strued to forbid the vice-president, with the approval of the committee on agencies, from exercising his or their discretion in the matter of advances necessary to be made to agents in the legitimate prosecution of the business of the company, or the purchase by the company of the renewal interest of an agent. ARTICLE 25. There shall be a minute of the yeas and nays on the decision of all questions, whenever the same shall be required by any member of the board.

ARTICLE 26. No alteration or amendment to the by-laws shall be made, unless submitted at a previous stated meeting; and to adopt such alterations or amendments, the votes of at least fourteen trustees shall be required.

PHOENIX MUTUAL LIFE INSURANCE COMPANY.

GENERAL ASSEMBLY, MAY SESSION, 1851.

[Incorporators Empowered.]-Resolved by this assembly, that Barzillai Hudson, Benjamin E. Hale, James B. Hosmer, Thomas S. Williams, Francis Gillette, Francis Parsons, Edson Fessenden, and all others who may become associated with them as stockholders, as hereinafter provided, their successors and assigns forever, be, and they hereby are created and made a body corporate and politic, for the purpose of life insurance, and for the other purposes hereinafter mentioned, by the name of the "American Temperance Life Insurance Company," and by that name shall be and hereby are empowered to purchase, have, hold, possess and enjoy to themselves and their successors, such lands, tenements, hereditaments, goods, chattels and effects of every kind as may be necessary to the transaction of the business of said company, and the same to grant, alien, sell, invest 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 and renew at pleasure, and to ordain and put in execution such by-laws and regulations as they may deem proper for the well ordering and government of said corporation, and the transaction of its business; provided, they be not repugnant to the laws of the United States, or of this State, or to the provisions of this act of incorporation.

SEC. 2. [Capital Stock Authorized.]-That the capital stock of said corporation shall be one hundred thousand dollars, with power to increase the same at any time hereafter, by a vote of the majority of stockholders at any stockholders' meeting assembled, to two hundred thousand dollars, and shall be divided into shares of fifty dollars each; and there shall be paid into the treasury of said corporation, by each subscriber to said capital stock, at the time of subscribing for the same, an instalment of five dollars on each share of stock by him subscribed for; and a further instalment of three dollars on each share shall be paid within twenty days after the organization of said company, and the remainder of said shares so subscribed for shall, within twenty days after the organization of said company, be secured to be paid either by bond and mortgage on real estate, or by such endorsed promissory notes as shall be approved of by the directors of said corporation and by the comptroller of public accounts of this State, and shall

be payable in such times as the directors may determine, and such endorsers shall have a lien on the stock for which such note or notes are given.

SEC. 3. [Capital Stock Transferable.]-That the capital stock of said corporation shall be transferable according to the rules and regulations of the company, and if any subscriber of any share or shares of said stock, shall neglect or refuse to pay the instalments as aforesaid, or to secure the payment of the residue of the stock by him subscribed as aforesaid, for the space of sixty days after the same shall become due or required, and after he or they have been notified thereof, the stock of such negligent stockholders shall be sold by the directors, at public auction, giving at least twenty days' notice thereof, in some newspaper printed in Hartford, and the proceeds of such sale shall be first applied in payment of the instalment called for, and the expenses attending the sale, and the balance, if any, shall be refunded to the owner of said stock; and such sale shall, in all respects, entitle the purchaser to all the rights of a stockholder to the extent of the shares so bought.

SEC. 4. [Character of Business Authorized.]-The said corporation is authorized and empowered to make insurances, predicated upon the lives of persons, and on such terms and conditions as shall be from time to time ordered and provided for by the by-laws of said corporation; and to make contracts upon any and all conditions appertaining to, or connected with, life risks, of whatever kind or nature, and policies may be issued, stipulated to be with or without participation in profits by the insured; but all dividends which shall be declared upon such insurances, or declared to stockholders, which are not claimed and called for within six months after the same have been declared, shall be advertised for at least three weeks in some newspaper printed in Hartford, and if not demanded within one year after the publication. of said notice, shall become forfeited to said company.

SEC. 5. [Policies to Married Women.]-That policies may be issued by said company to any married woman in her name, or in the name of a third person as trustee, to cause to be insured the life of her husband, for any given period, or for the term of his natural life; and in case of her surviving her husband, the sum or net amount of insurance shall be payable to her for her sole use and benefit, free from any claims of either or any of the creditors or representatives of her husband; and in case of death of the wife before the decease of the husband, the amount of the insurance may be made payable after her death to her child or children, for his, her or their benefit, or their guardian or guardians, if under age.

SEC. 6. [Married Women's Policy Exempt from Creditors.]—That policies of insurance issued by said company on the life of any person, expressed to be for the benefit of a married woman, whether the same be effected by herself or her husband, or by any other person in her behalf, shall inure to her separate use and benefit, and that of her or her husband's children, if any, as may be expressed in said policies, independently of her husband and his creditors and representatives, and also independently of any other person effecting the same in her behalf, his creditors and representatives.

SEC. 7. [Child May Insure Life of Parent.]-That it shall be lawful for any child by himself or herself, and in his or her name, or in the name of any third person as his or her trustee or guardian, to cause to be insured for his or her sole use, the life of his or her parent; and the sum or net amount of the insurance becoming due and payable by the terms of the insurance, shall be payable to him or her, and for his, her or their own use, free from the claims of the representatives of his or her parent, or any of his, her or their creditors.

SEC. 8. [Election of Directors.]-That the office of said company shall be located in the city of Hartford, and the stock, property and affairs of said corporation shall be managed and conducted by no less. than five, or more than eleven directors, a majority of whom shall reside in this State; and after the first year, all to be chosen by ballot from among and by the stockholders; which directors, as also those of the first year, shall hold their offices until the first Tuesday in June next ensuing their election or appointment, and until others are chosen to supply their places; and the annual meeting for the choice of directors shall be holden at the city of Hartford, on the first Tuesday in June, or on such other day in the month of June as shall be determined by the by-laws of said corporation. In the choice of directors as aforesaid, each stockholder present, or represented by his attorney, shall be allowed one vote for each and every share of stock then held by him, and none but stockholders shall be eligible to the office of director, and a majority of said directors shall constitute a quorum for the transaction of business.

SEC. 9. [When Annual Election is Not Held.]-That if it shall so happen that an election of directors of said corporation shall not take place at the time of the annual meeting thereof in any year, said corporation shall not be dissolved thereby, but an election may be had at any time within one year thereafter, the time to be designated, and notice thereof given by the directors; and public notice, by order of the directors, shall always be given, at least ten days previous to any meeting of the stockholders, in a newspaper printed in Hartford, and

in such other way as may be deemed expedient. And the president shall have power to call special meeting of the stockholders, whenever requested thereto by a majority of the directors.

to

SEC. 10. [Commissioners to Receive Subscriptions.]—That carry out the provisions of this act, and to organize the said corporation, Hezekiah S. Ramsdell, A. T. Judson and Amos M. Collins, be, and they hereby are, appointed commissioners for the purpose of receiving subscriptions to the capital stock thereof and the first instalment thereon; and, as such, are hereby authorized to receive such subscriptions, and to close the subscription books of said company, when the said capital stock shall be fully subscribed, or, in case the capital stock shall be oversubscribed, to distribute and apportion the same among subscribers, as the said commissioners shall deem proper; and when five hundred shares of said capital stock shall have been subscribed for, and the first instalment aforesaid has been paid thereon, said stockholders may elect a secretary and six directors, who, with said secretary, shall constitute the first board of directors, who shall hold their offices, with all the powers given to directors by this act, until others are chosen to supply their places; and the directors may, after the stock shall all have been subscribed for, issue a call for a meeting of the stockholders, for the purpose of electing the remainder of the directors. The directors shall adopt such by-laws, rules and regulations as may be necessary and convenient for commencing and carrying on business. under this act.

SEC. II. [The Directors to Choose Officers.]—That the directors may choose a president, vice-president and secretary of their corporation, and appoint such other officers, clerks and agents and establish such agencies, as shall be by them deemed advisable for conducting the business of the company; fix their compensations, and take bonds. from any and all of them for the faithful performance of their duties, and make such covenants and agreements as may be deemed necessary. The president and vice-president shall be chosen from among the directors, and shall hold their appointments for one year, and until others are chosen to supply their places; but the other officers, clerks and agents of said company may be displaced and new ones appointed, at the pleasure of the directors. In the absence or disability of the president, the vice-president shall preside, and if both are absent or disabled, the directors may choose a president pro tempore; and in case any vacancy shall occur in the board of directors, the remaining directors may choose a director or directors from among the stockholders, to fill such vacancy, who shall hold their appointment until others are chosen to supply their places.