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Sec. 16. It shall be lawful for the persons named in the first section to organize said company by electing a president and secretary, and they may proceed to business when they have received written applications for insurance amounting to fifty thousand dollars, or when they have received notes amounting to twenty thousand dollars, predicated upon policies to be taken or to remain in the company as a guaranty capital for the term of three or five years, at a rate of interest not exceeding six per cent. per annum to the signers of the same. And in case such notes are received, the signers thereof shall be liable for such losses as occur during the term for which said notes are given, and any amount or part of said notes that may be collected for losses, shall form a debt against said company, to be paid with interest out of the first profits realized thereafter.
Sec. 17. These resolves may be altered, amended or repealed at the pleasure of the legislature.
INCORPORATING THE STAMFORD HEALTH INSURANCE COMPANY.
Upon the petition of John W. Leeds, Alexander N. Holly, Joseph D. 'Warren, William T. Minor, Edwin Bishop, Roswell Hoyt, Samuel K. Satterlee, Royal L. Gay and Stephen B. Provost, citizens of Stamford, in the county of Fairfield, praying for a charter for a Health Insurance Company:
Resolved by this Assembly, SEC. 1. That the petitioners and all others who may become members of the company hereby incorporated, their successors and assigns forever, be and they hereby are created and made a body corporate and politic, for the purpose of making contracts for insurance upon health, by the name of “The Stamford Health Insurance Company,” and by that name shall be, and hereby are empowered to purchase, receive, have, hold, possess and enjoy, to themselves and their successors, lands, tenements, hereditaments, goods, chattels and effects, of every kind and nature that may be necessary or convenient for the business of said corporation, and the same to grant, alien, sell and dispose of; to sue and be sued, plead and be impleaded in all courts of justice; to have and use a common seal, and the same to change at pleasure; and to ordain and put in execution such by-laws and regulations as they may deem proper for the well ordering of said corporation and its affairs; provided, they be not repugnant to the laws of the United States or this state, or to the provisions of this act of incorporation.
SEC. 2. The capital stock of said corporation shall not exceed one hundred thousand dollars, and shall be divided into shares of twenty-five dollars each; and there shall be paid into the treasury of said corporation by each subscriber to the said capital stock at the time of subscription, an installment of five dollars on each share of stock by him subscribed; and the remaining twenty dollars on each share so subscribed, shall within thirty days from the time of said subscription, be secured to be paid either by mortgage on real estate or by such endorsed promissory notes as shall be approved by the directors of said corporation, and shall be payable in thirty days after a demand shall be made in some newspaper published in Stamford, or some other paper published in Fairfield county, or the same may be made payable in regular installments, at stated periods, at the discretion of the directors.
Sec. 3. The stock, property and affairs of said corporation shall be managed and conducted by not less than five nor more than nine directors, to be chosen by ballot from among and by the stockholders; which directors shall hold their offices until the second Monday of May next ensuing their election, and until others are chosen to supply their places; and the annual meeting for the choice of said directors shall after the first election be holden in the village of Stamford, on the second Monday of May, or such other day in the month of May as shall be appointed by the board of directors. In the choice of directors as aforesaid, cach stockholder voting shall be allowed one vote for every share of stock by him then held; and none but stockholders shall be eligible to the office of director.
Sec. 4. The directors shall choose out of their number a president and vice president of their corporation, and in case of the absence of either of them from business, may, so often as necessity shall require, elect from among themselves a president and vice president for the time being; and in case any vacancy shall occur in said direction, said directors may elect a director or directors from among the stockholders to fill such vacancy, who shall hold his or their office until others are chosen in their places. And the directors for the time being shall have power to establish and appoint such and so many officers, clerks, agents or agencies, in this state or elsewhere, as shall be by them deemed convenient or necessary for conducting and performing the business of said company, to fix their compensation, to take bonds from all or any of them with surety, conditioned for the faithful execution of their several duties; and to make such covenants and agreements as may be deemed necessary for the well ordering of the affairs of said corporation. At all meetings of the directors, if the president is not present, the vice president shall preside, and in the absence of both, the directors shall appoint a president pro tempore.
Sec. 5. Public notice, by order of the directors, shall be given at least one week previous to any meeting of the stockholders, in a newspaper printed in the borough of Stamford, or in such other way as they may dtem expedient.
Sec. 6. The capital stock of said corporation shall be transferable according to the rules and regulations prescribed by the stockholders; and every subscriber of any share or shares of said stock who shall neglect to pay the installments aforesaid, or to secure as aforesaid the residue of the share or shares by him subscribed, shall forfeit to the said corporation such share or shares, and all payments made thereon, and all profits that may have arisen thereon.
SEC. 7. The business of said corporation shall be confined to health insurance.
SEC. 8. Whenever nine persons shall have become subscribers to the capital stock of said corporation, they may, upon the call of John W. Leeds, Alexander N. Holly and William T. Minor, or either two of thein, meet together at the time and place named in said call, and adopt snch rules and regulations as may be necessary or convenient for commencing or carrying on business under this act They may also, at the same time and place, choose a board of directors in the manner herein before provided, who shall hold their offices, with all the powers given to directors by this act, until others are chosen to supply their places. And when the said rules and regulations have been adopted and the directors chosen as aforesaid, and when the board of directors shall have been organized pursuant to the provisions herein before made, the said corporation shall have power to insure the health of such persons only as are or may become subscribers to the capital stock, until one hundred shares of said capital stock have been subscribed for, and the installment aforesaid has been actually paid in, and the residue of such subscriptions has been secured to be paid in the manner herein before required; but after the said one hundred shares of said stock have been subscribed for, and the installment aforesaid has been paid in, and the residue of said subscription has been secured as aforesaid, the said corporation may exercise all the powers and privileges conferred by this act.
Sec. 9. All policies of insurance or other contracts authorized by this act, which shall be made and entered into by said corporation, may be either with or without the seal thereof, and shall be subscribed by the president, (or such other officer as shall be designated for the purpose by the by-laws of said corporation,) and attested by the secretary; and being so signed, executed and attested, shall be binding and obligatory upon said corporation, according to the true intent and meaning of such policies and contracts; and all such policies and contracts may be so made, signed, executed and attested, withont the presence of the board of directors, by the president and vice president, or either of them, or by a coinmittee of directors previously appointed for that purpose by said board, or by such other person as they may appoint; and the acts of such president and vice president, or either of them, or of such committee or person appointed, shall be binding and obligatory upon said corporation.
Sec. 10. The capital stock of said corporation shall be invested at the discretion of the directors, either in loans upon bonds and mortgages or unincumbered real estate, of the value of at least fifty per cent. more than the amount loaned thereon, or in United States or state stocks, or stocks created by any state of the United States, or may be loaned upon endorsed promissory notes not having more than twelve months to run; and the same may be called in and re-loaned on the like security as occasion inay require.
Sec. 11. The directors of said corporation shall, on the first Monday in May, annually, cause a statement to be made and a balance struck of the affairs of said corporation, and if there shall be any ascertained profits, after paying all the losses and expenses of the year preceding, and providing for outstanding risks, they shall first set apart from said profits and divide among the stockholders a sum equal to an interest of six per cent. per annum, on the amount of capital stock actually paid in, if so much remain after paying said losses and expenses and providing for said risks ; and in case of such dividend not being made in any one year, it may be made good at a subsequent period, when the net resources of the corporation shall be sufficient for the purpose.
Sec. 12. After providing for risks, losses, incidental expenses and dividends, as specified in the preceding section, one half of the remaining profits, if any, shall be reserved by the directors and applied towards the payment of the capital stock which shall have been subscribed for before the striking of the balance of the affairs of said corporation, as aforesaid, and the other half of said remaining profits inay be divided among the stockholders and the insured.
Seo. 13. After the whole capital stock authorized by this act shall be subscribed for and actually paid in, the stockholders shall be entitled to an annual dividend of six per cent; provided, the net surplus receipts of the corporation, over and above their losses and expenses, shall be sufficient for the purpose; and the residue of said surplus receipts, after paying said losses and expenses, may be divided among the stockholders and the insured: but no interest shall be paid or dividends declared, either to the stockholders or to the insured, whereby the capital stock of said corporation shall be reduced or iinpaired ; and if any loss shall happen, whereby the capital stock of said corporation shall be lessened, no subsequent dividend shall be made until a sum equal to such diminution shall have been added to said capital stock.
Sec. 14. The stockholders of said corporation shall in no event be liable over and above the amount of stock by them held, and the other funds belonging to them in their corporate capacity; and when such stock and funds shall be absorbed by the losses, debts and expenses of said corporation, all liability or responsibility on the part of said stockholders shall cease.
Sec. 15. Whenever dividends are made, they shall be made to the stockholders and insured, in such manner and proportions as the by-laws of the corporation shall prescribe. All dividends remaining unpaid more than one year after the saine have been declared, shall be advertised, by publishing the amount thereof and the name of the persons entitled thereto, for at least three weeks, in some newspaper printed in Stamford or in some paper published in Fairfield county. If not demanded within one year after the last publication of such advertisement, such dividends shall become forfeited to said corporation.
Sec. 16. The directors shall have power to require every person subscribing to the stock of said corporation to effect insurance therein, either upon his own health or upon the health of some other person, for such length of time as they shall prescribe; and every person effecting insurance in said corporation shall have the privilege of subscribing for one share of said stock, until the whole number of shares authorized by this act shall be taken up. But insurances may be made and risks taken by said corporation, at the request of the parties insured, without their becoming stockholders or being entitled to any of the profits thereof.
Sec. 17. Suits at law may be maintained by any stockholder, or person insured, against said corporation, for losses or damages insured against by them, if payment shall be withheld more than thirty days after the same shall be due and payable by the terms of the policy of insurance, and after the said corporation shall have been duly notified of such loss or damage. And no stockholder or person insured, not being in his individual capacity a party to such suit, shall be deemed incompetent as a witness.
Sec. 18. If it shall so happen that an election of directors of said corporation shall not take place at the annual meeting thereof in any year, said corporation shall not thereby be dissolved, but an election may be had at any time within one year, to be fixed upon, and notice thereof to be given by the directors. And it shall be the duty of said corporation to make, annually, a report to the general assembly, of its capital subscribed and paid in, also the amount of its bonds and mortgages and other personal and real security, with a description thereof.
Sec. 19. This act may be altered, amended or repealed, at the pleasuse of the general assembly.
Sec. 20. Nothing in this act contained, shall be so construed as to authorize said company to engage in the business of banking.
INCORPORATING THE STATE FIRE INSURANCE COMPANY.
Resolved by this Assembly, Sec. 1. That John B. Robertson, George D. English, John S. Beach, Charles L. Chaplain, Henry Peck, Jeremiah A. Bishop, Benjamin Noyes and Charles Bates, with such persons as may hereafter be duly associated with them and their successors forever, be and they are hereby constituted a body politic and corporate, by the name of the State Fire' 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 tenements and hereditaments, goods, chattels, stocks, choses in action, real and personal estate of every description, necessary for the use and purposes of said company; and also to sell, convey, grant, alien and dispose of the same, and to sue and be sued, plead and be impleaded in all courts of justice; to adopt and use a common seal and to change the same 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.
SEO. 2. The capital stock of said company shall not be less than one hundred thousand dollars, and may at any time hereafter be increased at the pleasure of said company, to any sum not exceeding two hundred thousand dollars, and it shall be divided into shares of one hundred dollars each; and each subscriber to said capital stock shall pay into the treasury of said company 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 mortgage or mortgages of real estate, or by endorsed promissory notes approved by