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Lathrop and his associates were incorporated as an assurance company, by the name of the Mutual Assurance Company of the city of Norwich; that the general object of said act of incorporation was to enable the said corporation and their successors to insure buildings against loss and damage by fire; that said company was organized and went into immediate operation, having their office or principal place of business at Nor- wich, and that they and their successors have continued said business of insurance to the present time; that the business of said company has always been managed by a board of directors and the officers by them appointed; that by said charter all buildings insured by said company are required to be appraised by two of said directors; that at the present time there are many buildings insured for large amounts by said company which have been much depreciated in value, and that said company have in several instances been compelled to pay in the settlement of losses a much greater sum than said buildings were actually worth at the present time; praying for an amendment of their charter so that said company may hereafter be authorized to cause at certain stated periods a re-appraisal of all the buildings so insured by them; also praying for an amendment of their charter so that the members of said company may be authorized to obtain additional insurance in other companies, as per petition on file, dated April 30, A. D. 1853:
Resolved by this Assembly, That the board of directors of the Mutual Assurance Company of the city of Norwich, be and they are hereby authorized and empowered to make a new appraisal of all the buildings now insured by said company, at some convenient time between the rising of this assembly and the first day of January, A. D. 1854, and at the expiration of every ten years thereafter. And which said new appraisal shall be and remain as the true value of said buildings for the term of ten years after being so made as aforesaid. Provided, that in case any member of said company shall be dissatisfied with such new appraisal, he may by a written notice to the treasurer of said company withdraw therefrom. Provided also, that after each said new appraisal, the treasurer shall, and he is authorized and empowered to issue new policies of assurance to the several members of said company, in which said policies the value of the property insured shall be in accordance with the new appraisal thereof.
And it is further Resolved by this Assembly, That all persons insured by said company shall be authorized to obtain additional insurance upon their buildings by making an application in writing to said board of directors for leave so to do, which permission shall be indorsed by the treasurer upon their policies; provided that the whole amount of insurance upon said buildings shall not exceed the value of said buildings, as ascertained by said appraisal.
INCORPORATING THE PHONIX INSURANCE COMPANY OF HARTFORD.
PASSED 1854. Resolved by this Assembly, Sec. 1. That Chester Adams, Erastus Smith, J. A. Butler, N. M. Waterman, N. H. Morgan, S. B. Beresford, Ralph Cheney, E. T. Pease, Elisha T. Smith, Wm. Faxon, James C. Walkley and Lyman Stockbridge, with such other persons as may hereafter be duly associated with them, their successors and assigns forever, be and they are hereby constituted a body politic and corporate, by the name of "The Phænix Insurance Company," and by that name shall be and are hereby empowered to purchase, receive, hold, possess and enjoy to themselves and their successors, lands, teneinents and hereditaments, goods, chattels, stocks, choses in action, real and personal estate of every description; and also to sell, convey, grant, alien and dispose of the same; to sue and be sued, plead and be impleaded, in all courts of justice; to adopt and use a common seal, and the same to change at pleasure ; and to enact and execute such by-laws and regulations as they may deem proper for the control and well ordering of said company: provided, that such by-laws and regulations be not repugnant to the constitution and · laws of this state, or of the United States.
Sec. 2. The capital stock of said company shall not be less than one hundred thousand dollars, and may be at any time hereafter increased at the pleasure of said company, to any sum not exceeding three hundred thousand dollars; and shall be divided into shares of one hundred dollars each ; and each subscriber to said capital stock shall pay into the treasury of said corporation, at the time of subscribing, an installment of ten dollars on each share of stock by him subscribed, and shall within sixty days after the time of subscribing, secure the payment of the remaining ninety dollars on each share so subscribed by him, either by a mortgage or mortgayes of real estate, or by indorsed promissory notes, approved by the directors, and said notes shall in all cases be payable within thirty 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 in. stallments, 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 Hartford.
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.five 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 room; and the annual meetings for the choice of said directors, shall, after the first election, be holden in the city of Hartford, on the first Wednesday of June 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, who shall receive such salary or compensation as a majority of said directors shall deterınine; and the directors may elect another from their own body, who shall preside at the meetings of the directors during the absence of the president. And the said directors shall have power to establish such agencies in this state and elsewhere, and appoint such secretaries, agents, clerks and other officers as they shall deem necessary and convenient, 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. And no director except the president, shall be entitled to any salary, unless by vote of the stockholders, in general meeting.
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 said stock; 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 Hartford; 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 on vessels of all descriptions, and on all kinds of goods and merchandise, against marine disasters, and all the hazards of inland navigation; and said corporation shall be liable to make good and to pay to the several persons who may or shall be insured by the 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 cominon seal of said company, and shall be signed by the president or vice president and countersigned by the secretary, and being so signed and executed, 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 every subscriber to the capital stock of said company who shall neglect to pay the installments aforesaid, or secure in the manner aforesaid the residue of each share by him subscribed, shall forfeit to the said company his share or shares, and all payments made thereon and all profits that may have accrued thereon.
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 Hartford, 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 assurance; and as soon as the installments aforesaid shall have been paid and the remainder of the stock secured agreeably to the provisions aforesaid, and the whole done to the satisfaction of said directors, the 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 for at the meeting above provided for to be held by the persons incorporated, 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 said stock, as is provided in the second section of this act, then a new snbscription shall be opened by the directors of said corporation for such additional amount.
Sec. 10. This resolution may be at any time hereafter altered, amended or repealed at the pleasure of the general assembly.
INCORPORATING THE “ PORTLAND MUTUAL FIRE INSURANCE COMPANY."
Resolved by this Assembly, Sec. 1. That Guy Cooper, Joseph Hall, Edward C. Whitmore, Jeremiah H. Taylor, S. Nelson Hall, William R. Smith, Joseph B. Carey, William H. Bartlett, Socrates Tarbox, Jonathan J. Fuller, Edwin Bell, Franklin Payne, Kellogg Strong, S. S. Buckingham, George W. Pettis, Philip H. Sellew, Enoch Sage, John R. Ames and George H. Taylor 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 Portland Mutual Fire Insurance Company, for the purpose of insuring their respective dwelling houses, stores, shops and other bnildings, household furniture and merchandise against loss or damage by fire, whether the same shall happen by accident, lightning or by any other 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 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 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 regulation and gov
ernment 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, be concluded and bound by the provisions of this act.
SEC. 3. That there shall be a meeting of said company at Portland, in the county of Middlesex, some time during the month of July, annually, at which meeting 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 happening in said board may be filled by the remaining members until the next annual meeting, and a majority of the whole number 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 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 every 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 re