POWERS AND DUTIES OF THE DIRECTORS.

1. They shall choose in addition to the officers before mentioned three auditors, who shall be members of the company, but not of the board of directors.

2. They shall hold regular meetings at the office of the company as often as once in each month on such days as they may choose.

3. They shall determine the compensation of all officers, shall prescribe the forms of applications and of policies, shall establish the rates of cash premiums, and shall provide for the safe keeping of the bonds of officers and agents and shall require, when they deem it expedient, additional or better security.

4. They may appoint and remove for cause the secretary, treasurer and all subordinate officers.

5. The board may be divided into committees who shall have authority to transact all ordinary business that properly comes before them.

6. The board shall have the power to fill any vacancy that may occur during any year by the death or resignation of a director. The choice shall be by ballot and may be had at any regular meeting of the board after that at which said vacancy is announced.

7. They may adopt, generally, such means for the management of the business of the company, and make such regulations for their own government, not inconsistent with these by-laws, as they deem expedient.

8. At each annual meeting of the company they shall make in detail a full report of the affairs and business of the company.

PRESIDENT AND VICE-PRESIDENT.

1. The president, and in his absence the vicepresident, shall preside at all meetings of the company, or of the board of directors, or of the financial committee.

If the president and vice-president shall be absent from any meeting of the company, or of the board of directors, or of the financial committee, then each of these bodies shall elect a temporary chairman.

2. The president shall be the administrative officer

of the company, and shall, subject to the control of the board of directors, direct and manage its affairs. All policies, deeds, releases, contracts and documents of every kind, which have to be executed by the company to be binding on it, shall be executed by the president. In case the president is absent or unable to discharge his duties, all the functions and duties of his office shall devolve upon the vice-president.

THE FINANCIAL COMMITTEE.

1. The president and six members of the board of directors, duly elected, shall constitute the financial committee.

2. This committee shall invest the funds of the company, and may in its discretion collect or sell any securities on hand and reinvest the proceeds thereof.

3. Regular meetings of this committee shall be held as often as twice in each month.

SECRETARY AND TREASURER.

1. The secretary shall keep a record of the doings of the company, of the proceedings of the board of directors, and of the financial committee, in separate books, and shall lay the records of the committee before the board at its next meeting after they are made. He shall keep such other records as may be required by the board, and shall countersign all policies.

2. If the secretary is absent or unable to discharge the duties of his office, a secretary pro tem. may be chosen.

3. The treasurer shall give such bonds as are approved by the directors, and the same shall be so drawn as to cover reëlections. The directors may require new bonds or additional sureties where they see fit.

4. All funds of the company shall be deposited in its name in two or more banks. All checks shall be signed by two of the following officers: The President, the Vice-President, the Secretary, the Treasurer. It shall be the duty of the Treasurer when present to sign checks with either of the above-named officers.

AUDITORS.

1. The auditors shall, as often as quarterly, examine the accounts of the secretary and treasurer, and make report thereon, which report shall be entered by the secretary with the records of the proceedings of the board of directors. Twice in each year they shall inspect all the securities of the company, comparing them with the descriptive list of the same as kept by the treasurer. Such an inspection shall also be made immediately upon the office of treasurer becoming vacant from any cause.

POLICY-HOLDERS.

1. If any person procuring a policy shall fail to pay the premium at the times appointed, or shall otherwise fail to comply with the terms of the contract, such policy shall thereafter be void, and all payments made shall be forfeited to the company, except as provided in the 186th Chapter of the Acts of 1861, and in the 119th Chapter of the Public Statutes of Massachusetts, and in the Massachusetts Insurance Act of 1887, and in the Massachusetts Insurance Act of 1894.

MEETINGS OF THE COMPANY.

1. The annual meeting shall be held on the third Tuesday in January in each year, at 10 o'clock A. M. 2. All meetings shall be held at the office in Wor

cester.

NOTIFICATION OF MEETINGS.

1. Nothing shall be acted on at any meeting unless substantially contained in the notice.

2.

The secretary shall notify the annual meetings by publishing in some newspaper, in Worcester, an advertisement thereof, once or more, fourteen days at least before the day of assembling.

3. Special meetings shall be called by the secretary when thereto requested by the president, by a majority of the directors, or by one hundred insured members, provided such request be in writing and set forth the cause of such call. Notice of such meeting shall be published in the same manner as for annual meetings.

1.

2.

VOTING.

All officers shall be chosen by ballot.

Each insured member shall be entitled to one vote and one vote for every five thousand dollars insurance additional to five thousand dollars, provided that no member shall be entitled to more than six votes.

3. Members may vote by proxies dated and executed within three months and returned and recorded on the books of the company seven days or more before the meeting at which they are to be used; but no person shall be allowed as proxy or otherwise to cast more than twenty votes, and no officer shall himself, or by another ask for, receive, procure to be obtained, or use a proxy vote.

AMENDMENTS AND ALTERATIONS.

These by-laws may be amended, altered, or repealed by two-thirds of the votes cast at any annual meeting of the company provided that proper notice thereof is given in the call for such meeting.

CHARTER AND BY-LAWS OF THE TRAVELERS INSURANCE COMPANY, OF HARTFORD, CONNECTICUT.

At a General Assembly of the State of Connecticut, holden at Hartford, in said State, on the first Wednesday of May, in the year of our Lord one thousand eight hundred and sixty-three, upon the petition of James G. Batterson and other citizens of Hartford, praying for a charter of a passenger insurance company. Resolved by this Assembly: SECTION 1. That the petitioners-to-wit, James G. Batterson, John L. Bunce, Gustavus F. Davis, George Sexton, William L. Collins, Elijah H. Owen, James L. Howard, Charles F. Howard, Alfred E. Burr, Henry Keney, William H. D. Callender, George S. Gilman-and all others who may become associated with them as stockholders, as is hereinafter provided, their successors and assigns forever, be and they hereby are created and made a body corporate and politic, for the purpose of insuring persons against the accidental loss of life, or personal injury, sustained while traveling by railway, steamboat, or other mode of conveyance, by the name of The Travelers Insurance Company; and by that name shall be and hereby are empowered to purchase, have, hold, possess and enjoy, to themselves and their successors, lands, tenements, hereditaments, goods, chattels, and effects of every kind; and the same to grant, alien, sell, invest, and dispose of; to sue and be sued, plead and be impleaded in all courts of justice; to have and use a common seal, and the same to change, alter, and renew at pleasure, and to ordain and put into execution such by-laws and regulations as they may deem proper for the well ordering and government