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SEC. 8. The Secretary shall be required to give bonds, subject to the approval of the President and Finance Committee, in the sum of ten thousand dollars ($10,000), for the faithful performance of the duties of his office.

He shall be the Clerk of the Company; shall attend all meetings of the Board, (unless the Board, for the time being, dispense with his services), and of the various Committees; shall keep a full and true record of all the proceedings of the Board of Directors and of the various committees; shall keep a record of every policy issued; shall countersign all policies and renewals of policies; shall receive all moneys due the Company, and deposit the same to the credit of the Company in such bank as may be designated by the Finance Committee. He shall have the supervision of the books of account; see that just, true and correct cash and other suitable books are kept, particularly of all moneys received, drawn and disbursed, for what and of whom received, for what and to whom paid, and of all investments, securities, assets and accounts, necessary to a clear and distinct exhibition of the affairs and business of the Company, which shall at all times during business hours be open to the examination of the Board or of any director thereof; shall prepare and present to the Board of Directors, at each of their quarterly meetings, a statement of the amount of funds remaining to the credit of the Company, and all receipts and disbursements since his last report; shall issue and countersign all necessary checks on the order of the President; but no checks shall be paid unless signed by the President and Secretary. The Secretary shall also give notice of all meetings of the Board of Directors, and of the various standing and special committees required by the by-laws or otherwise; shall furnish the Chairman of each special committee with a copy of any resolution requiring action, with the names of the members of said committees, on the day on which such resolution shall have been passed; and perform such other duties as may be required by the Board of Directors or the President. He shall provide tables of rates of premium, subject to the approval of the Finance Committee, to be charged for risks to be taken by this Company; shall prepare all such statements, accounts and reports as are or may be required. by the laws of the United States, or of any State in which the Company may do business, and shall generally perform all the acts ordinarily pertaining to the office of Secretary. In the absence of the Secretary, the President shall appoint some person to perform the duties during such absence, or until the action of the Board thereon.

SEC. 9. The President and Secretary shall have power, under the rules adopted by the Eoard, to make contracts of insurance on behalf of the Company not exceeding ten thousand dollars in amount on any one risk, unless restricted by the Finance Committee, and to any amount upon such terms and under such regulations as said committee shall prescribe.

SEC. 10. The President and Secretary shall have power to settle and pay all claims for losses, except in the case of death of the assured.

SEC. 11. It shall be the duty of the legal adviser of the Company to receive through the President, and to report to the Board of Directors, or the appropriate committee thereof, all applications to the Company for loans, to be secured by bonds and mortgages, with such suggestions as may be proper, relative thereto; to give such legal advice and assistance to the Board of Directors, the committees, and officers of the Company as may be required, and to render all such legal services, of every kind, connected with or growing out of the investments, engagements, claims, liabilities, or other business or affairs of the Company, as in his judgment the best interest of the Company may require..

SEC. 12. There shall be three standing committees, of three directors each, annually appointed by the President, subject to the approval of the Board of Directors, to wit: 1st. A finance committee.

2d. A committee on claims.

3d. An auditing committee.

Any two members of any committee (standing), with the President, shall constitute a quorum. Each committee shall, in books provided for that purpose, keep a true and detailed record of their proceedings, which minutes shall be read at each quarterly meeting of the Board, or at any special meeting, when called for by a vote of a majority of the directors present.

DUTIES OF COMMITTEES.

SEC. 13. It shall be the duty of the Finance Committee to exercise a general supervi sion over the finances and property of the Company; to examine the accounts, funds, securities, property and cash on hand, at their discretion, and to direct the making and calling in of any or all investments and loans; and at the stated meeting of the Board, on the fourth Tuesday in January of each year, and at each quarterly meeting of said Board, if required, shall make a report to the Board of Directors of the financial condition of the Company. The Finance Committee shall have power to affix all salaries, subject to the approval of the Board of Directors, at their then next stated or special meeting. SEC. 14. The Committee on Claims shall examine all proofs and papers relating to claims by death; shall consult with the President and Secretary respecting the same, and order the payment of the same or otherwise, and report at each stated meeting of the Board the amount of claims so ordered to be paid or pending, if any, with such facts relating to the same as they may deem necessary.

SEC. 15. It shall be the duty of the Auditing Committee to examine the accounts of all moneys received and disbursed by the Company, and report thereon at each stated meeting of the directors.

SEC. 16. The capital stock of this Company shall be invested in such securities as the President and Finance Committee may select, in conformity with the Laws of the State of New York.

SEC. 17. All investments in stocks shall be made in the name of the Metropolitan Life Insurance Company, with power on the part of the President and Finance Committee to authorize transfers in the name of the Company, subject to the right of the Board of Directors at any time to alter or change the same. Loans may be made by the President, with the concurrence of the Finance Committee.

SEC. 18. The Board, at their stated meetings in January and July, or at a special meeting to be called for that purpose, may declare such dividends of profits as they shall judge the condition of the Company may warrant, not inconsistent with the charter, payable at an early day thereafter; and the interest on all bonds and mortgages taken by the Company shall be made payable semi-annually.

SEC. 19. 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, by giving five days' previous notice of such meeting.

1. Reading the Minutes.

ORDER OF BUSINESS.

2. Reports of officers of the Company.
3. Reports of the respective committees.
4. Unfinished business.

5. New business.

RULES OF ORDER.

1. On the appearance of a quorum, the President (or, in his absence), a director, shall take the chair and call the Board to order.

2. On the chair being occupied, the minutes of the preceding meeting shall be read, corrected, if necessary, and approved.

3. The presiding officer shall decide all questions of order, subject to an appeal to the Board. 4. No motion shall be debated or put unless seconded, and, if so required by any director present, shall be reduced to writing.

5. When any question is under debate, no motion shall be received, except to amend, to postpone, for the previous question, or to adjourn, which latter motion excludes debate. 6. All questions should be put in the order moved, except in filling blanks, when the largest sum and longest time named shall be put first.

7. No motion for reconsideration shall be in order unless moved at the same meeting by a director who voted in the majority.

8. A motion to adjourn shall always be in order, and shall be decided without debate. 9. The yeas and nays shall be ordered by the presiding officer, on the call of any directer, duly seconded.

10. Any Director may call for a division on a question when the sense will admit of it.

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COMMONWEALTH OF MASSACHUSETTS. IN THE YEAR OF OUR LORD ONE THOUSAND EIGHT HUNDRED AND THIRTY-FIVE.

AN ACT TO INCORPORATE THE NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY.

SECTION 1. Be it enacted by the Senate and House of Representatives, 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 purpose of making insurance upon lives, with all the powers and privileges, and subject to all the duties contained in an act passed in eighteen hundred and thirty-three, chapter eighty-three.

Section 2. Be it further enacted, That 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 corporation, half of which shall be paid in, in cash, before the said corporation 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.

Section 3. Be it further enacted, That 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 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, 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 stockholders, 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 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 to consist of a greater number than six.

Section 4. Be it further enacted, That, 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.

Section 5. Be it further enacted, That 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 subse quent period, when the net resources of the Company shall be sufficient for paying the same.

Section 6. Be it further enacted, That, 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 reserved fund, to be applied to the redemption of the guaranty 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.

Section 7. Be it further enacted, That, upon the redemption and extin guishment of the guaranty stock, under the provision in section sixth, the directors shall be chosen by the assured.

Section 8. Be it further enacted, That, 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 receipts shall be reim bursed to and among the assured, in manner following, namely: to the holders of policies for entire lives, each of which is insured at an uniform annual premium for the whole life, in the proportion of the whole amount of premiums paid during the preceding five years, and in a corresponding and equi

valent 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 an 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; provided further, that, in consideration of any existing policies having, at the expiration of any such period of five years contributed, directly or indirectly, to the fund for the redemption 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 consistently with the circumstances of the Company, be reimbursed for the amount contributed as aforesaid to the redemption of the guaranty stock. Section 9. Be it further enacted, That 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. Section 10. Be it further enacted, That the Supreme Judicial Court shall hear and determine, in equity, all questions arising between the said corporation and any stockholder or assured.

HOUSE OF REP's, March 30, 1835.

Passed to be enacted. JULIUS ROCKWELL, Speaker.

IN SENATE, March 30, 1835. Passed to be enacted.

April, 1, 1835. Approved.

GEO. BLISS, President.

SAM. T. ARMSTRONG.

BY-LAWS.

FIRST. The annual meeting of the corporation shall be held in Boston, on the third Monday of December in every year, for the choice of directors and other business, at the time and place to be fixed by the directors.

SECOND. 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 number is reduced to less than six. THIRD. In making investments, the directors shall act according to their best judgment. FOURTH. 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.

FIFTH. At every annual meeting the directors shall exhibit a report, with a full statement of the condition of the Company, its assets and liabilities.

SIXTH. 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.

SEVENTH. The number of directors chosen shall be ten.

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