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Elections may be held
First direct. be William Henderson, Henry A. Coster, John Jacob Astor, Ben
jamin G. Minturn, George Griswold, John T. Lawrence, John Hone, Isaac Iselin, Thomas L. Ogden, William Osborne, Samuel Hicks, Augustine H. Lawrence, William Nielson, Junior, Edward H. Nicoll, Benjamin W. Rogers, Peter Remsen, William Irving, Jonathan Goodhue, James Heard, Amasa Jackson, Garrit Storm, Elias Kane, Peter Schemerhorn, Junior, John Suydam, Nathaniel Prime, Samuel M.Coun, Jonathan Ugden, Gurdon S. Mumford, William Gracie, and Robert Center, who shall continue in office until the first Monday of February, in the year one
thousand eight hundred and fifteen. President to V. And be it further enacted, That the directors herein before be chosen.
named shall, as soon as may be after the passing of this act, and the directors to be chosen at such annual elections shall as soon as may be aster every election, proceed to choose out of their body, one person to be president, who shall preside until the next annual election thereafter ; and in case of the death or resignation of the president, or any director of the said corporation, such vacancy or vacancies may be filled for the remainder of the year in which they may happen, by the board of directors; and in case of the absence of the president, the board of directors shall have power to appoint a president pro tempore, who shall have and exercise such powers and functions, as the by-laws of the said corporation may provide,
VI. And be it further enacted, That in case it should at any at any time. time happen, that an election of directors should not be made on
any day when pursuant to this act it ought to have been made, the said corporation shall not for that cause be deemed to be dissolved, but it shall and may be lawful on any other day to hold and make an election of directors in such manner as shall have heen regulated by the by-laws and ordinances of the said corporation.
VII. And be it further enacted, That the stock of the said comsiguable.
pany, shall be assignable and transferable according to such rules, and subject to such restrictions, as the board of directors shall from time to time make and establish, and shall be considered personal property.
Vill. ind be it further enacted, That the major part of the diPowers of the board of rectors of the said company, shall constitute a board, and be comdirectors.
petent to the transaction of all the business of the corporation, and they shall have power, is done in pursuance of a by-law of the said corporation, to appoint from their own boily one or more persons to act or assist in the conducting and management of their business, with such salaries and allowances as they may think proper; also to appoint a secretary, and so many clerks and servants for carrying on their business, as they shall deem expedient; and they shall also have power to declare and make diridends of the profils resulting from the business of the said company, and to make and prescribe such by-laws, rules and regulations, as to them shall appear need!ul and proper, touching the management and disposition of the stock, property, estate and erfects of the said company, the duties, powers and conduct of its of ficers and servants, the election of directors, the transfer of shares, the management and conducting of its business, and all matters
appertaining thereto : Provided, That such by-laws, rules and regulations, shall not be repugnant to the constitution and laws of this state, or of the United States.
IX. And be it further enacted, That it shall be lawful for the pool estate said corporation, to purchase and hold such and so much real es- allowed to
be held tate as shall be necessary and convenient for the transaction of its business, not exceeding forty thousand dollars in value; and also take and hold any real estate or securities bona fide mortgaged or pledged to the said corporation, either to secure the payment of the shares of the capital stock, or to secure the payment of any debt that may be due to it; and also to purchase on sales made by virtue of any judgment at law, or any order or decree of a court of equity, or otherwise to receive and take any real estate in payment or towards satisfaction of any debt previously contracted and due to the said corporation, and to hold the same until they can conveniently sell and convert the same into money or other personal property : Provided always, That it shall not be proviso. lawful for the said corporation, to deal or use or employ, any part me
corporation of their stock, sunds or monies, in buying or selling any goods, from certir wares, merchandize or commodities whatsoever, or in any bank- acta *ing operations or business, or in the trade or business of an exchange or stock broker, or in the purchase or sale of any stock or funded debt whatsoever, created or to be created by or under any act of the United States, or of any particular state, nor to emit any notes or bills or make any contract for the payment of money, only except under the seal of the said corporation ; and all such notes and contracts shall to all intents and purposes be taken to operate as specialties at law, but that it shall nevertheless be lawful for the said corporation to purchase and hold any such stock or funded debt as last aforesaid, for the purpose of vesting any part of their capital stock, funds or monies therein, instead of investing the same in and upon real security ; and also to sell and transfer the saine, and again invest the same or any part thereof in the stock or fuads, whenever and as often as the exigencies of the said corporation, or a due regard to the safety of its sunds shall require; and also to make loans of their eapital stock or funds, on bonds and mortgages, and the same to call in and re-loan on like security as oceasion may require. X. And be it further enacted, That all policies or contracts of Policies
Linding tho insurance, which may be made or entered into by the said corpo- not under ration, shall be subscribed by the president or president pro tem seal. pore, or by such other officer as shall be designated for the purpose by its by-laws, and attested by the secretary, and being so signed and attested, shall be binding and obligatory upon the said corporation, without the seal thereof, according to the tenor, intent and meaning of such policies or contracts; and all such policies or contracts may be so signed and attested, and the business of the said corporation may be otherwise conducted and carried on without the presence of a board of directors, by assistants or committees to be appointed for such purposes ; and the acts of such assistants or committees, if done under or in conformity to the bylaws of the said corporation, shall be binding and obligatory upon it to all intents and purposes.
our satisfactorily secured to be paid, before the said corporation shall be authorised to make any policy, or contract of insurance, with any person as an insured.
iv. And be it further enacted, That all the funds of the pre. Funds of Bent“ Washington Mutual Assurance Company of the City of former cor. New-York,” shall be, and hereby are declared to be vested in pested in the corporation, hereby created; and that the said corporation thi
this, which is shall assume all risks on policies of assurance against fire, made to its con by the said Washington Mutual Assurance Company of the City of New-York, with any person or persons, and to which risks the said Company may be liable, by virtue of policies entered into for the same, and unexpired at the time the corporation bereby created shall go into operation, and shall in like manner with the said Washington Mutual Assurance Company of the City of New York, be bound by the terms and agreements contained in the said policies, and shall pay all losses arising on such unexpired policies, and return a fair proportion of the deposits that may have been made at the time of entering into such unexpired policies, agreeably to the principles in which the said assurances were made, the corporation hereby created for all the aforesaid purposes, being in the place and stead of the said Washington Mutual Assurance Company of the City of NewYork, and liable to its said responsibilities, and is also hereby invested with such of its powers as may be necessary for perfecting its said unfinished concerns.
V. And be it further enacted, That the said corporation here- Real estate by created, shall have power to purchase and hold such and so mayo much real estate as shall be necessary and convenient for the use of the said corporation, its officers and servants, for transacting its business, and the accommodation of the persons employed therein, not exceeding in value in the whole the sum of forty thousand dollars: and also to receive, take and hold as mortgagee any real estate or chattels real bona fide mortgaged or pledged to the said corporation, or other securities, either to secure the payment of the shares which may be subscribed to make up the capital stock thereof, or to secure the payment of any debt which may become due to the said corporation by any means howsoever; and the said corporation shall also have power to proceed on the said mortgages, or other securities for the recovery of the money thereby secured, either at law or in equity, as any other mortgagee is or shall be authorised to do: And it shall also be lawful for the said corporation to purchase on sales made either by virtue of a judgment at law, or decree or order of a court of equity, or otherwise to receive and take any real estate in-payment, or towards satisfaction of any debt or sum of mouey due to the said corporation and to hold such real estate so to be purohased, received or taken, as last aforesaid, until they can conveniently sell and convert the same into money, or other personal property. · VI. And be it further enacted, That the stock and other pro- Eighteen diperty and affairs of the said corporation shall be under the super- fotors intendence, management and control of eighteen directors, to be chosen by and selected from among the stockholders for the time
rectors to be
when to be ebosen.
being, by a plurality of votes, and the said directors shall be eitizens of the United States, resident in this stae: And the said directors shall by plurality of votes choose one from among themselves to be their president, which president and the directors shall continue in office for one year, and until others shall be duly cho
sen to supply their places, and shall enter upon the duties of Proviso.
their said office: Provided always, that whenever the said president, or any other of the said directors, shall cease to be stockholders, or shall remove from this state, his or their said office shall cease and determine, and another or others shall be chosen in his or their stead by the directors for the time being, by a plurality of the votes of the said directors, or gueh of them as shall be present at a meeting of the directors to be convened for that purpose, and in like manner whenever the said president, or any of the said directors shall die, or resign, another or others shall be cbosen in his or their stead, as last aforesaid, and the said person or persons to be chosen as aforesaid, shall continue in office until the next
election of directors shall be made by the stockholders. Directors VII. And be it further enacted, That the said eighteen direct
ors to be chosen by and from among the stockholders as aforesaid, shall be chosen annually on the first Tuesday of April, for ever hereafter, during the continuance of the said corporation ; and such election shall be held at such time of the day between teni of the clock in the forenoon, and two of the clock in the afternoon, and at such suitable plaee as the directors or a major part of them regularly convened, shall fix on for that purpose; of which election, and of the time and place, the said directors shall cause public notice to be given in at least two of the public newspapers printed in the city of New York daily, for not less than seven nor'. more than fourteen days previous to such election such election shall be by ballot, and a plurality of the votes of the stockholders, or such of them as shall choose to vote, either in person or by
proxy, shall make a choice; each share of the said stock held by First direct. the voters to be allowed one vote ; and that James Swords, Ezra
Weeks, John Clark, Junior, Gerrit H. Van Wagenen, Anthony L. Underhill, John Mowatt, Junior, Nathaniel Richards, James Anderson, Jotham Post, Junior, Augustus Wynkoop, Israel Horsefield, Garrit B. Abeel, Henry Rankin, Leonard Kipp, Andrew Foster, Benjamin Ferris, Gideon Tucker and Matthias Bruen, the present directors of the “ Washington Mutual Assurance Company of the city of New-York," shall be the first directors of the company hereby incorporated, and shall continue until the first Tuesday of April, in the year of our lord one thousand eight hun
dred and sixteen, and until others shall be chosen in their stead. Quérm o] VIII. And be it further enacted, That whenever the president diretors.
shall not attend a meeting of the directors, is a sufficient number of the directors shall convene to transact business, they shall choose from among themselves a president pro tempore, and the said directors, or any five of them, including the president or the president pro tempore, as the case may be, shall be competent to transact any business, or do any act which the president and directors are by this act authorised to do or perform.