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Sec. 7.—Executive Committee. The Board of Directors may appoint an Executive Committee consisting of not less than seven Directors of whom the President of the Company shall be one; and said Committee may exercise all powers vested in and conferred upon the Board of Directors at any time when the Board is not in session.
Three to Be a Quorum.—Three members of said Committee shall constitute a quorum.
Sec. 7 a.–Finance Committee. The Board of Directors may appoint, also from their own number, a Finance Committee to consist of the President, a Vice President and not less than five other Directors. It shall be the duty of said committee to provide for the investment of the funds of the Company in safe securities, such as insurance companies are permitted by law to invest in.
Sec. 8.—President. The President shall hold office for one year, or until his successor shall be appointed. It shall be the duty of the President to preside at the Stockholders meetings and at all the meetings of the Board of Directors; to have general and active management of the business of the Company; to execute all contracts and agreements authorized by the Board or by the Executive Committee, and to cause the seal of the Company to be affixed to any instrument requiring the same.
Sec. 9.–Vice Presidents. The Vice Presidents shall hold office for one year or until their successors shall be appointed. In the event of the absence or inability of the President to perform his duties, one of the Vice Presidents may, upon the request of the President or of the Executive Committee, exercise the powers and perform the duties of the President during such absence or inability, subject to the advice and control of the Board of Directors and of the Executive Committee.
Each Vice President shall perform such other duties as may from time to time be assigned to him by the President or by the Board of Directors or by the Executive Committee.
SEC. 10.—Secretary. The Secretary shall be a resident of the Commonwealth of Massachusetts, and if he
paid duties of committetor to
ceases to be such resident his office shall become vacant. He shall hold office for one year or until his successor shall be appointed, subject to removal by the Board at any time, with or without cause.
He shall give to the Company a bond, in a sum and with security satisfactory to the Board of Directors, or Executive Committee, for the faithful performance of the duties of his office, and the expenses thereof shall be paid from the funds of the Company.,
SEC. 11.—Duties of Secretary. The Secretary shall keep a record of all meetings of the Corporation, of the Board, and of the Executive Committee, and shall perform such other duties as may be prescribed.
Sec. II a.-Duties of Assistant Secretary. The Assistant Secretaries, duly elected by the Directors may, in the absence of the Secretary, perform the usual duties of the Secretary, and such other duties as may be determined by the Directors.
Sec. 12.-Treasurer. The Treasurer shall hold office for one year, or until his successor is appointed, subject to removal by the Board at any time, with or without cause.
Sec. 13.-Duties of Treasurer. He shall give to the Company a bond in a sum and with security satisfactory to the Board of Directors, or Executive Committee, for the faithful performance of the duties of his office, and the expenses thereof shall be paid from the funds of the Company. He shall sign and seal all certificates of stock, and the same shall be countersigned by the President, or, in his absence, by a Vice President.
Sec. 14.-Duties of Treasurer. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Company; he shall disburse the funds of the Company as may be ordered by the Board of Directors or Executive Committee, taking proper vouchers for such disbursements; shall render to the President and Directors at regular meetings of the Board of Directors or of the Executive Committee, or when they shall require, an account of all his transactions as Treasurer, and of the financial condition of the Company, and shall keep in safe custody the Seal of the Company.
SEC. 14 a.–Duties of Assistant Treasurer. The Assistant Treasurer, duly elected by the Directors, in the absence of the Treasurer may perform such duties of the Treasurer, and in such manner, as the Directors may determine; and shall give to the Company a bond in a sum and with security satisfactory to the Board of Directors, or Executive Committee, for the faithful performance of the duties of the office, and the expenses thereof shall be paid from the funds of the Company. The Treasurer shall not be responsible for the acts of the Assistant Treasurer.
Sec. 15.—Meetings of Stockholders. All meetings of the Stockholders after the first shall be held at the principal business office of the Company, in the city of Boston, unless the Directors shall otherwise provide and direct.
SEC. 16.—Annual Meeting of Stockholders. The annual stated meeting of the Stockholders after the year 1902, shall be held on the second Thursday of February in each year, at twelve o'clock M. .
Sec. 17.—Notice of Stockholders Annual Meeting. Notice of the annual meeting shall be mailed to each Stockholder, at his address as it appears upon the records of the Company, at least ten days prior to the meeting.
Stockholders may be represented by proxy or attorney, and shall be entitled to one vote for each share of stock held by them.
Proxies. Proxies may be authorized by written power of attorney, but no officer shall vote as proxy.
Quorum. Holders of one-third of the whole amount of stock issued and outstanding shall constitute a quorum.
Sec. 18.—Special Meetings of Stockholders. Special meetings of the Stockholders may be called by the President or by the Directors, and shall be called upon the written request to the President of five Directors, or upon the written request to the Directors of twenty Stockholders, or the owners of one-fifth part of the capital, stating the purpose of such meeting. Notice of such meetings shall be given by the Secretary, by mailing a notice at least six days prior to the date of the meeting, to each Stockholder of record, at his last known postoffice address as the same appears on the records of the Company.
Sec. 19.-Checks, Drafts, Etc. All checks, drafts, and orders for the payment of money shall be signed by the Treasurer, and he shall also sign promissory notes and other instruments and papers which he shall be authorized to sign by the Board of Directors, or the Executive Committee. Promissory notes, bills of exchange, checks and drafts for the payment of claims under policies of insurance exceeding five hundred dollars and all checks and drafts for a sum exceeding five hundred dollars, shall be countersigned by the President, or a Vice President.
Sec. 20.—Notices. Whenever under the provisions of these By-Laws, notice is required to be given to any Director, Officer, or Stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing by depositing the same in the post office, or letter box, in a postpaid sealed wrapper, addressed to such Director, Officer, or Stockholder, at his address if and as the same appears on the books of the Company, and such notice shall be deemed to be given at the time when the same shall be thus mailed.
Sec. 21-Waiver of Notice. Any Stockholder, Officer or Director may at any time waive in writing any notice required to be given under these By-Laws.
Sec. 22.–Offices. The Company shall maintain its principal office for the transaction of business in the City of Boston.
Sec. 23.—Transfer of Stock. Certificates of stock of the Company shall be transferable only upon the books
of the Company, and no transfer shall be complete until the same has been recorded in the stock ledger of the Company.
Sec. 24.-Amendment of By-Laws. The Stockholders, at any annual or special meeting may alter or amend these By-Laws, the amendment proposed having been stated in sukstance in the call for the meeting.