 to others for personal injuries, fatal or otherwise, or injury to property 
 connected with personal injuries, resulting from accidental causes. 
 Approved April 12, 1893. 
 
 Amendment of 1905. 
 
 Resolved by this Assembly: 
 
 Sec. 1. From and after the annual meeting of the stockholders of 
 The Travelers Insurance Company to be held in January, 1906, the 
 board of directors of the said company shall consist of not less than 
 nine nor more than fifteen members, as the stockholders may from 
 time to time determine, to be chosen as hereinafter provided. 
 
 Sec. 2. At the annual meeting of the company to be held in Jan- 
 uary, 1906, the stockholders shall elect not less than nine nor more 
 than fifteen directors, and the directors so elected shall divide them- 
 selves by lot into three classes, each class to consist of either three or 
 five members as the board may by vote determine. The first class shall 
 hold office for the term of one year; the second class shall hold office 
 for the term of two years ; the third class shall hold office for the term 
 of three years. At the annual meeting of the stockholders of the com- 
 pany to be held in January, 1907, and annually thereafter, not less 
 than three nor more than five directors shall be elected, each to hold 
 office for the term of three years. 
 
 Sec. 3. Whenever any vacancy shall occur in the board of directors 
 by death, resignation or otherwise, such vacancy may be filled by the 
 remaining members of the board for the remainder of the term for 
 which said director was elected. 
 
 Sec. 4. The charter of the said company is hereby amended to con- 
 form herewith and this amendment may be accepted at any meeting of 
 the stockholders of the company held not later than the date of the 
 annual meeting of the company in January, 1906. 
 
 Approved June 13, 1905. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Enacted January 8, 1902. 
 
 Article i. Sec. i. Stockholders and Stockholders’ Meetings. — The annual 
 meeting of the stockholders of the Travelers Insurance Company shall be held 
 in the city of Hartford on the second Wednesday of January in each year at 
 such hour and place as the directors may appoint, but if the directors, for suffi- 
 cient cause to them appearing, so advise, any annual meeting may be adjourned 
 and held upon any other day within two months thereafter. 
 
 Sec. 2. Special meetings of the stockholders may be called at any time by 
 the president, and shall be called by him whenever thereto requested in writing 
 by a majority of the directors. 
 
TRAVELERS INSURANCE COMPANY. 
 
 355 
 
 Sec. 3. Notice of every meeting of the stockholders and of the time and 
 place thereof shall be given by one of the executive officers of the company by 
 publication of such notice at least ten days before the time appointed for such 
 meeting in at least two daily newspapers published in Hartford. 
 
 Sec. 4. Every meeting of the stockholders shall be organized by the elec- 
 tion viva voce of a chairman and clerk. The chairman shall appoint two' tellers 
 to receive, count and report the ballots cast for directors, and he may also ap- 
 point a committee on qualifications and proxies to inquire and report to the 
 meeting what stockholders are present, duly qualified and properly represented. 
 If the right of any person to vote be questioned, the chairman of the meeting 
 shall upon receiving the report of the committe on qualifications and proxies 
 determine as to his said right, subject to an appeal from such decision to the 
 meeting. 
 
 Sec. 5. The stockholders may also at each annual meeting appoint for the 
 year in which the meeting is held, by ballot or otherwise, two auditors to ex- 
 amine and audit the company’s accounts and to certify the condition thereof, 
 as required from time to time, to the stockholders or to the directors. Any 
 vacancy in the office of auditor may be filled for the unexpired term by the 
 directors. 
 
 Sec. 6. At every annual meeting there shall be chosen by ballot from among 
 the stockholders a board of directors, who shall hold office until the next an- 
 nual meeting, and until their successors shall be chosen and qualified. Should 
 any vacancy occur in the board, it may be filled by appointment by the remain- 
 ing directors for the unexpired term. 
 
 Sec. 7. The notice of every annual meeting shall designate at what hour 
 the polls will be opened for receiving ballots for directors, and the polls shall 
 be closed at such hour as the meeting may direct. 
 
 Sec. 8. The qualified persons receiving the ballots of the largest number of 
 shares shall be elected directors, and so declared by the chairman of the meet- 
 ing, each share of stock being entitled to one vote for as many directors, not 
 less than seven, as the meeting may determine to elect. 
 
 Sec. 9. Stockholders may be present at such meetings in person, or may be 
 represented by proxy or attorney duly authorized, and not less than ten stock- 
 holders so present and representing at least five hundred shares of the capital 
 stock shall constitute a quorum for the transaction of business. 
 
 Sec. 10. Each stockholder shall be entitled to a certificate or certificates for 
 the number of shares of capital stock held by him, signed by the president and 
 secretary. Transfers of stock shall be made upon the proper books of the com- 
 pany in person or by duly authorized attorney, and the officers may direct that 
 the transfer books be closed and no transfers permitted to be made therein for 
 a period of not more than thirty days before any annual meeting, or for a like 
 period before the payment of any dividend. 
 
 Article 2. Sec i. Directors. — The directors shall have the general con- 
 trol and management of the business and affairs of the company, and exercise 
 the powers and perform the acts in the charter of the company, acts amenda- 
 tory thereof, and in these by-laws set forth. It shall be their duty also to re- 
 quire the officers to submit to every annual meeting a report showing the con- 
 dition of the company at the close of the next preceding fiscal year. 
 
 Sec. 2. The directors may meet at the company’s office in Hartford without 
 notice forthwith after the adjournment of every annual meeting of the stock- 
 
356 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 holders. Stated regular meetings of the directors shall be held thereafter at 
 the company s office in Hartford on such day and hour in every month as the 
 directors may from time to time by vote designate and appoint. 
 
 Sec. 3. Special meetings of the directors may be called by the president at 
 any time, or in his absence by the vice-president, or by any three directors. 
 
 Sec. 4. Written or printed notice by mail shall be given by the secretary of 
 each regular and special meeting to all directors at least four days before the 
 time appointed therefor. 
 
 Sec. 5. Not less than three directors shall constitute a quorum for the trans- 
 action of business at any meeting of the board, and at every meeting the pre- 
 siding officer for the time being shall have the right to vote, but at any special 
 meeting called by three directors not less than seven directors shall constitute 
 a quorum. 
 
 Sec. 6. The board of directors shall annually, at the first meeting of the 
 board held after their election or at some adjourned meeting thereof, choose 
 by ballot from their own number, by a majority vote of the directors present, 
 a president and a vice-president, to hold office for one year and until their 
 successors are chosen. They shall also choose a secretary, who need not be a 
 director, for the like term, and may at any time fill vacancies which may occur 
 in any of said offices for the unexpired term. 
 
 Sec. 7. By the same vote, but at any time and from time to time the direc- 
 tors may appoint two or more assistant secretaries, a treasurer, comptroller, 
 and such other officers, under appropriate titles, as the board may deem neces- 
 sary for the proper conduct of the company’s business. Officers so appointed 
 shall hold office during the pleasure of the directors. 
 
 Sec. 8. The board of directors may fix the compensation of all of said 
 officers and of all other officers, agents and employees of the company either 
 by action of the board or of a committee to be appointed by the board for that 
 purpose. 
 
 Sec. 9. The board of directors shall annually appoint a finance committee 
 to consist of five directors, and may from time to time appoint and prescribe 
 the duties and authority of such standing and other committee as to the board 
 may seem meet. Appointments to any committee may be revoked and an- 
 nulled and new appointments made by the board at any time in its discretion. 
 
 Sec. 10. The board of directors may also from time to time make and de- 
 clare such dividends to the stockholders out of the company’s earnings as may 
 be thought expedient. 
 
 Article 3. Sec. i. Finance Committee; Funds. — It shall be the duty of the 
 finance committee to direct the mode, manner and time of making and calling 
 in investments and the sale and transfer of investments and the reinvestment 
 of the proceeds thereof. To examine all funds and securities as often as they 
 may deem necessary or when required by the board. To report to each stated 
 meeting and as often as requested by the board the condition of the funds, 
 securities and investments of the company, and by special vote from time to 
 time and whenever necessary to authorize the sale and transfer of stocks, bonds 
 and other securities, both real and personal, in which the funds of the com- 
 pany are invested, and to authorize the execution of all instruments, contracts, 
 deeds and conveyances of the company requiring signature in the corporate 
 name. 
 
 Sec. 2. All moneys belonging to the company shall be deposited to the 
 
TRAVELERS INSURANCE COMPANY. 
 
 357 
 
 credit of the Travelers Insurance Company in such bank or banks as shall be 
 designated from time to time by resolution of the finance committee, and shall 
 be drawn only on checks or drafts signed by the president, vice-president, sec- 
 retary or comptroller. The board of directors may hereafter and from time to 
 time designate one or more persons who shall sign checks and drafts jointly 
 with one of the above-named officers. 
 
 Article 6. Repealer. — All by-laws of the company enacted prior to Janu- 
 ary 8, 1902, are hereby repealed. 
 
358 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 THE UNION CENTRAL LIFE INSURANCE COMPANY. 
 
 [Certificate of Incorporators .] — We, the undersigned, citizens of the 
 State of Ohio, desiring to become a body corporate under the laws of 
 the State of Ohio, have associated ourselves together to form a joint 
 stock insurance company, to insure the lives of persons, and we do 
 hereby certify : 
 
 That the name assumed by such company, is “The Union Central 
 Life Insurance Company;” that the object for which said company is 
 formed, is to insure the lives of persons in and out of the State of 
 Ohio ; that the capital stock of said company is five hundred thousand 
 dollars, and that the place where the principal office of said company is 
 located is the city of Cincinnati, Hamilton county, Ohio. 
 
 In testimony whereof, we have hereunto set our hands and seals this 
 thirtieth day of January, A. D. 1867. J. W. Davis, John P. P. Peck, 
 James Jackson, Israel Williams, Alex. F. Hume. 
 
 BY-LAWS. 
 
 Article i. Sec. i. Capital Stock. — The amount of the capital stock, by 
 the act of incorporation authorized at five hundred thousand dollars shall be 
 limited to one hundred thousand dollars until otherwise determined by the 
 vote of the holders of a majority of the stock. The capital stock shall be paid 
 in full. The stock shall be divided into shares of twenty dollars each, and shall 
 be transferable on the books of the company either in person or by attorney; 
 but no transfer of stock shall be binding until the old certificate be surrendered 
 and a new one issued, by order of the board, to the transferee, and recorded in 
 the stock-book of the company. 
 
 Article 2. Sec. i. Dividends to Stockholders. — A semi-annual dividend 
 of five per cent shall be made on the stock to be payable on the first day of 
 April and of October, annually. 
 
 Sec. 2. Dividends from Profits. — The only other dividends that may be 
 made to stockholders shall consist of the profits derived from policies issued 
 without profits to the policyholders. These dividends, when made, shall be 
 declared on the first day of April, annually. 
 
 Sec. 3. Dividends to Policyholders. — From the residue' of the profits arising 
 from the mutual business, after the provisions indicated in article 6. the board 
 shall, annually in the month of January, declare a dividend to the mutual policy- 
 holders, according to the kind and class of each policy; or place to the credit 
 of the policy its equitable proportion of the undivided surplus, which shall be 
 payable according to the terms and condition of the policy. 
 
 Sec. 4. How Dividends May be Applied. — Dividends falling due to mutual 
 
UNION CENTRAL LIFE. 
 
 359 
 
 policyholders may be applied by the assured either to the purchase of additions 
 to the policy; or toward the liquidation of any loan granted to the policyholder; 
 or, if there be no loan, toward the reduction of premiums during the next 
 succeeding year. 
 
 Sec. 5. When Dividends Accrue. — No policy not in force shall be entitled 
 to dividends, nor shall any policy be entitled to dividends until there shall have 
 been paid thereon two annual premiums, and the dividends shall become due 
 and payable upon the anniversary of the policy only when the annual premium 
 thereon, if any, shall be paid. 
 
 Article 3. Sec. i. Meetings of Stockholders. — The annual election of the 
 stockholders shall be held on the third Monday in January, at such hour as the 
 directors may fix. At this election the stockholders shall choose by ballot a 
 board of fifteen directors, who shall hold their office for one year, and until 
 their successors are duly elected and qualified. An affirmative vote of a major- 
 ity of the stock will be required for the election of a director. All vacancies 
 in the board shall be filled by the directors. 
 
 Sec. 2. Special Meetings of Stockholders. — The holders of one-fifth of the 
 capital stock may, at any time, call a special meeting of the stockholders, or 
 instruct the president to do so for them. A reasonable notice of such meeting 
 must be given. 
 
 Sec. 3. How Stockholders May Vote. — The vote on all questions in the 
 stockholders’ meetings shall be by shares; and each share of the stock shall be 
 counted as one vote. All stock must be voted by the owners of it in person, 
 or by a person authorized by a power of attorney to vote such stock; and an 
 affirmative vote of a majority of the stock will be required to transact any 
 business. 
 
 Article 4. Sec. i. Place of Business. — The principal business office of the 
 company shall be located in Cincinnati, Ohio. 
 
 Article 5. Sec. i. Policies of Insurance. — The company may issue policies 
 of insurance upon the life of any person from the age of one year to sixty-five 
 inclusive, but for no greater amount than twenty-five thousand dollars upon the 
 life of one person ; but the company may issue policies for an amount not ex- 
 ceeding $100,000 upon the life of one person, provided the excess over $25,000 be 
 reinsured in some other life insurance company or companies. 
 
 Sec. 2. Applications for Insurance. — No policy of insurance shall be issued 
 until there has been filed in the home office an application therefor, signed by 
 the person making the application, together with the certificate of a reputable 
 physician, that the person to be insured is in sound health; and no policy shall 
 be issued upon the life of any person of unsound health. 
 
 Article 6. Sec. i. Board of Directors. — All directors and all officers shall 
 be stockholders; and each director shall own in his own name, and have under 
 his own control, not less than five hundred dollars of the capital stock; pro- 
 vided, however, that the policyholders may have a representation in the board 
 whenever, in the judgment of the stockholders, the interests of the company 
 and of the policyholders demand it. 
 
 Sec. 2. Meetings of Directors. — The board of directors shall hold regular 
 monthly meetings for the transaction of business, on the last Saturday of each 
 month; and such other meetings as the president may call; and an affirmative 
 vote of a majority of the board will be necessary for the passage of any ques- 
 tion. 
 
360 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 3. Policies, Rates, Etc. — The board shall adopt such plans of insurance, 
 forms of policies, tariff of rates, and regulations upon the subject of insurance, 
 as it may deem proper. 
 
 Sec. 4. Disposition of Funds. — From the general funds of the company the 
 board shall make the following provisions: 
 
 First. To pay the necessary expenses of conducting the business of the com- 
 pany, and all approved claims resulting from death and matured endowments. 
 
 Second. To establish and perpetuate a reserve fund sufficient to cover all 
 outstanding risks, according to a four per cent reserve standard, and other 
 obligations. 
 
 Third. To establish and perpetuate a surplus fund in such a sum as may, in 
 the judgment of the board, be necessary for the security of the company. 
 
 Sec. 5. Dividends to be Made from Profits. — From the profits arising from 
 the business the board shall annually declare the dividends provided for in 
 article 2. 
 
 Article 7. Sec. i. Officers of the Company. — The officers of the com- 
 pany shall be a president, a vice-president, a secretary, a treasurer, a cashier, 
 and one or two medical directors, all of whom shall be elected by ballot by the 
 directors, at the first meeting of the board after the annual election, and shall 
 hold their respective offices for one year, and until their successors are duly 
 elected and qualified. There shall also be appointed, annually, by the board, 
 four directors, who, together with the president, secretary and the treasurer, 
 shall constitute the executive committee ; an assistant secretary, counsel, and such 
 other emplojrees as the interests of the companj’ may require ; and there may be 
 appointed a “manager of insurance.” 
 
 Sec. 2. Compensation of Officers. — The officers of the company shall be 
 allowed for their services a fair and reasonable compensation, which shall be 
 fixed by the board of directors. 
 
 Article 8. Sec. i. Bonds of Officers. — The president of the company and 
 the chairman of the executive committee and the treasurer shall each give a 
 bond or bonds in the penal sum of twenty thousand dollars, with three or 
 more sureties, to be approved by the board, for the faithful performance of 
 their respective trusts; and the amount of such bonds shall be increased from 
 time to time upon the demand of the board. 
 
 Sec. 2. Certain Officers to Give Bonds. — The vice-president, the secretary, 
 the cashier, the assistant secretary, and manager of insurance shall each give 
 a bond or bonds, in the penal sum of ten thousand dollars, with such sureties 
 as may be approved by the board, for the faithful performance of their respec- 
 tive trusts. 
 
 Sec. 3. Bonds to be Approved by Counsel. — These bonds shall be submitted 
 to the counsel of the company, whose approval shall be endorsed thereon in 
 writing. Each bond shall be so drawn as to remain in force until the end of 
 the tenure of office of the person to whom it relates, and until another bond or 
 bonds, be substituted and approved by the board and the counsel. After each 
 annual election of officers their bonds shall be submitted anew for the approval 
 of the board. 
 
 Sec. 4. Bonds to be Deposited. — The bonds of the officers shall be deposited 
 for safe keeping in the box rented by the company from the Safe Deposit Com- 
 pany, of Cincinnati. 
 
 Article 9. Sec. i. Duties of the President and Vice-President. — The 
 
UNION CENTRAL LIFE. 
 
 3 61 
 
 president shall have supervision of the finances and investments, and the gen- 
 eral oversight of the business of the company. He shall preside at all meetings 
 •of the board of directors, and shall have power to convene the board at any 
 time when he may deem it expedient; and he shall be required to do so at the 
 request of the executive committee, or of any three members of the board. 
 He shall have charge of the seal; and shall be ex-officio a member of the 
 executive committee, and shall attend to such other business as the board may 
 •direct. 
 
 Sec. 2. Duties of Vice-President. — The vice-president shall act in the place 
 and discharge all the duties of the president in his absence. 
 
 Article io. Sec. i. Duties of the Secretary. — The secretary, under the 
 direction of the executive committee, shall have supervision of the office, busi- 
 ness, and accounts of agencies and employees. He shall provide all necessary 
 books, and have charge of them and of the valuable papers and documents of 
 the company; and shall cause a full and accurate account of all the business of 
 the company to be kept. In the absence of the treasurer he shall act in his 
 place and discharge the duties of his office. 
 
 Sec. 2. Secretary to Make Monthly Reports. — He shall present to the board, 
 at the regular monthly meetings, a full report of all the business transacted dur- 
 ing the previous month, including the number of policies issued; the number 
 terminated; the net amount in force; the amount of income, and from what 
 sources; and the amount of disbursements, and for what purposes; and also a 
 ■complete trial balance, showing the full amount of the invested assets of the 
 company — which report shall be kept in a book provided for that purpose, and 
 open at all times to the inspection of any stockholder. 
 
 Sec. 3. Secretary to Keep the Minutes. — He shall keep full minutes of the 
 proceedings of the board and record them in a book kept for that purpose, and 
 shall furnish all committees with such accounts and papers as may be required. 
 
 Sec. 4. Secretary to Make Annual Report. — He shall issue to the stock- 
 holders and policyholders, annually, a report of the business transacted, and a 
 statement of the financial condition of the company, which shall be certified to 
 by the executive committee, or an auditing committee appointed by the board. 
 
 Sec. 5. Duties of Assistant Secretary. — The assistant secretary, in the ab- 
 sence of the secretary, shall act in his place, and discharge the duties of his 
 office. 
 
 Article ii. Sec. i. Duties of the Treasurer. — The treasurer, under direc- 
 tion of the executive committee, shall have supervision of the finances of the 
 company. He shall have charge of all moneys, checks, drafts and bills receiv- 
 able of the company; he shall deposit daily all moneys, checks, and drafts re- 
 ceived by him or the cashier in such bank as may be designated by the executive 
 committee ; he shall see that all claims are correct, in proper shape, and 
 promptly paid. He shall have charge of the mortgage loan department. In 
 the absence of the secretary, he shall act in his place and discharge the duties 
 of his office. 
 
 Article 12. Sec. i. Duties of the Cashier. — The cashier shall, under the 
 direction of the treasurer, receive all moneys, and shall not keep on hand, in 
 currency, over two hundred dollars. He shall pay all expenses of the com- 
 pany, have charge of the check book, and record on the respective stubs the 
 name to whom, as well as the object for which, the check is given. He shall 
 keep an accurate account of all cash transactions of the company, balancing 
 
362 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 the same daily, subject to the approval of the executive committee; and in the- 
 absence of the assistant secretary, shall act in his place, and discharge all the. 
 duties of his office. 
 
 Article 13. Sec. i. Duties of the Manager of Insurance. — The manager 
 of insurance, under the direction of the executive committee, shall have general 
 supervision of the insurance department of the company. He shall have charge 
 of its forms of policies, contracts, publications, agencies, issuing and purchasing 
 of policies, valuing of policies, and distribution of the surplus. 
 
 Article 14. Sec. i. Duties of the Medical Directors. — The medical 
 directors, under the direction of the board, shall have the supervision of the 
 medical department of the company. They shall employ all medical examiners, 
 and make all rules necessary for their government. They shall carefully ex- 
 amine and pass upon all applications for insurance; and no policy shall be issued 
 upon any life without the approval of one of the medical directors. 
 
 Article 15. Sec. i. Duties of the Executive Committee. — The executive 
 committee shall meet each week, and daily, if the business require it; and, 
 under the direction of the board, shall have the supervision of all the business 
 and expenditures of the company. It shall appoint all clerks, agents, and other 
 employees, and shall have power to remove them at any time. It shall exam- 
 ine the books at least every three months, and report their condition to the 
 board. It shall adjust all losses, invest the funds of the company, make all 
 loans, and do such other business as the board may direct. All loans, and every 
 transaction involving the expenditure of money, must have the approval of 
 the committee in writing. 
 
 Sec. 2. Quorum of Executive Committee. — All business of the committee 
 must be transacted in regular session. Four members shall constitute a quo- 
 rum, and an affirmative vote of a majority of those present shall be required for 
 the transaction of business. The committee shall elect a chairman and a clerk, 
 and shall keep a faithful record of its transactions, and report them to the 
 regular meetings of the board. 
 
 Article 16. Sec. i. Duties of the Counsel. — It shall be the duty of the 
 counsel to give such legal advice as may be solicited by the board, the com- 
 mittees, or the officers; to examine all titles, or abstracts of titles, and mort- 
 gages of property referred to them, and report thereon; and to transact the 
 legal business of the company under the direction of the officers and of the 
 executive committee. 
 
 Article 17. Sec. i. Investments. — All funds which the company may be 
 able to invest from time to time shall be invested in the securities authorized 
 by the law of Ohio enacted May 15, 1878, as follows: 
 
 First. In United States, State, county or city bonds, provided that the mar- 
 ket value of said bonds, at the date of purchase, shall be at least eighty per cent 
 of their par value. 
 
 Second. In bonds and mortgages upon unincumbered real estate the market 
 value thereof being at least double the amount loaned thereon, exclusive of 
 buildings, at the date of said investment. The value of such real estate shall be 
 determined by a valuation made under oath by two real estate owners, residents 
 of the county where the real estate may be located. 
 
 Third. Loans may be made upon the pledge of said bonds or mortgages, 
 provided that the current market value of said bonds or mortgages shall be 
 at least twenty-five per cent more than the amount loaned thereon. 
 
UNION CENTRAL LIFE. 
 
 3 ^ 3 . 
 
 Fourth. Loans may also be made upon a company’s own policies, but not 
 exceeding the reserve thereon, which is the present value, according to the 
 American mortality experience tables, with interest at four per cent. 
 
 But the company may accept any other assets than herein enumerated, in 
 payment of debts, in order to protect its interests; and may acquire real estate 
 for its own use, or by foreclosure, in accordance with the laws of the State. 
 
 Sec. 2. Securities to be Deposited. — The president and the chairman of the 
 executive committee shall purchase all bonds ordered by the committee, and 
 shall deposit them for safe keeping in a box rented for the purpose from the 
 Safe Deposit Company, of Cincinnati; which box shall be opened by the presi- 
 dent only in the presence of the chairman of the executive committee. 
 
 Sec. 3. Conditional Loans to Employees. — No loan shall be made to any 
 officer, director or employee of the company, until it has been approved by the 
 board of directors. 
 
 Article 18. Sec. i. Receipts and Payments. — No assignment or payment 
 of the principal of any mortgage note, payable to the company, shall be valid 
 except upon the joint endorsement or receipt of the president and the treas- 
 urer; and a stipulation to this effect shall be incorporated in the bond as a part 
 of the contract. If the money is paid at the home office, the receipts shall be 
 countersigned by the cashier. 
 
 Sec. 2. Receipts for Moneys. — Receipts for moneys paid at the home office 
 shall in all cases be signed by the secretary and countersigned by the cashier; 
 and the receipts at the agencies shall be signed by the secretary and counter- 
 signed by the agent. 
 
 Sec. 3. Signing Checks and Drafts. — All checks and drafts for the payment 
 of money shall be signed by the president and the treasurer, and made payable 
 to the order of the person to whom the same is due. No check or draft shall 
 be signed by any officer in blank. In the absence of the president and the 
 vice-president, the chairman of the executive committee shall sign all checks 
 or drafts in the place of the president. 
 
 Sec. 4. Relating to Interest Overdue. — No interest on any bond or mortgage 
 belonging to the company shall be allowed to remain due longer than thirty 
 days without a suit for foreclosure being directed by the president, unless the 
 executive committee authorize a longer delay. 
 
 Article 19. Sec. i. Amendments. — These by-laws may be amended at any 
 regular or called meeting of the stockholders, a majority of the entire stock 
 voting for the amendments. 
 
 Article 20. Sec. i. Duties of the Actuary. — The actuary, under the super- 
 vision of the manager of insurance, shall annually value all of the policies of 
 the company, calculate the distribution of surplus, and perform such other 
 actuarial duties as may be required of him by the company. 
 
 In addition to the officers mentioned in article 7, section 1, there shall be an 
 actuary, who shall be elected annually by the board of directors. 
 
364 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 UNION MUTUAL LIFE INSURANCE COMPANY. 
 
 As Amended March 7, 1889. 
 
 Be it enacted by the Senate and House of Representatives in legisla- 
 ture assembled, as follows: 
 
 The various acts which constitute the charter of the Union Mutual 
 Life Insurance Company are hereby consolidated and amended, so 
 that the following shall be the charter of said company : 
 
 Sec. 1. [Incorporation of the Company.] — Joseph H. Williams, 
 E. Brown Pratt and J. Walker Judd, their associates and successors, 
 and all others who may hereafter become members of this company, 
 as hereinafter provided, are hereby constituted a body corporate, by 
 the name of the “Union Mutual Life Insurance Company and by that 
 name may sue and be sued ; appear, and prosecute, and defend suits to 
 final judgment and execution in any courts and elsewhere; may have a 
 common seal, and alter the same at pleasure ; and may purchase, hold, 
 and convey in this State, or in any other State or country, all such prop- 
 erty, real and personal, as may be deemed necessary for the use or 
 accommodation of the business of the company, or for the investment 
 of its funds. 
 
 Sec. 2. [Board of Directors to he Chosen.] — As soon as applica- 
 tions for insurance shall be made to said corporators, or either of them, 
 to the amount of one hundred thousand dollars, in sums not exceeding 
 five thousand dollars upon any one life, they, or any two of them, may 
 call the first meeting of said company, by giving notice of the time and 
 place for holding the same, in one of the newspapers printed in 
 Augusta, fifteen days at least prior to the said meeting ; and it shall be 
 lawful for the said corporators and their associates then and there to 
 choose by ballot a board of twelve directors, who shall be members of 
 said company, and continue in office until others shall be chosen as 
 hereinafter provided. 
 
 Sec. 3. [Policyholders Deemed to he Members.] — Every person 
 whose life shall be insured in this company, according to the provisions 
 of this act, shall be deemed a member thereof during the period of such 
 insurance, and until the policy shall be paid, canceled, or surrendered, 
 according to the terms of this act and the by-laws of the company and 
 no longer ; and shall be entitled to one vote, and to an additional vote for 
 each thousand dollars of insurance above one thousand. And any mem- 
 ber may vote by proxy, if the same be given directly to the person pro- 
 
UNION MUTUAL LIFE. 365, 
 
 ducing it at any meeting; but no person or corporation shall have the 
 right to vote on any policy of reinsurance issued by this company. 
 
 Sec. 4. [Election of Directors .] — An annual meeting of the said 
 company shall be held on the second Wednesday in January, or within 
 one month after in each year at Augusta, or such other place as the 
 directors may deem more convenient to a majority of the members, at 
 which directors shall be chosen by ballot to fill the places of those whose 
 terms shall then expire; and public notice of said meetings shall be 
 given by the secretary in one or more newspapers printed in Augusta, 
 and in one or more newspapers printed in such other place as may at 
 any time be designated, as aforesaid, for holding the same, fifteen days 
 at least prior to the said meetings ; and in case of a failure to elect 
 directors at any meeting, the same may be adjourned from time to 
 time until such election shall be effected or completed. 
 
 Sec. 5. [Directors to Fix Premiums.] — The directors shall con- 
 tinue in office during the term for which, under the by-laws they are 
 chosen, and until a new election shall be made ; and they shall have 
 power to fill any vacancy in the board, which may happen by death or 
 otherwise, until the next annual election of directors ;* five of them 
 shall constitute a quorum for the transportation of business ; they shall 
 fix and determine the rate of premium on all policies of insurance that 
 the company shall issue, and the terms and manner of the payment 
 thereof ; and may adopt such by-laws and other rules and regulations 
 for discharging the various functions, and conducting and transacting 
 the business and affairs of the company, as they shall deem necessary 
 and useful ; and exercise all the corporate powers of said company not 
 inconsistent with the provisions of the 'charter or the other laws of 
 the State. 
 
 Sec. 6. [Directors to Choose Officers.] — The directors shall have 
 power to choose a president, vice-president, secretary and clerk, and 
 such other officers and agents as they may deem necessary for the prose- 
 cution of the business of the company, who may or may not be members 
 of the board of directors ; they shall prescribe the term of office, the 
 duties and compensation of said officers and agents, and take such 
 security from them as they may think proper for the faithful discharge 
 of their respective duties. 
 
 Sec. 7. [Directors to Make Investments.] — The directors shall at 
 all times superintend the affairs, and manage the funds, property, and 
 estate of the company ; and shall invest the funds of the company in the 
 name of the company ; or they may invest them in the name of trustees, 
 
 * Vacancies must then be filled for the remainder of the term of the class in which they 
 occur. R. S., Ch. 49, Sec. 3. 
 
366 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 whenever they deem it necessary to do so in order to preserve and pro- 
 tect the interests of the company, and to secure a perfect title to prop- 
 erty held as investments or as security for investments. But it shall 
 not be lawful for them to loan any sum of money to any director or 
 other officer of the company upon any security whatever. 
 
 Sec. 8. [May Issue Life and Accident Insurance.] — The company 
 may issue contracts of life and accident insurance, and grant annuities 
 and endowments, and all such contracts shall be signed by the presi- 
 dent or vice-president, and by the secretary thereof ; and the same shall 
 bind the said company, upon delivery and upon payment of the pre- 
 mium chargeable thereon, to the satisfaction of the directors, and in 
 accordance with their rules and regulations. And, upon the death of 
 any person upon whose life this company shall have a subsisting policy 
 of insurance, the sum insured shall become due and payable in ninety 
 days from the time the same shall be proved and established accord- 
 ing to the terms of such policy, unless the policy provides for a dif- 
 ferent time of payment. And the said company may cause itself to be 
 insured against the hazard of any risk assumed by them. 
 
 Sec. 9. [Policies for the Benefit of Women and Minors.] — The said 
 company may issue policies of insurance upon the life of any person 
 expressed to be for the benefit of any woman, minor or minors ; and 
 the same shall inure to the sole use and benefit of such person or per- 
 sons so expressed as aforesaid, independently of the one whose life 
 may be thus insured, as well as of his or her creditors, and of the credi- 
 tors of such woman, minor or minors. 
 
 Sec. 10. [Dividends to Policyholders.] — The fiscal year of the said 
 company shall close on the thirty-first day of December annually ; and 
 on the first Wednesday of January following, or within one month 
 thereafter, the directors shall cause an estimate to be made, as near as 
 may be practicable, of the true state of the affairs of the company at 
 the said close, and of their business for the last fiscal year, and a balance 
 to be struck of the accounts of the company; and thereupon compute 
 the reserve, as required by law, for insurance of the risks of all out- 
 standing policies, and shall then ascertain the net surplus of the total 
 assets over the aggregate of the losses, payments and expenses of the 
 said year, and the reserve, computed as aforesaid. They may, when- 
 ever they deem it for the interests of the policyholders, but not oftener 
 than once a year, apportion and distribute this surplus, or any part 
 thereof, to the policies which were in force, at the close of the said last 
 fiscal year, and then entitled to participate in such apportionment, in 
 the ratio in which the said policies severally contributed to the forming 
 of such surplus ; and record shall be made and preserved of such ap- 
 
UNION MUTUAL LIFE. 
 
 367 
 
 •portionments ; and the same shall be binding upon all parties interested 
 in any policy issued or risk taken by the said company, which, by the 
 terms of the policy or by the contract for the risk, is entitled to par- 
 ticipate in the said surplus. But the directors may make the payments 
 of such dividends conditional upon the payment of the premium next 
 becoming due. 
 
 Sec. 11. [May Issue Participating and Non-Participating Policies.] 
 — Nothing in this act shall be construed to prevent the company from 
 issuing policies with or without a participation in the profits of said 
 company, or for a limited term of years ; nor to prevent the issuing of 
 policies for a larger amount than five thousand dollars, when the ac- 
 cumulated premiums shall have reached the sum of one hundred thou- 
 sand dollars. 
 
 Sec. 1 2. [Amenable to the General Laws.] — Nothing herein con- 
 tained shall be construed to exempt said company from the operation 
 of the general laws of the State. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 1. The government of this company shall consist of a president and twelve 
 directors. The directors are hereby divided, in accordance with the power 
 given by the laws of the State of Maine, into three classes, of four each. At the 
 annual election in the year one thousand eight hundred and seventy-six, four 
 directors shall be elected for one year, four for two years, and four for three 
 years; and, at subsequent annual meetings, four shall be elected for three years, 
 and any vacancies filled in the other classes. 
 
 9. There shall be the following standing committees appointed by the board 
 on nomination of the president, or in such other manner as the board may 
 determine, to hold their office until the next annual meeting of the board for 
 organization: 
 
 A finance committee. 
 
 A committee on losses. 
 
 An auditing committee. 
 
 Each committee may make such regulations for its own government, not 
 inconsistent with the charter, by-laws, and rules of the company, as it may see 
 fit; and, with the aid of the secretary, shall keep a record of its proceedings, to 
 be submitted to the board at its next meeting. When any member of a com- 
 mittee is absent from a stated, or duly called special meeting of any committee, 
 the president, or, in his absence, the vice-president, or the members of the 
 committee present may appoint any director to act in his place for that meeting. 
 
 10. The finance committee shall consist of the president and vice-president, 
 who shall be members ex-officio, and four directors; they shall hold meetings 
 whenever the president shall deem it necessary, and shall superintend and 
 direct the investment of the funds of the company. They may authorize a 
 change of investments, a sale of securities, an assignment, discharge and release 
 of mortgages in whole or in part, and a foreclosure of the same in the manner 
 provided by the laws of the State and country in which the mortgaged prop- 
 
3 68 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 erty is situated; and may authorize the sale of any real estate held by the com- 
 pany or in trust for the company; and whenever the finance committee shall 
 authorize any of the foregoing, the president, and, in his absence, the vice- 
 president, or, by special vote of the finance committee, a member of said com- 
 mittee, is authorized to do all acts, and to execute in the name of the company 
 and deliver all the instruments necessary and proper for that purpose. 
 
 Whenever any loan, secured by collateral security, is paid, or a change is 
 made in the security, the president, and, in his absence, the vice-president, or, 
 by special vote of the finance committee, a member of said committee, is au- 
 thorized to reassign the security, and, in the name of the company, to do all 
 acts and execute and deliver all the instruments necessary and proper for that 
 purpose. 
 
 Whenever any loan, secured by a mortgage, is paid, the president, and, in his 
 absence, the vice-president, or, by special vote of the finance committee, a 
 member of said committee, may discharge such mortgage. 
 
 The committee shall examine quarterly the cash assets and securities, and 
 report thereon to the board. 
 
 11. The committee on losses shall consist of five directors and the president. 
 It shall be the duty of this committee to examine the papers and proofs of 
 losses, to fully investigate and decide upon all claims respecting the same, and 
 report at each stated meeting the amount of loss, if any; but no loss shall be 
 paid unless at least a majority of this committee shall concur, without directions 
 from the board. 
 
 12. The auditing committee shall consist of three directors, to whom shall 
 be referred, at least monthly, for examination and audit, the accounts and bills 
 of the cash payments and disbursements of the company and vouchers therefor. 
 
 14. The funds of the company shall be deposited in such bank or banks as 
 may be designated by the finance committee, and shall be drawn therefrom 
 only on checks or drafts signed by the president and countersigned by the sec- 
 retary, assistant secretary or actuary, but, in the absence of the president, the 
 vice-president or any member of the finance committee may sign checks or 
 drafts in the place of the president. 
 
 15. The president, vice-president, secretary, assistant secretary or actuary 
 has authority to endorse for collection any drafts, checks or other negotiable 
 instruments payable to the company, and to receipt for money due the com- 
 pany on payment thereof. 
 
 16. Until otherwise ordered by the directors, the board shall meet on the 
 last Tuesday of each month at three o’clock in the afternoon. Special meetings 
 may be called by the president, or by any four directors, notice whereof shall 
 be given to each director by the secretary through the mail or otherwise; and 
 his record that he has given such notice shall be evidence thereof. 
 
 18. The meeting of the directors for the election of officers shall be their 
 next meeting after the annual meeting of the corporation; and the officers of 
 the preceding year shall hold over until that time, and until their successors, 
 are chosen, provided that terms of office fixed under the provisions of the 
 charter or by-laws shall not be affected thereby. 
 
 19. These by-laws may be amended, altered or repealed at any regular meet- 
 ing of the directors, by a vote of a majority of the whole board, provided 
 notice of the proposed change shall have been given in the call for said meeting. 
 
 As adopted October 30, 1893, with amendments to August 1, 1902. 
 
UNITED STATES LIFE. 
 
 369 
 
 THE UNITED STATES LIFE INSURANCE COMPANY IN 
 THE CITY OF NEW YORK. 
 
 [ Declaration of Incorporators.] — We, the subscribers, having agreed 
 to organize ourselves, under the laws of the State of New York, as 
 a life insurance company, do hereby adopt the following charter : 
 
 Article i. [Name of Company.] — This company shall be called 
 “The United States Life Insurance Company in the City of New York,” 
 and its place of business shall be in the said city. 
 
 Article 2. [Business to be Transacted.] — The business of the com- 
 pany shall be to make insurance on lives of individuals, and every in- 
 surance appertaining thereto, or connected with life risks, and to grant, 
 purchase, or dispose of annuities. 
 
 Article 3. [Guarantee Capital.] — The insurance business of the 
 company shall be transacted upon the mutual principle, except where 
 by express agreement between the company and the assured, such 
 mutuality is waived; and there shall be a guarantee capital of at least 
 one hundred thousand dollars. 
 
 Article 4. Sec. i. [Corporate Powers Vested in Directors. — 
 All the corporate powers of the company shall be exercised by a board 
 of directors, and such officers and agents as they may appoint. 
 
 Sec. 2. [Number of Directors.] — The board of directors shall con- 
 sist of thirty persons, a majority of whom shall be citizens of the State 
 of New York, and each of whom shall be a proprietor of the guarantee 
 capital in his own right, or an insurer for life, paying a premium of at 
 least eighty dollars per annum, or entitled to an annuity of not less 
 than eighty dollars per annum. 
 
 Sec. 3. [Directors Divided Into Classes.] — The first board of di- 
 rectors shall consist of the first thirty subscribers hereto, who shall 
 possess the necessary qualifications as above declared. This board 
 shall divide itself by lot into three classes, of ten each. The term of 
 office of the first class shall expire at the end of one year ; that of the 
 second class at the end of two years, and that of the third class at 
 the end of three years ; and hereafter, ten directors shall be an- 
 nually chosen, who shall hold their office for three years, or until their 
 successors are elected. Directors shall be re-eligible ; and vacancies 
 occurring in the intervals of elections shall be filled by the board. 
 
37 ° 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 4. [Annual Election of Directors.] — The election for di- 
 rectors shall be held annually, during the month of March, at the office 
 of the company; and the board shall give at least ten days’ notice 
 thereof, in two daily newspapers published in said city. In case of a 
 failure to elect on that day, the directors whose regular terms do not 
 expire, shall proceed to elect ten directors (or such number as may 
 have failed of election) who shall with them constitute the board. 
 
 Sec. 5. [Inspectors of Election.] — Every election for directors 
 shall be by ballot, and a plurality of votes shall elect. Three inspectors 
 for the next succeeding election shall be elected at the same time and 
 in the same manner. 
 
 Sec. 6. [Shareholders may Vote by Proxy.] — Every shareholder 
 shall be entitled to one vote for directors for every share of capital 
 stock standing in his name on the books of the company ; and it shall be 
 lawful for any member of the company possessing the right to vote, 
 to do so by proxy, duly authorized in writing, but no member shall 
 be entitled to vote who is in default or arrears to the company. 
 
 Article 5. Sec. i. [Quorum of Directors.] — Seven directors 
 shall constitute a quorum for the transaction of business, but a lesser 
 number may meet and adjourn from time to time, until a quorum shall 
 attend. 
 
 Sec. 2. [Election of President.] — The board of directors shall, im- 
 mediately on the organization of the company, and annually there- 
 after, elect one of their own number, being a citizen of this State, 
 president of the company, and fix the salary to be paid him. 
 
 Sec. 3. [Other Officers to be Appointed.] — The board may also, 
 from time to time, appoint a vice-president, secretary, and such other 
 officers and agents as they may deem requisite, and the same remove at 
 pleasure, and fix their compensation. 
 
 Sec. 4. [Directors May Enact By-Laws.] — The board shall have 
 power to enact by-laws, rules and regulations for the government of 
 the officers and agents of the company, and the conduct of its affairs, 
 not inconsistent with the Constitution and laws of this State ; and 
 such by-laws, rules and regulations, to alter and repeal at pleasure. 
 
 Sec. 5. [Board to Fix Premiums.] — The board may regulate the 
 rate and amount of premiums, and the mode and manner of the pay- 
 ment of the same. 
 
 Sec. 6. [Other Powers of Directors.] — The board shall possess all 
 the other powers usually vested in boards of directors, and not incon- 
 sistent with this charter or the constitution and laws of this State. 
 
 Article 6. Sec. i. [Stock Shares Transferable.] — The guar- 
 antee capital shall be divided into shares of fifty dollars each, which 
 
UNITED STATES LIFE. 
 
 371 
 
 shall be personal property transferable on the books of the company, 
 according to law and the by-laws of the company. 
 
 Sec. 2. [Books of Subscription to be Opened.] — James Suydam, 
 John J. Cisco, and Wilson G. Hunt, shall be commissioners to open 
 books of subscription to the guarantee capital, who shall give at least 
 three days’ notice in two daily newspapers in the city of New York, of 
 the time and place at which said books shall be opened, and .shall keep 
 said books open until the full amount of one hundred thousand dollars 
 is subscribed. 
 
 Sec. 3. [Increase of Capital Authorized.] — If consistent with the 
 then existing laws of this State, the directors may, at any time, increase 
 the guarantee capital by subscriptions, until the same shall amount to 
 one million of dollars ; but before opening books for that purpose, they 
 shall give notice of their intention so to do, by three months’ notice in 
 two daily newspapers published in the city of New York, or with such 
 other formalities as the law may require ; and proprietors of the then 
 existing guarantee capital shall have the preference in subscriptions 
 for the increased capital. 
 
 Sec. 4. [Interest Allowed on Capital.] — The. proprietors of the 
 guarantee capital may be allowed semi-annually, interest thereon, not 
 exceeding seven per cent per annum. 
 
 Sec. 5. [Dividends to Policyholders.] — Twenty per cent of the net 
 profits of the company, after paying said interest, shall be apportioned 
 pro rata, among the proprietors of the guarantee capital, and the re- 
 maining eighty per cent thereof shall be apportioned pro rata, among 
 the assured insuring on the mutual principle, who shall have paid an 
 annual premium three years in succession. 
 
 Sec. 6. [Dividends to be Made Triennially.] — The said company, 
 at the expiration of three years from the time that the first policy shall 
 have been issued and bear date, and within thirty days thereafter and 
 during the first thirty days of every subsequent period of three years, 
 shall cause a balance to be struck of the affairs of the company, in 
 which they shall charge each holder of a policy with a proportionate 
 share of eighty per cent of the losses and expenses of said company, 
 according to the amount of premium paid on such policies ; but in no 
 case to exceed the amount of the profits thereon, to his credit, and shall 
 charge each proprietor of the guarantee capital with his proportion of 
 twenty per cent of the said losses and expenses. Each holder of a 
 policy shall be credited with its proportionate share of eighty per cent of 
 the net profits of the company as aforesaid, and in case of the death 
 of an insured party, the amount insured and the profits standing to 
 his credit, at the last preceding striking of the balance shall, within 
 
372 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 three months, be paid over to his legal representatives or assigns, and the 
 proportion of profits which shall be found to belong to said policy- 
 holder, at the next subsequent striking of said balance, shall be paid 
 over to the legal representatives or assigns of such deceased, within 
 three months after the said last mentioned balance shall be struck; it 
 being understood, however, that no fraction of a year shall be estimated 
 : n determining a right to profits. Each holder of the guarantee capital 
 shall be entitled to draw whatever may appear to his credit over and 
 above his capital upon striking such a balance, his capital being left 
 open for accumulation for each interval. 
 
 Sec. 7. [Forfeiture of Policies.] — Any person insuring in the com- 
 pany who shall omit to pay any premium, or any periodical payment 
 due from him to the company, shall thereby forfeit to the company all 
 claims under his policy, and all previous payments made by him. 
 
 Article 7. [The Fiscal Year.] — The company’s fiscal year shall com- 
 mence on the first day of January and terminate on the thirty-first day of 
 December in each year. Josiah Rich, John J. Cisco, George Folsom, 
 Chas. E. Bill, James Suydam, Edward S. Clark, James Marsh, Jeremiah 
 Clark, Thomas C. Doremus, P. C. VanSchaick, J. F. Butterworth, 
 Isaac N. Phelps, Isaac A. Storm, Francis T. Luqueer, James S. Pol- 
 hemus, Edward S. Gould, Luther Bradish, B. R. Winthrop, Chas. M. 
 Connolly, John J. Phelps, B. F. Wheelwright, Wm. T. Whittemore, 
 Wilson G. Hunt, Richard F. Carman, Frederick Sheldon, Gerard 
 Stuyvesant, D. H. Arnold, Clinton Gilbert, John A. Luqueer, S. B. 
 Althause, S. W. Anderson, Georgfe H. Swords. 
 
 [Amendment of 1870.] 
 
 An act to amend the charter of the United States Life Insurance Com- 
 pany, passed May 6, 1870. The people of the State of New York, 
 represented in Senate and Assembly, do enact as follows : 
 
 Sec. 1. [Dividends Payable at Discretion of Directors.] — The 
 United States Life Insurance Company may, anything in any law, 
 charter or article of association contained to the contrary notwithstand- 
 ing, make distribution of such surplus as they have accumulated or 
 may accumulate annually, or once in two. three, four or five years, as 
 the direc ors thereof may from time to time determine. 
 
 Sec. 2. [Manner of Distributing Surplus.] — Such portion of sur- 
 plus funds as the policyholders may be entitled to, may be distributed 
 among the policyholders of such company, in proportion to the sums of 
 money which each member has contributed to the total of the surplus 
 funds to be distributed among all the policyholders, and including in 
 
UNITED STATES LIFE. 
 
 373 
 
 such distribution a just and equitable allowance for interest; and any 
 such dividends of surplus may, at the option of the company, be credited 
 to the holder of the policy, to accumulate for his benefit, or may be 
 paid in cash to the policyholder, or be applied to the purchase of addi- 
 tional insurance, or in reduction of or toward the payment of pre- 
 miums ; and it shall be lawful for said company at any time, by agree- 
 ment with the policyholder, to take a surrender and cancel any divi- 
 dend which may be or now is standing to the credit of any policyholder, 
 or any additional insurance that may have been purchased with any 
 such dividend. Policies which have become payable before the time 
 when such distribution is made, and after the date of the last previous 
 distribution of surplus, may share in the same equitably and propor- 
 tionately. 
 
 Sec. 3. [Married Woman’s Policy.] — Any policy in said com- 
 pany in favor of a married woman, or of her and her children, or 
 assigned in her, or her and their favor, on the written request of said 
 married woman, duly acknowledged before a commissioner of deeds, 
 or other officer authorized to take acknowledgement of deeds, in the 
 same manner as is required by law to pass her dower right in lands of 
 her husband and on the written request of the policyholder, may be 
 surrendered to and purchased by the said company, in the same manner, 
 as any other policy. 
 
 Sec. 4. This act shall take effect immediately. 
 
 [Amendment of 1872.] 
 
 An act to amend the charter of the United States Life Insurance Com- 
 pany in the city of New York, passed May 10, 1872. The people 
 of the State of New York represented in Senate and Assembly, 
 do enact as follows : 
 
 Sec. 1. [Scrip Dividend Certificates.] — The sixth section in Article 
 6 of the charter of the United States Life Insurance Company in the 
 city of New York is hereby amended so as to read as follows : “Sec. 6. 
 The said company shall, within thirty days after the fourth day of 
 March, 1873, and in every subsequent year, cause a balance to be struck 
 of the affaiis of the company, showing the gross prefits of said com- 
 pany, if any, for the year ending on the thirty-first day of December 
 preceding ; and, after deducting therefrom all proper coots, charges, 
 expenses and interests on the guarantee capital and the scrip certifi- 
 cates hereinafter provided for, and reserving thereout such sums as 
 may be necessary and proper to be applied to the reserve and surplus 
 fund of said company, shall apportion the residue of the net profits as 
 
374 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 is provided for by the fifth section of said Article 6 of the said charter 
 as hereby amended. The distribution of the sum so apportioned to 
 the policyholders of said company shall be made in accordance with 
 the provisions of Sec. 2 of the act of the legislature, entitled ‘An act 
 to amend the charter of the United States Life Insurance Company, 
 Passed May 6, 1870/ it being understood, however, that no portion of 
 a year shall be estimated in determining a right to profits, and each 
 holder of the guarantee capital shall be credited on the books of the 
 company, with his portion of the net profits, so declared as aforesaid, 
 for which he shall be entitled to receive a scrip certificate, assignable 
 only on the books of the company on surrender of the certificate, bear- 
 ing an annual interest of seven per cent, to be paid semi-annually, on 
 the same days on which interest on the guarantee capital shall be 
 payable and so on, until the aggregate of the guarantee capital and 
 of such scrip certificates shall amount to the sum of one million dollars, 
 when said scrip shall be surrendered, and certificates of guarantee 
 capital shall be issued in lieu thereof, whereupon the guarantee capital 
 shall consist of said amount of one million dollars, and shall be entitled 
 to interest as now provided for in the fourth section of said Article 
 6 of said charter, but shall not be entitled to any pro rata share in the 
 net profits of said company, except a sum equal to three per cent per 
 annum on the said capital ; and all of said net profits ascertained as 
 above directed, except said last-mentioned sum of three per cent per 
 annum shall be apportioned among the policyholders in said company, 
 in the same manner as is provided in the second section of the said act 
 of May 6, 1870/ 
 
 Sec. 2. [Amendment to Sec. 5.] — Sec. 5 of said Article 6 of the 
 said charter is hereby amended by striking thereout the words “who 
 shall have paid an annual premium three years in succession.” 
 
 Sec. 3. [Repeal of Inconsistent Provisions .] — All parts of said 
 charter inconsistent with the provisions of this act shall, from the date 
 of the passage of this act, cease to be operative and of any force. 
 
 Sec. 4. This act shall take effect immediately. 
 
 [Amendment of 1882.] 
 
 An act to amend the charter of the United States Life Insurance Com- 
 pany in the city of New York, passed March 31, 1882, three-fifths 
 being present. The people of the State of New York, represented 
 in Senate and Assembly, do enact as follows : 
 
 Sec. 1. [Cancellation of Scrip Certificates .] — Whenever the ag- 
 gregate of the guarantee capital and scrip certificates of the United 
 
UNITED STATES LIFE. 
 
 375 
 
 States Life Insurance Company in the city of New York shall amount 
 to the sum of four hundred and forty thousand dollars, the further issue 
 of scrip shall cease, and the board of directors of said company shall 
 call in all scrip certificates for the purposes hereinafter stated. Written 
 or printed notice of such call shall be served upon each holder of said 
 scrip by mailing the same addressed to the holder thereof, at his last 
 known place of business or residence and prepaying the postage thereon. 
 Proof by affidavit of such service, by mailing and prepaying of postage, 
 shall be sufficient evidence thereof in any court or proceeding. In- 
 terest on said scrip certificates shall cease three months after service of 
 such notice, or upon previous surrender of the scrip. Said scrip cer- 
 tificates may be surrendered by the respective holders thereof at the 
 company’s principal office in the city of New York, and upon such 
 surrender the said certificates shall be canceled and certificates of 
 guarantee capital shall be issued in lieu thereof, and it shall be allowable 
 to issue certificates for fractional shares of guarantee capital in ex- 
 change for scrip certificates for like amounts ; whereupon the guarantee 
 capital shall consist of said amount of four hundred and forty thousand 
 dollars, and the holders of said guarantee capital may be allowed in- 
 terest as now provided for in the fourth section of Article 6 of the 
 charter of said company, but shall not be entitled to, nor receive any 
 other or additional rate of interest, nor to any pro rata or other share 
 in the net profits, surplus or dividends of said company ; but thereafter 
 the entire net profits and divisible surplus shall be ascertained by the 
 board of directors in accordance with the contracts between the said 
 company and its policyholders respectively; and annually, or once in 
 two or more years thereafter, the sums which may be set apart by the 
 said board from such net profits or divisible surplus for such purposes 
 shall, in the manner provided in said charter, as hereby amended, be 
 apportioned among the policyholders entitled to participate therein ac- 
 cording to their respective classes and the terms of their respective 
 contracts. 
 
 Sec. 2 . [Repeal of Inconsistent Sections .] — All parts, terms and 
 provisions of said charter not in accord with the provisions of this act, 
 hereby cease to such extent to be operative or be in force, and said 
 charter is hereby amended according to the provisions of this act. 
 
 Sec. 3. This act shall take effect immediately. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 1. The annual election of directors and three inspectors for the next suc- 
 ceeding election shall be held at the office of the company on the first Monday 
 
376 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 in March of each year, and the election for president and standing committees 
 for the ensuing year shall be held at the stated meeting next following. All 
 elections for president and standing committees shall be by ballot. Any vacan- 
 cies of the officers or committees shall or may be filled by the board at their 
 next meeting after the announcement of the same, or at any meeting there- 
 after. 
 
 2. The board of directors shall or may at any stated meeting previous to the 
 annual election, appoint three as inspectors to preside at said election, as sub- 
 stitutes, in case one or more of the inspectors elected shall decline or fail to 
 attend. If said stated meeting shall fail to take place, the president shall call a 
 special meeting for the purpose aforesaid. Said special meeting shall be held 
 at least ten days previous to the holding of said election. 
 
 3. The officers of the company, besides the president, shall be a vice-president, 
 second vice-president and third vice-president, a secretary, assistant secretary, 
 and actuary, a cashier and a medical examiner, all of whom shall be appointed 
 by the board, which shall or may from time to time fix their compensation, and 
 whose duties shall be such as prescribed by these by-laws, or by resolution of the 
 board at any time, and from time to time ; such officers shall hold office during the 
 pleasure of the board. The directors may appoint such law officers, clerks and 
 agents as they may deem necessary. 
 
 4. The stated meetings of the board of directors shall be held on the second 
 Tuesday of March, June, September and January, at the office of the company, 
 at 1 o’clock in the afternoon of such days, or at such hour as the board may 
 appoint and fix by resolutions previously passed. 
 
 6. The president may call a special meeting of the directors, in his discre- 
 tion; he shall also call a special meeting whenever five of the directors shall 
 request him in writing to do so. All special and stated meetings shall be 
 called by a written or printed notice to each director, but no business shall be 
 taken up or sanctioned at a special meeting except that referred to in said 
 notice, unless with the consent of a majority of the whole board, expressed by 
 their votes at such meeting. 
 
 7. Seven directors shall constitute a quorum for the transaction of business. 
 
 8. Vacancies in the board of directors shall be filled at any regular meeting 
 after such vacancy is announced to the board and a nomination has been made. 
 Notice of such intended election shall be inserted in the call issued to the 
 directors for the meeting. 
 
 9. There shall be the following standing committees, all of which, with the 
 
 aid of the secretary of the company, when requested, shall keep a record of 
 their proceedings, to be submitted at each regular meeting of the board, and 
 a majority of each shall constitute a quorum: First, a finance committee; sec- 
 
 ond, a committee on claims; third, an auditing committee. 
 
 Each committee shall make such regulations and adopt such by-laws, not 
 inconsistent with the charter or by-laws of this company in regard to their own 
 government, as they may elect. 
 
 10. The finance committee shall consist of four directors besides the presi- 
 dent, any three of whom shall constitute a quorum for the transaction of busi- 
 ness. They shall hold regular meetings at least once every week; shall super- 
 intend and direct all the extra payments not duly authorized by the board or 
 its committees, and the investment of the funds of the company: and examine 
 quarterly the assets and securities of the company, and report to the board. 
 
UNITED STATES LIFE. 
 
 377 
 
 11. The committee on claims shall consist of three directors and the presi- 
 dent. It shall be the duty of this committee to examine the papers or proofs 
 of losses; to fully investigate all claims respecting the same and report at each 
 stated meeting the amount of loss, if any, and all claims pending, if any; but 
 no loss shall be paid unless at least a majority of this committee shall concur, 
 without directions from the board. 
 
 12. The auditing committee shall consist of three directors, to whom shall 
 be referred for examination the several monthly reports of all receipts and 
 payments on account of this company. They shall audit all accounts and bills, 
 and the current expenses of the company. 
 
 13. It shall be the duty of all standing committees to convene at the call of 
 the president, and regular minutes of all their proceedings shall be kept by the 
 secretary and engrossed in a book kept for that purpose, and a summary of 
 such proceedings shall be read at the next meeting of the board of directors. 
 Reports of all committees shall be in writing and signed by such members 
 thereof as concur in such report. In case at the time at Which any standing 
 committee may be called to meet there be no quorum, the president may call 
 in one or more directors sufficient to fill up or make the required quorum of 
 the committee (a quorum of all committees to consist of a majority of the 
 whole number thereof) and such directors shall for that particular occasion 
 constitute the particular committee. 
 
 14. The president, or in his absence the vice-president or second vice-president, 
 in their order, or in their absence, a director elected by the majority of a quorum 
 present, shall preside at every meeting of the board of directors. 
 
 21. The president shall have power to make contracts for insurances on life 
 and for annuities, in conformity with the rules and regulations of the board for 
 the time being. All policies shall be signed by the president, and attested by the 
 secretary, assistant secretary or actuary. And all receipts of premium or other 
 payment to this company, to be valid, must be signed by the president, secretary, 
 assistant secretary or actuary. Permits or other variation of the express terms 
 of any policy must be in writing, signed by both the president and secretary, or 
 president and actuary. 
 
 22. Whenever policies are to be purchased by the officers, on surrender, the 
 actuary or his assistant shall first ascertain their value by the standards fixed 
 by the company and attach the said value to the policy duly certified, which 
 sum shall, in all ordinary cases, govern the officers in said purchase. When- 
 ever, from extraordinary causes, any departure is made from the usage of 
 the company, the president shall report the same, and his action thereon, to the 
 finance committee, and its action thereon shall be duly reported on its minutes. 
 
 23. No policy shall be issued on any single life for a greater amount than 
 twenty-five thousand dollars, except by approval of the finance committee. 
 
 25. All moneys belonging to the company shall be deposited in such banks 
 or trust companies as shall be designated by resolution of the board of di- 
 rectors, to the credit of the company, and drawn only on the joint checks or 
 drafts of the president, vice-president or second vice-president, and countersigned 
 by the secretary, or assistant secretary, and payable to the order of the person 
 entitled to receive the money. All investments of stock shall be made in the name 
 of “The United States Life Insurance Company in the city of New York.” 
 
 26. Separate books of transfer shall be kept in which every transfer of shares 
 of guarantee capital shall be entered by the person entitled to make such trans- 
 
378 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 ter, or his special attorney : but in every transfer the certificate formerly issued 
 shall be delivered up, and canceled by the person making the transfer, before 
 a new certificate or certificates shall be issued. All such certificates shall be 
 signed by the president and secretary; no certificate shall be signed by either 
 of said officers, in blank, at any time. 
 
 27. If any person claim a certificate of share of the guarantee capital of this 
 company, to be issued in lieu of one lost or destroyed, he shall make an affi- 
 davit of the fact and state the circumstances of the loss or destruction; and 
 he shall advertise in one or more of the public newspapers of the city of New 
 York, to be designated by the president, for the space of six weeks, an account 
 of the loss or destruction, describing the certificate, and calling upon all per- 
 sons to show cause why a new certificate should not issue in lieu of that lost; 
 and he shall transmit to the company his affidavit and the advertisement before 
 mentioned, and give to the company a satisfactory bond of indemnity, with 
 one or more sureties if required, in double the amount of the certificate so 
 lost against any damage that may arise from issuing a new certificate; where- 
 upon the president shall, six months after the notice by advertisement, as afore- 
 said, issue a new certificate, of the same number and tenor with that said to be 
 lost or destroyed, and specifying that it is in lieu thereof. 
 
 28. No paper, circular, notice, prospectus or the like shall be published for 
 public use and general circulation, nor permitted to be so published, in the name 
 of the company, by any officer or agent thereof, unless the same be first apr- 
 proved by the president. Copies of the same shall, whenever practicable, be 
 placed on file at the office of the company in the city of New York. 
 
 29. No amendment to these by-laws shall be made unless notice stating the 
 proposed amendment shall have been given at least one month previous to 
 the meeting at which the action of the board shall be held thereon, nor shall 
 any alteration be made after such notice, unless in the notices for such meeting 
 it shall be stated that an amendment is proposed to be made to the by-laws, 
 nor unless a majority of the whole board shall be present. 
 
WASHINGTON LIFE. 
 
 379 
 
 THE WASHINGTON LIFE INSURANCE COMPANY. 
 
 Incorporated January, i860, under an act of the Legislature of the 
 State of New York, entitled, “An act to provide for the incorpora- 
 tion of life and health insurance companies,” passed June 24, 1853, 
 and the act of said legislature amendatory thereof, passed July 18, 
 
 1853. 
 
 Article i. Sec. i. [ Name of the Company.] — The name of the 
 company shall be “The Washington Life Insurance Company.” 
 
 Article 2. Sec. i. [Location of the Company.] — The company 
 shall be located, and its principal place of business shall be, in the city 
 of New York. 
 
 Article 3. Sec. i. [Kind of business to be Undertaken.] — The 
 kind of business to be undertaken by the company shall be “to make in- 
 surance upon the lives of individuals, and every insurance appertaining 
 thereto or connected therewith, and to grant, purchase, or dispose of 
 annuities.” 
 
 Sec. 2. [Policyholders Have an Interest in the Profits.] — (Amended 
 1863, to read as follows) : The insurance business of the company 
 
 shall be conducted upon the principle of giving to policyholders an in- 
 terest in the profits of the company, as hereinafter provided, unless 
 otherwise expressly agreed between the company and the assured. 
 
 Sec. 3. [Company may Purchase its Policies.] — The company may 
 purchase, for its own benefit, any policy of insurance or other obliga- 
 tion of the company growing out of its business, and also any claims of 
 policyholders for profits. 
 
 Article 4. Sec. i. [Directors to Exercise Corporate Powers.] — 
 The corporate powers of the company shall be vested in a board of 
 directors, and shall be exercised by such board, and by such officers and 
 agents as the board may appoint and empower. The board of directors 
 shall consist of forty-eight persons, a majority of whom shall be citi- 
 zens of the State of New York, and each of whom shall own and hold, 
 in his own right, at least ten shares of the capital stock of the company. 
 
 Sec. 2. [Quorum of Board.] — The board of directors shall have 
 power to provide, by by-law, what number of the directors less than a 
 majority, but not less than seven, shall constitute a quorum of the 
 board for the transaction of busineess ; and until the board shall so 
 provide, any number not less than seven shall constitute such quorum. 
 
380 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 3. [Board to Fix Rates of Premium .] — The board of directors 
 shall have power to determine the rates of premium for insurance, and 
 the amount that may be insured on any one life, and shall also have 
 power to make and prescribe such by-laws, rules and regulations for 
 the transaction of the business of the company, not inconsistent with 
 law or this charter, as may be deemed expedient, and the same to alter, 
 suspend, repeal, or add to, at pleasure; provided, however that no 
 by-law shall be abrogated, nor shall any new by-law be adopted or 
 prescribed, except by the vote of a majority of the directors present 
 at two successive meetings of the board. 
 
 Sec. 4. [Other Powers of Board .] — The board of directors shall 
 also have all other powers usually vested in boards of directors or 
 trustees of life insurance companies, not inconsistent with this charter, 
 or the Constitution or laws of the State of New York. 
 
 Sec. 5. [Board may exercise all Lawful Powers .] — The board of 
 directors may at any time accept and exercise all or any additional 
 powers or privileges, not inconsistent with this charter, which any life 
 insurance company, formed under the aforesaid acts of the legislature 
 of the State of New York, is now, or hereafter may be, authorized by 
 law to exercise. 
 
 Article 5. Sec. i. [Time of Electing Directors and Officers.] — 
 The following persons shall constitute the first board of directors of the 
 company, to wit: Robert B. Mintum, George Griswold, Jr., Roland 
 
 G. Mitchell, Frederick G. Foster, William H. Newman, Frederick 
 Tracy, William H. Aspinwall, Henry W. Peck, George N. Lawrence, 
 Thomas H. Faile, Lewis F. Battelle, James Punnett, Levi P. Morton. 
 Effingham Townsend, Cleayton Newbold, William F. Mott, Jr., Abiel 
 A. Low, Marshall Lefferts, Gustav Schwab, Wellington Clapp, Merritt 
 Trimble, Leopold Bierwirth, George A. Robbins, Robert R. Willets. 
 Cyrus Curtiss, James B. Johnston, David Wagstaff, Abraham Bininger. 
 David S. Egleston, Henry S. Fearing, John Caswell, Arthur F. Will- 
 marth, Thomas Hope, Ellwood Walter, Benjamin W. Bonney. Franklin 
 F. Randolph, Frederick W. Macv, Andrew V. Stout, Henry Swift, 
 David A. Wood, Jeremiah C. Garthwaite, Newark, N. J. ; Frederick 
 Wood, Bridgeport, Conn. ; Frederick Croswel) New Haven, Conn. : 
 Matthew Mitchell, Hudson, N. Y. ; Chailes M. Jenkins, Albany, N. Y. ; 
 Benjamin F. Ray, Utica, N. Y. : Thomas B. Fitch, Syracuse, N. Y. : 
 George R. Babcock, Buffalo, N. Y. 
 
 [Tenure cf Office of Directors .] — And they shall hold office until 
 their successors shall be elected or appointed pursuant to the provisions 
 herein contained ; and in case any or either of the above-named persons 
 shall decline to serve as directors or director, or shall prove to be in- 
 
WASHINGTON LIFE. 38 1 
 
 eligible to the office, the vacancies or vacancy so occasioned may be 
 filled by the remaining directors, acting as a board. 
 
 [Directors to be Divided into Classes.] — The first board of directors 
 shall, immediately after the organization of the company, be divided by 
 lot into three equal classes. The term of office of the first class shall 
 expire at the end of one year from the first Tuesday in April, i860; 
 that of the second class, at the end of two years from the same date ; 
 and that of the third class, at the end of three years from the same date ; 
 and on the first Tuesday in April, 1861, and annually thereafter, direc- 
 tors, to the number of one-third of the whole number, shall be elected 
 to fill the places of those whose term of office shall then expire ; and 
 the directors so elected shall hold office for three years ; and in case of 
 a failure to elect on the day herein specified for such election in any 
 year, the directors, whose regular terms of office do not then expire, 
 shall have power, acting as a board, to appoint directors to fill the 
 vacancies occasioned by such failure to elect. 
 
 Sec. 2. [Election of Directors.] — Every election for directors shall 
 be held at the office of the company, at such hour of the day as the board 
 shall direct, and notice thereof shall be given by publication at least 
 twice in each week in two daily newspapers printed and published in 
 the city of New York, for not less than two weeks immediately pre- 
 ceding the day of election. Every election for directors shall be by 
 ballot, and a plurality of votes shall elect. 
 
 Sec. 3. [Inspectors of Elections.] — The board of directors, pre- 
 vious to each annual election, shall appoint three inspectors of such 
 election ; and in case any or either of the inspectors so appointed shall 
 decline to act, or fail to attend at the appointed time and place of elec- 
 tion, the president or vice-president of the company may appoint in- 
 spectors to fill the places of those who shall so decline or omit to act. 
 
 Sec. 4. [Number of Directors.] — The board of directors may, at 
 the meeting next preceding any annual election, and after giving notice 
 at the previous meeting of the board, provide for diminishing the num- 
 ber of directors to not less than twenty-one ; and afterwards, in like 
 manner, for increasing their number to not exceeding forty-eight; and 
 in such case, one-third of the total number, as thus diminished or in- 
 creased, shall be elected annually, in the same manner as herein pro- 
 vided in regard to the original forty-eight directors ; and the same 
 powers and authority shall vest in said board of directors, thus dimin- 
 ished or increased, as are herein provided in regard to the first forty- 
 eight directors. 
 
 Sec. 5. [Qualifications of Stockholder to Vote.] — At every election 
 for directors, each stockholder shall be entitled to one vote, in person 
 
382 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 or by proxy, for each and every share of the capital stock of the com- 
 pany owned and held by him in his own name and right, for not less 
 than twenty days immediately preceding such election. 
 
 Sec. 6. [Directors to Elect Officers .] — The board of directors shall, 
 immediately after the organization of the company, and afterwards at 
 the first meeting of the board after each annual election of directors, 
 elect from their own number a president and vice-president of the com- 
 pany, who shall respectively hold office for the term of one year, and 
 until their successors shall be elected. The board may also, at any 
 time, appoint a president and vice-president to act temporarily, when 
 said officers respectively shall be absent or unable to act. 
 
 Sec. 7. [Directors to Appoint Other Officers.] — The board of di- 
 rectors shall also have power to appoint, at any time, a secretary, and 
 such other officers, clerks and agents, for carrying on the business of 
 the company, as the board shall deem expedient and proper, and the 
 same to remove at pleasure, and to appoint or substitute others in their . 
 stead. 
 
 Article 6. Sec. i. [Manner of Filling Vacancies.] — Directors 
 shall be re-eligible, and vacancies occurring in the board in the intervals 
 between elections may be filled by the board for the unexpired terms, 
 in such manner as shall be provided by the by-laws of the company. 
 
 Sec. 2. [Board may Appoint President.] — The board of directors 
 shall have power to fill by appointment any vacancy occurring in the 
 office of president or vice-president, until the annual election next after 
 such appointment. 
 
 Article 7. Sec. i. [Amount of Capital.] — The amount of the 
 capital stock of the company shall be one hundred and twenty-five 
 thousand dollars, divided into shares of fifty dollars each, which shall 
 be personal property, and transferable on the books of the company, 
 according to law and the by-laws of the company. 
 
 Sec. 2. [Limit of Dividend to Stockholders.] — (Amended 1863, to 
 read as follows) : The holders of the said capital stock shall be en- 
 
 titled to a semi-annual net dividend, out of the earnings of the company, 
 of (but not exceeding) three and one-half per cent on the amount of 
 stock held by them respectively, payable on and after the first days of 
 February and August in every year, without deduction ; said payment 
 commencing with the first day of August, 1863. 
 
 Sec. 3. [Commissioners to Receive Subscriptions.] — The five per- 
 sons following, viz. ; James Punnet, Cyrus Curtis, Thomas H. Faile, 
 Benjamin W. Bonney and Cleayton Newbold, are hereby appointed 
 commissioners to open books of subscription to the capital stock of the 
 company, and they shall give at least three days’ notice, by advertise- 
 
WASHINGTON LIFE. 
 
 3^3 
 
 ment, in two daily newspapers printed and published in the city of New 
 York, of the time and place at which said books will be opened; and 
 they shall keep such books open until the full amount of one hundred 
 and twenty-five thousand dollars is subscribed. A majority of the said 
 commissioners may perform these duties. 
 
 Sec. 4. [Power to Increase Capital Stock.] — The board of directors 
 shall have power, in their discretion, to increase the capital stock of 
 the company to an amount not exceeding five hundred thousand dollars, 
 and for that purpose, to provide by resolution for the subscription and 
 issue of additional stock to an amount not exceeding three hundred and 
 seventy-five thousand dollars, in like shares of fifty dollars each, pay- 
 able in cash. 
 
 Article 8. Sec. i. [Objects and Purposes of the Company.] — 
 (Amended 1863, to read as follows) : The company, within sixty days 
 next after the expiration of five years from the first day of January, 1861, 
 and within the first sixty days next after the expiration of every subse- 
 quent period of five years, shall cause a general statement to be made of 
 the affairs of the company, which shall exhibit the amount of the then 
 remaining net profits of the company, after allowing a sufficient amount 
 to reinsure all outstanding risks, and to cover all other obligations. The 
 whole amount of the net profits, so ascertained as above provided, shall 
 be credited to the account of the policyholders, entitled to participate in 
 the profits, which shall be apportioned among them, and paid or applied 
 in such manner and at such times, as the board of directors may deem 
 equitable, and from time to time provide. 
 
 Sec. 2. [Forfeitures of Non Payment of Premiums.] — In case of 
 the non-payment, when due, of any premium on any policy of insur- 
 ance issued by the company, or in case of the violation of any other 
 condition of the policy, such policy, and all previous payments made to 
 the company on account thereof, shall, at the option of the board of 
 directors, be forfeited to the company ; but such forfeiture shall not 
 affect the right of the holder of such policy to any profit that may have 
 been previously credited to such holder. 
 
 Sec. 3. [The Fiscal Year.] — The fiscal year of the company shall 
 commence on and with the first day of January, and shall terminate on 
 and with the thirty-first day of December of each and every year. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Adopted April 18, 1905. 
 
 Article i. Meetings. — Stated meetings of the board of directors shall be 
 held quarterly, at the office of the company, on the third Tuesdays of January, 
 April, July and October of each year. Special meetings may be called by the 
 
384 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 president or vice-president, and also by any standing committee or by any three 
 directors. The purpose and object of every special meeting shall be stated in the 
 call or notice for such meeting, and no other business shall be passed upon at 
 such meeting except that referred to in said notice, unless with the unanimous 
 consent of the directors present at such meeting. Written or printed notice of all 
 stated and special meetings of the board of directors shall be given to each 
 resident director. 
 
 Article 2. Committees. — At each annual meeting for the election of president 
 and vice-president, the following standing committees shall be appointed by the 
 president, subject to the approval of the board, and they shall hold office until 
 their successors are appointed : 
 
 1. An executive committee to consist of nine members, including the president. 
 
 2. A finance committee to consist of seven members, including the president. 
 
 3. An insurance committee to consist of eight members, including the president. 
 
 4. An auditing committee to consist of four members. 
 
 A majority of any committee shall be a quorum for the transaction of busi- 
 ness. Regular minutes of the proceedings and resolutions of the standing com- 
 mittees shall be kept in books provided for that purpose, and shall be read at 
 the next stated meeting of the directors when called for. Every report of a 
 standing committee, not entered on the minutes, shall be in writing and signed 
 by the members of the committee assenting thereto. All the standing com- 
 mittees shall convene on the call of the president. 
 
 Article 3. Executive Committee. — It shall be the duty of the executive 
 committee to fix and regulate all salaries and fees of the officers, directors and 
 employees at the home office of company, subject to the approval of the board; 
 to take cognizance of any business which may be referred to them by the 
 president, and generally to advise and consult with him on all matters not specially 
 confided to the other committees. 
 
 Article 4. Finance Committee. — It shall be the duty of the finance com- 
 mittee to superintend the finances and investments of the company, and to con- 
 sult and advise with the president in all matters connected with the finances of 
 the corporation. 
 
 The finance committee shall require from such of the officers and employees 
 of the company, as in its discretion may seem advisable, proper bonds of surety 
 for the faithful performance of the prescribed duties of such officers and em- 
 ployees. 
 
 Article 5. Insurance Committee. — It shall be the duty of the insurance com- 
 mittee to receive and pass upon all recommendations of the president in regard 
 to rates of premium, forms of policy contract, agency contracts, and such changes 
 or modifications in the agency system of the company as may be referred to the 
 committee by the president. In November of each year, the insurance committee 
 shall receive a report from the president and actuary on the amount of surplus 
 which may be apportioned to participating policyholders during the ensuing 
 calendar year, and shall report to the board its recommendations in regard 
 thereto. 
 
 Article 6. Auditing Committee. — The auditing committee shall, at least twice 
 in each year, in conjunction with a professional accountant, or audit company, 
 examine the books, accounts and securities of the company, and report thereon 
 to the board. 
 
 Article 7. Officers (Amended April 18. 1871). — The officers of this com- 
 
WASHINGTON LIFE. 
 
 385 
 
 pany, who shall be elected by the board, shall consist of a president, vice-president, 
 second vice-president and secretary, and the board may appoint an actuary, 
 medical director, an auditor, a treasurer and an attorney, and such other officers 
 or assistants as may from time to time be required. The first four officers men- 
 tioned in this article shall be known as the executive officers. 
 
 Article 16. Policies Limited to $50,000 Each. — No policy shall be issued on 
 any single life for a greater sum than $50,000, but a policy for that amount, of 
 which the commuted value may exceed that sum may be issued. 
 
 Article 17. Inspectors. — At the regular quarterly meeting previous to each 
 annual election for directors, or at a special meeting called for that purpose, the 
 board shall appoint three inspectors to preside at said election. 
 
 Article 18. Moneys. — All moneys belonging to the company shall be de- 
 posited in such banks or trust companies to the credit of this company, as are 
 designated by the board, and all checks or drafts thereon shall be signed by any 
 two of the executive officers. 
 
 Article 19. Vacancies. — Whenever a vacancy occurs in the board of direc- 
 tors, in the intervals between the annual elections, the president may nominate 
 a person to supply such vacancy at any stated meeting of the board, and unless 
 objected to, the person so nominated shall be deemed a candidate, and may be 
 balloted for at a subsequent meeting. In case any person appointed on any 
 standing or special committee shall decline to serve, the president may appoint 
 another to fill the vacancy so occasioned. 
 
 Article 20. — Contracts for Insurance, Etc. — The president and secretary shall 
 have power to make contracts for insurance on life and for annuities, in con- 
 formity with the rules and regulations of the board for the time being. 
 
 Article 21. — Transfer of Stock. — The stock of this company shall be trans- 
 ferable only on the books of the company at their office in the city of New 
 York by the shareholders or their legal representatives on surrender of the 
 certificates or upon satisfactory proof of the loss thereof, and in case of such 
 loss, only upon the delivery of a bond of indemnity satisfactory to the presi- 
 dent of the company. 
 
 Article 23. Provisions in Reference to By-Laws. — No by-law shall be abro- 
 gated, nor shall any new by-law be adopted or prescribed, nor existing by-laws 
 be modified or changed, except by the vote of a majority of the directors present 
 at two successive meetings of the board between which at least one week shall 
 intervene. 
 
3 86 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 WISCONSIN LIFE INSURANCE COMPANY. 
 
 Articles of Incorporation. 
 
 These articles of association and incorporation made, signed and 
 acknowledged this ninth day of April, A. D. 1895, by and between Wil- 
 liam H. Rogers, Rasmus B. Anderson and Philip Fox, heretofore in- 
 corporators, and A. R. Bushnell, C. M. Putnam, G. C. Kollock, L. M. 
 Fay, M. S. Klauber, J. W. Hobbins, Wm. Helm, W. J. Hobbins and 
 P. R. Fox, now joining therein, all adult residents and citizens of the 
 State of Wisconsin, witnesseth : 
 
 Article i. That more than five hundred persons having made ap- 
 plication in writing for life insurance and membership in the corpora- 
 tion hereby organized, and the same having heretofore been duly or- 
 ganized and doing business under the laws of Wisconsin and now 
 having a membership of over five hundred policy holders, and admitted 
 assets of over one hundred thousand dollars, the last nine above named 
 persons for themselves and as representing and for and on behalf of 
 said heretofore organized corporation, which is The Wisconsin Life 
 Insurance Company of Madison, Wis., hereby agree to and declare that 
 they do associate themselves together for the purpose of forming a cor- 
 poration under and pursuant to the statutes and laws of Wisconsin, the 
 business of which corporation shall be to insure the lives of its respec- 
 tive members and those who shall become such, and also to make for 
 other persons all and every insurance appertaining to or connected with 
 life risks, and to grant and purchase annuities. 
 
 Article 2. The name of said corporation shall be The Wisconsin 
 Life Insurance Company, and its location shall be the city of Madison, 
 in the State of Wisconsin, and its general officers shall be a president, 
 vice-president, secretary, treasurer, medical director and such others as 
 may be provided for in the constitution and by-laws, and not less than 
 five nor more than fifty directors whose duties shall be those usually 
 devolving upon such officers, and such as the constitution and by-laws 
 of the corporation shall prescribe. 
 
 Article 3. All persons between the ages of eighteen and sixty-one 
 years who shall be in sound physical health and of good moral char- 
 acter, and who shall pass the required medical examination, may be- 
 come members of this company by taking out a life insurance policy 
 therein and complying with such rules and regulations as shall be es- 
 
WISCONSIN LIFE. 387 
 
 tablished and laid down by the corporation ; and every one shall cease to 
 be such member when they cease to hold such a policy. 
 
 Article 4. The Wisconsin Life Insurance Company shall have a 
 common seal, and shall have power to make reinsurance of any risks 
 which it may have taken, and its members may make such constitution 
 and its directors such by-laws, not inconsistent with the Constitution 
 and laws of this State as may be deemed necessary for the election and 
 appointment of its boards, officers and agents, defining their duties and 
 the conduct of its affairs generally. 
 
 Article 5. All the corporate powers of The Wisconsin Life Insur- 
 ance Company shall be vested in and exercised by a board of directors 
 (to be elected by the members), and said board shall elect said officers 
 and may appoint other officers, committees and agents of said company 
 with such powers and authority as they shall find necessary and con- 
 venient for carrying on said business. The exact number of the board 
 of directors shall be determined from time to time, by the members of 
 the corporation at their annual meetings. The terms of the members 
 of the board shall be three years, and the board shall be divided into 
 three classes as nearly equal in number as possible so that one-third of 
 them as nearly as possible shall be elected for a term of three years at 
 the annual meeting of the members each year. 
 
 It shall require a majority of the members of the board of directors 
 to form a quorum for the legal transaction of business. 
 
 Article 6. These articles of incorporation can be amended only by 
 a two-thirds vote of the members at any annual meeting or at a special 
 meeting called for that purpose, and then only after the amendment has 
 been served in writing upon the secretary of the company at least ninety 
 days before it shall come before the members. And it shall be the 
 duty of the secretary to mail or personally deliver a true copy of any 
 proposed amendment to every applicant therefor. William H. Rogers, 
 Rasmus B. Anderson, Philip Fox, A. R. Bushnell, C. M. Putnam, L. 
 M. Fay, George C. Kollock, Philip R. Fox, J. W. Hobbins, Wm. J. 
 Hobbins, Wm. Helm, M. S. Klauber. 
 
 Constitution. 
 
 Article i. The name of this company shall be The Wisconsin Life 
 Insurance Company, and its principal office shall be at the city of Madi- 
 son, Wis., where all its meetings shall be held. 
 
 Article 2 . The business of The Wisconsin Life Insurance Com- 
 pany shall be to make all and every insurance appertaining to or con- 
 nected with life risks and to grant and purchase annuities. 
 
3 88 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Article 3. The annual meetings of the members of this company 
 shall be held at its home office on the second Monday in January in 
 each year, and special meetings may be called by a unanimous vote of 
 the board of directors or may be called by the secretary upon the pe- 
 tition of one-fifth of the members. Each member shall be entitled to 
 one vote for each $500 indemnity held by such member. 
 
 Article 4. The officers of this company shall consist of a presi- 
 dent, vice-president, second vice-president, chairman of the board, secre- 
 tary, assistant secretary, manager, superintendent of agencies, actuary, 
 treasurer, medical director, assistant medical director and counsel, all 
 of whom shall be elected by a majority of the board of directors. Their 
 term of office shall be one year and until their successors are elected and 
 qualified unless sooner removed. 
 
 Article 5. The board of directors shall consist of not less than five 
 nor more than fifty directors, the number to be fixed from time to time 
 by the members at their annual meetings. Until otherwise ordered by 
 the members, the number of directors shall be seven. A director not 
 present at any meeting of the board of directors may in writing sub- 
 scribed by him appoint another director, who is present to vote as his 
 proxy thereat. 
 
 Article 6. The board of directors shall control the business man- 
 agement of the company subject to the constitution and articles of in- 
 corporation. The board of directors shall meet and organize immedi- 
 ately after the adjournment of each annual members’ meeting, and said 
 board shall also meet in special session when summoned by the chair- 
 man of the board. The board of directors shall elect the officers of the 
 company, define their duties and may remove them at its pleasure. 
 Said board shall have power to enact such by-laws and create such 
 additional offices as it shall deem necessary for the proper conduct of 
 business and the carrying out of all the objects of the company, elect 
 members to fill such created offices, fix their compensation and remove 
 them at its will. 
 
 Article 7. The following committees shall be standing committees 
 and may be elected by the board of directors annually from the mem- 
 bers of the company: 
 
 1. An auditing committee, to consist of five members. 
 
 2. An office committee, to consist of seven members. 
 
 3. An executive committee, to consist of three members. 
 
 4. A loss committee, to consist of three members. 
 
 5. A claims committee, to consist of three members. 
 
 6. An investment committee, to consist of seven members. 
 
 7. An agency committee, to consist of three members. 
 
WISCONSIN LIFE. 
 
 389 
 
 The duties of the committees shall be prescribed by the board of di- 
 rectors, and it shall also be the duty of every committee to meet on the 
 call of the chairman of such committee. A majority of any committee 
 shall constitute a quorum for business. 
 
 Article 8. All vacancies in the board of directors shall be filled by 
 the board of directors until the time of the next annual meeting. 
 
 Article 9. This constitution shall only be amended at a regular 
 annual meeting by a three-fourths majority vote of all members present 
 in person or by proxy. And then only after the amendment has been 
 filed with the secretary at least ninety days prior to the proposed action 
 thereon. And the secretary is hereby required to mail a true copy of 
 any such proposed amendment to all applicants. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article i. Every meeting of the members of the Wisconsin Life Insurance 
 Company, whether special or regular, shall be advertised in at least two news- 
 papers of general circulation, at least thirty days before such meeting occurs. 
 
 Article 2. All applications for membership in this company must be made 
 in writing according to the forms adopted by the company, and the truthfulness 
 of the declarations and statements contained therein shall be the basis of any 
 policy issued thereon. 
 
 Every applicant, for the purpose of corroborating his statement with reference 
 to physical condition, shall be examined by a physician legally authorized to 
 practice medicine, and who is in good and regular standing in the profession, 
 and approved by the company. 
 
 The age of the applicant shall be calculated from the nearest birthday at the 
 date of application. If such age shall be understated in the application for a 
 policy, the amount paid at the maturity of the policy shall be such proportion 
 of the policy as the premium paid bears to the premium at the true age. 
 
 Article 3. The following vocations shall be considered hazardous : ocean, 
 river and lake navigation; mining and submarine occupations; production of 
 highly inflammable or explosive substances; switching, coupling and uncoup- 
 ling cars; employment in capacity of brakeman on freight trains; saloonkeepers 
 and regular bartenders; employees in electrical business where more than thirty 
 volts of electricity are used; locomotive firemen and all full paid members of 
 fire departments. 
 
 The executive committee shall have power to pass upon the hazard of any 
 occupation not herein specified; and upon the acceptance of any application for 
 membership in this company. The rate of the premium to be paid and the con- 
 ditions of the acceptance of the application and hazardous occupations shall in 
 each case be decided by the executive committee. 
 
 Article 4. Each applicant in his application for a policy shall correctly 
 state therein his correct postoffice address, and the same shall be held and 
 deemed to be the correct postoffice address of such applicant after he becomes 
 a member until written notice of a change thereof signed by the said member 
 shall be received by the company at its home office. An affidavit made by the 
 mailing clerk of the company showing that a notice of any matter affecting the 
 
390 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 policy contract was mailed in the regular course of business to the insured 
 or person designated by the insured to the last address, as shown by the books 
 of the company, shall be taken and admitted as evidence and held to be con- 
 clusive proof of due notice to the policyholder or person designated. But this 
 evidence may be modified by the mailing clerks and carriers of the postoffice 
 department. 
 
 Article 5. The policies issued by this company shall be in the sum of two 
 hundred and fifty dollars or any multiple thereof not exceeding five thousand 
 dollars, provided that the executive committee is hereby empowered to accept 
 applications for policies for a larger amount, not exceeding, however, ten thou- 
 sand dollars, and provided further, that no risk for a greater sum than five 
 thousand dollars shall be accepted unless approved by two medical examiners 
 to be selected by the executive committee. 
 
 Article 6. The payment of death and disability claims shall be made only 
 upon the order of the executive committee. All claims and proofs of the ma- 
 turity of any policy, or of the death of any member of this company, shall be 
 made on the blank forms furnished by the company, and all requirements therein 
 shall be fully and fairly complied with, and further or additional proofs and 
 answers may be required by the executive committee, but the same shall not 
 work the waiver of any lapse or other forfeiture. 
 
 Article 8. The board of directors shall meet and organize immediately after 
 the adjournment of each annual members’ meeting. And the board shall also 
 meet in special session at other times when summoned by the chairman of the 
 board. 
 
 Article 22. Every report of a committee shall be in writing and signed by 
 all the members assenting thereto, and all reports shall be recorded by the sec- 
 retary. 
 
 Article 23. It shall be the duty of the auditing committee to examine the 
 disbursements, and pass upon all accounts and bills and current expenses of the 
 company, and also to examine all statements of the condition of the company 
 and make report thereon to the succeeding meeting of the board of directors, 
 and it shall perform such other duties as may be required of it by the board of 
 directors. 
 
 Article 24. It shall be the duty of the office committee to regulate the gen- 
 eral conduct of the company’s business, and the president and secretary shall 
 be ex-officio members of this committee. It shall also perform such other 
 duties as shall be required of it by the board of directors. 
 
 Article 25. It shall be the duty of the executive committee to have charge 
 of the general business of the company, and it may formulate such rules and 
 regulations as shall be deemed necessary for the transaction of the business of 
 the company, and it shall also perform such other duties as shall be required of 
 it by the board of directors. 
 
 Article 26. It shall be the duty of the loss committee to examine all proofs 
 of death and to report at each meeting of the board of directors the names and 
 residences of the persons dying and the sums insured, and it shall perform such 
 other duties as may be required of it by the board of directors. 
 
 Article 27. It shall be the duty of the claims committee to carefully ex- 
 amine all claims for death losses and to see that all papers are properly pre- 
 pared for proof of death. And it shall also perform such other duties as may be 
 required of it by the board of directors. 
 
WISCONSIN LIFE. 
 
 391 
 
 Article 28. It shall be the duty of the investment committee to examine in 
 detail all properties upon which the company is called to loan money. It shall 
 also have under its charge all investments of the company and shall report to 
 every meeting of the board of directors. It shall also perform such other 
 duties as may be required of it by the board of directors. 
 
 Article 29. It shall be the duty of the agency committee to have general 
 supervision over the agents of the company and to report to the board of 
 directors from time to time such matters as in its judgment require the board’s 
 action. It shall also perform such other duties as may be required of it by the 
 board of directors. 
 
 Article 30. The president, secretary, assistant secretary, superintendent of 
 agencies and treasurer shall be bonded officers. Each one shall give a bond or 
 bonds for the faithful performance of his respective duties and to account for 
 and pay over all funds which may come into his hands in such sum and with 
 such sureties as shall be prescribed and approved by the board of directors. 
 And every bond so taken shall be so drawn as to remain in force during the time 
 such official shall be elected and re-elected to hold office, and such bond shall 
 remain in force until his successor is elected and qualified. 
 
 Article 31. Before any loan is made, the title of the property proposed to 
 be mortgaged shall be examined and approved by the counsel, and the mortgage 
 and accompanying note or bond, duly reported by counsel to be properly ex- 
 ecuted, shall be delivered to the secretary or treasurer with the abstract of title 
 and other evidences of legal ownership by the applicant for the loan on the 
 mortgaged premises. And before, or at the time any money is paid to the ap- 
 plicant on account of the loan, the mortage shall be duly filed for record in the 
 proper office, the abstract of title snowing all conveyances affecting the prem- 
 ises, together with original searches for judgment, mortgage and other liens 
 annexed, and also liens for taxes and assessments exhibiting clear, perfect and 
 unincumbered title in fee simple in the applicant, shall be continued to the time 
 of such payment. The requisite policies of fire insurance shall also be furnished 
 and such other things shall be done and steps taken under the direction of the 
 president and secretary and treasurer as in their judgment may be deemed 
 necessary to make perfect the company’s security and to protect its interests. 
 Payments may be made and the loan closed through the company’s accredited 
 agent appointed for the purpose but in such manner as the secretary shall 
 direct. When there are prior incumbrances or liens on the premises proposed 
 to be mortgaged to the company which cannot be removed at the time the 
 loan is paid, the executive committee may direct the withholding of such amount 
 of funds from the loan or the taking of such other protection as they may deem 
 advisable, as will in their judgment protect the company against such incum- 
 brances or liens and may authorize the payment of the balance of the loan to 
 the applicant. 
 
 Article 32. No interest or matured principal shall be allowed to remain 
 due longer than six months on any note or bond and mortgage to the com- 
 pany without foreclosure or suit being directed by the president, unless the 
 board of directors especially authorize a longer delay. 
 
 Article 33. All investments of the company shall stand in the name of the 
 Wisconsin Life Insurance Company, and not in the name of any individual or 
 officer of the company, and all moneys belonging to the company shall be de- 
 posited to the credit of the Wisconsin Life Insurance Company in such bank 
 
392 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 or banks as shall be designated by the board of directors, and shall not be de- 
 posited in the name of any individual, officer or committee. 
 
 Article 34. Members may vote by proxy, and such proxy to be valid must 
 be a member or a majority of the members of some committee in good stand- 
 ing, personally present and duly appointed in writing to so vote. But no 
 member shall be a proxy for more than two hundred members, and no com- 
 mittee shall be a proxy for more than five hundred members. Provided, that 
 all proxies shall be filed with the secretary of the company for identification 
 and registry at least three days before they are to be voted. 
 
 Article 35. The funds of the Wisconsin Life Insurance Company shall be 
 invested and kept invested in interest or income bearing securities, namely, in 
 bonds of the United States or the State of Wisconsin; in bonds of any county 
 or incorporated city or village in the State of Wisconsin; in bonds or promis- 
 sory notes and mortgages on improved, unincumbered income producing real 
 property in the State of Wisconsin worth double the amount loaned thereon; 
 in bonds of solvent institutions incorporated under the laws of the United 
 States or State of Wisconsin; in bonds issued by any city, county, town, village 
 or school district in the State of Wisconsin, or in bonds of any of the States of 
 the United States of America. And the funds may also be invested in the 
 pledge of any of the above securities. The company may furthermore invest 
 the funds required and meet its obligations incurred in other States of the 
 United States or foreign countries and in conformity with the laws thereof in 
 the same kind of securities in such other States and foreign countries as are 
 provided in the laws of the State of Wisconsin. The company may also loan 
 on the pledge of its own policies of insurance a sum not to exceed the reserve 
 which it then holds on any such policy and the accumulations thereon, but the 
 company shall not purchase, hold or grant any mortgage loan on unimproved 
 incumbered property, or on hotels, theaters, churches, breweries, factories, or 
 mining enterprises of any description whatsoever. Neither shall this company 
 make any loan on or investment in what are commonly known as industrial 
 enterprises. And pursuant to the laws of Wisconsin, the company shall not 
 acquire by purchase or otherwise any real estate except for the accommodation 
 of its business or in satisfaction of debts due the company. 
 
 Article 36. These articles may be amended by the board of directors, but 
 they can only be amended by having the amendment proposed at a meeting of 
 the board previous to the meeting of the board upon which the amendment is 
 to be acted upon. Such amendment must be read in full and also the article 
 which is to be amended must be read in full as it will read after the amend- 
 ment is made, and said amendment must be filed with the secretary of the 
 company for the inspection of all directors during the interim between said 
 meetings of the board, and said interim shall in no case be less than ten days. 
 
THE INDIANA LAW. 
 
 393 
 
 THE INDIANA LAW. 
 
 The following is the full text of the law of Indiana, approved February io, 
 1899, providing for the organization of life insurance companies and the main- 
 tenance of a reserve : 
 
 Engrossed Senate Act No. 33. 
 
 An Act for the Incorporation of Life Insurance Companies on either the Stock 
 or the Mutual Plan, Defining their Powers and Prescribing their Duties 
 and the Duties of Certain Officers in Connection Therewith, Providing 
 Penalties for the Violation of this Act, and Declaring an Emergency. 
 
 Sec. 1. Be it enacted by the General Assembly of the State of Indiana, that 
 any ten or more persons, citizens of this State, may associate in accordance with 
 the provisions of this act and form an incorporated company for the following 
 purposes: To make insurance, either upon the stock or mutual principle, upon 
 
 the lives of individuals and every insurance appertaining thereto or connected 
 therewith, and to grant and purchase annuities. 
 
 Sec. 2. Such persons shall associate themselves together by articles of in- 
 corporation in writing, for the purpose of forming a life insurance company, 
 which articles shall specify the name by which the corporation shall be known, 
 whether a mutual or a stock company, the place in which it is to be established 
 or located, the amount of its capital stock, if any, the general objects of the com- 
 pany, and the proposed duration of the same. Any name not previously in use 
 in any existing Indiana company may be adopted, but such name must clearly 
 designate the object and purposes of the company. The Auditor of State may 
 reject any name or title when, in his judgment, it too closely resembles that of 
 any existing company, or is likely to mislead the public. 
 
 Sec. 3. The subscribers to said articles of incorporation shall acknowledge 
 the same before some person empowered to take acknowledgements of deeds, and 
 forward the same to the Auditor of State, who shall, in case he approves of the 
 title of the proposed company, submit said articles of incorporation to the 
 Attorney-General for examination, and if found by the Attorney-General to be in 
 accordance with the provisions of this act, and not inconsistent with the consti- 
 tution of this State, and of the United States, he shall certify the same to the 
 Secretary of State, with his approval endorsed thereon, who shall file the same 
 in his office. 
 
 Sec. 4. The subscribers to said articles of incorporation shall choose from 
 their number a president, a secretary, a treasurer, and such number of directors, 
 not less than five, as they may deem advisable, who shall continue in office until 
 the first annual meeting of the stockholders, or of the insured if a mutual com- 
 pany, and until their successor^ are duly chosen and qualified, as hereinafter 
 provided. In case a stock company is to be organized, they shall open books for 
 the subscription of stock in the company at such times and places as they shall 
 deem convenient and proper, and shall keep the same open until the full amount 
 specified in the certificate is subscribed. In case a mutual company is to be or- 
 ganized for any of the purposes mentioned in this act, the subscribers to the 
 articles of incorporations shall open books to receive applications for insurance 
 at convenient times and places, and keep the same open until applications for 
 insurance have been obtained in sufficient numbers and amount to comply with 
 the requirement of this act. 
 
 Sec. 5. Stock companies organized under this act shall have not less than 
 one hundred thousand dollars ($100,000) of capital stock subscribed, fifty per 
 cent of which shall be paid up and invested in bonds of the United States, or of 
 this State, or certificates of deposit of any solvent bank or trust company, or in 
 bonds and mortgages upon unincumbered real estate in the State of Indiana 
 worth at least double the sum loaned thereon (if buildings are considered as 
 part of the value of such real estate they must be insured for the benefit of the 
 mortgagee), twenty-five thousand dollars of which said securities shall be de- 
 posited with the Auditor of State, and upon said deposit, and satisfactory 
 
394 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 evidence to the Auditor of State that the capital stock of at least $100,000 is all 
 subscribed in good faith, and fifty per cent thereof paid in by the subscribers of 
 said stock and invested as herein prescribed, he shall issue to said company a 
 certificate authorizing said company to do business. But no part of the fifty per 
 cent aforesaid shall be loaned to any stockholder or officer of the company. The 
 remainder of such stock shall be paid within eighteen months of the time of 
 the subscription, in such sums and at such times as the directors or trustees of 
 the company may direct, and the unpaid balance shall be secured by the notes 
 of the stockholders of said company. The company shall have a lien upon all 
 stock for any sum unpaid thereon. 
 
 Sec. 6. Companies organized under this act upon the mutual plan, shall, 
 before issuing any policies, have actual applications on at least two hundred and 
 fifty individual lives for an amount not less than one thousand dollars each, a 
 list of which applications, giving the name, age, residence, amount of insurance 
 and annual premium of each applicant shall be filed with the Auditor of State, 
 and a deposit made with said Auditor of an amount equal to three-fifths of the 
 first annual premium on said applications and not less than twenty-five thousand 
 dollars in securities required by the last preceding section, and, on compliance 
 with said provisions, the Auditor of State shall issue to said company a certificate 
 authorizing said company to do business. 
 
 Sec. 7. A corporation organized or doing business under the provisions of 
 this act, shall, by the name adopted by such corporation, in law, be capable of 
 suing or being sued, and may have power to make and enforce contracts in rela- 
 tion to the business of such corporation; may have and use a common seal and 
 may change or alter the same at pleasure ; in the name of the corporation, asso- 
 ciation or society, or by a trustee chosen by their board of directors, shall, in 
 law, be capable of taking, purchasing, holding and disposing of real and personal 
 property for carrying into effect the purposes of their organization ; and may, 
 by their board of directors, trustees or managers, make by-laws and amendments 
 thereto not inconsistent with the constitution and laws of this State or of the 
 United States, which by-laws shall define the manner of electing directors, 
 trustees or managers, and officers of such corporation, and the qualifications and 
 duties of the same, with terms of office, and if a mutual company, the qualifica- 
 tions and privileges of the members and policyholders thereof. 
 
 Sec. 8. The president or vice-president, and secretary or actuary, or a major- 
 ity of the trustees or directors of each company organized under this act shall, 
 annually, on the first day of January, or within sixty days thereafter, prepare 
 under oath and deposit in the office of the Auditor of State, a statement of the 
 condition of such company on the 31st day of December of the preceding year, 
 showing : 
 
 First . — Name and Where Located. 1. The names of the officers. 2. The 
 amount of capital stock, if a stock company. 3. The amount of capital stock paid 
 in, if a stock company. 
 
 Second. — Assets. 1. The value of real estate owned by such company. 2. The 
 amount of cash on hand. 3. The amount of cash deposited in bank or trust 
 companies, giving names of bank or banks or trust companies. 4. The amount 
 of unreported and deferred premiums. 5. The amount of stocks and bonds of 
 the United States, and all other bonds, giving names and amounts, with the par 
 and market value of each kind. 6. The amount of loans secured by first mort- 
 gage on real estate. 7. The amount of all other bonds and loans, and how 
 secured, with the rate of interest. 8. The amount of premium notes on policies 
 in force. 9. The amount of notes given for unpaid stock, and how secured. 10. 
 The amount of interest due and unpaid. 11. All other assets. 
 
 Third. — Liabilities. 1. The amount of losses due and unpaid. 2. The amount 
 of losses adjusted but not due. 3. The amount of losses unadjusted. 4. The 
 amount of claims for losses resisted. 5. The amount of money borrowed. 6. 
 The amount required to safely reinsure all outstanding risks according to the 
 American Experience Table of Mortality, and four per cent interest per annum, 
 or the Actuaries’ Combined Experience Table with same rate of interest. 
 
 Fourth . — Income During the Year. 1. The amount of cash premiums received. 
 2. The amount of premium notes received. 3. The amount of interest received 
 from all sources. 4. The amount received from all other sources. 
 
THE INDIANA LAW. 
 
 395 
 
 Fifth . — Expenditures During the Year. i. The amount paid for losses. 2. 
 The amount of dividends paid to policyholders and to stockholders. 3. The 
 amount of commissions and salaries paid to agents. 4. The amount paid to 
 officers for salaries. 5. The amount paid for taxes. 6. The amount of all- other 
 payments and expenditures. 
 
 Sixth. — Miscellaneous. 1. The greatest amount insured on any one life. 2. 
 The amount deposited in other States and Territories as security for policy- 
 holders therein, stating the amount in each State or Territory. 3. The amount 
 of premiums received in this State during the year. 4. The amount paid for 
 losses in this' State during the year. 5. The whole number of policies issued 
 during the year, with the amount of insurance effected thereby, and total amount 
 of insurance at risk. 
 
 Sec. 9. The Auditor of State is authorized to amend the form of annual state- 
 ment, and to propose such additional inquiries as he may think necessary to 
 elicit a full exhibit of the standing of companies organized or doing business 
 under this act. 
 
 Sec. 10. As soon as practicable after the filing of said annual statement of 
 any company organized and doing business under the provisions of this act, m 
 the office of the Auditor of State, he shall proceed to ascertain the net cash value 
 of each policy in force on the 31st day of December immediately preceding, upon 
 the basis of the American Experience Table of Mortality and four per cent 
 interest, or Actuaries’ Combined Experience Table of Mortality and four per 
 cent interest. For the purpose of making such valuation, the Auditor of State 
 may employ a competent actuary to do the same, who shall be paid by the com- 
 pany for which the services are rendered ; but nothing herein shall prevent any 
 company from making said valuation herein contemplated, which may be re- 
 ceived by the Auditor of State upon such proof as he may determine. Upon 
 ascertaining in the manner above provided, the net cash value of all policies in 
 force in any company organized or doing business under this act, the Auditor of 
 State shall notify said company of the amount thereof, and within ninety days 
 after the date of such notification the officers of such company shall deposit with 
 the Auditor of State, for the security and benefit of all its policyhilders, an 
 amount which, together with the sum already deposited with said officer, shall be 
 not less than the amount of such ascertained valuation of all policies in force in 
 the securities described in section 22 of this act, or in certificates of deposit in 
 any solvent bank or trust company. But no company organized under this act 
 shall be required to make such deposit until the cash value of the policies in force 
 as ascertained by the Auditor of State exceeds the amount deposited by said 
 company under Sections 5 or 6 hereof. 
 
 Sec. 11. On receipt of the deposit and statement from any company, as pro- 
 vided in the preceding sections, which shall be renewed annually, the Auditor of 
 State shall issue a certificate setting forth the corporate name of the company; 
 its principal office ; that it has fully complied with the provisions of this act ; 
 stating the amount deposited, and the net cash value of outstanding policies, and 
 the table upon which same is computed, and that it is authorized to transact the 
 business of life insurance : Provided, That any such certificate shall expire on 
 
 the 30th day of May, in the year following its issue. * 
 
 Sec. 12. Upon the failure of any company organized or doing business under 
 this act to make the deposit or file the statement in the time stated herein, the 
 Auditor of State shall notify such company to issue no new policies in this State 
 until there shall have been compliance with said requirement. 
 
 Sec. 13. The Auditor of State may, at any time, make a personal examination 
 of the books, papers and securities of any life insurance company organized 
 or doing business under this act, or may authorize or empower any other suitable 
 person to make such examination, and for the purpose of securing a full and 
 true exhibit of its affairs, he, or the person selected by him to make such ex- 
 amination, shall have power to examine, under oath, any officer of said company 
 relative to its business and management. 
 
 Sec. 14. If the Auditor of State, at any time, find from any report, ex- 
 amination or otherwise, that the assets of any life insurance company, organized 
 or doing business under this act, are less than its liabilities, exclusive of capital 
 stock, he may notify it to cease the issue of new policies or the payment of divi- 
 
396 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 dends to stockholders or policyholders, or both, until the deficiency be made 
 good ; and he may, and if it appear to him that the assets of such company are 
 less than three-fourths of its liabilities, exclusive of capital stock, he shall com- 
 municate the facts to the Attorney-General, who shall, if by him deemed ad- 
 visable, at once apply to the Circuit or Superior Court of the county where the 
 principal office of said company is located, or to a judge of one of the said courts 
 for a receiver for said company, and said court or judge shall forthwith issue a 
 citation to such company to appear at a day and place to be named therein and 
 answer to said application ; and if upon the hearing of said application said court 
 or judge shall find the assets of said company to be less than its liabilities as 
 aforesaid, said court or judge may, and if the assets are found to be less than 
 three-fourths of its liabilities as aforesaid, shall, if practicable, scale its policy 
 liabilities to an amount equal to or less than its assets, or he may provide for the 
 reinsurance of its outstanding policies in some solvent company authorized to 
 do business in this State. If neither of these methods are practicable, said court 
 or judge shall appoint some disinterested person or persons to be receiver or 
 receivers of such company, and said court or judge may provide the mode of 
 proving said claims against such company, and appoint a committee to hear 
 and decide upon them, and may limit and extend the time for the presentation 
 of such claims, and may make all necessary orders in reference to the delivery to 
 and possession of such receiver of the assets and property of such company, and 
 the sale and conveyance of the same by him, and may direct the application of 
 the avails of such assets and property equitably in satisfaction of the claims 
 proved against such company, and the payment of the present value of its out- 
 standing policies to policyholders, either in whole or in part; and said court or 
 judge shall annul the charter and decree the dissolution of such company, and 
 make all other orders and decrees necessary and proper in reference to winding 
 up the affairs of such company, and the disposition of its property. 
 
 Sec. 15. Companies shall have the right at any time to change their securities 
 on deposit, by substituting for those withdrawn a like amount in other securities 
 of the character provided for in this act, and, whenever the annual valuation 
 of policies outstanding and in force against any company is less than the amount 
 of security then on deposit with the Auditor of State, said company shall have the 
 right to withdraw such excess ; but at least twenty-five thousand dollars shall 
 remain on deposit. 
 
 Sec. 16. The Auditor of State shall, at the request of any company doing 
 business under the provisions of this act, make an examination of such company, 
 and shall furnish a certificate of the results of such examination, showing all of 
 its assets and how they are invested, with such other particulars as may be 
 deemed necessary to show the character and condition of said company. The 
 necessary expense of such examination shall be paid by the company. 
 
 Sec. 17. No order, judgment or decree, providing for an accounting or en- 
 joining, restraining or interfering with the prosecution of the business of any 
 insurance corporation, association or society, organized or doing business under 
 the provisions of this act, or appointing a temporary or permanent receiver 
 thereof, shall be made or granted otherwise than upon the application of the 
 Attorney-General on his own motion, or after his approval of a request in writing 
 therefor by the Auditor of State, except in an action by a judgment creditor or 
 in proceedings supplementary to execution. 
 
 Sec. 18. If at any time any company organized under this act shows to the 
 Circuit or Superior Court of the county where its principal offices are located, 
 that it wishes to retire from business, that it has reinsured all its policies, and 
 that it has no unpaid liabilities of any character, such court shall, if it finds such 
 facts to be true, enter an order directing the Auditor of State to surrender to said 
 company all funds or securities theretofore deposited with him by such com- 
 pany. No such order shall be made until the Auditor of State shall have been 
 notified of the pendency of such application at least ten days before the time set 
 for the hearing thereof and until after a full hearing by said court. 
 
 Sec. 19. The Auditor of State shall permit companies having on deposit with 
 him stocks or bonds as security, to collect the interest accruing on such deposits, 
 delivering to their authorized agents, respectively, the coupons or other evi- 
 dences of interest as the same become due, but upon default by any company to 
 
the 'Indiana law. 
 
 3 97 
 
 deposit additional security as called for by the Auditor of State, or pending any 
 proceedings to close up or rejoin it, the Auditor of State shall collect the interest 
 as it becomes due, and add the same to the securities in his hands belonging to 
 such company. 
 
 Sec. 20. Any company organized or doing business under this act without 
 certificate as provided for in either Sections 5 or 6, or in Section 11 of this act, 
 shall forfeit one hundred dollars for every day it continues to write new business 
 in this State without such certificate. 
 
 Sec. 21. Suits brought to recover any of the penalties provided for in this 
 act, shall be instituted in the name of the State of Indiana on relation of the 
 prosecuting attorney of the Circuit Court of the county in which the principal 
 office of said company is located, under the direction and by the authority of the 
 Auditor of State. Said penalties, when recovered, shall be paid into the State 
 treasury, for the use of the school fund. 
 
 Sec. 22. No company organized under the provisions of this act shall invest 
 its funds in any other manner than as follows : In bonds of the United States ; 
 
 in bonds of this State or of any other State, if at or above par; in bonds and 
 mortgages on unincumbered real estate within this State, or in any other State 
 in which said company is transacting an insurance business, worth at least double 
 the amount loaned thereon, and the value of such real estate shall be determined 
 by a valuation made under oath by two freeholders of the county where the real 
 estate is located (if buildings are considered as part of the value of such real 
 estate, they must be insured for the benefit of the mortgagee) ; in bonds or other 
 evidence of indebtedness, bearing interest, of any county, incorporated city, town 
 or school district, within this State, or any other State in which said company is 
 transacting an insurance business, where such bonds or other evidences of in- 
 debtedness are issued by authority of law, and upon which interest has never 
 been defaulted ; in loans upon the pledge of stock, bonds or mortgages of par 
 value, if the current value of such stock, bonds or mortgages is at least twenty- 
 five per cent more than the amount loaned thereon ; and in loans upon its own 
 policies, provided that the amount so loaned shall not exceed the reserve against 
 said policy at the time such loan is made. 
 
 Sec. 23. No company organized under this act shall be permitted to purchase, 
 hold, or convey real estate, except for the purpose and in the manner herein set 
 forth : 
 
 1. For the erection and maintenance of buildings at least ample and adequate 
 for the transaction of its own business. 
 
 2. Such as shall have been mortgaged to it in good faith by way of security 
 loans, for money due ; or 
 
 3. Such as shall have been conveyed to it in satisfaction of debts previously 
 contracted in the course of its dealings ; or 
 
 4. Such as shall have been purchased at sales upon judgments, decrees, or 
 mortgages obtained or made for such debts, and no company incorporated as 
 aforesaid shall purchase, hold, or convey real estate in any other cases or for 
 any other purpose. 
 
 Sec. 24. All real estate acquired as aforesaid, except such as is occupied by 
 the buildings used in whole or in part for the accommodation of such company 
 in the transaction of its business, shall, except as hereinafter provided, be sold 
 and disposed of within ten years after such company shall have acquired title to 
 the same. No such company shall hold such real estate for a longer period than 
 that above mentioned, unless the said company shall procure a certificate from 
 the Auditor of State that the interests of the company will suffer materially by a 
 forced sale of such real estate, in which event the time for the sale may be 
 extended to such time as the said Auditor of State shall direct in said certificate. 
 
 Sec. 25. No corporation organized or doing business under this act shall 
 transfer its risks to or reinsure them in any other corporation, association or 
 society, unless the contract of transfer or reinsurance is first submitted to and 
 approved by a two-thirds vote of a meeting of the insured, called to consider the 
 same, of which meeting a written or printed notice shall be mailed to each policy- 
 holder, at least thirty days before the day fixed for such meeting. No such cor- 
 poration organized or doing business under this act, shall transfer its risks or 
 assets, or any part thereof, to, or reinsure its risks, or any part thereof, in any 
 
398 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 insurance corporation, association or society of any other State or county which 
 is not at the time of such transfer or reinsurance authorized to do business in 
 this State under the laws thereof : Provided, however. That the foregoing declara- 
 tion shall not prevent a company from reinsuring half of its over-average policies 
 in other solvent companies authorized to do business in this State by paying 
 therefor agreed premiums in annual, semi-annual or quarterly instalments. 
 
 Sec 26. The insured in any such corporation shall have the right at any time, 
 with the consent of such corporation, to make a change in his payee or payees, or 
 beneficiary or beneficaries, without requiring the consent of such payee or bene- 
 ficiaries, provided such policy has not been assigned as security for debt, or 
 other legal consideration. 
 
 Sec. 27. Any domestic corporation, association or society, organized under 
 any law of this State, transacting business of life insurance, may be reincorpor- 
 ated or reorganized under the provisions of this act, under its existing corporate 
 name, by filing with the Auditor of State a declaration of its desire to do so, 
 signed and duly acknowledged by a majority of its board of directors, trustees 
 or managers, with a statement in like manner, signed and acknowledged by 
 them, that such corporation, association or society has insured the requisite 
 number of lives as herein provided, or, if a stock company, that it has complied 
 with the requirements of this act concerning subscriptions to its capital stock, 
 and, provided also, they have deposited with the Auditor of State securities 
 herein provided for, whereupon the Auditor of State shall file the same, together 
 with his certificate of such filing, with the Secretary of State, who shall issue to 
 such corporation, association or society a certificate of such reincorporation or 
 reorganization, under the seal of the State, and attach thereto copies of all papers 
 so filed with the Secretary of State, and the same shall be recorded in the office 
 of the Secretary of State, and copies thereof filed in the office of the Auditor of 
 State, and such corporation, association or society shall thereupon be deemed to 
 be reincorporated or reorganized under the provisions of this act. Any such 
 company having on deposit with the Auditor of State securities of the quality 
 herein required, may use the same in whole or in part for making the deposits 
 herein provided for. 
 
 Sec. 28. Such reincorporation or reorganization shall not affect or change 
 the corporate identity of such company, nor shall it affect, in any manner, its 
 corporate rights or liabilities, all of which shall, after such reincorporation or 
 reorganization, remain vested in, or continue against, the said company as re- 
 incorporated or reorganized as they would if there has been no reincorporation 
 or reorganization, except that assessment companies reorganizing under this 
 law may, with the consent of any policyholder of such company, waive any pro- 
 visions contained in his policy or certificate of membership, providing for assess- 
 ing members or reserving the right to call for any additional premiums, usually 
 known as the emergency or safety clause. 
 
 Sec. 29. Nothing in this act shall be construed as affecting or governing life 
 insurance companies, association or societies, or accident insurance companies, 
 doing business on the assessment plan, or organized under any other law of this 
 State, but such life insurance companies may reincorporate and avail themselves 
 of the provisions of this act by complying with conditions as hereinbefore pro- 
 vided in this act. 
 
 Sec. 30. Nothing in this act shall be construed as affecting or governing life 
 insurance companies organized under the laws of any other State or country, 
 and companies organized or doing business under the provisions of this act shall 
 be subject only to its provisions. 
 
 Sec. 31. The Auditor of the State shall charge for filing the preliminary state- 
 ment, or for filing the annual statement required by the provisions of this act, 
 and for issuing the license or authority to do business, the same fees as are now 
 required by law of companies of other States and countries, doing business in 
 this State, for similar services. 
 
 Sec. 32. Whereas, an emergency exists for the immediate taking effect of 
 this act, the same shall be in force from and after its passage. 
 
 Approved by the Governor, February 10, 1899. 
 
THE MASSACHUSETTS LAW. 
 
 399 
 
 MASSACHUSETTS STATE LAWS. 
 
 The laws of the State of Massachusetts impose certain conditions upon life 
 companies chartered in that State, and also upon the general business of life 
 insurance. The charters of the Massachusetts companies should, therefore, be 
 read in connection with the laws relating to domestic corporations. The follow- 
 ing extracts from the Massachusetts statutes give all the sections of the law that 
 have a material bearing upon the subject of life insurance: 
 
 Life Insurance and Life Insurance Companies. 
 
 Sec. 65. What to be Deemed Life Insurance Companies. — All corporations, 
 associations, partnerships, or individuals doing business in this Commonwealth 
 under any charter, compact, agreement, or statute of this or any other State, 
 involving the payment of money or other thing of value to families or repre- 
 sentatives of policy and certificate holders or members, conditioned upon the con- 
 tinuance or cessation of human life, or involving an insurance, guaranty, contract 
 or pledge for the payment of endowments or annuities shall be deemed to be life 
 insurance companies, and shall not make any such insurance, guaranty, contract 
 or pledge in this Commonwealth, or to or with any citizen or resident thereof, 
 which does not distinctly state the amount of benefits payable, the manner of 
 payment and the consideration therefor, nor any such insurance, guarantee, con- 
 tract or pledge, the performance of which is contingent upon the payment of 
 assessments made upon survivors. 
 
 Sec. 66. Companies to Cease Business After Notice. — No life insurance 
 company, after notice, as provided in sections seven and nine, shall issue new 
 policies under its authority to do business in the Commonwealth until its funds 
 have become equal to its liabilities and it has complied with the laws as provided 
 in said sections, and has obtained a certificate to that effect, with license to resume 
 business, from the Insurance Commissioner. 
 
 Sec. 67. Admission of Foreign Life Companies. — A company organized 
 
 under the laws of any other of the United States for the transaction of life 
 insurance may be admitted to do business in this Commonwealth, provided it has 
 the requisite funds of a life insurance company, and in the opinion of the Com- 
 missioner is in sound financial condition, and has policies in force upon not less 
 than one thousand lives for an aggregate amount of not less than one million 
 dollars. Any such company organized under the laws of a State or government 
 other than one of the United States, in addition to the above requirements, must 
 have and keep on deposit or in the hands of trustees, as provided in sections 
 seventy-nine and eighty-one, in exclusive trust for the security of its contracts 
 with policyholders in the United States, funds of an amount equal to the net 
 value of all its policies in the United States and not less than two hundred 
 thousand dollars. 
 
 Sec. 68. Favoritism in Contracts Prohibited. — No life insurance company 
 doing business in Massachusetts shall make or permit any distinction or dis- 
 crimination in favor of individuals between insurants of the same class and 
 equal expectation of life in the amount or payment of premiums or rates charged 
 for policies of life or endowment insurance, or in the dividends or other benefits 
 payable thereon, or in any other of the terms and conditions of the contracts it 
 makes ; nor shall any such company or any agent thereof make any contract of 
 insurance, or agreement as to such contract, other than as plainly expressed in 
 the policy issued thereon ; nor shall any such company or agent pay or allow, 
 or offer to pay or allow as inducement to insurance, any rebate of premium pay- 
 able on the policy, or any special favor or advantage in the dividends or other 
 benefit to accrue thereon, or any valuable consideration or inducement whatever 
 not specified in the policy contract of insurance. 
 
 Sec. 69. Color Discrimination Forbidden. — No life insurance company shall 
 make any distinction or discrimination between white persons and colored 
 
4oo 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 persons wholly or partially of African descent, as to the premiums or rates 
 charged for policies upon the lives of such persons; nor shall any such com- 
 pany demand or require greater premiums from such colored persons than are 
 at that time required by such company from white persons of the same age, 
 sex, general condition of health and prospect of longevity, nor shall any such 
 company make or require any rebate, diminution, or discount upon the amount 
 to be paid on such policy in case of the death of such colored person insured, 
 nor insert in the policy any condition, nor make any stipulation whereby such 
 person insured shall bind himself or his heirs, executors, administrators and 
 assigns to accept any sum less than the full value or amount of such policy in 
 case of a claim accruing thereon by reason of the death of such person insured, 
 other than such as are imposed upon white persons in similar cases ; and any 
 such stipulation or condition so made or inserted shall be void. 
 
 Any such company which shall refuse the application of any such colored 
 person for insurance upon such person’s life shall furnish such person, on his 
 request therefor, with the certificate of some regular examining physician of 
 such company who made the examination, stating that such refusal was not 
 because such applicant is a person of color, but solely upon such grounds of the 
 general health and prospect of longevity of such person as would be applicable 
 to white persons of the same age and sex. 
 
 Sec. 70. Surplus Account in Annual Statement. — Every life insurance com- 
 pany doing business in Massachusetts shall report in its annual statement the 
 amount of forfeitures and undivided surplus on lapsed or terminated policies 
 which it holds for or which is to accrue to the benefit of any class of its policy- 
 holders, whether or not dividends thereof have been declared or allotment made, 
 and whether or not liable for obligations of the company until distribution 
 thereof is made ; also the amount of surplus, not ordered to be distributed and 
 not included in the annual statement as dividends due to policyholders, and not 
 appropriated to the permanent safety fund under the provisions of section 
 seventy-five, accrued from and contributed by its policies in force. 
 
 Sec. 7 1. Medical Examination. — No life insurance company organized under 
 the laws of or doing business in this commonwealth shall enter into any contract 
 of insurance upon lives within this commonwealth without having previously 
 made or caused to be made a prescribed medical examination of the insured by a 
 registered medical practitioner. 
 
 Any insurance company violating the provisions of this section, or any officer, 
 agent or other person soliciting or effecting, or attempting to effect, a contract 
 of insurance contrary to the provisions hereof, shall be punished by a fine of not 
 more than one hundred dollars for each offense. 
 
 Sec. 72. Reinsurance by Domestic Companies. — No domestic life insurance 
 company shall reinsure its risks except by permission of the Insurance Com- 
 missioner ; but may reinsure not exceeding one-half of any individual risk. 
 
 Sec. 73. Rights of Creditor and Beneficiary. — When a policy of insurance is 
 effected by any person on his own life, or on another life in favor of some person 
 other than himself having an insurable interest therein, the lawful beneficiary 
 thereof, other than himself or his legal representatives, shall be entitled to its 
 proceeds against the creditors and representatives of the person effecting the 
 same; and the person to whom a policy of life insurance, hereafter issued, is 
 made payable may maintain an action thereon in his own name ; provided, that, 
 subject to the statute of limitation, the amount of any premiums for said in- 
 surance paid in fraud of creditors, with interest thereon, shall inure to their 
 benefit from the proceeds of the policy; but the company _ issuing the policy 
 shall be discharged of all liability thereon by payment of its proceeds in ac- 
 cordance with its terms, unless, before such payment, the company shall have 
 written notice by or in behalf of some creditor, with specification of the amount 
 claimed, claiming to recover for certain premiums paid in fraud of creditors. 
 
 Every policy of life insurance made payable to or for the benefit of a married 
 woman, or after its issue assigned, transferred, or in any way made payable 
 to a married woman, or to any person in trust for her or for her benefit, whether 
 procured by herself, her husband or by any other person, and whether the 
 assignment or transfer is made by her husband, or by any other person, shall 
 inure to her separate use and benefit, and to that of her children, subject to the 
 
THE MASSACHUSETTS LAW. 
 
 401 
 
 provisions of this section relating to premiums paid in fraud of creditors ; and 
 those of section seventy-six 
 
 In any claim arising under a policy which has been issued in this Common- 
 wealth by any life insurance company, without previous medical examination, or 
 without the knowledge and consent of the insured, or, in case said insured is a 
 minor, without the consent of the parent, guardian or other person having legal 
 custody of said minor, the statements made in the application as to the age, 
 physical condition and family history of the insured shall be held to be valid and 
 binding upon the company; provided, however, that the company shall not be 
 debarred from proving as a defense to such claim that said statements were 
 wilfully false, fraudulent or misleading; and provided, further, that every policy 
 which contains a reference to the application of the insured, either as a part of 
 the policy or as having any bearing thereon, must have attached thereto a correct 
 copy of the application, and unless so attached the same shall not be considered 
 a part of the policy or received in evidence. Each application for such policy shall 
 have printed upon it in large bold-faced type the following words : “Under the 
 
 laws of Massachusetts, each applicant for a policy of insurance to be issued 
 hereunder is entitled to be furnished with a copy of this application attached to 
 any policy issued thereon.” 
 
 Any solicitor, agent, examining physician, or other person who shall knowingly 
 or wilfully make any false or fraudulent statement or representation in or with 
 reference to any application for insurance, or who shall make any such statement 
 for the purpose of obtaining any fee, commission, money or benefit in any cor- 
 poration transacting business under this act, shall be guilty of a misdemeanor, 
 and upon conviction shall be punished by a fine of not less than one hundred 
 nor more than five hundred dollars, or imprisonment in the county jail for not 
 less than thirty days nor more than one year, or both, at the discretion of the 
 court ; and any person who shall wilfully make a false statement of any material 
 fact or thing in a sworn statement as to the death or disability of a policy or 
 certificate holder in any such corporation, for the purpose of procuring payment 
 of a benefit named in the certificate of such holder, shall be guilty of perjury. 
 
 After the first day of October, in the year eighteen hundred and ninety-four, 
 no life insurance company transacting business under this act shall issue any 
 policy to a resident of this Commonwealth which does not bear in bold letters 
 upon its face a plain description of the policy, so fully defining its character, in- 
 cluding the dividend periods and other peculiarities, that the holder thereof shall 
 not be liable to mistake the nature or scope of the contract. 
 
 Domestic Mutual Life Companies. 
 
 Sec. 74. Policyholders are Members. — Every person insured by a domestic 
 mutual life insurance company shall be a member entitled to one vote, and one 
 vote additional for each five thousand dollars of insurance in excess of the first 
 five thousand dollars, and shall be notified of its annual meetings by written 
 notice or by an imprint in the form prescribed in section forty upon the back of 
 each policy, receipt or certificate of renewal. 
 
 Members may vote by proxies dated and executed within three months and 
 returned and recorded on the books of the company seven days or more before 
 the meeting at which they are to be used ; but no person shall be allowed as 
 proxy or otherwise to cast more than twenty votes, and no officer shall himself, 
 or by another, ask for, receive, procure to be obtained, or use a proxy vote. 
 
 Sec. 75. The stockholders of the guaranty capital of any such company shall 
 be entitled to such annual dividends not exceeding eight per cent, payable from 
 the net surplus, as may have been agreed upon in the subscription thereof. Any 
 such company may redeem its guaranty capital by appropriation of net surplus for 
 that purpose, whenever its members so vote. 
 
 Distribution of Surplus. — The directors of any domestic life insurance com- 
 pany, out of the funds remaining after providing for the reserve required by the 
 provisions of section eleven, and for all other liabilities, may from time to time 
 make to policyholders not in arrears distributions of surplus not inconsistent 
 with the terms of their policies. Such distributions to policyholders shall be 
 made upon the contribution to surplus plan. 
 
402 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 76. Non-Forfeiture of Policies. — All policies issued prior to the first day 
 of January, in the year nineteen hundred and one, by any domestic life insurance 
 company shall be subject to the provisions of law limiting forfeiture which are 
 applicable and in force at the date of their issue. No policy of life or endowment 
 insurance issued by any such company after the thirty-first day of December, in 
 the year nineteen hundred, shall become forfeit or void for non-payment of pre- 
 mium after three full annual premiums have been paid thereon; but in case of 
 default in the payment of any subsequent premium, then without any further 
 stipulation or act such policy shall be binding upon the company for the amount 
 of paid up insurance which the then net value of the policy and all dividend 
 additions thereon, computed by the rule of section eleven, less any indebtedness 
 to the company on account of said policy, and less the surrender charge pro- 
 vided herein, will purchase as a net single premium for life or endowment in- 
 surance maturing or terminating at the time and in the manner provided in the 
 original policy contract ; and such default shall not change or affect the condi- 
 tions or terms of the policy, except as regards the payment of premiums and the 
 amount payable thereon. Said surrender charge, unless fixed at a smaller rate 
 by the policy, shall be five per cent of the present value of the future net pre- 
 miums at the date of default, which by its terms said policy is exposed to payment 
 in case of its continuance, computed upon the rate of mortality and interest 
 assumed in section eleven. But any company may contract with its policyholders 
 to furnish, in lieu of the paid up insurance provided for in this section, any other 
 form of life insurance lawful in this commonwealth, of not less value. Every 
 such paid up policy shall have a cash surrender value, which shall be its net 
 value, less any indebtedness to the company on account of said policy, and every 
 policy which by its own terms has become paid up shall have a cash surrender 
 value, which shall be its net value, less five per cent of one net premium, and the 
 holder of any paid up policy may upon any anniversary of its issue surrender the 
 same and claim and recover from the company such surrender value in cash. 
 But no surrender of a policy shall be made without the written assent of the 
 person to whom the policy is made payable. On policies of prudential or in- 
 dustrial insurance on which the weekly premiums are not more than fifty cents 
 each the surrender value shall in all cases be payable in cash, which shall be a 
 legal claim for not more than two years from the date of lapse. Any condition 
 or stipulation in the policy or elsewhere which is contrary to the provisions of 
 this section, and any waiver of such provisions by the insured, shall be void. 
 
THE NEW YORK LAW. 
 
 403 
 
 NEW YORK STATE LAWS. 
 
 The following extracts from the insurance laws of the State of New York 
 include the sections especially applicable to the business of life insurance. They 
 are taken from the codified laws of 1892 amended in 1893-4: 
 
 Sec. 83. Distribution of Surplus to Policyholders. — Any domestic life in- 
 surance corporation may ascertain at any given time, and from time to time, the 
 proportion of surplus accruing to each policy from the date of the last to the 
 date of the next succeeding premium payment, and may distribute the proportion 
 found to be equitable either in cash, in reduction of premium or in reversionary 
 insurance, payable with the policy and upon the same conditions as therein ex- 
 pressed at the next succeeding date of such payment, notwithstanding anything 
 in the charter of such corporation to the contrary. 
 
 Sec. 84. Valuation of Policies. — The Superintendent of Insurance shall an- 
 nually make valuations of all outstanding policies, additions thereto, unpaid divi- 
 dends, and all other obligations of every life insurance corporation doing busi- 
 ness in this State. All valuations made by him or by his authority shall be made 
 upon the net premium basis, according to the standard of valuation adopted by 
 the company for the obligation to be valued, provided , that in every case the 
 standard of valuation employed shall be stated in his annual report. Any com- 
 pany may adopt different standards for obligations of different dates or classes, 
 but if the total value determined by any such standard for the obligations for 
 which it has been adopted shall be less than that determined by the legal minimum 
 standard hereinafter prescribed, or if the company adopt no standard, said legal 
 minimum standard shall - be used. The legal minimum standard for contracts 
 issued before the first day of January, nineteen hundred and one, shall be the 
 Actuaries’ or Combined Experience Table of mortality with interest at four per 
 centum per annum, and for contracts issued on or after said day shall be the 
 American Experience Table of Mortality with interest at three and one-half per 
 centum per annum. The Superintendent may vary the standards of interest and 
 mortality in the case of corporations from foreign countries ; and in particular 
 cases of invalid lives and other extra hazards, and value policies in groups, use 
 approximate averages for fractions of a year and otherwise, and calculate values 
 by net premiums or otherwise and accept the valuation of the Department of In- 
 surance of any other State in place of the valuation herein required if the insur- 
 ance officer of such State accepts as sufficient and valid for all purposes the certi- 
 ficate of valuation of the Superintendent of Insurance of this State. 
 
 Sec. 85. When Actual Premium is Less than Net Premium. — When the 
 actual premium charged for an insurance by any life insurance corporation 
 doing business in this State is less than the net premium for such insurance 
 computed according to the table of mortality and rate of interest prescribed 
 in this article, such corporation shall be charged as a separate liability with the 
 value of an annuity, the amount of which shall equal the difference between such 
 premiums and the term of which in years shall equal the number of future 
 annual payments due on such insurance at the date of the valuation. 
 
 Sec. 86. What Shall be Allowed as Assets. — In estimating the condition of 
 any life insurance corporation, under the provisions of this chapter, or in any 
 examination made by him, or by an examiner appointed by him, the superin- 
 tendent shall allow as assets only such investments as are authorized by the laws 
 of this State, at the date of examination, and shall charge as liabilities, in addi- 
 tion to the capital stock, all outstanding indebtedness of the corporation, and the 
 premium reserve on policies, and additions thereto in force computed according 
 to the table of mortality and rate of interest prescribed in this article. Any 
 assets or securities lawfully held or acquired for the satisfaction, reduction or 
 guarantee of any indebtedness to the corporation shall be allowed as assets at 
 their just value in the judgment of the Superintendent, but the total assets in- 
 vested and otherwise of every domestic life insurance corporation shall be held 
 to be accumulations for the exclusive benefit of policyholders, and no payment to 
 
404 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 stockholders shall be made therefrom until all obligations to policyholders and 
 creditors have been fully provided for, including the reserve required by this 
 chapter to be determined by the Superintendent of Insurance. Whenever it shall 
 appear to the said Superintendent from the statement of any life insurance cor- 
 poration made to the Insurance Department or from an examination of the 
 affairs of any such corporation (if a stock corporation) that its capital stock is 
 impaired to the extent of fifty per centum thereof, upon the basis of such reserve 
 liability for policies and annuities in force as may be the standard used within 
 this State at the time of ascertaining such impairment, it shall be the duty of 
 the said Superintendent, if the corporation is organized under the laws of any 
 other State or country, to revoke the certificate of authority issued to the agent 
 or agents of any corporation, and cause a notice thereof to be published in the 
 State paper for four weeks, and the agent or agents of such corporation are. 
 after such notice, required to discontinue the issuing of any new policies. If the 
 corporation so impaired is organized under the laws of this State, it shall be the 
 duty of said Superintendent to direct the officers thereof to require the stock- 
 holders to make good in cash the amount of such deficiency within ninety days 
 after the date of his requisition. And upon the failure of the stockholders to 
 make good such deficiency within the time specified in such requisition, the cor- 
 poration shall then be subject to the provisions of section twenty-one of this 
 chapter. Provided that any corporation organized under the laws of this State, 
 whose capital is impaired as above fifty per centum, may by a vote of a majority 
 of its directors at a meeting called for that purpose reduce its capital stock to an 
 amount not less than one hundred thousand dollars ; and the said directors are 
 hereby empowered to issue new certificates of stock to the stockholders for the 
 amount of the reduced capital, and require in return all certificates previously 
 issued. 
 
 Sec. 87. Restrictions as to Dividends Removed. — Any domestic life insurance 
 corporation which by its charter or articles of association is restricted to making 
 a dividend only once in two or more years may hereafter, notwithstanding any- 
 thing to the contrary in such charter or articles, make and pay over dividends 
 annually, or at longer intervals, in the manner and proportions and among the 
 parties provided for in such charter or articles. 
 
 Sec. 88. Surrender Value of Lapsed or Forfeited Policies. — Whenever any 
 policy of life insurance issued after January 1, eighteen hundred and eighty, by 
 any domestic life insurance corporation, after being in force three full years, 
 shall, by its terms, lapse or become forfeited for the non-payment of any premium 
 or any note given for a premium or loan made in cash on such policy as security, 
 or of any interest on such note or loan, the reserve on such policy computed 
 according to the American experience table of mortality, at the rate of four 
 and one-half per cent per annum, shall, on demand made, with surrender of the 
 policy within six months after such lapse or forfeiture, be taken as a single pre- 
 mium of life insurance at the published rates of the corporation at the time the 
 policy was issued, and shall be applied, as shall have been agreed in the ap- 
 plication or policy, either to continue the insurance of the policy in force at its 
 full amount so long as such single premium will purchase temporary insurance 
 for that amount, at the age of the insured at the time of lapse or forfeiture, or to 
 purchase upon the same life at the same age paid-up insurance payable at the 
 same time and under the same conditions, except as to payments of premiums, 
 as the original policy. If no such agreement be expressed in the application or 
 policy, such single premium may be applied in either of the modes above specified 
 at the option of the owner of the policy, notice of such option to be contained in 
 the demand hereinbefore required to be made to prevent the forfeiture of the 
 policy. 
 
 The reserve hereinbefore specified shall include dividend additions calculated 
 at the date of the failure to make any of the payments above described accord- 
 ing to the American experience table of mortality with interest at the rate of 
 four and one-half per cent per annum after deducting any indebtedness of the 
 insured on account of any annual or semi-annual or quarterly premium then 
 due, and any loan made in cash on such policy, evidence of which is acknowl- 
 edged by the insured in writing. 
 
 The net value of the insurance given for such single premium under this 
 
THE NEW YORK LAW. 
 
 405 
 
 section, computed by the standard of this State, shall in no case be less- than 
 two-thirds of the entire reserve computed according to the rule prescribed in 
 this section after deducting the indebtedness as specified ; but such insurance 
 shall not participate in the profits of the corporation. 
 
 If the reserve upon any endowment policy applied according to the provisions 
 of this section as a single premium of temporary insurance be more than sufficient 
 to continue the insurance to the end of the endowment term named in the policy, 
 and if the insured survive that term, the excess shall be paid in cash at the end 
 of such term, on the conditions on which the original policy was issued. 
 
 This section shall not apply to any case where the provisions of the section 
 are specifically waived in the application and notice of such waiver is written or 
 printed in red ink on the margin of the face of the policy when issued. 
 
 Sec. 89. Discriminations Prohibited. — No life insurance corporation doing 
 business in this State shall make any discrimination in favor of individuals of the 
 same class or of the same expectation of life either in the amount of premium 
 charged or in any return of premium, dividends or other advantages. No agent 
 of any such corporation shall make any contract for insurance or agreement as 
 to such contract other than that which is plainly expressed in the policy issued. 
 
 No such corporation or agent thereof shall pay or allow, or offer to pay, or 
 allow as an inducement to any person to insure any rebate of premium, or any 
 special favor or advantage whatever, in the dividends to accrue thereon, or any 
 inducement whatever not specified in the policy. 
 
 If it shall appear to the satisfaction of the Superintendent of Insurance, after 
 a hearing by him upon due notice, that any corporation is issuing policies or 
 making contracts that are directly or indirectly in violation of this section, he 
 shall, upon the written approval of the Attorney-General, require such corpora- 
 tion and its officers and agents to refrain, within twenty days, from making any 
 such policy or contract. No such corporation shall make any agreement with 
 any of its officers, trustees or salaried employees whereby it agrees that for any 
 services rendered or to be rendered thereafter by such official, trustee or em- 
 ployee, he shall receive any salary, compensation or emolument that will extend 
 beyond a period of twelve months from the date of such agreement or contract. 
 
 If any such corporation, or officer or agent thereof, shall fail to comply with 
 the provisions of this section, the Superintendent shall, within twenty days after 
 such failure, publish a notice of the fact in the State paper once a week for four 
 weeks, and institute such proceedings in law as may be necessary to restrain 
 such violation of this section. 
 
 Sec. 90. Discriminations Against Colored Persons Prohibited. — No life in- 
 surance corporation doing business within this State shall make any distinction 
 or discrimination between white persons and colored persons, wholly or partially 
 of African descent, as to the premiums or rates charged for policies upon the 
 lives of such persons, or in any other manner whatever ; nor shall any such cor- 
 poration demand or require a greater premium from such colored persons than 
 is at that time required by such corporation from white persons of the same 
 age, sex, general condition of health and prospect of longevity; nor shall any 
 such corporation make or require any rebate, diminution or discount upon the 
 amount to be paid on such policy in case of the death of such colored persons 
 insured, nor insert in the policy any condition, nor make any stipulation whereby 
 such person insured shall bind himself, or his heirs, executors, administrators 
 and assigns to accept any sum less than the full value or amount of such policy 
 in case of a claim accruing thereon by reason of the death of such person insured, 
 other than such as are imposed upon white persons in similar cases ; and any 
 such stipulation or condition so made or inserted shall be void. 
 
 Sec. 91. Certificate of Authority of Agents. — No person shall act as agent, 
 sub-agent or broker, in the solicitation or procurement of applications for in- 
 surance or for any policy of insurance, for any life insurance corporation doing 
 business in this State, without first procuring from the Superintendent of In- 
 surance a certificate of authority, which must be renewed annually on the first 
 day of January, or within sixty days thereafter, and a duplicate of which shall 
 be filed in the office of the Superintendent. 
 
 Agents operating solely for companies transacting industrial or prudential in- 
 surance on the weekly payment plan of insurance are exempted from the pro- 
 
406 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 visions of this section, and this exemption shall apply to all agents representing 
 foreign life insurance corporations transacting business upon the prudential or 
 industrial plan. 
 
 On the conviction of any person acting as agent, sub-agent or broker, of the 
 commission of any act which is a violation of any of the provisions of this and 
 the preceding section, the Superintendent shall immediately revoke the certificate 
 of authority issued to him, and no such certificate shall thereafter be issued to 
 such convicted person by the Superintendent for three years from the date of his 
 conviction. 
 
 Sec. 92. No Forfeiture of Policy Without Notice. — No life insurance cor- 
 poration doing business in this State shall within one year after the default in pay- 
 ment of any premium, instalment or interest, declare forfeited, or lapsed, any policy 
 hereafter issued or renewed, and not issued upon the payment of monthly or 
 weekly premiums, or unless the same is a term insurance contract for one year 
 or less, nor shall any such policy be forfeited, or lapsed, by reason of non-payment 
 when due of any premium, interest or instalment or any portion thereof required 
 by the terms of the policy to be paid, unless a written or printed notice stating 
 the amount of such premium, interest, instalment, or portion thereof, due on such 
 policy, the place where it should be paid, and the person to whom the same is 
 payable, shall be duly addressed and mailed to the person whose life is insured, 
 or the assignee of the policy, if notice of the assignment has been given to the 
 corporation, at his or her last known postoffice address, postage paid by the cor- 
 poration, or by an officer thereof, or person appointed by it to collect such pre- 
 mium. at least fifteen and not more that forty-five days prior to the day when 
 the same is payable. 
 
 The notice shall also state that unless such premium, interest, instalment, or 
 portion thereof, then due, shall be paid to the corporation, or to a duly ap- 
 pointed agent or person authorized to collect such premium by or before the day 
 it falls due, the policy and all payments thereon will become forfeited and void 
 except as to the right to a surrender value or paid-up policy as in this chapter 
 provided. 
 
 If the payment demanded by such notice shall be made within its time limited 
 therefor, it shall be taken to be in full compliance with the requirements of the 
 policy in respect to the time of such payment ; and no such policy shall in any case 
 be forfeited or declared forfeited, or lapsed, until the expiration of thirty days 
 after the mailing of such notice. 
 
 The affidavit of any officer, clerk or agent of the corporation, or of any one 
 authorized to mail such notice, that the notice required by this section has been 
 duly addressed and mailed by the corporation issuing such policy shall be pre- 
 sumptive evidence that such notice has been duly given. No action shall be 
 maintained to recover under a forfeited policy, unless the same is instituted 
 within one year from the day upon which default was made in paying the pre- 
 mium, instalment, interest or portion thereof for which it is claimed that for- 
 feiture ensued. 
 
INDEX. 
 
 PAGE 
 
 y£tna Life Insurance Company 5 
 
 Bankers Life Insurance Company of New York 15 
 
 Berkshire Life Insurance Company 21 
 
 Central Life Assurance Society of the United States 27 
 
 Citizens Life Insurance Company 33 
 
 Colonial Life Insurance Company of America 37 
 
 Columbian National Life Insurance Company 38 
 
 Connecticut General Life Insurance Company 42 
 
 Connecticut Mutual Life Insurance Company 48 
 
 Conservative Life Insurance Company 57 
 
 Des Moines Life Insurance Company 62 
 
 Equitable Life Insurance Company of Iowa 66 
 
 Equitable Life Assurance Society of the United States 70 
 
 Federal Life Insurance Company 79 
 
 Fidelity Mutual Life Insurance Company 90 
 
 Franklin Life Insurance Company 93 
 
 Germania Life Insurance Company 95 
 
 Hartford Life Insurance Company 104 
 
 Home Life Insurance Company 112 
 
 Inter-State Life Assurance Company 118 
 
 John Hancock Mutual Life Insurance Company 119 
 
 Life Insurance Company of Virginia 121 
 
 Manhattan Life Insurance Company 133 
 
 Maryland Life Insurance Company of Baltimore 140 
 
 Massachusetts Mutual Life Insurance Company 144 
 
 Metropolitan Life Insurance Company 150 
 
 Michigan Mutual Life Insurance Company 157 
 
 Minnesota Mutual Life Insurance Company 163 
 
 Mutual Benefit Life Insurance Company 168 
 
 Mutual Life Insurance Company of New York 174 
 
 Mutual Reserve Life Insurance Company 187 
 
 National Life Insurance Company of Vermont 191 
 
 National Life Insurance Company of the United States of America 2or 
 
 New England Mutual Life Insurance Company 204 
 
 New York Life Insurance Company 209 
 
4o 8 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 PAGE 
 
 Northwestern Mutual Life Insurance Company 217 
 
 Pacific Mutual Life Insurance Company 236 
 
 Penn Mutual Life Insurance Company 242 
 
 Phoenix Mutual Life Insurance Company.... 255 
 
 Pittsburg Life and Trust Company 267 
 
 Presbyterian Ministers Fund 282 
 
 Provident Life and Trust Company 287 
 
 Provident Savings Life Assurance Society 300 
 
 Prudential Insurance Company of America 305 
 
 Reliance Life Insurance Company 31 1 
 
 Security Life and Annuity Company of America 315 
 
 Security Mutual Life Insurance Company 323 
 
 Security Trust and Life Insurance Company 330 
 
 State Life Insurance Company 339 
 
 State Mutual Life Assurance Company 340 
 
 Travelers Insurance Company 347 
 
 Union Central Life Insurance Company 358 
 
 Union Mutual Life Insurance Company 364 
 
 United States Life Insurance Company 369 
 
 Washington Life Insurance Company 379 
 
 Wisconsin Life Insurance Company 386 
 
 STATE LAWS. 
 
 Laws of Indiana 393 
 
 Laws of Massachusetts 399 
 
 Laws of New York 403 
 
SUPPLEMENT TO CHARTERS OF AMERICAN 
 LIFE INSURANCE COMPANIES 
 
 Corrected to March 1, 1911 
 
y£TNA LIFE. 
 
 409 
 
 .etna life insurance company. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Section i. The general and executive officers of the company shall consist 
 of a president, two vice-presidents, a secretary, agency secretary, assistant 
 secretary, treasurer, assistant treasurer and an auditor, and such additional 
 officers as the board of directors may from time to time deem necessary for 
 the convenient transaction of the business of the company. 
 
 Sec. 5. Any of the officers named in Section 1 hereof shall have authority 
 to make and to withdraw deposits in bank; but the board of directors shall 
 have power at any time to revoke such authority. Such additional officers as 
 may at any time be chosen by the board of directors under the provisions of 
 section 1 hereof shall have such powers as said board shall determine. 
 
 Sec. 6. A vice-president, two secretaries, and such number of assistant 
 secretaries as required for the convenient conduct of the business of the acci- 
 dent and liability department shall be chosen, who shall have charge of the 
 business pertaining to that department, subject to the supervision of the general 
 and executive officers and directors of the company, and the vice-president or 
 either secretary or assistant secretary shall have power to make and to with- 
 draw deposits in banks of funds belonging to that department, unless revoked 
 by the directors or the president. 
 
 Sec. 7. The board of directors shall annually elect an actuary, and such 
 associate or associates as the business may require. They shall also elect a 
 medical director and such associate medical directors as may be necessary. 
 
 Sec. 8. There shall be two standing committees, a committee on finance, 
 and a committee on claims. The president shall ex-officio be a member of each 
 of said committees. 
 
 Sec. 9. The finance committee shall consist of the president and three 
 directors. Said committee shall have the supervision and management of the 
 finances of the company, subject to approval by the board of directors. 
 
 Sec. 10. The committee on claims shall consist of the president, vice-presi- 
 dent and medical director. Said committee shall examine and decide upon all 
 claims for losses arising under policies of life insurance. 
 
 Sec. 11. Regular meetings of the board of directors shall be held on Thurs- 
 day of each week. Notice of such meetings shall be given by the secretary, 
 and special meetings shall be called by the secretary at the request of the 
 president or three directors. 
 
 Sec. 12. Three directors shall constitute a quorum for the transaction of 
 business. 
 
 Sec. 13. Stock shall be transferable only on the books of the company in 
 person or by power of attorney. 
 
 Sec. 14. The president, either vice-president, secretary or treasurer of the 
 company is authorized to transfer stock owned by the company in the case of 
 sale, and stocks held as collateral security for loans when said loans have been 
 paid; also to execute releases of mortgages upon real estate standing in the 
 
4io 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 name of the company upon payment of the loans for which such mortgages 
 were given, and to execute deeds or transfers of real estate when the property 
 is sold; also to execute such other transfers and releases as they may from 
 time to time be empowered by the board of directors. 
 
 Sec. 15. These by-laws may be rescinded, altered, or amended, at any annual 
 meeting of the stockholders or at a special meeting of the stockholders called 
 for that purpose; such meeting to be held at the home office of the company 
 in Hartford, Conn., and ten days written or printed notice of such meeting 
 shall be given to each stockholder. Subject to these by-laws and any amend- 
 ments thereof, the board of directors may, by a vote of the majority of the 
 entire board, at a meeting duly called for that purpose, make such additional 
 by-laws as they shall deem necessary for the proper transaction of the business 
 of the company. 
 
 THE BANKERS LIFE INSURANCE COMPANY OF THE 
 CITY OF NEW YORK. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 1. Directors. — The board of directors shall consist of twenty-one members, 
 and they shall have the entire management of the company. 
 
 2. Meetings of Directors. — Regular meetings of the board of directors shall 
 be held monthly at the home office of the company, at such time as may be 
 decided upon by resolution of the board. 
 
 At such meetings the president shall submit statements of the company 
 bearing upon its condition — both in financial and insurance matters. 
 
 Reports of the proceedings of the various committees shall also be submitted 
 at such time. The minutes of the board shall be kept by the secretary, who 
 shall act as clerk of the board. 
 
 3. Officers of Company. — The officers of the company shall consist of a 
 president, a first, a second and a third vice-president, a secretary and a treas- 
 urer, and two or more of said offices, except that of president, may be filled 
 by one individual. 
 
 4. Special Meetings; How Called. — The president may call a special meeting 
 of the directors, in his discretion; he shall also call a special meeting whenever 
 seven of the directors shall request him, in writing, to do so. All special and 
 regular meetings shall be called by sending a written or printed notice to each 
 director, but no business shall be transacted at a special meeting except that 
 referred to in said notice, unless with the consent of a majority of the whole 
 board, expressed by their votes at such meeting. 
 
 5. Quorum. — Seven directors shall constitute a quorum for the transaction 
 of business, the president or one of the vice-presidents being one of the number. 
 
 6. Committees; How Appointed. — The president shall be ex-officio a member 
 of all committees ; he shall appoint from the board of directors an executive 
 committee of five members, and other committees as he may consider advisable, 
 or as the board shall determine. 
 
BANKERS LIFE OF NEW YORK. 
 
 411 
 
 7. Duties of President. — The president shall have the general direction and 
 superintendence of the affairs of the company and shall render reports of same 
 at every regular meeting of the directors ; he shall preside at all the meetings 
 of the board and of the stockholders, negotiate purchases and sales of securities 
 under direction of the executive committee, and, jointly with the secretary and 
 treasurer, shall have charge of all the securities and property of the company. 
 
 14. Contracts for Insurance; by Whom Made. — The officers of the company 
 shall have power, under the rules and regulations of the board of directors, 
 to negotiate contracts for insurance on life and for annuity and all other 
 contracts necessary for the company in the management of its affairs. All 
 such contracts shall be signed by the president, or, in his absence or in the 
 event of his death, disability or resignation, by one of the vice-presidents, in 
 conjunction with either the secretary or the treasurer. 
 
 16. Executive Committee. — The executive committee, three members of 
 which shall constitute a quorum, shall meet weekly, and assist the president in 
 the general management and conduct of the business of the company; it shall 
 have power to invest all surplus funds of the company in such securities, loans, 
 or other investments authorized by law as, in its discretion, it may deem 
 proper, and shall have power to order the sale, assignment or transfer of such 
 securities, loans or other investments. All investments or sales of stocks or 
 bonds shall be made in the name of the company, with power on the part of 
 the president, or one of the vice-presidents, in conjunction with the secretary, 
 or treasurer to effect sales, assignments and transfers in the name of the 
 company, under the direction of the executive committee. 
 
 17. Claim Committee. — There shall be a claim committee consisting of the 
 president, medical director, and general counsel, to which shall be referred all 
 claims made under policies for losses resulting from death or disability, and 
 no such claim shall be paid without the approval in writing of at least two 
 members of said committee. 
 
 18. Funds of Company. — All moneys shall be deposited in the name of the 
 company, in such banks, trust companies, or depositaries as shall be designated 
 by said board or executive committee, it being required that all checks against 
 the funds of the company shall be signed by the president or one of the vice- 
 presidents, together with the secretary or the treasurer. 
 
 Bond and stock securities of the company shall be kept in an approved safe 
 deposit company and shall be accessible only by the president or vice-president, 
 together with the secretary or treasurer. 
 
 19. Officers to Determine Rates, Etc. — The officers may determine the rates 
 of premium, the amounts to be insured on any one life, and the terms of 
 insurance, and shall have power to purchase, for the benefit of the company, 
 any policies of insurance, dividends or other obligations issued by the company, 
 and also any claim of policyholders for profits growing out of its business. 
 
 20. Removal of Officers, Etc. — The board of directors may remove from 
 office, by a three-fourths vote of all the members of the board, any officer or 
 director. 
 
 21. Bonds of Employees. — The board of directors may require such officials 
 
412 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 and employees as it may designate, to file satisfactory bonds for the faithful 
 performance of their duties, such bonds to be in the custody of the president. 
 
 22. Loans on Real Estate. — Before any money is paid out for authorized 
 loans on real estate, the president shall receive the bond, duly executed, a 
 satisfactory policy of insurance (when fire insurance is required), and the 
 certificate of such attorney or counsel for the company as may be retained 
 by the president for that purpose, that the title is valid and unencumbered, 
 and that the mortgage has been duty executed and delivered for record. 
 
 23. Examining Committee. — The accounts and assets of the company, as of 
 the 30th day of June and the 31st day of December in each year, shall be 
 examined by a special committee, appointed by the president, of not less than 
 three directors, none of whom shall be members of the executive committee 
 nor officers of the company, and whose report shall be placed on the minutes. 
 
 25. By-Laws ; How Altered. — These by-laws shall not be altered or amended, 
 except at a meeting specially called for that purpose, or at a regular meeting 
 subsequent to the meeting at which notice shall have been given of such 
 intention. 
 
 26. These by-laws shall take effect from the date of adoption thereof. 
 (Nov. 13, 1906.) 
 
 THE BANKERS RESERVE LIFE COMPANY. 
 
 Articles of Incorporation. 
 
 Article i. The name of this corporation shall be The Bankers 
 Reserve Life Company. 
 
 Article 2. The principal place of business of the company shall 
 be in the city of Omaha, Nebraska. 
 
 Article 3. The company is formed for the purpose of conducting 
 a general life insurance business on the legal reserve plan and making 
 insurance on the lives of individuals, and all and every insurance 
 pertaining thereto or connected therewith, including the granting, 
 purchasing and disposing of annuities and endowments. 
 
 Article 4. The capital stock of the company shall be one hundred 
 thousand dollars ($100,000) divided into one thousand shares of one 
 hundred dollars ($100) each, all of which shall be fully subscribed 
 and paid in cash before commencing business. 
 
 Article 5. The company may do business under these articles of 
 incorporation when same shall have been filed according to law, until 
 December 30th, 2006, unless sooner dissolved by law. 
 
 Article 6. The company shall not become indebted to an amount 
 exceeding two-thirds of its capital stock, save and except with respect 
 to risks of insurance, including endowments and annuities. 
 
BANKERS RESERVE LIFE. 
 
 413 
 
 Article 7. All the corporate powers of the company shall be 
 vested in and shall be exercised by the board of directors and such 
 officers and agents as the board may appoint. .The board of directors 
 shall consist of not less than five or more than nine persons. The 
 number of directors, the number to be elected at each annual meeting, 
 the terms for which they shall be elected, the order of seniority and 
 the method of filling vacancies shall be fixed by the by-laws. The 
 board of directors shall have power to adopt and execute such plans 
 and systems of insurance as they may deem for the best interests of 
 the company; to fix and determine the amounts for which policies 
 will be issued, rates and amounts of premiums and the terms and 
 manner of payment thereof, the plans, forms, conditions, classes, 
 privileges, benefits, terms and provisions of policy contracts and sys- 
 tems of participation in benefits ; and to make, amend or repeal by- 
 laws, rules and regulations for the transaction of the business of the 
 company as they may deem expedient. A majority of the board of 
 directors shall be a quorum for the transaction of business. The 
 regular annual meeting of the board of directors shall be held after 
 the annual meeting of the stockholders, and such other meetings shall 
 be held as the board shall determine upon. The board of directors 
 may reinsure any or all risks of the company in one or more solvent 
 legal reserve life insurance companies authorized to do business in 
 Nebraska, and may reinsure any or all risks of other life insurance 
 companies. 
 
 Article 8. The officers of the company shall be elected annually 
 by the board of directors at their annual meeting, and shall consist of 
 a president, one or more vice-presidents, a secretary, one or more 
 assistant secretaries and a treasurer, who shall serve for one year, 
 and until their successors are chosen. The board of directors may 
 from time to time appoint such other officers as they may deem neces- 
 sary, to serve during the pleasure of the board. The directors may 
 select three of their number, who shall constitute an executive com- 
 mittee, with full power to exercise the corporate powers of said 
 company when said board is not in session. Any two or more offices 
 may be held by the same person, and nothing herein shall be construed 
 so as to prevent any officer, director or directors from being eligible 
 for re-election. 
 
 Article 9. The annual meeting of the stockholders of the com- 
 pany shall be held on the third Wednesday of January of each year, 
 at the home office of the company, in the city of Omaha, Nebraska, 
 
414 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 at such hour as the executive committee shall direct, at which meeting 
 the election for directors, as above provided, shall be held. Until 
 the annual meeting of the stockholders to be held in January, 1909, 
 B. H. Robison, R. C. Wagner, W. F. Milroy, T. W. Blackburn, R. L. 
 Robison and W. G. Preston shall constitute the board of directors 
 and B. H. Robison shall act as president, R. C. Wagner, secretary, 
 and W. G. Preston, treasurer, until the first annual election of officers, 
 or until their successors shall be elected. Special meetings of the 
 stockholders may be called by the board of directors at such time and 
 place as may be deemed expedient by the president or executive com- 
 mittee, written notice being mailed to each stockholder at least fifteen 
 days before the date of the special meeting. At every annual election 
 of directors, or annual or special meeting of the stockholders of the 
 company, each stockholder shall be entitled to one vote for each share 
 of stock owned by him, as appears on the books of the company, to 
 be cast either in person or by written proxy; but if by such proxy, 
 written authority therefor must be filed with the secretary at or before 
 the time the meeting convenes. 
 
 Article 10. The company shall be authorized to invest its funds 
 in loans on its policies, in warrants or bonds of the United States or 
 of this or any other state or in interest bearing bonds of a county, 
 school district, or municipal corporation in Nebraska or any other 
 state, or in bonds or notes secured by a first mortgage on real estate 
 in this or any other state, worth, with the improvements thereon, at 
 least double the sum for which it is so pledged, or in any manner not 
 prohibited by law. 
 
 Article 11. The board of directors shall annually cause an esti- 
 mate to be made of the profits and true state of the affairs of the 
 company as near as may be for the preceding year, which estimate 
 and allotment thereof shall be conclusive upon all persons entitled 
 to share in any distribution of surplus. The board of directors shall 
 have authority to reserve, allot, set aside or distribute such an amount 
 of the profits in excess of the reserve required by law to be held and 
 maintained, as shall, in their judgment, be for the best interests of 
 the company. 
 
 Article 12. The company’s corporate seal shall contain the words 
 “ The Bankers Reserve Life Company ” surrounding the words “ Cor- 
 porate Seal,” and the same may be altered at pleasure. 
 
 Article 13. The company, in addition to the powers herein con- 
 ferred, shall be entitled to all the privileges and powers accorded 
 
BANKERS RESERVE LIFE. 
 
 415 
 
 corporations organized under the laws of Nebraska, and the company 
 shall be entitled to hold, lease, convey, mortgage, encumber, buy or 
 sell real estate and other securities and personal property, necessary 
 for the prosecution and maintenance of its business; and through its 
 authorized officers to do and perform all and every lawful act, ex- 
 pedient or necessary, incident to the ownership of real and personal 
 property, and the transaction of business connected therewith; and 
 to do and perform through its authorized officers all and every lawful 
 act required or deemed expedient for the maintenance, perpetuity, 
 prosperity or welfare of the company. 
 
 Article 14. These articles of incorporation when approved and 
 filed in accordance with law may be amended at any annual or special 
 meeting of the stockholders, by a two-thirds vote of the capital stock 
 of the company, provided notice of the proposed amendment or amend- 
 ments shall have been mailed to each stockholder not less than fifteen 
 days prior to said meeting, at his address as shown on the books of 
 the company. 
 
 We, the undersigned citizens of Nebraska, do associate ourselves 
 together for the purpose of forming a corporation under the laws of 
 the State of Nebraska and do adopt the foregoing articles of incor- 
 poration and in witness thereof have hereunto affixed our names this 
 8th day of January, A. D. 1908. Bascom H. Robison, Ray C. Wag- 
 ner, William F. Milroy, Thomas W. Blackburn, Robert L. Robison, 
 Walter G. Preston. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Section i. The board of directors of this company shall consist of six 
 persons. The present officers and present board of directors shall continue 
 to be such officers and such directors respectively for the period for which they 
 have heretofore been designated in the articles of incorporation and shall serve 
 until their successors are elected. At the annual meeting of stockholders to 
 be held in January, 1909, two directors shall be elected to serve for a period 
 of one year; two directors for a period of two years and two for a period of 
 three years, and at each annual election thereafter two directors shall be elected 
 to take the place of the two whose term shall expire. The board of directors 
 may, for proper cause, at any time, remove any officer or director and at once 
 elect his successor. 
 
 Sec. 2. When a vacancy occurs in the board of directors from any cause, 
 the remaining members of the board may elect a director to fill such vacancy, 
 who shall serve until the next succeeding annual meeting only, when the 
 stockholders shall fill the vacancy for the unexpired term. 
 
416 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 3. The annual meeting of the stockholders of the company shall be 
 held on the date and in the manner provided in the articles of incorporation, 
 at such hour and such place in the city of Omaha as shall be designated by 
 the executive committee. Special meetings of the stockholders may be held 
 at any time upon fifteen (15) days’ notice mailed to the address of each stock- 
 holder, as shown by the books of the company. Such special meetings may 
 be called either b}^ the president or on the written request of the holders of 
 twenty-five per cent. (25*%) of the capital stock of the company, and upon 
 deposit of such call with the secretary, he shall issue and mail the notices 
 above prescribed. 
 
 Sec. 4. The board of directors shall meet on call of the president, or 
 executive committee at any time upon notice by mail, telegraph, telephone, 
 or messenger. Regular monthly meetings shall convene without further notice 
 at 2 p. m. on the second Wednesday of each month. The board of directors 
 shall meet after the adjournment of any annual or special meeting of the 
 stockholders for the transaction of such business as shall properly come before 
 said board. A majority of the board shall constitute a quorum but less than 
 a quorum shall have power to adjourn any regular or special meeting to a 
 definite time, but not beyond the date of the next regular meeting. 
 
 Sec. 5. The president shall be the executive head of the company and is 
 empowered to exercise his own judgment and discretion in all matters of 
 detail and to do and perform whatsoever acts may in his opinion promote the 
 interests and welfare of the company, and to perform such duties as usually 
 pertain to his office. He shall be a member of the executive committee, and 
 shall have the sole power of appointment and removal of subordinates, except 
 where otherwise provided. He shall select the standing and special committees 
 and ex-officio be a member of all committees. He shall preside at all meetings 
 of the company, board of directors, and, at his option, at any meeting of any 
 committee at which he may be present; and shall have the general supervision 
 and direction of the business of the company. He shall, with the consent of 
 the executive committee, transfer securities, satisfy mortgages, make and call 
 in investments ; and shall execute all deeds, instruments and papers requiring 
 the seal of the company. 
 
 Sec. 10. The executive committee shall audit all death and other claims ; 
 shall appoint such medical examiners as may be required, and shall determine 
 all salaries and expenses, and shall have power to make contracts with general 
 agents and others for the furtherance of the business of the company, and to 
 fix the compensation of agents of the company ; and to make contracts of 
 reinsurance ; and shall appoint inspectors of election ; and may appoint an 
 auditor, or auditing committees; and may appoint an attorney or attorneys 
 to act as legal advisers and counsel ; and shall prescribe the plans and forms 
 of applications, policies, death proofs and any other forms deemed necessary 
 for the use of the company ; and shall make and call in investments in accord- 
 ance with the articles of incorporation and the laws of the state ; and may 
 purchase for the benefit of the company all policies of insurance or other 
 obligations issued by the company. The executive committee shall exercise a 
 
BANKERS RESERVE LIFE. 
 
 417 
 
 general supervision over the affairs of the company, and shall keep separate 
 records of its proceedings, reporting from time to time as the board of directors 
 .may require. 
 
 Sec. 11. The salary or compensation of no officer or director of the com- 
 pany shall be fixed at an amount exceeding twelve thousand dollars ($12,000) 
 per annum, whether such officer or director shall hold one or more offices, but 
 such officer or director shall be entitled to expenses incurred while performing 
 duties requiring his absence from the home office of the company. 
 
 Sec. 12. The officers and employees of the company shall give bonds for 
 the faithful performance of their duties when so required by the executive 
 committee, and in such sums as may be determined by the executive committee 
 or board of directors. 
 
 Sec. 13. All investments in bonds, mortgages, registered securities and real 
 estate shall stand in the name of The Bankers Reserve Life Company, and 
 not in the name of any individual as an officer of the company. 
 
 Sec. 14. All the moneys belonging to the company shall be deposited to 
 the credit of The Bankers Reserve Life Company in such bank or banks 
 as shall be designated from time to time by the executive committee, and 
 shall be drawn ouly on the joint checks or drafts of two of the following 
 persons : the president, vice-president, treasurer, secretary, and such other 
 
 persons as may from time to time be designated by the board of directors, 
 and shall be payable to the order of the persons entitled to receive the money. 
 
 Sec. 15. No director or officer of the company shall receive any money 
 or valuable consideration for negotiating any loan for the company, or for 
 selling or aiding in the sale of any property to or by the company, nor shall 
 any such director or officer borrow money from, or buy from, or sell to, the 
 company, any property. 
 
 Sec. 16. The holders of the capital stock of the company may receive 
 a semi-annual dividend on the stock so held by them, not to exceed five 
 per cent. (5'%) of the same; such dividends to be paid at the times and in the 
 manner designated by the board of directors. 
 
 S(ec. 17. All premiums are due and payable in advance at the home office 
 of the company in the city of Omaha, but may be accepted elsewhere by 
 a banker, agent or other person authorized to deliver a policy or exchange 
 the receipt of the company signed by the president, secretary, assistant 
 secretary or treasurer. The executive committee may reinstate a lapsed policy 
 upon such conditions and terms as may be prescribed by said committee, 
 provided the delinquent is in good health but not otherwise. 
 
 Sec. 18. One-half of the face of any policy of insurance in this company 
 may be paid to any member totally permanently disabled by accident, on the 
 request of the member on proof satisfactory to the executive committee 
 that he is entitled to the benefit under his policy contract, upon surrendering 
 his policy and the execution of proper vouchers and releases for the pro- 
 tection of the company. 
 
 Sec. 19. No policy shall be issued to a person under 16 years of age 
 or over 60 years of age, and no single life shall be insured for a greater 
 
418 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 sum than $25,000. Any person holding a policy in the company may without 
 the consent of the beneficiary, either sell and surrender the same to the 
 company, or pledge or assign the same as security for a debt, which if due 
 the company shall be secured by said policy whether it is in the possession 
 of the company or not; or, with the consent of the company, he may change 
 his beneficiary. 
 
 Sec. 20. All the moneys of the company shall be carried in a common 
 fund to be known as the general fund. The auditing department shall 
 indicate the purposes for which moneys have been received and expended. 
 The moneys of the company may be applied to any legitimate purpose not 
 inconsistent with the law or contrary to the contract requirements of the 
 policies issued by the company. 
 
 Sec. 21. The officers of the company in conformity with Article III of 
 the Articles of Incorporation may make contracts for all and every insurance 
 pertaining to life, including the granting, purchasing and disposing of annuities 
 and endowments ; but no risk shall be taken on any life not advised by 
 the medical director and one of the assistants, unless by special direction 
 of the board of directors. All policies and contracts of whatever kind for 
 life insurance shall be signed by the president, or a vice-president, and by 
 the secretary, or the assistant secretary. 
 
 Sec. 22. The officers of the company may make distribution of its surplus 
 or profits, or may declare special dividends from the surplus of the expense 
 fund, in such amounts and in such manner as the board of directors thereof 
 may determine or direct from time to time. In determining the amount 
 to be distributed, or the special dividend to be available, they shall hold 
 such funds in reserve as they may consider sufficient to enable the company 
 to meet its obligations, but in no case less than the aggregate net value 
 
 of all the outstanding policies, computed by the American or Actuaries’ 
 
 Experience Tables of Mortality, with interest not exceeding 4%. The 
 
 dividend of profits, or surplus of the expense fund, when so made, may, 
 
 at the option of each policyholder entitled thereto and with the consent of 
 the board of directors, be appropriated to the purchasing of additional 
 insurance, or in the reduction of, or toward the payment of annual premiums, 
 or credited to the insured, to be paid over at the decease of the insured 
 to the person entitled to receive the same, in the same manner and upon 
 the same condition as the amount insured by the policy, Any policyholder 
 who would be entitled to share in the profits, or special dividends, who shall 
 have omitted to pay any premium or any periodical payment due from him 
 to the company, may be prohibited by the board from sharing in the profits 
 of the company. 
 
 Sec. 23. These by-laws can only be amended, revised or repealed at an 
 annual or special meeting of the stockholders by a two-thirds vote of the 
 capital stock of the company. 
 
CENTRAL LIFE. 
 
 419 
 
 BERKSHIRE LIFE INSURANCE COMPANY. 
 
 EXTRACT FROM THE BY-LAWS. 
 
 Annual meeting of the corporation for the choice of directors and the 
 transaction of other business shall be held at the company’s office on the 20th 
 day of January in each year, or the 21st day of January in case the 20th 
 should be Sunday. 
 
 The regular meetings of the board of directors shall be held on the 
 same day as the annual meeting in January, and on the 15th day of each 
 April, July and October. Special meetings of the board may be called by 
 the president and secretary by giving at least three days’ notice by mail. 
 
 Notice of annual meeting shall be given by the secretary by publishing 
 the same in two newspapers of Berkshire county at least ten days before 
 the meetings. Notice of the annual meeting is also given to each policy- 
 holder as required by law. 
 
 The president, vice-president and treasurer, ex officiis, and four members 
 of the board of directors shall constitute the finance committee. They shall 
 under the provisions of the law and general supervision of the board of 
 directors invest the funds of the company and keep the same safely invested. 
 When the interests of the company demand, they may sell or collect the 
 stocks or securities on hand or any of them and re-invest the proceeds. 
 They shall examine and settle all accounts and charges against the company. 
 They shall perform such other duties as may be delegated to them by the 
 board of directors. 
 
 CENTRAL LIFE ASSURANCE SOCIETY OF THE UNITED 
 
 STATES. 
 
 Amendment to Amended and Substituted Articles of 
 Incorporation. 
 
 [Preamble .] — At the regular annual meeting of the stockholders of 
 the Central Life Assurance Society of the United States, held at its 
 home office in the city of Des Moines, on the 8th day of January, 
 A. D. 1907, the following amendment to the amended and sub- 
 stituted articles of incorporation was adopted by unanimous vote of 
 all of the stockholders and shares of capital stock present and repre- 
 sented at said annual meeting; and the following named officers of 
 said corporation were authorized and directed to sign, acknowledge 
 and record the same, and to do all things needful to carry the same 
 into effect, to wit; Geo. B. Peak, President, W. L. Shepard, Vice- 
 President, and H. G. Everett, Secretary. 
 
420 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Section i. [Capital Stock.] — That section i of article 3 of the 
 amended and substituted articles of incorporation of the Central Life 
 Assurance Society of the United States, executed on the 10th day of 
 February, A. D. 1902, be and the same is hereby repealed, and the 
 following adopted in lieu thereof : 
 
 Sec. 2. The capital stock of this corporation shall be five hundred 
 thousand dollars, divided into shares of one hundred dollars each, of 
 which amount one hundred thousand dollars of the capital stock has 
 been issued and paid in full ; the remaining four hundred thousand 
 dollars of capital stock shall be issued from time to time as the 
 stockholders by a majority vote of all the stock, may determine at 
 any regular meeting or called meeting, provided, however, that no part 
 of said capital stock shall be issued until the same has been paid in full. 
 
 In witness whereof we have hereunto set our hands and affixed the 
 corporate seal of the said Society at Des Moines, this 8th day of 
 January, A. D. 1907. 
 
 Amendment of December 18, 1909. 
 
 [Preamble .] — At a special meeting of the stockholders of the Cen- 
 tral Life Assurance Society of the United States, held at the office 
 of the company in Des Moines, Iowa, at one o’clock p. m. on Satur- 
 day the eighteenth day of December, 1909, which meeting was regu- 
 larly called by order of the board of directors, and of which meeting 
 and of the nature of the business to be transacted thereat, ten days’ 
 notice in writing was given to each stockholder, and at which meeting 
 all of the stock of the company was represented by the owners thereof 
 in person or by proxy duly authorized, except twenty shares, the 
 following amendment to the amended and substituted articles of in- 
 corporation of the Central Life Assurance Society of the United States 
 was adopted by the unanimous vote of all the stockholders, present 
 in person or by proxy, and Geo. B. Peak, president, and H. G. Everett, 
 secretary were authorized and directed to sign, acknowledge and 
 have recorded this amendment, to publish notice thereof and to do 
 all things needful to carry the same into effect. 
 
 Amendment to Section One of Article Two of the Amended 
 and Substituted Articles of Incorporation of the Central 
 Life Assurance Society of the United States. 
 
 Section 1 of article 2 of the amended and substituted articles of 
 incorporation of the Central Life Assurance Society of the United 
 
CENTRAL LIFE. 
 
 421 
 
 States, relating to the general nature of the business to be transacted, 
 is hereby amended by adding after the last word in the last line of 
 said section 1, the following: 
 
 This corporation shall also have the power, and it is hereby author- 
 ized to insure the health of persons and to insure persons against 
 personal injuries, disablement or death resulting from traveling or 
 general accidents by land or water, and to insure employers against 
 loss in consequence of accident or casualties of any kind to employees 
 or other persons or to property, resulting from any act of the em- 
 ployees, or any accident or casualty to persons or property or both 
 occurring in or connected with the transaction of their business, or 
 from the operation of any machinery connected therewith, except that 
 it shall not insure or issue any policy or contract of insurance against 
 loss or injury to persons or property or both growing out of explosion 
 or rupture of steam boilers. 
 
 In witness whereof, we have hereunto set our hands at Des Moines, 
 Iowa, this 2 1st day of December, 1909. 
 
 Amendment of January ii, 1910. 
 
 [Preamble.] — At the regular annual meeting of the stockholders 
 of the Central Life Assurance Society of the United States, held at 
 the office of the company in Des Moines, Iowa, on the nth day of 
 January, 1910, the following amendment was adopted by the unani- 
 mous vote of all stockholders present, and Geo. B. Peak, president 
 and H. G. Everett, secretary were authorized and empowered to 
 execute, acknowledge, have recorded and publish notice of this amend- 
 ment, and to do all things necessary to carry the same into effect, said 
 amendment being made in compliance with the provisions of chapter 
 74 of the acts of the Thirty-Second General Assembly. 
 
 Approved March 26, 1907. 
 
 [Section Six , Article Five.] — Article Five of the amended and 
 substituted articles of incorporation of this society is hereby amended 
 by adding thereto the following as section Six thereof. 
 
 [Minority Stockholders Representation.] — At any stockholders 
 meeting held for the election of directors, any stockholder or stock- 
 holders, jointly or severally, holding and being entitled to vote not 
 less than one-fifth of the shares of the capital stock of this society, 
 but less than a majority thereof, shall be entitled to nominate a quali- 
 fied person or persons as the case may be to the office of director. In 
 the event such nomination or nominations shall be made, there shall 
 
422 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 be elected to the extent that the total number to be elected or ap- 
 pointed is divisible, such proportionate number from the persons so 
 nominated as the shares of stock held by persons making such nomina- 
 tions bear to the whole number of shares issued ; provided the holder 
 or holders of a minority stock shall only be entitled to one-fifth (dis- 
 regarding fractions) of the total number of directors to be elected for 
 each one-fifth of the entire capital stock of such corporation so held 
 by them; and provided further that nothing herein shall prevent the 
 holder or holders of a majority of the stock from electing the majority 
 of the directors. Said directors shall be bound to carry out the wishes 
 of the stockholders of this corporation as expressed at annual or 
 special meeting. Vacancies occurring from time to time shall be filled 
 so as to preserve and secure to such minority and majority stock- 
 holders proportionate representation as above provided. 
 
 In witness whereof, we have hereunto set our hands at Des Moines, 
 Iowa, this nth day of January, 1910. 
 
 CITIZENS NATIONAL LIFE INSURANCE COMPANY. 
 
 It is hereby agreed on this the 16th day of May, 1910, between the 
 Citizens National Life Insurance Company, party of the first part, 
 and the Citizens Life Insurance Company, party of the second part, 
 each of said parties being corporations of Kentucky, as follows : 
 
 Said corporations are hereby consolidated into one corporation 
 under the laws of Kentucky on the following terms and conditions, 
 viz. : 
 
 1. The name of the consolidated corporation shall be Citizens 
 National Life Insurance Company. 
 
 2. It will transact the business of making insurance upon the lives 
 of individuals and against accidents to persons and every form of 
 insurance appertaining to or connected with life or accident insur- 
 ance, and of granting, purchasing and disposing of annuities and 
 endowments. 
 
 3. It shall have the power to reinsure its risks in whole or part in 
 other companies and to reinsure other companies and their risks in 
 whole or part. 
 
 4. The corporation will be on the stock plan, but shall have power 
 to issue participating policies, the holders whereof shall not thereby 
 become members of the corporation but shall be entitled to participate 
 
CITIZENS NATIONAL LIFE. 
 
 423 
 
 in the profits to such extent and upon such plans, terms and condi- 
 tions as shall be prescribed or agreed on. 
 
 5. The principal office or place of business shall be located in 
 Anchorage, Jefferson County, Kentucky. 
 
 6. The amount of its capital stock authorized at the time of its 
 creation by the aforesaid consolidation will be $1,500,000; but it shall 
 have power to increase its capital stock, by taking the steps provided 
 by law for that purpose, to an amount not exceeding $5,000,000. Said 
 stock shall be divided into shares of ten dollars ($10.00) each. 
 
 7. The number of directors of the corporation shall be thirty- 
 six (36). 
 
 8. The regular annual meeting of the stockholders of the corpo- 
 ration will be held at its home office in Jefferson County, Kentucky, 
 on the second Wednesday in January of each year, beginning at the 
 hour of ten o’clock a. m. (standard time) at which meeting directors 
 of the corporation will be elected. 
 
 9. The board of directors shall have power to fill vacancies in its 
 body. 
 
 10. The officers of the corporation who shall be elected by the 
 board of directors at its first meeting after the regular election of 
 directors in each year shall be president, first vice-president, second 
 vice-president, third vice-president, fourth vice-president, general coun- 
 sel, treasurer and secretary, each of whom shall hold office until his 
 successor is elected. 
 
 Other offices may be created from time^ to time by the executive 
 and finance committee, hereinafter more particularly referred to, and 
 may be filled by the president by and with the advice and consent of 
 said committee. And any officer so chosen may be removed by said 
 committee when such removal, in the judgment of the committee, shall 
 be to the best interest of the company, and may be suspended by the 
 president until the said committee shall act upon the case. 
 
 11. The president, the first, second, third and fourth vice-presidents, 
 the treasurer and the general counsel shall constitute a committee 
 which shall be known as the executive and finance committee, which, 
 in addition to the powers and duties herein conferred upon it, shall 
 have such other powers and duties as shall be conferred upon it by 
 the board of directors. 
 
 12. The executive and finance committee shall have power to em- 
 ploy any person to serve the corporation whom it may consider de- 
 sirable and to prescribe the terms and conditions of service ; and to fix 
 
424 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 and determine what compensation, if any, shall be received by any 
 officer, director or employee of the corporation. 
 
 13. The board of directors shall have power to create any com- 
 mittees, whether standing or special, which it shall consider desirable, 
 in conducting the affairs of the corporation, and to define the powers 
 and duties of such committees, subject to the provisions of these 
 articles. 
 
 14. The president of the corporation shall preside at all meetings 
 of the stockholders and board of directors and shall be ex-officio a 
 member and chairman of all committees. 
 
 15. The board of directors shall have power to make by-laws for 
 the regulation of the affairs of the corporation. 
 
 16. The private property of stockholders shall not be subject to 
 the payment of the debts of the corporation, except so far as ex- 
 pressly made thus subject by the laws of Kentucky. 
 
 17. The by-laws of the consolidating Citizens National Life Insur- 
 ance Company shall be the by-laws of the consolidated company until 
 changed, as they may be, by the board of directors of the latter com- 
 pany. And until July 15, 1910, and until their successors are elected, 
 the directors and officers of said consolidating Citizens National Life 
 Insurance Company shall be the directors and officers of the consoli- 
 dated company. But on July 15, 1910, a meeting of stockholders of 
 the consolidated company will be held at the principal office of the 
 company at which time directors will be elected to hold office until 
 the regular January, 19 n stockholders’ meeting, or part to hold office 
 until that time and part longer, as may be determined at said July 
 meeting and until their successors are elected. And at the first meet- 
 ing of the board of directors elected in July, 1910, and which shall 
 be held immediately after the adjournment of the stockholders meet- 
 ing, officers shall be elected by it to serve until the election of officers 
 in January, 1911, and until their successors are elected. 
 
 18. Shares of the corporations hereby consolidating shall be con- 
 verted into shares of the new consolidated corporation by issuing 
 one (1) share of stock in the corporation hereby created for each 
 share of stock in the consolidating Citizens National Life Insurance 
 Company, and one and a half (ijd) shares of stock in the corpora- 
 tion hereby created for each share of stock in the Citizens Life Insur- 
 ance Company. 
 
 19. The original written consents of stockholders which by law are 
 essential to the validity of this consolidation shall be delivered over 
 
COLUMBIAN NATIONAL LIFE 425 
 
 by each of the consolidating corporations to the consolidated cor- 
 poration. 
 
 In witness whereof this instrument has been executed this the day 
 and year first above written by the undersigned being a majority of 
 the directors of the party of the first part, the Citizens National Life 
 Insurance Company, and also a majority of the directors of the party 
 of the second part, the Citizens Life Insurance Company. 
 
 COLUMBIAN NATIONAL LIFE INSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 For Sections i to 6 see pages 39 and 40 
 
 Sec. 7. Standing Committees. — There shall be the following standing com- 
 mittees, whose members shall be chosen by the board of directors annually: 
 1st, an executive committee; 2d, a finance committee; 3d, a committee on 
 insurance. In case of a vacancy or vacancies occurring in the membership 
 of any standing committee, the same shall be filled for the unexpired term 
 or terms by the board of directors, or by the executive committee. Each 
 of said committees shall keep a full record of its proceedings, which shall 
 be reported at each quarterly meeting of the board of directors or at any other 
 meetings of the board when called for. 
 
 Section 8 same as Section 7 on page 40. 
 
 Sec. 9. Finance Committee. — The board of directors may appoint, also 
 from their own number a finance committee, to consist of the president, 
 the comptroller, a vice-president, and not less than five other directors. It 
 shall be the duty of said committee to provide for the investment and re- 
 investment of the funds of the company in safe securities such as insurance 
 companies are permitted by law to invest in, and to attend to all matters 
 connected with the management of investments made, including foreclosure 
 on collateral security real or personal, assignments, extensions or partial 
 releases of mortgages chattel or real, and the like, leases, releases, sales or 
 moitgages of property real or personal, and all agreements or contracts 
 relating thereto. 
 
 Sec. 10. Committee on Insurance.- — The president, comptroller, and secre- 
 tary shall constitute a committee on insurance ; they shall consult and advise 
 with the board of directors on all matters pertaining to insurance, and shall 
 examine and pass upon all death claims in the ordinary department ; no 
 loss in that department shall be paid without the approval of a majority of 
 the committee. The committee shall prescribe such rules and regulations for 
 the payment of claims in the accident and health industrial and fractional 
 departments as they may deem for the best interests of the company. 
 
 Amended February 11, 1909. 
 
 Section it same as Section 8 on page 40. 
 
426 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 13. Comptroller. — The comptroller shall have supervision of the 
 finances of the company and the care and custody of the certificates of stock, 
 bonds, mortgages, notes, securities, and other evidences of debt belonging 
 to the company, except premium notes; such care and custody, however, to 
 be shared as the board of directors may from time to time prescribe, and 
 to be subject to such regulations as said board may prescribe. He shall 
 receive and consider applications for loans and offerings of securities, ac- 
 cepting only such securities as shall be approved by the finance committee. 
 He shall be a member of the finance committee, and shall report all invest- 
 ments made for the company at the stated meetings of the committee, reporting 
 also, from time to time, as required by the president, the condition of all 
 securities owned by the company. 
 
 Section 14 same as Section 10 on page 40. 
 
 Section 17 same as Section 12 on page 40. 
 
 Sections 26 to 29 same as 15 to 18 on page 41. 
 
 Sec. 30. Checks, Drafts, Etc. — All checks and drafts shall be drawn to 
 the order of the party to whom the sum drawn for is payable. They shall be 
 signed by the treasurer, or an assistant treasurer, and shall be countersigned 
 by the auditor, or an assistant auditor. All checks for amounts exceeding 
 five hundred dollars ($500) shall also be countersigned by the president or a 
 vice-president. 
 
 Sec. 31. Investments. — This company shall not purchase, hold or grant any 
 mortgage loans on unimproved or non-productive property, on theatres, brew- 
 eries, factories, or mining enterprises of any description whatsoever ; neither 
 shall this company make any investments in or loan upon what are commonly 
 known as industrial enterprises, nor shall it make any loans, directly or in- 
 directly, to any of its officers except on the pledge of its own policies of 
 insurance in sums not exceeding the reserve which it then holds on any such 
 policy. It shall be the policy of the company that investments shall be dis- 
 tributed so far as practicable throughout the country, in proportion to the 
 premium collections received from the different sections or departments of 
 the country. 
 
 Sec. 32. Transfer of Assets. — All investments shall be made in the name of 
 The Columbian National Life Insurance Company. Transfer of stock and 
 registered bonds, deeds, leases, releases, sales, mortgages chattel or real, 
 and in general all instruments of defeasance of property and all agreements or 
 contracts affecting the same, except discharges of mortgages and entries to 
 foreclose the same as hereinafter provided, shall be executed jointly for the 
 company by two persons to wit : the president or a vice-president and the 
 comptroller or treasurer, but may be acknowledged and delivered by either one 
 of those executing the instrument; provided, however, that either the comp- 
 troller or treasurer alone when authorized as aforesaid, or any person 
 especially authorized by the finance committee as attorney for the company 
 may make entry to foreclose any mortgage, and either the comptroller or treas- 
 urer alone is authorized without the necessity of further authority to discharge 
 by deed or otherwise any mortgage on payment to the company of the principal, 
 interest and all charges due. The president or a vice-president and the 
 
CONNECTICUT MUTUAL LIFE. 427 
 
 comptroller or treasurer shall have power to vote or execute proxies for voting 
 any shares held by the company. 
 
 Sections 33 to 37 same as 20 to 24 on page 41. 
 
 CONNECTICUT GENERAL LIFE INSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 See page 46. 
 
 Article 3 amended to read : The board of directors, which shall consist of 
 eleven. 
 
 CONNECTICUT MUTUAL LIFE INSURANCE COMPANY. 
 
 Annual Election for Directors. 
 
 Resolved by this Assembly: 
 
 Section i. That the board of directors of The Connecticut Mutual 
 Life Insurance Company shall consist of twelve members to be chosen 
 as hereinafter provided. 
 
 Sec. 2. x\t the next annual meeting held after the acceptance of 
 this amendment, the members shall elect three directors to serve for 
 the term of one year, three directors to serve for the term of two years, 
 three directors to serve for the term of three years ; and annually there- 
 after three directors shall be elected to serve for the term of four 
 years. 
 
 Sec. 3. Whenever any vacancy shall occur in the board of directors 
 by the death or resignation of any member, or otherwise, such vacancy 
 may be filled by the remaining directors for the remainder of the 
 term for which said director was elected. 
 
 Sec. 4. The charter of said company is hereby amended to con- 
 form herewith, and this amendment may be accepted at any meeting 
 of the company held not later than the date of the company’s annual 
 meeting in the year 1906. 
 
 Approved March 22, 1905. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Section i. All officers of this corporation shall be chosen by ballot. 
 
 Sec. 2. Any member of this corporation may delegate his right of voting 
 
 by proxy. 
 
 Sec. 3. A tariff of premiums shall be fixed by the directors, below which 
 no risk shall be taken. The directors shall prescribe the forms of appli- 
 
428 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 cation, policies and bonds, the terms and conditions of contracts, the limit 
 of risk on any single life, the mode of keeping the accounts and records, and 
 the duties and powers of the officers and servants of the company; and shall 
 manage, in a systematic and safe manner, the whole business confided to 
 their charge. 
 
 Sec. 4. There shall be elected at each annual meeting an auditing committee 
 consisting of three members of the company, whose duty shall be to carefully 
 examine all of the books, accounts, vouchers, and. assets of the company and 
 to report their finding thereon to the next annual meeting following their 
 election. Any vacancy in their number may be filled by the directors until 
 the next annual meeting. 
 
 Sec. 5. These by-laws may be amended, repealed or added to by a two-thirds 
 vote of the members present or represented by proxy at any annual meeting 
 of the company, provided that no by-law shall be adopted and no existing 
 by-law shall be amended or repealed unless notice of such proposed action 
 shall have been given in the call for the meeting at which such adoption, 
 amendment or repeal is to be acted upon. 
 
 DAKOTA MUTUAL LIFE INSURANCE COMPANY. 
 
 [State of South Dakota , Department of State.] — Whereas, John B. 
 Hanten, H. M. Finnerud, Frank L. Bramble, and others have filed in 
 this office a certificate of declaration in writing as provided by law, 
 setting forth all the facts required to be stated, and have in all respects 
 complied with the requirements of the law governing the formation 
 of private corporations as contained in the statutes of this State. 
 
 Now, therefore, I, Samuel C. Polley, secretary of the State of 
 South Dakota, in virtue and by authority of law, do hereby certify 
 that said parties, their associates and successors have become a body 
 politic and corporate, under the corporate name of Dakota Mutual 
 Life Insurance Company, and by said name have a right to sue and 
 be sued, purchase, hold and convey real and personal property, and 
 to have and enjoy all the rights, and privileges granted to a private 
 corporation under the laws of this State, subject to their articles of 
 incorporation, and all legal restrictions and liabilities in relation 
 thereto. 
 
 In testimony whereof I have hereunto set my hand and affixed the 
 great seal of the State of South Dakota, done at the city of Pierre 
 this 26th day of February, A. D. 1909. Samuel C. Polley, Secretary 
 of State. 
 
DAKOTA MUTUAL LIFE. 
 
 429 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article i. Officers. — The corporate power of this company shall be 
 vested in a board of directors of not less than nine or more than fifty 
 members. The officers shall consist of a president, first vice-president, second 
 vice-president, third vice-president, secretary, treasurer, medical director; all 
 of which officers shall be directors of the company. The board of directors shall 
 have the entire management and control of all the business and property of 
 the company. 
 
 Article 2. Election of Officers. — When elected the board of directors shall 
 organize by the election of the officers provided for in Article 1, to govern the 
 aff airs of the company ; and the board shall have the power to fill any 
 vacancy in the officers of the company. 
 
 Article 3. Duties of the President. — The president shall preside at the 
 meetings of the board of directors. He shall sign as president, all contracts of 
 insurance, stock certificates and other instruments in writing, which have been 
 first approved by the board of directors or the executive committee. He shall 
 have the casting vote at all meetings of the directors. He shall call special 
 meetings of the board of directors at his discretion, and must do so at any time 
 upon the written request of three of the directors. He shall supervise all the 
 officers and employees of the company, see that their duties are properly dis- 
 charged and report any negligence or misconduct of such officers and em- 
 ployees to the board of directors. In the absence of the president, the first 
 vice-president shall perform his duties, and in the absence of these two, the 
 second and third vice-president shall perform the duties of the president. 
 
 Article 9. Duties of the Board of Directors. — Sec. i. The board of di- 
 rectors shall consist of from nine to twenty-one members, a majority of whom 
 shall constitute a quorum to do business. 
 
 Sec. 2. The board of directors shall meet annually on the third Tuesday 
 in January at ten o’clock A. m. 
 
 Sec. 3. The term of office of a director shall be three years. There shall 
 be annually elected one-third of the members. * * * * 
 
 Sec. 4, The board of directors shall have power to fill all vacancies on the 
 board for the unexpired term. 
 
 Sec. 5. A vacancy shall be deemed to exist by disposition of required amount 
 of stock, loss of membership, resignation, misconduct in office or a failure 
 to act. 
 
 Sec. 6. Special meetings of the board of directors shall be called only by 
 the president or on the written request of three members of the board, stating 
 the object of the meeting, and the secretary shall give five days’ written notice 
 of the meeting through the United States mail. 
 
 Sec. 7. At special meetings of the board of directors a member residing 
 more than 100 miles from the home office shall be allowed for the attendance, 
 mileage only for the 100 miles. 
 
 Article 10. Executive Committee and Its Duties. — There shall be appointed 
 an executive committee by the board of directors at the first meeting of the 
 board of directors, after the regular meeting of the stockholders of the 
 company at which directors are elected, and at the time of the election of 
 
43 ° 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 the president, first vice-president, second vice-president, third vice-president, 
 secretary, treasurer, medical director; consisting of three members of the 
 board of directors. 
 
 The duties and powers of the executive committee shall be the same as the 
 duties and powers of the board of directors of the company, except when the 
 board of directors are in regular or special meeting, at which said time the 
 powers and duties of the executive committee shall be suspended. The ex- 
 ecutive committee shall transact the business of the company when in regular 
 or special meetings assembled, or when a majority of the said committee shall 
 give their assent in writing, to the transaction of any business for the company. 
 
 Article ii. Committees. — Sec. i. The president shall be ex-officio a member 
 of the executive committee and of all other committees appointed by the board 
 of directors. 
 
 Sec. 2. There shall be three committees consisting of three members each, 
 of each of which the chairman shall be a member of the executive committee; 
 they shall hold their membership one year unless they resign or are removed. 
 
 Article 12. Compensation of Officers.- — The directors, officers and members 
 of the executive committee shall receive such compensation for their services 
 as the board of directors shall determine. No director shall become a salaried 
 employee of the company except by election by the stockholders of the com- 
 pany, or by vote of the board of directors. 
 
 No director or officer shall receive any money or valuable thing for nego- 
 tiating, procuring or recommending any loan, or for selling or aiding the sale 
 of any securities. 
 
 Article 13. Contracts. — No contract by any officer of the company shall be 
 valid for any unusual expenditure outside of the ordinary course of the busi- 
 ness of their office, without the previous authorization or subsequent ratification 
 by the board of directors or executive committee. 
 
 Article 14. Contracts of Insurance. — No contract of insurance involving a 
 greater risk than ten thousand dollars ($10,000), shall be made on any one life, 
 except by approval of the executive committee. 
 
 Article 15. Meeting of Stockholders. — Sec. i. A majority of the stock of 
 the company shall constitute a quorum to transact business at any meeting of 
 the stockholders of the company. 
 
 Sec. 2. The stockholders shall hold an annual meeting on the third Tuesday 
 of January of each year, at the office of the company in the city of Watertown, 
 S. D., said meeting to be called to order at nine o’clock a m., and the first 
 annual meeting shall be held in January, 1910. 
 
 Sec. 3. The stockholders at the annual meeting shall elect one-third of the 
 members of the board of directors and shall transact any business that shall 
 properly come before them. 
 
 Sec. 4. Special meetings of the stockholders may be called by the board of 
 directors on notice stating the object of such meeting. 
 
 Sec. 5. Each stockholder shall have one vote. A stockholder who is a minor 
 can be represented only by his legal guardian. 
 
 Sec. 6. A stockholder may appoint a proxy, in writing, to attend any annual 
 or special meeting. 
 
DES MOINES LIFE. 
 
 43 1 
 
 DES MOINES LIFE INSURANCE COMPANY. 
 
 Amended and Substituted Articles of Incorporation. 
 
 Article i. The name of this corporation shall be the “ Des Moines 
 Life Insurance Company,” by which name it shall have and retain all 
 its property, rights and privileges which it possessed prior to the 
 adoption of these amended and substituted articles of incorporation. 
 It is organized and shall conduct business under the provisions of 
 chapters one (i), six (6) and eight (8) title 9 of the Code of Iowa 
 of 1897, as a life insurance company on the level premium plan. 
 
 Article 2. The principal place of business of this corporation 
 shall be Des Moines, Iowa. 
 
 Article 3. The business of this company shall be insurance on 
 lives of individuals, and all and every insurance pertaining to life 
 and issuing policies or contracts for the payment of endowments or 
 annuities to the persons named therein as beneficiaries, and to do all 
 and any business usually done or permitted to be done by life insurance 
 companies. 
 
 This corporation shall possess and enjoy all powers, privileges and 
 franchises granted to companies by the provisions of the Code of Iowa, 
 under which it is incorporated, and all powers, privileges and fran- 
 chises granted by existing laws of Iowa to corporations conducting the 
 insurance business on the level premium plan, or which may be here- 
 after granted by the laws of Iowa. 
 
 Article 4. The time of the commencement of this corporation was 
 the first day of August, 1885, at which time its original articles of in- 
 corporation were recorded, and it shall endure for fifty (50) years 
 from said date, with the right of renewal as provided by law. 
 
 Article 5. The private property of the stockholders, directors 
 and managers of this corporation shall be exempt from all corporate 
 debts. 
 
 Article 6. This corporation shall have a common seal bearing the 
 imprint “ Des Moines Life Insurance Company.” 
 
 Article 7. The highest amount of indebtedness to which this cor- 
 poration shall subject itself at any time exclusive of its insurance lia- 
 bility upon its policies and insurance contracts, shall not exceed ten 
 thousand dollars ($10,000) nor shall such indebtedness exceed its cur- 
 rent income. 
 
432 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Article 8. All the corporate powers of this corporation shall be 
 exercised, and its business and affairs managed, conducted and con- 
 trolled by a board of directors. 
 
 Said board shall be bound to carry out the wishes of the stock- 
 holders of this corporation as expressed by annual or special meeting. 
 Said board of directors shall consist of twelve (12) persons, a major- 
 ity of whom shall constitute a quorum for the transaction of business. 
 
 The board of directors shall have power to permit a policyholder in 
 good standing, whose policy has been issued prior to this date, to 
 apply his personal unused contribution in the reserve fund, to supply- 
 ing premium or reserve upon any policy bearing a higher rate of 
 premium, which may be taken by such member in exchange for his 
 existing policy upon surrender of the same. 
 
 The following named persons having been duly elected, shall con- 
 stitute the board of directors of this corporation for the terms herein- 
 after designated, respectively, and until their successors are duly elected 
 and qualified, viz. : L. C. Rawson, Wm. Foster, G. H. Philpott and 
 
 J. M. Emery until the annual meeting in 1908; and C. E. Rawson, 
 W. E. Hamilton, W. A. Harbach, and Nathan E. Coffin until the 
 annual meeting in 1909 ; and C. W. Eaton, Arthur Reynolds, S. T. 
 Meservey and W. T. Smith until the annual meeting in 1910. Each 
 director hereafter elected shall hold office for three (3) years. The 
 board of directors shall fill all vacancies in their number, or in the 
 officers of this corporation until the next annual meeting, by election. 
 
 The board of directors shall have power to enact such by-laws, rules 
 and regulations for the transaction of the business of this corporation 
 and the management of its affairs not inconsistent with these articles of 
 incorporation or the laws of the State, as may be deemed by them 
 expedient, and to amend and repeal such by-laws, rules and regulations. 
 
 Article 9. The annual meeting of the stockholders of this corpo- 
 ration for the transaction of business and election of directors to fill 
 the places of outgoing directors, shall be held at the home office of 
 this corporation in the city of Des Moines, Iowa, on the third Tues- 
 day of January in each year, beginning at ten o’clock in the forenoon. 
 At every annual meeting and election, and at every special meeting 
 of the stockholders, each stockholder of this corporation shall be en- 
 titled to one vote in person or by proxy, for each share of stock owned 
 by him, as shown by the stock books of the company. 
 
 Article 10. After each annual election, the board of directors 
 shall elect a president, vice-president, secretary, treasurer, and general 
 
DES MOINES LIFE. 
 
 433 
 
 manager, who shall hold their offices for one year and until their 
 successors are duly elected and qualified, or until such officers are 
 removed by the board of directors for cause. 
 
 Article ii. The present officers of this corporation shall hold their 
 offices until their successors are duly elected and qualified. 
 
 Article 12. .This company shall have a capital stock of one hun- 
 dred thousand dollars ($100,000), divided into one thousand (1,000) 
 shares of the par value of one hundred dollars ($100) each, and all 
 stock shall be fully paid in cash and be non-assessable when issued, 
 and shall be transferable upon the terms and conditions to be pro- 
 vided in the by-laws ; and the company shall have a lien upon any and 
 all shares held or owned by each stockholder for any indebtedness or 
 other liability of such stockholder to the company. 
 
 Article 13. These articles of incorporation may be altered or 
 amended at any annual meeting of the stockholders of this corpora- 
 tion, or special meeting called for that purpose, and thereafter all 
 stockholders of this corporation shall be governed and bound thereby. 
 If it shall be proposed to amend these articles of incorporation at a 
 special meeting, notice of such special meeting and a copy of the pro- 
 posed amendment shall be mailed to each stockholder at his last known 
 postoffice address as shown by the books of this corporation, not less 
 than thirty (30) days before the date for which such special meeting 
 is called. 
 
 Article 14. Nothing contained in these articles of incorporation 
 shall be so construed as in any manner interfering with, affecting, 
 changing, modifying, releasing, or discharging any policies of insur- 
 ance, or liabilities of this corporation to its members and their bene- 
 ficiaries, or any obligation or liabilities of any of said members to 
 this corporation. 
 
 In testimony whereof we, C. E. Rawson, the president, and A. H. 
 Evans, the assistant secretary, of the Des Moines Life Insurance 
 Company, have hereunto set our hands the 23d day of October, A. D. 
 IW- 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article 2. Committees and Their Duties. Sec. i Executive Committee. — 
 The executive committee shall consist of the president and two other directors 
 appointed by him, and shall meet from time to time upon call of the presi- 
 dent, and shall have general direction and control of the affairs of the com- 
 pany when the board of directors is not in session. 
 
434 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 2. Finance Committee. — The finance committee shall consist of the 
 president and such other persons as shall be appointed by him, and shall 
 meet from time to time upon call of the president, and shall have full minutes 
 kept of all its meetings. No loans or other investments shall be made of 
 any funds of the company until such loan or investment is first presented 
 to the finance committee for consideration and approved in writing by at 
 least three members thereof. 
 
 Article 3. Directors and Their Duties. Sec. i. Meetings. — The board of 
 directors shall hold regular meetings on the second Tuesday of each month, 
 except February, at 11 o’clock at the offices of the company, and such special 
 meetings as may be called by the president or the board. 
 
 Sec. 2. Notice. — Written notice of the time and place of all meetings of 
 the board of directors shall be mailed or given to each member of the board 
 at his address as shown by the stockbook of the company, not less than 
 twenty-four hours prior to the time of such meeting, unless such notice is 
 waived. 
 
 Article 5. Miscellaneous. Sec. i. Agents’ Contracts. — All contracts with 
 agents shall be upon the forms adopted by the company and shall not be 
 binding upon the company until signed by the president and secretary of the 
 company. 
 
 Sec. 2. Proxies. — At all meetings of the stockholders of this company, 
 each stockholder in good standing shall be entitled to one vote for each 
 share of stock, to be given in person or by written proxy. But no vote by 
 proxy will be permitted unless the written proxy has been on file with the 
 secretary of the company at least thirty days before the meeting at which it 
 is offered. At all meetings of the stockholders of the company the stock- 
 holders present shall constitute a quorum for the transaction of business. 
 
 Sec. 3. Investments. — All funds of the company which may be invested 
 shall stand in the name of the Des Moines Life Insurance Company, and in 
 such investments only as are permitted by the laws of the State of Iowa, 
 and no investment shall be taken in the name of any individual as an officer 
 of the company. 
 
 Sec. 4. Settlements. — The company shall have the power to settle and 
 
 compromise any claim against the company, held by any policyholder or 
 beneficiary and to purchase at less than its face value any outstanding policy 
 of the company. 
 
 Article 6. Amendments. Sec. i. — These by-laws may be altered or amended 
 at any regular or special meeting of the board of directors, provided notice 
 in writing of the general nature of such proposed amendments is given to 
 the board at some regular or special meeting, held at least ten days prior 
 to the time such amendment is adopted, and thereafter the section proposed 
 to be amended may be modified or amended in such manner as the board 
 of directors may determine by a majority vote of those present. 
 
EQUITABLE LIFE OF UNITED STATES. 
 
 435 
 
 EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED 
 
 STATES. 
 
 Amended Charter as of June 20, 1906. 
 
 [Declaration .] — This is to certify that The Equitable Life Assur- 
 ance Society of the United States has, by a vote of a majority of its 
 directors and by authority of a vote of the stockholders representing 
 at least a majority of the capital stock at a meeting of stockholders 
 called for the purpose, duly accepted the provisions of the act of the 
 Legislature of the State of New York, chapter 690 of the Laws of 
 1892, known as the “ Insurance Law,” and the amendments thereto, 
 and, in conformity with the same, duly adopted the following amended 
 charter : 
 
 Article i. This corporation shall continue to be called and named 
 “ The Equitable Life Assurance Society of the United States.” The 
 said corporation and the principal office for the transaction of its 
 business are to be located in the city of New York. 
 
 Article 2. The business of this company shall be to make insur- 
 ances upon the lives of persons and every insurance appertaining 
 thereto, and to grant, purchase or dispose of annuities, as set forth 
 in subdivision 1 of section 70 of the Insurance Law of the State of 
 New York. And this company shall possess and enjoy all the powers, 
 privileges and franchises granted to, and shall be subject to all the 
 regulations, restrictions and obligations imposed upon corporations 
 organized and existing under the provisions of said subdivision 1, of 
 section 70 of the Insurance Law of the State of New York, and any 
 amendments thereof. 
 
 Article 3. The capital stock of said company shall continue to 
 be one hundred thousand dollars in cash, divided into one thousand 
 shares of one hundred dollars each ; which shall be personal property, 
 transferable only on the books of the company, in conformity with its 
 by-laws. The holders of the said capital stock may receive a semi- 
 annual dividend on the stock so held by them, not to exceed three and 
 one-half per cent, of the same, such dividends to be paid at the times, 
 and in the manner designated by the directors of said company. The 
 earnings and receipts of said company, over and above the dividends, 
 losses and expenses, shall be accumulated. 
 
436 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Article 4. The corporate powers of said company shall be vested 
 in a board of directors, and shall be exercised by them, and by such 
 officers and agents as they may appoint, and from time to time 
 empower. 
 
 The board of directors shall consist of fifty-two persons, a majority 
 of whom shall be citizens and residents of the State of New York. 
 
 To the end that after the year 1906 a majority of the directors of 
 the company shall be policyholders elected by the policyholders of the 
 company, the terms of twenty-eight of the directors constituting the 
 board of directors on the first day of July, 1906, shall expire on the 
 thirty-first day of December of that year. The twenty-eight director- 
 ships which shall so expire shall comprise the thirteen directorships 
 heretofore filled for the term of four years ending the thirty-first day 
 of December, 1906, and the thirteen directorships heretofore filled for 
 the term of four years ending the thirty-first day of December, 1909, 
 together with one directorship from the class heretofore filled for the 
 term of four years ending the thirty-first day of December, 1907, and 
 one directorship from the class heretofore filled for the term of four 
 years ending the thirty-first day of December, 1908. In case on the 
 first day of July, 1906, there shall be a vacancy in either of the two 
 classes of directors last mentioned the directorship so vacant (or, if 
 there be more than one vacancy in either class, one of such director- 
 ships to be determined by lot by the president or secretary) shall be 
 the one of that class which shall expire on the thirty-first day of 
 December, 1906. If in either class there shall be no such vacancy on 
 the first day of July, 1906, the president or secretary of the company 
 shall forthwith determine by lot the director of that class whose term 
 shall expire on the thirty-first day of December, 1906. 
 
 At the regular annual election of the company in December, 1906, 
 there shall be elected by the policyholders twenty-eight directors, all 
 of whom shall be policyholders of the company. Such directors shall 
 be so elected in four classes of seven directors each, the terms of such 
 classes to begin on the first day of January, 1907, and to expire 
 respectively in one, two, three and four years. At every subsequent 
 annual election of the company seven policyholders shall be elected 
 by the policyholders to serve as directors for a term of four years to 
 succeed the seven directors, elected by the policyholders, of the class 
 whose term expires on the next ensuing thirty-first day of December. 
 
 The manner of conducting the election of said twenty-eight directors 
 
EQUITABLE LIFE OF UNITED STATES. 
 
 437 
 
 and of their successors and the qualifications of policyholders entitled 
 to vote for such directors shall be in accordance with the provisions 
 of the Insurance Law of the State of New York respecting the elec- 
 tion and qualification of directors of domestic mutual life insurance 
 companies. Vacancies among the directors elected by the policy- 
 holders may be filled, for the unexpired portion of the term of the 
 class in which any vacancy may exist, by the policyholders at the 
 next ensuing annual election and, until so filled, by the board of 
 directors. 
 
 Twenty-four directors of the company shall continue to be elected 
 by the stockholders, and each of such directors shall be either a stock- 
 holder or a policyholder. Twelve of such directors shall be so elected 
 at the annual election in December, 1907, to succeed the twelve 
 directors of the class in office on the first day of July, 1906, whose 
 terms expire on the thirty-first day of December, 1907, and shall be 
 so elected in two classes of six directors each, to hold office respectively 
 for terms of one and two years beginning the first day of January, 
 1908; and twelve of such directors shall be elected at the annual elec- 
 tion in December, 1908, to succeed the twelve directors of the class 
 in office on the first day of July, 1906, whose terms expire on the 
 thirty-first day of December, 1908, and shall be divided into two classes 
 of six directors each, to hold office respectively for terms of two and 
 three years beginning the first day of January, 1909. At every annual 
 election of the company after 1907 the successors to the directors con- 
 stituting the one of said four classes of six directors each whose term 
 expires on the thirty-first day of December in that year shall be 
 elected by the stockholders for a term of four years. Vacancies among 
 the directors elected by the stockholders may be filled, for the unex- 
 pired portion of the term of the class in which any vacancy may exist, 
 by the stockholders at the next ensuing annual election, and, until so 
 filled, by the board of directors. 
 
 In case the number of the directors of the company shall hereafter 
 be reduced, a majority of the reduced number shall at all times be 
 policyholders elected directly by the policyholders pursuant to the pro- 
 visions hereof. 
 
 The annual election of directors shall be held on the first Wednes- 
 day in the month of December (except that in the year 1906 it shall 
 be held on the third Wednesday in said month), at the principal office 
 of the company, in the city of New York, and of which fourteen days’ 
 
43 s 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 previous notice shall be given in two of the daily papers of said city, 
 and such notice shall also be given in the manner provided in the 
 Insurance Law of the State of New York with respect to elections 
 of domestic mutual life insurance companies. 
 
 In the election of directors by stockholders, every stockholder in 
 the company shall be entitled to one vote for every share of stock 
 held by him, and such vote may be given in person or by proxy. 
 
 The board of directors shall have power to declare, by by-law, what 
 number of directors, not less than seven, shall constitute a quorum 
 for the transaction of business. 
 
 Article 5. After each annual election, the board of directors shall 
 elect annually from among their number a president, and may, at their 
 option, also elect a vice-president. The board of directors may also 
 appoint at any time a president and vice-president to act temporarily, 
 when said officers are absent, interested or unable to act. The board 
 shall also appoint a secretary, and such other officers as they may 
 deem requisite, and who shall hold office during the pleasure of the 
 board of directors. 
 
 The directors shall have power to enact by-laws, rules and regula- 
 tions for the government of the officers and agents, and for the man- 
 agement of the affairs of the company, not inconsistent with this 
 charter, or with the constitution and laws of this State; and such 
 by-laws, rules and regulations may be amended or repealed by them 
 at pleasure. 
 
 The directors may determine the rates of premium, and the amounts 
 to be insured on any one life, and the terms of such insurances, and 
 shall have power to purchase, for the benefit of the company, any 
 policy of insurance, dividends or other obligations issued by the com- 
 pany. 
 
 Article 6. The insurance business of the company shall be con- 
 ducted upon the mutual plan. 
 
 In witness whereof, The Equitable Life Assurance Society of the 
 United States has, by a vote of a majority of its directors and by 
 authority of a vote of stockholders representing at least a majority 
 of the capital stock at a meeting of stockholders called for the purpose, 
 caused these presents to be subscribed in its corporate name, and its 
 corporate seal to be hereunto affixed and to be attested by its president 
 and secretary this twentieth day of June, in the year of our Lord 1906. 
 
EQUITABLE LIFE OF UNITED STATES. 
 
 439 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 As amended January 30, 1908. 
 
 Sec. 1. Meetings of Directors. — Stated meetings of the board of directors, 
 unless otherwise ordered by the executive committee, shall be held on the 
 third Thursday of each month. The meeting falling on the third Thursday 
 of February, which shall not be subject to change by the executive committee, 
 shall be known as the annual meeting. 
 
 Sec. 2. Officers. — At the February meeting of each year the board shall 
 elect a president and a vice-president, and shall appoint a secretary (who 
 shall be secretary of the board), an actuary, a comptroller, and a treasurer. 
 These officers shall hold office for one year, or until their successors are 
 duly elected or appointed, unless previously removed or suspended by the 
 board. 
 
 Vacancies in any of the said offices may be filled at any meeting of the 
 board. 
 
 Subject to confirmation by the board, the president may appoint a second 
 vice-president, a third vice-president, one or more assistant secretaries, one 
 or more assistant treasurers, one or more deputy comptrollers, an auditor, 
 and such other officers as may be deemed expedient. Any officer thus appointed 
 may be removed or suspended by the president in his discretion. 
 
 Sec. 3. Report by President. — At the February meeting the president shall 
 submit to the board the annual statement for the preceding calendar year. 
 At the April, July and October meetings he shall submit a quarterly report 
 which shall show the business and condition of the society during the last 
 preceding quarter. 
 
 Sec. 4. Special Meetings. — The president may call a special meeting of the 
 board in his discretion, and shall call a special meeting whenever five of 
 the directors shall request him, in writing, to do so. 
 
 No business shall be transacted at a special meeting except that referred 
 to in the call for said meeting. 
 
 Sec. 5. Meetings; How Called. — Notice shall be given of each meeting 
 of the board by mailing or telegraphing, ten days in advance of such meet- 
 ing, a notice addressed to each director at his last known postoffice address. 
 
 Sec. 6. Quorum. — Eighteen directors shall constitute a quorum for the 
 transaction of business at each stated or special meeting; but any meeting 
 at which a quorum shall not be in attendance may be adjourned to a time 
 stated by those present. 
 
 Sec. 7. Vacancies in Board. — Any vacancy in the board of directors may 
 be filled until tTie next ensuing annual election by a majority vote of the 
 directors present at any stated meeting subsequent to a stated meeting at 
 which the candidate to fill said vacancy has been nominated, provided at 
 least seventeen affirmative votes shall be cast for such candidate. 
 
 Sec. 8. President. — Subject to the control of the board or the executive 
 committee, the president shall have plenary power over all the departments 
 and officers of the society. 
 
440 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 He shall present a report upon the affairs of the society at every stated meet- 
 ing of the board, and such report shall be placed on file or copied on the 
 minutes. 
 
 He shall be ex-officio a member of all standing committees. 
 
 Sec. 9. Vice-President. — The vice-president shall assist the president, and 
 in the absence of the president shall perform his duties. 
 
 Acting President. — The board, and in the interim until they are convened 
 the executive committee, may designate an officer or director to temporarily 
 exercise the powers and duties of the president while the president and vice- 
 president are both, for any cause, unable to act. 
 
 Sec. 10. Second and Third Vice-Presidents. — Subject to the approval of the 
 executive committee, the second vice-president and the third vice-president 
 shall perform such duties as may be assigned to them by the president. 
 
 Sec. 11. Secretary. — The secretary shall perform the general duties apper- 
 taining to his office, and such other duties as may be assigned by the president. 
 
 The minutes of the board shall be kept by the secretary, who shall have 
 charge of its books and records, the reports of special committees and the 
 minute books of standing committees. 
 
 Assistant Secretary. — The assistant secretary shall perform such duties as 
 may be assigned to him, and in the absence or disability of the secretary, 
 shall perform his duties until otherwise ordered. 
 
 Sec. 12. Actuary. — The actuary shall compute premiums, reserves, dividends 
 and surrender values, and shall have charge of the mathematical department 
 of the society and all special work in connection therewith ; shall audit the 
 insurance portion of the quarterly and annual statements; collect and arrange 
 data, books, documents, tables and official statements upon the business of life 
 insurance and annuities, for the use of the society; and furnish such other 
 information as may be required by the board, its committees, or the president. 
 
 Sec. 13. Comptroller. — The comptroller shall superintend the keeping of 
 the assets of the society, subject to such rules as the board or the executive 
 committee may from time to time establish. . He shall manage directly the 
 real estate and mortgage departments ; exercise a general supervision over 
 the other departments, and give such aid to the president as the latter may 
 require in the management of the society. 
 
 It shall be his duty to see that all obligations of the society have been 
 properly incurred and thereupon to duly approve all vouchers for payment. 
 
 Deputy Comptroller. — There shall be a deputy comptroller who shall per- 
 form such duties as may be assigned to him by the comptroller, and in the 
 absence or disability of the latter shall exercise the powers and perform the 
 duties of the comptroller. 
 
 Sec. 14. Treasurer. — The treasurer shall be custodian of all moneys of the 
 society, and shall be authorized to make payments on vouchers properly 
 approved by the comptroller. The forms and blanks relating to receipts and 
 disbursements shall not be changed without the approval of the president 
 or comptroller. Disbursements for dividends on the capital stock of the 
 society, when due, shall be made by the treasurer. He shall be charged with 
 the carrying out of the instructions of the finance committee so far as the 
 
EQUITABLE LIFE OF UNITED STATES. 
 
 441 
 
 purchase and sale of securities is concerned, and shall accept and deliver only- 
 such securities as have been authorized by the finance committee, reporting 
 at each meeting of said committee the transactions that have been completed 
 under its authority. 
 
 Assistant Treasurers. — The assistant treasurers shall perform such duties 
 as may be assigned to them. In the absence or disability of the treasurer, 
 the president shall designate the person who shall act as treasurer until 
 otherwise ordered. 
 
 Sec. 15. Auditor. — The auditor shall have immediate charge of the account- 
 ing department of the society and shall keep its books and accounts, excepting 
 the actuarial accounting records. He shall audit all disbursements; audit the 
 whole of the income of the society in such a way as to verify the fact that 
 it has been properly collected and brought into the society’s control ; properly 
 verify the society’s financial statements in such a manner as to make certain 
 that all assets are correctly stated and properly valued and that no liabilities 
 are omitted; have charge of the preparation of all statements of the society’s 
 accounts required by the laws of the various states and foreign governments, 
 and shall perform such other duties in connection with the accounting depart- 
 ment of the society as may be required by the president. 
 
 Sec. 16. Salaries. — The salaries of all officers, and of all those who are 
 not officers but whose compensation is in excess of $5,000 per annum, shall 
 be fixed by the board. All other salaries shall be fixed by the president. 
 
 Sec. 17. Execution of Instruments. — Any two of the following officers, 
 namely, the president, vice-president, second vice-president, third vice-presi- 
 dent, secretary, comptroller and treasurer, or any one of the foregoing officers 
 with an assistant secretary, a deputy comptroller or an assistant treasurer, 
 shall have power to execute transfers of stock, powers of attorney, contracts 
 for insurance, annuity contracts, deeds, leases, releases of mortgages, satis- 
 faction pieces, and all other instruments entitled to be recorded within the 
 state of New York or within any other jurisdiction, receipts for the payment 
 of the principal of bonds secured by mortgage, and all other contracts and 
 instruments in writing necessary for the society in the management of its 
 affairs, and shall have power to affix the seal of the society thereto. 
 
 Checks and Drafts. — All checks and drafts shall be signed by the treasurer 
 or assistant treasurer and countersigned by the comptroller or deputy comp- 
 troller. 
 
 The powers conferred by this by-law shall not be delegated to any other 
 officers except by special resolution of the board or executive committee. 
 
 Investments. — All investments or sales of securities shall be made in the 
 name of the society. 
 
 Sec. 18. Surety Bonds. — The society shall secure, from a surety company 
 approved by the finance committee, satisfactory bonds of suretyship covering 
 the faithful discharge of the duties of such officers and employes, and for 
 such amounts, as the said committee may designate. A list of the bonds thus 
 secured shall be submitted to the executive committee for approval. Every 
 bond so taken shall be so drawn as to remain in force until a new bond is 
 substituted. 
 
442 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 19. Standing Committees. — There shall be four standing committees 
 of the board — namely: (1) an executive committee; (2) a finance committee; 
 (3) a committee on agencies, and (4) a committee on insurance. 
 
 These committees shall be elected at the annual meeting of the board and 
 shall hold office for one year, or until their successors are elected. 
 
 Vacancies in any standing committee may be filled at any meeting of the 
 board. 
 
 In no case shall officers of the society form a majority of any standing 
 committee. 
 
 The president shall be chairman of the executive and finance committees. 
 The chairman of each of the other standing committees shall be a member 
 of the executive committee. 
 
 Monthly reports of the transactions of all standing committees (other than 
 the executive committee) shall be made to the executive committee, and the 
 latter committee shall, at each stated meeting of the board, submit a report 
 of its transactions, together with those of the other standing committees, and 
 each member of the board shall be furnished with a copy of the same. 
 
 Regular minutes of the proceedings of each committee shall be kept in 
 books provided for. that purpose. 
 
 The secretary, or an assistant secretary, shall be secretary of each standing 
 committee. 
 
 Sec. 20. Executive Committee. — The executive committee shall consist of 
 the president, the vice-president, and thirteen directors not officers of the 
 society. Seven members of the committee shall constitute a quorum. They 
 shall be vested with the powers of the board of directors during the intervals 
 when the board is not in session. 
 
 The executive committee shall have power to change the day for any stated 
 meeting of the board, except the annual meeting in February, provided always 
 that notice of meetings of the board shall be given in all cases as required 
 by section 5 of the by-laws. 
 
 Sec. 21. Finance Committee. — The finance committee shall consist of the 
 president, the vice-president (who shall have no vote except in the absence 
 of the president) and four directors not officers of the society. Three mem- 
 bers of the committee shall constitute a quorum. They shall have special 
 charge of the investment of the funds of the society, including the purchase 
 and sale of securities, loans on collateral and investments on bond and mortgage. 
 
 The committee shall report purchases, loans, and other investments made 
 by them, together with the sales of investments, to the executive committee 
 at its next regular meeting. 
 
 The funds of the society shall be deposited in the name of the society in 
 such depositories as the finance committee shall designate. 
 
 No payment shall be made, or liability created, in excess of ten thousand 
 dollars, except upon the approval of the finance committee or the board of 
 directors. This shall not apply to policies of insurance or annuities, or to 
 the making of payments thereon ; or to the payment of taxes and special 
 assessments on real estate, premiums, or to any other payment required by law. 
 
 In the event of the protracted absence of any member of the finance com- 
 
EQUITABLE LIFE OF UNITED STATES. 
 
 443 
 
 mittee, the executive committee may appoint a substitute to serve during 
 such absence. 
 
 Sec. 22. Committee on Agencies. — The committee on agencies shall consist 
 of five directors, three of whom shall constitute a quorum. Subject to the 
 approval of the executive committee, they shall have general supervision 
 of the agency branch of the business : the rates of compensation to be granted 
 to agents, their suspension or removal, and the contracts made with them by 
 the officers. 
 
 Sec. 23. Committee on Insurance. — The committee on insurance shall con- 
 sist of five directors, three of whom shall constitute a quorum. They shall 
 declare forfeitures of policies and other contracts of insurance as the occa- 
 sions for so doing arise, and they shall have power, subject to the approval 
 of the executive committee to prescribe general rules to govern the executive 
 officers in the payment of death claims, matured policies, annuities and sur- 
 render values, and in the making of policy loans, and to prescribe with the 
 advice of the actuary, the forms of policies to be used, in so far as that 
 power remains with the society. They shall also have general supervision 
 of such other matters appertaining to the insurance branch of the society’s 
 business as the executive committee may refer to them. 
 
 Sec. 24. Medical Department. — There shall be a medical department, in 
 charge of one or more competent physicians, under the general supervision 
 of the president and the committee on insurance. 
 
 Sec. 25. Limit of Risk. — If a risk in excess of $200,000 be taken upon a 
 single life, the excess shall promptly be re-insured in other responsible com- 
 panies. 
 
 Sec. 26. Extra Compensation. — No director, officer or employe of the society 
 shall receive any money or valuable thing for negotiating, procuring, recom- 
 mending, or aiding in any purchase or sale by the society of any property 
 or any loan from the society, nor be pecuniarily interested either as principal, 
 co-principal, agent or beneficiary, in any such purchase, sale or loan, provided 
 that nothing herein contained shall prevent the society from making a loan 
 upon a policy held therein by the borrower not in excess of the net value 
 thereof. 
 
 This by-law shall not prevent the president from employing any director 
 as counsel for the society, or for any other special service, but such engagement 
 shall be reported to the executive committee at its next meeting for approval. 
 
 Sec. 27. Overdue Interest. — No interest shall be allowed to remain due 
 longer than thirty days on any bond or mortgage to the society, without a 
 foreclosure or suit being commenced, unless the executive committee or the 
 president authorize a longer delay. 
 
 Sec. 28. Transfers of Stock. — Transfers of shares of the capital stock of 
 the society shall be made only on the books of the society by the holder 
 in person, or by attorney duly authorized in writing, and upon the surrender 
 of the certificate, or certificates, of such shares. 
 
 Sec. 29. Inspectors of Election. — The board shall, at its stated meeting 
 in October, appoint at least three inspectors who shall be policyholders in 
 the society, to serve at the annual election of directors. 
 
444 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 If said inspectors shall not be appointed at said meeting, or if said meeting 
 shall not be held, the president shall call a special meeting for the purpose 
 aforesaid. Said special meeting shall be held at least sixteen days previous 
 to the holding of said election. 
 
 Sec. 30. Public Accountants. — The assets and accounts of the society shall 
 be examined, and the annual statement verified, at the close of each year, 
 by disinterested, certified or chartered public accountants. The quarterly 
 reports of the president to the board shall also be thus verified. 
 
 Sec. 31. Amendments to By-Laws. — These by-laws shall take effect on 
 the thirty-first day of May, 1906. They may be amended by a two-thirds 
 vote of the directors present at any stated meeting, provided the proposed 
 amendment has been submitted to the board for consideration at a previous 
 stated meeting, and notice thereof sent to the directors with the call for 
 said meeting. 
 
 EQUITABLE LIFE INSURANCE COMPANY OF IOWA. 
 
 Amendment to Charter Adopted January 8, 1907. 
 
 Article 3. The authorized capital stock of this company shall be 
 one million dollars ($1,000,000), divided into forty thousand (40,000) 
 shares of the denomination of twenty-five dollars ($25) each. Four 
 thousand (4,000) shares of said stock is fully paid and is now out- 
 standing. The remaining thirty-six thousand (36,000) shares of said 
 stock may be issued at such times and in such amounts as the board 
 of trustees may from time to time determine, and shall be paid for as 
 required, at the call of the board of trustees. 
 
 (In May, 1907, the board of trustees issued eight thousand shares of stock 
 in addition to the four thousand above referred to, which eight thousand 
 shares were fully paid for in cash at par ; and there are now outstanding 
 twelve thousand shares of said stock, amounting to three hundred thousand 
 dollars. The remaining twenty-eight thousand shares have not been issued, 
 nor their issuance authorized by the board of trustees.) 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Page 68 to be corrected to read as follows : 
 
 Article i. The seal of the company shall be a circular die containing the 
 following inscription, to wit : Seal of Equitable Life Insurance Company, of 
 Iowa. 
 
 Article 2. Sec. i. — The regular meeting of the board of trustees shall be 
 held at the office of the company in the city of Des Moines, on the first Tues- 
 
FEDERAL LIFE. 
 
 445 
 
 day after the first Monday in January of each year, at 4 o’clock p. m. Said 
 meeting shall be held for the purpose of electing officers as prescribed in the 
 articles of incorporation, including a chairman of the board of trustees, and 
 for appointing such other officers as may be deemed necessary and convenient 
 to carry on the business of the company, and for transacting such other 
 business as may be required. 
 
 Sec. 2. Special meetings of the board of trustees may be called by the 
 president, chairman of the board of trustees, or vice-president or three trustees. 
 
 Article 5. Sec. i. — The president, chairman of the board of trustees, vice- 
 president and secretary shall constitute an executive committee, whose duty 
 it shall be under the direction of the board of trustees to manage the business 
 and affairs of the company. 
 
 FEDERAL LIFE INSURANCE COMPANY. 
 
 Amendments to Charter. 
 
 (See Page 79.) 
 
 Article 4. The corporate powers of said company shall be vested 
 in a board of directors and shall be exercised by them, and by such 
 officers, agents and employes as they may appoint and from time to 
 time empower. The board of directors shall consist of eighteen (18) 
 persons, to be chosen by ballot from the stockholders, immediately 
 upon the organization of said company, a majority of whom shall be 
 citizens of the State of Illinois, and each of whom shall be the owner 
 of at least one ( 1 ) share of the capital stock of said company, but 
 such board of directors may be increased from time to time by motion 
 or resolution at any annual or special meeting of the stockholders to 
 a number not to exceed thirty-six (36) in all, and such increase of 
 the number of the board of directors shall only be effected by a two- 
 thirds (^3) vote of all the stock of said company then outstanding. 
 The board of directors shall immediately after the completion of the 
 organization of the company divide itself by lot into three (3) equal 
 classes. The term of the first class shall expire at the end of one ( 1 ) 
 year from the date of the first election of a board of directors, after 
 the organization of the company ; that of the second at the end of 
 two (2) years from that time; that of the third at the end of three 
 (3) years from that time. And at the end of the first year from the 
 time of the organization of the company and annually thereafter, one- 
 third (3/3) of the board of directors shall be elected and shall hold 
 
446 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 office for three (3) years and until their successors are elected and 
 qualified ; but any director shall be re-eligible. And the board of 
 directors shall have power to determine and provide in the by-laws 
 the number of directors that shall constitute a quorum for the trans- 
 action of business. 
 
 Article 6. The officers of the company shall consist of a presi- 
 dent, vice-president, second vice-president, third vice-president, fourth 
 vice-president, treasurer, assistant treasurer, secretary, assistant secre- 
 tary, actuary, medical directors, counsel and assistant counsel, who 
 shall be elected on the organization of the company and annually there- 
 after by the board of directors. The president, vice-president and 
 secretary shall be elected from the membership of the board of 
 directors and no director shall be entitled to any emolument as such 
 director unless by a vote of the stockholders. 
 
 Article 7. The board of directors shall have the power to regu- 
 late the rate and amount of premiums and the mode, manner and 
 time of the payment of same, and the amounts to be insured on any 
 one life, and the terms and conditions of such insurance, and shall 
 have power to purchase for the benefit of the company any policies 
 of insurance, dividends or other obligations issued by the company, 
 and shall have the power to enact by-laws, rules and regulations for 
 the government of the officers and agents of the company and the 
 conduct of its affairs not inconsistent with this charter or the con- 
 stitution and laws of this State, and such by-laws may be amended, 
 altered or repealed by a vote of not less than a majority of directors. 
 And no by-laws shall be amended, modified or repealed, either at a 
 regular or special meeting of the board of directors, unless at least 
 ten (10) days’ notice shall have been given of the proposed amend- 
 ment to the by-laws, which notice shall be deposited in the postoffice 
 at the city of Chicago directed to the person for whom it is intended 
 at his last known address or delivered to such director in person. 
 
 Article 16. This charter may be amended or altered by a two- 
 thirds (Yz) vote of the entire capital stock of the company outstand- 
 ing, at any annual meeting of the stockholders, or at any special meet- 
 ing called for the purpose, provided at least thirty (30) days’ notice 
 in writing of said meeting or of any proposed amendment or altera- 
 tion shall have been given each stockholder by mail, to his last known 
 address, or personally, by the secretary, and such notice shall contain 
 a copy of such proposed amendment or alteration. 
 
FEDERAL LIFE. 
 
 447 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Adopted January 19, 1909. 
 
 Sec. 1. Officers. — The officers of this corporation shall be a president, 
 two vice-presidents, treasurer, assistant treasurer, secretary, assistant secre- 
 tary, actuary, medical director, general counsel, and assistant general counsel, 
 who shall hold their offices respectively for one year and until their suc- 
 cessors are elected and qualified. The board of directors by resolution may 
 appoint such additional officers and for such period, not exceeding one year, 
 as may be deemed advisable. 
 
 Sec. 2. Election of Officers. — The officers of the company shall be elected 
 by the board of directors at the first meeting thereof and annually there- 
 after ; provided, the president, vice-president and secretary shall be elected 
 from the members of the board of directors ; provided a vice-president may 
 also be treasurer. 
 
 Sec. 13. Salaries. — The salaries and compensation of the officers, agents 
 
 and employes of the company shall be fixed by the board of directors, 
 except as hereinafter provided. 
 
 • Sec. 14. Bonds. — The secretary and treasurer shall each give bond to the 
 company for the faithful performance of their respective duties and for the 
 full and faithful accounting tor all the properties, moneys and funds of the 
 company, that may come to their hands, or under their control, respectively 
 the amount of such bond and the sureties thereon to be approved by the 
 
 board of directors. The board of directors shall have authority to require 
 
 bonds from any and all other officers, agents and employes of the company 
 and to require the increase of any bond at any time. 
 
 Sec. 15. Annual Meetings. — The annual meetings of the stockholders shall 
 be held in the city of Chicago, Illinois, on the third Tuesday in January 
 
 in each year at ten o’clock in the forenoon, and the secretary shall give at 
 
 least ten (10) days’ notice to each stockholder of each of said annual meet- 
 ings, either personally or by mail to their last known address. 
 
 For sections 16-20 see sections 17 to 21 on pages 86 and 87. 
 
 Sec. 21. Executive and Finance Committees. — The board of directors at 
 each annual meeting shall elect from their own number an executive com- 
 mittee and a finance committee. The board of directors or the executive 
 committee shall have power to order at any time an examination by an 
 
 expert accountant or auditor of all the records and business of the company 
 covering such period of time as may be desired, and the report of such 
 
 accountant or auditor shall show the condition of the business of the com- 
 pany at the close of the period for which such audit shall have been made. 
 
 Sec. 22. Duties of the Executive Committee. — The executive committee shall 
 consist of five members of the board of directors, of which committee, the 
 president shall be a member. Three members of this committee shall con- 
 stitute a quorum for the transaction of business. The executive committee 
 shall have the power and authority, when the board of directors is not in 
 
 session, to do and perform such ministerial acts and duties in the transaction 
 
44 § 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 of the business of the company as the board of directors does or can possess 
 by virtue of the acts of incorporation, or any other acts affecting the power 
 and authority of the corporation or its board of directors, or by virtue of 
 these by-laws, or any laws of this state. The executive committee shall keep 
 a record of all its transactions which shall be reported to the board of direc- 
 tors at the next meeting thereof. 
 
 Sec. 23. Duties of the Finance Committee. — The finance committee shall 
 consist of five members of the board of directors, of which committee the 
 president and treasurer shall be members. Three members of said committee 
 shall constitute a quorum for the transaction of business. The finance com- 
 mittee shall have the charge of investing and managing the company’s assets, 
 specify what loans may be made and fix the terms and conditions thereof 
 or the modification of the same ; shall have charge of the purchasing of bonds 
 or other securities in which the company is authorized by law to invest its 
 funds as they, from time to time, deem expedient, and such other and further 
 powers as the board of directors may specially delegate to said committee. 
 Said committee shall keep a record of all its transactions and report the 
 same in full to the board of directors at the next meeting thereof. 
 
 Sec. 24. Executive and Finance Committees. — All members of the executive' 
 committee and finance committee shall hold their offices for one year, and 
 until their successors shall have been elected and qualified. 
 
 All reports required by these by-laws shall be in writing and signed by 
 all of the members of the committee agreeing thereto, or by the officer 
 making the same. 
 
 Omit old section 25 on page 88. For sections 25 and 26 see sections 26 and 
 27 on page 88. 
 
 Sec. 28. Committee on Insurance and Agencies. — The president, general 
 manager, secretary and treasurer shall constitute a committee on insurance 
 and agencies; a majority of whom shall be a quorum for the transaction of 
 business; said committee shall have general supervision and direction of the 
 agency departments of the company. 
 
 No policy or contract of insurance or reinsurance shall be issued or made 
 by or on behalf of this company unless the same shall be in writing and 
 signed by the president and secretary of the company. 
 
 For sections 30 to 33 on pages 88 and 89 substitute the following: 
 
 Sec. 29. Investments. — Investments of the company’s funds may be made 
 in the form of notes, as well as bonds the same to be secured by mortgages 
 on unincumbered real estate and no loan shall be made by the company on 
 security of country real estate except on improved farms, and then not to 
 exceed one-half (J4) the value of the property offered on security, exclusive 
 of buildings. 
 
 Sec. 30. Rules re Investments. — No interest or matured principal shall be 
 allowed to remain overdue longer than six (6) months on any note or 
 bond and mortgage to the company without proceedings to collect the same 
 being directed by the treasurer unless the finance committee shall authorize 
 an extension. 
 
FIDELITY MUTUAL LIFE. 
 
 449 
 
 Sec. 31. Rules re Investments. — No payment of the principal of any note 
 or bond secured by mortgage on real estate shall be deemed valid or binding 
 upon the company except upon the joint receipt of the president and treasurer, 
 or either of them, and one other officer of the company. 
 
 Sec. 32. Appraisal, Fire Insurance, Options, etc. — Before any loan shall be 
 made of the funds of the company, the title of the property, to be mortgaged 
 to secure the same shall be examined and approved by the counsel ; the 
 mortgage and note or notes or bonds to secure the payment of the funds 
 loaned shall be duly executed, the mortgage recorded and the abstract of 
 title continued so as to show merchantable title in fee in the party making 
 the loan, all of which shall be approved by the general counsel. 
 
 Policies of fire insurance with loss clause in favor of the company shall 
 be furnished whenever the finance committee may require. Payment of 
 amounts loaned may be made and the loans closed through the company’s 
 accredited agent appointed for that purpose by the president or treasurer. 
 
 All opinions of the general counsel in relation to loans shall be rendered 
 in writing to the president or treasurer. 
 
 Sections 33 and 34 are the same as 34 and 35 on page 89. Omit section 
 
 36 on page 89 and make sections 37 and 38 sections 35 and 36. 
 
 Sec. 37. Alterations or Amendments. — These by-laws may be amended or 
 altered at any annual, quarterly or special meeting of the board of directors 
 by a majority vote of the entire membership of said board, provided ten 
 (10) days’ notice in writing of such proposed amendment or alteration shall 
 
 have been given each member of said board by mail to his last known 
 
 address, or personally, by the secretary and such notice shall contain a copy 
 of such proposed amendment or alteration. 
 
 FIDELITY MUTUAL LIFE INSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 For article 2, sections 4 and 5 on page 91 substitute the following : 
 
 Sec. 4. — The board of directors created under section 2 of this article 
 shall be competent to exercise all the powers vested in it by law, and shall 
 be elected annually at the annual meeting of the members which shall be 
 held on the second Tuesday of January, and the members in attendance shall 
 constitute a quorum. The election shall be held at the principal office of 
 the company at such hour as the board of directors at their December meet- 
 ing preceding may designate. Members may vote in person, by proxy, or 
 attorney. Each member shall be entitled to one vote. 
 
 Sec. 5. — Stated meetings of the directors shall be held at the office of the 
 company on the second Tuesday of each month, and special meetings may 
 be called at any time by the president, by giving the directors notice in writing. 
 
45 ° 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 FRANKLIN LIFE INSURANCE COMPANY. 
 
 Articles of consolidation by and between The Franklin Life Insur- 
 ance Company, a corporation organized and existing under the laws 
 of the State of Illinois, hereinafter in said articles referred to as The 
 Franklin, and the La Salle Life Insurance Company, a corporation 
 organized and existing under the laws of the State of Illinois, here- 
 inafter referred to in said articles as La Salle witnesseth : 
 
 First. That under and by virtue of the provisions of the laws of 
 the State of Illinois, The Franklin Life Insurance Company, of Spring- 
 field, Illinois, and the La Salle Life Insurance Company, of Chicago, 
 Illinois, are by these articles consolidated, and do become one cor- 
 poration under the corporate name and style of The Franklin Life 
 Insurance Company. 
 
 Second. All of the capital stock, business, good will, money, sur- 
 plus funds, property (real, personal and mixed), franchises, books, 
 papers, records, accounts receivable, notes, bonds, mortgages and other 
 securities, and any and all other assets, including contracts and choses 
 in action and the rights and remedies thereunder, of both The Franklin 
 and the La Salle, parties hereto, are hereby consolidated and trans- 
 ferred to and vested in said consolidated corporation, The Franklin 
 Life Insurance Company, and said consolidated corporation hereby 
 assumes all of the outstanding contracts, policies, debts, obligations and 
 liabilities of whatever kind, character or description of both The 
 Franklin and the La Salle, parties hereto, and shall and will become 
 hereby directly bound to and with the other parties to the said con- 
 tracts, policies, obligations and liabilities and all of them to the same 
 extent and upon the same terms as each or either of said companies, 
 parties hereto, is now held and bound. 
 
 Third. All the rights and interest of the existing policies of the 
 constitutent companies in the existing surplus funds of such companies 
 and in the surplus funds hereafter accruing on account of such policies, 
 shall be preserved inviolate by the consolidated corporation, and said 
 consolidated corporation shall from time to time make apportionment 
 and distribution from such surplus funds to such policies as the same 
 are by their respective terms entitled ; and said consolidated corpora- 
 tion shall keep such records and accounts of such surplus funds, and 
 the apportionments and distribution therefrom as may be necessary to 
 carry out this provision. 
 
FRANKLIN LIFE. 
 
 451 
 
 Fourth. Immediately upon the adoption hereof and the recording 
 by the insurance superintendent for Illinois of these articles, the con- 
 solidated corporation shall issue its certificate of capital stock in the 
 sum of one hundred thousand dollars (required by its charter to be 
 issued at once) in exchange for the certificates of capital stock of a 
 like amount in the La Salle, and shall deliver said certificates, share 
 for share, to the respective holders of said La Salle stock and there- 
 upon the certificates of stock of the said La Salle shall be retired and 
 cancelled. 
 
 Fifth. The following shall be the charter of the consolidated cor- 
 poration, The Franklin Life Insurance Company, and the same is 
 hereby declared to be adopted by the constituent companies and by 
 the said consolidated corporation pursuant to the provisions of the 
 laws of the State of Illinois. 
 
 Charter. 
 
 Article i. The name of this corporation shall be The Franklin 
 Life Insurance Company. 
 
 Article 2. The principal office of the corporation shall be located 
 at Springfield, in the county of Sangamon and State of Illinois. 
 
 Article 3. Sec. i. The corporate powers of this corporation 
 shall be vested in and exercised by a Board of not less than five (5) 
 nor more than eleven (11) directors (as may be determined by the 
 by-laws of the company), a majority of whom shall be citizens of the 
 State of Illinois at the time of their election, and by such officers, 
 agents and employes as such board of directors may from time to time 
 elect or appoint and empower. 
 
 Sec. 2. The following persons, Edgar S. Scott, J. O. Humphrey, 
 George B. Stadden, Henry Abels, John H. Sikes, Henry M. Merriam, 
 Horace L. Wiggins, Edgar S. Barnes, Will Taylor, George B. Abbott 
 and William T. Church shall constitute the board of directors until 
 the first annual meeting of the stockholders in 1911, and until their 
 successors are elected. At said meeting and at each annual meeting of 
 the stockholders thereafter the stockholders shall elect directors for 
 such term as the by-laws may provide. The time of the annual meet- 
 ing of the stockholders shall be fixed by the by-laws. 
 
 Sec. 3. Immediately upon the adoption and approval of this 
 charter, the board of directors shall elect officers of this corporation 
 who shall serve until their successors are elected in accordance with 
 the by-laws. 
 
45 2 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 4. Vacancies in the board of directors shall be filled for the 
 unexpired term by a majority vote of the remaining members of the 
 board. 
 
 Article 4. The capital stock of this corporation shall be one hun- 
 dred thousand dollars, divided into one thousand shares of the par 
 value of one hundred dollars each, of which one thousand shares of 
 the par value of one hundred dollars each shall be issued at once. 
 Any further issue of stock of this corporation shall be made upon a 
 two-thirds vote of all of the then issued stock cast in favor of the 
 proposition at any stockholders’ meeting held in accordance with the 
 by-laws of this corporation, and shall be issued upon such terms and 
 conditions as may be in the same manner determined by the stock- 
 holders. Any stockholder shall have the right to subscribe for such 
 proportion of the new capital stock to be issued as the stock then 
 owned by him, as shown by the books of the corporation, shall bear 
 to the amount of the stock previously issued and outstanding at the 
 date of such meeting. 
 
 Dividends on all capital stock shall be limited to a rate not exceed- 
 ing five per cent, per annum of the par value thereof ; and all surplus, 
 after such dividends shall have been paid, shall be used for policy- 
 holders, or apportioned or distributed to them in accordance with 
 the terms of their respective policies. 
 
 Article 5. The board of directors shall adopt by-laws for the 
 government of this corporation and may amend, alter or repeal the 
 same from time to time as may be deemed necessary or expedient. 
 
 Article 6. The objects and purposes of this corporation are to 
 make insurance upon the lives of persons, and every insurance pertain- 
 ing thereto, or connected therewith, and to grant or dispose of annui- 
 ties, pursuant to the provisions of the laws of the State of Illinois, and 
 to issue policies therefor upon the participating or non-participating 
 plan, or both, upon such terms and conditions as the board of directors 
 may from time to time authorize. 
 
 Article 7. The manner of conducting this corporation shall be 
 upon the stock plan and in all stockholders’ meetings each stockholder 
 may cast one vote in person or by proxy for each share of stock owned 
 by him on all matters coming before any such meeting. 
 
 Article 8. The charter of this corporation shall be perpetual. 
 
 Sixth. These articles and the charter herein set forth shall become 
 effective from and after the date of the recording thereof by the insur- 
 ance superintendent for the State of Illinois. 
 
HOME LIFE. 
 
 453 
 
 Wherefore in witness of the adoption of these articles of consolidation 
 and of the foregoing charter by more than two-thirds of all the votes 
 cast by its members represented at a meeting thereof held upon this 
 day, The Franklin Life Insurance Company, constituent hereto, has 
 caused these presents to be executed by its president and secretary in 
 triplicate and has caused its corporate seal to be affixed hereto; and 
 the La Salle Life Insurance Company by the vote representing more 
 than two-thirds of all the stock of the said corporation at a meeting 
 thereof held upon the twenty-sixth day of July, A. D. 1910, has like- 
 wise caused these presents to be executed by its president and secre- 
 tary in triplicate and its corporate seal to be affixed this twenty-seventh 
 day of July, A. D. 1910. 
 
 GERMANIA LIFE INSURANCE COMPANY 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 For article 10 on page 102 substitute the following: 
 
 Article 10. Reinsurance Reserve. — Whenever, as provided in Article 13 of 
 the company’s charter, a general statement shall be made and a balance struck 
 of the affairs of the company for the purpose of ascertaining the amount of 
 surplus or net profits, in calculating the company’s reserve, all valuations of 
 outstanding policies, additions thereto, unpaid dividends and all other obliga- 
 tions shall be made on the net premium basis according to the American 
 Experience Table of Mortality, with interest at the rate of three and one-half 
 per centum per annum; provided, however, that in accordance with section 
 84 of the Insurance Law of the State of New York of 1906 as amended May 
 7th, 1909, the company may value its policies or any class thereof according 
 to the American Experience Table of Mortality at a lower rate of interest 
 than that stated above, but not lower than three per centum per annum ; 
 provided further that the standard for the valuation of annuity policies issued 
 since January 1st, 1907, shall be “ Emory McClintock’s Tables of Mortality 
 Among Annuitants,” Males and Females, with interest at the rate of three- 
 and one-half per centum per annum. 
 
 HOME LIFE INSURANCE COMPANY. 
 
 Amendments to Charter. 
 
 Article 2. [Location .] — The company shall be located and the 
 principal office for the transaction of its business shall be in the city 
 
454 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 of Brooklyn, or in any city of the State of New York, of which the 
 city of Brooklyn subsequently to the incorporation of this company 
 is a part. 
 
 Article 4. Sec. i. [Powers; Hozv Exercised .] — The corporate 
 powers of this company shall be vested in a board of directors, and 
 shall be exercised by such board, and by such officers and agents as 
 they may appoint and empower. The board of directors shall consist 
 of not less than thirteen nor more than twenty-three persons, a major- 
 ity of whom shall be citizens of the State of New York, and each of 
 whom shall hold at least ten shares of the capital stock of the company. 
 
 Article 5. Sec. 2. [Notice of Election .] — Every election of 
 directors shall be held at the office of the company in the city of 
 Brooklyn, or in any city of the State of New York of which the city 
 of Brooklyn subsequently to the incorporation of this company is a 
 part, at such time in the month of March in each year as the board 
 shall direct. Notice of every such election shall be published for two 
 weeks immediately preceding the day of election in two news- 
 papers published in the city of Brooklyn or in any city of the State 
 
 of New York, of which the city of Brooklyn subsequent to the incor- 
 poration of this company is a part. All such elections shall be by ballot 
 and a plurality of votes shall elect. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Substitute the following for corresponding paragraphs on pages 116 and 117*. 
 
 Article i. Sec. 1. Annual Election. — The election of directors of this com- 
 pany shall be held annually on the first Wednesday of March, and the polls 
 shall be open for such a length of time as the directors may appoint. Notice 
 thereof shall be published for two weeks, next preceding the day of election, 
 
 in two daily newspapers, published in the city of New York. 
 
 Article 2. Sec. i. Meetings of the Board. — The directors shall hold their 
 regular meetings at the office of the company in the city of New York, on 
 the third Monday of January, April, July and October. Seven members shall 
 constitute a quorum of the board for the transaction of business. 
 
 Article 3. Sec. i. Officers, etc. — The board shall annually elect one of 
 its members to be president. It may elect one or more of its members to 
 be a vice-president. It shall elect a secretary, who may, if it is deemed 
 expedient, be also elected a vice-president, and it may appoint an actuary, 
 one or more assistant actuaries, one or more physicians, a counsel, one or 
 more assistant secretaries, a cashier, and such other officers, clerks and 
 servants as the interests of the company may require. In the absence of 
 the president, a vice-president may perform the duties of the president, and 
 
JEFFERSON STANDARD LIFE. 
 
 455 
 
 in case of the absence of the president and vice-presidents, or in case of 
 their inability to act, the board may appoint from its members a president pro 
 tempore. In the event of the death or disability of the president, the vice- 
 president, oldest in point of service as such, shall act as president. 
 
 Article 5. Sec. i. Committees. — The following standing committees shall 
 annually be elected by the board, and shall hold office for one year, and until 
 the election of their successors, viz : 
 
 1. An executive committee, to consist of the president and seven directors. 
 
 2. A finance committee, to consist of the president and four directors. 
 
 3. An auditing committee, to consist of four directors. 
 
 4. A building committee, to consist of the president and three directors. 
 
 A majority of any committee, except the executive committee, shall con- 
 stitute a quorum. Four members of the executive committee shall constitute 
 a quorum of that committee for the transaction of business. Regular minutes 
 shall be kept of the proceedings of all standing and special committees, which 
 shall be submitted to the board at each stated meeting, or at any other time 
 when they shall direct. 
 
 All committee business shall be transacted at a meeting called for the purpose. 
 
 Article 6. Sec. i. Insurance. — The net risk to be assumed by the com- 
 pany on a single life shall not exceed $25,000, together with such insurance 
 as may be added thereto from the application of dividends, or under the return 
 premium form of policy. 
 
 By “ net risk ” is meant the total sum payable by the company less the 
 reserve value released, and less any amount to be received from other com- 
 panies re-insuring part of the risk. 
 
 Article 7. Sec. i. Annual Statement and Dividend. — A full statement of 
 the affairs and business of the company shall be made at the January meeting 
 of the board in each year. 
 
 Sec. 2. — The annual division of the surplus profits to policyholders shall be 
 declared at the January meeting of the board. 
 
 JEFFERSON STANDARD LIFE INSURANCE COMPANY. 
 
 This is to certify that we, the undersigned, ten in number, all of 
 whom are residents of the State of North Carolina, do hereby asso- 
 ciate ourselves into a corporation under and by virtue of the laws of 
 the State of North Carolina and particularly those laws contained in 
 the revisal of 1905, chapter 100, and the amendments thereto, and to 
 that end do hereby set forth : 
 
 1. That the name of this corporation is Jefferson Standard Life 
 Insurance Company. 
 
45 6 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 2. The location of the principal office of the corporation in the 
 State of North Carolina is at Raleigh ; but it may have such other 
 branch offices and places of business, both out of the State of North 
 Carolina, as well as in said State, as to its board of directors may 
 seem necessary and proper. 
 
 3. The objects for which this corporation are formed are to carry 
 on the business commonly known as life, accident, and health insur- 
 ance, as a stock corporation, contract for the payment of endowments 
 or annuities, and to make and enter into such other contracts as may 
 be conditioned on the continuance or cessation of human life. 
 
 The said corporation shall have power to reinsure any risks which 
 it may have taken and may accept reinsurance upon risks taken by 
 other insurance companies. 
 
 This company shall have no power, directly or indirectly, to make 
 any contribution, in money or otherwise, to any person, committee, 
 organization or corporation for political purposes. 
 
 The said corporation shall have power to do all and everything 
 necessary, suitable, convenient or proper for the accomplishment of 
 any of the purposes, or the attainment of any one or more of the 
 objects herein enumerated, or incident to, the powers herein named, 
 or which shall at any time appear conducive or expedient for the pro- 
 tection or benefit of the corporation, either as holder of, or interested 
 in, any property or otherwise, with all the power now or hereafter 
 conferred by the laws of North Carolina upon like corporation under 
 the statutes hereinbefore referred to. 
 
 4. The authorized capital stock is $500,000 divided into 10,000 
 shares of the par value of $50 each ; but the corporation may organize 
 when $50,000 of the capital stock, composed of 500 shares and a sur- 
 plus composed of $50,000 shall have been subscribed for ; but the cor- 
 poration shall not write any insurance until $250,000 of the capital 
 stock composed of 5,000 shares and a surplus of $250,000 shall have 
 been subscribed and paid for in cash. 
 
 5. The names and postoffice addresses of the subscribers for stock 
 
 are as follows : * * * 
 
 6. The period of existence of this corporation is unlimited. 
 
 7. The board of directors shall have power by vote of a majority 
 of all the directors to make, alter, amend and rescind the by-laws of 
 the corporation, which shall remain in full force and effect until 
 amended or rescinded by the stockholders. 
 
LAMAR LIFE. 
 
 457 
 
 8. The board of directors, by vote of a majority of all the directors, 
 may in its discretion declare out of net earnings voluntary dividends 
 upon non-participating policies of five or more years standing. 
 
 In witness whereof we have hereunto set our hands and affixed our 
 seals this, the 22d day of May, 1907. 
 
 THE LAMAR LIFE INSURANCE COMPANY. 
 
 Section i. Be it known that the signers and subscribers to these 
 articles of association and their associates, successors and assigns are 
 to be created a body corporate under the name of “ The Lamar Mutual 
 Life Insurance Company of Mississippi/’ 
 
 Sec. 2. The domicile of said corporation to be in the city of Jack- 
 son, Hinds county, Mississippi. 
 
 Sec. 3. The corporation to exist and to have succession for a 
 period of fifty years. 
 
 Sec. 4. The capital stock of said corporation to be fifty thousand 
 dollars ($50,000), divided into one thousand (1,000) shares of the 
 par value of fifty dollars ($50) each. 
 
 Sec. 5. Said corporation to be authorized to make insurance upon 
 the lives of individuals and every insurance appertaining thereto or 
 connected therewith, and to grant, purchase or dispose of annuities. 
 
 Sec. 6. The said corporation to be authorized to exercise all of the 
 powers and enjoy all of the privileges bestowed upon such corpora- 
 tions by chapter 25 and chapter 65, Annotated Code of Mississippi of 
 1892, and the several acts amendatory thereof ; and to do and per- 
 form all such other things as may be necessary and proper to carry 
 into effect the purpose for which it is hereby created, not inconsistent 
 with law. 
 
 Sec. 7. Said corporation to have a board of directors of not less 
 than five members, to be chosen by the stockholders and such other 
 officers as may be decided upon. 
 
 Sec. 8. A meeting with power to organize said corporation under 
 this charter to be called by any one of the incorporators named herein, 
 upon giving seven days’ notice of the time and place thereof. 
 
 We, the undersigned, set forth our intention of forming a corpora- 
 tion for the purpose of establishing a life insurance business on the 
 plan outlined above. * * * 
 
45^ CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Amendment of 1909. 
 
 Be it known, that the charter and articles of association of The 
 Lamar Mutual Life Insurance Company are amended in the following 
 particulars, to- wit: 
 
 Section 1 is amended to read as follows : “ Be it known that the 
 
 signers and subscribers of these articles of association and their asso- 
 ciates, successors and assigns, are to be created a body corporate under 
 the name of The Lamar Life Insurance Company, of Mississippi." 
 
 Section 4 is amended to read as follows : “ The capital stock of 
 
 the corporation to be two hundred thousand dollars ($200,000), 
 divided into twenty thousand (20,000) shares of the par value of ten 
 dollars ($10) each, but the said corporation may begin business when 
 fifty thousand dollars ($50,000) of said capital stock shall have 
 been subscribed for and paid in cash. 
 
 Witness our signatures this 18th day of January, 1909. * * * 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article i. Capital Stock. Sec. i. (a) The amount of capital stock, by 
 the act of incorporation and the amendment thereto, is authorized to be two 
 hundred thousand dollars ($200,000.00), divided into twenty thousand (20,000) 
 shares of the par value of ten dollars ($10.00) each, to be evidenced by stock 
 certificates which shall be transferable only on the books of the company 
 either in person or by attorney ; but no transfer of stock shall be binding 
 until the old certificate be surrendered and a new one issued to the trans- 
 feree and recorded in the books of the company. 
 
 (b) In case of loss of certificate of stock, the board of directors is hereby 
 authorized to prescribe such rules and regulations as are deemed necessary 
 to protect the interests of the company in issuing certificates of stock in lieu 
 of certificates alleged to be lost or destroyed. 
 
 Article 2. Dividends. Sec. i. To Policyholders. — From the profits arising 
 from the participating policies in force, after the provisions incorporated in 
 article 6 of these by-laws, the board of directors shall annually in the month 
 of January declare a dividend to such participating policyholders, according 
 to the kind and class of each policy, or place to the credit of the policy its 
 equitable proportion of such profits, which shall be payable according to the 
 terms of the policy. 
 
 Sec. 2. How May be Applied. — Dividends falling due to mutual policyholders 
 may be applied by the assured either to the purchase of additions to the policy ; 
 or toward the liquidation of any loan granted to the policyholder ; or, if there 
 be no loan, toward the reduction of premiums during the next succeeding 
 year, or left in trust with company. 
 
 Sec. 3. When Accrue. — No policy not in force shall be entitled to dividends, 
 nor shall any policy be entitled to dividends until there shall have been paid 
 
LAMAR LIFE. 
 
 459 
 
 thereon two annual premiums, and the dividends shall become due and payable 
 upon the anniversary of the policy only when the annual premium thereon, 
 if any, shall be paid. 
 
 Article 3. Stockholders. Sec. i. Meeting of. — The annual meeting of 
 stockholders shall be held on the third Monday in January at such hour as the 
 directors may fix. At this meeting the stockholders shall choose by ballot 
 a board of fifteen (15) directors, in manner and form as hereinafter provided. 
 An affirmative vote of a majority of the stock represented at the meeting at 
 which there is a quorum shall be required for the election of a director. All 
 vacancies occurring in the board of directors during the interim between 
 election of directors by the stockholders shall be filled by the remaining 
 directors. 
 
 Sec. 2. Special Meeting. — The holders of one-fifth of the capital stock may, 
 at any time, call a special meeting of the stockholders or instruct the president 
 to do so for them. A reasonable notice of such meeting must be given. 
 
 Sec. 3. How May Vote. — The vote on all questions in the stockholders* 
 meeting shall be by shares ; and each share of the stock shall be counted 
 as one vote. All stock must be voted by the owners of it in person, or 
 by a person authorized by power of attorney to vote such stock ; and an 
 affirmative vote of a majority of the stock present will be required to transact 
 any business. 
 
 Article 5. Policies and Applications. Sec. i. Policies and Insurance. — The 
 company may issue policies of insurance upon the life of any person from 
 the age of one year to sixty-five inclusive, but for no greater amount than 
 ten thousand dollars ($10,000.00) upon the life of one person. 
 
 Sec. 2. Applications for Insurance. — No policy of insurance shall be issued 
 until there has been filed in the home office an application therefor, signed by 
 the person making the application, together with the certificate of a reputable 
 physician, that the person to be insured is in sound health ; and no policy 
 shall be issued upon the life of any person of unsound health. 
 
 Article 6. Directors. Sec. i. Board of Directors. — The board of directors 
 shall consist of fifteen (15) stockholders. Each stockholder shall own in his 
 own name and have under his own control at least ten (10) shares of the 
 capital stock of the company. The board of directors shall be divided into 
 three (3) classes of five (5) each, the entire board to be elected at the first 
 regular meeting of the stockholders in 1909’; but class A for one year, class 
 B for two years, and class C for three years ; but upon the expiration of the 
 term of any class of directors, their successors shall be elected for three yeai .. 
 But it is expressly provided that five (5) members of the above named board 
 will constitute a quorum for transaction of business, and an affirmative vote 
 of a majority of all directors present, if there are five or more, will be neces- 
 sary for the passage of any business. 
 
 Sec. 2. Meeting of Directors. — The board of directors shall hold regular 
 monthly meetings on the second Tuesday of each month for the transaction 
 of business, and such other meetings as the president may call or upon the 
 call of four directors made in writing. 
 
460 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 3. Policies, Rates, etc. — The board shall adopt such plans of insur- 
 ance, forms of policies, tariff of rates, and regulations upon the subject of 
 insurance, as it may deem proper. 
 
 Sec. 4. Disposition of Funds. — From the general funds of the company the 
 board shall make the following provisions: 
 
 First. To pay the necessary expenses of conducting the business of the 
 company, and all approved claims resulting from death and matured endow- 
 ments. 
 
 Second. To establish and perpetuate a surplus fund in such a sum as 
 may, in the judgment of the board, be necessary for the security of the 
 company. 
 
 Sec. 5. Dividends to be Afade from Profits. — After providing for the re- 
 quirements of the first and second paragraphs of section 4, above, and setting 
 aside whatever may be due to participating policyholders as provided in article 
 2, from the remaining profits arising from the business, if any, the board 
 shall annually declare for the stockholders whatever dividend in their judg- 
 ment may be advisable. 
 
 Article 7. Officers. Sec. i. The officers of the company shall be a presi- 
 dent, a first vice-president, a second vice-president, a secretary, an assistant 
 secretary, who may also be auditor, a treasurer, an actuary, a chief medical 
 director, and a general counsel, all of whom shall be elected by ballot by 
 the board of directors, at the first meeting of said board after the election 
 of directors, and shall hold their respective offices for one year or until 
 their successors are duly elected and qualified. There shall also be appointed 
 by the board such other employes as the interests of the company may require. 
 
 Sec. 2. Compensation of Officers. — The officers of the company shall be 
 allowed for their services a fair and reasonable compensation which shall be 
 fixed by the board of directors. 
 
 Article 8. Bonds of Officers. Sec. i. The president of the company and 
 the treasurer shall each give bond in the penal sum of twenty thousand 
 ($20,000.00) dollars in some good, financially responsible indemnity or surety 
 company, at the expense of the company ; and the secretary and assistant 
 
 secretary shall give bond or bonds in the penal sum of ten thousand dollars 
 ($10,000.00) each, in some good, financially responsible indemnity or surety 
 company, at the expense of the compan} r , said bond or bonds guaranteeing the 
 faithful performance of the respective duties or trusts of said officers, and the 
 amount of said bond or bonds may be increased from time to time by 
 
 order of the board of directors. 
 
 Sec. 2. Bonds to be Approved by General Counsel. — These bonds shall be 
 
 submitted to the general counsel of the company, whose approval shall be 
 
 endorsed thereon in writing. Each bond shall be so drawn as to remain 
 in force until the end of the tenure of the office of the person to whom it 
 relates, and until another bond or bonds be substituted and approved by the 
 board and general counsel. After each annual election of officers, their bonds 
 shall be submitted anew for the approval of the general counsel and the board. 
 
 Sec. 3. Bonds to be Deposited. — The bonds of the officers shall be deposited 
 for safe keeping in the box rented by the company as hereinafter provided for. 
 
LAMAR LIFE. 
 
 46 l 
 
 Article 9. Duties of President and Vice-Presidents. Sec. i. Duties of the 
 President. — The president shall have supervision of the finances and invest- 
 ments, and the general oversight of the business of the company. He shall 
 preside at all meetings of the board of directors, and shall have power to 
 convene the board at any time he may deem it expedient; and he shall be 
 required to do so at the request o'f any four members of the board of direc- 
 tors, and shall attend to such other business as the board of directors may 
 direct. 
 
 Sec. 2. Duties of Vice-Presidents. — The vice-presidents shall act in the 
 place and discharge all the duties of the president in his absence. 
 
 Article 15. Securities; Loans. Sec. i. Securities to be Deposited. — All 
 securities of the company and bonds of the company shall be deposited for 
 safe keeping in a safety deposit box, rented for that purpose, or in vaults 
 of the state treasury, as required by law, and the key to said box shall 
 be in the possession of the president ; but the said box shall not be opened 
 by the president except in the presence of the treasurer or general counsel. 
 
 Sec. 2. Conditional Loans to Employes. — No loan shall be made to any 
 officer, director or employe of the company until it has been approved by 
 the board of directors. 
 
 Article 16. Receipts; Expenditures. Sec. i. Receipts and Payments. — No 
 assignments or payment of the principal of a mortgage note, payable to the 
 
 company, shall be valid except upon the joint endorsement or receipt of the 
 
 president and the treasurer; and a stipulation to this effect shall be incor- 
 porated in the bond as a part of the contract. If the money is paid at the 
 
 home office, the receipts shall be countersigned by the auditor. 
 
 Sec. 2. Receipts for Moneys. — Receipts for moneys paid at the home office 
 shall in all cases be signed by the secretary or assistant secretary and counter- 
 signed by the president ; and the receipts at the agencies shall be signed by 
 the president and secretary or assistant secretary and countersigned by the 
 agent. 
 
 Sec. 3. Signing Checks and Drafts. — All checks and drafts for the payment 
 of money shall be signed by the president and the secretary or assistant secre- 
 tary or auditor and drawn on the treasurer; and made payable to the order 
 of the person to whom the same is due. 
 
 Sec. 4. Relating to Interest Overdue. — No interest on any bond or mort- 
 gage belonging to the company shall be allowed to remain due longer than 
 thirty days without foreclosure proceedings being directed by the president, 
 unless the board of directors authorizes a longer delay. 
 
 Article 17. Amendments. — Sec. i. These by-laws may be amended at any 
 regular or called meeting of the stockholders, a majority of the entire stock 
 voting for the amendment. 
 
462 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 LIFE INSURANCE COMPANY OF VIRGINIA. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Adopted May, 1902. 
 
 1. The regular meeting of the board of directors shall be held on the last 
 Wednesday of each month. A special meeting may be held when called by 
 the president, or in the event the president declines to call a special meeting 
 upon the request of five members of the board, then such special meeting may 
 be held when called by a notice published once in one of the newspapers 
 published in the city of Richmond, signed by any five members. 
 
 2. At each regular meeting of the directors, the standing committees shall 
 report their action for the month preceding. 
 
 3. The board of directors of this company shall consist of seven members. 
 
 4. All the countersigning required by the charter shall be done by the 
 secretary, or in his absence by some person to be designated by the executive 
 committee. 
 
 5. Until otherwise ordered, the class of policies issued by the company shall 
 be endowment policies, life policies for a whole life, and term policies. The 
 premiums in all cases to be paid in cash annually, semi-annually, quarterly, 
 bi-monthly or monthly. 
 
 6. No policy except such as is authorized by by-law No. 11 and except 
 such industrial policies as the executive committee may determine shall be 
 issued to any person until such person shall be recommended by a medical 
 examiner of the company. 
 
 9. At the close of each fiscal year the accounts and assets of the company 
 shall be examined by a special committee of three, on which committee any 
 of the following persons shall be competent to serve, Directors of the com- 
 pany who are not members of the finance committee, the actuary, the auditor, 
 stockholders and other competent persons not in the service of the company. 
 
 10. At any meeting of stockholders some stockholder other than the 
 president shall be selected by vote of the body to preside over the meeting, 
 and all proceedings of the body shall be attested for record by his signature. 
 Such meetings shall be governed by the rules of the House of Delegates 
 of Virginia. 
 
 11, Pure endowment policies without medical examination of applicants 
 therefor may be issued to any amount, with premiums payable in monthly 
 installments or otherwise, with such conditions of non-forfeiture and upon 
 such other terms and conditions as the executive committee or board of di- 
 rectors may determine. 
 
 12, Resolved, That the vice-presidents provided for in the charter of this 
 company shall be designated as first vice-president and second vice-president, 
 and the election by the board of directors shall be for said officers respectively. 
 
MANHATTAN LIFE. 
 
 463 
 
 MANHATTAN LIFE INSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Adopted April 12, _ 1910. 
 
 Board of Directors. 
 
 Section i. Stated Meetings ; Special Meetings. — Stated meetings of the 
 board of directors shall be held on the second Tuesday of each month. 
 Special meetings may be called, upon reasonable notice, by the president or 
 in his absence by the senior vice-president present; or by the secretary upon 
 the written request of either the standing committees or of any three directors. 
 The call for any special meeting shall indicate the business to be transacted. 
 
 Sec. 2. Annual Meeting; Election of President and Standing Committees. — 
 The first meeting of the board of directors following the annual election shall 
 be the annual meeting , at which time there shall be elected by ballot a president 
 and members of the standing committees, whose term of office shall continue 
 for the ensuing year. 
 
 Sec. 3. Standing Committees. — There shall be four standing committees of 
 four directors each, namely: (1) the executive committee, (2) the committee 
 
 on policy claims, (3) the committee on agencies and insurance, (4) the com- 
 mittee of audit. The president shall also be ex-officio a member of all 
 committees. 
 
 Sec. 4. Vacancy in Presidency or Standing Committee.. — In case of the death 
 or resignation of the president or of any member of a standing committee, the 
 board may by ballot fill the vacancy for the unexpired term. 
 
 Sec. 5. Nominating Committee. — At the stated monthly meeting in Sep- 
 tember, a committee of five directors shall be elected by ballot, who shall 
 recommend to the board suitable persons for directors to be nominated by 
 the board as its candidates at the next ensuing annual election. 
 
 Sec. 6. Examination Committee. — At the stated monthly meeting in Decem- 
 ber each year, an examination committee, consisting of four directors (none 
 of whom shall be at the time members of the executive committee) shall be 
 elected by ballot, whose duty it shall be to examine the assets and liabilities 
 of the company, and report thereon to the board. The examination of the 
 corporate bonds and stock may be made in conjunction with the executive 
 committee. 
 
 Sec. 7. Appointment of Special Committees. — All other committees, except 
 those above specified, or as ordered by the board of directors, shall be appointed 
 by the president. 
 
 Sec. 8. Presiding Officer at Meetings. — The president, or, in his absence, the 
 senior vice-president present, or in their absence a director elected by a majority 
 of a quorum present, shall preside at every meeting of the board of directors. 
 
 Officers and Their Duties. 
 
 Sec. 9, Officers of Company. — The officers of the company shall be a pres- 
 ident, one or more vice-presidents, a secretary, an actuary, and such assistant 
 
464 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 secretaries and assistant actuaries and other officers, as the board of directors 
 may deem necessary from time to time. 
 
 Sec. 10. Appointment of Officers. — The officers above mentioned, except the 
 president, shall be appointed annually by the board of directors at the annual 
 meeting, and shall hold their respective offices during the pleasure of the 
 board. 
 
 Sec. 1 7. Meetings of Committees. — It shall be the duty of the standing com- 
 mittees to meet monthly or oftener if necessary. Each committee at its 
 first meeting after election or appointment shall organize by electing a chair- 
 man, who shall cause to be kept in writing a true record of the proceedings at 
 each meeting, which record shall be signed by the members, and read at the 
 next stated meeting of the board. 
 
 Sec. 18. Reports of Committees. — Each standing Committee shall report to 
 the board the condition of the department to which its duties relate, at the 
 stated meeting in January, and as often as may be deemed proper, and make any 
 suggestions deemed suitable for the improvement of the affairs and conduct 
 of the company. Such reports shall be in writing, and signed by the members 
 concurring therein. 
 
 Sec. 20. Executive Committee. — The chairman of the executive committee, 
 in the absence or inability of the president, shall perform all the duties of 
 the president relating to the custody and control of the securities and the 
 property of the company. The committee shall have general control of the 
 investments and finances of the company, including authority to direct the 
 purchase and sale of securities, and the making of all loans, except loans on 
 policies, which shall be made by the officers. The committee shall quarterly, 
 or oftener, examine the securities and cash on hand, and report at the next 
 stated meeting of the board. The committee, when called upon, shall consult 
 with the president concerning the affairs or the company. 
 
 Sec. 21. The committee on policy claims shall examine the proofs and papers 
 relating to policy claims, made upon the death of the insured and all payments 
 and compromises of policy claims shall be reported to the committee. 
 
 Sec. 22. The committee on agencies and insurance shall have general super- 
 vision of the agency affairs of the company and all appointments and changes 
 in the agency force shall be reported to it. The committee shall determine 
 the rates of premiums to be paid for regular insurance and annuity policies. 
 
 Sec. 23. The committee of audit shall audit the account of all cash dis- 
 bursements. 
 
 Miscellaneous. 
 
 Sec. 24. Effecting Insurance ; Payment of Claims. — The president or either 
 vice-president shall have power to effect insurance on applicants who have 
 passed a satisfactory medical examination, to issue annuities and to pay or 
 compromise any claims made by reason of the death of the insured or 
 otherwise. 
 
 Sec. 25. Deposits of Money. — All moneys received by the company shall be 
 deposited in such banks or trust companies as may be designated by the execu- 
 tive committee. Deposits shall be made daily, to the credit of the company, 
 whenever the sum on hand exceeds five thousand dollars. 
 
MASSACHUSETTS MUTUAL LIFE. 
 
 465 
 
 Sec. 26. Signing of Checks and Drafts.' — All checks or drafts on the banks 
 or trust companies, in which deposits are made, shall be signed by the president 
 or one of the vice-presidents, and by one of the other officers, and drawn pay- 
 able to the order of the person entitled to receive the money. 
 
 Sec. 28. Officer or Employee Not to Borrow Funds. — No officer or employee 
 of the company shall, directly or indirectly, borrow the funds of the company, 
 or in any manner use the same for his private purpose. 
 
 Sec. 29. Compensation of Officers. — The officers shall receive such compen- 
 sation as the board of directors may determine. 
 
 Sec. 30. Fees and Commissions. — No officer or employee shall receive any 
 emolument in the shape of fees or commissions, either directly or indirectly, 
 for any business connected with the company, except that employees may 
 receive commission upon insurance or annuities issued upon applications pro- 
 cured by them. 
 
 Sec. 31. Bonds of Officers and Employees. — Any officer or employee may be 
 individually bonded in such sum as the executive committee may from time 
 to time determine. 
 
 Sec. 34. Medical Department. — The board shall annually appoint a medical 
 director, and when deemed necessary, one or more assistant medical directors, 
 who under the general supervision of the president shall have charge of the 
 medical department of the company. 
 
 Sec. 35. Counsel. — The board shall annually appoint the company’s general 
 counsel, who under the general supervision of the president shall have charge 
 of all suits brought by or against the company, and shall furnish the company 
 with such legal advice as may be necessary. 
 
 Sec. 36. Investments. — All investments shall be made in the name of “ The 
 Manhattan Life Insurance Company,” except such as may be otherwise di- 
 rected by law or by the Government or insurance departments. 
 
 Whenever a loan is made secured by real estate, the company shall require 
 a bond or note duly executed, a satisfactory policy or policies of fire insurance 
 upon any buildings thereon and a certificate from the examining counsel ap- 
 proving the title, where there is no title insurance. All titles shall be examined 
 under the supervision of the general counsel of the company. 
 
 MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Page 147 amend to read as follows : 
 
 Sec. 5. Board of Directors. — There shall be a board of twenty directors, 
 elected by ballot, all of whom shall be members of the company, and at 
 least two-thirds of them shall be citizens of Massachusetts. Five directors 
 shall constitute a quorum for the transaction of business. 
 
 Sec. 7. Election of Officers. — At the regular meeting of the directors in 
 January of each year, they shall elect by ballot, from their own number, a 
 president, a vice-president, a second vice-president and six members of the 
 
4 66 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 finance committee; they shall also elect by ballot a secretary, an actuary 
 and one or more medical directors ; said officers and the members of said 
 committee shall hold office until the election of their successors. * * * * 
 
 At said regular meeting the president may appoint, subject to the approval 
 of the directors, the following named additional officers : counsel, assistant 
 counsel, superintendent of loans, superintendent of agencies, auditor and agency 
 auditor; also, subject to such approval, the following committees: agency com- 
 mittee, committee on death claims, auditing committee. 
 
 Sec. 13. Finance Committee. — The finance committee shall consist of seven 
 directors including the president, ex-officio, and three members of said com- 
 mittee shall constitute a quorum for the transaction of business. 
 
 METROPOLITAN LIFE INSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Following sections as given on page 155 have been amended : 
 
 Sec. 1. The officers of this company shall consist of a president, vice- 
 president and such other vice-presidents as the board of directors may deter- 
 mine to be numerically designated beginning with second vice-president, treas- 
 urer, secretary, one or more assistant secretaries as may be appointed by the 
 board, actuary, comptroller, medical directors and such assistant medical 
 directors as the board of directors may appoint, and counsel and general 
 solicitor, and general attorney. 
 
 Sec. 5. The board of directors shall hold a meeting on the fourth Tues- 
 day of each month, to hear the reports of officers and committees, and for 
 the transaction of general business. 
 
 Sec. 8. At the quarterly meeting to be held on the fourth Tuesday of 
 April in each and every year there shall be appointed by the president, with 
 the concurrence of the board, two standing committees, and which shall hold 
 their appointments for one year, to wit : a finance committee consisting of 
 five members and an auditing committee of three members. 
 
 Sec. 13 (old sec. 14). — The meetings of the standing committees shall be 
 at the call of the president ; in his absence, of the vice-president ; in the 
 absence of both the president and vice-president, at the call of the treasurer ; 
 or at any time at the call of any member ; and any committee may prescribe 
 stated meetings to be held at such intervals as it may appoint. 
 
 Sec. 23 (old sec. 22). 
 
 Sec. 24 (old sec. 23). — All checks shall be signed by two of the following: 
 president, vice-president, the other vice-presidents, treasurer, secretary, assist- 
 ant secretary, actuary, comptroller, medical director and assistant medical 
 director, manager of the ordinary department and manager of the inter- 
 mediate branch, but the signature of the president may be printed in fac simile 
 upon the checks. 
 
 Sec. 25 (old sec. 24). 
 
MUTUAL LIFE OF NEW YORK. 
 
 467 
 
 Sec. 26: All policies in the ordinary department (except those issued out 
 
 of the intermediate branch) and annuity bonds shall be signed by two of 
 the following officers : president, vice-president, the other vice-presidents, treas- 
 urer, secretary, assistant secretaries, actuary, medical directors and assistant 
 medical directors, but the signature of the president may be printed in fac- 
 simile upon the policies. Policies in the industrial department and the inter- 
 mediate branch of the ordinary department shall not be signed, but shall 
 have printed facsimile signatures of the president and secretary, and shall 
 be issued under the rules prescribed by the officers. 
 
 Secs. 27, 28 and 29 same as old sections 26, 27 and 28. 
 
 MICHIGAN MUTUAL LIFE INSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. 16. Funds; How Invested. — In third paragraph strike out “No appli- 
 cation for loans on real estate from incorporated companies shall be enter- 
 tained by the finance committee.” 
 
 MUTUAL LIFE INSURANCE COMPANY OF NEW YORK. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 1. The meeting of the policyholders for the election of trustees, shall be 
 held at the office of the company in the city of New York at 10 a. m. on 
 the first Monday of June. 
 
 2. On the third business day following the date upon which the inspectors 
 of election shall certify the result to the company, the meeting of the trustees 
 shall be held for the election, by ballot, of a president and vice-president who 
 shall hold their offices until others are elected in their stead ; vacancies in 
 such offices shall be filled by the trustees for the unexpired terms. 
 
 3. Any vacancy in the board of trustees may be filled at any meeting 
 subsequent to the one at which the nomination is made of a person to fill 
 such vacancy. 
 
 4. Monthly meetings of the trustees shall be held on the last Wednesday 
 in each month, unless the board shall otherwise direct. If such Wednesday 
 occurs on a legal holiday, the meeting shall be held on the first business 
 day following. 
 
 5. Special meetings shall be called by the secretary, by direction of the 
 president, or whenever three trustees shall request him in writing so to do, 
 but no business shall be taken up or considered at a special meeting except 
 that referred to in the notice of meeting unless with the consent of a majority 
 of the members of the board. 
 
468 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 6. All meetings shall be called "by giving personally or by mail at least 
 two days’ written or printed notice to each trustee. 
 
 7. Eleven trustees shall constitute a quorum for the transaction of business, 
 but a less number may adjourn from time to time until a quorum is present. 
 
 8. All officers are subject to removal by a two-thirds vote of the trustees 
 present at a meeting. 
 
 9. The president, or, in his absence, the vice-president, shall preside at 
 all meetings of the board. In the absence of the president and vice-president, 
 a president pro tempore shall be elected by the board. 
 
 10. There shall be the following standing committees of the board, whose 
 members shall be elected by ballot at the meeting of the trustees referred 
 to in paragraph 2 : 
 
 Finance committee. , 
 
 Real estate committee. 
 
 Committee on insurance and agencies. 
 
 Committee on mortuary claims. 
 
 Auditing committee. 
 
 In the election of each committee there shall be at least one trustee who 
 has not served during the previous term on that committee. 
 
 In the case of a vacancy or vacancies occurring in the membership in 
 any committee, the same may be filled for the unexpired term by the remain- 
 ing members of such committee. In the absence or incapacity of a trustee 
 member of any committee the president may designate any other trustee to 
 fill the place temporarily. 
 
 11. There shall also be a general committee, composed of one trustee from 
 each of the other standing committees (who shall be selected by the members 
 thereof respectively) and the president and vice-president. 
 
 12. The president shall be ex-officio member of all standing committees 
 and may preside at the meetings thereof, except the auditing committee, the 
 members of which shall choose their own chairman. 
 
 13. The trustees may, at any meeting, elect or appoint such other officers 
 or committees whose election or appointment is not otherwise provided for, 
 as may be deemed necessary, and may define their duties. 
 
 14. The president, vice-president or a second vice-president are hereby 
 empowered to execute, under corporate seal properly attested by a secretary, 
 treasurer or assistant treasurer, documents authorized by resolutions of the 
 finance committee, real estate committee, general committee, or the board. 
 
 15. The president, vice-president and second vice-presidents, or either of 
 them, are empowered to execute leases of the company’s property, or for 
 property for company’s use. 
 
 18. With the exception of the president and vice-president, no officer of 
 the company shall be a member of the board of trustees or as ex-officio 
 member of a committee have the right to vote. 
 
 19. The finance committee shall consist of five trustees, the president and 
 vice-president, ex-officio. 
 
 Three members shall constitute a quorum. 
 
MUTUAL LIFE OF NEW YORK. 
 
 469 
 
 All investments and loans of the company (other than policy loans, real 
 estate loans and the acquisition of property through foreclosure sales) and 
 all sales of securities shall be made under the direction of, and according to 
 regulations established by, this committee. 
 
 This committee shall have supervision, of the securities held by the com- 
 pany, and select or approve the depositories of its funds. 
 
 20. The real estate committee shall consist of five trustees, the president 
 and vice-president, ex-officio. 
 
 Three members shall constitute a quorum. 
 
 This committee shall determine and direct what loans may be made upon 
 bond and mortgage, fix the terms and conditions thereof, determine all appli- 
 cations for extensions of time of payment or other modifications of the terms 
 and conditions of outstanding mortgage loans ; they shall have power to 
 declare the principal of notes, bonds, mortgages, security and trust deeds 
 wholly due and payable for default in the payment of any instalment or 
 principal thereof, or interest thereof, or for any breach of covenant or condi- 
 tion therein contained in accordance with the provisions thereof ; and have 
 general authority over the real estate and real estate mortgages of the com- 
 pany with power to sell and dispose of real estate other than office buildings. 
 
 21. The committee on insurance and agencies shall consist of five trustees, 
 the president and vice-president, ex-officio. Three trustee members shall 
 constitute a quorum. 
 
 They shall determine the rates of premiums and the principles upon which 
 policies and other obligations pertaining to life, trusts, endowments, or an- 
 nuities, may be issued or purchased by the company, the maximum risk to 
 be taken on a single life, and shall have general jurisdiction over the forms 
 of all policies, contracts, applications and examinations. 
 
 They shall have supervision of all questions relating to the distribution 
 of surplus. 
 
 This committee shall have general supervision of the agency departments 
 of the company’s business ; authorize the appointment of managing agents 
 and agency inspectors, the transfer of agencies, prescribe the territory in 
 which business may be transacted, determine the forms of all contracts with 
 agents engaged in the acquisition of new business, fix the salaries of man- 
 aging agents, agency instructors and supervisors, the rates of commission 
 for soliciting agents, and any other allowances relating thereto, also the rates 
 of pay for medical referees and of fees for medical examinations. 
 
 This committee shall also, by appropriation or otherwise, determine or 
 approve the amount expended for rents, agency clerical forces, traveling and 
 other expenses incident to the agency work or the acquisition of new busi- 
 ness, including advertising connected therewith. 
 
 This committee shall regulate the amounts to be advanced to contract agents 
 on account of premium commissions, and limit the aggregate amount to be 
 so advanced. 
 
 This committee shall report to the board of trustees at the December 
 meeting in each year, the rules and methods under which the agents are 
 to be appointed and compensated. 
 
47 © 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 22. The committee on mortuary claims shall consist of four trustees., the 
 president and vice-president. Two members shall constitute a quorum. 
 
 The committee shall pass upon all claims on policies which the officers 
 of the company find disputable, and shall direct the payment of same, or 
 their rejection, settlement, or compromise upon such terms as may be 
 equitable and just. 
 
 23. The auditing committee, consisting of four trustees, shall have super- 
 vision of rules and methods established by the accounting department for 
 the recording and auditing of all receipts and disbursements of the company 
 and the authority upon which they are entered upon the general books ; and, 
 as an examining committee, shall make, annually and from time to time, 
 such examinations thereof as they may deem necessary through public account- 
 ants or otherwise. 
 
 Two trustee members shall constitute a quorum. 
 
 24. General Committee. — This committee shall consist of one trustee mem- 
 
 ber each from the finance committee, real estate committee, committee on 
 insurance and agencies, committee on mortuary claims, and auditing com- 
 mittee, the president, and the vice-president, ex-officio. Three trustee members 
 shall constitute a quorum. * * * 
 
 The committee shall receive quarterly the necessary reports showing the 
 business transacted and the income and expenses of the company, together 
 with proper statements of comparisons. 
 
 This committee shall recommend to the board of trustees for approval the 
 salaries of all officers elected by the board ; they shall also fix the compensa- 
 tion of all officers appointed by the president with the approval of the board, 
 and may provide for the continuance in the service of the company at reduced 
 compensation of officers and employees attaining the age of sixty-five years. 
 
 25. No trustee or officer of this company shall receive any money or 
 valuable thing for negotiating, procuring, recommending or aiding in any 
 purchase by, or sale to this company of any property or any loan from this 
 company, nor be pecuniarily interested, either as principal, co-principal, agent 
 or beneficiary, in any such purchase, sale or loan. 
 
 27. These by-laws may be altered at any meeting of the board, by a vote 
 of two-thirds of the trustees present ; provided notice of the nature of the 
 proposed alterations shall be given at a meeting preceding their adoption. 
 
 NATIONAL LIFE INSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Page 200, Section 6 of Article 4 amended to read as follows : 
 
 6. The committee on selection shall consist of the medical director, assistant 
 medical directors, two elective officers of the company and one other member, 
 not necessarily an elective officer, to whom all applications for insurance shall 
 be submitted for examination. 
 
NEW YORK LIFE. 
 
 471 
 
 NATIONAL LIFE INSURANCE COMPANY OF THE UNITED 
 STATES OF AMERICA. 
 
 Charter. 
 
 Page 201. Section 7 amended to read as follows: The capital 
 
 stock of this company shall be five hundred thousand dollars ($500,- 
 000) divided into five thousand (5,000) shares, each share of the 
 par or face value of one hundred dollars ($100). 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Page 202, Section 1, amended to read, “ There shall be nine directors of the 
 company ; ” also “ Five directors shall constitute a quorum.” 
 
 Page 203, Section 6, amended to read, “ There shall be a finance committee 
 composed of three members.” 
 
 NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Page 207 substitute the following: 
 
 1. The annual meeting of the corporation shall be held at the home office 
 in Boston, on the fourth Monday of January in every year, for the choice 
 of directors and other business. 
 
 2. The secretary shall be clerk of the corporation and shall give due notice 
 of the annual meeting according to law. 
 
 Omit Section 7, making Section 8 No. 7. 
 
 NEW YORK LIFE INSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Adopted July 13, 1910. 
 
 1. Charter Powers (See p. 211). 
 
 2. Executive Officers. — At the stated meeting of the board of trustees in 
 May of each year, in addition to a president required by the charter of the 
 company, one or more but not exceeding three vice-presidents, one or more 
 but not exceeding three second vice-presidents, one or more but not exceeding 
 two secretaries, and a treasurer shall be elected by ballot, who shall hold their 
 offices for one year and until others are elected in their stead. 
 
47 2 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 It shall be the duty of such officers to attend all meetings of the board of 
 trustees when possible, but, unless a trustee, no officer except the president 
 shall have the right to vote. 
 
 3. Stated Meetings of Board. — There shall be a stated monthly meeting of 
 the board of trustees held at the home office of the company on the second 
 Wednesday of each month. Special meetings may be called by the president, 
 or by three trustees, or in the absence of the president, by any one of the vice- 
 presidents, in the order of their election at the last annual election. All stated 
 or special meetings shall be called by a written or printed notice to each 
 tiustee. Nine trustees shall constitute a quorum for the transaction of business. 
 The president, or in his absence, a trustee elected by a majority of the quorum 
 present, shall preside at every meeting of the board of trustees. 
 
 4. President, General Powers. — The president shall have a general super- 
 vision and direction of the business of the company and shall be ex-officio a 
 member of all committees. He shall (a) appoint, subject to the approval of 
 the board of trustees, one or more actuaries, one or more comptrollers, one 
 or moie auditors, one or more general counsel, one or more medical directors, 
 and such other junior officers, superintendents of departments and divisions 
 in the home office organization, as shall be provided by resolution of this 
 board from time to time, who shall hold their offices for one year and until 
 others are appointed in their stead, unless sooner removed by the president, 
 with the concurence of the board of trustees. 
 
 (b) At the stated meeting in the month of May in each year, nominate 
 subject to election by the board of trustees, the standing committees provided 
 for in by-law 17. 
 
 (c) With the consent of the finance committee, transfer securities, satisfy 
 mortgages execute deeds and other documents, and whenever necessary for 
 that purpose, affix the seal of the company to any proper instrument or 
 instruments. 
 
 5. Salaries Executive Officers (See p. 212). 
 
 6. Vice-Presidents.. — The vice-presidents, in the order of their election, at 
 the last annual election, during the absence or inability of the president, shall 
 be vested with all the powers which are conferred upon the president by these 
 by-laws. 
 
 The vice-presidents and the treasurer shall each of them have the same 
 power as the president, under the direction of the finance committee, to transfer 
 securities, satisfy mortgages, execute deeds and other documents, and, whenever 
 necessary for such purposes, affix the seal of the company to any proper 
 instrument or instruments. 
 
 8. Treasurer’s General Duties (See Section 8 on page 212, omitting last 
 three lines). 
 
 9. Agency Men and Agents’ Appointment. — The presidents, the vice-presi- 
 dents and the second vice-presidents, under the supervision of the agency 
 committee, shall appoint, supervise, and fix the compensation of the agents, 
 agency directors, inspectors of agencies, and all employees engaged chiefly in 
 the acquisition of new business. 
 
 14. Medical Directors’ Powers and Duties. — The medical directors, in the 
 fields assigned to them by the president, may, with the approval of the office 
 
NEW YORK LIFE. 
 
 473 
 
 committee, appoint or remove one or more assistant medical directors, and 
 also in the same way name or remove one or more physicians, who shall 
 have authority to advise the acceptance or rejection of risks. These appointees 
 shall perform such other duties as the president, the office committee or the 
 medical directors may from time to time direct. 
 
 Every application for insurance, under the supervision of the medical di- 
 rectors, assistant medical directors or medical appointees provided for in this 
 by-law shall be rated in accordance with its longevity value, and, under regu- 
 lations prescribed by the office committee, a corresponding risk may be 
 assumed. No risk shall be otherwise taken on any life except on the advice of 
 the medical directors, assistant medical directors or medical appointees, or by 
 special direction of the board of trustees. 
 
 15, Kinds of Business Authorized (See Section 16 on pages 212 and 213). 
 
 1 7. Standing Committees. — The standing committees shall be as follows : 
 
 (a) A finance committee, to consist of the treasurer and seven trustees; 
 but the treasurer, unless a trustee, shall not have the right to vote. 
 
 (b) An executive committee, to consist of a vice-president and seven trustees. 
 
 (c) An agency committee, to consist of a vice-president and seven trustees. 
 
 (d) A loss committee as follows : four trustees, one of whom shall be 
 chairman, a secretary, a general counsel, and the superintendent of the division 
 of policy claims. 
 
 (e) An auditing committee as follows: three trustees, one of whom shall 
 be chairman, a secretary, a comptroller, a general counsel, and an auditor. 
 
 (f) An office committee as follows: three trustees and the officers pro- 
 vided in by-law 2. 
 
 Each standing committee shall elect its own chairman, and four members, 
 of whom the president, may be one, shall constitute a quorum. 
 
 18. Duties of Finance Committee. — It shall be the duty of the finance com- 
 mittee to have supervision of the funds of the company; to direct the making 
 and changing of investments subject to specific authority otherwise conferred 
 by the board; provided, however, that no purchase or sale shall be made 
 without the consent of all the members of the committee present. (See also 
 second paragraph of Section 19 on page 213.) 
 
 19. Duties of the executive committee (See Section 20 on pages 213 and 214). 
 
 20. Duties of Agency Committee (See Section 21 on page 214). 
 
 21. Duties of Loss Committee. — It shall be the duty of the loss committee 
 to supervise and govern the payment of death-claims. The committee shall 
 report to the board of trustees, for approval, the rules and methods under which 
 such claims are paid, both in the home office and in the offices of issue, and such 
 other information as the board of trustees may desire. 
 
 22. Duties of Auditing Committee (See Section 23 on page 214). 
 
 23. Duties of Office Committee (See Section 24 on page 214). 
 
 24. General Duties of Standing Committees. — It shall be the duties of the 
 standing committees to convene on the call of the president, or, in his absence, 
 on the call of one of the vice-presidents. They shall hold regular meetings 
 at such periods as may be necessary, but not less than once a month, for the 
 transaction of the business herein assigned them. 
 
474 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Whenever a vacancy occurs in any standing committee the president shall 
 fill such vacancy by appointment, in accordance with the provisions of by- 
 law 17, and shall report such action to the next stated meeting of the board 
 for approval. 
 
 The standing committees shall make a report at each stated meeting of 
 the board. These reports shall be signed by the members of the committtee 
 who concur therein. Reports shall include a resume of the work of the pre- 
 vious calendar month, and such other information as the board may, from 
 time to time, desire. 
 
 No expenditure shall be contracted for or made except by authority of the 
 board or by authority of the finance, the agency, the office or the executive com- 
 mittee, as provided in these by-laws. 
 
 Any change desired by any committee in the program presented at the stated 
 meeting in January of each year, or at any stated meeting, must be submitted 
 to the board for its approval. 
 
 The minutes of the meetings of all standing committees shall be carefully 
 kept and submitted to the board when called for. 
 
 25. Offices of Issue Outside Home Office. — Whenever in the judgment of 
 the officers named in by-law 2, the interests of the company’s business require 
 it, offices may be established at convenient points throughout the world, where 
 the contracts provided in by-law 15, shall be made and the business of the 
 company in the territory under the jurisdiction of each such office shall be 
 carried on, under such regulations as may be established from time to time 
 by the office committee. 
 
 26. Investments in Company’s Name Only (See section 27 on page 215). 
 
 27. Deposit of Moneys; By Whom Drawn (See section 28 on page 215). 
 
 28. Officers and Trustees Cannot Use Company’s Funds (See section 29 on 
 page 215). 
 
 29. Vacancies in Board; How Filled (See section 30 on page 215). 
 
 31. Investments Authorized. — The funds of this company shall be invested 
 and kept invested in the following interest- or income-bearing securities among 
 those permitted by the provisions of the insurance laws of the State of New 
 York, viz.: in bonds of the United States or of the State of New York; 
 
 in bonds of any county or incorporated city in the State of New York; 
 
 in bonds and mortgages on improved and unencumbered real property 
 in the State of New York, worth fifty per centum more than the amount 
 loaned thereon ; in bonds of any solvent institution incorporated under the 
 laws of the United States or any State thereof ; in bonds issued by any city, 
 county, town, village or school district of the State of New York; in bonds 
 of any of the States of the United States. 
 
 They may also be invested on the pledge of any of the above securities. 
 
 The company may furthermore invest the funds required to meet its obli- 
 gations incurred in other States of the United States or foreign countries and 
 in conformity with the laws thereof, in the same kind of securities in such other 
 States or foreign countries as are provided in the laws of the State of 
 New York. The company may also loan on the pledge of its own policies of 
 insurance a sum not to exceed the reserve which it then holds on any such 
 policy. 
 
 
OREGON LIFE. 
 
 475 
 
 Investments Prohibited. — But this company shall not purchase or grant any 
 mortgage loans on unimproved property or on farms, churches, breweries, 
 factories, or mining enterprises of any description whatsoever Neither shall this 
 company make any loan on or investments in what are commonly known as 
 industrial enterprises, nor shall this company invest in or loan on stocks. 
 Pursuant to the law of the State of New York, the company shall not acquire 
 by purchase or otherwise, any real estate except for the accommodation of its 
 business or in satisfaction of debts due the company. 
 
 Omit section 33 on page 216, change 34 and 35 to 32 and 33. 
 
 OREGON LIFE INSURANCE COMPANY. 
 
 Know all men by these presents : That we, Johan Poulsen, L. 
 
 Samuel and O. F. Paxton, of the State of Oregon, being desirous of 
 incorporating and creating a corporation for the purpose of engaging 
 in the enterprise, business, pursuit and occupation hereinafter specified, 
 do hereby associate and incorporate ourselves together and form a 
 corporation under the laws of the State of Oregon relating to private 
 corporations, and do make, subscribe, execute and acknowledge in 
 triplicate these the articles of incorporation thereof. 
 
 Article i. The name assumed by this corporation and by which 
 it shall be known is Oregon Life Insurance Company. 
 
 Article 2. The duration of this corporation is and shall be un- 
 limited. 
 
 Article 3. The enterprise, business, pursuit and occupation in 
 which this corporation proposes to engage is to make insurance upon 
 the lives and health of individuals and against accidents and every 
 insurance appertaining thereto or connected therewith, and to grant, 
 sell, purchase and dispose of and make contracts for and relating to 
 annuities and endowments. To that end this corporation shall have 
 power to make and issue and perform and enforce policies and con- 
 tracts of insurance upon the lives of individuals and upon their health 
 and against accidents, or any thereof, and policies and contracts grant- 
 ing, selling, providing for, purchasing and relating to annuities and 
 endowments, or either thereof, of such forms, tenor and effect and of 
 such kinds and classes and upon such premiums, payments, terms and 
 conditions as may be from time to time provided by the by-laws of 
 this corporation or authorized by its board of directors ; and to acquire, 
 own, improve, hold, use and enjoy, and sell, lease, rent dispose of and 
 convey real and personal property for the purposes in the manner 
 
476 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 and to the extent which the laws of the State of Oregon authorize 
 life insurance companies so to do ; and to invest and reinvest any and 
 all moneys, funds, and assets belonging to, received or held by it, and 
 to purchase, acquire, own and enjoy and sell and dispose of bonds, 
 stocks and securities of all kinds excepting mining stocks ; and to loan 
 any and all moneys and funds belonging to, received or held by it on 
 mortgages upon unencumbered real estate of not less than twice the 
 value of the amount loaned, and on approved bonds, stocks and per- 
 sonal securities to the extent of not more than three-fourths of the 
 actual market value of such bonds, stocks or securities and to loan 
 money upon its own policies or contracts of insurance; and to pur- 
 chase, acquire and hold for the benefit of the company any policies of 
 insurance, dividends or other obligations of or issued by the company ; 
 and generally, to do all things necessary to fully accomplish the pur- 
 poses of its incorporation. The rates of premiums for all life insur- 
 ance taken and issued by this company shall be no higher than the 
 rates of premiums for the same amounts and classes of insurance 
 upon persons of the same ages in the regular life insurance companies 
 who now realize, or estimate that they realize, three and one-half per 
 centum upon the money which they have invested. 
 
 Article 4. The principal office and place of business of this cor- 
 poration shall be at the city of Portland, in the county of Multnomah, 
 in the State of Oregon, but it shall have full power and authority to 
 do business, acquire, hold and dispose of property and exercise all or 
 any of its corporate powers not only in the State of Oregon, but as 
 well throughout the other states and territories of the United States 
 and in foreign countries. 
 
 Article 5. The capital stock of this corporation is one hundred 
 thousand dollars, and it shall be divided into one hundred shares. 
 
 Article 6. Each share of the capital stock of this corporation is 
 one thousand dollars. 
 
 Article 7. The capital stock of this corporation shall draw and 
 the holders thereof be paid dividends at the rate of seven per centum 
 per annum, and no mpre, and such dividends shall be paid annually, 
 semi-annually or quarterly as the board of directors shall from time 
 to time determine or the by-laws of the company prescribe, and such 
 dividends shall be cumulative, that is to say, if not paid in any year 
 they shall be paid out of any funds available therefor in succeeding 
 years. Such dividends shall be paid before any earnings or profits 
 shall be paid to or set aside for the benefit of policyholders. No 
 
OREGON LIFE. 
 
 477 
 
 dividends greater than at the rate of seven per centum per annum 
 shall ever be paid upon any share or shares of the capital stock or to 
 any stockholder upon his shares, and all net earnings and profits of 
 the company over and above the seven per centum per annum divi- 
 dends on the capital stock and such portions thereof as are carried 
 as reserve funds shall be accumulated and held for the benefit of the 
 holders of the participating policies of insurance issued by the com- 
 pany and entitled to share therein and be credited or distributed to 
 the holders of such policies from time to time as may be ordered by 
 the board of directors, or provided by the by-laws, or required by the 
 terms of the policies or by law. 
 
 Article 8. At any time after five years from the first day of 
 March, 1906, the holders of the policies of insurance issued by this 
 company and then in force and outstanding, shall, whenever it is 
 determined so to do by the holders of a majority in amount of the 
 policies of insurance issued by the company and then in force and 
 outstanding, have the right to purchase, take over, hold and own for 
 the benefit of the policyholders of the company all of the shares of 
 the capital stock of this corporation by paying to each holder of shares 
 of the capital stock the par value of his shares, together with interest 
 thereon at the rate of seven per centum per annum from the first day 
 of March 1906, until the time of the taking over of the stock, less the 
 amount of all dividends which have been paid upon such shares, and 
 each subscriber to the capital stock of this corporation and each and 
 every person at any time acquiring, holding or owning shares of its 
 capital stock, subscribes for, takes, accepts, receives and holds the 
 same on condition that the same may be t so purchased, acquired and 
 taken over for the benefit of the policyholders of the company, and 
 consents and agrees that the policyholders may so purchase, acquire 
 and take over the capital stock. Should the laws of the State of 
 Oregon so permit, all of the capital stock of this corporation may at 
 any time after five years from the first day of March, 1906, be retired, 
 canceled and redeemed by the company by paying to each holder of 
 shares thereof the par value of his shares with interest thereon at the 
 rate of seven per centum per annum from the first day of March, 1906, 
 until redeemed, less the amount of all dividends paid thereon by the 
 company, so that, this corporation shall have no capital stock, but shall 
 be a purely mutual company, composed of its policyholders, and in 
 that event, the management and control of the company shall there- 
 upon become vested and thereafter belong exclusively to and be exer- 
 
478 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 cised by its policyholders and such officers and agents as may be 
 elected and appointed by them. 
 
 Article 9. In the year 1908, and in every, year thereafter, an 
 account shall be taken of the business done and net profits earned by 
 the corporation up to that date and thereupon a balance shall be 
 struck, and it shall be determined by the actuary of the company, 
 whose determination shall be conclusive, how much net earnings are 
 then applicable to be divided among the policyholders, and thereupon 
 there shall be credited to each policyholder the amount of dividend 
 shown to be due him by the actuary’s calculation. All dividends upon 
 participating deferred dividend policies shall be held and accumulated 
 until the end of the dividend period. All dividends upon participating 
 annual dividend policies, may, at the option of the policyholders, either 
 be drawn out in cash or applied toward the payment of the next pre- 
 miums falling due upon the policies or used to purchase additional 
 insurance to be added to the policies. Non-participating and term 
 policies shall not draw any dividends, such policies being issued at 
 lower rates of premiums, and the holders thereof, in consideration 
 of such lower rates of premiums, waiving all claims to dividends or 
 surplus earnings. 
 
 Article 10. No one person shall be permitted to subscribe for or 
 at any time own or hold more than two shares of the capital stock of 
 this corporation. 
 
 Article ii. The insurance business of this corporation shall be 
 conducted upon the mutual plan, saving and excepting that until its 
 capital stock shall be taken over and acquired by the policyholders or 
 retired and canceled under authority of law, the management and 
 control of the corporation shall be vested in the stockholders and a 
 board of directors elected by them, and dividends at the rate of seven 
 per centum per annum shall be paid upon the capital stock. 
 
 Article 12. The stockholders of this corporation at their first or 
 some subsequent meeting shall adopt and provide by-laws for this 
 corporation, and such by-laws may be thereafter altered, changed, 
 amended or repealed in such manner as may be therein provided, and 
 not otherwise. 
 
 Article 13. We hereby designate and appoint L. Samuel, one of 
 our number, and authorize him to open books and receive subscriptions 
 to the capital stock of this corporation. 
 
 Tn witness whereof, we have hereunto set our hands and seals this 
 2 1st day of February, 1906. * * * 
 
OREGON LIFE. 
 
 479 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article 2. Stockholders’ Meetings. Sec. i. The regular annual meeting 
 of the stockholders of this corporation, after the year 1910, for the election 
 of directors and the transaction of such other business as may properly come 
 before the meeting for action shall be held on the first Tuesday in the month 
 of February in each year, beginning with the year 1911, at 3.30 o’clock p. m., 
 at the principal office of the company in the city of Portland, or such other 
 place in said city as shall be specified in the notice of the meeting. 
 
 Sec. 2. Notice of annual meeting shall be given by publishing the same 
 once at least thirty days previous to the meeting in one newspaper of general 
 circulation published in Portland, Oregon, and by mailing a notice thereof to 
 each stockholder. The failure to give such notice shall not cause the meet- 
 ing to be lost, but it shall be adjourned until the required notice can be given. 
 
 Sec. 3. In case it should happen that an election of directors should not 
 be held at the annual meeting or an adjournment thereof the president shall 
 designate a place and a time, not later than sixty days, for holding a meeting 
 of the stockholders for the election of directors, and shall cause notice thereof 
 to be given as above provided in case of the annual meeting. 
 
 Sec. 4. A special meeting of the stockholders of this corporation may be 
 held at any time upon call of the board of directors, and it shall be the duty 
 of the board of directors to call a special meeting as soon as practicable 
 whenever requested in writing by stockholders of record holding not less 
 than one-fourth of the outstanding capital stock of the company. 
 
 Sec. 5. Notice of any special meeting shall be given by mailing a copy of 
 such notice at least fifteen days before the meeting in a postage prepaid 
 envelope addressed to each stockholder at his address as entered upon the 
 books of the company and by causing the notice to be published once at least 
 fifteen days before the meeting in the manner required for notice of the annual 
 meeting. The notice of a special meeting shall specify the time and place 
 of meeting and briefly indicate the objects of the meeting, and no other 
 business than that specified in the notice shall be transacted or considered 
 at such meeting. 
 
 Sec. 6. Each stockholder, in person, by proxy or by general power of 
 attorney, shall be entitled to one vote for each share of stock standing in 
 his name on the books of the corporation. 
 
 Sec. 8. To constitute a meeting, stockholders must be present in person 
 or by proxy, representing a majority of all the outstanding capital stock of 
 the company, and affirmative votes cast in person or by proxy by the holders 
 of at least one-third of the entire capital stock of the company shall be 
 required in order to carry any proposition. 
 
 Sec. 10. Any holder of proxies may, prior to any meeting, submit his 
 proxies to the secretary or assistant secretary for examination, and the certifi- 
 cate of such secretary or assistant secretary as to the number of shares repre- 
 sented by such proxies and as to the regularity of the proxies may be 
 received as prima facie evidence of the number of shares represented by the 
 holder for the purpose of establishing the presence of a quorum at such 
 meeting and organizing the same. 
 
480 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 12. A meeting of the stockholders may be held at any time and place 
 without notice if all the stockholders be present in person or by proxy, or 
 if the holders of the majority of the capital stock be present and the holders 
 of the shares not present shall, in writing, either before or after the meeting, 
 waive notice thereof. 
 
 Sec. 13. Each director elected shall be notified by the secretary or assistant 
 secretary of his election, and in case any person elected shall not, within 
 fifteen days after the date of the notice of his election, signify his acceptance 
 and qualify as such director, the board of directors may declare a vacancy 
 to exist. 
 
 Sec. 14. The president, and in his absence, one of the vice-presidents, shall 
 call all meetings of stockholders to order and act as chairman of such meet- 
 ings. In the absence of these officers, any stockholder or proxy of any 
 stockholder may call the meeting to order and the chairman shall be selected. 
 The secretary of the company shall act as secretary of all meetings of stock- 
 holders, but the board of directors may designate an assistant secretary for 
 that purpose, either before or at the meeting. 
 
 Sec. 15. Every person holding stock in any representative or fiduciary 
 capacity may represent the same at all meetings of the corporation, and may 
 vote thereon as a stockholder. 
 
 Sec. 16. Shares of stock in this corporation belonging to said corporation 
 shall not be voted upon directly or indirectly. Any corporation holding stock 
 in this corporation may vote thereon through any person regularly empowered 
 so to do. 
 
 Article 3. Directors. Sec. i. The general management of the business 
 and affairs of the corporation shall be vested in a board of fifteen directors. 
 Five directors shall constitute a quorum at all regular or special meetings 
 of the board. Each director must be a stockholder in the corporation and 
 a resident of the state of Oregon. Any director ceasing to be a stockholder 
 in the corporation or ceasing to be a resident of the state of Oregon, shall 
 cease to be a director, and his office shall become vacant. 
 
 Sec. 2. Any vacancy in the board of directors shall be filled by a vote 
 of a majority of the remaining directors and the director so elected shall 
 hold office until the next annual meeting and until his successor is elected 
 and qualified. 
 
 Sec. 3. Regular monthly meetings shall be held on the first Tuesday of 
 each month at four o’clock p. m. Special meetings may be called by order 
 of the president at any time, and shall be called at the request of anv three 
 members of the board of directors. 
 
 Sec. 4. The secretary or assistant secretary shall mail or telegraph notice 
 of all meetings to each director at least twenty-four hours before such meet- 
 ing, unless such notice is specially waived by the director to whom the same 
 was not so mailed or telegraphed. 
 
 Sec. 5. A meeting of the directors may be held at any time and place 
 without notice, if a quorum of the directors be present at the meeting and 
 the absent directors either before or after the meeting waive notice in writing- 
 thereof. 
 
OREGON LIFE. 
 
 481 
 
 Sec. 6. Each director shall be paid a fee of five dollars for each meeting 
 of the board of directors, or of the finance committee, which he shall attend, 
 at which a quorum is present and business is transacted. 
 
 Sec. 8. The directors, at the first meeting after their election, shall meet 
 and organize by electing by ballot a president, three vice-presidents, a general 
 manager, a secretary and assistant secretary, a treasurer, a general attorney, 
 an auditor, an actuary, a medical director, and such additional officers and 
 assistant officers, and such committees as the board may deem advisable. All 
 of said officers, excepting the manager, the secretary, the assistant secretary, 
 the auditor, the treasurer, the actuary, the medical director and the general 
 attorney must be members of the board of directors. 
 
 Sec. 9. All officers and employees, except those elected by the board, shall 
 hold office at the discretion of the officer appointing, but subject at all times 
 to removal by a vote of the board, subject, however, to such contract as the 
 stockholders may authorize the board of directors to enter into with L. Samuel 
 as manager of this corporation. Any officer (except as above provided), may 
 be removed by the affirmative vote of a majority of the board of directors. 
 One person may hold more than one office, if, in the judgment of the board 
 of directors, it is advisable so to do, and a director may hold one or more 
 offices, together with that of director. 
 
 Sec. 10. The salaries of all the officers shall be fixed by the board of direc- 
 tors, and those of its general agents and employees shall be fixed by the 
 general manager, subject to the approval of the board of directors. 
 
 Article 4. Finance Committee. Sec. i. There shall be a finance committee 
 to consist of the president, who shall be ex-officio chairman thereof, the treas- 
 urer and three members of the board of directors who shall be elected by 
 the board. Such committee shall be chosen annually at the first meeting of 
 the board of directors after the annual election, or as soon thereafter as 
 possible. 
 
 Sec. 2. The finance committee, under the direction of the board of directors, 
 shall have general charge of the finances of the corporation and supervision 
 of all securities owned or held by it, and shall approve all loans and invest- 
 ments. Such committee shall cause to be endorsed on the application for a 
 loan, the appraisement of the property offered as security, and also the report 
 and findings of such committee as to the advisability of such loan. Such 
 committee shall also act as a committee on expenditures. 
 
 Sec. 3. The finance committee may appoint such sub-committees as it may 
 deem necessary, and shall keep a full and accurate report of all of its acts 
 and proceedings, and report the same to the board of directors at each regular 
 monthly meeting of such board. 
 
 Sec. 4. Regular meetings of the finance committee shall be held on the 
 first Tuesday in each month, at 3 o’clock p. m., and special meetings may 
 be called at any time by the chairman and shall be called at the request of 
 the president or any two members of the committee. 
 
 Sec. 6. Three members of the committee shall constitute a quorum for the 
 transaction of business. 
 
.482 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 7. Any vacancy in the committee shall be filled by the board of 
 directors at its next monthly meeting. 
 
 Article 5. President. Sec. 1. The president shall have general charge, 
 control and supervision of all the business and operations of the company 
 and over all its officers, agents and employees, except as here expressly pro- 
 vided. He shall, if present, preside at all meetings of the directors and of 
 the stockholders. He shall be ex-officio member and chairman of all standing 
 committees, and may preside at the meetings thereof, except meetings of the 
 auditing committee. He shall attend the meeting of any special committee 
 when requested by the chairman thereof. He shall be the inspector of all 
 elections of directors and certify who are elected. He shall also act as inspector 
 of the voting on any other matter or resolution unless the meeting appoint 
 special inspectors for such purpose. He shall make annual reports showing 
 the condition of the affairs of the company, making such recommendations as 
 he thinks proper, and he shall from time to time bring before the directors 
 such information as may be required, touching the business and property of 
 the company. 
 
 Article 6. General Manager. Sec. i. Under the supervision of the presi- 
 dent, the general manager shall have charge of all the business and opera- 
 tions of the company, and shall have power to appoint, subject to the approval 
 of the president, all subordinate officers and agents. 
 
 Sec. 2. The general manager of this company shall make a report to the 
 board of directors at each . monthly meeting of such board, and shall have 
 under such rules as may be prescribed by the board of directors, the direction 
 of the forms of policies to be issued by the company, the rates to be charged 
 therefor, and, together with the president or with one of the vice-presidents, 
 shall have power, subject to the approval of the board, to modify or vary 
 the conditions of said policies and issue permits. 
 
 Article 13. Investments, Loans and Commissions. Sec. i. Investments shall 
 be made only on approval of the finance committee ; loans other than upon 
 policies issued by the company to be made only upon signed application there- 
 for to be so approved in writing. Loans upon policies issued by the company 
 shall be made as therein provided, subject to such rules and regulations, as 
 the finance committee may deem proper. No investments or loans shall be 
 made by this corporation, its board of directors, its finance committee, or any 
 other committee or officer of the company, except in accordance with the 
 articles of incorporation. 
 
 Sec. 2. No commission, direct or indirect, shall be received by any officer, 
 agent or employee of this company for procuring or assisting in the procuring 
 of any loan or loans from this company. 
 
 Sec. 3. Upon approval of any loan to be made on real estate security, the 
 application therefor showing the approval of the proper officers shall be de- 
 livered to the counsel for the company together with an abstract of title 
 extended to the date of such delivery. Counsel for the company shall then 
 examine such abstract of title and upon approval of title to the real estate 
 offered as security, shall cause payment of the money to be made and the 
 security therefor to be delivered to him and the conveyance or mortgage on 
 
OREGON LIFE. 
 
 483 
 
 the property to be recorded in the proper office ; he shall then cause the 
 abstract to be extended showing the recording of such conveyance or mort- 
 gage, and such abstract of title containing the examination so continued with 
 searches annexed and certificates of searches for taxes, assessments, and all 
 other liens, together with a certificate of the counsel for the company of 
 the examination of such abstract of title, shall be deposited with the treasurer 
 within a reasonable time after the making of the loan. 
 
 Article 15. Insurance Policies. Sec. i. Every policy of insurance issued 
 by this company shall be signed by the president or authenticated by a litho- 
 graphed or printed facsimile of his signature thereon and signed by the secre- 
 tary of the company. No policy of insurance of any kind shall be made, or 
 shall be binding or obligatory upon the company, saving and excepting only 
 policies issued from the home office of the company and signed by the 
 president and secretary of the company as in this section provided. 
 
 Sec. 2. In case of the loss or destruction of a policy of insurance, upon 
 satisfactory proof of such loss or destruction, a duplicate policy may be 
 issued in its place. 
 
 Article 16. Examination of Assets. Sec. i. After the close of each fiscal 
 year, the accounts and assets of the company shall be examined by a special 
 committee of three or more directors, not members of the finance committee, 
 whose report shall be placed on the minutes and such special committee shall 
 have power to employ independent auditors or such clerical assistants as they 
 may deem necessary, and call upon any employee for such services as they 
 may require in connection with their work. 
 
 Article 17. Limitation of Risk. Sec. i. Until March 1, 1908, no risk on 
 any one life shall be written or assumed in excess of $10,000, but policies 
 to the amount of $20,000 may be written, payable only in the event of death 
 or maturity at the rate of $1000 per annum. 
 
 Article 20. Policyholders. Sec. i. Whenever the capital stock of this 
 corporation shall, in accordance with its articles of incorporation be retired, 
 every policyholder in good standing at the time of the annual election for 
 board of directors holding a policy on which he has paid a full year’s premium 
 shall be entitled to vote for directors of this company, one vote for every 
 $1,000 of insurance held by him, but no person shall, at the retirement of 
 said stock be entitled to become a director of the company unless he is a 
 policyholder in good standing, holding insurance to the amount of at least 
 $5,000, and shall have paid five full annual premiums upon the same. 
 
 Article 21. Salaries. Sec. i. No salary in excess of two thousand dollars 
 per year shall be established, except with the approval of the board of directors. 
 
 Article 23. Transfer of Stock. Sec. i. Shares of stock of this cor- 
 poration shall be transferable only upon its books by the holder thereof in 
 person or by his attorney duly authorized thereto in writing, and upon the 
 surrender and cancellation of certificate therefor duly endorsed. 
 
 Sec. 2. Whenever any transfer shall be made for collateral security and 
 not absolutely, the fact shall be so expressed in the entry of said transfer. 
 
 Sec. 3. In case of the loss or destruction of a certificate, another may be 
 issued in its place upon satisfactory proof of such loss or destruction, and 
 
484 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 the giving of a bond of indemnity or other security to the satisfaction of the 
 board of directors. 
 
 Article 25. Dividends. Sec. 1. The earning of this corporation shall only 
 be transferred on its books according to the order of the board of directors 
 made at regular or special meetings, and no dividend shall be paid to stock- 
 holders, or other disposition of earnings made except under order of the 
 board of directors, and in accordance with the articles of incorporation of 
 this company. 
 
 Article 26. Checks, etc. Sec. i. The board of directors shall, by resolu- 
 tion, duly passed, provide by whom all checks or other orders for the pay- 
 ment of money shall be signed, and by whom all contracts (except policies 
 of insurance) on behalf of this corporation shall be made. No check shall 
 be drawn, except for salaries and current expenses, or in pursuance of a 
 contract, without the authority of the finance committee. 
 
 Article 27. Notice and Waiver. Sec. i. Whenever notice is required under 
 these by-laws and such notice is given by mail, the time of giving such notice 
 shall be deemed to be the time when the same shall be deposited in the post- 
 office or letter box. 
 
 Sec. 2. Any stockholder, officer, or director may waive any notice required 
 to be given by these by-laws. 
 
 Article 28. Amendments. Sec. i. These by-laws may be altered, changed 
 or amended or repealed in whole or in part and new by-laws adopted in lieu 
 of all or any thereof at any annual meeting of the stockholders, or at any 
 special meeting of the stockholders of the company called for that purpose 
 by a vote of a majority of the shares of the capital stock then issued and 
 outstanding, provided it is stated in the published notice of such meeting that 
 amendment of the by-laws will be proposed thereat, and a copy of the pro- 
 posed amendment is incorporated in or attached to the notice of the meeting 
 mailed to the stockholders. These by-laws shall not be amended, altered, 
 changed, abrogated or repealed in any other manner. 
 
 THE PACIFIC MUTUAL LIFE INSURANCE COMPANY. 
 
 Copy of Preamble and Resolution. 
 
 ADOPTED AT A MEETING OF THE BOARD OF DIRECTORS OF THE PACIFIC 
 MUTUAL LIFE INSURANCE COMPANY OF CALIFORNIA, HELD IN SAN 
 FRANCISCO, MAY 8, 1906. 
 
 Whereas, on the 18th day of ApriL, 1906, a large portion of the 
 city and county of San Francisco was destroyed by fire, in which city 
 and county of San Francisco is the principal place of business of this 
 corporation, The Pacific Mutual Life Insurance Company of Cali- 
 fornia, organized and existing under the laws of the State of Cali- 
 fornia, and having its principal place of business as aforesaid at No. 
 
PACIFIC MUTUAL LIFE. 
 
 485 
 
 508 Montgomery street, in the said city and county; and which fire 
 destroyed its large and valuable building containing its offices and 
 records ; and 
 
 Whereas, it is considered by this board of directors of said corpora- 
 tion'for its best interest that its present principal place of business be 
 changed from said city and county of San Francisco , State of Cali- 
 fornia , to the city of Los Angeles , county of Los Angeles, State of. 
 California ; and 
 
 Whereas, the owners and holders of more than two-thirds of the 
 issued capital stock of this corporation, to- wit : the owners and holders 
 of 5,349 shares of said issued capital stock, have consented in writing 
 and authorized, empowered and directed this board of directors and 
 officers of this corporation to change and remove the principal place 
 of business of this corporation from its present location, to-wit : No. 
 508 Montgomery street, in the said city and county of San Francisco, 
 State of California, to the city of Los Angeles, county of Los Angeles, 
 State aforesaid, at the Conservative Life Building, corner of Third 
 and Hill streets therein,, which consent was filed and is now on file in 
 the office of this company. 
 
 Now therefore, be it resolved, that the principal place of business 
 of this corporation, to-wit: No. 508 Montgomery street, in the city 
 and county of San Francisco, State of California, be and the same is 
 hereby changed and removed therefrom to the Conservative Life 
 Building, corner of Third and Hill streets, in the city of Los Angeles, 
 county of Los Angeles, State aforesaid, such removal and change to 
 take effect on the twelfth day of June, 1906; 
 
 And that the secretary of this corporation, J. N. Russell, Jr., be, 
 and he is hereby authorized, empowered and directed to cause a notice 
 of the intended removal and change of principal place of business of 
 this corporation to be published at least once a week for three succes- 
 sive weeks, in some newspaper, published in the city and county of 
 San Francisco, State aforesaid (said county being the county wherein 
 the principal place of business of this corporation is situated) ; 
 
 And that whenever such change is made said secretary is hereby 
 directed to file in each office where the original articles of incorpora- 
 tion are, or any copy thereof is required to be filed, a copy of this 
 resolution together with a copy of the affidavit showing the publica- 
 tion above directed to be made, all duly certified by the president and 
 secretary of this corporation, with the corporate seal affixed. 
 
486 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 And that the president and secretary of this corporation be and they 
 are hereby authorized, empowered and directed, acting jointly or 
 either acting alone, to do any and all other acts or things requisite or 
 necessary in their judgment to fully and completely effect the change 
 and removal of the principal place of business of this corporation, as 
 above provided, in accordance with the laws of the State of California 
 relating thereto. 
 
 Term of Corporate Existence. 
 
 Under the company’s articles of incorporation the term of its cor- 
 porate existence, which is seventy-five years, expires on the 28th day 
 of December, 1942. 
 
 [Extension of Term .] — Section 15 of the act of the Legislature 
 under which the company was incorporated (Statutes of California, 
 1865-66, page 752) provides that upon the expiration of the period 
 of existence specified in the certificate the company may extend its 
 term of existence for another period of not more than seventy-five 
 years. 
 
 [Subsequent Renewals .] — Said statute also provides that other re- 
 newals may be made thereafter in like manner and with like effect, 
 but no renewal shall ever be made for a period exceeding seventy- 
 five years. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. 1. Home Office. — The chief office and principal place of business of 
 the company shall be in the city of Los Angeles. 
 
 Sec. 2. See page 238. 
 
 Sec. 3. Annual Meeting of Stockholders. — The annual meeting of the stock- 
 holders of the company shall be held at the principal office of the company 
 on the second Monday in February, of which notice shall be given by publi- 
 cation, once a week for four weeks, in a newspaper printed and published 
 in the city of Los Angeles. 
 
 Sec. 4. Board of Directors. — The board of directors shall consist of nine- 
 teen (19) members, of whom at least fifteen (15) shall be residents of this 
 state, and the board shall be divided into three classes of six, six and seven 
 members, respectively, as now constituted, one class to be elected each year, 
 and for the term of three years, or until their successors are elected and 
 qualified. The annual election of directors of the company shall be held at 
 the annual meeting of stockholders, and shall be by ballot. The whole num- 
 ber of directors to be selected shall be voted for in one ballot, and the persons 
 who shall have the greatest number of votes, the same being a majority 
 of all votes cast, shall be the directors elected. If it should so happen that 
 
PACIFIC MUTUAL LIFE. 
 
 487 
 
 at any election the whole number of directors voted shall not be elected 
 because of two or more persons receiving an equal number of votes, or from 
 any other cause, then the said stockholders of the company shall proceed to 
 another ballot for such number of persons as shall be required to complete 
 the whole number of directors to be elected, and shall continue to ballot from 
 day to day until such number be elected. A ballot cast for a person who 
 is not eligible to be a director shall be considered a blank as to that name. 
 
 Sec. 5. See page 238.. 
 
 Sec. 6. Qualifications for Directors. — Each director shall be the owner of 
 not less than one hundred (100) shares of stock. If any director shall hold 
 less than one hundred (100) shares of stock, his office shall thereupon become 
 vacant. A vacancy in the board of directors shall be filled by the remaining 
 directors. A director so elected to fill a vacancy shall serve until the next 
 annual election, at which election a director shall be elected for the unexpired 
 term. All vacancies in the other offices of the company shall be filled by 
 the board of directors for the unexpired terms. 
 
 Sec. 7. Proxies. — The directors may prescribe the manner of holding elec- 
 tions, subject to the by-laws and the law of the state, and shall make pro- 
 vision for voting by proxy, and the preparation of an alphabetical list of 
 voters, and the number of votes each is entitled to, and all proxies must be 
 filed with the secretary at least twenty-four hours previous to any meeting 
 at which the same are to be voted. No transfer of stock shall be entered 
 upon the books of the company during or within twenty-four hours previous 
 to any meeting of stockholders. 
 
 Sec. 8. Elections and Appointments of Officers. — At the meeting of the 
 board of directors, held immediately after the annual meeting of the stock- 
 holders, the directors shall elect from their number a president, a vice-presi- 
 dent, and a treasurer ; also six members, who, together with the president, 
 shall constitute the executive committee, of whom four shall constitute a 
 quorum ; and they may also appoint a second vice-president and a third vice- 
 president, who need not be members of the board. 
 
 They shall also appoint a medical director, who may, but need not, be a 
 member of the board ; an assistant medical director, secretary, a first assistant 
 secretary, a second assistant secretary, and an assistant treasurer, who shall 
 not be members of the board, and such other additional officers as from time 
 to time they may deem necessary or desirable. 
 
 The officers so elected, or appointed, shall take office immediately, and 
 hold office until their successors are elected, or appointed, and qualified. 
 
 In all elections, or appointments, by the board of directors, a majority 
 of the votes cast shall elect, or appoint. 
 
 The salaries of all officers of the company shall be fixed by the board of 
 directors. 
 
 At the regular meeting of the board of directors in January of each and 
 every year there shall be appointed a special examining committee, consisting 
 of three members of the board (other than officers or members of the execu- 
 
4 88 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 tive committee), whose duty it shall be to verify the company’s official state- 
 ment for the preceding calendar year and examine into the business and con- 
 ditions of the company. * * * 
 
 Sec. 9. See page 239. 
 
 Sec. 10. See page 239. 
 
 Sec. 11. See page 239. 
 
 Sec. 13. See page 239. 
 
 Sec. 17. Duties and Powers of Executive Committee. — The executive com- 
 
 mittee shall, within the limitation of and subject to the laws of the state, 
 and by-laws of the company, and the rules, orders, contracts, resolutions and 
 approval of the board of directors, have control of the moneys and other 
 property of the company, of the investment of its funds, and all purchases and 
 loans, and the assumption of risks of insurance to be made or taken by the 
 company. It shall make rules and regulations for its own government, con- 
 sistent with the by-laws, and subject to the revision and approval of the 
 board of directors. It shall be the duty of the committee to procure a suit- 
 able office for the company, and such stationery, books, forms and blanks 
 as the business of the company may require ; to hold regular meetings once 
 a week at the office of the company, and special meetings at the call of the 
 president, a vice-president, or three members thereof. Four members of the 
 committee shall constitute a quorum to transact business. The committee shall 
 keep minutes of all proceedings and report the same to the board of directors 
 at the regular meetings of the board. The minutes and all the books and 
 papers of the committee shall, during business hours, be subject to the 
 examination of any member or committee of the board of directors, or any 
 expert appointed by said board. The committee shall have power to make 
 contracts, and all contracts made with general, state and district agents and 
 branch office managers must be made subject to their approval; and no loan 
 or advance shall be made to any such agent or manager without the approval 
 of the committee. They shall authorize the release of mortgages or reconvey- 
 ance of property held under trust deeds, as security for loans, upon final 
 payment of the moneys secured by such mortgage or trust deed ; and in 
 their discretion, and by unanimous vote of all members present they shall 
 borrow money, not exceeding in amount three hundred thousand dollars, 
 for temporary uses ; employ counsel ; employ and discharge servants, within 
 the scope of the powers herein delegated. In case of a vacancy in the offices, 
 or of the absence or inability to serve, of both president and vice-presidents, 
 or both secretary and assistant secretaries, or of the medical director and 
 assistant medical director, occurring during the interim between the regular 
 meetings of the board of directors, the executive committee shall have power 
 to fill any such office by an appointment pro tempore until the next regular 
 meeting of the board of directors, and the officer so appointed shall have 
 power while so acting to perform all the duties of the officer in whose stead 
 he was appointed and is temporarily acting, and during such appointment 
 shall sign his name as such officer “ pro tempore.” The executive committee 
 shall also have authority to order the sale of any of the stocks or bonds 
 owned by this corporation at such prices as they may deem proper. 
 
PIONEER LIFE OF NORTH DAKOTA. 
 
 489 
 
 Sec. 18. Loans. — All applications for loans must be made in writing, set- 
 ting forth the amount desired, the time, character and value of security, 
 and other particulars. The application shall be considered by the executive 
 committee, and if approved the necessary papers properly securing the loan 
 shall be prepared and executed. In cases of loans the company shall require 
 either an abstract of title examined by a competent attorney, or a certificate 
 of title made by some responsible title company, or a policy of title insurance 
 issued by some responsible title insurance company. Also in connection with 
 each loan, proper fire insurance policies shall be obtained, if the property is 
 insurable, which policies shall be duly indorsed, payable to the company in 
 case of loss. In all cases, where necessary in the opinion of the executive 
 committee, the written opinion of the attorney or counsel for the company 
 shall be obtained regarding each loan. 
 
 For sections 19 and 20 see 21 and 22 on page 241 and omit old sections 
 19 and 20. 
 
 For sections 22 and 23 see 24 and 25 on page 241 and omit old section 23. 
 
 Sec. 24. Sales of Treasury Stock. — The board of directors shall have power 
 to sell the whole or any portion of the treasury stock of this corporation 
 at any price not less than par, as they may deem proper, and all previous 
 sales of treasury stock made by the board of directors are hereby ratified and 
 approved. 
 
 Sec. 25. Amendments. — The by-laws may from time to time be altered 
 or amended by the board of directors, or at any annual meeting, upon a notice 
 of at least four weeks published in a newspaper, specifying the substance 
 of the proposed alteration or amendment, by a majority of those present in 
 person or by proxy entitled to vote at the election of directors. 
 
 THE PIONEER LIFE INSURANCE COMPANY OF NORTH 
 
 DAKOTA. 
 
 The undersigned citizens of the State of North Dakota, do hereby 
 associate ourselves together for the purpose of forming a life insur- 
 ance company, under the provisions and pursuant to the laws of the 
 State of North Dakota. 
 
 Article i. The name of this corporation shall be The Pioneer 
 Life Insurance Company of North Dakota. 
 
 Article 2. This corporation shall be organized as a stock com- 
 pany, and shall have power to write non-participating policies only. 
 
 Article 3. Its home office or principal office shall be in the city 
 of Fargo, county of Cass, State of North Dakota. 
 
 Article 4. The general purpose and object of this corporation 
 shall be to transact the business of taking and making insurance on 
 
490 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 the lives of individuals, and of granting, purchasing and disposing 
 of annuities and endowments ; and shall have the power to cause itself 
 to be insured against any loss or risk it may have incurred. 
 
 Article 5. The amount of capital stock of this corporation shall 
 be, one hundred thousand dollars ($100,000), which shall be divided 
 into shares of ten dollars ($10) each. Provided, however, it shall 
 have the power to increase the amount of its capital stock, in the 
 manner provided by law to any amount not exceeding five hundred 
 thousand dollars ($500,000). 
 
 Article 6. The number of directors of this corporation shall be 
 twenty-one (21). 
 
 Article 7. The regular meeting of the stockholders of this cor- 
 poration shall be held at the home office, in the city of Fargo, North 
 Dakota, on the first Tuesday, after the first Monday, in the month 
 of January, in each year, at which meeting the directors of the cor- 
 poration shall be elected, and each stockholder shall be entitled to 
 one (1) vote for each share of stock owned by him or her. 
 
 Article 8. The board of directors, in the interim, shall have the 
 power to fill vacancies in its body. 
 
 Article 9. The officers of this corporation shall be a president, a 
 first, second and third vice-president, a treasurer, a general counsel, 
 a medical director, a secretary and a general manager, the last two 
 offices may be filled by the same person : Each of the said officers shall 
 be directors, and shall be first elected at the first meeting of the board 
 of directors, after its own creation. 
 
 Article 10. The original signers of these articles of incorporation 
 shall constitute the first board of directors, and shall hold office until 
 the first annual election, as prescribed in article 7, or until their suc- 
 cessors are chosen. * * * 
 
 Article ii. The president, secretary, treasurer, medical director 
 and general counsel, shall constitute an executive committee, which in 
 addition to the powers hereinafter conferred upon it, shall have such 
 other powers and duties as shall be conferred upon it by the board 
 of directors. 
 
 Article 12. Such executive committee shall have power to em- 
 ploy any person, or persons, to serve the corporation whom it may 
 deem desirable. To prescribe the terms and conditions of service, and 
 to fix and determine what compensation, if any, shall be paid to any 
 officer, director or employee of the corporation. 
 
PIONEER LIFE OF NORTH DAKOTA. 
 
 49 1 
 
 Article 13. The board of directors shall have to appoint and 
 create from its own members, a finance committee, or any other com- 
 mittee which it shall consider and deem advisable, to act in conduct- 
 ing the business and affairs of the corporation, and such board of 
 directors are hereby authorized to prescribe and define the powers 
 and duties of such finance or other committee. 
 
 Article 14. The treasurer before entering upon any of his duties 
 of his office shall execute a bond, with a surety company, to be ap- 
 proved by the board of directors, in a sum not less than twenty-five 
 thousand dollars ($25,000) the exact amount of which shall be fixed 
 by the board of directors. Such bond shall be payable to the corpora- 
 tion, and conditioned for the faithful discharge of his duties as 
 treasurer. 
 
 Article 15. The stockholders shall have the power to make and 
 adopt by-laws, for the regulation of the affairs of the corporation. 
 
 Article 16. The private property of the stockholders shall not be 
 subject to the payment of the debts of the corporation, except so far 
 as expressly made so by the laws of North Dakota. 
 
 Article 17. The corporation will commence business for which it 
 is organized when it shall have complied with the laws of the State 
 of North Dakota, authorizing it to do so, and will continue for a period 
 of thirty years, or until terminated in the manner provided by law. 
 
 Article 18. The corporation shall do business in the United States 
 of America, and where else it may deem advisable. 
 
 Article 19. The fiscal year of this corporation shall commence on 
 January first and terminate on December thirty-first of each year. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article 3. Corporate Powers. — Sec i. On and after the January, 1911, stock- 
 holders’ meeting, the corporate powers of this corporation, other than those 
 exeicised by the corporation itself, acting through its stockholders at the reg- 
 ular or special meetings of the stockholders of this corporation held in accord- 
 ance with its charter, are vested in and shall be exercised in accordance with 
 the charter of this corporation and these by-laws adopted by the stockholders 
 thereof, by a board of fifteen (15) directors, to be known as the board of 
 directors of The Pioneer Life Insurance Company of North Dakota, and until 
 that date by a board of twenty-one (21) directors. 
 
 Article 4. Qualifications of Directors. — Sec. i. No person shall be elected 
 or serve as a director of this corporation unless he is the owner of 100 shares 
 of the stock thereof, standing in his own name on the books of the corporation 
 and fully paid for. 
 
49 2 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Article 5. Officers. — Sec. i. The officers of this corporation shall consist 
 of a president, first, second and third vice-president, treasurer, secretary, man- 
 ager of agents, general counsel, actuary, medical director and four (4) members 
 of its finance committee. 
 
 Article 6. Relating to General Manager.. — Sec. i. The office known as gen- 
 eral manager in the articles of incorporation of this corporation, and the office 
 known as the manager of agents of this corporation, referred to in these by- 
 laws, are hereby deemed and declared to be the one and the same office. 
 
 Article 7. Term of Office. — Sec. i. The directors named in article 3, and 
 officers named in article 5 of the corporation, shall hold office for one (1) 
 year following their election unless removed for cause and until their successors 
 are elected and have qualified. 
 
 Article 8. Compensation. — Sec. i. The members of the board of directors 
 shall receive five dollars ($5.00) per diem (one full day as minimum) for 
 attendance at each legal meeting and for such members as reside away from 
 Fargo, three (3) cents per mile for each mile actual travel to and from such 
 meeting, and hotel expenses. 
 
 Sec. 2. The board of directors shall fix the compensation for the elective 
 officers or delegate the fixing of the same to their executive committees. 
 
 Sec. 3. The executive committee shall fix the compensation for such minor 
 employees of this corporation as may be employed under authority of the board 
 of directors acting through its executive committee in carrying on the business 
 of this corporation. 
 
 Sec. 4. These fixed compensations shall be paid monthly by the usual war- 
 rant drawn on the treasurer of the corporation by its secretary when counter- 
 signed by the president without further action being taken. 
 
 Article 9. Elections. — Sec. i. The directors of this corporation shall be 
 elected at the annual stockholders’ meeting of the company or at any adjourned 
 meeting thereof. 
 
 Sec. 2. The officers provided for in article 5 shall be elected by the board 
 of directors at the first meeting of the board held for organization immediately 
 after the annual meeting of the stockholders of the corporation at which they 
 themselves are elected, and after new members of the board have qualified and 
 accepted office. 
 
 Sec. 4. At each stockholders’ meeting, each stockholder shall be entitled 
 to one vote for each share of stock held, owned and of record in his name on 
 the books of this corporation, at least ten (10) days prior to the meeting, 
 which vote may be cast by himself in person or by written proxy. 
 
 Sec. 5. The election of the board of directors shall be by ballot and a 
 majority of the votes cast shall determine the election. 
 
 Article 10. Meetings. — Sec. i. The annual meeting of this corporation shall 
 be held at the corporation’s office, in Fargo, North Dakota, on the first Tuesday 
 after the first Monday of each year in the month of January. Notice of which 
 meeting shall be given by notice printed twice in a newspaper, as provided 
 by the charter. 
 
 Sec. 2. At all meetings of the stockholders of this corporation a majority 
 of the shares of the stock of the corporation must be represented in person 
 
PIONEER LIFE OF NORTH DAKOTA. 
 
 493 
 
 or by proxy to constitute a quorum entitled to transact business, but those 
 present may adjourn from day to day until a quorum shall be present; such 
 adjournment being noted on the minute book of the corporation. 
 
 Sec. 3. A special meeting of the stockholders of this corporation may be 
 called for any purpose by the president or by a resolution of the board of 
 directors adopted at any meeting of the board of directors themselves, or by 
 written request of stockholders holding at least one-third of the capital stock 
 of this corporation; which call for a special meeting of stockholders shall be 
 addressed in writing to the secretary who must thereupon give notice of the 
 time, place and general object of the meeting and by whose order it was called. 
 Such notice shall be enclosed in an envelope with the necessary postage 
 thereon, which envelope duly sealed shall be addressed to each stockholder 
 at his last known postoffice address and placed in the United States postoffice 
 at Fargo, at least fifteen (15) days before such meeting shall take place, which 
 service shall be duly proved by a certificate signed by the secretary of this 
 corporation and entered in the minute book of said corporation along with the 
 minutes of the meeting. 
 
 Sec. 4. To exercise the right to vote by proxy at any legal meeting of the 
 corporation, the person exercising the right must piesent to the clerk of the 
 stockholders’ meeting a power in writing, executed by the stockholder he 
 claims the right to represent, in the presence of one witness, designating such 
 person to exercise his right in his name, place and stead to vote at such meeting 
 such number of shares of his stock as he may designate. Should a stock 
 holder designate any officer of the corporation to exercise his right to vote, the 
 vote upon any question of for any director of such share or shares of stock 
 shall be recorded in accordance with the action taken by the majority of the 
 stockholders present in person, or present by proxy to a person not an officer 
 of this corporation. The votes of stockholders shall be counted for directors 
 in accordance with the rule fixed by the charter of this corporation. 
 
 Sec. 5. The board of directors shall hold one (1) regular meeting of the 
 board in each year, no notice of which need be given other than by this by-law, 
 to wit : On the first Tuesday after the first Monday in each year in the month 
 of January, at the hour of ten (10) o’clock a. m., on said day, provided, however, 
 that at the meeting of the board adjournment shall be taken until the stock- 
 holders’ meeting, held on that day has adjourned, when the meeting of the board 
 of directors shall immediately take place. 
 
 Sec. 6. A special meeting of the board of directors may be held at any time 
 when called by three members thereof or by the president, treasurer or general 
 counsel of this corporation, which request shall be made in writing and filed 
 with the secretary, who upon receipt thereof, shall give to each member of the 
 board of directors five (5) days’ notice in writing, requesting such director 
 to be present at such special meeting of the board of directors, giving the hour 
 and day thereof, placing such notice in an envelope directed to the director 
 at his last known postoffice address, placing the proper postage thereon and 
 depositing the same in the postoffice in the city of Fargo, so that five (5) full 
 days elapse between such day and the day of meeting, which service shall be 
 certified to by the secretary upon the minute book of the directors, with the 
 action taken at such special meeting. 
 
494 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 7. Meetings of the executive committee shall be held at the general 
 office of the corporation. The regular meeting on Wednesday of each week 
 at the hour of ten (10) o’clock a. m., without further notice being given thereof, 
 and such special meetings as the exigencies of the business warrant; which 
 special meetings may be called by any member thereof at any hour between 
 the hours of nine in the forenoon and eight in the afternoon by requesting, 
 personally, each other members of the committee to be present, or requesting 
 in writing that the secretary of the corporation give each member of the 
 committee twenty-four hours’ notice of a meeting called at an hour and day 
 specified in such request, and it is hereby made the duty of the secretary to 
 give such notice in compliance with such request, and, provided, however, that 
 a meeting of the executive committee can be held at any time at the office of the 
 corporation when all its members are present in person. 
 
 Sec. 8. The seven (7) members of the finance committee, according to section 
 13, shall, at all times, constitute a quorum for the transaction of business. 
 
 Sec. 9. All meetings of the finance committee shall be regular when called 
 and held as follows, to wit : Any member of the finance committee may call a 
 
 meeting thereof by requesting the secretary, in writing, to notify the members 
 of such committee to be present at the corporation’s office at an hour on the 
 following day, between nine o’clock in the forenoon and eight o’clock in the 
 evening of said day; which request and how noticed shall be entered on the 
 minute book of this committee, together with proceedings had at such meeting, 
 when all members thereof are not present in person at the meeting so called; 
 and, provided, however, that a meeting of the finance committee can be held 
 at any time at the office of the corporation when all its members are present 
 in person. 
 
 Sec. 10. Any meeting of the committee constituted to examine and pass 
 on death claims, constituted by article 15, or any meeting of the executive com- 
 mittee and the finance committee of the board of directors of this corporation 
 acting jointly, shall be regular when held in the general office of the corpora- 
 tion between the hours of nine a. m. and eight o’clock p. m., upon any day, 
 when regularly called by the secretary in the following manner : The secretary 
 
 shall serve a notice of the hour and day upon which said meeting shall be 
 held upon each member of the joint committee personally, at least twenty- 
 four (24) hours before said meeting shall take place ; which notice and service 
 made upon each member shall appear in the records kept by the secretary, 
 together with the action taken at such meeting. Five (5) members of joint 
 committee shall constitute a quorum to transact business. 
 
 Article ii. Board of Directors. — Sec. i. The board of directors shall have 
 the controlling management of the officers and of the funds .of the corporation; 
 they shall have power to adopt such rules as they shall deem expedient and 
 not inconsistent with the by-laws of this corporation or the laws of the United 
 States and the State of North Dakota, for the government of themselves, 
 officers and employees of the company, and for the general management of 
 its business. 
 
 Sec. 2. Vacancies in the board of directors caused by death, removal or 
 otherwise, may be filled by the remaining directors until the next annual 
 meeting. 
 
PIONEER LIFE OF NORTH DAKOTA. 
 
 495 
 
 Sec. 3. Eleven (11) members of the board of directors shall constitute a 
 quorum for the transaction of business until annual meeting in January, 1911, 
 and thereafter eight (8) members of the board of directors shall constitute 
 a quorum. 
 
 Article 12. The Executive Committee. — Sec. i. An executive committee of 
 five (5) membeis of the board of directors to carry into force and effect the 
 daily operations of this corporation under the general direction of its board 
 of directors, is hereby constituted, to wit : president, secretary, treasurer, 
 medical director and general counsel. 
 
 Sec. 2. To authorize such executive committee to transact any business, a 
 meeting of the committee must be regularly called and held and three (3) 
 members thereof be present and constitute a quorum. 
 
 Sec. 3. Subject to revision and approval of the board of directors, at any 
 meeting at which all members of the executive committee are present, the 
 committee may make rules and regulations and amend and modify those already 
 adopted, for its own government consistent with these by-laws and the law of the 
 land ; which rules and regulations shall be entered in writing in the minute book 
 of the transactions of the executive committee and any other action taken by the 
 committee when all its members are not present, must be within the scope of 
 such rules and regulations. 
 
 Sec. 4. The executive committee may create the following minor offices 
 of this corporation, prescribe the duties of the same, term of service when 
 not prescribed by these by-laws, fix the compensation and select the in- 
 cumbents, to wit : cashier or assistant treasurer, assistant secretary, assistant 
 medical director, assistant general counsel ; provided, however, the assistant 
 medical director shall be nominated by the medical director ; the cashier or 
 assistant treasurer by the treasurer; the assistant secretary by the secretary; the 
 assistant general counsel by the general counsel of the corporation. 
 
 Sec. 5. The executive committee shall, within the limitation of the charter 
 of this corporation and by its by-laws, and the rules and resolutions adopted 
 by its board of directors for the government of this corporation, have control 
 of the general business and property of this corporation and of the employees 
 thereof ; shall authorize the contracts relating to its risks of insurance to be 
 made and taken by the corporation ; its contracts to be made with agents ; 
 shall procure and maintain suitable offices for the corporation and authorize 
 the purchase of necessary furniture and fixtures therefor; shall authorize the 
 necessary advertising of the corporation’s business and shall authorize such 
 expenditure for stationery, books, forms and blanks as the business of the 
 corporation may require; shall have power to authorize the release of mort- 
 gage upon the payment thereof ; shall authorize the sale of real estate and 
 personal property acquired in the collection of indebtedness due the corpora- 
 tion or otherwise and authorize the president and secretary to convey the same 
 upon terms this committee deem just and proper; shall have power to authorize 
 the president and secretary to draw usual warrants of the corporation in 
 payment of bills and the debts of the corporation, or ratify the same and in 
 their discretion and by unanimous vote of all its members, to borrow money 
 not exceeding in amount $10,000.00 for temporary uses. It shall have power 
 to authorize the commencing of law suits to support the corporation’s claims 
 
496 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 against third parties and to employ counsel, and to defend suits against the 
 corporation and incur expense incident thereto. 
 
 Sec. 7. In case of vacancy in the office of president, vice-president, second 
 vice-president, secretary, medical director, treasurer, general counsel, actuary 
 or manager of agents, occurring during the interim between regular meetings 
 of the board of directors, the executive committee shall have power to nom- 
 inate and appoint some person to fill such office pro tempore until the next 
 meeting of the board of directors shall take place, and the officer so appointed 
 shall have power, while so acting pro tempore, to perform all the duties of the 
 officers in whose stead he was appointed and in temporarily acting, and during 
 such appointment shall sign his name as such officer, pro tempore. 
 
 Sec. 8. The president of this corporation shall give notice to the executive 
 committee of sales to be made under foreclosure of mortgages or trust deeds. 
 The president, or if he is unable to attend, some other person designated by him 
 shall be present to protect the interest of the corporation at such sale. 
 
 Sec. 9. The form of policies of insurance to be issued and the modes of 
 payment of premiums, the table of rates of insurance, the issuance of new 
 forms of policies shall be determined and may from time to time be altered 
 by the executive committee. 
 
 Article 13. The Finance Committee.' — Sec. i. The finance committee of seven 
 (7) members of the board of directors is hereby constituted, of which the 
 president, secretary and treasurer shall be ex-officio members, and the four (4) 
 members elected by the board of directors at the annual meeting first held 
 after the annual meeting of the stockholders of the corporation. Such other 
 members of this committee shall be directors but not officers of this corporation. 
 In the absence of any member of the committee, the president, or in his 
 absence, the chairman, or in his absence, the secretary is hereby authorized 
 to call in some other member of the board of directors to act in the stead 
 of the regular member of this committee at that particular meeting, which 
 action shall be entered upon the minute book to be kept by this committee. 
 
 Sec. 2. The treasurer of this corporation shall be the chairman of the finance 
 committee. 
 
 Sec. 3. The finance committee, within the limitations of the charter of this 
 corporation and its by-laws, and the rules and resolutions adopted by its board 
 of directors, for the government of this corporation as laid down, shall have 
 in its charge and control the corporation’s assets and surplus ; have authority 
 to invest the same at a rate of interest satisfactory to the committee and on 
 such terms as meet with its approval; specify within the provisions of the 
 charter of this corporation, what investments shall be made ; authorize the 
 purchase of bonds or other securities and exercise such power as may be 
 deemed expedient and given it by any resolution adopted by the board of 
 directors of this corporation. The books, papers, evidence of indebtedness, 
 to the coiporation, stocks and bonds evidencing the assets and surplus of this 
 corporation, shall be in the safekeeping of this committee, which shall adopt 
 rules and regulations in regard to protecting same against theft, accidents, 
 file and the like. 
 
 Sec. 4. The president and secretary are authorized to draw the usual warrant 
 disbursing the funds of this corporation in the hands of the treasurer in 
 
PIONEER LIFE OF NORTH DAKOTA. 
 
 497 
 
 accordance with any resolution adopted by this committee and pay for any 
 securities of any kind or nature, the purchase of which has been authorized 
 by this committee at any regular meeting thereof. 
 
 Sec. 6. All investments of every kmd, nature and description of the assets 
 and surplus of this corporation, and all real estate acquired by it, shall be 
 made in the name of The Pioneer Life Insurance Company of North Dakota, 
 except such as the charter of this corporation may otherwise direct. 
 
 Sec. 7. Transfers of stock, bonds other public securities and the assign- 
 ment of all mortgages shall be made by the president and secretary whenever 
 directed by the finance committee so to do. 
 
 Sec. 8. No loan of the corporation’s funds upon real estate security shall 
 be purchased or made unless the property proposed for security is reasonably 
 worth twice the amount of the loan and is free and clear from any and all 
 encumbrances, whatever, and in the purchase of all securities the finance com- 
 mittee shall by resolution, provide under what conditions precedent in each 
 case the money of the corporation shall be paid out in settlement therefor. 
 Provided, however, the finance committee may authorize the purchase of a 
 second mortgage on real estate of other personal property in the settlement 
 of accounts with the agents of this corporation engaged in soliciting applica- 
 tions for insurance. 
 
 Sec. 9. The finance committee may in their discretion waive in their re- 
 quirements in lespect to abstracts of title, and accept insurance of titles of 
 real estate offered as security for loans under indemnity contracts when issued 
 by responsible title insurance corporations. 
 
 Article 14. Special Committee to Examine the Corporation’s Affairs. — 
 Sec. 1. In the month of December in each year the accounts and assets of 
 the corporation debts contracted, and unpaid, and contracts with agents shall 
 be examined by a special committee of three (3) stockholders, not members 
 of the finance or executive committee, whose report shall be read at the following 
 annual meeting of the stockholders and placed on the minutes. 
 
 Sec. 2. Said committee shall be elected by the stockholders at any regular 
 or special meeting. The names thereof shall be reported and certified to the 
 president of this corporation on or before the first day of November of each 
 year. In case of the failure of the stockholders to select said committee and 
 report same as herein provided, the president shall appoint said committee on 
 or before December 1st following, and notify such stockholders of their 
 appointment. The president shall have power to fill any vacancies arising in 
 said committee. 
 
 Article 16. Loans. — Sec. i. The executive committee and the finance com- 
 mittee of the board of directors of this corporation acting jointly, may establish 
 a loan department to carry on the business of investigating the funds of 
 this corporation in real estate first mortgage loans ; prescribe the rules of 
 conduct for such department, the forms of applications for loans to be taken 
 and the blank forms of the papers used in evidencing such transactions ; pre- 
 scribe the officer of the corporation in the immediate control of such depart- 
 ment; decide upon the help required to conduct the same and fix their 
 compensation. 
 
498 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Article 17. Duties of the President. Sec. i. The president shall have 
 general supervision of the business of the corporation and shall preside at 
 all meetings of the corporation and the board of directors and the executive 
 committee and shall be a member ex-officio of all committees ; he shall appoint 
 all special committees, unless otherwise ordered by the board of directors, 
 and shall authorize the secretary to call such meeting of the board of direc- 
 tors at any time he or any eight ( 8 ) members of the board of directors may 
 request in writing, and perform such other duties as may be required by the 
 board of directors. 
 
 Sec. 2. In all cases in which agents and employees are not made subject 
 to the directions and instructions of any other officer, by the by-laws, rules 
 or regulations of the corporation, they shall obey the orders and instructions 
 of the president. 
 
 Article 30. How Officers May be Removed. Sec. i. Any officer or 
 director may be removed for failure to perform his duties by a vote of 
 three-fifths of the members of the board of directors, at any regular or 
 special meeting of the board of directors, provided, first, that ten (10) days 
 written notice - shall be given to such officer that proceedings of his removal 
 will be commenced at such meeting; and the reason for such action must 
 be stated, and the names of the person or persons bringing said charge ; 
 second, that said officer shall be reimbursed for any amount that may be 
 due him for money advanced to the corporation or for services rendered. 
 
 Article 31. Stock. Sec. i. The corporation shall provide and keep a stock 
 register showing each stockholder of the corporation and the number of shares 
 owned and controlled by him, which stock register shall be under the control 
 of the treasurer of the corporation. The corporation shall provide a book 
 of stock certificates to be used in evidencing the ownership of its stock by 
 individuals, which book shall be in the control and custody of the treasurer 
 of the corporation, and authority is hereby delegated to the treasurer to issue 
 such certificates of stock upon full payment thereof. Such certificates of stock 
 shall state the number of shares represented therein and that the certificate 
 is transferable only on the books of the corporation by surrender of the 
 certificate and the endorsement thereof under the hand of the person to whom 
 such certificate is issued, executed in the presence of two witnesses and that 
 said certificate is subject to the by-laws and the terms and conditions con- 
 tained in the application made therefor, which said by-laws and applications 
 shall be a part of said certificate by reference. Stock certificates shall be 
 signed by the president and secretary and countersigned by the treasurer. 
 
 Article 32. Transfer of Stock. Sec. i. It shall be unlawful for an 
 officer of this corporation to transfer any stock on the books of this cor- 
 poration belonging to any individual who is indebted to this corporation for 
 any reason whatsoever, unless such indebtedness to this corporation be first 
 paid, provided however that this shall not apply to any individual owing 
 this corporation for money loaned him evidenced by written contract author- 
 ized by the corporation itself in accordance with these by-laws. 
 
 Sec. 2. The stock of this company shall be transferable only on the books 
 of this corporation. The secretary of this corporation, upon demand at any 
 
PIONEER LIFE OF NORTH DAKOTA. 
 
 499 
 
 time other than ten days previous to the annual or semi-annual meeting of 
 the stockholders as herein provided, and the tender to him of the certificates 
 of stock to be transferred together with a request in writing executed by 
 the present stockholder in the presence of two witnesses naming the person 
 or persons to whom the stock is transferable, shall cancel of record the out- 
 standing stock and issue to such new stockholder or stockholders new cer- 
 tificates of stock executed by the officers required by these by-laws to attest 
 the issuance of stock in this corporation. 
 
 Sec. 4. No person or corporation shall at any time be allowed to have, 
 own or hold more than five hundred (500) shares of the capital stock of this 
 corporation, par value of over five thousand dollars ($5,000). 
 
 Sec. 5. If any person or corporation should purchase stock from others 
 to the amount in excess of section 4, article 32, the secretary is hereby 
 instructed and ordered not to allow the person or corporation holding same 
 to vote on any subject or at any election for more than five hundred (500) 
 shares, as set forth in section 4 of this article. 
 
 Article 35. Amount of Risk and Reinsurance. Sec. i. No risk shall be 
 carried on any one life for more than ten thousand dollars ($10,000). 
 
 Sec. 2. Applications can be received and policies written for a larger amount, 
 but this corporation’s liability shall not exceed the amount set forth, as the over 
 insurance shall be at once reinsured in some life insurance company that is 
 at the time of the application, writing business in the State of North Dakota, 
 and is licensed by the insurance commissioner of that State. 
 
 Article 36. Interest. Sec. i. No interest on matured principal shall be 
 allowed overdue longer than three (3) months, or any note or bond and 
 mortgage to the corporation, without proceedings being directed by the 
 executive committee, unless the finance committee shall authorize an extension. 
 
 Article 37. Commissions on Loans. Sec. i. No commissions direct or 
 indirect, shall be received by any director, officer, agent or employee of 
 this corporation (other than an agent employed and paid solely upon a 
 commission basis) for the procuring of applications for insurance or for his 
 assistance in the procuring of any loan or loans, bonds, stocks or securities 
 of any kind for this corporation in which to invest its assets. 
 
 Sec. 2. No loans of the funds of this corporation shall be made to a director 
 or officers of this corporation. 
 
 Article 38. Payment of Moneys. Sec. i. Other than the investments of 
 corporate assets by order of the finance committee, the money and funds 
 of the corporation shall be paid out only on the authority therefor, exercised 
 by the board of directors of the executive committee, where the amount 
 exceeds that of one thousand dollars ($1,000). 
 
 Article 39. Surplus; Dividends; Profits. Sec. i. The directors shall 
 annually set aside from the earnings of the corporation such an amount of 
 money as they may deem necessary and advisable for the business and 
 expense of the corporation ; and the remainder of the earnings and the profits 
 of the corporation after all expenses and all other amounts that they may 
 deem necessary for the maintenance of the corporation’s business are paid 
 
5 °° 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 and accounted for, shall be paid as dividends to the stockholders of record 
 at a given date whose shares have been paid for in full in cash or who 
 have complied with all the terms and conditions of their certificates of shares 
 and their applications made therefor. No dividends shall be paid on any 
 shares of stock, except as above set forth. This article is subject to the laws 
 of North Dakota regulating stock dividends. 
 
 Article 41. Financial. Sec. i. In all transactions with the treasury depart- 
 ment of the United States, or with any department of this state, or with 
 any department of any state in which this corporation is authorized to do 
 business, the president, secretary and treasurer, each or any of them, is hereby 
 authorized to receive and give receipts for all moneys due and payable to 
 this corporation and to endorse checks and drafts in its name on its behalf 
 and full discharge for the same to give. 
 
 Sec. 2. No moneys can be withdrawn from any bank or any other custodian 
 of the funds of the corporation in the office or elsewhere except for the 
 use of the corporation and upon the signature of the president or vice- 
 president and the treasurer or secretary, but any one of them may endorse 
 for deposit or collection of checks or drafts for money made payable to the 
 order of this corporation. 
 
 Article 42. Transfers of Property. Sec. i. Transfers of securities of 
 every 7 kind, nature and description, purchased for and held by this corpora- 
 tion and the transfer of any real estate acquired and owned by it, and all 
 releases of mortgages or receipts for final payment of any securities what- 
 ever, when authorized to be made for and in the name of this corporation 
 shall be evidenced by the joint signatures of the president or vice-president 
 and the secretary or treasurer. 
 
 Article 44. Travel and Per Diem Allowances. Sec. i. All members of 
 committees, except salaried officers who are members of the finance or other 
 committees, shall be allowed travel and per diem allowances as in article 
 8 section 1. 
 
 Article 46. Amendments. Sec. i. Without previous notices being given, 
 the by-laws of this corporation may be amended or altered or new ones adopted 
 at any annual meeting of the stockholders of this corporation by a majority 
 vote of the holders of subscribed capital, and may be amended, altered or 
 new ones adopted at any duly called special meeting of the stockholders, 
 provided, that thirty (30) days notice in writing of such proposed amend- 
 ment or alteration shall have been given each stockholder, by prepaid mail 
 to his last known address or personally by the secretary, and such notice 
 shall contain a copy of such amendments or alterations, and shall also set 
 forth the time and place of the meeting at which the same will be considered. 
 
 I hereby certify that the above by-laws are correct and are the same as 
 were amended, approved and authorized by the stockholders of the Pioneer 
 Life Insurance Company of North Dakota in session May 4th, 1910. 
 
PITTSBURGH LIFE AND TRUST. 
 
 5 01 
 
 PITTSBURGH LIFE AND TRUST COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article i. Stockholders’ Meetings. Sec. i. The annual meeting of the 
 stockholders for the election of such a number of directors as shall be 
 determined by such annual meeting, not however exceeding twenty-five nor 
 less than seven, and the transaction of such other business as may come 
 before the meeting, shall be held at the principal offices of the company in 
 the city of Pittsburgh, Pa., on the second Wednesday of January in each 
 year at three o’clock p. m. 
 
 Sec. 2. All elections shall be by ballot, and the polls shall be open for 
 balloting for one-half hour beginning as soon after the meeting is called 
 to order as may be convenient. Three judges of election (no one of whom 
 shall be a candidate for office of director) shall be elected by the meeting, 
 and before proceeding to the discharge of their duties, shall make and sub- 
 scribe an affidavit faithfully and justly to conduct such election and to make 
 a true report thereof to the officers of the meeting. 
 
 Article 2. Directors’ Meetings. Sec. 2. The directors shall hold their 
 regular meetings quarterly at the principal offices of the company on the 
 second Wednesday in January, April, July, and October at three o’clock p. m. 
 Seven members of the board shall constitute a quorum for the transaction 
 of business, other than the division of surplus, as provided in article 10, 
 section 1. 
 
 Article 4. Duties of Officers. Sec. i. The president shall preside at all 
 meetings of the directors and shall be ex-officio a member of all standing 
 committees (except the auditing committee). He shall have general super- 
 vision of the business and estate of the company, and shall report from time 
 to time to the board or executive committee, and keep them advised of all 
 business of the company, and shall prepare a report for the annual meeting 
 of the stockholders, which shall be presented to the board for approval before 
 being submitted to the stockholders. He may, with the duly recorded assent 
 of the finance committee, transfer stocks, satisfy mortgages, make and call 
 in investments and execute other conveyances of personal property, and, in 
 conjunction witli the secretary, shall execute all contracts, policies and other 
 papers necessary to the transaction of business of the company, and in gen- 
 eral shall have the power to do all the acts necessary and proper as the 
 chief executive officer of the corporation. 
 
 Article 5. Committees. Sec. i. The following standing committees shall 
 annually be elected by the board of directors, and shall hold office for one 
 year (subject to removal at any time by the board of directors), and until 
 the election of their successors, viz : 
 
 A. An executive committee to consist of one of the vice-presidents (who 
 shall be chairman, and eight (8) directors. (See page 280.) 
 
 Article 6. Sec. 3. It shall be the duty of the auditing committee to employ 
 the insurance commissioner of one of the states in which the company is 
 
502 
 
 CHAPTERS OF LIFE INSURANCE COMPANIES. 
 
 transacting business, or some other competent person to examine the books 
 and assets of the company at least once in each year, and the said person 
 or persons so employed shall certify the facts to the auditing committee, and. 
 the auditing committee shall submit them to the board. 
 
 Article 8. Real Estate. Sec. i. All transfers and conveyances of real 
 estate shall be made by the company under the seal thereof, in accordance 
 with an order of the board, and shall be signed by the president and secre- 
 tary; or by the proper vice-president and assistant secretary, in their absence. 
 
 THE PROVIDENT LIFE AND TRUST COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. ii. Amend second and third paragraphs on page 297 to read: 
 
 The duty of the committee on finance and accounts shall be to supervise 
 and control the investments of the company and investments for trust accounts,, 
 except the investments in mortgages and ground rents for the company and 
 for trust accounts. They shall exhibit minutes of their proceedings to the 
 board monthly. 
 
 The duty of the committee on trusts and audits shall be to examine the 
 assets of the company at least three times in each year, and to advise in all 
 matters relating to trusts which may be confided to the care of the company. 
 They shall also supervise and control the investments of moneys in mort- 
 gages and ground rents. 
 
 In sections 13, 14, 16, 17 and 21 where officers’ titles are mentioned insert 
 assistant treasurer after treasurer. 
 
 Sec. 24. Insurance and Stock Dividends. — (Change at top of page 299 to 
 read) : At the stated meetings of the board in the third, sixth, ninth and. 
 twelfth months of every year, the board may declare, etc. 
 
 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 1. The name of this company shall be The Prudential Insurance Company 
 of America, and its principal office for the transaction of its business shall 
 be located in the city of Newark, New Jersey. 
 
 2. The business of the company shall be to assist sick, needy or disabled 
 policyholders ; to aid in defraying the funeral expenses of deceased policy- 
 holders ; to provide for the wants of the widows and families of policy- 
 holders after death ; to receive deposits of moneys or other valuables upon 
 such terms as may be agreed upon ; to provide a fund to be paid either before 
 or after death to policyholders ; to issue policies of insurance upon the lives 
 or health of persons, and to grant, purchase and dispose of annuities. 
 
PRUDENTIAL INSURANCE CO. 
 
 5°3 
 
 3. The business of the company shall be managed by a board of eighteen 
 directors, fifteen of whom shall be stockholders and shall be elected at the 
 annual meeting of the stockholders. The remaining directors shall be such 
 persons as may be appointed to that office by the chancellor under the pro- 
 visions of chapter 81 of the laws of 1907. The directors elected by the stock- 
 holders shall hold office for one year and until their successors are elected 
 and qualified. If the office of any director elected by the stockholders becomes 
 vacant by reason of death, resignation or disqualification, the remaining 
 directors may, by a majority vote, elect a successor who shall hold office for 
 the unexpired term. 
 
 4. The annual meeting of the stockholders of the company for the election 
 of directors shall be held at the office of the company in the city of Newark, 
 on the second Monday in January of each year, at such hour of the day as 
 the board of directors shall by resolution determine. Each stockholder shall 
 be entitled to one vote, in person or by proxy, for each share of stock by 
 him held. The election shall be conducted by two inspectors previously 
 appointed by the board, or in case the board shall fail to appoint inspectors, 
 the president shall appoint the same and file their appointment in writing 
 with the secretary. A majority of all votes cast shall be necessary for an 
 election. 
 
 5. Special meetings of the stockholders may be called at any time by the 
 president, and shall be called by him whenever requested in writing by five 
 or more stockholders. Notice of such meeting shall be given by mailing the 
 same to each stockholder of record at his last known postoffice address, at 
 least ten days prior to the date of such meeting, and such notice shall state 
 the object of the meeting and the time and place where the same is to be held. 
 
 6. Regular meetings of the. board of directors shall be held at the office 
 of the company on the second Monday of each and every month, at three 
 o’clock in the afternoon, unless such day shall be a legal holiday, in which 
 event the meeting shall be held on the following day. 
 
 Special meetings of the board of directors may be called at any time by 
 the president, and shall be called by him whenever requested in writing by 
 three or more directors. Nine directors shall be necessary to constitute a 
 quorum for the transaction of business. 
 
 8. The board of directors shall not be required in January in each year, 
 or at any other time, after reserving over and above its capital stock paid 
 in as a working capital for the corporation, such sum if any, as shall have 
 been fixed by the stockholders, to declare a dividend among the stockholders, 
 of the whole or any portion of its accumulated profits exceeding the amount 
 so reserved, and pay the same to such stockholders ; but the board of direc- 
 tors may from time to time declare and pay to the stockholders from the 
 surplus or net profits of the corporation such dividends, if any, as they in 
 their absolute judgment and discretion may determine. 
 
 9. The officers of the company shall be a president, a vice-president, a second 
 vice-president, a third vice-president, a fourth vice-president, a secretary, one 
 or more assistant secretaries, a treasurer, a comptroller, an actuary. Said 
 officers shall be elected at the first regular meeting of the board after the 
 
5O4 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 annual election of directors. The board of directors may from time to time 
 appoint such additional officers as they shall deem necessary, who shall have 
 such authority and perform such duties as may be prescribed by the presi- 
 dent or board of directors. 
 
 10. The president shall preside at all meetings of the board. He shall 
 appoint, subject to the approval of the board, the standing committees, and 
 shall be ex-officio a member of all committees except the auditing committee; 
 he shall have the general supervision and direction of the business of the 
 company, and with the approval of the finance committee may make and call 
 in investments. 
 
 11. In the absence or disability of the president, the ranking vice-president 
 shall be vested with all the powers and required to perform all the duties 
 of the president. Each vice-president shall perform such duties as may be 
 required of him by the president, or by the board of directors. The president 
 or any of the vice-presidents may execute all deeds and other papers whether 
 requiring the seal of the company or not. 
 
 17. The standing committees shall be: 1. A finance committee consisting 
 of four directors ; 2. An executive committee consisting of four directors ; 3. 
 A committee on policy claims consisting of four directors ; 4. An auditing 
 committee consisting of three directors. 
 
 18. The finance committee shall have the supervision of the funds of the 
 company, direct the mode, manner and time of making and calling in invest- 
 ments, examine the accounts, funds and securities as often as they deem 
 necessary or when required by the board ; they shall in their discretion 
 appropriate the money for the payment of such bills as shall be approved 
 by the executive committee, and they shall report at each regular meeting 
 of the board upon the condition of the funds, securities, assets and invest- 
 ments of the company, with such suggestions as may in their opinion promote 
 the interests of the company. 
 
 19. The executive committee shall have general supervision over the busi- 
 ness of the company, not delegated to other committees, and shall report 
 to the board at each regular meeting. The executive committee may fill all 
 vacancies in the elective offices of the company, until such time as the board 
 may be convened for the purpose of a new election. 
 
 22. All standing committees shall, subject to the approval of the board of 
 directors, have power to make such rules and regulations concerning the 
 conduct of the business entrusted to such committees as to them shall seem 
 proper, provided that such rules and regulations shall not conflict with the 
 charter and by-laws. 
 
 24. All funds of the company shall be deposited in the name of the com- 
 pany and shall be withdrawn only by check signed by two or more officials 
 to be designated by the board of directors, provided, however, that the board 
 of directors may make such provision as may be necessary to facilitate the 
 payment of claims under policies. 
 
 25. The president and one of the vice-presidents or the president and secre- 
 tary shall make and execute all contracts provided for in by-law No. 2 . 
 They shall also appoint, remove and fix the compensation of clerks, agents, 
 medical examiners and all other employees not appointed by the board. 
 
PURITAN LIFE. 
 
 505 
 
 26. No salary, compensation or emolument shall be paid to any officer 
 or director of this company, nor any salary, compensation or emolument, 
 amounting in one year to more than five thousand dollars, shall be paid 
 to any person, firm or corporation, unless such payment be first authorized 
 by vote of the board of directors. No agreement shall be made by or on 
 behalf of the company with any of its officers, directors or salaried employees 
 whereby it agrees that for any service rendered, or to be rendered, he shall 
 receive any salary, compensation or emolument that will extend beyond a 
 period of twelve months from the date of such agreement. Any agreement 
 made by or on behalf of the company in which the salary, compensation or 
 emolument, to be paid thereunder is not fixed at a definite sum, shall contain 
 a clause providing that the same shall be terminable on notice not exceeding 
 thirty days. Provided, nothing herein shall be construed as preventing the 
 company or the proper officers thereof, from entering into contracts with 
 its agents for the payment of renewal commissions. 
 
 27. All transfer of stock of the company shall be made upon the books 
 of the company by the holder of the shares in person or by his legal repre- 
 sentative, and the certificate of stock surrendered shall be canceled by the 
 president or secretary at the time of transfer. 
 
 28. These by-laws, except in so far as they relate to the declaration and 
 payment of dividends, may be altered or amended at any time by the vote 
 of a majority of the whole board of directors. In so far as they relate to 
 the declaration and payment of dividends, they may be altered, amended or 
 repealed at any stockholders’ meeting by the vote of at least a majority in 
 interest of the stockholders, provided that at least seven days’ previous notice 
 of the proposal to alter, amend or repeal the same be given to the stock- 
 holders in the same manner as notice of special meetings is required to be 
 given by these by-laws. 
 
 PURITAN LIFE INSURANCE COMPANY. 
 
 State of Rhode Island and Providence Plantations. 
 
 January Session, A. D. 1907. An act to incorporate the Puritan Life 
 Insurance Company. It is enacted by the General Assembly as 
 follows : 
 
 Section i. James J. Fine, Harold J. Gross, and John S. Murdock, 
 their associates, successors and assigns, are hereby made a body cor- 
 porate under the name of the Puritan Life Insurance Company, with 
 all the powers and privileges and subject to all the duties and liabilities 
 appertaining to such corporations, set forth in the General Laws of 
 Rhode Island and all acts in amendment thereof and in addition 
 thereto, for the purpose of engaging in the business of insurance on 
 
5°6 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 lives and all and every form of insurance pertaining to life, for the 
 purpose of insuring persons against loss of life and health resulting 
 from accident or other cause or personal injury resulting from any 
 cause, and for the transaction of any business connected therewith 
 and incident thereto. 
 
 Sec. 2. Said company shall have the power and authority to make 
 endowments, grant, purchase and dispose of annuities. All contracts 
 of insurance issued by the said company shall be in consideration of 
 fixed premiums and shall not be subject to assessments or payments 
 beyond those stated in the contract therefor. 
 
 Sec. 3. Said corporation may issue policies stipulated to be with 
 or without participation in the profits. 
 
 Sec. 4. All forms of participating policies, except term policies 
 shall be non-forfeitable after three full premiums have been paid in 
 cash. In case any participating policy shall be surrendered after three 
 full premiums have been paid, the legal owner of said policy may, at 
 his option, accept a surrender value either in cash or in non-participat- 
 ing extended or paid-up insurance. Any indebtedness due from the 
 policyholder to said corporation may be deducted by said corporation 
 before the surrender value of such policy is determined. 
 
 Sec. 5. All policies shall be incontestable after two full premiums 
 have been paid, but the directors may, if they so determine, make all 
 policies incontestable from the date of issue. 
 
 Sec. 6. The capital stock of said corporation shall be one hundred 
 thousand dollars ($100,000), and may be increased from time to time 
 at the discretion of the board of directors, to an amount not exceed- 
 ing one million dollars ($1,000,000), provided, however, that before 
 the increase of stock authorized by such vote may be issued, the said 
 corporation shall pay into the treasury for the use of the State a tax 
 thereon equal to one-tenth of one per centum of the par value of such 
 increase, and shall file a certificate of the general treasurer of the fact 
 of payment of such tax, together with a copy of such vote duly certi- 
 fied by the secretary under seal of said corporation, in the office of 
 the secretary of state. Any issue of such increased stock company to 
 the foregoing provisions shall be invalid. 
 
 Sec. 7. .The government of said corporation shall be vested in a 
 board of directors, consisting of not less than five (5) persons, who 
 shall be stockholders and who shall be chosen in such manner and at 
 such times and places as said corporation shall by its charter and by- 
 laws prescribe. 
 
PURITAN LIFE. 
 
 5°7 
 
 Sec. 8. No policy shall be issued by said corporation until at least 
 fifty thousand dollars ($50,000) of the capital stock shall have been 
 paid in full to the treasurer of said corporation and a certificate to 
 that effect sworn to by the treasurer, filed with the insurance com- 
 missioner. 
 
 Sec. 9. Every policy of insurance issued or delivered by said com- 
 pany shall contain the entire contract between the parties and nothing 
 shall be incorporated therein by reference to any charter, by-laws, rules, 
 application or other writings unless the same are endorsed upon or 
 attached to the policy when issued ; and all statements purporting to 
 be made by the insured shall in the absence of fraud be deemed repre- 
 sentations and not warranties. Any waiver of the provisions of this 
 section shall be void. 
 
 Sec. 10. Said corporation shall be established and have a place 
 of business in the city of Providence. 
 
 Sec. 11. This act shall take effect upon and after its passage. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article i. Meetings. Sec. i. Annual t Meetings. — The annual meeting of 
 the stockholders of the corporation shall be held at the office of the cor- 
 poration in the city of Providence on the third Wednesday in February in 
 each and every year for the election of the board of directors and for the 
 transaction of all business which may legally come before the meeting. The 
 time for holding such meeting shall be determined by the board of directors. 
 
 Sec. 2. Special Meetings. — Special meetings of the stockholders shall be 
 called by the secretary of the corporation whenever ordered by the president, 
 the board of directors or upon the written request of stockholders holding 
 not less than one-third of the number of shares of the stock of the corpora- 
 tion issued and outstanding. The notice calling said meeting shall state 
 generally the nature of the business to be considered and the time and place 
 ■of meeting. 
 
 Sec. 3. Notice of Meetings. — The secretary shall send to each stockholder 
 of record, at least five (5) days prior to the date of meeting, a written or 
 printed notice stating the time and place of meeting ; and deposit such 
 notice in the postoffice of Providence, postage prepaid, addressed to the stock- 
 holder at his address as it appears upon the books of the corporation. Notice 
 so given shall be legal notice of all meetings, and where a special meeting 
 is to be held, said notice shall contain a general statement as to the general 
 nature of the business to be considered. 
 
 Sec. 4. Quorum. — At all meetings of the stockholders, whether annual or 
 special, a quorum shall consist of not less than three persons holding or by 
 proxy representing the holder or holders of a majority of the stock of the 
 corporation issued and outstanding. 
 
508 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 5. Voting at Meetings. — Each stockholder shall be entitled to one 
 vote for each share of stock appearing on the books of the corporation in. 
 the name of said stockholder ten (10) days prior to the meeting, and a 
 stockholder may vote in person or by written power of attorney, the power 
 of attorney or proxy to be filed with the secretary two (2) days before 
 the day of the meeting. 
 
 Article 2. Officers. Sec. i. The officers of the corporation shall consist 
 of a president, first vice-president, second vice-president, treasurer, secretary, 
 an actuary and a medical director. 
 
 Sec. 2. Election of Officers. — All officers of the corporation shall be elected 
 by the board of directors at the first meeting of the board after the annual 
 
 meeting of the stockholders and shall hold office for the period of one (1) 
 
 year and until their successors are duly elected, unless removed by the 
 
 board of directors as hereinafter provided; provided, that the officers of the 
 
 corporation elected at the first meeting of the board of directors held after 
 the adoption of these by-laws shall hold office until after the meeting of 
 the subscribers to the stock of the corporation as provided in the following 
 section and until their successors are duly elected and qualified. 
 
 Sec. 3. Board of Directors. — There shall be a board of directors consisting 
 of twenty-one persons who shall be bona fide stockholders. Said board of 
 directors shall be elected in the first instance by subscribers to the stock of 
 the company at a meeting called for that purpose. Seven of said directors 
 shall be elected for a period of three years from the third Wednesday in 
 June, 1907; seven for a period of two years from said third Wednesday in 
 June and seven for a period of one year from said third Wednesday in 
 June, and thereafter at each annual meeting of the corporation, seven persons 
 shall be elected to fill the places of those whose terms expire ; provided, 
 however, that any vacancy occurring in the board of directors during the 
 year shall be filled by the remaining members of the board, and provided, 
 further that the board of directors elected at the first meeting of the cor- 
 poration shall have and may exercise all the powers of directors as defined 
 in these by-laws until their successors are elected as herein provided. 
 
 Article 3. Powers and Duties of Officers. Sec. i. President. — The presi- 
 dent of the corporation shall preside at all meetings of the corporation and 
 the board of directors and, with the treasurer, sign all certificates of stock 
 and all other instruments or papers requiring the seal of the corporation and 
 shall perform such other duties as properly belong to his office and all such 
 duties as may be prescribed from time to time by the board of directors * 
 provided, however, that the board of directors or executive committee may 
 provide by resolution what officers shall sign the policies issued by the 
 corporation and the manner in which the same may be signed. 
 
 Article 4. Powers and Duties of Directors. Sec. i. The business of the 
 corporation shall be managed by the board of directors, who shall have full 
 charge and control of all the affairs of the corporation, and shall from 
 their own number elect a president, first vice-president, second vice-president 
 and a treasurer. They shall also elect a secretary, an actuary and a medical 
 director, who need not be directors. 
 
PURITAN LIFE. 
 
 509 
 
 The board shall have the power to appoint or engage such agents or 
 employees as in the judgment of the board may be necessary for the trans- 
 action of the business of the corporation ; they shall determine the duties of 
 the agents and employees of the corporation, and shall fix the salaries of 
 all officers and the compensation of all agents and employees. The board shall 
 have full power to sell any of the real or personal estate of the corporation, 
 to purchase from time to time, such property as the board may deem it 
 necessary for the conduct of the business of the corporation, to authorize the 
 making of such contracts as in their judgment they may deem best for the 
 corporation ; to authorize the borrowing and investing of money under such 
 terms and conditions as to them shall seem best ; to declare a dividend from 
 the earnings of the corporation; to authorize the affixing of the corporate 
 seal by the proper officers of the corporation to any instrument requiring 
 the same, and generally to have full and complete control and management 
 of the corporation and its affairs the board may remove any officer of the 
 corporation at any time, notwithstanding his term of office. 
 
 The boarcf of directors may elect from their number an executive com- 
 mittee of five, who when the board is not in session, shall have and exercise 
 all the powers and duties of the board. 
 
 The executive committee shall meet at least once each month. It shall 
 keep minutes of all its meetings and shall present the same at the next 
 meeting of the directors for their approval. The executive committee may 
 impose upon one of the officers of the company, the additional duties of 
 general manager, and shall fix the compensation to be paid such officer for 
 the performance of said duties, or the executive committee may appoint a 
 committee consisting of the heads of the different departments, which com- 
 mittee shall be charged with the general direction of the affairs of the com- 
 pany, subject to the control of the executive committee; said committee shall 
 meet at least once every week, and shall keep minutes of all its meetings, 
 and present the same at the next meeting of the executive committee for 
 their approval. 
 
 Sec. 2. Meetings of the board of directors. — Meetings of the board of 
 directors shall be held at such time and at such place as the board shall 
 
 determine. A quorum shall consist of nine members of the board. A written 
 
 or printed notice of the time and place of meeting, addressed to the members 
 of the board at their last address as the same appears on the books of the 
 corporation and deposited in the postoffice of Providence, postage prepaid, 
 twenty-four hours before the time of the meeting shall be due and sufficient 
 notice of the said meeting. 
 
 Article 5. Of Stock and the Transfer Thereof. Sec. i. The par value 
 of the stock of this corporation shall be fifty dollars ($50) per share. 
 
 Sec. 2. Each stockholder shall have the right to a certificate or cer- 
 tificates certifying the number of shares of stock, of the corporation held 
 
 by such stockholders, these certificates shall be transferable only upon the 
 books of the corporation upon the surrender of the old certificate by the 
 holder thereof, or by his duly authorized attorney ; provided, however, that 
 upon proper evidence of the loss of a certificate, the board of directors may 
 
510 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 authorize the transfer of the stock under such terms as to the said board 
 shall seem best for the protection of the corporation. 
 
 Article 7. Amendments. Sec. i. These by-laws may be amended at any 
 meeting of the corporation by vote of the stockholders holding a majority 
 of the stock of the corporation issued and outstanding ; provided, that, if 
 such amendment is made at a special meeting of the corporation, the substance 
 of the proposed amendment must be contained in the notice of such meeting. 
 
 SECURITY MUTUAL LIFE INSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Section 3 on page 325 change the word registrar to secretary. 
 
 Section 7 on page 326 : On the tenth line, after “ have been filed with the com- 
 pany,” insert “ and endorsement thereof actually made by the company on 
 original policy.” 
 
 Article 2. Sec. i. Stated Meeting. — A meeting of members for the election 
 of directors and the transaction of such other business as may properly come 
 before it shall be held at the home office in the city of Binghamton, N. Y., at 
 two o’clock in the afternoon on the first Tuesday in February, 1909, and every 
 two years thereafter on the same day and hour and at the same place. 
 
 Sec. 5. Who Entitled to Vote. — Each member in good standing at each 
 stated or special meeting of the members shall be entitled to one vote only, 
 irrespective of the number of policies or the amount of insurance held by him, 
 except as otherwise provided with reference to existing policies. 
 
 Sec. 6. Inspectors. — The board of directors shall appoint three inspectors 
 for each election, whose duty it shall be to receive and count the ballots cast, 
 unless inspectors are otherwise appointed under the provisions of the laws of 
 the State of New York. 
 
 Article 3. Sec. 2. Board of Directors and Term of Office. — The board of 
 directors shall consist of nine persons. The present directors shall hold office 
 for the term for which they are elected. The term of office for each director 
 hereafter elected at a stated meeting shall be two years. The directors elected 
 on any date subsequent to the date of the stated election shall hold office until 
 the expiration of two years from the date when such election should have been 
 held. A director elected to fill a vacancy shall hold office until the expiration 
 of the term for which he is elected to complete. All directors, however 
 elected, shall continue to hold office until their successors have been duly elected 
 to and have accepted office. 
 
 Sec. 5. Stated Meetings of Directors. — The directors shall have a stated 
 meeting immediately after the close of each stated meeting of members, and 
 such other meetings as may be called by the president. It shall be the duty 
 of the secretary to call special meetings of the board whenever requested in 
 writing by three or more directors. The secretary shall mail to each director 
 a written notice of such meeting as early as the day before such meeting. 
 
SECURITY MUTUAL LIFE. 5II 
 
 Omit section 6, “ Special Meetings,” on page 327. Make section 7, “ Quorum,” 
 section 6. 
 
 Article 4. Sec. i. Election of Officers and Committees. — The election of 
 officers and appointment of standing committees shall take place immediately 
 after each stated meeting of members held for the election of directors. In 
 case of a failure to elect officers and appoint committees on said date, the 
 officers may be elected and committees appointed on an adjourned meeting 
 of the board or a special meeting called for that purpose. 
 
 Sec. 2. Officers. — The officers of this company shall consist of a president, 
 one or more vice-presidents, a treasurer, a comptroller, and a secretary,, all 
 of whom have been or shall be chosen by the board of directors. 
 
 Sec. 4. Executive Committee. — An executive committee is hereby constituted 
 to consist of five members, viz. : the president, who shall be chairman thereof, 
 the first vice-president, and treasurer ex-officio, also two other members of the 
 board to be appointed by the president. Such executive committee shall possess 
 all the power and authority that the board of directors does or can possess 
 when not in session. They shall keep a record of all their transactions, which 
 shall be read at the next meeting of the board of directors ; and in case the 
 board does not then expressly annul or disprove any act or transaction of the 
 said executive committee, it shall be taken and held that all acts and trans- 
 actions of the executive committee not so annulled or disapproved, are approved 
 and confirmed by the board of directors. Any vacancy in the committee may 
 be filled by the president. 
 
 Sec. 5. Standing Committees. — The following shall be the standing com- 
 mittees : 
 
 (a) Finance committee consisting of the treasurer, as chairman, president 
 and vice-president, members ex-officio, and two other members to be appointed 
 by the president. This committee shall pass upon all loans and investments 
 made by the company. 
 
 (b) An auditing committee appointed by the president, consisting of three 
 members. The president, vice-president, treasurer, comptroller and secretary 
 shall not serve on this committee. 
 
 (c) An agency committee, consisting of the comptroller, third vice-president, 
 medical director, actuary and superintendent of agencies. It shall be the duty 
 of this committee to hold daily sessions for the purpose of carefully considering 
 all matters which may come before it concerning the agency force, and such 
 other matters as may be referred to it by the board of directors, the executive 
 committee or president. It shall have no power to increase the brokerage or 
 renewal commissions as fixed by the board of directors, and all contracts 
 recommended by it shall be acted upon by the board of directors or executive 
 committee before becoming binding upon the company. 
 
 Sec. 7. Other Committees, Etc. — The board of directors may, from time to 
 time, designate other committees and define the duties thereof. 
 
 Article 5. Powers and Duties of Officers. — Sec. i. President.' — The pres- 
 ident shall preside at all meetings of the members of the company and of the 
 board of directors, and he shall be ex-officio a member of all committees, 
 excepting the auditing committee. He shall be the executive officer of the 
 
512 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 company, and shall perform such duties as may be required of him by law or 
 usage, as the board of directors may prescribe. 
 
 Article 6. Sec. i. Amendments. — These by-laws may be revised or amended 
 at any stated or special meeting of the board of directors provided there is 
 delivered in person or mailed to each director, not less than thirty days prior 
 to such meeting a copy of such proposed alteration or amendment, with a notice 
 of the time and place when the same will be considered ; provided, however, 
 that no such proposed alteration or amendment shall be made unless the same 
 shall be approved by a seven-ninths vote of the entire board of directors. 
 
 SOUTHEASTERN LIFE INSURANCE COMPANY. 
 
 Whereas, A. H. Twichell, Elliott Estes, Giles L. Wilson, J. F. Floyd, 
 S. J. Simpson, W. S. Montgomery, John A. Law, J. T. Johnson and 
 J. B. Cleveland, all of Spartanburg, S. C., did on the 28th day of 
 September, 1905, file with the secretary of state a written declaration, 
 signed by themselves, setting forth : 
 
 First. The names and residences of the said petitioners to be as 
 above given. 
 
 Second. The name of the proposed corporation be that of South- 
 eastern Life Insurance Company. 
 
 Third. The principal place of business of the corporation will be 
 Spartanburg, South Carolina. 
 
 Fourth. The general purpose of the corporation, and the nature 
 of business it proposes to do, to make insurance on lives of individuals, 
 and against accidents or sickness and every insurance appertaining 
 to or connected with life insurance, accident insurance and health in- 
 surance; to grant, purchase and dispose of annuities; to receive and 
 execute trusts, and to make endowment, and generally to do all such 
 acts and things as are usually incident to corporations of like nature 
 that may not be against the laws of South Carolina. 
 
 Fifth. The amount of capital stock to be one hundred thousand 
 dollars, and the number of shares into wdiich the same is to be divided 
 to be one hundred of the par value of one hundred dollars each. 
 
 Sixth. The capital stock to be payable as set forth in the declara- 
 tion and petition. 
 
 And whereas, on 28th day of September, A. D. 1905, the date above 
 named, petitioners were commissioned by me a board of corporators : 
 
 And whereas, the said board of corporators, on the third day of 
 November, 1905, did file with the secretary of state their return in 
 
SOUTHEASTERN LIFE. 
 
 5U 
 
 writing, over their signatures, certifying among other things, that pur- 
 suant to published notice as required in the commission of the said 
 corporators, the books of subscription to the capital stock of the afore- 
 said company were duly opened, and that thereupon exceeding fifty 
 per centum of the capital stock was subscribed by bona fide stock- 
 holders ; that thereupon a meeting of stockholders was called, and the 
 aforesaid company duly organized by the election of a board of 
 directors, and other necessary officers. That, furthermore, they have 
 complied with all the requirements of the Code of Laws of the State 
 of South Carolina of 1902, and all acts or parts of acts amendatory 
 thereto ; 
 
 Now, therefore, I, J. T. Gantt, secretary of state, by virtue of the 
 authority in me vested by the aforesaid Code and acts amendatory 
 thereto, do hereby certify that the said company has been fully organ- 
 ized according to the laws of South Carolina, under the name and for 
 the purpose indicated in their written declaration, and that they are 
 fully authorized to commence business under their charter ; and I do 
 hereby direct that a copy of this certificate be filed and recorded in 
 the office of the register of mesne conveyance in each county where 
 such corporation shall have a business office. 
 
 Given under my hand and the seal of the State, at Columbia, this 
 third day of November in the year of our Lord one thousand nine hun- 
 dred and five and in the one hundred and thirtieth year of the Inde- 
 pendence of the United States of x\merica. J. T. Gantt, Secretary 
 of State. 
 
 Amendment of 1910. 
 
 Whereas, J. I. Westervelt, T. Oregon Lawton, Jr., F. A. Lawton, 
 S. J. Simpson, W. S. Montgomery, Arch B. Calvert, John A. Law and 
 H. J. Haynsworth a majority of the board of directors of Southeastern 
 Life Insurance Company, a corporation created under and pursuant 
 to the laws of South Carolina, by certificate issued by the secretary 
 of state on the third day of November, A. D. 1905. 
 
 Have certified, over their signatures, resolutions authorizing in be- 
 half of the aforesaid corporation to amend its charter by making the 
 principal place of business in the city of Greenville, S. C., instead of 
 Spartanburg, S. C. (authorized and set forth in the certificate afore- 
 said), which resolutions were adopted pursuant to law at a meeting 
 of the stockholders of the aforesaid corporation, of which thirty days' 
 written notice was given, which notice stated the purpose of the afore- 
 
5 I 4 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 said meeting; and further, that said resolutions were adopted by a 
 majority vote, and that in all respect there has been complied with 
 the provisions of section 1889, Code of Laws of South Carolina, 1902, 
 and all amendments thereto. 
 
 Now therefore, I, R. M. McCown, secretary of state by virtue of 
 the authority in me vested by chapter 47 of the Code of Laws of South 
 Carolina, 1902, and amendments thereto, and all acts or parts of acts 
 me thereto enabling, do hereby certify that the requirements of law 
 for said amendment have been complied with, and for good and suffi- 
 cient reasons to me appearing, do hereby certify that the charter of 
 the aforesaid company has been so amended. 
 
 Given under my hand and the seal of the State, at Columbia, this 
 fourteenth day of May, in the year of our Lord one thousand nine 
 hundred and ten and in the one hundred and thirty-fourth year of the 
 Independence of the United States of America. R. M. McCown, 
 Secretary of State. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article 1. Stock. — 1. Certificates of stock shall be issued in numerical order 
 from the stock certificate books of the company, and be signed by the president 
 and the treasurer, and sealed with the corporate seal. In case the offices of 
 president and treasurer are held by the same person, the certificate shall be 
 signed by the secretary also. A record of each certificate shall be kept on the 
 stub thereof. 
 
 2. Transfers of stock shall be made only upon the books of the company, 
 and, before a new certificate is issued, the old certificate must be surrendered 
 for cancellation. 
 
 3. In case any instalment of capital stock is not paid promptly by the sub- 
 scriber when called for by the directors, the amount due shall bear interest at 
 seven per cent, per annum, from the time it became due, and the company shall 
 have lien upon the shares of such stockholders so in arrears to enforce the 
 payment of instalments due upon the capital stock. 
 
 4. The stock books of the company shall be closed ten days immediately 
 preceding all annual meetings of stockholders, and no transfers of stock shall 
 be made within said time. Only those whose names appear as stockholders 
 upon the books of the company, or their proxies or legal representatives, shall 
 be entitled to vote or participate in any stockholders’ meeting. 
 
 5. Proxies shall be in writing, and shall be filed with the secretary of the 
 meeting. No proxy shall be good unless the same bears date within ninety 
 days prior to the meeting for which it is given. 
 
 Article 2. Stockholders. — 1. The annual meeting of stockholders shall be 
 held on the second Tuesday in March in each year. 
 
SOUTHEASTERN LIFE. 
 
 5*5 
 
 2. Special meetings of the stockholders may be called at any time by the 
 president, or by resolution of the board of active directors, or by stockholders 
 holding one-third of the outstanding stock. 
 
 4. A majority of the entire voting stock of the company, represented in 
 person or by proxy, shall be necessary to constitute a quorum at any meeting 
 of stockholders. 
 
 Article 3. Directors. — 1. The business and property of the company shall 
 be managed by a board of active directors, not exceeding fifteen in number, 
 who shall be stockholders, and who shall be elected annually by ballot by the 
 stockholders for the term of one year, and shall seive until the election and 
 acceptance of their duly qualified successors/ Any vacancies may be filled by 
 the board for an unexpired term. Such directors shall receive a fee of five 
 dollars each for attendance on directors’ meetings, provided, however, that 
 no salaried officer shall receive a fee for attendance on such meetings. 
 
 2. The board of active directors shall meet at least once each year, and 
 at such other times and such places as shall suit their convenience, at the call 
 of the president, or a majority of the board. The president shall preside at 
 all meetings of the board when present, and if absent, the first vice-president, 
 and if the first vice-president is absent, the second vice-president, and if the 
 second vice-president is also absent, the board shall select its own presiding 
 officer, by a majority vote. 
 
 3. A quorum at any meeting shall consist of a majority of the entire 
 membership of the said active board. A majority of such quorum shall decide 
 any question that may come before the meeting. 
 
 4. The officers of the company shall be elected by the board of active 
 directors at their first meeting after the election of such directors, each year, 
 and in case of failure to do so, then at the next or some subsequent meeting. 
 If any office becomes vacant during the year, the board of active directors 
 shall have the right to fill the same for the unexpired term. The board of 
 active directors shall fix the compensation of all officers of the company, and 
 shall have the right to discharge any officer at any time. 
 
 5. In addition to the active directors, there shall be a board of advisory 
 directors, consisting of fifteen members, to be chosen annually from the stock- 
 holders of the company, whose duty shall be to advise with the active directors 
 when so requested, and to perform such other duties as the active directors 
 may request of them. Any vacancy in such board may be filled by the active 
 directors. Advisory directors shall receive five dollars each and expenses for 
 attendance on any directors’ meeting to which they have been called. 
 
 Article 4. Officers. — 1. The officers of the company shall be a president, 
 a first vice-president, a second vice-president, a general manager, a secretary, 
 a treasurer, a medical director, and three associate medical directors, and a 
 general counsel, who shall be elected for one year, and shall hold office until 
 their successors are elected and qualified. Any two or more offices may be 
 united in one person. The board of active directors shall have the right to 
 cieate additional offices, and fill the same, between the annual meetings of the 
 stockholders, when in their judgment it is best to do so. 
 
 2. The president shall preside at all meetings of the boards of directors, 
 and shall have immediate supervision of the financial affairs, and general 
 
516 charters of life insurance companies. 
 
 supervision of all the affairs of the company, shall sign or countersign all 
 certificates, policies, contracts and other instruments of the company, shall make 
 reports to the active directors and stockholders, and shall perform all such 
 other duties as are incident to his office, or properly required of him by the 
 board of active directors. In the absence or disability of the president the 
 first vice-president shall exercise his functions, and in the absence or disability 
 of the first vice-president, the second vice-president shall do so. The president 
 shall be a member, and ex-officio chairman of the executive committee, and 
 all other standing committees. 
 
 3. The general manager shall have immediate supervision of the agency and 
 underwriting department of the company. 
 
 Article 5. Standing Committees. — 1. The active directors shall elect from 
 their board a standing committee, to be known as the executive committee, four 
 members of the same to constitute a quorum. The active directors may also 
 elect from their board other standing committees in their discretion. The 
 executive committee shall consist of the president, and general manager, and five 
 other active directors. 
 
 Any vacancies occurring in any of the committees may be filled by the ex- 
 ecutive committee until the next meeting of the board of active directors, when 
 the same shall be filled by the board for the unexpired term. Reports of all 
 committees shall be in writing, signed by such members as concur therein. 
 
 2. The executive committee shall have general control of all the affairs of 
 the company. When the active directors are not in session, it shall be vested with 
 all the power or authority that the board does or can possess when in session. 
 The executive committee shall keep a record of all its transactions, which record 
 shall be submitted to the board of active directors at its annual meetings, and 
 at such other meetings as may be required. — the record of each meeting of 
 said committee being submitted separately — and shall be approved or disapproved 
 by said board, and the board shall have the same power to disapprove or 
 rescind any action of the committee that it would have to rescind or disapprove 
 of any action of the board at a previous meeting. The executive committee 
 shall meet once a month, at such date as they may fix, and at such times as they 
 may be called together by the president, or by the other five members of the 
 committee. 
 
 3. The executive committee shall have general supervision of all the funds 
 and securities of the company. It shall direct the manner and time of making 
 and changing loans and investments subject to the provisions of these by-laws. 
 This committee shall receive a fee of ten dollars for each meeting, the amount 
 to be divided between the members attending such meeting, but salaried officers 
 of the company shall not receive any part of such fee for their attendance. 
 Such loans or investments shall only be made as follows : 
 
 (1) In United States, State, county, or city bonds, if the market value of 
 the bonds, at the date of purchase, is at least eighty per cent, of the par value. 
 
 (2) In bonds or notes secured by mortgages upon unencumbered real estate, 
 the market value of which real estate, at the date of investment, is at least 
 double the amount loaned thereon. 
 
 (3) In loans upon the pledge of United States, State, county, or city bonds, 
 if the market value of such bonds, is at least twenty-five per cent, more than 
 
SOUTHERN STATES LIFE. 
 
 517 
 
 the amount loaned thereon, or in loans secured by mortgages of unencumbered 
 real estate, if the market value of the real estate so mortgaged is at least 
 double the amount loaned. 
 
 (4) In loans upon its own policies, but not exceeding the reserve or present 
 value thereof (computed according to the actuaries experience table of mortality, 
 with interest at four per cent.), the same being the amount of indebtedness 
 of the company by reason of its outstanding policies in gross. This section 
 shall not prohibit the company from accepting any other assets than herein 
 enumerated in the payment of debts due the company, in order to protect its 
 interests, or from acquiring real estate for its own use, or by a foreclosure in 
 accordance with the laws of this or any other State. 
 
 Article 6. Dividends and Finance. — 2. Dividends shall be declared only 
 from the surplus profits at such times as the board of active directors shall 
 direct ; and no dividends shall be declared that will impair the capital of 
 the company. 
 
 3. All moneys of the company shall be deposited in the name of the company 
 in such bank or banks as may be designated, from time to time, by the execu- 
 tive committee and shall be drawn only upon the joint checks or drafts signed 
 by the treasurer and approved by the president. 
 
 4. All investments of the company shall stand in the name of the South- 
 eastern Life Insurance Company and not in the name of any individual as an 
 officer of the company. 
 
 Article 7. Miscellaneous. — 1. No policy of insurance, annuity or other 
 insurance risk, shall be issued until the application for same has been examined 
 and recommended for acceptance by the medical director and approved by the 
 president (or in his absence or inability to act, by the first or second vice- 
 president and the secretary). 
 
 2. These by-laws may be added to, amended or repealed, by a majority vote 
 of the entire outstanding stock of the company at any regular meeting of the 
 stockholders, or at any special meeting, where such proposed action has been 
 announced in the call and notice of such meeting. 
 
 THE SOUTHERN STATES LIFE INSURANCE COMPANY, 
 
 State of Alabama, Montgomery county, to the judge of probate of said 
 County : 
 
 We, the undersigned subscribers to the capital stock of The Southern 
 States Life Insurance Company, respectfully show that : 
 
 1. The Southern States Life Insurance Company is to be a cor- 
 poration located in the State of Alabama with its home office in the 
 city of Montgomery, Montgomery county, Alabama. 
 
 2. The purpose of the corporation is pecuniary gain to its stock- 
 holders and benefit to its policyholders. 
 
518 charters of life insurance companies. 
 
 3. The incorporators are Marion M. Jackson, A. J. Orme and P. C. 
 Wadsworth, all of whom are residents of the city of Atlanta, county 
 of Fulton and State of Georgia. 
 
 4. The name and style of the corporation shall be The Southern 
 States Life Insurance Company. 
 
 5. The nature of the business in which the company proposes to 
 engage is to make insurance upon the lives of individuals. To grant, 
 purchase and dispose of annuities, and to execute such trusts as are 
 consistent with its business. It shall have all the powers conferred 
 by the laws of the State of Alabama upon corporations organized for 
 the purpose of insuring the lives of individuals, and shall be empowered 
 to issue all forms of insurance contracts as may be connected with the 
 business of life insurance as it now or may hereafter be carried on 
 in the United States. It shall have the power to make insurance upon 
 the lives of individuals combining life, accident and health, and shall 
 have the power to acquire and hold all such property, and to perform 
 such acts as may be necessary or convenient in the transaction of its 
 business. 
 
 6. The capital stock of said company is to be one hundred thousand 
 dollars ($100,000), divided into shares on one hundred dollars ($100) 
 each, subscribed for at one hundred and fifty dollars ($150) per 
 share in order to give said corporation a fully paid capital of one 
 hundred thousand dollars ($100,000) and a surplus of fifty thousand 
 dollars ($50,000). Said capital stock has been fully subscribed and 
 the sum of one hundred thousand dollars ($100,000) has been actually 
 paid into the company, and is in good faith held and to be used solely 
 for the purposes above set forth. 
 
 7. It is proposed that said company shall conduct its business as 
 above set forth not only in the State of Alabama but in any other 
 State, territory or country where its officers may deem it advisable 
 and the laws thereof permit. 
 
 Correction of Charter. 
 
 State of Georgia, County of Fulton. Before me personally appeared 
 Wilmer L. Moore, who, being duly sworn, deposeth and says that : 
 
 He is the president of The Southern States Life Insurance Com- 
 pany, a corporation, which was organized under the general laws of 
 the State of Alabama, by proceedings had in the probate court of 
 Montgomery county, Alabama, a declaration or certificate of incor- 
 poration thereof having been filed in said probate office, to-wit : 16th 
 
SOUTHERN STATES LIFE. 
 
 S 1 9 
 
 day of April, 1906, the incorporators being A. J. Orme, Marion M. 
 Jackson and P. C. Wadsworth. Said declaration or certificate of 
 incorporation is recorded in Incorporation Record 3, page 420 in said 
 probate office. 
 
 Said declaration or certificate stating the names and residences of 
 the incorporators, the name and style of said corporation, the location 
 or principal place of business of the corporation, the purposes of the 
 corporation and the nature of its business, the amount of the capital 
 stock and the number of shares into which it is divided, was signed 
 by said incorporators. 
 
 Affiant further states that the subscribers to the capital stock of said 
 corporation were the said A. J. Orme, Marion Jackson and P. C. 
 Wadsworth, who subscribed for an equal number of said shares, and 
 who paid the whole of said capital stock, to- wit : One hundred thou- 
 
 sand dollars in cash to Frank Orme, the treasurer of said corporation, 
 whose postoffice address is Atlanta, Georgia. 
 
 Since the incorporation of said company, as aforesaid, the follow- 
 ing named persons have become shareholders in said company, and 
 have been duly and regularly elected directors thereof, no directors 
 having been elected prior to the filing of said certificate of incorpora- 
 tion. * * * 
 
 The duly elected and chosen officers of the corporation are : Wilmer 
 L. Moore, president, Atlanta, Ga. ; Frank Orme, secretary and treas- 
 urer, Atlanta, Ga. 
 
 At the organization of said corporation, as aforesaid, there was no 
 written subscription list, but each' of the incorporators subscribed to 
 said capital stock for an equal number of shares, the aggregate of said 
 subscriptions being one hundred thousand dollars, all of which was 
 paid in, in cash, as aforesaid, and went into the treasury of said 
 company. 
 
 The capital stock of said corporation is divided into one thousand 
 shares of the par value of one hundred dollars each. Attached hereto 
 is a statement, under oath, of the treasurer of said corporation, show- 
 ing payment in full of the subscriptions to said capital stock. 
 
 No officer or agent of the corporation was specifically designated to 
 receive subscriptions to the capital stock, since at the time of said 
 application Frank Orme had been duly designated the treasurer of 
 the company for that purpose and to him had been paid the entire 
 capital stock of one hundred thousand dollars in cash. 
 
5 2 ° 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 This affidavit is made to supply such of the information herein con- 
 tained as was omitted by inadvertence from said original declaration 
 or certificate of incorporation. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article i. Name and Seal. Sec. i. The name of the corporation shall 
 be “ The Southern States Life Insurance Company.” It shall have a common 
 seal bearing the name of the company. Its principal place of business shall 
 be in the city of Montgomery, Alabama, and its general office in the city 
 of Atlanta, Georgia. 
 
 Article 2. Stockholders. Sec. i. The annual meeting of the stockholders 
 shall be held the fourth Tuesday in January of each year, either at the 
 company’s office in Atlanta, Georgia, or Montgomery, Alabama. 
 
 Sec. 2. Notice of the meeting, giving the place where it will be held, shall 
 be mailed to each stockholder at his address as it appears upon the records 
 of the company, at least ten days prior to said meeting. 
 
 Sec. 3. Stockholders may be represented by proxies or powers of attorney, 
 and each share of stock shall be entitled to one vote. 
 
 A majority of the total amount of stock issued, as shown by the books 
 of the company, shall constitute a quorum. 
 
 Sec. 4. Special meetings of the stockholders may be called by the president, 
 or by five members of the board of directors, and the notification shall be 
 that prescribed in section 2 of this article, for annual meetings ; and such 
 notice shall be given by the secretary when so directed by the president, 
 or the five members of the board of directors. 
 
 Article 3. Directors. Sec. i. The property and business of the company 
 shall be managed by a board consisting of not less than twenty-nine directors, 
 nine of whom shall constitute a quorum. 
 
 Sec. 2. The members of the board of directors shall be elected annually 
 at the annual meeting of the stockholders of the company and shall serve 
 until their successors are elected and qualified ; unless elected as provided 
 in section three hereafter. 
 
 Sec. 3. When recommended by the president the number of directors of 
 the company may be increased by a majority vote of the members of the 
 executive committee. Upon such increase the additional directors shall be 
 elected by the executive committee ; to hold office until the next annual 
 meeting of the stockholders of the company; at which time it shall be deter- 
 mined whether or not the said increase shall be permanent. 
 
 Sec. 4. A director of the company may be removed from office by a vote 
 of two-thirds of the directors elected at the regular annual meeting of the 
 stockholders. 
 
 Sec. 5. Regular meetings of the board of directors shall be held once in 
 every three months on such day as may be designated by the board of directors, 
 and oftener if in the discretion of the board it be necessary. 
 
 The annual meeting of the board of directors shall be held at an hour 
 preceding that fixed for the regular meeting of the stockholders of the com- 
 
SOUTHERN STATES LIFE. 
 
 521 
 
 pany the fourth Tuesday of January in each year. On the same day at an 
 hour subsequent to the meeting of the stockholders, the directors shall meet 
 for the purpose of electing officers of the company provided for in article 
 4, section 1. If the officers be not elected at that meeting, or, if no meeting 
 be held, they may be elected at a meeting called for the purpose as provided 
 in article 3, section 6. 
 
 Sec. 6. Special meetings of the board of directors may be called by the 
 president or by five members of the board of directors. Five days’ notice 
 of such meeting must be given to each director personally or by letter 
 addressed to his last known place of residence or his place of business, and 
 the object of the meeting shall be stated in the call. 
 
 Sec. 7. The board of directors shall adopt such plans of insurance, forms 
 of policies, tables of rates and regulations upon the subject of insurance as 
 they may deem for the best interest of the company, and direct such officers 
 of the company to sign all contracts for insurance on life and for annuities 
 as they may deem proper. 
 
 Article 4. Officers. Sec. i. The officers of the company shall be a 
 president, such vice-presidents as the board of directors may determine, and 
 a treasurer. These officers shall be elected from among the board of directors 
 and shall be elected by a majority vote of the directors at the meeting for 
 the election of officers provided for in article 3, section 5. At the same 
 meeting and in the same manner, excepting that they need not be members 
 of the board of directors, shall be elected a secretary and auditor and such 
 other officers as the directors may deem advisable, it being in the power of 
 the directors to create such offices as they may determine. The officers 
 elected shall hold office for one year, or until their successors are elected ; 
 subject, however, to removal by the board of directors at any time for cause. 
 
 Article 5. Standing Committees. Sec. i. There shall be two standing 
 committees, viz. : 1. An executive committee ; 2. A finance committee, the 
 
 members of which shall be elected by ballot at the same meeting of the board 
 of directors at which the officers of the company are elected. The members 
 of the committee shall hold office for one year or until their successors 
 are elected. A vacancy in the standing committees may be filled by the 
 board of directors for the unexpired term. Each committee shall keep a full 
 record of its proceedings, which shall be reported by the secretary at each 
 quarterly meeting of the board of directors, or at any other meeting of the 
 board when called for. 
 
 Article 6 . Executive Committee. Sec. i. The executive committee shall 
 consist of seven members, namely, the president and six directors. The presi- 
 dent shall be the chairman of the committee. A majority of the members 
 shall constitute a quorum. 
 
 Sec. 2. The executive committee shall exercise all powers and authorities 
 vested in, and conferred upon the board of directors, when the board is not 
 in session. 
 
 Sec. 3. The executive committee shall consider all matters relating to the 
 adjustment and settlement of claims for losses where doubt exists as to the 
 liability of the company. Should the medical department report that a claim 
 
522 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 is valid, the president and treasurer shall have authority to pay it; reporting 
 the payment at the first meeting of the executive committee thereafter. 
 
 Article 7. Finance Committee. Sec. i. The finance committee shall con- 
 sist of not less than five members of whom the president and treasurer shall 
 be two. A majority of the members shall constitute a quorum. 
 
 Sec. 2. When the board of directors is not in session, the finance com- 
 mittee shall have control of the investment of the funds of the company. 
 
 Sec. 3. Loans shall be authorized only on real estate first mortgages, 
 national, state, county and municipal bonds. No loan, purchase or invest- 
 ment exceeding $10,000 in amount shall be made without four affirmative 
 votes of the finance committee. Investments of less amounts may be made 
 with three affirmative votes. 
 
 Sec. 4. Before any money is paid out for authorized loans, the securities 
 and documents to secure said loans must be approved by the attorneys for 
 the company. 
 
 Article 8. President. Sec. i. The president shall hold office for one 
 
 year, or until his successor shall be elected. He shall, if present, preside at 
 meetings of the board of directors, and of the stockholders. He shall have 
 the active management of the company, subject to the board of directors. 
 He shall execute contracts and agreements when authorized to do so either 
 by the board of directors or the executive committee, and shall cause the 
 seal of the company to be affixed to all contracts or other instruments 
 requiring the same. 
 
 Article 9. General Provisions. Sec. i. Checks, drafts, orders for the 
 
 payment of money, promissory notes, and bills of exchange shall be signed 
 by the Treasurer and countersigned by the president. 
 
 Sec. 2. Investments shall be made in the name of “ The Southern States 
 Life Insurance Company.” Transfers of registered bonds and assignments, 
 and releases of mortgages shall be executed for the company by the president 
 and the treasurer. Unmatured mortgages may be cancelled when approved 
 by the finance committee. 
 
 Sec. 3. The annual statement of the business of the company shall be 
 presented by the president to the board of directors at the annual meeting 
 in January. 
 
 Sec. 4. Whenever under the provision of these by-laws notice is required 
 to be given to a stockholder, director or officer, such notice shall be deemed 
 to have been given at the time when the same shall have been embodied in 
 writing and deposited in a postoffice or letter box in a postpaid, sealed 
 wrapper addressed to such stockholder, director or officer at his address as 
 it appears on the books of the company. 
 
 Sec. 5. A stockholder, director or officer may waive notice required to be 
 given under these by-laws, and the presence of such stockholder, director, 
 or officer at any meeting shall be deemed to be a waiver of such notice. 
 
 Sec. 6. No commission direct, or indirect, shall be received by any member 
 of the board of directors for procuring or facilitating loans of the com- 
 pany’s funds. 
 
 Sec. 7. The directors, officers and employees shall receive such compensa- 
 tion as the board of directors or the executive committee shall determine. 
 
SOUTHERN STATES MUTUAL LIFE. 523 
 
 but no officer employed by the company shall be entitled to vote on any 
 question in which his remuneration is involved. 
 
 Article io. Stock Certificates. Sec. i. Certificates of stock issued by the 
 company shall be signed by the president and secretary with the seal of 
 the company affixed, and no transfer shall be complete until the same has 
 been recorded in the stock ledger of the company. 
 
 Sec. 2. The books for the transfer of shares shall be closed ten days prior 
 to any annual election of directors. 
 
 Article ii. Amendments. Sec. i. The by-laws may be amended by a 
 majority vote of the stockholders present or represented at a regular or 
 called meeting of the stockholders provided that in the call for the meeting 
 the amendment proposed shall have been stated in substance. 
 
 SOUTHERN STATES MUTUAL LIFE INSURANCE 
 COMPANY. 
 
 I, C. W. Swisher, secretary of state of the State of West Virginia, 
 hereby certify that an agreement, duly acknowledged and accompanied 
 by the proper affidavits, has been this day delivered to me, which 
 agreement is in the words and figures following: 
 
 1. The undersigned agree to become a corporation by the name 
 of Southern States Mutual Life Insurance Company. 
 
 2. The principal place of business of said corporation shall be 
 located at Charleston, Kanawha county, West Virginia, with the 
 privilege of establishing branch offices at such other places as may 
 be hereafter desired. Said corporation will have no chief works. 
 
 3. The objects and purposes for which this corporation is formed 
 are as follows : 
 
 For the purpose of insuring the respective lives of its members and 
 others, and to make all and every insurance appertaining to or con- 
 nected with life risks of whatsoever kind or nature ; to make endow- 
 ments and to grant and purchase annuities. 
 
 4. The amount of the total authorized capital stock of said cor- 
 poration shall be two hundred and fifty thousand dollars ($250,000), 
 which shall be divided into twenty-five hundred shares of the par 
 value of one hundred dollars each, of which authorized capital stock 
 the amount of two hundred and eight thousand dollars ($208,000) 
 has been subscribed, and the amount of twenty thousand eight hundred 
 dollars ($20,800) has been paid. 
 
5 2 4 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 5. The names and postoffice addresses of the incorporators are as 
 follows : * * * 
 
 6. This corporation shall continue perpetually. 
 
 7. (a) The company shall have the right to purchase and cancel the 
 shares of its capital stock at any time, for the benefit of the insured in 
 this company, at such reasonable prices above par as may be fixed by 
 the board of directors and approved by the insurance commissioner 
 of this State as not impairing the policy reserves of the company, and 
 the company thereby made strictly mutual as between the policy- 
 holders therein. Half-yearly dividends not exceeding five per cent, 
 may be declared from time to time upon the capital stock of this com- 
 pany by the board of directors, when the surplus so justifies. 
 
 (b) Every member insured by this company shall be a member 
 entitled to one vote and one vote additional for each five thousand 
 dollars of insurance carried by him in excess of the first five thousand 
 dollars. 
 
 (c) The assets of this company shall be invested in securities of 
 standard value, and none other, limited so far as possible to those 
 permitted savings banks, and under proper limitations be invested in 
 each State in proportion to the volume of business derived from such 
 State; but all investments shall be made with reference to the best 
 interests of the policyholders. 
 
 (d) This company shall not directly or indirectly contribute to any 
 fund to be used for political purposes. 
 
 (e) No officer, agent or employee of this company shall receive 
 directly or indirectly more than a reasonable compensation for the 
 services rendered by him to the company. 
 
 (f) No officer or director of this company shall borrow money from 
 this company, or participate in any of its investments. 
 
 (g) Upon the receipt by the company of satisfactory proof of the 
 death of a policyholder in this company, there shall be promptly paid 
 to the person entitled to receive the same, the amount due upon the 
 policy, including the full dividends accrued thereupon, according to 
 the last annual statement of this company. 
 
 Given under our hands, this 6th day of January, 1906. 
 
 Wherefore, the corporators named in the said agreement, and who 
 have signed the same, and their successors and assigns, are hereby 
 declared to be from this date perpetually, a corporation by the name 
 and for the purposes set forth in said agreement. 
 
SOUTHERN STATES MUTUAL LIFE. 
 
 525 
 
 Given under my hand and the great seal of the said State, at the 
 city of Charleston, this twenty-sixth day of January, nineteen hundred 
 and six. C. W. Swisher, Secretary of State. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Article i. Principal Offices. — The principal office of this company shall 
 be kept and maintained at Charleston, Kanawha county, West Virginia. 
 
 Branch offices may be established elsewhere within or without the state, by 
 the board of directors, as may be needed for the business of the company. 
 
 Article 2. Capital Stock. — The capital stock of this company shall consist 
 of 2,500 shares of the par value of $100 each, to be paid for in accordance 
 with the unanimous resolution of the incorporators and stockholders of the 
 company, adopted January 26th, 1906, upon a basis of $120 per share; the 
 
 said $20 per share to constitute the surplus fund in the treasury of the 
 
 company, to be used in its business. The said sum of $120 shall be regarded 
 as the stock as between the stockholders and the company, except in the 
 payment of dividends thereon. The capital stock, together with the said 
 
 surplus fund, shall be paid in, in full, as called for by assessments levied by 
 the board of directors. The said stock shall be transferrable only upon the 
 books of the company, in person or by attorney ; but no transfer of stock 
 shall be binding until the old certificate be surrendered and a new one issued 
 to the transferee, and recorded in the stock book of the company. 
 
 The board of directors may provide for a transfer agent, if it seems fit 
 to do so, by whom all transfers of stock shall be made. 
 
 Article 3. Officers. Sec. i. The officers of this company shall consist 
 of a president; a first vice-president, who may also be manager; a second 
 vice-president, who may also be a director of agencies; a secretary, who 
 may also be treasurer, who may also be secretary. The directors may also 
 appoint a general counsel, a cashier, an actuary, a medical director, assistants 
 to any of the officers as the board may from time to time determine, and the 
 interests of the company require. Such officers shall be chosen by the board 
 of directors at the first meeting following the annual meeting of the company 
 in each year, or, in case of a vacancy the same may be filled at any regular 
 or special meeting of the board. All officers of the company shall hold their 
 respective offices until their successors are duly elected and qualified unless 
 removed as hereinafter provided. 
 
 Sec. 2. Compensation of Officers. — No officer, agent or employee of this 
 company shall receive directly or indirectly more than a reasonable com- 
 pensation for the services rendered by him to the company, to be fixed by 
 the board of directors, or under their instructions. 
 
 Sec. 3. Bonds of Officers. — The board of directors shall provide for such 
 bonds, in such penal sums as may be necessary, from time to time, to 
 indemnify the company against any defaults by its officers or agents. Such 
 bonds shall be deposited for safe keeping in the vaults of a bank secured 
 for that purpose, in the city of Charleston, West Virginia. 
 
526 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Article 4. Duties of Officers. Sec. 1. President. — The president shall be 
 chief executive officer of the company. He shall preside at the meetings of 
 the board of directors. He shall execute all contracts and other papers 
 requiring the seal of the company, which, when affixed, shall be attested by 
 the secretary of the company. He shall be ex-officio a member of all standing 
 committees, and shall have charge of such other business as the board 
 may direct. 
 
 Article 5. Board of Directors. — The board of directors of this company 
 shall consist of fifteen persons who shall hold their office for one year, or 
 until their successors are elected and qualified Such directors need not 
 be residents of the state of West Virginia, nor stockholders in this company. 
 They shall adopt such rules and regulations for the government of the board 
 as may be proper, including the election from the board of an executive 
 committee, consisting of six members, in addition to the president of the 
 company, in whose absence or inability to act as chairman pro tempore may 
 be selected by those present. They shall also elect all officers of the com- 
 pany, fix their compensations, and prescribe their duties subject to these by-laws. 
 Any eight of the board of directors shall constitute a quorum. The members 
 of the company who are the stockholders and voting policyholders, at any 
 meeting may remove any director and fill the vacancy thus occurring until 
 the next annual meeting, or until his successor is elected and qualified. A 
 vacancy occurring in the board from any other cause may be filled by the 
 board until the next election of the directors. 
 
 Article 6. Executive Committee. — The executive committee shall consist 
 of seven directors, including the president, who shall be ex-officio a member 
 of such committee and chairman thereof. If absent or unable to act those 
 present may select a chairman pro tempore. It may meet at stated times, 
 or upon notice to its members. It shall advise with and aid the officers or 
 the company in all matters concerning the interests and the management of 
 its business, and generally perform such duties as may be prescribed by 
 
 the board of directors from time to time. Four members of the committee 
 
 shall constitute a quorum to transact business, but the committee shall make 
 no loans, purchase or investment without four affirmative votes. The com- 
 mittee shall keep the minutes of all the proceedings and report the same to 
 the board of directors at the regular meetings of the board. It shall have 
 the power to make contracts, and shall generally perform such duties as are 
 within the powers of the board while the board is not in session. The 
 minutes and all the books and papers of the committee or of the board of 
 
 directors, or any expert appointed by said board, or by any committee or 
 
 expert appointed by the members of the company, at any time during business 
 hours, and without notice. No member of the committee shall be present 
 during the discussion of or vote upon any question in which he is personally 
 interested. 
 
 Article 7. Meetings of Members. Sec. i. All meetings of the members 
 of this company shall be held at its principal office in the city of Charleston, 
 West Virginia. The annual meetings for the election of directors, and the 
 transaction of such other business as may properly come before such meet- 
 
SOUTHERN STATES MUTUAL LIFE. 
 
 5 2 7 
 
 ing, shall be held at its principal office on the first Tuesday after the tenth 
 day of January, of each year hereafter at io o’clock in the forenoon of that 
 day. The stock transfer books of the company shall be closed for one week 
 prior to such meetings. All elections for directors shall be governed by 
 the laws of the state of West Virginia governing the election of directors 
 of a joint stock company. At any meeting of the company a quorum shall 
 be constituted by the presence in person or by proxy of a majority of the 
 capital stock outstanding. 
 
 Sec. 2. Special Meetings. — The holders of one-fifth of the capital stock, or 
 policyholders having 500 votes under section 3, below may, at any time, call 
 a special meeting of the members, or instruct the president so to do. Notice 
 of such meeting must be given to all members of the company in the manner 
 hereinafter set out. 
 
 Sec. 3. How Members May Vote. — The vote of all questions in the mem- 
 ber’s meetings shall be shares, so far as the stock of this company is con- 
 cerned; each share of the stock to be counted as one vote. All stock must 
 be voted by the owners of it, in person, or by a person authorized by power 
 of attorney, subject to section 4, below to vote such stock. The policyholders 
 of this company shall also be entitled to vote, in person or by proxy, at all 
 meetings of the members. Each person holding a policy of insurance upon 
 his own life in this company shall be a member of this society, and entitled 
 to one vote, and one vote additional for each $5,000 of insurance carried 
 by him upon his own life, in excess of the first $5,000. This voting privilege, 
 thus conferred upon the policyholders, shall never be construed to vest in the 
 policyholder the right to deny, withhold, or refuse to pay reasonable and 
 proper dividends to the stockholders upon the stock held by them in this 
 company, until the stock be retired. 
 
 Sec. 4. No power of attorney shall be recognized at any meetings of the 
 members of this company, unless returned and listed upon the books of 
 the company at least one week prior to the meeting at which they are to 
 be used. No person shall, as proxy for policyholders in this company, cast 
 more than twenty votes as such proxy. 
 
 Sec. 5. Notice of Meeting. — Notice of the annual or any general or special 
 meeting of the members of this company shall be given by publication of 
 the same in two public newspapers printed in the city of Charleston, West 
 Virginia, for two weeks preceding such meeting ; and, should the directors 
 at any time deem it for the best interests of the company to change the date 
 or time for holding the annual meeting of the company, such change may 
 be made by publication thereof in the manner herein specified. 
 
 Article 8. Investments and Securities. Sec. i. Investments. — The assets 
 of this company shall be invested by the executive committee or board of 
 directors in securities of standard value, and none other, limited, so far as 
 possible, to those permitted savings banks, and, under proper limitations, be 
 vested in each state; in proportion to the volume of business derived from 
 each state ; but all investments shall be made with reference to the best 
 interests of the policyholders. 
 
528 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 2. Securities. — All securities of the company shall be under the care 
 and charge of the treasurer of the company, and shall be deposited in the 
 vaults of some bank located in the city of Charleston, West Virginia, in 
 the absence of the treasurer, for any cause, such securities shall be under 
 the care of any two members of the executive committee, who shall be 
 selected for that purpose. 
 
 Article 9. Receipts and Disbursements. — All receipts of the company shall 
 be given by the secretary or treasurer, or his assistant, and all funds so received 
 shall be deposited by the secretary or treasurer, or his assistant, under the 
 direction and subject to the supervision of the executive committee. All dis- 
 bursements shall be made by a voucher-check signed by the treasurer, or his 
 assistant, and countersigned by the president, one of the vice-presidents, or, 
 in the absence of any of these officials, their place may be filled by any 
 two members of the executive committee. Such vouchers shall plainly show 
 the purposes for which such disbursements are made. No funds of this 
 company shall be directly or indirectly used for political purposes, or any 
 other purpose not authorized by law. 
 
 Article 10. Dividends to Stockholders. Sec. i. Dividends to Stockholders. 
 — Half yearly dividends not exceeding five per cent shall be declared from 
 time to time upon the capital ■ stock of this company by the board of direc- 
 tors when the surplus so justifies. No other dividends of any kind or char- 
 acter may be made to stockholders, as such. 
 
 Sec. 2. Dividends to Policyholders. — From the profits arising from the busi- 
 ness of this company, the board shall annually, in the month of January, 
 declare a dividend to the mutual policyholders, according to the kind and 
 class of each policy, or place to the credit of the policy its equitable pro- 
 portion of the undivided surplus, as determined by the actuary of the com- 
 pany, and approved by the board of directors, which shall be payable accord- 
 ing to the term and conditions of the policy. 
 
 Article 11. Sec. i. Policies of Insurance. — The company may issue policies 
 of insurance upon the life of any person from the age of one year to sixty- 
 five, inclusive, but for no greater amount than twenty thousand dollars upon 
 the life of any one person. 
 
 Sec. 2. Applications for Insurance. — No policy of insurance shall be issued 
 until there has been filed in the home office an application therefor, signed 
 by the person making the application, together with the certificate of a 
 reputable physician, designated or approved by the company, that the person 
 to be insured is in sound health. 
 
 Article 12. How Policies of Insurance Executed. — All policies of insur- 
 ance issued by this company shall be extended in the manner following: by 
 the president and secretary, or, in the absence of the president, by one of 
 the vice-presidents ; or. in the absence of the secretary, by the actuary, or 
 in the absence of the actuary, by the assistant secretary. Should any of 
 those signatures not be available, any two members of the executive com- 
 mittee may execute the same in lieu of any one of the officials above named. 
 
 Article 13. Amendments. — These by-laws may be amended at any regular 
 or called meeting of the members, three-fourths of the votes of those present 
 at such meeting being voted in favor of such amendment. 
 
SOUTHWESTERN LIFE. 
 
 5 2 9 
 
 SOUTHWESTERN LIFE INSURANCE COMPANY. 
 
 The State of Texas. Know all men by these presents: That, we, 
 W. A. Childress, Geo. W. Jalonick and Sam P. Cochran, all resident 
 citizens of the State of Texas, have this day voluntarily associated 
 ourselves together for the purpose of creating a private corporation 
 under the laws of the State of Texas for the purpose of transacting 
 a general life and accident insurance business, and for that purpose 
 we hereby agree with each other and declare: 
 
 First. The name of such corporation or company shall be South- 
 western Life Insurance Company. 
 
 Second. The principal or home office of said company shall be 
 located in the city of Dallas, Dallas county, Texas. 
 
 Third. Said company shall transact a life insurance business, and 
 all and every insurance pertaining to life of persons ; receive money 
 on insurance contracts, and pay money or other thing of value to 
 persons, policyholders or their beneficiaries, families or representa- 
 tives, conditioned upon the continuance or cessation of human life, 
 make endowments and grant, purchase and dispose of annuities ; and 
 make contracts upon any and all conditions appertaining to, or con- 
 nected with, life risks, of whatever kind or nature; and policies may 
 be issued, stipulated to be with or without participation in profits by 
 the insured, and on such terms and conditions as may from time to 
 time be ordered and provided for by the by-laws or directors of said 
 company. 
 
 Said company may also, at the discretion of its board of directors 
 transact the business of accident insurance, receive money on such 
 policies, and pay money or other thing of value to persons, policy- 
 holders or their families or representatives, conditioned upon the in- 
 jury, disablement or death of the insured resulting from traveling or 
 general accident by land or water; provided, however, such accident 
 insurance business shall be a separate department and be kept sepa- 
 rate and distinct from the life insurance business of said company. 
 
 Fourth. Said corporation or company shall exist and continue its 
 corporate succession for a period of five hundred (500) years. 
 
 Fifth. The amount of capital stock of said company shall be two 
 hundred and fifty thousand dollars ($250,000), divided into two thou- 
 sand five hundred (2,500) shares, of one hundred dollars ($100) each, 
 and the par value of each share shall be one hundred dollars ($100). 
 
53 ° 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 The company shall at once place upon its subscription books for 
 sale one thousand shares of its stock, and the remaining shares may 
 be sold or disposed of at such time and in such manner as the directors 
 may determine, or they may remain unsold. 
 
 Sixth. The first directors of said company shall be the following 
 named thirteen persons: W. A. Childress, Geo. W. Jalonick, Sam P. 
 Cochran, A. F. Sittig, F. A. Piper, J. H. Reuss, Walter Tips, S. M. 
 Furnam, P. L. Downs, E. O. Tenison, Alexander Sanger, J. B. 
 Wilson, and John H. Kirby, all of whom are resident citizens of 
 Texas, and subscribers to the capital stock of said company, and shall 
 hold their office as directors until their successors are elected as pro- 
 vided by law. 
 
 The directors of said company shall elect the officers of the com- 
 pany and have general charge and control of its affairs and make 
 by-laws for its government. 
 
 Said company shall have all rights and privileges as are now granted 
 to life and accident insurance companies by the laws of the State of 
 Texas : and all such other rights as are not inconsistent with the laws 
 of said State now in force, or hereafter enacted. 
 
 In witness whereof we, who are subscribers to the capital stock of 
 said company, hereunto affix our names on this the 4th day of March, 
 A. D. 1903. 
 
 Amendment of 1909. 
 
 The State of Texas, county and city of Dallas. Whereas, the 
 original charter, or articles of incorporation of Southwestern Life In- 
 surance Company was, after being duly approved, filed in the office 
 of the commissioner of insurance, etc., for the State of Texas, on 
 to- wit, the 10th day of March, A. D. 1903, with an authorized capital 
 stock of two hundred and fifty thousand dollars, at the par value of 
 one hundred dollars per share; 
 
 And, whereas, two thousand shares of such stock have heretofore 
 been issued; 
 
 And, whereas, the stockholders owning and representing a majority 
 of said stock heretofore issued, did, on to- wit, the ninth day of June, 
 1909, by a unanimous vote enact and pass the following resolution, 
 to-wit : 
 
 “ Resolved, That the authorized capital stock of Southwestern Life 
 Insurance Company be increased from two hundred and fifty thou- 
 sand dollars to two million dollars, and that Henry D. Lindsley, presi- 
 
SOUTHWESTERN LIFE. 
 
 531 
 
 dent of said company, and T. W. Vardell, vice-president of said com- 
 pany, be and they are hereby directed to execute and file the proper 
 statement authorizing such increase.” 
 
 Therefore, know all men by these presents, that we, the said Henry 
 Dj Lindsley, president, and T. W. Vardell, vice-president, of said 
 insurance company, do hereby execute these presents, and request that 
 this instrument be approved by the commissioner of insurance and 
 banking of the State of .Texas, and filed and recorded in his office, 
 that the capital stock of Southwestern Life Insurance Company may 
 thereby be increased to two million dollars. 
 
 Witness our hands and the seal of said corporation, at Dallas, Texas, 
 on this the ninth day of June, A. D. 1909. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Section i. Meetings of Stockholders. — The annual meeting of the stock- 
 holders shall be held on the second Tuesday in March of each year, at which 
 meeting a board of directors, to be composed of such number of stockholders, 
 not less than five, as may be determined upon, shall be elected for the ensuing 
 year. Special meetings of stockholders may be called by the president at any 
 time, ten days notice having first been given by letter or telegram, to each 
 stockholder, and such special meeting shall be called by the president upon the 
 written request therefor of the holders of as many as one-third of all the 
 shares of the outstanding capital stock of the company. 
 
 Sec. 2. Meetings of Directors. — Regular meetings of the board of directors 
 shall be held on the second Tuesdays of March, June, September and December 
 of each year. The meeting held on the second Tuesday in March shall be 
 known as the annual meeting and shall be held prior to the annual meeting of 
 the stockholders on the same day, and immediately following the annual meeting 
 of the stockholders a meeting of the new board of directors shall be held to 
 elect officers for the ensuing year and to transact such other business as may 
 be deemed advisable. 
 
 The president may call a special meeting of the board of directors at any time 
 in his discretion and he shall call such special meeting whenever five of the 
 directors shall request him in writing so to do. Notice of the time, place and 
 purpose of each such special meeting shall be given by letter or telegram 
 addressed to each director at his last known postoffice address, to be sent not 
 less than five days prior to the date of such meeting, provided that upon the 
 written request of a majority of the board of directors the president shall call 
 a special meeting giving notice thereof for such length of time not less than 
 one day as shall be named in such written request. Vacancies in the board 
 of directors may be filled by the board at any regular or called meeting. A 
 majority of the board of directors shall constitute a quorum for the trans- 
 action of business. 
 
532 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 3. Officers. — At the annual meeting of the board of directors in March 
 of each year, they shall elect the following officers, who shall hold their 
 offices for one year and until their successors are duly elected, to wit. : a 
 president ; a first vice-president, who shall be styled “ vice-president ; ” a 
 second vice-president, who shall be styled “ vice-president and counsel ; ” a 
 third vice-president, who shall be styled “vice-president ; ” a secretary ; an 
 actuary (both of which positions may be filled by the same person), and a 
 medical director. Vacancies in any of these positions may be filled at any 
 regular or called meeting of the board of directors and any such officer may 
 be removed or suspended by the board for cause upon proper hearing after 
 notice. 
 
 Sec. 4. Standing Committees. — There shall be two standing committees, an 
 executive committee, which shall also act as the insurance committee, and a 
 finance committee. The president shall be ex-officio a member of each of these 
 committees, and the other members thereof shall be elected at the annual 
 meeting of the board of directors and shall hold office for one year, or until 
 their successors are elected. Vacancies in either the executive or finance com- 
 mittee may be filled at any meeting of the board. Reports of the transactions 
 of each of said committees shall be made at each regular meeting of the 
 board, and regular minutes of their proceedings shall be kept in books provided 
 for that purpose by a secretary designated by each such committee. 
 
 Sec. 5. Subordinate Officers and Employees. — The president may appoint, 
 subject to the approval of the executive committee, any officer not herein pro- 
 vided to be elected by the board of directors and any employee at his discretion, 
 and any officer or employee thus appointed by the president may be removed 
 or suspended at his discretion. 
 
 Sec. 6. Executive Committee. — The executive committee shall consist of the 
 president, and four officers or directors, and a majority thereof shall constitute 
 a quorum. It shall be vested with the powers of the board of directors when 
 such board is not in session, in so far as the same may be delegated to it con- 
 sistently with the provisions of the laws of Texas and of these by-laws. 
 
 Sec. 7. Finance Committee. — The finance committee shall consist of the 
 president, and four directors or stockholders of the company, and a majority 
 of the committee shall constitute a quorum. It shall be charged with the duty 
 of supervising all investments or loans, except policy loans made by the com- 
 pany. In the event of the protracted absence from the city of Dallas of any 
 member of the finance committee the executive committee may appoint a sub- 
 stitute to serve during such absence. 
 
 Sec. 8. Execution of Instruments. — Any two or more of the following 
 officers, namely, the president, vice-president, second vice-president third vice- 
 president and secretary, shall have the power jointly to execute, in the name 
 of the company, all and every contract, certificate, conveyance, receipt, release 
 or other paper, or instrument in writing whatsoever required by law to be 
 executed by the company, or which it is necessary for it to execute in the 
 transaction of its business or the management of its affairs, and shall have 
 power to affix the seal of the company thereto, provided that one of such 
 officers shall be the president, or a vice-president acting as president. All 
 checks and drafts shall be signed by one of the officers of the company above 
 
STATE MUTUAL LIFE. 533 
 
 named in this section and countersigned by the cashier or such other person 
 as may be designated by the executive committee. 
 
 Seu. 9. Salaries. — The salaries of officers elected by the board of directors 
 and of other officers and employees in excess of three thousand dollars 
 ($3,000) per annum, shall be fixed by the board; all other salaries shall be 
 fixed by the executive committee. 
 
 Sec. 10. President. — Subject to the control of the board and of the executive 
 committee, the president shall have' plenary powers over all the departments 
 and officers of the company. He shall present a report upon the affairs of the 
 company at each regular meeting of the board, and such report shall be 
 placed on file or copied in the minutes. 
 
 Sec. 12. Limit of Risk. — If a risk in excess of $10,000 be taken upon a single 
 life, the excess shall promptly be reinsured. 
 
 Sec, 14. Transfers of Stock. — Transfers of shares of capital stock of the 
 company shall be made only on the books of the company by the holder in 
 person, or by attorney duly authorized in writing, and upon the surrender of 
 the certificate or certificates, for such shares. 
 
 Sec. 15. Audit of Accounts. — The assets and the accounts of the company 
 shall be audited and the annual statement verified, at the close of each year, 
 by disinterested auditors or accountants selected for that purpose by the board 
 of directors. The quarterly reports of the president to the board may also 
 be thus verified. 
 
 Sec. 16. Amendments to By-Laws.' — These by-laws shall take effect on the 
 8th of March, 1910, and all amendments hereto shall take effect at the time 
 same are passed unless otherwise therein stated. They may be amended by a 
 two-thirds vote of the directors present at any regular meeting, or at any 
 meeting called for the purpose ; provided notice of the proposed change has 
 been given or mailed to each director at least five days before such meeting. 
 
 STATE MUTUAL LIFE ASSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Under “ voting ” on page 346 substitute for the first two paragraphs the 
 following : 
 
 1. Directors shall be elected by ballot. 
 
 2. Each insured member shall be entitled to one vote and one vote for 
 every five thousand dollars insurance additional to five thousand dollars. 
 
 Under “ organization ” on page 344 substitute the following for paragraphs 
 3 and 4: 
 
 3. The officers shall be a president, one or more vice-presidents, a finance 
 ■committee of seven (including the president), a secretary, a treasurer, general 
 counsel, a medical director, and an actuary, and such other officers as the 
 directors may deem necessary or expedient for the convenient transaction of 
 the business of the company. 
 
534 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 4. These officers shall be chosen by the directors by ballot. The president, 
 vice-presidents and the finance committee shall be chosen by the directors from 
 their own number. The other officers may be chosen from their own number 
 or not, as they deem best. 
 
 For the financial committee on page 345 substitute the following: 
 
 The Finance Committee. — 1. The president and six members of the board 
 of directors, duly elected, shall constitute the finance committee. 
 
 2. This committee shall invest the funds of the company, and may in its 
 discretion collect or sell any securities on hand and re-invest the proceeds 
 thereof. It shall by vote prescribe by what officer or officers any conveyance or 
 tiansfer of property or securities of the company shall be executed. 
 
 3. Regular meetings of this committee shall be held as often as twice in 
 each month. 
 
 THE TRAVELERS INSURANCE COMPANY. 
 
 Amendment to Charter. 
 
 Resolved by this Assembly : 
 
 Section i. That The Travelers Insurance Company be and it 
 hereby is authorized to increase its capital stock to an amount not 
 exceeding ten million dollars, by the issue, from time to time, as its 
 board of directors may deem expedient, of not more than ninety thou- 
 sand additional shares of the par value of one hundred dollars each. 
 
 Sec. 2. Such additional stock shall be paid for in money, in such 
 amounts, at such times, and in such manner as shall be prescribed by 
 the board of directors, but the price of each share for any increase of 
 capital stock shall be not less than par. Any such increase of capital 
 stock shall be first offered to the stockholders appearing of record, in 
 proportion to their respective holdings at the time when such increase 
 shall be authorized, and the same or any part thereof which shall not 
 be accepted and paid for within the time or times and at the price 
 prescribed by the board of directors may be sold, under the direction 
 of said board, to other persons. 
 
 Sec. 3. Stockholders shall be entitled to assign and convey their 
 rights to subscribe for any such increase, including rights that may 
 accrue to subscribe for fractions of shares ; but the company shall not 
 be required to issue certificates for any fractions of shares. 
 
 Sec. 4. This resolution shall take effect when it shall be approved 
 by a majority vote of the stockholders of the said The Travelers In- 
 surance Company and a certified copy of such approval and vote filed 
 in the office of the secretary of the state. 
 
 Approved May 22, 1907. 
 
UNION CENTRAL LIFE. 
 
 535 
 
 THE UNION CENTRAL LIFE INSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 (Revised to January io, 1910.) 
 
 Article i. i. Capital Stock. — The capital stock of the company shall 
 he five hundred thousand dollars, divided into shares of twenty dollars each, 
 and shall be transferable only on the books of the company, in the manner 
 in which the board of directors shall prescribe. 
 
 Article 2. 1. Meetings of Stockholders. — The annual meeting of the 
 
 stockholders shall be held on the second Monday in January, at such hour 
 as the directors may fix. At this meeting the stockholders shall elect by 
 ballot a board of directors, not to exceed fifteen in number, who shall hold 
 their office for one year, and until their successors are duly elected and 
 qualified. All vacancies in the board shall be filled by the directors. 
 
 2. The president may call a special meeting of the stockholders at any 
 time he may deem it advisable, or he shall call such meeting at the request 
 of the holders of one-fifth of the capital stock. A notice of not less than 
 one week of such meeting must be given. 
 
 3. All stock must be voted by the owners of it in person, or by a stock- 
 holder authorized by power of attorney to vote such stock. 
 
 Article 3. 1. Policies of Insurance. — The company may issue policies of 
 
 insurance upon the life of any person from the age of one year to sixty-five 
 inclusive but for no greater amount than fifty (50) thousand dollars upon 
 the life of one person; but said company may issue policies for an amount 
 not exceeding one hundred thousand dollars upon the life of one person, 
 provided the excess over $50,000 be insured in some other life insurance com- 
 pany or companies. 
 
 2. No policy of insurance shall be issued until there has been filed in the 
 home office an application therefor, signed by the person making the appli- 
 cation, together with the certificate of a regularly approved medical examiner 
 that the person to be insured is in sound health ; and no policy shall be 
 issued upon the life of any person of unsound health. 
 
 Article 4. 1. Board of Directors. — All directors and executive officers 
 shall be stockholders, and each director shall own in his own name and shall 
 have under his own control, not less than five hundred dollars of the capi- 
 tal stock. 
 
 2. The board of directors shall hold regular monthly meetings for the 
 transaction of business on such day of each month as the board may select ; 
 and such other meetings as the president may call ; and an affirmative vote 
 of a majority of the board will be necessary for the passage of any question. 
 
 3. The board shall adopt such plans of insurance, and shall establish the 
 rates of premium and such regulations upon the subject of insurance as it 
 may deem proper. 
 
 4. From the general funds of the company the board shall make the 
 following provisions : 
 
536 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 First. To pay the necessary expenses of conducting the business of the 
 company, and all approved claims resulting from death and matured endow- 
 ments. 
 
 Second. To establish and perpetuate the reserve funds required by law. 
 
 Third. To establish and perpetuate a surplus fund in such amount as may, 
 in the judgment of the board, be necessary for the security of the company. 
 
 Fourth. For dividends as follows : 
 
 A semi-annual dividend of five per cent shall be made on the stock, to 
 be payable on the first day of April and of October annually. 
 
 The only other dividends that may be made to stockholders shall consist 
 of the profits derived from policies issued without profits to the policyholders. 
 These dividends may be declared at any regular monthly meeting or called 
 meeting of the board. 
 
 From the residue of the profits arising from the mutual business, after the 
 provisions indicated in this article, the board shall, annually, declare a 
 dividend to the mutual policyholders, according to the kind and class of each 
 policy, that shall be applied according to the terms and conditions of each 
 policy; or place to the credit of the policy its equitable proportion of the 
 undivided surplus, which shall be payable according to the terms and con- 
 ditions of the policy. 
 
 Article 5. 1. Officers of the Company. — The executive officers of the 
 company shall be a president, one or more vice-presidents, a secretary, one 
 or more assistant secretaries, and a treasurer and one or more assistant 
 treasurers, to be elected by the directors by ballot at the first meeting of 
 the board after each annual election of directors, and to hold their respective 
 offices for one year, and until their successors are duly elected and qualified. 
 
 2. There shall also be elected a manager of insurance, a medical director, 
 a superintendent of agents, an actuary, an auditor, and general counsel, with 
 one or more assistants in each case if deemed necessary by the board. 
 
 3. There shall also be elected four directors, who, together with the presi- 
 dent, secretary and treasurer, shall constitute the executive committee. 
 
 4. The directors shall fix the compensation of all of the foregoing officials, 
 and all vacancies may be filled by the board at any regular or called meeting. 
 
 Article 6. 1. Duties of the Executive Committee. — The executive com- 
 
 mittee shall meet regularly each week upon such day as may be selected, 
 and oftener at the call of the president ; and, under the direction of the 
 board of directors, shall have the supervision of all the business of the com- 
 pany. It may appoint such other committees as the needs of the business 
 may require, and it shall appoint all clerks and other employees, and shall 
 have power to remove them at any time. It shall approve all contracts made 
 with agents. It shall fix all salaries and compensation of employees not other- 
 wise provided for. It shall examine the books at least every three months, and 
 report their condition to the board. It shall adjust all losses, invest the 
 funds of the company, make all loans, and do such other business as the 
 board may direct. All investments must have the approval of the committee 
 in writing. 
 
 2. All business of the committee must be transacted in regular session. 
 Four members shall constitute a quorum, and an affirmative vote of a majority 
 
UNION CENTRAL LIFE. 
 
 537 
 
 of those present shall be required for the transaction of business. The com- 
 mittee shall elect a chairman and a clerk, and shall keep a record of its 
 transactions, and report them to the regular meetings of the board. 
 
 Article 7. 1. Duties of the president. — The president shall have super- 
 
 vision of the finances, investments and general business of the company. He 
 shall preside at all meetings of the board of directors, and shall have power 
 to convene the board at any time when he may deem it expedient ; and he 
 shall be required to do so at the request of the executive committee, or of 
 any three members of the board. He shall have authority to execute in the 
 name of and on behalf of the company, all deeds, mortgages, powers of 
 attorney, waivers of service, leases, contracts, bonds, full or partial assign- 
 ments and releases of mortgages, deeds of trust, vendors’ liens, judgments, 
 tax certificates, certificates of purchase or- other securities, and any and all 
 other instruments that are necessary or proper to be executed in the trans- 
 action of the company’s business, and this authority may be transferred by 
 him to the vice-president, second or third vice-presidents, secretary or treas- 
 urer, but it must be given or rescinded in writing. He shall sign all policies 
 of insurance, and shall attend to such other business as the board may direct. 
 He shall make a report annually to the stockholders and the policyholders of 
 the business transacted, and shall also make a statement of the financial con- 
 dition of the company. 
 
 Article 8. Duties of the Secretary. — The secretary, under the direction of 
 the executive committee, shall keep minutes of the proceedings of the board 
 of directors, and record them in a book kept for that purpose, and shall 
 furnish all committees with such accounts and papers as may be required. 
 
 He shall have charge of the records of the capital stock and the issuance 
 of all stock certificates. 
 
 He shall have charge of the applications for insurance and policies issued 
 in accordance with same, and all correspondence, clerical force and records 
 relating thereto. He shall countersign all policies. 
 
 He shall present to the board, at the regular monthly meetings, a report 
 of all the business transacted during the previous month, including the num- 
 ber of policies issued ; the number terminated ; the net amount in force. 
 
 He shall have charge of the policy loans. 
 
 He shall be the custodian of the valuable papers and documents, and of 
 the corporate seal. * * * 
 
 Article 9. Duties of the Treasurer. — The treasurer, under the direction 
 of the executive committee, shall have charge of the mortgage loan depart- 
 ment and bills receivable. 
 
 He shall receive all moneys in whatever form presented; he shall have all 
 receipts audited and recorded by the respective departments to which they 
 belong, and upon approval, deposit them daily, in banks, designated by the 
 executive committee. 
 
 He shall make all payments onl-y upon the order recorded and certified, 
 of an authorized department. 
 
 He shall keep on hand in currency not over five hundred dollars. 
 
 He shall report to the president daily the receipts, the disbursement and the 
 balances in the respective banks. * * * 
 
538 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Article 13. Duties of the Manager of Insurance.— The manager of insur- 
 ance, under the direction of the executive committee, shall have general super- 
 vision of the insurance department of the company. He shall have charge 
 of its forms of policies, contracts, publications, agencies, issuing and pur- 
 chasing of policies, valuing of policies, and distribution of the surplus. * * * 
 
 Article 16. 1. Bonds of Officers. — The president of the company, the 
 
 chairman of the executive committee and the treasurer shall each give a 
 bond or bonds in the sum of twenty thousand dollars, in such bonding com- 
 panies as may be approved by the board for the faithful performance of their 
 respective trusts ; and the amount of such bonds shall be increased from 
 time to time upon the demand of the board. 
 
 2. The vice-president, the secretary, the assistant treasurer, the assistant 
 secretary and the manager of insurance shall each give a bond or bonds in 
 the sum of ten thousand dollars, with such sureties or in such bonding com- 
 panies as may be approved by the board, for the faithful performance of their 
 respective trusts. 
 
 All other employees shall give such bonds as may be required by the 
 executive committee. 
 
 3. These bonds shall be submitted to the counsel of the company, whose 
 approval shall be indorsed thereon in writing. 
 
 4. The bonds of the officers shall be deposited for safe-keeping in the box 
 rented by the company from a safe deposit company of Cincinnati. 
 
 Article 17. Sundry. — All receipts renewing policies of insurance shall be 
 signed by the secretary and countersigned by the collecting agent. 
 
 No loan secured by mortgage or collaterals shall be made to any officer, 
 director or employee of the company, until it has been approved by the board 
 of directors. 
 
 All checks or drafts upon bank accounts of the company shall be signed 
 by the president, the treasurer, the vice-president or the secretary, and counter- 
 signed by one other of said officers, or by the chairman of the executive 
 committee, the assistant treasurer, or the assistant secretary. No check or 
 draft shall be signed by any officer until a record of the expenditure has 
 been entered upon the cash book, evidenced by the certificate of the cash 
 bookkeeper of the department authorizing it. No check or draft shall be 
 signed by any officer in blank. 
 
 Article 18. Amendments. — Every proposed amendment of these by-laws, 
 together with the by-law to be amended, shall be printed by the company, 
 and mailed by the secretary to every stockholder at least thirty days before 
 action shall be taken thereon. 
 
 UNION MUTUAL LIFE INSURANCE COMPANY. 
 
 EXTRACTS FROM THE BY-LAWS. 
 
 Sec. 10 on page 367 should read : 
 
 10. The finance committee shall consist of the president and vice-president, 
 who shall be members ex-officio, and five directors; they shall hold, etc. 
 
VOLUNTEER STATE LIFE. 
 
 539 
 
 VOLUNTEER STATE LIFE INSURANCE COMPANY. 
 
 Be it known, that Zeboim C. Patten, J. T. Lupton, E. B. Craig, 
 W. D. Carswell, J. Fred Ferger, Samuel Bosworth Smith, Jos. W. 
 Johnson, Theo. F. King, R. H. Carswell, Jr., W. A. Sadd, G. N. 
 Henson, T. R. Preston, H. B. Branner, Edward T. Sanford, Jno. 
 Overton, J. T. Fargason, Ben Goodman, Jos. A. Boillin, D. E. Mitchell, 
 J. T. Howell, A. M. Shook, Jno. P. Williams, C. D. M. Greer, are 
 hereby constituted a body politic and corporate, by the name of the 
 Volunteer State Life Insurance Company. The capital stock of said 
 corporation is fixed at two hundred thousand dollars ($200,000)* 
 divided into two thousand (2,000) shares of one hundred dollars 
 ($100) each. The general powers, etc., of said corporation are: 
 
 To sue and be sued by the corporate name ; to have and use a 
 common seal, which it may alter at pleasure ; if no seal, then the sig- 
 nature of the name of the corporation by any duly authorized officer 
 shall be legal and binding ; to purchase and hold or receive by gift in 
 addition to the personal property owned by said corporation, any 
 real estate necessary for the transaction of the corporate business, and 
 also, to purchase or accept any real estate in payment or part payment 
 of any debt due to the corporation, and sell realty for corporation 
 purposes; to establish by-laws and make all rules and regulation not 
 inconsistent with the laws and the constitution, deemed expedient for 
 the management of corporate affairs, and to appoint such subordinate 
 officers and agents in addition to president and secretary or treasurer 
 as the business of the corporation may require ; designate the name 
 of the office and fix the compensation of the officers. 
 
 The following provisions and restrictions are coupled with said 
 grant of powers : A failure to elect officers at the proper time, does 
 
 not dissolve the corporation, but those in office hold until the election 
 or appointment and qualification of their successors. The term of all 
 officers may be fixed by the by-laws of the corporation ; the same not, 
 however, to exceed two years. The corporation may, by by-laws, 
 make regulations concerning the subscription for or transfer of stock ; 
 fix upon the amount of capital to be invested in the enterprise ; the 
 division of the same into shares ; the time required for payment thereof 
 by the subscribers for stock ; the amount to be called for at any one 
 time ; and in case of failure of any stockholder to pay the amount thus 
 
 * Reduced to $100,000 in April, 1908. 
 
540 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 subscribed by him at the time and in the amounts thus called, a right 
 of action shall exist in the corporation to sue said defaulting stock- 
 holder for the same. The board of directors, which may consist of 
 five or more members, at the option of the corporation, to be elected 
 either in person or by proxy, by a majority of the votes cast, each 
 share representing one vote, shall keep a full and true record of all 
 their proceedings, and an annual statement of receipts and disburse- 
 ments shall be copied on the minutes, subject at all times to the inspec- 
 tion of any stockholder. The books of the corporation shall show the 
 original or subsequent stockholders ; their respective interests ; the 
 amount which has been paid on the shares subscribed ; the transfer of 
 stock, by and to whom made ; also other transactions in which it is 
 presumed a stockholder or creditor may have an interest. 
 
 The amount of any unpaid stock due from a subscriber to the cor- 
 poration, shall be a fund for the payment of any debts due from the 
 corporation, nor shall the transfer of stock by any subscriber, relieve 
 him from payment, unless his transferee has paid up all or any of the 
 balance due on said original subscription. 
 
 By no implication or construction shall the corporation be deemed 
 to possess any powers except those hereby expressly given or neces- 
 sarily implied from the nature of the business for which the charter 
 is granted, and by no inference whatever shall said corporation possess 
 the power to discount notes or bills, deal in gold or silver coin, issue 
 any evidence of debts as currency, buy and sell any agricultural prod- 
 ucts, deal in merchandise, or engage in any business outside the 
 purpose of the charter. 
 
 The right is reserved to repeal, annul, or modify this charter. If 
 it is repealed, or if the amendments proposed, being not merely 
 auxiliary but fundamental, are rejected by a vote representing more 
 than half of the stock, the corporation shall continue to exist for the 
 purpose of winding up its affairs, but not to enter upon any new 
 business. If the amendments or modifications, being fundamental, are 
 accepted by the corporation as aforesaid, in a general meeting to be 
 called for that purpose, any minor, married woman, or other person 
 under disability, or any stockholder not agreeing to the acceptance of 
 the modification, shall cease to be a stockholder, and the corporation 
 shall be liable to pay said withdrawing stockholders the par value of 
 their stock, if it is worth so much : if not, then so much as may be 
 its real value in the market, on the day of the withdrawal of said 
 
VOLUNTEER STATE LIFE. 54I 
 
 stockholders, as aforesaid : Provided, that the claims of all creditors 
 
 are to be paid in preference to said withdrawing stockholders. 1 
 
 A majority of the board of directors shall constitute a quorum, and 
 shall fill all vacancies until the next election. The first board of 
 directors shall consist of the five or more corporators who shall apply 
 for and obtain the charter. The said corporation may have the right 
 to borrow money, and issue notes or bonds upon the faith of the cor- 
 porate property, and also to execute a mortgage or mortgages as 
 further security for repayment of money thus borrowed. 
 
 The said company shall have the right to insure the lives of persons 
 and engage in the general business of life insurance, and, coupled 
 therewith, the right to grant and sell annuity, or contract loans based 
 on life annuity, with benefit of survivorship, and accept and execute 
 all legal trusts which may be confided to said company. 
 
 Said company shall also have the power to make insurance against 
 all accidents to property in transit ; to persons in traveling. Said 
 company shall also have the power to make insurance against dis- 
 abilities to persons by disease or sickness or other bodily infirmities, 
 or against thefts of property, and also insurance upon ships, steam- 
 boats, and other craft ; upon freight and seamen’s wages, including 
 all marine risks. 
 
 When policies of insurance are effected by any person on his life, 
 for the benefit of his wife, or for the benefit of any one or more of 
 his children, or for the joint benefit of his wife and children, the 
 creditors of the person thus insuring shall have no claim on the pro- 
 ceeds of the policy, and the same shall inure to the persons for whose 
 benefit the insurance was effected. Creditors shall have an insurable 
 interest in the lives of their debtors. 
 
 Moneys received as premiums upon risks undetermined and out- 
 standing at the time of declaring any dividend, shall not be considered 
 as profits, earned and divided as such ; and if any loss should happen 
 impairing the capital stock, no dividend shall be declared until said 
 capital stock is made good ; and if a dividend shall be declared, con- 
 trary to this prohibition, the directors consenting thereto shall be liable 
 to make good to the creditors of the company, if their claims can not 
 otherwise be satisfied, the amount of dividends thus illegally divided. 
 
 The said company may have the right to establish offices in any other 
 county of the State for the transaction of business allowed by the 
 charter. 
 
542 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 The insurance business of the company may, at the option of the 
 company, be conducted upon the principle of giving to policyholders 
 an interest in the profits, and the company may purchase for its own 
 benefit, any policy insurance or other obligation growing out of its 
 business, and also any claims of policyholders for profits. 
 
 Any company organized under the provisions of this charter may 
 restrict its business to the insurance of the lives of its members or 
 stockholders alone, it being the intent by this section to give a cor- 
 porate existence to any professional association, guild, brotherhood, 
 or other mutual association, the right, by an arrangment among 
 themselves, as stockholders in a corporation, to insure the lives of 
 each other upon the principle of a mutual participation in the profits, 
 by annual subscriptions, or otherwise, and thereby provide a fund out 
 of which provision may be made, according to the by-laws of the 
 corporation, for the support of the family of any stockholder on his 
 decease, or for the payment of any policy due his estate on his decease. 
 In case any company organized under this charter restricts its busi- 
 ness to the insurance of the lives of stockholders, no publication need 
 be annually made of its debt and liabilities. 
 
 Witness our hands, this 29th day of September, 1903. 
 
EXTRACTS FROM STATE LAWS. 
 
 543 
 
 EXTRACTS FROM STATE LAWS. 
 
 THE INDIANA LAW. 
 
 Substitute the following for the correspondingly numbered sections on pages 
 393 - 398 . 
 
 Section, i. Any ten or more persons, citizens of this State, may associate 
 in accordance with the provisions of this act, and form an incorporated com- 
 pany for the following purposes: To make insuiance, either upon the stock 
 
 or mutual principle, upon the lives of individuals, and every insurance apper- 
 taining thereto or connected therewith, including insurance against permanent 
 mental or physical disability resulting from accident or disease, or against 
 accidental death, combined with a policy of life insurance, and to grant 
 and purchase annuities. Any existing company organized under said act, ap- 
 proved February 10, 1899, or said amendatory act of February 25, 1903, shall 
 possess all the powers and privileges conferred by this act without reorganizing 
 or reincorporating hereunder. 
 
 At the end of section 5 on page 394 add the following: 
 
 Such companies may increase or decrease to not less than one hundred 
 thousand dollars, the amount of their capital stock at any annual or other 
 meeting, called for the purpose, of stockholders : Provided, that written or 
 printed notice of such proposed increase or decrease shall be given by the 
 secretary of the company, to its stockholders by depositing such notices in the 
 mail at least thirty (30) days before such annual meeting, or other meeting, 
 called for the purpose, addressed to their last place of residence. A certified 
 copy of the record and proceedings of such meeting shall be filed in the office 
 of the secretary of State and the auditor of State. 
 
 Sec. 10. As soon as practicable after the filing of said annual statement of 
 any company organized and doing business under the provisions of this act, 
 in the office of the auditor of State he shall proceed to ascertain the net cash 
 value of each policy in force on the thirty-first day of December immediately 
 preceding, upon the basis of the American experience table of mortality and 
 four per cent, interest, or actuaries’ combined experience table of mortality 
 and four per cent, interest, as adopted by the company and should any such 
 company issue any policies based upon a higher standard than the above, such 
 policies shall be valued according to such higher standard. For the purpose of 
 making such valuation, the auditor of State may employ a competent actuary 
 to do the same, who shall be paid by the company for which the services are 
 rendered ; but nothing herein shall prevent any company from making said 
 valuation herein contemplated, which may be received by the auditor of State 
 upon such proof as he may determine. Upon ascertaining, in the manner above 
 provided, the net cash value of all policies in force in any company organized 
 or doing business under this act, the auditor of State shall notify said company 
 of the amount thereof, and within sixty days after the date of such notification, 
 the officers of such company shall deposit with the auditor of State, for the 
 security and benefit of all its policyholders, an amount, which together with the 
 sum already deposited with said officer and such additional sums as may be 
 deposited by said company with other States or governments pursuant to the 
 requirements of the laws of such other States or governments in which said 
 company is doing business, shall be not less than the amount of such ascer- 
 tained valuation of all policies in force, in the securities described in section 
 twenty-two (22) of this act, or in certificates of deposit in any solvent bank 
 or trust company, or satisfactory evidences of ownership of unencumbered, 
 improved real estate, as may be lawfully acquired by such company under the 
 provisions of this act, at such value as may be determined upon by two dis- 
 interested appraisers residing in the county in which the real estate is situate ; 
 such appraisers to be approved by the auditor of State. Such real estate shall 
 not be sold or encumbered, without the consent of the auditor of State, unless 
 
544 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 securities of equal value as herein required be deposited with the auditor of 
 State in lieu thereof. But no company organized under this act shall be re- 
 quired to make such deposit until the net cash value of the policies in force 
 as ascertained by the auditor of State, exceeds the amount deposited by said 
 company under sections five (5) and six (6) hereof: Provided, that the 
 auditor of State or anyone acting for him or on his behalf, in making any 
 valuation of the policies of any life insurance company incorporated under the 
 laws of the State of Indiana, for the purpose of ascertaining the net cash 
 value of outstanding policies, or for the purpose of ascertaining the reserve 
 of outstanding policies of any such company, or for the purpose of ascer- 
 taining the policy liability of any such company, shall compute such net cash 
 value, reserve or policy liability, according to the terms of each policy out- 
 standing, and should any policy provide that any time covered thereby is term 
 insurance, or for a valuation as term insurance for any time covered by such 
 policy, the valuation of such policy shall be in accordance with any such pro- 
 vision in such policy : Provided, that any policy hereafter issued may provide 
 for not more than one year’s preliminary term insurance and if the premium 
 charged for term insurance under a limited payment life preliminary term 
 policy providing for the payment of less than twenty annual premiums or under 
 an endowment preliminary term policy, exceeds that charged for like insurance 
 under twenty payment life preliminary term policies of the same company, the 
 reserve thereon at the end of any year, including the first, shall not be less 
 than the reserve on a twenty payment life preliminary term policy issued in 
 the same year at the same age, together with an amount which shall be equiva- 
 lent to the accumulation of a net level premium sufficient to provide for a pure 
 endowment at the end of the premium payment period equal to the difference 
 between the value at the end of such period of such a twenty payment life pre- 
 liminary term policy and the full reserve at such time of such limited payment 
 life or endowment policy. All policies of life insurance including policies 
 issued on a reducing premium plan or a return premium plan, shall be valued 
 according to the provisions of this act : And provided further, that in every 
 
 case in which the actual premium charged for an insurance is less than the 
 net premium for such insurance, computed according to its respective table of 
 mortality and rate of interest, the company shall also be charged with the value 
 of an annuity, the amount of which shall be equal to the difference between 
 the premium charged and that required by the rules above stated, and the 
 term of which in years shall equal the number of future annual payments due 
 on the insurance at the date of valuation. The foregoing provisions of this 
 section for the valuation of policies shall apply to life insurance policies only. 
 Insurance against permanent mental or physical disability resulting from accident 
 or disease or against accidental death, combined with a policy of life insurance, 
 shall be valued on the basis of fifty (50) per centum of the additional annual 
 premium charged therefor. The auditor of State, for the purpose of ascer- 
 taining the solvency of any company, may at any time during the year proceed 
 to ascertain the net cash value of the policies of any company, as hereinbefore 
 provided, and when the value is so ascertained, require such company within 
 sixty days to make deposit, in securities as herein provided, of an amount 
 equal to the total ascertained net value of the policies of any such company. 
 
 Sec. 14. If the auditor of State shall, at any time, find from any report 
 examination or otherwise, that the assets of any life insurance company organ- 
 ized or doing business under this act, are less than its liabilities, exclusive of 
 capital stock, he may notify it to cease the issue of new policies, or the payment 
 of dividends to stockholders, or policyholders, or both, until the deficiency be 
 made good ; and he may. if it appear to him that the assets of such company 
 are less than three-fourth of its liabilities, exclusive of capital stock, he shall 
 communicate the facts to the attorney general, who shall, if by him deemed 
 advisable, at once apply to the circuit or superior court of the county, where 
 the principal office of said company is located, for a receiver for said company, 
 and said court shall forthwith issue a citation to such company, to appear at 
 a day and place to be named therein, and answer to said application ; and if. 
 
EXTRACTS FROM STATE LAWS. 
 
 545 
 
 upon the hearing of said application, the said court shall find the assets of the 
 said company to be less than its liabilities, as aforesaid, said court may, and if 
 the assets are found to be less than three-fourths of its liabilities, as aforesaid, 
 shall make such order with reference to the matter as shall be for the best 
 interests of the policyholders, or, if it be not practicable to continue the business, 
 provide for the reinsurance of its outstanding policies in some solvent company 
 doing business in this State ; or, if this is impossible, such court shall appoint 
 some disinterested person or person to be receiver or receivers of said company ; 
 and said court may provide the mode of proving said claims against such 
 company and appoint a committee to hear and decide upon them, and may 
 limit and extend the time for the presentation of such claims, and may make 
 all necessary orders in reference to the delivery to and possession of such 
 receiver of the assets and property of such company, and the sale and con- 
 veyance of the same by him, and may direct the application of the avails of 
 such assets and property equitably in satisfaction of the claims proved against 
 such company, and the payment of the present net cash value of its out- 
 standing policies to policyholders, either in whole or in part ; and said court shall 
 annul the charter and decree the dissolution of such company, and make all 
 other orders and decrees necessary and proper in reference to winding up the 
 affairs of such company and the disposition of its property. 
 
 Sec. 15. Companies shall have the right at any time to change their securities 
 on deposit, by substituting for those withdrawn a like amount in other securities 
 of the character provided for in this act, and whenever the net cash value of 
 policies outstanding and in force against any company is less than the amount 
 of security then on deposit with the auditor of State, said company shall have 
 the right to withdraw such excess ; but at least twenty-five thousand dollars 
 shall remain on deposit. 
 
 Sec. 22. No company organized under the provisions of this act shall invest 
 its funds in any other manner than as follows : In bonds of the United States, 
 in bonds of this State or of any State, country or province in which said com- 
 pany is transacting an insurance business, if at or above par ; in legal tender 
 money of the United States ; in bonds and mortgages on unincumbered real 
 estate within this State, or in any other State or country in which said company 
 is transacting an insurance business, worth at least double the amount loaned 
 thereon, and the value of such real estate shall be determined by a valuation 
 made under oath by two freeholders of the county where the real estate is 
 located (if buildings are considered a part of the value of such real estate 
 they must be insured for the benefit of the mortgagee) ; in bonds or other 
 evidence of indebtedness, bearing interest, of any county, incorporated city, town, 
 township or school district within this State, or in any other State or country 
 in which said company is transacting an insurance business, where such bonds 
 or other evidences of indebtedness are issued by authority of law, and upon 
 which interest has never been defaulted; in loans upon the pledge of stock, 
 bonds or mortgages of par value, if the current value of such stock, bonds or 
 mortgages is at least twenty-five per cent, more than the amount loaned thereon, 
 and in loans upon its own policies : Provided, that the amount so loaned shall 
 not exceed the reserve against said policy at the time such loan is made : 
 Provided, that in the annual certificate furnished by the auditor of State to 
 any such company he shall name all deposits and the amount thereof made 
 by such company with any other State or country, which deposits must be 
 of the character of securities herein provided for. 
 
 Sec. 27. No domestic corporation, association or society organized under 
 any law of this State, transacting business of life insurance, or life and accident 
 insurance combined, may if organized under the stock plan be reorganized under 
 the mutual plan, nor shall any such company organized under the mutual plan 
 be reorganized under the stock plan. 
 
 Sec. 29. Nothing in this act shall be construed as affecting or governing 
 life insurance companies, associations or societies or accident insurance com- 
 panies doing business on the assessment plan, or organized under any other law 
 of this State, but such life, or accident, or life and accident insurance com- 
 
546 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 panies may reincorporate and avail themselves of the provisions of this act 
 by complying with conditions as hereinbefore provided in this act. 
 
 Sec. 30. Any life insurance company organized under the laws of any other 
 State, possessed of not less than $100,000 of assets, and which has on deposit 
 with the insurance department of the State in which it is organized the net 
 cash value of all policies in force on the 31st day of December immediately 
 preceding its application for a license to do business in this State, upon the 
 basis of the American experience table of mortality and four per cent, interest, 
 or actuaries’ combined experience table of mortality and four per cent interest: 
 Provided, that the amount of such deposit of the net cash value shall not be less 
 than twenty-five thousand dollars, and provided that said assets, as above 
 specified shall be invested in the securities provided for the investment of the 
 funds of companies organized under this act, shall, upon compliance with the 
 succeeding sections of this act, be entitled to do business in Indiana. 
 
 MASSACHUSETTS STATE LAWS. 
 
 On page 399 renumber sections 65, 66, and 67 so as to make them 66, 67 
 and 68. In old section 67, fourth line from bottom, read eight-five and eighty- 
 six instead of seventy-nine and eighty-one. For old section 68 substitute the 
 following : 
 
 Sec. 69. Discriminations Prohibited. — No life insurance company doing busi- 
 ness in this Commonwealth shall make or permit any distinction or discrim- 
 ination in favor of individuals between insurants of the same class and equal 
 expectation of life in the amount or payment of premiums or rates charged for 
 policies of life or endowment insurance, or in the dividends or other benefits 
 payable thereon, or in any other of the terms and conditions of the contracts 
 it makes ; nor shall any such company, or any agent thereof make any contract 
 of insurance, or agreement as to such contract, other than as plainly expressed 
 in the policy issued thereon ; nor shall any such company or agent pay or allow, 
 or offer to pay or allow, as inducement to insurance, any rebate of premium 
 payable on the policy, or any special favor or advantage in the dividends or 
 other benefit to accrue thereon, or any valuable consideration or inducement 
 not specified in the policy contract of insurance, or give, sell or purchase or offer 
 to give, sell or purchase as inducement to insurance or in connection therewith, 
 any stocks, bonds or other securities of any insurance company or other cor- 
 poration. association or partnership, or any dividends or profits accrued thereon, 
 or anything of value whatsoever not specified in the policy. 
 
 No person shall receive or accept from any company or agent, sub-agent, 
 broker or any other person any such rebate of premium payable on the policy, 
 or any special favor or advantage in the dividends or other benefits to accrue 
 thereon, or any other valuable consideration or inducement not specified in the 
 policy of insurance. No person shall be excused from testifying or from pro- 
 ducing any books, papers, contracts, agreements or documents at the trial of 
 any other person charged with violation of any provision of this section, on 
 the ground that such testimony or evidence may tend to incriminate, but no 
 person shall be prosecuted for any act concerning which he shall be compelled 
 to so testify or produce evidence, documentary or otherwise, except for perjury 
 committed in so testifying. (Penalty. — A fine of not more than $500.) 
 
 Renumber old section 69, making it 70. Omit old section 70. For all after 
 section 72, on pages 400-402, substitute the following: 
 
 Sec. 73. Rights of Creditor and of Beneficiary. — If a policy of insurance is 
 effected by any person on his own life, or on another life, in favor of a person 
 other than himself having an insurable interest therein, the lawful beneficiary 
 thereof, other than himself or his legal representatives, shall be entitled to its 
 proceeds against the creditors and representatives of the person effecting the 
 
EXTRACTS FROM STATE LAWS. 
 
 547 
 
 same ; and the person to whom a policy of life insurance, issued subsequent 
 to the eleventh day of April in the year eighteen hundred and ninety-four, is 
 made payable may maintain an action thereon in his own name : provided, that, 
 subject to the statute of limitation, the amount of any premiums for said 
 insurance paid in fraud of creditors, with interest thereon, shall inure to their 
 benefit from the proceeds of the policy; but the company issuing the policy 
 shall be discharged of all liability thereon by payment of its proceeds in accord- 
 ance with its terms, unless, before such payment, the company shall have 
 written notice by or in behalf of a creditor, with specification of the amount 
 claimed, claiming to recover for certain premiums paid in fraud of creditors. 
 Every policy of life insurance made payable to or for the benefit of a married 
 woman, or after its issue assigned, transferred or in any way made payable 
 to a married woman, or to any person in trust for her or for her benefit, 
 whether procured by herself, her husband or by any other person, and whether 
 the assignment or transfer is made by her husband or by any other person, 
 shall inure to her separate use and benefit, and to that of her children, subject 
 to the provisions of this section relative to premiums paid in fraud of creditors 
 and those of section 82. In any claim arising under a policy which has been 
 issued in this commonwealth by any life insurance company, without previous 
 medical examination, or without the knowledge and consent of the insured, or, 
 if said insured is a minor, without the consent of the parent, guardian or 
 other person having legal custody of said minor, the statements made in the 
 application as to the age, physical condition, and family history of the insured 
 shall be held to be valid and binding upon the company; but the company shall 
 not be debarred from proving as a defence to such claim that said statements 
 were wilfully false, fraudulent or misleading. Every policy must have attached 
 thereto a correct copy of the application, and unless so attached the same shall 
 not be considered a part of the policy or received in evidence. 
 
 A solicitor, agent, examining physician or other person who knowingly or 
 wilfully makes a false or fraudulent statement or representation in or relative 
 to any application for life insurance, or who makes any such statement for 
 the purpose of obtaining a fee, commission, money or benefit in a corporation 
 transacting such business under the provisions of this act, shall be punished by 
 a fine of not less than one hundred nor more than five hundred dollars or 
 by imprisonment for not less than thirty days nor more than one year, or 
 by both such fine and imprisonment ; and a person who wilfully makes a false 
 statement of any material fact or thing in a sworn statement as to the death 
 or disability of a policy or certificate holder in any such corporation, for the 
 purpose of procuring payment of a benefit named in the certificate of such 
 holder, shall be guilty of perjury. 
 
 Sec. 76. Annual Dividends. — Except as provided in this section, every 
 domestic life insurance company heretofore or hereafter organized, anything 
 in its charter or its certificate of incorporation or special act to the contrary 
 notwithstanding, shall provide in every policy issued on or after the first day 
 of January, nineteen hundred and eight, that the proportion of the divisible 
 surplus of the company contributed by said policy shall be ascertained and 
 distributed annually, and not otherwise, beginning not later than the end of the 
 third policy year, but such distribution shall not be made contingent upon 
 the payment of any further premium except that if dividends are allowed on 
 an anniversary of the policy preceding the third such dividends may be made 
 subject to the payment of the succeeding year’s premium. Every such com- 
 pany shall on December thirty-first of each year or as soon thereafter as may 
 be practicable, after providing for the reserve required by the provisions of 
 section eleven and for all other liabilities, including dividends declared upon 
 the capital stock, if any, and such sum as may be held on account of existing 
 deferred dividend policies and providing also for a contingency reserve not 
 in excess of the limit prescribed in section 77. apportion its remaining funds 
 upon the contribution to surplus plan, as dividends, to all other policies 
 entitled to share therein. Each such dividend shall, annually, at the option 
 of the holder of the policy, (a) be payable in cash, or (b) applied in reduction 
 
54 » 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 of premiums or (c) to the purchase of a paid-up addition, or (d) be left 
 with the company to accumulate to the credit of the policy and shall be 
 payable at the maturity thereof or be withdrawable in cash on demand by 
 the holder of the policy or applied as hereinafter set forth, but if no election 
 is made by the holder of the policy prior to any anniversary thereof the dividend 
 for that anniversary shall be held by the company as provided in option (d) 
 and if any premium on the policy is not paid at the expiration of the days 
 of grace the company shall keep the policy in force by applying the dividend 
 accumulations to the payment due on the policy, if such accumulations are 
 sufficient to make said payment in full, and shall forthwith mail a notice to 
 the holder thereof at his last known address, stating what amount has been 
 so applied, and if a balance of the dividend accumulations remains to the 
 credit of the policy, the amount thereof, provided that the share of the surplus 
 so apportioned to a term policy shall not be available for the purchase of a 
 paid-up addition, and provided that nothing herein contained shall operate to 
 continue a policy in force beyond the period which any dividend accumulation 
 so applied would carry the policy under its full premium rate, nor beyond the 
 term for which the policy was originally issued, and that the affidavit of any 
 officer, clerk or agent of the company, or of any one authorized to mail such 
 notice, that the notice required by this section has been duly mailed by the 
 company, shall be presumptive evidence that such notice was duly given. 
 
 On policies on which the premiums are payable weekly the annual surplus 
 distribution shall begin not later than the end of the fifth policy year and 
 shall be applied to the payment of any premium or premiums, or at the option 
 of the holder of the policy be made in cash, but such distribution shall not be 
 made contingent upon the payment of future premiums. 
 
 This section shall not apply to any stock life insurance company which on 
 or after the first day of January, nineteen hundred and eight, shall issue only 
 non-participating policies. Nor shall this section apply to pure endowment 
 insurance issued or granted in exchange for lapsed or surrendered policies. 
 A foreign life insurance company which shall not provide in every participating 
 policy issued or delivered in this state on or after the first day of January, 
 nineteen hundred and eight, that the proportion of the surplus accruing upon 
 said policy shall be ascertained and distributed annually and not otherwise, 
 either by payment in cash of the amount apportioned to a policy, or by its 
 application to the payment of premiums or to the purchase of paid-up additions, 
 or for the accumulation of the amounts from time to time apportioned, said 
 accumulations to be subject to withdrawal by the policyholder, shall not be 
 permitted to do new business within this commonwealth. 
 
 Sec. 79. Non-Forfeiture of Policies. — All policies issued prior to the first 
 day of January, in the year nineteen hundred and eight, by any domestic life 
 insurance company shall be subject to the provisions of law limiting forfeiture 
 which were applicable and in force at the date of their issue. 
 
 Sec. 80. After three full annual premiums have been paid on any policy 
 of life or endowment insurance issued by a domestic insurance company after 
 December thirty-first, nineteen hundred and seven, the holder thereof, within 
 thirty days after any default in the payment of subsequent premium, may elect, 
 by a writing filed with the company at its home office, (a) to surrender the 
 policy and, with the written assent of the person to whom it is made payable, 
 receive its value in cash, or (b) take paid-up insurance which shall be partici- 
 pating if the policy is on a participating basis, payable at the same time and 
 on the same conditions as in the original contract, or (c) have the insurance 
 continued in force from the anniversary date last passed for its face amount, 
 including any outstanding dividend additions and less any indebtedness thereon, 
 or secured thereby, but without the right to loans. The cash value shall be 
 the reserve on the policy at the end of the last policy year for which the 
 premium was paid in full, plus a proportionate part of the increase in the 
 cash value at the end of the succeeding year if any instalment not less than 
 a quarterly instalment of the premium for that year has been paid, and of 
 any dividend additions thereto, computed on the mortality and interest assump- 
 
EXTRACTS FROM STATE LAWS. 
 
 549 
 
 tion upon which the company elects to reserve as prescribed by the laws of this 
 commonwealth, less a surrender charge of not more than five per cent of the 
 present tfalue of the future net premiums which by its terms the policy is 
 exposed to pay in case of its continuance, computed on the aforesaid mortality 
 and interest basis, and less any existing indebtedness to the company on the 
 policy or secured thereby. The company may reserve the right to defer the 
 payment of such cash value for not exceeding sixty days after the application 
 therefor is made. The term for which the policy will be continued or the 
 amount of the paid-up policy will be such as the cash value will purchase as 
 a net single premium at attained age of the insured according to the mortality 
 and interest basis heretofore designated. But in case of an endowment policy, 
 if the sum applicable to the purchase of temporary insurance shall be more 
 than sufficient to continue the insurance to the end of the endowment term 
 named in the policy, the excess shall be used to purchase in the same manner 
 non-participating paid-up pure endowment, payable at the end of the endowment 
 term on the same conditions. If the holder shall not within thirty days from 
 default surrender the policy to the company for cash as provided in option (a) 
 or elect, by a writing filed with the company at its home office, to take extended 
 insurance as provided in option (c) the insurance will be binding upon the 
 company from date of default without any further stipulation or act as provided 
 in option (b). The paid-up or extended insurance granted by the terms of the 
 policy shall have a cash value which shall be its net value less any indebtedness 
 to the company on account of such policy or secured thereby, and the holder 
 thereof may, by giving notice of sixty days and furnishing to the company the 
 written assent of the person to whom the policy is payable, claim and receive in 
 cash such surrender value at the date of the application therefor. 
 
 Every such policy which by its own terms has become paid up shall have 
 a cash surrender value which shall be its net value, less not more than five 
 per cent of one net annual premium on a ten-payment life policy at the age 
 of entry of the insured and less any indebtedness to the company on such policy 
 or secured thereby, and the holder of any such paid-up policy may surrender 
 the same and claim and recover from the company within sixty days of the 
 application therefor the surrender value in cash upon furnishing the company 
 with the written assent of the person to whom the policy is payable. 
 
 On policies of prudential or industrial insurance on which the premiums are 
 paid weekly and are not more than fifty cents each, the surrender value shall 
 in all cases be payable in cash, which shall be a legal claim for not more than 
 two years from the date of lapse and be payable within sixty days after the 
 demand therefor. Within ninety days after the lapse of any policy which has 
 a surrender value and upon which settlement has not been made, the company 
 shall send a notice thereof to the last known address of the holder of said 
 policy, which notice shall state the amount of the surrender value of said 
 policy. The affidavit of any officer, clerk or agent of the company or anyone 
 authorized to mail such notice, that the notice herein required has been duly 
 mailed by the company, shall be presumptive evidence that such notice was duly 
 given. 
 
 Sec. 8i. Rights of Policyholders in Domestic Life Companies. — On and 
 after the first day of January, nineteen hundred and eight, no domestic mutual 
 life insurance company, and no domestic stock life insurance company here- 
 after issuing or professing to issue any participating policies, shall issue any 
 policies except annuities and pure endowment insurance granted in exchange 
 for lapsed or surrendered policies, which do not by their terms give to the 
 holders thereof full right to participate in the accumulations of said corpora- 
 tion, as provided in this act. 
 
 Sec. 82. Every person insured by a domestic mutual life insurance company 
 shall be a member entitled to one vote, and one vote additional for each five 
 thousand dollars of insurance in excess of the first five thousand dollars, and 
 shall be notified of its annual meetings by written notice or by an imprint in 
 the form prescribed in section forty-three upon the filing back, or in case of 
 
550 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 policies on which the premiums are payable monthly or oftener some other 
 prominent place, of each policy, and also upon receipts or certificates of renewal. 
 
 Members may vote by proxies dated and executed within three months, and 
 returned and recorded on the books of the company seven days or more before 
 the meeting at which they are to be used; but no person shall, as attorney or 
 otherwise cast more than twenty votes, and no officer shall himself, or by 
 another, ask for, receive, procure to be obtained or use a proxy vote. 
 
 Two-thirds at least of the directors shall be citizens of this commonwealth, 
 and after the first election members only shall be eligible; and no person shall 
 be qualified to serve as director after the termination of his insurance in the 
 company. 
 
 The stockholders of the guaranty capital of any such company shall be 
 entitled to such annual dividends, not exceeding eight per cent, payable from 
 the net surplus, as may have been agreed upon in the subscription thereof. 
 Such guaranty capital shall be redeemed, by appropriation of net surplus for 
 that purpose, whenever the net surplus is twice the amount of said guaranty 
 capital. 
 
 NEW JERSEY STATE LAWS. 
 
 Section i. Dividends of Domestic Stock Life Companies Issuing Partici- 
 pating Policies Limited. — No domestic life insurance company, so long as it 
 continues to issue participating policies, shall pay in any year to its stock- 
 holders, out of earnings hereafter made, dividends aggregating more than ten 
 per centum of the par value of their stock. 
 
 Sec. 2. Limit of capital stock of Domestic Life Companies. — No domestic 
 life insurance company shall create or have shares of stock of a greater par 
 value than two million dollars. 
 
 Sec. 3. Distribution of Assets of Domestic Stock Life Companies on Dis- 
 solution. — Upon the dissolution of any domestic life insurance company having 
 a stock capital, the assets remaining after satisfying all debts and all lawful 
 obligations to policyholders and others, shall be divided among the stock- 
 holders in proportion to their shares, but no stockholder shall receive from 
 said assets more than double the par value of his shares, and the residue of 
 the assets, if any, shall be paid into the state treasury for the use of the state ; 
 provided, that in case where the assets of any such company have heretofore 
 accumulated to such an extent that the net surplus belonging to stockholders 
 is now in excess of double the par value of the stock, nothing in this act shall 
 be construed to deprive the stockholders of any part of their share of such 
 assets heretofore accumulated, and in case of dissolution of the company they 
 shall receive their full and lawful portion of such assets heretofore accumu- 
 lated, notwithstanding that such portion may be more than double the par 
 value of the shares; and provided further, that nothing herein contained shall 
 prevent any such company from declaring any dividend it may deem proper 
 to its policyholders out of its surplus earnings. 
 
 Section i. Chancellor to Appoint Three Directors of Each Domestic Stock 
 Life Company. — To the board of directors of every life insurance company of 
 this state organized as a stock company there shall be added three directors, 
 who shall be policyholders of the company, but shall not be stockholders. Said 
 directors shall be appointed by the chancellor. Those first appointed shall hold 
 their offices for one, two and three years, respectively, and all subsequent 
 appointments shall be for three years. They shall be paid by the company 
 their traveling expenses in attending meetings, and the same compensation 
 that is paid to the other directors, but not less than ten dollars for each 
 meeting of the board which they attend : their powers, privileges and duties 
 shall be the same as those of the other directors. 
 
 If any such director at any time acquires any interest in the capital stock of 
 such company his office shall thereby be vacated. 
 
EXTRACTS FROM STATE LAWS. 
 
 55 1 
 
 NEW YORK STATE LAWS. 
 
 Substitute the following for correspondingly numbered sections on page 403 : 
 
 Sec. 83. Distribution of Surplus to Policyholders. — Except as herein pro- 
 vided, every domestic life insurance corporation heretofore or hereafter organ- 
 ized, whether incorporated by special act or under a general statute, anything 
 in its charter or certificate of incorporation or in such special act or general 
 statute to the contrary notwithstanding, shall provide in every policy issued 
 on or after the first day of January, nineteen hundred and seven, that the 
 proportion of the surplus accruing upon said policy shall be ascertained and 
 distributed annually and not otherwise. Upon the thirty-first day of December 
 of each year, or as soon thereafter as may be practicable, every such corpora- 
 tion shall well and truly ascertain the surplus earned by such corporation during 
 sa’d year. After setting aside from such surplus such sums as may be required 
 for the payment of authorized dividends upon the capital stock, if any. and 
 such sums as may properly be held for account of existing deferred dividend 
 policies and for a contingency reserve not in excess of the amount prescribed 
 in this article, every such corporation shall apportion the remaining surplus 
 equitably to all other policies entitled to share therein. Except in the case of 
 a term or an industrial policy, the share of surplus so apportioned in the case 
 of a policy issued on or after the first day of January, nineteen hundred and 
 seven, shall, at the option of the owner of the policy, be payable in cash, or 
 shall be applicable to the payment of any premium or premiums upon said 
 policy or to the purchase of a paid-up addition thereto or shall be permitted 
 to accumulate to the credit of the policy at such rate of interest as shall be 
 allowed by the company, and with such interest shall be payable upon the 
 maturity of the policy or shall be withdrawable in cash by the owner of the 
 policy on any anniversary of the date of issue thereof. Such corporation may 
 require the owner of the policy to elect the manner in which said dividends 
 shall be applied as above provided by mailing a written notice of the amount 
 of the said dividends and the options available as aforesaid in a sealed envelope 
 in the manner required by the provisions of this chapter for notices of premium 
 payments, and in case the owner shall fail to notify the company in writing of 
 his election within three months after the date of the mailing of said notice, 
 the surplus shall be applied by the company to the purchase of a paid-up addi- 
 tion to the sum insured. In the case of a term or industrial policy issued on 
 or after the first day of January, nineteen hundred and seven, the share of 
 surplus so apportioned shall be payable to the owner of the policy in cash or 
 shall be applicable to the payment of any premium or premiums upon said 
 policy, or if so provided in the policy, shall be permitted to accumulate to the 
 credit of the policy at such rate of interest as shall be allowed by the company 
 and in such case shall be payable upon the maturity or expiration of the policy 
 or shall be withdrawable in cash by the holder of the policy on any anniversary 
 of the date of issue thereof. The dividends declared as aforesaid in the case 
 of a policy issued on or after the first day of January, nineteen hundred and 
 seven, shall he payable respectively either upon the anniversary of the policy 
 next after said thirty-first day of December or upon a day certain in the year 
 following said date, according to the rules of the corporation or the terms of 
 the policy, and upon the sole condition that the premium payments for the 
 policy year current upon said thirty-first day of December shall have been 
 completed. 
 
 This section shall not apply to any stock life insurance corporation which 
 on or after the first day of January, nineteen hundred and seven, shall transact 
 and shall represent itself as transacting its business exclusively upon a non- 
 mutual basis and shall after said date issue only non-participating policies. 
 Nor shall this section apply to paid-up or temporary and pure endowment 
 insurance issued or granted in exchange for lapsed or surrendered policies. 
 
552 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 A foreign life insurance corporation which shall not provide in every par- 
 ticipating policy issued or delivered in this state on or after the first day 
 of January, nineteen hundred and seven, that the proportion of the surplus 
 accruing upon said policy shall be ascertained and distributed annually and 
 not otherwise, and which shall not ascertain and distribute the surplus accruing 
 upon said policies annually either by providing for their payment in cash or 
 their application to the payment of premiums or to the purchase of paid-up 
 additions or for their accumulation as above provided in the case of domestic 
 corporations, shall not be permitted to do business within this state. 
 
 Sec. 84. Valuation of Policies. — The superintendent of insurance shall an- 
 nually make valuations of all outstanding policies, additions thereto, unpaid 
 dividends, and all other obligations of every life insurance corporation doing 
 business in this state. All valuations made by him or by his authority shall 
 be made upon the net premium basis. The legal minimum standard for con- 
 tracts issued before the first day of January, nineteen hundred and one, shall 
 be the actuaries’ or combined experience table of mortality with interest 
 at four per centum per annum, and for contracts issued on or after said 
 day shall be the American experience table of mortality with interest at 
 three and one-half per centum per annum ; provided that the legal minimum 
 valuation of all contracts issued on or after the first day of January, nineteen 
 hundred and seven, shall be in accordance with the select and ultimate method, 
 and on the basis that the rate of mortality during the first five years after 
 issuance of said contracts respectively shall be calculated according to the 
 following percentages of the rates shown by the American experience table 
 of mortality, to wit, first insurance year fifty per centum thereof, second insur- 
 ance year sixty-five per centum thereof, third insurance year seventy-five 
 per centum thereof, fourth insurance year eighty-five per centum thereof, and 
 fifth insurance year ninety-five per centum thereof. The superintendent may 
 vary the standards of interest and mortality in the case of corporations from 
 foreign countries as to contracts issued by such corporations in other countries 
 than the United States ; and in particular cases of invalid lives and other extra 
 hazards, and value policies in groups, use approximate averages for fractions 
 of a year and otherwise, and accept the valuation of the department of insur- 
 ance of any other state or country if made upon the basis and according 
 
 to the standards herein required in place of the valuation herein required if 
 the insurance officer of such state or country accepts as sufficient and valid 
 for all purposes the certificate of valuation of the superintendent of insurance 
 of this state. No policy issued after the thirty-first day of December, nine- 
 teen hundred and six. shall be valued as term insurance unless premiums are 
 based upon net term rates ; and no policy with level premiums issued after 
 said date shall be valued as term insurance for the first policy year. The 
 legal minimum standard for the valuation of annuities issued after January 
 
 first, nineteen hundred and seven, shall be McClintock’s “ Table of Mortality 
 
 among Annuitants ” with interest at three and one-half per centum per annum, 
 but annuities deferred ten or more years and written in connection with 
 life or term insurances shall be valued in the same mortality table from which 
 the consideration or premiums were computed, with interest not higher than 
 three and one-half per centum per annum. The legal minimum standard for 
 the valuation of industrial policies issued after the first day of January, 
 nineteen hundred and seven, shall be the American experience table of mor- 
 tality with interest at three and one-half per centum per annum, provided, 
 that any life insurance corporation may voluntarily value its industrial policies 
 written on the weekly premium payment plan according to the standard indus- 
 trial mortality table or the substandard industrial mortality table. Any life 
 insurance corporation may voluntarily value its policies, or any class thereof, 
 according to the American experience table of mortality with interest at three 
 and one-half per centum per annum, provided, that any life insurance cor- 
 poration may voluntarily value its industrial policies written on the weekly 
 premium payment plan according to the standard industrial mortality table 
 or the substandard industrial mortality table. Any life insurance corporation 
 
EXTRACTS FROM STATE LAWS. 
 
 553 
 
 may voluntarily value its policies, or any class thereof, according to the 
 American experience table of mortality, or if industrial, at its option, accord- 
 ing to the standard industrial mortality table or substandard industrial mor- 
 tality table, at a lower rate of interest than that above prescribed, but not 
 lower than three per centum per annum, and with or without reference to 
 the select and ultimate method of valuation, and in every such case shall 
 report any excess of its valuations over those computed by the said legal 
 minimum standard and also the standards used by it in making the same 
 to the superintendent of insurance in its annual statement, provided that no 
 such standards, if adopted shall be abandoned without the consent of the 
 superintendent of insurance first obtained in writing. 
 
 On page 404 omit section 87. 
 
 On page 405 substitute the following for the last paragraph of section 88 : 
 
 This section shall not apply to any case of a policy issued before January 
 first, nineteen hundred and seven, where the provisions of the section are 
 specifically waived in the application and notice of such waiver is written or 
 printed in red ink on the margin of the face of the policy when issued. In 
 any policy of life insurance (other than a term policy for twenty years or 
 less), issued on or after January first, nineteen hundred and seven, by any 
 domestic life insurance corporation, after being in force three full years shall 
 by its terms lapse or become forfeited by the nonpayment of any premium 
 or any note therefor or any loan on such policy or of any interest on such 
 note or loan, the reserve on such policy computed according to the standard 
 adopted by said company in accordance with section eighty-four of this 
 chapter, together with the value of any dividend additions upon said policy, 
 after deducting any indebtedness to the company and one-fifth of the said 
 entire reserve, or the sum of two and fifty one-hundredths dollars for each 
 one hundred dollars of the face of said policy if said sum shall be more 
 than the said one-fifth, shall, upon demand not later than three months after 
 the date of lapse with surrender of the policy be applied as a surrender value 
 as agreed upon in the policy, provided that if no other option expressed in 
 the policy be available of by the owner thereof, and if the policy itself does 
 not direct what option shall become operative in default of selection by 
 the owner, the same shall be applied to continue the insurance in force at 
 its full amount including any outstanding dividend additions less any out- 
 standing indebtedness on the policy, but without future participation and 
 without the right to loans, so long as such surrender value will purchase non- 
 participating temporary insurance at net single premium rates by the standard 
 adopted by the company, at the age of the insured at the time of lapse or 
 forfeiture; provided in case of any endowment policy if the sum applicable 
 to the purchase of temporary insurance shall be more than sufficient to con- 
 tinue the insurance to the end of the endowment term named in the policy, 
 the excess shall be used to purchase in the same manner pure endowment 
 insurance payable at the end of the endowment term named in the policy 
 on the conditions on which the original policy was issued, and provided 
 further that any attempted waiver of the provisions of this paragraph in 
 any application, policy or otherwise, shall be void, and provided further that 
 any value allowed in lieu thereof shall be at least equal to the net value of 
 the temporary insurance or of the temporary and pure endowment insurance 
 herein provided for. The term of temporary insurance herein provided for 
 shall include the period of grace, if any. In every case where a contract 
 provides for both insurance and annuities, the foregoing provisions shall apply 
 only to that part of the contract which provides for insurance, but every 
 such contract containing a provision for a deferred annuity on the life of 
 the insured only (unless paid for by a single premium) shall provide that 
 in the event of the nonpayment of any premium after three full years' 
 premiums shall have been paid, the annuity shall automatically become con- 
 verted into a paid-up annuity for such a proportion of the original annuity 
 as the number of completed years’ premiums paid bears to the total number 
 of premiums required under the contract. 
 
554 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 Sec. 89. Discriminations Prohibited. — No life insurance corporation doing 
 business in this state shall make or permit any discrimination between indi- 
 viduals of the same class or of equal expectation of life, in the amount or 
 payment or return of premiums or rates charged for policies of insurance, 
 or in the dividends or other benefits payable thereon, or in any of the terms 
 and conditions of the policy; nor shall any such company permit or agent 
 thereof offer or make any contract of insurance or agreement as to such 
 contract other than as plainly expressed in the policy issued thereon ; nor 
 shall any such company or any officer, agent, solicitor or representative thereof 
 pay, allow or give, or offer to pay, allow or give, directly or indirectly, as 
 inducement to any person to insure, or give, sell or purchase, or offer to 
 give, sell or purchase as such inducement or in connection with such insur- 
 ance, any stock, bonds or other securities of any insurance company or other 
 corporation, association or partnership, or any dividends or profits accruing 
 thereon, or any valuable consideration or inducement whatever not specified 
 in the policy, nor shall any person knowingly receive as such inducement, 
 any rebate of premium, or any special favor or advantage in the dividends 
 or other benefits to accrue thereon, or any paid employment or contract for 
 services of any kind or any valuable consideration or inducement whatever, 
 not specified in the policy. No person shall be excused from attending and 
 testifying or producing any books, papers or other documents before any 
 court or magistrate, upon any investigation, proceeding or trial for a viola- 
 tion of any of the provisions of this section, upon the ground or for the 
 reason that the testimony or evidence, documentary or otherwise, required 
 of him may tend to convict him of a crime or subject him to a penalty 
 or forfeiture; but no person shall be prosecuted or subjected to any penalty 
 or forfeiture for or on account of any transaction, matter or thing concerning 
 which he may so testify or produce evidence, documentary or otherwise, and 
 no testimony so given or produced shall be received against him upon any 
 criminal investigation or proceeding. No premium upon any policy of life 
 insurance issued on or after January first, nineteen hundred and seven, shall 
 be charged for term insurance for one year, higher in amount than the 
 premium for term insurance for one year at the same age under any other 
 form of policy issued by such corporation. 
 
 Sec. 90. Remains as printed on page 405. 
 
 Sec. 91. Business to be Accepted from Licensed Agents Only; Agents’ Cer- 
 tificate of Authority. — No life insurance corporation doing business within 
 this state, or agent thereof, shall pay any commission or other compensation 
 to any person for services in obtaining new insurance, unless such person shall 
 have first procured from the superintendent of insurance a certificate of 
 authority to act as an agent of such company as hereinafter provided. No 
 person shall act as agent, subagent or broker, in the solicitation or procure- 
 ment of applications for insurance, or receive for services in obtaining new 
 insurance any commission or other compensation from any life insurance 
 corporation doing business in this state, or agent thereof, without first pro- 
 curing a certificate of authority so as to act from the superintendent of 
 insurance, which must be renewed annually on the first day of January, or 
 within six months thereafter. Such certificate shall be issued bv the super- 
 intendent of insurance only upon the written application of persons desiring 
 such authority, such application being approved and countersigned by the 
 company such person desires to represent, and shall be upon a form approved 
 by the superintendent of insurance, giving such information as he may require. 
 The superintendent of insurance shall have the right to refuse to issue or 
 renew any such certificate in his discretion. No such certificate shall be valid, 
 however, in any event after the first day of July of the year following the 
 issuing of such certificate. Renewal certificates may be issued upon the appli- 
 cation of the company. Such certificate of authority shall be executed in 
 triplicate; one cony thereof shall be filed in the office of the superintendent, 
 and two copies thereof shall be issued to such agent, subagent or broker, 
 one of which copies such agent, subagent or broker shall, within thirty days 
 
EXTRACTS FROM STATE LAWS. 
 
 555 
 
 after such certificate is issued, cause to be filed in the office of the county 
 clerk of the county in which such agent, subagent or broker resides, or, if a 
 nonresident, in the office of the county clerk of the county in this state in 
 which he has an office for the transaction of business. Agents operating 
 solely for companies transacting industrial or prudential insurance on the 
 weekly payment plan of insurance are exempted from the provisions of this 
 section, and nothing contained herein shall be construed as prohibiting any 
 corporation transacting industrial or prudential insurance on the weekly 
 payment plan from accepting business on that plan from unlicensed agents. 
 Any person or corporation violating the provisions of this section shall forfeit 
 to the state the sum of five hundred dollars. On the conviction of any 
 person acting as agent, subagent or broker, of the commission of any act 
 which is a violation of any of the provisions of this chapter, the superintendent 
 of insurance shall immediately revoke the certificate of authority issued to him 
 and no such certificate shall thereafter be issued to such convicted person 
 by the superintendent within three years from the date of his conviction. 
 
 Sec. 92. Remains as printed on page 406. 
 
 Sec. 94. Election of Directors. — The following provisions are hereby estab- 
 lished for the election of directors : 
 
 1. At every election of directors in any domestic mutual life insurance 
 corporation, whether incorporated by special act or under general law and 
 anything to the contrary in its charter, certificate of incorporation or by-laws 
 notwithstanding, every policyholder whose insurance shall be in force and shall 
 have been in force for at least one year prior thereto shall be entitled to 
 vote without other qualification. 
 
 2. Every such policyholder, and every other person having a right to 
 vote by virtue of any contract made prior to the enactment of this section 
 which shall remain in force until the date of such election, shall be entitled 
 to vote in person or by proxy or by mail, as herein provided. 
 
 3. Except as otherwise now provided with reference to existing policies, 
 
 every policyholder shall be entitled to one vote only irrespective of the 
 number of policies or the amount of insurance held by him ; and unless a 
 policy shall have been assigned more than six months prior to the election 
 by an assignment absolute on its face to an assignee other than the corpora- 
 tion which shall have issued the policy, the person upon whose application 
 the policy shall have been issued, or if the application be signed by more 
 than one person, the person whose life is insured, shall be deemed to be a 
 
 policyholder entitled to vote as aforesaid ; in case a policy shall have been 
 
 assigned as aforesaid, the assignee shall be deemed to be a policyholder entitled 
 to vote, provided his signature, either attested by the assignor or acknowledged 
 in like manner as in case of a deed to be recorded in this state, shall have 
 
 been filed at the home office of the corporation which shall have issued the 
 
 policy. 
 
 4. At least six months prior to every such election every such corporation 
 shall file with the superintendent of insurance two full and correct lists of 
 the names and last known postoffice addresses of all policyholders whose 
 insurance was in force twelve months prior to the date fixed for such election, 
 and all other policyholders entitled to vote by virtue of contracts made prior 
 to April twenty-seven, nineteen hundred and six. The names of said policy- 
 holders shall be arranged on said lists alphabetically, placed in separate volumes 
 containing not to exceed three thousand names, and shall be classified by 
 states, territories and possessions of the United States and by foreign coun- 
 tries. Such corporation shall also maintain two similar lists at its home 
 office; and these lists, shall be corrected from the records of the home office 
 so that a list as nearly correct as may be shall be on file to within three 
 months of such an election. 
 
 5. All said lists shall be subject to inspection and copy under regulations 
 prescribed by the superintendent of insurance at any time during business 
 hours by any policyholder in said corporation or by his authorized representa- 
 tive during the six months prior to such election ; provided, however, that 
 
556 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 after such election, or, if no candidate shall have been nominated other than 
 those nominated by the board of directors, then after the time for such 
 independent nominations shall have expired, such lists may be withdrawn by 
 the corporation filing and maintaining the same as aforesaid; and thereafter, 
 prior to the next election, new lists shall be filed and maintained, subject to 
 inspection and copy, as above provided, which may be similarly withdrawn. 
 
 6. Where policyholders of any domestic stock life insurance corporation 
 have become or shall become entitled to vote for directors, they shall be 
 entitled to vote in person, by proxy or by mail, as herein provided, and two 
 similar lists of policyholders, qualified to vote, in accordance with the charter 
 or by-laws of such corporation, except the holders of industrial policies, shall 
 be filed and maintained in the office of the superintendent of insurance and 
 at the home office respectively, similarly arranged and similarly subject to 
 inspection and copy and withdrawal as in the case of mutual corporations 
 as above provided. 
 
 7. Where policyholders in any company shall have made nominations as 
 hereinafter prescribed, they, or a committee representing them, shall upon 
 demand, with the approval of the superintendent of insurance and the payment 
 to the company of the actual cost of making such copies, be furnished by 
 such company with a copy of such list of policyholders or with a copy 
 therefrom of the list for a separate jurisdiction. A copy of a list so taken, 
 or of any part thereof, shall be held by persons receiving the same inviolate 
 for the purposes of said nominators in a pending election and shall not 
 be transferred to other persons for any other use whatever. At the close 
 of the canvass of the votes all copies of such lists shall be returned to the 
 company. 
 
 8. At least seven months prior to the date of any election of directors 
 in any such corporation, the board of directors shall nominate candidates for 
 every vacancy to be filled at such election and shall also appoint three persons, 
 jointly or severally to receive proxies to be voted for said nominees, and 
 shall also file with the superintendent of insurance and at its home office a 
 certificate of the names of the candidates so nominated and of the persons 
 so designated to receive said proxies, which shall be described as the “ admin- 
 istration ticket.” 
 
 9. Any one hundred or more qualified voters of such corporation may make 
 other nominations for one or more vacancies to be filled at any such election 
 by filing with the superintendent of insurance at least five months before the 
 election a certificate signed and acknowledged, giving the names and addresses 
 of the candidates nominated, the names and addresses of three persons, 
 jointly or severally, designated to receive proxies to be voted for said nominees, 
 and an appropriate name or title designated by the superintendent of insur- 
 ance to distinguish the ticket from the administration ticket and other nomina- 
 tions. Such nominators must also file a copy of said certificate, certified 
 by said superintendent, at the home office of the company at least five months 
 before such election. 
 
 10. All certificates of nomination shall be accompanied by a written accept- 
 ance of such nomination by each nominee thereon. A court of record may 
 for cause shown direct the name of any candidate to be stricken from a ticket 
 on file and may authorize the nominators of such ticket to substitute the 
 name of another person to fill the vacancy so made. 
 
 11. If no independent nomination shall have been made as hereinbefore 
 
 provided, then and in that case all further proceedings in connection with 
 such election as provided by this section may be omitted, and said election 
 shall then be conducted and held under such rules and regulations as the 
 superintendent of insurance may prescribe; but no votes shall be cast or counted 
 except for said candidates nominated by the board of directors, or for such 
 candidate as the board of directors may have nominated to fill vacancies 
 among said candidates caused by the death, disability or refusal to stand 
 as candidates of any one or more of those so nominated. * * * 
 
EXTRACTS FROM STATE LAWS. 
 
 557 
 
 Sec. 95. Conversion of a Stock Life Insurance Corporation into a Mutual 
 Corporation. — Any domestic stock life insurance corporation, whether incor- 
 porated under a general law or by special act, may be reincorporated under 
 the provisions of this article as a mutual life insurance corporation, and may 
 thereupon by an amendment of its charter provide for the retirement of its 
 capital stock by the payment of an amount fairly determined to be the present 
 value thereof with reference to its par value, the dividends allowed by law 
 thereon and the eventual right, if any, of the stockholders in any accumula- 
 tions of the corporation ; provided, however, that the plan of such retirement : 
 (1) Shall have been adopted by a vote of a majority of the directors of 
 such corporation; (2) shall have been approved by a vote of stockholders 
 representing a majority of the capital stock at a meeting of stockholders 
 called for the purpose; (3) shall have been submitted to the superintendent 
 of insurance and shall have been approved by him in writing ; and (4) shall 
 have been approved by a majority vote at a meeting called for the purpose 
 of policyholders each insured in at least one thousand dollars and whose 
 insurances shall then be in force and shall have been in force for at least 
 one year prior to such meeting. The meeting shall be called by the board 
 of directors and shall be held under the supervision of the superintendent 
 of insurance, and policyholders shall be entitled to cast their votes in person, 
 by proxy or by mail. The votes shall be cast and canvassed in the same 
 manner as provided in the case of election of directors of mutual life insur- 
 ance corporations so far as the provisions therefor shall be applicable. The 
 notice of said meeting shall contain a concise statement of the proposed plan 
 and contain proper instructions for the indication by the policyholder on a 
 blank provided for the purpose of his approval or disapproval thereof. A 
 plan of retirement of capital stock shall not be approved by the superin- 
 tendent or be valid unless the corporation after said retirement shall remain 
 possessed of assets sufficient to maintain its deposit theretofore made with 
 the superintendent and not less than the entire liabilities of the corporation, 
 including the net values of its outstanding contracts computed according to 
 the standard adopted by the company under section eighty-four of this chapter, 
 and also all funds, contingent reserves and surplus, save so much of the latter 
 as shall have been lawfully devoted under this section to said retirement. 
 Upon the approval of the said plan of retirement as aforesaid said stock 
 shall be retired and canceled and all right on the part of the holders thereof 
 to vote thereon or to receive dividends thereunder shall cease and the said 
 stockholders shall be entitled to receive from the corporation in lieu of their 
 shares of said stock the amounts respectively payable to them in accordance 
 with said plan of retirement, which shall be paid as therein provided. The 
 propriety of said retirement and of the proceedings in connection therewith 
 and* the determination by said plan of the amount to be paid as the fair 
 present value of the stock shall be subject to review at the instance of any 
 party in interest, including a stockholder or policyholder, by the supreme 
 court or any other court of competent jurisdiction. 
 
 Stec. 98. Salaries of Officers and Agents ; When Fixed by Board of Direc- 
 tors. — No domestic life insurance corporation shall pay any salary, compensa- 
 tion or emolument to any officer, trustee or director thereof, nor any salary, 
 compensation or emolument amounting in any year to more than five thousand 
 dollars to any person, firm or corporation unless such payment be first author- 
 ized by a vote of the board of directors of such life insurance corporation. 
 No such life insurance corporation shall make any agreement with any of 
 its officers, trustees or salaried employees whereby it agrees that for any 
 services rendered or to be rendered he shall receive any salary, compensation 
 or emolument that will extend beyond a period of twelve months from the 
 date of such agreement. No such corporation shall grant any pension to any 
 officer, director or trustee thereof or to any member of his family after 
 his death. 
 
 Sf.c. 99. Vouchers. — No domestic life insurance corporation shall make any 
 disbursement of one hundred dollars or more unless the same be evidenced 
 
558 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 by a voucher signed by or on behalf of the person, firm or corporation receiv- 
 ing the money and correctly describing the consideration for the payment, 
 and if the same be for services and disbursements setting forth the services 
 rendered and an itemized statement of the disbursements made, and if it be 
 in connection with any matter pending before any legislative or public body 
 or before any department or officer of any government, correctly describing 
 in addition the nature of the matter and of the interest of such corporation 
 therein, or if such a voucher can not be obtained, by an affidavit stating the 
 reasons therefor and setting forth the particulars above mentioned. 
 
 Sec. 102. Companies Issuing Participating Policies not to do a Nonpartici- 
 pating Business. — No domestic mutual life insurance corporation and no do- 
 mestic stock life insurance corporation hereafter issuing or professing to issue 
 any participating policies, shall issue any policies, except annuities, which do 
 not by their terms give to the holders thereof full right to participate in the 
 accumulations of said corporation as provided in this chapter. This section 
 shall not apply to paid up or temporary and pure endowment insurance issued 
 or granted in exchange for lapsed or surrendered policies. 
 
 WISCONSIN STATE LAWS. 
 
 Sec. 1947c. Election ; Votes ; Cumulative Vote ; Assignee ; Qualification for 
 Office; Vacancy. — At every general election of directors or trustees in any 
 domestic mutual life insurance company, whether incorporated by special act 
 or general law and anything to the contrary in its charter, certificate, articles 
 of incorporation or by-laws, notwithstanding, every policyholder whose insur- 
 ance shall be in force, and shall have been in force for at least one year 
 prior thereto, shall be entitled to one vote without other qualification. Every 
 policyholder entitled to vote shall have the same number of votes irrespec- 
 tive of the number of policies or the amount of insurance held by him, and 
 shall have one vote for each director to be elected, and may cast all such 
 votes for one candidate or distribute them among the number as he may elect. 
 Unless a policy shall have been assigned more than six months prior to the 
 election by an assignment absolute on its face to an assignee other than 
 the company which shall have issued the policy, the person upon whose 
 application the policy shall have been issued, and if the application be signed 
 by more than one person, each person whose life is insured shall be deemed 
 to be a policyholder entitled to vote as aforesaid. In case the policy shall 
 have been assigned as aforesaid, the assignee shall be deemed to be a policy- 
 holder entitled to vote, provided his signature, either attested by the assignor 
 or acknowledged in like manner as in case of a deed to be recorded in this 
 state, shall have been filed at the home office of the company. Any policy- 
 holder entitled to vote at any election shall be qualified to fill any office to 
 be voted for at any such election. Such a general election shall be held 
 at intervals of not more than two years. At each such election not less than 
 one-fourth of the total number of directors provided for in the charter 
 or articles shall be elected. No appointment or selection of a director to fill 
 a vacancy other than when made by general election shall extend beyond 
 the next general election. 
 
 Sec. I947d. Lists of Policyholders ; Arrangement ; How Furnished ; Returns, 
 r — Upon written request, filed with the company, at the time of making the 
 nomination, and within thirty days thereafter, the company shall, at its own 
 expense, furnish to the policyholders making nomination of an independent 
 ticket a full and complete printed list of the names and last known post- 
 office addresses of all policyholders whose insurance was in force twelve months 
 prior to the day fixed for an election. Such list shall be made separately 
 for each state, territory and county and shall be classified by postoffice 
 
EXTRACTS FROM STATE LAWS. 
 
 559 
 
 addresses and the names shall be arranged alphabetically. The company shall 
 mail to each such policyholder one list, and no more, for each state, territory 
 or county requested by him as above provided. Such list shall be returned 
 to the home office of the company within ten days after such election. 
 
 Sec. i947e. Inspectors; Directors; Nominations of Candidates, i. At least 
 three months prior to the date of any general election of directors or trustees 
 in any such company, the directors or trustees thereof shall appoint three 
 qualified voters, who are not directors or trustees, as inspectors of election, 
 who shall be paid by the company, and such directors or trustees shall suggest 
 the name of a person as candidate for every vacancy to be filled at the ensuing 
 election, and shall file with the commissioner of insurance a certificate thereof, 
 giving the names, occupations and addresses of the inspectors so appointed, 
 and the persons whose names have been so suggested. 
 
 Officers Not to Assist in Other Nomination Nor Use Money of Company; 
 Penalty. 2. Any officer, trustee, agent or employee of such company who shall 
 directly or indirectly nominate or assist or encourage the nomination of any 
 other candidate or candidates for the office of director other than those on 
 the administration ticket, or who shall use or expend any of the property or 
 funds of the company in promoting the election of any nominee, candidate 
 or person except as directed or authorized in this act, shall be guilty of a 
 misdemeanor. 
 
 Policyholders’ Nominations. 3. Any one hundred or more qualified voters 
 of such company may also suggest the name of a person as a candidate for 
 one or more of the vacancies to be filled at any such ensuing election, by 
 filing with the^ commissioner of insurance, and with the secretary of the 
 company at its home office, not more than ninety nor less than sixty days 
 prior to such election, a certificate signed and acknowledged by them, giving 
 the names, occupations, and addresses of the persons so suggested as candi- 
 dates, together with a written statement signed by said candidates that they 
 will accept such office if elected. 
 
INDEX 
 
 PAGE 
 
 .Etna Life Insurance Company, Hartford . . 5, 409 
 
 Bankers’ Life Insurance Company of the City of New York 15, 410 
 
 Bankers' Reserve Life Company, The, Omaha, Neb 412 
 
 Berkshire Life Insurance Company, Pittsfield, Mass 21, 419 
 
 Central Life Assurance Society of the United States, Des Moines 27, 419 
 
 Citizens’ National Life Insurance Company, Anchorage, Ky 422 
 
 Colonial Life Insurance Company of America, The, Jersey City 37 
 
 Columbian National Life Insurance Company, The, Boston 38, 425 
 
 Connecticut General Life Insurance Company, Hartford 42, 427 
 
 Connecticut Mutual Life Insurance Company, The, Hartford 48, 427 
 
 Dakota Mutual Life Insurance Company, Watertown, S. D 428 
 
 Des Moines Life Insurance Company, Des Moines, la 62, 431 
 
 Equitable Life Insurance Company of Iowa, Des Moines 66, 444 
 
 Equitable Life Assurance Society of the United States, New York.... 70, 435 
 
 Federal Life Insurance Company, Chicago 79, 445 
 
 Fidelity Mutual Life Insurance Company, Philadelphia 90, 449 
 
 Franklin Life Insurance Company, The, Springfield, 111 93, 450 
 
 Germania Life Insurance Company, The, New York 95, 453 
 
 Hartford Life Insurance Company, Hartford, Conn 104 
 
 Home Life Insurance Company, New York 112, 453 
 
 Jefferson Standard Life Insurance Company, Raleigh, N. C 455 
 
 John Hancock Mutual Life Insurance Company, Boston, Mass 119 
 
 Lamar Life Insurance Company, The, Jackson, Miss 457 
 
 Life Insurance Company of Virginia, The, Richmond 121 462 
 
 Manhattan Life Insurance Company, New York 133 463 
 
 Maryland Life Insurance Company of Baltimore, The 140 
 
 Massachusetts Mutual Life Insurance Company, Springfield 144, 465 
 
 Metropolitan Life Insurance Company, New York 150, 466 
 
 Michigan Mutual Life Insurance Company, Detroit 157. 467 
 
 Minnesota Mutual Life Insurance Company, The, St. Paul 163 
 
 Mutual Benefit Life Insurance Company, Newark, N. J 168 
 
 Mutual Life Insurance Company of New York 174, 467 
 
 National Life Insurance Company, Montpelier, Vt 191, 470 
 
 National Life Insurance Company of the United States of America, 
 Chicago 
 
 201, 471 
 
562 
 
 CHARTERS OF LIFE INSURANCE COMPANIES. 
 
 PAGE 
 
 New England Mutual Life Insurance Company, Boston 204, 471 
 
 New York Life Insurance Company, New York 209, 471 
 
 Northwestern Mutual Life Insurance Company, The, Milwaukee 217 
 
 Oregon Life Insurance Company, Portland 475 
 
 Pacific Mutual Life Insurance Company, The, Los Angeles 236, 484 
 
 Penn Mutual Life Insurance Company, The, Philadelphia 242 
 
 Phoenix Mutual Life Insurance Company, Hartford, Conn 255 
 
 Pioneer Life Insurance Company of North Dakota, The, Pierre 489 
 
 Pittsburgh Life & Trust Company, Pittsburgh, Pa 267, 501 
 
 Presbyterian Ministers’ Fund, Philadelphia 282 
 
 Provident Life & Trust Co., The, Philadelphia 287, 502 
 
 Prudential Insurance Company of America, The, Newark, N. J 305, 502 
 
 Puritan Life Insurance Company, Providence, R. 1 505 
 
 Reliance Life Insurance Company of Pittsburgh , 31 1 
 
 Security Life and Annuity Company of America, Chicago 315 
 
 (Name changed to Security Life Insurance Company of America.) 
 
 Security Mutual Life Insurance Company, Binghamton, N. Y 323, 510 
 
 Southeastern Life Insurance Company, Greenville, S. C 512 
 
 Southern States Life Insurance Company, The, Atlanta, Ga 517 
 
 Southern States Mutual Life Insurance Company, Charleston, W. Va.... 523 
 
 Southwestern Life Insurance Company, Dallas, Tex 529 
 
 State Life Insurance Company of Indianapolis 339 
 
 State Mutual Life Assurance Company, Worcester, Mass 340, 533 
 
 Travelers’ Insurance Company, The, Hartford, Conn 347, 534 
 
 Union Central Life Insurance Company, The, Cincinnati, Ohio 358, 535 
 
 Union Mutual Life Insurance Company, Portland, Me 364, 538 
 
 United States Life Insurance Company in the City of New York, The.... 369 
 
 Volunteer State Life Insurance Company, Chattanooga, Tenn 539 
 
 Wisconsin Life Insurance Company of Madison, Wis., The 386 
 
 EXTRACTS FROM STATE LAWS. 
 
 Indiana 393- 543 
 
 Massachusetts 399, 546 
 
 New Jersey 550 
 
 New York 403, 551 
 
 Wisconsin 55^ 
 

 
 
 
 
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