they and their successors shall and may have continual succession, and shall be capable in law of suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended in all courts and places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever; and that they and their successors may have a common seal, and may change and alter the same at their pleasure: Provided, That the legislature may at any time hereafter, by an Proviso. act for that purpose, limit the duration of the body politic and corporate hereby created, to a period not less than ten years from the passing of such act of limitation.

II. And be it further enacted, That the corporation hereby cre- Purposes of ated, shall have full power and authority to insure all kinds of corporation and particu property against loss or damage by fire; to make all kinds of in- lar powers. surance against loss on goods and merchandize in the course of inland transportation, whether happening on the land or on the, water; and also to make all kinds of insurance upon life or lives; or in any manner dependant on life or lives; to lend money on, bottomry and respondentia, and generally to do and perform all necessary matters and things relating to or connected with these objects, or with either of them; and they may also cause them-, selves to be insured against maritime risques upon the interest which they may have in any vessels, goods or merchandize, in virtue of any such loans on bottomry or respondentia.

III. And be it further enacted, That the capital stock of the capital stock said company, shall be one million of dollars, to be divided into shares of fifty dollars each; but it shall nevertheless be lawful for the said corporation, when and so soon as five hundred thousand dollars on account of the said capital stock, shall have been subscribed and paid for, or satisfactorily secured, to commence their said business, and with that capital to conduct and carry it on until they shall find it expedient to extend their capital to the amount herein before authorised.

number and

IV. And be it further enacted, That the stock and affairs of the Directors, said corporation, shall be managed and conducted by thirty di- when and rectors, who shall be stockholders in the said company, and citi, how chosen. zens of the United States, resident within this state; they shall be elected on the first Monday of February in each year hereaf ter, at such time of the day, and at such place in the city of NewYork, as the board of directors for the time, being shall appoint, and shall hold their offices for one year, and until others shall be, chosen to supply their place, and no longer; and notice of every such annual election shall be published daily for the space of one week next preceding the same, in at least two of the public newspapers printed in the said city; and every such election shall be held under the inspection of three or more stockholders in the said company not being directors, to be previously appointed for that purpose by the board of directors, and shall be made by ballot by a plurality of the votes of the stockholders present, allowing one vote for every share; and stockholders not personally attending, Voting by being citizens of the United States, may vote by proxy, such proxy. proxy being granted directly to the person representing them at such election; and the first directors of the said corporation shall

ors.

First direct. be William Henderson, Henry A.Coster, John Jacob Astor, Benjamin G. Minturn, George Griswold, John T. Lawrence, John Hone, Isaac Iselin, Thomas E. 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 Ogden, Gurdon S. Mumford, William Gracie, and Robert Center, who shall conti nue in office until the first Monday of February, in the year one thousand eight hundred and fifteen,

President to be chosen.

Elections

may be held

V. And be it further enacted, That the directors herein before 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 after 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 va cancy 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 been regulated by the by-laws and ordinances of the said corporation.

Stock assignable.

Powers of

directors.

VII. And be it further enacted, That the stock of the said company, 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 consid ered personal property.

VIII. And be it further enacted, That the major part of the dithe board of rectors of the said company, shall constitute a board, and be com→ petent to the transaction of all the business of the corporation, and they shall have power, if done in pursuance of a by-law of the said corporation, to appoint from their own body 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 ser vants for carrying on their business, as they shall deem expedient; and they shall also have power to declare and make dividends of the profits resulting from the business of the said compa ny, and to make and prescribe such by-laws, rules and regula tions, as to them shall appear needful and proper, touching the management and disposition of the stock, property, estate and effects 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.

Proviso

Real estate.

corporation

acts.

IX. And be it further enacted, That it shall be lawful for the said corporation, to purchase and hold such and so much real es- allowed to tate as shall be necessary and convenient for the transaction of its be held... 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 restraining of their stock, funds or monies, in buying or selling any goods, from certains wares, merchandize or commodities whatsoever, or in any banking 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 same, and again invest the same or any part thereof in the stock or funds, whenever and as often as the exigencies of the said corporation, or a due regard to the safety of its funds shall require; and also to make loans of their capital stock or funds, on bonds and mortgages, and the same to call in and re-loan on like security as occasion may require.

X. And be it further enacted, That all policies or contracts of Policies insurance, which may be made or entered into by the said corpo- not under binding tho 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.

public act.

This act a XI. And be it further enacted, That this act shall be and hereby declared to be a public act, and that the same be constru ed in all courts and places benignly and favorably for every beneficial purpose herein intended.

[Note. This act should be noted in the table of incorporations in New-York.-V. N. & W. v. 2. 568.]

Recital.

ers.

CHAP. LI.

An ACT to Incorporate the Washington Insurance Company, of the City of New-York.

Passed March 18, 1814. WHEREAS the President, Directors and certain other inhabitants of the city and state of New-York, have long since associated as a Company, for the laudable and useful purpose of assuring buildings against fire, by the name of "The Washington Mutual Assurance Company of the City of New-York." And whereas, they have represented in their petition addressed to this Legislature, that the enlarging the powers of said company, would be more beneficial to its members, and be productive of more extensive benefits to the community, and would the better enable it to effect those salutary purposes, for which such an association is formed: Therefore,

I. BE it enacted by the People of the state of New-York, repreCorporation created and sented in Senate and Assembly, That the present Directors and general pow. all such other members of " The Washington Mutual Assurance Company of the City of New-York," as may associate with them for the purpose; and their successors shall and are hereby declared to be a body corporate and politic, in name and in fact, by the name and style of "The Washington Insurance Company of the City of New-York;" and that they and their successors, by such name, shall have power, and be capable of suing and being sued, pleading and being impleaded, defending and being defended, answering and being answered unto, in all courts and ju dicatures whatsoever and wheresoever; and also, of contracting and being contracted with, relative to the purposes and business for which the said corporation is hereby created, as hereafter de clared: And the said corporation shall and may have a common seal, and may destroy, and renew, or alter the same at their plea

sure.

II. And be it further enacted, That the corporation hereby créPurposes of Corporation. ated, is so created for the sole purpose, and shall have power and authority to make contracts of insurance, with any person or persons, body politic or corporate agains losses by fire, of any houses or buildings whatsoever, and of any goods chattels or personal estate whatsoever, for such term or terms of time, and for such premium or consideration, and under such modifications or restrictions as may be agreed on between the said corporation, and the person or persons agreeing with them for such insurance. III. And be it further enacted, That the capital stock of the Capital stock said corporation hereby created, shall be five hundred thousand dollars, and shall be divided into shares of fifty dollars each, and the whole of the said shares shall be subscribed and actually paid

or 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.

poration

made subject

tracts.

IV. And be it further enacted, That all the funds of the pre. Funds of sent" Washington Mutual Assurance Company of the City of former cor. New-York," shall be, and hereby are declared to be vested in vested in the corporation, hereby created; and that the said corporation 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 hereby 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.

may be held.

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 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 purchased, received or taken, as last aforesaid, until they can conveniently sell and convert the same into money, or other personal property.

rectors to be

VI. And be it further enacted, That the stock and other pro- Eighteen di perty and affairs of the said corporation shall be under the super- chosen. intendence, management and control of eighteen directors, to be chosen by and selected from among the stockholders for the time 8

LAWS-S. 37.