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INCORPORATING THE NORWICH MANUFACTURERS' MUTUAL FIRE INSURANCE
Resolved by the General Assembly, Seo. 1. A. D. Lockwood, Edmund Wilkinson, Nehemiah T. Adams, John F. Slater, Arnold Fenner, Samson Almy, A. H. Almy, John Tracy, Erastus Williams, Moses Pierce, John B. Young, their associates and successors, hereby are enacted a body politic and corporate, by the name of the Norwich Manufacturers' Mutual Fire Insurance Company, to be located in the town of Norwich, for the purpose of insuring manufactories and other buildings or their contents against loss or damage by fire; and by that name are and forever hereafter shall be capable in law to have, hold, purchase, possess, enjoy and retain to themselves and their successors, lands, tenements, hereditaments, goods, chattels and effects of what kind or nature soever, necessary to effect the object of their association, and the same to grant, sell, demise or alien and dispose of; and by that name to sue and be sued, plead and be impleaded, answer and be answered unto, in all courts of record or in any other place or places whatsoever; and also to have and use a common seal, and the same to alter and renew at pleasure; and to ordain, establish and put in execution such by-laws, ordinances and regulations, (they not being contrary to law,) as shall seem necessary and convenient for the government of said corporation; and generally to do and execute all acts, matters and things which to them may appertain.
Sec. 2. All and every person or persons who shall at any time become insured by or with said company, and also their respective heirs, executors, administrators and assigns, (being allowed by their by-laws to continue as persons insuring in said company,) shall be members thereof for and during the time specified in their respective policies, and no longer, and shall be bound by all doings of said company in conformity to this act.
Sec. 3. The direction and management of all affairs and funds of said company, shall be entrusted with and committed to thirteen of the members, who shall be styled the directors, seven of whom shall constitute a quorum, and all questions before them shall be determined by a majority of those present at any legal meeting.
Sec. 4. A general meeting of the company shall be holden in Norwich on the first Monday in October next ensuing, for the purpose of choosing directors and transacting other necessary business; the manner of elections to be prescribed by the by-laws; and other general meetings shall be convened when ordered by the directors, with power to transact any business. Notice of the time and place of all general meetings, (except the first ensuing, which shall be called by A. D. Lockwood or John F. Slater,) shall be given by the secretary or president at least seven days before holding the same, in some paper printed in Norwich. At all such meetings, fifteen members (who are insured at least to the amount of one hundred and fifty thousand dollars) shall constitute a quorum; and the determination of a majority of the votes of those present shall be conclusive and binding on the whole company. Each member shall be entitled to one vote, with the right of voting in elections by proxy; provided, that when two or more members are iusured in the same policy, they shall be entitled to but one vote.
SEC. 5. The directors shall meet as soon as may be after their election, and choose one of their number to be president; and they shall choose a secretary and such other officers as they may deem necessary. The secretary shall be sworn to the faithful performance of his duty, and shall keep a true record of all votes and proceedings at the general meetings of the corporation and at the meetings of directors, and of all policies issued by the corporation, and of all assignments of such policies consented to by them; and the record of such policies and assignments shall be open to the inspection of any person interested therein. All the officers shall hold their offices until others are chosen in their places; and all vacancies may be filled by the directors at their regular monthly meetings; the elections by the directors to be made for the unexpired terms, and the persons so chosen shall hold their offices until the next annual meeting of the stockholders. The office of director may be deemed as vacated whenever any director shall move out of the state, die or refuse or neglect to attend to any of the duties of director for the space of three calendar months successively. The lirectors shall hold regular meetings on the first Monday of every month, and oftener if found necessary, at which meetings they shall fix upon the place of doing business, the compensation to be allowed their officers and agents, determine the rate of premium to be charged, and the amount to be insured upon any one risk; provided no more than twenty thousand dollars shall be taken in any one risk, and that no more than three-fourths the value of any property shall be insured ; and all policies of insurance by them made, subscribed by the president, or in case of his death, inability or absence, by any two of the directors, and countersigned by the secretary, shall be binding upon the corporation.
Sec. 6. The board of directors of said company are hereby authorized to delegate to an executive committee to be appointed by them from their own numbers, such of their powers as they may deem expedient, for the more prompt and advantageous management of their business.
SEC. 7. When the sum subscribed to be insured by the associates shall amount to three hundred thousand dollars, the said corporation may and they are hereby authorized to insure for a term not exceeding two years, any manufactories or other buildings, or their contents, against loss or damage by fire, and the party insured shall, before receiving 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 which 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, the said note, or such part of the same as shall remain unpaid, after deducting the due proportion of such part of all losses and expenses occuring during said term, shall be relinquished and given up to the maker thereof, and in case of losses or expenses exceeding the resources of said corporation, the directors may from time to time assess such excess upon the deposit notes of members as may be necessary.
Sec. 8. Whenever the said corporation shall make insurances upon any building or other property, which they are by this act authorized to insure, the said building with the land on which the same stands, with all fixtures, machinery, tools and implements so insured, shall be held by said corporation as security for any deposit note, which they may hold of the member for whom they are insured. And the policy of insurance to any member or members of said corporation upon his, her or their building and fixtures, machinery, tools or implements shall of itself create a lien upon said building with the land on which the same stands and upon the fixtures insured therein, for the sum of any such deposit note, and the cost which may accrne in collecting the same, without any other act in law whatever, and said lien shall continue during the existence of said policy or till the amount of said deposit note shall be paid, or otherwise secured to the satisfaction of said corporation, notwithstanding the transfer or alienation thereof.
Sec. 9. All moneys which shall be received by said corporation for premiums, shall under the direction of the president and directors be invested in stocks, notes, bonds or other productive securities, and the same with the income thereof be appropriated to pay the expenses of said corporation, losses which may occur, or in return dividends to the members of the corporation.
Sec. 10. Whenever any person shall sustain any loss by fire of buildings or other property insured by said corporation, he shall as soon after the fire as possible, and within sixty days thereafter, give notice thereof in writing at the office of the corporation. And it shall be the duty of the president or such directors or agents as may be fixed upon for that purpose, to proceed immediately to the place where said fire happened, and determine in writing, under his or their hands, the amount, if any, of said corporation's liability for such loss; and if the sufferer shall not acquiesce in such determination, said sufferer may within ninety days after notice of said determination, and not afterwards, bring an action at law against said corporation for such loss before any court of competent jurisdiction to try the same. And in case the sufferer shall not in such action recover more than the damage determined in the manner aforesaid, the plaintiff shall have judgment in said action, but the corporation shall recover their costs, and execution shall issue for the balance in favor of the party entitled to it; provided, however, that said parties may in all cases, if the sufferer does not acquiesce in such determination, submit his claims to referees, to be mutually agreed upon, whose award shall be returnable at the superior court, next to be holden within and for the county of New London, and be final; and the said court shall enter up a judgment and issue execution thereon.
SEC. 11. When the corporation's liability shall be ascertained, in either of the ways mentioned in this act, and the funds on hand belonging to the said corporation are sufficient to pay the same, the president and directors shall cause the same to be paid to the sufferer, at the office of the said corporation, within thirty days after the amount is so ascertained and the demand therefor shall have been made for the same at said office. And if it shall so happen that the funds on hand belonging to said corporation are insufficient to pay and satisfy said liability, the said president and directors shall immediately cause an assessment to be made upon the deposit note of each member, and canse the same to be forthwith collected and paid over to the sufferer, in the time and manner above mentioned.
Sec. 12. If any member of said corporation, or the legal representative of any member, shall neglect or refuse to pay the amount which may be assessed upon the deposit note in the manner above mentioned, for the space of thirty days after demand shall have been made for the payment of the same, in the manner said corporation shall appoint, he or they shall be liable to the suit of the corporation therefor, to be proceeded with as to judgment and execution as in other cases; or the said corporation may enforce their lien on the premises insured, by a proceeding in a court of equity, in the nature of a foreclosure.
Sec. 13. Whenever sufficient goods or estate of said corporation cannot be found to satisfy any execution issued against them, upon a judgment recovered on any policy made by them, and the said corporation have goods or estate to satisfy such execution, and the directors shall neglect or refuse to pay the same; or if the directors shall, for thirty days after the rendition of such judgment, refuse or neglect to make such an assessment as they may be authorized to make therefor and to direct the same to be collected; or if they shall refuse or neglect to apply such an assessment when collected toward satisfying such execution, then in either of the cases aforesaid, the directors shall be personally liable for the whole amount of the execution, and the same may be recovered of them in an action of debt on this statute.
Sec. 14. Any director who shall voluntarily or by compulsion pay any execution against said corporation for which he is personally liable, may have a bill in equity in the superior court for a contribution against any other director or directors for his or their proportion thereof. And every director shall also have a remedy by action against the corporation for any money so paid by him.
Sec. 15. The following named persons are hereby appointed directors of said company until others are appointed in their stead, viz: A. D. Lockwood, Edmund Wilkinson, Nehemiah T. Adams, John F. Slater, Arnold Fenner, Samson Almy, Á. H. Almy, John F. Tracy, Erastus Williams, Moses Pierce and John B. Young.
Sec. 16. This act may be at any time amended, altered or repealed by the general assembly.
AMENDING CHARTER OF THE MUTUAL ASSURANCE COMPANY OF NORWICH.
Upon the petition of the Mutual Assurance Company of the city of Norwich, in the county of New London, showing to this assembly that at a session of the general assembly, held at Hartford, in May, 1795, Joshua