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BY-LAWS.

1. The business of this Company is to make insurance on the lives of individuals, and every insurance appertaining thereto, or connected with life risks; and to grant, purchase or dispose of annuities.

2. The annual election of directors shall be held at the office of the Company on the first Monday in March of each year, and the election for President and standing committees shall be at the next stated meeting. Any vacancies of the officers or committees may be filled immediately on their occurring.

3. The officers of the Company shall be a President, a Secretary, an Actuary, one resident and one consulting physician, all of whom may be appointed, except the President, who must be elected by ballot. The directors shall also 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 Wednesdays of March, June, September and December. Special meetings may be called by the President at any time, and shall be on the application in writing of any three directors. The notices for every special meeting shall state the business to be transacted at such meeting, and no other shall be introduced or acted upon without the unanimous consent of all preAt all meetings seven shall constitute a quorum.

sent.

5. The President, or in his absence a director, elected by a majority of a quorum present, shall act as President pro tem., and shall perform all the duties of President during his absence or inability, or until a new appointment shall be made.

6. The President, Actuary and Secretary shall hold their respective offices until others are appointed.

7. There shall be the following standing committees, all of which, with the aid of the Secretary of the Company, 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, consisting of the President and four directors.

Second. A committee on agencies and applications for insurance, consisting of the President and three directors.

Third. A committee on losses, consisting of three directors.

8. The finance committee shall superintend, invest and loan the funds of the Company, as directed by the charter; examine the accounts, funds and securities, as they may think necessary, and at their discretion sell such securities as they deem expedient, and reinvest in others. They shall, at the stated meeting in March, make a report of the condition of the funds and securities, with such suggestions as will, in their opinion, promote the interest of the Company, and at such other times as they may think proper, or as may be required by the Board of Directors.

9. The committee on agencies and applications for insurance, with the President, shall have the control and removal of agents, and the fixing of their compensation. They shall agree as to the form of policies (subject to the approval of the Board), and shall determine the character of the risks to be taken; but no risk shall be taken unless the President and one of the physicians of the Company concur therein.

10. It shall be the duty of the committee on losses to examine the papers or proofs of losses; consult and advise with the President and Actuary respecting the same, and report at each stated meeting the amount of loss, if any; but no loss shall be paid unless the President and Secretary, and at least one member of this committee, shall concur, without directions from the Board.

11. It shall be the duty of all standing committees to convene at the call of the President, or, in his absence, of the Secretary. The reports of all committees shall be in writing, and signed by such members thereof as concur therein.

12. The President shall have charge of the corporate seal of the Company. He shall also have charge of the attested copy of the charter of the Company, and the bonds, mortgages, certificates of stock, cash, checks and other valuable papers of the Company; he shall have a general supervision and direction of the business of the Company, and with the assent of the finance committee, may transfer stocks, satisfy mortgages, make and call

in investments, and execute all deeds and papers necessary to be executed by the Company. He shall make a report or statement of the affairs of the Company at each stated meeting, to be recorded in a book to be kept for that purpose, which shall at all times be open for the inspection of the directors, and laid upon their table at every meeting of the Board.

13. It shall be the duty of the Actuary to keep the accounts with the agents of the Com pany; to make the necessary calculations preparatory to the triennial dividend; to present to the directors, at their annual meeting in March, a full statement of the accounts with the agents of the Company, and to perform such other clerical service as may be required of him by the President or Board of Directors.

14. The Secretary shall provide all necessary and proper books for registers and accounts, and shall see that true entries are made of all cash, checks or securities received, and also of all moneys drawn, paid out or disbursed; of whom and for what received; to whom and for what paid; and an accurate account of investments, securities and assets, which shall be open at all times to the examination of the Board or any director.

15. It shall be the further duty of the Secretary to give notice of all meetings of the Board of Directors, and of the standing and special committees; to furnish the chairman of the appropriate committee with a copy of any resolution requiring action, with the names of the committee, together with such accounts and papers as may be called for; and to assist all committees in their labors, if requested. He shall be present at every meeting of the Board (unless otherwise directed), keep full minutes of the proceedings, and engross such minutes in a book to be kept for that purpose. At each stated meeting he shall present a balance sheet of the affairs of the Company, with the additional report, to the annual meeting in the month of March, of a full account with the agents of the Company. 16. It shall be the duty of the resident physician to attend daily, at stated hours, at the office of the Company, to make personal examination of persons offering themselves for insurance, either at the office or the residence of the applicant, and to record the result in a book prepared for the purpose and kept in the office. He shall also report at the stated meetings cach case of loss, and the attendant circumstances, with such other information connected with his department as he may deem proper, or the interests of the Company may require.

The physicians shall give advice and counsel on all applications for insurance from abroad, and on all papers and proofs presented as claims for losses.

17. All moneys belonging to the Company shall be deposited in such bank or trust company as shall be designated by a resolution of the Board of Directors, to the credit of the Company, and drawn only on the joint checks or drafts of the President and Secretary, and payable to the order of the person entitled to receive the money.

18. All policies shall be signed by the President, or in case of his death or absence, by the acting President, and attested by the Secretary; and in case of the absence of the Seeretary, a Secretary pro tem. shall be appointed.

19. At all stated meetings the following shall be the order of business: First. Minutes of last meeting read, corrected if necessary, and approved.

Second. Report of the finance committee.

Third. Report of the committee on agencies and application for insurance.

Fourth. Report of committee on losses.

Fifth. Reports of special committees.

Sixth. Miscellaneous business.

20. No alteration of the by-laws of the Company shall be made unless the subject shall have been proposed in writing at a previous stated meeting of the Board, and entered on the minutes, of which the Secretary shall give notice to each director.

MANHATTAN LIFE INSURANCE COMPANY OF THE CITY OF NEW YORK.

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:

CHARTER.

SECTION 1. The name of the Company shall be "The Manhattan Life Insurance Company," and the place of business shall be in the city of New York.

Section 2. 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.

Section 3. 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.

Section 4. 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.

Section 5. 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 onehalf of whom shall be proprietors 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.

Section 6. The following persons shall be the first directors, to wit: E D. Morgan, David Austin, Caleb S. Woodhull, A. A. Alvord, Eleazer Parmly, D. H. Haight, David S. Mills, Jr., Denton Pearsall, John P. Ware, L. C. Carter, J. B. Herrick, Jas. Van Norden, Jas. C. Baldwin, D. Burtnett, George Webb, Wm. J. Valentine, J. F. Conklin, Chas. A. Mead, Myndert Van Schaick, Ambrose C. Kingsland, E. J. Brown, Silas C. Herring, Enoch

Dean, Nath'l G. Bradford, John S. Harris, George Hastings, Edward Haight, E. J. Anderson, Humphrey Phelps, Wm. K. Strong, J. S. Williams, H. Stokes, Wm. Burger, E. K. Bussing, Jas. McLean, Thos. Greenleaf, and shall hold their offices until their successors shall be appointed.

Section 7. 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.

Section 8. 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.

Section 9. Every shareholder shall be entitled to one vote for directors for each and every share of the guaranted 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.

Section 10. 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.

Section 11. The Board of Directors shall, immediately on the organiza tion of the Company, and annually thereafter, elect one of their own num ber, being a citizen of this State, President of the Company.

Section 12. The Board shall have power to enact by-laws, rules and reg ulations 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. No alteration or amendment 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, expressing 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.

Section 13. The Board may regulate the amount of premium, and the mode and manner of the payment of the same.

Section 14. 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.

Section 15. 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.

Section 16. The holders of the guarantee capital 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 Company. 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 provision for outstanding policies. In case there shall not remain of the receipts of the Company, for any year, after paying the losses and expenses of that year, and providing for outstanding policies, sufficient to pay the interests provided for in this section, the interest on the guarantee capital shall be paid first, and the balance, if any there be, be divided pro rata among the holders of the scrip.

Section 17. After the current expenses, losses and interests provided for in the preceding section, are ascertained for each year, and paid, and an adequate provision for outstanding policies made, one-eighth of the profits. shall be paid to the holders of the guarantee capital; the remaining seveneighths 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 made on the first day of January, 1854, or within thirty days thereafter, 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 scrip was or would have been issued, if the profits of 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.

Section 18. 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 provision 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. Interest thereafter shall be payable at a rate not exceeding six

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