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Section i.—Meetings of Directors—Report by the President. Stated meetings of the Board of Directors shall be held at the Home office of the Company, at four o'clock p. m., on the first Thursday of each month. In the event of such day being a legal holiday, the meeting shall be held on the following day at the same place and hour. At such meeting the President shall submit statements of the Company bearing upon its condition—both in financial and insurance matters. Reports of the proceedings of the various Committees shall be also submitted at such time. The minutes of the Board shall be kept by the Secretary who shall act as Clerk of the Board.
Sec. 2.—Officers of the Company. The officers of the Company shall consist of a President, a First, a Second, and Third Vice-President, a Secretary, an AssistantSecretary, and a Treasurer.
Sec. 3.—Special Meetings—How Called. Business to Be Taken Up at Special Meeting. The President may call a special meeting of the Directors, in his discretion; he shall also call a special meeting whenever five of the Directors shall request him, in writing, to do so. All special and stated meetings shall be called by sending a written or printed notice to each Director, but no business shall be taken up or sanctioned at a special meeting except that referred to in said notice, unless with the consent of a majority of the whole Board, expressed by their votes at such meeting.
Sec. 4.—Quorum. Seven Directors shall constitute a quorum for the transaction of business.
Sec. 5.—President's Duties. Committees—How Appointed. The President shall preside at all meetings of the Directors; he shall also be ex-officio a member of all committees; in order to expedite the business of the Company, he shall appoint from among the Board of Directors, a Finance Committee of six members, an Executive Committee of three members, and a Death Loss Committee of three members, and shall provide for said committees a clerk who shajl act as Secretary and keep a correct record of the proceedings of such committees.
The President shall have the general direction and superintendence of the affairs of the Company, and shall render reports of same at every stated meeting of the « Directors.
Sec. 6.—Duties of Vice-Presidents. The first, second and third Vice-Presidents shall assist the President, and in their order, in the absence of the President, or in the event of his death, disability or resignation, shall have, for the time being, the powers and perform the duties of said officer until otherwise ordered by the Board of Directors.
Sec. 7.—Duties of Secretary, Assistant Secretary and Treasurer. The Secretary, the Assistant Secretary and the Treasurer shall perform their duties, under the direction of the President. In the absence of the Secretary his duties shall be performed by the Assistant Secretary, and in the absence of the Treasurer, his duties shall be performed by the Secretary or the Assistant Secretary in the capacity of Acting Treasurer.
Sec. 8.—Duties of Medical Director. It shall be the duty of the Medical Director to supervise the Medical Department of the Company, under the direction of the President, and under rules and regulations approved by him.
Sec. 8 a.—Duties of General Counsel. There shall be a General Counsel who, under the direction of the President, shall have charge of the legal affairs of the Company.
Sec. 9.—Duties of Superintendent of Agents. The Superintendent of Agents shall perform such duties in connection with the supervision of the Agents and Agencies of the Company, as may be assigned by the President.
Sec. 9 a.—Duties of Actuary. There shall be an Actuary who, under the direction of the President, shall discharge such duties as usually appertain to that office.
Sec. 10.—Contracts for Insurance—By Whom Made. The Officers of the Company shall have power, under the Rules and Regulations for the time being, of the Board of Directors, to negotiate contracts for insurance on life and for annuity, and all other contracts necessary for the Company in the management of its affairs. All such contracts shall be signed by at least two of the Executive Officers of the Company, the printing of fac-simile signature of the President to such contracts being a compliance with this provision.
Sec. Ii.—Custody and Use of Seal. The seal of the corporation shall be under the charge of the President, who shall have the power to affix the same to all papers and other instruments requiring the seal of the Company.
Sec. 12.—Finance Committee. The Finance Committee, four members of which shall constitute a quorum, shall have power to invest all surplus funds of the Company in such securities, mortgages, or other investments, as, in its discretion, it may deem proper. All investments or sales of stocks or bonds shall be made in the name of the Company, with power on the part of the President, the First Vice-President, Second Vice-President, or one of them, with the Secretary, the Assistant Secretary, the Treasurer, or one of them, to effect transfers in the name of the Company, under the direction of the Finance Committee.
Sec. 13.—Executive Committee. The Executive Committee, two members of which shall constitute a quorum, shall assist the President in the general management and conduct of the business of the Company.
Sec. 14.—Death Loss Committee. The Death Loss Committee, two members of which shall constitute a quorum, shall consult and advise with the officers in all matters relating to the adjustment and settlement of claims for losses; no loss shall be paid without the approbation of this Committee.
Sec. 15.—Board of Directors. Funds of Company. The Board of Directors shall have charge of all funds of the Company and see to the safe investment thereof. All moneys shall be deposited in the name of the Company in such bank, trust company or depositories as shall be designated by said Board, it being required that all checks against the funds of the Company shall be signed by at least two of the Executive Officers of the Company.
Sec. 16.—Directors to Determine Rates, Etc. The Directors may determine the rates of premium, the amounts to be insured on any one life, and the terms of insurances, and shall have power to purchase, for the benefit of the Company, any policies of insurance, dividends or other obligations issued by the Company, and also any claims of policy-holders for profits growing out of its business.
Sec. 17.—Removal of Officers, Etc. For good and sufficient reasons, the Board of Directors may remove from office by a two-thirds vote of all the members of the Board, any Officer or Director.
Sec. 18.—Bonds of Employees. The Board of Directors may require such officials and employees as it may designate, to file satisfactory bonds for the faithful performance of their duties.
Sec. 19.—Existing Contracts; Prior to May 10, 1893; Mortuary Reserve Fund; Class "A." For the purpose of protecting the contracts of members prior to May 10, 1893, (known as Class A), the Board shall cause to be kept in a separate class, to be known as Class A, all certificate-holders whose insurance shall be in full force, and was in force prior to May 10, 1893. As long as any of such insurance or membership is outstanding, the Board of Directors shall cause to be annually set aside a sum of money, the amount of which shall be equal to one dollar for each one thousand dollars of insurance that was in full force on the Company's books on the 31st day of December preceding, and which had been issued subsequent to May 10, 1893, which sum of money shall be paid into a fund to be designated Mortuary Reserve Fund of Class A.
The Board of Directors shall have power from time to time to apply all or any part of such fund to the maintenance of insurance reserve, reduction of the cost of insurance, payment of death and disability claims and surrender values of the members of such class, in such manner as in the judgment of said Board shall be equitable and proper.
Sec. 20.—Premiums; Class "A." Upon the death or permanent disability of a member of Class A, a premium of one dollar from each surviving member of said Class shall become due and payable on the first day of the succeeding month, and the same shall be collected and paid into the Mortuary Reserve Fund of Class A. The Board of Directors shall, however, have power at any time to waive the collection of such premium or any part thereof, and in lieu of the amount so waived to appropriate such amount from the Mortuary Reserve Fund as may be necessary to pay the amount required to be paid by reason of such death or disability.
Sec. 2i.—Commuted Payment—Class "A." Surrender Value—Class "A." In lieu of the calling for premiums from Class A, as provided in the foregoing Section 20, in any year the Board may, in December of each year, fix a sum which, taken in connection with the available surplus of the Mortuary Reserve Fund, shall be accepted as a commuted payment of the members of said Class, to meet all death and disability claims accruing during the ensuing year, on behalf of such members as choose to make such commuted payment. This amount may, in the discretion of the Board of Directors, be paid either annually, semi-annually or quarterly. The Board shall also have power to determine, at the same time, the surrender value of certificates in Class A, according to the duration of membership and classify the same, which determination and classification shall continue during the ensuing year. Every member of Class A shall be entitled to receive such sum, upon the surrender of his certificate during the year.
Sec. 22. No premium shall be called for nor collections made from the members of Class A, except as aforesaid.
Sec. 23.—Forfeiture of Certificate; Class "A." Any member of Class A failing to pay any premium after the mailing of a notice calling for the payment thereof, and