JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY.

Commonwealth of Massachusetts, in the year one thousand eight hundred and sixty-two. An act to incorporate the John Hancock Mutual Life Insurance Company. Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:

Nathaniel Harris, James P. Thorndike, Gerry W. Cochrane, their associates and successors, are hereby made a corporation by the name of the "John Hancock Mutual Life Insurance Company," to be established and located in the city of Boston, for the purpose of making insurance upon lives; with all the powers and privileges, and subject to the duties, liabilities and restrictions set forth in so much of the fiftyeighth chapter of the general statutes as relates to mutual life insurance companies, and all other acts which are or may be in force relative to such companies.

House of Representatives, April 18, 1862. Passed to be enacted.
ALEX H. BULLOCK, Speaker.

In Senate, April 19, 1862. Passed to be enacted.

Approved April 21, 1862.

JOHN H. CLIFFORD, President.
JOHN A. ANDREW.

BY-LAWS.

SEC. I. Annual Meetings.-The annual meeting of the company shall be held at its home office, on the second Monday of February, in each year, at twelve o'clock, noon.

SEC. 2. Special Meetings.-Special meetings of the company may be called by vote or written request of three-quarters of the directors, and the secretary shall give notice thereof, by advertisement in some daily newspaper, published in Boston, at least seven days before the meeting.

SEC. 3. Quorum of Directors.-Ten members shall constitute a quorum at any meeting of the company, but policyholders in arrears of premiums at the hour of meeting shall not be entitled to vote or to be recognized as members.

SEC. 4. Examining Committee.-At each annual meeting there shall be held an election for three directors who shall hold office for the term of four years, and if the meeting deems it expedient, there may be chosen an examining committee of three policyholders, only one member of which shall be a member in two successive years, which committee, if chosen, shall meet at the home office of the company in the month of January following the election, and make a thorough examination of the affairs of the company, obtaining at the expense of the company such actuarial or other aid as may be needful, and reporting the result of the examination at the annual meeting next ensuing. Any vacancy in the examining committee may be filled by the directors.

SEC. 5. Eligibility to Directorate.-No person shall be eligible as a director unless he be insured in the company to the amount of not less than one thousand dollars, is a citizen of Massachusetts, and shall have been nominated by two or more members, by writing filed with the secretary at least thirty days before the meeting at which the election is held. A three-quarters vote of qualified members voting shall be necessary to elect.

SEC. 6. Directors to Manage Company.-The directors shall have the control and management of the business and affairs of the company, and the distribution of its surplus funds; they shall present a report at every annual meeting, with a full statement of the condition of the company, its assets and liabilities. They shall meet on the day after the annual meeting, and at such meeting, or some adjournment thereof, choose by ballot from their own number, a president, first and second and third vice-presidents and a committee of finance, consisting of three members; and they may also at this meeting or any regular monthly meeting elect a secretary, treasurer, and such other officers as they shall deem proper; they may fix the compensation and define the duties of all the officers, and remove them, or any of them at any time.

SEC. 7. Ineligibility of Interested Persons.-No person shall be eligible as an elective or appointed officer who has any interest in commissions on premiums payable to the company.

SEC. 8. Vacancies in the Board.-Each officer elected by the directors shall, unless removed, hold office until the next annual meeting, and until a successor is elected. Vacancies in the board of directors, occurring in any manner, whether by failure to elect or otherwise, may be filled by the directors.

SEC. 9. Meeting of Directors.-Regular meetings of the directors shall be held on the second Monday of each month; special meetings may be called by the president or any two directors; written or printed notices of all meetings shall be sent to the directors by mail, post-paid, or personal delivery, by the secretary. Five members shall constitute a quorum for the transaction of business.

SEC. II. Officers to Give Bonds.-The president, vice-presidents, secretary and assistant secretaries, treasurer and assistant treasurer, shall each give bond, with sufficient sureties, in such sums as the directors may, from time to time, determine, for the faithful performance of the duties of their respective offices. The committee of finance shall approve these bonds, and examine them in the month of March in each year, and the directors may require new bonds whenever they shall see fit. The bonds of the president and vice-presidents shall be in custody of the chairman of the committee of finance, those of the secretary and treasury departments shall be kept by the president.

SEC. 12. Who may Sign Checks.-Checks shall be signed by the president or one of the vice-presidents and by the treasurer or assistant treasurer, or by one of the committee of finance, in place of any one of said officers. All legal or other instruments shall be executed, and when it is requisite, acknowledged or made oath to, in such manner as the directors shall, from time to time, determine. SEC. 13. Limit of Risk.-No risk shall be taken on any one life for a greater amount than twenty-five thousand dollars, without a special vote of the directors. SEC. 14. Alteration of By-Laws.-These by-laws may be, by a three-quarters vote, altered, amended or added to at any meeting of the company, provided, that a copy of the proposed changes be placed before the directors in writing at least thirty days before such meeting, but no changes shall effect the tenure of office of any officer chosen prior thereto.

THE LIFE INSURANCE COMPANY OF VIRGINIA.

LAWS OF VIRGINIA. CHAPTER 159.

An Act to incorporate The Life Insurance Company of Virginia. Approved March 21, 1871.

SEC. I. Be it enacted by the General Assembly of Virginia, that A. G. McIlwaine, D'Arcy Paul, David B. Tennant, Robert B. Bolling, Wm. Cameron, Wm. R. Mallory, John Arrington, John Mann, R. G. Pegram, Robert H. Mann, Reuben Ragland, T. T. Brooks, Wm. R. Johnson, Robert D. McIlwaine, S. W. Venable, Dr. Thomas Withers, S. A. Plummer, George Cameron, J. C. Riddle, C. W. Spicer, Wm. A. Bragg, Dr. James Dunn, Dr. D. W. Lassiter, Samuel B. Paul, H. L. Plummer, George H. Davis, J. C. Drake, David Callendar, A. A. Allen, Bartlett Roper, J. P. Williamson, J. M. West, C. Baker Raine, Robert Harrison, Jr., Robert A. Martin, and all other persons who shall hereafter become stockholders in the company hereby incorporated, are hereby created a body politic and corporate by the name and style of The Life Insurance Company of Virginia, for the purpose of carrying on the business of insurance on lives, and to make all and every insurance appertaining thereto or connected therewith; to cause themselves to be reinsured; to grant endowments; to grant, purchase, or dispose of annuities, and to contract for reversionary payments; and shall and may have perpetual succession, and shall be capable in law of contracting and being contracted with, and of suing and being sued, pleading and being impleaded, either in law or equity, in all the courts of record in this State or elsewhere, and they and their successors shall and may have a common seal, and may change the same at their will and pleasure, and may also, from time to time, ordain and establish such by-laws, ordinances and regulations, the same not being inconsistent with the laws of the State and of the United States, as may appear to them necessary or expedient for the management of said corporation, its business, and affairs, and may, from time to time, alter, amend, or repeal the same, or any of them.

SEC. 2. And be it further enacted, that the capital stock of said company shall not be less than two hundred thousand dollars, divided into shares of one hundred dollars each, with the privilege to increase the same, from time to time, by a vote of the stockholders at any annual or special meeting; and should the capital stock at any time be in

creased, the stockholders, at the time of such increase, shall be entitled to a pro rata share of such increase upon the payment of the par value of the same.

SEC. 3. When the said capital stock of two hundred thousand dollars is subscribed, the company shall be organized, and the persons named in Sec. 1, or such of them as become subscribers to the capital stock, shall be directors, of whom A. G. McIlwaine shall be president, and D'Arcy Paul and D. B. Tennant shall be vice-presidents. Said officers and directors shall continue until the second day of April, eighteen hundred and seventy-two, or until their successors are elected. In case of a vacancy from any cause, the remaining directors may fill said vacancy until a meeting of the stockholders.

SEC. 4. The capital stock subscribed shall be payable by each subscriber, at such time or times, and in such proportion as it may be called for by the president and directors; and if any such subscriber shall fail to pay the sum so called for, upon every share so held, within twenty days after the same has been so called for, then the said amount may be recovered by motion, upon twenty days' notice in writing, in any court of record in the city of Petersburg, or place of residence of the holder of the stock, at the option of said company: Provided, that before said company commences active business, the president and directors shall require of the subscribers to the capital stock, ample security for the amount subscribed by them respectively, not called for in cash.

SEC. 5. The affairs of said company shall be managed by the president and directors, five of whom shall constitute a quorum. They shall appoint such officers and clerks as they may find necessary, to conduct the business of the company, and allow them suitable compensation; all of whom shall hold their places during the pleasure of said board. They shall have power also to appoint agents in any part of the State or elsewhere, and at their discretion, may take from them, bond with security, conditioned for the faithful discharge of their duties, such agents being removable at the pleasure of the president, subject to the approval of the board. The said board of directors shall allow to the president a reasonable compensation for his services.

SEC. 6. The board of directors shall elect two of their number, who, together with the president and the two vice-presidents, shall constitute a finance committee; and four of their number, who, together with the president, shall constitute an executive committee. When the board of directors are not in session, the executive committee may exercise all the powers vested in the company (except as shall be otherwise provided by the board of directors, or the by-laws, ordinances or

regulations of the company), a majority of whom may constitute a quorum to do business.

SEC. 7. Any policy of insurance issued by the Life Insurance Company of Virginia, on the life of any person, expressed to be for the benefit of any married woman, whether the same be effected originally by herself or her husband, or by any other person, or whether the premiums thereafter be paid by herself or her husband or any other person as aforesaid, shall inure for her sole and separate use and benefit, and that of her or her husband's children, if any, as may be expressed in said policy, and shall be held by her, free from the control. or claim of her husband or his creditors, or of the person effecting the same and his creditors.

SEC. 8. That it shall be lawful for said corporation to purchase, hold and convey real estate as follows:

First. Such as shall be requisite for its immediate accommodation in the convenient transaction of its business; or,

Second. Such as shall have been mortgaged to it in good faith, by way of security, for loans previously contracted, for moneys due; or, Third. Such as shall have been purchased at sales upon judgments, decrees, or mortgages, obtained or made for such debts; or,

Fourth. Such as shall have been conveyed to it in satisfaction of debts previously contracted in the course of its dealings.

The said corporation shall not purchase, hold, or convey real estate in any other case, or for any other purpose; and all such real estate as shall not be necessary for the accommodation of said company, in the convenient transaction of its business, shall be sold and disposed of within six years after the said company shall have acquired title to the same, and it shall not be lawful for the said company to hold such real estate for a longer period than that above mentioned.

SEC. 9. That the president, under the supervision of the finance committee, shall have power to invest the capital stock and accumulated profits, or surplus funds of the said company, in such manner as they may deem best for the interest of the company; but the stockholders of this company shall not be liable for any loss, damage, or responsibility, beyond the amount of stock subscribed by them respectively, and any profits accruing therefrom and undivided; and the premium reserve or reinsurance fund shall be invested in or loaned out upon the following securities and no other:

First. The real estate as herein described.

Second. Bonds or negotiable paper, secured by mortgage or deeds of trust on unencumbered real estate, worth, in each case, at least double the amount loaned.