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the company upon payment of the loans for which such mortgages were given; also to execute such other transfers and releases as they may, from time to time, be empowered by the board.

Sec. 12. These by-laws may be rescinded, altered or amended at any stated or special meeting called for that purpose by a vote of two-thirds of the directors present.

CHARTER AND BY-LAWS OF THE BANKERS LIFE INSUR-
ANCE COMPANY OF THE CITY OF NEW YORK.

STATE OF NEW YORK,
INSURANCE DEPARTMENT,

ALBANY, November 16, 1903. I, Francis Hendricks, Superintendent of Insurance of the State of New York, do hereby certify that I have compared the annexed copy of Articles of Reincorporation and Charter of the Bankers Life Insurance Company of the City of New York, together with certificate of the Attorney General attached thereto, with the originals on file in this department, and that the same are correct transcripts therefrom, and of the whole of said originals.

In witness whereof, I have hereunto set my hand and affixed my official seal, at the city of Albany, the day and the year first above written. (Seal.)

FRANCIS HENDRICKS,
Superintendent of Insurance

CHARTER.
STATE OF New YORK,
ATTORNEY GENERAL'S OFFICE.

ALBANY, August 2d, 1899. The Honorable Louis F. Payn, Superintendent of Insur

ance, Albany, N. Y.

Dear Sir: I have this day examined the articles of reincorporation and papers accompanying the same, of the Bankers Life Insurance Company of the City of New York, which seeks to reincorporate from an assessment life association to a stock corporation under Chapter 690, Laws of 1893. I am satisfied that the proceedings have been taken in conformity with the requirements of law,

and the proposed certificate of incorporation also conforms with the provisions of the insurance law.

Yours very truly,
J. C. DAVIES,

Attorney General. This is to certify that the Bankers Life Insurance Company of the City of New York, a corporation originally organized March 24th, 1869, under the name of the "Bank Clerks Mutual Benefit Association of the City of New York,” and which was on August 15th, 1884, reincorporated under Chapter one hundred seventy-five of the laws of eighteen hundred eighty-three, under the same name, and was thereafter and on June 28th, 1893, reincorporated under Chapter six hundred and ninety of the laws of eighteen hundred and ninety-two, known as the "Insurance Law," under the same name, and the name of which company was by an order of the Supreme Court of the State of New York, made April 27th, 1894, changed to “Bankers Life Insurance Company of the City of New York,” (such change to take effect on and after the first of June, 1894) does hereby in pursuance of the provisions of Chapter six hundred and ninety of the laws of eighteen hundred and ninety-three entitled “An Act authorizing all Insurance Companies transacting business on the co-operative or assessment plan to re-incorporate as a stock corporation under its existing corporate name” and the acts amendatory thereof and supplemental thereto, and of the provisions of Article two, Chapter six hundred and ninety of the laws of eighteen hundred and ninety-two, known as the "Insurance Law," certify that it desires to re-incorporate as a stock corporation under its existing name, to-wit, “Bankers Life Insurance Company of the City of New York,” under the provisions of said laws, and in conformity with the same, and to file this certificate of re-incorporation or amended charter.

The intention to re-incorporate and this certificate of reincorporation having been approved by a majority vote of the members of the Bankers Life Insurance Company of the City of New York present and voting at a meeting of said insured called to consider the question of reincorporating as a stock corporation under the provisions of Chapter six hundred and ninety of the laws of eighteen hundred and ninety-three, and to approve a certificate of re-incorporation, which said meeting was held on the thirty-first day of July, 1899, of which said meeting a printed notice was mailed to each member who had been such for thirty days, directed to his address appearing on the Company's books, at least thirty days before the date fixed for said meeting.

ARTICLE 1. Name of Proposed Corporation. The Company shall continue to be known by its existing name of “Bankers Life Insurance Company of the City of New York."

ARTICLE II. The Place Where It Is to Be Located. The principal office of the Company for the transaction of business shall be located in the City of New York.

ARTICLE III. The Kind of Insurance to Be Undertaken. The kind of insurance to be undertaken by the Company is insurance upon the lives or health of persons and every insurance appertaining thereto, and the granting, purchasing or disposing of annuities.

The subdivision of the Insurance Law under which the said kind of insurance is authorized, is the first subdivision of Section Seventy of the Insurance Law of the State of New York, being Chapter Six hundred and ninety of the laws of eighteen hundred and ninety-two, and the acts amendatory thereof and supplemental thereto. .

ARTICLE IV. The Mode and Manner in which Its Corporate Powers

Are to Be Exercised. SECTION 1. The corporate powers of the company shall be vested in a Board of Directors, and shall be ex

ercised by them and by such officers and agents as they may from time to time empower.

SEC. 2. The Board shall consist of twenty-one persons, a majority of whom shall be citizens and residents of the State of New York, and each of whom shall be a stockholder in the Company.

Sec. 3. The Directors of the Company until the second Tuesday of January, 1900, shall be the following: No. Name.

City and State. 1. Stephen Baker .......

.. New York City. Charles H. Fancher ..... ....... Yonkers, N. Y.

Ebenezer S. Mason ... ...Undercliffe, N. J. 4. William A. Nash

...... New York City. 5. Walter Coggeshall

. Bloomfield, N. J. Wm. Scherer ....... ...... New York City. Wm. A. Sherman ....

. . New York City. 8. Richard Morgan ..... . . New York City. 9. Edward D. Butler

..............New

... New York City.

101k City. 10. Edward T. Hulst ..... ...Poughkeepsie, N. Y. 11. James Dennison ........ .. Mount Vernon, N. Y. 12. Edward J. Baldwin

... New York City. 13. John H. Carr ....... .... New York City. 14. Wm. B. Reed .......

.. New York City. Richard L. Purdy ..... .. New York City. Charles S. Gaubert ... ... New York City. Franklin C. Elder .... .. New York City.

Wm. Hanhart ......... ....... New York City. 19. George W. Maynard 20. Alvah Trowbrige ........... Hackensack, N. J. 21. Jacob C. Parsons ...... ........ New York City.

Directors shall be eligible for re-election, and shall continue in office until their successors are elected and qualify. . Sec. 4. At the annual election of directors on the second Tuesday of January, 1900, the Board of Directors shall be divided, as equally as possible into three classes; those chosen for the first class shall be elected for a term of three years, those chosen for the second class for a

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