Sec. 1. BE IT ENACTED by the Council and General Assembly of this state, and it is hereby enacted by the authority of the same, That all such persons as shall become stockholders to the capital stock, hereinafter mentioned, their successors and assigns, shall be, and hereby are constituted and made a body Style and pow- politic and corporate, by the name and style of " The Newers of incorpo Jersey Insurance Company," and by that name shall be ration. known in law, and have power to sue and be sued, and

Amount of capital stock.

Mode of pay

ment.

Stock forfeited

to defend and be defended in all courts, whether in law or equity, and by that name may also have, purchase, possess and enjoy, to them and their successors, lands, tenements and hereditaments, goods, chattels, and effects of what nature and kind soever, necessary for the purpose of this corporation; and the same to grant, demise, alien and dispose of at pleasure, for the benefit of said company; and may also have a common seal, and alter, and renew the same at their pleasure; and also to make and establish such by-laws and regulations as shall seem necessary and expedient, for the well ordering and government of said institution, and to put the same into execution; Provided, that the same be not contrary to the laws of the United States, nor of this state.

Sec. 2. And be it enacted, That the capital stock of the said company, shall be three hundred thousand dollars, to be divided into shares of fifty dollars each; and that ninety thousand dollars of the said stock, shall be subscribed and actually paid, before the said company shall be allowed to commence business.

Sec. 3. And be it enacted, That the sums subscribed, shall be paid, to the persons hereinafter mentioned, in the following manner; five dollars on each share at the time of subscription, and the remainder to be paid in such instalments, and at such times as the president and directors may appoint.

Sec. 4. And be it enacted, That the secretary of said company, shall give notice in the newspapers published in the town of Newark, at least twenty days preceding the day when each instalment is to be paid; and the person or peron failure to pay sons failing to pay any such instalment, for the space of thirty days after such time of payment, to the persons appointed to receive the same, shall forfeit to the said company, all and every such shares whereon there shall be a deficiency, and all moneys previously paid thereon.

instalments.

Sec. 5. And be it enacted, That the stock, property, affairs and concerns of the said company, shall be managed and conducted by twenty-five directors, who may respectively, hold their offices for one year, and until others may be chosen, and no longer; which directors shall, at all times during their continuance in office, be stockholders in the said company, in their own right, and shall be citizens of New-Jersey; and the said directors shall hereafter be elected on the last

Tuesday of January, in each and every year, at such hour of the day, and at such place, in the town of Newark, as the board of directors for the time being shall appoint; of which election public notice shall be given in the newspapers printed in the town of Newark, at least two weeks previous to such election; and every such election shall be made by ballot, and by a plurality of the votes of the stockholders then present, or represented by their proxies; but no share shall entitle the holder to vote, unless the same has been held by him, at least twenty days next immediately preceding such election, nor unless such stockholder be a citizen of the United States; and the first directors shall be John Harrison, Zephaniah Drake, Abraham Reynolds, Jacob K. Mead, Elias Vanarsdale, junior, Hansford Smith, Prudden Alling, Ferdinand S. Schenck, John M. Cornelison, A. W. Corey, John Travers, Moses Bigelow, Thomas Salter, John S. Darcy, William First directors. Stevens, Alven Hedden, Andrew P. Hopper, John N. Utter, Isaac Baldwin, William Dow, Thomas Muir, Jacob M. Ryerson, Daniel H. Ellis, John Titus and Jeptha B. Munn, who shall respectively hold their offices until the last Tuesday in January, in the year of our Lord one thousand eight hundred and thirty-five, and until other directors are chosen in their stead.

Sec. 6. And be it enacted, That the directors herein before mentioned, shall, as soon as convenient after the passing of this act, and the directors annually chosen agreeably to the provisions of this act, shall, as soon as convenient after their election, proceed to choose out of their body, one person to be a president, who shall be an inhabitant of Newark, and President to be shall preside until the next annual election thereafter; and in chosen. case of the death, resignation or inability to serve, of the pre

sident or any director of said company, such vacancy or va- Vacancies supcancies may be filled for the remainder of the term, by such plied. person as the board of directors may appoint; and in case of the absence of the the president, the board of directors shall have power to appoint a president pro. tem. who shall exercise all such powers and duties as the by-laws of said company may provide; Provided, that the president of the said company shall hold his office at the pleasure of the board of directors, and be subject to removal by them.

Sec. 7. And be it enacted, That the board of directors for Directors to apthe time being, shall have full power to appoint a secretary, point officers. and such other officers as may be requisite for effecting the business of the said company, and also to allow them respectively, such compensation for their services, as may, in their judgment be deemed reasonable.

Sec. 8. And be it enacted, That Elias Vanarsdale, junior, Commissioners Zephaniah Drake, William Stevens, Jacob K. Mead, and to receive subscriptions. Moses Bigelow, be appointed commissioners, to take in sub

Description of property which

may be insured.

Policies and con

binding on the company.

scriptions to the capital stock of this company; that the subscription books be opened by the commissioners aforesaid, at Newark, first giving notice thereof for two weeks, in the papers printed at Newark, and shall continue open from day to day, (Sundays excepted) for eight days, unless the whole capital stock shall be sooner subscribed.

Sec. 9. And be it enacted, That it shall and may be lawful for the said company to insure houses, buildings of any description, and personal property of whatsoever kind, against loss by fire; also, ships, steamboats or other vessels and the property contained therein, against loss or damage by fire or other casualty; and the said company shall be liable for all loss sustained by fire or other casualty, agreeably to and on such terms and conditions as shall be contained in the policy; and it shall and may be lawful for said company, to make insurance upon the lives of persons or beasts and to grant annuities.

Sec. 10. And be it enacted, That all policies or contracts founded thereon, which shall be made or entered into by the said company, may be made either under or without the seal thereof, and shall be subscribed by the president or president pro tempore, (or by such other officer as may be designated for the purpose by the by-laws of said corporation, and attesttracts made to be ed by the secretary, and being so subscribed and attested, shall be binding and obligatory upon the said company, according to the tenor, intent, and meaning of this act, and of such policies or contracts; and all such policies and contracts may be so made, subscribed, attested, and executed, and the business of the said company may be otherwise conducted and carried on without the presence of the whole board of directors, but by such committee or otherwise, as the said board may direct, and the same shall be binding and obligatory on the said company.

Sec. 11. And be it enacted, That the number of votes of each stockholder in the company, shall be estimated according to the number of shares which such stockholder may have in his own right, that is to say, for every share and not Mode of voting exceeding ten shares, one vote; every five shares above ten and not exceeding fifty, one vote; and for every ten shares above fifty, one vote.

at elections.

Seven directors Lo be chosen.

Sec. 12. And be it enacted, That for the well regulating. and conducting of the election of directors, the president for the time being, shall previously thereto, appoint three stockholders, not being directors, to be judges of the election, who shall conduct and regulate the same: and seven directors shall constitute a quorum for the transaction of business.

Sec. 13. And be it enacted, That the board of directors or any number of stockholders, being proprietors of at least one half of the stock, may at any time call a meeting of the

holders to be con

stockholders for the transaction of the business of said com- How a general pany, previously advertising the time and place of said meet- meeting of stocking, for at least two weeks, in the papers printed in the town vened. of Newark, and mentioning the object of such meeting.

ble.

Sec. 14. And be it enacted, That the stock of said company shall be assignable and transferable according to Stock transferasuch rules, and subject to such restrictions and conditions, as the board of directors may, from time to time, establish, and that the said stock shall be considered personal property.

Sec. 15. And be it enacted, That it shall and may be lawful, for the said company to purchase and hold such and so much real estate as shall be necessary for their convenient What real esaccomodations in the transaction of their business; and also tate to be held. to take and hold any real estate or securities, bona fide mortgaged or pledged to the said company, or to secure the payment of any debt which may be contracted with the said company; and also, to proceed on the said mortgages or securities, for the recovery of the moneys thereby secured, either at law or in equity, or otherwise, in the same manner as any other mortgagee, is, or shall be authorized to do; 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 any other legal proceedings, or otherwise to receive and take any real estate in payment, or towards satisfaction of any debt previously contracted and due to the said company, and to hold the same until they can conveniently sell or convert into money or other personal property; Provided, that it shall not Proviso. be lawful for the said company to use or employ any part of the stock, funds or moneys thereof, for or in any banking operations, or in the purchase or sale of any stock or funded debt created or to be erected, under any law of the United States, or of any particular state, or to emit any notes or bills or securities, for the payment of money, except under the seal of the said company; but it shall nevertheless be lawful for the said company to purchase and hold any such stock or funded debt, for the purpose of investing therein any part of their capital stock, funds or moneys, and also to sell and transfer the same, and again to renew such investments, when, and as often as the exigencies of the said company, or a due regard to its interest shall require, and also to make loans of their capital stock, funds, or moneys on bonds and mortgages, and the same to call in and reloan as occasion may render expedient.

tal unimpaired,

Sec. 16. And be it enacted, That it shall be lawful for the directors of said company, to make dividends of so much Dividends to be of the profits of the company as shall appear advisable, and made, but capithe said dividends shall be paid out semi-annually to the or directors liastockholders or their legal representatives, but the dividends ble. shall at no time exceed the amount of clear profits made by

Annual state

ment to be exhibited.

the company, but the capital stock shall be and remain unim paired; and if the said directors shall, at any time, knowingly make a dividend of the capital as aforesaid, they shall be individually liable for the proportion of the stock so divided, and an action of debt may be brought against them, or any of them, their heirs, executors or administrators, in any court of record of this state, by any creditor of said company, and may be prosecuted thereon to judgment and execution; and each director present when such dividend shall be declared, shall be adjudged to be consenting thereto, unless he forthwith enter his protest on the minutes of the board, and give further notice to the stockholders of the declaring such dividend

Sec. 17. And be it enacted, That at the annual meeting for the choice of directors, a statement of the affairs and business of the company for the preceding year, shall be made out, and shown for the general satisfaction of the stockholders.

Sec. 18. And be it enacted, That each director and secretary, shall, before he enters on the duties of his office, take the following oath or affirmation, (as the case may be,) Oath of directors I, do swear, (or affirm) that I will faithfully execute the duties of agreeably to the provisions of this act, and the trust reposed in me, to the best of my skill and understanding.

and secretary.

One per cent. paid into treasury.

Books open to inspection of stockholders.

Limitation.

Sec. 19. And be it enacted, That the said company shall pay into the treasury of this state, one quarter of one per centum per annum on the capital stock paid in, to commence three years after the said company shall go into operation, which said amount shall be paid in, under the oath or affirmation of the president and the secretary thereof.

Sec. 20. And be it enacted, That the said company shall cause to be kept at their office, proper books of accounts, in which shall be fairly and truly entered, all the transactions of the company, which books shall be at all times open for the inspection of the stockholders.

Sec. 21. And be it enacted, That this act shall continue in force for the space of thirty years; but it shall and may Act may be al be lawful for the legislature at any time hereafter, to alter, amend, or repeal the same.

tered or repealed.

Passed February 17, 1834.