to others for personal injuries, fatal or otherwise, or injury to property connected with personal injuries, resulting from accidental causes. Approved April 12, 1893.

AMENDMENT OF 1905.

Resolved by this Assembly:

SEC. 1. From and after the annual meeting of the stockholders of The Travelers Insurance Company to be held in January, 1906, the board of directors of the said company shall consist of not less than nine nor more than fifteen members, as the stockholders may from time to time determine, to be chosen as hereinafter provided.

SEC. 2. At the annual meeting of the company to be held in January, 1906, the stockholders shall elect not less than nine nor more than fifteen directors, and the directors so elected shall divide themselves by lot into three classes, each class to consist of either three or five members as the board may by vote determine. The first class shall hold office for the term of one year; the second class shall hold office for the term of two years; the third class shall hold office for the term of three years. At the annual meeting of the stockholders of the company to be held in January, 1907, and annually thereafter, not less than three nor more than five directors shall be elected, each to hold office for the term of three years.

SEC. 3. Whenever any vacancy shall occur in the board of directors by death, resignation or otherwise, such vacancy may be filled by the remaining members of the board for the remainder of the term for which said director was elected.

SEC. 4. The charter of the said company is hereby amended to conform herewith and this amendment may be accepted at any meeting of the stockholders of the company held not later than the date of the annual meeting of the company in January, 1906.

Approved June 13, 1905.

EXTRACTS FROM THE BY-LAWS.
Enacted January 8, 1902.

ARTICLE I. SEC. 1. Stockholders and Stockholders' Meetings.-The annual meeting of the stockholders of the Travelers Insurance Company shall be held in the city of Hartford on the second Wednesday of January in each year at such hour and place as the directors may appoint, but if the directors, for sufficient cause to them appearing, so advise, any annual meeting may be adjourned and held upon any other day within two months thereafter.

SEC. 2. Special meetings of the stockholders may be called at any time by the president, and shall be called by him whenever thereto requested in writing by a majority of the directors.

SEC. 3. Notice of every meeting of the stockholders and of the time and place thereof shall be given by one of the executive officers of the company by publication of such notice at least ten days before the time appointed for such meeting in at least two daily newspapers published in Hartford.

SEC. 4. Every meeting of the stockholders shall be organized by the election viva voce of a chairman and clerk. The chairman shall appoint two tellers to receive, count and report the ballots cast for directors, and he may also appoint a committee on qualifications and proxies to inquire and report to the meeting what stockholders are present, duly qualified and properly represented. If the right of any person to vote be questioned, the chairman of the meeting shall upon receiving the report of the committe on qualifications and proxies determine as to his said right, subject to an appeal from such decision to the meeting.

SEC. 5. The stockholders may also at each annual meeting appoint for the year in which the meeting is held, by ballot or otherwise, two auditors to examine and audit the company's accounts and to certify the condition thereof, as required from time to time, to the stockholders or to the directors. Any vacancy in the office of auditor may be filled for the unexpired term by the directors.

SEC. 6. At every annual meeting there shall be chosen by ballot from among the stockholders a board of directors, who shall hold office until the next annual meeting, and until their successors shall be chosen and qualified. Should any vacancy occur in the board, it may be filled by appointment by the remaining directors for the unexpired term.

SEC. 7. The notice of every annual meeting shall designate at what hour the polls will be opened for receiving ballots for directors, and the polls shall be closed at such hour as the meeting may direct.

SEC. 8. The qualified persons receiving the ballots of the largest number of shares shall be elected directors, and so declared by the chairman of the meeting, each share of stock being entitled to one vote for as many directors, not less than seven, as the meeting may determine to elect.

SEC. 9. Stockholders may be present at such meetings in person, or may be represented by proxy or attorney duly authorized, and not less than ten stockholders so present and representing at least five hundred shares of the capital stock shall constitute a quorum for the transaction of business.

SEC. 10. Each stockholder shall be entitled to a certificate or certificates for the number of shares of capital stock held by him, signed by the president and secretary. Transfers of stock shall be made upon the proper books of the company in person or by duly authorized attorney, and the officers may direct that the transfer books be closed and no transfers permitted to be made therein for a period of not more than thirty days before any annual meeting, or for a like period before the payment of any dividend.

ARTICLE 2. SEC I.

Directors. The directors shall have the general control and management of the business and affairs of the company, and exercise the powers and perform the acts in the charter of the company, acts amendatory thereof, and in these by-laws set forth. It shall be their duty also to require the officers to submit to every annual meeting a report showing the condition of the company at the close of the next preceding fiscal year.

SEC. 2. The directors may meet at the company's office in Hartford without notice forthwith after the adjournment of every annual meeting of the stock

holders. Stated regular meetings of the directors shall be held thereafter at the company's office in Hartford on such day and hour in every month as the directors may from time to time by vote designate and appoint.

SEC. 3. Special meetings of the directors may be called by the president at any time, or in his absence by the vice-president, or by any three directors.

SEC. 4. Written or printed notice by mail shall be given by the secretary of each regular and special meeting to all directors at least four days before the time appointed therefor.

SEC. 5. Not less than three directors shall constitute a quorum for the transaction of business at any meeting of the board, and at every meeting the presiding officer for the time being shall have the right to vote, but at any special meeting called by three directors not less than seven directors shall constitute a quorum.

SEC. 6. The board of directors shall annually, at the first meeting of the board held after their election or at some adjourned meeting thereof, choose by ballot from their own number, by a majority vote of the directors present, a president and a vice-president, to hold office for one year and until their successors are chosen. They shall also choose a secretary, who need not be a director, for the like term, and may at any time fill vacancies which may occur in any of said offices for the unexpired term.

SEC. 7. By the same vote, but at any time and from time to time the directors may appoint two or more assistant secretaries, a treasurer, comptroller, and such other officers, under appropriate titles, as the board may deem necessary for the proper conduct of the company's business. Officers so appointed shall hold office during the pleasure of the directors.

SEC. 8. The board of directors may fix the compensation of all of said officers and of all other officers, agents and employees of the company either by action of the board or of a committee to be appointed by the board for that purpose.

SEC. 9. The board of directors shall annually appoint a finance committee to consist of five directors, and may from time to time appoint and prescribe the duties and authority of such standing and other committee as to the board may seem meet. Appointments to any committee may be revoked and annulled and new appointments made by the board at any time in its discretion. SEC. 10. The board of directors may also from time to time make and declare such dividends to the stockholders out of the company's earnings as may be thought expedient. ARTICLE 3. SEC. 1. Finance Committee; Funds.-It shall be the duty of the finance committee to direct the mode, manner and time of making and calling in investments and the sale and transfer of investments and the reinvestment of the proceeds thereof. To examine all funds and securities as often as they may deem necessary or when required by the board. To report to each stated meeting and as often as requested by the board the condition of the funds, securities and investments of the company, and by special vote from time to time and whenever necessary to authorize the sale and transfer of stocks, bonds and other securities, both real and personal, in which the funds of the company are invested, and to authorize the execution of all instruments, contracts, deeds and conveyances of the company requiring signature in the corporate

name.

SEC. 2.

All moneys belonging to the company shall be deposited to the

credit of the Travelers Insurance Company in such bank or banks as shall be designated from time to time by resolution of the finance committee, and shall be drawn only on checks or drafts signed by the president, vice-president, secretary or comptroller. The board of directors may hereafter and from time to time designate one or more persons who shall sign checks and drafts jointly with one of the above-named officers.

ARTICLE 6. Repealer.-All by-laws of the company enacted prior to January 8, 1902, are hereby repealed.

THE UNION CENTRAL LIFE INSURANCE COMPANY.

[Certificate of Incorporators.]-We, the undersigned, citizens of the State of Ohio, desiring to become a body corporate under the laws of the State of Ohio, have associated ourselves together to form a joint stock insurance company, to insure the lives of persons, and we do hereby certify:

That the name assumed by such company, is "The Union Central Life Insurance Company;" that the object for which said company is formed, is to insure the lives of persons in and out of the State of Ohio; that the capital stock of said company is five hundred thousand dollars, and that the place where the principal office of said company is located is the city of Cincinnati, Hamilton county, Ohio.

In testimony whereof, we have hereunto set our hands and seals this thirtieth day of January, A. D. 1867. J. W. Davis, John P. P. Peck, James Jackson, Israel Williams, Alex. F. Hume.

BY-LAWS.

ARTICLE I. SEC. 1. Capital Stock.-The amount of the capital stock, by the act of incorporation authorized at five hundred thousand dollars shall be limited to one hundred thousand dollars until otherwise determined by the vote of the holders of a majority of the stock. The capital stock shall be paid in full. The stock shall be divided into shares of twenty dollars each, and shall be transferable on the books of the company either in person or by attorney; but no transfer of stock shall be binding until the old certificate be surrendered and a new one issued, by order of the board, to the transferee, and recorded in the stock-book of the company.

ARTICLE 2. SEC. I.

Dividends to Stockholders.-A semi-annual dividend of five per cent shall be made on the stock to be payable on the first day of April and of October, annually.

SEC. 2. Dividends from Profits.-The only other dividends that may be made to stockholders shall consist of the profits derived from policies issued without profits to the policyholders. These dividends, when made, shall be declared on the first day of April, annually.

SEC. 3. Dividends to Policyholders.-From the residue of the profits arising from the mutual business, after the provisions indicated in article 6, the board shall, annually in the month of January, declare a dividend to the mutual policyholders, according to the kind and class of each policy; or place to the credit of the policy its equitable proportion of the undivided surplus, which shall be payable according to the terms and condition of the policy.

SEC. 4. How Dividends May be Applied.-Dividends falling due to mutual