made oath to, in such manner as the directors shall, from time to time determine.

12. No risk shall be taken on any one life for a greater amount than twenty-five thousand dollars, without a special vote of the directors.

13. These by-laws may be altered at any meeting of the company, provided, that a copy of the proposed alterations be placed before the directors at least fourteen days before such meeting, but no alterations shall affect the tenure of office of any officer chosen prior thereto.

4

CHARTER AND BY-LAWS OF THE MANHATTAN LIFE INSURANCE COMPANY OF NEW YORK.

DECLARATION.

We, the subscribers, have, under and in pursuance of the act of the legislature of the State of New York, entitled "An act to provide for the incorporation of insurance companies," passed April 10, 1849, associated and formed an incorporated company to make insurance on the lives of individuals and against accidents by travel and every insurance appertaining thereto or connected with such risks, and to grant, purchase, or dispose of annuities; and we do hereby declare that the following is a copy of the charter proposed to be adopted by us, viz.:

CHARTER.

SECTION I. The name of the company shall be "The Mannhattan Life Insurance Company," and the place of business shall be in the city of New York.

SEC. 2. The business of the company shall be to make insurance on the lives of individuals, and against accidents by travel, and every insurance appertaining thereto, or connected with such risks, and to grant, purchase, or dispose of annuities.

SEC. 3. There shall be a guarantee capital of at least one hundred thousand dollars, to be divided into shares of fifty dollars each, which shall be personal property, transferable on the books of the company, in conformity with its by-laws.

SEC. 4. The corporate powers of the company shall be vested in and exercised by a board of directors, and such officers and agents as they may appoint.

SEC. 5. The board of directors shall consist of thirtysix persons, a majorty of whom shall be citizens of the

State of New York, and at least one-half of whom shall be proprietors of at least ten shares each of the guarantee capital, and the remaining one-half may be either insurers of life policies paying a premium to the company of at least one hundred dollars per annum, or persons entitled to annuities of not less than one hundred dollars per

annum.

SEC 6. The following persons shall be the first directors, to wit: E. D. Morgan, David Austin, Caleb S. Woodhull, A. A. Alvord, Eleazor Parmly, D. H. Haight, David S. Mills, jr., Denton Pearsall, John P. Ware, L. C. Carter, J. B. Herrick, Jas. Van Norden, James C. Baldwin, D. Burtnett, George Webb, William J. Valentine, J. F. Conklin, Charles A. Mead, Mindert Van Schaick, Ambrose C. Kingsland, E. J. Brown, Silas C. Herring, Enoch Dean, Nathaniel G. Bradford, John S. Harris, George Hastings, Edward Haight, E. J. Anderson, Humphrey Phelps, William K. Strong, J. S. Williams, H. Stokes, William Burger, E. K. Bussing, James McLean, Thomas Greenleaf, and shall hold their offices until their successors shall be appointed.

SEC. 7. The board of directors shall divide itself by lot into three classes of twelve each. The term of office of the first class shall expire at the end of two years, from the second Tuesday in May, 1850; that of the second class at the end of three years, and that of the third class at the end of four years. And on and after the first Tuesday of May, 1852, twelve directors shall be annually chosen, who shall hold office for three years or until their successors are elected. Directors shall be re-eligible, and vacancies ocurring in the intervals of election may be filled by the board. Every election for directors shall be by ballot, and a plurality of votes shall elect. Three inspectors, to preside at the next election, shall be elected at the same time and in the same manner.

SEC. 8. Elections for directors shall be held annually, on the second Tuesday in May, at the office of the company; and the board shall give at least ten days' notice thereof, in two daily newspapers published in said city.

SEC. 9. Every shareholder shall be entitled to one vote for directors for each and every share of the guaranteed capital standing in his name on the books of the company; and any person insured for life, paying a premium of at least seventy-five dollars per annum, or entitled to an annuity of not less than seventy-five dollars per annum, shall be in like manner entitled to one vote; and it shall be lawful for any member of the company possessing the right to vote, to do so by proxy, duly authorized in writing.

SEC. 10. Seven directors shall constitute a quorum for the transaction of business; but a less number may meet and adjourn, from time to time, until a quorum is present.

II.

SEC. 11. The board of directors shall, immediately on the organization of the company, and annually thereafter, elect one of their own number, being a citizen of this State, president of the company.

SEC. 12. The board shall have power to enact by-laws, rules and regulations for the government of the officers and agents of the company, and the conduct of its affairs, not inconsistent with the constitution and laws of this State. No alteration or amendment of the original bylaws, nor any addition thereto, shall be made, except by a vote of the majority of the board of directors. The board shall be convened for such purpose by a notice to each director, expressing the alteration, amendment, or addition proposed to be made, and the ayes and nays shall be taken and recorded in the book of minutes on each question.

SEC. 13. The board may regulate the amount of premium and the mode and manner of the payment of the same.

SEC. 14. The board shall possess all the powers usually vested in boards of directors, and not inconsistent with this charter, or the constitution and laws of this State.

SEC. 15. The capital of the company may be increased indefinitely by the accumulation of profits, except as

hereinafter provided. The accumulated capital shall be represented by scrip, which shall be issued from time to time to the policyholders.

SEC. 16. The holders of the guarantee capital shall be entitled to an annual interest not exceeding seven per cent thereon; the first payment of such interest to be made at the expiration of one year from the date of the issue of the first policy by the company. The holders of scrip shall be entitled to an annual interest, not exceeding six per cent thereon, provided there shall remain of the receipts of the company sufficient for that purpose, after payment of the current expenses and losses of the company and an adequate provision for outstanding policies. In case there shall not remain of the receipts of the company, for any year, after paying the losses and expenses of that year, and providing for outstanding policies, sufficient to pay the interests provided for in this section, the interest on the guaranteed capital shall be paid first, and the balance, if any there be, be divided pro rata among the holders of the scrip.

SEC. 17. After the current expenses, losses and interests provided for the preceding section, are ascertained for each year, and paid, and an adequate provision for outstanding policies made, one-eighth of the profits shall be paid to the holders of the guarantee capital; the remaining seven-eighths shall be issued in scrip once every three years to the holders of a policy which shall have been in existence for one year previous to such issue, and which policy shall be unexpired. In case of the death of an insured party, scrip for his proportion of the profits of said company, which may have accrued previous to his decease and since the last issue of scrip, shall, at the next succeeding time of issuing scrip, be issued to his legal representatives or assigns. The first issue of scrip may be made on the first day of January, 1854, or within thirty days thereafter, and the second and all subsequent issues of scrip shall be made in three years from the first day of Jannary, in the last preceding year in which scrip was or would have been issued, if the