INCORPORATED

ASSOCIATIONS OTHER

THAN JOINT STOCK COMPANIES.

How Incorporated.

Corporations (other than joint stock companies) may be formed under this chapter for benevolent associations, societies and orders incuding cemetery associations, orphan, blind and lunatic asylums and hospitals, lodges of free and accepted masons, independent order of odd fellows, improved order of red men, sons of temperance, good templars, law or other library associations, and all other associations, societies and orders of like character, and for mutual fire insurance companies. [Code 1887, ch. 55, § 1.]

Number of Persons Who May Organize.

It shall be lawful for any number of persons not less than five, except for mutual fire insurance companies, which shall be organized under section nine of this chapter, desiring to become a corporation for any business or purpose prescribed in the first section, to sign and acknowledge an agreement or declaration to the following effect: "The undersigned agree to become a corporation by the name of (here insert the name,) for the purpose of (here insert the purpose,) and for that purpose desire authority to purchase, hold, lease, selland convey real property to the va.ue of $ personal property to the value of $Given under our hands this day of [Code 1887, ch. 55, § 2.]

How Agreement Acknowledged and Where Filed.

and

The said agreement or declaration shall be acknowledged by the parties signing the same, in the same manner that deeds are required to be acknowledged by the laws of this state; and when so acknowledged it shall be filed with the clerk of the county court of the county in which the business or purpose of the corporation is to be carried on or pursued, and by said clerk preserved and duly recorded in a book to be kept exclusively for that purpose. [Code 1887, ch. 55, § 3.]

Certificate of Incorporation.

The clerk shall thereupon issue to the corporators a certificate under the seal of his office, stating distinctly the names of the corporators, and the name as well as the object and purpose of the corporation. [Code 1887, ch. 55, § 4.]

Effect of Such Certificate.

When a certificate of incorporation shall be issued by the clerk, pursuant to the preceding section, the corporators named therein, and their associates and successors, shall, from the date of such certificate, be a corporation by the name and for the purpose and object therein specified. And the said certificate of incorporation, or a certified copy thereof, shall be received in all courts and places as evidence of the existence of the corporation as aforesaid. [Code 1887, ch. 55, § 5.]

Name.

No corporation formed under this chapter shall be allowed to use or adopt the name of any other, corporation within this state. [Code 1887, ch. 55, § 6.]

Fees of Clerks.

For issuing a certificate of incorporation according to the fourth section of this chapter, the clerk may charge a fee of one dollar, and for recording the original agreement or declaration, as required by the third section of this chapter, fifty cents, or in lieu thereof fifteen cents for every one hundred words; which fees shall be paid at the time the service is rendered by the person at whose instance it is done. [Code 1887, ch. 55, § 7.]

By-Laws and Regulations.

Corporations formed under this chapter may make and adopt for their government, and to enable them to conduct and pursue their business and purpose, all necessary by-laws and regulations not inconsistent with the constitution and laws of the United States and of this state; and except where it is otherwise in this chapter provided, shall (so far as the same are applicable) be subject to and governed by the provisions of chapters fifty-two, fifty-three and fifty-four of this code; Provided, That no corporation formed. under this chapter shall be authorized or allow to hold and possess, at any one time, more than five acres of land within, and not exceeding fifty acres outside, of an incorporated village, town or city. [Code 1887, ch. 55, § 8.]

MUTUAL FIRE INSURANCE COMPANIES,

Mode of Incorporation.

Any twenty or more citizens of this state may associate themselves together for the protection of themselves against loss to their property by fire, by signing an agreement in writing to that effect, and thereupon they shall become a corporation and take such name as a majority of the members may determine, and have succession by such name for such time as may be prescribed by its by-laws, and if no time be fixed, perpetually; such agreement shall be acknowledged and tiled as provided by the third section of this chapter. Such corporation shall have a common seal, and may renew or alter the same at pleasure. It may sue and be sued, plead and be impleaded, contract and be contracted with by simple contract or specialty, purchase, hold, use and grant estate, real and personal, appoint officers and agents, prescribe their powers, duties and liabilities, take bond and security from any of them, and fix and pay their compensation, and make ordinances, by-laws and regulations for the government of its board of directors and other officers and agents, and the management and regulation of its property and business. [Code 1887, ch. 55, § 9.]

Power to Take Risks.

All mutual fire insurance companies, organized under this chapter, shall have power to take risks and make contracts of insurance on such real and personal property as may be designated and provided for in their by-laws. [Code 1887, ch. 55, § 10.]

Provisions of Code Applicable.

Sections two, three, seventeen, eighteen, nineteen, twenty-one and twenty-two of chapter fifty-two this code shall be applicable to mutual fire insurance companies organized under this chapter. [Code 1887, ch. 55, § 11.]

When to Commence Business.

Every such mutual fire insurance company shall commence its proper corporate business within one year after its organization, by issuing policies and inaking contracts of insurance; otherwise the same will be considered dissolved without any legal proceedings to that end. [Code 1887, ch. 55, § 12.]

By-Laws.

All by-laws shall be adopted by the stockholders of the company in a general meeting assembled, and shall be void if not consistent with the laws of this state. [Code 1887, ch. 55, § 13.]

Members.

All persons insuring with and continuing to be insured in such company, and none other, shall therby become men bers thereof during the period they shall remain so insure l and no longer, and shall pay such rates as shall be determined by the board of directors, and be liable for all losses and expenses of said company to the amount of the premiums paid or agreed to be paid by said members respectively, and no further. [Code 1887, ch. 55, § 14.]

Board of Directors.

At the first meeting of the members of such company held after the association of twenty or more, as provided in the first section of this chapter, there shall be elected a board of directors consisting of five or more members: Provided, however, That at least two weeks' notice of the time and place of holding such meeting shall have been given by advertisement in some newspaper having a generral circulation in the county where the meeting is to be held. [Code 1887, ch. 55, § 15.]

Annual Meeting.

The annual meeting of the members of such company shall be held as prescribed for the annual meetings of the stockholders of joint stock companies by the forty-first section of chapter fiftythree of this code, at which meeting there shall be elected by the members, or a majority thereof, the board of directors and other officers for the ensuing year. [Code 1887, ch. 55, § 16.]

Quorum.

At the first meeting held for the purpose of organizing, a majority of the members shall constitute a quorum. The number necessary to constitute a quorum at all subsequent meetings, shall be determined by the by-laws, and if at any time a quorum is not in attendance, those present may adjourn from time to time until a quorum is obtained. [Code 1887, ch. 55, § 17.]

Number of Votes Each Member is Entitled to.

At the first election of the board of directors each member shall have one vote and no more; and at all subsequent elections the number of votes to be cast by each member, and the mode and

manner of casting the same, may be prescribed by the by-laws; but if not so prescribed, then each member shall have one vote, to be given either in person or by proxy. [Code 1887, ch. 55, § 18.]

Sections of Code Applicable.

The forty-fifth, forty-sixth, forty-seventh, forty-eighth, fortyninth, fiftieth, fifty-first, fifty-second, fifty-third, fifty-fourth, fiftyfifth and and sixty-first sections of chapter fifty-three of this code, shall be applicable to companies organized under this chapter, and in the application of said sections the word "members" shall be substituted for the word "stockholders." [Code 1887, ch. 55, $ 19.]

Quorum of the Board.

A majority of the board of directors shall constitute a quorum for the transaction of businesss, and, when authorized by the bylaws, may appoint such officers or agents as may be necessary for the transaction of the business of the company, and remove the same at any time; and may require bond of the same, payable to the company, in such penalty and with such conditions and security as they may think proper, and, when so authorized, may accept or reject applications for insurance, and may determine the rates of insurance, the sums to be insured, and also the terms and conditions upon which insurance may be effected by the company; and, when so authorized, may generally do any and all acts authorized by this chapter. [Code 1887, ch. 55, § 20.]

Bond.

Every person who shall become a member of such company, by effecting insurance therein, shall, before receiving a policy, execute his bond, in which shall be described briefly and concisely the property insured, and shall also pay in cash such a per centum of said bonds as he or she may be required to pay, and the said bond shall be paid at such times and in such instalments as the same may be required for the payment of losses by fire, and said bond shall bear interest, at a rate not exceeding three per cent. per annum, to be fixed by the board of directors, and at the expiration of the term of insurance the said bond, or such part thereof as remains unpaid after deducting its proportion of all losses and expenses incurred during said term, shall be given up to the maker or makers thereof. And the clerk of the county court shall keep in his office, in a well bound book, a mutual fire insurance docket, in which he shall record without delay any bond given as aforesaid, when he shall be required to do so, by any insurance company organized under the law, when such bond has been signed by the obligor thereof and acknowledged before the clerk of the said county court,