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SEC. 2. The directors of said company are hereby authorized to exchange its certificates of stock now outstanding of the present value of five hundred dollars for shares of an equivalent amount of stock at the par value of one hundred dollars per share.
Approved, March 19, 1903.
[Senate Joint Resolution No. 33.]
Resolved by this Assembly: SECTION 1. That James L. Howard, Hugh Harbison, Nathaniel Shipman, Henry P. Stearns, William B. Clark, Austin C. Dunham, Pliny Jewell, George Roberts, Charles C. Beach, Frederick R. Foster, Sylvester C. Dunham, Charles L. Spencer, John R. Hills, John E. Morris, James G. Batterson, and John B. Lunger, with such other persons as are or may hereafter be associated with them as stockholders, as hereinafter provided, and their successors and assigns forever, be and they are hereby created and established a body politic and corporate by the name of The Travelers Indemnity Company, with power under that name to sue and be sued; to plead and be impleaded in the courts of this state and elsewhere; to adopt a common seal and the same to use and alter at pleasure; to purchase, acquire, have, hold, enjoy, and possess both real and personal property of every kind, and the same to sell, grant, alien, invest, use, and dispose of for the purposes of the corporation; to make and carry into effect all such by-laws and regulations as may be deemed proper for the management of the affairs of the corporation, not repugnant to its charter, the laws of this state or of the United States, and from time to time to amend the same; and generally to do and cause to be done and executed all such acts and things as may seem necessary and proper within the limitations herein contained.
SEC. 2. Said corporation may make insurance as follows, to wit: (a) Guarantee the fidelity of persons in positions of trust, private or public; guarantee titles and the validity of written instruments; guarantee the performance of contracts and other obligations; and execute or guarantee bonds and undertakings required or permitted in all actions or proceedings at law or otherwise where bonds are or may be required. (b) Against loss or damage by burglary, robbery, or theft, any or all of them. (c) Against loss or damage to glass. (d) Against loss or damage by water to goods or premises arising from the breakage or leakage of sprinklers and water pipes. (e) Upon elevators and loss or damage to life or property resulting therefrom and upon steam boilers and upon pipes, engines, motors, and machinery connected therewith and operated thereby; against explosions, collapse, rupture, and other accidents and against loss or damage to life or property resulting therefrom; and to make inspection of and to issue
certificates of inspection upon elevators and upon boilers, pipes, engines, motors, and machinery. (f) To any person, firm, or corporation against loss or damage on account of the bodily injury or death by accident of any person,
for which loss or damage said person, firm, or corporation is responsible. (g) Against any other casualty or insurance risk connected therewith, which now or hereafter may lawfully be a subject of insurance. And the corporation shall make good and pay to the person or persons, firms, or corporations insured by it all losses sustained within the subject-matter of and in accordance with the terms and conditions of the policies of insurance issued by the corporation, which said policies of insurance as well as other contracts of the corporation may be made with or without its common seal, and shall be signed by such officers, agents, or attorneys in fact as the directors may appoint for that purpose. No stockholder shall be responsible in his private capacity or estate for any debt or liability of the corporation, but in case of the violation of this charter intentionally or of a fraud, the person guilty thereof shall be personally liable to the corporation or to the insured, as the case may be. Said corporation is hereby authorized to reinsure in any company or companies any and all risks taken under its charter, upon such conditions as may be prescribed or approved by the directors, and in like manner to write reinsurance upon like risks.
SEC. 3. The capital stock of the corporation shall be two hundred and fifty thousand dollars, and may at any time hereafter be increased to any sum not exceeding in the whole two million dollars, and shall be divided into shares of one hundred dollars each. Each subscriber to the capital stock shall pay at the time of subscribing therefor into the hands of the commissioners hereinafter named, for the benefit of the corporation, an instalment of ten dollars on each share of stock by him subscribed, and the remaining ninety dollars on each share shall be paid in such instalments and at such times as the directors of the corporation may demand; provided, however, that the whole of the subscribed capital stock shall be paid in within one year after the organization of the corporation, and if any subscriber or any holder of any share or shares of said capital stock shall neglect or refuse to pay any instalment as aforesaid for the space of thirty days after the same shall be required or become due and after he has been notified thereof in accordance with the by-laws, the stock of such negligent stockholder may be sold by order of the board of directors at public auction or otherwise at such place in the city of Hartford or elsewhere as the directors may elect, and the proceeds of such sale shall be first applied in payment of the instalment or instalments called for and the expenses attending the sale, and the balance, if any, shall be refunded to such delinquent stockholder; and such sale shall in all respects entitle the purchaser thereat to all the rights of a stockholder to the extent of the shares so bought. The capital stock shall be transferable according to the rules and regulations established by the corporation.
SEC. 4. The principal office of the corporation shall be located at the city of Hartford in the state of Connecticut, and all of the affairs of the corporation shall be managed by a board of not less than nine directors, a majority of whom shall be citizens of the state of Connecticut, and each of whom shall be the owner of at least five shares of the capital stock. The directors shall be chosen and hold office in the manner following, to wit: At the first meeting of the stockholders, nine persons, qualified as aforesaid, shall be chosen by ballot by and from the stockholders as directors, and the directors thus chosen shall at their first meeting divide themselves by lot or ballot into three equal classes, the first of said classes to hold office for the term of one year, the second to hold office for the term of two years, and the third to hold office for the term of three years; and as the term of each class shall expire, three directors as their successors shall be elected annually thereafter for the term of three
In each instance directors shall hold office until their successors are chosen in their stead. The first , meeting of the stockholders for the choice of directors shall be held at a time and place within the city of Hartford to be appointed for that purpose by the commissioners hereinafter named, of which meeting at least six days' notice shall be given by publication thereof in two daily newspapers published in the city of Hartford, at which meeting the stockholders who have subscribed to the capital stock as aforesaid may adopt such by-laws, rules, and regulations as may be necessary for carrying on the business permitted by this charter.
SEC. 5. The annual meetings of the corporation after the first ineeting as aforesaid shall be held at such time in each year and with such notice as the by-laws shall prescribe. If it shall so happen that the corporation shall fail to hold its annual meeting at the time specified for the same in any year, or shall fail to elect directors thereat, the corporation shall not be dissolved nor its rights impaired thereby, but a special meeting for that purpose shall be called by the president or by a majority of the directors of said corporation in case of his refusal or neglect so to do; and in case of the refusal of the president and of the directors to call such meeting, a special meeting may be called by the holders of one-third of the capital stock (provided that said holders shall not be less than one-fourth in number of the stockholders) by a writing designating the time and place and giving the same notice as is required by the by-laws for calling an annual meeting, and at such meeting directors, to fill the places of the directors whose terms of office shall have expired, may be elected.
SEC. 6. The directors shall determine how many of their number not less than three shall constitute a quorum for the transaction of business, and may fill any vacancy which shall occur in the board between the annual meetings of the stockholders, by choosing a director or directors, from among the stockholders, to act until the next annual meeting and until a successor or successors shall be chosen.
SEC. 7. The directors shall choose a president, vice-president, and one or more secretaries of the corporation and may appoint such
other officers, clerks, and agents and establish such agencies in this state and elsewhere as shall be by them deemed advisable for conducting the business of the corporation; fix the compensation of officers and employes; and take bonds for any or all of them for the faithful performance of their duty. The president and vice-president shall be chosen from among the directors and shall hold their appointments for one year and until others are chosen, but the other officers and employes of the corporation may be displaced and new ones appointed at the pleasure of the directors. In the absence or disability of the president, the vice-president shall preside, and if both are absent or disabled, the directors may choose a president pro tempore.
SEC. 8. The president shall have power at any time to call a special meeting of stockholders, and it shall be his duty to call a special meeting of said stockholders when thereto requested in writing by the holders of at least one-fourth of said capital stock, and public notice of any such special meeting of the stockholders shall be given at least two weeks previous thereto by publication thereof in two daily newspapers published in the said city of Hartford.
SEC. 9. At all meetings of the stockholders all questions shall be determined by a majority vote of those present, allowing one vote to each share, and stockholders shall be entitled to vote in person or by proxies duly appointed.
Sec. 10. To carry out the provisions of this resolution and to organize said corporation Sylvester C. Dunham and Johri B. Lunger of Hartford and Charles L. Spencer of Suffield are hereby appointed commissioners to receive subscriptions to the capital stock of the corporation hereby incorporated, and they or a majority of them are hereby empowered to open books for such subscriptions in the city of Hartford at such times and places as shall be appointed by them, of which two weeks' previous notice shall be given by publication thereof in two daily newspapers published in the city of Hartford, and also to receive the first instalment on said capital stock; and they or a majority of them are hereby authorized to close the subscription books of said corporation when the capital stock to the amount of two hundred and fifty thousand dollars shall have been subscribed, and in the event that said capital stock shall be over-subscribed, distribute and apportion the same pro rata among the subscribers as aforesaid, and when the capital stock shall have been subscribed for and the first instalment paid thereon as provided therein, the said commissioners shall call the first meeting of the stockholders and the same may be held as hereinbefore provided. When the by-laws shall have been adopted and the directors shall have been chosen as aforesaid and when the board of directors shall have been organized by the choice of a president and secretary, the commissioners herein authorized to receive the first instalment of the capital stock shall pay over the same to the officers elected as aforesaid, and said corporation may thereupon exercise all the powers and privileges conferred by this resolution.
Sec. 11. From time to time and until the paid capital stock shall equal the maximum hereby permitted, the directors may open new subscriptions for such additional amount or amounts as may be deemed best by the corporation.
Approved, March 25, 1903.
[Substitute for Senate Joint Resolution No. 31.]
[38.] AMENDING THE CHARTER OF THE WHEELER SCHOOL AND LIBRARY.
Resolved by this Assembly: That section four of the charter of The Wheeler School and Library, approved May 23, 1899, is hereby amended by striking out of said section the words“ not exceeding in value altogether one hundred and fifty thousand dollars” and inserting in lieu thereof the words “ necessary or convenient for the purposes of the corporation," so that said section when amended shall read as follows: Said corporation is empowered to acquire by purchase, gift, bequest, or devise, and to hold, sell, and convey any real estate and personal estate necessary or convenient for the purposes of the corporation, and also to receive by gift, bequest, or devise any property, real or personal, under such lawful conditions and restrictions as to its use as may be imposed by the donor.
Approved, March 25, 1903.
[Senate Joint Resolution No. 182.]
(39.) AMENDING THE CHARTER OF THE EATON, COLE AND BURNHAM
COMPANY. Resolved by this Assembly: SECTION 1. That section one of the resolution incorporating The Eaton, Cole, and Burnham Company, approved March 16, 1887, be and it is hereby amended by adding at the end of said section the following: “and the capital stock of said company may be increased from time to time, from three thousand five hundred shares of the par value of one hundred dollars each, its present capital, to five thousand shares of the par value of one hundred dollars each, by a majority vote of the stockholders of said company at a meeting or meetings duly held for that purpose,” so that said section when amended shall read as follows: That The Eaton, Cole, and Burnham Company, a joint stock corporation organized under the laws of this state, and located at Bridgeport, may and shall hereafter have the right to and may exercise its corporate franchise, and have and enjoy all the rights, powers, and privileges herein granted, and whenever it shall have accepted this act by a vote of its stockholders at a meeting duly called for that purpose, may conduct