MAY INVEST IN REAL ESTATE IN OTHER STATES

General Assembly, January Session, A. D. 1887.

Resolved by this Assembly: That the Connecticut Mutual Life Insurance Company shall have the power to invest, in addition to the powers of investment in real estate, granted in their charter and amendments, a sum not exceeding 5 per centum of their assets in productive real estate outside of this State.

Approved April 7, 1887.

ANNUAL MEETING TO BE HELD IN FEBRUARY.

General Assembly, January Session, A. D. 1893.

Resolved by this Assembly: SECTION 1. That the time for holding the annual meeting of The Connecticut Mutual Life Insurance Company is hereby changed from the fourth Wednesday in March to the fourth Wednesday in February in each year.

SEC. 2. This amendment may be accepted by the Board of Directors.

Approved January 26, 1893.

[Re the by-laws of the Connecticut Mutual we quote from a letter as follows:

"To-day there are no existing by-laws which the company observes in its conduct or management, or which have any force or effect in its affairs; and this has been due, in chief, to the character of our charter, which has, with its amendments, proved wholly sufficient for the company's requirements; and to the fact, that its interests are committed to a Board of Directors that always acts as a committee of the whole, upon every important current subject matter, and whose votes, from time to time in the company's history have determined all questions of its policy and of its progress.

With this reference to the history of the matter, we beg to hand you herewith a copy of the only by-laws ever adopted by the members of this company, to-wit: those passed at the annual meeting on the 6th day of January,

1847; and the last reference, in the company's records, to these by-laws, or to any other, appears in a record of a meeting of the directors on the 11th of May, 1866, when the President and the company's legal adviser were appointed a committee to examine into the by-laws, and report what was necessary for the action of the board. This committee never made a report, and for the same reason that Hon. Henry C. Robinson, who was then a member of that committee, and is now our senior director, and counsel, upon inspection of the records, and knowing the company's history, was of the opinion that no report was necessary, and that there was nothing to be done in the premises, as the company had outgrown the need of its original by-laws, and they had become even at that date, substantially obsolete."]

BY-LAWS.

Annual Meeting, January 6, 1847.

The following by-laws were passed:

I. All officers of this corporation shall be chosen by ballot.

2. Any member of this corporation may delegate his right of voting, by proxy, which shall be good for one annual meeting, only, which proxy shall be filed with the Secretary.

3. *The directors shall not take more than five thousand dollars risk on any single life.

4. A tariff of premiums shall be fixed by the directors, below which no risk shall be taken. The directors shall prescribe the forms of application, of policies, of interrogatories, bonds, certificates, and of all other documents and papers; the terms and conditions of contracts; the mode of keeping the accounts and records; and shall manage, in a systematic and safe manner, the whole business confided to their charge.

* The maximum risk is now $50,000 on a single life.

5. The directors shall appoint a Finance Committee of three, who shall, subject to the provisions of law, and the general supervision of the directors, invest the funds of the company, and keep them safely invested. They may collect the securities, and dispose of the property of the company, and reinvest the proceeds or appropriate the same in payment of charges against the company, or otherwise dispose of the same as the interests of the company shall require, subject to the control of the directors; but they shall in no event make a loan to themselves. They shall examine and adjust all charges and claims against the company.

6. The Secretary shall keep a record of the doings of the corporation and of the directors. He shall keep, in a safe and secure manner, all the moneys, notes, and securities, or other property of the corporation confided to his care, and do and perform such other services as the board shall direct. He shall also give bonds, with sufficient surety to be approved by the board, in such form and amount as the board shall prescribe; which bond shall be kept by the President; and new bonds may be required by the directors, whenever they shall judge it necessary.

7. The Secretary shall keep substantial copies of all policies, with all endorsements thereon, and of all assignments and transfers of the same, and he shall also keep all such other records and copies as may be required by the board. In case of his absence or inability to discharge his duties, a Secretary pro tem. may be appointed.

All checks, drafts, and orders, above one hundred. dollars, shall be signed by the Secretary and countersigned by the President.

I, C. F. Curry, Secretary of State of the State of California, do hereby certify that I have carefully compared the annexed copy of Articles of Incorporation of "Conservative Life Insurance Company" with the certified copy of the original now on file in my office, and that the same is a correct transcript therefrom, and of the whole thereof. Also that this authentication is in due form and by the proper officer.

Witness my hand and the Great Seal of State, at office in Sacramento, California, the 25th day of August, A. D. 1903.

(Seal.)

C. F. CURRY,
Secretary of State.
By J. HOESCH,

ARTICLES OF INCORPORATION.

Know all men by these presents:

Deputy.

That we, the undersigned, a majority of whom are citizens and residents of the State of California, have this day voluntarily associated ourselves together for the purpose of forming a corporation under the laws of the State of California, and we hereby certify:

First: That the name of said Corporation shall be "Conservative Life Insurance Company."

are:

Second: That the purposes for which it is formed

Ist. For the transaction of business in life insur

ance.

2nd. To issue all such forms of life, health, acci dent, and industrial insurance as may be lawful. 3rd. To grant, purchase and dispose of annuities. 4th. To issue such policies with or without dividends to policy holders, as the law will allow. Third: That the place where the principal business of said Corporation is to be transacted is the City of Los Angeles, in the County of Los Angeles, in the State of California.

Fourth: That the term for which said Corporation is to exist is fifty (50) years from and after the date of its incorporation.

Fifth That the number of Directors of said Corporation shall be seven (7), and that the names and residences of the Directors who are appointed for the first year and to serve until the election and qualification of such officers are as follows, to-wit:

David W. Edwards, residing at Los Angeles, California.

Frederick H. Rindge, residing at Santa Monico, Cali

fornia.

Milo Baker, residing at Los Angeles, California. John R. Haynes, residing at Los Angeles, California. Henry G. Brainerd, residing at Los Angeles, California.

A. M. Hough, residing at Los Angeles, California. Wilbur S. Tupper, residing at Los Angeles, California. Sixth That the amount of the capital stock of said Corporation is two hundred thousand dollars, and the number of shares into which it is divided is two thousand, of the par value of one hundred dollars each.

Seventh That the amount of said capital stock, which has been actually subscribed is two hundred thousand dollars, and the following are the names of the persons by whom the same has been subscribed, and the amount subscribed by each of them, to-wit: