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SECT. I. BE it enacted by the Senate and House of Representa tives of the Commonwealth of Pennsylvania, in Gene

ed.

the books to

Other duties

of.

Books to be

ral Assembly met, and it is hereby enacted by the authority of the same, That Edward Fox, Samuel Clark and David C. Claypoole, or any Commissiontwo of them, shall be, and they are hereby constituted and ap- ers appointpointed commissioners, whose duty it shall be within ten days who shall after the passing of this act, first having given three days notice give ten days in two or more of the daily newspapers published in the city notice of the of Philadelphia, to open a book at some public and convenient opening of place in the said city, and therein to transcribe and insert the receive subnames of all persons being citizens and residents of this com- scriptions. monwealth, who have in writing associated for the purpose insuring houses, tenements, manufactories, and other buildings, and of goods, wares and merchandizes therein, and of ships and vessels on the stocks building or repairing, or at moorings, or lying in port, and of goods, wares and merchandizes therein, and of hay, grain and other agricultural products, and generally of all kinds of goods, wares and merchandizes and effects, being on the land, or lying in port, from losses by fire, and also shall receive and take in the said book the subscription of all such other persons being citizens and residents as aforesaid, as shall of- kept open fer to subscribe and join the said association, together with the three days, number of shares by such persons respectively, taken and sub- &c. when scribed for, and the said book shall be kept and remain open for three successive days, and from ten o'clock in the forenoon, un-ed the books til three o'clock in the afternoon, of each of the said days, for shall be closreceiving the subscriptions aforesaid; after which time, if the whole number of shares shall amount to five thousand, no additional subscription shall be permitted or allowed by the said commissioners, but if the whole number of shares then so taken and subscribed for, shall exceed five thousand, all subscriptions above five shares shall be reduced pro rata, to the number of five thousand, and if the whole number of shares then taken and subscribed for, shall not amount to five thousand, the said commissioners shall continue the said book open from day to day until the whole number of five thousand shares are taken and subscribed for, and no longer: Provided, That no person shall Proviso. within the first three days the books are open, either in his own name, or by agency, subscribe for a greater number than ten shares.

5,000 shares

are subscrib

ed.

SECT. II And be it further enacted by the authority aforesaid, That the persons whose names shall be inserted in the said book, their successors and assigns shall be, and they are hereby created and constituted a body politic and corporate, by the name, style Style and ti and title of, "The American Fire Insurance Company," and they and their successors are hereby ordained, constituted and declared to be a body politic and corporate, in fact and in law, Powers of and by the name aforesaid, they and their successors shall and the corpora F

tle of.

tion.

may have continual succession, and be capable of suing, and being sued, pleading and being impleaded, answering, and being answered unto, defending, and being defended, in all courts and places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever, and they and their successors may have and use a common seal and make, change and alter the same at their pleasure: And also they and their successors by the same name and style, shall be in law capable of purchasing, holding, cultivating, improving and conveying any estate, real or perProviso as to sonal, for the use of the said corporation: Provided, That the real estate. real estate shall be only such as shall be necessary to accommodate the said corporation in the transaction of the business thereof, or shall be taken and held in security for the payment of debts due to the said corporation: And the said corporation shall have power to ordain and establish and to put in execution such by-laws, ordinances and regulations as shall be necessary for the government thereof, (not being contrary to the constitution and laws of this state, or of the United States,) and for the makStockholders ing whereof the stockholders shall be convened on the second to be conven- Monday in the same month annually: And such other general ed annually, meetings of the stockholders, shall and may from time to time

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for the purpose aforesaid, be called by the directors, or by any number of the stockholders holding one thousand shares, as they shall respectively deem necessary: And the said corporation shall have power generally to do and execute all matters and things which a corporation or body politic, may or lawfully can do and execute, subject to all the rules and regulations, restrictions, limitations and provisions hereinafter described and declared: Provided, That the clear yearly income of the said corporation, upon the real estate which they are hereby authonot to exceed rized to hold, shall not exceed ten thousand dollars.

Yearly income from

real estate,

SECT. III. And be it further enacted by the authority aforesaid, $10,000. That the capital stock of the said corporation shall be five hunCapital stock dred thousand dollars, to be raised, constituted and composed of to amount to the subscriptions heretofore made, or hereafter to be made, by $500,000,

virtue of the provisions contained in the first section of this act: And the same shall be paid for and satisfied in manner following, that is to say, Each and every subscriber shall, within ten days after public notice given by the president and directors hereinafter named, in any two of the daily papers printed in the 20 to be city of Philadelphia, pay, or cause to be paid to the said presipaid on each dent and directors, for the use of the said corporation, the sum share, ten of twenty dollars, in part of each and every share so subscribed days after for, and the residue of the money payable on each and every And the re share shall be paid to the president and directors of the said sidue when corporation, in such sum or sums, at such time or times as called on, they, by public notice in two of the daily newspapers printed in the said city, for at least thirty days, shall in their discretion direct and appoint; and if any subscriber shall refuse or

notice given.

Penalty on neglect or refusal.

Number of

neglect to make the first payment as aforesaid, he or she shall forfeit and pay the amount of such payment for the use of the said corporation; to be recovered by the said president and directors in like manner as debts of equal amount are by law recoverable ; and moreover shall cease to be deemed a subscriber or member of the said corporation, and his or her subscription shall be opened and received for the number of shares so forfeited: and if any subscriber, his or her assignee or transferree, shall refuse or neglect to make any subsequent payment called for and demanded by the president and directors as aforesaid, such subscriber, his or her assignee, or transferree, shall forfeit each and every share on which the payment shall not be duly made on account of the share or shares so forfeited, and new subscriptions may be opened and received for the share or shares so last forfeited, at the discretion of the stockholders of the said corporation. SECT. IV. And be it further enacted by the authority aforesaid, That for the well-ordering of the affairs of the said corporation there shall be nine directors, who shall be citizens of this com- their qualifi directors, & monwealth, and stockholders of the said corporation, holding cations. at least two shares each in their own right, elected annually by the stockholders at their general meeting for that purpose assembled, and the directors at their first meeting after each election, shall Who shall choose one of their number as president; but in case it should so choose a prehappen at any time, that an election of directors should not be Corporation made upon any day, when pursuant to this act, it ought to have not to be dis I been made, the said corporation shall not, for that cause, be solved for deemed to be dissolved, and it shall be lawful on any day within omitting to thirty days thereafter, to hold an election of directors in such When an manner as shall have been regulated by the laws and ordinances election of of the said corporation, until which election the president and di- directors rectors chosen and appointed at the next preceding election, shall may be held continue in office, and in case of any director's death, resignation or omission. absence, two months from the state, his place shall be filled up How vacanfor the remainder of the year, in such manner as the ordinances cies are to be supplied. of the said corporation shall for that purpose direct: Provided, Names of That the first directors shall be William Jones, James Vanuxem, the first diRichard Bache, senior, John Savage, Thomas M'Euen, Joseph rectors.

sident,

elect.

after such an

Their time

Reed, Guy Bryan, John Sergeant and Chandler Price; who of continuing

shall hold their offices until the first Monday in May, in the in office. year of our Lord, one thousand eight hundred and eleven, and To appoint a until new directors shall be chosen, and the said first directors president shall, within ten days after the passing of this act, meet and ap- days. point their president.

within ten

SECT. V. And be it further enacted by the authority aforesaid, That the votes of the stockholders for directors, shall be by Number of ballot, and for the election of directors, and for the deci- votes to be given by the ding of all questions in a general meeting of the stockholders, respective the ratio of votes shall be as follows: to wit, A stockholder stockholdhaving five shares or less, shall have one vote; having six, and not ers.

No stockholder to have more than

25 votes. And the

shares must have been standing in

ntore than nine shares, shall have two votes; having ten, and not more than fourteen shares, shall have four votes; having fifteen, and not more than nineteen shares, shall have six votes; having twenty, and not more than twenty-four shares, shall have eight votes; having twenty-five, and not more than twenty-nine shares, shall have ten votes; having thirty, and not more than thirty-four shares, shall have twelve votes; having thirty-five, and not more than thirty-nine shares, shall have fourteen votes; having forty, and not more than forty-four shares, shall have sixteen votes; having forty-five, and not more than forty-nine shares, shall have eighteen votes; and having fifty shares and upwards, shall have twenty votes; but no stockholder shall be entitled in his own right, or as proxy, to a greater number than twenty-five votes, nor shall any stockholder vote at any election for directors, unless the share or shares upon which he or she may claim to vote, shall have been standing in his or her name, in the books of the said corporation, for at least three months previous to such election, and such stockholders may vote by proxy, under such rules and regulations as from time to time may be made by the stockholders at any general meeting. SECT. VI. And be it further enacted by the authority aforesaid, That the president and directors of the said corporation, for Powers of the time being, shall have power to appoint such officers, clerks, the president agents and other persons as shall be necessary for conducting and executing the business of the said corporation, as well in the said city of Philadelphia, as elsewhere, and to allow the said persons so appointed such compensation for their services respectively, as they shall deem reasonable; and generally to exercise all other powers and authorities for the well governing and ordering the affairs and funds of the said corporation, as this act confers and allows, or as may be hereafter conferred and allowed by the laws, regulations and ordinances of the said corporation.

his own name for

three months to entitle

him to a vote. Voting by proxy to be allowed,

and direc

tors,

The corpora

prove their

capital stock.

&c.

upon

SECT. VII. And be it further enacted by the authority aforesaid, tion empow- That it may be lawful for the said corporation to employ and imered to improve the capital stock thereof, and all monies received for premiums which the president and directors are by the tenth section of this act directed to retain until the risks. which such premiums have been received, are fully determined in the purchase of any stock of the United States, or of this state, or of any bank authorized by this state, or to lend the same, or any part thereof, upon good and sufficient security, and also to sell and dispose of and transfer all or any of the said stock and securities, and to invest the proceeds thereof in like, and other such stock or securities, and otherwise improve the same for the beneficial purposes of the said corporation: Provided, That no deposit or discount shall be allowed or made in the manner of a banking institution.

Proviso.

be made.

SECT. VIII. And be it further enaced by the authority aforesaid, What insuThat the president and directors shall have full power on behalf rances may of the said corporation, to make insurance against loss by fire, on any house, tenement, manufactory or other building, and on goods, wares, merchandizes and effects therein, and on any ship or vessel upon the stocks, building or repairing, or at moorings, or lying in port, and on goods, wares, merchandizes and effects therein, and on hay, grain, and other agricultural products in barns, stacks or otherwise and generally on all kinds of buildings, and of goods, wares, merchandizes and effects upon the land, or lying in port, and to make, execute and perfect such, and so many contracts bargains, agreements, policies and other instruments as shall or may be necessary, and as the nature of the case shall or may require; and every such contract And in what bargain, agreement and policy to be made by the said corporation, manner. shall be in writing, or in print, and shall be under the seal of the said corporation, signed by the president, and attested and signed by the secretary or other officer who may be appointed by the president and directors for that purpose.

SECT. IX. And be it further enacted by the authority aforesaid, Any insurThat in case any insured named in any policy or contract of in- ed may surance made by the said corporation, shall sell and convey or assign his assign the subject insured, it shall be lawful for such assured to policy. assign, deliver to the purchaser such policy or contract of insur- the assignee. ance, and such assignee shall have all the benefit of such policy or

Powers of

contract of insurance, and may bring and maintain a suit thereon Consent of in his own name: Provided, That before any loss happens he shall he insurer obtain the consent of the insurer to such assignment, and have to be first the same endorsed on or annexed to the said policy or contract obtained. of insurance, executed and signed as a new policy or contract of insurance, to be according to the aforesaid directions, for that purpose, and not otherwise.

dividends

SECT. X. And be it further enacted by the authority aforesaid, That the president and directors shall, on the first Monday in When the April, in the year of our Lord, one thousand eight hundred are to be deand eleven, and on the first Monday in April, and the first clared and Monday in October, in every year thereafter, declare and di- made. vide so much of the profits of the said corporation, as to them shall appear advisable, and the dividend so declared shall be paid to the respective stockholders, agreeably to such rules as Premiums the president and directors shall make for that purpose, but the upon outmonies received as premiums upon risks which remain undeter- standing mined, and are outstanding at the time of declaring such divi- be divided. dend, shall not then be considered as part of the profits of the No dividend said corporation, or divided as such: and if any loss or losses to be made shall happen whereby the capital stock of the company shall be while the lessened, no subsequent dividend shall be made until a sum is reduced. equal to such diminution shall have been added to the capital:

risks not to

capital stock

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