LAWS OF THE STATE OF NEW YORK, PASSED AT THE NINETY-SEVENTH SESSION OF THE LEGISLATURE, APPROVED AND Chap. 654. AN ACT to incorporate the Central Agency Company. The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. The corporation hereby created shall have power to act Corporate as agents for any insurance companies, associations or partnerships powers. incorporated by or organized under the laws of this State, or of any such companies, associations or partnerships incorporated by or organized under the laws of any other State of the United States, or any foreign government which shall, by compliance with the laws of this State, have become authorized or empowered to take risks or transact any business of insurance in this State. And this corporation shall also have power to act as agents or attorneys, for, corporations, copartnerships or individuals in procuring or effecting for them, and in their name and stead, insurance against fire or marine losses upon all or any of their property, real or personal, and also upon the lives (before the loss) of individuals, with, by or through such insurance companies, associations Restric tions. or partnerships for such periods and in such amounts as may be agreed upon. And this corporation shall possess all the powers, and be subject to all the duties, requirements and restrictions which, by law, appertain to agents of foreign and domestic insurance companies, associations or partnerships doing any insurance business in this State, and also appertaining to persons who procure and effect insurance for corporations, copartnerships or individuals. Legal process upon the president, secretary or any director of this corporation, when the same shall act as cess may agents for any foreign insurance company, association or partnership, shall have like force and effect as if served upon an individual agent of such company, association or partnership. Upon whom legal pro be served. stock. Capital § 2. The capital stock of this corporation shall be one hundred thousand dollars, divided into shares of the par value of one hundred dollars each, with the privilege of increasing said capital stock to an amount not to exceed five hundred thousand dollars, which capital stock shall be personal property, and transferable in such manner as the bylaws shall prescribe. When tion may § 3. As soon as fifty thousand dollars of the capital stock shall have corpora been subscribed;.and fifty per centum thereof actually paid in in cash it organize. shall be lawful for this corporation to organize, and to proceed to conduct its business under the provisions of this act. Directors. First directors. 8.4 The business and property of this corporation shall be managed by at less than three nor more than eleven directors, who shall be stockholders, and one of whom shall be president; such directors shall hold their office for one year and until their successors are elected. Vacancies in the board may be filled by the remaining directors. A Quoram. majority of the directors, for the time being, shall constitute a quorum for the transaction of business. The first board of directors shall conboard of sist of the following persons: George M. Church, W. Dent Beale, Harry C. Heyle, William H. Howell, Horatio J. Brewer, Frederick H. Chapin and J. Fisher Reese; and they and their associates and successors are Corporate hereby created and declared a body corporate and politic, by the name of "Central Agency Company," and as such shall have perpetual succession, and all the privileges and franchises belonging or incident to a corporation. An election of directors shall be held yearly, at such time election of or place and in such manner as the by-laws may direct, at which election each stockholder shall be entitled to one vote, either in person or by proxy, for each share of stock by him owned. In case it shall happen at any time that an election of directors shall not be made on the day when it should have been made, the company shall not for that reason be dissolved, but it shall be lawful on any other day to hold an election for directors, in such manner as shall be provided for by the by-laws. name. Annual directors. Increase § 5. The said corporation may, from time to time, increase the capital of capital stock to any amount not exceeding the amount authorized in the second section of this act; and it shall be lawful for the directors of the Calling in said company to call for and demand of the stockholders respectively, of stock. Forfeit all such sums of money as are by them subscribed at such times and in such proportion as the said directors may determine; and in case any stockholder shall neglect or refuse to pay in the amount so called for and demanded, after thirty days' notice, such shares and all payments thereon shall be forfeited to this corporation The principal business office of said company shall be in the city of New York. Officers. § 6. The officers or this corporation shall be a president and a secretary, and such other officers, agents and servants as the directors may deem necessary for the transaction of the business of the company. ures for non-pay. ment. |
