to fill a vacancy shall expire with the term of the class into which he shall have been elected. The Board of Directors shall elect one of their members for President and one for Vice President, and they shall appoint such other officers and agents as the by-laws shall provide for." SEC. 2. This act shall take effect on the first Monday of January, 1887. Approved November 12, 1886. AMENDMENT OF 1892. It is hereby enacted by the General Assembly of the State of Vermont: SECTION I. The several classes of directors of this company elected and now holding office under the provisions of section seven of "An act in addition to an act to incorporate the National Life Insurance Company of the United States," approved October 30, 1850, as amended by number one hundred and fifty-four of the acts of 1886, entitled, “An act to amend an act entitled 'An act in addition to an act to incorporate the National Life Insurance Company of the United States,' "approved November 12, 1886, shall continue in office until the first Tuesday of January in the year in which the term for which they were elected shall expire, and hereafter the election of directors shall be held on the first Tuesday of January in each year instead of on the first Monday in January as heretofore. Approved November 10, 1900." AMENDMENT OF 1894. It is hereby enacted by the General Assembly of the State of Vermont: SECTION 1. The several classes of directors of this company elected and now holding office under the provisions of section seven of "An act in addition to 'An act to incorporate the National Life Insurance Company of the United States,"" approved October 30, 1850, as amended by No. 154 of the acts of 1886, entitled, “An act to amend an act entitled 'An act in addition to an act to incorporate the National Life Insurance Company of the United States,'" approved November 12, 1886, shall continue in office until the third Tuesday of January in the year in which the term for which they were elected shall expire, and hereafter the election of directors shall be held on the third Tuesday of January in each year instead of on the first Tuesday of January as heretofore. Approved October 24, 1894. AMENDMENT OF 1900. An act providing for filling certain vacancies in the board of directors of the National Life Insurance Company and in addition to an act entitled, "An act to amend the charter of the National Life Insurance Company," approved October 24, 1894. "It is hereby enacted by the General Assembly of the State of Vermont: SECTION 1. Any vacancy in the board of directors of the National Life Insurance Company, occurring after the third Tuesday of January in any year and before the succeeding third Tuesday of January, may be filled before such succeeding third Tuesday of January by the board of directors, a quorum being present, by the election from the members of the Company of a director, who shall thereupon be a director filling such vacancy until but exclusive of said succeeding third Tuesday of January. SEC. 2. This act shall take effect from its passage, BY-LAWS AS AMENDED JANUARY 16, 1900. ARTICLE I. ANNUAL AND SPECIAL MEETINGS OF THE CORPORATION. I. The Annual Meeting of the Corporation for the choice of Directors and for the transaction of other business shall be held at the Company's office in Montpelier, on the third Tuesday of January in each year, at ten o'clock A. M. Notice of the meeting shall be given by the Secretary by publication in one newspaper printed in Montpelier at least twenty days before the meeting. 2. Each recorded policy-holder shall be regarded as a member of the Company while his policy remains in force and shall be entitled to at least one vote, and to one vote additional for each one thousand dollars insurance in excess of one thousand dollars. 3. Appointments of proxies must be filed with the Secretary of the Company at least two months before an annual meeting. 4. Special Meetings of the corporation shall be called by the Secretary, or, in his absence, by either of the Vice-Presidents, when requested by the President, or by a majority of the Board of Directors in writing, and no business shall be acted upon at such meetings except that referred to in the call for the same. Notice of such meeting shall be given by the officer calling the same, in same manner as is provided in Article I, Section 1, herein. ARTICLE II. OFFICERS. 1. Immediately following the annual meeting of the Corporation the Board of Directors shall meet and elect, by ballot, a President, Vice-President and 2d Vice-President, a Secretary, an Actuary, a Treasurer and a Medical Director. They shall also appoint an Assistant Treasurer, a Superintendent of Agencies, one or more persons to serve as Counsel, an Inspector of Real Estate and Real Estate Loans, and may make such other appointments as from time to time may be deemed necessary by the Board of Directors for the proper conduct of the business of the Company, who shall serve for one year or during the pleasure of the Board; and shall appoint the Standing Committees on Finance and Selection as provided in Article IV herein. All elective officers and members of standing committees shall hold their respective positions for one year and until their successors are elected. Elections to fill vacancies in these offices may be held at any meeting of the Board, six days' notice of the meeting and its purpose being given in writing to each Director by the Secretary of the Company. ARTICLE III. BOARD OF DIRECTORS. 1. The Board of Directors may adopt, generally, such means for the management of the business of the Company as they deem expedient. 2. By a vote of a majority of the whole Board, they shall have power to remove, for cause, any elective officer. 3. Regular meetings of the Board shall be held on the day of the annual meeting of the Corporation, in January, and on the second Tuesdays of April, July and October, at the office of the Company in Montpelier, and its members shall receive such compensation as the Board shall from time to time designate. 4. Seven members of the Board shall constitute a quorum for the transaction of business. 5. Special meetings of the Board may be called on the order of the President, or on the written request of three of its members; personal notice of such meeting (if practicable), otherwise six days' notice by mail shall be given by the Secretary to each Director. 6. At all stated meetings the following shall be the order of business, unless otherwise directed by the Board: (1) Reading of the minutes of the last meeting; (2) Reports of Officers; (3) Reports of Standing Committees; (4) Reports of Special Committees; (6) New business. ARTICLE IV. STANDING COMMITTEES. Shall be as follows: (1) A Committee on Finance; I. Special committees may be appointed at any time by the President or by the Board of Directors. 2. The COMMITTEE ON FINANCE shall consist of the President, Vice-President, Treasurer and two other Directors. It shall be their duty to make such investments of the funds of the Company as may from time to time be deemed proper; to have general supervision over and to make all changes of the investments, securities, bonds, moneys, stocks, promissory notes and bills owned by the Company. They shall designate the depositaries of the moneys belonging to the Corporation, and shall examine all accounts, funds and securities as often as they deem necessary or when required by the Board of Directors, and may require of officers, agents or clerks any desired reports, statements and information; they shall report to the Board at each stated meeting and, in particular, at the meeting at which the annual statement is presented, the condition of the funds, securities and investments, with suggestions or recommendations. They shall have power to appoint a clerk, who shall keep and record accurate minutes of each meeting of the Committee. |
