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CHAP. IV.

When directors

to create

When

stock com

company; the value of such shares for which new certificates shall be issued shall be ascertained under the direction of the said superintendent, and the company shall pay for the fractional parts of shares ; and it shall be lawful for the directors of such company to create new stock and dispose of the same, and to issue authorized new certificates therefor, to an amount sufficient to make up the new stock. original capital of the company. And it is hereby declared that in the event of any additional losses accruing upon risks taken after the expiration of the period limited by the said superintendent, in the aforesaid requisition for the filling up of the deficiency in the capital of such company, and before said deficiency shall have been made up, the directors shall be individually liable to the ex- directors intent of such loss. And if, upon such examination, it shall appear to liable.

dividually the said superintendent that the assets of any company chartered on the plan of mutual insurance under this act and doing a marine business are insufficient to justify the continuance of such company ceedings in

Same proin business, it shall be his duty to proceed in relation to such in jointcompany in the same manner as is herein required in regard to

panies. joint-stock companies; and the trustees or directors of such com- When pany are hereby made personally liable for any losses which may mutual be sustained upon risks taken after the expiration of the period personally limited by the said superintendent for filling up the deficiency in liable. the capital, and before such deficiency shall have been made up. Any transfer of the stock of any company organized under this Transfer of act, made during the pending of any such investigation, shall not ing investirelease the party making the transfer from his liability for losses to release which may have accrued previous to the transfer. And whenever it transferring shall appear to the said superintendent, from the report of the person liability. or persons appointed by him, that the affairs of any company, not incorporated by the laws of this State, are in an unsound condi- tificates

granted in tion, he shall revoke the certificates granted in behalf of such com- behalf of pany, and shall cause a notification thereof to be published in the not incorState paper for four weeks; and the agent or agents of such com- laws of this pany shall not, after such notice, issue any new policy and shall voked. not renew any previously issued. [This section added by Laws of 1866, chap. 577.]

directors of

same from

When cer

CHAP. IV.

66

may be

United States,

L. 1852, Chap. 123 - An Act to amend the act entitled

“An Act to provide for the incorporation of insurance companies,” passed April tenth, one thousand eight hundred and forty-nine.

PASSED April 1, 1852. Agencies

SECTION 1. It shall and may be lawful for any marine insurance beyond the company, to be organized pursuant to the provisions of the said

act hereby amended, to establish and maintain one or more agencies beyond the United States, for the transaction of its lawful business, upon such terms and conditions as the said company may

prescribe. Agencies § 2. In case any such agency or agencies shall be established in Europe. Asia or Europe, the statement required by the thirteenth section

of the said act hereby amended may be deferred for the space of five months from and after the first day of January in each year, and when made it shall refer to the first day of January then next preceding.

in Asia or

Marine insurance

to create a cash

L. 1857, Chap. 28 – An Act in relation to marine mutual

insurance companies, incorporated under special charters or under general laws.

Passed February 16, 1857. SECTION 1. Any marine mutual insurance company heretofore companies chartered by the legislature of this State under a special act, or

any

marine mutual insurance company now incorporated, or which capital. may hereafter be incorporated under any general act or law of this

State, shall have power to create or unite with its existing corporate funds, if it have any such funds, a cash capital of not less than three hundred thousand dollars, to be divided into shares of

one hundred dollars each, to be issued to such persons as shall Shares, how tràns- subscribe and pay for the same; which shares shall be transfera

ble only on the books of the company, subject to such regulations

as the trustees shall from time to time prescribe. Profits, how § 2. The profits of the business of every corporation which yided.

shall avail itself of the provisions of this act, after setting apart therefrom a sufficient sum to cover the payment of seven per cent per annum upon the cash capital, and also the interest accruing upon any outstanding scrip or certificates of such company, shall be divided between the stockholders and others entitled by its charter or articles of association to participate in its profits, in the following manner. viz. : one-third thereof, or such other propor

ferable,

to be di

CHAP. IV.

to exclude

tion not exceeding that rate as may be determined and agreed upon at the time when the subscriptions to the cash stock thereof are made, to be paid to the stockholders in cash, and the remainder thereof to the persons entitled by its charter or articles of association to participate in its profits, to whom scrip or certificates therefor shall be issued as provided in said charter or articles of association ; but it shall be competent for such company to exclude Company from the computation of premiums entitled to participate in such certain

risks. profits, premiums or risks on which loss shall have happened. The fund represented by the scrip shall constitute a surplus or reserve of such company for the security and payment of losses, Surplus or and be liable for any excess of losses and expenses above the reserve earned premiums of any year; each later annual issue of scrip always to be first reduced or wholly canceled before any previous annual issue is at all reduced, and all the issues of scrip to be liable to reduction and cancellation before the capital stock shall be encroached upon.

§ 3. Whenever the cash stock paid in shall amount to three hun- Certificates dred thousand dollars or more, the trustees may, by the vote of into stock. three-fourths of their whole number, convert the certificates of profits, in whole or in part, into cash stock, commencing, if in .part, with the certificates of the year of earliest issue outstanding and so on in succession, upon application therefor being made to the company by the holders thereof within such period of time, and at such a price, not exceeding its par value, and under such conditions and regulations as the trustees may fix and establish for that purpose, and whenever the cash stock shall amount to five hundred thousand dollars or more, the trustees may, by a like vote, call in and redeem and cancel the outstanding certificates of profits, and making the company wholly a cash stock company, dividing all its profits to the cash stockholders; and the trustees shall have power to make all necessary by-laws and regulations to conform to such changes in the business of the company. 8 4. The holders of the cash capital paid in shall be entitled Holders of

cash capital to one vote at all elections of said company for each share of said entitled to stock held by them respectively, such votes to be given either in tor each person or by proxy; and no person shall be entitled to vote at any stock. election by reason of being the holder of a policy issued after such cash capital is paid in, or of being the holder of any scrip or certificate of profits of such company issued after that time, unless

one vote

CHAP. IV.

Funds or profits not to be applied to redeem certificates.

otherwise provided for in the articles of subscription to the said cash capital.

§ 5. It shall not be lawful for such company, except as provided in the third section of this act, to apply any of its funds or profits to the redemption or payment of any certificate of profits, if by such payment the aggregate of its cash capital, and its accumulated profits together, shall be reduced below the amount which

shall have been fixed by its by-laws or articles of association, and Amount of such aggregate amount shall not be fixed below the sum of one capitař and million of dollars in addition to the amount of the cash stock protits.

thereof.

86. Each subscriber to the cash capital aforesaid shall be individually liable, to the extent of his subscription, for the dues of the corporation, until the shares of stock subscribed for by him

shall have been paid in cash to the said corporation. Act, how to § 7. This act shall not be so construed as to extend or prolong

any special charters, beyond the period for which the same were originally granted, or to apply to or revive any charter under which any company is not now actually transacting business.

Subscribers individually liable.

be construed.

Charters of mutual or

ance com

tended.

L. 1867, Chap. 442 – An Act to further amend the act. for the incorporation of insurance companies.

Passed April 19, 1867. (Section i construes § 18 of chap. 308, Laws of 1849, and is stock insur- inserted with that section, ante, p. 107.) panies may

§ 2. Any mutual or stock insurance company incorporated by this State prior to the passage of said act may, at any time, have its original charter, as amended by subsequent acts, extended to the time for the period mentioned in the fifteenth section of said act, by filing in the office of the superintendent of the insurance department a copy of said charter as amended, and a consent referring to the original charter, and the acts amending the same, signed by all its trustees, or by two-thirds of them, and not less than thirteen in number. But such examination and proceedings shall be had by the superintendent of the insurance department, as are required by the eleventh section of said act, to be had by

the comptroller ; and the superintendent shall further inquire, and had thereon if so found, certify that such consent, after due notice has been

regularly given, and that such company is in the active prosecution of its business, and is in a safe and proper condition to con

Proceedings to be

CHAP. IV.

tinue the same, and, on filing his certificate of approval, and that of the attorney-general, it shall be lawful for such company, under and in accordance with its extended charter, as required by said eleventh section, to continue upon the same plan and without any interruption of its business or distribution of its assets, as fully and with like effect as if the original act incorporating the same, as amended by subsequent acts, had been specially extended by act of the legislature: Provided that any company whose existence

Companies

to be subor privileges may be extended by this act, shall at all times be

ject to supfully under the inspection and supervision of such superintendent,

ervision of and be subject to the checks and safeguards imposed by said acts, and the acts amending the same, and be also subject to the right of the legislature to alter, amend or repeal its charter, or any part or provision thereof. [As amended by Laws of 1868, chap. 731, $ 1.]

(See note under Laws of 1849, chap. 308, p. 97, ante.)

tendent.

L. 1873, Chap. 614 – An Act to authorize marine insur

ance companies to declare extra dividends in certain

cases.

received

how to be

Passed May 24, 1873. SECTION 1. If any marine insurance company organized under Sums the laws of this State, having paid a loss, shall receive a sum from the

Geneva derived from the Geneva award, by way of re-imbursement of

award, that loss, it shall be lawful for such company to divide the net divided. amount so received, after deducting the expenses and liabilities relating thereto, among the persons or parties who paid premiums and suffered by the payment of the original loss, or were prevented from receiving so much as they otherwise would have received by occasion of that loss, instead of dividing the same among the more recent scrip holders or dealers with such company; such divisions to be in the form of an extra dividend, or extra dividends upon the plan contemplated by the charter of such company, subject to all just claims for debts and liabilities, and payable to the same persons or their representatives, and in like manner as the money from which the loss was originally paid would have been payable if the loss had not been borne by the company, and the action of the board of directors or trustees in ascertaining the amount and making such extra dividend or dividends shall have the like force and effect as their action in making and declaring dividends under the charter.

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