P. L. 20. commissioner, under this act, shall enter upon the duties of his office on the first 4 April 1873 § 2. Monday of May next; in case of a vacancy in said office by death, resignation or otherwise, the governor shall fill such vacancy for the unexpired balance of the term; he shall employ, from time to time, with the approval of the governor, not Deputy and clerks. exceeding, in addition to deputy, three clerks, to discharge such duties as he shall assign them, whose compensation shall be paid them by the state treasurer, at the same rate and in the same manner as the clerks in the office of the secretary of the commonwealth; he shall appoint one of the said clerks to be his deputy, who shall perform the duties attached by law to the office of principal, during the absence or inability of his principal, who shall receive an annual salary of eighteen hundred dollars, payable as aforesaid; within fifteen days from the date of his Oath of office. appointment, the commissioner shall take and subscribe the oath of office prescribed by the constitution, and file the same in the office of the secretary of the commonwealth, and shall also give to the commonwealth a bond in the penalty of ten Bond. thousand dollars, with two sureties, to be approved by the governor, conditioned for the faithful discharge of the duties of his office. 16 May 1891. P. L. 90. Stenographer and 3. On and after the passage of this act, the insurance commissioner of this commonwealth be and he is hereby authorized to employ a skilled stenographer and typewriter in the insurance department, at a salary of twelve hundred dollars typewriter author per annum. ized. P. L. 20. 4. All books, papers, records and securities whatever, in the office of the auditor- 4 April 1878 § 8. general, relating to the business of insurance, shall, on demand, be delivered and transferred to the insurance commissioner, and be and remain in his charge and Records. custody. Ibid. § 4. 5. There shall be assigned to the said commissioner, by the commissioners of public buildings and grounds, a suitable room or rooms for conducting the business Office. of said department; and the said commissioner shall, from time to time, with the approval of the commissioners aforesaid, procure the necessary furniture, stationery and other proper conveniences for the transaction of the said business, the expenses of which shall be paid on the certificate of the commissioner and the warrant of the auditor-general. 6. It shall be the duty of the insurance commissioner — Ibid. § 5. cl. 1. Powers. To see that all the laws of this state respecting insurance companies, and the agents thereof, are faithfully executed, and for this purpose he is hereby invested His duties. with all the powers now conferred by law upon the auditor-general in relation to the licensing of the agents of foreign insurance companies; to file in his office any charter of a company, now or hereafter required by law to be filed, and upon application, to furnish a certified copy thereof.(t) Ibid. § 5 cl. 9. 7. The insurance commissioner shall publish the result of his examination of the affairs of any company, whenever he deems it for the interest of the public General duties of so to do, in one or more publications of this state; suspend the entire business of the commissioner. any company of this state, and the business within this state of any other company, during its non-compliance with any provision of this act, or whenever its assets appear to him insufficient to justify its continuance in business, by suspending or revoking the certificate granted by him; report to the attorney-general any violation of law relative to insurance companies, their officers or agents; furnish to the companies the necessary blank forms for the statements required; preserve in a permanent form a full record of his proceedings and concise statement of the condition of each company or agency visited or examined; at the request of any person, and on payment of the fee, to give certified copies of any record in his office, when he deems it not prejudicial to the public interest; report annually to the legislature the receipts and expenses of his department for the year, his official acts, the condition of companies doing business in this state, and such other information as will exhibit the affairs of his department; adopt and renew, from time to time, with the approval of the governor, a seal of office, an impression of which shall be filed in the office of the secretary of the commonwealth; and it shall be his duty to see that no company is permitted to enter into new contract to insure lives in this state, who continue to do fire, marine or inland insurance business. 8. The insurance commissioner, for the purposes of examination authorized by this act, is hereby empowered, either in person, or by one or more examiners by him commissioned in writing, to require free access to all books and papers within records of comthis state of any insurance company, or the agents thereof, doing business within panies. this state; to summon and examine any person being within this state, under oath, May examine perwhich he or any examiner may administer, relative to the affairs and condition of sons under oath. any company; for probable cause, to visit at its principal office, whenever it may Visit officers of forbe, any insurance company not of a state in which the substantial provisions of eign companies. this act shall be enacted, and doing business in this state, for the purpose of investigating its affairs and condition, and to revoke its certificate in this state granted as hereinafter described, if it does not permit an examination; to revoke or modify any certificate of authority, when any conditions prescribed by law for granting it no longer exist. The insurance commissioner is hereby empowered to institute To bring suits. Ibid. § 5 cl. 10. To have access to (t) Clauses 2 to 8 of this section will be found under the various subdivisions of this title. 4 April 1873 § 5, suits and prosecutions, either by the attorney-general, or such other attorney as cl. 10. P. L. 20. the commissioner may designate, for any violation of this act; and the commissioner shall be made a party to any proceedings instituted for the purpose of closing up the affairs of any company, when the same shall not be in the name of the commonwealth. Ibid. § 6. Actuary may be employed. Fees. 9. The commissioner may employ an actuary to make the valuation of life policies, at the compensation of not exceeding three cents for each thousand dollars of insurance, to be paid by the company for which the valuation is made; and there shall be paid by every company to which this act applies, the following fees towards defraying the expenses of enforcing its provisions: For filing certified copy of charter For filing the annual statement or certificate in lieu thereof 25 00 20 00 2.00 For every copy of any paper filed in the department, the sum of twenty 1.00 Ibid. § 7. Report of fees. Companies to be assessed for expenses. Ibid. § 8. Certified copies of For official examination of companies under this act, the actual expenses 10. The insurance commissioner shall, on or before the tenth day of each month, make report to the auditor-general, showing the entire amount of fees received by him during the month preceding, and pay over the same to the state treasurer; and in case the necessary expenses of said department exceed the amount of fees collected under this act, exclusive of the tax upon premiums, the excess of such expense shall be annually assessed by the commissioner, in just proportion, upon all the insurance companies doing business in this state, and the commissioner is empowered to collect such assessments and pay the same into the state treasury; and all the necessary expenses of the commissioner in the execution of this act shall be paid by the state treasurer upon his certificate and the warrant of [the] auditorgeneral, out of the fund thus created. 11. Within ninety days after the first Monday of May next, it shall be the duty of every insurance company of this state to file with the commissioner a certified Charters to be filed. copy of its charter, together with a certificate, stating the time of its organization, the location of its principal place of business, and the names and residences of its officers;(u) and the commissioner shall proceed, as soon as practicable thereafter, to institute an examination into its affairs, in accordance with the provisions of this act; and any company failing to comply with the requirements of this section, shall be subject to a fine of one hundred dollars for each month's delay, to be collected as other fines and penalties under this act. Ibid. § 9. Business to cease, until compliance with the act. 1 May 1876 § 1. P. L. 53. Incorporation of 12. It shall be unlawful for any person, company or corporation to negotiate or solicit, within this state, any contract of insurance, or to effect an insurance or insurances, or pretend to effect the same, or to receive and transmit any offer or offers of insurance, or receive or deliver a policy or policies of insurance, or in any manner to aid in the transaction of the business of insurance, without complying fully with the provisions of this act. II. Organization of insurance companies. 13. Any ten or more persons, citizens of this commonwealth, may associate in accordance with the provisions of this act, and form an incorporated company for insurance compa- any of the following purposes, to wit: nies. Objects. See amendment Ibid. § 2. Form of articles of association. I. To make insurance, either upon the stock or mutual principle, against fire, on all kinds of buildings, merchandise and other property; and to effect marine and inland insurance on vessels, cargoes and freights, and on merchandise and other property in course of transportation. II. 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. III. To make insurance, either upon the stock or mutual principle, upon the health of individuals and against personal injury, disablement or death resulting from travelling, or general accidents by land or water, or accidents resulting from the pursuit of any trade or business. IV. To make insurance, either upon the stock or mutual principle, upon the lives of horses, cattle and other live-stock, and against loss, damage or liability arising from any unknown or contingent event whatever, except the perils and risks enumerated in the preceding paragraphs of this section. 14. Such persons shall associate themselves together, by articles of agreement in writing, for the purpose of forming an insurance company, which agreement shall specify the name by which the corporation shall be known, the class of insurance for the transaction of which it is constituted, the plan or principle upon which the (u) This provision, and that contained in the 12th section, in nowise conflict with the constitution, as to companies incorporated since the amendment of 1857, though there be no such provision in their charters. Commonwealth v. Hock Age Mutual Beneficial Association, 10 Phila. 554. 1 May 1876 § 2. P. L. 53. business is to be conducted, the place in which it is to be established or located, the amount of its capital stock, if any, the general objects of the company, the proposed duration of the same, and the powers it proposes to have and exercise. Any name not previously in use in any existing company may be adopted; but Corporate title. such name must clearly designate the object and purposes of the company; and if a mutual company, the word "mutual" must appear in the title thereof. The insurance commissioner 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. Ibid. § 8. 15. The subscribers to said articles of agreement shall acknowledge the same before some person empowered to receive acknowledgment of deeds, and forward the same to the insurance commissioner, who shall, in case he approves of the title Articles to be acknowledged and of the proposed company, submit said articles of agreement to the attorney-general approved. for examination, and if found by the attorney-general to be in accordance with the provisions of this act, and not inconsistent with the constitution of this state and of the United States, he shall certify the same to the governor, with his approval indorsed thereon. Ibid. § 4. 16. The subscribers to said articles of agreement shall choose from their number a president, a secretary, a treasurer, and such number of directors as they may deem advisable, who shall continue in office until the first annual meeting of the Election of officers. stockholders, or insured, as the case may be, and until their successors are duly chosen and qualified as hereinafter provided. In case a joint-stock company is to Subscription books be organized, they shall open books for the subscription of stock in the company, to be opened. 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 organized for any of the purposes mentioned in the Mutual companies. first or fourth paragraphs of the first section of this act, the subscribers to the articles of agreement 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 number and amount to comply with the requirements of this act. Ibid. § 5. Shares in stock 17. The capital stock of a joint-stock company shall be divided into shares of not less than ten dollars each, payment of which shall be made in lawful money, ten per centum on each share at the time of subscribing, and the balance at such companies. times as the company may direct, not exceeding six months from the time of subscription; and the company may prescribe such rules with regard to forfeiture of partial payments on subscriptions, as they may deem advisable, which rules shall be binding upon subscribers, provided they are made known at the time of subscription. Ibid. § 6. Certificate to be 18. Whenever one-half of the capital stock mentioned in said articles of agreement shall have been subscribed, and twenty per centum on each share paid into the hands of the treasurer of the company, the president, treasurer, and a majority forwarded to the of the directors of said company, shall, under their respective oaths or affirmations, governor. make a certificate to the governor, stating the number and par value of the shares of stock in said company, the names and residence of the subscribers, the number of shares subscribed by each, the amount paid in on each share, and the amount of money in the hands of the treasurer on account of such payments, and where the same is deposited. Upon the receipt of such certificate, the governor shall, in When letterscase he approves of the articles of agreement certified to him as hereinbefore provided, indorse his approval thereon, and cause letters-patent to issue, erecting the subscribers to said articles of agreement and their associates into a body corporate into (with) succession, under the name designated in said articles of agreement; but they shall not have the power to engage in the business of insurance, until they have otherwise complied with the provisions of this act. patent to issue. Ibid. § 7. 19. Whenever applications for insurance, in the case of a mutual company mentioned in the first or fourth paragraphs of the first section of this act, have been Certificate in case obtained in sufficient number and amount, the president, treasurer, and a majority of mutual comof the directors of said company, shall, under their respective oaths or affirmations, panies. make a certificate to the governor, stating the names and residence of the persons applying for insurance in said company, and the amount agreed to be taken by each. Upon the receipt of such certificate, the governor shall, in the same manner as is provided in the preceding section of this act, erect the subscribers to the Letters-patent. articles of agreement and their associates into a body corporate, with succession, under the name designated in said articles of agreement, with power to engage immediately in the business of mutual insurance mentioned in the articles of agreement aforesaid. Ibid. § 8. 20. Companies organized for the purpose of conducting business upon the mutual principle, as mentioned in either the second or third paragraphs of the first section Guaranty-capital of this act, must have a guaranty-capital before commencing business. If the of mutual compurpose be to insure lives, said guaranty-capital must not be less than two hun- panies. dred thousand dollars; and if the purpose be to insure health and against accidents, said guaranty-capital must be not less than one hundred thousand dollars, fifty per centum of which shall be paid in cash, before commencing business. Said Organization. P. L. 53. Certificate. 1 May 1876 § 8. companies shall be organized by articles of agreement, as hereinbefore prescribed, and the subscribers to said articles of agreement shall open books and receive subscriptions to the guaranty-capital, as provided in the case of joint-stock companies. As soon as the entire amount of said guaranty-capital has been subscribed, and fifty per centum thereof paid in lawful money to the treasurer, and the subscribers' obligations given for the remaining fifty per centum thereof, the president, treasurer, and a majority of the directors, shall, under their respective oaths or affirmations, make a certificate to the governor, stating the number and par value of the shares of guaranty-stock in said company, the names and residence of the subscribers, the number of shares subscribed by each, the amount paid in on each share, the form of obligation taken for the unpaid moiety, the amount of money in the hands of the treasurer, and where the same is deposited. Upon the receipt of said certificate, the governor shall, in the same form and under the same conditions prescribed in this act for joint-stock companies, erect said subscribers and their associates into a body corporate, with succession. Letters-patent. Ibid. § 9. Articles to be recorded. Copies to be evidence. 1 May 1876 $ 89. P. L. 61. Duration of charters. Ibid. § 42. Certified copies of charters to be filed. Ibid. § 30. Renewal of charters. Ibid. § 31. Amendment of charters. 21. The secretary of the commonwealth shall cause the articles of association aforesaid, together with the proceedings had thereon, and the certificate to the governor, after the approval of the governor has been indorsed on said articles of association and letters-patent have issued, to be recorded in a book kept for that purpose; and he shall return said articles of association to the company, who shall have the same recorded in the recorder's office of the county in which said company is located; and certified copies of said records may be used in evidence for or against the company, with the same effect as the original. III. Charters. 22. The charters for incorporations named in this act may be perpetual or limited in time, as the articles of agreement shall specify; and the general assembly reserves the power to revoke or annul any charter granted or accepted under this act, whenever, in the opinion of the said general assembly, it may be injurious to the citizens of this commonwealth, in such manner, however, that no injustice shall be done to the corporators or their successors. 23. Every insurance company of this state, incorporated or organized after the 4th day of April, Anno Domini 1873, which has failed to file with the insurance commissioner a certified copy of its charter, shall file such copy within ninety days after the passage of this act, subject to like penalties as those imposed upon companies in existence at the time of the passage of the act to which this is a supplement; and every company hereafter organized shall file a copy of its charter with the commissioner, within ninety days from the date of said charter, and be subject to the provisions of the act to which this is a supplement. 24. Any insurance company of this state, whose charter is about to expire, may call a special meeting of the members or stockholders, notice of the object of which meeting shall be given, by advertisements, for four weeks preceding, in at least two daily or weekly newspapers published in the city or county where the principal office of the company is located, or by circular, mailed to the address of each member or stockholder. If, at such meeting, two-thirds of the votes, cast in person or by proxy, shall favor a resolution agreeing that said corporation shall hold its charter subject to the provisions of the constitution of this state, and setting forth at length the sections of its existing charter, which it desires to retain, and agreeing to be subject to the provisions of this act, so far as not inconsistent with said charter, said resolution and the number of votes cast for and against the same, at the special meeting aforesaid, shall be spread on the records of said company, and a certified copy of the same forwarded to the insurance commissioner, who shall submit the same to the attorney-general, and, in case he approves of said resolution, he shall certify his approval of said record to the governor, who shall cause letters-patent to issue, erecting said company into a body corporate with succession, as hereinbefore provided in the case of companies originally organized, with all the powers and privileges, and subject to the restric tions specified in the resolution aforesaid. 25. Any insurance company of this state may procure an amendment to its charter, in the same manner, and subject to the same conditions and restrictions, as is provided in the preceding section of this act for the renewal of charters about to expire; but such amendments shall be in harmony with the original purposes of the corporation, and when approved by the governor and recorded in the office of the secretary of the commonwealth, they shall be deemed and taken to form part of the charter of said company without letters-patent, as in the case of the creation or renewal of charters under this act: Provided, That this section shall not be so construed as to prevent any insurance company from extending, by amend ment to its charter, the territory in which it may insure property for any or all of the counties of this commonwealth.(v) (v) Since the passage of this act, the courts have no power to change the corporate name of an insurance company. Ex parte Fidelity Mutual Aid Association, 12 W. N. C. 269. IV. By-laws. P. L. 53. 26. Any company organized under this act shall have power to make such 1 May 1876 § 14. by-laws as may be deemed necessary for the government of its officers and the conduct of its affairs, and the same, when necessary, to alter and amend; and to Corporate powers. make and have a common seal, and change and alter the same at their pleasure. V. Officers-Agents - Brokers. (1.) Election of officers. P. L. 57. 27. The annual meeting for the election of directors shall be held at such time 1 May 1876 § 15. in the month of January, as the by-laws of the company may direct; of the time and place of which meeting, at least thirty days' previous notice shall be given to Annual election of the stockholders, by publication, not less than three times, in at least two daily directors. papers published in the city of Philadelphia, if the company is located in said city, or by similar publications, in case the company is located in the city of Pittsburgh, Notice. or in case the company is located elsewhere, by like publication in daily or weekly papers published in the proper county; and at such annual meeting, the stockholders or members shall elect, by ballot, not less than five nor more than thirteen directors, to serve for one year and until their successors are duly chosen. At all elections for directors in joint-stock companies created under this act, each share Right to vote. of stock, and in mutual fire companies, each member, shall be entitled to one vote, subject to such regulations with regard to voting by proxy, as the by-laws of the company may prescribe; and if, for any cause, the stockholders shall fail to elect directors at any annual meeting, the directors may call a special meeting for that purpose, on some subsequent day, of which notice shall be given as herein directed. 28. The directors shall choose, by ballot, a president from their own number, and shall fill all vacancies that may arise in the board or in the presidency thereof; Election of officers. and the board of directors, or a majority of them, when statedly convened at the office of the company, or when convened after special notice given to each member of the board, shall be competent to exercise all the powers vested in them Ibid. § 16. by law. They shall also have power to appoint and fix the salaries or compensa- Salaries. (2.) Embezzlement. P. L. 425. 29. If any director, officer, agent or other person connected with, or doing busi- 11 April 1862 § 1. ness for, or with any of said companies, shall fraudulently embezzle or appropriate to his own use, or the use of any other person or persons, any money or other Embezzlement property belonging to the said institution, or left with or held by the said company, punished. in trust, 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 penitentiary, in separate and solitary confinement, at labor, for a term not exceeding five years, at the discretion of the court: Provided, That this shall not prevent any person aggrieved from pursuing his, her or their civil remedy against such person or persons. (3.) Brokers. P. L. 65. 30. Whoever acts or aids in any manner in negotiating contracts of insurance or 1 May 1876 § 48. re-assurance, or placing risks, or effecting insurance or re-insurance, for any person other than himself, receiving compensation therefor, and it is not the officer, mem- Definition of ber or agent of the company or companies in which such insurance is effected, shall insurance broker. be deemed to be an insurance broker. 31. No person shall act as an insurance broker, until he has procured a certifi- Ibid. § 44. cate of authority so to act from the insurance commissioner. Such certificate shall To receive authorize the person named therein to negotiate contracts of insurance, or place certificates from risks, or effect insurance, with any insurance company established in this commonwealth, or its agents, and with the agents of any insurance company not incorporated in this commonwealth, which is duly authorized to do business therein. commissioner. Ibid. § 45. Ibid. § 46. 32. The insurance commissioners shall grant certificates of authority, as aforesaid, which shall continue in force for one year from the date thereof, and shall be Term. renewed annually thereafter. For each certificate so granted, and for each renewal thereof, the person receiving the same shall pay a fee of ten dollars; which shall Fee. be paid into the state treasury, as provided in the act to which this is a supplement. 33. Any person transacting business as an insurance broker within this commonwealth, without a certificate of authority, as aforesaid, shall be guilty of a Penalty for acting misdemeanor; and upon conviction thereof, shall be sentenced to pay a fine of without certificate. three hundred dollars. The person or persons upon whose complaint such conviction is had, shall receive one-half of the fine so paid, provided the insurance commissioner or his deputy is not the complainant. |