17. All persons whose lives are insured in this company are permitted to travel on any of the regular mail routes and coast routes in the United States and Territories (except not to go south of the southern boundary line of Virginia and Kentucky between the first of June and the first of November, without the written consent of the company) by steamboat or otherwise, and travel inland or on any of the northern or upper lakes by steamboats or other conveyances.

18. No person shall be eligible as a director or officer who is not interested in the guarantee stock to the amount of five hundred dollars, or is insured by policies of the company, or in shares and policies combined to the amount of one thousand dollars.

19. All losses will be paid within three months after satisfactory proof is received at the office in Pittsfield.

20. These laws may be amended or repealed by a majority vote of those present at any annual meeting, or meeting of the company called for that purpose, provided notice thereof is given at least ten days before such meeting.

CHARTER AND BY-LAWS OF THE COLUMBIAN NATIONAL LIFE INSURANCE COMPANY.

CHAPTER 447 OF THE ACTS OF 1902. AN ACT TO INCORPORATE THE COLUMBIAN NATIONAL LIFE

INSURANCE COMPANY.

Be it enacted, etc., as follows:

SECTION I. Winslow Warren, Alexander S. Paton, Edward A. Presbrey, Francis P. Sears, Gardner Perry, Joseph Balch, Hosea M. Knowlton, Arthur B. Daniels, Francis Peabody, Jr., and Julian Codman, their associates and successors, are hereby created a corporation under the name of The Columbian National Life Insurance Company, to be located in the city of Boston, for the transaction of life insurance; with all the rights, powers and privileges, and subject to all the duties, liabilities and restrictions conferred or imposed by the general laws now or hereafter in force, applicable to domestic stock life insurance companies, so far as said laws are not inconsistent with the provisions of this act.

SEC. 2. The Board of Directors shall consist of not less than fifteen members, who shall be chosen by ballot from the Stockholders, and a majority of whom shall be residents of the Commonwealth. Not less than eight shall constitute a quorum to do business, although a less number may adjourn from time to time. The number of Directors and the number constituting a quorum may be increased or diminished within the said limits at any annual or special meeting of the Stockholders. The Directors shall have the power to choose from their number an Executive Committee of not less than seven, which may exercise all the powers of the Board of Directors whenever the Board shall not be in session, and also all the powers expressly conferred upon it by the By-Laws.

The Corporation may determine by its By-Laws the manner of calling and conducting all meetings, and the mode of voting by proxy. Each Stockholder shall be entitled to one vote for every share of capital stock owned by him.

SEC. 3. The capital stock of the corporation shall be two hundred thousand dollars, divided into two thousand shares of the par value of one hundred dollars each. The capital stock shall be paid in, in cash within twelve months after date of the passage of this act; and no certificates of shares and no policies shall be issued until the whole capital stock is paid in.

SEC. 4. Until the net surplus of the corporation shall amount to two hundred thousand dollars no dividend exceeding six per cent. per annum shall be declared or paid on the capital stock; provided, that if, in any year before such time, the dividend paid shall be less than six per cent. it may be made good in any subsequent year notwithstanding the foregoing limitation. When the net surplus of the corporation shall equal twice the amount of its capital stock, said stock may be retired, and in such case the policyholders shall become members of the corporation and direct its affairs as in the case of mutual companies.

SEC. 5. The corporation may issue policies stipulated to be with or without participation in the profits. Persons insured on the participating plan shall be entitled to such share in the profits, distributable upon the contribution to surplus plan and withdrawable at the end of such periods as may be provided by the By-Laws or agreed upon between the insured and the corporation; but they shall not by reason thereof be members of the corporation.

SEC. 6. This act shall take effect upon its passage.
Approved June 5, 1902.

BY-LAWS.

SECTION 1.-Name and Seal. This Corporation shall be named The Columbian National Life Insurance Com

pany, and shall have a common seal bearing its name and the year of its organization.

SEC. 2.-Directors. The property and business of the Company shall be managed by a Board of not less than twenty-five Directors; provided, that until the first annual meeting in 1903 the Board may consist of less. than twenty-five, but not less than fifteen Directors.

At the first meeting of the incorporators and stockholders of the Company, fifteen Directors shall be elected by ballot, to serve until the next annual meeting of the stockholders, or until their successors shall have been elected and qualified. Said fifteen Directors, with such additional ones as shall be chosen by ballot from time to time for the unexpired term of the first year, at any special meeting of the stockholders, shall have power during their term of office to fill by ballot, all vacancies in their number.

Permanent Directors to Serve in Classes. At the first annual meeting in 1903, the Stockholders shall elect by ballot thirty-six Directors, twelve to serve until the annual meeting in 1906, twelve to serve until the annual meeting in 1905, and twelve to serve until the annual meeting in 1904, and thereafter at each annual meeting shall elect for a term of three years, Directors to fill the place of the class whose terms of office then expire.

The number of Directors of the Company may be increased by the affirmative votes of the holders of a majority of all the outstanding shares of the capital stock. of the Company cast by ballot in favor of the increase at an annual or special meeting of the stockholders held upon a notice stating that one of the purposes of the meeting is to vote upon the proposed increase of the number of Directors. Upon any such increase the additional Directors shall be elected severally and respectively, for such terms (not exceeding in any case three years) and in such manner as to make the several classes of Directors as nearly as may be equal in number.

Vacancies-How Filled. At each annual meeting the Stockholders shall fill all vacancies caused by death,

resignation, or other cause for the unexpired term of the Director whose office has become vacant, and the Directors in any one year shall have the power to fill vacancies in their number; or any vacancies among the officers, the officers so elected to hold office only until the succeeding annual meeting, or until others shall be chosen in their stead.

SEC. 3.-Meetings of Directors-How Called. Meetings of the Board of Directors may be called by the direction of the President of the Company, or by any three members of the Executive Committee. Three days notice of such meetings must be given to each Director, either by delivering the same to him personally or by mail or telegraph, or by leaving it at his residence or at his usual place of business, except the first meeting of the Board of Directors, which shall be held immediately after the first meeting of the Incorporators and Stockholders, without any notice, provided a quorum of said Board shall be present.

SEC. 4. Quorum. Eight Directors shall constitute a quorum.

SEC. 5.-Officers-When and How Elected. The Board of Directors at their first meeting after each annual election, or at a special meeting called for the purpose, shall elect by ballot a President, and such Vice Presidents as they may determine from their own number, and also a Secretary and Treasurer, who need not be Directors, and may elect at any regular meeting a First and Second Assistant Secretary, who shall be Secretaries pro tem, and a First and Second Assistant Treasurer, or either of them, who need not be Directors, and whose term of office shall be for one (1) year, or until their successors are elected, subject to removal by the Board at any time with or without cause.

SEC. 6.-Postponement of Election of Officers. If for any reason the election of officers shall not be held on the day fixed therefor, the Board of Directors shall designate another day for the election.