Cornell University Law Library The Moak Collection PURCHASED FOR The School of Law of Cornell University And Presented February 14, 1893 IN HEnORY OF JUDGE DOUGLASS BOARDMAN FIRST DEAN OF THE SCHOOL By his Wife and Daughter A. M. BOARDMAN and ELLEN O. WILLIAMS ,^^.. Cornell University Library KFN5290.A3 1883 General insurance statutes of the state 3 1924 022 796 894 The original of tiiis book is in the Cornell University Library. There are no known copyright restrictions in the United States on the use of the text. http://www.archive.org/cletails/cu31924022796894 GENERAL INSURANCE STATUTES STATE OF NEW YORK, INCLUDING ALTERATIONS AND AMENDMENTS TO THE CLOSE OF THE SESSION OF THE LEGISLATURE OF 1882, AND SUCH OF THE GENERAL STATUTES OF THE STATE RELATING TO CORPORATIONS AND JOINT-STOCK COMPA- NIES, AS ARE APPLICABLE TO INSURANCE COMPANIES, REFERENCES TO JUDI- CIAL DECISIONS, EXPLANATORY NOTES AND A TABLE OF STATUTES AND AN INDEX. COMPILED UNDER THE DIRECTION OF CHARLES G. FAIRMAN, SUPERINTENDENT OF THE INSURANCE DEPARTMENT. ALBANY, N. Y. WEED, PARSONS AND COMPANY, 1883. Entered according to act of Congress in the year eighteen hundred and eighty-three By weed, parsons AND COMPANY, In the office of the Librarian of Congress, at Washington, TABLE OF CONTENTS. Chapter I. Chapter II. Chapter III. Chapter IV. Chapter V. Chapter VI. Chapter VII. Chapter VIII. Chapter IX. Article I Article II, Article III. (Art. (Art. (Art. Article IV, Article V PAGE. The insurance department. 3 Fire and inland navigation and transportation insur- ance companies . . .'. 11 Life, health and casualty insurance companies 50 Marine insurance companies 96 Foreign insurance companies and companies of other States doing business within the State 118 County and town insurance companies 139 Charitable, benevolent and beneficiary associations, societies and corporations 160 General and miscellaneous provisions relating to insurance companies 165 General statutes, relating to corporations and joint-'' stock companies, applicable to insurance companies, 1 85 . Creation of corporations 194 , Taxation of corporations, joint-stock companies and associ- ations ig6 Monied corporations 208 I.) Regulations to prevent the insollvency of monied corpo- rations, and to secure the rights of their creditors and stock-holders .... 208 2.) Regulations concerning the election of directors of monied corporations.' 214 3.) Of the construction of this title 217 The general powers, privileges and liabilities of corporations 218 , Special provisions relating to certain corporations, and joint- stock associations 221 iv TABLE OF CONTENTS. PAGB. Article VI. Proceedings against corporations in equity 238 Article VII. Voluntary dissolution of corporations 243 Article VIII. Service of process on corporations 253 Article IX. Actions relating to a corporation 255 (Art. i.) Action by a corporation, and action against a corpora- tion, to recover damages or property 255 (Art. 2.) Judicial supervision of a corporation, and of the oflScers and members tliereof 257 (Art. 3.) Actions to procure the dissolution of a corporation, and actions to enforce the individual liability of the officers or members of a corporation, with or without a dissolu- tion thereof 253 (Art. 4 ) Action by the people to annul a corporation 262 (Art. 5.) Provisions applicable to two or more of the actions speci- fied in this article 264 Article X. Actions by or against an unincorporated association 267 Article XI. Miscellaneous provisions of the Code of Civil Procedure relating to corporations and joint-stock associations... . 269 Article XII. Criminal proceedings against corporations 272 Article XIII. Fraudulent insolvencies by corporations and other frauds in their management 273 Table of statutes v-ix List of insurance companies and associations authorized to transact business in the state, 281 Index 293 TABLE OF STATUTES. Contained or Cited in the foregoing Work. CONSTITUTION, 1846. Article VIII, §§ r-3. Page. .. 194 REVISED STATUTES. 1828. Part I,Ch. VII, Title 3 194 Part I,Ch. XIII, Title 4 196-200 Part I,Ch. XX,Title2i 167 Part I, Ch. XVIII, Title 2, Art. 1 208-214 Part I, Ch. XVIII, Title 2, Art. 2 214-217 Part I, Ch. XVIII, Title 2, Art. 3 217-218 Part I, Ch. XVIII, Title 3 218-221 Part I, Ch. XVIII, Title 4 '. , 221-226 Partlll.Ch. VIII, Title 4, Art. 2 238 Part III, Ch. VIII, Title 4, Art. 3 243-249 CODE OF CIVIL PROCEDURE. 1877. Sees. Page. 263-264 269 431-433 253-254 438 254 525 • 269 610 254 624, 636, 646, 647, 650 269 651, '707, 791. 839, 868, 869, 872 270 929-931 270 960, 1012 270 1217 271 1880. 1650 271 Sees. Page. 1775-1813 255-267 1879 271 1919-1924 267-269 1948, 1950, 1955, 1984, 1987 271 2071 254 2146 271 2419-2431 249-252 2441, 2463 271 2526 254 2865 271 2879 255 3268,3343 271 VI TABLE OF STATUTES. Sees. 22X • CODE OF CRIMINAL PROCEDURE. 1881. I Sees. Page. 273 273 I 675-682 Page. 236 272-273 PENAL CODE. 1882. 590-614 Chap. 49 ... 273-277 1814. 1824. SESSION LAWS. 1861. Chap. P»ge- 95 72-76 164. § JO note, 56 188 35 Page. . 167 277 336 1828. See Revised Statutes above. 1829. 1830. 71 30 . 1837. 168 169 168 56 71 169 226 1838. 260, §8 note, 1840. 80 287 1842. I6S 1846. See Constitution above. 1848. 205 169 319 note, 160 340, §§2-3 note, 56 1849. 178 120 273 note, 160 308 '. 97-111 313, § I note, 55 1850. 172 226 1862. 71 • 123 240 112 1863. 463 •••• 53-70 466 13-34 469 •76 487 , .note, 160 528 34, 35 55i.§i 57 551, §2 , 64 654 .• 198, 199 1864. 50... note, 160 224 170 245 236 369. § I ••• 15 369. § 2 1 . . 24 369. I 3 20 369. § 4 27 1866. 75 171 83 76 155 277-279 279 254 292 109 1867. 28 112-114 38 108, 109 456 igg , 200 469 102 548 122, 135-138 739 140-144 TABLE OF STATUTES. vn SESSION LAWS — (Continued). Chap. 187... 255 .. 186& Page. 71, 72 ••• 135 285,1 I 140 285,§2 143 314 241 348 239 1859. 168 263 366 r53 171-174 70 .4-7. 34 1860. ■;.. 141 328, §§ 1-2 57 328, §3 7&-77 1861. 58 note, 160 80 144 92 35 239 note, 160 326,§i 5 326, §2 7 334 ■ 123 1862. 6 31 70 - 72 151 236 300. §1 54 300, §§2-3 57 300, §4 64 300, §5 66 347 1.45 367,§i ■ 15 367.12 17 367.§3 -■ 19 367.§4 24 367,§5 31 367,§6 175 367.§7 34 412 175 1863. 242 17 1864. 419 note, 160 425 106 563 • 19 1866. Chap. Page. I99.§I 19 199. § 2 123 328,§i 53 328, §§2-3 77 694 124 1866. 124 5 57 514 525 577 Ill 633, §7 138 656 71. 72 785 61 125 145 77 825 828 843 1867. 91, §§ 1-6 176-178 9i.§7 19 289 237 441 141 442,§i 108 442, §2 114 574 103 708 78-87 709. § I 124 709,§2 178 937 227 962 138 1868. 118 . 290 . 318, 482 , 623 731 732 1869. 404 , 634 742 ■ 829 902. 87 237 57 87 6x "5 8-9 54 87 279 70 78-87, 88 TABLE OF STATUTES. SESSION LAWS — (Continued). 1870. Chap. Page. 51 note, 135 151 277 297 476 608 709 883 888 160 227 280 71 138 24 1871. .... 17 .... 7 226 126-129 1872. 100 104 146 235 541 649. 161 228 143 9 , note, 160 1873. 151 228-230 469 230-232 561, §1 141 561, §2 143 593. § I 5 593, §2 9 614 643 688 821 849 "5 9 178 72 61 851, § I • 14 85i,§2 36 1874. 36-41 31 189 331 398 560 1876. 60 . irg 170 208 423 9 141 124 228 58 24 179 Page. . 280 Chap. 428 452 note, 160 465 129-131 555.§i 31 555.§2 34 1876. iQO o note, 160 341 ^^ 357 S8 359 ^30, 131 1877. 64 138 158 232 183 180 209 180 211 181 229 89 241 42 245 181 311 232 321 ,89, 90 416 253 423 6 439 90-92 See Code of Civil Procedure above. 1878. 98 43-45 138 131 264 c 233 282, §§ 1-2 38 28ej§3 39 282, §§4-5 41 377 412 89. 153 1879. 180 142 138 131 i6i,§i 53 161, §2 68 161, §§3-4 6g 248 92 287 146-152 347 93 485.8 I 53 485.§§2-3 54 TABLE OF STATUTES. IX Chap. 489. 490 . SESSION LAWS— (Continued). Page. •• 45 . . 181 1880. 22 .. TIO . "3 222 . 225 . 10 47 232 116 234 245 223, 238, 241, 343, 249. 280 301 259 362 152-158 397. §1 146 397, §2 147 397, §3 148 397. §§4-5 150 397. §6 152 427 70 428 131-133 452 48 534 94 537 241-243 542 201-207 See Code of Civil Procedure above. 1881. 166 235 171, §§ i-n 152-158 171. § 12 152 256 161-164 305 159 361 201-206 428 164 434 95 461 note, 160 Page. . 182 ,. 116 133 183 Chap. 463 471 484 486 526 note, 160 560 57 583 180 599 238 600 10 628,§i 91 628,§§2-3 92 639 242 671 181 See Code of Criminal Procedure above. 1882. 38. 151 218 235 243 158 206 49 133 49 282, § I 147 282, § 2 148 182, §3 150 290 235 306 234 312 149 331. § I 242 331, §§2-3 243 371 134 399 '. 260 409. §§ 67 and 71 note, 56 410. §§ 522-532 135-138 See Penal Code above. CHAPTER I. THE INSURANCE DEPARTMENT. PAGE. 1S59; Ch. 366 — Act establishing department 4 Sec. I. Department created. 2. Superintendent; how appointed; salary; clerks; deputy; expense of examinations; official oath; bond. 3. Powers of superintendent; annual reports. 4. Official seal: certificate, when evidence. 5. Books, papers, etc., in office of comptroller and secretary of state to be transferred to superintendent. 6. Superintendent's office; furnishing of. 7. Fees payable to insurance department; expenses of department above fees how collected. 8. Repeal. 1861, CIi. 326 — Termination of fiscal year 7 Sec. I. Amends L. 1859 ch. 366. 2. Time of making reports and statements by companies. 1868, Ch. 732 — Transfer of securities 8 Sec. I. Transfer of securities by superintendent to be countersigned by state treasurer. 2. Treasurer's report to legislature. 3. Duty of treasurer; to have access to books of insurance de- partment. 4. Compensation of treasurer. 5. Salary of superintendent increased; fee's for filing annual state- ments. 1873> Ch. 593 — Superintendent may refase admission 9 Sec. I. Amends L. 1859 ch. 366. 2. Superintendent may refuse admission to companies to transact business. 1874, Ch. 398 ^- Fees to be paid into the treasnry 9 (The Annual Appropriation Act.) Sec. I. All fees and perquisites to be paid into the treasury. 1881, Ch. 600 -Depositing of securities 10 Sec. I. Superintendent may receive stocks and bonds bearing any rate of interest; may require additional deposit. INSURANCE LAWS. [i8S9, c. 366. CHAP. I. Department established. Superin- tendent, how ap- pointed. Salary, Clerks. Deputy. Examina- tions, expense of. L. 1859, Chap. 366— An Act to establish an insurance department. Passed April is. '859. Section i. There is hereby established a separate and distinct department, which shall be charged with the execution of the laws heretofore passed, or that may be hereafter passed in rela- tion to insurance. § 2. The chief officer of the said department shall be denominated the superintendent of the insurance department. After the expira- tion of the term of office of the present superintendent, or whenever a vacancy shall occur in such office, such chief officer shall be ap- pointed by the governor by and with the advice and consent of the senate, and shall hold his office for the term of three years. He shall receive an annual salary of seven thousand dollars, to be paid in monthly installments, which salary shall be in full for all serv- ices to be performed by said superintendent in any capacity, and all fees and moneys collected by him shall be paid into the State treasury monthly. He shall employ, from time to time, the ne- cessary clerks to discharge such duty as he shall assign them, whose compensation shall be paid to them monthly on his certifi- cate and upon a warrant of the comptroller. He shall appoint one of the said clerks to be his deputy, who shall possess the power and perform the duties attached by law to the office of principal, during a vacancy in such office and during the absence or inability of his principal. Whenever examinations shall be made of any insurance company by the superintendent or deputy superintendent personally, or by one or more of the regular clerks of said department, no charge shall be made on such examination but for necessary traveling, and other actual expenses, and all charges for making examinations of any insurance company, and all charges against any company by any attorney or appraiser of this department, shall be presented in the form of an itemized bill, which shall first be approved by the said superintendent and then audited by the comptroller, and shall be paid on his warrant, drawn in the usual manner upon the State treasurer, to the person or persons making such examination, and the company examined, on receiving a certified copy of said bill of charges, as audited and paid by the comptroller, shall repay the amount of the same to the said superintendent, to be by him "paid into the State treasury to replace the money drawn out as above provided for ; and no company examined shall either directly or indirectly pay, by way of gift, gratuity or otherwise, any other or further sum to said § 3-] THE INSURANCE DEPARTMENT. superintendent or examiners for services, extra services, or for pur- *^^^''' ^• poses of legislation, or on any other pretense whatever. Said super- *°*''y- intendent, examiner or any officer, clerk or other employee of any insurance company, violating the provisions of this section, shall official be guilty of a misdemeanor. Within fifteen days from the time of "*"'■ notice of their appointment respectively, the superintendent and his deputy shall take and subscribe the oath of office prescribed by the constitution, and file the same in the office of the secre- tary of State; and the said officers shall be in all respects subject to the provisions of the sixth title of chapter five of the first part of the Revised Statutes, as far as the same may be applicable ; and within the said fifteen days the said superintendent of the insur- ance department shall give to the people of the State of New ^°'"*" York a bond in the penalty of twenty-five thousand dollars, with two good sureties, to be approved by the comptroller, conditioned for the faithful discharge of the duties of his office ; and the said superintendent shall not, either directly or indirectly, be interested in any insurance company except as an ordinary policyholder. [/is amended by Laws of 1861, chap. 326, § i; and by Laws of 1873, chap. 593, § I.] People ex rel. Church v. Hopkins, 55 N. Y. 74. § 3. The superintendent of the insurance department shall possess powers of all the powers, perform all the duties, and be subject to all the tenlent obligations and penalties, now conferred by law upon the comp- troller of this State, or to which the comptroller is subject in rela- tion to msurance companies and the formation thereof, under the laws relating thereto, so that every power and duty thereby con- ferred on the comptroller shall, from and after the appointment of such superintendent, be transferred to and conferred upon the said superintendent. In addition to the requirements of the Laws of eighteen hundred and fifty-three relating to the annual ^^*^ "- reports relative to insurance, the superintendent shall be required to report the names and compensation of the clerks employed by him, and the whole amount of expenses of the department during the year ; such report shall be made by or before the first day of April, and fifteen hundred copies for the use of the superintend- ent, and the usual number of copies for the use of the legislature shall be printed by the printer employed to print legislative docu- ments. \As amended by Laws of 1866, chap. 514, § i.] Case V. People, 6 Abb. N. C. 151; S. C.-, 14 Hun, 503. (See Laws of 1853, chap. 466, S s2,^bi<, p. 25, and id. chap. 463, $ 13, post, p. 60.) INSURANCE LAWS. [1859, c. 366,' § 4. The said superintendent, with the approval of the gover- nor, shall devise a seal, with suitable inscriptions, for his office, a description of which, with a certificate of approval by the gover- nor, shall be filed in the office of the^ secretary of State, with an impression thereof, which seal shall thereupon be and become the seal of office of the superintendent of the insurance department, etc!!'uf b'e ' and the same may be renewed whenever necessary. Every certifi- evIdSiM^ cate, assignment or conveyance executed by the said superintend- cSrded'. eit, in pursuance of any authority conferred on him by law, and sealed with his said seal of office, shall be received as evidence, and may be recorded, in the proper recording offices, in the same manner and with the like effect as a deed regularly acknowledged or proved before an officer authorized by law to take the proof or acknowledgment of deeds ; and all copies of papers in the office of the said superintendent, certified by him and authenticated by the said seal, shall in all cases be evidence equally and in like manner as the original. An impression of said seal directly on paper shall be as valid as if made on a wafer or wax. Books, § 5. AH books, papers and documents, securities, stocks, bonds in office of' and mortgages, and all other papers whatever in the comptroller's let and office, and in the office of the secretary of State, relating to the state tote business of insurance, shall, on demand, be delivered and trans- to superin- ferred to the superintendent of the insurance department, and be and remain in his charge and custody. Case V. People, 6 Abb. N. C. 151 ; S. C, 14 Hun, 50. fS'nt's § ^- There shall be assigned to the said superintendent, by the office. trustees of the State hall, suitable offices in the city of Albany, for conducting the business of said department; and the said super- H_urnishing intendent shall, from time to time, furnish the necessary furniture, stationery, fuel, lights and other • proper conveniences for the Expenses, transaction of the said business, the expenses of which, together ' with the rent of said offices, shall be paid on the certificate of the superintendent and the warrant of the comptroller, [As amended by Laws of 1877, chap. 423, § i.] Fees to be § 7- There shall be paid by every company, association, person ?uiano°e de- or persons, or agent, to whom this act shall apply, the following partment. ^^^^ toward paying the expenses of executing this act : For filing the declaration now. required by law, or the certified copy of a charter also now required, the sum of thirty dollars ; for filing the annual statement now required, twenty dollars • for each cer- tificate of authority and certified copy thereof, such sum, not § ?.J THE INSURANCE DEPARTMENT. exceeding five dollars, as shall be fixed from time to time by the ^^^^- ^■ said superintendent ; for every copy of paper filed in his office, the sum of ten cents per folio, and for affixing the seal of said office to such copy and certifying the same, one dollar. In case Expenses the expenses of said department shall exceed the amount of fees mefcb^ve collected under this act, and paid into the State treasury (exclu- SlI'sseT' sive of the tax upon marine premiums), the excess of such expe;nses feoted"'" shall be annually assessed by the superintendent, J>ro rata, upon all the insurance companies of this State ; and the said superin- tendent is hereby empowered to collect such assessments and pay the same into the State treasury. \As amended by Laws of 1871, chap. 709, § I.] People V. Miller, 56 N. Y. 448. § 8. All laws or parts of laws inconsistent with this act are Repeal, hereby repealed. li. 1861, Chap. 326 — An Act to amend the act to establish an Insurance Department, passed April fifteen, eigh- teen hundred and fifty-nine, and authorizing insur- ance companies to change the dates of the termination of their fiscal year in certain cases. Passed April 20, 1861, (Section i. Amends Laws of 1859, chap. 366.) § 2. All fire, marine and life insurance companies now required. Time of or which may hereafter be required, to make annual statements to report! and the insurance department for the year ending on the last day of by com- December, are hereby authorized and empowered to change the*"""*^' date of the termination of their fiscal year to the thirty-first day of December; and all statements, reports, dividends and balances now required by law to be made, and all other acts required to be done by said companies, at the termination of their fiscal year or years, or within a limited time thereafter, may be made out and done on the last day of December, and within the same period . thereafter, in lieu of such other days of the year, or periods of time, as are now designated by their charter, or otherwise. INSURANCE LAWS. [1868, c. 732, CHAP. I. li. 1868, Chap. 732— An Act In relation to transfer of se- curities deposited by insurance companies with the Superintendent of the Insurance Department, and to amend the act entitled " An Act to establish an Insur- ance Department," passed April fifteen, eighteen hun- dred and fifty-nine. Passed May 8, 1868. Transfer of SECTION I. No transfer of stocks, bonds and mortgages or other by^the'*^ Securities, now held or hereafter received by the superintendent tendentto of the insurance department under the provisions of any act au- signed by thorizing deposits in the said department, shall be deemed valid ure? or ™fs or of binding force or effect unless the same be countersigned by eputy. jjjg treasurer of the State, or in his absence from his office or in- Book to be S'bility to perform the duties of his office, by his deputy. It shall treasurer t)e the duty of the treasurer aforesaid to keep in his office, or in contain! ^^^ office of the superintendent of the insurance department, a book in which shall be entered the name of the company from whose account such transfer of securities is made by the superin- tendent, and the name of the party to whom such transfer is made, • unless such transfer shall be made in blank, and the par value of any stock so transferred shall be entered therein, and the amount for which every mortgage transferred is held by the superintend- ent, and the name of the party to whom assigned, shall also be Duty of the therein entered ; and it shall be the duty of the treasurer, imme- reasurer. ^jg^jgjy. ^^qj^ countersigning and entering the same, to advise, by mail, the company from whose account the transfer is made, of the kind of security, and the amount of the same thus transferred, to'r^ort'^to § 2. The treasurer shall present in his annual report to the leg- amounfof islature the total amount of such transfers or assignments counter- transfers, gigj^g^ ^y Jjj^_ °^su?er. § 3- It shall be the duty of the treasurer, or in his absence from his office, or, in case of his inability to perform the duties of his office, of his deputy, to countersign and enter upon the book, in the manner aforesaid, every transfer or assignment of any securi- ties held by the said superintendent presented for his signature • To have and the treasurer shall have at all times during office hours access books of to the books of the superintendent of the insurance department insurance r ^-l. r ^ ■ ■ ^i - , ' depart- for the purpose of ascertammg the correctness of the transferor ment assignment presented to him to countersign; and the superintend- ent shall have access to the book above mentioned, kept by the treasurer, during office hours, to ascertain the correctness of the entries upon the same. 2.J THE INSURANCE DEPARTMENT. CHAP. I. § 4. The treasurer shall, for the services required by this act, receive the annual salary of two hundred and fifty dollars, to be sa°ion™f paid in the same manner as the salary of the superintendent, and the same shall be audited and allowed by the said superintendent, and charged in the general expense of the insurance department. (Article V, § I, of the Constitution, provides that the treasurer shall not receive any fees, perquisites or other compensation, except his stated salary.) § 5. The annual salary of the superintendent of the insurance Salary of department from and after the first day of January last is hereby tenlentin- increased in the sum of two thousand dollars per annum, payable quarterly, in the usual manner, out of the funds of said depart- ment. The fees for filing the annual statement of all marine and life Fees for insurance companies transacting business in this State are hereby ttolements. fixed at fifty dollars each. (See Laws of 1859, chap. 366, ^ 2, as amended by Laws of 1873, chap. 593, 5 i, ante, p. 4, which fixes the salary at $7,000 per annum, payable_monthly: and see Laws of 1859, chap. 366, § 7, as amended by Laws of 1871, chap. 709, § i, ante, p. 6, which fixes the fee for filing the annual statement at $20.00.) li. 1873, Chap. 593— An Act to amend an act entitled •' An act to establish an insurance department," passed April fifteen, eighteen hundred and fifty-nine. Passed May 22, 1873, (Section i. Amends Laws of 1859, chap. 366.) § 2. The said superintendent shall have power to refuse admis- when sion to any company, corporation or association, applying to be teST permitted to transact the business of insurance in this State from Sslfon* any other State or country, whenever, upon examination, the J,°j^^?"to capital stock of such company, corporation or association shall bSess in be impaired, and, also, whenever, in his judgment, such refusal to "''^ ^'*"'- admit "shall best promote the interests of the people of this State. li. 1874, Chap. 398 — An Act to provide for the support of government and for other purposes Passed May 9, 1874. (The annual Appropriation Act — Extract from Section i.) All fees and perquisites of every name and nature charged, ah feesand received and collected by the insurance department, or any officer [If bTpaid' thereof, shall be immediately paid into the treasury. teasui^. (The annual appropriation acts of 1872, chap. 541, and of 1873, chap. 643, contain sub- stantially the same provisions.) 2 Id INSURANCE LAWS. [1881, C: 600, CHAP. I. L. 1881, Chap. 600 — AnActto regulate the depositing- of securities by insurance companies with the superin- tendent of the insurance department. Passed July 4, 1881. Superin- SECTION I. In all cases where, by the laws of this State, any may^°- insurance company is required to deposit with the superintendent "ocks or °f ths insurance department, stocks or bonds of the United States, bearing any °^ °^ *^^ ^'■^'■^ °^ ^^^ York, as Security for policy-holders, bearing fntere^ not less than six per centum per annum, the superintendent may receive for the purposes of such deposit registered stocks or bonds of the United States or of the State of New York, bearing any rate of interest, provided that such stocks or bonds shall not be received at a rate above their par value. And if the market value of such stocks or bonds deposited, or offered for deposit, shall at any time May re- be less than par, the superintendent shall require an additional de- 3uire ad- ■ r 1 ^itionai posit of such stocks Or bonds to make the total deposit equal in the aggregate to the sum required by law to be deposited with the superintendent. (The foregoing act supersedes Laws of i88a, chap. 22, which is therefore omitted.) CHAPTER II. FIRE AND INLAND NAVIGATION AND TRANS- PORTATION INSURANCE COMPANIES. PAGE. 1853, Ch. 466 — The general act 13 Sec. I. Corporations may be formed; their purposes. 2. Power to effect re-insurance. 3. Declaration to be filed; its contents; what to contain. 4. Charter; what to contain. 5. Companies not to deal in goods, wares, etc. 6. No joint-stock or mutual company to be formed in New York or Kings county unless complying with certain provisions. 7. Books of subscription to be opened. 8. Investments of capital and surplus funds. 9. Real estate not to be held except for certain purposes. 10. Attorney-general to examine charter, etc. ; examination as to capital to be made by superintendent or three commissioners. 11. By-laws; seal. 12. No dividends to be made except from surplus profits; penalty for improperly declaring dividends. 13. Notes to be held as security for losses; persons insuring to be members of mutual companies ; settlement of losses, etc. 14. Mutual companies may unite cash capital as additional security; joint-stock companies may allow insured to participate in profits. 15. Word " Mutual " to appear on policies and renewals of mutual companies, and " Stock " on those of stock companies. 16. Suits may be maintained by corporation against members and stockholders and vice versa. 17. Trustees and corporators to be responsible for debts. 18. Existing joint-stock companies may reorganiise under general act; mutual may become joint-stock companies ; may extend term of charters, ig. Companies may increase capital stock, change name, etc. 20. Companies formed under act of April 10, 1849, brought under this act. 21. Companies formed to be bodies corporate and politic. 22. Annual statement to be made by company to superintendent; its contents; annual report of superintendent to legislature. 23. When foreign company may take risk; to appoint attorney; to file charter and statement; where capital is impaired; de- posit of security; securities may be changed; agents to obtain certificates of authority ; to file and publish same ; renewal thereof ; brokers not tfl place risks ; penalty ; agents' place of business to be advprtised; ternii^ " agent " and "broker" defined. INSURANCE LAWS. Sec. 24. Superintendent may appoint persons to make examinations ; may publish result : proceedings after investigation; court may decree dissolution of company ; calls may be made on stockholders; liability of directors; transfer of stock; for- eign companies. 25. Penalties, how sued for;" any person may be relator. 26. Duration of charter. 27. Fees to be paid county clerk . 28. Repeal ; exception. 1851} Ch. 188 — Toting by proxy prohibited 35 Sec. i. Members of mutual companies not to vote by proxy for di- rectors. 1853; Ch. 528 — General act amended 35 Sec. I. Amends L. 1853, ch. 466. 2. Certain joint-stock companies may be organized under act of 1853- 1861j Ch. 92 — Inland navigation companies 35 Sec. I. Powers of inland navigation insurance companies. 2. Id., as to new companies. 1873, Ch. 851 — General act amended 36 Sec. I. Amends L. 1853, ch. 466. 2. Examinations to be made by superintendent ; when court may appoint receiver. 1874, Ch. 189 — Security against conflagrations j safety fnnds. . 36 Sec. I. Guarantee and special reserve funds. 2. How created; examination of company by superintendent; no- tice on policies. 3. When companies not to pay dividends beyond seven per cent ; surplus profits to be set apart, to constitute funds. 4. Guaranty fund, how to be invested. 5. Special reserve fund, how invested and deposited. 6. Profits of company, how estimated ; how long restrictions on dividends shall continue. 7. In cases of extensive conflagrations ; making up capital stock ; annual statements ; guaranty surplus fund ; books, etc., not assets. 8. When capital stock has become impaired, how to be made up ; limit on insurance ; interpretation. 1877, Ch. 241 — False statements prohibited 42 Sec. 1. False statements of assets prohibited. 2. What advertisements, etc., to contain. 3. Capital set forth in charter may be stated in policy or renewal. 4. Penalties. 1878, Ch. 98 — Merging of corporations 43 Sec. I. Merger of corporations organized under general act. 2. Ratification by directors and stockholders 3. When merger effected ; return of original certificates of stock. 4. Effect of merger. 5. Rights of creditors ; liabilities; pending suits. [§.2.] FIRE AND INLAND NAVIGATION. 13 1879, Ch. 489 — Issuance and reissuance of policies 45 °°^^" "' Sec. I. Limits as to risk. 2. Limits as to risks taken by foreign companies. 3. Re-insurance. 4. Reserve fund in case of re-insurance; exceptions as to limits on risk. 5. Penalty. 6. Repeal. 1880j Ch. 110 — Examinations and reports 47 Sec. I. Investigations ; what may be allowed as assets ; liabilities, how to be estimated. 2. Superintendent to insert interrogatories in blanks. 3. Policies to be canceled on request and premium paid to be returned less short rate. 4. Receiver to cancel policies and issue certificates of indebted- ness ; to report liabilities. 5. Penalties for violating this act. 6. Repeal. 1880, Ch. 452 — Damage bj lightning 48 Sec. 1. Joint-stock companies authorized to issue policies against loss or damage by lightning. 1882, Ch. 218 — Damage by Trindstorms and tornadoes 49 Sec. 1. Joint-stock companies authorized to issue policies against loss or damage by windstorms and tornadoes. 1882, Ch. 243 — Charters to be deemed extended 4g Sec. I. Charters of companies changed from mutual to joint-stock to be deemed extended. Ii. 1853, Chap. 466 — An Act to provide for the incorpora- tion of Fire Insurance Companies.* Passed June 25, 1853. Section i. Any number of persons, not less than thirteen, may corpora- associate and form an incorporated company for the following be formed, purposes, to wit : To make insurance on dwelling-houses, stores and all kinds of Their pur- buildings, and upon household furniture and other property, p°'^^ against loss or damage by fire, and the risks of inland navigation and transportation. Sands v. Lilienthal, 46 N. Y. 541. (See Laws of 1S61, chap. gz,posi,p. 35.) § 2. Any company organized under this act, shall have power to effect to effect re-insurance of any risks taken by them respectively. reinsurance Casserly v. Manners, 48 How. 219. • The title should have included inland navigation and transportation companies, as does the text of the act. 14 INSURANCE LAWS. [1853, c. 466 CHAP, n, Declara- tion to be filed and notice of intention published. Charter, what to contain. Company not to deal in goods, wares, etc. Joint-stock company not to be formed in New Vork city, nor in county of Kin^s, unless com- plying with certam pro- visions. § 3. Such persons shall file in the office of the superintendent of the insurance department* a declaration signed by all the cor- porators, expressing their intention to form a company for the purpose of transacting the business of insurance as expressed in the first section of this act, which declaration shall also comprise a copy of the charter proposed to be adopted by them, and shall publish a notice of their intention in a public newspaper, in the county in which such insurance company is proposed to be located, for at least two weeks successively. [As amended by Laws of 1873, chap. 851, § I.] § 4. The charter comprised in such declaration shall set forth the name of the company, the place where the principal office for the transaction of its business shall be located, the mode and manner in which the corporate powers granted by this act are to be exercised, the mode and manner of electing trustees or directors, a majority of whom shall be citizens of this State, and of filling vacancies (but each director of a stock company shall be the owner in his own right of at least five hundred dollars worth of the stock of such company at its par value), the period for the commencement and termination of its fiscal year, and the amount of capital to be employed in the transaction of its business ; and the superintendent of the insurance department shall have the right to reject any name or title of any company applied for, when he shall deem the name too similar to one already appropriated, or likely to mislead the public in any respect. (See Laws of 1S77, chap. 2iz,/f7j/, p. .) § 5. No company formed under this act shall, directly or indi- rectly, deal or trade in buying or selling any goods, wares, mer- chandise or other commodities whatever, excepting such articles as may have been insured by any company, and are claimed' to be damaged by fire or water. § 6. No joint-stock company shall be incorporated under this act in the city and county of New York, nor in the county of Kings, nor shall any company incorporated under this act establish any agency for the transaction of business in either of said counties, with a smaller capital than two hundred thousand dol- lars, nor in any other county in this State with a smaller capital than fifty thousand dollars ; nor shall any company formed for the purpose of doing the business of fire or inland navigation *The words '-said superintendent" or " superintendent of the insurance department," are substituted for "comptroller" throughout these laws, in accordance with the provi- sions of chap. 366, Laws of 1859. § 6.] FIRE AND INLAND NAVIGATION. 15 • CHAP n insurance, on the plan of mutual" insurance, commence business, if located in the city of New York or in the county of Kings, nor estab- lish any agency for the transaction of business in either of said counties, until agreements have been entered into for insurance with at least four hundred applicants, the premiums on which shall amount to not less than two hundred thousand dollars, of which forty thousand dollars at least shall have been paid in cash» and notes of solvent parties, founded on actual and bona fide applications for insurance, shall have been received for the remainder ; nor shall any mutual insurance company in any other Mutual in- county of the State commence business until agreements have companies, been entered into for insurance with at least two hundred appli-Seiicebusi- cants, the premiums on which shall amount to not less than one Sn^compL hundred thousand dollars, of which twenty thousand dollars atceSin'"' least shall have been paid in cash, and notes of solvent parties, <=°°'J'''°°s- founded on actual and bona fide applications for insurance, shall have been received for the remainder. No one of the notes received as aforesaid shall amount to more than five hundred dol- lars ; and no two shall be given for the same risk, or be made by the same person or firm, except where the whole amount of such, notes shall not exceed five hundred dollars ; nor shall any such note be represented as capital stock unless a policy be issued upon the same within thirty days after the organization of the company, upon a risk which shall be for no shorter period than twelve months" Each of said notes shall be payable, in part or in whole, at any time when the directors shall deem the same requisite for the payment of losses by fire or inland navigation, and such incidental expenses as may be necessary for transacting the business of said company. And no note shall be accepted as part of such capital stock, unless the same shall be accompanied by a certificate of a justice of the peace or supervisor of the town or city where the person making such note shall reside, that the person making the same is, in his opinion, pecuniarily good and responsible for the same, and no such note shall be surrendered during the life of the policy for which it was given. No fire insurance company organized under Restriction, this act, or transacting business in this State, shall expose itself to any loss on any one fire or inland navigation risk, or hazard, to an amount exceeding ten per cent of its paid-up capital. '\As amended by Laws of 1854, chap. 369, § i, and by Laws of 1862, chap. 367, § I.] (See Laws of 1877, oliap. 209, as amended by Laws of 1878, cliap. 337, /> It shall not be lawful for the directors, trustees or man- agers of any fire insurance company to make any dividend, except from the surplus profits arising from their business; and in esti- mating such profits there shall be reserved therefrom a sum equal to the whole amount of premiums on unexpired risks and poli- cies, which are hereby declared to be unearned premiums, and ■ also there shall be reserved all sums due the corporation on bonds § i3<] FIRE AND INLAND NAVIGATION, 19 J i_ J 111, CHAP. II. and mortgages, bonds, stocks and book accounts, of which no part of the principal or the interest thereon has been paid during the last year, and for which foreclosure or suit has not been com- menced for collection, or which, after judgment obtained thereon, shall have remained more than two years lAsatisfied, and on which interest shall not have been paid, and also there shall be reserved all interest due or accrued and remaining unpaid: provided, always, Reserva- that any company may declare dividends not exceeding ten per cent on its capital stock, in any one year, that shall have ac- cumulated and be in possession of a fund, in addition to the amount of its capital stock, and of such dividend, and alt actual outstanding liabilities, equal to one-half of the amount of all pre- miums on risks not terminated at the time of making such divi- dend. Any dividend made contrary to these provisions shall penalty for subject the company making the same to- a forfeiture of its charter, ^"SSng'^ and each stockholder receiving it to a liability to the creditors of cind by Laws of 1867, chap. 91, § 7.] People ex rel. v. Commissioners of Taxes, etc., 76 N . Y. 64. § 13. All notes deposited with any mutual insurance company Notes to at the time of its organization, as provided in section six, shall security for remain as security for all losses and claims, until the accumula- tion of the profits, invested as required by the eighth section of this act, shall equal the amount of cash capital required to be possessed by stock companies organized under this act, the liability of each note decreasing proportionately as the profits are accumulated ; but any note which may have been deposited with any mutual insurance company subsequent to its organization, in addition to the cash premium on any insurance effected with such company, may, at the expiration of the time of such insurance, be relinquished and given up to the maker thereof, or his repre- 20 INSURANCE LAWS. [1853, c. 466, CHAP. n. Persons effecting in- surance in mutual companies to become members thereof. Settlement of losses, etc. When members may be sued. sentative, upon his paying his proportion of all losses and ex- penses which may have accrued thereon during such term. The directors or trustees of any such company shall have the right to determine the amount of the note to be given in addition to the cash premium by any person insured ift such company; but in no case shall the note be more than five times the whole amount of the cash premium. And every person effecting insurance in any mutual company, and also their heirs, executors, administra- tors and assigns, continuing to be so insured, shall thereby become members of said corporation during the period of insurance, and shall be bound to pay for losses and such necessary expenses, as aforesaid, accruing in and to said company, in proportion to the amount of his deposit note or notes. The directors shall, as often as they deem necessary, after receiving notice of any loss or damage by fire sustained by any member, and ascertaining the same, or after the rendition of any judgment against said com- pany for loss or damage, settle and determine the sums to be paid by the several members thereof as their respective portion of such loss, and publish the same in such manner as they shall see fit or as the by-laws shall have prescribed ; and the sum to be paid by each member shall always be in proportion to the original amount of his deposit note or notes, and shall be paid to the officers of the company within thirty days next after the publication of said notice. And if any member shall, for the space of thirty days after the publication of said notice, and after personal demand for payment shall have been made, neglect or refuse to pay the sum assessed upon him as his proportion of any loss, as aforesaid, in such case the directors may sue for and recover the whole amount of his deposit note or notes, with costs of suit ; but execution shall only issue for assessments and costs as they accrue, and every such execution shall be accompanied by a list of the losses for which the assessment is made. If the whole amount of de- posit notes shall be insufficient" to pay the loss occasioned by any fire or fires, in such case the sufferers insured by the said company shall receive, towards making good their respective losses, a pro- portional share of the whole amount of said notes, according to the sums by them respectively insured ; but no member shall ever be required to pay, for any loss occasioned by fire or inland naviga- tion, more than the whole amount of his deposit note. [As amended by Laws of 1854, chap. 369, § 3.] Hulbert v. Carter, 21 Barb. 221 ; Devendorf v. Beardsley, 23 id. 656 ; § T4.J FIRE AND INLAND NAVIGATION. 21 Williams v. Babcock, 25 id. 109; Otis v. Harrison, 36 id. 210; Hyatt v. °°^' °' Whipple, 37 id. 595 ; Cooper v. Shaver, 41 id. 151 ; Sands v. Annesley, 56 id. 598 ; Sands v. Sanders, 26 N. Y. 239; Sands v. Sanders, 28 id. 416 : Jackson v. Roberts, 31 id. 304 ; Sands v. Lilienthal, 46 id. 540 ; Jackson v. Van Slyke, 52 id. 645 ; Sands v. Son, 56 id. 662; Sands v. Graves, 58 id. 94; Osgood V. Toole, 60 id. 475 ; Sands v. Shoemaker, 2 Keyes, 268 ; Sands v Sanders, 25 How. 88 . § 14. It shall be lawful for any mutual insurance company, to unite established in conformity with the provisions of this act, to unite afiddfi'''*' a cash capital to any extent, as an additional security to its mem- curiry.^*" bers, over and above their cash premiums and premium notes ; trovided, that such cash capital shall not be less than thirty thou- sand dollars, and 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 cash capital, and a partici- pation in its profits, and prescribe the liability of the owner or owners thereof to share in the losses of the company, and such cash capital shall be liable as the capital stock of the company in the payment of its debts; provided, that such cash capital shall in all cases be paid in at the organization of the company, and satis- factory evidence of that fact furnished to the superintendent of the insurance department. Any existing joint-stock fire insurance company, and any com- insured pany formed under this law, may (the written consent of the pate m holders of three-fourths in amount of the stock first being had), permit the insured to participate in the profits of the business of such company, and provide how far any scrip, issued to the insured for such profits, shall be liable for the losses to be sus- tained ; and any company so doing, whenever an amount not less than one hundred thousand dollars has been accumulated and scrip so issued therefor, may, with the written consent of the holders of three-fourths in amount of the stock, pay off and cancel an amount of the original cash capital equal to one-half of the accumulated profits, and so may continue from time to time until the whole amount of the origmal cash capital is paid off , provided, Proviso that before any portion of such capital stock shall be so paid off, proof shall be exhibited to the said superintendent that an amount of accumulated profits has been realized, scrip issued therefor, and investments made thereof, pursuant to the provisions of the eighth section of this act, at least equal to double the amount so desired to be paid off and canceled, and the said superintendent shall also first certify that he is satisfied with such proof. 22 INSURANCE LAWS. [1853, c. 466, pfctof"' § 15- Every fire and inland navigation insurance company wh« w ap- hereafter organized shall, if it be a mutual company, embody the pear on. ^^^^ .. mutual " in its title, which shall appear on the first page of every policy and renewal receipt ; and every company doing business as a cash stock company, shall, upon the face of its policy, in some suitable manner express that such policy is a stock policy. S 16. Suits at la;w may be maintained by any corporation, Suits may o ■* ^ i i_ i j be main- formed under this act, against any of its members or stockholders tamed by , _ , . . i corpora- for any cause relating to the busmess of such- corporation ; also against guits at law may be prosecuted and maintained by any member or members or ■' ^ . , v ■ i stocijhoic;. stockholder against such corporation for any losses wnicn may viavnta. have accrued, if payment is withheld more than thirty days after such losses may have become due ; and any member or stock- holder, not individually a party to such suits, may be a witness therein. Trustees § 17. The trustees and corporators of any company organized ?ators°to°be under this act, and those entitled to a participation of the profits fOT^de'b^'* of such company, shall be jointly and severally liable for all debts or responsibilities of such company, until the whole amount of the capital of such company shall have been paid in and a certifi- cate 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 insol- vent, but are to be regarded as assets of the company. Cooper V. Shaver, 41 Barb. 155. jomtstock 8 18. Any existing joint-stock fire insurance company hereto- fire insur . - , . _, , ance com- fore incorporated under the laws of this State, and any company tofore ejt- organized under this act, having a capital of at least one hundred avaif and fifty thousand dollars, may, without increasing its capital at themselves • . k • of this act. any time, within two years previous to the termination of its Manner of charter, after giving notice, at least once a week for six weeks successively in a newspaper published in the county where such company is located, of such intention, and with a declaration, under its corporate seal, signed by the president and two-thirds of its directors, of their desire for such extension, extend the term of its original charter to the time specified in the twenty-sixth section of this act, by altering and amending the same so as to accord with the provisions of this act, and filing a copy of such amended charter, with the declaration aforesaid, in the office of the super- intendent of the insurance department, whereupon the same pro- ceedings shall be had as are required in the tenth section of this proceeding § i8.] FIRE AND INLAND NAVIGATION. 23 CHAP. H. act ; and any mutual insurance company, heretofore incorporated or organized under any of the laws of this State, having surplus may^be- assets aside from premium and stock notes, sufficient to re-insure stock com^ all its outstanding risks,_after having given notice once a week p*°'®'- for six weeks of their intention and of the meeting herein?ifter provided for in the State paper, and in a newspaper published in the county where such company is Ideated, may, with the con- Manner of sent of two-thirds of the corporators or members present at any P''''«'=<''°s- regular annual meeting, or at any special meeting duly called for the purpose, or with the consent in writing of two-thirds of the cor- porators or members bf such company, and the consent, also, of three-fourths of the trustees or directors (unless otherwise pro- vided in the charter), become a joint-stock company, by conform- ing its charter to and otherwise proceeding in accordance with this act, and every member of such company, on the day of said annual or special meeting, of the date of said written consent, shall be entitled to priority in subscribing to the capital stock of said company, for one month after the opening of the books of subscription to such capital stock, in proportion to the amount of cash premiums paid in by such members on unexpired risk»in force on the day of said annual or special meeting, or the date of said written consent; and every company So extended or changed shall come under the provisions of this act, in the same manner as if it had been incorporated originally under this act. Every mutual Mutual in- insurance company heretofore incorporated under the laws of this companies State, and doing business with a capital, in premium notes, of at eluting" least fifty thousand dollars, may at any time within two years pre- Slmseives vious to the termination of its charter, without increasing its cap-°* ""sact- ital, after giving notice at least once a week for six weeks succes- sively in a newspaper published in the county where such com- pany is located, of such intention, and with a declaration, under its corporate seal, signed by its president and two-thirds of its direct- ors, of their desire for such extension, extend the term of its origi- nal charter to the time specified in the twenty-sixth section of this act, by altering and amending the same so as to accord with the ^^^^^^^^ ^^ provisions of this act, and filing a copy of such amended charter, PJ^^^'J^ij'e with the declaration aforesaid, in the office of the superintendent bwefit^of of the insurance department, whereupon the same proceedings shall be had as are required in the tenth section of this act, except as to its capital, which shall be certified to be in accordance with the provisions of this section, applicable to the reorganization of 24 INSURANCE LAWS. [1853, c. 466, '' ^'" mutual insurance companies. Every mutual insurance company so extended shall, except as to the amount of its capital, come under the provisions of this act in the same manner as if it had been incorporated originally under this act. [As amended by Laws of 1854, chap. 369, § 2, and by Laws of £862, chap. 367, § 4.] (See Laws of 1867, chap. 937, fosl, p. 227.) Company § ^Q- Any existing fire insurance company, and any company SSse"cap- formed under this law, may at any time, with the written consent cringe"''' of the superintendent of the insurance department, increase the names, etc. ^mount of its capital stock, change its name, or avail itself of any powers conferred by the provisions of' this act or any amendments thereto, after notice given once a week for six weeks in the State paper, and in any newspaper pub- lished in the county where such company is located, of such intentions, with the written consent of three-fourths in amount of its stockholders, unless otherwise provided in its char- ter, or, if a mutual company, with the unanimous consent of its trustees, unless otherwise provided in its charter, by altering or amending its charter in this respect, and filing such written con- sent o^said superintendent, a copy of its charter so amended, to- gether with a declaration under its corporate seal, signed by its president and directors, of their desire so to do, with such written consent of three-fourths in amount of its stockholders, or the unani- mous consent of the trustees, as aforesaid, to such increase, change of name or acquisition of such additional powers, in the office of the said superintendent, and upon the same proceedings being had as are required by the tenth section of this act. And whenever any company formed under this law shall have accumulated, and be in possession of a fund in addition to the amount of its capital stock and all actual outstanding liabilities in excess of one-half of the amount of all premiums on risks not terminated, such company may increase its capital stock from such fund, and distribute said increase /r^ rata to the stockholders of such company, provided al- ways that such increase shall be equal to at least twenty-five per cent of the original capital stock of said company, and shall have been approved by the superintendent of the insurance department and authorized by at least three-fourths of the board of directors of said company, and provided, also, that any company may here- after make and declare a dividend as provided by the provisions of the general insurance act. [As amended by Laws of 1870, chap. 476, § I, and by Laws of 1875, chap. 208, § i.] § 20. Such companies as may have been incorporated or ex- §§21-22.] FIRE AND INLAND NAVIGATION. 25 tended und^r the " act to provide for the incorporation of insur- 11 J r -, Companies ance companies, passed April 10, 1849, ^^^ hereby brought under formed all the provisions of this act, except that their capitals may continue of 1845 of the amounts named in their respective charters during the ex- under this isting term thereof, and are also entitled to all the privileges granted by said charters. Williams V Babcock, 25 Barb. 113; Thomas v. Whallon, 31 id. 176; Otis V. Harrison, 36 id. 210, Hyatt v. Whipple, 37 id. 595. § 21 All companies incorporated or extended under this act Bodies cor- shail be deemed and taken to be bodies corporate and politic, in po!kic.*° fact and in name, and shall be subject to all the provisions of the Revised Statutes, and acts supplemental thereto, in relation to corporations so far as the same are applicable. Devendorf v. Beardsley, 23 Barb. 656. § 22. It shall be the duty of the president or vice-president and To make secretary of each company organized under this act, or incorpora- statement ted under any law of this State, annually, on the first day of Janu- uon of ary, or within one month thereafter, to prepare, under their own '=°™P*°y oath, and deposit in the office of the superintendent of the insur- ance department, a statement of the condition of such company on the thirty-first day of December then next preceding, exhibit- ing the following facts and items, in the following form, namely : First. The amount of the capital stock of the company. contents of Second. The property or assets held by the company, speci- |2Sement. fying : 1. The value, or nearly as may be, of the real estate held by such company. 2. The amount of cash on hand and deposited in banks to the credit of the company, specifying in what banks the same are deposited. 3. The amount of cash in the hands of agents and in course of transmission. 4. The amount of loans secured by bonds and mortgages, con- stituting the first lien on real estate, on which there shall be less than one year's interest due or owing. 5. The amount of loans on which interest shall not have been paid within one year previous to such statement. 6. The amount due the company en which judgments have been obtained. 7 . The amount of stocks of this State, of the United States, of any incorporated city of this State, and of any other stocks owned 4 26 INSURANCE LAWS. [1853, c. 466, CHAP. II. Contents of annual statement. Superin- tendent "may ad- by the company, specifying the amount, number of shares, and par and market value of each kind of stock. 8. The amount of stocks held thereby as collateral security fot loans, with the'amount loaned on each kind of stock, its pai value and the market value. 9. The amount of assessments on stock or premium notes paid and unpaid. 10. The amount of interest actually due and unpaid. 11. The amount of premium notes on hand on which policies are issued. Third. The liabilities of such company, specifying ; 1. The amount of losses due and yet unpaid. 2. The amount of claims for losses resisted by the company. 3. The arnount of losses incurred during the year, including those claimed and not yet due, and of those reported to the com- pany upon which no action has been taken. 4. The amount of dividends declared and due, and remaining unpaid. 5. The amount of dividends, either cash or scrip, declared but not yet due. 6. The amount of money borrowed and security given for the payment thereof. 7 . The amount of all other existing claims against the company. Fourth. The income of the company during the preceding year, specifying : 1. The amount of cash premiums received. 2. The amount of notes received for premiums. 3. The amount of interest money received. 4. The amount of income received from other sources. Fifth. The expenditures during the preceding year, specifying: 1. The amount of losses paid during the year, stating how much of the same accrued prior and how much subsequent to the date of the preceding statement, and the amount at which such losses were estimated in such preceding statement. 2. The amount of dividends paid during the year. 3. The amount of expenses paid during the year, including commissions and fees to agents and officers of the company. 4. The amount paid in taxes.. 5. The amount of all other payments and expenditures. The superintendent of the insurance department is hereby authorized and empowered to address any inquiries to any insur- § 23-] FIRE AND INLAND NAVIGATION. 27 OHAP II ance company, or the secretary thereof, in relation to its doings or j^^^g j^q.^^j, condition, or any other matter connected with its transactions, companies and it shall be the duty of any company so addressed to promptly reply in writing to any such inquiries. The statement of any company, the capital of which is com- vciien state- posed, in whole or in part, of notes, shall, in addition to the fore- exhibit going, exhibit the amount of notes originally forming the capital, notes"e°c. and also what' proportion of said notes is still held by such com- pany and considered capitiil. The statement herein provided for shall be in lieu of any or all statements now required by any exist- , . . _ . . . J Penalty for mg law or provision. Every fire insurance company organized failing to under any law of this State failing to make and deposit such state- ment, and ment or to reply to any inquiry of the said superintendent, shall be ac'in"busi- subject to the penalty of five hundred dollars ; and an additional "uch'fai^re five hundred dollars for every month that such company shall con- tinue thereafter to transact any business of insurance. It shall be the duty of the superintendent of the insurance fo"^5^of department to cause to be prepared and furnished to each ofjo"^™^"'^ the companies, and to the attorneys of companies incorpora- ^l^^^^^^^ ted by other States and foreign governments, printed forms of '^°''™'- the statements required by this act ; and he may, from time ^.^^^ to time, make such changes in the form of such statements '>e changed as shall seem to him best adapted to elicit from the companies a true exhibit of their condition in respect to the several points hereinbefore enumerated. It shall be the duty of the superintendent of the insurance de- infoima- . . . , . , tion con- partment to cause the information contained in the statements re- uined in ^ . , -1 • T_ 1 r J Statements quired by this section to be arranged in a tabular form and to be com- prepare the same in a single document for printing, which he to the legis- shall communicate to the legislature annually. [As amended by * ""^^^ Laws of 1854, chap. 369, § 4.] Devendorf V. Beardsley, 23 Barb. 656; 15 Abb. N. S. 563. (See Laws of 1859, chap. 366, § 3, anti, p. 5.) § 23. It shall not be lawful for any fire insurance company, when for- association or partnership, incorporated by or organized under the pkny m"y laws of any other State of the United States, or any foreign gov- '^''^ri^''. ernment, directly or indirectly, to take risks or transact any busi- ness of insurance in this State, unless possessed of the amount of actual capital required of similar companies formed under the provisions of this act ; and any such company desiring to transact any such business as aforesaid, by an agent or agents, in this 28 INSURANCE LAWS. [1853, c. 466, Service of process on company having^ ceased to do business in this State. To file charter and state- ment. CHAP. II. State, shall first appoint an attorney in this State on whom process attorney on of law can be Served, and file m the office of the superintendent of whom pro cess may be the insurance department a certified copy of the vote or resolution served. ,,,. .. ,., of the directors appomting such attorney, which appointment shall continue until another attorney be substituted ; in case any such insurance company shall cease to transact business in this State, according to the laws thereof, the agents last designated or acting as such for such corporation shall be deemed to continue agents for such corporation for the purpose of serving process for commencing actions upon any policy or liability issued or con- tracted while such corporation transacted business in this State, 1 and service of such process for the causes aforesaid upon any such agent, shall be deemed a valid personal service upon such corpora- tion ; and also a certified copy of their charter or deed of settle- ment, together with a statement, under the oath of the president or vice-president, and other chief officer and secretary of the com- pany for which he or they may act, stating the name of the com- pany and place where located, the amount of its capital, with a detailed statement of its assets, showing the amount of cash on hand, in bank, or in the hands of agents, the amount of real estate, and how much the same is incumbered by mortgage, the number of shares of stock of every kind owned by the company, the par and market value of the same, amount loaned on bond and mort- gage, the amount loaned on other security, stating the kind, and the amount loaned on each, and the estimated value of the whole amount of such securities, any other assets or property of the company, also stating the indebtedness of the company, the amount of losses adjusted and unpaid, the amount incurred and in process of adjustment, the amount resisted by the company as illegal and f raudulent,and any other claims existing against the com- pany, also a copy of the last annual report, if any, made under any law of the State by which such company was incorporated, and no agent shall be allowed to transact business for any company, nor shall any agent or biokei be allowed to negotiate for or place any risk with any company whose capital is impaired to the extent of Deposit of twenty per cent thereof, while such deficiency shall continue, and security. . , , . •* ' any company incorporated by or organized under any foreign government, shall, in addition to the foiegoing, deposit with the superintendent of the insurance department, for the benefit and security of policyholders residing in the United States, a sum not less than two hundred thousand dollars in stocks of the United Also copy of last report - Where capital is impaired. § 23.] FIRE AND INLAND NAVIGATION. 29 CHAP. n. States or the State of New York, in all cases to be, or to be made to be, equal to a stock producing six per cent per annum, said stocks not to be received by said superintendent at a rate above their par value, or above their current market value, or in bonds and mortgages on improved, unincumbered real estate in the State of New York, worth fifty per cent more than the amount loaned thereon,or in such stocks and securities as now are or which may hereafter be receivable by the bank department as security for circu- lating notes.* The stocks and securities so deposited may be ex- Securities changed from time to time for other securities, receivable as afore- changed, said, and so long as the company so depositing shall continue solvent and comply with the laws of this State, may be permitted by the said superintendent to collect the interest or dividends on said deposit, o" d"!-^ The said deposits shall be in lieu of the investments in the name of deposits'! trustees, as heretofore required, and upon its being duly made, either by the transfer of the trust funds, or otherwise, the trustees shall thereby be discharged from all liability , and where a deposit dischsSged is made of bonds and mortgages, accompanied by full abstracts of [ability title and searches, the fees for an examination of title by counsel to be paid by the party making the deposit shall not exceed twenty dollars for each mortgage, and the fees for an appraisal of property shall be five dollars to each appraiser, not exceeding two, besides expenses for each mortgage. Nor shall it be lawful for oftam^ '° any agent or agents to act for any company or companies referred of authontv to in this section, directly or indirectly, in taking risks or trans- acting the business of fire or inland navigation insurance in this State, without procuring from the superintendent of the insurance department a certificate of authority stating that such company has complied with all the requisitions of this act which apply to such companies, and the name of the attorney appointed to act for the company. A certified copy of such certificate of authority, ^p,^°^j with statement, must be filed by the agent in the office of the clerk ^° J^^^*^ of every county where such company has agents, and shall be pub- I'shed. lished in the paper in which the State notices are required to be inserted, four successive times after the filing of such statement, as aforesaid, and within thirty days thereafter proof of such pub- lication by the affidavit ot the publisher of such newspaper, his foreman or clerk, shall be filed in the office of the said superin- tendent. The statements and evidences of investments required • See note at bottom of p. ss, tost. 30 INSURANCE LAWS. [1853, c. 466, CHAP. II. Statements ^^ ^^^^ section shall be renewed from year to year in such manner and evi- and form as may be required by said superintendent, with an addi- invest- tional statement of the amount of premiums received and losses ments, re- ^ newai of, incurred in this State during the preceding year, so long as such Renewal agency continues ; and the said superintendent, on being satisfied that the capital, securities and investments remain secure, as here- inbefore provided, shall furnish a renewal of his certificate, as aforesaid, and the agent or agents obtaining such certificate shall file a certified copy of the same in the office of the clerk of the county in which such agency shall be established, within the Annual month of Tanuary. But any company organized under or incor- statements ,, ,. ^ .., ,^, , when to be porated by any foreign government may furnish and nie such annual statements and evidences in the month of January in each year, made out for the year ending on the preceding thirtieth day of June, if accompanied, also, by an annual supplementary statement, duly verified by the attorney or general agent ofl the company in this State, showing t le amount of risks written, premiums received, losses sustained and taxes paid in this State for the year ending on the preceding thirty-first day of December ; said supplementi- ary statement shall also contain a description of the investments of such company in this country, and such other information as not to may be required by the said superintendent. (Whenever, by the provisions of this section, it shall be unlawful for any fire insurance company, association or partnership herein specified, to take risks or transact the business of fire insurance within this State, through agents or otherwise, it shall be likewise unlawful for any broker or brokers, or other persons acting for persons, firms or corporations in this State or elsewhere, to negotiate for or place risks in any such insurance company, or in any way or manner aid such per- sons, firms or corporations in effecting such unauthorized insur- Penaity, ances.) Any violation of any of the provisions of this section shall subject the party violating to a penalty of five hundred dol- lars for each violation, and of the additional sum of one hundred dollars for each month during which any such agent shall neglect to make such publication, or to file such affidavits and statements ment?f ^ as are herein required. Every agent of any fire insurance com- SlSine°ss by P^^y ^^^^^' i" ^^^ advertisements of such agency, publish the loca- agents. ^^^^ ^f jj^g Company, giving the name of the city, town or village Term '^ which the company is located, and the State or government de*#ne°d. " Under the laws of which it is organized. The term, agent or agents, used in this section, shall include an acknowledged agent § 24.J FIRE AND INLAND NAVIGATION. 31 ^1 , , ,, • CHAP. II. or surveyor, or any other person or persons who shall, in any manner, aid in transacting the insurance business of any insurance company not incorporated by the laws of this State (and the term Term broker or brokers, also used in this section, is hereby declared to defined, include all persons and firms whose business, in whole or in part; it is to negotiate for and place risks, deliver the policies covering the same, and collect the premiums therefor.) The provisions of this section shall apply to all foreign companies, partnerships, associations and individuals, whether incorporated or not. [As amended by Laws of 1862, chap. 6, § i, and chap. 367, § 5 ; ^ Laws of 1874, chap. 331, § I. and by Laws of 1875, chap. 555, § i.] Stevens v. Phcenix Ins. Co , 24 How, 520. § 24. It shall be the duty of the superintendent of the insur- Superfn- ance department, whenever he shall deem it expedient so to do, to appoint one . , t. cc c n ' or more appomt one or more persons, not oHicers of any fire insurance persons to company doing business in this State, to examine into the affairs S^in^ations. of any fire insurance company incorporated in this State or doing business by its agents in this State ; and it shall be the duty of opened °for^ the officers or agents of any such company doing business in this o"/exam?n- State to cause their books to be opened for the inspection of the ^'^' person or persons so appointed, and otherwise to facilitate such examination so far as it may be in their power to do ; and for that purpose the said superintendent, or person or persons 800^^,^^^^^^ appointed by him, shall have power to examine, under oath, the blTxai^n-'^ officers and agents of any company relative to the business of said ed under company ; and whenever the said superintendent shall deem it j^g^^^ ^j for the interest of the public so to do, he shall publish the result [nvestiga- '■ ' ^ ^ tion, when of such investigation in one or more papers in this State ; and {?v'*jP"''' whenever it shall appear to the said superintendent, from such examination, that the assets of any company incorporated in this ciency as- State are insufficient to justify the continuance in business of any proceed-' such company, he may direct the officers thereof to require the be had to stockholders to pay in the amount pf such deficiency within such business of , . . , ... 1 T 11 company. period as he may designate in such requisition, or he shall com- municate 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 allega- tions and proofs of the respective parties ; and in case it shall appear to the satisfaction of said court that the assets and funds y^^^^ ^jg. of said company are not sufficient, as aforesaid, or that the inter- d°g"eed. 32 INSURANCE LAWS. [1853, c. 466, CHAP. n. ests of the public so require, the said court shall decree a dissolu- tion of said company and a distribution of its effects. The supreme court shall have power to refer the application of the attorney -general to a referee, to inquire into and report upon the When calls facts Stated therein. Any company, receiving the aforesaid requi- u°pon stock- sition from the said superintendent, shall forthwith call upon its stockholders for such amounts as will make its capital equal to the Action had amount fixed by the charter of said company ; and in case any 0° stock* stockholder of such company shall refuse or neglect to pay the pay amount amount SO called for, after notice personally given or by adver- ra e or. f jggjjjgjjj.^ jjj 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 proportion that the ascertained value of the funds of the said company may be found to bear to the original capital of the said company ; the value of such shares for which new certificates shall be issued to be ascertained under the direction of the said superintendent, and the company paying for the fractional parts of shares ; and it shall Directors to be lawful for the directors of such company to create new stock stock! "^* and dispose of the same, and to issue new certificates therefor, to an amount sufficient to make up the original capital of the com- So?stn. Pany. And it is hereby declared that, in the event of any addi- dmdjiaiij, tional losses accruing upon new 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 extent thereof. And if, upon such examination, it shall appear to the said superin- tendent that the assets of any company chartered on the plan of mutual insurance under this act are insufficient to justify the con- recw?? rf tinuance of such company in business, it shall be his duty to pro- "omplnies ^^^^ ^^ relation to such company in the same manner as is herein re- kbie°for^ ^"''^^'^ ^^ ""^Sard to joint-stock companies; and the trustees or direc- losses. tors of such company are hereby made personally liable for any losses which may be sustained upon risks taken after the expiration of the period limited by the said superintendent for filling up the Transfer „f '^^'^'^i^'^'^y '" '^e Capital, and before such deficiency shall have stock dur- been made up. Any transfer of the stock of any company organi- gation, not zed Under this act, made during the pending of any such investi- § 25.] FIRE AND INLAND NAVIGATION. 33 gation, shall not release the party making the transfer from his *'°'*^^" "' liability for losses which may have accrued previous to the trans- the'^person fer. And whenever if shall appear to the said superintendent, la^me ""Sf from the report of the person or persons appointed by him, that '* " '^^ the affairs of any company not incorporated by the laws of this tificares""' State are in an unsound condition, he shall revoke the certificates feha'f'^ot"' granted in behalf of such company, and shall cause a notification nSfmco'r- therepf to be published in the State paper for four weeks ; andfaws'oftius the agent or agents of such company is, after such notice, required v?ke'd.'^' to discontinue the issuing of any new policy, and the renewal of any previously issued. Stevens v. Phoenix Ins. Co., 24 How. 5go; Matter of World's Safe Ins. Co., 40 Barb. 499; Case of Mechanic's Fire Ins. Co., 5 Abb. Pr.444; Black River Ins. Co. v. New York Life & Trust Co., 73 N. Y. 282. (See Laws of 1S73, ch. 851, § impost, p. 36, and Laws of 1880, ch. xzo,/m/, p. 47.) § 25. Every penalty provided for by this act (incurred putside Penalties of the limits of the city and county of New York) shall be sued forlnd're- for and recovered in the name of the people by the district-attor- •^o'*'"*''. ney of th.e county in which the company or the agent or agents so violating shall be situated (or in which the act in violation was committed or suffered), and one-half of said penalty, when recov- ered, shall be paid into the treasury of said county, and the other half to the informer of such yiqlation. Such penalties may also be sued for and recovered in the name of the people.by the attorney- general, and when sued for and collected by him shall be paid into the State treasury. (And every penalty provided for by this Penalties ....,, . , ]. XT incurred in act, when incurred withm the limits of the city and county of New th? city of. '"'''' . . NeW'Yoik York, shall go and be paid to the informer of such violation, who, ■ ■ ' " on the giving, approvg.1 and filing of the bond hereinafter meri- tiouied, may sue for and recover such penalty in the name oif the people of this State on tl^e rektipn of such ipformer; and every such suit or action shall be deemed a private suit or action, and which may be jdispontinued and tlie relator be nonsuited therein, as in private actions, the said relator being, liable for the costs thereof in cases where the defend.ant succeeds in, the action; and in such cases judgment shall be entered against such relator for costs in the same manner as if the relator was the nominal plaint- iff ; and in all cases wherein judgnient is obtained against the party prosecuted, the judgment may be canceled and discharged by the relator, or the attorney for the relator, in the same manner as if such relator was the nominal plaintiff. Any citizen of tbis State, orT)ody 5 34 INSURANCE LAWS. [1853, c. 466. CHAP. U. Any person may De informer and re- lator. Bond. Imprison- ment for non-pay- ment of penalty. Duration of charter. Fees to be paid county clerks. Bepeal of part of act of 1849. corporate created by or under the laws of this State, may be an in- former, and shall be competent to act and stand as relator in any action for a penalty or penalties incurred under this act within the limits of the city and county of New York, on filing in the office of the clerk of the court in which such action is to be prosecuted a bond executed by one or more sureties to the defendant in such action in the penalty of five hundred dollars, to be approved by a judge or justice of said court, conditioned to pay all costs that may be recovered in such action against such relator in case the party prosecuted succeeds in the action, the sureties in which shall be residents of the city and county of New York and freeholders, and shall acknowledge the same before an officer authorized to take proof and acknowledgment of deeds, a copy of which bond shall be served on the party prosecuted with the summons in such ac- tion.) In case of the non-payment of any of the penalties pro- vided for in this^act, the party offending shall be liable to impris- onment for a period not exceeding six months in the discretion of any court having cognizance thereof. [As amended by Laws of 1862, chap. 367, § 7, and by Laws of 1875, chap. 555, § 2.] § 26. All companies incorporated or extended under this act may provide, in their charters, for not more than thirty years' du- ration; but the legislature may at any time alter, amend or repeal this act, and provide for the closing up of the business and affairs of any company formed under it. Nothing herein contained shall be construed to prevent subsequent extensions of the charters of companies organized or extended under this act. § 27. Every county clerk shall demand and receive for every paper filed in his office under this act the sum of ten cents, to be accounted for and paid over to the county treasury, as provided, by law with regard to other fees. [As modified by Laws of 1859, chap. 366, §§ 7 and 8, ante, pp. 6 and 7.] § 28, So much of the act entitled '' An act to provide for the in- corporation of insurance companies," passed April 10, 1849, as re- lates to fire and inland navigation insurance is hereby repealed; but such repeal shall not affect or apply to any company or asso- ciation which, at the date of the passage of the said act of June 25, 1853, had filed in the office of the secretary of State the decla- ration provided for by the third section of the aforesaid act of April ro, 1849. [As amended by Laws of 1853, chap. 528, § i.] Devendorf v. Beardsley, 23 Barb, 656, § I.] FIRE AND INLAND NAVIGATION. 35 CHAP. 11: li. 1851, Chap. 188 — An Act in relation to mutual nre in- surance companies. Passed April 17, 1851. Section i. No member of any mutual fire insurance companv Members of , f ^ -f mutual fire organized under the laws of this State shall be allowed to vote by insurance _ ,. . ^ companies proxy for a director or directors of any such company. not to vote by proxy. ]j. 1853, Chap. 528— An Act to amend an act entitled " An act to provide for the incorporation of Are insur- ance companies," passed June twenty-five, eighteen hundred and fifty-three. Passed July 13, i8s3. (Section i. Amends Laws of 1853, chap. 466.) § 2. Any persons who have heretofore filed a declaration or com- certaio menced the p'ublication of a notice of their intentions to form any fire insur- • • 1/** 11 • -x ■% tt t iDcc com— jomt-stock fire insurance company, under the act entitled An act panies may to provide for the incorporation of insurance companies," passed ized under April tenth, eighteen hundred and forty-nine, may proceed to or- 25, rfss""* ganize such companies under the act entitled ' ' An act to provide for the incorporation of fire insurance companies," passed June twenty-fifth, eighteen hundred and fifty-three, without filing any new declaration of intention or publishing any new notice. Ti. 1861, Chap. 92 — An Act in relation to inland naviga- tion insurance companies. Passed March 27, i86x. Section i. Any and all insurance companies incorporated under .^^^|"^°^ the provisions of the act entitled " An act to provide for the incorpo- igation ration of insurance companies," passed April tenth, eighteen hun- companies, dred and forty-nine, or under the provisions of the act entitled " An act to provide for the incorporation of fire insurance com- panies," passed June twenty-fifth, eighteen hundred and fifty-three; which shall, in the declaration and charter provided to be filed by the third sections of such acts, respectively, have expressed an in- tention to make insurance, or which shall have power to make in- surance against loss or damage by the risks of inland navigation or transportation, shall have power to make insurance upon ves- sels, boats, cargoes, goods, merchandise, freights and other prop- erty against loss and damage by all or any of the risks of lake, river, canal and inland navigation and transportation. 3.6 _ INSURANCE LAW^I [1874,0.189, CHAP H n § 2. Any insurance company hereafter incorporated under the igation In- last of said acts may have the powers aforesaid if in its charter it surance - . . '' , companies shall express Its intent to exercise such powers. hereafter . ^ incorpo- . ^ rated. Ij. 1873, Chap. 851 —An Act to amend an act entitled " An act to provide for the Incorporation of fire insurance companies," passed June twenty-five, eighteen hun« dred and fifty-three. Passed June aS, 1873. (Section i. Amends Laws of 1853, chap. 466.) When ex- 8 2. It shall be the duty of the superintendent of the insurance aminations ... to be made department to make the examination iiito the affairs of any fire by superin- .. ,.,... . tendent. insurance company doing business in this State m the manner au- thorized by section twenty-four of the act of which this is amenda- tory, whenever any stockholder or creditor of any such company shall, by a declaration subscribed and sworn to by him, notify the said superintendent that, from facts within the knowledge of the person making such declaration, he believes that the condition of such insurance company does not justify its continuance in business. When sup- Such examination may also be made without any such declaration to have" whenever the said superintendent shall deem it expedient, and the appo1nt°a Supreme court shall have power, after any such examinatioh shall receiver, jjg^^g been made in either of the cases mentioned in said section twenty-four, to appoint a receiver of its property and effects, and no stockholder or creditor, unless with the consent of such com- pany by a vote of its board of directors at a meeting called for the purpose, shall have the right to maintain an action for the dissolu- tion of any such company, or to apply for the appointment of a receiver of its property and effects until after notification to the said superintendent by such creditor or stockholder as hereinbe- fore provided, the said superintendent of the insurance depart- ment shall have refused or 'neglected, for the space of ten days from the filing of such notice, to make the examinatibn authorized by said section twenty-four of the act of which this is amendatory. (See Laws of 1853, chap. 466, J 24, unit, p. 31.) L. 1874, Chap. 189 — An Act to provide security against extraordinary conflagrations, and for the creation of safety funds by fire insurance cdmpanies. Guarantee „ ^^ r ■ , „ , Passed April i6, 1874. and special SECTION I. Hereafter it shall be lawful for any fire insurance Sndi' company, organized under the laws of this State, to create the '!§ 2-3-] FIRE AND INLAND NAVIGATION. 37 funds herein provided for, to be known and designated as the guaranty surplus fund and the special reserve fund, and to avail itself of the provisions of thi^ act upon complying with the require- ments thereof. § 2. Any fire insurance company desiring to create such funds How cre- shall be ^nd it is hereby authorized to do so, upon the adoption of a repolu]ti,on by its board of directors at a regular meeting thereof, and filing with the si}perj,ntendent of thp insurance department a copy thereof, declaring the desire and inteiition of such company to create such funds and to do business under the provisions of this act; and as soon after the filing of such copy of the resplu- Kxamin- tion as convenient, the superintendent sha,ll ijiake, or cause to be company made, an examination of such company, and he shall make a cer- ^mdeSt.""' tificate of the result thereof, which shall particularly set forth the amount of surplus funds held l)y such company at the date of such examination, which, under the provisions of this act, are to and may be equally divided between ;p,nd be ,set apart to constitute said guaranty surplus and special reserve funds, which certificate shall be recorded in the insurance department; and from ?^'5j^J|g°° and after th,e date of the recording of auqh certifi- cate all the policies and renewals of policies issued by such company shall have printed tliesreon, by such company, a notice that the same are issued under and in pursuance of this act, refer- ring to the same by its chapter, date and title; and such policies and renewals shall be de;emed to have been issued and received ^subject to the provisions of this act. § ■?. After the date mentioned in any such resolution so passed when com- ° ^ - ■ • ■ , i' i \ ' ' panics not and filed it shall not be lawful for such company to make, declare or to pay ' ' ■ ' • . 1 • • 1 ' ' 1 ' 1 ■ dividends pay m any form any dividend upon its capital stock exceeding beyond seven per cent per annum thereupon, a.nd upon the surplus cent, funds to be formed hereunder, until after its guaranty surplus fund, and its special reserve fund shall have together accumulated to an amount equal to its said capital stpck; and the entire sur- plus profits of such company above such annual dividend of surplus seven per cent shall be equally divided betweein and be set §e°set apart to constitute the said guaranty surplus fun,d,and the said spe- CTSstitSte cial reserve fund, which said funds shall be held and used as here- *"°"^^- inafter provided, and not otherwise,,and any company doing busi- ness under this act, which shall declare or pay any dividend con- trary to the provisions herpin contained, shall be liable to be pro- ceeded against by the attorney-general for its dissolption. When- 38 INSURANCE LAWS. [1874, c. 189, CHAP. II. Examin- ation of company by superin. tendent. Additions to funds may be made there- after. Guaranty fund, how to be invested. Special reserve liind, how invested and depos- ited. Fund not assets. Profits of company, how esti- mated. ever such company shall notify the superintendent of the insur- ance department that it has fulfilled the requirements already ex- pressed in this section and that its guaranty surplus fund and its special reserve fund, taken together, equal its capital stock, it shall be his duty to make an examination'of such company, and to make a certificate of the result thereof; and thereafter such com- pany may continue, out of any subsequent profits of its business, to add to such funds, provided that when any addi- tion is made to the special reserve fund an equal sum shall be car- ried to the guaranty surplus fund. [As amended by Laws of 1878, chap. 282, § 1.] § 4. Said guaranty surplus fund shall be held and invested by such company the same as its capital stock and surplus accumula- tion; and shall be liable and applicable in the same manner as the capital stock and surplus accumulation, and shall be liable and applicable in the same manner as the capital stock to the pa)Tnent generally of the losses of such company. § 5. Said special reserve fund, until it shall amount to a sum equal to one-half of the capital stock of such company, shall be invested according to existing laws relating to investments of capi- tal by fire insurance companies, and any additional sum added to such fund shall be invested in any securities in which such com- pany is by law authorized to invest its capital or its surplus accu- mulations, and shall be deposited, from time to time, as the same shall accumulate, and be invested with the superintendent of the insurance department, who shall permit the company depositing the same to change such deposits by substituting for those with- drawn others of equal amount and value, and to collect and re- ceive the interests or dividends upon such securities as the same may accrue ; and such special reserve fund shall be deemed a fund contributed by the stockholders to protect such company and its policy-holders other than claimants for losses already existing, or then incurred, in case of such extraordinary conflagration or con- flagrations as hereinafter mentioned; and said fund shall not be re- garded as any part or portion of the assets in possession of said company so as to be or render the same liable for any claim or claims for loss by fire or otherwise, except as herein provided. \As amended by Laws of 1878, chap. 282, § 2.] § 6. In estimating the profit of any such company for the purpose of making a division thereof between said guaranty surplus fund and such special reserve fund until such funds shall together amount § 7-] FIRE AND INLAND NAVIGATION. 39 to a sum equal to the capital stock of such company, there shall °°^^' "' be deducted from the gross assets of the company, including for this purpose the amount of the special reserve fund the sum of the following items: First, the amounts of all outstanding claims; sec- ond, an amount sufficient to meet the liability of such company for the unearned premiums upon its unexpired policies, which amount shall be at least equal to one-half of the premiums received on poli- cies having less than one year to run from date of policy, and a pro rata proportion of the premiums received on the policies hav- ing more than one year to run from date of policy, and shall be known as the reinsurance liability; third, the amount of its guar- anty surplus fund and of its special reserve fund; fourth, the amount of the capital of the company; and, fifth, interest at the rate of seven per cent per annum upon the amount of the capital and of the said funds for whatever time shall have elapsed since the last preceding cash dividend ; and the balance shall constitute the net surplus of the company subject to an equal division be- tween the said funds as herein provided. The restriction of divi- dends upon the capital stock of such company to an amount not restricSon exceeding seven per cent per annum upon the amount of such Xlml^ capital stock, and of the surplus funds formed hereunder, shall Unue!'"''" continue until the said funds shall together equal the amount of such capital, but any addition to said funds beyond an amount equal to such capital stock may be made out of any profits of the 4nd&°° *° subsequent business of such company, whether such addition or additions shall constitute the whole of such subsequent profits or only a part thereof. \As amended by Laws of 1878, chap. 282, § 3. J § 7. In the event of any extensive conflagration or con flagra- jq cases of tions, whereby the claims upon such company shall exceed the coiffl^ra- amount of its capital stock, and of the guaranty surplus fund pro- ^°^^- vided for by this act, the said company shall notify the said superin- tendent of the fact, who shall then make, or cause to be made, an examination of said company, and shall issue his certificate of the ' result, showing the amounts of capital, of guaranty surplus fund, of special reserve fund, of reinsurance liability, and of other assets, and, upon his issuing such certificate in duplicate, one copy to be given the company and one to be recorded in the insurance de- partment, the said special reserve fund shall be immediately held to protect all policy-holders of said company, other than such as are claimants upon it at the time, or such as become such claimants in consequence of such conflagration or conflagrations ; and the 40 iNSUkANCE LAWS. [1874, c. 189, ' amount of said special reserve fund, and an amount iequal to the unearned premiums of such company, to be ascertained as herein- before provided, shall constitute the capital and assets of such company for the protection of policy-holders, other than such claimants, and for the further conduct of its business ; and such official certificate of the superintendent shall be binding and con- clusive u|pon all parties interested in such company, whether as When com- Stockholders, creditors, or policy-holders, and upon the payment ?hafged" to the claimants for losses or otherwise, existing at the time of from liabii- ^^ caused by such general conflagration or conflagrations, of the amount to which they are respectively entitled, in proportion to their several claiins, of the full sum of the capital of such company, and of its guaranty surplus fund, and of its assets, excepting only such special reserve fund and an amount of its assets equal to the liability of the company for unearned premiums, as so certified by such superintendent, such com'paiiy shall be forever discharged from any and all further liability to such claimants, and to each of , them ; arid the said superintendent shall, after issuing his said Transfer of certificate, upon the demand of such company, transfer to it all securities. ,.- .7 i.i , . such securities as shall have been deposited with him by such Making up company as such special reserve fund ; and, if the amount of such capital \ stocii. special reserve fund be less than fifty per cent of the full amount of the capital of the company, a requisition shall be issued by 'the said siiperintenderit lipon the stockholders to make up such capital to that proportion of its full amount in the manner now provided by law in the case of companies with impaired capital ; and pro- vided, further, that any capital so impaired shallbe made up to at least the sum of two hundred thousand dollars, and in case said company, after such requisition, shall fail to make up its capital to at least said amount of two hundred thousand dollars as therein directed, said special reserve fund shall still be held as security and liable for any and all losses occurring upon policies of such company after such conflagration or conflagrations ; and provided, further, that if any amount greater than a sum equal to one-half of its capital stock shall by such company, under the provisions of this act, have been de;fiosited with Such superintendent, he shall retain of such securities a sum equal to one-half of what amount he shall so hold thereof in excess of such one-half of ' such capital stock, and he shall transfer the balance thereof to such company, as herein provided ; and the amount so transferred to such com- pany shall, from the time of such transfer (provided the amount § 8.] flRE AND INLAND NAVIGATION. 41 thereof shall not be less than two hundred thousand dollars), con- '^^^' "' stitute the capital stock of such company for the further conduct of its business, as hereinbefore provided, and the sum so retained by said superintendent shall thenceforth constitute the special re- serve fund of such company, to which additions may be made, as herein provided, and shall be held in the same manner, and for the same purposes, and under the same condition as the original special reserve fund of such company was held. Such company Annual shall,in its annual statement to th e insurance department of this State, statements. set forth the amount of such special reserve fund and of its guar- £^iS°''' anty surplus fund.' If at any time, in consequence of the payment *""''• of losses by fires, or of the expenses of the business, or of the in- terest payable under the provisions of this act to stockholders, or from any other cause, the guaranty surplus fund shall be reduced in amount below the amount of the special reserve fund, the direc- tors of such company shall have the right at their option, at the time of making any division of the net profits as herein provided, to carry a larger sum to the guaranty surplus fund than to the special reserve fund; but this [privilege shall cease as soon as the said two funds are made equal in amount. The policy registers, , , , f } b t Books, etc., msurance maps, books of record and other books m actual use by not assets. such company in its business, are not to be considered as assets, but shall be held by the company for its use in the protection of its policy-holders not claimants for losses at the time of such gen- eral conflagration. [As amended by Laws of 1878, chap. 282, § 4.J § 8. If at any time after said special reserve fund shall have been accumulated by any company, it shall appear, upon examina- itai stock tion by the said superintendent, that the capital of such company impaired, has, in the absence of any such extensive conflagration, become made up. impaired so as to cause him to order a call upon the stockholders to make up such impairment, the board of directors of such com- pany may either comply with such order, and require the-neces- sary payment by the stockholders, or, at their option, they may apply for that purpose so much of said special reserve fund as will make such impairment good. No company doing business under this act shall insure any larger amount upon any single risk than is Limit on permitted by law to a company possessing the same amount of'°s"™""=« capital, irrespective of the funds hereby provided for. So much j^jg^^g. and such parts of existing laws as are inconsistent with this act are tation. hereby made and declared to be inapplicable to insurance com- panies doing business under and in conformity with this act. \As amended by Laws of 1878, chap. 282, § 5.] 6 42 INSURANCE LAWS. [1877, c. 241, CHAP. n. Li. 1877, Chap. 241 —An Act to prevent the making and publication of false or deceptive statements in relation to the business of fire insurance. Passed May 8, 1877, False state- SECTION I. It shall not be lawful for any company, corpora- ment of ....,, assets pro- tion, association, individual or individuals now transacting or now or hereafter authorized, under any existing or future laws of this State, to transact the business of fire insurance within this State, to state or represent, either by advertisement in any newspaper, magazine or periodical, or by any sign, circiilar, card, policy of insurance or certificate of renewal thereof, or otherwise, any funds or assets to be in possession of any such company, corporation association, individual or individuals, not actually possessed by such company, corporation, association, individual or individuals and available for the payment of losses by fire, and held for the protection of holders of policies of fire insurance. What ad- § 2. Every advertisement or public announcement, and every etc"'to"°°' sign, circular or card hereafter made or issued by any company, contain. corporation, association, individual or individuals, or any officer, agent, manager or legal representative thereof, now or hereafter authorized by any existing or future laws of this State to transact the business of fire insurance within this State which shall purport to make known the financial standing of any such Company, cor- poration, association, individual or individuals, shall exhibit the capital actually paid in in cash and the amount of net surplus of assets over all liabilities of such company, corporation, associa- tion, individual or individuals actually available for the payment of losses by fire and held for the protection of holders of their policies of fire insurance, including in such liabilities the fund reserved for reinsurance of outstanding risks ; and shall corre- spond with the verified statement made by the company, corpora- tion, association, individual or individuals making or issuing the same to the insurance department of this State next preceding the making or issuing of the same. Capital set § 3- Nothing in this act shall be construed to prohibit any in- charte? surance company or association from publishing in any policy or SSd'ln certificate of renewal thereof a single item showing the amount policy, etc. of their capital as set forth in their charter, act of incorporation, deed of settlement or articles of association, under which they are authorized to transact the business of insurance. I.J FIRE AND INLAND NAVIGATION. 43 § 4. Any violation of any provision of this act shall, for the first Fense, subject the company, corporation, association, individual individuals guilty of such violation to a penalty of five hundred )llars, to * sued for and recovered in the name of the people, th costs and expenses of such prosecution by the district-attorney any county in which the company, corporation, association, dividual or individuals shall be located or may transact business, in any county where such offense may be committed, and such ;nalty, when recovered, shall be paid into the treasury of such lunty for the benefit of the poor of said county. Every subse- lent violation shall subject the company, corporation, associa- m, individual or individuals guilty of such violation to a penalty hot less than one thousand dollars, which shall be sued for, re- ivered and disposed of in like manner as for the first offense. See Laws of 1882, chap. 235, /w/, p. 133.) . 1878, Chap. 98 — An Act to authorize the merg^ing of corporations organized under the act entitled " An act to provide for the incorporation of Are insurance com- panies," passed June twenty-fifth, eighteen hundred and fifty-three, and of the acts amending or extending the same. Passed April i, 1878. Section i. Any two corporations heretofore, or that may here- Merger of ter be, organized under the act entitled " An act to provide for ttons?'"' e incorporation of fire insurance companies, passed June twen- -fifth, eighteen hundred and fifty-three, or of the acts amending extending the same, are hereby authorized to merge one of such mpanies into the other of them in manner following: The direc- ts of any two such corporations may enter into and make an reement under their respective corporate seals, for the merger of e of said companies into the other of them, prescribing the terms d conditions thereof; the mode of carrying the same into effect; 3 amount of capital and number of shares of the stock into which 2 same is to be divided, which capital shall not be larger in lount than the aggregate amount of capital of the two com- nies, with such other particulars as they may deem necessary, t inconsistent with the provisions of the said last-named act, and ; acts amending and extending the same; and which agreement *So in the original. 44 INSURANCE LAWS. [1878, G. ,98. Ratification by direct- ors and stoclshold- ers. When merger effected. Return of original certificates of stoclc. Effect of merger. shall be subject to the.apprpval of the superintendent of the insur- ance department. § 2. Such agreement of the directors shall not be deeijOfed to be the agreement of the said corporations so proposing to merge one into the other, unless assented to bya majority of tjie number of directors of each one of said corporations prescribed by the charr ters of said two corporations, until the assent of one-half of the stockholders owning two-thirds of the stock of each of said com- panies so proposing to become merged into one be pbtained. And when such agreement of the directors has been sanctioned and ap- proved by one-half of the stockholders of each of said companies, owners of two-thirds of the stock thereof, in the manner hereinbe- fore prescribed, then such agreement of the directors shall be deemed to be the agreement of the said corporation^ ; and such assent in writing, or a duplicate thereof, attached to the said agree- ment, shall be evidence of the assent of such stockholders. § 3. Upon the making, sanctioning and approving of the said agreement in the preceding sections mentioned in the manner therein required, and the filing of the duplicates or counterparts thereof, and of the assent in writing mentioned in the preceding section, with the approval of said superintendent, in the office of the clerk of the county where the principal office of said corpora- tion is located, and in the office of the superintendent of the in- surance department; then and immediately thereafter the said cor- poration shall be merged in the corporation provided for in said agreement, and the details of such agreement shall be carried into effect as provided therein, and it shall be lawful for said corpora- tion to require the return of the original certificates of stock held by each stockholder in each of the companies, and in lieu thereof to issue new certificates for such number of shares of its own stock as the said stockholders may be entitled to receive. § 4. Upon the merger of any corporation in the manner herein provided all and singular the rights, franchises and interests of the said corporation so merged, in and to every species of property, real, personal and mixed, and things in action thereunto belong- ing, shall be deemed to be transferred to and vested in such cor- poration, as the other of them has become merged, without any other deed or transfer; and said last-named corporation shall hold and enjoy the same, and all rights of property, franchises and in- terests in the same manner, and to the same extent as if the said corporation so merged should have continued to retain the title § 1^2. J FIRE AND INLAND NAVIGATION. 45 J i.1 1 • . CHAP. II. nd transact the business of such corporation ; and the title and 2ial estate acquired by the said corporation so merged shall not e deemed to revert by means of such merger or any thing relating liereto. § s. The rights of creditors of any corporation that shall be so Rights of J 11 11 ■ 1 ■ .11 1 creditors. lerged shall not iii any manner be impaired by any such merger, or shall any liability or obligation for the payment of any money lOw due, or hereafter to become due, to any person or persons, or ny claim or demand, in any manner, or for any cause existing gainst any such corporation, or against any stockholder thereof, le in any manner released or impaired, but such corporation into Liabilities. rhich the other shall become merged is declared to succeed to uch obligations and liabilities, and to be held liable to pay and lischarge all such debts and liabilities of the merged corporation (i the same manner as if such corporation into which the other hall become merged had itself incurred the obligation or liability o pay such debt or damaged, and the stockholders of the respect- ve corporations so entering into such agreement shall continue, ubject to all the liabilities, claims and demands existing against hem as Such at or before such merger, and no suit, action or other )roceedihg then pending before any court or tribunal in which any ■ofporktion may be so merged is a party sihall be deemed to have fu'i"^;°2 .bated or discontinued by reason of any such merger, but the same nay be prosecuted to final judgment in the same manner as if the aid corporations had not entered into the said agreement; or the aid last-naitted corporation may be substituted in the place of any orporation io merged, as aforesaid, by order of the court in which uch action, suit or proceeding may be pending. J. 1879, Chap. 4§9— An Act to regulate the Issuance of policies and the reinsurance thereof by fire insurance companies transacting^ business in this State. Passed June 7, 1879. Section i. Hereafter it shall'not be lawful for any fire insurance umitsas ompany, organized or incorporated under the laws of this State, issue any policy Or policies on any one risk in excess of ten per entum of its paid-up capital stock and net surplus. § 2. No fire insurance company organized under the laws of any Limits as ither State shall issue any policy Or policies in this State, or on taken by isks located in this State on any one risk, in excess often per centum eom'panies. 46 INSURANCE LAWS. [1879, c. 489. CHAP. 11. Re-insur- ance. Reserved fund in case of re- insurance. Exceptions as to limits on risks. Penalty. of its paid-up capital stock and net surplus; and no person, part- nership association, corporation or company of another country shall issue any policy or policies in this State, or on risks located in this State, in excess of ten per centum of the capital stock, as as- certained under the provisions of chapter eight hundred and eighty- eight of the laws of eighteen hundred and seventy-one, a state- ment of which has been duly filed with the insurance department of this State and the certificate of the superintendent issued therefor. § 3. It shall not be lawful for any fire insurance company or- ganized or incorporated under the laws of this State to reinsure any risk with any person, partnership association, corporation or company which, at the date of such reinsurance, was not author- ized to transact business in this State ; and no person, partnership association, corporation or company organized or incorporated under the laws of any other State or country shall reinsure any risk written or located within this State, with any person, partner- ship association, corporation or company not admitted to trans- act business in this State; and it shall be the duty of the superin- tendent of the insurance department to require schedules of rein- surances from each person, partnership association, corporation or company transacting business in this State, whenever such person, partnership association, corporation or company files a true state- ment of its condition in said department. § 4. When reinsurance is made by any person, partnership asso- ciation, corporation or company, as provided in this act, such per- son, partnership association, corporation or company so reinsur- ing shall be required to hold as an unearned premium fund an amount equal to the unearned portion of the gross premiums charged on such reinsured policies from the date of their issuance by the company thus reinsured. When any part of the risk shall be reinsured under this act the amount so reinsured shall not be included in the ten per centum to which risks are limited as herein- before provided. § 5. Any fire insurance company organized or incorporated un- der the laws of this State, or person, partnership association, cor- poration or company of any other State or country violating any of the provisions of this act, shall be subject to the payment of a pen- alty of five hundred dollars for each violation, which shall be sued for and recovered in the name of the people by the attorney-gen- eral, and the said penalty, when recovered, shall be paid into the treasury of the State. §§ 1-4. J FIRE AND INLAND NAVIGATION. 47 CHAV. II. § 6. All acts or parts of acts inconsistent herewith are hereby It Repeal, repealed. li. 1 880, Chap. 110 — An Act to regulate the examinations and reports of Are and fire and inland navigation insur- ance companies. Passed April 9, 1880. Section i. Hereafter when an investigation is made by author- investiga- ity of the superintendent of the insurance department into the af- may he ai- fairs of any fire or fire and inland navigation insurance company assets. doing business in this State, or whenever such company renders a statement to the insurance department, there shall not be allowed as assets any investments that are not held as prescribed by the law at the date of such investigation, or rendering of such state- ment; provided, however, that unpaid premiums on policies writ- ten within three months shall be admitted as available resources. In estimating the liabilities when such investigation is being made h"dw to'b^e^' or statement rendered as above, there shall be charged, in addi- estimated. tion to the capital stock and all outstanding claims, a sum equal to the total unearned premiums on the policies in force, calculated on the gross sum, without any deduction on any account, charged to the policy-holder for each respective risk from the date of the is- suance of the policy. § 2. It shall be the duty of the superintendent of the insurance superi„. department to insert in the blanks now required to be furnished InserHnter- to the companies for making their statements suoh interrogatories r°S»'°"«s as will best elicit and exhibit the information called for in the pre- ceding section. § 3. Any person, company, association or corporation transact- Policies to Dc Call* ing the business of fire or fire and inland navigation insurance <=eied on c *^ request, in this State shall cancel any policy of insurance hereafter issued ana p^-.^ •' ^ ' mium paid or renewed, at any time, by request of the party insured, or his le- to be re- gal representative, and shall return to said party or his representa- short-rate, tives, as aforesaid, the amount of premium paid, less the cus- tomary short-rate premium for the expired time of the full term for which said policy has been issued or renewed, any thing in the policy to the contrary notwithstanding. § 4. It shall be the duty of the receiver of any fire or fire and Receivers inland navigation insurance company organized or incorporated un- p^onae"' der the law of this State, hereafter appointed, on the receipt by certificate him of any policy in force hereafter issued or renewed by said ediMs!*"' 48 INSURANCE LAWS. [1880,0.452. 0UA1>. II. company, and at the re(iuc8t of the policy-holder (in writing) to cancel thu policy of such person, and to issue in lieu thereof a cer- tificate of indebtedness as such receiver to said policy-holder for the amount of the premium paid, less thu proportional premium for the expired time of the full term fflr which the policy had been issued or renewed; and upon the receipt of said certificate of in- debtedness by the policy-holder the policy shall become null and|^ void, any thing in the policy to the contrary notwithstanding, It Receiver to shall be the dutv of the receiver to report in the liabilities of the report 11a- ... , . , , : bilitioii. company in his statements to the msurance department the total amount of the outstanding certificates of indebtedness, as afore- said, not canceled at the date of milking such statement. Penaiiv § 5. Any company of this State, or the receiver of any such ing ihiii act. company violating the provisions of this act, shall be suliject to a fine of five hundred dollars for each and every violation, to be sued , for and recovered in the name of the people of the State of New York by the attorney-general, and the said penalty, when recov- ered, shall be paid into the treasury of the State. Any company, person, association or corporation .of another State or country re- fusing to comply with the requirements of this act, shall have their certificates of authority revoked by the superintendent of the in- surance department upon the request (in writing) of the attorney- general. Repeal. § 6. All acts and parts of acts inconsistent herewith are hereby repealed. li. 1880, Chap. 452 — An Act to authorize Jolnt-Ntock flre Insurance companlento Innue poUcloM providing agalnftt loMH or damag^e by li^fhtnlng. Pa«8kd May tj, 1880. Poiidei Section i. All joint-stock fire insurance companies organized low or" under the provisions of the general insurance acts, known as Ughtnfng, chapter three hundred and eight of the laws of eighteen hundred and forty-nine, and chapter four hundred and sixty-six of the laws of eighteen hundred and fifty-three, and the acts amendatory thereof and supplemental thereto are hereby authorized to issue policies providing against loss or damage by lightning. I.J FIRE AND INLAND NAVIGATION. 49 CHAP. IL 1. 1882, Chap. 218 — An Act to authorize joint-stock fire insiuance companies to issue policies providing against loss or dama ge by \mid-stonns and tornadoes. Passed May 27, 18S3. Section i. All joint-stock fire insurance companies heretofore . . Policies rganized, or which shall hereafter be organized under the pro- against loss - . . . or damage isions of the general insurance laws of this State, are hereby by wind- ... stonns and uthorized to issue policies providing against loss or damage by tomadoes. rind-storms and tornadoes. J. 1882, Chap. 243 — An Act in relation to insurance companies -which have changed from mutual to joint- stock corporations under and pursuant to the provis- ions of chapter four hundred and sixty-six of the laws of eighteen hundred and fifty-three, and the acts amendatory thereof and more particularly defining the effect of such change. PassKD May 31, 1882. Section i. Every insurance company which has heretofore been chaiteis of __ _.., .,, companies hanged from a mutual to a joint-stock corporation under and dunged lursuant to " An act to provide for the incorporation of fire in- matoai to urance companies," passed June twenty-fifth, eighteen hundred tobe nd fifty-three, and the acts amending the same, shall be deemed tended, nd be held by such change to have continued and extended its barter for the period named therein (not exceeding thirty years) rom the time of such change; and the charter of any such com- any adopted at the time of such change, or a certified copy iereof, may be used in evidence in all courts and places for or gainst any such corporation, in like manner and with like force and ffect in all respects as if such corjwration had been originally icorporated under said act at the time of the change and for the erm then named in its charter. CHAPTER III. LIFE, HEALTH AND CASUALTY INSURANCE COMPANIES. PASS. 1853, Ch. 463 — The general act 53 Sec, I For what purposes may be incorporated. 2. Limitations on business. 3. Declaration to be filed. 4. Attorney-general to certify to declaration; id. to be recorded. 5. Corporators to publish intention to form company ; books to be opened for subscriptions. 6. Capital stock of companies; change and reinvestment of cap- ital; deposit of $roo,ooo to be made with superintendent. 7. Superintendent to furnish certificate of deposit; when author* ized to commence business. 8. Funds, how invested. 9. Purchase of real estate ; sale thereof. 10. To adopt seal, make by-laws, etc.; suits may be maintained. 11. Companies formed to be bodies corporate and politic. 12. Statement, under oath, to be made annually to superintendent. 13. Superintendent to arrange information contained in statements for his annual report ; rate of interest and mortality; stand- ards may be varied ; superintendent may accept valuation of other State, when; table of mortality based on American ex- perience. 14. Agents when to act for companies of other States ; certificates to be furnished as security ; saving clause ; attorney to be appointed on whom process may be served ; charter to be filed ; service of process ; statement to be filed ; no agent to act without procuring certificate ; annual statements to be filed; renewal certificate to be issued and filed. 15. When agent can act for foreign companies; attorney to be ap- pointed on whom process may be served ; service of process; statement to be filed ; agents not to act without certificate; same to be filed ; annual statement ; what to contain ; when renewal certificates to be issued ; foreign companies to pay tax; when collectible out of interest on securities. 16. Fees to be paid county clerk. 17. Superintendent to cause examination to be made; books to be opened for inspection ; examination of officers ; publishing result ; duty of superintendent where capital stock is im- paired ; failure to make capital stock good ; action by at- torney-general ; winding up; reducing capital stock ; action for dissolution for failure of assets ; when judgment of dis- solution to be granted; proceedings; distribution ; condition of company how estimated ; verification of report ; expense. 18. Penalty for violation of this act. 19. Proceedings in case company wishes to relinquish business ; when securities to be delivered up by superintendent; man- ner of discontinuing business. LIFE, HEALTH AND CASUALTY. 51 Sec. 20. Charter to continue until repealed. CHAP. HI, 21. Any existing company may avail themselves of this act ; may increase capital stocls. 22. Parts of acts of April 10, 1849, and of April 8, 1851, relating to life insurance repealed. .840) Ch. 80 — Insurance by wife on life of Iiusband 71 Sec. I. Wife may insure life of husband ; insurance payable to her free of claims of representatives and creditors ; exception. 2. How policies ma}' be surrendered ; may be disposed of by last will or deed. .851, Ch. 95 — General act 72 (Repealed except as to existing companies by L. 18531 ch. 463^ S 32.) Sec. I. $100,000 to be deposited with comptroller. 2. Money how held and managed. 3. Agents for foreign companies. 4. Reports to be made by foreign companies. 5. Aifairs to be examined and report published. 6. Proceedings upon report. 7. Comptroller when to revoke certificates. 8. Manner of closing business. 9. Penalties. 10. Repeal. .853, Ch. 469 — Mutual companies subject to taxation 76 Sec. I. Mutual life companies to be subject to taxation. 855, Ch. 83 76 Sec. I. Id. to be subject to taxation on $100,000 only. 860, Ch. 328 — Reorganization of companies 76 Secs. I and 2. Amend L. 1853, ch. 463. 3. Reorganization of existing companies. 865, Ch. 328 — General act amended 77 Sec. I. Amends L. 1853, ch. 463. 2. Amount of capital and deposit of securities required. 3. Annual statements; when to be made; fees for certificate of authority. 866, Ch. 843 — Dividends to stockholders 77 Sec. I. Report to superintendent showing dividends to stockholders. 2. Report when and how to be made. 867, Ch. 708— Special deposit of securities ; special reports. . 78 Sec. I. Additional deposit of securities. 2. Securities to be transferred to superintendent ; not to be alien- ated; special deposits. 3. When registered policies may be issued. 4. Charge for policies, etc.; annual return ; securities; access to books; salary of treasurer. 5. Withdrawal of securities ; interest on securities. 6. Bonds to be delivered to superintendent ; registration and re- turn of original; expenses, how paid and reimbursed , muti- lated policies. 7. When company to show cause why its business should not be closed ; proceedings in supreme court ; duties of receiver. 52 INSURANCE LAWS. ■ ■ Sec. 8. Receiver to appoint actuary ; duty of actuary ; tunfirmation o; report; notice to pay premium, how served; re-insurance oi registered policies ; wlien court may direct conversion oi securities ; when proceeds to be paid receiver ; how applied surplus. 9. Excess of receipts when to betinvested ; in case of deficiencj portion of securities may be sold ■ 10. Annual investigation of affairs of company ; contingent fund disposition of surplus; scrip to bear interest ; final accounting 11. Effect of this act upon business of certain companies. , 12. Powers of receiver. 13. Compensation of receiver ; may employ clerks and actuaries! how paid. 14. Inquiries by superintendent, of companies ; penalty for failure to reply. 15. Examination of affairs of companies. 16. Duty of officers of company as to securities deposited with su- perintendent. 1868, Ch. 118— BiTidends 87 Sec. I. Annual dividends. 1868, Ch. 482 — InTCStment of funds 87 Sec. I. Companies may invest funds in county, town or village bonds of this State. 1869, Ch. 634 — General act extended 87 Sec. 1. Majority of trustees or directors to be residents of this State. 1869, Ch. 902 (Amends L. 1867, ch. 708) 88 1872, Ch. 100 — Dividends 88 Sec. I. Life companies may ascertain and distribute proportion of sur- plus accruing to each policy. 1876, Ch. 341 — Forfeiture of life insurance policies 87 Sec. I. Policies not to be declared forfeited for non-payment without notice to pay; proviso. 2. Evidence of notice. 1 8 7 7, Ch. 229 — Reinsurance of policy obligations 89 Sec, I. Reinsurance. 2. Consent of owner to reinsurance. 3. Reinsurance by receivers of companies. 1877, Ch. 321 —Forfeiture act amended , 90 Sec. I. Amends L. 1876, ch. 341. 2. Evidence of notice. 1877, Ch. 439 — Insurance of plate-glass 90 Sec. I. Plate-glass insurance companies to deposit securities ; nature of securities. 2. No policies to be issued, or agent to act till security is filed ; individuals not to issue policies Under fictitious name. 3. Penalty for violation of this act. 4. Repeal. 1 8?9, Ch. 248 —Assignment hy wife of policies for her benefit. 92 Sec. 1. Assignment of policies for benefit of married women. [§ I.] LIFE, HEALTH AND CASUALTY. S3 1879, Ch. 34:7 —Bights of policyholders protected , 93 Sec. I. Surrender value of policies in force three years; how to be applied. 2. Endowment policies. I88O5 Ch. 534 — Taxation of life insurance companies 94 Sec. I. Tax on life insurance companies ; amount. 2. Return to treasurer and comptroller. 3. Misdemeanor to willfully iieglect or refuse to make return ; action to recover tax. 4. Lands of companies to be assessed where situated. 1881} Ch. 434 — Prohibitiner compensation to officers for ne- 95 gotiating loans Sec. I, Officers and directors of life insurance companies not to receive compensation for negotiating loans . 2. Penalty. CHAP. ni. Li, 1853, Chap. 463 — An Act to provide for the incorpo- ration of life and. health insurance companies and casualty insurance companies and in relation to agen- cies of such companies.* Passed June 34, 1853. Section i. Any number of persons not less than thirteen in number may associate and form an incorporation or company for any of the purposes specified in either of the following depart- purposes ments: coporated. First Department. To make insurance upon the lives of per- sons, and every insurance appertaining thereto or connected therewith, and to grant, purchase or dispose of annuities. Second Department. To make any of the following kinds of insurance: First, upon the health of persons; second against in- jury, disablement or death of persons resulting from traveling, or general accidents by land or water; third, guaranteeing the fidel- ity of persons holding places of public or private trusts ; fourth, upon the lives of horses, cattle and other live stock ; fifth, upon plate-glass against breakage; sixth, upon steam boilers against explosion and against loss or damage to life or property resulting therefrom ; seventh, against loss by burglary or theft, or both. [j4s amended by Laws of 1865, chap. 328, §1, and by Laws of 1879, chap. 485, § I .] People V. McCann, 67 N. Y. 506. (See Laws of 1865, ch. 32B, § 2, fast, p. 77.) * The title of this act was amended by Laws of 1879, chap. 161, 8 i, by adding thereto ;he words *' and casualty insurance companies/' which are inserted above. 54 INSURANCE LAWS. [1853, c. 463 CHAP. III. § 2. No company organized under this act, for the purpose on'busE"''^ named in the first department, shall undertake either of the riski °*^^- mentioned in the second department, and no company organizec under this act for either of the purposes mentioned in the seconc department shall undertake any business mentioned in the first de partment nor shall any such company hereafter organized undertak( or do more than one of the several kinds of insurance mentioned it said second department ; and no company organized under thi: act shall undertake any business or risk, except as herein pro vided; provided that nothing herein contained shall affect th( business of any company heretofore duly organized under th« second department of this act. [As amended by Laws of 1862 chap. 300, § I, and by Laws of 1879, chap. 485, § 2.] Declaration § 3. The persons referred to in the first section of this act shal! be designated as corporators, and they shall file in the office oi the superintendent of the insurance -department a declaration signed by each of the corporators setting forth their intentions tc form a company for the purpose or purposes named in this act, and the department under which the company is intended to be formed which declaration shall comprise a copy of the charter they pro- pose to adopt, and the said charter shall set forth the name of the company, the place where it is to be located, the kind 6f business to be undertaken, and the department of the first section of this act by which such business is authorized; the mode and mannei in which the corporate powers of the company are to be exercised the manner of electing the trustees or directors and officers, a ma- jority of whom shall be citizens of this State, and the time ol such election; the manner of filling vacancies, the amount of cap- ital to be employed, and such other particulars as may be neces- sary to explain and make manifest the objects and purposes of th« company, and the manner in which it is to be conducted. [As. amended by Laws of 1869, chap. 404, § i, and by Laws of 1879, chap. 485, § 3.] (See Laws of i86g, chap. 634, posi^ p. 87,) Attorney- § 4. Whenever the corporators shall file such declaration with general to , . , - , . certify to the Superintendent of the insurance department it shall become his declaration. , , . , , duty to submit the same to the attorney-general for examination and if found by him to be in accordance with the provisions ol this act, and not inconsistent with the constitution and laws of the Declaration United States and of this State, he shall certify to the same and de- corded!' liver it back to the said superintendent, who shall cause the saic i§ S-6.] LIFE, HEALTH AND CASUALTY. 55 leclaration, with the certificate of the attorney-general, to be re- ,,.,,,, , ■' ° ' Certified ;orciea in a book to be kept for that purpose, and, upon apphca- copy of de- r ii. , • , . ' . , „ , claration to ion 01 the corporators to the said superintendent, it shall become be fumish- lis duty to furnish a certified copy of such declaration and certifi- erintend- ;ate to the said corporators. § 5. Whenever the corporators shall have received from the said Corpora- superintendent the certified copy provided for in the last section, lilhiaiea- rnd desire to proceed to organize such company, they shall pub- company in ish their intentions in the paper in which the State notices are di- paperf '* reeled to be inserted; and when such intentions have been pub- lished in said paper for six weeks they may open books to receive subscriptions to the capital stock, and keep such books open until beSpened the amount required by this act is subscribed, and may then pro- scription. :eed to distribute the stock among the subscribers, if more than the necessary amount is subscribed, and proceed to collect in the said capital and complete the organization of the company. § 6. No company shall be organized under this act for the pur- Amount of poses mentioned in the first department, with a less capital than ^l^j "" one hundred thousand dollars, and no company shall be organized for the purposes mentioned in the second department with a less capital than one hundred thousand dollars. The whole capital of ^?V^ such company shall, before proceeding to business, be paid in and consist, invested in stocks or in treasury notes of the United States or of the State of New York, or in bonds and mortgages on improved unincumbered real estate within the State of New York, worth sev- enty-five per cent more than the amount loaned thereon, exclusive of farm buildings thereon, or in such stocks or securities as now are or may hereafter be receivable by the bank department.* And it change shall be lawful for any company organized under this act to change investment and reinvest its capital, or any part thereof, at any time they may ° ""^^^ *Ttie following are tlie statute provisions prescribing tlie Icind and nature of tile stoclcs receivable by 'the banic department: **The stoclcs which banking associations or individual bankers now, or hereafter to be, organized under the provisions of the act 'To authorize the business of banking,* passed April 18, X838, and the amendments thereto, shall hereafter deposit with the superintend- ent, shall be NewYork State stocks, in all cases to be, or to be made to be, equal to stock producing six per cent per annum, or at least one-half the amount so deposited shall be in the stocks of the State of New York, as before mentioned, and not exceeding one-half in stocks of the United States, in all cases to be, or to be made to be, equal to a stock pro- ducing an interest of six per cent per annum; and it shall not be lawful for the superin- tendent to take such stocks at a rate above their par value, or above their current market value." (See Zams of iS^g, chap. 313, S i.] In lieu of stocks one-half of the deposit of s ecurities in the bank department may consist of seven per cent bonds and mortgages on improved, productive, unincumbered lands within this State, for not exceeding two-fifths of the value of said lands, excluding build- S6 INSURANCE LAWS. [1853,0.463, ' desire, in the stocks or bonds and mortgages or securities afore- Deposit of said. No company organized for the purposes mentioned in the be°SlTe ° first department shall commence business until they have depos- u^uadelu ited with the superintendent of the insurance department of this State the sum of one hundred thousand dollars in United States or New York State stocks, in all cases to be, or to be made to be, equal to stock producing six per cent per annum, and not to be received at a rate above their par value, or above their current market value, or in bonds and mortgages of the description and character above indicated, and no company organized for the pur- poses named in the second department shall commence business until they have deposited with the superintendent of the insurance department of this State at least the sum of one hundred thousand dollars, invested as hereinbefore provided for the investment of the capital of such company. The superintendent of the insurance department shall hold such securities as security for policy-holders in said companies, but, so long as any company so depositing shall continue solvent, may permit such company to collect the interest Companies or dividends on its securities so deposited, and, from time to time, may collect . interest on to withdraw any of such securities on depositing with the said su- secunties. ^ •' ... perihtendent such other securities of like value as those withdrawn, and of the same character, and to be received as those above men- investment tioned. Any company incorporated by the laws of this State to transact the business embraced in the second department of section one with the amendments thereto of the act hereby amended, may invest its capital and the funds accumulated in the course of its business, or any part thereof, ejtcepting the amount required to be deposited with the insurance department in the same manner as is permitted fire insurance companies, as provided in chapter four hundred and sixty-six of the laws of eighteen hundred and fifty-three, with the amendments thereto. And the amount required to be deposited with the insurance department may be invested in registered bonds of the United States, pro- vided that such bonds shall not be received at a rate above their par value, and if the market value of such bonds deposited or of- ings; to be received at a sum not above five thousand dollars for each mortgage, and un- der regulations to be prescribed by the Superintendent of the banlr department. [See Laws of T.i-i%, chap. a6o,§8; Laws 0/ 1S4S, chap. 340, W'i and i, and Laws o/zi^x, chap. 164, § lo.] Under the provisions of the act " To revise the statutes of this State relating to banks, banlsing and trust companies," passed July i, 1882, any interest-bearing stoclc of the State of New Yorlc or of the United States are receivable by the banlc department. \_Set Laws of^.%i^, chap. 409, 89 67 and 71.] §§ 7-9-J LIFE, HEALTH AND CASUALTY. 57 fered for deposit shall at any time be less than par, the superin- tendent shall require an additional deposit equal in the aggregate to the sum required by law to be deposited with the superintend- ent. [As amended by Laws of 1853, chap. 551, § i; by Laws of i860, chap. 328, § I, and by Laws of 1862, chap. 300, § 2, as modi- fied by Laws of 1865, chap. 328, § 2; and as amended by Laws of 1881, chap. 560, § r.] Ruggles V. Chapman, 59 N. Y. 163; People, ex rel. Stout, v. Chapman, 5 Hun, 222; Kitchen v. Conklin, 51 How. 308; Smyth v. Monroe, 84 N. Y. 354- (See Laws of 1865, chap. 328, post, p. 77, and Laws of 1881. chjip. 600, ante, p. 10.) § 7. Whenever the corporators shall have fully organized such Superin- company, and the said company have deposited with the said su- furnish perintendent the requisite amount of capital, it shall become his of deposit, duty to furnish the. corporation with a certificate of such deposit, which, with a certified copy of the papers previously required whenau- under this act, shall, when filed in the county clerk's office of the commence county where such company is to be located, be the authority to "''"^^' commence business and issue policies, and the same may be used in evidence for and against the corporation in all suits. § 8. It shall be lawful for any company organized under this Funds, act, to invest its funds or accumulations in bonds and mortgages, ye^e'd." on unincumbered real estate within the State of New York, and also on unincumbered real estate located outside of said State, and within fifty miles of the city of New York, worth fifty per cent more than the sum so loaned thereon, or in stocks of the United States, stocks of this State, or of any incorporated city in this State, if at or above par, and any stocks created under the laws of this State, that shall be, at the. time of such investment, at a market value in the city of New York, at or above par. \As amended by Laws of i860, chap, 328, % 2; by Laws of i86z, chap. 300, § 3 ; ^J" Laws of 1866, chap. 525, § i, and Ijy Laws of 1868, chap. 318, § I.] Attorney-General v. North America Life Ins. Co., 26 Hun, 294. (This act shall apply to all life insurance companies organized under any laws of this State. \Laws of 1868, chap. 318, § 2.]) (See Laws of 187s, chap. 423, /iorf, p. 179.) § 9. No company organized under this act shall be permitted Purchase to purchase, hold or convey real estate, except for the purpose or '^l^'^ ^^ in the manner herein set forth, to wit : I. The building in which is contained its principal offices and the land upon which it stands ; or 8 S8 INSURANCE LAWS. 1853, c. 463. CHAP. m. 2. Such as shall be requisite for its accommodation in the trans- action of its business ; or, 3. Such as shall have been acquired for the accommodation of its business previous to the passage hereof; or, 4. Such as shall have been mortgaged to it in good faith by way of security for loans previously contracted or for moneys due; or, 5. Such as shall have been conveyed to it in satisfaction of debts previously contracted in the course of its dealing ; or, 6. Such as shall have been purchased at sales upon judgments, decrees or mortgages obtained or made for such debts. And it shall not be lawful for any company incorporated as aforesaid to purchase, hold or convey, real estate in any other case, Sale of real or for any other purpose. And all such real estate mortgaged and conveyed in satisfaction of debt or aquired by purchase at sale as aforesaid, shall be sold and disposed of within five years after such company shall have acquired title to the same unless the said company shall procure a certificate from the sup- erintendent of the insurance department that the interest of the company will suffer materially by a forced sale of such real estate, in which event the time for the sale may be extended to such time as the said superintendent shall direct in said certificate. [As amended by Laws of 1875, chap, 170, § i, and by Laws of 1876, chap. 357, § I-] (This act shall apply to all life insurance companies organized under the laws of this State. \Laws o/\&^6, chap. 357, § 2. ) (See Laws of 1872, chap. 146, as amended by Laws of 1875, chap, ii^^posi^ p,228;Laws of 1881, chap. 484, /0f/, p. 133, and Laws of 1882, chap. '290, ^f7j/, p.235.) Corpor- 8 10. The corporators or the trustees or directors, as the ators, etc., . to ^dopt case may be, of any company organized under this act, shall have by-laws, power to adopt a seal, and to make such by-laws, not inconsistent with this act or the Constitution and laws of this State, as may be deemed necessary for the management of its affairs; and suits at Suits at law law may be maintained by any corporation formed under this act, maintained, against any of its members or stockholders, for any cause relating to the business of such company ; also, suits at law may be prose- cuted and maintained by any member or stockholder against such corporation for losses which may have accrued, if payment is withheld more than two months, on all risks, after such losses shall have been due. People V. Security Life Insurance and Annuity Co., 78 N. Y. 123; S. C, 7 Abb. N. C. 198. Companies § II. AH companies formed under this act shall be deemed and be bodies taken to be bodies corporate and politic, in fact and in name, and anTpolidc. shall be subject to all the provisions of the Revised Statutes in rela- [ 12.] LIFE, HEALTH AND CASUALTY. 59 CHAP III ion to corporations, so far as the same are applicable, except in egard to annual statements and other matters herein otherwise pecially provided for. Fisher v. World Mutual Life Ins. Co., 47 How. 451; Matter of Security jfe Ins. and Annuity Co., 11 Hun, 96; S. C, 71 N. Y. 222; 15 Abb. Pr. N. S.) 369. § ^2. It shall be the duty of the president or vice-president and statement, ecretary or actuary, or a majority of the trustees of each com- to"i« made )any organized under the laws of this State, annually, on the first to"s"upefin- lay of January, or within sixty days thereafter, to prepare, under '*°'*^°'- >ath, and deposit in the office of the superintendent of the insur- ince department of the State, a statement, showing: Contents of 1. The number of policies issued during the year. statement. 2. The amount of insurance effected thereby. 3. Amount of premiums received during the year. 4. Amount of interest and all other receipts, specifying the tems. 5. Amount of losses paid during the year. 6. Amount of losses unpaid. 7. Amount of expenses. 8. Whole number of policies in force. 9. Amount of liabilities or risks thereon, and of all other lia- )ilities. 10. Amount of capital stock. 1 1. Amount of accumulation, specifying whether received upon ife insurance, annuities, or how otherwise: 12. Amount of assets and manner in which they are invested, pecifying what amount in real estate, on bond and mortgage, tocks, loans on stocks, premium notes, credits or other securities. 13. Amount of dividend unpaid. 14. A tabular statement of the policies in force for the whole erm of life, showing how many thereof for each age of life, and or what amount of risk, were issued or in force during the first ■ear of the existence of the company, during the second year, and o on up to the time of making such statement. 15. A tabular statement of the policies in force for a shorter leriod than the whole term of life, showing how many thereof for ach age of life, and for what amount of risk, were issued or con- inued in force during the first year of the company's existence, luring the second year, and so on up to the time of making such tatement. 6o INSURANCE LAWS. [1853, c. 463, make valU' atious, CHAP. m. ^^^ superintendent of the insurance department shall cause tc S'b'i'f uT° be prepared, and furnished to every company to which this ac printed"" shall apply, printed forms of the statements herein required; anc statements, he may make such changes from time to time, in the form of the Forms may same, as shall seem to him best adapted to elicit from said com- by thes?p- panies a true exhibit of their condition in respect to the several ent. " points hereinbefore enumerated. Case V. People, 6 Abb. N. C. 151 ; S. C, 14 Hun, 503. (See Laws of 1865, chap. 32S. /Dii, p. 77.) Superin- § 13. It shall be the duty of the superintendent of the insurance ar?ange '° department to arrange the information contained in the statements rantSd" required in the last section in a tabular form, or in abstracts, and men«,%or to prepare the same for printing in his annual report to the legis- g™annuai° lature. It shall also be the duty of the said superintendent, at least report. ^^^^g jj^ every five years, and annually in his discretion, to make tende™ to valuations of all the outstanding policies, additions thereto, un- paid dividends and all other obligations of every American life insurance company transacting business in this State ; and for the purposes of such valuations, and for making special examinations under the seventeenth section of this act, and for valuing regis- tered life and other policies under chapter seven hundred and Rate of eight of the Laws of eighteen hundred and sixty-seven, the rate interest to '^ ° •' ' be four and of interest assumed shall be four and a-half per cent per an- a half per , '^ ^ cent per num, and the rate of mortality shall be that established by the annum, and . , ' the rate of American experience table, m which table the expectation of life mortality * ,,.. ,,. to be that and the numbers of living and dying at each age from ten to established . ,.,,,,, by Ameri- nmety-five out of one hundred thousand persons living at age ten, can expo- ■' ,.,,,,, *^, 861 rience are as stated in the schedule hereto annexed. The superintendent may, in his discretion, vary the above stand- of interest ards of interest and mortality, in cases of companies from foreign taiity may Countries, and in particular cases of invalid lives or other extra in^sVecfai hazards. The superintendent may also, in his discretion, value policies in groups, use approximate averages for fractions of a year and otherwise, and calculate values by the net, the actual oi the gross premiums or otherwise, deducting, in cases of gross valu- ations, from the gross value of future premiums, one-sixth thereof for future expenses and contingencies. When 6u- The superintendent may, in his discretion, accept the valuatior mt maytc- of the department of insurance of any other State in place of th« j!ept vaiua^ yaluadon required in this act, provided the insurance officer oi department s^ch State does not refuse to accept, as sufficient and valid for al States" purposes, the certificate of valuation of the insurance departmeni ^3.] LIFE, HEALTH AND CASUALTY. 6i )f this State. [As amended by Laws of 1866, chap. 785, § i; ^^ Laws of 1868, chap. 623, § 1, and by Laws of 1873, chap. 849, § i.] People V. Security Life Ins. & Annuity Co., 78 N. Y. 114; S. C, 7 Abb. *J. C. 198; Attorney-General v. North America Life Ins. Co., 82 N. Y. 172. (See Laws of 1859, chap. 366, § 3, anie^ p. 5.) SCHEDULE. Table of Mortality based on American Experience. CHAP. HI. ^GB Numbers Numbers Ekpectat'n AGE. Numbers Numbers Expectat'n oflife. living. dying. of life. living. dying. 10 100,000 749 48.72 53 66,797 1,091 18.79 II 99,251 746 48.08 54 65,706 1,143 18.09 13 98,505 743 47.44 55 64,563 1,199 17.40 13 97,762 740 46.82 56 63.364 1,260 16.72 14 97,022 737 46.16 57 62,104 1,325 16.05 15 96,285 735 45-50 58 60,779 1,394 15-39 16 95.550 732 44.85 59 59.385 1,468 14-74 17 94,818 729 44.19 60 57.917 1,546 14.09 18 94,089 727 43-53 61 56,371 1,628 13-47 19 93.362 725 42.87 62 54.743 ,1,713 12.86 20 92,637 723 42.20 63 53.030 1,800 12.26 21 91.914 722 41-53 64 51.230 1,889 11.68 22 91,192 721 40.85 65 49.341 1,980 II. 10 23 90,471 720 40.17 66 47.361 2,070 10.54 24 89.751 719 39-49 67 45.291 2,158 10.00 25 89,032 718 38.81 68 43.133 2,243 9.48 26 88,314 718 38.11 69 40,890 2,321 8.98 27 87.596 718 37-43 70 38,569 2,391 8.48 28 86,878 718 36-73 71 36,178 2,448 8.00 29 86,160 719 36.03 72 33.730 2,487 7-54 30 85,441 720 35-33 73 31.243 2.505 7.10 31 84,721 721 34-62 74 28,738 2,501 6.68 32 84,000 723 33-92 75 26,237 2,476 6.28 33 83.277 726 33-21 76 23,761 2.431 5.88 34 82,551 729 32.50 n 21,330 2,369 5.48 35 81,822 732 31-78 78 18,961 2,291 5.10 36 81,090 737 31.07 79 16,670 2,196 4-74 37 80.353 742 30.35 80 14.474 2,091 ■ 4-38 38 79.611 749 29.62 81 12,383 1,964 4.04 39 78,862 756 28,90 82 10,419 1,816 3-71 40 78,106 765 28.18 83 8,603 1,648 3-39 41 77.341 774 27.45 84 6,955 1,470 3-08 42 76,567 785 26.72 ?5 5,48s 1,292 2.77 43 75.782 797 25.99 86 4,193 1,114 2-47 44 74.985 812 25.27 87 3.079 933 2.19 45 74.173 828 24.54 88 2,146 744 1-93 46 73.345 848 23.80 89 1,402 5|5 1.69 47 72,497 870 33.08 90 847 385 1.42 48 71,627 896 22.36 91 462 246 1.19 49 70,731 927 21.63 92 216 137 f 50 69,804 962 20.91 93 79 ^\ 80 51 68,842 1,001 20.20 94 21 18 64 52 67,841 1,044 19.49 95 3 3 50 62 INSURANCE LAWS. [1853, c. 463, 8 14. It shall not be lawful for any person to act within this No person o t .... • ^• !.• permitted State, as agent or otherwise, in receiving or procuring applications ageSt for for insurance, or in any manner to aid in transacting the business S?^antz7d of insurance, referred to in the fir^st section of this act, for mhe^State any company or association incorporated by or organized under K™ntii the laws of any other State government, unless such company piny "haT is possesscd of the amount of actual capital required by the wiZclrtin sixth section of this act for companies in this State, and conditions. ^^^ ^^^^ .^ invested in stocks or treasury notes of the stock, and United States, or of the State of New York, or of the "he'reof. State in which said company is located, or on bonds and mortgages on improved unincumbered real estate within the State where such company is located, or in such stocks or securi- ties as now are, or may hereafter be, receivable by the bank de- partment; but all mortgages deposited by any company under this section shall be upon improved unincumbered real estate, worth sev- enty-five per cent more than the amount loaned thereon, which stocks and securities shall be deposited with the auditor, comptroller or chief financial officer of the State, by whose laws said company is incorporated, and the superintendent of the insurance department Certificate of this State, furnished with the certificate of such auditor, comp- to be fur- ' ^ ' ^ nisiied as to troller or chief financial officer aforesaid, under his hand and offi- security, ' cial seal, that he, as such auditor, comptroller or chief- financial officer of such State, holds in trust and on deposit, for the benefit of all the policy-holders of such company, the security before men- tioned, which certificate shall embrace the items of the security so held, that he is satisfied that such securities are worth one hun- dred thousand dollars, if the company proposes to transact the business referred to in the first department, or that they are worth one hundred thousand dollars if the company proposes to transact Saving the business referred to in the second department. But nothing exchange herein contained shall be construed to invalidate the agency of any ties. * company incorporated by another State by reason of such com- pany having, from time to time, exchanged the securities so de- posited with the auditor, comptroller or chief financial officer of the State in which such company is located, for other stocks or securities, authorized by this act, or by reason of such company / f having drawn its interest and dividends, from time to time, for 4 o'' jjn ^fto,. such stocks and securities. Such company shall also appoint an (if SppoTnt'ed attorney in this State, on whom process of law can be served; and <^ process™ ^^'^^ attorney shall file with the superintendent of the insurance § 14.] LIFE, HEALTH AND CASUALTY. 63 department a certified copy of the charter of said com- ™'^' "^' pany, and also a certified copy of the vote or resolution Mr?ed! of the trustees or directors of the said company appoint- be fikd.'° ing such attorney, which appointment shall continue until an- other attorney be substituted. And in case any such insurance cor- when ser- poration shall cease to transact business in this State according to process to the laws thereof, the agents last designated, or acting as such for ^l^^^ such corporation, shall be deemed to continue agents for such cor- Sls^nifed. poration, for the purpose of serving process, for commencing ac- tions upon any policy or liability issued or contracted while such corporation transacted business in this State, and service of such process, for the causes aforesaid, upon any such agent, shall be deemed a valid personal service upon such corporation. Such statement company shall also file a statement of its condition and affairs in [-on" "tc" the office of the superintendent of the insurance department, in '° *"= *'*''■ the same form and manner required for the annual statements of similar companies organized under the laws of this State. It shall not be lawful for any agent to act for any company referred to in t°.»<:t this section, directly or indirectly, in taking risks, collecting premi- procuring ums, or in any manner transacting the business of life insurance in of author-, this State, without procuring from the said superintendent a certifi- cate of authority, stating that the foregoing requirements have been w;hat to Ti't 1 • '' r t 1 ft c 1 contain complied with, and setting forth the name of the attorney for such and where company, a certified copy of which certificate shall be filed in the county clerk's office of the county where the agency is to be es- tablished, and shall be the authority of such company and agent to commence business in this State, and such company, or its at- torney, shall annually, in the month of January, file with the su- Annual perintendent of the insurance department of this State a statement ?^'befifed. of its affairs for the preceding year, in the same manner and form provided in the twelfth section of this act for similar companies in this State; and if the said annual statement shall be satisfactory evidence to the superintendent of the insurance department of the solvency and ability of the said company to meet all its engage- ments at maturity, and that the said deposit is maintained, as above required and provided, he shall issue renewal certificates of au- ■ , r ■ ■, -r 1 ■ /■ 1 ■ 1 Renewal thority to the agents of said company, certified copies of which certificates shall be filed in the county clerk's ofiice of the county where the and to be agency is located, during the month of January in each year, and which renewal certificates shall be the authority of such agents to issue new policies in this State for the ensuing year. [As amended Jit 64 INSURANCE LAWS. [1853, c. 463, CHAP HI " by Laws of 1853, chap. 551, § 2, and bylaws of 1862, chapter ^oq, § 4, as modified by Laws of 1865, chap. 328, § 3.J The People v. Iralay, 20 Barb. 68 ; The People v. The New England Mu- tual Life Ins. Co., 26 N. Y. 303 ; The'People v. McCann, 67 id. 506, Matter of Hartford Life and Annuity Ins. Co., 63 'How. 54. (See Laws of 1865, chap. 328, 8 3, post, p. 77, as to time of filing annual statements, also see Laws of i366, chap. 29S, post, p. 124.) When § 15. It shall not be lawful for any person to act in this State as a|egt^can ^^^^^ ^^ otherwise in receiving or procuring applications for life or insurance health insurance, or in any manner to aid in transacting the busi- companies. ^^^^ ^^ ^^^ ^.^^ ^^ health insurance company, partnership or asso- ciation, incorporated by or organized under the laws of any for- eign government, until such company, partnership or association shall have deposited with the superintendent of the insurance de- partment, for the benefit of the policy-holders of said company, partnership or association, citizens or residents of the United States, securities to the amount of one hundred thousand dollars, C^'iti of the kind required, or which may hereafter be required, for sim- ilar companies of this State, and shall have appointed an attorney oey to be in this State, on whom process of law can be served, and the said appointed ' upon company, partnership or association shall have filed with the su- whom pro- .,.,. , ,, .,., , cess may permtcndent of the insurance department a duly certified copy of be served. *, , , , , , ^ , ■ ■, \ ■ the charter or deed of settlement of the said company, partnership copy of or association, and also a duplicate original copy of the letter 01 be filed, power of attorney of such company or association appointing the attorney thereof, which appointment shall continue until anothei attorney be substituted. And in case any such insurance corpo- ration shall cease to transact business in this State, according to process" the laws thereof, the agents last designated. or acting as such for upon agents ^^^j^ corporation, shall be deemed to continue agents for such cor- poration for the purpose of serving process for commencing ac- tions upon any policy or liability issued or contracted while such corporation transacted business in this State, and service of sucli process, for the causes aforesaid, upon any such agent, shall be Statement deemed a valid personal service upon such corporation. Sucl: tion, etc., company, partnership or association shall also file a statement oi of company . . to be filed its condition and affairs, in the office of the superintendent of thf in office of . , . , , , '^ . , - superin- insurance department, in the same form and manner required fo) tendent. , , .... . . . , , the annual statements of similar companies organized under thf Agents not laws of this State. It shall not be lawful for any agent or aeenti to act with- ^ . r _,.i.- ..,,. out cerafi- to act for any company, partnership or association referred to u authority, this section, directly or indirectly, in taking risks, collecting pre § IS.] LIFE,- HEALTH AND CASUALTY. 65 CHAP. lU. ^ miums, or in any manner transacting the business of life insurance in this State, without procuring from the said superintendent a certificate of authority (which shall be renewable annually), stat- ing that the foregoing requirements have been complied with, and what cer- setting forth the name of the attorney for such company, a certi- ''"J"""^?"? fied copy of which certificate shall be filed in the county clerk's office of the county where the agency is to be established, and which shall be the authority of such company and agent to com- mence business in this State; and such company, partnership or association, shall annually, on . the first day of January, or within Annual thirty days thereafter, file with the superintendent of the insurance to be filed, department, a statement of all its affairs, in the same manner and form provided in the twelfth section of this act for similar compa- nies in this State; which statement shall be made up for the year ending on the preceding thirtieth day of June, accompanied also by a supplementary annual statement, duly verified by the attor- suppie- ney or general agent of the company or association in this State, Satement, giving a detailed description of the policies issued and those which have ceased to be in force during the year, the amount of premiums received and claims and taxes paid in this State and the United States for the year ending on the preceding thirty-first day of Decem- ber. Said supplementary statement shall also contain a descrip- ^n^^D? tion of the investments of such company or association in this country, and such other information as may be required by said superintendent; and if the said annual statement shall be satisfac- tory evidence to the said superintendent of the solvency and abil- ity of the said company to meet all its engagements at maturity, he shall issue renewal certificates of authority to the agents of said Renewal •/■J • r !-• 1. i_ n certificates company, partnership or association, certified copies of which shall to be issued be filed bv such agents in the county clerk's office of the county fied copies r , , . , . . , /-i ii 1! ^ J thereoffiled where the agency is located, within sixty days after the hrst day in offices of January in each year, and which renewal certificates shall be clerks the authority of such agents to issue new policies in this State for agencies , ,, . ^ . • • . are located. the ensuing year All such foreign insurance companies, partner- ships and associations engaged in the transaction of the business companies of life or health insurance' in this State shall annually, on or before nuaf ^'"to the first day of March in each year, pay to the superintendent of p|ns« IT the insurance department a tax of two per cent on all premiums di^art-"* received, in cash or otherwise, by their attorneys or agents in this ""*■"■ State during the year ending on the preceding thirty-first day of December, upon which a tax on premiums has not been paid to 9 66 INSURANCE LAWS. [1853, c. 463, CHAP IXI ' any other State. The avails of said tax shall be paid into the State treasury, and shall be applicable, as far as necessary, toward de- when col- fraying the expenses of the insurance department. In case of neg- ofinterest lect or refusal by any such company to pay said tax the superin- ities. ' tendent is hereby authorized to collect the same out of the inter- est on the stocks and securities deposited by such company in the insurance department. [As amended by Laws of 1&62, chap. 300, §S-] International Life Assurance Society v. Commissioners of Taxes, 28 Barb. 318 ; British Commercial Life Ins. Co. v. Commissioners of Taxes, 18 Abb. Pr. 130; The People v. The New England Mutual Life Ins. Co., 26 N. Y. 303. (^ee Lawsof 1861, chap. 334, § 1, pasi^p, 123, and Laws of 1867, chap. 708, S 4t/osi, p. 79, oa subject of annual statements.) p^itn ''* % ^^- Every county clerk shall demand and receive, for every c°e"k''' P^psr filed in his office under this act, the sum of ten cents, to be accounted for and paid to the county treasurer as now provided with regard to other fees. [As modified by Laws 0/ i8^g, chap, 3^6} §§ 7> 8, ante, pp. 6 and 7.] Superin- § 17. It shall be the duty of the superintendent of the insurance tendent to , , ,, , , cause ex- department, whenever he shall have good reason to suspect the cor- amination . '■ to be made, rectness Of any annual statement, or that the affairs of any company, required by law to make such statement, are in an unsound con- dition, to cause an examination to be made, for the purposes named in this act, into the affairs of any such insurance company, or any in- Books to I'l.,. .. be opened surance company doing business by its agencies in this State ; and OT^inspec jj gjjg^jj jjg jjjg ^^j.y ^j |.jjg officers or agents of any insurance com- pany, incorporated or doing business in this State, to cause their books, and the books of such companies, to be opened for the in- spection of the said superintendent and the person or persons ap- pointed by him to make such examination, and otherwise to facili- tate such examination, so far as it may be in their power so to do; SioTLf ^"d ^°^ ^^^^ purpose the said superintendent or the person or per- officers. sons SO appointed by him, shall have power to examine, under oath, the officers and agents of any company relative to the busi- Pubiishing ness of such company ; and whenever the said superintendent shall deem it for the interest of the public so to do, he shall pub- s°up/riS! ^^^^ ^^^ ''""^' °^ ^'^'^^ investigation in the State paper. Whenever tendent it shall appear to the said superintendent from the statement of sSli^s ^'^y ^'^^ °' casualty insurance company made to the insurance de- impaired, partment, or from an examination of the affairs of any such com- pany (if a stock company), that its capital stock is impaired to 1 7-] LIFE, HEALTH AND CASUALTY. 67 le extent of fifty per cent thereof, it shall be the duty of the said °^^' ™' iperintendent, if the company is organized under the laws of any ther State or country, to revoke the certificate of authority issued ) the agent or agents of any such company, and shall cause a otice thereof to be published in the State paper for four weeks, id the agent or agents of such company are, after such notice, jquired to discontinue the issuing of any new policies. If the orapany so impaired is organized under the laws of this State, it iiall be the duty of said, superintendent to direct the officers thereof 3 require the stockholders to make good in cash the amount of ach deficiency within ninety days after the date of his requisition. Lnd in case of the failure of the stockholders to comply with such Failure to emand, it shall be the duty of the superintendent to report the Srstock*"' lets to the attorney-general, who shall thereupon bring an action ^°°^' 1 the supreme court for the dissolution of the corporation. And Action by 1 case it shall satisfactorily appear to the court that the assets geSr nd funds of the company are not sufficient to justify the further winding ontinuance of the business of insuring lives, granting annuities "P- nd incurring new obligations, as authorized by its charter, the ourt shall render judgment dissolving such company, and direct- ig a distribution of its assets, exclusive of those deposited with le superintendent of the insurance department. Provided that ny company organized under the laws of this State, whose capi- il is impaired as above fifty per cent, may by a vote of a major- y of its directors at a meeting called for that purpose reduce its Reducing apital stock to an amount not less than one hundred thousand dol- stock. its; and the said directors are hereby empowered to issue new cer- ficates of stock to the stockholders for the amount of the reduced ipital, and require in return all certificates previously issued, /■henever it shall appear to the superintendent that the assets of any Action for f the companies referred to in this section, other than stock for feihi're" Dmpanies, are insufficient to reinsure its outstanding risks, he shall ° *^^*''' jmmunicate the facts to the attorney-general, whose duty it shall len be to bring an action in the supreme court for the dissolution ■ such company. And in case it shall satisfactorily appear to the when mrt in such action that the assets and credits of the company are S^f^solu- jt sufficient to reinsure its outstanding risks, the court shall ren- g?anted^' ;r judgment dissolving the company and directing a distribution its assets, exclusive of the securities deposited with the super- tendent of the insurance department. In any action authorized f^^'^^' r this section the court may prescribe the time within which the tion, 68 INSURANCE LAWS. [1853, c. 463, ' company proceeded against shall answer, and may hear and try the issues at such time, in such manner, and upon such notice as the court may direct ; and may appoint a referee to inquire into and report upon the facts ; and shall have power to grant such orders, and in its discretion, from time to time, to modify or revoke the same, as the facts or evidence in the case, and the situation of the Distribu- parties and the interests involved shall seem to require. After the rendition of any judgment referred to in this section, the court shall have power to order the distribution, by the superintendentj of the securities and funds deposited with and held by him under the provisions of this act. And in estimating the condition of any life insurance company under the provisions of this act, the super- intendent shall allow as assets only such investments as are author- ized by the existing laws of the State at the date of examination," and shall charge as liabilities in addition to the capital stock all outstanding indebtedness of the company and a premium reserve on policies, and additions thereto in force, based on net premiums, American experience table of mortality, with four and one-half per cond f '^^^^ interest. And in estimating the condition of any casualty of com- insurance company under the provisions of this act, the superin- pany, how ^ estimated, tendent shall allow as assets only such investments as are author- ized by the existing laws of the State at the date of his investiga^ tion ; and shall charge as liabilities, in addition to the capital stock,, all outstanding indebtedness of the company and a premium reserve on policies in force equal to the unearned portions of the pre- miums paid by the insured for covering the risks, computed on each respective risk from the date of the issuance of the policy. Vertifica- The report of every examination of the affairs of a company, made re°po^ pursuant to this act, shall be verified by the person making such examination, to be just and true in all respects according to the best of his knowledge and understanding, and when so verified shall be presumptive evidence in all courts and legal proceedings. Expense, -phe expense of any examination made under this section shall be borne by the company whose affairs are so examined, to be paid by the company to the State treasurer after being approved by the superintendent of the insurance department and audited by the comptroller. \As amended by Laws of 1879, chap. 161, § 2.] Ruggles v. Chapman, $q N. Y. 163 ; People, ex rel. Stout, v. Chapman, 5 Hun, 225; People, ex rel. v. Chapman, 64 N. Y S57 ; Bedell v. North Amer- ica Life Ins. Co. " 7 Daly, 273 ; Attorney-General v. Continental Life Ins. Co., 53 How. 16 ; People v. Security Life Ins. & Annuity Co., 78 N. Y. 114 J People, ex rel. v. Security Life Ins. Co., 71 id. 222 ; Matter of Guardian § iS-rg.] LIFE, HEALTH AND CASUALTY. 69 CHAP HI [utual Life Ins. Co., 13 Hun, 115 ; Affirmed, S. C, 74 N. Y. 617 ; Attor- ey-General v. Guardian Mutual Life Ins. Co., 77 id. 272 ; Attorney- reneral v. Guardian Mutual Life Ins. Co., 82 id. 336; Attorney-General . North America Life Ins. Co., id. 172 ; Attorney-General v. North Lmerica Life Ins. Co., 26 Hun, 294 ; People v. Globe Mutual Life Ins. Co., How. 57 ; id. 83; Attorney-General v. Continental Life Ins. Co., 62 How. 30; Attorney-General v Continental Life Ins. Co., 27 Hun, 195; Attor- ey-General v. Continental Life Ins. Co., 88 N. Y. 77, 571. (This act shall not impair or affect any action or proceedings now pending in any court against any insurance company, but the courts shall have the same power to proceed in ich actions or proceedings to final decision, decree or judgment as if this act had not been assed. ^Laws iT/'lSyg, cAapt z6x, § 3.]) (A 11 acts or pa.rts of acts inconsistent herewith are hereby repealed. [Laws a/' 1879, cAaf. Si, 1 4.]) (See Laws of 1881, chap. 486, § 3, /fit, p-i84.) § 18. Every violation of this act shall subject the party violat- ^j^^Jfy,*^^ ag to a penalty of five hundred dollars for each violation, which ""* *"='• hall be sued for and recovered in the name of the people, by the listrict attorney of the county in which the company or agent or igents so violating shall be situated, and one-half of such penalty, vhen recovered, shall be paid into the treasury of such county, ind the other half to the informer of such violation ; and in case )f the non-payment of such penalty, the party so offending shall )e liable to imprisonment for a period not exceeding six months, n the discretion of any court having cognizance thereof. The People v. McCann, 67 N. Y. 506. § 19. When any company, transacting the business of insurance .Proceed- mder either of the departments specified in the first section of •=°.'?P*°y his act, within the State of New York, shall desire to relinquish relinquish ts business, the superintendent of the insurance department shall, m application of such company or association, under the oath of he president or principal officer and secretary or actuary, give lotice of such intention in the paper in which the State notices ire directed to be inserted, at least twice a week for six months, when seen .... ritiesto be- ,nd after such publication he shall deliver up to such company or delivered .ssociation the securities held by him, belonging to them, on be- superin- ag satisfied by the exhibition of the books and papers of such ompany or association, and on examination, to be made by limself or some competent person, not officer of any life insur- nce company in this State, to be appointed by him, and upon the athof the president or principal officer and the secretary or actuary f the same, that all debts and liabilities of every kind are paid nd extinguished that are due or may become due upon any con- tact or agreement made with any citizens of the United States, ind the said superintendent may also from time to time deliver 70 INSURANCE LAWS. [1853, c. 463 CHAP. III. Manner of discontinu- ing busi- Charter to continue until re- pealed. Any exist- ing com- pany may avail tliem- selves of this act. May increase capital stock. Parts of acts of 1849 and 1851, repealed. up to such company or association, or its assigns, any portion said securities, on being satisfied in manner and form aforesaid, 0: by any other competent proof, that all the debts and liabilities 0: every kind that are due or may become due upon any contract 01 agreement made with any citizen of this State by said companj or association are less than one-half of the amount of the portioi of said securities he shall still retain. Any foreign life insurance company desiring to discontinue business in this country, and having made the aforesaid publica- tion, may, in the discretion of the superintendent of the insur- ance department, withdraw one-half of its deposits of one hundred thousand dollars, on registering, according to the provisions of law for registered policies, all its outstanding policies, issued to citizens or residents of the United States, and covenanting to maintain un- impaired the reinsurance deposit for such registered policies at all future times, and specially pledging for their security all future premiums payable on American policies. [As amended by Laws of 1859, chap. 263, § I, and by Laws of 1869, chap. 829, § i.j § 20. Every charter created by or under the laws of this State, for the purposes aforesaid, shall continue until repealed. Thomas v. Whallon, 31 Barb. 176. § 21. Any existing company incorporated by or authorized under the laws of this State, for the purposes mentioned in this act, may avail themselves of the provisions of this act, after pub- lishing their intentions for six weeks in the State paper, and ob- taining the consent of the majority of the trustees or directors, and complying with the third section of this act, in relation to the filing and contents of the declaration therein referred to. And any existing company incorporated by or authorized under the laws of this State, or any company formed under this law, to transact the business embraced in the second department of sec- tion one of the act hereby amended, may at any time increase the amount of its capital stock upon the same proceedings being had as are required by a fire insurance company, as provided in chapter four hundred and sixty-six of the laws of eighteen hun- dreci and fifty-three, with the amendments thereto. \As amended by Laws of 1880, chap. 427.] (See Laws of 1853, chap. 466, § ig, ante, p. 24,) § 2 2. So much of the act of April tenth, eighteen hundred and forty-nine, and of April eighth, eighteen hundred and fifty-one, as relate to life insurance, is hereby repealed, but this section shall not affect any company incorporated under such acts. i§ 1-2.] LIFE, HEALTH AND CASUALTY. 71 CHAP. ni. Ij. 1840, Chap. 80 — An Act in respect to insurances for lives for the benefit of married women. Passed April i, 1840. (The amending acts mentioned below cite this act as being entitled "An act for the bene- fit of married women in insuring the lives of their husbands.") * Section i. It shall be lawful for any married woman, by herself, wife may 1 • 1 • 1 /- . • 1 . , , . insure life a.na m her name, or in the name of any third person, with his as- of husband, sent, as her trustee, to cause to be insured for her sole use the life of her husband, for any definite period, or for the term of his natural life ; and in case of her surviving such period or term, ^^^ aWe'to the sum or net amount of the insurance becoming due and pay- f^" ^^^ able, by the terms of the insurance, shall be payable to her to J^^™| ^ and for her own use, free from the claims of the representa- ''^^^ and ' ^ creditors. tives of the husband, or of any of his creditors, or any party or parties claiming by, through or under him. But when the pre- mium paid in any year out of the property or funds of the hus- band shall exceed five hundred dollars, such exemption from such claims shall not apply to so much of said premium so paid as shall be in excess of five hundred dollars, but such excess, with the in- terest thereon, shall inure to the benefit of his creditors. [As amended by Laws of 1858, chap. 187, § 1; ^ Laws of 1866, chap. 656, § I, and by Laws of 1870, chap. 277, § i.J Moehring v. Mitchell, i Barb. Ch. 264 ; McCord v. Noyes, 3 Bradf. 139 ; Durian v. Central Verein, etc., 7 Daly, 168 ; Thompson v. American Tontine Life and Savings Ins. Co., 46 N. Y. 674 ; Barry v. Mutual Life Ins. Co., 49 How, 504; Hull V. Hull, 62 id. 100; Fowler v. Butterly, 53 id. 471, affirmed, S. C, 78 N. Y. 68 ; Barry v. Brune, 8 Hun, 395, af- firmed S. C , 71 N. Y. 261 ; Leonard v. Clinton, 26 Hun, 288. § 2 Any policy in favor of a married woman, or of her and How pou- her children, or assigned in her, or in her and their favor, on "e ^urfen- written request of said married woman, duly acknowledged before ''*"'^' a commissioner of deeds, or other officer authorized to take ac- knowledgments of deeds, in the same manner as required by law, to pass her dower right in lands of her husband, and on the written request of the policyholder may be surrendered to and purchased by the company issuing the same in the same manner as any other policy. And such married woman may, in case she j, h d' have no child or children born of her body, or any issue of any posed of by , . . ' last will or child or children born of her body, dispose of such policy m and deed. by a last will and testament, or any instrument in the nature of a last will and testament, or by a deed duly executed and acknowl- edged before an officer authorized to take ackowledgments of 72 INSURANCE LAWS. [1851,0.95, CHAP. in. ^gg^g^ jjj jjjg g^jjjg manner as required by law to pass her dower right in lands of her husband, which disposition lawfully made shall invest the person or persons to whom such policy shall have been so bequeathed, or granted and conveyed, with the same rights in respect thereto as such married woman would have had in case she survived the person on whose life such policy was issued, and such legatee or grantee shall have the same right to dispose of such policy as herein conferred on such married women. [As amended by Laws of 1858, chap. 187, § 2; by Laws of 1862, chap, 70, § i; by Laws of 1866, chap. 656, § 2, and by Laws of 1873, chap. 821, §x.J Eadie v. Slimmon, 26 N. Y. g; Wilson v. Lawrence, 13 Hun, 238, af- firmed, S. C, 76 N. Y. 585 ; Brummer v . Cohn, 58 How. 239, affirming S. C, 57 id. 386; 6 jAbb. N. C. 409 ; Brummer v. Cohn, 86 N. Y. 11 ; S. C, 62 How. 171 ; De Jorge v. Goldsmith, 46 N. Y. Supr. (14 J. & S.) 131; Smille V. Quinn, 25 Hun, 332 ; Mutual Life Ins. Co v. Terry, 62 How. 325; Leonard v. Clinton, 26 Hun, 288 ; Living v. Domett, id. 150. (See Laws of 1879, chap. 248, | i,/iu', p. 92, as to assignments of policies for benefit of married women.) li. 1851, Chap. 95 — An Act in relation to all companies transacting the business of life insurance ^vithin this State. Passed April 8, 1851. (Tlus act was repealed by { 22, chap. 463 of the Laws of 1853 \anU, p. 70] but such repeat is declared as not affecting companies which have been incorporated thereunder, or under the act of April xo, 1849, chap . 308.) tioo.oooto Section i. Every company or association transacting the busi- ited with ness of life insurance within the State of New York shall, on or troiier. before the first day of August in the year one thousand eight hundred and fifty-one, deposit with the comptroller of this State the sum of fifty thousand dollars, and on or before the first of Feb- ruary thereafter the further sum of fifty thousand dollars in public stocks of the United States, or of this State or stocks or bonds of either of the incorporated cities of this State; and which stocks oi bonds shall be at or above par at the time of such deposit, or in bonds and mortgages on unincumbered improved real estate situate ■within this State and worth at least fifty per cent more than the amount of the mortgage thereon; and the president or agent of everj company shall annex to every mortgage his afiidavit that said mort- gage was made and taken in good faith for money loaned by thf company which he represents to the amount therein named, and that no part thereof has been since paid or returned, and that h« §§ 2-4.J LIFE, HEALTH AND CASUALTY. 73 has reason to believe and does believe that the premises thereby mortgaged are worth at least fifty per cent more than the amount of the mortgage thereon ; and the comptroller shall prescribe such regulations for ascertaining the title and value of such real estate as he may deem necessary : provided, however, that companies or associations established, or which may commence operations in this State by agents or otherwise, subsequent to the passage of this act, shall, before obtaining the certificate re- quired by the act to provide for the incorporation of insurance companies, passed April tenth, eighteen hundred and forty-nine, deposit with the comptroller the sum of one hundred thousand dol- lars, in securities as hereinbefore specified. The People v. New England Life Ins. Co., 26 N. Y. 303. § 2. The comptroller shall hold said stocks, bonds and mort- Money, gages as security for policyholders in said companies, but shall, so held 'and* long as any company so depositing shall continue solvent and shall ™*°»Bed- comply with all the requisites of the laws of this State applicable to such company, permit such company to collect the interest or dividends on its bonds and mortgages or stocks so deposited and from time to time to withdraw any of such securities on deposit- ing with the comptroller other like securities, stocks or mortgages, the par value of which shall be equal to the par value of such as may be withdrawn ; each mortgage so substituted to be also ac- companied with an affidavit as required in the first section; and the comptroller shall prescribe such regulations for ascertaining the title and value of the real estate covered by the mortgage so substituted, as he may deem necessary. The People v. The New England Mutual Life Ins. Co., 26 N. Y. 303. § 3. It shall not be lawful for any person to act within this j^-f^^^ fo. State, as agent or otherwise in receiving or procuring application go^'lgnjes for insurance in, or in any manner to aid in transacting the insur- ance business of any company or association, not incorporated under the laws of this State, until he has procured a certificate from the comptroller, that the company or association for which he acts, has complied with all the provisions of this act ; and for every certificate so obtained the sum of three dollars shall be paid to the comptroller. § 4. Every company or association organized under the laws of Reports to sister States or foreign governments, and transacting the business forS'gn* '''' of life insurance in this State, shall within three months after the <=°'"P»™«s- passage of this act, and on or before the first day of February in 10 74 INSURANCE LAWS. [1851, c. 95 CHAP. III. Affairs to be exam- ined and report pubiislied. Proceed- ings upon report. each year thereafter, furnish to the comptroller, and shall alsc publish in the State paper, daily for two vjeeks, a statement veri fied by the oath of their president or principal officer and a ma- jority of their directors or trustees, shpwing the amount of paid uj capital, and accumulations of which they are possessed, and speci- fying the securities in which they are invested, with the amouni of each ; the number of policies, and the amount of outstanding risks thereon ; the several amounts received in premiums and froni other sources for the current year ; the amount of losses and expenses severally for the same period ; the amount of claims remaining unpaid; the amount of fund reserved for re-insurance; the amount of premium notes held by the company on account oi policies in force ; the amount of premium notes, if any, held on account of policies upon which the risk has terminated ; the whole number of policies issued or continued through their agencies in this State, the amount at risk thereon, and the gross amount oi premiums received therefor in the year preceding their report ; the number and amount of losses paid through their agencies during the same period. § 5. It shall be lawful for the comptroller, whenever he shall deem it expedient so to do, to appoint one or more competent persons, not officers of any life insurance company doing business in this State, to examine into the affairs of any life insurance com- pany incorporated in this State, or doing business by its agents in this State, and it shall be the duty of the officers or agents of any company doing business in this State, to cause their books to be opened for the inspection of the person or persons so appointed, and otherwise to facilitate such examination so far as it may be in their power to do ; and for that purpose the comptroller, or the person or persons so appointed by him, shall have power to ex- amine under oath, the officers and agents of any company relative to the business of said company ; and whenever the comptroUei shall deem it for the interest of the public so to do, he shall pub- lish the result of such investigation in one or more papers in this State. § 6. Whenever it shall appear to the comptroller, from exam- ination made under his direction, that the assets are not sufficient to insure the outstanding risks of any company incorporated ir this State, he shall communicate the fact to the attorney-general whose duty it shall then become to apply to the supreme court foi an order requiring them to show cause why the business of sucl |§ 7-9.J LIFE, HEALTH AND CASUALTY. 75 company should not be closed, and the court shall thereupon pro- ceed to hear the allegations and proofs of tfie 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, the said court shall decree a dissolution of said company and a distribution of its effects, including the securities deposited in the hands of the comptroller. The supreme court shall have power to refer the application of the attorney-general to a referee to inquire and report upon the facts stated therein. § 7. Whenever it shall appear to the comptroller from the report comp- of the person or persons appointed by him, that the affairs of any when'to re- foreign company, as aforesaid, are in an unsound condition, he uficates." shall revoke all such certificates in behalf of such company, and shall cause a notification thereof to be published in the State paper for four weeks, and the agent of such company is, after such notice, required to discontinue the issuing of any new policy. § 8. When any company transacting the business of life insur- Manner of ance within the State of New York, shall desire to relinquish its bus^n^ss. business, the comptroller shall, on application of such company or association, under the oath of the president or principal officer, and secretary, give notice of such intention in the State paper at least twice a week, for six months ; and after such publication he shall deliver up to such company or association, the securities held by him belonging to them, on being satisfied by the exhibition of the books and papers of such company or association and the examina- tion aforesaid, and upon the oath of the president or principal officer, and secretary of the same, that all debts and liabilities of every kind are paid and extinguished, that are due or may become due upon any contract or agreement, made with any citizen of this State. § 9. Every violation of this act shall subject the party violating penalties to a penalty of five hundred dollars for each violation, which shall be sued for and recovered in the name of the people, by the district attorney of the county in which the company or the agent or agent so violating shall be situated, and one-half of the said penalty, when recovered, shall be paid into the treasury of said county, and the other half to the informer of such violation ; and in case of the non-payment of such penalty, the party so offending shall be liable to imprisonment for a period not exceeding six months, in the discretion of any court having cognizance thereof. 76 INSURANCE LAWS. L1860, c. 328. CHAP. III. „ ' , . •, , 1 , § 10. So much of the act passed Apnl tenth, one thousand Repeal. ° , . eight hundred and f9rty-nine, in relation to the incorporation of insurance companies, as is inconsistent with the provisions of this act, is hereby repealed. . li. 1853, Chap. 469— An Act to amend the general law re- lative to the incorporation of insurance companies. Passed June 29, 1853, Mutual nfe SECTION I. Any mutual life insurance company in this State, insurance companies, incorporated previously to the passage of the general insurance jectto law, on the tenth day of April, eighteen hundred and forty-nine, taxation. . ^ . . . • • 1 •/••. shall be subject to taxation in the same manner as if it were incor- porated under said general law, with a capital of one hundred thousand dollars, as required by the sixth section of the said general law. People, ex rel. Mutual Life Ins. Co., v. Board of Supervisors of New York, 20 Barb. 81; id., 16 N. Y. 424. Li. 1855, Chap. 83 — An Act to declare the intention and make more certain an act entitled *An Act to amend the general law relative to the incorporation of insurance companies, passed June twenty-ninth, eighteen hundred and fifty-three. Passed March 24, 1835. Mutual life SECTION I. Any mutual life insurance company, incorporated companies in this State previous to the passage of the general insurance law, -ti[atioV°onon the tenth day of April, eighteen hundred and forty-nine, shal only™" be subject to taxation on the sum of one hundred thousand dollars for personal property and no more ; and it is hereby declared thai such was the intention, and it is the true construction of said acl of June twenty-ninth, eighteen hundred and fifty-three, in regarc to any taxes imposed on said companies after said act took effect. Ii. 1860, Chap. 338 — An Act to amend an act entitlet "An Act to provide for the incorporation of life anc health insurance companies, and in relation to agencie! of such companies," passed June twenty-four, eighteei hundred and fifty-three, and the amendment thereto passed July eighteen, eighteen hundred and fifty-three Passed April 12, 186a, (Sections i and 2, amend Laws of 1853, chap. 463.) i I.] LIFE, HEALTH AND CASUALTY. 77 § 3. Any company organized under the acts to which this is an Lmendment, having first obtained the consent of the superintend- ization of - 1 . - , ... existing :nt of the insurance department thereto in writing, may, by a vote companies. )f a majority of their directors, accept the provisions of this act, )r any of them, and amend their charter to conform with the lame. [i. 1865, Chap. 328 — An Act to amend chapter four hun- dred and sixty-three, of the Laws of eighteen hundred and fifty-three, for the incorporation of life and health insurance companies, and in relation to agencies of such companies. Passed April 8, 1865, (Section i amends Laws of 1853, chap. 463.) § 2. The amount of capital necessary for the organization of a j^„ou„t ^f company under the second department contained in the first sec- ca.pitai and tion of said act, and the deposit of securities required to be made securities ' '^ ^ . required, in the insurance department for the benefit of policy holders, shall hereafter be at least one hundred thousand dollars, in lieu of twenty-five thousand dollars, as heretofore required, and such deposit shall consist of the same securities required of life insur- ance companies. (See Lawsof 1853, chap. 463, §1, ania^ p, 53.) § 3. The annual statements of life, health or casualty insurance ^vnnuai lompanies, incorporated by or organized under the laws of any ^eTto"'b'e 3ther State government, shall hereafter be made on the first day "*''*• Df January of each year, or within sixty days thereafter, and the renewal certificates of authority issued and filed within the same p^^^ ^^^ period. The fees for each certificate of authority, and certified o|"}Jihor* copy thereof, shall be five dollars. "y- (See Laws of 1853, chap. 463, § 14, p. 62, anie, which is modified by this section.) L. 1866, Chap. 843— An Act relating to dividends to stockholders of life insurance companies. Passed April 28, 1866. Section i. It shall be the duty of every life insurance company Report to Drganized under the laws of this State, within sixty days after the tenlelft' passage of this act, to prepare and deposit in the office of the aMdenls superintendent of the insurance department of the State, a report ]^o\S.' jiving a detailed statement of the annual dividends heretofore nade to the stockholders of such company. yS INSURANCE LAWS. [1867, c. 708, OHAP. m. g ^^ g^^j^ ^^p^^j. gj^^jj ^^g ^jj^gj. Q^jj,^ ^jj^ ^)g (July s^orn to by howTn'd the president, actuary and secretary of such company ; and a Hke made.'" ^ report shall hereafter be annually made in like form and manner to said superintendent, at the same time that the annual report is now required by law to be made by such companies. Ii, 1867, Chap. 708 — An Act to authorize life insurance companies to make special deposits of securities in the insurance department, and to authorize the superin- tendent of said department to require special reports of such companies. Passed April 24, 1867. lAs amended by Laws of 1869, chap. 902.*] Additional SECTION I. Any life insurance company, now or hereafter seXrUils^fn authorized under and by the laws of this State to make insurance dTpart-"^^ on lives, may deposit in the insurance department securities of the ™™'" kind and in addition to the amount now required and authorized by law to be deposited by life insurance companies in that de- partment, to any amount not less than twenty-five thousand dol- lars, in the manner and for the purposes hereinafter mentioned. People, ex rel. Stout, v. Chapman, 5 Hun, 225. Securities § 2. The securities deposited by any company under the pro- ferred'io"*" visions of this act shall be legally transferred by it to the superin- tendentin tendent of the insurance department, for the common benefit of '™^'" all the holders of its registered policies and annuity bonds issued under the provisions of this act, and he shall hold the same in Not to be trust for the purposes and objects specified in this act. Said se- curities shall not be alienated from the purposes of said trust, nor transferred, except in the manner hereinafter provided, and such transfer shall only be made by said superintendent under his seal of office, upon the written application, under its corporate seal, of the company making such deposit, or of the receiver of said com- pany appointed as herein provided, and in compliance with the posits. laws of this State relating to such transfers ; provided, that any company hereafter electing to make special deposits, as authorized by this act, shall do so in respect to all policies thereafter issued, * The title to the amending Act, chap, goz, Laws of 1869, is as follows; — "An Act to amend an Act entitled '• An Act to authorize life insurance companies to malce special deposits of securities in the insurance department, and to authorize the superintendent ot said department to require special reports of such companies,' passed April twenty-fourth, eighteen hundred and sixty -seven, and also to provide for the appointment of receivers of such depositing companies in certain cases." Passed May i3, 1869. alienated. \ 3-4.] LIFE, HEALTH AND CASUALTY 7*) id not a portion of them only ; but any company which has ready made such election shall not be required to make special ^posits for all its policies until after the first day of January, ghteen hundred and seventy. Attorney-General v. North America Life Ins. Co., 82 N. Y. 172. § 3. Whenever any such company shall legally transfer to the -^mea iperintendent of the insurance department any amount of said se- pol'Ser"^ irities, not less than twenty-five thousand dollars, said superin- "g'Sed* indent shall issue to said company registered policies of insurance r annuity bonds, of such denominations or amounts as the said ampany may require. Such policies and annuity bonds shall ear upon their face the words " secured by pledge of public stock r bonds and mortgages," with the seal of the said department, ad shall be countersigned by the superintendent or his authorized eputy. § 4. The said superintendent shall, on delivering said policies darges /- • , T r ■ • 1 ^°' policies, r annuity bonds to any of said life insurance companies, charge etc. D said companies, respectively the amount of the net present value f such policies or annuity bonds, valued by the tables authorized y law in relation to life insurance companies, according to the mount and number of premiums paid annually, semi-annually, or uarterly, thereon, and the terms thereof ; but in no case shall the mount of such value exceed in the aggregate the amount of the icurities deposited under the provisions of this act. On the first Annual re- ay of July of each and every year, or within sixty days thereafter, *"™- le said companies shall make a return to the superintendent of le insurance department, under oath of the president and actu- ry, of the exact condition of the registered policies received from le said department, and of the premium account of the said policies nd shall deposit with the said superintendent additional and milar securities, to an amount equal to any increase of value of le policies heretofore issued, and which shall remain in force, alued by the same rule as upon the issue thereof ; and the securi- es thus from time to time deposited, or so large an amount lereof as may be necessary to equal at all times the net value of ;1 the outstanding registered policies and annuity bonds of said jmpanies, shall be held by said superintendent, in trust as afore- lid, until the obligations of said companies under the said regis- :red policies and annuity bonds shall, to the satisfaction of the lid superintendent, be fully liquidated, canceled or annulled ; gt> DfSHRANCE LAWS. [1867, cjo^ ^^^ ™^ bat notfaing in this act sasU be constriKd as inqtlyiiig any ofal^ tion eriiiten.deiit ^lall direct, with duplicate onpnak of die same Regisn- dniy signed. On their rr>:eitc by the saperiutendient he diafl ri ca^ise diem to be duly registered in proper books kept for that jpcr- pose, in consecntire nnmbess QHre^wnidTrg to the nomhers on said ptjicies and bonds: diall cause his name or the name of te deputy to be iascrir^ed en the policies and bands, and aSx Ae seaJ of the departmait to die same, and shall renm the anginal paft des to die said depDsitinz coaqwaies, re^jectirely. The er peases necsssarZyincnrred in regbterin^ connterggning and serf ing tiie said c .. . also state the fact whether its capital is impaired, and, if so, how To be filed much ; such statement shall be filed in the office of the county- clerk's clerk of the county where such agent resides, and shall be pub- o£Qc6 where • agent re- lished in at least one newspaper, if a newspaper be therein pub- to be Kshed, at least six successive weeks after the filing of such state- ^" '^ ° ' ment as aforesaid ; the first statement shall be filed in the month To be pro- of January next, and such statement shall be procured annually anarpni>-'°'^ and filed and published in each and every succeeding month of nuaUyf"" January thereafter as long as such agency continues, and no com- pany incorporated by other States shall transact business in this State unless possessed of the amount of actual capital required of companies formed under the provisions of this act. Nor shall it Provisions ,,,_■ ,, , ... respecting be lawful for any agent or agents, hereafter to be appointed, of companies . , , . . formed by any company incorporated by any foreign government, other than govern- the States of this Uhion, for the purpose of insurance, to transact the business of insurance in this State without procuring a cer- tificate of authority from the superintendent of the insurance department ; such agent or agents having previously furnished evidence, to the satisfaction of the superintendent of the insurance department of the State, that such company has in- vested in the stocks of this State, or of the United States, an amount equal to the amount of capital or security required by this act, and such stocks are held in trust by citizens of this State for the benefit and security of such as may effect insurance with him or them. And the agent or agents, furnishing satisfactory evi- dence as aforesaid, shall be entitled to a certificate thereof from St t me ts ^^ superintendent of the insurance department aforesaid. The andevi- statements and evidences of investments required by this section dences ot •% j invest- shall be renewed from year to year, in the month of January in ments to be ' j j j j j renewed each year, and the superintendent of the insurance department, on being satisfied that the capital, securities and investments re- cerUficates main secure as at first, shall furnish a renewal of certificates as fSmShed. aforesaid ; and the agent or agents obtaining such certificates shall file the same, together with a copy of the statements on § 8.] MARINE INSURANCE COMPANIES. mjt CHAP. IV. which It was obtamed or renewed, in the office of the clerk of the certificates county in which such agency shall be established, and shall cause l^tements^ the same to be published in at least one newspaper published in '° ''* ^'*'^' such county. Any violation of the provisions of this section shall subject the party violating to a penaJty of five hundred dollars for each violation, which shall be sued for and recovered in the name pf,^^■^^ f^^ of the people by the district attorney of the cousnty in which the violating r c J J J provisions agent or company so violating shall be situated, and the said pen- of this alty when recovered shall be paid into the treasury of said county: Provided, that all companies incorporated by any government other Proviso, than the States of this Union, which may have appointed such agent or agents before the first day of March, one thousand eight hundred and forty-eight, may hereafter appoint a new agent or agents in the case of the death, resignation or removal of an agent or agents previously appointed. The term agent or agents Meaning o£ used in this section shall include an acknowledged agent or sur- agent™ veyor, or any other person or persons who shall in any manner aid in transacting the insurance business of an insurance com- pany not incorporated by the Laws of this State. \As modified by Laws of r853, cha^. 463, § 22, and by Laws of 1859, chap. 366, §§ 3 and 8.] Mutual Benefit Life Ins. Co. v. Davis, 12 N. Y. 569. (See Laws of 1880, chap. 4=8, /«rf, p. 131.) § 8. It shall be lawful for any company organized under this CJapitai or act to invest its capital, or the funds accumulated by its business, invested. or any part thereof, in bonds and mortgages on unincumbered real estate within the State of New York worth fifty per cent more than the sum loaned thereon, and also in the stocks of this State or of the United States, and also in any or all stocks or bonds of either of the incorporated cities of this State, and which stocks or bonds shall be at or above par at the time of such investment, and to lend the same, or any part thereof, on the security of such stock or bonds ; and any company organized for the purpose of marine insurance may, in addition to the foregoing, loan their funds on bottomry and respondentia, and change and re-invest the same as occasion may, from time to time require; but^^^'^^' any surplus accumulation over and above the capital stock nested. of any such company may be invested in or loaned upon the pledge of the public stock of any one of the United States, or the stock, bonds, or other evidence of debt of any institution incorporated under the laws of this State, except their own stock: INSURANCE LAWS. [1849, c. 308, OHAP, IV. p^^^g^^ ^jjg^j. (.]jg current market value of such corporate stocks, bonds, or other evidence of debt, shall be, at the time of the loan thereon, at least ten per cent more than the sum so loaned thereon: Proviso. Provided, however, that any permanent or reserved fund, estab- lished or created by such company,' shall be invested in the same manner as capital stock is required to be, except that the restric- tion as to the securities being at par shall not apply thereto. \As amended by Laws of 1857, chap. 469, § i.J Mann. v. Eckford's Executors, 15 Wend. 502 ; Fulton Bank v. Benedict, I Hall, 480 ; Berry v. Yates, 24 Barb. 199 ; Sands v. St. John, 36 id. 635 ; People V. Rensselaer Ins. Co. ,38 id. 323; Matter of World's Safe Ins. Co., 40 id. 499 ; Farmer's Bank v. Maxwell, 32 N. Y. 582. (See Laws of 1875, chap. 423, jiost, p. 179.) Real estate § 9. No company organized by or under the provisions of this > purchased, act shall be permitted to purchase, hold and convey real estate, veyed ex- excepting for ■ the purposes and in the manner herein set forth, cept for cer- tain pur- to Wit: mTcertoin I. Such as shall be requisite for its immediate accommodation in the transaction of its business ; or, 2. Such as shall have been mortgaged to it in good faith, by way of security for loans previously contracted, or for moneys due, or, 3. Such as shall have been conveyed to it in satisfaction of debts previously contracted in the course of its dealings ; or 4. Such as shall have been purchased at sales upon judgments, decrees or mortgages obtained or made for siich debts ; and it shall not be lawful for any company incorporated as aforesaid to purchase, hold or convey real estate in any other case or for any other purpose ; and all such real estate as may be acquired as aforesaid, and which shall not be necessary for the accommodation of such company in the convenient transaction of its business, shall be sold and disposed of within five years after such company shall have acquired title to the same, and it shall not be lawful for such company to hold such real estate for a longer period than that above mentioned, unless the said company shall procure a certifi- cate from the superintendent of the insurance department, that the interests of the company will suffer materially by a forced sale of such real estate, in which event the time for the sale may be extended to such time as the superintendent of the insurance department shall direct in said certificate. \As modified by Laws of 1859, chap. 366, §§ 3 andZ.\ (See Laws of 1872, chap. 146, as amended by Laws of 1875, chap. 119, post, p. 228 1 and Laws of 1882, chap. 290, post^ p. 335.) §§ lo, II.] MARINE INSURANCE COMPANIES. 103 § 10. In addition to the foregoing provisions it shall be the duty of the corporators of any and every company organized under this nianne^"of act, to declare in the charter which is herein required to be filed, corporate the mode and manner in which the corporate powers given under te^lciared and by virtue of this act are to be exercised, the mode and manner '" '=''"'^''- of electing trustees or directors, a majority of whom shall be citi- zens of this State, and the filling of vacancies, the period for the commencement and termination of its fiscal year, together with the amount of capital to be employed in the transaction of its business. But any mutual company that heretofore has been, or hereafter jj^j^^i may be organized under this act, may issue policies, providing that ^™^s°„g^ the assured in such policies shall not participate in the profits of policies in ■^ . . . . certain such company, and that in lieu of scrip, the said company may cases, stipulate for, and take a net premium, or may make a cash de- duction from the premiums paid on such non-participating policies, though such mode and manner of doing business may not be de- clared in the charter of such company. [^As amended by Laws of 1867, chap. 574, § I.] Thomas v. Achilles, i5 Barb. 491 ; Devendorf v. Beardsley, 23 id. 656 Hyatt V. McMahon, 25 id. 458 ; White v. Coventry, 29 id. 309 ; White v. Ross, 15 Abb. Pr. 66. (Any company organized under a special charter may avail itself of the privileges granted under the preceding section, any thing in its charter contained to the contrary notwith- standing. [^0zi/f ct/* 1867, f^o^. 574, §2.]) § II. The charter thus filed by the corporation shall be exam- d^j^gy (^ ined by the attorney-general, and if found to be in accordance jjfg^^^™" with the requirements of this act, and not inconsistent with the attorney- ^ ' ^ general. constitution or laws of this State, he shall certify the same to the superintendent of the insurance department of this State, and the said superintendent shall thereupon cause an examination to be Examin- made, either by himself or by three disinterested persons specially Sade by"* appointed by him for that purpose, who shall certify under oath fendentor that an amount equal at least to the amount specified in the fifth sionSs^ section of this act, if it be a stock company, has been paid in and is possessed by it in money, or in such stocks and bonds and mort- gages as are required by the eighth section of this act ; or if a mutual company, that it has received and is in actual possession of the capital, premiums or engagements of insurance as the case may be, to the full extent required by the fifth section of this act ; such certificates shall be filed in the office of the superintendent of the insurance department, whose duty it shall then be to furnish the corporation with a certified copy of the charter and certificates 104 INSURANCE LAWS; [1849, c 308, OTT A T* TV" ' aforesaid^ which, upon being filed by them in the office of the clerk of the county in which their company is to be located, shall be their authority to commence business and issue policies, and the same may be used in evidence for or against said corporation, [As modified by Laws of 1853, chap. 463, § .22, arid by Laws of 1859, chap. 366.] Shaughnessy v. Rensselaer Ins. Co., 21 Barb. 605 ; Jones v. Dana, 24 id. 395; Williams v. Babcock, 25 Id. log; Hyatt v. McMahon, id. 457; Hart V. Achilles, 28 id. 576 ; White v. Coventry, 2g id. 305 ; Howland v. Edwards, 33 id. 433 ; Hyatt v. Esmond, 37 id. 601 ; Matter of World's Safe Ins. Co., 40 id. 499; Cooper v. Shaver, 41 id. 155; Chase v. Lord, 77 N. Y. I ; S. C.,6 Abb. N. C. 258. By-laws § 12. The corporators or the trustees or directors, as the case SlSe^^ may be, of any company organized under the provisions of this act, shall have power to make such by-laws, not inconsistent with the constitution or laws of this State, as may be deemed necessary for the government of its officers and the conduct of its affairs. Devendorf v. Beardsley, 23 Barb. 656 ; Jackson v. Roberts, 31 N. Y 31a. Annual § 13. It shall be the duty of the president or vice-president and to be made secretary of each marine insurance company, incorporated by or lished. organized under any law of this State, annually on the first day of January, or within one month thereafter, to prepare, under their own oath, and deposit in the office of the insurance department, a statement of the condition and affairs of such company, for the year ending on the thirty-first day of December* then next pre- ceding, exhibiting the total amount of premiums received and the total amount of losses paid and ascertained, including expenses during the year ; also the amount of debts owing by the company at the date of the statement, and the amount of claims which then exist against the company for losses accrued, showing what amount of such claims for losses is payable on demand, what amount thereof is considered fair or legal, the payment of which has not ^nua?*^ °*^then matured according to the contract, and what amount thereof is statement, j-gsisted on account of alleged fraud, or for which the company do not consider themselves legally liable; also a statement of the securi- ties representing the capital stock and all the funds of the company, and also whether any of the securities held or owned by such com- pany are considered bad or doubtful, and if so, specifying the amount * See sec. 2, of chap. 326, Laws of 1861, with reference to authority conferred on in- surance companies, to change the date of the termination of their fiscal year to thejist day of December. Ante, p. 7. § 13.] MARINE INSURANCE COMPANIES. 105 • - CHAP ty of such secunties and the gross amount of outstanding risks thereon ; and exhibiting also the assets and liabilities of the company, its in- come and expenditures during the year, scrip issued and redeemed, and other miscellaneous items, in such form and manner as shall, from time to time, be prescribed by the superintendent of the insur- ance department. The statement herein provided for shall be in lieu of all statements now required to be made or published, by any existing law or provision. The superintendent of the in- p^^^ ^^ surance department may, from time to time, make such changes l^'Jg^gnt in the form of said annual statements as shall seem to him best ^^^g^ adapted to elicit from the said companies a true exhibit of their condition, situation and affairs. It shall be the duty of the super- , ^ , . , , . ^ . Informa- intendent of the msurance department to cause the mformation tion con- contained in such annual statements to be arranged and commu- annual nicated to the legislature with his annual report. If, upon due exam- to be com- ination, it shall appear to the superintendent of the insurance de- to the leg- partment that the losses and expenses of any stock company dur- ing the year have exceeded the premiums, and in consequence defidency, thereof the capital of such company has become deficient, or from to "i'*'"*^ any other cause has become impaired to the extent of twenty-five uniess'de^ per cent, it shall be the duty of the said superintendent of the in- paid°fZ '* surance department to direct the officers of any such company, within sixty days, to proceed to wind up its business, unless within that time the stockholders thereof shall pay in the amount of such deficiency. Any company receiving such requisition from the su- ^^^^ ^^^^ perintendent of the insurance department shall forthwith call upon ^° ^^ '^g^^_ its stockholders for such amounts as will make its capital equal holders, to the amount fixed by the charter of the said company ; and in case any stockholder of such company shall refuse or neglect to pay such call, after notice personally given, or by advertisement in such time and manner as the superintendent of the insurance department shall approve, it shall be lawful for the said company to require the return of the original certificates 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 proportion that the ascertained value of the funds of the said company may be found to bear to the original capital of the said company ; the value of such shares for which new certificates shall be issued to be ascertained under the direction of the super- intendent of the insurance department and the company paying for the fractional parts of shares ; and it shall be lawful for the 14 ^°6 INSURANCE LAWS. [1849, c. 308, CHAP. IT. directors of said company to create new stock, and dispose of the same, and to issue new certificates therefor to an amount sufficient reaOTsIn- ^° make up the original capital of the company. And it is hereby Uabie"^'^'' declared that, in the event of any additional losses accruing upon new risks taken after the superintenaent of the insurance depart- ment 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 exam- S'eps to be ination, it shall appear to the superintendent of the insurance de- deficiency 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 organizationyifj has become deficient, or from any other cause has become im- paired, it shall be the duty of the superintendent of the insurance department to direct the officers of such mutual insurance com- panies 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 wiien'per- ^11 damages occasioned by such neglect to any person or body Uabie.^ corporate which may be injured thereby. Any transfer of the Transfer of stock of any stock Company organized under this act shall not re- nouo re-°° lease the party making the transfer from his liability which may }fabfiity"° have accrued previous to the transfer. [As amended by Laws of SfakTng the 1864, chap. 425.] same. Hurlbut v. Carter, 21 Barb. 221 ; Williams v. BaBcock, 25 Id. 109 ; 15 Abb. N. S. 363 ; Rowland v. Edmunds, 33 Barb. 433 (See Laws of 1852, chap, 123,^(7^/, p. 112.') Provision § 14. Any existing joint-stock company incorporated by this existing State for the purposes mentioned in the first section of this act, joint-stoclc , and mutual may, at any time after notice being given for three months m a companies. , ^. , , . newspaper published in the county where such company is loca- ted of such intention, and with a written consent of a majority of three-fourths in amount of its stockholders, or if a mutual com- pany with the unanimous consent of its trustees, extend its orig- Existing inal charter to the time specified by the provisions of this act by and muttiai altering or amending the same, so as to accord with the provisions may^'extend of this act, and filing a copy of the same so altered or charter. amended, together with a declaration under its corporate seal, signed by its president and directors, of their desire for such ex- tension, and also the written consent of three-fourths of its stock- §§ IS-I8.] MARINE INSURANCE COMPANIES. 107 holders, and the unanimous consent of the trustees as aforesaid to ^^^^' ^^' such extension, in the oflSce of the superintendent of the insurance department, and upon the filing of such consent, declaration and proceed- charter, the same proceedings shall be had as are required by the su|h°ei- eleventh section of this act, and any of the mutual [marine] in- '«°^'°°' surance 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 proceed- ing in accordance with and conforming their charter to the pro- visions of this act. [As modified by Laws ^1853, chap. 463, §22 ; by Laws of 1853, chap. 466, § 28, and by Laws of x^^^Tii chap. 528, § i.] Hyatt V. McMahon, 25 Barb. 458 ; People v. Rensselaer Ins. Co., 38 id. 323- § i^ . All charters formed or extended under this act shall be Duration ot 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. log ; 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 under this act, against any of its members or stockholders, for any mai'nuined. cause relating to the business of such corporation ; also suits at law may be prosecuted and maintained by any member or stock- holder 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. Hud- son 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. § T7. 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 re- -, .. ri*j ■ Vised Stat— shall be subject to all me provisions of the revised statutes m re- utes. lation to corporations, so far as the same are applicable. Chase v. Lord, 77 N. Y. i ; S. C. 6 Abb. N. C. 258. § 18. No company formed under this act shall, directly or in- Restriction ° r J , ,,- J as to trade. 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 io8 INSURANCE LAWS. [1849, c. 308, CHAP. IV. be made. insured, and selling the same, nor be construedto prevent a purchase and resale of prop- erty under judicial process or otherwise, in which, or in th^ proceeds of the sale of which, such company maybe interested, by reason of having previously become insurers of tbe same, or of some share or portion thereof. [Laws of 1867, chaf, 442, § 1.] ) Corpora- § 19. .The trustees and corporatorg of any company organized liable. 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 cer- tificate 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 insolveni,. 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. i ; S. C, 6 Abb. N. C. 258 ; Rev'g 16 Hun, 369. whennouo § 2°- No dividend shall ever be made by any company incor- porated 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, § i.] Howland v. Edmonds, 33 Barb. 438 ; 3 Abb. Ct. App. Dec. 423. Marine § zi. It shall be lawful for any mutual company established or companies to be established in conformity with the provisions of the fourth cash capital scction of this act for the purposes of marine insurance, and having cases. 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 mem- bers 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 \>e ^^^^ capital, and a participation in its profits ; but no such interest invested, gjjg^jj ^jg pg^j^j gxcept out of the actual profits of such company, and no company shall avail itself of the provisions of this section until Subscribers ^^^^ ^^^^ Capital, to the extent of at least one hundred thous- iyliabie*^" and dollars, shall have been actually paid in, in cash"; and the subscribers to such cash capital, whether payable in full or by in- stallments, shall each be individually liable for the debts of said company to the extent of his individual subscription, or such pro- portion thereof as shall be required in order to satisfy the debts of said company, unless he shall have paid his subscription in full, §§ 22-23.1 MARINE INSURANCE COMPANIES. 109 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 be^iiSJie" 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 J° "^tfons. 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. (Tfaisact sbaJltake 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 ornow pending and in progress for the purpose of uaiting a cash capital to the other funds tiiereof. \Laws of -lZ^t ., chap. 38, § 3.J) 8 2 2. Any mutual insurance company heretofore incorporated Mutual ° ■' ^ ■' ^ marine in- by the State, and now in operation, having power to effect marine surance insurance, and having its place of business in the city of New in opera- York, may increase its capital or fund on the amount of accumu- doing busi- ness in lated net profits which it is permitted to retain for the benefit and New York /■ • 1 1 1 ■ 1 1 11 -1 1 "^''y author- security of Its dealers to any amount which shall be deemed ex- ized to in- pedient 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 writ- said company affixed thereto by a resolution of the board of trus- to'be file™ tees 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 pro- visions 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.] § 23. It shall be the duty of the superintendent of the insurance superin- department, whenever he shall deem it expedient so to do, to ap- appoint one point one or more persons, not officers of any insurance company per?o°nlto doing business in this State, to examine into the affairs of any |ff|"f *f marine insurance company incorporated in this State, or doing Slurpee 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 iio INSURANCE LAWS. [1849, c. 308, CHAP. IV. ^^.^ g^^^^^ ^^ ^^^^^ ^j^^.^ books to be opened for the inspection of ppenid fo/ the person or persons so appointed, and otherwise to facilitate o/elLiln- 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 ex- amination, or the person or persons so appointed by him, shall Officers and have power to examine, under oath, the officers and agents of ma^be any company or others relative to the business of said company; Snd™otth. and whenever the said superintendent shall deem it for the inter- Resuit of est of the public so to do, he shall publish the result of such in- tiI7nTw!ien vestigation in one or more papers in this State ; and whenever Ushed?"''" it shall appear to the said superintendent from such examination, When that the assets of any company incorporated in this State are in- t^etSlld, sufficient to justify the continuance in business of any such com- E[|s''may pany, or in case of a joint stock-company that its capital is ciol'e^up" impaired twenty per cent, he may direct the officers thereof to the com-°^ require the stock-holders to pay in the amount of such deficiency pany. 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 requir- ing 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 as- sets and funds of said company are not sufficient, as aforesaid, or „ that the interests of the public so require, the said court shall de- When dis- ^ solution of cree a dissolution of said company and a distribution of its effects. company to be decreed The Supreme court shall have power to refer the application of by supreme . . . , 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 any stockholder of such company shall refuse or neglect to pay the amount so called for, after notice personally given or by ad- vertisement, in such time and manner as the said superintendent shall approve, it shall be lawful for the said company to require Action had the return of the original certificate of stock held by such stock- of stock^ holder, and in lieu thereof to issue new certificates for such num- pay ISount ^^^ °f 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 § 23-] MARINE INSURANCE COMPANIES. iii OHAP. IT. 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 com- Y^^^^ directors pany to create new stock and dispose of the same, and to issue authorized . to create new certificates therefor, to an amount sufficient to make up the ""ew stock, original capital of the company. And it is hereby declared that in the event of any additional losses accruing upon risks taken af- ter 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 in- tent of such loss. And if, upon such examination, it shall appear to uabiel^' ^ 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 ctStng™"in in business, it shall be his duty to proceed in relation to such jS'jSn^ company in the same manner as is herein required in regard to pantes?""' joint-stock companies ; and the trustees or directors of such com- when pany are hereby made personally liable for any losses which may mutSS'^ °^ be sustained upon risks taken after the expiration of the period peSonaiiy limited by the said superintendent for filling up the deficiency in ^'''*" the capital, and before such deficiency shall have been made up. Any transfer of the stock of any company organized under this Jock^dm--"^ act, made during the pending of any such investigation, shall not ga^jon^no't release the party making the transfer from his liability for losses p°erson*^^ which may have accrued previous to the transfer. And whenever it gamSr'^^ 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 tion, he shall revoke the certificates granted in behalf of such com- Behalf of ' , ° companies panv, and shall cause a notification thereof to be published in the n°' ""=oj- r J J A porated by State paper for four weeks ; and the agent or agents of such com- laws of this . . , . state re- pany shall not, after such notice, issue any new policy and shall voked. not renew any previously issued. [ TMs section added by Laws of 1866, chap. S77.] 112 INSURANCE LAWS. [1857, c. 28, CHAP. IT. 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 i, 1852. Agencies SECTION I. It shall and may be lawful for any marine insurance established company, to be organized pursuant to the provisions of the said umte°d act hereby amended, to establish and maintain one or more agencies States. ^ • /• • 1 1- 1 1 ■ beyond the United States, for the transaction of its lawful busi- ness, 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. L. 1857, Chap. 28 — An Act in relation to marine mutual Insurance companies, incorporated under special char- ters or under general laws. Passed February i6, 1857. Marine SECTION I. Any marine mutual insurance company heretofore insurance ' . , . companies chartered by the legislature of this State under a special act, or authorized . , . . j l ■ i_ to create any marine mutual insurance company now incorporated, or wnicn. capital. may hereafter be incorporated under any general act or law of this State, shall have power to create or unite with its existing cor- porate 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 how trans- 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 vided. ~ 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 proper- S ,-, ss 3-4-] MARINE INSURANCE COMPANIES. 113 CHAP IV 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 remain- der 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 companr from the computation of premiums entitled to participate in such S^^* 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, smpius or and be liable for any excess of losses and expenses above the J^" 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. \Mienever the cash stock paid in shall amount to three hnn- oertiSaaes dred thousand dollars or more, the trustees may, by the vote ofSi'a^ 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 con- ditions 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. § 4. The holders of the- cash capital paid in shall be entitled Holders of to one vote at all elections of said company for each share of said emitii^^ stock held by them respectively, such votes to be given either inioreadi 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 15 [4 INSURANCE LAWS. [1867, c. 442. '^^^' ^^' otherwise provided for in the articles of subscription to the said cash capital, ands or § 5. It shall not be lawful for such company, except as provided "belp"* in the third section of this act, to agply any of its funds or profits decern to the redemption or payment of any certificate of profits, if by irtificates. ^^^^ payment the aggregate of its cash capital, and its accumu- lated profits together, shall be reduced below the amount which shall have been fixed by its by-laws or articles of association, and mount of such aggregate amount shall not be fixed below the sum of one ;^lf and million of dollars in addition to the amount of the cash stock thereof, ibscnbers § 6. Each subscriber to the cash capital aforesaid shall be indi- lilble.'''" vidually 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, ct, how to § 7- This act shall not be so construed as to extend or prolong rued"' 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. Jj. 1867, Chap. 442 — An Act to further amend the act for the incorporation of insurance companies. Passed April ig, 1867. barters of (SECTION I construes § 18 of chap. 308, Laws of 1849, ^^^ i^ utual or . , . , , . , -v ock insur- inserted with that section, ante, p. 107.) mies may § 2. Any mutual or stock insurance company incorporated by Tuded. 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 re- ferring 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 igsto^be ^^^ comptroller ; and the superintendent shall further inquire, and ad thereon jf go f ound, certify that such consent, after due notice has been regularly given, and that such company is in the active prosecu- tion of its business, and is in a safe and proper condition to con- § I.] MARINE INSURANCE COMPANIES. 115 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 or privileges maybe extended by this act, shall at all times be '"ct to^sup- fully under the inspection and supervision of such superintendent, ^'■^'='°'' °^ 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, (See note under Laws of 1849. chap. 308, p. 97, ante,) J supenn- tendent. Ij. 1873, Chap. 614 — An Act to authorize marine insur- ance companies to declare extra dividends in certain cases. Passed May 24, 1873. Section i. If any marine insurance company organized under sums the laws of this State, having paid a loss, shall receive a sum from'The derived from the Geneva award, by way of re-imbursement of awardf that loss, it shall be lawful for such company to divide the net dfrtded. * 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. ii6 INSURANCE LAWS. [1881,0.471, CHAP. IV- li. 1880, Chap. 222 —An Act to enable marine Insurance companies Incorporated under the Laws of this State to amend their charters. Passed May 8, 1880, jj Section i. Any marine insurance company incorporated under chkrter ^^^ '^^* °^ *^^^ ^'-^'-^ "^^^ amend its charter so as to enable, it to transact all such business as can be transacted by marine insurance companies in conformity with the laws of this Proceed- State, by filing in the office of the superintendent of the insurance department a copy of its charter as amended with the written consent of three-fourths, in amount, of its stockholders, if a joint- stock company, or if a mutual company, with the written consent of two-thirds of its trustees or directors, and if the said superin- Certificate tendent shall find that such company is in the active prosecution provai. of its business, then on filing the certificate of approval of said superintendent, and the written consent of the attorney-general in the office of said superintendent, it shall be lawful for such corn- copy of pany to transact business under its charter as so amended. Said charteAo Superintendent shall thereupon deliver to such company a certified ere/by' copy of Said amended charter and of said last-mentioned certificate tendemto ^.nd consent, which, on being filed in the office of the clerk of the company, county where said company is located, shall be its authority to transact business and issue policies ; and such certified copy of said amended charter and of said certificate and consent may be used in evidence for or against the said company with the same effect as the originals. li. 1881, Chap. 471— An Act to regulate the charges of marine insurance companies upon the canals of this State. Passed June 6, i88i. bfsSiowed Section i. No marine insurance company, whether foreign or fi3r'a"ente'^ domestic, taking risks and insuring property in transitu upon the Hmited to canals of this State shall demand or receive upon any policy of centum of insurance issued hf them for that purpose for the premium of such premium. . •' ' ^ insurance policy any sum of money as compensation therefor, which shall include in any case over fifteen per centum thereof, as the price or remuneration of agents of such company for the busi- ness of obtaining such insurance in any capacity whatever, on a salary or commission ; and such insurance companies are hereby forbidden to pay beyond the amount of fifteen per centum of the §§ 2, 3.] MARINE INSURANCE COMPANIES. 117 premium received on account of any such policy so as aforesaid issued, and no part of the eighty-five per centum of said premium retained by said companies shall be paid to any one, except to the regular officers of said company for the benefit of the company it- self, and no shipper or middleman or other person shall, either directly or indirectly, be paid or receive any portion of such pre- mium. § 2. In all returns to the superintendent of the insurance de- verified partment now required by law, the insurance companies men- g|'"™ g°^_ tioned in the first section of this act shall verify under oath to such ^'•fh'tJij superintendent, in such form as said superintendent may prescribe, *■='■ that said insurance company has performed and fully carried out the provisions of this act. § 3. The attorney-general, upon information from the superin- Proceed- tendent of the insurance department, or upon the complaint ofattorney- / . . general any mdividual ( givmg security to be approved by the attorney- against _ companies general for the payment of any costs or expenses on the part of violating the State in such case), may proceed against any insurance com- pany violating the provisions of this act, and upon conviction of such violation, the court before whom such proceedings are had may, in its discretion, decree that such company, if foreign, shall no longer be entitled to take risks, or receive premiums, or issue policies within the limits of this State ; and in case such company is organized under the laws of this State, the same shall be de- clared dissolved and no longer capable of exercising the power of insurance ; or such court may punish such companies by a fine of not less than five hundred dollars or more than five thousand dol- lars ; and in case of such fine being the judgment of and imposed by the court, the same shall be paid into the State treasury for the benefit of the general fund of the State ; and, until such fine is paid, such insurance company, whether foreign or State, shall be absolutely prohibited from taking any premiums or issuing any policies within this State. CHAPTER V. FOREIGN INSURANCE COMPANIES AND COM- PANIES OF OTHER STATES, DOING BUSINESS WITHIN THE STATE.* PAGE, 1849, Ch. 178 — Insurance I)y iudiyidnals and associations un- authorized by law 120 Sec. I. Tax on premiums ; payable to fire department, New York. 2. Insurance by certain agents ; when to be effected. 3. Penalty for not executing bond 4. Repealed. 5. Sections one, two and three to apply to every city and village having fire department. , 6. Repeal. 1857) Ch. 548 — Tax npon premiums 122 Sec. I. Certain laws ; so far as they relate to New York city repealed ; companies subject to taxation. 2. Effect of repeal. 1861, Cli. 334 — Annual statements 123 Sec. I. Foreign companies to make annual statements. 2. Penalty for neglect, or refusal. 1865, Cli. 199 —When statement to be filed 123 Sec. I. Amends L. 1853, Ch. 466. 2. When foreign companies are to file their annual statements. 1 866, Ch. 694 — Deposit of securities and payment of fees, etc . . . 1 24 Sec. I. Deposit of securities and payment of fees, fines, taxes, etc., required of companies of other States in certain cases. 1866, Ch. 298 — Restoration of securities 124 Sec. I. Restoration of securities held in trust for Foreign Life Ins. Cos. 1866, Ch. 825 — Tax on premiums 125 Sec. I. Taxes on premiums when paid ; upon what premiums taxes are payable. 1871, Ch. 888 — Foreign Are insurance companies 126 Sec. I. Limit of insurance by foreign company. 2. Capital of, what shall be considered ; to be vested in trustees approved by superintendent ; investments. 3. Amount of capital, how determined. *The insurance legislation of New York, with a single exception (chap. 484, Laws of t88i, § 2, posi^ p. i33)j and the usages of the insurance department, carefully discriminate between the companies of other States and those of foreign countries, never designating the former as *' foreign corporations.'* FOREIGN INSURANCE COMPANIES. 119 Sec. 4. Trustees, how appointed; may be examined on oath. CHAP. v. 5. Certificate required. 6. Restrictions as to reinsurance 7. Capital subject to taxation. 8. Supervision of superintendent ; examination of affairs of ; cer- tificate, for what revoked. 9. Penalties. 10. What included in this act. 1875} Ch. 465 — Tax upon premiums 129 Sec. I. Agents of non-resident companies to pay two dollars on the hundred to fire department. 2. Agents to give bonds. 3. Penalty for doing business without giving bond ; penalty, how collected, apportioned and paid over ; penalty for neglect ; forechan of fire company may sue for penalty; offenses here- tofore happening. 4. Act not to apply to New York and Albany. 5. Repeal. 1880; Ch. 428 — Foreigrn fire and marine insurance companies. . 131 Sec. I. Conditions upon which foreign fire and marine companies may be admitted to do business in this State; agreement not to remove causes into United States courts. 2. Agreement not to do certain business. 3. Penalty for violation of this act. 4. Where actions may be brought. 1 881; Ch. 484 — Beal estate held by foreign insurance companies. .133 Sec. I. Laws relating to holding, etc., of real estate by insurance com- panies organized in this State, to apply to companies of other States. 2. Supervision of such foreign companies. 1882, Ch. 235 — Fnhlication of statements by superintendent.. 133 Sec. I. Only assets for protection of policyholders in United States to be credited in published statements and reports. 2. When certificates to be revoked. 3. Repeal. 1882, Ch. 371 — Taxes on foreign marine insurance companies. . 134 Sec. I. In collecting tax from foreign marine insurance companies, superintendent to credit other taxes paid by companies. 1882, Ch. 410 — Taxes in New Torli city on foreign Are insur- ance companies 135 Sec. 522. Corporation liable to taxation. 523. Moneys paid to fire department by insurance companies, etc. 524. Account of premiums. 525. Undertaking. 526. Renewal of undertaking. 527. Penalty for not executing undertaking. 528. Demand for accounts. 529. Place of business to be reported. 530. Suits for violations. 531. Arrest of defendant in action to recover penalty. INSURANCE LAWS. [1849, c. 178, CHAP. T. Jj. 1849, Chap. 1 78 — An Act farther to amend the acts in relation to Insurances on property in this State made by individuals and associations unauthorized by law. Passed March 30, 1849. Tax on SECTION I. There shall be paid' to the treasurer of the fire de- ply™bi?to partment of thfe city of New York, for the use and benefit of said ment,^&ew fire department, on the first day of February in each year, by every person who shall act in the city and county of New York, as agent for or on behalf of any individual, or association of in- dividuals, not incorporated by the laws of this State, to effect in- surances against losses or injury by fire in the city and county of New York, although such individuals or associations may be in- corporated for that purpose by any other State or country, the sum of two dollars upon the hundred dollars, and at that rate, upon the amount of all premiums which during the year or part of a year, ending on the next preceding first day of September, shall have been received by such agent or person, or received by any other person for him, or shall have been agreed to be paid for any insurance effected or agreed to be effected or promised by him, as such agent or otherwise, against loss or injury by fire in the city and county of New York. People V. Iralay, 20 Barb. 68 ; Fire Department of New York v. Noble, 3 E. D. Smith, 440. (See Laws of 1866, chap. 825, ^osi^ p. 125, and Laws of 1882, chap. 410, ^osi^ p. 135.) (This section and the two following, were repealed, so far as they relate to New York city, by Laws of 1857, chap. 548, § z, post, p. 122, but by § 5 of this act, they are made applicable to certain cities and villages.) Insurance § ^- ^o person shall, in the city and county of New York, as agents'*"' agent or otherwise, for any individual, individuals, or association, ftfccte'd ^^ effect or agree to effect any insurance, upon which the duty above mentioned is required to be paid, or as agent or otherwise procure such insurance to be effected, until he shall have executed and delivered to the said treasurer a bond to the fire department of the city of New York, in the penal sum of one thousand dollars, with such sureties as the said treasurer shall approve, with a con- dition that he will annually render to the said treasurer on the first day of February in each year, a just and true account, verified by his oath, that the same is just and true, of all premiums, which during the year ending on the first day of September preceding such report shall have been received by him or by any other per- son for him, or agreed to be paid for any insurance against loss or injury by fire in the city and county of New York, which shall §§ 3-6.] FOREIGN INSURANCE COMPANIES. CHAP V. have been effected or promised by him, or agreed to be effected or promised by him to be effected, from any individual or individ- uals, or association not incorporated by the laws of this State as aforesaid ; and that he will annually, on the first day of February in each year, pay to the said treasurer two dollars upon every hundred, and at that rate, upon the amount of such premiums. (See note to section i of this act and Laws of 1875, chap, 465, § 2, post^ p, 130.) § 3. Every person who shall effect, agree to effect, promise, or penalty procure any insurance specified in the preceding sections of this executing act, without having executed and delivered the bond required by ''°°'^" the preceding section, shall for each offense forfeit one thousand dollars for the use of the said fire department ; such penalty of one thousand dollars shall be collected in the name of the fire depart- ment of the city of New York . Fire Department of N . Y. v. Wright, 3 E. D. Smith, 453. (See note to section i of tliis act and Laws of 1875, chap. 465, § 2,posi, p. 130.) ( § 4 of this act, relating entirely to the city and county of New York, was repealed by Laws of 1857, chap. 548, § 1, post, p. 122.) § s . Sections one, two and three of this act shall apply to every sections i city or incorporated village in this State where a treasurer of a |pp,y\Q° fire department exists, and where no officer is known by the laws Inf^'^ula^e of such city or village, the treasurer of such city or incorporated j|™J.f ^^^ village shall exercise all the powers and perform all the duties, for "neo'- the purposes of this act, of the treasurer of the fire department of the city of New York, as far as relates to the city or village of which he is treasurer; and he shall, under the direction of. the common council of the city or the trustees of the village, pay over all moneys received or recovered under the first, second and third sections of this act, to the fire department of such city or incor- porated village ; provided, however, that the penalty of the bond re- proviso, quired by the second sectioruof this act shall not exceed the sum of five hundred dollars, when taken by the person authorized to receive it by this section, and that the penalty imposed by the third section of this act shall not exceed the sum of two hundred dollars in any city or village of this State, excepting the city of New York. (See Laws of 1875, chap. 465, 8 i, fast, p. 129.) § 6. All the provisions of sections three, four, five, six, seven. Repeal, of the title twenty-one, chapter twenty, of the first part of the Revised Statutes, as amended by act of the twenty-first February, eighteen hundred and thirty-seven, so far as they relate to fire insurance, are hereby repealed. 16 INSURANCE LAWS. [1857, c. 548. CHAP. V. L. 1857, Chap. 548— An Act to amend an act entitled "An Act further to amend the acts in relation to Insurances on property in this State, made by individuals and as- sociations unauthorized toy law," passed March thir- tieth, eighteen hundred and forty-nine. Passed April i6, 1857. Certain SECTION I. Sections one, two, three and four of an act entitled farasthey " An act further to amend the acts in relation to insurances on New Vorit property in this State, made by individuals and associations unau- peaieT thorized by law," passed March thirty, eighteen hundred and forty- nine so far as the said sections are applicable to the city and county of New York, but no further, are hereby repealed, and the following ten sections are substituted therefor : Companies Provided, however, ^that any corporation or association created taxatkm'" by or organized under the laws of any government other than the States of this Union, and having assets, funds or capital, not less in amount than one hundred and fifty thousand dollars, invested in this State, shall be liable to taxation upon such assets, funds or invested capital, as the same is levied or assessed yearly by law, which tax shall be paid as follows : Such an amount thereof as would be equal to two per cent upon its gross premiums received for insurances upon property in the city of New York, shall be paid annually, as hereinbefore provided, to the treasurer of the fire department of the city of New York, and the residue of said tax requisite to make up the full amount of taxation upon its capi- tal .as hereinbefore provided, shall be paid to the mayor, aldermen and commonalty of the city of New York, as in the case of ordi- nary taxation ; and the payments so made as aforesaid shall exempt such corporation or association making the same from any and all further taxation upon its premiums, capital or assets ; and when- ever such capital shall be reduced below said sum of one hundred and fifty thousand dollars, or withdrawn entirely, then and in either event such corporation or association shall be liable to pay the tax upon its premiums as heretofore provided in this act. \As amended by Laws of 1858, chap. 255, § i.] People V. Imlay, 20 Barb. 68 ; Fire Department of New York v. Noble, 3 E. D. Smith, 440 ; Fire Department of New York v. Wright, id. 453. (See Laws of 1849, ch. 178, §§ 1, 2, 3 and 4, ante, pp. 120,121.) (Tlie ten sections referred to above as being substituted for sections one, two, three and four of the act passed March 30, 1849, above mentioned, are omitted in this place as they were in substance re-enacted by Laws of 1882, chap. 410, entitled, "An act to consolidate into one act and to declare the special and local laws affecting public interests in the city of New York." See Laws of 1882, chap. 410, title 7, —"Tax upon Foreign Insurance Companies." gg 522 to 532 inclusive, post pp. 135^138.) §§ I, 2.] FOREIGN INSURANCE COMPANIES. 123 CHAP. V. § 2. The repeal by the first section of this act shall not affect „ ■' . Repeal by any prosecution or action commenced, or penalty, duty or lia- first section bility incurred, or cause of action accrued prior to the passage of certain . \ r D prosecu- this act, out every such action or prosecution may lawfully pro- tious or ceed, and every such penalty, duty or liability may be demanded and recovered as if the sections one, two, three and four repealed as aforesaid had remained in full force. L. 1§61, Chap. 334 — An Act reqiring foreign insurance companies to make and file annual statements of their condition and affairs. Passed April 26, 1861. Section i. All foreign insurance companies, associations, corpora- tions, partnerships and individuals, transacting the business of fire, co°mp'fnies marine or life insurance, or any other kind of insurance in this anmiai^ State, shall make annual statements of their condition and affairs s'*'^"^"'^- to the insurance department, in the same manner and in the same form as similar companies organized under the laws of this State. \ (See Laws of 1865, chap. 199, 8 2, below, as to time of filing annual statement. } § 2. In case of neglect or refusal to make such annual state- ment as aforesaid, all persons acting in this State as agents or n^iect or otherwise in transacting the business of insurance for said com- panies, corporations, associations, partnerships or individuals, shall be subject to the same penalties provided by law in case of the failure of any insurance company, organized under the laws of this State, to make an annual statement as now provided by law. People V. McCann, 67 N. Y. 506. (See Laws of 1882, chap. 235, past^ p. 133.) L. 1865, Chap. 199 — An Act to amend the act to provide for the incorporation of flre insurance companies, passed June twenty-fifth, eighteen hundred and fifty- three. Passed March 25. X865 (Section i. Amends the general act of 1853, p. 19, ante^ § 2. Foreign insurance companies shall, hereafter, be required to make and file their annual statements on the first day of June in foreigp each year, or within thirty days thereafter, made out for the year to fiieThlir ending on the preceding thirty-first day of December ; the sup- statements. plementary annual statements of their business and affairs in the 124 INSURANCE LAWS. [1866, c. 298. CHAP. V. United States, shall continue to be filed in the month of January in each year, made out for the year ending on the thirty-first day of December, immediately preceding. [As amended by Laws of 1867, chap. 709, § T.] (See Laws of 1882, chap. i^s,^ost, p. 133.) Deposit of securities and pay- ment of feeSf fines, taxes, etc., required of insurance companies of omer States in certain cases. L. 1865, Chap. 694 — An Act in relation to the deposits required to be made, and the taxes, fines, fees and other charges payable by insurance companies of sister States. Passed May 11, 1865, Section i. Whenever the existing or future laws of any other State of the United States shall require of insurance companies, incorporated by or organized under the laws of this State, and having agencies in such other States, or of the agents thereof, any deposit of securities in such State for the protection of policy- holders, or otherwise, or any payment for taxes, fines, penalties, certificates of authority, license fees or otherwise, greater than the amount required for such purposes from similar companies of other States by the then existing laws of this State, then, and in every such case, all companies of such States establishing, or hav- ing heretofore established an agency or agencies in the State, shall be and are hereby required to make the same deposit for a like purpose in the insurance department of the State, and to pay the superintendent of said department for taxes, fines, penalties, cer- tificates of authority, license fees and otherwise, an amount equal to the amount of such charges and payments imposed by the laws of such State upon the companies of this State and the agents •thereof. And the superintendent of the insurance department is hereby authorized to remit any of the fees and charges which he is required to collect by existing laws, except such as he is re- quired to collect under and by virtue of this act, provided, how- ever, that no discrimination shall be made in favor of one com- pany over any other from the same State. [As amended by Laws of 187s, chap. 60, § I.] Restora- tion of securities. li. 1866, Chap. 298— -An Act in relation to the restora- tion of securities now held on deposit in the insurance department, in trust for life insurance companies cre- ated under the laws of other States of the United States. Passed March 31, z866. Section i. Every company or association transacting the busi- ness of life insurance and incorporated by or organized under the § I.] FOREIGN INSURANCE COMPANIES. 125 CHAP. V. laws of any other State government of the United States which has heretofore, in pursuance of the provisions of the act, entitled " An act in relation to all companies transacting the business of life insurance within this State," passed April eight, eighteen hund- red and fifty-one, deposited any securities with the comptroller of this State shall be entitled to a re-assignment and re-delivery of the said securities so deposited or of the securities substituted therefor upon complying with the provisions of the fourteenth section of the act, entitled " An act to provide for the incorpora- tion of life and health insurance companies, and in relation to agencies of such companies," passed June twenty-fourth, eighteen hundred and fifty-three, and the superintendent of the insurance department is hereby authorized and directed to make such re- assignment and re-delivery upon the demand of any such com- pany or association as aforesaid and upon satisfactory proof being made to him of such compliance as aforesaid. Ij. 1866, Chap. 825 — An Act in. relation to the payment of taxes by insurance companies of other States and countries, and their agents. Passed April 27, 1866. Section i. The taxes on premiums which by existing laws are pj^f„^g required to be paid into the State treasury, and for the benefit of when paid, the fire departments of the several cities and incorporated villages of this State, on the first day of February in each year, and all taxes on premiums which now are or hereafter shall be required by law to be paid to the superintendent of the insurance depart- ment, shall hereafter be paid on the first day of January in each year, and shall be upon the premiums which during the year or part ^r?m"iuS°'' of the year ending on the preceding thirty-first day of December ^y^^ble! shall have been received by any insurance company, or by any person acting as agent therefor, or for any individuals or associa- tion of individuals, not incorporated or authorized by the laws of this State, to effect insurances against fire, inland, marine, life, casualty or other losses and risks, or which shall have been re- ceived by any person for any such company or agent, or shall have been agreed to be paid for any insurance effected or agreed to be effected or procured by such company or agent, or against fire, inland, marine, life, casualty or other risks, although such 126 INSURANCE LAWS. [187 I, c. CHAP. V. companies, associations or individuals may be incorporated or authorized for that purpose by any other State or country. (See Laws of 1849, chap. 178, ante, p. 120, and Laws of 1882, chap. 410, post, p. 135.) Limit of insurance by foreign company. Capital of, what shall be consid- dered. To be vest- ed in trus- tees ap- proved by superin- tendent. li. 187 1, Chap. 888 — An Act in relation to insurance com- panies, corporations, associations, partnerships and individuals of foreig-n governments, doing fire insur- ance business in this State. Passed May 3, 1871. Section i. No foreign insurance company shall make any con- tract of insurance, of any kind or description, against loss or dam- age by fire or inland navigation risks, nor expose themselves to any such loss by any one risk or hazard for any greater amount in proportion to its capital, as determined by the provisions of this act, than companies organized under the laws of this State may do. (See Laws of 1879, chap, 489, ante, p. 45.) § 2. The capital of such foreign insurance company doing fire insurance business in this State, or any such company hereafter admitted to such business in this State, shall, for all the purposes of this act and of the general insurance laws of this State, be the aggregate value of such sums or securities as such company shall have on deposit in the insurance and other departments of this State, and of the other States of the United States, for the benefit of policyholders in any of such States, or in the United States ; and all bonds and mortgages for money loaned on real estate in this State or any State of the United States, provided such loans have been made itv conformity with the laws of such State providing for the incorporation of insurance companies therein, and the investment of their capital, and all other assets and property in the United States, in which fire insurance com- panies organized under the laws of this State may, by the laws thereof, invest, provided such bonds and mortgages, assets and property, shall be vested in and held in the United States by trus tees approved by the superintendent of the insurance department of this State, and citizens of the United States, for the general benefit and security of all its policyholders and creditors in the United States, after taking from such aggregate value the same deductions for losses, debts and liabilities in this and the other States of the United States, and for premiums upon risks therein 3-4-J FOREIGN INSURANCE COMPANIES. 127 • CHAP V not yet expired, as is authorized or required by the laws of this State, or the regulations of its insurance department with respect to fire insurance companies organized under the laws of this State, invest- The said trustees are hereby authorized to invest in and hold and convey real estate to the same extent, and subject to the same restrictions, rules and regulations to which companies incorporated in this State are subject. (See Laws of 1881, chap. 484, post^ p. 133,) § 3. To determine the amount of such capital, the agent or Amount of attorney of such foreign insurance company doing fire insurance ■">" deter- business in this State shall, within four months after the passage of this act, and in the month of January of every year thereafter, render to him a detailed statement of the items making up the said capital, and of the deductions to be made therefrom, sub- scribed and verified by the oath of such agent or attorney, and said superintendent shall have authority to make such examina- tions in respect to such assets and liabilities as he shall deem proper, and upon compliance with the requirements of this act it shall be his duty thereupon, and from year to year thereafter, to issue to such foreign insurance company a certificate of the amount of its so determined capital, and that the requirements of this act have been complied with, upon which capital it may transact business in this State, but subject to all the restrictions and limitations of the laws regulating fire insurance companies incor- porated under the laws of this State. § 4. The trustees referred to in the second section of this act y™stees, now ap- shall be appointed directly by the board of managers or directors pointed, of such foreign insurance company, and a duly certified copy of the vote or resolution by which they were appointed shall, together with a certified copy of the trust deed or instrument under which they are to act, be filed in the office of the superintendent of the insurance department ; and the said superintendent shall have the same power to examine such trustees, or the agent or attorney of May be such company, under oath, and their assets, books and accounts, od^mS! either in person or by one or more persons to be appointed by him, as by law he has as to the ofiScers, agents, assets, books and accounts of any company authorized to do the fire insurance busi- ness in this State. And if by such examination it shall appear that the net capital for which the last certificate shall be outstanding has been materially reduced, the superintendent may call in such cer- tificate and issue another, correspondent with such reduced capital. 128 INSURANCE LAWS. [1871 CHAP. V. Certificate required. Restric- tions as to re-insur- ance. Capital subject to taxation. Supervision of superin- tendent. Examina- tion of affairs of. Certificate, for what revolted. § 5. No foreign insurance company, or any agent or attorney thereof, shall be admitted to transact the business of fire insurance in this State, or take risks, until, in addition to all other require- ments of the laws now in force in {his State, such company shall comply with the provisions of this act, and receive the certificate of the superintendent of the insurance department, mentioned in the third section of this act. § 6, It shall not be lawful for any such foreign insurance com- pany, their agent or attorney, directly or indirectly, to contract for or effect any re-insurance of any risk on property in this State, with any insurance company, corporation, association, partnership or individual, other than such as companies chartered by the State of New York may lawfully make re-insurance in. § 7. The capital of any foreign insurance company, so deter- mined and certified, shall be subject to taxation the same as the capital of fire insurance companies organized under the laws of this State, to be levied, assessed and collected as prescribed by the laws of this State, at such place in this State as such foreign insur- ance company shall have its principal office. § 8. The affairs of every foreign insurance company doing fire insurance business in this State shall be subject to the sJime super- vision and examination by the superintendent of the insurance department as those of fire insurance companies organized under the laws of this State, as to the examination of its books, assets, accounts and general condition ; and every foreign insurance com- pany doing fire insurance business in this State, and its agents and trustees, shall at all times be subject to and be required to make the Same statements, and to answer the same inquiries, and be subject to the same examinations, and in case of default therein, to the same penalties and liabilities as fire insurance companies organized under the laws of this State, or any of the officers thereof, are or may be liable to by the laws of this State or the regulations of its insurance department ; and the said superintendent is hereby authorized, whenever he shall deemMt necessary, either in person, or by a proper person or persons by him appointed, to repair to the general office of any such foreign insurance company, wherever the same may be, and make an investigation and examination of the affairs and condition of such company. The said superintend- ■ ent is hereby authorized to cancel and revoke the certificate of any foreign insurance company refusing or unreasonably neglect- ing to comply with any of the provisions of this act, or to allow the § I.] FOREIGN INSURANCE COMPANIES. 129 examination herein provided for to be made, and to prevent such company from doing business in this State. § 9. Any violation of any of the provisions of this act sliall sub- Penalties, ject the party so violating to a penalty of five hundred dollars for each violation, which shall be sued for and recovered in the man- ner provided for in section twenty-five of " An act to provide for the incorporation of fire insurance companies," passed June twen- ty-five, eighteen hundred and fifty-three, and the amendments thereto, with the same liability to imprisonment in case of non- payment as therein provided. § 10. The term foreign insurance company, as used in this act, ^^*', . . includes any company, corporation, association, partnership or in- this act dividual of any foreign government doing fire insurance business in this State, whether incorporated or not. li. 1875, Chap. 465 — An Act to require the payment of certain premiums to the fire departments of cities and incorporated villages, by fire insurance coiapanies not organized under the laws of the State of Hew York, but doing business therein. Passed May 28, 1875. Section i. There shall be paid to the treasurer of the fire depart- ^gg^ts of ment of every city or incorporated village of this State, for the use d°nt"om- and benefit of such fire department, and when no treasurer of a fire p|°'(^o° department exists, then to the treasurer of 'such city or village, jifJ'Junf ° who, for the purpose of this act, shall have the same powers as the ^™^ '?*■■* treasurers of fire departments, on the first day of November of meets. each year, by every person who shall act as agent for or on behalf of any individual or association of individuals, not incorporated by or under the laws of this State, to effect insurance against loss or injury by fire upon property in this State, although such indi- vidual or association may be incorporated for that purpose by any other State or country, the sum of two dollars upon the hundred dollars, and at that rate upon the amount of all premiums, which, during the year or part of a year ending on the last preceding first day of September, shall have been received by such agent or per- son, or received by any other person for him, or shall have been agreed to be paid for any insurance effected or agreed to be effected, or promised by him, as such agent or otherwise, to be effected, against loss or injury by fire, upon property situate within 17 130 INSURANCE LAWS. [1875, c. 465. CHAP. V. Agents to give Donds. Penalty for doing business without giving bond. Penalty, how col- lected, ap- portioned and paid over. the corporate limits of such city or village. [As amended by Laws of 1876, chap. 359, § i.J People V. Imlay, 20 Barb. 68 ; Fire Department of N. Y. v. Noble, 3 E. D. Smith, 440J Fire Department of N. Y. v. Wright, id. 453. (See Laws of 1849, chap. 178, § s, ante^ p. 121.) § 2. No person shall, as agent or otherwise, for any individual, individuals or association, effect or agree to effect any insurance upon any property situate in any city or incorporated village of this State, upon which the above duty is required to be paid, or as agent or otherwise procure such insurance, to be effected until he shall have executed and delivered to the treasurer of the fire department of the city or village in which the property insured is situated, or, if no treasurer of a fire department exists, then to the treasurer of such city or village, a bond to such fire department in the penal sum of five hundred dollars, with such sureties as such treasurer shall approve, with a condition that he will annually render to said treasurer, on the first day of November in each year, a just and true account, verified by his oath that the same is true of all premiums which, during the year ending on the first day of September preceding such report, shall have been received by him or by any other person for him, or agreed to be paid for any insurance against loss or injury by fire upon property situate in such city or village which shall have been effected or procured by him to be effected for any individual, individuals or association not incorporated by the laws of this State as aforesaid, and that he will annually, on the first day of November in each year, pay to said treasurer two dollars upon every hundred dollars, and at that rate upon the amount of such premiums. \As amended by Laws of 1876, chap. 3S9, § 2.] (See Laws of 1849, chap. 178, 82, ante, p. 120.) § 3. Every person who shall effect, agree to effect, promise or pro- cure any insurance specified in the .preceding sections of this act, without having executed and delivered the bond required by the preceding section, shall for each offense forfeit two hundred dol- lars, for the use and benefit of the fire department of such city or village ; such penalty of two hundred dollars shall be collected by and in the name of the fire department of the city or village in which the property insuted, or agreed to be insured, is situated, and the treasurer or chief financial officer of any city or incor- porated village, having no incorporated fireman's relief or benev- olent society, receiving any money under the provisions of chapter I.] FOREIGN INSURANCE COMPANIES. 131 • CHAP V four hundred and sixty-five of the laws of eighteen hundred and seventy-five, as amended by chapter three hundred and fifty-nine of the laws of eighteen hundred and seventy-six, shall, on or be- fore the fifteenth day of November, in each year, apportion and pay over all such moneys so received to the treasurers of the sev- eral fire companies as are duly recognized by the common council or trustees of such city or village. And if he shall neglect or re- penalty for fuse to perform any or all of the duties required by this act, he °*^ ^^ shall be subject to a penalty of two hundred dollars for such neg- lect or refusal ; and the foreman of any fire company shall be Foreman entitled to, and may maintain an action and sue for in the name company •^ . may sue for of and for the benefit of such fire company, any of the proportion of penalty, penalties prescribed by this act ; and the premiums or penalties to which such company may be entitled under chapter four hun- dred and sixty-five of the laws of eighteen hundred and seventy- five, as amended by chapter three hundred and fifty-nine of the laws of eighteen hundred and seventy-six. But no action shall be maintained or recovery be had in any court in this State, for or on heretofore account of any such offense heretofore happening ; nor shall any *pp*'""S- such court have power or authority to render judgment for or on account of any such offense heretofore happening, when such agent shall have paid to the party entitled to the same the premium re- quired to be paid by section one of this act as amended by section one of chapter three hundred and fifty-nine of the laws of eighteen hundred and seventy-six. [As amended by Laws 0/ iSyB, chap. 138^ § 2, and by Laws of 1879, chap. 153, § i.] (See Laws of 1849, chap. 178, 9 3, ante, p. 121.) § 4. None of the provisions of this act shall apply to the cities of Act not to New York or Albany. \As amended by Laws of i^if^, chap. 359, § 3.] IFeVYork § 5. All acts or parts of acts inconsistent with the provisions of ^^p^'j^*"'^ this act are hereby repealed. li. 1880, Chap. 428 — An Act further to regulate the ad- mission to this State of fire and marine insurance com- panies from other countries than the United States. Passed May 27, 1880. Section I. Fire or marine insurance companies from other conditions countries than t'he'fjnited States hereafter applying for admission Xch to this State may be admitted to transact business in this State on arelld 132 INSURANCE LAWS. [1880, c. 428, CHAP. V. pygggjjjijjg (.Q (.jjg superintendent of the insurance department legal companies and satisfactory evidence of the possession by them of a capital, of ™dmitt^ which there is paid up in cash, and invested in securities of the nes''s°ittitSs Same general character as those which companies of this State are ^'*'*" permitted to hold, not less than five hundred thousand dollars or one hundred thousand pounds sterling, and upon depositing with the superintendent of the insurance department such securities as foreign insurance companies are now required by law to deposit, Agreement and in such amount as is required by existing laws ; provided that remove before any such company shall be admitted to transact business in iSted '°'° this State, it shall execute under its corporate seal, and the hand cS^te. °^ i** president by authority of its board of directors, and file with said superintendent an agreement that it will not apply to remove into the United States court any action brought against it in any court of this State, and that if it shall make any such application, its authority to transact the business of insurance in this State shall cease and determine, and whenever it shall appear to the superin- tendent of the insurance department that any such company has made such application to remove such an action contrary to such agreement, he shall revoke the certificate of such company to do business in this State, and notify the agents thereof, and the agents of such company after such notice shall discontinue the issuing of any new policy. Agreement § 2. The superintendent shall require any such company doing certain business, which companies organized under the laws of this State business. ,.,.,. . .,.,.„ are prohibited from transacting, to file m his office an agreement under the corporate seal of such company, that it will not (while authorized to do business in this State), transact in this State such business. Penalty for § 3. Any person violating any of the provisions of this act shall this act. be deemed guilty of a misdemeanor. Any company or corporation of this State violating any of the provisions of this act shall be subject to a fine of five hundred dollars for each and every offense, to be sued for and recovered in the name of the people of the State by the attorney-general, and such penalty when recovered shall be paid into the treasury of the State. Any company, part- nership, association or corporation of any other State or country violating or allowing any of its agents to violate any of the pro- visions of this act, shall be prohibited from transacting further business in this State, and the certificates of authority issued to the agents of such company, partnership, association or corpora- § I.] FOREIGN INSURANCE COMPANIES. 133 CHAP V tion, shall be revoked forthwith by the superintendent of the insurance department. § 4. Suits or actions may be brought against companies from ^J'jl'jfj other countries in any district court in the city of New York, or "jo^ i^j before any justice of the peace or any other court where such suits or actions can be brought against companies organized under the laws of this State. li. 1881, Chap. 484 — An Act relating to real estate held by Insurance companies organized under the laws of other States and countries. Passed June lo, zS8i. Section i. All provisions of the laws of this State relative to Laws re- the acquiring, holding or disposing of real estate in this State by hoidrng", corporations organized under the laws of this State for the transac- reaV estate tion of the business of fire, life or marine insurance, shall be appli- anracom- cable and extended to similar insurance companies organized under Erganlzed the laws of and located in other States and countries transacting state'f to business in this State ; and any last-named corporation may hold compa'^ies and convey real estate in this State, in the same manner and sub- statra" ject to the same limitations and restrictions prescribed for similar corporations of this State. § 2. Such foreign corporations shall be subject to the same supervision supervision and control by the superintendent of insurance, in foreign , companies. regard to real estate situated in this State, as such superintendent has in regard to real estate held by similar corporations of this State. And the said superintendent shall have, possess and exer cise the same powers and duties as regards any real estate now or hereafter owned by any foreign insurance company as said super- intendent has, possesses or exercises as to the real estate of similar insurance companies of this State. Ii. 1882, Chap. 235— An Act to prevent the publication or rendering of statements of foreign fire insurance companies, other than statements of their assets and business done in the United States. Passed May 30, 1882. Section i. The superintendent of the insurance department is ^^^^ ^^^^^ hereby prohibited from making any publication or statement in his ^^^^l^*^"' annual report to the legislature which gives credit for the assets go^cy- .^ held or business done by any insurance company organized under United 134 INSURANCE LAWS. [1882, c. 371, CHAP. V. States to be credited in published statements and re- ports. When certificate to be re- voiced. Repeal. the laws of any foreign government or country, and authdrized to transact business in this State, other than for assets held for the protection of all the policyholders on business done within the United States. Hereafter all foreign fire insurance companies making statements or reports to the superintendent of insurance shall only report and be credited with the business done and assets held by or for them within the United States for the protection of all the policyholders residing within the United States, and it shall not be lawful for such companies to make any statement, publica- tion or advertisement in regard to their assets and business, except as hereinbefore mentioned. § 2. It shall be the duty of the superintendent of the insurance department to revoke the certificate of authority issued on behalf of any company violating the provisions of this act . § 3. All acts or parts of acts inconsistent herewith are hereby repealed. In collect- ing two per cent tax the superin- tendent to credit other taxes paid by companies. L. 1S82, Chap. 371— An Act to regulate the payment of taxes by marine insurance companies of other States and countries. Passed June 29, 18S2. Section i. The superintendent of the insurance department is hereby authorized and directed in collecting the two per cent tax imposed on marine insurance companies of other States and coun- tries by chapter two hundred and seventy-seven of the laws of eighteen hundred and twenty-four, as amended by chapter thirty of the laws of eighteen hundred and thirty-seven and chapter one hundred and seventy-eight of the laws of eighteen hundred and forty-nine, to deduct therefrom all other taxes paid by such com- panies under the laws of this State. All taxes thus collected by the superintendent of the insurance department shall be by him paid into the treasury of the State, monthly, the same as all other fees collected by him pursuant to law. 1 523-] FOREIGN INSURANCE COMPANIES. 135 CHAP. V. li. 1882, Chap. 410 — An Act to consolidate into one act and to declare the special and local laws affecting pub- lic interests in the city of New Tork. Passed July i, 1882. (CHAPTER XI.) Title 7 — Tax upon Foreign Insurance Companies, (See Laws of 1857 chap. 54S, 6 x, and note, ante^ p. 132,) § 522. Any corporation or association created by or organized Corpora- under the laws of any government other than the States of this to taxation. Union, and having assets, funds or capital, not less in amount than one hundred and fifty thousand dollars, invested in this State, shall be liable to taxation upon such assets, funds or invested capital, as the same is levied or assessed yearly by law, which tax shall be paid as follows : Such an amount thereof as would be equal to two per cent upon its gross premiums, received for insur- ance upon property in the city of New York shall, except as other- wise in this title provided, be paid annually to the treasurer of the fire department, and the residue of said tax, requisite to make up the full amount of taxation upon its capital, shall be paid to the mayor, aldermen, and commonalty, as in the case of ordinary taxation ; and the payments, so made as aforesaid, shall exempt such cor- poration or association making the same from apy and all further taxation upon its premiums, capital or assets ; and whenever such capital shall be reduced below said sum of one hundred and fifty- thousand dollars, or withdrawn entirely, then and in either event such corporation or association shall be liable to pay the tax upon its premiums as heretofore provided in this title. (Laws of 1857, chap. 548, % i, as amended by Laws of 1858, chap. 355, § x.; §523. There shall be paid to the treasurer of the fire depart- Moneys ment for the use and benefit of said fire department, on the first Slpan- day of February in each year, by every person who shall actSsurance in the city and county of New York, as agent for or on behalf of ^""P*"""' any individual or association of individuals, not incorporated by the laws of this State, to effect insurances against losses or injury by fire in the city and county ^of New York, although such indi viduals or association may be incorporated for that purpose by any other State or country, the sum of two dollars upon the hundred dollars, and at that rate upon the amount of all premiums which during the year ending on the next preceding first day of Septem- ber, shall have been received by such agent or person, or re- ceived by any other person for him, or shall have been agreed to 136 INSURANCE LAWS. [1882, c. 410, CHAP T be paid for any insurance against loss or injury by fire in the city, effected or agreed to be effected, or promised by him as such agent. (Laws of 1857, chap. 548, §1.) Account of § 5 24. Every''person, who shall act in the city as agent as afore- premmms. ^^.^^ ^^^^^ ^^ ^^^ ^^^^ ^^^ ^^ February, in each year, render to the said treasurer of the fire department a just and true account verified by his oath, of all such premiums which during the year ending on the first day of September preceding, shall have been received by him, or by any person for him, or which shall have been agreed to be paid for any such insurance effected, or agreed to be effected or promised by him. (Id., s 2.) Under- § 525. No person shall, as agent or otherwise, effect or agree to '°^' effect, or procure to be effected, any insurance upon which the duty above mentioned is required to be paid, until he shall have executed and delivered to the said treasurer an undertaking, under seal, to the fire department, with such sureties, as the said treas- urer shall approve, that he will annually render to the said treas- urer on the first day of February in each year, a just and true ac- count, verified by his oath, of all such premiums, which during the year ending on the first day of September, preceding, shall have been received by him, or by any person for him, or which shall have been agreed to be paid for any such insurance effected, or agreed to be effected, or promised by him, and that he will annually, on the first day of February in each year, pay to the said treasurer two dollars upon every hundred dollars and at that rate upon the amount of such premiums. Renewal of § 5 2^- Whenever, by reason of the failure of the sureties, or "n°g "'"''' either of them, or for any other cause, an undertaking given under the last preceding section shall or may be deemed insufficient by the said treasurer to secure a return of the account and the payment of the duty aforesaid, or either of them, the said treasurer at his election, but not oftener than once in each year, may re- quire such undertaking to be renewed. ad., §4.) Penalty for § 527. Every person who shall effect, agree to effect, promise or not execut- . , . - . , ^ . . r ing under, procure any insurance mentioned m the preceding sections of '* '°^' this title, without having executed and delivered the undertaking § 53°-] FOREIGN INSURANCE COMPANIES. 137 CHAP. V. hereinbefore required, shall for each offense, forfeit one thousand dollars, for the use of the said fire department, and every person who shall have been required by the said treasurer to renew his undertaking, pursuant to the last preceding section, who shall ef- fect, agree to effect, promise tjr procure any such insurance with- out having executed and delivered the renewed undertaking, shall for each offense forfeit one thousand dollars, for the use of the said fire department. (Id., 8 5.) § qaS. It shall be lawful for the said treasurer of the fire de- Demand for ^ -' , accounts. partment, on or after the first day of February m each year, by written or printed demand signed by him, to require from every person who shall act in the city as agent, as aforesaid, the account provided for in this title, and payment of the duty provided for ; such demand may be delivered personally to such agent, or at his office or place of business to any person having charge thereof, or at his residence to any person of suitable age. And every such agent who shall, for ten days after such demand, neglect to ren- der the account or to pay the duty demanded, or either of them, shall forfeit fifty dollars, for the use of the said fire department; and he shall also forfeit for their use twenty-five dollars in addition for every day that he shall so neglect, after the expiration of said ten days, and such additional penalty may be computed and re- covered up to the time of the trial of any suit for the recovery thereof. (Id., 8 6.) § 529. Every person who shall act in the city as agent, as afore- bis?nes'to said, shall on the first day of February in each year, or within ten be reported, days thereafter, and as often in each year as he shall change his place of business in the said city, report in writing under his proper signature, to the comptroller of this State, and also to the treasurer of said fire department, the street and the number thereof in the said city, of his place of business as such agent, designating in such report the individual or individuals and association or associations for which he shall be such agent. And in case of default in any of these particulars, such person shall forfeit for every offense the sum of one thousand dollars, for the use of the said fire depart- ment. (Id., § 7.) § 530. The duty provided to be paid by this title, the damages suits for for any breach of the undertakings, or either of them, provided for ™iations. 18 138 INSURANCE LAWS. [1882, c. 410. CHAP. V. . , . • J ^1 • therein, and the pecuniary penalties imposed therein, or any, or either of them, may be sued for and recovered, with costs of suit, in any court of record within this State, by the fire department, in their own name and for their own use. ad., §8.) Arrest of § S31. The defendant in any action to be brought for the re- defendant, OJJ in action to covery of any penalty incurred, or any duty or sum oi money pay- penalfy. able under this title, may be arrested, if he is not a resident of this State, or is about to remove therefrom. An order for the arrest of the defendant must be obtained from a judge of the court in which the action is brought, or from a county judge. The order shall be made when it shall appear to the judge by affidavit, that a sufficient cause of action exists under this title, and that the defendant is not a resident of this State, or is about to remove therefrom. (Id., § 9.) {Laws of T.%$T ^ ckap. 548, g 10. The provisions of cliapter one of title seven of an act en- titled ' ' An act to amend the act entitled ' An act entitled to simplify and abridge the prac- tice, pleadings and proceedings of the courts of this State,' passed April twelfth, eighteen hundred and forty-eight,*' passed April eleventh, eighteen hundred and forty-nine, and which chapter is entitled *' Arrest and bail," from and including section one hundred and eighty-two to the end of said chapter, shall apply to any arrest under the ninth section of said act as hereby amended and to the proceedings thereupon.) Tax on §532. The corporation known as the trustees of the exempt insurance firemen's benevolent fund of the city of New York shall be en- to bepaid^' titled to reccive, and there shall be paid to them for nine years benevolent from the seventeenth day of April, eighteen hundred and seventy- "° " nine, the percentage of tax on the receipts of the foreign fire in- surance companies doing business in the city of New York, as provided by this title, and all returns and undertakings required by this title shall during such period be made to the treasurer of the said corporation. [Laws of 1866, chap. 633, § 7, as amended by Laws of 1867, chap. 962; by Laws of 1870, chap. 297; by Laws of 1877, chap. 64, and by Laws of 1879, chap. 89.] (See Laws of 1837, chap 548, § i, anity p. 135.) CHAPTER VI. COUNTY AND TOWN INSURANCE COMPANIES. PAGE. 185 7j Ch. 739 — The general act 140 (Bepealed except as to existing companies by Laws oi 1862, chap. 347.) Sec. 1. Persons may form companies. 2. Directors. 3. Duties. 4. Policies. 5. Undertakings. 6. Losses, how ascertained. 7. Insured property. 8. Duty of president, g. Suits at law. 10. Property that may be insured, n. Directors, how chosen. 12. Annual statement. 13. Withdrawals. 14. Non residents may become members. 15. By-laws. 16. Duration of existence of company. 1862, Ch. 847 — Kepealing act 145 Sec. I. Repeal of chap. 739, Laws 1857, and chap. 285, Laws 1858, except as to existing companies. 1866j Ch. 828 — Modification of general act 145 Sec. I. Directors, how and when chosen; secretary to prepare state- ment. 2. Construction of act. 1879j Ch. 287 — County and town co-operatire insurance com- panies 146 Sec. 1. Corporators; object; applications for insurance. 2. Directors, how elected ; corporate powers, how exercised; by- laws, etc. 3. Statement to be made and filed. 4. When business maybe commenced. 5. Records. 6. Policies of insurance, etc. 7. Undertaking of members to pay losses. 8. Proceedings in case of loss. 9. Classification of risks ; assessments on members. 140 INSURANCE LAWS. [1857, c. 739, CHAP. TI. Sec. 10. Secretary to notify members of assessments; time; how notices to be served . 11. Actions for assessments ; penalty for refusing to pay; penally for neglect of duty by officers. 12. Territorial limits of operations. 13. Directors to be chosen annually by ballot. 14. Annual statement ; statement to be filed ; other statements not required. 15. Withdrawal of members; admission of members. 16. Limitations on business. 17. By-laws. 18. Companies doing business may organize under this act. 1880, Ch. 362 — The same 152 Sec. I. Corporators ; object. 2. Directors ; officers ; quorum. 3. Statement before commencing business. 4. Books may be opened to receive propositions for insurance. 5. Record to be kept by secretary. 6. Policies of insurance. 7. Agreement to be made by persons insured, 8. Immediate notice of loss to be given. 9. Classification of risks. ID. Notice of assessment for losses. 11. Suits to recover same ; members may be excluded for non-pay- ment of assessments ; when assessments to be collected. 12. Location of risks. 13. Directors to be chosen by ballot. 14. Annual statement of affairs. 15. Withdrawal of members ; admission of members. 16. What insurance may be made. 17. By-laws. 18. Companies already doing business may organize under this act. 19. Not to transact business in more than three counties ; certificate may be filed stating counties. 1881, Ch. 305 — Time extended 159 Sec. I. Time for continuance of town insurance companies extended twenty-five years. Persons may form corpo- rations. Li. 1857, Chap. 739 — An Act to authorize the formation of town insurance companies. Passed April 17, 1857. (See Laws of 1862, chap. 347, /oj/, p. 14s, which repeals this act except as to existing companies.) Section i. It shall be lawful for any number of persons not less than twenty-five residing in any town, or in any two adjoining towns in this State, who collectively shall own property of not less than fifty thousand dollars in value, which they desire to have insured, to form themselves into an incorporated company, for the purpose of mutual insurance against loss or damage by fire, which corporations shall possess the usual powers, and be subject to the usual duties of corporations, and the corporate name whereof shall embrace the name of the town in which the business office of said company is located. [As amended by Laws of 1858, chap, 285, § i.] §§ 2-5 ] COUNTY AND TOWN. 141 Q T-. CHAP. VI. § 2, Every company so formed shall choose of their number, „. , , J. Directors. not less than five or more than nme directors, to manage the affairs of such company, who shall hold their office for one year and until others are elected, and such directors shall choose one of their number president and one as secretary. § 3. The directors of such company shall file their articles of '^"''==- association together with a copy of their by-laws and the names of the officers of such company, in the clerk's ofiSce of the town in which the office of such company is located, and shall keep a record of their proceedings in a book to be kept for that purpose, together with the names of all persons insured, and the amount each person is insured, which record shall be open for the inspection of all the members of such company, from the hours of nine o'clock a. m. to four o'clock p. M. of each secular day, the established holidays excepted. § 4. The directors of such company may issue policies, signed Policies. by their president and secretary, agreeing in the name of such conw pany to pay all damages which may be sustained by fire or light- ning, for a term not exceeding five years by the holders of such policies, not exceeding the sum named in the policy, and which shall not exceed the sum of three thousand dollars in any one risk, excepting upon detached buildings upon farms, upon which such risks shall not exceed five thousand dollars. [As modified by Laws of 1867, chap. 441, § I, and amended by Laws of 1873, chap. 561, § I, and by Laws of 1874, chap. 560, § i. The amending acts make the same applicable to all town insurance companies heretofore formed or organized thereunder.^ § 5. Every person so insured shall give his undertaking, bear- 2ki1fgs ing even date with the policy so issued to him, binding himself, his heirs and assigns, to pay his pro rata share to the company of all losses by fire which may be sustained by any member thereof ; and every such undertaking shall within thirty days after the exe- cution thereof be filed by the secretary of such company in the office of the clerk of the town in which the office of said company is located, and shall remain permanently on file in such office, ex- cept when required to be produced in court as evidence. He shall also at the time of effecting insurance pay such percentage in cash, and such reasonable sum for a policy as may be required by the rules or by-laws of the company. [As amended by Laws of i860, chap. 153, § I.] , 142 INSURANCE LAWS. [i8s7, "■ 739. CHAP. VI. Losses, how ascer- tained- Insured property. § 6. Every member of such company, holding a policy not ex- pired or vitiated, who may sustain loss thereunder, shall immedi- ately notify the president, or in his absence the secretary thereof, who shall forthwith convene the directors of such company, whose duty it shall be when so convened to appoint a committee of not less than three nor more than five members of such company, to ascertain the amount of such loss, which, if agreed to by the loser and directors, shall be paid to the said loser as in this act provided. But in case of the inability or failure of the said parties to so agree, or in case the said directors for any cause shall dispute the liability of said company, the said loser or claimant, upon ten days' notice thereof to the president of such company, may appeal to the county judge of the county in which the office of said company is located, and said county judge shall appoint three disinterested persons as referees, who shall have full authority to issue subpoenas, adminis- ter oaths to witnesses, examine them under oath, and to fully in- vestigate and determine all matters in dispute. Said referees, ■ or any two of them, in case they cannot all agree, shall make their decision in writing to the president of such company, or in his ab- sence the secretary thereof, within sixty days after their appoint- ment, unless upon good cause shown the time has been extended by the county judge making such appointment or his successor in ofifice, which decision shall be final. The said referees shall each be allowed the sum of three dollars per day for every day's service so rendered, and the witnesses the same fees allowed by law to witnesses in the supreme court, which expenses shall be paid by the claimant unless the decision of said referees shall be more favorable to him than the amount which the said directors were willing to allow him, in which case they shall be paid by the com- pany. \_As amended by Laws of 1878, chap. 412, § i.] § 7. The companies formed under the provisions of this act may classify the property insured therein at the time of issuing policies thereon under different rates corresponding as nearly as may be to the greater or less risk from fire and loss, which may attach to each several building insured. Whenever the amount of any loss shall have been ascertained, which exceeds in amount the cash funds of the company the president shall convene the directors of said company who shall make an assessment upon all the property insured, to the amount for which each several piece of property is insured, taken in connection with the rate of pre- mium under which it may have been classified. §§ 8-1 2. J COUNTY AND TOWN. 143 § 8. It shall be the duty of the president, whenever such assess- ment shall have been completed, to immediately notify every per- president, son composing such company, by letter sent to his usual post-of- fice address, of the amount of such loss, and the sum due from him as his share thereof, and of the time when and to whom such payment is to be made ; but such time shall not be less than sixty nor more than ninety days from the date of such notice, and every person designated to receive such money may demand and receive two per cent in addition to the amount due on each assessment as aforesaid, for his fees in receiving and paying over such money. § 9. Suits at law may be brought against any member of such f^'^'f *' company who shall neglect or refuse to pay any assessment made upon them by the provisions of this act, and the directors of any company so formed who shall willfully refuse or neglect to per- form the duties imposed upon them by the foregoing sections of this act shall be liable in their individual capacity to the person sustaining such loss. § 10. No company formed under this act shall insure any prop- ^^["S'^'^u erty out of the limits of the town or towns comprised in the for- insured. mation of the company, nor shall they insure any property other than detached dwellings and their contents, farm buildings and their contents, and such stores, hotels, churches, school-houses and other public buildings, together with their contents, as the directors of any company formed under this act shall deem proper, provided such store, hotel, church, school-house or public build- ing shall be at least one hundred feet from any other building, nor shall they insure any property within the limits of any incor- porated city in this State. All acts and parts of acts inconsistent with the provisions of this act are hereby repealed. [As amended iy Laws 0/ 1S5S, chap. 285, § 2; Laws of 1872, chap. 235, § i, and by Laws of 1873, chap. 561, § 2. J § II. The directors of each company so formed, shall be chosen Directors by ballot at the annual meeting thereof, which shall be held on chMen. the first Tuesday of January in each year, and every person in- sured shall have one vote for each two hundred and fifty dollars which he may be insured, but no person shall. be allowed to vote by proxy at such elections. (See Laws of 1866, chap. 828, § x,posl, p. 145, which modifies this section.) § 12. It shall be the duty of the secretary of every company as ^^^^^^j aforesaid, to prepare a statement showing the condition of such com- statement. pany on the day preceding their annual meeting, which statement 144 INSURANCE LAWS. [1857, c. 739. CHAP VI shall contain the amount of property insured, the number of policies issued and to whom, and the amount insured by each policy, and all other matters pertaining to the interests of such company, which statement shall be filed in the office of the town clerk in which said company may be located, on or before the fifteenth day of January in each year, and which statement shall also be read to the members of said company at their annual meeting. (See Laws of 1866, chap. 828, § i, fost, p. 145, which modifies this section.) With- § I ^. Any member of such company with the consent of the drawals. o j j i. j majority of parties msured may withdraw therefrom at any time by giving notice in writing to the president, or in his absence, to the secretary thereof, and paying his share of all claims then ex- isting against said company except that no such withdrawal shall be allowed as to any insurance on property which shall have been damaged or destroyed by fire, and on which the company shall have paid to the insured damages for the loss sustained ; but in such case and to the extent of such insurance, the insured shall remain a member of the company and be liable to be assessed for its losses or expenses on the amount so insured during the term of such insurance. And the directors, or a majority of them, shall have power, subject however to the foregoing exceptions, to an- nul any policy by giving notice in writing to that effect to the holder thereof. \As amended by Laws 1861, chap. 80, § i.] Non-resi- § '4- Non-residcnts of any town in this State owning property become'*'^ therein, may become members of any company founded under members (.jj^g g^^j ^^^ gjj^jj ]-,g entitled to all rights and privileges apper- taining thereto, except that it shall not be lawful for any such non- resident to become a director in said company unless he be at the time of such membership a resident of a town adjoining the town in which said company has been formed under the provisions of this act. By-laws. § ''■S- "^^^ company so formed may adopt such by-laws for its regulation as are not inconsistent with the provisions of this act, and may therein prescribe the compensation of its officers. . Sistenceof § ^^- ^° company formed under this act shall continue for a companies, longer period than thirty years. (See LawsofiBBi, chap, 305, post, p. 159.) § I.] COUNTY AND TOWN. 145 CHAP. VI. Xi. 1862, Chap. 347 —An Act to repeal|chapter seven hun- dred and thirty-nine of the Laws of eighteen hundred and fifty-seven and chapter two hundred and elghty- flve of the Laws of eighteen hundred and fifty-eight in relation to town insurance companies. Passed April 19, 1862. Section i. Chapter seven hundred and thirty-nine of the Repeal of T r • 1 1 1 ch.739,LaWS L,aws of eighteen hundred and fifty-seven, and chapter two hun- 1857 and oh. dred and eighty-five of the Laws of eighteen hundred and fifty- 1858, except eight, relating to town insurance companies, are hereby repealed pngcom- but nothing in this act contained shall affect any company or companies heretofore formed or organized under said chapters or either of them, or any rights acquired by such company or com- panies by virtue of such organization or organiza,tions. li. 1866, Chap. 828 — An Act in relation to such com- panies or oi^anizations, as have heen formed under the act entitled " An Act to authorize the formation of town insurance companies," passed April seven- teen, eighteen hundred and fifty-seven. Passed April 27, i86S. Section r. The directors of any company or organization Directors, formed under the act entitled " An act to authorize the formation when r • . . , . - chosen, of town insurance companies," passed April seventeenth, eighteen hundred and fifty-seven, shall be chosen by ballot at the annual meeting thereof, which shall be held on the second Tuesday in January in each year, and every person insured shall have one vote for each two hundred and fifty dollars which he may be insured, but no person shall be allowed to vote by proxy at such election. It shall be the duty of the secretary of every company as aforesaid, to prepare a statement showing the condition of such to^'prepare company on the day preceding their annual meeting, which state- ^'*'^'°^"'- ment shall contain the amount of property insured, the number of policies issued and to whom, and the amount insured by each policy and all other matters pertaining to the interests of such company, which statement shall be filed in the office of the town clerk in which such company may be located, on or before the twenty-fifth day of January in each year, and which statement shall also be read to the members of said company at their annual meeting. 19 146 INSURANCE LAWS. [1879, c. 287, CHAP. VI. Construc- ^ 2. Nothing herein contained shall be held or construed to flon of act. revive the act mentioned in section one hereof, or to authorize the formation of other companies under what were the provisions thereof before the same was repealeji. Ctorpo- latois. Object. Applica- tions for insurance. Directors. How elected. li. 1879, Chap. 287 —An Act to provide for the formation of county and town co-operative insurance coihpanies. Passed May 15, 1879, Section i. It shall be lawful for any number of persons not less than twenty-five, residing in one or more adjoining towns, or in any county, or in any two adjoining counties in this State, who collectively own property of not less than fifty thousand dollars in value, which they desire to have insured, to form themselves into an incorporated company, for the purpose of co-operative insurance against loss or damage by fire or lightning, by making, signing and acknowledging, before some officer by law authorized to take acknowledgments of conveyances of real estate, a certifi- cate of their intention to form such corporation, stating the town or towns, or the county or counties in which such company intends to do business, its corporate name, which shall embrace the county or counties in cases when the association includes one or more counties, and the name of the town in cases of towns in which the business office of said company is located. Every person insured in said company shall sign an application for insurance as required by the articles of association and by-laws of the company, and thereby become a member thereof. {As amended by Laws of 1880, chap. 397, § I.] § 2. Every company formed according to the provisions of this act shall choose of their members not less than five nor more than nine directors, in the case of town insurance companies or associa- tions, nor less than nine directors, nor more than the number of one for each town, in case of county insurance companies or associations within the territorial limits of said company or associa- tion, whose duty it shall be to manage the business of the com- pany or association, and who shall hold their office for one year, or until others are elected and qualified ; and said directors shall choose from the members of said company or association, a presi- dent, a secretary and a treasurer, and such other officers as their by-laws shall prescribe. All officers shall be elected by ballot. The business and corporate powers of the companies, or associa- §§ 3-sJ COUNTY AND TOWN. 147 tions incorporated under this act, shall be exercised by said board of directors, subject to the by-laws of the company or association, powers. The by-laws shall prescribe the number of directors necessary to cised. constitute a quorum for the transaction of business, and may pro- By-laws, vide for any executive committee for such purpose as may be necessary, and may require officers to give such bonds as the interests of the company may require. \^As amended by Laws of 1880, chap, 397, § 2, and by Laws of 1882, chap. 282, § i.] § 3. It shall be the duty of the first directors of any company statement organized under this act, before doing any business of insurance, Ind fiied^*** to prepare a statement showing the name of the company, the names of the persons comprising the proposed company, with the amount of proposed insurance to each, the name of the association, a copy of the articles and by-laws of association, and the names of the county, town or towns comprising the territorial limits within which it is proposed to do business, the names of the directors and officers, with their post-office address, the place where the principal office for the transaction of business shall be located, and the mode and manner in which the business of said company is to be conducted, and file a copy thereof, signed by said direc- tors and officers, in each of the following offices, namely, in the office of the clerk of the county where the office of the company is located, and in case of town insurance companies in the office of the clerk of the town where the office of said company is loca- ted. § 4. The persons so associating, after having filed the statement when as required by section three, may open books to receive proposi- may be^ tions and enter into agreements in a manner authorized by this act. menced. But no company organized under this act shall do any business or issue any policies until bona fide agreements have been entered into covering property to be insured to the amount of not less than one hundred thousand dollars in cases of county associations, and fifty thousand dollars in cases of town associations. § 5. The directors of every company formed under this act Records, shall procure proper books in which the secretary shall keep a perfect record of all the transactions of the company and of the board of directors, and shall show at all times fully and truly, the condition, affairs and business of said company, and shall be kept open for the inspection of every member thereof from nine o'clock in the forenoon to four o'clock in the afternoon, Sundays and legal holidays excepted. 148 INSURANCE LAWS. [1879,0.287, CHAP VT. § 6. The directors of any company formed under this act may Policies of . ^ ,. . ^. • J . \i .J J insurance, issue poucies of insurance, signed by the president and secretary, agreeing in the name of said company to pay all damages, not exceeding the amount insured, done to dwelling-houses, barns and their contents, and other property not more hazardous, and build- ings not more hazardous in cities or villages detached at such dis- tance as the by-laws of the company may prescribe, and their contents and live stock owned on the premises, caused by fire or lightning, during the time mentioned in the policy of the insured ; said company shall not issue policies for less than one year or more than five years ; and they shall not insure more than seven thousand dollars in any one risk. The company may issue more than one policy to one person, firm or corporation having separate or detached buildings, that this act or the by-laws of said com- pany do not prohibit the said company from insuring. Every policy issued shall have attached thereto a printed copy of the by- laws and regulations of the company. [As amended by Laws of 1880, chap. 397, § 3, and by Laws of 1882, chap. 282, § 2. J Undertak- § 7. Every person, firm or corporation or trustees so insured members shall give his, her or their undertaking, binding him, her or them, losses. their heirs or assigns, to pay their pro rata share to the company, of all losses or damages caused by fire or lightning, which may be sustained by any member or members thereof ; and every such undertaking shall be filed by the secretary of such company in the office of the company. He, she or they shall also pay such per- centage in lawful money, and such reasonable sum for policies and expenses as may be required by the by-laws of said company. Proceed § 8. Every person holding a policy not expired or vitiated, who rallo" h^s sustained a loss by fire or lightning, shall immediately notify loss. jjjg president or secretary of the company of his loss, and it shall be the duty of the officers of the company to at once proceed to ascertain and adjust said loss in the manner provided by the charter and by-laws of said company, and by the provisions of this act. ui^of"*" § 9* "^^^ companies formed under the provisions of this act risks. may classify the property or buildings insured therein, at the time of insuring and issuing policies, under different rates, according to the risk from fire which may be attached to buildings insured. Assess- Whenever the amount of any loss is ascertained, which exceeds mentson in amount the cash on hand of the company, the president or secretary, as shall be determined in the by-laws of the company, §§ IO-I2.J COUNTY AND TOWN. 149 CHAP. VI. shall convene the directors or executive committee, who shall make an assessment upon all the property insured, pro rata, suf- ficient to pay what the cash in hand falls short of paying, or for the whole loss, as the directors or executive committee may de- cide is best for the interest of the company. § 10. It shall be the duty of the secretary, within ten days, to Secretary notify every member by written or printed, or partly written and members of partly printed notice, signed by the secretary, that an assessment mem. has been made, and the amount due from such member as his share of the loss or damage as determined by said directors or executive committee, and the time when and to whom such amount must be paid ; such time shall be not less than thirty Time, nor more than sixty days from the date of such notice ; the cost of expense and collection to be regulated by the by-laws of the company , such notice may be served personally or by ^"J^es to mail, and if by mail it shall be deposited in the post-office at*"*^^"^*^- the place where its principal office is located, or where said secretary resides, directed to each member at his place of resi- dence or business and the postage prepaid. [As amended by Laws of 1882, chap. 312, § i.] § II. Suits at law may be brought against any member or Actions for members of any company, organized under the provisions ofments. this act by the president thereof, in the name of the company, in any of the courts of this State, of competent jurisdiction, to recover all assessments that any member neglects or refuses to pay when made upon him or them under the provisions of this act or the by-laws of the company. Any member or members refSs'S to' of any company formed under this act who refuses or neglects P*y- to pay his or their part of any assessment, or for any othea" reason satisfactory to the directors, may be excluded by a majority of the directors of the company from the company, and when thujs excluded, the president shall cancel or withdraw his or their pol- icy or policies, which shall prevent him or them recovering for any loss after exclusion by the directors ; but nothing herein con- tained shall prevent the collection of such assessment in any suit at law. The officers of any company formed under this act, who Penalty for shall neglect or refuse to perform the duties imposed upon them dSty'by"^ by the provisions of this act, shall be liable in their individual ca- "^o^'s- pacity for the amount lost to the person or persons who lose by their refusal or neglect. § 12. No company organized pursuant to the provisions of this .^^^^[^0,1^, 150 INSURANCE LAWS. [1879, c. 287, °^^' ' act shall insure any building or property out of the limits of the operations, territory comprised in the articles of association adopted in the formation of the company, except when a person or member of the company, who has a farm extended^ beyond the line of the said limits on which he resides, has buildings or property on that part beyond, in which case such buildings and their contents may be insured, together with his other buildings, nor shall any company insure any property other than dwelling-houses, barns and their contents, other property not more hazardous, buildings in cor- porated* villages or cities detached such distance from any other building as the by-laws of the company may prescribe from any other building, and their contents, and live stock owned upon such property. \As amended by Laws of 1880, chap. 397, §4, and by Laws of 1882, chap. 282, § 3. J Directors g jj. The directors of any company or association organized chosen under the provisions of this act shall be chosen by ballot at the annually by baUot. annual meeting of the company, which shall be held on the second Tuesday of January, unless some other day be designated by the by-laws of any such company or association. At such meeting every person insured shall have one vote, and shall be entitled to vote by proxy at such elections, unless prohibited by the by-laws of the company or association. \As amended by Laws of 1880, chay. 397, § 5.] Annual § 14. It shall be the dflty of the president and secretary of each and every company formed under the provisions of this act, to make a statement under oath, showing the condition of such com- pany on the day preceding the election of officers, which shall contain the amount, and kind of property insured ; the number of policies issued each year from the time of the organization of such company up to the time of making such statement, and the names of the persons to whom issued during the year last past, and the amount of such policy ; the names of persons withdrawn or ex- cluded from the company, with the amount of insurance of each ; the whole amount of moneys received by such company during the year, together with an itemized account of the same and the source whence derived ; the amount of disbursements, together with an itemized account of the same, including salaries of officers ; all fees, commissions and all sums paid for any purpose, and all other matters of interest to the company or members thereof ; *So in the original. statement. §§ IS-I7-] COUNTY AND TOWN. 151 CHAP. VI. which statement or a certified copy thereof shall be filed in the „ '^ ' Statement town clerk s office of the town where the office of the company is to be filed, located, in cases of town insurance companies, and in the office of the clerk of the county in cases of county insurance companies, within thirty days after the annual meeting in each year. And no company organized under the provisions of this act, nor their offi- statements cers, shall be required to make any report or statement, or do any required, requirement not contained in the provisions of this act or in the by-laws of the company to which they belong. § 15. Any member of such company may withdraw therefrom. Jfi'ii- at any time, by notice in writing to the president, or in his absence, members. to the secretary ; and paying his share of all claims existing against the company and surrendering his policy or policies. Members may be admitted who reside within the territorial limits of the of mem- company, upon the same terms and conditions as the original mem- bers, subject to the by-laws of the company organized under the provisions of this act. Non-residents who own property that may be insured in any such company may become members for the pur- pose of having their property insured, and shall enjoy all the rights and privileges of such company, and shall be accountable the same as other members, but shall not be eligible to hold office in said company. § 16. No company formed under this act shall insure against umita- losses otherwise than by fire or lightning, nor issue life insurance buskiess: policies or policies on any other risk not mentioned in this act, nor shall they insure any buildings or property within the cor- porate limits of any city or village, situated less than one hundred feet distant from any other risk or structure. § 17. Any company formed under the provisions of this act By.ia^. may make and enforce such by-laws for its regulation as two-thirds of all the directors may adopt, and any amendment may be adopted by being presented to the president at least three months previous to any regular meeting of said directors ; but said pro- posed amendment shall be voted for at a regular meeting, and two- thirds of the votes of all the directors shall be required to adopt it. No by-laws shall be of any effect if inconsistent with the provisions of this act or the laws of this State. The by-laws may provide for compensation of the officers of the company and the number and kind and the security proper to be given by any of- ficer, and may designate the amount of mone^ that may be kept on hand and the manner of disbursing the same, and make provis' 152 INSURANCE LAWS. [iS8o,c362, CHAP. VI. ion for books for records of the transactions of the com- pany. Com- § 1 8. Any company or association already doing a business of Sofng^ insurance upon the principles prescribed by this act may become busmess Qjgani^ed and possess all the power, and be subject to the re- Snler'tiUs strictions and regulations required by this act, upon filing a state- "'■ ment of their condition at the time, containing the requirements of section three, in the offices required by said section. The said companies or associations shall thereafter be subject to the provisions of this act, and the policies theretofore issued by them shall be as valid, and the rights and powers of the officers and members of such companies or associations shall be the same in all respects as if they had been originally organized under this act. \As amended by Laws of 1880, cha,p. 397, § 6.] Corpoi^ tioDS. Directors. li. 1880, Chap. 362 — An act to provide for the formation of county and town co-operative insurance companies. Passed "ULaj 22, 1880. \Title amended by Laws of 1881, chap. \Tl, % \2^ by adding the words " and town " thereto^ § I. It shall be lawful for any number of persons not less than twenty-five residing in one or more adjoining counties, or in one or more adjoining towns in any one county in this State who collectively own property of not less than fifty thousand dollars in value, which they desire to have insured, to form themselves into an incorporated company for the purpose of co-operative insurance against loss or damage by fire or lightning, by making, signing and acknowledging before some officer by law authorized to take acknowledgments of conveyances of real estate^ a certificate of their intention to form such corporation, stating the county or the counties, the town or towns, in which such company intend to do business, its corporate name, which shall embrace the county or town in which the business office of said company is located. Every person insured in said company shall sign an application for insurance as required by the articles of association and by- laws of the company, and thereby become a member thereof. [As amended by Laws of 1881, chap. 171, § i.] § 2. Every company formed under the provisions of this act shall choose of their number not less than eleven directors, whose duty it shall be to manage the business of the said company, who i§ 3-S.] COUNTY AND TOWN. 153 CHAP. VI. shall hold their office one year and such longer term, not exceed- ing four years, as the by-laws of the company may prescribe, and until others are elected and qualified ; and said directors shall Officers, choose from their number a president, secretary, and such other officers as their by-laws shall prescribe, who shall hold their of- fice not less than one or more than four years, as their by-laws shall prescribe; all officers to be elected by ballot. The business and corporate powers of the companies incorporated under this act shall be transacted and exercised by said board of directors, subject to the by-laws of the company. The by-laws shall pre- Quorum, scribe the number of directors necessary to constitute a quorum for the transaction of business, and may provide for an executive committee for such purposes as may be necessary, and may require officers to give such bonds as the interest of the comparay may require. [As amended by Laws of 1881, chap. 171, § 2.] § 3. It shall be the duty of the first directors of any company statement organized under this act, before doing any business of insurance to gommenc- prepare a statement showing the names of the persons compris- '°^ '"'^'" ing the proposed company with the amount of proposed insurance to each, the name of the company, a copy of the articles and by- laws of the company, and the names of the county or counties, town or towns, comprising the territorial limits within which it is proposed to do business, the names of the directors and officers, with their post-office address, the place where the principal office for the transaction of business shall be located, and the mode and manner in which the business of said company is to be conducted, and file a copy thereof, signed by said officers and directors, in the office of the clerk of each county comprised within the terri- torial limits of said company and in the office of the secretary of State. \As amended by Imws i(?/"i88i, chap. 171, § 3.] n rni • • «- i • i-i i i Books may § 4. The persons so associating, after having filed the statement be opened as required by section three, may open books to receive proposi- propo- tions, and enter into agreements in a manner authorized by this insurance, att. But no company organized under this act shall do any busi- ness or issue any policies until bona fide agreements have been entered into covering property to be insured to the amount of not less than one hundred thousand dollars for each county embraced within the territorial limits of said company, and within which it is proposed to do business. § 5. The directors of every company formed under this act shall Record to procure proper books, in which the secretary shall keep a perfect secreury. 154 INSURANCE LAWS. [1880,0.362, CHAP VI ' record of all the transactions of the company, and of the board of directors, and shall show at all times, fully and truly, the condi- tion, affairs and business of said company and shall be kept open for the inspection of every member of said company, every day from nine o'clock to eleven o'clock m the forenoon, Sundays and legal holidays excepted. PoUcies of § 6. The directors of any company formed under this act may insurance, j^^^^ policies of insurance, signed by the president and secretary agreeing in the name of said company, to pay all damages, not ex- ceeding the amount insured, done to dwelling-houses, barns and their contents, and other property not more hazardous, and build- ings not more hazardous in cities or villages detached at such dis- tance as the by-laws of the company may prescribe, and their contents, and live stock owned on the premises, caused by fire or lightning, during the time mentioned in the policy of the insured ; said company shall not issue policies for less than one year or more than five years ; and they shall not insure more than seven thous- and dollars in any one risk. The company may issue more than one policy to one person, firm or corporation having separate or detached buildings, that this act or the by-laws of said company do not prohibit the said company from insuring. Every policy issued shall have attached thereto a printed copy of the by-laws and regulations of the company. [As amended by Laws of 1881, chap. 171, § 4.] to^be made § 7" ^^^"^7 person, firm, corporation or trustee so insured shall insured°"^ give his, her, its or their contract or agreement binding him, her it or them, their heirs or assigns, to pay their pro rata share to the company of all losses or damages caused by fire or lightning, which may be sustained by any member or members thereof. He, she, it or they shall also pay such percentage in lawful money and at such reasonable sum for policies and expenses, and within such time as may be required by the by-laws of said company. \As amended by Laws of 1881, chap. lyr, § 5.] Tmmediate § 8. Every person, firm or corporation holding a policy, itot loss to be expired or vitiated, who has sustained a loss or damage by fire or ^'^°°" lightning, shall immediately notify the president or secretary of his, her, it or their loss or damage, and it shall be the riuty of the officers of the company to at once proceed to ascertain and adjust such loss or damage in the manner provided by the charter and by-laws of said company and the provisions of this act. Ciassifioa- § 9" The Companies formed under the provisions of this act may *T=er lie aiKtimi ie ^^ juk or ^ / ir^ ^ gy s aixsrs^mii -*riikx £.; iSiaffl 1» •5'At:: 11 nai in ise iBr-a^B*«d"::ii£ nBUEaaf sVjaT rrnin'siii: ~Ti* nire::!::'":- or 2ist;iirTi iTnitwiifmr, "^tod scaL nui^ti 2x ^aes- TTt^Tl- CZOX I_ OK JtriTXierrr ixSXBBll, Un. -n~? ?iT-T:-| ~TT^r ;^ xs g^^paSr-MDnm jnSosni fis TJC^ Ttiai ~th- r-?tgT, rr T^ari' fgO^ sn-i — of \,L: itrnKmAdif Zmats if %mA^ <^^ :'_. f £ ' Jtarr-yr w i.'gr iTLii P^^T I'm-^si IiD:a^-:_ filEItsf. iar ifi: 5s:r22rj. : misi itt jsaac. : sndt zmtt ynaT iirn te ji;s ±isx -ti — t iKraaass iscLjiaar cete fnrn: :ajt£ sas of sati. iiiai^ : ie c^stflf TTff.f i iiiaLL lit iszc^sna:! il tie }:c'h:-zi£i:;t a: :iie ziscs: Tries 335 ST a: ins Tiat-t 51 r^afcaii.'; ic braaiKst. siif ^iis ■ jr^psit. lAz MtmnH'v h Z^ruz aBix. :tua. r'— 1 7._ -fiB: tpBrtaflrnT, n -itt xaoe n: ie lonnsiT. ir. as^ ic iii incra sc jiEa: aaf oea&es' iterii^rj ar rif lags i;x> j^ vi^i. iraje xgiitL inrt jsLET , sii€ B esse ±t£ TcssififnT: i ■scihsd at' i'rrar sac SB cs^cS aur aasHtasTriJ -TT- ^ sdiirssuf- iift «t;t.T ae T'srziimi;^ i' r^:;iTT^n- rig: aiMBJUim s»aHaesES,~«^afit £frr per ^-f-n~nTr :r ssc^ ^EK^smexc % ie aaisi liisrer: 21: aanrjiti as iswio- :iin.2res^ ^ i psia-cj fxr sua; iS6 INSURANCE LAWS. [1880,0.362 CHAP. Ti. i^^g jjjg^y. prescnbc) from the company, and when thus excluded the secretary shall cancel or withdraw his or their policy or policies^ which shall prevent him or them recovering for any loss or damage after such exclusion by the directors or executive committee ; but nothing herein contained shall prevent the collection of such assess- ment and the penalty aforesaid in any suit at law which may have Ss^ been made prior to such exclusion. It shall be the duty of the Sneoted ''* officers of any company formed under this act to proceed to collect all assessments within thirty days after the expiration of the notice to pay the same, and any neglect or refusal on their part to endeavor to collect as aforesaid, or to perform any of the duties imposed by this act, shall render them liable in their individual capacity for the amount lost to the person or persons who lose by their refusal or neglect, and suit at law may be maintained by such party against such officers to collect such amount. [As amended by Laws of i%%i, chap.xix,l%.'\ Location § 12. No company organized pursuant to the provisions of this "^ ^' act shall insure any building or property out of the limits of the territory comprised in the articles of association adopted in the formation of the company, except when a person or member of the company, who has a farm extended beyond the line of the said limits on which he resides, has buildings or property on that part beyond, in which case such buildings and their contents may be insured, together with his other buildings, nor shall any company insure any property other than dwelling-houses, barns and their contents, othe^ property not more hazardous, buildings in incor- , porated villages or cities detached such distance from any other building as the by-laws of the company may prescribe from any other building, and their contents, and live-stock owned upon such property. \As amended by Laws of 1881, chap. 171, § 9.] ^'° § 13. The directors of any company organized under the pro- '■ visions of this act shall be chosen by ballot at the annual meeting of the company, which shall be held on the second Tuesday of January in each year unless some other day be designated by the by-laws of any such company. At such meeting every person, firm or corporation insured shall have one vote, and shall be entitled to vote by proxy at such elections, under such rules and regulations as may be prescribed by the by-laws, unless prohibited by the by- laws of the company. st°t°eralat § 14- I' shall be the duty of the president and secretary of each ofaffairs. ^^^ every company formed under the provisions of this act to §§ IS-I7-1 COUNTY AND TOWN. iS7 P TT A"P "VT make a statement under oath, showing the condition of such com- pany on the thirty-first day of December preceding the election of officers, which shall contain the amount and kind of property insured, the number of policies issued from the time of the organization of such company up to the time of making such statement, and the whole amount of the same ; the whole amount of moneys received by such company during the year, together with an itemized account of the same, including salaries of ofiicers, all fees, commissions, and all sums paid for any purpose, and all other matters of interest to the company or members thereof ; which statement or certfied copy thereof shall be filed in the clerk's office of each county comprised within the territorial limits of such company, and with the secretary of State, on or before the first day of February next following. {As amended by Laws of 1880, chap. 171, § 10.] § 15. Any member of such company may withdraw therefrom 'J*^'"'- at any time, by a ten days' notice in writing to the secretary, and members. paying his share of all claims existing against the company and surrendering his policy or policies. Members may be admitted Admissioa who reside or own property within the territorial limits of the com- bers.*™' pany, upon the same terms and conditions as the original members, subject to the by-laws of the company organized by virtue of this act. Non-residents who own property that may be insured in any such company may become members and enjoy all the rights and privileges of such company, and shall be accountable the same as other members, but shall not be eligible to hold office in said company. § 16. No company formed under this 'act shall insure against what , , , ., , r. I- t ■ ■ insurance , losses or damage otherwise than by fire or lightnmg, nor issue may be life insurance policies or policies on any other risk not mentioned in this act, or transact any other business than as provided by this act. § 17. Any company formed under this act may make and By-laws, enforce such by-laws for its regulation as two-thirds of all the directors of such company may adopt, and any amendments of such by-laws may be adopted by being presented to the president at least three months previous to any regular meeting of such directors ; but said proposed amendments shall be voted for at a regular meeting only, and two-thirds of the votes of all the direct- ors shall be required to adopt them. No by-laws shall be of any effect which are inconsistent with this act or the laws of the State. 158 INSURANCE LAWS. [1880,0,362. ' ^^' The by-laws may provide for compensation of the officers of the company and the number and kind, and the security proper to be given by any officer, and may designate the amount of money that may be kept on hand, the manner of disbursing . the same, and make provision for books for records of the transactions of the company. Companies § 1 8. Any company already doing a business of insurance upon do?[fg^ the principles prescribed by this act may become organized and may°°^' possess all the powers and be subject to the restrictions and regu- un^er'this lations required by this act, upon filing a statement of their con- ^^ dition at the time, containing the requirements of section three, in the offices required by said section. The said companies shall thereafter be subject to the provisions of this act, and the policies theretofore issued by them shall be as valid and the rights and powers of the officers and members of said companies shall be the same in all respects as if they had been originally organized under this act. Not to § 19. Nothing herein contained shall authorize any company businMs in formed under the provisions of this act to transact business in not three *° to exceed three counties, which shall be designated in the certifi- counties. ^^^^ required by section one, except as hereinbefore specially au- thorized. Any company now organized and doing business under the provisions of this act, or which may hereafter be organized and do business under the provisions of this act, in one county or two adjoining counties, may extend its business into any number Certificate ^^ counties, not exceeding three in all, by filing in the office of fiieS stating *^^6 clerk of such adjoining county or counties a duly certified counties, copy of the certificate arid statement filed in the office of the sec- retary of State, under the provisions, of sections one and three of this act, and also by filing in the office of the secretary of State and of the county clerk of each county comprised within the ter- ritorial limits of said company, a certificate signed by at least two- thirds of the directors of said company stating the counties within which said company proposes to do business, and upon filing such certificates and certified copies as herein provided, any such com- pany shall possess all the business and corporate powers, rights and privileges in the counties named in such certificate (not ex- ceeding three), and be subject to the same liabilities as though originally organized under a certificate specifying the same coun- ties as the territorial limits of such company. [As amended by Laws of 1881, chap. 171, § 11, and by Laws of 1882, chap. 38, § i.] § I.] COUNTY AND TOWN. 159 CHAP. VI. L. 1881, Chap. 305— An Act to extend the time for the continuance of town insurance companies organized under chapter seven hundred and thirty-nine of the laws of eighteen hundred and fifty-seven. Passed May ig, i88z. Section i. The time for the continuance of any town insur- Tim? for ■^ continu- ance company organized under the provisions of chapter seven ^"<=« °f hundred and thirty-nine of the laws of eighteen hundred and fifty- insurance •< a J companies seven as amended, and which has since continued to do and is extended twenty-nve now domg busmess under the provisions of such chapter as years, amended, is hereby extended twenty-five years from the passage of this act. CHAPTER VII, CHARITABLE, BENEVOLENT AND BENEFICI- ARY ASSOCIATIONS, SOCIETIES AND CORPO- RATIONS.* PAGB. 1872, Ch. 104 — Trustees not to receive compensation i6i Sec. I. No director or trustee to receive compensation. 1881j Cli. 256 — The general act i6i Sec. I. Certain societies and associations to be subject only to the provisions of this act. 2. To report annually to the superintendent ; form of report ; fee ; no deposit required ; penalty for refusing to report. 3. Principal office, etc. ; notice of change of office, etc. 4. Certificate of authority to do business. 5. Visitation and inspection ; proceedings when superintendent is of opini°on that association should be restrained from doing business ; trial by jury. 6. Act not to apply to insurance companies. 7. Penalty for neglect of official duty. 8. Report to be in lieu of other reports required by any general law. 1881, Ch. 428— InTestment of funds 164 Sec. I. Funds how invested. 2. May hold property donated. 3. Not to hold property beyond amount entitled by its charter or by law. * It has not been deemed advisable to insert in this compilation, the Laws relating to " Benevolent, Charitable, Scientific and Missionary Societies." The general act for theia- corporation of these societies is chap. 319, Laws of 1848. The following are the amendatory acts: Laws of 1849, chap, 273; Lsiws of 1853, chap. 487 ; Laws of 1861, chap. 239; Laws of 1872, chap. 649 ; Laws of 1875, chap. 452 j Laws of 1876, chap, igo, and Laws of 1881, chap. 526. The following acts also relate to the same subject: Laws of 1854, chap. 50: Laws of 1861, chap. 58; Laws of 1864, chap. 419; Laws of 1870, chap. 51, and Laws of 1881, chap 641, The court of appeals in People^ ex. rel. Blossom^ v. Nelson^ 46 N. V. 477, held that a benevolent co-operative relief association is not an association for benevolent or char- itable purposes within the meaning of chap. 319, Laws of 1848, above mentioned. §§ 1, 2.J CHARITABLE, BENEVOLENT, ETC. i6i CHAP. Tn. li. 1872, Chap. 104 — An Act in relation to trustees and directors of charitable and benevolent institutions. Passed March i2» 1872. Section i. No trustee or director of any charitable or benevo- No director , . . . . , . , or trustee to lent institution, organized either under the laws of this State or receive com- by virtue of a special charter, shall receive, directly or indirectly, ^^°^ '°°" any salary or emolument from said institution, nor shall any salary or compensation'whatever be voted or allowed by the trustees or directors of any institutions organized for charitable or benevo- lent purposes, to any trustee or director of said institution for services, either as trustee or director, or in any other capacity. li. 1881, Chap. 256— An Act concerning charitable, ben- evolent and beneficiary associations, societies and corporations. Passed May 12, 1881. Section i. All associations and societies, whether voluntary or certain . incorporated under the laws of this State, or of any other State |nd°aS>ci- or territory of the United States or of the District of Columbia, sitject" *"* doing business in this State, which heretofore have or hereafter provisio'ns* may issue any certificate to, or have made, or may make, any°^"''^*'^'- promise or agreement with their members whereby upon the de- cease or sickness or other physical disability of a member any money or other benefit, charity, relief or aid is to be paid, provided or rendered to such member, or to others dependent upon him, or beneficiary designated by him, which money, benefit, charity, relief or aid are derived from voluntary donations or from admission fees, dues and assessments collected or to be collected from the mem- bers thereof and interest and accretions thereon, and which funds and the business operations of which associations and incorpora- tions are limited to such benevolent or charitable uses, shall be subject only to the provisions of this act as hereinafter specified. § 2. Every such association or society shall, on or before the To report first day of March of each year, make and file with the superin- the super- tendent of the insurance department of this State, a report of their insurance operations during the year ending on the thirty-first day of Decern- ment' ber, immediately preceding, which shall include the number of members then existing, the number who have become members dugring such year, the number whose membership has terminated from any cause, and the cause thereof, the total receipts and sources 21 i62 INSURANCE LAWS. [1881, c. 256. CHAP Til ' thereof, the total expenditures and objects thereof. Such reports reports. shall be upon blank forms to be provided by such superintendent, and shall be verified under oath by the duly authorized officers of such associations, and shall be published, or the substance thereof, in his annual report by such superintendent, who shall be entitled to receive therefor, from each of such associations at the time of filing their annual report, a sura equal to one dollar for **■ each one hundred members or fraction thereof, not exceeding the No deposit sum' of twenty-five dollars frora any association. * And no other required, j-jja^j-gg shall be made, or fee collected, from such associations or societies by such department for any purpose whatsoever, nor shall any deposit of securities with the superintendent be required from Penalty for ^uch associations or societies. Any association or society refus- report!^'° ^^S or neglecting to make such report and payment may, upon the suit of any citizen of this State, be enjoined by the supreme court from carrying on any business until such report and pay- ment shall be made, and until the costs of such action be paid. Principal § 3" ^^^^y such association or society now doing business within office, etc. tjjis State shall, on or before the first day of July in the year eighteen hundred and eighty-one, and every such association here- after commencing business within this State, shall, before doing business therein, designate some place within this State as the prin- cipal office in this State of such association and some person resid' ing in the same city, village or town where such office is located, as a person upon whom service of legal proceedings and papers may be made, as upon such association, such designations to be made by an instrument under the hand of the president and secre- tary of such association, filed in the office of the superintendent of the insurance department of this State. If the person designated as above provided shall die or remove from such place, another ciiange of person shall be appointed in his place within thirty days. Notice o oe, e c. ^^ ^^^ change of the office of such association, or any new or dif- ferent designation of a. person upon whom service may be made as above provided, shall, under the hand of such president and secretary, be filed with the superintendent aforesaid, within thirty days after such change or new designation is made. Upon failure to comply with any of the provisions of this section, such associa- tion shall cease to do business in this State until compliance there- with, and any officer, agent or representative of such association who shall collect any moneys or issue any certificate in carrying §§ 4-7-] CHARITABLE, BENEVOLENT, ETC. 163 • , , . ^ ^ ., , . , 1 . CHAP. VII. on said business, after failure to comply with these requirements, shall be liable to punishment as hereinafter provided. § 4. No such association or society, except such as are now doing Certificate T. • ■ 1 ■ 1 ■ r, t 1. , • , . ° of authority business within this State, shall commence business therein until it to do has received from the superintendent of the insurance department a certificate of authority, a duplicate of which shall be filed in the office of said superintendent. It shall be the duty of said super- intendent to refuse certificate to any association or society when, in his judgment, such refusal will best promote the public interests. Matter of Hartford Life and Annuity Ins. Co., 63 How. 54. § 5. All such associations and sbcieties.tosether with their books, visitation J 1 , „ ,_ , . . r . , . . ' and inspec- papers and vouchers shall be subject to visitation and inspection tion. by the superintendent of the insurance department or such person or persons as he may designate. If said superintendent shall be Proceed- of the opinion that such association or society should be restrained superin- from doing business, he shall report the same, with the facts upon of opinion which such opinion is based, to the attorney-general, whose duty it ation shall be, if he shall be of the opinion that the facts warrant such restrained report, to apply to the supreme court, at a special term thereof, busTness!"^ within the judicial district in which the principal place of business of such association or society within this State is located, for an order requiring the officers of such association or society to show cause, at a reasonable time and place within such district, why such association or society should not be restrained from continuing to transact business, with power to the said court to adjourn the hear- ing thereof, from time to time, not exceeding, however, sixty days in the aggregate. Such associations or societies shall be entitled to be heard, and to a trial by jury of the facts stated in said report, jury, and to examine papers and witnesses under oath in the usual mode of trials of actions, and the verdict of said jury shall be conclusive upon the propriety of restraining such cpntinuance of business upon such report and opinion. And judgment shall be entered upon such verdict in the same manner as in ordinary actions under the Code of Civil Procedure. § 6. Nothing in this act contained shall be construed to apply Act not to to any corporation, company or society incorporated under the msur^nce life insurance laws of this or any other State, territory or country. '=°™p^°"'^- Matter of Hartford Life and Annuity Ins. Co., 63 How. 54. § 7 . Any officer or agent of any such association or society, Penalty for whose duty it is to make any report or perform any act as pro- official vided in this act, who shall neglect or refuse to comply with any i64 INSURANCE LAWS. [1881, c. 428. ■ of the provisions of this act in respect thereto, or who shall make in any report or statement aforesaid any false or fraudulent state- ment, and any person who shall act within this State as agent, solicitor or collector for any such, association or society, which shall have failed, neglected or refused to comply with the provis- ions of this act, shall be guilty of a misdemeanor, and upon con- viction thereof shall be punished by a fine of not less than one hundred dollars, nor more than five hundred dollars, or by im- prisonment in a county jail of not less than ten days nor more than one year,. or both such fine and imprisonment, in the discre- tion of the court. „ § 8. The report to the superintendent of the insurance depart- bemUeuofment shall be in lieu of all other reports required by any general reports Jaw under which said associations or societies are or may be in- required by ■" any general corporated. L. 1881, Chap. 428— An Act relating to the investment of fiinds of charitable and benevolent institutions and corporations. Passed May 28, 1881, Funds, how SECTION I. The funds of charitable and benevolent institutions invested. ^^^ charitable and benevolent corporations may be invested in any such securities as are now permitted by law to banks for sav- ings ; and also in such real estate as such institutions or corpora- tions are permitted to hold under the laws of this State. May hold § ^" ^"'^^ associations and corporations may retain and hold as §onateX such investment any specific property, real or personal, donated to them respectively. Not to hold § 3' Nothing contained in this act shall be so construed as to property permit any such institution or corporation to take or hold any amount personal or real estate beyond the amount in value it is now en- entitled by . ^ its charter titled to hold Under Its charter or the laws of this State. or by law. CHAPTER VIII. GENERAL AND MISCELLANEOUS PROVISIONS RELATING TO INSURANCE COMPANIES. PAGE. 1828; R. S. Title 21, Ch. XX, Fart I — Insarances made in for- eign countries and by associations, etc., unauthorized by law 167 Sec. I. Certain insurances by foreigners prohibited. 2. Penalty and application thereof. 3. Amount to be paid into treasury by agents. 4. Persons not to act as agents without giving bond. 5. Penalty for making insurance without having given bonds. 6. Penalties, how collected and applied. 1829, Ch. 336 — Marine insurance I69 Sec. I. Provisions of R. S. applicable to marine risks. 1840^ Ch. 287 — Mutual companies 169 Sec. I. Mutual companies may loan certain moneys. 2. Bonds and mortgages received by mutual companies valid. 1848, Ch. 205 169 Sec. I. Provisions respecting membership to mutual companies. 1854, Ch. 224 — Powers and duties of trustees 170 Sec. I. When assignment made by insurance company for benefit of creditors, vests in supreme court; powers and obligations of trustee appointed by court. 1856, Ch. 75 — Unclaimed dividends 171 Sec. I. Companies to publish annually statement of dividends and in- terest unclaimed for ten years . 1859, Ch. 168 — Insurance against loss of horses, etc., by being stolen ■ 171 Sec. I. Companies maybe formed for recovery of stolen horses, etc.. and to insure against loss by being stolen. 2. Directors ; term of office. 3. Articles of association to be filed. 4. Policies. .5. Undertakings to be given ; contents thereof, and when filed. 6. Duty in case of loss or damage. 7. Assessment, when to be made. 8. Duty of secretary. 9. Liability of members. i66 INSURANCE LAWS. Sec. 10. Election of directors. 11. Secretary to prepare statement 12. Withdrawal of members. 13. By-laws. 14. Continuance. 1862, Ch. 367 —Lien upon stock or certificates of profit 175 Sec. I to 5, and sec. 7. Amend L. 1853, chap. 466. 6. When companies to have lien upon stock or certificate of profits of members. 1862, Ch. 412 — Closing np of insolvent, etc., mntnal com- panies 17s Sec. 1 . Referee may be appointed. 2. Proceedings before referee. 3. Notice of hearing. 4. Commission to examine witnesses. 5. Power of supreme court. 6. Disbursements ; saving clause. 1867, Ch. 91 — Rednction of stock by joint-stock companies. ... 176 Sec. I. When capital stock of joint-stock fire and marine insurance companies to be reduced. 2. Reduction to be made only upon resolution of board of directors. 3. Execution of certificates by superintendent. 4. After filing certificate, charter deemed to be amended. 5. Return of old certificates of stock, and issuing new certificates in lieu thereof. 6. Capital stock, when and how increased. 7. Amends L. 1853, chap. 466. 1867,Ch. 709 — Statements by receivers and trustees 17S Sec. I. Amends L. 1B65, chap. 199. 2. When receivers and trustees of insurance companies to make statements to superintendent. 1873, Ch. 688 — Responsibility of agents 178 Sec. 1. Agents receiving money liable in a fiduciary capacity. 2. Taking moneys, with intent to embezzle, larceny. 1875, Ch. 423 — Investments by insurance companies 179 Sec. I. Report to superintendent of stocks in other companies. 2. Investment by companies in other States. 1877, Ch. 183 — Rednction of number of directors 180 Sec. I. Reduction of number of directors; may be done immediately or gradually; quorum. 1877, Ch. 209 — Amount of capital stock 180 Sec. I. Capital stock of fire and marine companies. 2. Requirements of foreign companies. 3. Repeal. 1877, Ch. 211 — Namesof companies 181 Sec. I. Not to take name of any other company; duty of superintendent. 1877, Ch. 245 — Bank balances to be published 181 Secs. I and 2. Superintendent to publish monthly a statement of bal- ances in banks designated as depositories of State funds. §§ I-3-] MISCELLANEOUS PROVISIONS. 167 1881, Ch. 463 — Jurisdiction of courts in certain cases 182 ^^^^■''"^ Sec. I. Courts of this Staie prohibited from entertaining jurisdiction of actions on policies of insurance in certain cases. 1881j Ch. 486 — Bonds required by law 183 Sec. I. Certain officers may accept as surety, a company authorized to guarantee bonds, etc. 2. When not to be accepted . 3. Duty of superintendent in case liabilities of company exceed assets. 1828, B. S. Part I, Chap. XX, Title 21 —Of insurances on property in this State made in foreign countries, and by individuals and associations unauthorized by law. (Most, if not all, of this title is made obsolete by later enactments on the same subject.) Section i. No person, association or company of persons re- Certain in- siding in any foreign country, and no incorporation established foTeCmi^^ in a foreign country, nor any person in behalf of them, or any ''" "'*''■ of them, shall, directly or indirectly, make any contract of in- surance, or by way of insurance, against loss or injury by fire, upon any house, building or goods situated or being in this State. (Laws of 1814, chap. 49, §§ x and 2.*) § 2. Whoever shall offend against the foregoing provision shall Penalty forfeit one thousand dollars, for the use of the poor of the county cation where such illegal contract shall be made. (The same.) § 3. There shall be paid into the treasury of this State, on the^mountto first day of February in each year, by every person who shall act into treas- as agent for any individuals, or associations of individuals, not in. by agents, corporated and authorized by the laws of this State, to effect in- surances against * * * * marine losses and risks,, although such individuals or associations may be incorporated for that pur- pose by any other State or country, the sum of two^ dollars upon the hundred dollars, and at that rate upon the amount of all pr^ miums which, during the year ending, on the preceding first day of * The following is the preamble to the original act of 1814, with a note contained in the Session Laws : Preamble. — Whereas a certain company or association of persons in England under the name of the " Phoenix Insurance Company," have appointed agents and established offices in this State for the purpose of makinginsurancein this Slate onbehalf of the said English company or association : Therefore, etc. Note.— As during a state of war, foreigners, especially alien enemies, could not be coerced by any of our courts of justice to the performance of their contracts, this act for this, among other reasons, was adopted by the Legislature. It is proper to mention that Chancellor K.s.m ciissenieond. five hundred dollars, for the use of the poor of the county where the offense shall be committed. 4 (The same.) § 6. The penalties imposed in this title shall be collected, in the name of the people of this State, by the district attorney of the county where the offense shall be committed, for the use of the poor thereof. Penalties, how col- lected and applied. (The provisions of the foregoing sections 3,4, 5 and 6, relating to fire insurance, were re- pealed by Laws of 1849, chap. 178, § 6, ante, p. 121, and are therefore omitted.) § I.] MISCELLANEOUS PROVISIONS. 169 CHAP. Tin Li. 1829, Chap. 336 — An Act concerning marine insur- ance in the State of New Yorlt. Passed May i, 1829. Section i. All the provisions of title twenty-first of chapter Provisions twenty of the first part of the Revised Statutes, respecting insur- appiicake , . „ , . , . . , , to marine ance on property m this State, made in foreign countries and by risks, individuals and associations unauthorized by law, and all the pro- hibitions, requirements and penalties therein contained are hereby extended and applied to contracts of insurance, or by way of in- surance against marine losses and risks, or by lending money on respondentia or bottomry, and to all persons, associations or com- panies, and agents of the same, making, effecting or procuring any such insurance or contracts, by way of insurance or loan, or any other business which marine insurance companies, incorpo- rated by the laws of this State, may or do transact by virtue of their respective acts of incorporation. L, 1840, Chap. 287 —An Act in relation to mutual insur- ance companies. Passed Slay 13, 1840. Section i. Any mutual insurance company heretofore incorpo- ji„tuai rated in this State, whose charter limits the amount to be paid ^^^{^^^^ down upon premium notes to a sum not exceeding five per cent, ^0^"" may loan such portion of the said five per cent as may not be im- mediately wanted for the purposes of the corporation, upon good and ample security by bond or promissory notes . § 2. All bonds and promissory notes, heretofore taken by any Bonds and such mutual insurance company for money loaned, shall be valid, receivel by and may be collected by such company. companies, valid. L. 1848, Chap. 305— An Act in relation to the business of mutual insurance companies. Passed April 8, 1848. Section i. Every person becoming a member of any mutual Provision insurance company now incorporated under any law of this State, member- in any of the counties of this State, by effecting insurance therein, mutual . .,.,.'.,. . , companies. shall, before he receives his policy, deposit his promissory note fcr such a sum of money as shall be determined by the directors 22 170 INSURANCE LAWS. [1854, c. 224. CHAP, III. of said company ; such part of said note, not exceeding twenty per cent, as shall be required by the by-laws of the corporation, shall be immediately paid, and the remainder of the said deposit note shall be payable, in whole or in part, as the exigencies of the company shall require, for the payment of losses by fire and the incidental expenses of the company. At the expiration of the term of insurance, the said note, or such part of the same as shall remain unpaid after receiving thereon from the maker a propor- tionate share for all losses and expenses occurring during said term, shall be relinquished by the company to the maker, and it shall be lawful for the company to loan such portion of the money as may not be immediately wanted for the use of the corporation, provided the same shall be secured by a bond and a mortgage on unincumbered real estate, of double the value of the sum loaned. Furniss v. Gilchrist, i Sandf. 53; Brouwer v. Appleby, id. 158; Mer- chants' Mutual Ins. Co., id. 184; Hone V. Boyd, id. 481 ; Brouwer v. Hill, id. 629 ; Aspinwall v. Meyer, 2 id. 180 ; Emmet v. Reed, 4 id. 229 ; Brouwer V. Harbeck, i Duer, 114 ; Beadle v. Chenango County Mutual Ins. Co., 3 Hill, 161 ; Smith v. Saratoga County Mutual Fire Ins. Co., id. 509 ; Neely V. Onondaga County Mutual Ins. Co., 7 id. 49 ; Frost v. Saratoga Mutual Ins. Co., 5 Denio, 154; Crooke v. Mali, 11 Barb. 205 ; Cruikshank v. Brouwer, id. 228; Boynton v. Clinton and Essex Mutual Ins. Co., 16 Barb. 254; Viall V. Genesee Mutual Ins. Co., 19 id. 440 ; Shaughnessy v. The Rens- selaer Ins. Co., 21 id. 605 ; Devendorf v. Beardsley, 23 id. 656 ; Deraismes V. Merchants' Mutual Ins. Co., i N. Y. 371 ; Howland v. Myer, 3 id. 290 j Brown v. Crook, 4 id. 51 ; Emmet v. Reed, 8 id. 312 ; Brouwer v. Harbeck, 9 id. 589; Mutual Benefit Life Ins. Co. v. Davis, 12 id. 569; White v. Haight, 16 id. 310 ; Savage v. Medbury, 19 id. 32. When as- signment made by insurance company for benefit of creditors vests in supreme court. Powers and obligations of trustee appointed by court. li. 1854, Chap. 224 — An Act to enlarge the powers and duties of trustees in certain cases. Passed April 14, 1854. Section i. Whenever any insurance company or corporation shall have made an assignment of its property and effects to any person or persons in trust for the benefit of all its creditors, and such trust shall, from any cause, have become vested in the supreme court, the person or persons appointed by the said court for the purpose of executing such trust shall have and possess all the powers and authority conferred, and be subject to all the obli- gations and duties imposed, in article third, title four, part third and chapter eighth of the Revised Statutes, upon receivers appointed § I.] MISCELLANEOUS PROVISIONS. 171 , ^, , ,.,.', . CHAP. VIII in case ot the voluntary dissolution of a corporation ; and shall, in addition thereto, have and possess the same power and authority conferred, and be subject to the same duties and obligations imposed upon receivers in certain cases by the act entitled " An act to facilitate the collection of debts against corporations," passed March nineteenth, eighteen hundred and fifty-two, and shall in all respects be subject to the control and direction of the said court. Hurlbut V. Root, 12 How. 511 ; Hurlbut v. Carter, 21 Barb. 221. li. 1855, Chap. 75 — An Act relative to unclaimed divi- dends of insurance companies. Passed March 19, 1855. Section i. Every insurance company or association for fire, companies marine or life risks, conducted on the mutual principle or other- Annually'' wise, now or hereafter incorporated or organized, or doing busi- ofdfvi- ""^ ness under any general or special law of this State, on or before ?nterest"un- the first day of September next, and annually thereafter, shall fin years ""^ cause to be published for six successive weeks, in one public news- paper printed in the county in which such company or association may be located, and in the State paper, a true and accurate state- ment, verified by the oath of the treasurer or presiding officer, of all dividends and interests declared and payable upon any of the stock, bonds or other evidence of indebtedness of said company or association, which, at the date of such statement, shall have remained unclaimed by any person or persons authorized to receive the same for two years then next preceding ; and the word " divi- dend " shall include all scrip issued or declared due for unpaid earnings or profits. L. 1859, Chap. 168 — An Act to authorize the formation of companies for the recovery of stolen horses, cattle and sheep, and the apprehension of the thieves, and to insure against the loss of the same by being stolen. Passed April 7, 1859. Section i. It shall be lawful for any number of persons, not companies less than twenty, residing in this State, to form themselves into an JJJ^ °| incorporated company for the purpose of mutual insurance against loss or damage by having had stolen any horse or horses, cattle or 172 INSURANCE LAWS. [1859, c. 168, CHAP. VIII Directors. Term of office. Articles of association to be filed. Policies. Under- takings to be given. Contents thereof, and when filed. sheep, or any loss or expense incurred in recovering such animals as may have been so stolen, or in the apprehension of the thief or thieves, which corporation shall possess the usual powers and be subject to the usual duties of corporations, as defined in title three, chapter eighteen, part first of Revised Statutes, and the corporate name whereof shall embrace the name of the town in which the business office of sa;id company shall be located. § 2. Every company so formed shall choose of their number not less than five nor more than nine directors, to manage the affairs of such company, who shall hold their office for one year, and until others are elected, and such directors shall choose one of their number president and one as secretary. § 3. The directors of such company shall file their articles of association, together with a copy of their by-laws and the names of the officers of such company, in the town clerk's office of the town in which the office of such company is located, and which town shall be the residence of the secretary of said company, and said secretary shall keep a record of their proceedings in a book to be kept for that purpose, together with the names of the persons insured, and the amount each person is insured, which record shall be open for the inspection of all the members of such company from nine o'clock, a. m., to four o'clock, p. M., of each secular day, the established holidays excepted. § 4. The company may issue policies signed by their president and secretary, agreeing in the name of such company to pay all dam- ages which may be sustained from the stealing of such animals, and the recovery therof, and the apprehension of the thief or thieves, for a term not exceeding five years, by the holders of such poli- cies, not exceeding the sum named in said policy, and which shall not exceed the sum of five hundred dollars.' § 5. Every person so insured shall give his undertaking to said company, bearing even date with said policy so issued to him, binding himself, his heirs and assigns, to pay his pro rata share to the company, of all losses by the stealing and the recovery of such animals, and the apprehension of the thief or thieves, which may be sustained by any member thereof, and every such undertaking shall, within five days after the execution thereof, be filed by the secretary of such company, in the town-clerk's office of the town in which the office of said company is located, and shall remain permanently on file in such office, except when required to be pro- duced in evidence in court, and when so used shall be immediately §§ 6-S.] MISCELLANEOUS PROVISIONS. 173 CHAP V il l returned to said office of said town-clerk. He shall also, at the time of efifecting such insurance, pay such percentage in cash, and such reasonable sum for a policy, as may be required by the rules or by-laws of said company. § 6. Every member of such company who may sustain damages Duty ia or loss by the stealing of such animals, the expense of the recovery or damage, thereof, and necessary expense of the apprehension of the thief therein, shall immediately notify the president or secretary of said company, who shall forthwith convene the directors, whose duty it shall be, when so convened, to appoint a committee of not less than three nor more than five members of such company, to ascertain the amount of such loss or damage ; and in case of the inability of the parties to agree upon the amount of such loss or damage, the claimant may appeal to the county judge of the county, whose duty it shall be to appoint, by a writing signed by him, three disinterested persons, as a committee of reference, who shall have full authority to examine witnesses and to deter- mine all matters of dispute, who shall make their award in writing to the president or secretary of such company within twenty days after the hearing, which award so made shall be final. The said committee of reference shall each be allowed two dol- lars per day for each day's service so rendered, and which shall be paid by the claimant, unless the said award of said committee shall exceed the svaaa offered to be paid by the company in liquidation of such loss or damage, in which case said expenses shall be paid by the company. § 7. Whenever the amount of any loss or damages shall have Assess- been ascertained which exceeds in amount the cash funds of the Swrn^ company then on hand, the president shall convene the directors of said company, who shall make an assessment upon each member of the company in proportion to the amount insured by him, sufficient to pay such loss and damages, and a sum not exceeding ten per cent in addition thereto, to be determined by said directors. § 8. It sliall be the duty of the secretary, whenever such assess- ment shall have been completed, to immediately notify every person composing such company, by letter sent to him post-paid at his usual post-office address, of the amount of such loss and damages, and of the sum due from him as his share thereof, and of the time when and to whom payment is to be made, but such time shall not be less than thirty nor more than ninety days from the date of such notice, and every such person so designated to receive such money 174 INSURANCE LAWS. [1859, c. 168. CHAP.VllI members. may demand and receive two per cent in addition to the amount due on such assessment, for his fees in receiving and paying over such money. Liability of § 9. Actions at law may be brqjight against any member of such company, who shall neglect or refuse to pay any such assessment made upon him or them, under the provisions of this act, and the directors of any such company so formed, who shall willfully refuse or neglect to perform the duties imposed upon them by this act, shall be liable in their individual capacity, to the person or persons sustaining such loss or damage. Election of § '°- The directors of such Company shall be chosen by ballot at directors. ^.]^g annual meeting of the members of the company, which shall be held on the second Tuesday of January in each year at the business office of said company, and every person insured shall have one vote, but no person shall be allowed to vote by proxy at such elections. Secretary § 1 1- It shall be the duty of the secretary of every such company statemen't! to prepare a statement showing the condition of such company an the day preceding their annual meeting verified by the affidavit of said secretary attached thereto ; which statement shall contain the number of policies issued, and all other matters pertaining to the interest of such company ; which statement shall be filed in the office of the clerk of the town in which such company is located, " on or before the twenty-fifth day of January in each year, and which statement shall also be read to the members of such company when assembled at their annual meeting. § 1 2. Any member of such company may withdraw therefrom at any time, by giving notice in writing to the president or secretary of such company twenty days prior to such withdrawal, and paying his share of all claims then existing against said company ; and the directors, or a majority thereof, shall have power to annul any policy by giving twenty days' notice, in writing of their intention to do so, to the holder of such policy, and when so annulled said policy shall be void, and the undertaking given on issuing said policy shall also be void. § 13. The company so formed may adopt such by-laws for its regulation as are not inconsistent with the provisions of this act, and inay therein prescribe the compensation of its officers. § 14. No company formed under this act shall continue for a longer period J:han thirty years. With- drawal of members. By-laws. Contiau- ance. §§ 1,2.] MISCELLANEOUS PROVISIONS. I7S CHAP. Tin L. 1862, Chap. 367 — An Act to amend an act entitled "An Act to provide fop the incorporation of fire insurance companies," passed June twenty-fifth, eighteen hun- dred and fifty-three. Passed April 19, 186a. (Sections i to 5 and section 7 amend the general act, Laws of 1853, chap. 466, ante, PP- 15 i7> 19. 24i 3" and 34O § 6. Any fire or fire and marine insurance company, chartered when by this State, may have a lien by passing a by-law to that effect to have'iten upon the stock or certificate of profits owned by any member for any S^rartlfi-'' debt hereafter to become due the said company for premiums, by profit's of stating that the said stock is subject to any such lien upon the ~°~''°" certificates of stock or profits, and such lien may be waived in writing by the consent of the president of said company upon the transfer of any such stock. members. L. 1862, Chap. 412 — An Act to facilitate the closing up of insolvent and dissolved mutual insurance companies. Passed April 21, 1862. Section i. If any controversy or disagreement shall arise be- Refefee tween the receiver of an insolvent or dissolved mutual insurance ^^mted. company, in the settlement of any demand or claim against any member or stockholder of the company of which he is receiver, or any other person, or if after personal demand for payment of such demand or claim shall have been made, and the payment of the sum claimed be neglected or refused, the same may be referred to a sole referee who may be agreed upon by the receiver and the person against whom such demand or claim is made, by a writing to that effect signed by them, or upon application to any justice of the supreme court residing in the district where such receiver keeps his oifice as herein stated, and all controversies relating to such receiver's business may be referred to one referee in the discretion of the court. Such referee shall be appointed upon ten days' notice to the adverse party. Sands v. Tillinghast, 24 How. 435 ; Sands v. Birch, 29 Id. 305 ; Sands v. Harvey, ig Abb. Pr. 248 ; Sands v. Birch, id. 255 ; Sands v. Kimbark, 39 Barb. 108 ; S. C, 27 N. Y. 147. §2. The referee so appointed shall proceed in a summary Proceed- mannerto hear the proofs and allegations of the parties, upon l-eferee.'"^^ written or oral pleadings, and shall have the same powers and be 176 INSURANCE LAWS. [1867, CHAP. Tin 91. Notice of hearing. Commis- sion to examine witnesses. Power of supreme court. Disburse- ments. Saving clause. subject to the same duties and obligations, and shall receive the same compensation as referees appointed by the supreme court in personal actions pending therein, and upon his report a judg- ment may be entered in said coijrt, and be the judgment of said court, in the same manner ; and the supreme court may, on ap- peal from said judgment to the general term, set aside the report of the said referee ; but no appeal from such judgment shall sus- pend or delay the execution thereon, unless there shall be filed with the notice of appeal to the clerk of the court a certificate of a justice of the supreme court, to the effect that there is probable error in the said .judgment, nor unless security be given to the satisfaction of said justice for the payment of said judgment and the costs of the appeal, if said judgment be affirmed, § 3. All controversies before said referee shall be brought to a hearing upon notice to the adverse party, the same as now required by the rules and practice of the supreme court. § 4. The referee so appointed, at any time after his appointment, and without an issue of fact joined, shall have the same power and authority to issue a commission to examine witnesses relating to any controversy before him as a justice of the peace now has. § 5. The supreme court shall have power to refer all actions now pending therein, wherein any such receiver is a party, and where any controversy arises as mentioned in the first section of this act, such reference shall in no way prejudice the proceedings already had. § 6. The prevailing party shall recover the disbursements to the controversy only. This act shall not affect the costs already made in actions pending, and the costs now incurred in actions pending shall abide the event of the action, not to exceed twenty dollars in cases where no judgment has been entered. Costs on appeal may be allowed in the discretion of the court, and may be absolute or directed to abide the event of the action. Sands v. Harvey, ig Abb. Pr. 248 ; Sands v. Birch, id. 255. When capital Li. 1867, Gbap. 91 — An Act to authorize joint-stock lire and marine insurance companies to reduce their capi- tal Steele, and to amend the act to provide for the incorporation of fire insurance companies. Passed March 16, 1867. Section i. Whenever it shall appear to the superintendent of the insurance department, from an examination made by him in §§ i-4-] MISCELLANEOUS MOVISIONS. 177 the manner prescribed by law, that the capital stock of any joint- stqck fire or marine insurance company organized pursuant to law, fo?nus°ock is impa;ired to an amount exceeding twenty-five per cent of such marine capital, and he shall be of the opinion that the interests of the comparSes public will not be prejudiced by permitting such company to con- reduced, tinue business with a reduced capital, it shall be lawful for such company, with the permisSibh of the said superintendent, to reduce its capital stock, and the par vkliie of the shares thereof, to such amount as the said superintendent may, under his hand and official seal, certify to be proper, and as shall, in his opinion, be justified by the assets and property of such company : provided that, in fixing such reduced capital, no sum exceeding twenty-five thou- sand dollars shall be deducted from the assets and property on hand, which shall be retained as surplus assets, and provided that ^^ucUon^ no part of such aSsets and property shall be distributed to the stockholders, and provided, further, that the capital stock of any such company shall not be reduced to an amount less than the sum now required by law for the organization of a new company, under the general insurance laws, for the transaction of business at the place where such company is located and of the kind which such company is authorized to transact. § 2. No reduction of the capital of any such company shall be Reduction made, except upon a resolution of its board of directors, approved only upon by at least two-thirds of the directors, and certified under its cor- of board of dii*GCtorfi porate 'seal, signed by the president and at least tWo-thirds of the directors, and proved or acknowledged in the manner required by law for the proof or acknowledgment of conveyances, which certificate shall be filed in the office of the said siipeririteiident before any action shall be had by him thereon. § 3. The superinterident of the insurance department, in case Execution he shall permit any such company to reduce its capital in the man- cateTby' ner provided in this act, shall execute the certificate required by ™ndentT the first section, in duplicate, and deliver one of such ceirtificates to the officers of such company, who shall forthwith file the same with the clerk of the county in which such company is located, and the other of such certificates shall be filed in the office of said superintendent. § 4. Such company, upon filing the certificate with the county After filing clerk, as required by the third section of this act, shall, with such charter ' reduced capital, possess the same rights and be subject to the same to be liabilities that it possessed or was subject to at the time of the re- 23 • 178 INSURANCE LAWS. [1873, c. 688. CHAP. Tin ^^^^.^^ of its capital, and the charter of such company shall be deemed to be amended in respect to the amount of capital and the par value of the shares so as to conform to such reduction. Return of § 5- It shall be lawful for the said company to require the re- cites^of*' turn of the original certificate of stock held by each stockholder, issumg^new and in lieu thereof to issue new certificates for such number of fn uL**'"^' shares as the said stockholder may be entitled to, in the propor- thereof. jj^^^^ ^^3,^ the reduced capital may be found to bear to the original capital of the company. Capital § 6. It shall be lawful for any such company, after its capital and how ™ shall be so reduced as aforesaid, to increase its capital stock, in increase . ^^^ mode prescribed by the nineteenth section of chapter four hundred and sixty-six of the Laws of eighteen hundred and fifty- three. (Section 7 amends Laws of 1853^ chap. 466, an/e^ p. xg.) li. 1867, Chap. 709 — An Act to amend an act entitled " An Act to amend an act to provide for the incorpora^ tion of fire insurance companies, passed June twenty- fifth, eighteen hundred and fifty-flve," passed March twenty-sixth, eighteen hundred and sixty-five, and to require receivers and trustees of insurance companies to make annual and other statements. Passed April 24, 1867. (Section i. Amends Laws of 1865, chap. 199, ante, p. 123.) When re- § 2- It shall be the duty of all receivers and trustees of insur- trasfels^of^ ance companies, during the monA of January of each year, and companies at any Other time when required by the superintendent of the in- statements surance department, to make and file annual and other statements tendem™' °^ their assets and liabilities, and of their income and expendi- tures, in the same manner and form, and under the same penal- ties, as the officers of such companies are now required by law to make annual and other statements to the insurance department li. 1873, Chap. 688 —An Act regulatingthe responsibility of agents of insurance companies. Passed June jo, 1873, Section i. Any person who shall be appointed, or who shall receiving act as agent for any insurance company within this State, or who liable in a shall as such agent solicit applications, issue policies or renewals, §§ 1-2.] MISCELLANEOUS PROVISIONS. 179 J 11 , • • 1 , . . , . CHAP.TIII and collect premiums either for origmal insurances or renewals, or who shall receive or collect moneys from any source or any account capacity, whatsoever, as such agent, for any insurance company doing busi- ness in this State, whether such company be organized under the laws of this State or any other State of the Union, such person shall be held responsible, in a trust or fiduciary capacity, to such com- pany for any moneys received by him for such company. § 2. Any such agent or person who shall embezzle or convert to Taking . . . moneys, his own use, or shall take or secrete or otherwise dispose of, with with . intent to intent to embezzle or use, or who shall fraudulently withhold or embezzle, . . larceny, appropriate, invest, loan or otherwise fraudulently apply or make use of, without the consent of such company, or contrary to its instructions, any money belonging to such company which shall have come into his possession, or shall be under his care, by reason of such agency, he shall be deemed by so doing to have committed the crime of larceny, and upon conviction shall be punished for such crime. Li. 1875, Chap. 423 — An Act to regulate investments by insurance companies. Passed May 24, 1875, Section i. Whenever any insurance company, organized under Report to any of the laws of this State, shall have invested any of its funds tendentof in the stock of other incorporated companies, under and in pursu- othe/com- ance of the laws of this State, and the superintendent of the insur- P*°'^'- ance department shall have reason to believe that such stock is below par, he may direct any such company to report to him under oath the amount of such stock so held by any such company, and if the market value thereof is below par, he may direct the sale (under such regulations as he may establish) of such stock by such insur- ance company. § 2. It shall be lawful for any life, fire or marine insurance com- invest- o J ' ^ ment by^ pany organized under any of the laws of this State, and transacting companies business in other States of the United States, to invest the funds states, required to meet its obligations incurred in such other States, respectively, in the same class of securities in those States that such corporations are by law allowed to invest in, in this State, but this act shall not be construed as authorizing, nor does it permit any such corporation to loan moneys on mortgage upon real estate with- out the limits of this State and States adjacent tiiereto. i8o INSURANCE LAWS. [1877, CHAP. VIII 2og. li. 1877, Chap. 183 — An Act to provide for the reduction of the number of directors in life, fire and marine in- surance companies. Passed April 25, 1877, \Title thus amendedby Laws of 1881, chap 583, § 2.J Reduction SECTION 1. Any existing life, fire or marine insurance company, ofdiTMtore. organized under any of the laws of this State, may by a vote of two- thirds of its board of directors, and upon a written notice to all its stockholders, with the written consent of a majority in amount of its stockholders, reduce the number of directors to not less than thirteen, a majority of whom shall be citizens of this State, by altering or amending its charter in respect to the number of direc- tors, and filing a copy of the charter so amended, together with a declaration under its corporate seal, signed by its president and two-thirds in number of its directors, with such written consent of a majority of its stockholders, in the office of the superintendent of the insurance department ; such reduction of the number of directors may be made so as to take effect either immediately or gradually as vacancies may occur in the board of directors by death, resignation, disqualification or otherwise ; and when the number of directors shall be reduced as herein provided to thirteen, seven of such number shall constitute a quorum for all purposes. \_As amended by Laws of 1881, chap. 583, § i.] May be done im- mediately or gradu- ally. Quorum. Capital of stock com' panies. Require- ments of foreign companies. L. 1877, Chap. 309 — An Act regulating the amount of capital stock for fire and marine insurance companies. Passed May 3, 1877. Section i. No stock company shall be hereafter organized un- der the laws of this State for the transaction of fire or marine insurance business with a smaller capital than two hundred thou- sand dollars, the sum to be paid in, in cash. \As amended by Laws of xZtZ, chap. 377, § I.] § 2. Companies from other States and countries hereafter ap- plying for admission to this State shall be possessed of at least the amount of capital required from companies organized under the laws of this State, and the total capital of such companies must be fully paid in, in cash. It shall be the duty of the superintendent of the insurance department to refuse admission to any such com- pany unless its assets are of the same general character that com- panies of this State are permitted to hold, nor shall any such § I.] MISCELLANEOUS PROVISIONS. i8i co mpan y be admitted to transact bnsiness m this State nnless it shall file in the office of the sapeiintendent of the insurance de- partment an agreement imder its corporate seal that it will not (while anthorized to do bosiness in this State) transact in this State any bnaness which any fixe insurance companies (rf this - State, aigamzed under the general act, is prohibited from trans- acting, and any company violating the provisions of said agree- ment shall have their certificate of authority revoked by the said a upeiin tendent forthwith ; provided the assent of the attomey- geaeai sbaH be previou^ obtained. [As amended by I^aws of 1879, cht^ 490, § I, and by Laws of i88r, chaf. 671, | i.] §3. Allactsorpartsof acts inconsistoit with diis act axe hereby KepoL repealed. Ij. X'&Tli dmp. 211 — An Aet in relation to the names of insurance companies. Pasco May z, iS;?. Section i. No fire, life, marine or other insurance company Not to take hereafter organized under the laws of Has State shall use a cor- any other ^oiate name or title which shall at the time of such organization '*"''""'' be used to designate any fire, life, marine or other insurance com- pany already exisdng under the laws of diis State ; and it shall be die duty of the superintendent of the insurance department to Dotj of i^ect any name which he shall deem to be so nearly similar to ff^ any already in use as to lead to confiiaon or uncertainty on the part of the public. 0te Lows of as3, ckap. 466, 1 4. <>««e. P- <4-) I<. 187 7, Chap. 245 —An Aet aath«nrizing: the State treasu- rer and other State officers to publish in the State paper, monthly statements of bank balances, and for other purposes. p«»„ May ^ ^. Section i . T^ State treasurer is hereby authorized and di- state treas- rected to cause to be published m the State paper, on ot before ^^o the tenth d^ (rf each month, a detailed statement of the balances ^^^ in the several banks deagnated by the canal board, conunissioners 235 Sec. I. Lands which may be taken and held by corporations. (Of Joint Stock Associations.) 1854, Ch. 245 — Dissolution of association 236 Sec. i. Not dissolved by death of stock-holder, etc. 2. Number of managers. 3. Limitation of act. , 1862, Ch. 151 — OlFenses against associations 236 Sec. I. Contents of indictment. 1867, Ch. 289 — May hold real estate 237 Sec. I. Purchase of real-estate when allowed. 1868, Ch. 290 — Capital may he reduced 237 Sec. i. When capital may be reduced. 1881, Ch. 599 — Reduction of number of trustees 238 Sec. I. Companies, etc., having capital less than $100,000, may reduce number of trustees. ARTICLE VI — PROCEEDINGS AGAINST CORPORATIONS IN EQUITY. 1828, R. S., Part III, Ch. VIII, Title IV, Art. 2 — Of proceedi ings against corporations in equity 238 Secs. 31-41. (Repealed.) 42. Receiver's general powers and duties. 43-57- (Repealed.) 1852, Ch. 71 — Collection of debts against corporations 240 Sec. I. (Repealed.) z. Receivers to make assessment on premium notes. 3. Surrender of policies. 4. Receivers to examine acts of corporation. 1858, Ch. 814 — Powers of receivers, etc., extended 241 Sec. I. Trustees may impeach assignments. 2. And have actions against ofienders. 1880, Ch. 537— Receiyers of insolvent corporations 241 Sec. I. Attorney-general to be served with copy of reports. 2. Motion to compel report. 3. Motion to remove receiver. 4. Notices, etc., must be served on attorney-general. igo INSURANCE LAWS. CHAP. IX. ARTICLE VII —VOLUNTARY DISSOLUTION OF CORPORATIONS. 1828, E. S., Part III, Ch. VIII, Title IV, Art. 8 — Of the volun- tary dissolution of corporations 243 Secs. 58-65. (Repealed.) 66. Receivers, security. 67. Their rights. 68. Their authority. 69. To prosecute for arrears of stock. 70. To give notice of appointment, etc. 71. Certain sales.etc, void. 72. Debtors to account to receivers; powers of receiver. 73. Referring controversies. 74. Meetings of creditors to be called, etc. 75. Subsisting contracts. 76. Receiver's commis.sions. 77. To retain certain moneys. 78. Id., to meet suits. 79. Order of payment of debts. 80. Second and final dividend. 81. Proceedings therein. 82. Debts not exhibited. 83. Surplus to stockholders. 84. Money retained. 85. Control of receivers. 86. Account by them. 87. Previous notice thereof. 88. Referee's duty. 89. Settlement of account ; its effect, further accounts to be ren- dered, go and 91. (Repealed.) 1880, CodeofCiT. Proc, Part II, Cli. XVII, Title XI — Pro- ceedings for volnntary dissolution of corporations. 249 Sec. 2419. "Petition for dissolution 2420. Id., when directors equally divided. 2421. Contents of petition. 2422. Affidavit to be annexed. 2423. Presentation of petition; order to show cause. 2424. Order to be published. 2425. Id., to be served on creditors and stockholders. 2426. Hearing. 2427. Id.; original papers may be used. 2428. Application for final order. 2429. Final order. 2430. Certain sales, etc., void. 2431. Certain corporations excepted. ARTICLE VIII.— SERVICE OF PROCESS ON CORPORATIONS. 1877, Code of Ciy. Proc 253 Sec. 431. Service of summons on domestic corporation. 432. Id. upon foreign corporation. 433. Id. of process to commence special proceeding. 438. Id. of summons by publication. 610. Id. of injunction order. 1880. 2071. Id. of alternative writ of mandamus. 2526. Id. of citation issued by surrogates' court. 2879. Id. of summons in justices' court. GENERAL STATUTES. 191 ARTICLE IX.— ACTIONS RELATING TO A CORPORATION. ^^^- ^■ 1880, Code of CIt. Proc., Part n, Ch. XY, Title II— Actions relating to a corporation 255 (Art. I.) Action by a corporation and action against a corpo- ration TO recover damages or property. Sec. 1775. Complaint in actions by or against corporations. 1776. When proof of corporate existence unnecessary. 1777. Misnomer, when waived. 1778. Action upon a note, etc. 1779. When foreign corporation may sue. 1780. ^Vhen foreign corporation may be sued. (Art. 2.) Judicial supervision of a corporation, and of the OFFICERS and MEMBERS THEREOF. Sec. 1781. Action against directors for misconduct. 1782. By whom action to be brought. 1783. Construction of article. (Art. 3.) Actions to procure the dissolution of a corporation, AND actions to ENFORCE THE INDIVIDUAL LIABILITY OF THE OFFICERS OR MEMBERS OF A CORPORATION, WITH OR V^ITHOUT A DISSOLUTION THEREOF. Sec. 1784. Action by judgment-creditor for sequestration, etc. 1785. Id. to dissolve a corporation. 1786. Id. by whom to be brought, 1787. Temporary injunction. 1788. Receiver may be appointed ; powers of temporary re- • ceiver. 1789. Additional powers may be conferred on temporary re- ceiver. 1790. Making stockholders, etc., parties. 1791. When separate action maybe brought against them. 1792. Proceedings in either action. 1793. Judgment ; property of corporation to be distributed. 1794. Id. ; stock subscriptions may be recovered. 1795. Id. ; as to liabilities of directors and stockholders. 1796. Effect of this article limited. * (Art. 4.) Action by the people to annul a corporation. Sec. 1797. Action by attorney-general, when legislature directs, 1798. Id., by leave of court. 1799. Leave ; when and how granted. 1800. Action triable by a jury 1801. Judgment. 1802. Injunction may issue . 1803. Copy of judgment-roll to be filed and published. (Art. 5.) Provisions applicable to two or more of the actions specified in this title, Sec, 1804. Certain corporations excepted from certain articles of this title. 1805. Officers and agents may be compelled to testify. 1806. Injunction staying actions by creditors. 1807. Creditors may be brought in. 1808. When attorney-general must bring action. 1809. Requisites of injunctions against corporations in cer- tain cases. 1810. Id. of order appointing a receiver in certain cases. 1811. Id. of judicial suspension or removal of officer. 1812. Application of last three sections. 1813. In action against stockholders, misnomer, etc., not available. 192 INSURANCE LAWS. CHAP. IX. ARTICLE X.— ACTIONS BY OR AGAINST AN UNINCORPO- RATED ASSOCIATION. 1880, Code of Civ. Proc, Part 11, Ch. XV, Title V, Art. 1 Action "bj or against an unincorporated association 267 Sec. 1919. Actions, etc. , by or against associations of seven or more per- sons. 1920. ^Proceedings in case of death, etc. 1921. Effect of judgment ; execution thereupon. 1922. Subsequent action against members. 1923. This article permissive ; effect upon statute of limitations. 1924. When objection of misnomer, etc., of parties not available. ARTICLE XI.— MISCELLANEOUS PROVISIONS OF THE CODE OF CIVIL PROCEDURE, RELATING TO CORPORATIONS AND JOINT-STOCK ASSOCIATIONS 269 1877. Secs. 263, 264. Jurisdiction of superior city courts. 525. Verification of pleadings by corporations. 624. Damages by injunction, how recovered. 630. Attachment against foreign corporation. 646. Id., upon what sheriff may levy. 647. Interest of defendant in stbck may be levied upon. 650. Officers to give certificate of defendant's interest to sheriff. 651. Person refusiiig may be examined. 707. Certain judgments against foreign corporation, how enforced. '791. Action on note, etc., entitled to preference. 839. When admission of member is evidence against cor- poration. 868. Production on a trial of books and papers, how com- pelled. 86g. May be produced by employer ; if attendance of officer required, must be subpoenaed. 872. Depbsition of officers or directors tnay betaken. 929. Books of foreign corporation presumptive evidence. 930. When copy thereof is evidence. 931. How copy to be verified. 960. Corporate seal, may be impressed directly on paper. 1012. Reference in certain actions against a corporation. 1217. Requisites on application for judgment against foreign corporatioA. ISSO. 1650. Action to compel determination of a claim to real property may be maintained, 1879. Domestic corporation not subject to action to compel discovery. 1948. Action against persons usurping franchises, etc. 1950. Such action triable by jury. 1955. Final judgment for plaintiff must perpetually restraia defendants. Temporary injunction may be granted. 1984. Suth action to be brought in the name of the people. 1987. Costs in such action, how collected. 2146. Corporation included in term ' ' body or officer," in provisions concerning certiorari. 2441. Corporations indebted, etc., to judgment debtor may be examined in supplementary proceedings concern- ing the same. 2463. Provisions cohcdriiing supplementary proceedings not applicable to certain corporations. 2865. Action in justices' court by or against corporations. GENERAL STATUTES. 193 Sec. 3268. Foreign corporation plaintiff may be required to give security for costs. 3342, Subd. 18. Definition of "domestic corporation" and " foreign corporation. " ARTICLE XII.— CRIMINAL PROCEEDINGS AGAINST CORPO- RATIONS. 1881, Code of Crim. Proc, Part IV, Title XII, Ch. IX— Pro- ceedings against corporations 272 Sec. 675. Summons upon an information or presentment against a cor- poration, by whom issued, and when returnable. 676. Form of the summons. 677. When and how served. 678. Examination of the charge. 679. Certificate of magistrate and return thereof with the de- position. 680. Grand jury may proceed as in the case of a natural person. 681. Appearance and plea to indictment, and proceedings thereon. 682. Fine on conviction, how collected . ARTICLE XIII.— FRAUDULENT INSOLVENCIES BY CORPORA- TIONS, AND OTHER FRAUDS IN THEIR MANAGEMENT. 1882, Penal Code, Title XT, Ch. XI — Frandolent insolrencies by corporations, and otiier frauds in their management 273 Sec. 590. Frauds in subscriptions for stock of corporations. 591. Fraudulent issue of stock, scrip, etc. 592. Frauds in procuring organization of corporation, or increase of capital. 593. Unauthorized use of names in prospectuses, etc. 594. Misconduct of directors of stock companies. 595 to 601, inclusive. (Omitted, they relating exclusively to bank- ing corporations.) 602. Frauds in keeping accounts, etc. 603. Officer of corporation publishing false reports of its con- dition. 604. Insolvencies of corporations deemed fraudulent, when. 605. Directors participating in fraudulent insolvency, how pun- ishable. 606. Violation of duty of directors of moneyed corporation. 607 and 608. (Omitted, they relating exclusively to railway cor- porations.) 6og. Directors of corporation presumed to have knowledge of its affairs. 610. Director present at meeting, when presumed to have assented to proceedings. 6x1. Director absent from meeting, when presumed to have dis- sented to proceedings. 612. Failure of director upon whom application for injunction is served, to disclose fact to other directors. 613. Foreign corporations. 614. " Director" defined. 1855, Ch. 155. Punishment for fi-audulent issue, etc., of stoclt. 277 Sec. I. False issue of stock a felony. 2. Id., punishment. 25 CHAP. IX. 194 INSURANCE. LAWS. [Const. Art. 8, CHAP. IX. 1869, Ch. 742. Sappression and pnuishment of bribery 280 Sec. I. Receiving of valuable considerations by public officers for official acts, deemed felony ; punishment thereof. 2. Persons offering bribe if accepted, not to be liable therefor. 3. Penalty for attempting to bribe public officer. 4. Proof thereof. •» 5. Accused may testify in his own behalf. 6. Expense of prosecutions, to be charged against the State. 7. Liability of directors or officers of corporations for use of money in violation hereof. 8. Persons not excused from testifying; testimony not to be used against witness in civil or criminal action, g. Conviction to be had only on corroborated testimony. 1870, Ch. 151 — Proceedings by injunction regulated 280 Secs. I, 2 and 3. (Repealed.) 4. Punishment for concealing injunction notice. 5. (Repealed.) ARTICLE L— CREATION OF CORPORATIONS. 1846 — Extract from the Constitution of the State of New York. — Article VIII. Adopted November 3, 1846. Corpo- Section 1. Corporations may be formed under general laws; rations,how . ° ' created. but shall not be created by special act, except for municipal pur- poses, and in cases where, in the judgment of the legislature, the objects of the corporation cannot be attained under general laws. All general laws and special acts, passed pursuant to this section, may be altered from time to time, or repealed. Mosher v. Hilton, 15 Barb. 657; Syracuse City Bank v. Davis, 16 id. 188; Rochester v. Barnes, 26 id. 657; Matter of Taxpayers of Kingston 40 How. 444 ; People v. Brown, 21 N. Y. 517 ; People ex rel. v. Boston and Albany Railroad Co., 70 id. 569. Debts of 82. Dues from corporations shall be secured by such individ- corpora- ox j tions. ual liability of the corporators, and other means, as may be pre- scribed by law. Corpora- | 3. The term corporations, as used in this article, shall be fined. construed to include all associations and joint-stock companies having any of the powers or privileges of corporations not pos- sessed by individuals or partnerships. And all corporations shall have the right to sue and shall be subject to be sued in all courts in like cases as natural persons. Matter of Empire City Bank, i^ N. Y. 199. §§ 1-4.] GENERAL STATUTES. '95 CHAP. IX. Art. I. 1828, R. S. Part I, Ch. VII, Title III — Of applications to the [154] legislature. Sec. I. Persons intending to apply for new county, etc., to give notice of their ap- plication. '^ a. Notice to be given of applications for acts of incorporation, etc. 3. Notices how published, if no paper in county. 4. Contents of the notice in the case of corporations. 5. Contents in other cases. Section i. All persons applying to divide or alter the bounds £t°emfon^o of any county, city or village ; or to erect a new county ; or to tfl'iegTsia- incorporate a new city or village : p"ss^Iof And all persons applying for the removal of any court-house, \i^[l be or the imposing of a tax for making or improving a road, or for P"''"'''^'*- any other local purpose in any county, where all or any of the inhabitants of such county are proposed to be taxed : Shall give notice of such intended application by advertisement to be published for at least six weeks successively, immediately before such application, or before the first day of the session at which the same is to be made, in a newspaper printed in the county or in each of the counties where the objects of such ap- plication are intended to be carried into effect, and also in case of intended application for the imposition of any tax as aforesaid, in the State paper. Smith V. Helmer, 7 Barb. 416. (i R. L. 268 ; Laws of 1818, p. 121.) § 2. Every association intending to apply to the legislature for Publication an act of incorporation, and every corporation intending to apply certain as- , . . , ....,,,, sociations. for an alteration, amendment or extension of its charter, shall cause the like notice of such application to be published in the State paper, and also in a newspaper printed in the county in which such corporation is intended to be, or shall have been established. , (i R. L. 268 ; Laws of 1818, p. 121.) § 3. If no newspaper be printed in a coupty in which any Publication notice is required to be published, such notice shall be published how make, in like manner, in the place nearest thereto in which a newspaper shall be printed. (i R. L. 268 ; Laws of 1818, p. 121.) § 4. If the application be for an act of incorporation, the notice Contents of shall specify the amount of the capital stock requisite to carry the objects of such incorporation into effect ; and if the application be for an alteration in any charter already granted, the notice shall state specifically the alteration intended to be applied for. (i R. L. 268 i Laws of 1818, p. 121.) 196 INSURANCE LAWS. [R.S.,P.i,C.i3,T.4, CHAP. 13s. ARTICLE II,— TAXATION OF CORPORATIONS, JOINT STOCK COMPANIES AND ASSOCIATIONS. [414] 1828, R. S. Part I, Ch. XIII, Title IT — Begnlations concern- ing the assessment of taxes on incorporated companies, and tlie commntation or collection tliereof. C 1. Moneyed corporations deriving income or profit, liable to taxation. 2'. Officers of such company to deliver statement annually to assessors;.! Sec. ;. con- tents. 3. A like statement to be delivered to- comptroller. 4. Foreiture of $250, for olnitting to furnish such statement. 5. If company prosecuted therefor, terms on which suit may be discontinued, 6. Assessors to enter such companies and their property in assessment roll, 7. (Repealed.) 8. Value of stock may be reduced by affidavit. 9-14. (Repealed.) 15, Assessments on companies to be set down in fifth column of corrected roll. z6. Supervisors to send names of companies liable to taxation to comptroller, etc, 17. Taxes on companies to be demanded of president, etc. If not paid, how collected, 18. To be paid out of the funds of the company. 19. If collector cannot collect tax, to return same to county treasurer, etc. 20. County treasurer to certify facts to comptroller, taxes how to be credited. 21. Duty of comptroller and attorney-general as to companies neglecting to 22. Chancellor to order sequestration of property, etc, , to satisfy taxes and costs, 23. Attorney-general may also recover by action at law such tax with costs. Companies SECTION I. All moneyed or Stock corporations deriving an in- texaUon. come or profit from their capital, or otherwise, shall be liable to taxation on their capital in the manner hereinafter prescribed. People V. Supervisors of Niagara, 4 Hill, 22; Farmers' Loan & Trust Co. v. The Mayor, etc., of Nevf York, 7 id. 261 ; Supervisors of Niagara v. The People, id. 504; The Ontario Bank v. Bunnell, 10 Wend. 186 ; Bank of Watertown v. Assessors of Watertown, 25 id. 685; The Columbia Man- ufacturing Co. V. Vanderpoel, 4 Cow. 556 ; The Sun Mutual Insurance Co, V. The City of Nev7 York, 5 Sandf. 10; Sandford v. The Board of Super- visors of New York, 15 How. 172 ; The People v. Commissioners of Taxes, 20 id. 182 ; The People v. Assessors of Barton, 29 id. 371 ; The Sun , Mutual Ins. Co. v. The Mayor, etc., of New York, 8 Barb. 450; The People V. Board of Supervisors of New York, 20 id. 8i ; International Life As- surance Society v. Commissioners of Taxes, 28 id. 318 ; The People, V. Commissioners of 0A.ssessments, 32 id. 509 ; The People v . Assessors of Barton, 44 . id. 148 ; T^^e People v. Assessors of Brooklyn, 16 Hun, 196 ; Mutual Ins. Co. of Buffalo v. Supervisors of Erie Co., 4 N. Y. 442 ; Sun Mutual Ins. Co. v. The Mayor, etc., of New York, 8 id. 24; ; The People V. Board of Supervisors of New York, 16 id. 424 ; Oswego Starch Factory v. DoUoway, 21 id. 449 ; The People v. Commissioners of Taxes and Assessments, 23 id. 192 ; The People v. Dolan, 36 id. 59 ; The People v. Cassity, 46 id. 46 ; The People v. Barker, 48 id. Officers to § 2. The president, cashier, secretary, treasurer, or other proper statements officer, of every such incorporated company, shall, on or before t as- sessors. §§ 3-4-J GENERAL STATUTES. 197 CHAP TX the first day of July in each year, make and deli\?er to the asses- Art. 11. ' sors, or one of them, of the to\*fn or ward in which such company to . is liable to be taxed, according to the provisions of the sixth sec-" tion of the second title of this chapter, a written statement speci- fying 1. The real estate, if any, owned by such company, the towns or wards in which the same is situated, and the sums actually paid therefor. 2. The capital stock actually paid in and secured to be paid in, excepting therefrom the sums paid for real estate, and the amount of such capital stock held by the State, and by any incorporated literary or charitable institution ; and 3. The town or ward in which the principal office or place of transacting the financial business of such company is situated ; or if there be no such principal office, the town or ward in which [4t5] its operations are carried on, or in which it is liable to be taxed* under the provisions of this chapter. People V. Shields, 6 Hun, 556 ; People v. City of Oswego, 6 T. & C. 673 ; International Life Assurance Co. v. Commissioners of Taxes, 17 How. 206; S. O:, 28 Barb. 318 ; Oswego Starch Factory v. DoUoway, 21 N. Y. 449 ; Peo- ple V. Assessors of Brooklyn, 39 id. 81 ; People v. Cassity, 46 id. 46. §■ 3. The president, or other proper officer of every such com- And to pany, shall also deliver to the comptroller, on or before the first day troUer. of July in each year, a written statement containing the same mat- ters required by the foregoing section, to be specified in the state- ment to b6 delivered to the assessors. The statements required by this and the preceding section of this title shall be certified un- der the oath of the said president or other proper officer, to be in all respects just and true. People V. Commissioners of Taxes, 76 N. Y. 641 § 4. If the statements above required, or either of theiii, shall Penalty, not be furnished by any company to the assessors and to the comptroller, within thirty days after the time above provided, the company neglecting to furnish such statements, or either^of them, shall forfeit to the people of this State, for each statement omitted to be furnished, the sum of two hundred and fifty dollars ; and it shall be the duty of the comptroller to furnish the attorney-general with an account of all companies that shall neglect to render such lists, that he may prosecute for the penalties hereby imposed. §5. If any company, that shall be prosecuted for any such suit there- penalty, shall pay the costs of prosecution and furnish the state- "" 198 INSURANCE LAWS. [R.S.,P. i.,C. I3,T.4, CHAP IX. Art. II. ment required, the comptroller, if he shall be satisfied that the omission was not willful, may, in his discretion, discontinue such suit. Companies § 6. The assessors shall enter all incorporated companies from sessed. which such Statements shall have been received by them, and the property of such companies, and the property of all other incorpo- rated companies, liable to taxation in their respective towns, in their assessment rolls, in the following manner : 1. They shall insert in the first column of their assessment rolls, the name of each incorporated company in their respective towns or wards, liable to taxation on its capital, or otherwise ; and under its name, they shall specify the amount of its capital stock paid in, and secured to be paid in ; the amount paid by such company for real estate, then belonging to such company, wherever the same may be situated, the amount of all surplus profits or reserved funds, exceeding ten per cent of their capital, after deducting there- from the said amount of said real estate, and the amount of its stock, if any, belonging to the State, and to^ incorporated literary and charitable institutions. [As amended by Laws of 1853, chap. 654, § I-] 2 . In the second column, they shall enter the quantity of real estate owned by such company, and situated within their town or ward ; and in the third column, the actual value thereof, estimated as in other cases. 3. In the fourth column, they shall enter the amount of the . capital stock of every incorporated company, paid in, and secured [416] to be paid in, and of all such surplus profits or reserved funds as aforesaid ; after deducting the sums paid out for all the rea} estate of such company, wherever the same may be situated, and then belonging to it, and the amount of stock, if any, belonging to the people of this State, and to incorporated literary and charitable institutions. \As amended by Laws 0/18^^, chap. 654, §1.] Utica Cotton Manufacturing Co. v. Supervisors of Oneida County, i Barb. Ch. 432 ; Bank of Utica v. City of Utica, 4 Paige, 401 ; Mohawk and Hudson R. R. Co. v. Clute, id. 384 ; Farmers' Loan and Trust Co. v. Mayor, etc., of New York, 7 Hill, 261 ; Albany and Schenectady R- R. Co. v. Os- born, 12 Barb. 223 ; Manufacturers' Bank v. Mayor, etc , of Troy, 24 How. 250; People V. Shields, 6 Hun, 556; Oswego Starch Factory v. Dolloway, 21 N. Y. 449; People v. Board of Assessors of Brooklyn, 39 id. 81 ; Peo- ple V. Cassity, 46 id. 46 ; People v. Barker, 48 id. 70 ; People v. Commis- sioners of Taxes of Hew York, 76 id. 64 ; People v. Board of Assessors of Brooklyn, 76 id. 202. (Section 7 was repealed by Laws of 1853, chap, 654.) §§ 8-I9.J GENERAL STATUTES. 199 § 8. The provisions of the fifteenth section of the second title -Art/u. ' of this chapter, shall be, and are hereby extended to the incorpo- Preceding ... . . ^ sections rated companies in the two preceding sections named ; and the "tended, president, secretary or other proper officer, may make the affidavit required by said section. (Sections 9, 10 and 14 were repealed by Laws of 1857, chap. 456, and sections 11, 12, and 13, by Laws of 1853, chap. 654.) § 15. The amount of taxes assessed on all incorporated com- [4171 panies liable to taxation, shall be set down by the board of super- Taxes to be visors, in the fifth column of the corrected assessment-roll, and coUeoted? shall form a part of the moneys to be collected by the collector. [As amended 6y Laws of 1857, chap. 456.] People V. Board of Assessors of Brooklyn, 39 N. Y. 8i ; People v. Bar- ker, 48 id. 70. § 16. The board of supervisors, having completed the assess- jj„( f ment, shall transmit to the comptroller, with the aggregate valua- ^VP*' tions of the real and personal estate in their county, a statement, showing the names of the several incorporated companies liable to taxation in such county ; the amount of the capital stock paid in, and secured to be paid in, by each ; the amount of real and personal property of each, as put down by the assessors, or by them ; and the amount of taxes assessed on each. In those coun- ties in which there is no such company, the boards of supervisors shall certify such fact to the comptroller, with their returns of the aggregate valuations of real and personal estate. § 17. The collector shall demand payment of all taxes assessed „ ^^ - on incorporated companies, from the president, or other proper collector, officer, of such companies ; and if not paid, shall proceed in the collection and payment thereof, in the same manner as in other cases, and shall be liable to the same penalties for the non-pay- ment of moneys collected by him ; and the collector's receipt shall be evidence of the payment of such tax. People V. Barker, 48 N. Y. 70. § 18. Such taxes shall be paid out of the funds of the company. Taxes, how and shall be ratably deducted from the dividends of those stock- P""^" holders whose stock was taxed, or shall be charged upon such stock, if no dividends be afterward declared. People V. Dolan, 36 N. Y. 59 ; People y. Barker, 48 id. 70. § 19. If the collector shall not be able to collect any tax assessed p,oceed- upon an incorporated company, he shall return the same to the e°|not'be" 200 INSURANCE LAWS. [1857, c. 456, CHAP. IX. Art. II. collected. 41§] Id Attoraey- feneral to le petition in supreme court. Powers of court. Further remedy. county treasurer, and at the same time make affidavit before the county treasurer, or some other officer authorized to adminis- ter oaths, that he had demanded payment thereof from the president, or other proper officer of the company, and that such officer had refused to pay the same, or that he had not been able to make such demand, as the case may be ; and that such company had no personal property from which he could levy such tax. People V. Barker, 48 N. Y. 70. § 20. The county treasurer shall thereupon certify such facts to the comptroller, who shall pass to the credit of such county treas- urer the amount of all taxes so returned and certified, as in the cases of taxes on the lands of non-residents. § 21. The comptroller shall furnish the attorney-general with the names of all companies and banks refusing or neglecting to pay the taxes imposed on them, with the amount due from them respectively ; and the attorney-general shall thereupon file a peti- tion in the supreme court against every such company or bank for the discovery and sequestration of its property. \_As amended by Laws of 1857, chap. 456.] People V. Barker, 48 N . Y. 70. § 22. The chancellor, on the filing of such bill, or on the com- ing in of the answer thereto, shall order such part of the property of such company to be sequestered, as he shall deem necessary for the purpose of satisfying the taxes in arrear, with the costs of prosecution ; and he may also, at his discretion, enjoin such com- pany, and the officers thereof, from any further proceedings under their act of incorporation, and may order and direct such other proceedings, as he shall deem necessary, to compel the payment of such tax and costs. § 23. The attorney-general may also recover such tax with costs, from such delinquent company, by action in any court of record in this State. Capital stocl£, and surplus, how as- sessed. li. 1857, Chap. 456.— An Act in relation to the assessment of taxes on incorporated companies. Passed April 15, 185;. (Sections i and 3, respectively, repeal and amend portions of the Revised Statutes.) § 3. The capital stock of every company liable to taxation, ex- cept such part of it as shall have been excepted in the assessment roll or as shall have been exempted by law, together with its sur- plus profits or reserved funds exceeding ten per cent of its capital, § i] GENERAL STATUTES. after deducting the assessed value of its real estate, and all shares Art.'ii. of stock in other corporations actually owned by such company which are taxable upon their capital stock under the laws of this State shall be assessed at its actual value, and taxed in the same manner as the other personal and real estate of the county. People V. Commissioners of Taxes of New York, i N. Y. S. C. (T. & C), 63s ! S. C, 46 How, 227 ; People v. Commissioners of Taxes, 47 id. 164 ; S. C, I Hun, 143 ; People v. Assessors of Albany, 2 id. 583 ; People v. Commissioners of Taxes, 4 id. 595; People v. Commissioner of Taxes, 5 id. 200; People V. Shields, 6, id. 556; People v. Assessors of Brooklyn, 16 id. 196 ; People v. Commissioner of Taxes of New York, 32 Barb. 509 ; 40 id. 334 ; Matter of North Shore Staten Island Ferry Co., 63 id. 556 ; Oswego Starch Factory v. DoUoway, 21 N. Y. 449 j People v. Commission- ers of Taxes, 23 id. 192; People v. Supervisors of Otsego County, 51 id. 401 ; People v. Commissioners of Taxes of New York, 58 id. 242 ; 64 id. 541- § 4. The deposits in any bank for savings which are dne to Accuma- , . , , , . . 1 - r • lations in depositors and the accumulations in any life insurance company or- life insur- ganized under the laws of this State, so far as the said accumula- pany held tions are held for the exclusive beneiit of the assured, shall not be sive benefit liable to taxation, other than the real estate and stocks which may not liaWe. be owned by such bank or company, and which are now liable to taxation under the laws of this State . (Section 5 amends a section of the Bevised Statutes.) § 6. The supreme court, on the filing of such petition, or on the Sequestra- coming in of the answer thereto, may order such part of the prop- property, erty of such company or bank to be sequestrated, as shall be deemed necessary for the purpose of satisfying the taxes in arrear, with the costs of prosecution, and the court may also, at its dis- cretion, enjoin such company or bank, and the officers thereof, from any further proceedings under their charter or act of incor- poration, and may order and direct such other proceedings as shall be deemed necessary to compel the payment of such taxes and costs. Bement v. Plattsburgh & Montreal R. R. Co., 47 Barb. 104. L. 1880, Chap. 542— An act to provide for raising taxes for the use of the State upon certain corporations, joint- stock companies and associations. Passed June i, 1880. [The above entitled act was entirely amended by Laws of 1881, chap. 361, so as to read as follows:] Section i. Hereafter it shall be the duty of the president or President 26 INSURANCE LAWS. [i88o, c. 542, CHAP. IX. Art. II. or treasurer to make annual re- port to comp- troller. In case dividend has not been de- clared cap- ital stock to be esti- mated and appraised. CertiScate to be for- warded to comp- troller. Appeals. treasurer of every association, corporation or joint-stock company liable to be taxed on its corporate franchise or business, as pro-, vided in section three of this act, to make report in writing to the comptroller, annually, on or before the fifteenth day of November, stating specifically the amount of capital paid in, the date, amount and rate per centum of each and every dividend declared by their respective corporations, joint-stock companies or associations, dur- ing the year ending with the first day of said month. In all cases where any such corporation, joint-stock company or association shall fail to make or declare any dividend upon either its common or preferred stock during the year ending as aforesaid or in case the dividend or dividends made or declared upon either its com- mon or preferred stock during the year ending as aforesaid shall amount to less than six per centum upon the par value of the said common or preferred stock, the treasurer and secretary thereof, after being duly sworn or affirmed to do and perform the same with fidelity, according to the best of their knowledge and belief, shall, between the first and fifteenth days of November, in each year, in which no dividend has been made or declared as aforesaid, or in which the dividend or dividends made or declared upon either its common or preferred stock amounted to less than six .per centum upon the par value of said common or preferred stock, estimate and appraise the capital stock of such company upon which no dividend has been made or declared, or upon the par value of which the dividend or dividends made or declared amounted to less than six per centum, at its actual value in cash, not less, however, than the average price which said stock sold for during said year ; and when the same shall have been so truly esti- mated and appraised, they shall forthwith forward to the comp- troller a certificate thereof, accompanied by a copy of their said oath or affirmation, by them signed, and attested by the magistrate or other person qualified to administer the same ; provided that if ® the comptroller is not satisfied with the valuation so made and re- turned, he is hereby authorized and empowered to make a valua- tion thereof, and to settle an account upon the valuation so made by him for the taxes, penalties and interest due the State thereon; and any association, corporation or joint-stock company dissatisfied with the account so settled, may within ten days appeal therefrom to a board consisting of the secretary of State, attorney-general and State treasurer, which board, on such appeal, shall affirm or correct the account so settled by the comptroller, and the decision §§ 2, 3.J GENERAL STATUTES. 203 CHAP IX of said board shall be final ; but such appeal shall not stay pro- Art.n. " ceedings unless the full amount of the taxes, penalties and interest as due on said account, as settled by the comptroller, be deposited with the State treasurer. [As amended by Laws of i88i, chap. 361.] People, ex rel. Westchester Fire Ins. Co., v, Davenport, 25 Hun, 630 ; People V. National Fire Ins. Co., 61 How. 334; id. 342; People, ex rel. Na- tional Freight Co., v. Commissioners of Taxes, 3 Law Bull, 4; People, ex rel. Eastern Transportation Line, v. Commissioners of Taxes, 26 Hun, 446. § 2. If the said officers of any such corporation, joint-stock comp. company or association, shall neglect or refuse to furnish the add'tenVr comptroller, on or before the fifteenth day of November of each „' aiiSrTto and every year, with the report aforesaid, or the certificate of ap- "p^^ etc' praisement, and oath or affirmation, as the case may be, as required by the first section of this act, or to pay the tax imposed on such corporation, company or association, within fifteen days after the first of January, as provided in the fourth section of this act, it shall be the duty of the comptroller of the State to add ten per centum to the tax of said corporation, company or association, for each and every year for which such report or certificate of ap- praisement and oath or affirmation were not so furnished, or for which such tax shall not have been paid, which percentage shall be assessed and collected with the said tax in the usual manner of assessing and collecting such taxes ; provided, that if said officers Proviso, of any such corporation, joint-stock company or association, shall inttntionally fail to comply with the provisions of the first or fourth section of this act for one year, the comptroller shall report the fact to the governor, who, if he shall be made satisfied that such failure was intentional, shall thereupon direct the attorney- general to take proceedings, in the name of the people of this State, to declare the charter or privileges of said corporation, joint-stock company or association, forfeited, and at an end ; and for such intentional failure duly found, the charter and privileges of every such corporation, company or association shall cease, end, and be determined. \As amended by Laws of 1881, chap. 361.] § 3. Every corporation, joint-stock company or association, Annual whatever, now or hereafter incorporated or organized under any "" law of this State, or now or hereafter incorporated or organized by or under the laws of any other State or country and doing business in this State, except savings banks, and institutions for savings, life insurance companies, banks and foreign insurance 204 INStTRANCE LAWS; [1880, c. 542, OHAP. IX. ■ ■, r ^ ■ Art. ri. companies, and manufacturing corporations carrying on manu- facture within this State, -which exception shall not be taken to include gas companies or trust companies, shall be subject to and pay a tax, as a tax upon its corporate franchise or business, into Amount, the treasury of the State annually, to be computed as follows : If the dividend or dividends made or declared by such corporation, joint-stock company or association, during any year ending with the first day of November, amount to six or more than six per ceiitum upon the par value of its capital stotk, then the tax to be at the rate of one-quarter mill upon the capital stock for each one per centum of dividends so made or declared ; or if no dividend be made or declared, or if the dividend or dividends made or de- clared do not amount to six per centum upon the par value of said capital stock, then the tax to bei at the rate of one and one- half mills upon each dollar of a valuation of the said capital stock made in accordance with the provisions of the first section of this act ; and in case any such corporation, joint-stock company or as- sociation shall have more than one kind of capital stock as, for in- stance, common and preferred stock, and upon one of said Stocks a dividend or dividends amounting to six or more than six per centum upon the par value thereof has been made or declared, and upon the other no dividend has been made or declared, or the dividend or dividends made or declared thereon amount to less than six per centum upon the par value thereof, then the tax shall be at the rate of one-quarter mill for each one per centurfl of dividend made or declared upon the capital stock, upon the par value of which the dividend or dividends made or declared amount to six or more than six per centum and in addition there- to, tax shall be charged at the rate of one and one-half mills upon each dollar of a valuation, made also in accordance with the pro- visions of this act, of the capital stock upon which no dividend was made or declared, or upon the par value of which the divi- dend or dividends made or declared did not amount to six per centum. [As amended by Laws of 1881, chap. 361.] 4. It shall be the duty of the treasurer or other ofiScer having able. ' ' charge of any corporation, joint-stock company or association, upon which a tax is imposed by either of the preceding sections of this act, to transmit the amount of said tax to the treasury of the State within fifteen days after the first day of January in each and every year. \As amended by Laws of 1881, chap. 361.] Ibid. When pay- 5-J GENERAL STATUTES. 205 § 5. Hereafter it shall be the duty of the president, secretary or '^ a^^'ii^" other proper officer of every insurance company and every associa- officers of tion organized or incorporated by or under any law of this State, marine 1 r 1 - 1 • • insurance and ot every person or partnership doing an insurance business companies in this State (except life insurance companies, and purely mutual annuaSy beneficial associations, whose fund for the benefit of members, preraiums, their families, or heirs, is made up entirely of contributions of their * members, and the accumulated interest thereon), to make report in writing to the comptroller annually upon the first day of August in each year, after the first day of August, eighteen hundred and eighty- one, setting forth the entire amount of premiums received on busi- ness done in this State by such company or association, person or partnership during the year ending with the preceding thirtieth day of June, whether the said premiums were in money or in the form of notes, credits, or any other substitute for money, and every such company, association, person or partnership shall pay into the State treasury, at the date aforesaid, a tax, as a tax on its corporate franchise or business, at the rate of eight-tenths of one per centum upon the gross amount of said premiums. And every company or association organized under the laws of any other State or country, and every person or partnership doing an insurance business in this State, except, as aforesaid, shall pay into the treasury on the first day of August in each year a tax at the rate of eight-tenths of one per centum on their gross premiums received by them on business transacted in this State during the year ending with the preceding thirtieth day of June, whether the said premiums were in money or in the form of notes, credits, or any other substitute for money. And every such company, association, person, partnership, or the ^^^[^ '° agents and officers thereof in this State, shall make report in August i, o ' *^ ^ in each writing to the comptroller annually upon the first day of August in year- each year, setting forth the entire amount of premiums received Ten per during the period aforesaid. Provided, that the reports above re- added in quired shall be made under oath or affirmation, and that it shall be neglect to report, the duty of the comptroller of the State to add ten per centum to the account of any company, association, person, or partnership, which shall neglect or refuse fpr a period of thirty days to make the said report, or to pay into the State treasury the tax imposed by this section. And it shall also be the duty of the president, secretary, or other proper officer of each and every insurance com- pany, association, partnership, and of every person liable to be taxed under this section, to make a report in writing to the ccrop- 2o6 INSURANCE LAWS. [1880, c. 542, CHAP IX Art. 'n, ■ troller on the first day of August, eighteen hundred and eighty-one, under oath or affirmation, of the entire amount of premiums received on business done in this State during the six months end- ing with the preceding thirtieth day of June, and to pay a tax at the rate of eight-tenths of one per centum thereon. And it shall be the duty of the comptroller of the State to add ten per centum to the account of any company, association, person or partnership, which shall neglect or refuse for a period of thirty days to make the said report, or to pay into the State treasury the tax imposed. [As amended by Laws of 1881, chap. 361. J C§§ 6 and 7. Relate exclusively to taxes upon railroad and other transportation compa- nies, and are omitted.) uons°™c § ^- '^'^^ corporations, joint-stock companies' and associations frcnn mxa- mentioned in this act as taxable shall hereafter be exempt from state ^°ur- ^-ssessment and taxation for State purposes, except upon their real oe Ton''' estate and as herein provided; but they shall in all other respects, their real ^e liable to assessment and taxation as heretofore. \As amended estate, ^ by Laws of 1881, chap. 361.] Tax, how § p. The taxes imposed by this act, and the revenue derived there- piied. from, shall be applicable to the payment of the ordinary and cur- rent expenses of the State, and if any corporation, joint-stock com- pany, person, partnership or association shall neglect or refuse to pay any tax by this act required to be paid, the same may be sued for in the name of the people of the State, and recovered in any court of competent jurisdiction, in an action to be brought by the attorney-general at the instance of the comptroller. \As amended by Laws of 1881, chap. 361.] People V. National Fire Insurance Co., 27 Hun, 188. heretofore § i°- All obligations, liabilities and taxes heretofore incurred or be ^f-^** '° imposed under said act, chapter five hundred and forty-two of laws forced. ^f eighteen hundred and eighty, are saved, and shall be enforced as if the said act had not been hereby amended. \As amended by Laws of 1881, chap. 361. J (The three following sections were added by Laws of 1882, chap. 151.) If dissatis- § II. Whenever the comptroller is dissatisfied with the report of report any association, corporation or joint-stock company, liable to tax troller may under any of the provisions of this act, whose capital is only par- tially employed within this State, he is authorized and empowered to fix and determine the amount of capital stock which in his judg- ment shall be the basis for tax under the provisions of this act, and to settle and account for the taxes, penalties and interest due the §§ 12, I3-] GENERAL STATUTES. 207 State thereon, and any association, corporation or joint-stock com- Art.'n. ' pany dissatisfied with the account so settled may within ten days after notice thereof appeal therefrom to a board consisting of the secretary of State, attorney-general and State treasurer, which board on such appeal shall affirm or correct the account so settled by the comptroller, and the decision of said board shall be final, but such appeal shall not stay proceedings unless the full amount of the taxes, penalties and interest as due on said account as settled by the comptroller, be deposited with the State treasurer. § 12. Whenever any association, corporation or joint-stock com- Proceed- pany liable to make reports to the comptroller under any of the "^onjP- . provisions of this act shall neglect or refuse to make such report case of or reports withm the time prescribed in this act, the comptroller is make authorized to examine, or cause to be examined, the books and records of any such association, corporation or joint-stock associa- tion, and fix and determine the amount of tax due in pursuance of the provisions of this act, and in case of the non-payment of the amount of tax so ascertained to be due, together with the expenses of such examination for a period of thirty days after notice to any association, corporation or joint-stock company so in default, the same may be sued for in the name of the people of the State, and recovered in the same manner provided in section nine of this act. § 13. The comptroller is authorized to issue subpoenas requiring Comp- the attendance before him of any officer, agent, clerk or employee may issue of any association, corporation or joint-stock company liable to be and exam- taxed on its corporate franchise or business, capital or dividends nesses. under any of the provisions of this act, and to administer oaths to and examine them or any one or more of them on oath in relation to any matter which may in any way be material in determining the amount of the tax to be paid by any such association, corporation or joint-stock company; it shall be the duty of the person or per- sons thus subpoenaed to attend as thereby required and give testi- mony on the subject aforesaid, and in case of failure to so attend or testify, the person so failing shall be guilty of a contempt, and any special term of the supreme court may adjudge and determine the punishment therefor in the same manner and to the same extent as provided in the Code of Civil Procedure for the punishment of contempt of court other than criminal contempt. 2o8 INSURANCE JLAWS. [R.S.P.,i,C.i8,T.2, CHAP. IX ARTICLE III.— MONEYED CORPORATIONS. 1828, R. S., Part I, Ch.XTIII, Title II —Of moneyed corporations. (Art I.) Regulations to prevent the insolvency of moneyed corpora. tions, and to secure the rights of their creditors and stockholders. (Art. 2.) Regulaticins concerning the election of directors of moneyed corporations. (Art. 3.) Of the construction of this title. [989] (Art. I.) Regulations to prevent the insolvency of moneyed CORPORATIONS, AND TO SECURE THE RIGHTS OF THEIR CREDITORS AND STOCKHOLDERS. Ssc. I. Restrictions and prohibitions upon moneyed corporations. 2. Unpaid interest due, not to be calculated as profits for purpose of a dividend. 3. How surplus profits to be ascertained, from which dividend is to be made. 4. Amount of losses, exceeding undivided profits, to be charged to capital, etc. 5. When loans exceed three times amount of capital, excess to be called in. 6. Tn what cases stock pledged to be sold and charged as reduction of capital. 7. Conveyances of effects for use of a corporation, must be directly to it ; except etc. 8. Property of corporation worth more than $1,000, not to be conveyed without resolution of^board. g. Conveyances in contemplation of insolvency, void. 10 and II. Penalty on directors for violating preceding sections. 13 and 13. When directors to be charged with knowledge of affairs of the corpora- tion. 14. When insolvencies of moneyed corporations to be deemed fraudulent. 15. Liability of directors, by whose acts fraudulent insolvencies occasioned. 16. Liability of stockholders, in cases of fraudulent insolvency, 17. Liability, in such case, of persons who transferred stock. 18. Construction of the term "stockholders.'* 19. Corporations to transmit to comptroller statement of their affairs annually, so and 21. Matters to be set fortli in such statement. 22. Penalty for not transmitting statement. 23. Comptroller to enter statement in a book, which is to be open to public inspec- tion 24. Comptroller to report to the legislature violations of the charter or of this title. 25. Forms of statements to be prepared by comptroller and transmitted, etc.' 26. 27 and 28. (Relate exclusively to corporations having banking powers.) 2g. Moneyed corporations not to commence business until stock is paid in, 30. Affidavit of facts to be made and where filed. 31. Charter void if within a year after it was granted af&davit be not filed. Restrictions SECTION I. It shall not be lawful for the directors of any mon- on moneyed ^^^^ corporation, rations. ^ -j.^ jjjg^j^g dividends, except from the surplus profits arising from the business of the corporation ; 2 . To divide, withdraw, or in any manner pay to the stockholders, or any of them, any part of the capital stock, of the corporation, or to reduce such capital stock, without the consent of the legis- lature ; 3. To discount or receive any note or other evidence of debt in payment of any installment actually called in and required to be paid, or with the intent of providing the means of making such payment ; 4. To receive or discount any note or other evidence of debt, with the intent of enabling any stockholder to withdraw any part of the money paid in by him on his stock ; §§ 2, 3.] GENERAL STATUTES. 209 5. To apply any portion of the" funds of their corporation, ex- Art.iii. ' cept surplus profits, directly or indirectly, to the purchase of shares of its own stock ; 6. To receive any such shares in payment or satisfaction of any debt due to their corporation, except as hereinafter provided ; 7. To receive from any other stock corporation, in exchange for the shares, notes, bonds, or other evidences of debt of their own company, shares of the capital stock of such other corpora- tion, or notes, bonds, or other evidences of debt, issued by such other corporation ; 8. To make any loans or discounts, if the corporation have rsgoi banking powers, by which the whole amount of the loans and dis- counts of the company shall be made to exceed three times its capital stock, then paid in, and actually possessed ; 9. To make any loans or discounts to the directors of such corpo- ration, or upon paper upon which such directors, or any of them, shall be responsible, to an amount exceeding in the aggregate one- third of the capital stock of such corporation actually paid in and possessed ; but no securities taken for any such loan or dis- count shall be held invalid. (See Penal Code, i 594, fast, p. 275.) Johnson v. Bush, 3 Barb. Ch. 237 ; Leavitt v. Blatchford, 5 Barb. 12 ; Gillett V. Moody, 5 id. 185 ; Osgood v. Layton, 48 id 463 ; 13 J. & S. 620 ; Bank Commissioners v. Bank of Buffalo, 6 Paige, 497 ; Gaffney v. Colvill, 6 Hill, 567; Gillett v. Moody, 3 N. Y.479; Talmage v. Pell, 7 id. 340. Profit, how § 2. In the calculation of the profits of any moneyed corpora- calculated, tion, previous to a dividend, interest then unpaid, although due, or accrued, on debts owing to the company, shall not be included, surplus § 3. In order to ascertain the surplus profits, from which alone ''" '^" a dividend can be made, there shall be charged in the account of profit and loss, and deducted from the actual profits, 1 . All the expenses paid or incurred, both ordinary and extra- ordinary, attending the management of the affairs, and the trans- action of the business of the company ; 2. The interest paid, or then due or accrued, on debts owing by the company ; 3. 'AH losses sustained by the company ; and in the computation of such losses, all debts owing to the company shall be included, which shall have remained due, without prosecution, and no inter- est having been paid thereon for more than one year ; or on which judgments shall have been recovered, that shall have remained for 27 2IO INSURANCE LAWS. [R. S.,P. i,C. i8,T. 2, CHAP IX Art. III. ■ more than two years unsatisfied, and on which no interest shall have been paid during that period. Losses.how § 4. When any losses shall be sustained by any such corpora- charged, tion, that shall exceed its undivided profits, then realized and possessed, thay shall be charged as a reduction of the capital stock of the company ; and no dividends shall thereafter be made on the shares of such stock, until the deficit of capital so created shall be made good, either by the recovery of the moneys charged as lost, or from the subsequently accruing profits of the company. Scott V. Eagle Fire Co., 7 Paige, 203. Loans 8 c. If, from the occurrence of losses charged, or proper to be when to be ° ■' ' . . . 111 called in. charged, as a reduction of its capital stock, the whole amount of the loans and discounts made by any corporation having banking powers, shall exceed three times the amount to which its capital paid in, is, or ought to be reduced, it shall be the duty of the directors of such corporation to call in and cause to be paid, with- out delay, such a portion of such loans as shall reduce their whole amount within the limits before prescribed. [591] g g_ jf gpy. s}ja,res of its own capital stock shall be hypothe- cated or pledged to any moneyed corporation, and the debt ings on which they shall be intended to secure shall not be paid when due. Stock liVi" pothecated, it shall be the duty of the directors of the company, within sixty is not paid, days thereafter, to cause such shares to be sold; and if, within that period, such shares shall not be sold, and the debt shall remain unsatisfied, the shares shall be charged at the amount actually paid thereon, as a reduction of the capital stock of the company, and no dividends shall thereafter be made until the deficit so created be made good from the subsequently accruing profits of the company. convey- § 7- -^^ conveyance, assignment or transfer of any effects, for use rf cor- *^^ ^^^' benefit or security of any such corporation shall be valid fnvaUd." ^^ ^^^> unless it be made to the corporation directly and by name ; but the provisions of this section shall not be construed to apply to a conveyance or assignment for the benefit of creditors, in which such corporation shall be included, or to a conveyance or assignment of the effects of a debtor under the laws of this gtate, or of any other State or country. Leavitt v. Fisher, 4 Duer, 2i ; Harper v. Raymond, 3 Bosw. 29; Hol- brook V. Bassett, 5 Bosw. 171. § 8. No conveyance, assignment or transfer, not authorized by a previous resolution of its board of directors, shall be made by 1 Id, §§ 9-I9-] GENERAL STATUTES. , . , . CHAP. IX. any such corporation of any of its real estate or of any of its effects Art. m. exceeding the value of one thousand dollars; but this section shall not apply to the issuing of promissory notes, or other evidences of debt, by the officers of the company in the transaction of its or- dinary business, nor to payments in specie or other current money, or in bank bills made by such officers; nor shall it be construed to render void ahy conveyance, assignment or transfer, in the hands of a purchaser for a valuable consideration, and without notice. Leavitt v. Tylee, i Sandf. Ch. 207; Aspinwall v. Meyer, 2 Sandf. 187; , Palmer v. Yates, 3 id. 144 ; Brouwer v. Harbeck, i Duer, 129 ; Gillet v. Moody, 5 Barb. 185 ; Curtis v. Leavitt, 17 id. 309 ; Warner v. Chappel, 32 id. 309 ; Bank of Vergennes v. Warren, 7 Hill, gi ; Houghton v. McAuliffe, 26 How. 270; Brouwer v. Harbeck, 9 N. Y., 589; Marvine v. Hj-mers, 12 id. 223; Gillet v. Phillips, 13 id. 114; Nelson v. Eaton, 26 id. 410 ; Commer- cial Bank v. Ten Eyck, 48 id. 305. § 9. No such conveyance, assignment or transfer, nor any pay- id. ment made, judgment suffered, lien created or security given by any such corporation, when insolvent, or in contemplation of in- solvency, with the intent of giving a preference to any particular creditor over other creditors of the company, shall be valid in law ; and every person receiving, by means of any such conveyance, assignment, transfer, lien, security or payment, any of the effects of the corporation, shall be bound to account therefor to its cred- itors or stockholders, or their trustees, as the case shall require. Leavitt v. Tylee, i Sandf. Ch. 207; Furniss v. Sherwood, 3 Sandf. 521; Brou- wer V. Harbeck, I Duer, 129 ; Leavitt v. Blatchford, 5 Barb. 15; Gillet v. Moody, id. 185 ; Curtis v. Leavitt, 17 id. 316; Leavitt v. Yates, 4 Edm. Ch. 134; Ogden V. Andre, 4B0SW. 602; Holbrook v. Bassett, 5 id.171; Nelson v. Wellington, id . 186; Hervy v. Kerr, 8 id. 200; Matter of Bowery Bank, * i6 How. 56; Brouwer v. Harbeck, 9 N. Y. 591 ; Curtis v. Leavitt, 15 id. 9 ; Marine Bank v. Clements, 31 id. 33. § 10. Every director who shall violate, or be concerned in vio- Penalty on ..•., f ■ /ri--i-i director lating, any provision in the preceding sections 01 this article con- violating tained, shall be liable personally to the creditors and stockholders, sections'!^ respectively, of the corporation of which he shall be a director, to the full extent of any loss they may respectively sustain from such violation. (See Penal Code, i 606, pasi, p. 276.) Franklin Fire Ins. Co. v. Jenkins, 3 Wend. 130 ; Gaflfney v. Colvill, 6 Hill, 567; 13 J. & S. 620; Ogden v. Rolls, 13 Abb. Pr. 300. . (Sections 11 to 18, inclusive, were repealed by Laws of 1830, chap. 71, but not so as to affect corporations then existing.) § 19. It shall be the duty of every moneyed corporation here- ^J^^®* after created on the first day of January after its incorporation, statement CHAP, IX. Art. in. to be tranS' mitced to comp- troller. Contents thereo£ [594] Further contents of each state- ment after the first. INSURANCE LAWS. [R.S.,P.i,C. i8,T.2, and annually on the same day thereafter, to make out and trans- ■ mit to the comptroller, in the form prescribed by him, a full state- ment of its affairs, verified by the oaths of its president and cashier, or treasurer or secretary. § 20. Each statement so transmitted shall contain, 1. The amount of the capital stock of the corporation paid in, or invested according to the provisions of its charter, and the amount of such stock as then possessed; 2. The value of the real estate of the corporation, specifying what portion thereof is occupied by the company as necessary to the transaction of its business; 3. The shares of stock held by such corporation, whether abso- lutely or as collateral security, specifying each kind and descrip- tion of stock, and the number and value of the shares of each; 4. The debts owing to the corporation, specifying such as are owing from other moneyed corporations, the names of such cor- porations and the amount due from each; and also specifying the amount secured by bond and mortgage or judgment, the amount which, according to the provisions of this article, ought to be in- cluded in the computation of losses and the total amount of such debts then collectible ; 5. The amount of debts owing by the corporation, specifying such as are payable on demand, and such as are due to other mon- eyed corporations, the names of such corporations, and the amount due to each; 6. The amount of the claims against the corporation, not acknowledged by it as debts; 7. The amount for which the corporation is bound as surety, or, for which it may become liable on the happening of contingent events, whether upon policies of insurance or otherwise; and, 8. If the statement be from a corporation having banking pow- ers, the amount of its notes or bills then in circulation, of its loans and discounts, and of specie on hand. § 21. Each statement subsequent to the first so transmitted shall also contain, 1. The amount of the losses of the corporation charged, speci- fying whether charged on its capital or profits, since its last pre- ceding statement, and of its dividends declared and made during the same period ; 2. The average amount for each month, during the preceding year, of the debts due to and from the corporation ; and §§ 22-30.] GENERAL STATUTES. 213 CHAP IX 3. If the statement be from a corporation having banking posvers, Art. in. ' the amount, on the first day of July of the same year, of its notes or bills in circulation, of its loans and discounts, and of its specie on hand. § 22. Every corporation that shall neglect to make out and Penalty for transmit the statement required, for one month beyond the period "^^ "" ' when by law it ought to be made, may be proceeded against, and dissolved as an insolvent corporation. § 23. It shall be the duty of the comptroller to enter every such Duty of statement received by him in a book to be provided by him for trouer in that purpose, and which shall at all times during office hours be sul" state- open to public inspection. . ™°° " § 24. If it shall appear to the comptroller, from any statements id. received by him, that the provisions of its charter, or of this title, have been violated by any corporation, or that there is reason to apprehend that any corporation is or will become insolvent, it shall be his duty to report the facts, together with his opinion thereon, without delay, to the legislature. § .25. It shall be the duty of the comptroller to prepare forms ■^'** of the statements above prescribed, and to transmit a copy thereof, ri-qK-i together with such instructions as he may deem necessary, to every corporation which is or shall be bound to furnish such statements under the provisions of this title. (Sections s6, 37 and 28 relate exclusively to corponitions having banking powers^ and are therefore omitted.) § 29. No moneyed corporation, to which a charter shall hereafter Affidavits be granted, shall commence the business for which it shall be in- from cor- D ' porations corporated, until its president and cashier, or treasurer, or secre- '^Hf'-^ tary, or its two principal officers, by whatever name they may be described, shall have made and subscribed an affidavit, stating that the whole of the capital stock of such corporation,, or such portion thereof as by its charter shall be required to be paid or secured before the commencement of its operations^ has been actually paid or secured to be paid, according to the provisions of its charter. § ^o. Every such affidavit, if made in a city, shall be made be- How made , , , ■ J -i- J • i and fi's''- fore the mayor or recorder of such city,, and if made in a county, before the first judge of a county, or any master in chancery therein, and shall be filed in the clerk's office of the city and county, or of the county in which it shall be taken. 214 INSURANCE LAWS. [R.S.,P. i,C. r8,T.2, CHAP. IX. Art. m. §31. The charter of every such corporation shall be void, if Effect of the affidavit above required shall not be duly made and filed omission. ^ , 11 , Within one year from the time such charter shall be granted. Johnson v. Bush, 3 Barb. Ch. 237. (Art. 2.) Regulations concerning the elections of directors op MONEYED corporations. [596] Inspectors to be chosen. Vacancies, how sup- plied. Disability. Oath of inspector. Sec. 32. 33- 34. 35- 36, 39- 40. 41. 42. 43- 44. 45. 46. 47- 48, Inspectors of elections, how chosen; theirpay. Directors to supply vacancies in office of inspector. Officers of the corporation not to be chosen inspectors. Inspectors to take oath. 37 and 38. Qualifications of voters. Form of oath to be administered to persons offering to vote, who are challenged. Affidavits to be attached to proxies. Oath to be administered to persons offering to vote upon proxy, if challenged. If challenged person refuse to take oath, his vote to be rejected. If election do not take place on day appointed, when to be held. By-laws regulating elections, when to be made and to be published. A register of transfers and a book containing names of stockholders, to be kept, etc. Penalty for refusing to allow stockholders to inspect them. Parties aggrieved by an election , may apply to supreme court for redress. 49 and 50. How supreme court to proceed in such application. § 32. At every election for directors in any moneyed corporation, three persons shall be chosen by the persons entitled to vote for directors, as inspectors at the next succeeding election, whose duty it shall be to act as such, and any two of whom shall be competent to act. Each acting inspector shall be entitled to a reasonable compensation for his services, to be paid by the corporation for which he is chosen. Matter of Excelsior Fire Ins. Co., 16 Abb. Pr. 8. § 33. The directors of the corporation shall supply any vacancy that may occur by the death or removal from the city or county where the corporation shall be situated, of any such inspector, or by his refusal to serve, or neglect to attend on the day of election. Matter of Excelsior Fire Ins. Co., 16 Abb. Pr. 8. § 34. No person shall be chosen or appointed an inspector of an election of directors in a corporation of which he shall be a director or oflScer. § 35. Every such inspector, before he shall enter on the duties of his office, shall take and subscribe the following oath, before any officer authorized by law to administer oaths: " I do solemnly swear that I will execute the duties of an inspector of the election now to be held, with strict impartiality, and according to the best of my ability." §§36-41.] GENERAL STATUTES. 215 § 36. At every' election of directors, the transfer books of the Art. in. ' corporation shall be produced, to test the qualifications of the who may voters; and no person shall be admitted to vote directly or by proxy, except those in whose names the shares of the stock of the corporation shall stand on such books, and shall have so stood for at least thirty days previous to the election. § 37. No person shall be admitted to vote on any shares of stock id., and on belonging or hypothecated to the corporation in which the election '^ * ^ ""^ • is held ; nor shall any person be admitted to vote on any shares of stock which shall then be hypothecated or pledged, as a collateral security, to any other person or company. § 38. No person shall be admitted to vote on any shares which '^• shall have been transferred to him for the sole purpose of enabling him to vote thereon, at the election then to be held ; nor upon any shares which he shall have previously contracted to sell or transfer after the election, upon any condition, agreement or understanding, in relation to his manner of voting at such election. Matter of Barker, 6 Wend. 509; Matter of Union Ins. Co., 22 id. 5gi. § 39. Every person offering to vote may be challenged by any [597] other person authorized to vote at the same election; and to every chaUenge. person so challenged one of the inspectors shall administer the following oath: " You do swear (or aflSrm, as the case may be) that oath. the shares on which you now offer to vote do not belong, and are not hypothecated to the (naming the corporation for which the elec- tion is held), and that they are not hypothecated or pledged to any other corporation or person whatever; that such shares have not been transferred to you for the purpose of enabling you to vote thereon at this election, and that you have not contracted to sell or transfer them, upon any condition, agreement or understand- ing in relation to your manner of voting at this election." § 40. No person shall be permitted to vote upon theP^^^oos^ proxy of a stockholder, unless he shall produce, annexed to proxies, his proxy, an affidavit of such stockholder, stating the same facts to which the oath of such stockholder might have been required upon a challenge, had he offered to vote in person on the shares mentioned in the proxy. Matter of Chenango County Mutual Ins. Co., 19 Wend. 635. § 41. If any person offering to vote upon a proxy shall be chal- Their oath, lengedbyan elector, he shall be required to take the following {^„''^|']- oath, to be administered to him by one of the inspectors: " You 2i6 INSURANCE LAWS. [R.S.,P. i,C. i8,T.2. ™rt^i^' do swear (or affirm) that the facts stated in the affidavit annexed to the proxy upon which you now offer to vote, are true according to your belief, and that you have made no contract or agreement whatever for the purchase or transfer of the shares, or any por- tion of the shares, mentioned in such proxy." Proceed- § 42. If any person duly challenged shall refuse to take the challenge, proper oath his vote shall be rejected, and shall not be afterward received at the same election; if he shall take the oath his vote shall be received. Proceed- § 43. If an election for directors in any such corporation shall tioQbenot'not be held on the day appointed by law, it shall be the duty of ''*''*■ the directors to notify, and cause such election to be held within sixty days after the day so appointed; and on the day so notified no persons shall be admitted to vote, except those who would have been entitled had the election taken place on the day when, by law, it ought to have been held. Certain by- § 44- ^° by-law of any such corporation regulating the election ]mv invalid, ^f jj.g directors shall be valid, unless it shall be made at least sixty days before the day appointed by law for the election to be held, and shall have been published for at least two weeks, in succession, ^^i immediately following its enactment, in some newspaper in the city or county where the corporation is situated. Transfer g ^j. Every such corporation shall keep a book, in which the stock. transfer of shares of its stock shall be registered; and another '1 [598] book containing the names of its stockholders, which book shall at all times during the usual hours of transacting business for thirty days previous to an election of directors be open to the ex- amination of the stockholders. Penalty for § 46. If any officer having charge of such books shall, upon exhibit. the demand of a stockholder, refuse or neglect to exhibit and sub- mit them to examination, he shall for each offense forfeit the sum of two hundred and fifty dollars. Remedy of § 47- If any person shall conceive himself aggrieved, by an aggi^eved election or any proceeding concerning an election of directors or Uon.'**^ officers in any such corporation, he may apply to the supreme court for redress, giving a reasonable notice of his intended appli- cation to the party to be affected thereby. Matter of Union Ins. Co., 22 Wend. 591 ; Matter of Bank of Dansville, 6 Hill, 370. § 48. It shall be the duty of the supreme court, upon such ap- ings, plication, to proceed forthwith, in a summary way, to hear the §§ 49-S2-] GENERAL STATUTES. 217 proofs and allegations of the parties, or otherwise to inquire into Art. m. the causes of complaint, and thereupon to make such order, and grant such relief, as the circumstances and justice of the case shall seem to require. If the election complained of shall be set aside, the supreme court may order a new election, at such time and place as they shall appoint. Matter of Union Ins. Co., 22 Wend. 591. § 49. The supreme court, if they cannot otherwise arrive at a id. satisfactory result, may order an issue between the parties, to be made up in such manner and form, and to be tried in such court, as they shall select ; or may permit or direct the attorney-general to file an information, in the nature of a quo warranto, if the case be one in which that proceeding would be competent and effectual. § 50. If any such issue shall be ordered, or information permitted ^'^• or directed to be filed, it shall be the duty of the supreme court to make such further orders in relation to the time and mode of pleading, the examination of witnesses or the parties, the produc- tion of books and papers, and the time and place of trial or hear- ing, as shall in their judgment be effectual for expediting the proceedings, saving expense to the parties, and causing a final determination to be had with as little delay as the nature of the controversy will permit. (Art. 3.) Of the construction of this title. Sbc. 51. Meaning of the term " moneyed corporation." 52. To what corporations this title to apply. 53. Meaning of term '* directors.'* 54. Meaning of term " eflFects." 55. Meaning of the term " evidence of debt." § 51. The term " moneyed corporation," as used in this title, shall " Moneyed be construed to mean every corporation having banking powers, J^trons" or having the power to make loans upon pledges or deposits, or authorized by law to make insurances. Houghton v. McAuliflfe, 26 How. 270 ; Osgood v. Laj'ton, 48 Barb. 463 ; Mutual Ins. Co. v. Supervisors of Erie County, 4 N. Y. 442; Talmage v. Pell, 7 id. 328 ; Brouwer v. Harbeck, 9 id. 589 ; People, ejt rel. Mu- tual Life Ins. Co., v. Board of Supervisors of New York, 16 id. 424. § 52. The provisions of this title shall not apply to any moneyed [599] corporation existing on the first day of January, one thousand This title to eight hundred and twenty-eight; brut they shall be construed to fPPjy,'°„^. apply to every moneyed corporation created, or whose charter shall P°f*^'°°* 28 2i8 INSURANCE LAWS. [R.S., P. i,C.i8,T.2, CHAP. IX. Art. III. be renewed or extended, after that time, unless such corporation shall be expressly exempted from the provisions of this title, in the act creating, renewing, or extending such corporation.* to?s"de- § 53- '^'^^ '•^"" "directors," as, used in this title, shall be con- fined, strued to embrace dl persons having by law the direction or man- agement of the affairs of any such corporation, by whatever name they may be described in its charter, or known in law. Brouwer v. Harbeck, 9 N. Y. 589. defined'^" § 54" ^he term " effects," as used in this title, shall be construed to embrace every species of property, real and personal, including things in action. Wright V. Douglass, 10 Barb. 105. ~ of debt*'"'* § 55- The term "evidence of debt," as so used, shall be con- defined, strued to embrace every written instrument or security for the payment of money, importing on its face the existence of a debt, and whether under seal or otherwise. ARTICLE IV.— GENERAL POWERS, PRIVILEGES AND LIABILI- TIES OF CORPORATIONS. 1828, B. S., Part I, Ch. XTIII, Title III — Of the general powers, privileg^es and liabilities of corporations. Sec. I. Powers of corporations. 2. To vest in every corporation liereafter created. 3. Corporations not to possess any additional powers except those given by charter. 4. No corporation to exercise bankings powers, unless expressly authorized. 5. When ttie stockholders may be required to pay in the balance on their stocit, 6. A majority of the body authorized to act for the corporation, may do business. 7. If corporation do not commence business in a year, powers to cease. 8. Every charter hereafter granted, subject to alteration by legislature. 9. Who to settle affairs of corporation upon its dissolution. 10, Powers and liabilities of persons so acting. General SECTION I. Every Corporation as such has power : powers. j_ "Pq have succession by its corporate name for the period lim- ited in its charter ; and when no period is limited perpetually; 2 . To sue and be sued, complain and defend, in any court of law or equity; 3. To, make and use a common seal, and alter the same at pleasure; 4. To hold, purchase and convey such real and personal estate as the purposes of the corporation shall require, not exceeding the amount limited in its chartef; *Act concerning the Revised Statutes, passed December 10, 1828, 1 15. §§ 2-4.] GENERAL STATUTES. 219 . CHAP. IX. 5. To appoint such subordinate officers and agents, as the busi- ^^*- ^^■ ness of the corporation shall require and to allow them a suitable compensation; 6. To make by-laws not inconsistent with any existing law, for [600] the management of its property, the regulation of its affairs, and for the transfer of its stock. Hodges V. City of Buffalo, 2 Denio, no ; Chautauqua County Bank v. Risley, 4 id. 480 ; Barry v. Merchants' Exchange Company, i Sandf. Ch. 280 ; Moss V. The Rossie Lead Mining Co., 5 Hill, 137 ; Bank of Havana V. Wickham, 7 Abb. Pr. 139 ; Brady v. Mayor of Brooklyn, i Barb. 590 ; Boom V. City of Utica, 2 id. ro4 ; Curtis v. Leavitt, 17 id. 309 ; Barton v. Port Jackson and Union Falls Plank Road Co., id. 397 ; Thompson v. Erie Railway Co., 42 How. 91 ; Bingham v. Wiederwax, i N. Y. 509 ; Hay V. The Cohoes Co., 2 id. 159 ; Farmers' Loan and Trust Co. v. Curtis, 7 id. 466 ; Riley v. The City of Rochester, 9 id. 64 ; NichoU v. The New York and Erie Railroad Co., 12 id. 121 ; Bank of Attica v. Manufacturers and Traders' Bank, 20 id. 501 ; Driscoll v. The West-Bradley and Carey Manu- facturing Co., 59 id. 96. § 2. The powers enumerated in the preceding section shall vest i" ''••at in every corporation that shall hereafter be created, although they ''°°s "> may not be specified in its charter or in the act under which it shall be incorporated. New York Firemen's Insurance Co. v. Sturges, 2 Cow. 664; McCuUough V. Moss, 5 Denio, 567. § 3. In addition to the powers enumerated in the first section of w>*' °^}'" o J f ^ powers to ' this title, and to those expressly given in its charter, or in the act °« p°|- under which it is or shall be incorporated, no corporation shall possess or exercise any corporate powers, except such as shall be necessary to the exercise of the powers so enumerated and given. Moss V. The Rossie Lead Mining Co., 5 Hill, 137; Feeny v. People's Fire Ins. Co., 2 Robt. 600 ; People v. The Manhattan Co. , g Wend. 392 ; Farmers' Loan and Trust Co. v. Carroll, 5 Barb. 613 ; Green v. New York Central R. R. Co., 12 Abb. Pr. N. S. 480; Halstead v. The Mayor, etc., of New York, 3 N. Y. 433 ; Thompson v. Schermerhorn, 6id. 92 ; Talraage v. Pell, 7 id. 328 ; Curtis v. Leavitt, 15 id. 54, § 4. No corporation created, or to be created, and not expressly ^""F'^e °f incorporated for banking purposes, shall by any implication or ppwers pro- construction, be deemed to possess the power of discounting bills, notes, or other evidences of debt, of receiving deposits, of buying gold and silver, bullion or foreign coins, of buying and selling bills of exchange or issuing bills, notes or other evidences of debt, upon loan, or for circulation as money. People V. The Manhattan Co., 9 Wend. 392 ; Curtis v. Leavitt, 17 Barb. 316 ; New York Life Ins. and Trust Co. v. Beebe, 7 N . Y. 364. 220 INSURANCE LAWS. [R.S., P. i,C.i8,T.3, CHAP IX Art. ■ IV.' g ^, Where the whole capital of a corporation shall not have been Liability of paid in, and the capital paid shall be insufficient to satisfy the holders. claims of its creditors each stockholder shall be bound to pay on each share held by him, the sum necessary to complete the amount of such share, as fixed by the charter of the company, or such proportion of that sum as shall be required to satisfy the debts of the company. Tallmadge v. Fishkill Iron Co., 4 Barb. 382 ; Cutting v. Damerel, 23 Hun, 339 ; Mann v. Pentz, 3 N. Y. 415- Quorum. § 6. When the corporate powers of any corporation are directed by its charter to be exercised by any particular body, or number of persons, a majority of such body, or persons, if it be, not otherwise provided in the charter, shall be a sufficient number to form a board for the transaction of business ; and every decision of a majority of the persons duly assembled as a board, shall be valid as a corporate act. Forfeiture | y jf any corporation hereafter created by the legislature shall user. jiot organize and commence the transaction of its business within one year from the date of its incorporation, its corporate powers shall cease. Johnson v. Bush, 3 Barb. Ch. 237 ; People v. Bowen, 30 id., 24 ; People - V. The Troy House Co., 44 id. 625. Reserva- § 8. The charter of every corporation that shall hereafter be power to granted by the legislature shall be subject to alteration, suspension, etc. ' and repeal, in the discretion of the legislature. Hartford and New Haven R. R. Co. v. Croswell, 5 Hill, 383; Saydam v. Moore, 8 Barb. 358; Northern R. R. Co. v. Miller, 10 id. 260; White v. The Syracuse and Utica R. R. Co., 14 id. 539 ; Troy and Rutland R. R. Co. V. Kerr, 17 id. 581. Trustees^ m g g_ Upon the dissolution of any corporation created, or to be solution, created, and unless other persons shall be appointed by the legisla- ture, or by some court of competent authority, the directors or managers of the affairs of such corporation at the time of its dis- solution, by whatever name they may be known in law, shall be the trustees of the creditors and stockholders of the corporation dis- [601] solved, and shall have full power to settle the affairs of the corpo- ration, collect and pay the outstanding debts, and divide among the stockholders the moneys and other property that shall remain after the payment of debts and necessary expenses. (iR. L.,248, §1.) McCullough V. Moss, 5 Denio, 567 ; Kane v. Bloodgood, 7 Johns. Ch, 128; Huntley v. Beecher, 30 Barb. 587 ; TinkhamV. Borst, 31 id. 411 ; Owen § I-] GENERAL STATUTES. 221 V. Smith, id. 645; Hoifman v. Van Nostrand, 42 id. 174; Towar v. Hale, *^ Art'"'!^' 46 id. 363 ; Heath v. Barraore, 50 N. Y. 302 ; Central City Savings Bank v. Walker, 66 id. 424; affirming S. C, 5 Hun, 34. § 10. The persons so constituted trustees shall have authority Their to sue for and recover the debts and property of the dissolved cor- "'"'"'■ poration by the name of the trustees of such corporation, and shall have full power to settle the affairs of the corporation, describing it by its corporate name; and shall be jointly and severally re- sponsible to the creditors and stockholders of such corporation, to the extent of its property and effects that shall come into their hands. (i R. L., 349, § 2.) Merchants' Bank v. Bliss, i Robt. 405 ; Owen v. Smith, 31 Barb. 645 ; Heath v. Barmore, 50 N. Y. 302. ARTICLE v.— SPECIAL PROVISIONS RELATING TO CERTAIN CORPORATIONS AND JOINT-STOCK ASSOCIATIONS. 1828. B. S., Part 1, Ch. XVIII, *Title IT - Special Provisions relating to certain corporations. Sec. z. Certain books of incorporated companies to be kept open for certain time. 2. Certain proliibitions and restrictions upon directors of corpoTatioQs,oflicers,etc. 3. Debts of corporations not to exceed certain amount; penalty for excess. 4. Certain transfers of property prohibited; corporations dissolved in certain cases. 5. Supreme court to correct illegal elections ; proceedings for that purpose. 6. By-laws regulating elections; evidence of nght to vote, 7. Oath to betaken by inspectors of elections. 8. On failure to hold elections of directors, new day to be appointed ; proceed- ings. 9 and 10, (Relate entirely to companies incorporated for banking purposes.) IX. Extent and application of the provisions of^this title. § I. The book or books of any incorporated company in this certain State in which the transfer of stock in any such company shall be open at cert registered, and the books containing the names of the stockholders '*'° "™*^' in any such company, shall, at all reasonable times during the usual hours of transacting business, be open to the examination of every stockholder of such company for thirty days previous to any elec- tion of directors ; and if any officer having charge of such books shall, upon demand by any stockholder as aforesaid, refuse or neg- lect to exhibit such books, or submit them to examination as afore- said, he shall for every such offense forfeit the sum of two hun- dred and fifty dollars, the one moiety thereof to the use of the people of this State, and the other moiety to him who will sue for *This title inserted in the Revised Statutes pursuant to the "Act concerning the Revised Statutes," passed December 10, 1828, i 15. INSURANCE LAWS. [R.S.,P.i,C. 18,7.4, CHAP. IX. Art. V. the same, to be recovered by action of debt in any court of record, together with the costs of such suit. (L. 182s, 448, § I.) Bank of Columbia v. Attorney-Gegeral, 3 Wend. 588; Matter of Long Island R. R. Co., ig id. 37 ; Brouwer v. Cotheal, 10 Barb. 216 ; People, ex rel. Richmond, v. Pacific Mail Steamship Co., 50 id. 280; Cotheal v. Brou- wer, 5 N. Y. 562 ; Sage v. Lake Shore and Michigan Southern Ry. Co., 70 id. 220. Dividends § 2- It shall not be lawful for the directors or managers of any piuT profits incorporated company in this State to make dividends, excepting °°'^' from the surplus profits arising from the business of such corpora- Capital not tioJi ! ^^^ i' s^^'^' ^°^ ^^ lawful for the directors of any such d°uce(/°" company to divide, withdraw, or in any way pay to the stock- holders, or any of them, any part of the capital stock of such company, or to reduce the said capital ' stock, without the [602] consent of the legislature ; and it shall not be lawful for the di- Notes for rectors of such company to discount or receive any note, or other on stock, evidence of debt, in payment of any installment actually called in discounted, and required to be paid, or any part thereof, due or to become due on any stock in the said company ; nor shall it be lawful for such directors to receive or discount any note, or other evidence t'o wifbdraw °^ debt, with the intent of enabling any stockholder in such mentis Company to withdraw any part of the money paid in by him on paid. jjjg stock ; and in case of any violation of the provisions of this of^d^ectors Section, the directors under whose administration the same may fneVhese" '^^^^ happened, except those who may have caused their dissent : provisions, therefrom to be entered at large on the minutes of the said di- rectors at the time, or were not present when the same did happen, shall in their individual and private capacities jointly and severally be liable to the said corporation, and to the creditors thereof in the event of its dissolution, to the full amount of the capital stock of the said company so divided, withdrawn, paid out or reduced, | and to the full amount of the notes or other evidences of debt so taken or discounted in payment of any stock, and to the full amount of any notes or evidences of debt so discounted with the intent aforesaid with legal interest on the said respective sums, bystatuu*'^ i^om the time such liability accrued ; and no statute of limita- tions?"*' tions shall be a bar to any suit at law or in equity, against such directors for any sums for which they are made liable by this sec- Proviso. tjQjj . Provided, That this section shall not be construed to prevent a division and distribution of the capital stock of such com- i§ 3-4-J GENERAL STATUTES. 223 pany, which shall remain after the payment of all its debts, upon °^t^v'.''- the dissolution of such company, or the expiration of its charter. (L. 1825, 448, § 2.) Northern R. R. Co. v. Miller, 10 Barb. 260 ; Bank of Niagara v. Johnson 8 Wend. 645. ' § 3. The total amount of the debts which any incorporated Amount of company shall at any time owe, whether for deposits, or by bond, bill, note, or other contract, over and above the actual deposits with the said company, shall not at any time exceed three times the amount of the capital stock actually paid in, and in case of any excess the directors under whose administration the same may Liability ot have happened, except those who may have caused their dissent for Mcels. therefrom to be entered at large on the minutes of the said direc- tors at the time, and except those who were not present when the same did happen, shall in their individual and private capacities, jointly and severally, be liable for such excess to the said corpora- tion, and in the event of its dissolution, to any of the creditors thereof, to the full amount of such excess, with legal interest from the time such liability accrued ; and no statute of limitations shall bt^st^tlTe'' be a bar to any suit at law, or in equity, against such directors for So""''*' any sums of money for which they are made liable by this section. (L. 182s, 44B, 8 3.) Tallraadge v. The Fishkill Iron Co., 4 Barb. 388. § 4. Whenever any incorporated company shall have refused [603] the payment of any of its notes, or other evidences of debt, certain in specie, or lawful money of the United States, it shall not pro'lflrty °' be lawful for such company, or any of its officers, to assign or P^^'^'ted. transfer any of the property or choses in action of such company to any officer or stockholder of such company, directly or indi- rectly, for the payment of any debt ; and it shall not be lawful to make any transfer or assignment in contemplation of the insolvency of such company, to any person or persons whatever ; and every such transfer and assignment to such officer, stockholder or other person, or in trust for them or their benefit, shall be utterly void. (Laws of 1825, 450, § 6. The remainder of the original section of the R. S. repealed by Laws of 1880, chap. 245.) Bowen v. Lease, 5 Hill, 221 ; Heroy v. Kerr, 8 Bosw. igg ; Smith v. The New York Consolidated Stage Co., 18 Abb. Pr. 419; DeRuyter v. The Trustees of St. Peter's Church, 3 Barb. Ch. 119 ; Harris v. Thompson, 15 Barb. 62 ; Loring v. United States Vulcanized Gutta Percha Co., 30 id. 644: Galway v. United States Sugar Refining Co., 36 id. 256 ; People v. Troy ' House Company, 44 id. 625 ; Erie Railway Co. v. Vanderbilt, 5 Hun, 123 ; 224 CHAP. rx. ArtrV. Powers of supreme court re- specting elections. Proceed- ings. Certain by- laws to be publislied. Evidence of right to vote. [604] INSURANCE LAWS. [R. S., P.i,C.i8jT. 4, Robinson v. Bank of Attica, 21 N. Y. 406 ; Phillips v. Campbell, 43 id. 271; Dutcher v. Importers and Traders' National Bank, 59 id. 5 ; Cheever v. Gil- bert Elevated Railway Co., 43 N. Y. Supr. (11 J. & S.) 478. § 5. It shall be the duty of the supreme court, upon the appli- cation of any person or persons (Jr body corporate, that may be aggrieved by, or may complain of, any election, or any proceeding, act or matter, in or touching the same (reasonable notice having been given to the adverse party, or to those who are to be affected thereby, of such intended application), to proceed forthwith, and in a summary way, to hear the affidavits, proofs and allegations of the parties, or otherwise inquire into the matters or causes of complaint, and thereupon to establish the election so complained of, or to order a new election, or make such order and give such relief in the premises as right and justice may appear to the said supreme court to require : Provided, that the said supreme court may, if the case shall appear to require it, either order an issue or issues to be made up in such manner and form as the supreme court may direct, in order to try the respective rights of the parties who may claim the same, to the office or offices or franchise in question ; or may give leave to exhibit, or direct the attorney- general to exhibit, one or more information or informations in the nature of a quo warranto in the premises. (Laws of 1825, 451, §9, amended pursuant to the "Act concerning the Revised Statutes," passed December zo, 1S28, § 15.) Matter of Mohawk and Hudson Railroad Co., 19 Wend. 135 ; Mickles v. Rochester City Bank, 11 Paige, 124 ; Matter of Pioneer Paper Co., 36 How. Ill ; Schoharie Valley Railroad Case, 12 Abb. Pr. N. S. 394 ; People v. Albany & Susquehanna Railroad Co., 38 How. 228; S. C, i Lans. 308; S. C, 7. Abb. N. S. 265; S. C. 55 Barb. 344; Matter of Cecil, 36 How. 477; Strong V. Smith, 15 Hun, 222 ; Thompson v. Society of Tammany, 17 id. 305. § 6. No by-law of the directors and managers of any incorpo- rated company, regulating the election of directors or officers of such company, shall be valid, unless the same shall have been published for at least two weeks in some newspaper in the county where such election shall be held, at least thirty days before such election ; and in all cases where the right of voting upon any share or shares of the stock of any incorporated company of this State shall be questioned, it shall be the duty of the inspectors of the elections to require the transfer books of said company, as evidence of stock held in the said company ; and all such shares as may appear standing thereon in the name of any person or persons, i§7-ii-] GENERAL STATUTES. 225 shall be voted on by such person or persons, directly by themselves, °°An.' v.^' or by proxy, subject to the provisions of the act of incorporation. (Laws of 1825, 451, §13.) Matter of Long Island Railroad Co., 19 Wend. 45 ; Matter of Mohawk and Hudson Railroad Co., id. 135; People, ex rel. Walker, v. Albany Hospital, II Abb. Pr. N. S. 16 ; The Schoharie Valley Railroad Case, 12 id. 394; Cotheal v. Brouwer, 5 N. Y. 562, § 7. The inspectors who may be appointed to conduct any elec- P^thof tion of directors or any other officer of any incorporated company of election, of this State shall be required, before entering on the duties of their appointment, to take or subscribe the following oath or affirm- ation: " I, A. B., do solemnly swear (or affirm, as the case maybe) that I will execute the duties of an inspector for the election now to be held, with strict impartiality, and according to the best of my ability. (Laws 1825, 4SI, § 12.) Matter of Mohawk and Hudson R. R. Co., 19 Wend. 135; Matter of Che- nango County Mutual Ins. Co., id. 635. § 8. If at any time hereafter the election for directors of any On failure bank or other incorporated company of this State shall not be duly another held on the day. designated and appointed by the act incorporating appoPnt^. such bank or other incorporated company, it shall be the duty of the president and directors of such bank or other incorporated company to notify and cause an election for directors to be held within sixty days immediately thereafter ; and in all cases no share who en- or shares shall be voted upon except by such person or persons vote'on who may have appeared on the transfer books of said company to quent^Say?" have had the right to vote thereon on the day when, by the act of incorporation of such company, the election ought to have been held, which said right so to vote shall be exercised by the persons so appearing as aforesaid upon the transfer books of such com- pany on any day when such election may be held. (Laws 1825, 451, § 13.) People, ex rel. Walker, v. Albany Hospital, iiAbb. Pr., N. S.,15; S. C, 61 Barb. 397; Walker v. Devereaux, 4 Page, 247 ; Rosevelt v. Brown, 11 N. • Y. 152; People, ex rel. Miller, v. Cummings, 72 id. 433. (Sections 9 and 10 relate entirely to companies incorporated for banking purposes, and are therefore omitted.) §11. The provisions of this title shall not apply to any relig- -Application ious society, nor to any moneyed corporation which shall have limited, been, or shall be, created, or whose charter shall be renewed or extended after the first day of January, one thousand eight hun- 39 226 INSURANCE LAWS. [1850, c. 172, CHAP. IX. Art. V. dred and twenty-eight, and which shall be subject to the provis- ions of the second title of this chapter. [As amended by Laws of 187 1, chap. 883.] Bowen v. Lease, 5 Hill. 221 . (See the i8th subdivision, § is, of the " Act concerning the Revised Statute.s, passed De- cember zo, i8z8, Session Laws, 1839, p. 24.) L. 1842, Chap. 165— An Act to compel transfer agents of foreign corporations to exhibit a list of the stock- holders thereof. Passed April xi, 1842, a'^nts"'^ Section i. The transfer agent in this State of any moneyed or other corporation existing beyond the jurisdiction of this State (whether such agent shall be a corporation or a natural person) shall at all reasonable times during the usual hours of transacting business exhibit to any stockholder of such foreign corporation, when required by him, the transfer book of such foreign corpora- tion, and also a list of the stockholders thereof (if in their power so to do). Sage V. Lake Shore and Michigan Southern Ry. Co., 70 N. Y. 220; People, ex rel. Hatch, v. Lake Shore and Michigan Southern R. R. Co., ir Hun, I. Penalty. | ^ jj^ ^^^ ^x\,f^a. transfer agent, or any clerk or officer of such agent, should refuse to exhibit such transfer book, or a list of the stockholders of such foreign corporation as aforesaid, he shall for every such offense forfeit the sum of two hundred and fifty dol- lars, to be recovered by the person to whom such refusal was made. Ii. 1850, Chap. 172 — An Act to prohibit corporations from interposing the defense of usury in any action. Passed April 6, 1850. Defense of Skction I. No Corporation shall hereafter interpose the defense to be in- of usurv in any action, teiposed ■* ■' 5 J. & S. 279 ; 6 id. 184 ; First National Bank of New York v. Morris, 4 T. & C. 182 ; S. C, I Hun, 680 ; DeRose v. Smith, 4 T. & C. 690 ; Curtis v. Leavitt, 17 Barb. 309 ; Butterworth v. O'Brien, 28 id. 187 ; Hungerford's Bank v. Dodge, 30 id. 626; Smith v. Alvord, 63 id. 415 ; Curtis v. Leavitt, 15 N. Y. 85 ; Southern Life Insurance and Trust Co. v. Packer, 17 id. 51 ; Butterworth V. O'Brien, 23 id. 275: Rosa v. Butterfield, id. 665; Bel- mont Branch Bank v. Hoge, 35 id. 65; Merchants' Exchange National Bank v. Commercial Ware-house Co. , 49 id. 635 ; Adams v. Mills, 60 id. 533 ; Union National Bank v. Wheeler, id. 612 ; Stewart v. Bramhall, 74 id, 85. § I.] GENERAL STATUTES. 227 § 2. The term corporation, as used in this act, shall be con- Art. v. strued to include all associations and joint-stock companies having Definition any of the powers and privileges of corporations not possessed by poration."'" individuals or partnerships. L. 1867, Chap. 937 — An Act to enable companies or corporations, org^anized under any general law, to ex- tend the term of their existence. Passed May 17, 1867, Section i. Any company or corporation heretofore formed Extension under any general law of this State, at any time within three years existence, of the expiration of its term of existence, may extend the term of existence of such company or corporation beyond the time men- tioned in the original articles of association or certificate of incor- poration by the consent of the stockholders owning two-thirds in amount of the capital stock of such company or corporation in and by a certificate to be signed by such stockholders, and acknowl- edged or proved, so as to enable them to be recorded, which certifi- cate shall be filed in the office of the secretary of State, and in the office of the clerk of the county in which its original certificate or articles of -association, if any, are filed or recorded; and the said secretary of State and the clerk of such county shall, upon such filing, record the same in the books kept in their respective offices for the record of articles of association, and make a memorandum of such record in the margin of the original articles of association, in such book, and thereupon the time of existence of such com- pany shall be extended, as designated in such certificate, for a term not exceeding the term for which said company or corporation was organized in the first instance. L. 1870, Chap. 135 — An Act for the relief of corporations organized under general laws. Passed April 5, 1870. Section i. The directors of any corporation organized under Amended any general act for the formation of companies, in whose original ofincorpo- •' ° • i_ r ration Tnay certificate of incorporation any informality may exist, by reason of be filed, an omission of any matter required to be therein stated, are hereby authorized to make and file an amended certificate or certificates of incorporation, to conform to the general act under which said corporation may be organized; and upon the making and filing of 228 INSURANCE LAWS. [187.3, c 131, CHAP. IX. Art. V. such amended certificate, the said corporation shall, for all pur- poses, be deemed and taken to be a corporation from the time of filing such original certificate. Pending | 2. Nothing in this act contained shall in any manner affect any affected, suit or proceeding at the time of filing such amended certificate , pending against said corporation, or impair any rights already | ; accrued. j Li. 1872, Chap. 146— An Act to authorize corporations to hold and convey real estate for business purposes in other States, with the consent thereof. Passed March 28, 1872. Corpo- 8 I. It shall be lawful for any corporation organized under the rations may " .,. . ,^ hold real laws of this State and transacting business m several States or stocks in foreign countries, to acquire, hold and convey, in such States or States. countries, with the consent thereof, such real estate as shall be re- quisite for such corporation in the convenient transaction of its business, or to purchase, hold, own and dispose of any stock in other corporations owning such real estate situated in such States or foreign countries in conformity to the laws thereof ; but the au- thority herein granted shall not be construed to authori-ze any cor- poration organized under the laws, existing or doing business in this State, to purchase, hold, own or convey any other stocks than such as may be or may have been based upon or represented real estate, the possession of which shall be required in the transaction of its legitimate and ordinary business, [As amended by Laws of 1875, chap. 1 19. J li. 1873, Chap. 151 — An Act for the relief of stock- holders of corporations whose certificates of stock have been lost or destroyed. Passed March 27, 1873. Skction I. Whenever any company incorporated under the holders laws of this State shall have refused to issue a new certificate of pel corpo- stock in place of one theretofore issued by it, but which is alleged ration to is- , /■ t 1 j suedupii- to have been lost or destroyed, the owner of such lost or de- cate certi- , . _ - . , , . ^ x. ficates^in stroyed certificate, or his legal representatives, may apply to the supreme court, at any special term thereof appointed to be held in the judicial district where such owner resides, for an order re- quiring such corporation to show cause why it should not be re- case of loss. § 2.] GENERAL STATUTES. 229 quired to issue a new certificate of stock in place of the one so ^^Ail'\^' lost or destroyed. Such application shall be by petition, duly verified by the owner, in which shall be stated the name of the corporation, the number and date of the certificate, if known, or can be ascertained by the petitioner, the number of shares of stock named therein, and to whom issued, and as particular a statement of the circumstances attending such loss or destruction as such petitioner shall be able to give. Upon the presentation of said petition, said court shall make an order requiring said cor- poration to show cause, at a time and place therein mentioned, why it should not be required to issue a new certificate of stock in place of the one described in said petition. A copy of said petition and of said order shall be served upon the president or other head of such corporation, or on the cashier, secretary or treasurer thereof, personally, at least ten days before the time "designated in said order for showing cause. § 2. At the time and place specified in said order, and on court to proof of due service thereof, the said court shall proceed in a sum- summarily mary manner, and in such mode as it may deem advisable, to tha°'dupii- inquire into the truth of the facts stated in said petition, and ficSeTbe" shall hear such proofs and allegations as may be offered by or in plJjuoner behalf of the petitioner, or by or in behalf of said corporation or serarity ; other party, relative to the subject matter of said inquiry, and if, "o orde"'^* upon such inquiry, said court shall be satisfied that such petitioner entorced. is the lawful owner of the number of shares of the capital stock, or any part thereof described in said petition, and that the certificate therefor has been lost or destroyed and cannot after due diligence be found, and that no sufficient cause has been shown why a new certificate should not be issued in place thereof, it shall make an order requiring said corporation or other party, within siich time as shall be therein designated, to issue and deliver to such petitioner a new certificate for the number of shares of the capital stock of said corporation which shall be specified in said order as owned by said petitioner, and the certificate for which shall have been lost or destroyed. In making such order the court shall direct that said petitioner deposit such security, or file such a bond in such form and with such sureties as to the court shall appear sufficient to indemnify any person other than the petitioner who shall thereafter appear to be the lawful owner of such certificate stated to be lost or stolen ; and the court may also direct the publication of such notice, either preceding or succeed> 23° INSURANCE LAWS. [1873, c. 469, CHAP. IX. . Art. V. ing the making of such final order, as it shall deem proper. Any person or persons who shall thereafter claim any rights under said certificate so alleged to have been lost or destroyed, shall have recourse to said indemnity, and the said corporation shall be dis- charged of and from all liability to such person or persons by rea- son of compliance with the order aforesaid ; and obedience to said order may be enforced by said court by attachments against the officer or officers of such corporation on proof of his or their refusal to comply with the same. Li. 1873, Chap. 469 — An Act relative to the purchasers of the franchises and property of corporations whose franchises and property shall have been sold hy mort- gage. Passed May 9, 1873. When pur- SECTION I. Whenever the franchises, privileges, easements, rights franchises, and liberties of any corporation, created by any act of the legis- mortgage, lature of this State, or formed and incorporated under or by virtue conie a" of any general act thereof, and empowered by said act to mort- porate™'' gage its property or franchises, and the property, estate and effects of any such corporation have been heretofore, or may be hereaf- ter, sold by virtue of any mortgage executed by such corporation; and whenever the purchaser or purchasers thereof shall have acquired title to the same, in the manner prescribed by law, such purchaser or purchasers may associate with him or them any num- ber of persons ; and upon making and filing articles of association, as prescribed by this act, such purchaser or purchasers and his or their associates, and their successors and assigns, being residents of this State, shall thereupon become and be a body politic and corporate, and may take and receive a conveyance of and shall thereupon succeed to, possess and exercise and enjoy all the rights, powers, franchises, privileges, easements, liberties, property, estate, and effects of which the title shall have been acquired and con- veyed as aforesaid. Certificate § 2. In case the said corporation, whose franchises, privileges, where cor- easements, rights, powers, liberties, property, estate and effects wasincor- shall have been so sold as aforesaid, shall have been incorporated porated , ' . . , . . - , under gen- under or by virtue of the provisions of any general statute or statutes of this State for the formation of corporations, the certi- ficate so to be made and filed shall be in the form of, and shall I§ 3, 4-J GENERAL STATUTES. 231 state and set forth the particulars which in and by such statute or Art. ' v. ' statutes were required to be stated and set forth in the original certificate of incorporation or articles of association of the said corporation. § 3. In case the corporation whose franchises, privileges, ease- Under ments, rights, powers, liberties, property, estate and effects shall have been so sold as aforesaid, shall have been created by any special act of incorporation, then, and in that case, said certificates so to be made and filed, shall state and set forth the following particulars, namely : 1. The name of the body politic and corporate so to be formed as aforesaid ; 2. The amount of the capital stock thereof, which shall not exceed the amount of the capital stock of the said former or pre- existing corporation authorized by law at the time of such sale as aforesaid, and the number of shares of which the said stock shall consist. 3. The title and the time of the passage of the said original act creating the said former corporation, and any other act or acts relating thereto. 4. The number of the directors who shall manage the concerns of the said body politic and corporate, and the names of the first board of directors thereof, and who shall hold their office for one year and until others are chosen in their plaices. § 4. The said certifica:te shall be executed in duplicate, and ac- Jl'^fg""^" knowledged before some officer competent to take acknowledg- °ew cor-^ ment of deeds. One of the said duplicates shall be filed in the omission office of the secretary of State, and the other thereof shall be filed in the office of the clerk of the county in which the said corpora- tion first mentioned in this a:ct had its principal place of business; and, thereupon, the said body politic and corporate so formed as aforesaid shall exist for the time, and may and shall possess, ex- ercise and enjoy dl the powers, privileges, rights, liberties, ease- ments and franchises possessed by the said former corporation, and in the same manner and to the same extent and with the same force and effect as the same could have been exercised by the said former corporation had not such sale as aforesaid been made. And whenever, by the decree of the court having jurisdiction of the foreclosure proceedings, it has been adjudged, determined and found by the court what powers, privileges, rights, liberties, ease- ments and franchises were possessed and enjoyed by the former 232 INSURANCE LAWS. [1877, c. 311. CHAP. IX. An. 'v. corporation at the time of entering such decree and were therein ordered to be sold, the same shall be possessed and enjoyed by the new corporation to which they shall have been conveyed under and by virtue of the decree of foreclosure and sale, as pro- vided for in the act hereby amended. But no omission in such decree to set forth or define any of the rights, privileges or fran- chises of such former corporation shall in any way impair the rights of such purchasers and of such new corporation to possess and enjoy all that was possessed by the former corporation at the time of such sale. \As amended by Laws of 1880, cAap. 11 3. J ETidence. § S- A copy of any articles of association filed in pursuance of this act, and certified by the secretary of State and county clerk, with whom the same shall have been filed or their deputies, to be a true copy of such articles and of the whole thereof, shall be re- ceived in all courts and places as legal evidence of the incorpo- ration of the said body politic or corporate, so to be formed as aforesaid. li. 1877, Chap. 158 — An Act extending to corporations located in and organized under the laws of other States, certain rights and powers now possessed by similar corporations of this State. Passed April 17, 1377. May pur- SECTION I. It shall be lawful for any corporation, duly organ- mortgage ized under the laws of any State in which such corporation shall sale, etc. be located, to purchase under any foreclosure sale based upon any mortgage or mortgages owned by such corporation, or upon judg- ments or decrees obtained or rendered for debts due to it, or in any settlement effected to secure such debts, any of the lands lying within this State that may be covered by or subject to such mortgages, judgments, decrees or settlements, and also to hold for a term not exceeding five years from the date of such purchase, and to convey such lands by deed or otherwise, in the same manner as though such corporation had been organized under the laws of and located within this State. L. 1877, Chap. 311 — An Act in relation to corporations or joint-stock companies of other States, territories, or dominion of Canada. Passed May 22, 1877. ofco^o- Section i. Whenever by the laws of any other State or territory, §§ 1, 2.] GENERAL STATUTES. 233 or the dominion of Canada, a copy of the certificate of organiza- Art. v. tion or incorporation or any other certificate, certified or exempli- rate exist- fied by any officer or officers in such State or territory or dominion, foreign cor- is, or shall he prima facie evidence of the due formation, creation, ^""^^ ' existence, organization or capacity of any corporation or joint- stock company, created, organized or located in such State, terri- tory or dominion, or claiming so to be, such certificate or certifi- cates, duly exemplified, or a duly exemplified copy thereof, shall be received in all actions and proceedings in this State, in or be- fore all courts and officers, with the same force and effect in all respects asprima facie evidence as aforesaid, as in such other State, territory or dominion. L. 1878, Chap. 264 — An Act to authorize corporations organized under the la'vrs of this State to reduce their capital stock. Passed May 15, 1878. Section i. Any corporation or company organized under gen- May dimin- •11 r -i ' r^ 1 •• \ • t -^^^ capital eral or a special law of this State, and now existing, or which may stock, hereafter be organized under such general or special law, may diminish its capital stock, by complying with the provisions of this act, to any amount which may be deemed sufficient and proper for the purposes of the corporation. But nothing in this act shall be proviso as so construed as to relieve any holder or owner of stock in such act. corporation from any personal liability existing prior to such re- duction; provided that nothing in this act contained shall be con- strued to in any manner interfere with, or affect any law now in existence, authorizing any corporation heretofore organized to re- duce its capital stock. § 2. Whenever any company shall desire to call a meeting of the Notice of ,...,. ,. meeting to stockholders for the purpose of diminishing the amount ot its reduce capital stock, it shall be the duty of the trustees or directors to ° °° " publish a notice signed by at least a majority of them, in a news- paper in the county in which the business of the company is car- ried on, or its principal office is located, if any, shall be published therein, at least three successive weeks, and to deposit a written or printed copy thereof in the post-office, addressed to each stock- holder, at his usual place of residence, at least three weeks pre- vious to the day fixed upon, for holding such meeting, specifying the object of the meeting, the time and place when and where such 30 234 INSURANCE LAWS. [1880, c. 225. CHAP. IX. Art. V. Proceed- ing's to diminish capital SLOCl£. Certificate to be ac- knowl- edged and filed. meeting shall be held, and the amount to which it shall be pro- posed to diminish the capital; and a vote of at least two-thirds of all the shares of stock shall be necessary to a diminution of the amount of its capital stock. § 3. If at the time and place specified in the notice provided for in the preceding section of this act, the stockholders shall appear in person or by proxy, in numbers representing not less than two- thirds of all the shares of stock of the corporation, they shall i organize by choosing one of the trustees chairman of the meeting, and also a suitable person for secretary, and proceed to a vote of those present in person or by proxy; and if, in canvassing the votes, it shall be found that a sufficient number of votes has been given in favor of diminishing the amount of capital, a certificate of the proceedings showing a compliance with the provisions of this act, the amount of capital actually paid in, the whole amount of debts and liabilities of the company, and the amount to which the capital stock shall be diminished shall be made, signed and verified by the chairman, and such certificate shall be acknowledged by the chairman, and filed in the office of the clerk of the county in which the business of the company shall be carried on, and a duplicate thereof in the office of the secretary of State, with the approval of the comptroller indorsed thereon, to the effect that the reduced capital is sufficient for the proper purposes of the company, and is in excess of all debts and liabilities of the company, exclusive of debts secured by trust mortgages, and that the actual market value of the stock of the company prior to the reduction of the capital was less than the par value of the same, and when so filed, the capital stock of such corporation shall be reduced to the amount specified in such certificate, and the amount of capital left in the possession of the company over and above the amount to which the capital shall be so reduced shall be returned to the stockholders pro rata at such times and in such manner as the trustees or direct- ors shall determine. [As amended by Laws of 1882, chap. 306.] li. 1880, Chap. 225 — An Act to authorize the exchange of preferred stock for common stock of corporations. Passed May 8, 1880. to'exchin'"e SECTION I. Every corporation organized under the laws of this prefe-red State which has heretofore issued, or may hereafter issue, both lor com- ' .* ' ■ mon stock, preferred and common stock, forming part of the capital stock of § iJ GENERAL STATUTES. 235 such corporation, is hereby authorized, whenever the directors of ^^t^' v^' such corporation shall by a vote of two-thirds of their number de- clare it for the interest of the corporation so to do, and the holder of any such preferred stock may request, in writing, the exchange of the same for the common stock, to exchange the preferred stock of such holder for common stock, and to issue certificates of com- mon stock therefor, share for share, or upon such other valuation as may have been agreed upon in the scheme for organization of such company, or the issue of such preferred stock, provided how- ever, that the total amount of the capital stock of such company . shall not be increased thereby. L. 1881, Chap. 166 — An Act requiring supervisors to make and forward to the comptroller of this State lists of corporations, joint-stock companies and associa- tions. Passed April 30, 1881. Section i. The supervisors of each town, ward, city or district List of cor- . . , ' J J porations, in this State for which a supervisor is elected shall, on or before "<=., to be * _ forwarded the first day of May in each year, make an accurate list of every to comp- corporation, joint-stock company and association incorporated by this or any other State or country located or doing business in such town, ward, city or district for which such supervisor has been elected, and shall forthwith forward the same to the comp- troller of this State, verified by their oath' before some magistrate or person authorized to administer oaths, to the effect that such list is full and complete to the best of their knowledge, information and belief. § 2. The comptroller of this State shall, on or before the fif- porms. teenth day of April in each year, forward to the said supervisors suitable forms for making up the said lists so required to be sent to him. L. 1882, Chap. 290 — An Act in relation to sales and pur- chases of lands by corporations. Passed June 5, i88a. Section i. Aiw corporation which shall have sold and con- which may veyed any part of its real estate may, notwithstanding any restric- and'held tion in its charter, purchase, take and hold, from time to time, any ra'tions^"' 236 INSURANCE LAWS. [1862, 'SI- CHAP. IX. Art. V. lands adjacent to those already held by it, provided the supreme court shall authorize such purchase, taking and holding upon the application of such corporation, and on being satisfied that the value of all lands proposed to be s(j purchased shall not exceed that of lands sold and conveyed by the said corporation within the three years next preceding such application. No dissol- ution by death of sliare- liolder. Number of managers, Limitation of act. (Of Joint-Stock Associations.) li. 1854, Chap. 245 — An Act to amend, and in addition to the several acts relative to joint-stock associations. Passed April 15, 1854. Section i. Whenever in pursuance of its articles of association the property of any joint-stock association is represented by shares of stock, it may be lawful for said associations to provide by their articles of association that the death of any stockholder or the assignment of his stock shall not work a dissolution of the associa- tion, but it shall continue as before, nor shall such company be dissolved except by judgment of a court for fraud in its manage- ment or other good cause to such court shown, or in pursuance of its articles of association. § 2. Said association may also, by said, articles of association, provide that the shareholders may devolve upon any three or more of the partners the sole management of their business. § 3. This act shall in no court be construed to give said associa- tion any rights and privileges as corporations. L. 1862, Chap. 151 — An Act relative to the trial of of- fenses committed against joint-stock associations. Passed April 8, i86a. (Probably repealed by Code Criminal Procedure, § 273.) Contents of SECTION I. It shall not be necessary in an indictment against, indictment, ^ny person Or persons, for an offense committed against the rights or property of any joint-stock association organized under the statutes of this State, to set forth the names of the members of such association, nor to prove the same on the trial of such indict- ment, but it shall be sufficient to set forth in such indictment the name assumed and used by such association in its business and to prove the same on the trial accordingly. § I-] • GENERAL STATUTES. 237 CHAP. IX. li. 1867, Chap. 289— An Act to authorize joint-stock companies and associations to purchase, hold and con- vey real estate. Passed April 9, 1867. Section i. It shall be lawful for any joint-stock company or Purchase association to purchase, hold and convey real estate for the follow- estSe when ing purposes : allowed. 1. Such as shall be necessary for its immediate accommodation in the convenient transaction of its business ; or, 2. Such as shall be mortgaged to it in good faith, by way of security for loans made by or moneys due to such joint-stock company or association ; or, 3. Such as it shall purchase at sales under judgments, decrees or mortgages held by such joint-stock company or association. The said joint-stock company or association shall not purchase, Jiold or convey real estate, in any other case or for any other pur- pose ; and all conveyances of such real estate shall be made to the president of such joint-stock company or association, as such president, and who, and his successors, from time to time, may sell, assign and convey the same, free from any claim thereon against any of the shareholders, or any person claiming under them, or any or either of them. li. 1868, Chap. 290 — An Act in relation to joint-stock companies and associations. Passed April 22, 1868. Section i. Whenever the amount of capital stock issued bylhy when the joint-stock company or association shall be, at the par value be're^' "*'' thereof, in excess of the actual amount of capital called in by such ^^''^^■ company or association for the transaction of its business, it shall be lawful for the trustees, directors or managing board, of such joint-stock company or association, upon the consent in writing of three-fourths of the trustees, directors or managing board thereof, to reduce the capital stock thereof to such an amount as may be determined upon by such trustees, directors or managing board ; provided, that the amount of such capital stock shall not be reduced, at the par value thereof below the amount of capital stock which shall be called in by such joint-stock company or as- sociation ; and provided further that no such reduction of capital stock shall be made when the unexpended capital in the treasury of such joint-stock company or association shall not be equal to the 238 INSURANCE LAWS. [R.S.,P. 3,€.8,T 4,A. 2, CHAP IX. Art. '-vi." outstanding liabilities thereof ; it being the intention hereby to authorize any such company or association to reduce its capital stock to an amount not less, at its par value, than the capital called in by such company or asso^ation for the transaction of its business. Proviso. L. 1881, Chap. 699 — An act in relation to joint-stock companies and corporations having a capital of less than one hundred, thousand dollars. Passed July 4, 1881. May re- SECTION I. Any joint-stock company or corporation, with a cap- duce . . number of ital of less than one hundred thousand dollars, organized under a trustees- . , _ , , . . , . , special act of the legislature, having more than seven trustees, may reduce the number of its trustees to not less than seven, to be elected annually at the time appointed in its articles of incorpora- tion; provided that a majority of the stockholders of such joint- stock company or corporation shall so determine, at a meeting to be held at the usual place of meeting of the trustees of such joint- stock company or corporation, on thirty days' previous notice, in writing, to each stockholder of record; such notice shall be signed by not less than five stockholders, and shall be delivered in person or deposited in the post-office, directed to each stockholder at his last known address, and upon the election of trustees as herein provided, the term of office of the trustees in office at the time of such election shall cease and determine. (There are no insurance companies or corporations doing business in this State that this ■ctcan affect, as such companies or corpora h^ ''with a capital of less than $100,000,") actcan affect, as such companies or corporations cannot be organized or transact business ARTICLE VI.— PROCEEDINGS AGAINST CORPORATIONS IN EQUITY. 1828, E. S., Part III, Chap. VIII, Title IV, Article 2 —Of proceed- ings against corporations in equity. Sec 31-41 (Repealed.) 42. Receiver's general powers and duties. 43-57- (Repealed.) [4641 (Sections 31-41 were repealed by Laws of 1880, Chap. 245.) gen^er™'^ § 42- Such receiver shall possess all the power and authority §uUes? *"'' conferred, and be subject to all the obligations and duties imposed in article three of this title upon receivers appointed in case of the voluntary dissolution of a corporation. It shall be his duty to keep 42-] GENERAL STATUTES. 239 CHAP. IX. an account of all moneys received by him, and on the first days of Art. vi. January, April, July and October, in each and every year, to make and file a written statement, verified by his oath, that such state- ment is correct and true, showing the amount of money received by such receiver, his agents or attorneys, the amount he has a right to retain under the provisions of this title, and the items for which he claims to retain the same, and the distributive share due each person interested therein. He shall pay such distributive share to the person or persons entitled thereto, on demand, at any time after such statement. Such account, statement and all the books and papers of the corporation in the hands of such receiver shall, at all reasonable times, be open for the inspection of all persons having an interest therein. And in case of neglect or refusal to comply with either of the above requirements, or any duty im- posed upon him by this title, the supreme court, at either a general or special term,, shall, on the application of the party aggrieved, unless such neglect or refusal shall be satisfactorily explained to the court, forthwith remove such receiver and appoint some suita- ble person as receiver in his place. Such removal shall not viti- ate or annul any legal proceedings had by such receiver; but such proceedings shall be continued by such successor as if no removal had been made. Such receiver shall also be liable to pay to the party interested interest at the rate of ten per cent per annum on all moneys due to such party and retained by him more than one day after such demand made as aforesaid. [As amended by Laws of 1858, chap. 348, and saved by the repealing act of 1880, which de- clares the section " applicable to a permanent receiver appointed as pre- scribed in § 1788 of the Code of Civil Procedure." St&post, p. 260.] (Sections 43-57 were repealed by Laws of 1880, chap. 245,) [^€51 Mann v. Pentz, 2 Sandf. Ch. 257; Verplank v. The Mercantile Ins. Co., 2 Paige, 452 ; Attorney-General v. The Life and Fire Ins. Co., 4 id. 225 ; Matter of Bank of Niagara, 6 id. 217; Holbrook v. Receiver of Am- erican Fire Ins. Co., id. 227; Bank Commissioners v. Bank of Buffalo, id. 503; Halliday V. Noble, i Barb. 148; Devendorf v. Beardsley, 23 id. 656; Noble V. Halliday, I N. Y. 332 ; Matter of Harmony Fire and Marine Ins. Co., 45 id. 315. 24° INSURANCE LAWS. [1852, c. 71. CHAP. IX. Art. VI, Ii. 1862, Chap. 71 — An Act to facilitate the collection of debts against corporations. Passed March ig^ 1852. (Section i repealed by Laws of 1880, chap. 245.) Receiver § 2. In case the corporation in regard to which a receiver assessment has been or shall hereafter be appointed is or shall be a mutual iuinnoTes. insurance company, such receiver shall have full power, under the authority and sanction of the court appointing him, to make all such assessments on the premium notes belonging to such corpora- tion as may be necessary to pay the debts of such corporation, ashy the charter thereof the directors of such corporation have authority to make ; and the notice of such assessment may be given in the same manner as is provided in the charter of said company for asseSment ^^^ directors of said company to give ; and the said receiver shall to be given, jjave the like rights and remedies upon and in consequence of the non-payment of such assessments as are given to the corporation or the directors thereof by the charter of such corporation, Williams v. Babcock, 25 Barb. 113 ; Sands v. Sanders, 25 How. 88 ; 3. C. 26 N. Y. 239; Bangs v. Gray, 15 Barb. 266; Shaughnessy v. Rensselaer Ins. Co., 21 id. 608 ; Devendorf v. Beardsley, 23 id. 666 ; Hyatt v. McMahon, 25 id. 467 ; Thomas v. Whallon, 31 id. 175 ; Bangs v. Duckinfield, 18 N. Y, 597; Savage v. Medbury, 19 id. 36. Surrender § 3. Such receiver is authorized to receive a voluntary surren- der of all policies issued by such corporation, or to cancel the policies issued by such corporation, in all cases where, by the charter of such corporation, the directors thereof are authorized to receive the surrender of or cancel the policies issued by such corporation. Receiver to § 4. The court by which any such receiver may have been or acts of cor- shall be appointed, is authorized upon a proper action, instituted pora ion. ^^^ ^j^^^ purpose by such receiver, to examine by a reference or otherwise, as it may deem proper, into the proceedings and acts of such corporation ; and if it shall appear upon such examination, that the directors or officers of such corporation, or either or any of them, have in any manner misapplied, or improperly dis- posed of the funds, property or effects of such corporation, it shall be lawful for such court to decree that such directors or officers of such corporation, as shall have been guilty of such misapplication or improper disposition of such funds, i)roperty or effects, to pay the same to such receiver, and to enforce such decree by such process as may be necessary to accomplish that object. § I.] GENERAL STATUTES. 241 CHAP. IX. L. 1858, Chap. S14 — A.n Act to declare and extend the ^'*'-'^^- powers of' executors, assignees, receivers and other trustees, and to protect the rights of creditors and others against frauds, and for other purposes. Passed April 17, 1858, Section i. That any executor, administrator, receiver, assignee, Trustees or other trustee of an estate, or the property and effects of an peach as- .... . signment. insolvent estate, corporation, association, partnership or individual, may, for the benefit of creditors or others interested in the estate or property so held in trust, disaffirm, treat as void, and resist all acts done, transfers and agreements made, in fraud of the rights of any creditor, including themselyes and others, interested in any estate or property held by or of right belonging to any such trustee or estate. Levin v. Russell, 42 N. Y. 255. S 2. That every person who shall, in fraud of the rights of And have ,. , , , • , , • ■ . actions creditors and others, have received, taken, or in any manner inter- against , • , , rr r i , Offenders. fered With the estate, property or effects of any deceased person, or insolvent corporation, association, partnership or individual, . shall be liable in the proper action to the executors, administrators, receivers or other trustees of such estate or property for the same, or the value of any property or effects so received or taken, and for all damages caused by such acts to any such trust estate. (Section 3 repealed by Laws of 1880, chap, 245.) Britton v. Lorenz, 3 Daly, 26 ; Barclay v. The Quick-silver Mining Co., 6 Lans. 31 ; Levin v. Russell, 42 N. Y. 255 ; Fort Stanwix Bank v. Leggett, 51 id. 554- L. 18SO, Chap. 537— An Act in relation to receivers of insolvent corporations. Passed May 31, 1880. Section i. All receivers of insolvent corporations who are nowRg^eiTers required by law to make and file reports of their proceedings shall attorney- hereafter, at the time of making and filing such reports, serve a|,^['^^^*„'py. copy thereof upon the attorney-general of this State, and receivers °^p^^_ of such corporations as reported to, and were under the supervision of, the banking department prior to their appointment as such receivers, and who have not been discharged from their respective trusts, and all receivers of such corporations, that may hereafter be appointed, shall on the first day of January and July of each year, during the continuance of their respective trusts, file with the 31 242 INSURANCE LAWS. [1880, c. 537, CHAP. IX. Art. VI. Motion by attorney- general to compel making report, etc. Attorney- general may move for order removing receiver, etc. Notice, etc., must be served on attor- ney-gen- eral. superintendent of the banking department a report, verified by oath, in such form as the superintendent may prescribe, showing the condition of their respective trusts. \As amended by Laws of 1881, chap. 639.] , Attril V. Rockaway Beach Improvement Co., 25 Hun, 376, 509. § 2. In case any receiver of an insolvent corporation shall neg- lect to make and file a report of his proceedings for thirty days after the time he is now required by law to make and file such report, or shall neglect for the same length of time to serve a copy thereof on the attorney-general as required by the first section of this act, the attorney-general may make a motion in the supreme court for an order to compel the making and filing and serving a copy on him of such report, or for the removal of such receiver from his office. § 3. The attorney-general may, at any time he deems that the interests of the stockholders, creditors, policyholders, depositors of other beneficiaries interested in the proper and speedy distribution of the assets of any insolvent corporation will be subserved thereby, make a motion in the supreme court at a special term thereof, in any judicial district, for an order removing the receiver of any insolvent corporation and appointing a receiver thereof in his stead, or to compel him to account, or for such other or additional order or orders as to him may seem proper to facilitate the closing up of the affairs of such receivership, and any appeal from any order made upon any motion under this section shall be to the general term of said court of the department in which such motion is made. \As amended by Laws of 1882, chap. 331, § i.] § 4. A copy of all notices of motion and of all motion papers, and a copy of any other application to the court, together with a copy of the order or judgment to be proposed thereon to the court, in every action or proceeding now pending for the dissolution of a corporation or a distribution of its assets, or which shall hereafter / be commenced for such purpose, shall in all cases be served on the attorney-general, in the same manner as provided by law for the service of papers on attorneys who have appeared in actions, whether the applications but for this law would be ex parte or upon notice, and no order or judgment granted shall vary in any material respect from the relief specified in such copy, order or judgment, unless the attorney-general shall appear on the return day and have been heard in relation thereto; and any order or judgment granted in any action or proceeding aforesaid without such service of such papers upon the attorney-general, shall be void, and no receiver of §§ 66, 67.] GENERAL STATUTES. 243 , . , „ ,. , CHAP. IX. any such corporation shall pay to any person any money directed Art. tii. to be paid by any order or judgment made in any such action or proceeding, until the expiration of eight days after a certified copy of such order or judgment shall have been served as aforesaid upon the attorney-general. \^As amended by Laws of 1882, chap. 331, § 2.] The provisions of this act shall only apply to actions and special proceedings heretofore instituted by the attorney-general and to such as shall hereafter be instituted by him for the purposes aforesaid. \Lawso/zZZ^, ^^«/. 3311 § 3.] ARTICLE VII— VOLUNTARY DISSOLUTION OF CORPORATIONS. 1828, B. S.,Part III, Chap. Till, Title IT, Art. 3 — Of the vol- untary dissolution of corporations. Skc. s8-6s (Repealed.) 66. Who may be receivers; security to be given. 67 and 68 Rights, interest and authority ol receivers. 69. To prosecute stockholders for arrears on their stoclc. TiiATI 73. Notice to be given by receivers; its contents. L*"*! 71. Acts of corporation after presenting petition^ void. 72. Debtors to account to receivers; their powers to discover debts, etc 73. Power of receivers to refer controversies; proceedings.* 74. Duties of receivers; to call meetings of creditors, etc. 73. Subsisting contracts how cancelled. 76. Commissions to be allowed to receivers. 77. To retain moneys to cancel subsisting contracts. 78. Also to meet recovery in suits pending. 7g. Order of payment of debts. So. Second and final dividend when to be made, how notified. 81. Proceedings therein; to be final, except in certain cases. 82. Receivers not to be answerable for debts not exhibited. 83. Surplus to be distributed among stockholders. 84. Application of moneys retained to meet suit. 85. Power of court of cnancery over receivers. 86. When to render accounts on oath to court. 87. Notice of intent to render, when and how to be published. '88. Duty of master to whom' account is referred 89. Settlement of account by court, its effect; further accounts, etc. 90 and 91. (Repealed.) [Sections 58-65 were repealed by L. 1880, Ch. 245.] [Sections 66 to 89, both inclusive, were saved by the repealing act of 1880, which de- clared them applicable to a receiver appointed as prescribed in 8 2429 of the Code of . Civil Procedure, /oj/, p. 252.] § 66. Any of the directors, trustees or other officers of such Receivers, corporation, or any of its stockholders, may be appointed receivers, who, before entering upon the duties of their appointment, shall give such security to the people of this State, and in such penalty, Sec^nty. as the court shall direct, conditioned for the faithful discharge of the duties of their appointment, and for the due accounting for all moneys received by them. Matter of Bowery Bank, 16 How. 57. § 67. Such receivers shall be vested with all the estate, real and Their personal, of such corporation, from the time of their having filed "^^^^ the security hereinbefore required, and shall be trustees of such 244 INSURANCE LAWS. [R. S., P. 3, C. 8, T. 4.A. 3, CHAP. IX. Art. VII. Their authority. To prose- cute for arrears of stoclc. To ^ive notice of appoint- ment, etc. estate for the benefit of the creditors of such corporation and of its stockholders. Huxton V. Bishop, 3 Wend. 13 ; Halliday v. Noble, i Barb. 148 ; Deven- dorf V. Beardsley, 23 id. 656; Matter of John Berry, Receiver, etc., 26 id. 59; Jones V. Robinson, id. 311 ; Libby v. Rosekrans, 55 id. 202 ; Kimberly V. Stewart, 22 How. 281 ; Noble v. Halliday, i N. Y. 330 ; Whittlesey v. Delaney, 73 id. 571 . § 68. Such receivers shall have all the power and authority, con- ferred by law upon trustees to whom an assignment of the estate of insolvent debtors may be made, pursuant to the provisions of the fifth chapter of the second part of the Revised Statutes. Pardo V. Osgood, 5 Robt. 362 ; Berry v. Brett, 6 Bosw. 638 ; Bank Com- missioners V. Banlt of Buffalo, 6 Paige, 503 ; Hackley v. Draper, 4 T. & C. 622 ; Tracy v. Talmadge, i Abb. Pr. 460 ; Bangs v. Barto, 24 How. 487 ; Devendorf v. Beardsley, 23 Barb. 656 ; Matter of Van Allen, 37 id. 228 ; Libby v. Rosekrans, 55 id. 219; Noble v. Halliday, i N. Y. 332; Osgood v. DeGroot, 36 id. 350 ; People v. Security Life Ins. and Annuity Co., 78 id. 114 ; People, ex rel. Attorney-General, v. Security Life Ins. and Annuity Co., 79 id. 267 ; Matter, of Crosby v. Day, 81 id. 242. § 69. If there shall be any sum remaining due upon any share of stock subscribed in such corporation, the receivers shall im- mediately proceed and recover the same, unless the person so in- debted shall be wholly insolvent ; and for that purpose may file their bill in the court of chancery, or may commence and prose- cute an action at law, for the recovery of such sum, without the consent of any of the creditors of such corporation. Pentz V. Hawley, 1 Barb. Ch. 124 ; Berry v. Brett, 6 Bosw. 638 ; Halliday V. Noble, I Barb. 148 ; Mann v. Currie, 2 id. 298 ; Van Buren v. Chenango County Mutual Ins. Co., 12 id. 672 ; Shaughnessy v. Rensselaer Ins. Co., 21 id. 609 ; Devendorf v. Beardsley, 23 id. 656; Williams v. Babcock, 25 id. 109. § 70. The receivers, immediately on their appointment, shall give notice thereof, which shall contain the same matters required by law in notices of trustees of insolvent debtors ; and in addition thereto, shall require all persons holding any open or subsisting contract of such corporation, to present the same in writing and in detail to such receivers, at the time and place in such notice specified ; which shall be published for three weeks in the State paper, and in a newspaper printed in the county where the princi- pal place of conducting the business of such corporation shall have been situated. Pardo V. Osgood, 5 Robt. 362 ; Berry v. Brett, 6 Bosw. 638 ; Osgood v. DeGroot, 36 N. Y. 350. §§ 7I-74-] GENERAL STATUTES. 245 § 71. All sales, assignments, transfers, mortgages and convey- *S^^vi? ances of any part of the estate, real or personal including things SSesf "etc., in action, of every such corporation, made after the filing of the ™''^'' petition for a dissolution thereof, in payment of, or as a security for, any existing or prior debt, or for any other consideration, and all judgments confessed by stich corporation after that time, shall be absolutely void as against the receivers who may be appointed on such petition, and as against the creditors of such corporation. Pardo V. Osgood, 5 Robt. 36a ; Berry v. Brett, 6 Bosw. 638 ; Brouwer v. Harbeck, i Duer, 129 ; Matter of Waterbuiy, 8 Paige, 380 ; Matter of John Beriy, Receiver, etc., 26 Barb. 55 ; Sands v. Hill, 55 N. Y. 18. § 72. After the first publication of the notice of the appoint- Debtors to' ^ r ■ 1 • • .• account to ment of receivers, every person having possession of any property receivers, belonging to such corporation, and every person indebted to such corporation, shall account and answer for the amount of such debt and for the value of such property to the said receivers ; and all the provisions of law, in respect to trustees of insolvent debtors, receivers, the collection and preservation of the property of such debtors, the concealment and discovery thereof, and the means of enforcing such discovery, shall be applicable to the receivers so appointed, and to the property of such corporation. Halliday v. Noble, i Barb. 148 ; Berry v. Brett, 6 Bosw. 638 ; Attorney General v. The Life and Fire Ins. Co., 4 Paige, 224 ; Holbrook v. Receivers of American Fire Ins. Co., 6 id. 226 ; Noble v. Halliday, i N. Y. 332 ; Osgood V. DeGroot, 36 id. 350. 8 7^. Such receivers shall have the same power to settle any Referring 010 r _ ^ controver- controversy that shall arise between them and any debtors orsies. creditors of such corporation, by a reference, as is given by law to j. , trustees of insolvent debtors ; and the same proceedings for that purpose shall be had, and with the like effect ; and appUcation for the appointment of referees may be made to any officer authorized to appoint such referees on the application of trustees of insolvent debtors, who shall proceed therein in the same manner ; and the referees- shall proceed in like manner, and file their report with the like effect in all respects. Berry v. Brett, 6 Bosw. 638 ; Bangs v. Barto, 24 How. 487 ; Hobby v. Dana, 17 Barb, in ; Matter of Empire City Bank. 18 N. Y. 213 ; Austin v. Rawdon, 42 id. 155 ; Matter of Crosby v. Day,;8i id. 242 ; Matter of Austin, 44 Barb. 434. 5 74. The receivers shall be subject to all the duties and obli- Meetings ot o '" . 1 J T_i r creditors to gations by law imposed on trustees of insolvent debtors, so tar as be called they may be applicable, except where other priaivisions shall be " 246 INSURANCE LAWS . [R. S., P. 3, C. 8,T. 4, A. 3, Subsisting contracts. CHAP. IX. Art. Til. herein made. They shall call a general meeting of the creditors of such corporation, within four months from the time of their appointment, when all accounts and demands for and against such corporation, and all its open and subsisting contracts, shall be ascertained and adjusted as far as tnay be, and the amount of moneys in the hands of the receivers declared. Beriy V. Brett, 6 Bosw. 638; Pardo v. Osgood, 5 Robt. 362; Matter of Van Allen, 37 Barb. 228 ; Osgood v. DeGroot, 36 N. Y. 350. § 75. If there shall be any open and subsisting engagements or contracts of such corporation, which are in the nature of insur- ances or contingent engagements of any kind, the receivers may, with the consent of the party holding such engagement, cancel and discharge the same, by refunding to such party the premium or consideration paid thereon by such corporation, or so much thereof as shall be in the same proportion to the time which shall remain of any risk assumed by such engagement, as the whole premium bore to the whole term of such risk ; and upon such amount being paid by such receivers to the person holding or being the legal owner of such engagement, it shall be deemed canceled and discharged as against such receivers. Matter of Croton Ins. Co., 3 Barb. Ch. 642 ;*LeRoy v. Globe Ins. Co. 2 Edw. Ch. 673 ; People v. Security Life Ins. Co., 78 N. Y. 114 ; People, ex rel. Attorney-General, v. Security Life Ins. Co., 79 id. 267, § 76. Such receivers shall, in addition to their actual disburse- ments, be entitled to such commissions as the court shall allow, not Exceeding the sum allowed by law to executors or administrators. Matter of Bank of Niagara, 6 Paige, 217; Van Buren v. Chenango County Mutual Ins. Co., 12 Barb. 672. § 77. The receivers shall retain out of the moneys in their hands a sufficient amount tp pay the sums which they are hereinbefore , authorized to pay for the purpose of canceling and discharging any open or subsisting engagements. § 78. If any suit be pending against the corporation, or against the receivers, for any demand, the receivers may retain the propor- tion which would belong to such demand if established, and the necessary costs and proceedings, in their hands, to be applied according to the event of such suit, or to be distributed in a second or other dividend. (Laws of 1821, J41, § 3.)' I 79. The receivers shall distribute the residue of the moneys SeStsf ° ° in their hands among all those who shall have exhibited their claims as creditors, and whose debts shall have been ascertained as follows : Receivers' commis- sions. To retain certain moneys. Id., to meet suits. Order of 247 §§ 8o-82.] GENERAL STATUTES. I. All debts entitled to a preference under the laws of the United Trt^vu; States. r^wi-i 2. Judgments actually obtained against such corporation to the extent of the value of the real, estate on which they shall respect- ively be liens. 3. All other creditors of such corporation, in proportion to their respective demands, without giving any preference to debts due on specialties. Matter of. Eagle Iron Works, 3 Edm. Ch. 385; Matter of Waterburjr, 8 Paige, 380; Matter of John Berry, Receiver, etc., 26 Barb. 55; 3 Abb. Ct. App. Dec. 242. § 80. If the whole of the estate of such corporation be not dis- Second and tributed on the first dividend the receiver shall, within one year dmd.'"''' thereafter, and within sixteen months after their appointment, make a second dividend of all the moneys in their hands among the creditors entitled thereto; of which, and that the same will be a final dividend, three weeks' notice shall be inserted once in each week, in the State paper, and in a newspaper printed in the county where the principal place of business of such corporation was sit- uated. (Laws o( 1821, 141, § 3.) § 81. Such second dividend shall be made in all respects in the Proceed- same manner as herein prescribed in relation to the first dividend, Slrein. and no other shall be made thereafter among the creditors of such corporation, except to the creditors having suits against it, or against the receivers pending at the time of such second dividend, and except of the moneys which may be retained to pay such cred- itors, as herein provided; but every creditor who shall have neg- lected to exhibit his demand before the first dividend, and who shall deliver his account to the receivers before such second divi- dend, shall receive the sum he would have been entitled to on the first dividend, before any distribution be made to the other creditors. (Id.) Matter of the Harmony Fire and Marine Ins. Co., 45 N. Y. 315, § 82. After such second dividend shall have been made, the re- Debts not ° . , . exhibited. ceivers shall not be answerable to any creditor of such corporation, or to any person having claims against such corporation, by virtue of any open or subsisting engagement, unless the demands of such creditor shall have been exhibited, and the engagements upon which such claims are founded shall have been presented to the 248 CHAP. IX. Art. VII. Surplus to stock- holders. Money retained. [472] Control of receivers, etc. Account by them. Previous notice thereof. Master's duty. Settlement of account : Its effect. INSURANCE ];.AWS. [R.S.,P. 3,C.8,T.4,A.3, said receivers in detail, and in writing, before or at the time speci- fied by them in their notice of a second dividend. (L. 1821, 141, § 4.) § 83. If, after the second dividend is rnade, there shall remain any surplus in the hands of the receivers, they shall distribute the same among the stockholders of such corporation, in proportion to the respective amounts paid in by them, severally, on their, share^ of stock. Bank Commissioners v. Bank of Buffalo, 6 Paige, 503 ; Harmony Fire and Marine Ins. Co., 45 N. Y. 315. § 84. When any suit pending at the time of the second dividend shall be terminated, they shall apply the moneys retained in their hands for that purpose, to the payment of the amount recovered, and their necessary charges and expenses; and if nothing shall have been recovered they shall distribute such moneys, after de- ducting their expenses and costs among the creditors and stock- holders of the corporation, in the same manner as herein directed in respect to a second dividend. § 85. The receivers shall be subject to the control of the court of chancery, and may be compelled to, account at any time ; they may be removed by the court, and any vacancy created by such removal, by death or otherwise, may be supplied by the court. Holbrook v. Receivers of American Fire Ins. Co., 6 Paige, 226. § 86. Within the three months after the time herein prescribed for making a second dividend, the receivers shall render a full and accurate account of all their proceedings to the court of chancery, on oath, which shall be referred to a master to examine and report thereon. §87. Previous to rendering such account, the receivers shall insert a notice of their intention to present the same, once in each week, for three weeks, in the State paper, and in a newspaper of the county in which notices of dividend^ are herein required to be inserted, specifying the time and place at which such account will be rendered. § 88. The master to whom such account shall be referred, shall hear and examine the proofs, vouchers and documents offered for or against such account, and shall report thereon fully to the court. § 89, Upon the coming in of such report the court shall hear the allegations of all concerned therein, and shall allow or disallow such account, and decree the same to be final and conclusive upon all the creditors of such corporation, upon all persons who have claims §§ 2419, 242P.] GENERAL STATUTES. 249 against it, upon any open or subsisting engagement,, and upon all a?^ ''Vu'' the stockholders gf such corporation. Such receivers shall also Further account from time to time in the same manner, and with the like be effect, for all moneys which shall come to their hands after the rendering of such account, and for all moneys which shall have been retained by them for any of the purposes herein before speci- jied> and shall pay into cgurt all unclaimed dividends. (Sections 90 and 91 were repealed by Laws of 1880, chaj). 843.) accounts to ren- dered. 1880, Code of Civil Procedure, Part II, Ch. XTII, Title XI- Proceedings for the voluntary dissolution of a corporation. Sec. 2419. When a majority, of direptorg, etc., may petition for dissolution. 2420. Id. ; when they are equally divided. 2421. Contents of petition . 2422. Affidavit to be annexed. 2423. Presentation of, petition, etc. Order to show cause. 2424. Order to be published. 2425. Id.; to be. served on creditors aud stocldtiolders. 2426. Hearing. 2427. Id. ; orig[inal papers may be. used. 2428. Application for final order. 2429. Fmal order, 2430. Certain sales, etc., void. 2431. Certain- corporations excepted from this title. § 2419. If a majority of the directors, trustees, or other officers, when a having the management of the concerns of a corporation, created "irectore,"^ by or under the laws of the State discover that the stock, effects, peution^'for and other property thereof are not sufficient to pay all just demands, <''^^°'"'""'- for which it is liable, or to afford a reasonable security to those who may deal with it ; or if, for any reason, they deem it bene- ficial to the interests of the stockholders, that the corporation should be dissolved ; they may present a petition, to the supreme court, or to a superior city court of the city where the principal office of the, corporation is located, praying for a final order dis- solving the corporation, as prescribed in this title. § 2420. If a corporation, created under a general statute of the id.; when ... . , 1 , they are State for the formation of ■ corporations, has an even number of eguaiiy trustees or directors, who are equally divided, respecting the man- agement of its affairs, and the entire stock of the corporation is, at that time, owned by the trustees, or directors, or is so divided, that one-half thereof is owned or controlled by persons favoring the course of one-half of the trustees or directors, and one-half by persons favoring the course of the other half of them, the trustees or directors, or one or more of them, may present a petition as pre- scribed in the last section. But this section does not apply to a sav- 250 INSURANCE LAWS. [Code Civ. P., CHAP. IX. Art. VII. Contents of petition. Affidavit to be annexed Presenta- tion of petition, etc. Order to show cause. ings bank, a trust company, a safe deposit company, or a corporation formed to rent safes in burglar and fire-proofs vaults, or for the con- struction or operation of a railroad, or for aiding in the construction thereof, or for the carrying on the business of banking or insurance or intended to derive a profit from the loan or use of money. § 2421. The petition must show that the case is one of those specified in the last two sections, and must state the reasons, which induce the petitioner or petitioners to desire the dissolution of the corporation. A schedule must be annexed to the petition, con- taining the following matters, as, far as the petitioner or petitioners know, or have the means of knowing the same : 1. A full and true account of all the creditors of the corpora- tion, and of all unsatisfied engagements, entered into by, and sub- sisting against, the corporation. 2. A statement of the name and place of residence of each creditor, and of each person with whom such an engagement was made, and to whom it is to be preformed, if known ; or, if either is not known, a statement of that fact. 3. A statement of the sum owing to each. creditor, or other per- son specified in the last subdivision, and the nature of each debt, demand, or other engagement. 4. A statement of the true cause and consideration of the in- debtedness to each creditor. 5. A full, just, and true inventory of all the property of the cor- poration, and of all the books, vouchers and securities, relating thereto. 6. A statement of each incumbrance upon the property of the corporation, by judgment, mortgage, pledge or otherwise. 7. A full, just and true account of the capital stock of the cor- poration, specifying the name of each stockholder ; his residence, if it is known, or if it is not known, stating the fact; the number of shares belonging to him; the amount paid in upon his shares, and the amount still due thereupon. § 2422. An affidavit made by each of the petitioners to the effect that the matters of fact, stated in the petition and the schedule, are just and true so far as the affiant knows, or has the means of knowing the same, must be annexed to the petition and schedule. § 2423. Where the petition is addressed to the supreme court the papers must be presented at a term of that court, held within the judicial district embracing the county wherein the princi- pal office of the corporation is located. In a case specified in sec- §§ 2424-2427.] GENERAL STATUTES. 251 tion 2420 of this act, the court may, in its discretion, entertain Art. Vii.' or dismiss the application. Where it entertains the appHcation, or where the case is one of those specified in section 2419 of this act, the court must make an order requiring all persons interested in the corporation to show cause before it, or before a referee desig- nated in the order, at a time and place therein specified, not less than three months after the granting of the order, why the corpo- ration should not be dissolved. The order must be entered, and the papers must be filed, within ten days after the order is made, with the clerk of the court, or, in the supreme court, with the clerk of the county where the principal ofiice of the corporation is lo- cated. § 2424. A copy of the order must be published, as prescribed order to be therein, at least once in each of the three weeks immediately pre- *"" '^ ^^' ceding the time fixed therein for showing cause, in the news- paper printed at Albany in which legal notices are required to be published; and also in one or more newspapers, specified in the order, published in the city or county wherein the order is entered. § 2425. A copy of the order must also be served upon each of j^ . ^^ |,g the persons specified in the schedule as a creditor or stockholder ^°^^?^^j°° of the corporation, or as a person to whom an engagement of the *°J'^^J^°^'=''- corporation is to be performed, other than a person whose resi- dence is stated to be unknown, or to be without the United States. The service must be made either personally at least twenty days before the time appointed for the hearing or by depositing a copy of the order at least forty days before the time so appointed, in the post-office, inclosed in a postpaid wrapper, addressed to the person to be served, at his residence, as stated in the schedule. § 2426. At the time and place specified in the order, or at the Hearing. time and place to which the hearing is adjourned, the court, or the referee, must hear the allegations and proofs of the parties, and de- termine the facts. If a referee was not designated in the order to show cause, the court may, in its discretion, appoint a referee when or after the order is returnable. The decision of the court, or the report of the referee must be in writing, and must be made and filed with all convenient speed. It must contain a statement of the effects, credits and other property, and of the debts and other engagements of the corporation, and of all other matters pertain- ing to its affairs. § 2427. The court or the referee is entitled to use, upon the id. ; origi- ° ^ I nal papers hearing, the original petition, and the schedules annexed thereto; maj be 252 INSXTRANCE LAWS. [Code Civ. P., CHAP. LX. Art. VII. Application for final order. Final order. Certain sales, etc., void. Certain cor- porations excepted from this title. and the clerk must transmit them accordingly, upon the written order of the judge, or of the referee; In that case, they must be returned with the decision or report, §^ 2428. Where the hearing is before a referee, a motion for a final order must be made to the court, upon notice to each person who has made himself a party to the proceeding, by filing with the clerk, before the close of the hearing, a notice of his appear- ance, in person or by attorney, specifying a post-office within the State, where such a notice may be served. The notice may be served as prescribed in this act, for the service of a paper upon an attorney in an action. Where the hearing was before the court, a motion for a final order may be made immediately, or at such a time and upon such a notice, as the court prescribes. § 2429. Upon an application for a final order, if it appears to the court, in a case specified in section 2419 of this act, that the corporation is insolvent, or in a case specified either in that sec- tion or in section 2420 of this act, that, for any reason, a dissolution of the corporation will be beneficial to the inter- ests of the stockholders, and not injurious to the public . inter- ests, the court must make a final order, dissolving the corporation, and appointing one or more receivers of its property. Upon the entry of the order, the corporation is dissolved. The court may, in its discretion, appoint a director, trustee, or other officer or a,' stockholder of the corporation, a receiver of its property^ (See R. S., Part 111, Chap. VIII, Title IV, Art. 3, 89 66-89, «»<'. PP. 243-249.) § 2430. A sale, assignment, mortgage, conveyance, or other transfer, of any property of a corporation, made after the filing of a petition as prescribed in this title, in payment of, or as security' for, an existing or prior debt, or for any other consideration ; or a judgment thereafter rendered against the corporation by confes- sion, or upon the acceptance of an offer, is absolutely void, as against the receiver appointed in the special proceeding, and as against the creditors of the corporation. § 2431. This title does not apply to an incorporated library society, to a religious corporation, or to a select school or academy, incorporated by the regents of the university or by the legislature, or to a municipal or other political corporation. i43iJ GENERAL STATUTES. 253 CHAP. IX. ARTICLE VIII — SERVICE OF PROCESS ON CORPORATIONS. ^^'- ^^• 1877, Code of Ciril Procedure, Part I, Chap. V, Title I, Art. 1. Section 431. Personal service of the summons upon a defend- Howper- ant, being a domestic corporation, must be made by delivering a v°°lif"' copy thereof, within the State, as follows ; maT°°^ 1. If the action is against the mayor, aldermen and commonalty Someftio of the city of New York, to the mayor, comptroller, or counsel to rlt&V. the corporation. 2. If the action is against any other city, to the mayor, treasurer, counsel, attorney, or clerk ; or, if the city lacks either of those officers, to the officer performing corresponding functions, under another name. 3. In any other case, to the president or other head of the cor- poration, the secretary or clerk to the corporation, the cashier, the treasurer, or a director or managing agent. Hetzel V. Tannehill S. M. Co., 4 Abb. N, C. 40 ; New York Milk Pan Co. V. Remington Works, 25 Hun, 479. § 432. [Amended 1877, cf^ap. 416.] Personal service of the sum-id.jupon a mons upon a defendant, being a foreign corporation, must be made p°ora§Sn.°'^ by delivering a copy thereof, within the State, as follows : 1. To the president, treasurer, or secretary ; or, if the corpora- tion lacks either of those officers, to the officer performing corre- sponding functions, under another name. 2. To a person designated for the purpose by a writing, under the seal of the corporation, and the signature of its president, vice- president, or other acting head, accompanied with the written consent of the person designated, and filed in the office of the secretary of State. The designation must specify a place, within the State, as the office or residence of the person designated ; and if it is within a city, the street, and street number, if any, or other suitable designation of the particular locality. It remains in force, until the filing in the same office of a written revocation thereof, or of the consent executed in like manner ; but the person desig- nated may, from time to time, change the place specified as his office or residence, of some other place within the State, by a writing, executed by him, and filed in Uke manner. The secretary of State may require the execution of any instrument, specified in this section, to be authenticated as he deems proper, and he may refuse to file it without such an authentication. An exemplified copy of a designation so filed, accompanied with a certificate that 254 INSURANCE LAWS. [Code Civ. P., CHAP. IX. Art. vni. jj. jjg^g jjQt- ijgen revoked, is presumptive evidence of the execution thereof, and conclusive evidence of the authority of the officer executing it. 3. If such a designation is not in force, or if neither the person designated, nor an officer specified in subdivision first of this section can be found with due diligence, and the corporation has property within the State, or the cause of action arose therein; to the cashier, a director, or a managing agent of the corporation, within the State. (Laws of i8ss, chap. 279.) Hiller v, Burlington and Missouri River Railroad Co., 70 N. Y. 223 ; At- lantic and Pacific Telegraph Co. v. Baltimore and Ohio Railroad Co., 46 N. Y. Supr. (J. & S.) 406, 419 ; S. C, 87 N. Y. 358 ; Pope v. Terre Haute Car and Manufacturing Co., 60 How. 420; S. C, 24 Hun, 239; S. C.,87 N. Y. 137; Sterret v. Denver and Rio Grande Railroad Co., 17 Hun, 317; Red- dington v. Mariposa Land and Mining Co., ig id. 406. Service of 8 433. The provisions of this article, relating to the mode of process, . . . . . etc., to service of a summons, apply likewise to the service of any process commence , , , ., ,.. ,. a special or Other paper, whereby a special proceeding is commenced in a proceed- • , r ing. court, or before an officer, except a proceeding to punish for con- tempt, and except where special provision for the service thereof is otherwise made by law. Beferences to other Provisions of the Code of Civil Procedure on the subject. § 438. Subd. I. Order may be made directing service of summons upon a foreign corporation, without the State or by publication. Subd. 2. Also in like manner upon a domestic corporation in cer- tain cases. Smith V. Mahon, 27 Hun, 40. § 610. Service of an injunction order upon a corporation may he made in the manner prescribed for making personal service of a sum- mons upon a corporation. Copies of the papers upon which the order was granted must be delivered hvith the copy of the order. § 2071. Service of an alternative writ of mandamus upon a cor- poration may be made upon any officer thereof upon whom a summons may be served. § 2526. Service of a citation issued by a surrogate's court may be made, upon a corporation, in the manner prescribed for personal ser- vice of a summons upon a corporation. i77S-'777-] GENERAL STATUTES. 25s CHAP. IX. § 2879. ^n actions in justice's courts the summons may be personally ^^^ii. served upon a corporation by delivering a copy thereof to an officer or person, to whom a copy of a summons in an action against the corpo- ration in the supreme court, might be delivered, as prescribed in sec tions 431 and 432 of this act; or to any director or trustee of the cor- poration, by whatever official title he is called. ARTICLE IX —ACTIONS RELATING TO A CORPORATION. X880, Code of Civil Procedure, Part II, Cliap. XT, Title II— Ac- tions relating to a corporation. Art. I. Action by a corporation, and action against a corporation, to recover damages or property. 2. Judicial supervision of a corporation, and of the ofiicers and members thereof. 3. Actions to procure the dissolution of a corporation, and actions to enforce the individual liability of the officers or members of a corporation, with or without a disso- lution thereof. 4. Action by the people to annul a corporation. 5. Provisions applicable to two or more of the actions speci- fied in this title. (Art. I.) — Action by a Corporation, and Action against a Corpora- tion, TO Recover Damages or Property. Sec. 1775. Complaint in actions by or against corporations. 1776. When proof of corporate existence unnecessary. 1777. Misnomer, when waived. 1778. Action against a corporation upon a note, etc. 1779. When foreign corporation may sue. 1780. When foreign corporation may be sued. § 1775. In an action brought by or against a corporation, the complaint complaint must aver that the plaintiiT, or the defendant, as the case b"y 0"'°°^ may be, is a corporation; must state whether it is a domestic cor-jfrporl. poration or a foreign corporation; and if the latter, the State, ''°''^' country or government by or under whose laws it was created. But the plaintiff need not set forth, or specially refer to, any act or proceeding by or under which the corporation was created. Irving National Bank v. Corbett, 10 Abb. N. C. 85. § 1776. In an action brought by or against a corporation, the when plaintiff need not prove, upon the trial, the existence of the corpo- ?OTponite ration, unless the answer is verified, and contains an affirmative Snneces- allegation that the plaintiff or the defendant, as the case may be, '"''" is not a corporation. § 1777. In an action or special proceeding brought by or against Misnon,„, a corporation, the defendant is deemed to have waived any mis- ^^Wed. 256 INSURANCE LA#S. [Code Civ. P., CHAP. IX. , . , . , ^ 1 ,1 ■ Art. IX. take in the statement of the corporate name, unless the misnomer is pleaded in the answer or other pleading in the defendant's behalf. Action 8 1778. In an action against a foreign or domestic corporation: against a ^ ' ' . ' corpoiation to recover damages for the noti-payment or a promissory notes or upon a ,r,ii /- note, etc. other evidence of debt, for the absolute payment of money, upon demand, or at a particular time, an order, extending the time to answer or demur, shall not be granted, except by the court, upon notice to the plaintiff's attorney. In such an action, unless the defendant serves, with a copy of his answer or demurrer, a copy of an order of a judge, directing that the issues presented by the pleadings be tried, the plaintiff may take judgment, as in case of default in pleading, at the expiration of twenty days after service of a copy of the complaint, either personally with the summons, or upon the defendant's attorney, pursuant to his demand therefor; or, if the service of the summons was otherwise than personal, at the expiration of twenty days after the service is complete. McKee v. Metropolitan Life Ins. -Co., 25 Hun, 583 ; New York Life Ins. Co. V. Universal Life Ins. Co., 88 N. Y. 424. wiien I 1779. An action may be maintained by a foreign corporation, corporation Jn like manner, and subject to the same regulations, as where the may sue. , action is brought by a domestic corporation, except as otherwise specially prescribed by law. But a foreign corporation cannot maintain an action, founded upon an act, or upon a liability or obligation, express or implied, arising out of, or made and entered into in consideration of, an act, which the laws of the State forbid a corporation or association of individuals to do, without express authority of law. This section does not affect the validity of a meeting of the stockholders or directors of a foreign corporation) held within the State, where such a meeting is authorized by the laws of the State, country, or government, by or under which the corporation is created ; or of an act, done at such a riieeting, which is not in conflict with the same laws, or the laws of the State. Wiien § 1780. An action against a foreign corporation may be main- corporation tained by a resident of the State, or by a domestic corporation, Toed. ° for any cause of action. An action against a foreign corporation may be maintained by another foreign corporation, or by a non- resident, in one of the following cases only ; I. Where the action is brought to recover damages for the breach of a contract, made within the State, or relating to prop- erty situated within the State, at the time of the making thereof. § 1781.] GENERAL STATUTES. 257 2. Where it is brought to recover real property situated within Anfixf" the State, or a chattel, which is replevied within the State. 3. Where the cause of action arose within the State, except where the object of the action is to affect the title to real property situated without the State. ^ Pope V. Terre Haute Car and Manufacturing Co., 60 How. 420; S. C, 24 Hun, 239; S. C, 87 N. Y. 137 ; Erwin v. Oregon Railway and Naviga- , tion Co., 62 How. 491 ; Seignouret v. Southern Bank of New Orleans, 3 Law Bull. 59. (Art. 2.) Judicial Supervision of a Corporation, and of the Offi- cers AND Members thereof. Sac. X781. Action against directors, etc., of a corporation, for misconduct. 178Z. By whom action to be brought. X783. This article, how construed. Section 1781. An action may be maintained against one or more Action trustees, directors, managers, or other officers of a corporation, to dfrectors, procure a judgment for the following purposes, or so much thereof ^o'i^rafion as the case requires : condul't. 1. Compelling the defendants to account for their official con- duct, in the management and disposition of the funds and property, committed to their charge. 2. Compelling them to pay to the corporation, which they repre- sent, or to i-ts creditors, any money, and the value of any property, which they have acquired to themselves, or transferred to others, or lost, or wasted, by a violation of their duties. 3. Suspending a defendant from exercising his office, where it appears that he has abused his trust. 4. Removing a defendant from his office, upon proof or convic- tion of misconduct, and directing a new election to be held by the body or board, duly authorized to hold the same, in order to sup- ply the vacancy created by the removal ; or, where there is no such body or board, or where all the members thereof are removed, directing the removal to be reported to the governor, who may, with the advice and consent of the senate, fill the vacancies, 5. Setting aside an alienation of property, made by one or more trustees, directors, managers or other officers of a corporation, contrary to a provision of law, or for a purpose foreign to the law- ful business and objects of the corporation, where the alienee knew the purpose of the alienation. 33 2S8 INSURANCE LAWS. [Code Civ. P., Art. IX. 6. Restraining and preventing such an alienation, where it is threatened, or where there is good reason to apprehend that it will be made. People V. Bruff, 60 How. 3 ; S. C, 9 Aj)b. N. C. 155. By whom § 1782. An action may be brought, as prescribed in the last ?obe" section, by the attorney-general in behalf of the people of the brought, g^^^^ _ ^^^ except where the action is brought for the purpose specified in subdivision third or fourth of that section, by a credi- tor of the corporation, or by a trustee, director, manager, or other officer of the corporation, having a general superintendence of its concerns. People V. Bruff, 60 How. 3. 7 : S. C, 9 Abb. N. C. 155. "^^'K ^ § 178^. This article does not divest or impair any visitatorial article, how 010 ... construed, power over a corporation, which is vested by statute in a corpo- rate body, or public officer. (Art. 3.) Actions to procure the dissolution of a Corporation, and Actions to enforce the individual liability op the Officers or Members or a Corporation, with or without a dissolution thereof. Sec. 1784. Action by judgment creditor for sequestration, etc. X785. Action to dissolve a corporation, 1786. Id.; by whom to be brought. 1787. Temporary injunction. 1788. Receiver may be appointed. Permanent and temporary receiver. Powers, etc.. of temporary receiver, 1789. Additicmal powers and duties may be conferred upon temporary receiver. 1790. Malcing stoclcholders, etc., parties. 1791. When separate action maj be brought against them. 1792. Proceedings in either action. 1793. Judgment; property of corporation to be distributed Z794. Id.; stocic subscriptions to be recovered, 1795, Id.; as to liabilities of directors and stockholders. 1796. Effect of this article limited. Action by S 1 784. Where final judgment for a sum of money has been judgment °'T. ". ,, ,,, creditor for rendered against a corporation created by or under the laws tion, etc. of the State, and an execution issued thereupon to the sheriff of the county, where the corporation transacts its general business, or where its principal office is located, has been returned wholly or partly unsatisfied', the judgment creditor may maintain an action to procure a judgment, sequestrating the property of the corpora- tion, and providing for a distribution thereof, as prescribed in section 1793 of this act. Attorney-General v. Guardian Mutual Life Ins. Co., 77 N. Y. 272. di83oive°a § 1785- In either of the following cases, an action to procure a corpora- judgment, dissolving a corporation, created by or under the laws §§ 1786, 1787.1 GENERAL STATUTES. 259 of the State, and forfeiting its corporate rights, privileges, and "^t^'ix.^" franchises, may be maintained, as prescribed in the next section : 1. Where the corporation has remained insolvent for at least one year. 2. Where it has neglected or refused, for at least one year, to pay and discharge its notes or other evidences of debt . 3. Where it has suspended its ordinary and lawful business for at least one year. 4. If it has banking powers, or power to make loans on pledges or deposits, or to make insurances, where it becomes insolvent or unable to pay its debts, or has violated any provision of the act, by or under which it was incorporated, or of any other act binding upon it. Webster v. Turner, 12 Hun, 264 ; People v. Albany, etc.. Railroad Co., 15 id. 126. § 1786. {Amended 1880, chap. 301.] An action, specified in the id-; by last section, may be maintained by the attorney-general, in the to be name and in behalf of the people, and whenever a creditor or stockholder of any corporation submits to the attorney -general a written statement of facts, verified by oath, showing grounds for an action under the provisions of the last section, and the attorney- general omits for sixty days after this submission, to commence an action specified in the last section, then, and not otherwise, such creditor or stockholder may apply to the proper court for leave to commence such an action, and on obtaining leave may maintain the same accordingly. § 1787. In an action brought as prescribed in this article, the Temporary court may, upon proof of the facts authorizing the action to be '"J""':"'"'- maintained, grant an injunction order, restraining the corporation, and its trustees," directors, managers, and other officers, from col- lecting or receiving any debt or demand, and from paying out, or in ^ny way transferring or delivering, to any person, any money, property, or effects of the corporation, during the pendency of the action ; except by express permission of the court. Where the action is brought to procure the dissolution of the corporation, the injunction may also restrain the corporation, and its trustees, directors, managers and other officers, from exercising any of its corporate rights, privileges, or franchises, during the pendency of the action ; except by express permission of the court. The pro- visions of title second of chapter .seventh of this act, relating to the granting, vacating, or mojdifying of an injunction order, apply 26o INSURANCE LAWS. [Code Civ. P. Art. ix. to an injunction order, granted as prescribed in this section ; except that it can be granted only by the court. Receiver § 1788. [Amended 1882, £AaJ>. 399.] In such an action, the mpointed. court may also, at any stage thereof, af^oint one or more receivers andten^^ of the property of the corporation. A receiver, so appointed ^iVer. before a final judgment, is a temporary receiver, until final judg- ^,^ ment is entered. A temporary receiver has power to collect and i^§?^ receive the debts, demands, and other property of the corpora- tion; to preserve the property and the proceeds of the debts and demands collected ; to sell, or otherwise dispose of, the property, as directed by the court ; to collect, receive, and preserve the proceeds thereof ; and to maintain any action or special proceed- ing, for either of those purposes. He must qualify as prescribed by law, for the qualification of a permanent receiver. Unless additional powers are specially conferred upon him, as prescribed in the next section, a temporary receiver has only the powers specified in this section, and those which are incidental to the exercise thereof, A receiver, appointed by or pursuant to a final judgment in the action, or a temporary receiver who is continued by the final judgment, is a permanent receiver, and has all the powers and authority conferred, and is subject to all the duties imposed upon a receiver appointed* the voluntary dissolution of a corporation. &ce R. S., Pan HI, Cbap. VIII, Title IV, Art. 1, t 42, ante, p. 339.) Additional § 1 789. A temporary receiver, appointed as prescribed in the duties may last Section, is, in all respects, subject to the control of the court ferred npoo In addition to the powers conferred upon him, by the provisions lecme^ of the last section, the court may, by the order or interlocutory judgment appointing him, or by an order subsequently made in the action, or by the final judgment, confer upon him the powers and authority, and subject him to the duties and liabilities, of a permanent receiver, or so much thereof as it thinks proper; except that he shall not make any distribution among the creditors or stockholders, before final judgment, unless he is specially directed so to do by the court. Making; § 1790. Where the action is brou^t by a creditor of a corpora- en, etc„ tion, and the stockholders, directors, trustees, or other oflicen, or '''™**' any of them, are made liable by law, in any event or contingency, for the payment of his debt the persons, so made liable, may be made parties defendant, by the original or by a supplemental * Tke word ** opon " left out of eogrowed biD. §§ 179I-I79S-] GENERAL STATUTES. 261 .... CHAP. JX. complaint ; and their liability may be declared and enforced by Art. ix. the judgment in the action. § 1791. Where the stockholders, directors, trustees, or other ^ten " . ' separate officers of a corporation, who are made liable, in any event or action may ' ' be brought contingency, for the payment of a debt, are not made parties ^'°st _ _ , them. defendant, as prescribed in the last section, the plaintiff in the action may maintain a separate action against them, to procure a judgment, declaring, apportioning, and enforcing their liability. § 1792- In an action, brought as prescribed in either of the last Proeeed- two sections, the court must, when it is necessary, cause an account eitter to be taken of the property and of the debts of the corporation, and thereupon the defendants' liability must be apportioned accordingly; but, if it affirmatively appears, that the corporation is insolvent, and has no property to satisfy its creditors, the court may, without taking such an account, ascertain and determine the amount of each defendant's liability, and enforce the same accord- ingly. § 1793. A final judgment in an action, brought against acor-j^^ ^j. poration, as prescribed in this article, either separately or in con- JJJ^J^^o'Jf junction with its stockholders, directors, trustees, or other officers, {ributedT" must provide for a just and fair distribution of the property of the corporation, and of the proceeds thereof, among its fair and honest creditors, in the order and in the proportions prescribed by law, in case of the voluntary dissolution of a corporation. S 1704. Where the stockholders of a corporation are parties tow. ; stock . ., , , • • cr- ■ subscrip- the action, if the property of the corporation is not sufficient to tions to be discharge its debts, the interlocutory or final judgment, as the case requires, must adjudge that each stockholder pay into court the amount due and remaining unpaid, on the shares of stock held by him, or so much thereof as is necessary to satisfy the debts of the corporation. § 1795. If it appears, that the property of the corporation, and h., as to the sums collected or collectible from the stockholders, upon their ^fi^re"^ stock subscriptions, are or will be insufficient to pay the debts of gSfdS!*' the corporation, the court must ascertain the several sums, for which the directors, trustees, or other officers, or the stockholders of the corporation, bei»g parties to the action, are liable ; and must adjudge that the same be paid into court, to be applied, in such proportions and in such order as justice requires, to the pay- ment of the debts of the corporation. 262 INSURANCE LAWS. [Code Civ. P„ CHAP. IX. Art. IX, § 1796. This article does not repeal or affect any special provi- rtfsa'?*! ^^°^ °^ ^^^» prescribing that a particular kind of corporation limited. shall cease to exist, or shall be dissolved, in a case or in a manner, not prescribed in this article; or an^ special provision of law, prescribing the mode of enforcing the liability of the stockholders of a particular kind of corporation. court, (Art. 4) — Action by the People to annul a Corporation. Sec. 1797. Action by attorney-general, when legislature directs. 1798. Id.; by leave of court. 1799. Leave, vrhen and how granted. x8oo. Action triable by a jury. 1801. Judgment. 1802 . Injunction may issue. 1803. Copy of judgment-roll to be filed and published. Action by 8 1797. The attomey-general, whenever he is so directed by the attorney- , . , , . . . . ' , , general, legislature, must bring an action against a corporation created by legislature Or Under the laws of the State, to procure a judgment, vacating or annulling the act of incorporation, or any act renewing the cor- poration, or continuing its corporate existence, upon the ground that the act was procured upon a fraudulent suggestion, or the concealment of a material fact, made by or with the knowledge and consent of any of the persons incorporated, le^ave'of § ^19^- Upon leave being granted, as prescribed in the next section, the attorney-general may bring an action against a cor- poration created by or under the laws of the State, to procure a judgment, vacating the charter or annulling the existence of the corporation, upon the ground that it has, either, 1. Offended against any provision of an act, by or under which it was created, altered, or renewed, or an act amending the same, and applicable to the corporation ; or 2. Violated any provision of law, whereby it has forfeited its charter, or become liable to be dissolved, by the abuse of its pow- ers ; or 3. Forfeited its privileges or franchises, by a failure to exercise its powers ; or, 4. Done or omitted any act, which amounts to a surrender of its corporate rights, privileges, and franchises ; or, 5. Exercised a privilege or franchise, not conferred upon it by law. People V. Cohocton Stone Road, 25 Hun, 15 ; People v. Boston, Hoosac Tunnel and Western Railway Co., 27 id. 528. §§ I799-I803-] GENERAL STATUTES. 263 § 1799- Before granting leave, the court may, in its discretion, Art. ix. require such previous notice of the application, as it thinks proper, Leave, to be given to the corporation, or any officer thereof, and may hear how" ^° the corporation in opposition thereto. ^"°'° ' People V. Boston, Hoosac Tunnel and Western Railway Co., 27 Hun, 528. § 1800. An action, brought as prescribed in this article, is tria- Action ble, of course and of right, by a jury, as if it was an action speci- a jury. ^'^ fied in section 968 of this act, and without procuring an order, as prescribed in section 970 of this act. § 1801. Where any of the matters, specified in section 1797 or judgment, section 1798 of this act, are established in an action, brought as prescribed in either of those sections, the court may render final judgment that the corporation, and each officer thereof, be per^ petually enjoined from exercising any of its corporate rights, privileges, and franchises ; and that it be dissolved. The judgment must also provide for the appointment of a receiver, the taking of an account, and the distribution of the property of the corpora- tion, among its creditors and stockholders, as where a corporation is dissolved upon its voluntary application, as prescribed in chap- ter seventeenth of this act. People V. Cohocton Stone Road, 25 Hun, 15. § 1802. In an action, brought as prescribed in this article, an injunction injunction order may be granted, at any stage of the action, ™*^ '^^"^' restraining the corporation, and any or all of its directors, trustees, and other officers, from exercising any of its corporate rights, privileges, or franchises ; or from exercising certain of its corpo- rate rights, privileges, or franchises, specified in the injunction order; or from exercising any franchise, liberty, or privilege, or transact- ing any business, not allowed by law. Such an injunction is deemed one of those specified in section 603 of this act, and all the provisions of title second of chapter seventh of this act, appli- cable to an injunction specified in that section, apply to an injunction granted as prescribed in this section, except that it can be granted only by the court. § 1803. Where final judgment is rendered against a corporation, pofy^'^f ^ in an action, brought as prescribed in this article, the attorney- roifto be general must cause a copy of the judgment-roll to be forthwith pubiisiied. filed in the office of the secretary of State ; who must cause a notice of the substance and effect of the judgment, to be pub- lished, for four weeks, in the newspaper printed at Albany, in which legal notices' are required to be published, and also in a 264 INSURANCE LAWS. [Code Civ. P., ' newspaper printed in the county where business of the corporation was located. CHAP. IX. . , . , ,.,..,, Art ix. newspaper printed in the county wherein the principal place of (Art. 5.) — Provisions applicable to two or more of the Actions specified in this title. Sec. 1804. Certain corporations excepted from certain articles of this title. 1805 Officer.s and agents may be compelled to testify. 1S06 Injunction staying actions by creditors. 1807. Creditors may be Drouglit in. 1808. Wlien attorney-general must bring action. 1809. Kequisites of injunction against corporations in certain cases. z8io. Id.; of order appointing receiver in certain cases. z8iz. Id.; of judicial suspension or removal of an oHicer. 1812. Application of tile last three sections. 1813, In action against stoclcholders, misnomer^ etc., not available. Certain § 1804. Articles second, third and fourth of this title do not ap- ttons'Sc'- ply to an incorporated library society; to a religious corporation; from^eer- to a select school or academy, incorporated by the regents of the SThi"'"'*' university or by an act of the legislature; or to a municipal or '"' °' other political corporation, created by the constitution or by or under the laws of the State. Officers § 1805. In an action brought as prescribed in article second, mayl^e™'^ third or fourth of this title a stockholder, officer, alienee or agent to testify^ of a corporation is not excused from answering a question relating to the management of the corporation, or the transfer or disposi- tion of its property, on the ground that his answer may expose the corporation to a forfeiture of any of its corporate rights, or will tend to convict him of a criminal offense, or to subject him to' a penalty or forfeiture. But his testimony shall not be used as evi- dence against him in a criminal action or special proceeding. Injunction § 1806. In such an action the court may, in its discretion, on staying ,...., _, ..,. actions by the application of either party, at any stage of the action, before or after final judgment, and with or without security, grant an in- junction order restraining the creditors of the corporation from bringing actions against the defendants, or any of them, for the re- covery of a sum of money, or from taking any further proceedings in such actions theretofore commenced. Such an injunction has the same effect, and, except as otherwise expressly prescribed in this section, is subject to the same provisions of law, as if each cred- itor upon whom it is served was named therein, and was a party to the action in which it is granted. Creditors § 1807. In such an action the court may, at any stage of theac- bro^ght in. tion, before or after final judgment, make an order requiring all the creditors of the corporation to exhibit and prove their claims, and §§ i8o8-i8io.] GENERAL STATUTES. 265 CHAP IX thereby make themselves parties to the action, in such a manner, Art. ix. and within such a reasonable time, not less than six months from the first publication of notice of the order, as the court directs; and that the creditors who make default in so doing shall be pre- cluded from all benefit of the judgment and from any distribution which may be made thereunder. Notice of the order must be given by publication in such newspapers and for such a length of time as the court directs. Matter of Harmony Fire Ins. Co., 45 N. Y. 310; Rinn v. Astor Fire Ins. Co., 59 id. 143- § 1808. Where the attorney-general has good reason to believe when that an action can be maintained in behalf of the people ofgenemi?'" the State, as prescribed in article second, third or fourth of this ^'tion.™^ title, except section 1797 of this act, he must bring an action ac- cordingly, or apply to a competent court for leave to bring an ac- tion, as the case requires; if, in his opinion, the public inter- ests require that an action should be brought. In a case where the action can be brought only by the attorney-general in behalf of the people, if a creditor, stockholder, director or trustee of the corporation applies to the attorney-general for that purpose, and furnishes the security required by law, the attorney-general must bring the action, or apply for leave to bring it, if he has good rea- son to believe that it can be maintained. Where such an applica- tion is made, section 1986 of this act applies thereto, and to the action brought in pursuance thereof. People V. Bruff, 60 How. 4; S. C, 9 Abb. N. C. 156. § 1809. An injunction order suspending the general and ordi- ^fW^^'J.^^ nary business of a corporation, or of a joint-stock association, con- J.'^^^s^j"^' sisting of seven or more persons, or suspendmg from office or re- ^"^^^ straining from the performance of his duties a trustee, director or <=ases. other officer thereof can be granted only by the court, upon notice of the application therefor to the proper officer of the corporation or association, or to the trustee, director or other officer enjoined. If such an injunction order is made, otherwise than is prescribed in this section, it is void. § 1 810. A receiver bf the property of a corporation can teid^^of appointed only by the court, and in one of the following cases: appointing ^^ ■' •' ' . , . . , J !_■ J areceiver 1 . An action, brought as prescribed m article second, third, or in certain fourth of this title. 2. An action brought for the foreclosure of a mortgage upon the property, over which the receiver is appointed, where the 34 266 INSURANCE LAWS. [Code Civ. P., '^Art^ix^ mortgage debt, or the interest thereupon has remained unpaid, at least thirty days after it was payable, and after payment thereof was duly demanded of the proper officer of the corporation ; and where either the income of the property is specifically mortgaged, or the property itself is probably insufficient to pay the mort- gage debt. 3. An action brought by the attorney-general, or by a stock- holder, to preserve the assets of a corporation, having no officer empowered to hold the same. 4. A special proceeding for the voluntary dissolution of a cor- poration. Where the receiver is appointed in an action, otherwise than by or pursuant to a final judgment, notice of the application for his appointment must be given to the proper officer of the corpo- ration. Attriel v. Rockaway Beach Improvement Co., 25 Hun, 514; People v. BrufF, 60 How. 4 ; Burlingame v. Parce, 12 Hun, 144 ; Smith v. Tiffany, 13 id. 671 ; Supreme Court Rules, 87 and 88. Id. ;pf § 181 1. A trustee, director, or other officer of a corporation suspension shall not be suspended or removed from office, by a court or oW™"""^ judge, otherwise than by the final judgment of a competent court, '^"' in an action brought by the attorney-general, as prescribed in sec- tion 1 781 of this act. Application § i8i2. The last three sections apply to an action or a special thre? '*^' proceeding, against a corporation, or joint-stock association cre- sections, ^^^^ -^^ ^^ Under the laws of the State, or a trustee, director, or other officer thereof; or against a corporation, or joint-stock asso- ciation created by or under the laws of another State, government, or country, or a trustee, director, or other officer thereof, where the corporation or association does business within the State, or has, within the State, a business agency or a fiscal agency, or an agency for the transfer of its stock. Inaction 8 181-5. Where an action, authorized by a law of the State, is against o ^ ' j > stociiiioid- brought agamst one or more persons, as stockholders of a corpo- ers, mis- ... , . . ... . , nomer, ration or joint-stock association, an objection to any of the pro- available, ceedings cannot be taken, by a person properly made a defendant in the action, on the ground that the plaintiff has joined with him, as a defendant in the action, a person, whose name appears on the stock-books of the corporation or association, as a stockholder thereof, by the name so appearing; but who is misnamed, or dead, or is not liable for any cause. In such a case, the court may, at § 19I9-] GENERAL STATUTES. 267 • • CHAP. IX. any time before final judgment, upon motion of either party, Art. x. amend the pleadings and other papers, without prejudice to the previous proceedings, by substituting the true name of the person intended, or by striking out the name of the person who is dead, or not liable, and, in a proper case, inserting the name of his rep- resentative or successor. (See Code of Civil Procedure, § 1924, poH, p. 269.) ARTICLE X — ACTIONS BY OR AGAINST AN UNINCORPO- RATED ASSOCIATION. 1880, Code of Civil Procedure, Part II, Chap. XV, Title T, Art 1 — Action by or against an Unincorporated Association. Sec. 1919. Actions, etc., by or against associations of seven or more persons. 1920. Proceedings in case Dtdeatli, etc. 1921. Effect of judgment; execution thereupon. 1922. Subsequent action against members. Z923. This article permissive; effect upon statute of limitations. 1924. When objection of misnomer, etc., of parties not available. § 19 19. An action or special proceeding may be maintained, by Actions, the president or treasurer of an unincorporated association, con- against . . . associ- sistmg of seven or more persons, to recover any property, or upon ations of any cause of action, for or upon which all the associates may or more maintain such an action or special proceeding, by reason of their p®'^°°^- interest or ownership therein, either jointly or in common. An action or special proceeding may be maintained, against the presi- dent or treasurer of such an association, to recover any property or upon any cause of action, for or upon which the plaintiff may maintain such an action or special proceeding, against all the asso- ciates, by reason of their interest or ownership, or claim of owner- ship therein, either jointly or in common, or their liability therefor either jointly or severally. Any partnership, or other company of persons, which has a president or treasurer, is deemed an associa- tion, within the meaning of this section. Wescott V. Fargo, 61 N. Y. 542 ; Ebbenhousen v. Worth Club, 4 Abb. N. C, 300, note ; Shaw v. Cock, 12 Hun, 173; McGuffin v. Dinsmore, 4 Abb. N. C. 241 ; National Bank of Schuylerville v. Vanderwerker, 74 N. Y. 234 ; Flagg v. Swift, 25 Hun, 623 ; Poultney v. Bachman, 62 How. 467; S. C, 10 Abb. N. C. 252. § 1920. The death or legal incapacity of a member of the asso- Proceed- ciation does not affect an action or special proceeding, brought as 'Jfleyih?"^ prescribed in the last section. If the officer, by or against whom **"=• it is brought, dies, is removed, resigns, or becomes otherwise inca- pacitated, during the pendency thereof, the court must make an order, directing it to be continued by or against his successor in 268 INSURANCE LAWS. [Code Civ. P., CHAP IX Art. X. office, or any other officer, by or against whom it might have been originally commenced. Effectof § 1921. In such an action, the officer againstwhom itis brought execution' cannot be arrested; and a judgment»against him does not author- thereupon. . . ,.,.,? , . ize an execution to be issued against his property, or his person; nor does the docketing thereof bind his real property or chattels real. Where such a judgment is for a sum of money, an execu- tion issued thereupon must require the sheriff to satisfy the same, out of any personal property belonging to the association, or owned, jointly, or in common, by all the members thereof, omitting any direction respecting real property. Morrison v. Weed, 12 Hun, 491. Subsequent § 1 92 2. Where an action has been brought against an officer, or against a counter-claim has been made, in an action brought by an officer, as prescribed in the last three sections, another action, for the same cause, shall not be brought against the members of the as- sociation, or any of them, until after final judgment in the first action, and the return, wholly or partly unsatisfied or unexecuted, of an execution issued thereupon. After such a return, the party in whose favor the execution was issued, may maintain an action, as follows: 1. Where he was the plaintiff, or a defendant recovering upon a counterclaim, he may maintain an action against the members of . the association, or, in a proper case, against any of them, as if the first action had not been brought, or the counter-claim had not been made, as the case requires ; and he may recover therein, as part of his damages, the costs of the first action, or so much thereof, as the sum, collected by virtue of the execution, was in- sufficient to satisfy. 2. Where he was a defendant, and the case is not within sub- division first of this section, he may maintain an action, to recover the sum remaining uncollected, against the persons who composed the association, when the action against him was commenced, or the survivors of them. But this section does not affect the right of the person, in whose favor the judgment in the first action was rendered, to enforce a bond or undertaking, given in the course of the proceedings therein. piVmiSvil § ^9^3- This article does not prevent an action from being statuteTf"" brought by or against all the members of an association, except limitations, as prescribed in the last section. Where an action is brought §§ 263-650.] GENERAL STATUTES. 269 against the members of the association, as prescribed in subdivis- Art. x. ion first of the last section, the time between the commencement of the action by or against the officer, and the return of the first execution issued upon the final judgment rendered therein, is not a part of the time limited by law, for the commencement of the second action. § 1924. Section 1813 of this act applies to an action brought, as ^1'^=°.^^^ prescribed in the last section but one, against the members of any °q™^^' association, which keeps a book for the entry of changes in the '^^^■°l membership of the association, or the ownership of its property ; available, and to each book so kept. (See Code of Civil Procedure, § 1813, ante, p. 266.) ARTICLE XI. MISCELLANEOUS PROVISIONS OF THE CODE OF CIVIL PROCEDURE RELATING TO CORPORATIONS, AND JOINT-STOCK COMPANIES. (The matter in rVa/«Vj gives only the substance of, or a reference to the sections men- tioned in this article.) 1880. § 263. Subd. 7. Superior city courts have jurisdiction of cer- tain actions against foreign corporations. Subd. 8. Superior city courts have jurisdiction of proceeding to sell property of, or to dissolve domestic corporations. § 264. When domestic corporation or joint stock company deemed residents of city, for the purpose of determining jurisdiction of superior city courts. §525. Subd. I. Verification of pleading where domestic corpora- tion is aparty, to be made by an officer thereof. Subd. 3. Verification when foreign corporation is a party, to be made by agent or attorney thereof. § 624. Damages sustained by corporation or joint-stock association by reason of an injunction, how ascertained and recovered. § 636. Warrant of attachment may be granted against the prop- erty of a foreign corporation, or of a domestic corporation in certain cases. § 646. Under attachment against foreign corporation, sheriff may levy upon unpaid subscriptions to capital stock and upon certain shares of stock therein. % 647. Interest of a defendant in the stock of an association or cor- poration may be levied upon. Plympton v. Bigelow, 63 How. 485. § 650. Officers of an association or corporation required to give 270 INSURANCE LAWS. [Code Civ. P., CHAP. IX. Art. XI. certificate of defendant's interest therein to sheriff executing attach- ment. Buckingham v. White, 25 Hun, 441 ; S. C, i Code R. 365 ; Hall v. Brooks, 25 Hun, 577. ^ § 651. Persons refusing such certificate or giving false certificate may be examined under oath concerning the same. § 707. Judgment against a foreign corporation served without the State, or by publication, where defendant has not appeared, enforce- able only against attached property. §791. Subd. 8. An action against a corporation, founded upon a note or other evidence of debt, for the absolute payment of money, en- titled to preference in the trial or hearing thereof. Studwell V. Charter Oak Ins. Co., 19 Hun, 128; Wells v. Watertown Fire Ins. Co., 21 id., 409. § 839. Admission of member of an aggregate corporation, not evidence against the corporation, except it was made concerning and while engaged in a transaction in which he was the authorized agent of the corporation. § 868. Production upon a trial of a book or paper of corporation may be compelled by subpoena duces tecum, or by an order; such subpana or order deemed sufficiently obeyed if produced by subordinate officer or employee having requisite knowledge. ■ Central Cross Town R. R. Co. v. Twenty-third Street R. R. Co., 53 How. 47, § 869. If the personal attendance of a particular officer of the cor- poration is required, a subpcena without a duces tecum clause must also be served upon him. § 872. Subd. 7. Deposition of officers or directors of a corporation may be taken. McGafBn v. Dinsmore, 4 Abb. N. C. 241; In re Paulmier, 5 id. 151; Richmann v. Manhattan Co., 26 Hun, 433. § 929. Books of foreign corporation may be used as presumptive evi- dence to prove acts or transactions of such corporation. Derhara v. Lee, 60 How. 338; S. C, 47 N. Y. Supr.Q. & S.) 174; S.C, 87 N. Y. 604. § 930. When a copy thereof is evidence. §931. How copy to be verified. § 960. Seal of corporation authorized or required bylaw may be im- pressed directly on the paper. § 1 01 2. A reference shall not be made of course, upon consent of ^he parties, in an action against a corporation to obtain the dissolution thereof, the appointment of a receiver of its property, or the distribution §§ 1217-3343-] GENERAL STATUTES. 271 thereof, unless it is brought by the attorney-general. But the court may ^rt. xi. in its discretion, where the parties consent to a reference, grantor refuse a reference, and where a reference is granted, the court must designate the referee. § 1 2 17. Requisites on application for judgment against foreign cor- poration. Plympton v. Bigelow, 63 How. 484. > 1880. § 1650. Action to compel the determination of a claim to real property may be maintained by or against a corporation as if it was a natural person. % 1879. Domestic corporation not subject to action by judgment cred- itor to compel discovery, § 1948. Attorney-general may maintain an action against one or more persons who act as a corporation without being incorporated, or who exercise any corporative rights or usurp any franchises not granted to them by law. People V. Boston, H. T. & W. R. R. Co., 27 Hun, 528; People v. Cohoc- ton Stone Road, 25 id. 16. § 1950. Such actions triable by jury. § 1955. Final judgment in favor of plaintiff must perpetually re- strain defendants from commission of acts complained of. Temporary injunction may also be granted in such action. § 1984. Such action to be brought in the name of the people. § 1987. Costs in such action may be collected by execution against any of the persons claiming to be a corporation, or by attachment, or other process against the person of any director or other officer of the corporation. People V. Cohocton Stone Road, 25 Hun, 15'. § 2146. Corporation included in term "body or officer" in pro- visions concerning certiorari. § 244 1 . Corporation indebted to or having property of judgment debtor may be examined in supplementary proceedings concerning the same. % 2463. Provisions concerning supplementary proceedings not appli- cable to certain corporations. § 2865. An action cognizable by a justice of the peace may be brought by or against a corporation • § 3268. Subd. 2. Foreign corporation, being a plaintiff in anaction in a court of record, may be required to give security for costs. § 3343- Subd. 18. A domestic corporation is a corporation created by or under the laws of the State ; or located in the State 272 INSURANCE LAWS. [Code Cr. P., CHAP IX Art. XII. and created by or under the laws of the United States, or by or pursuant to the laws in force in the colony of New York, before the nineteenth day of April, in the year seventeen hundred and seventy-five. Every other corporation is a " foreign corporation." ARTICLE XII — CRIMINAL PROCEEDINGS AGAINST COR- PORATIONS. 1881, Code of Criminal Procedure, Part IT, Title XII, Chap. IX— Proceeding's against corporations. Sec. 675. Summons upon an information or presentment against a corporation, by wtiom issued, and wlien returnable. 676. Form of the summons. 677. When and Ixow served. 678. Examination of the charge. 679. Certificate of the magistrate, and return thereof with the depositions. 680. Grand jury may proceed as in the case of a natural person, 681. Appearance and plea to indictment, and proceedings thereon. 682. Fme, on conviction, how collected. Summons § ^^S" ^pon an information against a corporation, the magis- upon an in- tj-ate must issue a summons, signed by him, with his name of office, or^ present- requiring the corporation to appear before him, at a specified time against a and place, to answer the charge ; the time to be not less than ten corporation, . . by whom (jays after the issuing of the summons. mr°"br §676. Thesummonsmust be in substantially the following form: the sum- "COUNTY OF ALBANY [or as the Case may be]: '°°°^- "In the name of the people of ^he State of New York : "To the [naming the corporation]: " You are hereby summoned to appear before me, at [naming the place], on [specifying the day and hour], to answer a charge made against yoli. upon the information of A. B., for [designating the oifense generally]. ' ' Dated at the city [or ' town '] of , the day of , 18 G. H. , Justice of the Peace. [or as the case may be.] When and § 677. The summons must be served at least five days before served. the day of appearance fixed therein, by delivering a copy thereof and showing the original to the president, or other head of the corporation, or to the secretary, cashier, or managing agent thereof. Examin- 8 678. At the time appointed in the summons, the magistrate ation of the > charge. must proceed to investigate the charge, in the same manner as in the case of a natural person brought before him, so far as those proceedings are applicable. o/the "*'* § 679- After hearing the proofs, the magistrate must certify upon SJfjf r^*'*' the depositions, either that there is or is not sufficient cause to be- 273 § 590.J ■ GENERAL STATUTES. lieve the corporation guilty of the offense charged, and must return ^^^ the depositions and certificate in the manner prescribed in sec- tum'thereof tion 221. with the R KQ Tf ^T, • deposition. 8 68o. If the magistrate return a certificate that there is suffi- Grand jury cient cause to beUeve the corporation guilty of the offense charged, Tee^^sTn the grand jury may proceed thereon, as in the case of a natural L^'n^tu^af person held to answer. person. § 68i. If an indictment be found against a corporation, it may^PP/*^;^ appear by counsel, to answer the same. If it do not thus appear P°?''° ° , 1 J. ., ^-■^w«,*j indictment, a plea of not guUty must be entered, and the same proceedings ceed?n°s had thereon as in other cases. there'of.' § 682. When a fine is imposed upon a corporation, on convic- Fine, on tion, it may be collected by virtue of the order imposing it, by thehSwIfo'i^"' sheriff of the county, out of their real and personal property, in'^"'*'^' the same manner as upon an execution in a civil action. ^^J}Sh^ XIII.-FRAUDULENT INSOLVENCIES BY CORPORA- TIONS, AND OTHER FRAUDS IN THEIR MANAGEMENT. 1882, Penal Code, Title XV, Chap. XI — Fraudulent Insolvencies by Corporations and other frauds in their management. Sec. 590. Frauds in subscription for stoclc of corporations 591. Fraudulent issue of stoclc, scrip, etc. 592. Frauds in procuring organization of corporation, or increase of capital 593. Unauthorized use of names in prospectuses, etc. ■ 594. Misconduct of directors of stock corporations. (595 to 601 inclusive relate to banking corporations.) 6cM. Frauds in keeping accounts, etc. 603. pCScer of corporation publishing &lse reports of its condition 604. Insolvencies of corporations deemed fraudulent, when. 605. Directors participating in fraudulent insolvency, how punishable. 006. Violation of duty of directors of moneyed corporations. {607 and 608. Relate to railroad corporations.) 6og. Directors of corporation presumed to have knowledge of its afkirs. 610. Director present at meeting, when presumed to have assented to proceedings. 611. Directors absent from meetings, when presumed to have assented to pro- ceedings. 61Z. Failure of director upon whom application Is served, etc. 613. Foreign corporations. 614. "Director ''defined. Section 590. A person who signs the name of a fictitious per-^'^^^^'" son to any subscription for, or agreement to take, stock in any si.°°^*^J corporation, existing or proposed ; and a person who signs to any corpora- suljscription or agreement the name of any person, knowing that such person does not intend in good faith to comply with the terms thereof, or under any understanding or agreement, that the terms * To the next court of oyer and terminer or court of sessions of the county, or city court liaving power to inquire into the offense by the intervention of a grand jury, at or before its opening on the first day. — Cetig of CrimiTtal Procedure^ extract from 9 231. 35 274 INSURANCE LAWS. [Pen, Code, CHAP. IX. Art. xm. Fraudulent issue of stock, scrip, etc. Frauds in procuring or^aoiz- atioa of corpora^ tion, or in- crease of capital. Unauthor- ized use of names in of such subscription or agreement are not to be complied with or enforced, is guilty of a misdemeanor. § 591. An oiificer, agent or other person in the service of any joint-stock company, or corporation formed or existing under the laws of this State, or of the United States, or of any State or Territory thereof, or of any foreign government or country, who willfully and knowingly, with intent to defraud ; either 1. Sells, pledges, or issues, or causes to be sold, pledged, or issued, or signs or executes, or causes to be signed or executed, with intent to sell, pledge, or issue, or to cause to be sold, pledged, or issued, any certificate or instrument purporting to be a certifi- cate or evidence of the ownership of any share or shares of such company or corporation, or any bond or evidence of debt , or writing purporting to be a bond or evidence of debt of such com- pany or corporation, without being first thereto duly authorized by such company or corporation, or contrary to the charter or laws under which such corporation or company exists, or in excess of the power of such company or corporation, or of the limit im- posed by law or otherwise upon its power to create or issue stock or evidence of debt ; or 2. Reissues, sells, pledges, or disposes of, or causes to be re- issued, sold, pledged, or disposed of, any surrendered or canceled certificates, or other evidence of the transfer or ownership of any such share or shares ; Is punishable by imprisonment/or not less than three years nor more than seven years, or by a fine not exceeding three thousand dollars, or by both . People V. Parker Vein Coal Co., 10 How. 543. (See Laws of 1835, Cliap. iss. S9 i, 2,>orf, p. 277.) § 592. An officer, agent, or clerk, of a corporati'on, or of per- sons proposing to organize a corporation, or to increase the capital stock of a corporation, who knowingly exhibits a false, forged, or altered book, paper, voucher, security, or other instru- ment of evidence to any public officer or board authorized by law to examine the organization of such corporation, or to in- vestigate its affairs, or to allow an increase of its capital, with intent to deceive such officer or board in respect thereto, is pun- ishable by imprisonment in a State prison not exceeding ten years and not less than three years. § 593. A person who, without authority, subscribes the name of another to, or inserts the name of another in any prospectus, cir- §§ 594-602.] GENERAL STATUTES. 275 cular, or other advertisement or announcement of any corporation An. xin. or joint-stock association existing or intended to be formed, with prospectus, , etc. mtent to permit the same to be pubhshed, and thereby to lead per- sons to believe that the person whose name is so subscribed is an officer, agent, member, or promoter of such corporation or asso- ciation, is guilty of a misdemeanor. § 594. A director of a stock corporation, who concurs in any Misconduct ° ,/-,,• ^ , ■ , , ■' of directors vote or act of the directors of such corporation, or any of them, of stock by which it is intended, tions. 1. To make a dividend, except from the surplus profits arising from the business of the corporation, and in the case and manner allowed by law ; or 2 . To divide, withdraw, or in any manner pay to the stockhold- ers, or any of them, any part of the capital stock of the corpora- tion ; or to reduce such capital stock without the consent of the legislature ; or 3. To discount or receive any note or other evidence of debt in payment of an installment of capital stock actually called in, and required to be paid, or with intent to provide the means of making such payment ; or 4. To receive or discount any note or other evidence of debt with intent to enable any stockholder to withdraw any part of the money paid in by him on his stock ; or 5. To apply any portion of the funds of such corporation, ex- cept ~ surplus profits, directly or indirectly, to the purchase of shares of its own stock ; or 6. To receive any such shares in payment or satisfaction of a debt due to such corporation ; or 7. To receive in exchange for the shares, notes, bonds, or other evidences of debt of such corporation, shares of the capital stock or notes, bonds, or other evidences of debt issued by' any other stock corporation. Is guilty of a misdemeanor. (See R. S., Part I, Chap. XVIII, TiUe II, Art. ., 8 i, ante, p. 208.) Coleman v. Second Ave. R. R. Co., 38 N. Y. 201 ; 48 Barb. 371; Abbot V. American Hard Rubber Co., 33 id. 578; Smyth v. N. Y. Con. Stage Co., 18 Abb. Pr. 419. (§§ S9S to 601 inclusive, relate, exclusively to banlsing corporations, and are omitted.) 8 602. A director, officer or agent of any corporation or joint- Frauds in Stock association who knowingly receives or possesses himselt ot accounts, any property of such corporation or association, otherwise than in 276 INSURANCE LAWS. [Pen. Code, CHAP IX Art. xnr. payment of a just demand, and with intent to defraud, omits to make, or to cause or direct to be made, a full and true entry thereof, in the books or accounts of such corporation or associa- tion ; and a director, officer, agent qT member of any corporation or joint-stock association, who with intent to defraud, destroys, alters, mutilates or falsifies any of the books, papers, writings or securities belonging to such corporation or association, or makes or concurs in making any false entry, or omits or concurs in omit- ting to make any material entry in any book of accounts, or other tecord or document kept by such corporation or association, is punishable by imprisonment in a State prison not exceeding ten years, and not less than three years, or by imprisonment in a county jail not exceeding one year, or by a fine not exceeding five hundred dollars, or by both such fine and imprisonment. Officer of I 603. A director, officer or agent of any corporation or joint- publishing stock association, who knowingly concurs in making or publishing ports of its any written report, exhibit or statement of its affairs or pecuniary condition. ■' ^ . ; . ,.,.,, condition, containmg any material statement which is false, other than such as are elsewhere, by this Code, specially made punisha- ble, is guilty of a misdemeanor. Cross V. Sackett, 6 Abb. Pr. 247 ; Harper v. Ch^tmberlain, 11 id. 234. insoiven- § 604. The insolvency of a moneyed corporation is deemed porations fraudulent unless its affairs appear, upon investigation, to have fraudulent, been administered fairly, legally and with the same care and dili- when, , . . . ^ , . . gence that agents receiving a compensation for their services are bound by law to observe. (See Laws of 1870, chap. 151, g ^^post, p. 280.) oartieioat- § ^°S- ^^ every case of the fraudulent insolvency of a moneyed frsHiMent Corporation, every director thereof who participated in such fraud, ho™'pun-'^' '^ °° other punishment is prescribed therefor by this Code, or any ishabie. special Statute, is guilty of a misdemeanor. dilt'^of""^ § 606. A director of any moneyed corporation who willfully directors of (Joes any act, as such director, which is expressly forbidden bylaw, corpora- or willfully omits to perform any duty expressly imposed upon him as such director, by law, the punishment for which act or omission is not otherwise prescribed by this Code, or by some special statute, is guilty of a misdemeanor. (See R. S,, Part I, Chap. XVIII, Title ti, Art i, % 10, ante, p. 211.) (Sections 607 and 608 relate to railway corporations and are omitted.) Directors of § 609. A director of a corporation, or joint-stock association, presumed" must be deemed to have such a knowledge of the affairs of a cor- § I.] GENERAL STATUTES. 277 poration or association, as to enable him to determine whether any Art. xm.' act, proceeding or omission of its directors, is a violation of this Lnowtedge chapter. o£.'ts ^ affairs. § 610. A director of a corporation, or joint-stock association, Director who is present at a meeting of the directors, at which any act, pro- gf||t™gf ceeding or omission of such directors in violation of this chapter ^^"^JJ- occurs, must be deemed to have concurred therein unless he at selieTio the time causes, or in writing requires, his dissent therefrom to be fogs''®''" entered in the minutes of the directors. § 611. A director of a corporation, or joint-stock association. Director although not present at a meeting of the directors, at which any meeting, act, proceeding or omission of such directors, in violation of this sumei'to" chapter, occurs, must be deemed to have concurred therein, if the seated to facts constituting such violation appear on the records or minutes mg"* " of the proceedings of the board of directors, and he remains a director of the same company for six months thereafter, without causing, or in writing requiring, his dissent from such illegality to "be entered in the minutes of the directors. § 612. A director, trustee, or other officer of a joint-stock asso- Failure of .. . ' . . . r director ciation or corporation, upon whom a notice of application for an upon whom . , 1 . r ^ • application injunction affecting the property or business of such joint-stock is served, association or corporation is served, who omits to disclose to the other directors, officers or managers thereof, the fact of such ser- vice, and the time and place of such application, is guilty of a misdemeanor. (See liaws of 1870, Cbap. 151, | 4, ^ost, p. 280.) §61^. It is no defense to a prosecution for a violation of the Foreign *j ^ corpora- provisions of this chapter, that the corporation was one created tions. by the laws of another State, government or country, if it carried on business, or kept ^n office therefor, within this State. S 614. The term "director," as used in this chapter, embraces " Director" " ^ ' . . denned. any of the persons having by law the direction or management of the affairs of a corporation by whatever name such persons are described in its charter, or are known in law. li. 1855, Chap. 165 —An Act to provide for the puuish- ment of the fraudulent and unauthorized issue and transfer of the stock and bonds of corporations and joint-stock companies. p^^^^ ^^^ ^ ^^^^ Section i. Every officer and every agent of any incorporated Mse^fesue company or corporation, formed or existing under or by virtue of felony. 278 INSURANCE LAWS. [1855,0.155. CHAP. IX. Art. xni. the laws of any of the United States, who shall within this State, willfully and designedly sign, or procure to be signed, with intent to issue, sell or pledge, or to cause to be issued, sold, or pledged, or shall willfully and designedly issue, sell or pledge, or cause to be issued, sold or pledged, any false or fraudulent certificate, or other evidence of the ownership or transfer of any share or shares of the capital stock of such incorporated company or corporation, or any false or fraudulent bond, or evidence of debt of such incorporated company or corporation, or any certificate or any other evidence of the ownership or transfer of any share or shares in such incorporated company or corporation, or any instrument purporting to be a certificate or other evidence of ownership or transfer of such share or shares, or purporting to be such bond or evidence of debt, the signing, issuing, selling or pledging of which shall not be authorized by the charter and by-laws of such incorporated company or incorporation, or some amendment thereof, shall be deemed guilty of a felony, and shall be punished by a fine not exceeding three thousand dollars, and" imprisonment in a State prison for a term not less than three nor more than seven years. Id. § 2. Every officer and agent of every incorporated company, joint-stock company or corporation formed or existing under or by virtue of the laws of any of the United States, who shall, within the State, knowingly, willfully and designedly sign, or procure to be signed, with intent to issue, sell or pledge, or cause to be issued, sold or pledged, or who shall knowingly, willfully and designedly issue, sell or pledge, or cause to be issued, sold or pledged, any certificate or other evidence of the ownership or transfer of any share or shares of the capital stock of such incorporated company, joint-stock company or corporation, or any bond or evidence of debt of such incorporated company, joint-stock company or cor- poration, or any instrument purporting to be a certificate or other evidence of ownership or transfer of such share or shares, or pur- . porting to be such bond or evidence of debt, without being there- unto first authorized and empowered by such incorporated com- pany, joint-stock company or corporation, and every such officer and agent who shall reissue, sell, pledge or dispose of, or cause to be reissued, sold, pledged or disposed of, any surrendered or can- celed certificate or other evidence of the ownership or transfer of any such share or shares, or of any right or interest therein, with the intent of defrauding any such corporation, or any person or § 7-] GENERAL STATUTES. 279 CHAP IX persons, shall be deemed guilty of a felony, and shall be punished Art. xm.' by a fine not exceeding three thousand dollars and imprisonment in the State prison not less than three nor more than seven years. (See Penal Code, % 591, ante, p. 274.) L. 1869, Chap. 742 — An Act for the more e£fectual sup- pression and punishment of bribery. Passed May 8, i86g. Sec. I. Receiving of valuable considerations by public officers for offi- cial acts deemed felony ; punishment thereof. 2. Persons offering bribe, if accepted, not to be liable therefor. 3. Penalty for attempting to bribe public officers. 4. Proof thereof. • 5. Accused may testify in his own behalf. 6. Expenses of prosecution, to be a charge against the State. (Sec. 7 is the only one relating to corporations, and is as follows:) § 7. Any officer, agent or director of any corporation who shall Liability of in any way, directly or indirectly, use, or cause to be used, any officer°'of"^ money or other property belonging to such corporation, in viola- tionsj'for tion of any of the provisions of this act, or shall knowingly assent money in to or approve of such use, or knowingly audit or allow any account hererf"" rendered for the money or other property of such corporation so used, shall be liable to any stockholder or stockholders of such corporation, in a civil action, for the amount, which shall bear the same proportion to the whole amount proved to be thus used, as the amount of stock held by such stockholder or stockholders at the time the action is brought, bears to the whole amount of the stock of such corporation. Such action shall be brought both for the benefit of the plaintiff therein and also for that of all stock- holders, who may, at least ten days before the trial of said action, file in the office of the clerk of the county where • such action is triable a petition that said action may be prosecuted for their ben- efit, and give notice thereof to the parties plaintiff and defendant, in said action. And when any such petition or petitions are so filed such petitioners shall be deemed, for the purpose of determin- ing the amount of the recovery, plaintiffs in such action, and shall be jointly and severally liable to the defendant in said action for costs, in case costs shall be adjudged to the defendant. In case of the recovery by the plaintiff in such action, he shall be entitled to costs, without regard to the amount of such recovery. No action brought in pursuance of this section shall be discontinued without the consent of all parties who may have filed their petitions as 28o INSURANCE LAWS. [1870, c. 151. CHAP. IX. Art. xin. hereinbefore provided. Judgment rendered in any such action shall be no bar to any other action that may be brought for the same cause, except as to the plaintiff therein; and as to such par- ties as may have filed their petitions therein as aforesaid, and per- sons claiming under or through such plaintiff or petitioners. The liability of such officers, agents or directors shall be joint and sev- eral. The term " stockholder," as used in this section, shall be construed to include all persons holding stock of said corporation at the time of the act complained of or at any time thereafter. Sec. 8. Persons not to be excused from testifying on trials or investiga- tions; testimony given not to be used against witness in any action, civil or criminal, g. Convictions to be had only on corroborated testimony, • li. 1870, Chap. 151 — An Act to regulate proceedings against corporations by injunction and otherwise. Passed April 7, 1870. [Sections i, 2 and 3 were repealed by Laws of 1880, chap. 245.] ment'for § 4" -^^y director or other officer of a corporation or joint-stodk concealing association upon whom shall be served any notice of an appliCa- notice. tion for an injunction restraining or affecting the business of such corporation or joint-stock associotion, or for a receiver of its prop- erty and effects, or any part thereof, who shall conceal from or omit to disclose to the other directors, trustees, managers and officers thereof the fact of such service, and the time and place at which such application is to be made, shall be deemed guilty of a misde- meanor, and, upon conviction thereof, shall be punished by fine or imprisonment, or both such fine and imprisonment, and shall be liable, in a civil action, to the corporation or joint-stock associa- tion for all damages which shall be sustained by it by reason of such proceedings. (See Penal Code, § 604, axie, p. 276, and § 612, ante, p. 277.) (Section s was amended by Laws of 1875, chap. 428, and the latter act was repealed by Laws of 1880, chap, 245, whereby section 5 is absolutely repealed. People v. Supervisors 0/ Montgomery^ 67 N. Y. 109.) LIST OF INSURANCE COMPANIES AND ASSOCIATIONS AUTHORIZED TO TRANSACT BUSINESS IN THE STATE OF NEW YORK DURING THE YEAR 1883. 36 LIST OF INSURANCE COMPANIES. So BS8SS 8SSSS 8SSS3 8S8S8 88888 88SSS 500 00000 5^0 OOOO^ 5oo 00000 30000 000c isss sssi |SSS S88S3 BSSS 88881 I8SSS h'^ .-uuo 'a , a "Su'o "©"S'S oou o5 w o « o tt*© 'E'G'S ■SiS'^i-a %^f%^ if'Sa^ OOCbO OoOOO COO>.o tM><>H>. ><|>i|M5|>, ^Sfegle fe^S^^ Sr^^gfc |zi|z;aa!zs !z;!z;!5iaa iz;fe»KS5 rt a cp-^ :3 MM .^ "2 fe f a Eh « t> 0*^ So'Sfe.a ID a a 'SI £■1-2 Si; 8 o aai a =^.- .2 ^ 7J o o a LIST OF INSURANCE COMPANIES. 283 gSSSS gSSSS SgSSS gSSSS SSSSS 8SSS8S iSSS issi ISSS SiSSg sggss 500 5C30 5oo 'S'5'3'3'5 clip's 00 h t, P tltj »M (h P- t4 Fh OOOOq OOCOO ^^^^^ ^^^^^ V u u u u Q o bi *>•« -S-g p o^ ^s 000 O O - „ w -- "las •® tars »" ■3 w.WkJ agaort i.S» "o 9 fl p as^ao as •- I ills g| • jj pja • :'3 . : ; : .&ofe « a f*» ' ■ o'ss .'3 M^'lSs SI'S!! 2|it>| &'S|3'§ "2 i'Hll S • cd ^ O • |g|=|i ■sptiS .Sa ggggg gssgg ""^caa a'SaaJ "S^'oSa •* ' feel's" SiaSg s^sx^a jsS e»3§^ ■glial ifefefel fiS ■ am It 1° nHi ;s «■«§ Soooo SS9S i8gg| : a : a . 'o* -£•"! ■a pa >;.2 a o^ g ^ I ■a .ada slip •a ■ ii B §9 g a^nSs I ft gll li° ^ fis. a g . o2 WSsg tg a « • M -saj"? ■is o 9 a acooga 23 a c d fl i « -.^ 284 LIST OF INSURANCE COMPANIES. 83333 83333 8SS33 33838 33388 3S838 333S3 53g ess 0640 ISSi ISi :aa_ a a i;>a SS33I ■3||'£3 a ■" a .-figa: (£ ;| ' a ■SS«eiS sSJsS 3 a£9a S3°a K;aJS6a 5; lAntepg i^i^^^nB fiSKKn 9 CD * 9 o q • •S =n3 B'S -a ">£ aS ute S'o'^ . ©fO . fc* O 89 o ® ■ aa "■OS. MSoggi 3o3m3 .a ♦- ~ „ a > in g m O o ^aste'a 6^1-5 gi-s Ppj. Boa •C M ; ® o O ID o ^ • aSal'^ I Si's §"§5 5 SSSia .■9« ill? .■222 3 E5 5]Sa SSJSS S^Saa S3 SIS ^iSS** I "'S.'Sif sl^^i 1 11^1 sells ill is niii tl%d |tt|| mil IP 2 a ss||| 11111 s||l& nils Iggll shss^ -SSSSS eSoBfi aaaag aaaiziiz! asia^K osSmfi LIST OF INSURANCE COMPANIES. 285 S8SSSSSSSSS sisisssssss — oa ■ ", a a : ip © . oo :ga a ij -9 . CO H >~i • a < m 9 . 'W O V ; ■ O • CdCL • .CLflti (^ S=^ mS J- • O - J 'B Sfe 09 o ^-^ a 22oSe2 a J sg •St, w— e^'O ©rt • • R M lili^llaa-gl ■Tn. 5 m fl CJZ n AiSA ■^SSSSS SSSSS S8SSS SSSSS SSSS8 fSSSSS SSSSS SSSSS SSSSS SSSii gfooooo 00000 00000 00000 00000 SS Isl iSi i s ; 3| ; ; ■ : : -o 0-000 000^0 •SgtH!>.>4 >h(m|>.0|>, a o 9 o o o 9 o « o ooooo oBoog iS^^giS tS|iH|i|x >i5N|t2 SfefctSfe &&feS& Sh^^S fcizjiBMizi gz^ziga gmizs&a .00 ^ ess" o «S •a '^ .(!(« «CJaO« »ooa^ n a a o . £'"' ag o ^ a n ^ u < ■C5 a ■<3sSa S«5 ifill n—O „ S-S © ■— w > es ■'O n (14 d .A ^ s □ ^f^s '.a ill aaag,« Ofe'g.i. _ §§§ll lll^= =^" • o o u &o§ap ^ 286 C o O < !z; LIST OF INSURANCE COMPANIES. S . S 88 .id '.•a . •:is : o 00 . . (D C >. ■ > Is i° S35ta :2s s ,K ;£o ^ o-ao OO CO « — o . ©■■a Co o *» t: s g ^6 at tf S 33S 3 30 *^ ** -a 9Sg 9 S 000 000 O O C^ dj O Q^ S . . _ I III i 1 §^l n O d 9 :,S S °'0 HUH, ^^■|S ^ ® d • 9 o 111 1^1 lit y"« aaa DD CQ (Q I ^ O QQ c9 o Od SQ .8 o ;l nOcooQ LIST OF INSURANCE COMPANIES. 287 sss SSSSS 88 _ S SS SSSSf 88"ils" fi' (hX h a h h tl ^1 h t4 tab. oSo^o 00000 00 . ..id S5§ S etfaasaJnd cS ^-^ d o s 00 :;SC3 h CO d 11 ill - :oo®5 o,-"'Sl, tS =e3S^ B" . OS SO X, a o « £^ >,a fl o G s J o © g-ggaa aisSfcg af 888 000 8.88 ill ^ h 14 000 o ® o 8 6 lis: 8 5&.-H 5> (3— ■ o =? 0>^ i ;& 6sg SS8 _ _ 8S8 §ii|| g'ili'i |§Sig gSS^g ?S^S3 aii'SS r S '■« O . f . is :| ;3 5o S ?feo^-M Sea fc. o ® c S S a^- 0*3 aj o . a ■•a o c o 5 05 . a •g& -oxi n Offi >.03 » C3 f" B « ® ■ =8 5 «s O J e3 n O Sno. 2^o S3» o9 9 9 u ©.2.2 fl 3ggW 9 d 9 9S n 9 n D o ~ 9 PthmPxtD 288 01 3 a o O 8 6 ^ ;S '(3j^ la. 3 |l :S 4^ 3 5" :« a ■ e o ® d a ISI k) ^^ r •a n-o >< a a ri ^ !5 -< Ph S o w tl o la's m 2Sl 'Sa a S. O en's St 3t3 LIST OF INSURANCE COMPANIES: ssss gsss ad •CO assa aaa a cs e8 o o DWOO s.; '3S'2"'2 ^ o ® R H V. egtS H* o O ga es S asww S : s s, MS go ■=> fea«'3 5> Wi-jH-M I S4< o Sa ■ S Q a* S 53 ® ©5 • J ggss •^ ^^^^^ S>5-: e Sj ■ S sSe C:> •jag ?s° gas gggl §Sis xtOHEH LIST OF INSURANCE COMPANIES. 289 o IS o -<1 a DC 000 SO o lllil Islgi e "•231' SS .a Sfd Is; ^ 9 o s son d> n giSii gl5 i fl d s £ ^ •CO Sat -g MOQ ® 2; M ¥'3'-s • • ■ ■ i.|^da ^ai^ gl| a °«6&; o o toXa •5^ ■4j >d O as o .a g o w fa a • - WgSoS ■r ■ TO • ■ e S 9 g = a So'' ■1^ ^ H O ©•l-rffl • o • ^-fl Oi-sOOO ego l-jl-3 tSiti^ h - > ■ a 2" ■ © ■ w □ ■a o o . So o o a> 9 ® 03 o t 9 O : o la Ka i-ii-j .■as o , B S S Sg deta Ad o o bi ti b fc. »^ 00000 ® O O *D © afld b 000 t> 000 > b. ES o gasgf -. a a oO •^ » « ©^ ■go 00 a a d BO a H Set ^'oS JlelS SOCAto 0^.0.0 3 jda.:d^^ o B 00 o a o 5 o o cqnmnn 1: :S : . 03 ^* o . : *a 5« ■ -555 : ol* al-O S Roi-s'dri "(2 2 « . =s o o I I CD O o o t> > Js S'glss ►1.0 -00 o^"S* fa ® o ©^ Spa a-a "■a 00. oS -o 8 o S,^o 1^^ cig .OS afeg2» g'gS'^2 •3 5 003 m s-s ■ =2 :B5 goo go a ainO- 5§So§ o To /fl •2 .<'ot ■^0(5 go VI o" o . 2 SS"* |||2g €0000 •3&S 'g SIS:-" 5wiP OiAooO c eo o o 2 ..2 :gasl llsfiS 1^ ISO'S*?*) m-o 000 Eaa'Sq Q. « s Ei o bc2-3 o ■ gizil g5g| = o?i ! sd :S §3 ha. . ®^ • EHl-sl-si-5B<' ir. EH ^: 50 15 .-I . ™ 2 u :®-So .2 : :.^ ■131 ■= o a B**^ O OS K^253o . . O . . liKjgOfH Site 5 t<'i-i&^^ ^hh; O CO .K-3 S .3 •!> o a : 'C di-s a ma m ►,•►, g go 5; : -i a Ilia «!W-» : Mo tig r2 C affl 9 ^ b« n ' C 02a :g. •S ' a Pill ag" e edb*. •>> a ■Hi . efl a ^ c8 ■ « tl t4 ®.b o Ura ■ (2|| a ® * aS':2 Jd .^ « o rt .a? '■Wo ■g . M .J3 5 ■ . . . ».J . »Q m . . . a&s^'^w ■s ss^'a^ 1 £.2 osa Co so 9 oo»ojq fe S § fc.2 SS'^ a" g»a ji a oa a ^ : a s s i^go) o^a E ain X u P& i S0.0 ■a ^.a ELtaS o V c c £ 9 OHSoSSa SaSSi So a S3 ■SO O^ ff) H) O c8 sj n rf a 3 3 3 3 3 33333 (■."'^Sd ■b|6ijMtHtHO Q © © ©^ |a-^ i| 035=0 a ■g"5aS-3 SafeBa • a ■ 0) :o -a '^ a Oi II Ills ■«IL P D qj « 00 O'O'O mi iill eJ>,e = Si 0000 cs ■3 : BO a : og "^ log's CO O+^'^H^ ■SCO 2 3.2 S'O © 3*© ^ ID m oj CO O a o d; o »g 0.0,0. S,S 000 OA4CL1PL1PL1 ai o e oi o fa -i .S *2 *H : OS II i.a.5 .0 r><>< CO . C ii^& fih oS a ill a ' » 9 'S is go cqH 6m o -S SI" I gWOoM a as EH P-^ ai Mq ^ do ; :„• a m I p.*^M a S'o : I'S Mian's" ooi-;iii3 sa ao a'' h^ P i rn* 5 « > F a s o ! I+i '.CD • ■ 9 m h log** ig ■30 I" .tH a" o"§ s is sa : \i. ■^ « b- VI? o— » *? Q ^\ -to |S 3S OS? So no 19 •' c a :s »a -s IS-: slg| 4a SjV **>*!* •lll|;2 S — 'O OIK Ill's'"' ghtoSg oa a3» S6» 57 amount of, required upon organization 55, 77 of corporations not to be reduced • 222 Capital-stock : impaired, duty of superintendent 66 of marine companies ^ 99 reduction of 67, 176 increase of ' 178 of fire and marine companies 180 and surplus how assessed for taxes 200 Casualty insurance companies : incorporation of S3 estimating condition of .■ 68 Certificates : of assignment or conveyance made by superintendent to be re- ceived in evidence and recorded 6 Certificates of agents' authority : to be obtained and filed 29, 65 renewal of 30 revocation of, by superintendent 33 fees for 77 Charges for policies 79 Charitable, benevolent and beneficiary associations, socie- ties AND corporations l6l not amenable to general insurance laws 161 to report annually to superintendent 161 form of report 162 fees to be paid by 162 no deposit required by 162 penalty upon, for refusing to report 162 office of, etc 162 certificate of authority to do business by 163 subject to supervision of superintendent 163 may be restrained from doing business 163 act in relation to, does not apply to insurance companies 163 officers of, penalty for neglect of duty 163 reports of 164 funds of, how invested 164 may hold property donated 164 not to hold property beyond amount determined by charter or the laws 164 INDEX. 299 Charters I i . PAGE. what to contain to be examined by attorney-general*.". .".'.".".'.'.'.* It duration of. ' of companies changed from mutual to •joint-stock'extVnde'dV. ." ." " ut to contmue until repealed 2^ of marine companies '.[.' i;* " ^'^e '/oV, 'i";;, 116 of corporations subject to repeal, etc .-...!........ 220 Claims against insolvent corporations i^e Clerks in insurance department names and compensation of, to be reported annually r to receive no gifts from insurance companies 5 Clerks of receiver : how paid , g^ Closing up of companies : act relative to , j„- Collectors of taxes jq- Commissions of receivers gg 2,6 Companies : not to make any payment or gift to superintendent or employees of insurance department e insurance, may be examined by department . . 4, 36, 37, 38 to pay certain fees to the department ' g authorized to change time of termination of their fiscal years 7 to make reports to department y insurance, act for incorporating 13 joint-stock, in New York and Kings counties 14 not to do mercantile business 14 mutual, conditions upon commencing business 15 not to hold real estate except for certain purposes 17 may have a seal ig may increase capital stock, change names, etc 23 to make annual statement to insurance department 25 to respond to inquiries of superintendent 27 when foreign, may take risks 27 foreign, to appoint attorneys upon whom process may be served. . 28 place of business of, to be advertised by agent 30 proceedings for winding up insolvent 31 false statements by 42 may consolidate 43 changed from mutual to joint -stock, charters extended 49 to be bodies corporate and politic 58 foreign, to comply with certain conditions 62 foreign, to file statements 6^ winding up of, when insolvent '. , , 81 300 INDEX. Companies— '(Continued). page. marine insurance 97 foreign, to make annual statements. 123 to publish statements of unclaimed dividends 171 for insuring against horse stealing, etc. . .; 171 may have lien upon stock of members 175 investments by ■ 179 names of 181 Compensation of receivers 86, 246 Comptroller : to audit charges for examining insurance companies, etc 4 Conflagrations, extraordinary : act relating to 36 Cooperative societies, associations, etc 160, 161 Corporations, generally : {See Taxes, Moneyed Corporations, Foreign Corporations, Joint- Stock Companies and Receivers): Corporations : may maintain suits at law 58 provisions of constitution, relative to 194 how created 194 debts of, how secured 194 term, defined 194 certain associations to publish notice of application for charter . . 195 publication of such notice, how made 195 contents of such notice 195 liable to taxation • . . 196 officers of to make certain statements to assessors 196 and to comptroller 197, 201, 205 how assessed for taxes 198 general powers of 218, 219 exercise of banking powers by, prohibited 219 liability of stockholders of 220 quorum of directors of 220 forfeiture of corporate powers of 220 charter of, subject to repeal, etc 220 trustees in case of dissolution of. 220 powers of trustees of. 221 certain books of, to be kept open 221 dividends by, from surplus profits only 222 capital of, not to be reduced 222 certain notes of, not to be discounted 222 liability of directors of 222, 223 amount of debts of, permitted 223 certain transfers of property by, prohibited. 223 powers and proceedings of supreme court respecting elections of, 224 certain by-laws of, to be published 224 INDEX . 301 Corporations — (Continued). ^^^^ elections of directors, etc., of 224 oath of inspectors of elections of 22^ not to interpose defense of usury 226 term, defined 227 may extend term of existence in certain cases 227 may hold real estate in other States 228 when certificates of stock of, lost to issue new ones '.'.'. 228 purchasers of franchises sold under mortgage by, may form new corporations , 230^ 23^ of other States may purchase at certain foreclosure sales, etc 232 may reduce capital stock, when and how , 233 may change preferred stock for common stock 234 supervisors to forward list of, to comptroller 235 sales and purchases of land by 235 receivers of 238, 241, 243, 244 collection of debts against 240, 241, 242 voluntary dissolution of 243, 249 (See Dissolution of Corporation^ service of process on 253, 254, 255 actions by or against ■, 255 {^See Actions.') actions for dissolution of 258 {^See Dissolution of Corporations?) actions by the people to annul 262 officers and agents of, must testify in actions for dissolution of .. . 264 removal or suspension of officers of, by court or judge 266 miscellaneous provisions of Code of Civil Procedure relative to . . 269 "domestic " and "foreign," terms defined 271, 272 criminal proceedings against 272 frauds in organization and management of. 273 insolvency of^ deemed fraudulent, when 276 bribery of officers of 279 Corporators : • to be responsible for debts 22 to file declaration 54 to publish certain notice in State paper 55 to deposit $100,000 with superintendent 56 to adopt seal, make by-laws, etc 58 number of, in marine companies 97 of marine companies to file declaration with department 98 of marine companies, liability of 108 of town insurance companies 140 County clerks : entitled to certain fees 34, 66 County clerk's office : cerlSficates to be filed in 65 302 INDEX. PAGE. County and town insurance companies 146 corporators of 146, 152 object of 146, 152 applications for insurance in 146 directors of i 146, 150, 152, 156 by-laws of 147, 151, 157 statement to be made and filed by, before commencing busi- ness 147, 153 when business may be commenced by 147, 153 records of 147, 153 policies of - 148, 154 undertaking of members of, to pay losses 148, 154 proceedings by, in case of loss 148, 154 classification of risks by 148, 154 assessments on members of. 148, 149, 155 . time for paying assessments to 149, 156 how notices of assessments served by 149 actions may be brought by, for assessments 149, 155 penalty for neglect of officers of 149 limit of operations by 149, 151, 156, 157 annual statement to be made by 150, 156 withdrawal of members of 151, 157 admission of members in 151, 157 officers of 153 members of, may be excluded for non-payment of assessments. . 155 , time for continuance of, extended twenty-five years 159 Court : to appoint receivers 36 Creditors : rights of, when companies consolidate 45 of husband cannot claim insurance when made for benefit of wife 71 assignments for benefit of, by insurance companies 170 meetings of, to be called by i^ceivers 246 may be brought into action for dissolution of corporations 264 Criminal proceedings against corporations ,. 272 D. Debts of corporations 223 collection of , 240 order of payment of, by receivers 246 Declaration : to be filed by corporators 54 to be certified and recorded 54 by corporators of marine companies 98 INDEX. 303 Definitions : page. " agents " 30 "broker" 2i "corporations " 194 "domestic," and "foreign" corporations 271, 272 "directors" 218, 277 " effects " 218 "evidence of debt"..... 218 " moneyed corporation " 217 " year " 19 Department, insurance : act to establish 4 charged with execution of insurance laws 4 clerks in 4 expenses of, to be reported annually 5 seal of 6 to be provided with offices 6 fees to be paid to 6 expenses of, above fees, to be assessed upon insurance companies, 7 to cover all fees and perquisites into treasury .' 9 to collect annual tax from foreign companies 65 Deposits : special 78 to be made with superintendent 55 Deputy superintendent of insurance department 4 to take official oath S Directors : to make by-laws 18 when, personally liable ■ . 32 of mutual companies not to be voted for by proxy 35 majority of, must be citizens of this State 87 of marine companies, when personally liable 106, in of town insurance companies 141, i43> ^45 of county and town insurance companies 146, 150, 151, 156 in charitable institutions to receive ho compensation 161 of companies formed to insure against horse stealing, etc. .. 172, 174 reduction of number of 180 term, defined 218, 277 of corporations, liability of 222, 223 actions against, for misconduct 257 by whom to be brought 257 of stock corporations, misconduct of 275 chargeable with knowledge of affairs of corporation 276 participating in fraudulent insolvency, how punished 276 when presumed to have assented to proceedings 277 to disclose to associates fact of service of process upon theni, 277, 280 liability of, for use of money of corporation for purpose of bribery. 279 304 INDEX. FAQE. DiSCONTINUTNG BUSINESS BY COMPANY 69, 70 Dissolution of company 8i for failure of assets 6y Dissolution of corporations : , actions for 258 cases in which may be maintained 258 to be brought by the attorney-generjl 2cg temporary injunction in 259 receiver may be appointed in 260 additional powers and duties of temporary receiver in 260 making stockholders parties in 260 separate actions against stockholders, trustees, etc 261 proceedings in either action 261 judgment, property to be distributed , 261 stock subscriptions to be recovered 261 liability of directors and stockholders 261 Dissolution, voluntary, of corporations. {See Corporations, Re- ceivers, etc.): majority of directors may petition court for order to show cause. 249 proceedings in case directors are equally divided 249 contents of petition 250 affidavit tg be annexed to petition 250 order to be published 25 1 order to be served on stockholders and creditors 251 the hearing 251 application for final order 252 final order 252 certain sales, etc., void after petition 252 certain corporations excepted 252 Distribution : , of assets on dissolution of company 68 of surplus may be made to each policy 88 Dividends : to be made only from profits 18 penalty for improperly declaring yp to stockholders, reports as to 77 companies may make 87 of marine companies, when not to be made 108 unclaimed, of insurance companies 171 of corporations from surplus profits only 222 Documents, securities, etc. : relating to insurance in offices of comptroller or secretary of State, to be removed to insurance department 6 Duration of charters 34 of town insurance companies 144^ 1 jp INDii. ' 30s .^ E. Effects : PAoa. tenn defined 2x8 Elections : of corporations generally.....'.. ,'.',' 224 of moneyed corporations 215 Embezzlement : by agents made a larceny 179 Endowment policies. .• .'.'. 04 Evidence of debt : , term defined 218 Examinations op insurance companies :" tb be made by insurance department 4, 36, 37, 38, 47, 66, 86 charges' for ihaJkirig; first paid by the State 4 charges for, to be refunded by companies examined 4 result of, when to be published 31 superihleftdeht may publish result of 66 expanses of 68 Executors . powersof.. • .'.'.. 241 Expenses OF department : to be defrayed by fees •• •• : ■ • • 6 in excess of fees' received, to be assessed upon insurance companies. 7 to be reported annually. . , '... S ]^XTRA0RDIN4RY CONFLAGRATIONS : act relating to < 36 F. ' False statements by companies 42 Fees: to be paid by companies and persons for the support of insurance department ~ 6 tote paid county clerks 34, 66 for certificate of authority 77 Final accounting of receivers. 85 Fire and marine companies': capital stock of 180 Fire insurance companies: act for- incorporation of .... .'......; it::. ....".'. 13 Fire departments : toreceive certain taxes :........;'. .''121, 129 "^ Fiscal year : companies authorized to change time of termination of. 7 39 3o6 INDEX. Foreigners : page. certain insurance by, prohibited.- 167 Foreign companies : superintendent may refuse admission to...^ 9 when may take risks • . ■ 27 to appoint attorneys upon whom process may be served 28 to file copy of their charters, etc 28 limit of risks taken by 45 to comply with certain conditions 62 to file statements 63, 65, 73 to pay annual tax to department 65 to pay tax on certain premiums to fire department of New York city 120, 122 to make annual statements 123 to pay certain taxes to fire departments in cities and incorporated villages 121, 129 to make deposit and pay fines, fees, taxes, etc., 124, 12^,128, 134, 135 restoration of securities to 124 limit of insurance by 126 capital of, what shall be considered, etc 126 capital of, amount how determined 127 trustees of, how appointed 127 officers or agents of, may be examined under oath 127 must have certificate of superintendent 128 re-insurance by, restrictions upon 128 subject to supervision of superintendent 128 examination of affairs of 128 certificate of, may be revoked 128, 134 agents of, to give certain bond 130 conditions upon which they may insure in this State 131 not to remove causes into United States courts 132 must agree not to do business which State companies not allowed to do 132 penalties for violating laws 132 subject to same laws as home companies relating to holding of real estate 133 assets of, only those for . protection of policyholders in United States to be credited 133 New York city, local laws concerning 135 duty of agents of 226 may purchase at certain foreclosure sales, etc., in this State 232 evidence of incorporation of 232 when, may sue or be sued 256 superior city courts have jurisdiction of certain actions against . . 269 term defined 272 subject to same law as domestic corporations 277 Foreign countries : insurance in, upon property in this State 167 INDEX. -307 Forfeiture : PAOE. of policies not to occur without notice to pay premiums 88 of corporate powers 220 Frauds : in management of corporations 273 Fraudulent issue or transfer of stock of corporations 277 Funds : of companies may be invested in county, town or village bonds. . . 87 of charitable and beneficiary societies, how invested 164 of marine companies, how invested loi, 108 H. Health insurance companies: incorporation of e3 Horse stealing, etc., companies for insurance against.. 171 formation of companies 171 directors of 172, 174 articles of association to be filed 172 V. policies 172 undertakings to be given 172 duty of members in case of loss 173 assessments, when to be made 173 secretary of 173 liability of members «... 174 statement by secretary 174 withdrawal of members 174 by-laws 174 time of continuance 174 Husband's life : may be insured by wife 71 I. Impaired capital : to be made good by stockholders 32, 41 Imprisonment : for non-payment of penalties 34 Incorporation of life, health and casualty companies 53 Increase of capital stock 178 Injunction : upon dissolution of corporations 259, 263, 264, 265 Inland navigation insurance companies. 35 Insolvent companies : winding up and dissolution of ... 31 3o8 WI|^X. Insolvency : ^aqb. "of corporations deemed fraudulent, when 27*6 Inspectors of election: of moneyed corporations •. 214 Insurance, limit of , *. 4T> 4S» 46 against; daniage by lightning 48 against da.mage by Wind storms' or tornadoes.. ........ ..'.■....• 49 Insurance : certain, by forei^ers prohibited 167 in foreign countries 'on property in this'State .....'.... . . . . 167 of hiisbahds' life for benefit of Vite .".........'..'.....'..■...■..■. 71 companies, act for incorporating, certain 13 department, act to establish ..,", 4 Insolvent companies : winding up of 81, 175 duty of attorney-general in' reration to' .'...'. I .... ^ .......... . 67 Interest : rate of 60 on securities, companies may collect 56 Investment : of capital 16, 179 of coriipany funds may be made in county," town^ or village bonds '.'..'.........'.....'....'. 87, loi, 108 J. Joint-stock companies {See Corporations, etc.} : no dissolution of, by death of shareholder 236 number of managers of 23^ 238 ofienses against 236 purchase of real estate by, when allowed 237 when, may reduce capital 237 miscellaneous provisions of Code of Civil Procedure relative tp.. 269 in New York' and Kings 'cdurities. ... .' . .' ..i. '.'...'. ..'. 14 Judgment : in actions for dissolution of corporations 263 L. Liabilities of companies : how to be estimated 47 Lien : when companies may have upon stock of members 17S INDEX. 309 Life insurance companies: paob. incorporation of ........ J ..... ^ .^ ..... 53 taxatlioh of .■.'....'.. ^ 94 Lightning : ifisurance against 48 Limit of insurance '. . , 41, 45, 46, 54 Loans : of moneyed corporation, when to be called in. 210 by mutual companies 169 Losses : settlemeint of , ',.........., ...;... 20 of town insurance companies, how ascertained 142 M. Marine insurance: . ,' ^ ... , certain provisions of Revised Statutes made applicable to 169 Marine insurance companies {See Corporations) : number of corporators of - 97 kind of risks, may take ■•• 9?', may reinsure in certain cases 9^ corporactbrs of, must file declaration with department 98 stock books of, when to be opened 95. capital stock and premium notes of • • 99 incorporated by other States 99^ funds of, how invested loi) i°8 not to hold real estate except for certain purposes 102 corporate powers of, to be declared in charter .• ........ .. ip3 charter of, to be examined by attorney-general 103 superiiitehdent to see that capital of, is paidin. 103 niay make by-laws ' • • • • ,• i°4 to make kind puHlisK ahnuaV statements.. • 104 contents of such statements .'.....'. .•,■,■;•••.• ^°S form of, may'be changed. ..'..',,'. •• j • • • ...•••:.• •,•••,••.•,•■,• ^°S substance of, to be communicated to legislature 105 when to be wound up . ". .... • ' ' : : • ■ • • • ^°S' ^ ^° calls, when to be made on stockholders of. . • • • 105 when directors of, individually liable io6, in tra:nsfer of stock of, when not to release from liability 106, in existing, may' extend charter. 106 diirafibh of charters of • '••:••,* '°7 suits at law, how maintained by • •. • '°7 subject to Revised Statiifes 107 corporators of, liability of • 108 dividends' by, when not to be njade. 108 certain, authorized to increase capital stocks! 109^ 3IO INDEX. Marine INSURANCE companies — (Continued.) Pioi,, superintendent may examine affairs of log books of, to be open for inspection no ofi&cers of, may be examined under oath no results of examination of, to be published.. no winding up affairs of 105, 1 10 superintendent to revoke certificates of foreign in agencies of, may be established beyond the United States ...... 112 may create a cash capital 112 shares of stock of, how transferable 112 profits of, how to be divided 112 holders of cash capital of, how to vote 113 amount of aggregate capital and profits of 114 charters of, may be extended 114, 116 sums received from Geneva award by, how divided 114 amount which may be collected for agents by 116 Married women : assignment of policy for benefit of 92 MemberIs : of county and town insurance companies 151, 155, 157 of companies formed to insure against horse stealing, etc.. . 173, 174 Membership : in mutual companies 169 Merging : of insurance companies 24 Misconduct : of directors of stock corporations 275 Moneyed corporations {See Corporations) : restrictions on 208 profits of, how calculated 209 losses of, how charged. 210 loans of, when to be called in 210 certain conveyance for use of, invalid 210 penalties for violation of law by director of 211 annual statements of, to be sent to comptroller 212 contents of such statements 212 duty of comptroller in regard to statements 213 affidavits from, hereafter created 213 charter of, void if such affidavit is not filed 214 inspectors of elections of 214 elections of directors of 215 proceedings when election not held 216 by-laws of 216 transfer book of stock of 216 remedy, if person aggrieved by election 216 INDEX. 311 Moneyed corporations— (Continued). p^ok. term " moneyed corporations " defined 217 term " directors " defined 218 term " effects " defined 218 term " evidence of debt " defined 218 violation of duty by directors of 276 Mortality : rate of 60 table of 6j Mortgages taken by mutual companies 169 Mutilated policies and annuity bonds 80 Mutual benefit, cooperative societies, etc 160 {See Charitable and Beneficiary Societies, etc,) Mutual companies : conditions upon their commencing business 15 may become joint-stock 23 members of, not to vote by proxy 35 subject to taxation , 76 provisions relative to membership in, etc 169 may make certain loans 169 N. Names : of companies 181 of persons, unauthorized use of, in prospectus of corporations.. . 274 Navigation : inland, insurance companies 35 New YORK city : local laws concerning 135 tax on certain premiums to be paid to fire department of . . . 120, 135 Notes : to remain as security for losses. 19 o. Offices : to be provided for insurance department 6 Officers : of companies may be examined under oath _ 31 of corporation, publishing false report of condition of 276 of corporations, bribery of j 279 of corporations, removal of, by court or judge 266 of county and town insurance companies 153 312 INDE?^. Official bond : p^qk. of superintendent 5 Official oath : of superintendent and deputy.. 5 Organization of companies : amount of capital required upon 53 1 Tj P. Papers : executed by superintendent, with seal, to be received in evi- dence or recorded 6 copies, certified by superintendent, to have, same force as the original 6 Penalty : for superintendent or clerks of insurance dj^p3,rtn)?nt i;e<;^iv;ing. • •. 5 for improperly declaring dividend^,. . . 19 for not making statement 27 liow sued for and recpyered. 33 incurred in city of New York .............................. 33 imprisonment for non-payment of 34 for making false statements, etc 43 agents of foreign companies subject to certain - 130 foreigners subject to, for insuring property situated in this State... 1-67- fpr making certain insurance w.ithout, givipg, bppd • • . ., ,....•• 168 certain, 'hoyf collected and applied. 168 Pending suits : when companies inerg^e. 45 Plate glass : * insurance of. 90 Pleading : verification of, by corporation 269 Policies : what to appear on face of 22 to be canceled upon request 47 certain, may be surrendered, how '. 7^, certain, may be disposed of by will or deed 71 when registered, may be issued'. . ........ .1.. .'. 79 charges for 79 mutilated .■■■-, ; , ^i riot' to be forfeited ^ without notice to pjay^ premiums,. ..'......../ 88 for benefit of married women may be a^sigpe(3, , .1 ............. 92 in force three years, su^):en4er,Vfilu,e,off . .._..■ .'. . . . . '. .... . . . .'. ' 93 endowment ......',. '. '.\ 94 PASE. INDEX. 313 ?QI,?ciEs — (Continued). ■ of town insurance cc-.^ of county and town insurance companies 148 1^4 ot companies formed to insure against horse stealing, etc. -. Premiums : of town insurance companies j . i of county and town insurance companies '.'.'.'.",'.' "iVs ot companies formed to insure against horse stealing, etc .' 172 to be returned upon request 4- taxes on certain, to be paid to fire department. New York city, 120 122 ^RESIDENT : of town insurance companies, duties of 143 Proceedings : when company wants to stop business. ,. . . 69 Process : officer to disclose to associates fact of service of, upon him. . 277, 280 Profits of marine companies : how divided , J12 Property of charitable and beneficiary societies. 164 Proxy : members of mutual companies not to Vote by 35 « R. Rate of interest 60 Rate of mortality 60 Real h^tate : companies to hold only, for, certain, pui^oses 17 purchase of, by companies 57 sale of 58 right of marine companies to hold ib2 corporations may hold in other States; 228 Receivers : of companies to be appointed by supreme court 36 to cancel policy and issue certificate of indebtedness 47 to report certificates of indebtedness issued by him , 48 of insolvent companies, duties of 81, 82^ 85 proceeds of. sale of securities to .be paid to 82 final. acQQUQting; of, .-^ 85 compensation of 86, 246 and trustees to make certain statements 178 of- corporations, powers and duties of 238, 241, 243, 260 to give security , 243 authority of 244, 245 to prosecute for arrears of stock 244 to give< notice ofi appointment' 244 40 314 INDEX. Receivers — (Continued). pagb. certain sales by, void. 245 debtors to account to 245 may refer controversies 245 to call meetings of creditors 246 course with regard to subsisting contracts 246 commissions of 86, 246 may retain certain moneys ••-• ■ 246 order of payment of debts by 246 second and final dividends by 247 debts not exhibited to 247 surplus to be paid by, to stockholders 248 distribution of moneys retained by 248 ' subject to control of court 248 accounting by 248 settlement of account of 248 relative to order appointing in certain cases 265 Records : of county and town insurance companies 147, 153 Reduction of capital stock : 67, 176 Referee : to determine claims against insolvent corporation 175 proceeding? before 175 Registered policies : when may be issued 79 Re-insurance : companies may effect 13, 46, 89, 90 of registered policies of insolvent company 82 by marine companies. . 98 Removal of officers : of corporations by court or judge 266 Reorganization of existing companies 77 Report by superintendent : to be made annually 5 to be printed 5 Reports by companies 47 of charitable and beneficiary societies to the superintendent 161 Reserve fund : required in case of re-insurance 46 Restriction upon amount of single insurance 15 Revised Statutes: certain provisions of, made applicable to marine insurance. . . 169 INDEX. 315 Revocation of certificates by superintendent 33 Risks NOT MATURED jg limits of V taken by marine "companies.' .".'.'.'.'.'.".'.'.'.'.' V.V.".V.'.V. !^.''. f.^! .t .' 98 Salary : of superintendent of insurance department 4 of clerks in insurance department 4 Seal: of insurance department, 6 companies may have ,\\\ 18 Securities : transfer of, to be countersigned by treasurer 8 bearing any rate of interest may be received on deposit by super- intendent g may be changed \ 29 companies may collect interest on 56 when to be delivered up by superintendent 69 withdrawal of. 80 interest upon 80 Special deposits with superintendent y8 Statement : to be made annually by companies to department 25, 59, 65 printed forms for, to be furnished by superintendent 27, 60 contents of, to be communicated to legislature 27 penalty for not making 27 companies not to make false 42 annual supplemental '. 65 annual, when to be made 77 marine companies to make 104 foreign companies to make, annually 123 of town insurance companies 143, 145 by county and town companies 147, 150, 153, 156 by charitable and beneficiary societies 161 of unclaimed dividends by companies 171 Stock : effect of transfer during investigation 32 of marine companies, how transferable 112 when companies may have lien on, belonging to members 175 when certificates of, lost, new ones to be issued 228 fraud in issue of 274, 277 3*6 Il^fDEX. Stockholders : ' pAak to make impaired capital good 32 dividends to, reports upon ; 77 of corporations, liability of 220', 261 to be made parties to actions for dissolutioif of corporations .... 260 Stopping business : proceedings upon, by company 69 Subscriptions for stock : fraud in 273 Suits pending : when companies merge 45> Suit at law : may be maintained by corporation .• 58 Superintendent of insurance department : how appointed -.' 4 salary of ' 4 deputy of 4 to examine companies 4,- 36 official oath of 5 to give bond 5 to make annual reports ' 5 powers of 5 receiving gift from insurance companies guilty of a misdemeanor, 5 not- to be interested in any iii^irahce'coinpany, except" as pdlicy- holder 5^ to devise a seal 6 to ' have charge of all' books, pafierb,' documents, sedurities, etc., relating to ihsurati tie" hferetoford ' in offices of comptroller and secretary of State. 6 to assess expenses of department, in excess of fees received, upon companies 7 to collect fees from companies for eixpie'risfes of department. ... 7, 65 may refuse permission to foreign compaiiies' tcf do business' in this State ' 9 may receive, on deposit, securitiefs bearing any ratfe of interest.. . 9 to fiirnish forms for annual statement 27, 60 to apptoint'petsons to make examinations. 31, 66 to revoke certificates, when ., 33 to insert certain interrogatorie's'as to assets and liabilities in blank reports 47- to furnish certificate of depositi , 57 to make certain' valuations. 60 riiay publish result of exarhinations... 66 duty of, when capital stock is impaired. 66 when to deliver up securities 69 bonds to be delivered to'. 80 JKfElEX. 317 Superintendent of insurance department — (Continued). eagb. may address any inquiry to companies •••,•• •,■••••• 27, 86 may examine affairs o;( marine cpijfipanies. 109 to authorize beneficiary societies to do business^ -v^ljen... ,....,.. 163 may authorize re^iuctipn of capital stock. .,..' i ,'......,,,. 177 to publish bank balances. .......... ..1. .,,.,...., 182 Supervisors : duty of, relative to taxing corporations 199 Supplemental annual statement ,••,•,■,•• •.•.•,•■ 65 Supreme court : to appoint receivers , 36 powers of; relative to elections of corporations 224 Surplus capital : investment of 16 may be distributed- to each policy 88 Surrender of policies 71 surrender value of policy in force three years .•■•.,..• •.• • •, 93 Suspension of officers of corporation : by court or judge •■..•• 266 T. Table OF mortaj-ity 61 Taxation : mutual life companies subject to •••.••• • ••, •.• 7^ of life insurance companies • •• •• 94 Ta.x on, certain premiums.: to be paid to fire-department of- New York city, 120, 122, 135 Taxes : foreign companies to pay certain, to fire departments in cities and incorporated villages r 12I) 126 corporations liable to pay 19" certain statements to be made to assessors 196 and to comptroller i97» 201, 205 hpw ^pe^ssedt ••■.•• ..••.• •••■ ■• 198 to be stated and collected • ^99 4iity of supe.ryisflrs rejatiye thereto •-• ^99 duty oif collector ^99 how paid ••••••,• • • • 199 proceedings, when not cqllected. 199 capital stock^and surplus, how assessed for...... ,••••. 200 certain acciiinuiations not liable for. ..... 201 sequestration of property . for. ■•,-• 201 3i8 INDEX. Taxes — (Continued). page. valuation of capital stock for taxation 202 certificate of valuation to be forwarded to comptroller 202 appeals from valuation .... 202, 207 comptroller to add ten per cent to tax in certain cases 203, 205 annual tax on franchises or business 204 when payable 204 corpora,tions exempt from, for State purposes, except on real estate 206 how applied 207 comptroller to fix valuation in certain cases 206 proceedings by comptroller upon refusal to report 207 comptroller may issue subpoenas and examine witnesses 207 Tornadoes : insurance against • 49 Town insurance companies 140 corporators, number of. 140 directors, number of and duties 141 policies of 141 insured to give an undertaking 141 losses, how ascertained 142 insured property of 142, 143 president, duties of i 143 suits at law, may be maintained against members 143 directors, how chosen 143, 145 annual statement of 143, 145 withdrawal of members from 144 non residents may become members 144 may make by-laws 144 duration of 144, 159 law repealed as to new companies 145 {See County and Town Insurance Companies.) Treasurer, State: to keep record of transfers of securities 8 to countersign transfet of securities 8 to report transfers to legislature 8 to have access to books of insurance department 8 Treasury: all fees and perquisities received by insurance department to be covered into 9 amount to be paid into, by certain agents 167 Trustees: and corporators liable for debts 22 majority of, must be citizens of this State 87 in charitable institutions to serve without compensation 161 act to enlarge powers and duties of 170 and receivers to make certain statements 178 powers of certain 221, 241 INDEX. 319 Unclaimed dividends of insurance companies 171 Usury : corporation not to interpose defense of. 226 V. Valuations : superintendent to make certain 60 of capital stock, etc., for purposes of taxation 202 Verification of pleadings by corporation 269 W. Wife : may insure life of husband 71 insurance for benefit of, not subject to claim of creditors 71 Wind storms or tornadoes : insurance against damage by . « 49 Winding up : of insolvent companies 67* 81, 105, no Withdrawal : of securities 80 of members of town insurance companies 144 of members of companies formed to insure against horse stealing, etc 174 Year : fiscal, companies authorized to change time of termination of. . . 7 definition of 19