Proviso Limitation. ascertain the intention of the parties; and provided also, that the legislature may at any time hereafter amend or modify this act. 17. And be it enacted, That this act shall continue in force thirty years, unless sooner repealed, and shall take effect immediately. Approved April 22, 1868. Corporators. Name. Proviso. CHAPTER DLXVI. An Act to incorporate the International Life Insurance and 1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That Garret S. Boice, John Lamb, Blakeley Wilson, William B. Ranken, Thomas Taylor, Joseph M. Brown, Aaron C. Goodman, Stephen L. Fraleigh, Archibald K. Brown, James Cassedy and Hosea F. Clark, and all others who may become associated with them as stockholders as hereinafter provided, their successors and assigns forever, be and they hereby are created and made a body corporate and politic, for the purpose of life insurance and for the other purposes hereinafter mentioned, by the name of "The International Life Insurance and Trust Company," and by that name shall be and hereby are empowered to purchase, have, hold, possess and enjoy to themselves and their successors such lands, tenements, hereditaments, goods, chattels, and effects of every kind, as may be necessary to the transaction of the business of said company, and the same to grant, alien, sell, invest and dispose of; to sue and be sued, plead and be impleaded in all courts of justice; to have and use a common seal, and the same to renew and change at pleasure, and to ordain and put in execution such by-laws and regulations as they may deem proper for the well-ordering and government of said corporation and the transaction of its business; always provided, they be not repugnant to the laws of this state or of the United States, or to the provisions of this act of incorporation. capital stock. 2. And be it enacted, That the capital stock of said com- Amount of pany shall be five hundred thousand dollars, divided into shares of one hundred dollars each; but when one hundred thousand dollars shall have been actually subscribed and fifty thousand dollars paid in cash, the said company may organize and proceed to business under this act. installments. 3. And be it enacted, That the capital stock of said cor- Payment of poration shall be transferable according to the rules and regulations of the company, to be expressed in their by-laws; and if any subscriber of any share or shares of said stock shall, after the payment of his subscription installment as hereinafter provided for, neglect or refuse to pay for, or to secure the payment of the residue of the stock by him subscribed, for the space of sixty days after the same shall become due or required, and after he shall have been notified thereof, the stock of such negligent stockholders shall be sold by the directors at public auction. giving at least twenty days' notice thereof in some newspaper printed in Hudson county, New Jersey, said notice to be printed at least once in each week during said period of twenty days; and the proceeds of such sale be first applied in payment of the installment called for if the whole be not due, and in payment of the expense of such sale, and the balance, if any, shall be refunded to the owner of said stock; and such sale shall in all respects entitle the purchaser to all the rights of a stockholder to the extent of the shares so bought. lives. 4. And be it enacted, That said corporation is authorized May insure and empowered to make insurances, predicated upon the lives of persons, and on such terms and conditions as shall be from time to time ordered and provided for by the by-laws of said corporation; and to make contracts upon any and all conditions appertaining to or connected with life risks, of whatever kind or nature, and policies may be issued, stipulated to be with or without participation in profits by the insured. woman may her husband. 5. And be it enacted, That policies may be issued by the Married said company to any married woman in her name, or in the insure life of name of a third person as trustee, to cause to be insured the life of her husband for any given period, or for the term of his natural life; and in case of her surviving her husband the sum or net amount of insurance shall be payable to her for her sole use and benefit, free from any claims of either or any of the creditors or representatives of her husband; and in case of the death of the wife before the decease of the hus Creditors of husband not ted. band, the amount of the insurance may be made payable after 6. And be it enacted, That policies of insurance issued by to be benefit said company on the life of any person, expressed to be for the benefit of a married woman, whether the same be effected by herself or her husband, or by any other person in her behalf, shall ensure to her separate use and benefit, and that of her or her husbands children, if any, as may be expressed in said policies, independently of her husband and his creditors and representatives, and also independently of any other person effecting the same in her behalf, his creditors and representatives. Child may insure life of parent. Affairs to be board of direc tors. 7. And be it enacted, That it shall be lawful for any child by himself or herself, and in his or her name, or in the name of any third person, as his or her trustee or guardian, to cause to be insured for his or her sole use, the life of his or her parent, and the sum or net amount of the insurance becoming due and payable by the terms of the insurance, shall be payable to him or her, and for his, her or their own use, free from the claims of the representatives of his or her parent, or any of his, her or their creditors. 8. And be it enacted, That the office of the company shall manage by be located in the city of Jersey City, and the stock, property, and affairs of said corporation shall be managed and conducted by no less than seven nor more than nine directors, a majority of whom shall reside in this state, and after the first year of the organization of this company, are all to be chosen by ballot from among and by the stockholders, which directors, as also those of the first year, shall hold their offices until the first Tuesday in January next ensuing their election or appointment, and until others are chosen to supply their places; and the annual meeting for the choice of directors shall be holden at the city of Jersey City, on the first Tuesday in January, or on such other day of the month of January as shall be determined by the by-laws of the said corporation; in the choice of directors as aforesaid each stockholder present, or represented by his attorney, shall be allowed one vote for each and every share of stock then held by him, and none but stockholders shall be eligible to the office of director, and a majority of said directors shall constitute a quorum for the transaction of business; dividends of profits to stockholders may be made in January and July of each year. elect directors dissolution. 9. And be it enacted, That if it shall so happen that an Failure to election of directors of said corporation shall not be held at not to work a the time of the annual meeting thereof in any year, said corporation shall not be dissolved thereby, but an election may be had at any time within one year thereafter, the time to be designated, and notice thereof given by the directors; and public notice by order of the directors shall always be given at least ten days previous to any meeting of the stockholders, in a newspaper printed in Hudson county, and in such other way as may be deemed expedient by the directors; and the president shall have power to call special meetings of the stockholders, whenever requested so to do by a majority of the directors. ers to receive 10. And be it enacted, That to carry out the provisions of Commissionthis act, and to organize the said corporation, Aaron C. Subscriptions. Goodman, Noah D. Taylor, Stephen L. Fraleigh, be and they hereby are appointed commissioners for the purpose of receiving subscriptions to the capital stock thereof, and the first installment thereon, and as such are hereby authorized to receive such subscriptions, and to close the subscription books of said company when the said capital stock shall be fully subscribed, or in case the capital stock shall be over subscribed, to distribute and apportion the same among subscribers, as the said commissioners shall deem proper, and each subscriber, at the time of his subscribing, shall pay to the aforesaid commissioners, ten per centum of the entire amount of his subscription, and the residue to become due at such times and in such sums or installments as the board of directors shall determine; and the persons first herein named shall constitute the first board of directors, who shall hold their offices, with all the powers given to directors by this act, until others are chosen to supply their places; the directors shall adopt such by-laws, rules and regulations as may be necessary and convenient for commencing and carrying on business under this act. directors 11. And be it enacted, That the directors may choose a Powers of president, vice president and secretary of their corporation, and appoint such other officers, clerks and agents, and establish such agencies as shall be by them deemed advisable for conducting the business of the company; fix their compensations, and take bonds from any or all of them for the faithful performance of their duties, and make such covenants and agreements as may be deemed necessary; the president and Policies of insurance. General pow. ers. vice president shall be chosen from among the directors, and shall hold their appointment for one year and until others are chosen to supply their places, but the other officers, clerks and agents of said company may be displaced and new ones appointed at the pleasure of the directors; in the absence or disability of the president the vice president shall preside, and if both are absent or disabled, the directors may choose a president pro tempore; and in case any vacancy shall occur in the board of directors, the remaining directors may choose a director or directors from among the stockholders to fill such vacancy, who shall hold their appointment until other are chosen to supply their places. 12. And be it enacted, That all policies of insurance or other contracts, authorized by this act, may be made with or without the seal of said corporation, and shall be signed by the president and secretary, and being so signed and executed, shall be binding and obligatory upon said corporation according to the true intent and meaning of such policies and contracts, subject at all times to the by-laws of said company. 13. And be it enacted, That the said company shall have power to guarantee the payment, punctual performance, and collection of promissory notes, bills of exchange, contracts, bonds, accounts, claims, rents, annuities, mortgages, choses in action, evidence of debt, and certificates of property or value, and the titles to property, real or personal, upon such terms as may be established by the board of directors of said company; to receive upon storage, deposit or otherwise, merchandise, bullion, specie, plate, stocks, bonds, promissory notes, certificates and evidences of debt, contracts or other property, except household furniture and wearing apparel, and to take the management, custody and charge of real and personal estate and property, and to advance moneys, securities and credits upon any property, real or personal, on such terms as may be established by the directors of said company; and that the capital stock and funds of said corporation may be invested and reinvested in, and loans made upon, bonds and mortgages on real estate within the state of New Jersey, and the bonds and stocks of said state and of the United States, and upon such other security as the board of directors may see proper; and that said corporation may receive, in addition to the interest upon such loans a commission for the transaction and making said loans. |