SEC. 7938. Articles of agreement.-Any number of persons, not less than seven, being citizens and residents of the state of Missouri, may associate and form a joint stock company for the purpose of making assurance upon the lives of individuals upon the industrial or prudential plan, and in connection therewith to grant and dispose of endowments and annuities of every kind and description. Such persons shall associate themselves by articles of agreement, in writing, setting forth: First, the corporate name of the proposed corporation which shall not be the name of any corporation heretofore incorporated in this state for similar purposes or any imitation of such name. Second, the name of the city, town or county in which the corporation is to be located. Third, the amount of the capital stock of the corporation, which shall be at least the sum of 100,000 dollars, the number of shares into which it is divided and the par value thereof, that the same has been bona fide subscribed, and twenty per cent. thereof actually paid up in lawful money of the United States, and is in the custody of the persons named as the first board of directors. Fourth, the names and places of the residence of the several shareholders and the number of shares subscribed by each. Fifth, the number of the board of directors or managers, which shall not be less than seven, their powers and duties and the names of those agreed upon for the first year. Sixth, the number of years the corporation is to continue, in no case to exceed fifty years. Seventh, a statement that the company is formed for the purpose of carrying on an industrial insurance business. (Laws 1897, p. 138.)

SEC. 7939. To be signed, acknowledged, recorded certificate of incorporation.-The articles of agreement shall be signed and acknowledged by the parties thereto and recorded in the office of the recorder of deeds of the county or city in which the corporation is to be located, and a certified copy of such recorded instrument shall be filed with the secretary of state. The secretary of state shall, upon payment of tax required by law, issue a certificate of incorporation, upon the receipt of which such persons shall be a body politic and corporate. (Laws 1897, p. 138.)

ARTICLE VI.

INSURANCE OTHER THAN LIFE.

SEC. 7945. Number of corporators and kind of business.-Any number of persons, not less than thirteen in number, a majority of whom shall be citizens of this state, may associate and form an incorporation, association or company for the following purposes, to wit: First, to make insurance on houses, buildings, merchandise, furniture, and all kinds of property, against loss or damage by fire, lightning and windstorm; to make all kinds of insurance on ships, steamboats and other vessels and their freight and cargoes, and also ou goods, merchandise, produce and all other kinds of property in the course of transportation, whether by land or water, and to lend money on bottomry and respondentia; second, to insure horses, cattle and other live stock against loss or damage by accident, theft, disease or death, or any other unknown contingent event whatever, which

may legally be the subject of insurance; third, to make insurance upon the health of individuals, and against personal injury, disablement or death, resulting from traveling or general accident by land or water; to insure the fidelity of persons holding places of public and private trust, and also to receive on deposit and insure the safe keeping of books, papers, money, stocks, bonds and all other kinds of personal property, and to do any and all other kinds of legitimate insurance business excepting that of life insurance and dealing in annuities, and excepting also the kinds of insurance included in the first and second divisions or classes named in this section; fourth, to insure against loss or damage resulting from burglary, robbery, or attempt thereat, or to insure against loss or destruction of money, securities or other valuables in the course of transportation by registered letter or express: Provided, that any company organized, admitted or licensed to do business in this state under the fourth class or division shall confine its business in this state to banks, bankers, brokers, loan or trust companies, city and county treasurers, and such companies shall not issue any policy or policies to any person, firm or corporation in this state other than to banks, bankers, brokers, loan or trust companies, and city and county treasurers; and any company doing business in this state under the fourth class or division, shall set aside a reinsurance reserve of fifty per cent. of its premiums, whether collected in cash or represented by the obligation of its policy-holders as written in its policies. No company shall engage in more than one of the kinds or classes of insurance above mentioned and no company that has been organized to do the business above mentioned in one of the four classes aforesaid shall issue policies or do business connected with the kind of insurance mentioned in either of the other classes. (R. S. 1889, § 5873, amended—b.)

SEC. 7949. Declaration of stock companies.-When such corporators propose to form a corporation for the purposes designated in section 7945, on the joint stock plan, the articles of incorporation or association comprised in the declaration in the next preceding section shall set forth: First, the name assumed by such corporation, and by which it shall be known; second, the place where the principal office for the transaction of its business shall be located; third, the specific kind or kinds of business which it proposes to transact; fourth, the amount of its capital stock, and the number of shares into which it shall be divided, and the manner in which it shall be paid up or secured; fifth, the manner in which the corporate powers granted by this article shall be exercised, showing the number of directors, which shall not be less than nine nor more than thirteen; and such other particulars as may be necessary to make manifest the objects and purposes of the corporation, and the manner in which it is to be conducted. (R. S. 1889, § 5877.)

SEC. 7950. To be submitted to attorney-general.-Whenever the corporators shall have filed the declaration required by section 7948, and also proof of the publication therein required, by the affidavit of the publisher of the newspaper in which the publication was made, his foreman or clerk, with the superintendent of the insurance department, it shall be the duty of said superintendent to submit such declaration to the attorney-general of this state for examina(b) 77 A. 270, 639; 66 A. 548.

tion, and if it shall be found by him to be in accordance with the provisions of this article, and not inconsistent with the constitution and laws of this state and the United States, he shall so certify, and deliver it back to the superintendent, who shall cause the said declaration and affidavit, with the certificate of the attorney-general, to be recorded in a book kept for that purpose, and shall furnish a certified copy of the same to the corporators, and shall also file a certified copy of the same with the secretary of state, who, upon payment into the state treasury of the tax required by section 956, shall issue a certificate of incorporation, upon the receipt of which they shall be a body politic and corporate, and may proceed to organize in the manner set forth in their charter, and to open books for subscription to the capital stock of the company, and keep the same open until the whole amount specified in the charter is subscribed; but it shall not be lawful for such companies to issue policies or transact any business of any kind or nature whatever, except as aforesaid, until they have fully complied with the requirements of sections 7951 and 7952. (R. S. 1889, § 5878-c.)

SEC. 7953. Mutual fire companies, declaration.— When such corporators propose to form a corporation for the purpose of doing the fire and marine business designated in the first of the three classes of insurance named in section 7945, on the mutual plan, the charter comprised in the declaration mentioned in section 7948 shall set forth: First, the name assumed by such corporation, and by which it shall be known; second, the place where the principal office for the transaction of its business shall be located; third, the specific kind or kinds of business which it proposes to transact; fourth, the number of persons from whom proposals for insurance shall be received, the amount of premiums to be received on deposit, and the amount of cash to be paid on the same, before the company shall begin to do business and issue policies; fifth, the manner in which the corporate powers granted by this article are to be exercised, showing the number of directors and trustees, which shall not be more than thirteen nor less than nine, and their respective powers and duties, and such other particulars as may be necessary to make manifest the object and purposes of the association, and the manner in which it is to be conducted. (R. S. 1889, § 5881.)

SEC. 7954. Declaration to be submitted to attorneygeneral.-Whenever the corporators shall have filed the declaration required by section 7948, and also proof of the publication therein required, by the affidavit of the publisher of the newspaper in which the publication was made, his foreman or clerk, with the superintendent of the insurance department, it shall be the duty of said superintendent to submit such declaration to the attorney-general of this state for examination; and if it shall be found by him to be in accordance with the provisions of this article, and not inconsistent with the constitution and laws of this state and of the United States, he shall so certify and deliver it back to the superintendent, who shall cause the said declaration and affidavit, with the certificate of the attorney-general, to be recorded in a book to be kept for that purpose, and shall furnish a certified copy of the same to the corporators, and shall also file a certified copy of the same with the sec

(c) 109 Mo. 445.

retary of state, who, upon payment into the state treasury of the sum of seventy-five dollars, shall issue a certificate of incorporation, upon the receipt of which they shall be a body politic and corporate, and may proceed to organize in the manner set forth in their articles of incorporation or association, and to open books and receive proposals and agreements for insurance and premiums for the same, and subscriptions to the guarantee fund mentioned in section 7958, if the company proposes to organize with such fund on deposit, and issuereceipts therefor, and to keep such books open until the whole amount specified in its articles of incorporation or association is received; but it shall not be lawful for such company to issue policies or transact any business of any kind, except as aforesaid, until it has fully complied with the requirements of the next succeeding sections. (R. S. 1889, § 5882.)

ARTICLE VII.

GENERAL PROVISIONS.

SEC. 8006. Increase and reduction of stock.-Any insurance company incorporated under the laws of this state may increase or reduce its capital stock for the purposes, in the manner and to the extent prescribed by law: Provided, the board of directors of any company desiring so to increase or reduce its stock shall file with the superintendent of the insurance department a certified copy of the proceedings, both of the stockholders' and directors' meetings, at which it was determined to increase or reduce such stock, and upon being satisfied that the law has been fully complied with, that the proceedings were regular, that the condition and assets of the company justify the increase or reduction, and that the same will not be prejudicial to the interests of the policy-holders, the superintendent shall issue a certificate authorizing said increase or reduction, and showing that the stock of said company has been increased or reduced, the amount to which it is increased or reduced, the par value of the shares; and such certificate shall be filed and recorded as in this chapter is provided for filing and recording the certificates of incorporation; and thereafter such company shall, with such increased or reduced capital, be subject to the same liabilities that it possessed or was subject to at the time of the increase or reduction of its capital; and the charter or certificate of incorporation of such company shall be deemed to be amended in respect to the amount of capital, and the par value and number of shares, so as to conform to such increase or reduction. (R. S. 1889, § 5921.)

SEC. 8007. Increase of stock, conditions of.—Any company that shall increase its capital stock under the provisions of the preceding section shall, in all things, comply with the other provisions of this chapter and its stock shall be subscribed and secured as provided in this chapter for companies incorporating thereunder. (R. S. 1889, § 5922.)

ARTICLE X.

FARMERS' MUTUAL INSURANCE COMPANIES.

SEC. 8079. Farmers' mutual fire insurance companies exempt from provisions of chapter. Hereafter all farmers' mutual fire and lightning insurance companies organized in this state for the sole purpose of mutually insuring the property of the members, and for the purpose of paying any loss incurred by any member thereof by assessment, as provided by their constitution and by-laws, are hereby exempted from the provisions of this chapter as applicable to general insurance companies, and nothing therein shall be so construed as to impair or in any manner interfere with any of the rights or privileges of any such companies doing a mutual insurance business in this state as herein provided: Provided, that such companies shall do business only in the counties in which they are organized; and provided further, that any member of any such company may sue such company the same as if he were not a member thereof; and any such mutual fire and lightning insurance company may incorporate by filing a copy of its constitution and by-laws with the secretary of state, and paying the sum of ten dollars into the state treasury. (R. S. 1889, § 5909, amended, Laws 1891, p. 165—y.)

SEC. 8080. Farmers' mutual tornado, etc., exempt.That hereafter all farmers' mutual tornado, wind-storm and cyclone insurance companies organized for the sole purpose of mutually insuring the property of the members, and for the purpose of paying any loss incurred by any member thereof by assessment, as provided by their constitution and by-laws, are hereby exempt from the provisions. of the insurance laws as mentioned in this chapter; and nothing therein shall be so construed as to impair or in any manner interfere with any of the rights or privileges of any such companies doing a mutual insurance business in this state, as herein provided: Provided, that such companies shall do business only in the congressional districts in which they are organized, until they shall have $400,000 worth of property or more insured; then any such company may do business in any or all counties of this state; and provided further, that any member of any such company may sue such company the same as if he was not a member thereof. (Laws 1891, p. 166, amended, Laws 1893, p. 186.)

SEC. 8081. Incorporated, how.-All farmers' mutual tornado, wind-storm and cyclone insurance companies may incorporate by filing a copy of their constitution and by-laws with the secretary of state and paying the sum of ten dollars to said secretary. (Laws 1891, p. 166.)

SEC. 8082. Farmers' mutual hail insurance companies exempt.-That hereafter all farmers' mutual hail insurance companies, organized for the sole purpose of mutually insuring their members against loss or damage to property and for the purpose of paying any loss incurred by any member thereof by assessment, as provided by their constitution and by-laws, are hereby exempt from the provisions of the insurance laws, as mentioned in this chapter, and nothing therein shall be so construed as to impair or in any manner interfere with any of the rights or privileges of any such compa

(y) 68 A. 424.