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CHARTER AND BY-LAWS OF THE CONNECTICUT MUTUAL LIFE INSURANCE COMPANY.

At a General Assembly of the State of Connecticut, holdon at New Haven in said State, on the first Wednesday of May, in the year of our Lord one thousand eight hundred and forty-six. Resolved by this assembly.

SECTION 1. That Edson Fessenden, Richard M. Brown, E. O. Goodwin, E. B. Pratt, David S. Dodge, Guy R. Phelps, Thompson J. Work, L. B. Goodman, Hoyt Freeman, and James A. Ayralt, and all others who may become members or associates with them as hereinafter provided, and their successors forever, be and they hereby are created, ordained, constituted and declared, to be a body corporate and politic by the name of the Connecticut Mutual Life Insurance Company, to be located in the city of Hartford, in this State, and by that name they and their successors shall and may forever hereafter be capable in law to sue and be sued, plead and be impleaded, answer and be answered unto, defend and be defended in all courts of record and in every other place or places, whatsoever; also to devise, have, and use a common seal, and the same to break, change, alter and renew at pleasure; also to ordain, establish, and put in execution all such by-laws, rules and regulations as shall be necessary and convenient for the government of said corporation, and for the proper management of the concerns thereof; also, to purchase, hold and convey any estate, real or personal, for the use of said corporation; provided the real estate so holden be only such as shall be necessary for the purpose of erecting buildings thereon in which to meet and transact the business of said corporation, or such as shall have been bona fide mortgaged to it by way of security, or conveyed in satisfaction of debts contracted in the course of its business, or taken in execution on judg

ments or decrees, which shall have been obtained for such debts or for other cause.

SEC. 2. That Edson Fessenden, E. B. Pratt, and Guy R. Phelps, or either two of them, shall have power to call the first meeting of said corporation, by giving notice of the time and place of holding the same, in two newspapers published in Hartford, at least fifteen days before the time of holding the same; which said meeting shall be held at the City of Hartford; and shall be called within twelve months from the passage of this act, when said corporation shall elect by ballot twelve directors, who shall be members thereof, a majority of whom shall be citizens and residents of this State, and none of whom shall hold a like office or agency in any other life insurance company, who shall manage the concerns of said company until others are elected; and no member shall be eligible as a director for more than four successive years, except the directors holding the offices of President and Vice President.

SEC. 3. The election of directors shall be holden in Hartford, on the first Wednesday of January in each year, at the office of the company, or such other place in the city of Hartford as the majority of the directors may designate; public notice of which shall be given by the Secretary in one or more newspapers printed in the city of Hartford, at least two weeks previous to the time of holding such election. And if any of said directors shall die, the remaining directors shall have power to fill such vacancy or vacancies until the next annual meeting. And in case an election of directors should not be held on the day designated by this act, the corporation shall not be dissolved for that cause, but such meeting may be held thereafter on any day within one year, to be designated by the Board of Directors for the time being, they giving two weeks' previous notice, by publishing the same in one or more newspapers printed in Hartford.

SEC. 4. That the directors shall have power to choose a President, Vice President, Secretary, and such other

officers and servants as they may deem necessary for the prosecution of their business. The President and Vice President shall hold their respective offices for the term of one year, and until others are chosen in their stead, but may always be reelected or chosen; and the other officers and servants of said corporation may be changed by the Board of Directors at their pleasure. And said directors shall at all times superintend and manage the funds, property and effects of said corporation; five of whom shall constitute a quorum for the transaction of business.

SEC. 5. That all and every person or persons who shall at any time hereafter become insured in or with said company, shall be deemed and taken as members of said corporation, for and during the time specified in his or their respective policies, and no longer, and shall at all times be concluded and bound by the provisions of this

act.

SEC. 6. That it shall be lawful for the members of said company to cause their respective lives to be insured therein, and to grant policies upon all and any insurance appertaining to or connected with life risks, annuities, and premiums of whatever kind or nature.

SEC. 7. That it shall be lawful for said corporation to loan their funds and moneys, or any part thereof, upon bond and mortgage of unincumbered real estate (but the same at the time, shall be worth at least double the amount loaned thereon), and upon State stocks and bank stocks (such stocks to be worth 25 per cent above the amount loaned thereon at the time), and may call in and reinvest the same at pleasure, under the provisions of this section.

SEC. 8. That policies may issue to any married woman in her name or in the name of a third person as trustee, to cause to be insured for her sole use the life of her husband for any given period, or for the term of his natural life; and in the case of her surviving her husband, the sum or net amount of the insurance shall be payable to

her and for her own sole use and benefit, free from any claims of either or any of the creditors or representatives of her husband, and in case of the death of the wife before the decease of her husband, the amount of the insurance may be payable after her death to her child or children, for his or their benefit, and to his, her, or their guardian or guardians, if under age. Provided, that this section shall not apply to insurance when the annual premium on the policy shall exceed the sum of one hundred dollars, unless paid from the private property of the wife.

SEC. 9. That the corporation may take the promissory notes or other obligations of the insured in part or for the whole of the premium of insurance at the discretion of said company.

SEC. 10. That all policies of insurance which shall be made by this company, in pursuance of this act, may be made on such terms and conditions and for such periods of time and confined to such persons as shall be from time to time ordered by the by-laws of said corporation. And if at any time there shall be a just claim on this company for losses sustained, to a greater amount than they have funds on hand to discharge, in such case the directors for the time being shall immediately assess such deficiency in a ratable proportion, on all persons or their representatives, who are indebted by note or other obligations to this company, given in advance according to the amount of each note or obligation; provided that such assessment shall not exceed the amount of the aforesaid notes or other obligations respectively; of which assessment written notice shall be given by said company to each person SO assessed as aforesaid, said notice stating the amount required to be paid by the person SO assessed and notified. And each and every person or his or her legai representatives so notified shall pay the same to the company within sixty days after said notification and in default thereof, shall forfeit all right and claims to any policy that he or she may have obtained, be no longer a member of said cor

poration, and shall be liable to the amount of said assessment and for all future assessments, with lawful interest till paid, to be recovered by action with costs, before any court of competent jurisdiction. And said company may at any time collect the whole or any part of the debts due them according to the terms of such contract.

SEC. II. That all policies issued by said corporation shall be with or without the seal thereof, and on being signed by the President, or Vice President, and countersigned by the Secretary, shall be obligatory and binding upon said corporation, according to the tenor and true intent of said policies.

SEC. 12. That all suits at law or in equity may be prosecuted and maintained by any member against said corporation, and every member thereof, not being in his individual capacity a party to said suit, shall be competent as a witness therein, in like manner, in any suit in law or in equity, prosecuted and maintained by said company as plaintiff or complainant against any member of said company.

SEC. 13. That the company may receive notes or other securities for premiums in advance from persons. intending to receive its policies, for which such persons may be allowed a sum not exceeding 6 per cent per annum. And said company may negotiate the same for the purpose of paying claims only. This section to be in operation for the term of two years only from the time of the commencement of business by the company.

SEC. 14. On the first Wednesday of January after the organization of said company, or within one month thereof, and in like manner and at like time in each succeeding year, the said company shall cause an estimate to be made of the profits and true state of their affairs for the preceding year, which estimate shall be conclusive and binding upon all persons entitled to receive certificates as hereinafter provided, and shall thereupon cause a balance to be struck of the affairs of said company, in which they shall charge each member with a

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