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of trustees concerning the management and control of the affairs of the association, subject, however, to every action, prescription, and limitation of or concerning such powers of the committee by the board of trustees or by the appropriate action of any meeting of the shareholders and members of the association. Records of the doings of all meetings of the association, and of its board of trustees and of the executive committee of said board, shall be kept by the secretary of the association or some proper person duly chosen therefor. The executive officers of the association may be chosen by the board of trustees, or by its executive committee where the board of trustees does not act; and they shall hold their offices respectively during the terms provided therefor by the by-laws or until removed or superseded by the executive committee, the board of trustees, or by the appropriate action of a meeting of the shareholders and members of the association.
Sec. 3. General and special meetings of the shareholders and members may be called by the president, or by the executive committee, or by the board of trustees, and where the board of trustees or the president fail to call any meeting as requested by any five shareholders or members of the association, such shareholders or members may themselves call such a meeting. Notice of any general or special meeting of the shareholders and members of the association may be given by publication in some newspaper published or having a considerable circulation in the town of Norwalk, in not less than two successive issues of the paper published not less than five days before the meeting. The shareholders and members of the association present at any meeting duly called under the above provisions of notice, provided they are not less than ten in number, including not less than five who are not members of the board of trustees, may constitute a quorum for the transaction of all business properly brought before the meeting. Meetings of the board of trustees or of its executive committee may be called by the president or secretary of the association or by any two members of the board or committee at any time by any reasonable notice.
SEC. 4. The board of trustees of the association and its executive committee acting for the board and subject to its approval are hereby authorized and empowered to receive, take and hold, in the name and behalf of the association, any and all grants, gifts, and bequests of property of any kind, in trust, to apply the same or the income thereof for the enlargement, embellishment, or care of the grounds of the association or any part thereof, or of any individual lot or lots therein, in any manner or form consistent with the purposes of the association, according to the terms of such grants, gifts, and bequests respectively. And whenever any such grant, gift, or bequest, or any deposit of money or funds, shall be made by any party having an interest in any lot or lots in the grounds of said association, for the care, repair, preservation, improvement, or embellishment of such lot or lots or the erections thereon or structures therein, the board of trustees, or its executive
committee acting for the board and subject to its approval, may give to such party an agreement or obligation binding the association and its successors to carry out the trust as agreed upon, every such power of acceptance and agreement being subject, however, to whatever limitation, if any, that may be prescribed, at any time or from time to time, by the appropriate action of any meeting of the shareholders and members of the association. And all investments and reinvestments of the property of such trusts may be as agreed upon by the parties creating the same or in interest, or in such investments as are then authorized for trust funds under the statutes of this state; and separate accounts shall be kept of all such trusts, with a full statement in each case of the origin and purpose, and all special terms and conditions of the trust.
SEC. 5. In accepting this resolution and its provisions, the then shareholders of the association may include or exclude the following additional provisions or either of them, as the vote of acceptance may provide: a. That no further dividend shall be paid upon any of the present capital stock of the association, and that all future revenue of the association, after providing for its reasonable expenses of
operation, shall be devoted to the care, improvement, protection, and extension of the grounds of the association and to create a fund for those purposes; and that in view of such dedication, the present capital stock of the association shall be deemed to be in effect full paid at its par value: b. That each owner of one or more burial lots in the grounds of the association, of the standard single lot size or value, shall, as such owner, be deemed to be a member of the association, with all the rights, powers, privileges, and liabilities of a shareholder of the association, in the management and control of its affairs, and with one vote, at all meetings of the shareholders and members of the association, for each lot of said size or value so owned by him. And the last owner of record of any lot, according to the records of the association, and his personal or legal representatives, shall be deemed entitled to the above rights and privileges and power of voting on account of such lot; but any person claiming to own or to be in possession or control of any lot under any claim of right or privity of title or agreement from, under, or with any owner of record then deceased, or his legal representatives, may file a notice with the secretary of the association of his claim to represent such lot in the meetings of the association, and the board of trustees or its executive committee, if satisfied of the good faith and propriety of the claim upon such inquiry as they deem needful, may permit such representation as prima facie established, so long as the claim is not disputed by any person claiming and showing to them an adverse interest in the lot.
Sec. 6. The provisions of this resolution shall be deemed to be accepted and included as a part and modification pro tanto of the articles of association, and in effect an amendment of the charter of said association to that extent, if and whenever accepted by the vote
of two-thirds of the shareholders of the association present at a special meeting of the association called and held for the purpose within six months of the approval of the resolution, which meeting may be called by any five shareholders of the association or their legal representatives, by a notice published in not less than three successive issues of some newspaper published in the town of Norwalk not less than five days before the day of meeting.
Approved, April 21, 1903.
[House Joint Resolution No. 28.]
[115.] INCORPORATING THE GUILFORD MUTUAL FIRE INSURANCE COMPANY.
Resolved by this Assembly: SECTION 1. That R. H. Norton, F. H. Rolf, George P. Rolf, George S. Davis, Charles E. Hull, Allen B. Griswold, Edward Eliot, J. H. Monroe, Charles H. Davis, A. H. Lombard, C. H. Norton, Henry H. Mack, A. G. Somers, J. E. Norton, George W. Seward, J. C. Potter, and all other persons who may hereafter become associated with them, be and they are hereby incorporated and made a body politic, by the name of The Guilford Mutual Fire Insurance Company, for the purpose of insuring their respective dwelling 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 fraud or design in the insured, or by the invasion of a public 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 all courts of record; may have and use a common 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 into execution such by-laws, ordinances, and resolutions as may seem necessary or convenient for their regulation and government, and for the management of their affairs, and may do and execute all such acts and things as may be necessary to carry into full effect the purposes intended by this resolution.
SEC. 2. 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 hereinafter provided, shall be deemed and taken to be members thereof, for and during the term specified in their respective policies, and no longer, and shall at all times be concluded and bound by the provisions of this resolution.
SEC. 3. There shall be an annual meeting of said company at Guilford in the county of New Haven, some time during the month of January, at which meeting there shall be chosen, by a major vote of the members present, 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 occurring 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 thereof shall prescribe.
Sec. 4. 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 and the providing of books, stationery, and other things necessary for the office of said company and for carrying on the affairs thereof, and may
the treasurer for the payment of all losses which may have happened, and for expenses incurred in transacting the business 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 on the record his dissent with his reasons therefor.
SEC. 5. 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 ten per cent. of said note shall be paid for the purpose of discharging the incidental expenses of the company, 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, 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 maker thereof.
Sec. 6. Every member of said company shall be and hereby is bound and obligated to pay his proportion of all losses and expenses happening or accruing to said company; and all buildings insured by and with said company, together with the right, title, and interest of the assured 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. 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 damage, and if the party suffering is not satisfied with the determination of the directors, the question may be submitted to referees, in accordance with the terms in the standard fire insurance policy of the state of Connecticut.
SEC. 8. 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 sums 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 the 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, 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. 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 person or persons insured by said company shall receive, toward making good his or their respective losses, a proportionate dividend of the whole amount of said notes, according to the sums by him or them respectively insured; and the liability of the assured is limited to twenty times the amount of the cash payment on his premium note, but any member upon payment of the whole of his deposit note, and surrendering his policy before any subsequent loss or expense has occurred, may be discharged from said company.
Sec. 10. 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 an unencumbered title in fee simple 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 encumbered,