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Company," and every corporation, company, or association whose stock is payable by an accumulating fund in regular or stated periodical installments, and every corporation, company, or association doing a business in a form and character similar to that authorized to be done by section one (1) of this act [363], shall, if organized or incorporated in any country, state, or territory other than the state of Nebraska, be known in this act as a foreign building and loan association.

378. It shall not be lawful for any foreign building and loan association, directly or indirectly, to transact any business in this state without first procuring a certificate of approval and authorization from the auditor of public accounts, state treasurer, and attorney general, or any two of them. Before obtaining such certificate such foreign building and loan association shall furnish the auditor with a statement sworn to by the president or secretary of the association, which statement shall show: The name and locality of the association and itemized account of its actual financial condition and the amount of its property and liabilities, the amount and number of shares subscribed, the amount which has been paid in on such shares, the number of shares redeemed, the estimated cash value of each share of its stock, and all such other information touching its affairs as said officers, or any two of them, may require. Such foreign building and loan association shall also file with the auditor of public accounts a certified copy of the laws of the state, territory, or government under which it is incorporated, and of its charter or articles of incorporation and of its constitution and by-laws and all amendments thereto, and shall appoint an attorney in each county in which it transacts or solicits business who shall be a resident of such county, and shall file with the auditor of public accounts a written instrument, duly signed and sealed, authorizing such attorney of such associations to acknowledge service of process in behalf of such association, consenting that service of process, mesne or final, upon such attorney shall be taken and held as valid as if served upon the association according to the laws of this or any other state, and waiving all claim or right of error by reason of such acknowledgment of service. If after examination of such statements and certified copies of instruments, and after said association shall have complied with the requirements of this act as to the appointment of an attorney or attorneys, the auditor of public accounts, state treasurer, and attorney general, or any two of them, shall be satisfied that such association is solvent and that the capital and investments are secure, and that the laws, charters, articles of incorporation, constitution, and by-laws governing it afford as ample protection to the interests of its members as is afforded by the laws of this state to members of associations hereafter incorporated under the laws of the state of Nebraska for the purpose mentioned in section one of this act, then the auditor of public accounts, state treasurer, and attorney general, or any two of them, may grant such association a certificate of approval authorizing it to transact business till the 31st day of January of the ensuing year, in those counties of this state in which it shall have appointed a resident attorney as above provided.

379. The statements required of foreign building and loan associations shall be renewed annually in January in such manner as required by this act and shall be made at such other times as the auditor of public accounts, state treasurer, and attorney general, or any two of them, may deem it expedient to demand the same, and the auditor of public accounts, state treasurer, and attorney general, or any two of them, may at any time revoke the certificate of approval and authorization of any such association for cause.

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380. [Unauthorized Business-Penalty.]-Any person doing business or attempting to do business in this state for any foreign building and loan association which shall not at the time be the holder of a valid certificate of approval and

authorization, as provided for in section seventeen (17) of this act [378], shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined in any sum not exceeding one thousand ($1,000) dollars, or imprisoned in the county jail not more than thirty days, or both, at the discretion of the court.

p. 429.

Insurance Companies.

I. ORGANIZATION, ETC.

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Secs. 381 to 419. "An act regulating insurance companies.' In force June 1, 1873. G. S. 381. That hereafter, when any number of persons associate themselves together for the purpose of forming an insurance company, for any other purpose than life insurance, under the provisions of chapter twenty-five of the Revision of 1866, and all acts amendatory and supplementary thereto, they shall publish a notice of such intention once in each week, for four weeks, in some public newspaper in the county in which such insurance company is proposed to be located; and they shall also make a certificate under their hand, specifying the name assumed by such company and by which it shall be known, the object for which said company shall be formed, the amount of its capital stock, and the place where the principal office of said company shall be located, which certificate shall be acknowledged before and certified by some notary public, or clerk of court of record, and forwarded to the auditor of state, who shall submit the same to the attorney general of state for examination, and if it shall be found by the attorney general of state to be in accordance with the provisions of this act, and not in conflict with the constitution and laws of the United States and this state, he shall make certificate of the facts and return it to the auditor of state, who shall reject the name or title applied for by any company when he shall deem the same too similar to any one already appropriated by any other company, or likely to mislead the public.

382. When the said certificate of the said company shall have received the approval of the attorney of state and auditor of state, the said company shall cause the same to be recorded as now required by law for recording articles of incorporation; and said persons, when incorporated, and having in all respects complied with the provisions of this act, are hereby authorized to carry on the business of insurance, as named in such certificate of incorporation, and by the name and style provided therein, and shall be deemed a body corporate with succession, they and their associates, successors, and assigns, to have the same general corporate powers, and be subject to all the obligations and restrictions of said chapter twenty-five of the Revision of 1866 [ch. 9, this stat.], and of such as may be amendatory or supplementary, except as may be herein otherwise provided.

383. No joint stock company shall be incorporated under the provisions of this act with a smaller capital than one hundred thousand dollars, nor more than one million dollars, as may be specified in the certificate of incorporation, which stock shall be divided into shares of one hundred dollars each, of which capital at least fifty per cent shall be fully paid up in cash, and that for the remainder of its capital there are in its possession notes of its stockholders, secured by at least one surety or by mortgages on unincumbered real estate, within this state, worth at least twice the amount of such notes, which notes or other security shall be approved by the state auditor; nor shall any company on the plan of mutual insurance commence business in this state until agreements have been entered into for insurance with at least two hundred applicants, the premiums upon which shall amount to not less than twentyfive thousand dollars, of which at least five thousand dollars shall have been paid in actual cash, and for the remainder of which notes of solvent parties, founded

upon actual and bona fide applications for insurance, shall have been received; no one of the notes received as aforesaid shall amount to more than five hundred dollars, and no two thereof shall be given for the same risk or made by the same person or firm, except where the whole amount of such notes does not exceed the sum of five hundred dollars; nor shall any note be regarded or represented as capital stock, unless a policy be issued upon the same within thirty days after the organization of the company taking the same, upon a risk which shall be for no shorter period than twelve months; each of said notes shall be payable, in whole or in part, 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 notes shall be accepted as part of such capital stock unless the same shall be accompanied by a certificate of a justice of the peace, notary public, or clerk of the district court of the county in which the person executing such note shall reside, that the person making the same is, in his opinion, pecuniarily good and responsible for the same, in property not exempt from execution by the laws of their state; and no such note shall be surrendered while the policy for which it was given continues in force.

Cited and construed, Farmers Union Ins. Co. v. Wilder, 35, 578 (53 N. W., 587).

384. Having published the notice and filed the publisher's affidavit of the publication thereof with the auditor of state, together with the certificate, as required by the first section of this act [381], the persons named in the certificate of incorporation, or a majority of them, shall be commissioned to open books for the subscription of stock to the company, at such times and places as to them may seem convenient and proper, and shall keep the same open until the full amount specified in the certificate is subscribed; or in case the business of such company is proposed to be conducted on the plan of mutual insurance, then to open books to receive propositions and enter into agreement in the manner and to the extent specified in the third section of this act.

385. The affairs of any company organized under the provisions of this act shall be managed by not more than twenty-one nor fewer than five directors, all of whom shall be stockholders; within thirty days after the subscription books shall have been filled, a majority of the subscribers shall hold a meeting for the election of directors, each share entitling the holder thereof to one vote; and the directors then elected shall continue in office until their successors have been duly chosen and have accepted the trust.

386. It shall be lawful for any insurance company organized under this act, or incorporated under any law of this state, to invest its capital and the funds accumulated in the course of its business, or any part thereof, in bonds and mortgages on unincumbered real estate, within the state of Nebraska, worth double the sum loaned thereon, exclusive of buildings, unless such buildings are insured in some responsible company or companies and the policy or policies transferred to said company, and also in stocks of this state or stocks or treasury notes of the United States, in the stocks and bonds of any county or incorporated city in this state, which may have been therefore authorized to be issued by the legislature of this state, and to lend the same, or any part thereof, on the security of such stock, or lands, or treasury notes, or upon the bonds and mortgages as aforesaid, and not otherwise; and to change and reinvest the same in like securities, as occasion may from time to time require; but any surplus money over and above the paid up capital stock of any such company organized under this act or incorporated under any law of this state may be invested in or loaned upon the pledge of public stocks of the United States or any of the stock, or stocks, bonds, or other evidences of indebtedness of any solvent, dividend-paying institution incorporated under the

laws of this state, or the United States, except their own stock; Provided, always, That the current market value of such stock, bonds, or other evidences of indebtedness shall be at all times, during the continuance of such laws, at least twenty per cent more than the sum loaned thereon.

387. Upon receiving notification that the requirements of the preceding sections have been complied with, the auditor of state shall make an examination, or cause one to be made by some disinterested person officially appointed by him for that purpose, and if it shall be found (if the examination shall be made other than [by] the auditor, then the finding shall be certified under oath) that the capital herein required by the company named, according to the nature of the business proposed to be transacted by such company, has been paid in and possessed by it in money, or in such stocks, notes, bonds, or mortgages as are required by the third and sixth sections of this act [383-386], then he shall so certify; and if the examination be made by other than the auditor, then the finding shall be certified under oath; or, if it is proposed to be a mutual insurance company, that it has received and is in actual possession of the capital, premiums, or bona fide engagements of insurance, or the securities, as the case may be, to the extent and value required by the third and sixth sections of this act, the name and residence of the maker of each premium note forming part of the capital of any such proposed insurance company, and the amount of such note shall be returned to the auditor. The corporators or officers of any such company or proposed mutual company contemplated by this act shall be required to certify under oath, to the auditor of state, that the capital exhibited to the person making the examination directed in this section was bona fide property of the company so examined; the certificates above contemplated shall be filed in the office of said auditor, who shall thereupon deliver to such company a certified copy of the same, with his written permission for them to commence business as proposed in their written certificate of incorporation, which, on being placed on record in the office of the recorder of the county in which the company is to be located, by the recorder, in a book prepared by him for that purpose, shall be their authority to commence business and issue policies; and such certified copy of said certificate may be used in evidence for or against said company with the same effect as the originals.

Mutual companies must have the auditor's certificate. State v. Farmers Benevolent Association, 18, 276 (25 N. W., 81).

388. [What Insurable.]-It shall be lawful for any company organized under this act, or doing business in this state: First-To insure houses, buildings, and all other kinds of property against loss or damage by fire or other casualty, and to make all kinds of insurance on goods, merchandise, or other property in the course of transportation, whether on land or water, or any vessel afloat, wherever the same may be. Second-To make insurance on the health of individuals, and against the personal injury, disablement, or death, resulting from traveling or general accidents by land or water. Third-To insure the fidelity of persons holding places of public or private trust. Fourth-To receive on deposit and insure the safe keeping of books, papers, moneys, stocks, bonds, and all kinds of personal property. FifthTo insure horses, cattle, and other stock against loss or damage by accident, theft, or any unknown or contingent event whatever which may be the subject of legal insurance; to lend money on bottomry or respondentia, and to cause itself to be insured against any loss or risk it may have incurred in the course of its business and upon the interest which it may have in any property by means of any loan or loans which it may have made on mortgage, bottomry, or respondentia; and generally to do and perform all other matters and things proper to promote these objects; Provided, That no companies shall be organized to issue policies of insur

ance for more than one of the above five mentioned purposes; and no company that shall have been organized for either one of said purposes shall issue policies of insurance for any other; and no company organized under this act, or transacting business in this state, shall expose itself to loss on any one risk or hazard to an amount exceeding ten per cent on its paid up capital, unless the excess shall be reinsured by the same in some other good and reliable company; And provided, That the restriction as to the amount of risk any company shall assume shall not apply to companies organized to guarantee the fidelity of persons in places of public or private trust, nor to companies that receive on deposit and guarantee the safe keeping of books, papers, moneys, and other property.

Parol contract to insure, not merged into policy delivered after fire and so written as to have expired before that event. Neb. & Ia. Ins. Co. v. Seivers, 27, 549, 552 (43 N. W., 351). A policy covering realty and various classes of personalty not specified is not entire; mortgage of either in violation of policy will not prevent recovery as to the other. State Ins. Co. v. Schreck, 27, 527 (43 N. W., 340). Policy not avoided by false statement of insured as to amount of loss, if it is actually in excess of policy, though latter provides for forfeiture in such case. Springfield Ins. Co. v. Winn, 27, 649, 654–7 (43 N. W., 401).

389. The annual meeting for the election of directors shall be holden during the month of January, as the by-laws of the company may direct; Provided, however, That if for any cause the stockholders shall fail to elect at any annual meeting, then they may hold a special meeting some day subsequent thereto for that purpose, by giving thirty days' notice thereof in some newspaper in general circulation in the county in which the principal office of the company shall be located, and the directors chosen at any such annual or special meeting shall continue in office until the next annual meeting, and until their successors duly elected shall have accepted.

390. The directors shall choose by ballot a president from their own number, and shall fill all vacancies which shall arise in the board or in the presidency thereof, and the board of directors thus constituted, or a majority of them, when convened at the office of the company, shall be competent to exercise all the powers vested in them by this act.

391. The directors of any such company shall have power to appoint a secretary and any other officer or agents necessary for transacting the business of the company, paying such salaries and taking such securities as they may deem reasonable; they may ordain and establish such by-laws and regulations, not inconsistent with this act or with the constitution and laws of the United States and of this state, as shall appear to them necessary for regulating and conducting the business of the company; and it shall be their duty to keep full and correct entries of their transactions, which shall at all times be open to the inspection of the stockholders, and to the inspection of persons invested by law with the right thereof.

392. All policies or contracts of insurance made or entered into by the company may be made either with or without the seal of said company; but said policies shall be subscribed by the president or such other officer as may be designated by the directors for that purpose, and shall be attested by the secretary thereof.

393. Transfers of stock may be made by any stockholder or his legal representative, subject to such restrictions as the directors shall, from time to time, establish in their by-laws, except as hereinafter provided.

394. Whenever any company organized under this act, with less than the maximum capital limited in section three thereof [383], shall, in the opinion of the directors thereof, require an increased amount of capital, they shall, if authorized by the holders of a majority of the stock to do so, file with the auditor of state a certificate setting forth the amount of such desired increase, not exceeding said maximum, and thereafter such company shall be entitled to have the increased amount of capital fixed by said certificate; and the examination of securities composing the capital

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