CHAP. XX. foreign go shall be filed in the office of the county clerk of the county where such agent resides, and shall be published in at least one newspaper, if a newspaper be therein published, at least six successive weeks after the filing of such statement as aforesaid; the first statement shall be filed in the month of January next, and such statement shall be procured annually, and filed and published in each and every succeeding month of January thereafter, as long as such agency continues, and no company incorporated by other states shall transact business in this state, unless possessed of the amount of actual capital required of companies formed under the provisions of this act, and no agency of any life insurance company formed under the laws of other states, shall transact its business in this state, unless it shall first prove to the satisfaction of the comptroller, of which fact he shall give a certificate to be filed in the office of the clerk of the county where such agency is established, that it possesses such an amount of actual capital as is required of companies transacting the business of life insurance under the laws of this state. Nor Respecting companies shall it be lawful for any agent or agents, hereafter to be formed by appointed, of any company incorporated by any foreign gov-vernments. ernment, other than the states of this Union, for the purpose of insurance, to transact the business of insurance in this state, without procuring a certificate of authority from the comptroller; such agent or agents having previously furnished evidence to the satisfaction of the comptroller of the state, that such company has invested in the stocks of this state, or the United States, an amount equal to the amount of capital or security required by this act, and such stocks are held in trust by citizens of this state for the benefit and security of such as may effect insurance with him or them. And the agent or agents furnishing satisfactory evidence as aforesaid, shall be entitled to a certificate thereof from the comptroller aforesaid. The statements and evidences of invest- Statements ments required by this section, shall be renewed from year to ally renewyear, in the month of January in each year, and the comptroller, on being satisfied that the capital securities and investments remain secure as at first, shall furnish a renewal of certificates as aforesaid; and the agent or agents obtaining such certificates shall file the same together with a copy of the statements on which it was obtained or renewed, in the office of the clerk of the county in which such agency shall be established, and shall cause the same to be published in at least one newspaper published in such county. Any violation of the provisions of this section shall subject the party violating to a penalty of five hundred dollars for each violation, which shall be sued for and recovered in the name of the people, by the district attorney of the county in which the agent or company so violating shall be situated, and the said penalty when recovered shall be paid into the treasury of said county, provided that all companies incorporated by any to be annu ed. PART I. government other than the states of this Union, which may have appointed such agent or agents before the first day of March, one thousand eight hundred and forty-eight, may hereafter appoint a new agent or agents in the case of the death, resignation or removal of an agent or agents previMeaning of ously appointed. The terin agent or agents used in this the term agent Capital or invested. section, shall include an acknowledged agent or surveyor, or any other person or persons, who shall in any manner aid in transacting the insurance business of an insurance company not incorporated by the laws of this state. 12 N. Y., 569. 8. It shall be lawful for any company organized under funds, how this act, to invest its capital or the funds accumulated by its business or any part thereof in bonds and mortgages on unincumbered real estate within the state of New York, worth fifty per cent more than the sum loaned thereon, and also in the stocks of this state or of the United States, and also in any or all stocks or bonds of either of the incorporated cities of this state, and which stocks or bonds shall be at or above par at the time of such investment, and to lend the same or any part thereof, on the security of such stock or bonds, and any company organized for the purpose of marine insurance, may, in addition to the foregoing, loan their funds on bottomry and respondentia, and change and re-invest the same, as occasion may from time to time require. Surplus. Restriction as to real estate. But any surplus accumulation over and above the capital stock of any such company, may be invested in or loaned upon the pledge of the public stock of any one of the United States, or the stock, bonds or other evidence of debt of any institution incorporated under the laws of this state, except their own stock; provided that the current market value of such corporate stocks, bonds or other evidence of debt, shall be at the time of the loan thereon at least ten per cent more than the sum so loaned thereon: Provided, however, that any permanent or reserved fund established or created by such company shall be invested in the same manner as capital stock is required to be, except that the restriction as to the. securities being at par shall not apply thereto. Thus amended by Laws of 1857, ch. 469. 24 B., 199; 15 W., 502; 1 Hall, 480, 554. $9. No company organized by or under the provisions of this act shall be permitted to purchase, hold and convey real estate, excepting for the purposes and in the manner herein set forth to wit: 1. Such as shall be requisite for its immediate accommodation in the transactions of its business: or, 2. Such as shall have been mortgaged to it in good faith, by way of security for loans previously contracted or for moneys due: or, 3. Such as shall have been conveyed to it in satisfaction of debts previously contracted in the course of its dealings: or, 4. Such as shall have been purchased at sales upon judgments, decrees or mortgages obtained or made for such debts; and it shall not be lawful for any company incorporated as aforesaid, to purchase, hold or convey real estate, in any other case or for any other purpose; and all such real estate as may be acquired as aforesaid, and which shall not be necessary for the accommodation of such company in the convenient transaction of its business, shall be sold and disposed of within five years after such company shall have acquired title to the same, and it shall not be lawful for such company to hold such real estate for a longer period than that above mentioned, unless the said company shall procure a certificate from the comptroller, that the interests of the company will suffer materially by a forced sale of such real estate, in which event the time for the sale may be extended to such time as the comptroller shall direct in said certificate. $10. In addition to the foregoing provisions, it shall be the duty of the corporators of any and every company organized under this act to declare in the charter, which is herein required to be filed, the mode and manner in which the corporate powers given under and by virtue of this act are to be exercised, the mode and manner of electing trustees or directors, a majority of whom shall be citizens of this state, and the filling of vacancies, the period for the commencement and termination of its fiscal year, together with the amount of capital to be employed in the transaction of its business. 29 B., 306; 25 B., 458; 23 B, 656. CHAP. XX. Mode and manner of acting to be declared in charter. amined by general, and S 11. The charter thus filed by the corporation shall be ex- To be examined by the attorney-general, and if found to be in accor- attorneydance with the requirements of this act and not inconsistent by comp with the constitution or laws of this state, he shall certify the troller. same to the comptroller of the state, and the said comptroller shall thereupon cause an examination to be made, either by himself, or by three disinterested persons specially appointed by him for that purpose, who shall certify under oath that an amount equal at least to the amount specified in the fifth section of this act, if it be a stock company, has been paid in and is possessed by it in money, or in such stocks and bonds and mortgages as are required by the eighth section of this act: or if a mutual company, that it has received and is in actual possession of the capital, premiums or engagements of insurance, as the case may be, to the full extent required by the fifth section of this act; or if it be a life and health insurance company, to the full amount, and invested in the same manner as required by the sixth section of this act; copies of such certificate shall be filed in the office of the secretary of state, whose duty it shall then be to furnish the corporation with a certified copy of the charter and certificates aforesaid, which upon being filed by them in the office of the clerk of the county in which their company is to be located, shall be their authority to commence business and issue policies, and PART I By-laws may be made. Annual statement and pub lished. same. the same may be used in evidence for or against said corporation. 29 B., 306; 28 B., 578; 25 B., 109, 463; 24 B., 395; 21 B., 605. $12. The corporators, or the trustees or directors, as the case may be, of any company organized under the provisions of this act, shall have power to make such by-laws, not inconsistent with the constitution or laws of this state, as may be deemed necessary for the government of its officers and the conduct of its affairs. 23 B., 656. $ 13. It shall be the duty of the president or vice-presito be made dent, and secretary of each company organized under this act, annually on the first day of January, or within one month thereafter, to prepare under oath, and deposit in the office of the comptroller of the state, as well as in the office of the clerk of the county in which such company shall be located, and in each and every other county in which such company shall have an agency, and shall also cause to be published in at least one newspaper published in such county, a statement exhibiting the total amount of premiums received, and the total amount of losses, paid and ascertained, including expenses during the year; also the amount of debts owing by the company at the date of the statement, and the amount of claims which then exist against the company for losses Contents of accrued, showing what amount of such claims for losses is payable on demand, what amount thereof is considered fair or legal, the payment of which has not then matured according to the contract, and what amount thereof is resisted on account of alleged fraud, or for which the company do not consider themselves legally liable; also a statement of the securities representing the capital stock, and all funds of the company, and also whether any of the securities held or owned by such company are considered bad or doubtful, and if so specifying the amount of such securities, and the gross amount of outstanding risks thereon, and a list of the stockholders, if a stock company, together with the amount of their respective shares; and if upon due examination it shall appear to the comptroller that the losses and expenses of any stock company during the year have exceeded the premiums, and in consequence thereof the capital of such company has become deficient, or from any other cause has become impaired to the extent of twenty-five per cent, it shall be the duty of the said comptroller to direct the officers of any such company within sixty days, to proceed to wind up its business, unless within that time the stockholders thereof shall Calls when pay in the amount of such deficiency. Any company receiving such requisition from the comptroller shall forthwith call upon its stockholders for such amounts as will make its capital equal to the amount fixed by the charter of the said company, and in case any stockholder of such company shall refuse or neglect to pay such call, after notice personally given or by In case of deficiency. to be made on stockholders. CHAP. XX. advertisement, in such time and manner as the comptroller shall approve, it shall be lawful for the said company to require the return of the original certificates of stock held by such stockholder, and in lieu thereof to issue new certificates for such number of shares as the said stockholder may be entitled to in the proportion that the ascertained value of the funds of the said company may be found to bear to the original capital of the said company, the value of such shares for which new certificates shall be issued to be ascertained under the direction of the comptroller and the company paying for the fractional parts of shares, and it shall be lawful for the directors of such company to create new stock and dispose of the same, and to issue new certificates therefor to an amount sufficient to make up the original capital of the company. And it is hereby declared that in the event of any additional losses accruing upon new risks, taken after the comptroller shall have made the requisition aforesaid, and before the said deficiency shall have been made up, the directors shall be individually liable to the extent thereof. And if upon due In case of examination it shall appear to the comptroller that the losses companies. and expenses of any company chartered on the plan of mutual insurance under this act, shall during the year have exceeded the premiums, and in consequence thereof that the capital of the company, as required in its organization, has become deficient, or from any other cause has become impaired, it shall be the duty of the comptroller to direct the officers to such mutual insurance companies to take the same proceedings as herein required to be taken in case of joint stock companies; and until such directions shall be complied with, the directors shall be personally liable to pay all damages occasioned by such neglect, to any person or body corporate which may be injured thereby. Any transfer of the stock of any company organized under this act, shall not release the party making the transfer from his liability for losses which may have accrued previous to the transfer. 25 B., 109; see Laws of 1852, ch. 123. mutual respecting joint stock 14. Any existing joint stock company incorporated by Provision this state for either of the purposes mentioned in the first sec- existing tion of this act, may at any time after notice being given for and mutual three months in a newspaper published in the county where companies. such company is located, of such intention and with a written consent of a majority of three-fourths in amount of its stockholders, or if a mutual company with the unanimous consent of its trustees, extend its original charter to the time specified by the provisions of this act by altering or amending the same, so as to accord with the provisions of this act, and filing a copy of the same, so altered or amended, together with a declaration under its corporate seal, signed by its president and directors of their desire for such extension, and also the written consent of three-fourths of its stockholders, and the unanimous consent of the trustees as aforesaid to such exten |