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Sec. 6.—Polls. The polls shall be opened at 12 o'clock, noon, and shall be kept open until 1 o'clock P. M. of the same day, at which time the same shall be closed, and the tellers shall report the result of the election before the meeting adjourns.
Sec. 7.—Candidate for Director. No one shall be considered as a candidate for the office of Director, nor shall any votes be received or counted for any one, unless written notice of his nomination or candidacy shall have been filed with the Secretary of the Company, for the information of the stockholders, not less than thirty (30) days prior to the annual election; but members of the then existing Board may be voted for without such notice.
Sec. 8. At all elections for Directors, the votes of the stockholders shall be by ballot, each share of stock having one vote.
Sec. 9.-Special Meetings. Special meetings of the stockholders may be called by the Board of Directors. Written or printed notice, stating the business to be transacted shall be mailed to the last recorded address of each stockholder, as furnished to the Secretary, at least six days before each meeting.
SEC. 10.-Order of Business. The order of business at the stockholders' meeting shall be as follows:
1. Roll call (if called for).
Election of Directors.
SECTION 1.-Fifteen Directors. The affairs of the Company shall be managed by fifteen Directors, stockholders of the Company.
SEC. 2.—Directors to Elect Officers. The Directors shall, at the first stated meeting after the annual meeting of the stockholders, elect one of their number to be President, and one or more of their number to be Vice-Presidents. They shall also elect a Solicitor, a Secretary, a Treasurer, a Medical Director and such other officers as may be from time to time required for the prompt and orderly transaction of its business. The duties of all officers not otherwise herein expressed, shall be prescribed by the Board; or by the President, when authorized by the Board; but no officer, except the President, VicePresidents or Solicitor shall be a member of the Board.
Sec. 3. In case of a vacancy in any of the offices herein named, the President shall have power to fill such vacancy until the next meeting of the Board.
Sec. 4.-Vacancies Filled by Board. In case of the death or resignation of a Director, or his ceasing to be a stockholder of the Company, the vacancy occasioned thereby shall be filled by the remaining Directors.
Sec. 5.—Yeas and Nays. The yeas and nays on any question shall be called and recorded at the request of any two members present at a meeting.
Sec. 6.—Expulsion of Directors. Any member of the Board of Directors, on motion, may be expelled for any cause adjudged sufficient, after an opportunity of being heard, by the affirmative vote of twelve Directors; provided, however, such vote is not taken at the meeting at which such motion is made. The motion must lie over for action until the next stated meeting of the Board, at least six days, prior notice of which must be sent by the Secretary in writing, to each Director, and to the person accused, stating the name of the person proposed to be expelled, and announcing the fact that the hearing will take place at such a meeting and a vote taken thereon.
Sec. 7.-Stated Meetings. Stated meetings of the Board shall be held on the second Tuesday of January, April, July and October of each year and at such time as may be fixed by the Board.
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Sec. 8. Special meetings of the Board may be called at any time by the President, and shall be called by the President on the written request of at least five Directors. The notices of such special meeting shall state the business to be acted upon.
Sec. 9.—Place of Board Meetings; Quorum; Order of Business for Stated Meetings. All meetings of the Board shall be held at the office of the Company, unless otherwise ordered by the Board, and five members shall constitute a quorum.
I. Roll Call.
4. Reports of Standing Committees and action thereon.
Reports of Special Committees and action thereon.
ARTICLE III. SECTION 1.Standing Committees. The President, with the approval of the Board of Directors, shall, at the first stated meeting after the annual election, appoint Standing Committees of four members each, as follows:
SEC. 2.-Executive Committee. An Executive Committee consisting of three members of the Board, said Committee to have general control of the affairs of the Company, under the direction of the Board; they shall have special control of all investment of the funds of the Company, examine accounts, deposit the funds in such bank or banks as may be designated by the Directors, and shall exercise a general supervision over all the affairs of the Company and make a report of all their transactions in writing to each stated meeting of the Board.
Sec. 3.-Committee on Insurance. A Committee on Insurance to decide upon the dates of premiums and sums to be insured, the forms of all policy contracts, applications, examinations and other forms appertaining thereto, subject to the approval of the Board. They shall have charge of all insurances to be made by the Company, and in all cases of doubt, expediency or emergency relative thereto, where objection has been raised, this committee shall be consulted, and they shall decide the course of action to be pursued. They shall also decide upon the appointment of Agents for the Company, prescribing the localities in which business may be transacted. They shall have power to visit and inspect, from time to time, the established Agencies of the Company, report as to the condition thereof, and determine the desirability of extending the Company's insurance business; all contracts with general or special agents or solicitors, and any extra or other allowance relating thereto, as well as all bills for traveling and other expenses, incident to the agency business of the Company, shall be subject to the approval of this Committee. The Committee shall examine and decide upon all claims against the Company in the Insurance Department, and determine upon the payment or compromise thereof, and have authority to employ counsel. They shall also have in charge all matters pertaining to the medical business of the Company.
Officers. SECTION 1.-President. The President shall preside at the meetings of the Board of Directors. He shall have the general care and supervision of all the affairs and business of the Company; shall see to the proper performance of their duties by the other officers and employees; and, in general, shall perform all the acts and duties incident to his office, or which may be prescribed by the By-Laws, or by the Board of Directors.
He shall be ex-officio a member of all Standing Committees.
He shall have charge of the seal of the Company. He shall (without further or special authority or direction) sign all cheques, execute and deliver upon behalf of the Company, all such Deeds, Policies of Insurance, Certificates of Stock, and other instruments of writing, as may be duly ordered, or be requisite in carrying on the business of the Company in any of its departments, or in any capacity. He may, where necessary or proper, require the Secretary to attest the same; and either the President or the Secretary, under the President's direction, or both, when necessary, shall acknowledge or make affidavit to such deeds and other instruments.
He shall have power to appoint and remove all persons in the service of the Company, except those elected by the Board of Directors; he may suspend any of those so selected, excepting the Vice-Presidents, until the next stated meeting, or until any intervening special meeting of the Board of Directors, which he may deem proper to convene for that purpose, at which stated or special meeting he shall report his action.
During the absence or sickness of any officer or employee, he shall have authority to appoint a substitute to fill the vacancy pro tempore, with such powers as attach to the position so filled.
SEC. 2.–Vice President. The Vice Presidents (in their respective numeral order) shall, during the absence or inability of the President, have his powers and perform his duties.
Sec. 3.-Actuary. The Actuary shall, under the supervision of the President, have in his special charge all matters of calculation and determine the value of all policies and life interests, the contribution to surplus from each policy, and any other value depending upon life or other contingency.
He shall furnish all tables and rates requisite for the insurance business of the Company, including all necessary valuations.
He shall make reports monthly, or oftener if required, to the Board, sign all policies and other papers issued by the Company requiring his signature, and perform such other duties as may be required of him by the Board.