CHAPTER 1293. AN ACT to incorporate the State Insurance Company, of Lexington, Be it enacted by the General Assembly of the Commonwealth of Kentucky: § 1. W. C. Goodloe, J. T. Slade, Alex. Pearson, Incorporators. John. W. Lell, W. L. Threlkeld, Wm. M. Duncan, S. G. Sharp, D. W. Sanders, M. Keller, John Ready, T. G. Stuart, H. Myers, W. T. Cox, Russell Duncan, R. M. Williams and R. C. Morgan, shall be, and are hereby created to be, a body-politic and corporate, by the name and style of the State Insurance Company, of Lexington, Kentucky; and by that name shall be capable in law to sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in all courts of law and equity and elsewhere; with full authority to acquire, hold, possess, use, occupy and enjoy, and the same to sell, convey and dispose of, all such real estate and personal property as shall be necessary and convenient for the transaction of its business, or which may be conveyed unto said company for the security or in payment of all debts which may become due and owing to the same, or in satisfaction of any judgment of a court of law, or any order or decree of a court of equity in their favor, not inconsistent with the laws regulating the investments of fire insurance companies of this State; and to make and use a common seal, and the same to alter and renew at pleasure; and generally to do all things relative to the object of this company. § 2. That the capital stock of this company shall Capital stock. be one hundred thousand dollars, which may be increased at the will of the stockholders to five hundred thousand dollars, and shall be composed of shares of one hundred dollars each. At the time of subscribing there shall be paid on each share five dollars, and the balance on each share shall When to begin business. be subject to the call of the directors, and shall be secured by notes on other property, stocks or bonds, to be approved by the president and directors for the time being. The said security shall be renewed whenever the directors may consider it proper; and any stockholder neglecting or refusing to renew his security, or neglecting or refusing to pay any installment, in whole or in part, when requested by the directors, the president and directors may sell and dispose of such stock, and after deducting the expenses of such procedure, shall pay over to such stockholder any excess which may remain; yet such stockholder shall be held liable for his proportion of any loss which may have occurred previous to such neglect or refusal. § 3. That said company shall not be authorized to begin business until the sum of one hundred thousand dollars ($100,000) in cash shall be paid up as capital, and the fact certified as now required by law. § 4. The transfer of stock may be made by any Transfer of stock stockholder or his legal representative, subject to such restrictions as the board of directors shall from time to time make and establish. Management. § 5. The affairs of the company shall be managed by not more than nine (9) nor less than five (5) directors, a majority of whom shall constitute a quorum, the number of directors to be determined in the bylaws, after the first election, all of whom shall be stockholders, to be elected as follows: The stockholders composing this association shall have a meeting for the first election within one month after two hundred shares of stock shall have been subscribed for, and on the second Saturday in June in each and every year thereafter, and choose by ballot at the first election nine (9) directors from among the stockholders at the first election; two or more incorporators herein named to act as judges of election, keep a poll-book, and declare the persons elected directors. Each share of stock subscribed, and upon which the payment has been made as required in the second section, shall entitle the holder to one vote; and the directors so chosen shall serve until the second Saturday in June following, and until others are chosen. At the first meeting after each election said directors shall choose by ballot a president from among themselves, a majority of all being necessary to constitute a quorum for that purpose; and in case of death or disability of the president, the directors shall fill the vacancy by ballot as before; and in case of vacancy in the board of directors, it shall be filled by the directors from the stockholders for the remainder of the year. § 6. That it shall be lawful for said company to Business. insure houses and other buildings or structures, and personal property contained in any houses, buildings or structures, of whatever kind, against fire, lightning or storm, in or out of the State; also steamboats or other vessels, and property contained therein, against loss or damage by fire or otherwise, and shall be liable to make good all losses sustained by fire or otherwise, agreeably to such terms and conditions as shall be contained in the policy of insurance. § 7. It shall be lawful for said company to invest Investiments. all or any part of its capital stock, money, funds or other property in such way as the directors shall deem best and most advantageous: Provided, however, That all such loans or investments shall be made in accordance with the existing laws of this Commonwealth regulating the loans and investments of fire and marine insurance companies; and may acquire, hold and possess, by purchase or otherwise, any insurance interest or business, or the profits thereof, that the directors may deem advisable; and may transfer, sell and dispose of any or all interests which the said company may have acquired by said investment or otherwise: Provided, It shall not be lawful for said company to use and employ any part of said capital stock, money or other funds, in buying Dividends. Officers and selling goods, wares and merchandise, nor in the purchase of real estate, except as provided in the first section of this act; nor shall the said company trade in the business of exchange, brokerage, nor issue or emit bills of credit as a circulating medium of trade or exchange, nor in any manner engage in the business of banking. § 8. The president and directors shall declare such dividends of the profits of the business of the company as shall not impair, nor in any way lessen, the capital stock of the same. The dividends shall be made half yearly, on the second Saturday in June and December, and shall be paid to the stockholders ten days thereafter; but no dividends shall be paid to any stockholder whose stock is delinquent, but shall remain to the credit of said stockholder on the books of the company until said delinquency is settled or made good to the satisfaction of the directors. 9. That the president and directors shall have power and authority to appoint a secretary and other officers under them as shall be necessary for transacting the business of said company, and may allow them such salaries as they may judge reasonable; to ordain and establish such laws and regulations as may appear to them necessary for regulating and conducting the concerns of said company, and not being contrary to or inconsistent with this act, the Constitution and laws of this State and the United States; they shall keep full, fair and correct entries of their transactions, which shall be at all times open to the inspection of the stockholders. 10. That the stock of this company may be transferred and assigned on the books of the company, in person or by power of attorney; but no stockholder indebted to the company shall be permitted to make any transfer or receive any dividend until such debt is paid or secured to the satisfaction of the president and directors. § 11. The president and directors may call a general 1 1 meeting of the stockholders for any purpose relative Meetings. to the affairs of the company, giving at least three weeks' notice thereof in some newspaper printed in the county of Fayette. § 12. Should it happen that, from any cause, the Elections. annual election of directors should not take place in any year, or the day hereinbefore mentioned for that purpose, the corporation shall not, for that reason, be dissolved, but such election may be lawfully held on such other convenient day, within six months thereafter, as may be fixed on by the president and directors, causing three weeks' notice of said election to be printed in some newspaper printed in said county. § 13. That all policies or contracts of insurance that Contracts. may be made or entered into by said company, may be made under or without the seal thereof, and shall be subscribed by the president, or such other officer as may be designated for that purpose by the said company, and attested by the secretary; and being so subscribed and attested, shall be obligatory upon the said company, according to the tenor, intent and meaning of this act and of such policies or contracts; and all such policies and contracts so made, subscribed, attested and executed, and the loans and other business of the company, may be made, conducted and carried on without the presence of the whole of the directors, but by such committees, agents, or otherwise as the board may authorize, and the same shall be binding upon the company. § 14. That the individuals named in the first sec- Organize. tion of this act shall, after the passage of this act, meet at Lexington, in said county; a majority of said incorporators being necessary to constitute a quorum; and being assembled, shall appoint such persons as they may deem proper to receive and open books for subscription to the capital stock of this company; said books to be opened at such places and at such time as shall be determined at said meeting; notice of the time and place of opening such |