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of said corporation and the transaction of its business; provided they be not repugnant to the laws of the United States or of this State, or to the provisions of this act of incorporation.
SEC. 2. The capital stock of said corporation shall not be less than one hundred thousand dollars, and may be at any time hereafter increased by said company to any sum not exceeding two hundred and fifty thousand dollars, and shall be divided into shares of one hundred dollars each; and there shall be paid into the treasury of said corporation, by each subscriber to said capital stock, at the time of subscribing for the same, an installment of ten dollars on each share of stock by him subscribed for; and a further installment of ten dollars on each share shall be paid within sixty days after the organization of said company; and the remainder of said shares, so subscribed for, shall, within sixty days after the organization of said company, be secured to be paid, either by bonds and mortgage on real estate, or by such indorsed promissory notes as shall be approved of by the directors of said corporation and two-thirds of the corporators herein named; and shall be payable in such installments and at such times as the directors may determine; and such indursers shall have a lien on the stock for which such note or notes are given.
SEC. 3. The capital stock of said corporation shall be transferable according to the rules and regulations of the company; and if any subscriber of any share or shares of stock shall neglect or refuse to pay the installments as aforesaid, or to secure the payment of the residue of the stock by him subscribed, as aforesaid, for the space of sixty days after the same shall become due or required, and after he or they shall have been notified thereof, the stock of such negligent stockholder shall be sold by the directors at public auction, giving at least twenty days' notice thereof in some newspaper published in Hartford; and the proceeds of said sale shall be first applied in payment of the installments called for and the expenses attending the sale, and the balance, if any, shall be refunded to the owner of said stock; and such sale shall in all respects entitle the purchaser to all the rights of a stockholder to the extent of the shares so bought.
Sec. 4. The business of said corporation shall be the insuring of persons against the accidental loss of life or personal injury sustained while traveling by railway, steamer or other modes of conveyance in the United States and other countries; and contracts of insurance 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 and provided for by the by-laws of said corporation.
SEC. 5. The office of said company shall be located in Hartford, and the stock, property and affairs of said corporation shall be managed and conducted by not less than seven nor more than seventeen directors (the number of said directors to be determined by the by-laws of said company), to be chosen by ballot from among and by the stockholders; which directors first chosen shall hold their offices until the first Tuesday of May next ensuing their election, and until others are chosen to supply their places; and the annual meeting for the choice of directors shall (after the first election) be holden at the city of Hartford on the first Tuesday in May, or such other day in the month of May as shall be determined by the by-laws of said corporation. In the choice of directors as aforesaid, each stockholder, present or represented by his attorney, shall be allowed one vote for each and every share of stock by him then held, and none but stockholders shall be eligible to the office of director. And the stockholders may determine what number of directors may constitute a quorum for business.
Sec. 6. If it shall so happen that an election of directors of said corporation shall not take place at the time of the annual meeting thereof in any year, said corporation shall not be dissolved thereby, but an election may be had at any time within one year thereafter; the time to be fixed upon, and notice thereof given, by the directors last chosen. And public notice,
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by order of the directors, shall always be given at least ten days previous to any meeting of the stockholders, in a newspaper printed in Hartford, and in such other way as may be deemed expedient. And the president shall have power to call special meetings of the stockholders, whenever thereto requested by a majority of the directors.
Sec. 7. To carry out the provisions of this act, and to organize the said corporation, James G. Batterson, George M. Bartholomew, Gustavus F. Davis and William L. Collins are authorized and appointed to receive subscriptions to the capital stock thereof and the first installment thereon; and as such are hereby authorized to close the subscription books of said company when the said capital stock shall be fully subscribed, or, in case that said capital stock shall be over-subscribed, to distribute and apportion the same among the subscribers as the said persons so appointed as aforesaid to distribute may deem proper. And when the capital stock shall have been subscribed for, and the first installment has been paid thereon, by a notice published in some news. paper printed in Hartford, three weeks before the time of meeting, the said subscribers may meet together at the time and place named in said call, and adopt such bylaws, rules and regulations as may be necessary and convenient for commencing and carrying on business under this act. They may also, at the same or some subsequent time, choose a board of directors in the manner hereinbefore provided, who shall hold their offices, with all the powers given to directors by this act, until others are chosen to supply their places. And when the by-laws have been adopted, and the directors have been chosen as aforesaid, and when the board of directors shall have been organized by the choice of a president and secretary, the said corporation may exercise all the powers and privileges conferred by this act.
SEC. 8. The directors may choose a president, vicepresident and secretary of their corporation, and appoint such other officers, clerks, and agents, and establish such
agencies in this State and elsewhere, as shall be by them deemed advisable for conducting the business of the company; fix their compensation, and take bonds for any and all of them for the faithful performance of their duties; and make such covenants and agreements as may be deemed necessary. The president and vice-president shall be chosen from among the directors, and may hold their appointments for one year and until others are chosen; but the other officers and servants of said company may be displaced, and new ones appointed, at the pleasure of the directors. In the absence or disability of the president, the vice-president shall preside; and if both are absent or disabled, the directors may choose a president pro tempore. And in case any vacancy shall occur in the board of directors, the remaining directors may choose a director or directors from among the stockholders to fill such vacancy; who shall hold the appointment until others are chosen in their places.
SEC. 9. All policies of insurance, or other contracts authorized by this act, may be made with or without the seal of said corporation, and shall be binding and obligatory upon said corporation according to the true intent and meaning of such policies and contracts.
SEC. 10. The capital stock, moneys, and personal estate of said corporation may be invested, at the discretion of the directors, either in loans upon bonds and mortgages upon real estate, or in United States stocks, bank stocks, or stocks or bonds created by any State; or of corporations created by this State; and the same may be called in and reinvested at pleasure, under the provisions of this act; and it shall be the duty of said corporation to make annually a report to the General Assembly, containing a full and accurate statement of its condition and affairs.
SEC. II. Suits at law may be maintained by any stockholder, or person insured by said company, against said corporation, for losses or injuries insured against by said company, if payment shall be withheld more than thirty days after the same shall be due and payable by the terms of the policy of insurance or other contract, and after the said corporation shall have been duly notified of such loss or injury.
SEC. 12. This act may be altered, amended or repealed at the pleasure of the general assembly, and nothing contained therein shall be so construed as to authorize said company to engage in the business of banking,
Approved June 17 1863.
AMENDMENTS. Upon the petition of The Travelers Insurance Company of Hartford:
Resolved by this Assembly: SECTION 1. That The Trayelers Insurance Company be and the same are hereby authorized and empowered to insure persons against and to make all and every insurance connected with accidental loss of life or personal injury sustained by accident ofevery description, on such terms and conditions, and for such periods of time, and confined to such countries and to such persons, as shall be, from time to time, ordered and provided for by the by-laws of said corporation.
SEC. 2. That the capital stock of said corporation may be increased to an amount not exceeding one million dollars in the whole, including the stock already authorized and issued; and that said company be, and they hereby are, authorized, by their directors or stockholders, to cause said increase of their capital stock to be issued at such time or times, and in such manner, as they may deem expedient.
Sec. 3: That the stockholders of said company, at any annual meeting, may determine the number of directors which shall be elected for the succeeding year, and the number so determined said company is authorized to elect; provided, that in no case shall less than seven directors be chosen.
Sec. 4. This resolution shall go into effect when the same shall be approved at a meeting of the stockholders of said company, called for that purpose.