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term of two years, and those chosen for the third class for a term of one year, and the directors elected at each annual election thereafter shall hold office for three years.

In case of an increase or decrease in the number of directors, the additional or decreased number shall be divided among the respective classes, so that the Board of Directors shall at all times be composed of three classes, consisting as nearly as is possible, of equal numbers, the term of office of one class shall expire at each annual meeting.

ARTICLE V.
The Manner of Electing Directors and Officers.

Section 1. The annual meeting for the election of directors shall take place at the home office of the Company on the second Tuesday of January in each year, at 4 o'clock P. M. Such election shall be by ballot by the stockholders. . Sec. 2. Each stockholder shall be entitled to one vote for every share of stock held by him, and such vote may be given in person or by proxy.

Sec. 3. Notice of the annual meeting, stating the number of directors to be elected, shall be given once a week for two weeks immediately preceding such election in at least two of the daily papers published in the city of New York.

Sec. 4. There shall be elected at the same time and in the same manner as are the directors, five inspectors of election for the succeeding year. • Sec. 5. The officers of the Company shall be elected by the Board of Directors as soon as practicable after each annual meeting, and shall consist of a President who shall be elected from the Directors, one or more Vice Presidents, a Secretary, Treasurer and such other officers as the Board of Directors shall deem necessary.

Sec. 6. A director or officer may for cause be removed from office by the Board of Directors as the ByLaws may provide.

Sec. 7. The term of office of the President and other officers of the existing Company shall continue until the next annual election of directors, and until the election and qualification of the successors of such officers.

ARTICLE VI. Manner of Filling Vacancies. SECTION 1. A vacancy in the Board of Directors or among the officers occurring during the year shall be filled by the Board of Directors until the next annual election.

Sec. 2. In the case of the death, resignation, absence or refusal to act, of any inspector of election his place shall be filled by appointment by the President.

ARTICLE VII.

Amount of the Capital. The capital of the Company shall be one hundred thousand dollars ($100,000.00) divided into one thousand (1,000) shares of the par value of one hundred dollars ($100.00) e-ch.

ARTICLE VIII.

Assumption of Liability. The Bankers Life Insurance Company of the City of New York, re-incorporated, shall be subject to the existing liabilities of the present Company, including all contracts, policies or certificates with its members, and to the same extent as though not re-incorporated as a Stock Corporation.

In witness whereof, the Bankers Life Insurance Company of the City of New York has executed the foregoing certificate pursuant to a resolution adopted by a majority vote of all of the members insured of said Company present and voting at a meeting duly called to consider the question of re-incorporation of said “Bankers Life Insurance Company of the City of New York," and to approve of this certificate of re-incorporation, and has caused this certificate to be signed by the President, Sec

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retary, and Board of Managers pursuant to said resolu-
tion, and has caused the seal of said Corporation to be
affixed hereto
BANKERS LIFE INSURANCE COMPANY

OF THE CITY OF NEW YORK.
By Richard Morgan, President; Chas. S. Gau-

bert, Secretary; Edw. D. Butler, Edward T.

Hulst, James Dennison, Edw. J. Baldwin, (L. S.) Jno. H. Carr, Wm. B. Reed, Richard L.

Purdy, F. C. Elder, William Hanhart,
George W. Maynard, Alvah Trowbridge,
Richard Morgan, Chas. S. Gaubert, Jacob

C. Parsons.
City and County of New York. /
State of New York

On this 31st day of July, 1899, before me personally came Richard Morgan and Charles S. Gaubert, who being by me duly sworn, did depose and say, and each for himself says, the said Richard Morgan that he is President of the Bankers Life Insurance Company, of the City of New York, and the said Charles S. Gaubert, that he is Secretary of the Bankers Life Insurance Company of the City of New York, and that the said Richard Morgan and said Charles S. Gaubert as such president and such secretary did sign the foregoing certificate in the name of the Bankers Life Insurance Company of the City of New York, pursuant to a resolution adopted by the members of said Bankers Life Insurance Company at a meeting held to consider the question of re-incorporating the said Bankers Life Insurance Company of the City of New York, under the provisions of Chapter six hundred and ninety, of the laws of eighteen hundred and ninety-three, as a stock corporation, under its existing name, and approving of the foregoing certificate, and directing and authorizing said Richard Morgan and Charles S. Gaubert, as president and secretary, to sign and execute the same, and that the seal affixed to the foregoing certificate is the

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corporate seal of the Bankers Life Insurance Company of the City of New York, and was attached to the foregoing certificate by order of the members of said company at said meeting so referred to, and said Richard Morgan and Charles S. Gaubert did severally sign and execute the same as president and secretary of said Bankers Life Insurance Company of the City of New York.

RICHARD MORGAN,

CHAS, S. GAUBERT, Subscribed and sworn to before me this 31st day of July, 1899.

W. H. MACOMBER,

Notary Public for Kings Co. (L. S.)

Certificate filed in New York. City and County of New York ? State of New York,

Richard Morgan, Edward D. Butler, Edward T. Hulst, James Dennison, Edward J. Baldwin, John H. Carr, William B. Reed, Richard L. Purdy, Charles S. Gaubert, F. C. Elder, William Hanhart, George W. Maynard, Alvah Trowbridge and Jacob C. Parsons, being duly sworn, depose and say, and each for himself says: I am one of the Board of Managers of the Bankers Life Insurance Company of the City of New York. The foregoing certificate of reincorporation was executed on behalf of the Bankers Life Insurance Company of the City of New York by the president and secretary thereof, and severally by each one of us as constituting the Board of Managers of said company, pursuant to a resolution adopted at a meeting of the members of said company, duly called pursuant to the provisions of Chapter six hundred and ninety of the laws of eighteen hundred and ninety-three, and the seal attached to said certificate is the corporate seal of said corporation, the Bankers Life Insurance Company of the City of New York, and was attached to said certificate by a like order and resolution of the members of said corporation.

Subscribed and sworn to before me this 31st day of July, 1899.

W. H. MACOMBER,

Notary Public for Kings Co.
Certificate filed in New York County.

RICHARD MORGAN,
EDWD. D. BUTLER,
EDWARD T. HULST,
JAMES DENNISON,
EDW. J. BALDWIN,
JNO. H. CARR,
WM. B. REED,
RICHARD L. PURDY,
CHAS. S. GAUBERT,
F. C. ELDER,
WILLIAM HANHART,
G. W. MAYNARD,

ALVAH TROWBRIDGE,
(L. S.)

JACOB C. PARSONS.

By-Laws.
State of New York
County of New York, 5 ss.

Frank G. Combes, Assistant Secretary of the Bankers Life Insurance Company of the City of New York, being duly sworn deposes and says, that he is the above described officer of the said Company, and that the attached papers are a copy of the By-Laws of the Bankers Life Insurance Company of the City of New York, to the best of his knowledge and belief. .(Seal.)

FRANK G. COMBES.

Assistant Secretary. Certificate filed in New York Co. Sworn to and subscribed before me this 19th day of November, 1903. . ARTHUR D. BODDY,

Notary Public for Kings Co., N. Y. (Seal.)

Certificate filed in New York Co.

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