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the directors, and said notes shall in all cases be payable within ninety days after a demand, by order of the directors of said company, or each subscriber shall pay the said remaining ninety dollars per share, in regular installments at stated periods, if thereto required by the directors, in and by a call published in one or more newspapers published in the city of New Haven.
Sec. 3. All the affairs of said company shall be managed and controlled by a board of not less than twelve nor more than twenty directors, who shall be chosen by ballot, solely from among and by the stockholders, which choice shall be made by a majority of votes present, and said directors shall hold office for one year or until others are chosen in their stead; and the annual meeting for the choice of said directors shall, after the first election, be holden in the city of New Haven, on the first Wednesday in February in each year, or within one month thereafter, as shall be appointed by said board of directors.
Sec. 4. The directors shall determine how many of their number shall constitute a quorum for the transaction of business, and may fill any vacancy which may occur in their board between the annual meetings of the stockholders, by choosing a director or directors from among the stockholders, who shall continue in office until a successor or successors shall be chosen, and the directors shall elect one of their number to be president of said company, and they shall have power to elect a vice president and a secretary, and appoint such agents, clerks and other officers, in this state and elsewhere, as they shall deem necessary and convenient, and to fix their respective compensations; and also to perform such other acts and exercise such other powers as they shall deem expedient for the well ordering of the affairs of said company.,
Sec. 5. The president shall have power at any time to call a special meeting of the stockholders; and it shall be his duty to call a special meeting of said stockholders when thereto requested by the holders of one-quarter of the capital stock of said company, and public notice shall be given at least two weeks previous to any meeting of the stockholders, whether annual or special, by advertising in a newspaper published in the city of New Haven; and all questions at any meeting of the stockholders shall be determined by a majority of votes, allowing one vote to each share. Provided, no stockholder shall, by virtue of the number of shares he may be the owner of, in any case, be entitled to more votes than one-tenth the whole number of shares; and said stockholders shall be entitled to vote in person or by proxy duly appointed.
Sec. 6. Said corporation may make insurance against the loss by fire, on all kinds of real, mixed and personal property, of every description ; and are also authorized to insure against all the hazards of inland navigation and transportation. And said corporation shall be liable to make good and to pay to the several persons who may or shall be insured by said corporation, for all losses they may sustain in the subject matter insured, in accordance with the terms of the contract of insurance and of the form of the policies issued by said company, which said policies and all other contracts of said company may be made with or without the common seal of said company, and shall be signed by the president or vice president and the secretary, and being so signed, executed and delivered, shall be obligatory on said company. 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 personally liable to said corporation or to the assured, as the case may be.
Sec. 7. The capital stock of said corporation shall be transferable according to the rules and regulations prescribed by the directors; and in case any stockholder shall neglect to pay the installments which may be laid on his stock, or to secure the payment of the unpaid portion of his stock as aforesaid, the stock of such negligent stockholder may be sold by the directors at public auction, giving at least ten days' notice thereof in some newspaper published in New Haven, and the proceeds of such sale shall be first applied in payment of the whole amount remaining unpaid thereon, and the expenses attending the advertisement of sale, and the residue shall be refunded to the owner.
Sec. 8. The persons named in the first section of this act, or a majority of them, are authorized to call a meeting of the persons hereby incorporated, to be holden in the city of New Haven at such time as they shall appoint; which meeting may be organized by a moderator and such committees as shall be deemed proper; and said meeting may be adjourned from time to time, until said corporation shall be organized agreeably to the charter. The stock shall be taken up to the amount of one hundred thousand dollars, before said directors shall be chosen, and before said corporation shall make any insurance; and as soon as the installments aforesaid shall be paid, and the remainder of the stock secured agreeably to the provisions aforesaid, and the whole done to the satisfaction of said directors, the said company may, commence business.
Sec. 9. Should there be more than one hundred thousand dollars of the capital stock of the company hereby incorporated, subscribed in the manner before provided, then the amount aforesaid may be apportioned among the subscribers by the persons calling the meeting; and should it at any time be deemed best by the said corporation to increase the capital stock of said company, as is provided in the second section of this act, then a new subscription shall be opened by the directors of said corporation for such additional amount.
Sec. 10. The directors of said corporation shall cause to be deposited in the office of the comptroller of this state, a statement of its affairs annually, which statement shall be sworn to by the president and secretary of said company, and shall exhibit its condition as respects income, losses, expenses and assets at the time of making such statement.
Sec. 11. This act may be at any time hereafter, altered, amended or repealed at the pleasure of the general assembly.
INCORPORATING THE STRATFORD MUTUAL FIRE INSURANCE COMPANY.
UNIY. OF MICH. LAW LIBRARY.
Resolved by this Assembly, Sec. 1. That Jesse Olney, Claudius B. Curtiss, Lewis H. Russell, Henry Dikeman, Alfred Burritt, Lewis Wells, Gould Blakeman, John O. M. Park, Lewis Beers, and Joseph Ufford, and all other persons who may hereafter become members of said company in the manner herein after prescribed, be and they hereby are incorporated and made a body politic, by the name of The Stratford Mutual Fire Insurance Company, for the purpose of insuring their respective odwelling houses, stores, shops and other buildings, household furniture and merchandise, against loss or damage by fire, whether the same shall happen by accident, lightning, or by any means except that of design in the insured, or by the invasion of an enemy or insurrection of the citizens of this state or any of the United States; and by that name may sue and be sued, plead and be impleaded, appear, prosecute and defend in any court of record or elsewhere; may have and use a cominon seal; may purchase and hold such real and personal estate as may be necessary to effect the objects of their association, and the same may sell and convey at pleasure; may make, establish and put in execution such by-laws, ordinances and resolutions, not being contrary to the laws of this state and of the United States, as may seem necessary or convenient for their reg. ulation and government, and for the management of their affairs, and do and execute all such acts and things as may be necessary to carry into full effect the
purposes intended by this grant. Sec. 2. That all and every person and persons, who shall become interested in said company by insuring therein, and also their respective heirs, executors, administrators and assigns, continuing to be insured therein as herein after provided, shall be deemed and taken to be members thereof, for and during the terms specified in their respective policies and no longer, and shall at all times during such membership be concluded and bound by the provisions of this act.
Sec. 3. That there shall be a meeting of said company at Stratford, in the county of Fairfield, some time during the month of May annually, at which meeting shall be chosen by ballot, a board of directors, consisting of not more than twelve nor less than five members, who shall continue in office one year and until others are chosen and shall have accepted the trust in their stead. All vacancies happening in said board may be filled by the remaining members, until the next annual meeting, and a majority of the whole shall constitute a quorum for the transaction of business. Special meetings of the company may be called by order of the directors, or in such other manner as the by-laws may have prescribed.
Sec. 4. That the board of directors shall superintend the concerns of said company, and shall have the management of the funds and property thereof, and of all matters and things thereunto relating, not otherwise provided for by said company. They shall have power from time to time to appoint a secretary, treasurer and such other officers, agents and assistants as to them may seem necessary, and prescribe their duties, fix their compensation, take such security from them as they may deem
necessary for the faithful performance of their respective duties, and may remove them at pleasure. They shall determine the rates of insurance, the sum to be insured on any building, not exceeding three-fourths of its value, and the sum to be deposited for the insurance thereof. They shall order and direct the making and issuing of all policies of insurance, the providing of books, stationery and other things needful for the office of said company and for carrying on the affairs thereof, and may draw upon the treasurer for the payment of all losses which may have happened, and for expenses incurred in transacting the concerns of said company. They shall elect one of their own number to act as president, and may hold their meetings monthly, and oftener if necessary, for transacting the business of the company, and shall keep a record of their proceedings, and any director disagreeing with a majority of the board, at any meeting, may enter his dissent, with his reasons therefor, on record.
SEC. 5. That any person who shall become a member of said company, by effecting insurance therein, shall, before he receives his policy, deposit his promissory note for such sum of money as shall be determined by the directors, a part, not exceeding five per cent. of which note, shall be paid for the purpose of discharging the incidental expenses of the institution, and the remainder of said deposit note shall be payable in part or the whole, at any time when the directors shall deem the same requisite for the payment of losses or other expenses ; and at the expiration of the term of insurance, the said note, or such part of the same as shall remain unpaid, after deducting all losses and expenses occurring during said term, shall be relinquished and given up to the signer thereof.
SEC. 6. That every member of said company shall be and hereby is bound and obliged to pay his proportion of all losses and expenses happening or accruing in and to said company; and all buildings insured by and with said company, together with the right, title and interest of the assur ed to the lands on which they stand, shall be pledged to said company; and the said company shall have a lien thereon against the assured during the continuance of his, her or their policies.
Sec. 7. That in case of any loss or damage by fire happening to any member, upon property insured in and with said company, the said member shall give notice thereof in writing, to the directors or some one of them, or to the secretary of said company, within thirty days from the time such loss or damage may have happened ; and the directors, upon a view of the same, or in such other way as they may deem proper, shall ascertain and determine the amount of said loss or damages, and if the party suffering is not satisfied with the determination of the directors, the question may be submitted to referees, or the said party may bring an action against said company for said loss or damage, at the next court having jurisdiction of the same, to be holden in and for the county of Fairfield, and not afterwards, unless said court shall be holden within sixty days after said determination ; but if holden within that time, then the next court having jurisdiction of the same, holden in said county, thereafter; and if upon trial of said action a greater sum shall be recovered than the amount determined upon by the directors, the party suffering shall have judgment therefor against said company, with interest from the time said loss or damage happened, and costs of suit; but if no more shall be recovered than the amount aforesaid, the said party shall not recover costs, and the said
company shall recover their costs; provided, that execution shall not issue on any judgment against said company, until after the expiration of three months from the rendition thereof.
Sec. 8. That the directors shall, after receiving notice of any loss or damage by fire, sustained by any member, and ascertaining the same, or after the rendition of any judgment as aforesaid, against said company, for such loss or damage, settle and determine the same to be paid by the several members thereof, as their respective proportions of such loss, and publish the same in such manner as they shall see fit, or as the by-laws shall have prescribed, and the sum to be paid by each member shall always be in proportion to the original amount of his deposit note or notes, and shall be paid to the treasurer within thirty days next after the publication of said notice. And if any member shall, for the space of thirty days after such notice, neglect or refuse to pay the sum assessed upon him, her or them, as his, her or their proportion of any loss, as aforesaid, in such case the directors may sue for and recover the amount of his, her or their deposit note or notes, with costs of suit; and the money thus collected shall remain in the treasury of said company, subject to the payment of such losses and expenses as have or may thereafter accrue; and the balance, if any remain, shall be returned to the party from which it was collected, on demand, after thirty days from the expiration of the term for which insurance was made.
Sec. 9. That if it shall ever so happen that the whole amount of the deposit notes should be insufficient to pay the loss occasioned by any fire, the sufferers insured by said company shall receive, toward making good their respective losses, a proportionate dividend of the whole amount of said notes, according to the sums by them respectively insured ; and, in addition thereto, a sum to be assessed on all the members of said company, not exceeding fifty cents on every hundred dollars by them respectively insured, and the said directors may sue for and collect the same by any proper action ; and the said member shall never be required to pay for any loss occasioned by fire at any one time more than fifty cents on each hundred dollars insured in said company, in addition to the amount of his deposit note, nor more than that amount for any such loss after his said note shall have been paid in and expended ; but any member upon payment of the whole of his deposit note, and surrendering his policy before any subsequent loss or expense has accrued, may be discharged from said company.
Sec. io. That the said company may make insurance for any term not exceeding five years ; and any policy of insurance issued by said company, signed by the president and countersigned by the secretary, shall be deemed valid and binding on said company, in all cases where the assured has a title in fee simple, unincumbered, to the building or buildings insured, and to the land covered by the same; but if the assured have a less estate therein, or if the premises be incumbered, the policy shall be void, unless the true title of the assured and the incumbrance on the premises be expressed therein.
SEO. 11. That the directors shall settle and pay all losses within three months after they shall have been notified thereof, as aforesaid, unless they shall judge proper to replace the property destroyed or repair the