CHAP. IV. When di rectors inliable. taken when in mutual directors of said company to create new stock, and dispose of the same, and to issue new certificates therefor to an amount sufficient to make up the original capital of the company. And it, is hereby dividually declared that, in the event of any additional losses accruing upon new risks taken after the superintendent of the insurance department shall have made the requisition aforesaid, and before the said deficiency shall have been made up, the directors shall be individually liable to the extent thereof. And if, upon due examSteps to be ination, it shall appear to the superintendent of the insurance dedeficiency partment that the losses and expenses of any company chartered companies. on the plan of mutual insurance, under this act, shall, during the year, have exceeded the premiums, and in consequence thereof that the capital of the company, as required in its organization, has become deficient, or from any other cause has become impaired, it shall be the duty of the superintendent of the insurance department to direct the officers of such mutual insurance companies to take the same proceedings as herein required to be taken in case of joint-stock companies; and, until such directions shall be complied with, the directors shall be personally liable to pay all damages occasioned by such neglect to any person or body corporate which may be injured thereby. Any transfer of the Transfer of stock of any stock company organized under this act shall not release the party making the transfer from his liability which may lease from have accrued previous to the transfer. [As amended by Laws of making the 1864, chap. 425.] Directors when per sonally liable. stock, when not to re liability person same. Provision respecting Hurlbut v. Carter, 21 Barb. 221; Williams v. Babcock, 25 id. 109; 15 Abb. N. S. 363; Howland v. Edmunds, 33 Barb. 433 (See Laws of 1852, chap. 123, post, p. 112.) 14. Any existing joint-stock company incorporated by this existing State for the purposes mentioned in the first section of this act, joint-stock and mutual may, at any time after notice being given for three months in a companies. newspaper published in the county where such company is loca joint-stock ted of such intention, and with a written consent of a majority of three-fourths in amount of its stockholders, or if a mutual company with the unanimous consent of its trustees, extend its origExisting inal charter to the time specified by the provisions of this act by and mutual altering or amending the same, so as to accord with the provisions companies may extend of this act, and filing a copy of the same so altered or amended, together with a declaration under its corporate seal, signed by its president and directors, of their desire for such extension, and also the written consent of three-fourths of its stock their charter. CHAP. IV. ings on tension. holders, and the unanimous consent of the trustees as aforesaid to such extension, in the office of the superintendent of the insurance department, and upon the filing of such consent, declaration and Proceedcharter, the same proceedings shall be had as are required by the such exeleventh section of this act, and any of the mutual [marine] insurance companies already chartered by the legislature of this State may, after giving ninety days' notice in three of the public papers of the State, change to joint-stock companies by proceeding in accordance with and conforming their charter to the provisions of this act. [As modified by Laws of 1853, chap. 463, §22; by Laws of 1853, chap. 466, § 28, and by Laws of 1853, chap. 528, § 1.] Hyatt v. McMahon, 25 Barb. 458; People v. Rensselaer Ins. Co., 38 id. 323. charters. §15. All charters formed or extended under this act shall be Duration of of thirty years' duration, each, but the legislature may at any time alter, amend or repeal this act, or dissolve and provide for the closing up the business and affairs of any company formed under it. [As modified by Laws of 1853, chap. 463, § 22.] Williams v. Babcock, 25 Barb. 109; Otis v. Harrison, 36 id. 210; People v. Rensselaer Ins. Co., 38 id. 323. § 16. Suits at law may be maintained by any corporation formed Suits at law, how under this act, against any of its members or stockholders, for any maintained. cause relating to the business of such corporation; also suits at law may be prosecuted and maintained by any member or stockholder against such corporation for losses which may have accrued if payment is withheld more than two months in all risks after such losses shall have become due. Utica Ins. Co. v. American Mutual Ins. Co., 16 Barb. 171; Allen v. Hudson River Mutual Ins. Co., 19 id. 442; Williams v. Babcock, 25 id. 109; Howard v. Franklin Marine and Fire Ins. Co., 9 How. 45; White v. Madison, 26 id. 488. to be sub § 17. All companies formed under this act shall be deemed and Companies taken to be bodies corporate and politic in fact and in name, and ject to reshall be subject to all the provisions of the revised statutes in re- utes. lation to corporations, so far as the same are applicable. Chase v. Lord, 77 N. Y. 1; S. C. 6 Abb. N. C. 258. Vised stat as to trade. § 18. No company formed under this act shall, directly or in- Restriction directly, deal or trade in buying and selling any goods, wares, merchandise, or other commodities whatever. (The eighteenth section of the act entitled "An act to provide for the incorporation of insurance companies, ," passed April tenth, eighteen hundred and forty-nine shall not be construed to prevent an insurance company from accepting an abandonment of property CHAP. IV. Corpora tors when liable. Dividend, when not to be made. Marine insurance may unite in certain cases. Capital, insured, and selling the same, nor be construed to prevent a purchase and resale of property under judicial process or otherwise, in which, or in the proceeds of the sale of which, such company may be interested, by reason of having previously become insurers of the same, or of some share or portion thereof. [Laws of 1867, chap. 442, § 1.] ) § 19. The trustees and corporators of any company organized under this act, and those entitled to a participation of the profits, shall be jointly and severally liable until the whole amount of the capital raised by the company shall have been paid in, and a certificate thereof recorded as hereinbefore provided. Notes taken in advance of premiums under this act are not to be considered debts of the company in determining whether a company is insolvent, but are to be regarded as assets of the company. Thomas v. Achilles, 16 Barb. 491; Howland v. Edmonds, 33 id. 433 ; Chase v. Lord, 77 N. Y. 1; S. C., 6 Abb. N. C. 258; Rev'g 16 Hun, 369. § 20. No dividend shall ever be made by any company incorporated under this act when its capital stock is impaired, or when the making of such dividend will have the effect of impairing its capital stock, and any dividend so made shall subject each of the stockholders receiving the same to an individual liability to the creditors of said company to the extent of such dividend received by him. [As amended by Laws of 1857, chap. 38, § 1.] Howland v. Edmonds, 33 Barb. 438; 3 Abb. Ct. App. Dec. 423. § 21. It shall be lawful for any mutual company established or companies to be established in conformity with the provisions of the fourth cash capital section of this act for the purposes of marine insurance, and having complied with the provisions of the fifth and eleventh sections of this act, to unite a cash capital to any extent not less than two hundred thousand dollars, as an additional security to the members over and above its premiums and stock notes, which additional cash capital shall be loaned and invested as provided in the eighth section of this act, and the company may allow an interest on such how to be cash capital, and a participation in its profits; but no such interest shall be paid except out of the actual profits of such company, and no company shall avail itself of the provisions of this section until such cash capital, to the extent of at least one hundred thousindividual and dollars, shall have been actually paid in, in cash'; and the subscribers to such cash capital, whether payable in full or by installments, shall each be individually liable for the debts of said company to the extent of his individual subscription, or such proportion thereof as shall be required in order to satisfy the debts of said company, unless he shall have paid his subscription in full, invested. Subscribers ly liable. CHAP. IV. be liable. and such cash capital shall itself be liable as the capital stock of the company in the payment of its debts. The holders of the said Capital to cash capital shall be entitled in the election of trustees to one vote for each one hundred dollars of stock held by them, respectively, and the trustees may make such regulations in relation to the cer- Trustees tificates of stock to be issued, and the transfer thereof, as they may regulations deem necessary for the security of the company and the owners of the cash capital. [As amended by Laws of 1857, chap. 38, § 2.] Hart v. Achilles, 28 Barb. 576; Farmer's Bank v. Maxwell, 32 N. Y. 582. (This act shall take effect immediately, and all the provisions herein contained shall apply to all existing companies organized for the purposes of marine insurance under said act passed April tenth, eighteen hundred and forty-nine, and to all proceedings heretofore had or now pending and in progress for the purpose of uniting a cash capital to the other funds thereof. [Laws of 1857, chap. 38, § 3.]) to make marine in tion and ness in crease § 22. Any mutual insurance company heretofore incorporated Mutual by the State, and now in operation, having power to effect marine surance companies insurance, and having its place of business in the city of New in operaYork, may increase its capital or fund on the amount of accumu- doing busilated net profits which it is permitted to retain for the benefit and New York city authorsecurity of its dealers to any amount which shall be deemed ex- ized to inpedient by its board of trustees: Provided, however, that if there be capital. in the charter of such mutual insurance company any limitation Proviso. of its capital or fund, or the amount of net profits which it has the power to accumulate and retain, such increase shall not take place unless a written consent thereto, under the corporate seal of the when writsaid company affixed thereto by a resolution of the board of trus- to be filed in superintees or directors, certified by the secretary, shall first be filed in tendent's the office of the superintendent of the insurance department of this State; and provided that the privilege of retaining profits over Proviso. one million of dollars shall not be exercised by any company availing itself of the provisions of this act, until a sufficient sum shall have been applied by such company, according to the provisions of its charter, towards the redemption of all certificates or premiums heretofore issued and now outstanding. [This section added by Laws of 1855, chap. 292.] ten consent office. tendent to or more persons to examine § 23. It shall be the duty of the superintendent of the insurance Superindepartment, whenever he shall deem it expedient so to do, to ap- appoint one point one or more persons, not officers of insurance company any doing business in this State, to examine into the affairs marine insurance company incorporated in this State, or business by its agents in this State; and it shall be the duty of companies. the officers and agents of any such company doing business in of any affairs of marine doing insurance CHAP. IV. Books to be inspection ers. agents may be examined to be published. When deficiency ascertained, proceedings may be had to close up business of the company. this State, to cause their books to be opened for the inspection of opened for the person or persons so appointed, and otherwise to facilitate of examin- such examination, so far as it may be in their power to do; and for that purpose the said superintendent, in case of a personal examination, or the person or persons so appointed by him, shall Officers and have power to examine, under oath, the officers and agents of any company or others relative to the business of said company; under oath. and whenever the said superintendent shall deem it for the interResult of est of the public so to do, he shall publish the result of such ininvestigation, when vestigation in one or more papers in this State; and whenever it shall appear to the said superintendent from such examination, that the assets of any company incorporated in this State are insufficient to justify the continuance in business of any such company, or in case of a joint stock-company that its capital is impaired twenty per cent, he may direct the officers thereof to require the stock-holders to pay in the amount of such deficiency within such period as he may designate in such requisition, or he shall communicate the fact to the attorney-general whose duty it shall then become to apply to the supreme court for an order requiring them to show cause why the business of such company should not be closed, and the court shall thereupon proceed to hear the allegations and proofs of the respective parties; and in case it shall appear to the satisfaction of said court that the assets and funds of said company are not sufficient, as aforesaid, or that the interests of the public so require, the said court shall desolution of cree a dissolution of said company and a distribution of its effects. be decreed The supreme court shall have power to refer the application of court. the attorney-general to a referee, to inquire into and report upon the facts stated therein. Any company receiving the aforesaid When calls requisition from the said superintendent shall forthwith call upon upon stock- its stockholders for such amounts as will make its capital equal repair capi- to the amount fixed by the charter of said company; and in case When dis company to by supreme to be made holders to tal stock. any stockholder of such company shall refuse or neglect to pay the amount so called for, after notice personally given or by advertisement, in such time and manner as the said superintendent shall approve, it shall be lawful for the said company to require the return of the original certificate of stock held by such stockholder, and in lieu thereof to issue new certificates for such number of shares as the said stockholder may be entitled to in the called for. proportion that the ascertained value of the funds of the said company may be found to bear to the original capital of the said Action had on refusal of stock holders to pay amount |