taining a reserve fund of two hundred thousand dollars; one-fifth of the residue shall be credited pro rata upon the stock notes of the stockholders until such notes shall be fully paid, after which to be paid to the stockholders in cash as a surplus dividend over and above the seven per cent. provided for in the sixth section of this act. The residue of the said balance shall be credited to such policyholders as are entitled to participate in profits, in proportion as each policy has contributed by premium, and interest on premium reserve, to the production of surplus, and shall be payable in cash to holders of paid-up policies, and shall be credited to the premium account of the other participating policy holders.

Sec. 8. The directors shall have power, in case of the non-payment of the premiums when due, or other violations of the conditions of any policy issued by said Company, to declare such policy forfeited, and to cancel the same, and in case of such forfeiture of any policy, all payments which shall have been made thereon shall be forfeited to the Company, and all obligations of the Company contracted by virtue of such forfeited policy shall be and become null and void.

Sec. 9. Any policy of insurance which shall not exceed the sum of ten thousand dollars, issued by said Company on the life of any person, and expressed to be for the benefit of a married woman, whether the same be effected by herself or by her husband, or by any other person in her behalf, shall enure to her separate use and benefit, and that of her children, if any, or of such of her children as may be expressed in said policy, independently of her husband and of his creditors and representatives, and also independently of any other person effecting the same on her behalf, his creditors. and representatives; and such policy may be sued in the name of the person beneficially interested therein, or in the name of the representative of such person.

Sec. 10. The office of said Company shall be located in the city of Providence, and the stock, property and affairs of said corporation shall be managed and conducted by not less than nine nor more than twenty-one directors, to be determined by the by-laws of the Company, a majority of whom shall reside in this State, to be chosen annually by ballot, by and from among the stockholders, which directors first chosen shall hold their offices until the first annual meeting next ensuing their election, and until others are chosen to supply their places. The annual meeting for the choice of directors, after the first election, shall be holden in the city of Providence, at such time and place as shall be prescribed by the by-laws of the corporation. In the election of directors, each stockholder present, or represented by his attorney, shall be entitled to one vote for each share of stock by him held, and none but stockholders holding at least ten shares of stock in the Company shall be eligible to the office of director, and any director ceasing to hold such number of shares shall cease to be a director. The stockholders may determine what number of directors may constituto a quorum, without which it may be determined by the directors.

Sec. 11. If any election of directors shall not take place, or be completed at the time of the annual meeting appointed therefor, 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 last chosen. Public notice, by order of the directors, shall always be given at least ten days previous to any meeting of the stockholders, in some newspaper printed in Providence, or in such other way as the by-laws may prescribe. The President shall have power to call special meetings of the stockholders, at the request of a majority of the directors, and it shall be his duty to call such meetings at the request in writing of any stockholders holding or representing one-fifth part of the capital stock; and in case of his refusing to call such meeting when so requested, any director may, upon like request, call the same.

Sec. 12. The directors shall choose from their own number a President of the Board, who shall also be President of the corporation, and also a Vice-President, who shall hold their offices for one year, and until others shall be appointed in their places; they shall appoint a Secretary of the Board and of the corporation, and such other officers, clerks and agents, and may establish such agencies in this State and elsewhere, as they shall deem advisable for conducting the business of the Company; fix their compensation, and take bonds from any and all of them, for the faithful performance of their duties; and make such covenants and agreements as they may deem necessary or proper; and all officers, agents and servants of the Company, except the President, may be displaced, and new ones appointed at the pleasure of the directors. In the absence or disability of the President, 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 eligible to such office, to fill the vacancy, who shall hold the appointment until others are appointed to supply their places.

Sec. 13. All policies of insurance or other contracts authorized by this act, may be made with or without the seal of this corporation, and shall be signed by the President and Secretary, and, being so signed and executed, shall be binding and obligatory upon the corporation, according to the true intent and meaning of such policies and contracts.

Sec. 14. The capital stock and other funds of this corporation may be javested in loans upon bonds or promissory notes secured by mortgage of real estate, in stocks or bonds of the United States, bonds of this State or of any incorporated city of this State, and in such stocks and approved secu rities as the directors may, from time to time, deem safe and expedient; and it shall be the duty of said corporation to make annual reports to the General Assembly, containing a full and accurate statement of its affairs.

Sec. 15. In all proceedings at law or in equity, in which said corporation shall be a party, service of process may be made upon the President, Secretary or Treasurer, or upon a director.

BY-LAWS.

ARTICLE I.

ANNUAL ELECTION.

SECTION 1. There shall be an annual meeting of the stockholders on the second Tuesday in June, at the office of the Company, for the election of directors, and such other business as may properly come before it.

Sec. 2. The Board of Directors shall appoint three inspectors of the annual election, at the regular meeting preceding the same.

Sec. 3. At all meetings of the stockholders, not less than nine persons actually present, representing by person or by proxy at least one-quarter of the capital stock, shall be necessary for a quorum.

ARTICLE II.

MEETINGS OF THE BOARD.

SECTION 1. There shall be regular meetings of the Directors, at the office of the Company, on the second Thursday of each calendar month.

Sec. 2. The President may call special meetings of the Board, and it shall be his duty to call a meeting at any time, at the request of three directors. The request must be in writing, with a statement of the purpose of such meeting.

Sec. 3. The following rules shall be observed at all meetings of the Directors:

RULES.

1. Reading and approval of the minutes of the last meeting.

2. Reports of standing committees.

3. Reports of the President.

4. Reports of special committees.

5. Unfinished business.

6. New business.

ARTICLE III.

OFFICERS.

SECTION 1. The Board shall annually elect one of their number to be President, who may also hold the office of Treasurer. The Board shall elect one of their number to be Vice-President, who may also hold the office of general superintendent of agencies, under the regulations in article fourth. The Board shall elect a Secretary and Treasurer and may appoint a general superintendent of agencies, actuary or consulting actuary, one or more consulting physicians, constituting a medical board, and such other officers, clerks and servants as the interests of the Company may require. In case of the absence or disability of the President the Board may elect a President pro tempore.

ARTICLE IV.
DUTIES OF OFFICERS.

SECTION 1. The President shall be the Presiding officer at all meetings of the corporation, and of the Board of Directors. He shall be a member of all the standing committees, except the auditing committee. To him shall be committed the general supervision and direction of the business and estate of the Company; and it shall be his duty to present at each stated meeting of the Board, a detailed report of the business and affairs of the Company during the previous month. He shall have charge of the certified copy of the Charter and of the corporate seal, and shall affix the seal to all documents and contracts, when authorized or directed by vote of the Board, or of the finance committee. When he shall be authorized by the duly recorded assent of the finance committee, he may transfer stocks, satisfy mortgages, make and call in investments, and execute all necessary conveyances of personal and real estate. He shall execute all contracts, policies and other documents deemed essential in the transaction of the business of the Company.

Sec. 2. The Treasurer shall have charge of all moneys, bonds and mortgages, certificates of stock and other evidences of debt belonging to the Company. He shall deposit all funds to the credit of the Company, in such bank or banks as the finance committee may direct. He shall pay no moneys except for salaries and current expenses, unless by authority of

two members of the finance committee. All checks shall be drawr payable to the order of the party to whom the sum drawn for is payable: and all sums drawn from the funds deposited to the credit of the Company shall be signed by the Treasurer, and countersigned by at least two members of the finance committee. There shall also be placed in the bank chosen by the finance committee to the credit of the Treasurer, such amount as shall be determined by the finance committee, not less than five thousand dollars, nor more than half the amount of his bond; and this sum shall be maintained from time to time as may be necessary, by checks upon the funds of the Company, signed by the Treasurer and countersigned as provided above; with this sum so placed to his credit, the Treasurer shall pay salaries and current expenses, and submit a monthly account of his expenditures to the finance committee. He shall give such bonds as the finance committee may direct.

Sec. 3. The Secretary shall keep such books and accounts as the executive and finance committees shall direct, he shall countersign all policies and keep full minutes of the corporation, of the Board of Directors, and of all committees; he shall prepare and sign all necessary papers and reports, and discharge such other duties as usually devolve on that officer; he shall give such bonds as the finance committee may direct.

Sec. 4. It shall be the duty of one or more of the examining board of physicians to attend at the office daily, at stated hours, to examine all applications for insurance, and furnish the officers a written opinion and report on each case, and also in regard to the claims against the Company arising from death.

Sec. 5. The Vice-President or general superintendent of agencies may be charged with the duty of appointing agents in the various parts of the United States, according to the directions of the executive committee; such agents to be chosen as reliable, discreet and energetic men. He shall also appoint, by advice of the executive committee, suitable physicians and examiners for the Company; and visit, from time to time, as may be neces sary, the various localities in which the Company may be doing business, for the purpose of inspecting the agencies, and to give such instructions and orders as may be necessary for the interests of the Company. He shall select and recommend all agents who shall hold their appointments from the executive committee, and shall have power to suspend any agent or physician from duty, and report the reasons therefor to the executive committee for final action by the Board.

ARTICLE V.
COMMITTEES.

SECTION 1. The Board of Directors shall annually elect the following standing committees, to hold office for one year, and until their successors shall be elected, viz:

1. An executive committee of three members.

2. A finance committee of three members.

3. An auditing committee of three members.

A majority of any committee shall constitute a quorum. Each committee will see that the Secretary keeps a record of its proceedings, to be submitted to the Board of Directors at each stated meeting, or at any time when called for. The business of each committee will be done at regular meetings appointed for the transaction of business.

Sec. 2. The executive committee shall have a supervisory control over the affairs of the Company, and perform such duties as the Board of Directors may impose; they shall appoint agents and remove them at pleasure. Whenever it is necessary, or whenever called upon, they shall advise with and direct the officers in regard to the course to be par sued. To them shall be referred all claims for losses, and they shall decide the same, and report to the finance committee the amount to be paid. All applications for the reduction and cancellation of policies, and all demands against the Company shall likewise be referred to them for decision.

Sec. 3. The finance committee is authorized to control and invest the funds of the Company; to sell, transfer and chango investments, or collect the money due thereon. No loan of the funds shall be made to any member of this committee.

They shall recommend to the Board of Directors the salaries and compensation to be paid to the respective officers and agents of the Company. They shall, whenever required, report to the Board on the expenses of the Company, and at least make an annual report

on the subject; they shall examine the books and assets of the Company as often as they shall consider it expedient, and report at least once a year. They shall certify the annual statement to be made to the Board previous to declaring the amount of profits earned, and recommend the proper division thereof.

Sec. 4. The auditing committee shall be charged with the duty of examining each monthly and annual statement made by the President, or either of the standing committees, before it shall be submitted to the Board of Directors.

ARTICLE VI.
INSURANCE.

SECTION 1. No risk shall be taken on a single life for more than ten thousand dollars unless by a special vote of the executive committee.

Sec. 2. All premiums on policies must be paid in cash in advance of delivery; or, in quarterly or semi-annual payments in advance, as stated in the tables of rates, provided however, that any person applying for or holding a policy for the whole life may settle by a single premium, and at his option, either pay the whole in cash or pay an amount equal to the first annual premium, or that for the current year, in the usual mode, and give his note for the remainder on interest at the rate of seven per cent. per annum, on which payments shall be made from time to time, equivalent at least, in the aggregate, to the punctual payment of what would be required on the annual premium on the same policy.

The policy and all distributions and claims for loss, or other claims, to be pledged to the Company, as security for such notes.

Sec. 3. A tariff of premiums shall be fixed by the Board of Directors, below which no risk shall be taken, but the President shall in doubtful cases be authorized, upon consultation with the executive committee or any three directors, to determine the advance to be charged for particular risks. The premiums shall be paid in conformity with the rules of the Company, before the policy is issued, and the President and Secretary shall be liable for the amount of premiums on policies delivered at the office of the Company.

No insurance shall be made except for a person interested in the life of the insured, and such interest shall be stated in the policy. All claims for insurance will be paid within sixty days after satisfactory evidence is furnished of the death of the party insured.

ARTICLE VII.

ANNUAL STATEMENT OF DIVIDEND.

SECTION 1. A full and particular statement of the affairs and business of the Company shall be made by the President, within thirty days from the second Tuesday of June of each year, and submitted to the Board of Directors at a stated meeting to be called for that purpose. An annual dividend of profits may be declared each year.

ARTICLE VIII.

TRANSFER OF STOCK.

SECTION 1. Stock shall be transferred only on the books of the Company, and upon surrender of the certificate of shares, and the note of the party purchasing shares shall in no case exceed one-half of the par value of the stock.

ARTICLE IX.

AMENDMENT OF BY-LAWS.

SECTION 1. These by-laws may be altered or amended, by the Board of Directors, provided the proposed alterations or amendments be submitted in writing to two successive meetings, and shall receive the consent of a majority of the whole Board.