Chapter XLIX. *to Incorporate an Insurance Company in the City of Washington.* Feb. 16, 1857. *Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled,* That Silas H
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Chap. XLIX.— An Act *to Incorporate an Insurance Company in the City of Washington.* Feb. 16, 1857. *Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled,* That Silas H. Hill, William B. Names.Todd, Samuel Bacon, William Wall, Benjamin Beall, Charles Miller, Joseph Bryan, M. W. Galt, Augustus E. Perry, J. C. McGuire, William F. Bayly, Walter Harper, Walter Lennox, and William T. Dove, and their associates and successors, shall be, and they are hereby declared to be, a body politic and corporate by the name and style of the Washington Title.Insurance Company, for the purpose of making insurance on dwellings, houses, stores, and all other kinds of buildings, vessels in port, house General powers.furniture, merchandise, and all other kinds of property, against loss and damage by fire; and also to make insurance on vessels, merchandise, freight, specie, bullion, commissions, profits, bank-notes, bills of exchange, and other evidences of debt, bottomry and respondentia interests, and all other personal property, or interests in or touching property at sea, land or water; and that the corporation hereby created shall, by the same name, have succession, and shall be capable in law to sue and be sued, implead and be impleaded, in all courts of law and equity, or elsewhere, and to make and to have a common seal, and the same to break, alter, and renew at their pleasure.
Sec. 2. *And be it further enacted,* That the persons named in the foregoing section, or a majority of them, are hereby authorized to open a Capital stock how raised.subscription in the city of Washington for raising a capital stock of two hundred thousand dollars, in shares of twenty dollars each, and that each person on subscribing, shall pay to the persons above mentioned four dollars on each share subscribed for; and that the remainder of the said twenty dollars shall be secured by negotiable notes, signed and endorsed to the satisfaction of said persons, or a majority of them, and payment thereof may be demanded at such times and in such proportions as the president and directors hereafter mentioned shall judge advisable, giving six weeks’ notice in three of the gazettes printed in the District of Columbia.
Sec. 3. *And be it further enacted,* That every subscriber shall be entitled to vote by himself, his agent, or proxy, appointed under his hand Voters.and seal, attested by two witnesses, at elections made by virtue of this act, and shall have as many votes as he holds shares; and every stockholder, not in debt to the company, may, with the assent of the president and directors, in person or by power of attorney, assign and transfer his Transfer of shares.stock in the company on the books of the same, or any part thereof, not less than a share; but no stockholders indebted to the company shall be permitted to make a transfer or receive a dividend until such debt is paid or secured to the satisfaction of the president and directors.
Sec. 4. *And be it further enacted,* That as soon as five thousand shares shall be subscribed, the persons hereby authorized to receive subscriptions shall call a meeting of the subscribers, giving two weeks’ notice in two First meetingof the papers printed within the District, and the subscribers who shall assemble, in person or by proxy, shall choose, by ballot, from among the stockholders, by a majority of votes, nine directors, who shall continue in 498 THIRTY-FOURTH CONGRESS.
Sess. III. Ch. 49. 1857.office until the first Monday in September, in the year one thousand eight Annual meeting. Directors.hundred and fifty-seven; on which Monday in September in every succeeding year thereafter, an election shall be held for nine directors as aforesaid, who shall continue in office for one year from the time of their election, and until others shall be chosen in their stead. And the said directors, at their first meeting, shall choose from among themselves, or President.from the stockholders at large, a president, and allow him a reasonable compensation for his services; and, in case of death, removal, resignation, or other disqualification of the president, or any of the directors, the remaining directors may elect others to supply their places during the remainder of the term for which they were chosen; and in every case Vacancies.where one of the directors shall be chosen president, the vacancy shall he supplied as in case of death, removal, or resignation; that the persons Committee to superintend elections.hereby authorized to receive subscriptions, or any three of them, be a committee to superintend the first election of directors, and a committee of three stockholders be appointed by the directors to superintend every succeeding election.
Sec. 5. *And be it further enacted,* That the members of the company Responsibility of shareholders for losses.shall not be liable for any loss, damage, or responsibility arising from any contract of insurance other than the property they have in the capital or funds of the company, to the amount of the shares respectively held by them, and any profits arising therefrom not divided: *Provided,* The said corporation shall from time to time apply all sums of money received by them for premiums to the payment of losses in make up the amount of their original capital suffered any diminution by losses.
Sec. 6. *And be it further enacted,* That the president and directors Power to insure.shall have full power and authority to make insurance on dwellings, houses, stores, and all other kinds of buildings, vessels in port, house furniture, merchandise, and all other property against loss and damage by fire; and also to make insurance on vessels, merchandise, freight, specie, bullion, commissions, profits, bank-notes, bills of exchange, and other evidences of debt, bottomry and respondentia interests, and to make all and every insurance connected with marine risks of transportation and navigation; and to cause said company to be reinsured, when deemed expedient, against any risk or risks on which it may make insurance.
Sec. 7. *And be it further enacted,* That it shall be the duty of the Power and duties of president and directors.president and directors to superintend the concerns of the company in all things not otherwise herein provided for, and to cause a proper office to be kept in the city of Washington for the transaction of business; they shall have power to dispose of, according to the provisions of the second section of this act, the shares remaining unsold at the formation of the company; to appoint a secretary and other officers or agents, and to make such compensation for their services as they may deem proper.
The president and directors shall hold stated meetings, at least once in each month, and at every such meeting shall examine the state of the company’s affairs, and act on all matters and things which may come before them, and they shall hold such other special meetings as they may deem necessary, or when thereunto notified by the president; the president and three directors, or, in the absence of the president, five directors, shall constitute a quorum. Duties of secretary. Sec. 8. *And be it further enacted,* That the secretary shall attend daily at the company’s office, and receive applications for insurance, and shall, whenever he may deem it necessary, examine alone or jointly with the directors, the property offered for insurance; he shall cause all the property belonging to the company to be safely kept; shall receive all moneys paid into the office, and shall deposit the same in bank to the credit of the &x201C;Washington Insurance Company,” subject to be drawn by check or checks signed by the president; he shall sign all policies; and he shall THIRTY-FOURTH CONGRESS.
Sess. III. Ch. 49. 1857. 499exhibit to the board at each of its stated meetings a full statement of the affaire of the company, and cause the same to be recorded; and said statement shall at all limes, during office hours, remain subject to the inspection of all persons holding policies of the company. Sec. 9. *And be it further enacted,* That the secretary, with the concurrence Same subject.of the president, shall have power to make and execute contracts of insurance in behalf of the company; and also to cause said company to be reinsured, when deemed expedient, against any risk it may have insured.
But the board may, by a by-law, restrict the authority of the secretary and president in this respect, and a larger sum than fifteen thousand dollars shall not be taken at any one risk. Sec. 10. *And be it further enacted,* That the president and directors shall have full power and authority, by a vote of not less than a majority of the whole board, to establish by-laws and such regulations as may be By-laws.necessary to regulate the concerns of the company: *Provided,* They be not contrary to this act, and to the laws and Constitution of the United States.
Sec. 11. *And be it further enacted,* That the president and directors Investments.shall have full power and authority to invest the capital and surplus funds of the company, from time to time, in public funds and other securities, and generally to invest and dispose of the capital, money, and property of the company, as they shall deem most advantageous. Sec. 12. *And be it further enacted,* That the said company shall have authority to loan its funds, or any part thereof, to the holders of its Loans to policy holders.policies, upon the security of the mortgages on unencumbered real estate within the county of Washington, insured by them; but never in amount exceeding one half the sum insured thereon; the said loans when made, to be subject to reimbursement after a period of sixty days, unless at the expiration of said credit the company shall agree to a renewal of the same.
Sec. 13. *And be it further enacted,* That the said company shall not be competent to purchase, take, or hold any real estate other than such as Not to hold real estate except, &c.shall be requisite for its immediate accommodation in relation to the convenient transaction of its business, and such as shall have been *bona fide* mortgaged or conveyed to it by way of security, or in satisfaction of debts contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts.
Sec. 14. *And be it further enacted,* That all policies of insurance and notes or obligations of every description, shall be signed by the president, and countersigned by the secretary; and no promissory note or obligation, Instruments how signed.except contracts of insurance, shall be given without the previous vote of the board of directors; and no sale or transfer of stock or property shall be made, nor any mortgage or bond discharged, except in pursuance of a vote of the said board.
Sec. 15. *And be it further enacted,* That a semi-annual statement Semi-annual statement to be made and published.shall be made of the company’s business, on or before the first Monday of January, and the first Monday of July, in each and every year, which statement shall be signed and sworn to by the president and secretary of the company, and be published in some paper printed in the city of Washington, in order to ascertain the net earned premiums, as near as may be, for the preceding half year; and if it be ascertained that, after payment of all claims against the company, any profits have been made during this period, the directors, or a majority of them, may declare a dividend of said profits, which shall be paid within ten days thereafter;
Dividends.but it shall not be lawful to divide more than two thirds thereof clear profits until, by the half-yearly appropriation of the other third thereof, a contingent fund of twenty thousand dollars shall be formed, and, as often as the fund shall be impaired by losses, the president and directors shall continue the half-yearly appropriation aforesaid until it be restored to the amount before mentioned. 500 THIRTY-FOURTH CONGRESS. Sess. III. Ch. 51, 52, 53. 1857. No banking powers given.
Sec. 16. *And be it further enacted,* That nothing in this act shall be so construed as to authorize this corporation to issue any note, token, device, scrip, or other evidence of debt to be used as currency. Sec. 17. *And be it further enacted,* That the members of the said corporation Individual liability of stockholders.shall each be liable in his or her individual capacity for all debts created by such corporation in favor of persons not members thereof, to be recovered by action of debt in any court having jurisdiction thereof.
Duration of this act. May be amended, &c. Sec. 18. *And be it further enacted,* That this act shall be and continue in force for and during the term of thirty years from and after the date of its passage, but Congress may, at any time hereafter, amend or repeal the same. Approved, February 16, 1857.