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Sec. 4.- Secretary. The Secretary, under the supervision of the President, shall keep the minutes of the Board of Directors and Committees, shall give proper notice of all meetings of the stockholders, of the Board of Directors, and of all committees. He shall superintend the keeping and have charge of the books, papers and records pertaining to his office, sign certificates of stock and such other documents as shall require his signature; make or superintend the making of monthly and annual statements (except those pertaining to the insurance business) to the Board, which shall fully show the current business and condition of the Company, and perform generally all the duties incident to the office of the Secretary. The address of each stockholder shall be kept by the Secretary, which address shall be furnished by the stockholder.

Sec. 5.Treasurer. The Treasurer shall, under the supervision of the President, receive and take care of all moneys, securities and evidences of indebtedness belonging to the Corporation, enter its receipts and payments in books to be kept for that purpose, and deposit the funds of the Company at the close of each day in such bank or banks, or such depositories as the Board may direct. Such moneys to be deposited agreeably to Art. III, Sec. 2, hereof in the name of the Treasurer of the Corporation, as Treasurer thereof.

He shall pay all bills, but such payments must be subject to the approval of the Department for which they are made.

He shall sign all cheques, which must be countersigned by the President, or, in his absence, by the Vice President.

He shall, upon demand, produce to the Board at every meeting his cheque-book and bank-book, and at least monthly shall have the latter duly settled.

He shall report all loans, together with the names of the borrowers, terms of loans, rates of interest, and description of collateral, promptly to the Board of Directors at each stated meeting.

He shall give bond for the faithful discharge of his duties in such sums and with such surety as the Board of Directors from time to time may require.

The expense of obtaining the surety shall be defrayed by the Company.

Sec. 6.-Medical Director. The Board of Directors shall annually elect a Medical Director, who shall hold office at the pleasure of the Board, and shall be the official medical advisor of the Company.

The Medical Director shall have charge of all matters of medical interest relating to the life insurance business of the Company, including all the medical details of the applications, certificates of examinations and proofs of loss.

He shall examine and pass upon all applications for insurance, his favorable certificate or indorsement, from a medical standpoint, being required for the acceptance of each and every risk, unless this requirement is waived by the Committee on Insurance. .

He shall decide upon the approval, disapproval or continuance of all Medical Examiners; his approval being required in every instance before certificates of examination may be passed.

Assistant. He may appoint an assistant, who shall perform such duties in connection with the Medical Department, as may be assigned him by the Medical Director.

ARTICLE V. SECTION 1.-Acknowledgments and Satisfaction of Mortgages. The President, and a Vice-President and Secretary, or any two of them, of The Security Trust & Life Insurance Company, are hereby authorized to execute under the corporate seal of the Company, and to acknowledge as its act and deed, good and sufficient releases or, covenants of exoneration of any property covered by mortgage or liens owned by this Company, the release of which has been or may be authorized by the Board of Directors or Committee on Finance; and also to appear in

the office of the Recorder of Deeds or other office or Court of Record, of the City of Philadelphia, or of any other of the counties of the State of Pennsylvania, or elsewhere, and acknowledge and enter satisfaction on the margin of the record of any mortgage, judgment, or other lien made, or assigned to, and held by the said Company, either in its own right, or as Trustee, or in any other capacity, in full discharge of the debt and interest represented by said mortgage, judgment or lien, upon payment of the same; and also to appoint as may be necessary and convenient, a substitute deputy or attorney for these purposes, in special cases, and to use the Corporate Seal of the said Company, duly attested, as evidence of such appointment; and the President or a Vice President, and the Secretary of the Company, are hereby empowered to execute under the Corporate Seal of the Company, and to acknowledge as its act and deed good and sufficient conveyance to the purchaser of any of the Company's real estate (except that held for its own office purposes) sale of which has been or may be authorized by the aforesaid Board or Committee.

ARTICLE VI. SECTION 1.-Stock Certificates. All Certificates of Stock shall be signed by the President, countersigned by the Secretary, and authenticated by the seal of the Company, and shall be registered as directed by the Board of Directors.

Sec. 2.-Transferring Stock. Transfers of stock shall be made only on the books of the Company, either by the holder in person or by his duly authorized attorney. Satisfactory evidence of such authority shall be produced by the Company and left with it, if required. The transfer books shall be closed thirty days before the annual meeting.

Sec. 3.-Transfers by Executors, '&c. In case of transfers by executors, administrators, guardians, or other legal representatives, duly authenticated, evidence of their authority shall be produced to the Company. The Company may require them to be deposited to remain with it during its pleasure.

Sec. 4.-Certificates to be Cancelled. Upon the transfer and surrender of any certificate of stock it shall be immediately cancelled and pasted on the margin of the certificate book from which it was originally taken.

Sec. 5.—Lost Certificates. Any person or corporation claiming a certificate of stock of this Company to be issued in lieu of one lost or destroyed, shall make an affidavit or affirmation of the fact, and therein state the circumstances of the loss or destruction, and advertise the same in two daily newspapers in Philadelphia, twice a week for two weeks, describing the certificate, and shall transmit to the office of the Company the affidavit or affirmation with advertisement, and give to the Company a satisfactory bond of indemnity, with one or more sureties in a sum to be fixed by the Board of Directors to secure the Company against any damage or loss that may arise from issuing the new certificate ; also a similar affidavit or affirmation with advertisement and bond to file with the Registrar of stock; whereupon two months after the last advertisement as a foresaid, a new certificate may be issued, and said new certificate shall bear upon its face that it is issued in lieu of the certificate lost or mislaid.

ARTICLE VII. SECTION 1.-Amendments. No alteration or amendment shall be made in these By-Laws, unless presented in writing at a stated meeting of the Board, and considered and finally adopted at a subsequent stated meeting by the affirmative vote of the majority of Directors present.

Any By-Laws may be suspended by the affirmative vote of the majority of Directors present.

CHARTER AND BY-LAWS OF THE STATE MUTUAL LIFE,

ASSURANCE COMPANY.

Commonwealth of Massachusetts, in the year one thousand eight hundred and forty-four. An act to incor. porate the State Mutual Life Assurance Company of Worcester. Be it enacted by the Senate and House of Representatives in the general court assembled, and by the authority of the same, as follows:

Section 1. John Davis, Benjamin Balch, and Clarendon Harris, their associates and successors, are hereby made a corporation by the name of “State Mutual Life Assurance Company" of Worcester, for the purpose of making assurances on single lives, joint lives and survivorships, and for making reversionary payments, on the principle of mutual contribution, and mutual participa. tion in the surplus funds or otherwise, with all the powers and privileges, and subject to all the duties and liabilities contained in the thirty-seventh and fortyfourth chapters of the revised statutes, so far as the same may be applicable to this corporation.

Sec. 2. When 150 persons have subscribed to become members of the said company by being assured for one or more years, or for the whole term of life, the first meeting may be called for the purpose of organizing the corporation, but only one-half of the whole number of directors shall then be chosen. Immediately after such organization, books shall be opened for the subscription of a guarantee capital of one hun. dred thousand dollars, to be divided into shares by the corporation thus organized, half of which shall be paid in cash, or secured as hereinafter provided for its investment. Before the said corporation shall go into operation for the purpose of making assurances, the other half of said stock n'y be called for by the directors so elected, from time to time, when they deem it necessary or expedient, and shall be paid in by the holders of the stock, which shall always stand pledged to the corpora. tion for all such assessments, so called for, and said stock shall be entitled to an annual dividend, not exceed. ing 7 per centum on the amount, paid in.

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