Chap. 51.—An ACT to incorporate the Southern Mutual Life Insurance
Company of Virginia.

Passed January 11, 1867. e

1. Be it enacted by the general assembly of Virginia, That
Robert H. Maury, John S. Calvert, Edward Mayo, Thomas
H. Wynne, William H. Smith, Shelton C. Davis, Robert J.
Christian, David M. Lea, Hunter McGuire, Richard H. Dib-
rell, Daniel Von Groning, John Garrett. Samuel C. Robinson,
Powhatan Roberts, and all others who may be hereafter asso-
ciated with them in the, manner hereinafter prdvided, and
their successors, be and they are hereby declared to be a
body corporate, by the name and style of The Southern Mu-
tual Life Insurance Company of Virginia.

2. The corporation hereby created shall have power to
make all and every insurance connected with or appertaining
to life risks; to grant, purchase or dispose of annuities and
reversions, and to purchase and hold such real estate as may
be necessary for the convenient transaction of its business,
or as it may deem expedient for the purpose of securing or
obtaining payment of debts contracted with the said corpo-
ration, in the transaction of its proper business.

3. There shall be a guarantee capital stock subscribed of
not less than one hundred thousand dollars, divided into
shares of twenty-five dollars each, the holders of which shall
be entitled to receive, out of the profits, dividends ‘not ex-
ceeding fifteen per centum per annum on their stock, payable
semi-annually.

4. When the said guarantee capital stock is subscribed, the

‘company shall be organized by the election of fifteen direc-
tors by the stockholders. ‘The directors shall continue in
office one year, or until their successors are appointed. ,
__ 9. There shall be an annual meeting of the company for
the election of directors, held in the city of Richmond, at
such time and place as the directors may appoint. - A ma-
jority of the guarantee capital stock represerited in person
or by proxy shall constitute a quorum at such. meeting for
the transaction of business. . In all meetings of the company
every shareholder shall be entitled to one vote for each share
of the. guarantee capital stock standing in his name on the
books of the company not exceeding ten shares, and oné
vote for every five shares thereafter not exceeding one hun-
dred shares, and one vote for every ten shares thereafter.

6. All persons who shall hereafter insure with the- said
corporation, or purchase an annuity therefrom, their execu-
tors, administrators and assigns continuing to be insured
therewith, or entitled to receive an annuity therefrom, shall
thereby become members thereof during the time they shall
remain insured by the said corporation, or entitled to receive
an annuity therefrom, and no longer. °

7. All the corporate powers of “the company shall be exer-
cised by the board of directors and such officers and agents
as they may appoint. The board shall have power to declare
by a by-law what number of directors, less than a majority
of the whole but not lest than five, shall be a quorum for the
transaction of business.

8. The board of directors shall have power to enact by-
laws, rules and regulations for the government of the officers
and agents of the company, and the conduct of its affairs,
not inconsistent with the laws of the state or of the United
States.’ No alteration, amendment or addition to the origimal
by-laws shall be made, except by a vote of a majority of the
board of directors. The board shall be convened for auch a
purpose by a notice to each director, expressing the altera-
tion, amendment or addition proposed to be made, and the
ayes and noes shall be taken and recorded on each question.

9. The board shall have power, by a vote of a,majority of
the whole number of directors, to fill vacancies in its number
occasioned by death, resignation or removal.

10. The board shall elect one of its members president of
the company, who shall continue in office one year, or until
his successor is appointed. .

11. So much of the capital stock and earnings of said cor-
poration shall be invested in loans secured by deeds of trust,
or other lien, on unencumbered real estate, worth double the
amount loaned, as the board of directors may deem judicious
for the guaranteeing the solvency of the company, and the
residue thereof shall be invested in the securities of this or
any other state, or of the United States, or of any incorpo-
rated city or company in the said states, or in bonds guaran-
teed by any such state or city, or in bills receivable, satisfac
torily secured by personal or collateral security.

12. It shall be lawful for the company hereby inuorpornted,
to establish branch offices or agencies within this state or
elsewhere, at such points as may be necessary to enable them
best. to conduct their business; and the corporate seal of said
corporation shall be used at such agencies, under the direc-
tion of the president and directors, if deemed necessary.

13. Insurance may be effected for the benefit of efther the
insured or for such person or persons as he or she may in-
dicate.

14. The members of the company shall not be liable for
any loss, damage or responsibility other than the property
they have in the capital and funds of the company, to the
amount of the shares respectively held by.them, and any
profits arising therefrom not divided.

15. Every : stockholder, not in debt to the company, may,
at pleasure, in person or by attorney, assign his stock on the
books of the company, or part thereof, not being less than a
whole share; but no stockholder indebted to the company,
shall assign or make a transfer of his stock, or receive a divi-
dend, until such debt is paid or secured to the satisfaction of
the board of directors.

16. Within thirty days after one year’s organization of the
company, and within thirty days after the expiration of every
term of one year thereafter, a statement shall be made show-
ing the transactions and condition’ of the company. If it
shall appear from such statement, that, after paying all ex-
penses, losses of the company and dividends to the holders
of the guarantee capital stock, and after making adequate
provision for all outstanding policies and annuities for which
the company is bound, there is a surplus of accumulated
profits remaining, such surplus shall be disposed of as follows:
Three-fourths thereof, skall be divided among the holders of
existing policies, who are entitled, by the terms of their poli-
cies, to participate in the profits of the company in propor-
tion to the amount of premiums theretofore paid by them
respectively, to be paid to the said policy-holders in such
manner, at such times, and upon such conditions as the board
of directors may prescribe; and the remaining one-fourth
thereof sball be paid to the holders of the guarantee capital
stock. .

17. This act. shall take effect from its passage, and shall be
subject to amendment, modification or repeal, at the pleasure
of the general assembly.