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Seven directors shall constitute a quorum for the transac. tion of business. At the first meeting after reorganization, and at their first meeeting after the annual election in each year, they shall elect from their number a president and vice-president, to hold office for the ensuing year; and they may also appoint a secretary, an actuary, and such other officers and agents as the by-laws may provide for, whose appointments shall be during the pleasure of the board. Directors shall not be eligible to the office of actuary.

ARTICLE V. The fiscal year of the company shall commence on and with the first day of January in each year, and shall terminate on and with the thirty-first day of December following.

On the first day of January A. D. 1871, or immediately thereafter, and at same time in each succeeding year, the directors shall cause a valuation of the outstanding policies to be made, and after reserving a sufficient sum to re-insure all outstanding risks and meet all other obligations as required by law, the surplus arising from participating policies shall be equitably divided among such policyholders, either in cash or to the purchase of addi. tional insurance, or to the reduction of future premium.

ARTICLE VI. The amount of the guarantee capital stock of said company is two hundred and fifty thousand dollars. The holders of the guarantee capital shall be entitled to a semiannual interest of five per cent on the amount of capital stock held by them respectively, payable in such manner as the directors shall prescribe.

ARTICLE VII. The time for holding the annual meeting of the company shall be as above provided, and ten days' previous notice thereof shall be advertised by the board in at least two of the daily papers of Detroit.

ARTICLE VIII. It is understood fully that nothing in these articles of re-organization is in any manner to interfere with, change.

modify, release, or discharge any policy heretofore issued, or any contracts heretofore made with or by said company, or any liability whatsoever of said company, or to the same.

This instrument of re-organization shall take effect on the 8th day of July, 1870. (Signed) JOHN J. BAGLEY, President,

J. S. FARRANN, Vice-President.
JOHN T. LIGGETT, Secretary.

Attorney General's Office,

KALAMAZOO, June, 16, 1870. This will certify that I have examined the above and foregoing charter of the Michigan Mutual Life Insurance Company, and find the same to be in accordance with the statute in such case made and provided, and the same is not in conflict with the constitution or laws of this State.

(Signed) DWIGHT MAY,

Attorney General. BY-LAWS.

MEETINGS OF BOARD. SECTION 1. Stated meetings of the board of directors shall be held on the last Tuesday of January, April, July and October, at the office of the company, at which times a report shall be made, by the secretary, of the business of the company for the preceding quarter (quarters to end on the last days of March, June, September and December), stating the number of policies issued and the amount insured thereby; the receipts and from what sources; the expenditures, investments and cash on hand; the amounts due and unpaid and a general balance sheet exhibiting a full statement of the funds, investments, payments and all claims for losses. At the annual meeting of the company, as provided by the charter, a complete report shall be made, by the officers, of the business for the preceding year, stating the number of policies issued and the amount insured thereby; the number of policies which have ceased to be in force; for what causes, and the amount of risks marked off thereby; the number of policies in force at the end of the year and the amount insured thereby; the total receipts and from what sources; the expenditures and for what purposes; the assets of the company and the items composing the same; the liabilities and for what account.

SPECIAL MEETINGS. . SEC. 2. Special meetings of the board may be called by either the president or secretary, at their discretion; and it shall be the duty of the secretary to call a meeting of the board whenever requested to do so, in writing, by three directors. A written or printed notice of all special meetings shall be served on each of the directors, personally, or through the post office, which shall specify the object of said meeting; and no business shall be taken up or acted on at such meeting except that mentioned in the notice, unless by unanimous consent.

DUTIES OF PRESIDENT. SEC. 3. The president shall, if present, preside at all meetings of the directors; he shall be ex-officio chairman of the finance committee, and shall have a general direction and superinterdance of the affairs of the company.

DUTIES OF VICE-PRESIDENTS. Sec. 4. The vice-presidents shall be invested with, and in the absence of the president can exercise all the powers and functions which are now or hereafter may be conferred upon the president by the by-laws of the company.

DUTIES OF SECRETARY. Sec. 5. The secretary shall look after the details of the office business as directed so to do by the president. He shall attend meetings of the board and committees, and shall keep a record of the proceedings of the board of directors and of the committees in books prepared for that purpose; he shall have charge of the official seal of the company, and shall affix the same to all documents requiring the same, whenever directed so to do by the president. He shall see that a daily deposit is made of all moneys received in such bank or banks as have been selected by the board of directors as depositories of the

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company's funds. He shall draw and sign all checks for money, but such checks to be valid must be countersigned by the president, one of the vice-presidents, or in their absence, by a member of the finance committee. The secretary shall be elected annually in January.

DUTIES OF ACTUARY. S&C. 6. The actuary shall make all such calculations as to the duration of life and the proper rate of premiums to be charged for risks taken by the company. He shall value the policies annually and make a detailed report of the same to the board of directors. He shall calculate and prepare from reliable sources such tables of the value and risks of lives and annuities as may be required for the use of the company, and he shall assist the secretary in the preparation of the annual report to the company, and such reports as are required by the insurance departments of the states in which this company transacts business.

DUTIES OF MEDICAL EXAMINER SEC. 7. There shall be a medical examiner appointed by the board of directors, whose duty shall be to attend at the office of the company daily at stated hours, to make personal examinations of persons applying for insurance; he shall also examine all applications for insurance received by the company, and he shall keep a record of his decisions thereon, as well as of all applicants he may examine in person.

BONDS. Sec. 8. The president, vice-presidents and secretary shall each give a bond for the faithful performance of his trusts for such an amount and with such sureties as shall be approved by the board of directors. Every bond so taken shall be drawn so as to remain in force until an. other bond be substituted and approved by the board of directors.

INSURANCE CONTRACTS. Sec. 9. The president, or one of the vice-presidents and secretary, shall have power to make contracts for insurance on life and for annuities, in conformity with the

rules and regulations of the board of directors for the time being.

COMMITTEES. Sec. 10. There shall be three standing committees, viz.: a committee on finance, a committee on insurance, a committee on accounts. They shall be elected annually, by ballot, in the month of January, by the board of directors, and shall hold their offices until their successors are elected. Vacancies occurring shall be filled by the board of directors at their next regular meeting, but may be filled at any special meeting called for that purpose.

DUTIES OF FINANCE COMMITTEE. SEC. II. The finance committee shall consist of four directors, besides the president, three of whom shall con. stitute a quorum, but when three members shall not be present at any meeting called, the secretary, or in his absence the assistant secretary, shall act as a member of such committee. They shall supervise and direct all the investments, temporary and otherwise, of the funds of the company, and the manner in which the accounts shall be kept, and may direct the release of mortgaged premises and change of investments or securities, and shall consult and advise with the officers of all matters connected with the finances of the company and the declarations of divi. dends. All matters pertaining to the salaries of the em. ployes of the company shall be referred to them.

DUTIES OF INSURANCE COMMITTEE. SEC. 12. The committee on insurance shall consist of three directors, two of whom shall constitute a quorum. They shall consult and advise with the officers in all matters relating to insurance, agencies and in the adjustment of claims for losses.

DUTIES OF COMMITTEE ON ACCOUNTS. SEC. 13. The committee on accounts shall consist of three directors, two of whom shall constitute a quorum. They shall audit and examine all accounts and payments prior to each quarterly meeting of the board of directors, and they may, in their discretion, audit and examine the accounts monthly.

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