or at any other time the board shall direct. All committee business shall be transacted at a regular meeting, the time for which shall be fixed by order of the committee or by a special call issued by the secretary for that purpose.

21. Duties of Officers.-The president shall preside at all meetings of the directors, and shall be ex-officio a member of all standing committees (except the auditing committee), and chairman of the finance committee. He shall have general supervision of the business and estate of the company, and shall report from time to time to the board or finance committee, and keep them advised of all business of the company, and shall prepare a report for the annual meeting of the stockholders, which shall be presented to the board for approval before being submitted to the stockholders. He may, with the duly recorded assent of the finance committee, transfer stocks, satisfy mortgages, make and call in investments and execute other conveyances of personal property, and, in conjunction with the secretary, shall execute all contracts and other papers necessary to the transaction of the business of the company, and in general shall have the power to do all the acts necessary and proper as the chief executive officer of the corporation.

* * * *

29. Transfers of Stock.-The stock of this company shall be assignable only on the books of the company in person or by duly authorized attorney or representative, and a transfer book shall be kept by the transfer agent in which all assignments and transfers of stock shall be made, and which shall be witnessed by the transfer agent. Transfers of stock shall be suspended for five days preceding the day on which dividends shall be declared payable, and dividends shall be paid to the stockholders in whose names the stock shall stand on the day on which the books are closed.

30. Certificates of stock of the company shall be issued to the stockholders, signed by the president or one of the vice-presidents, with the seal of the company duly affixed thereto and countersigned by the treasurer and by the transfer agent. When stock is transferred, the certificates therefor shall be returned to the transfer agent and canceled and new certificates issued.

31. All transfers and conveyances of real estate shall be made by the company, under the seal thereof, in accordance with an order of the board, and shall be signed by the president and the secretary, or by a vice-president and the assistant secretary, in their absence.

32. Fiscal Year.-The fiscal year of the company shall be commenced on and with the first day of January, and shall terminate on and with the thirty-first day of December of each and every year.

33. Annual Statement.-A full statement of the affairs and business of the company shall be made at the January meeting of the board in each year, when the annual division of surplus may be declared, provided a majority of the board be present.

34. Amendments.-The by-laws of this company may be changed, altered and amended, from time to time, at any general meeting of the stockholders, or at any special meeting called for that purpose.

SECURITY LIFE AND ANNUITY COMPANY OF AMERICA.

AN ACT TO INCORPORATE THE SECURITY LIFE AND ANNUITY COMPANY OF AMERICA.

Approved March 1, 1902.

I. Be it enacted by the General Assembly of Virginia, That E. L. Shelton, F. L. Smart, H. H. Baker, E. D. Newman and H. G. Turner, their associates and successors, be, and they hereby are, created a body corporate and politic under the name of the Security Life and Annuity Company of America.

2. This company is authorized and empowered to transact a general life insurance business, and, in general to make all contracts whatsoever pertaining to the business of insuring lives, or the granting of annuities or endowments, and to do every act and thing not inconsistent with the laws of this State or of the United States in the conduct of life insurance business.

3. This company may acquire and hold real estate, bonds, stocks, or other property, and sell, rent, or lease the same, and loan or borrow money or transact any other business that may be necessary for the proper conduct of the business mentioned in the second section of this act, and in conformity with the laws of the State of Virginia.

4. This company is authorized to carry on its business in the State of Virginia and elsewhere, and its home office shall be in the city of Richmond, Va.

5. This company is to conduct its business as a mutual life insurance company with definite periodical premiums and without capital.

stock.

6. The business of this company shall be conducted and managed by a board of not less than five directors, and shall have authority to adopt all necessary by-laws not inconsistent with the laws of the State of Virginia or of the United States.

7. All taxes and demands at any time due the State shall be paid in lawful money, and not in coupons.

8. This act shall be in force from its passage.

A Copy-Teste:

JNO. W. WILLIAMS,

Clerk of the House of Delegates and Keeper of the Rolls of Virginia. July 15, 1903.

CERTIFICATE AND APPLICATION FOR RE-INCORPORATION OF THE SECURITY LIFE AND ANNUITY COMPANY OF AMERICA.

To the State Corporation Commission:

The Security Life and Annuity Company of America, a mutual life. insurance company chartered under the laws of the State of Virginia, by act of assembly approved March 1, 1902, hereby makes application for re-incorporation as a stock company under its present corporate name of the "Security Life and Annuity Company of America," as provided by act of assembly entitled: "An act Authorizing Mutual Life Insurance Companies chartered in this State to re-incorporate as stock companies under their existing corporate names," and pursuant thereto, makes the following certificate:

(1) That at the regular monthly meeting of the board of directors of the Security Life and Annuity Company of America held at its office in Philadelphia, Pa., on May 20, 1903, resolutions were adopted as follows:

"Whereas, It is considered to be to the interest of this company to re-incorporate as a stock company under the provisions of an act recently passed by the General Assembly of Virginia entitled, “An act authorizing Mutual Life Insurance Companies chartered in this State to re-incorporate as stock companies under their existing corporate

names.

"Resolved, That a special meeting of the policyholders of the company is hereby called, to meet at Murphy's Hotel in the city of Richmond, Va., on Friday, the twelfth day of June, 1903, at 10 A. M., to consider and determine the question of re-incorporating as a stock company under the terms of said act; and in case such re-incorporation is determined upon, to adopt such resolutions as may be required to carry out such determination of the company.

"The secretary is directed to give immediate notice to all policyholders entitled thereto under the terms of said act, of the time, place and object of said special meeting."

(2) That pursuant to said action of the board of directors of said. company, the undersigned, E. L. Shelton, secretary of said company, on the twenty-first day of May, 1903, mailed to each member of said company, directed to the address appearing on the books of said company, written notice as follows:

"To

"PHILADELPHIA, May 21, 1903.

"You are hereby notified that, by resolution of the board of directors adopted at its regular monthly meeting held May 20, 1903, a special

meeting of the members of the Security Life and Annuity Company of America has been called to meet at Murphy's Hotel, in Richmond, Va., on Friday, June 12, 1903, at 10 o'clock A. M. for the purpose of considering and determining the matter of re-incorporating said company as a stock company under the provisions of an act of the general assembly of Virginia, approved May 15, 1903, entitled, "An act authorizing mutual life insurance companies chartered in this State to re-incorporate as stock companies under their existing corporate names;" and of providing, by proper resolutions, to carry such reincorporation into effect, should it be determined upon.

"Upon such re-incorporation $100,000 in solvent bonds will be deposited by the company for the protection of its policyholders as required by the act above referred to.

"THE SECURITY LIFE AND ANNUITY COMPANY OF

AMERICA.

Per (Signed) "E. L. SHELTON,
"Secretary."

(3) That pursuant to said call, and notice thereof, a special meeting of members of said company assembled at Murphy's Hotel, in Richmond, Va., and was held on June 12, 1903, at 10 A. M., of which meeting the undersigned E. L. Shelton was made secretary, and it was ascertained that out of a total membership of four hundred and one (401) entitled to participate in said meeting there were present and participating in person and by proxy two hundred and fifty-six (256) members, that number being a majority of the members of said company.

(4) That at said meeting the following resolutions were unanimously adopted, viz.:

(2) That application be made to the State corporation commission for the issuance of a certificate of re-incorporation of this company as a stock company under its present corporate name, under the provisions of an act of Assembly of Virginia, approved May 15, 1903, entitled, "An act authorizing mutual life insurance companies chartered in this State to re-incorporate as stock companies under their existing corporate names.

(b) That the capital stock of this company be one hundred thousand dollars to be fully paid up and issued in shares of the par value of $100 per share.

(c) That this company as re-incorporated shall have and enjoy all the other and further rights, powers and privileges conferred by, and be subject to all liabilities and other provisions of its original charter as granted by the General Assembly of Virginia by act approved March

I, 1902, and by the said act of Assembly of Virginia, approved May 15, 1903, and all the general powers and privileges as provided by the Constitution and laws of the State of Virginia in so far as applicable thereto.

(d) The officers and directors who shall, until its next regular annual meeting, unless sooner changed, manage the affairs of this corporation are as follows: Directors-F. L. Smart, Philadelphia, Pa.; E. L. Shelton, Philadelphia, Pa.; J. K. Tener, Charleroi, Pa., H. H. Baker, Winchester, Va.; E. D. Newman, Woodstock, Va.; G. E. Tener, Pittsburg, Pa.; of whom E. D. Newman shall be president; H. H. Baker shall be vice-president; E. L. Shelton, secretary, and J. K. Tener, treasurer, R. L. Montague, Shafer building, Richmond, Va., is named as agent upon whom process against this corporation may be served.

In testimony whereof, the said Security Life and Annuity Company of America has caused this its application for re-incorporation to be signed by H. H. Baker, its president, to be sealed by its corporate seal and to be attested by E. L. Shelton, its secretary, at the city of Richmond Va., this twelfth day of June, 1903.

H. H. BAKER,

ATTEST:

President.

E. L. SHELTON,
Secretary.

APPLICATION AND CERTIFICATE FOR AMENDMENTS TO THE CHARTER OF THE SECURITY LIFE AND ANNUITY COMPANY OF AMERICA.

The Security Life and Annuity Company of America, chartered under the laws of the State of Virginia by act of assembly approved March 1, 1902, and re-incorporated June 12, 1903, as a stock company, hereby makes application for the amendment of its charter in the particulars hereinafter set forth, and in order thereto makes the following certificate:

1. That at the regular monthly meeting of the board of directors of the Security Life and Annuity Company of America, held at its office in Philadelphia, Pa., on December 16, 1903, resolutions were adopted as follows:

"Whereas, It is considered that it will be to the interest of the company to secure such amendments of its certificate of incorporation as shall prescribe (a) that the maximum of stock that may be issued by this company be increased to five hundred thousand dollars; (b) that the par value of shares be changed from one hundred dollars per share to ten dollars per share; and (c) that the company be authorized to write health and accident insurance.