Chap. 59.—An ACT to incorporate the Arlington Mutual Life Insurance
Company.

Passed January 12, 1867.

1. Be it enacted by the general assembly of Virginia, That
J. E. Edwards, D. J. Hartsook, John Enders, A. Y. Stokes,
William F. Taylor, H. K. Ellyson, H. C. Cabell, Asa Snyder,
J. B. Morton, William B. Isaacs, T. J. Evans, J. C. Williams,
William Willis, Jr., J. B. Jeter, James A. Scott, William G.
Taylor, George 8S. Palmer, John Dooley, W. E. Hinton, A.
P. Abell, H. E. C. Baskerville, R. H. Dibrell, George L.
Bidgood, C. T. Wortham, W. H. Palmer, George Jacobs, 8.
C. Tardy, 8S. M. Price, A. D. Chockley, B. M. Quarles, J. W.
Allison, 8. 8. Cottrell, E. A. Smith, W. H. Tyler and J. B.
Pace, and others who may associate under this act, and their
successors, be and they are hereby declared to be a bod
politic and corporate, by the name and style of The Arling-
ton Mutual Life Insurance Company of Virginia; and by
that name may sue and be sued, plead and be impleaded in
all the courts of record in this state or elsewhere, and have
perpetual succession; to have, make and use a common seal,
and the same to break, alter or amend at pleasure; to ordain
and establish such by-laws, ordinances and regulations as
they think wise; and generally to do every act and thing
necessary to carry into effect this act, or to promote the ob-
ject and design of this corporation: provided, thajuch by-
laws, ordinances, regulations or acts, be not inconsistent with
‘the laws of this state or the United States.

2. To make all and every insurance connected with or ap-
pertaining to life risks; to cause themselves to be reinsured ;
to receive endowments; to grant, purchase or dispose of an-
nuities; to contract for reversionary payments; to receive
money on deposit, and grant certificates therefor in accord-
ance with the conditions set forth in sections four and five,
chapter fifty-nine of the Code of Virginia; but,in no case
are such deposits, or the certificates therefor, to be held liable
to make good any policy of insurance issued by this com-
pany, or any other contract made by it; to borrow money
and execute notes for the same; and to purchase and hold
such real estate as may be necessary for the convenient trans-
action of its business, or as it may deem expedient for the
purpose of securing of obtaining payment of debts con-
tracted with the said company in the transaction of its pro-
per business.

3. There shall be a guarantee capital stock subscribed of
not less than one hundred thousand dollars, divided into
shares of one hundred dollars euch; the holders of which
shall be entitled to receive out of the profits, dividends not
exceeding six per centum semi-annually.

4. When the said guarantee capital stock is subscribed,
the company shall be organized, and the persons named in
section one, or such of them as become subscribers to the
guarantee capital stock, shall be directors, of whom J. E.
Edwards shall be president and D. J. Hartsook shall be se-
cretary. Said officers and directors shall continue until the
fifteenth day of April, eighteen hundred and sixty-eight, or
until their successors are appointed. In case of vacancy from
any cause, the remaining directors may elect others to supply
their places until a meeting of the stockholders.

>. The affairs of the said eompany shall be managed by
the president, secretary and directors, five of whom shall
constitute a quorum. They shall appoint such clerks and
other officers as they may find necessary properly to conduct
the business of the company, and allow them suitable com-
pensation; all of which officers shall hold their places during
the pleasure of the said board. They shall have power, also,
to appoint agents in any part of the state or elsewhere, and
at their discretion may take from them bond with security,
conditioned for the faithful performace of their duty—such
agents being removable at the pleasure. of the president and
secretary, subject to the approval of the board. The said
board of directors shall allow to the president and secretary
a reasonable compensation for their services.

6. There shall be an annual election of directors, and at
each electton two-thirds of thé directors shall be elected by
the holders of the guarantee capital stock, and the other
third by the other members of the company entitled to vote;
said directors to continue in office one year, or until their
successors are appointed. The said directors shall elect the
president and secretary, who shall also continue in office one
year, or until their successorg are appointed. The annual
meeting of the company for the election of directors, shall
9e held in the city of Richmond, at such time and ,place as
he directors may appoint. A majority of the guarantee
‘apital, represented in person or by proxy, shall constitute a
juorum at such meeting for the transaction of business. In
Jl meetings of the company, every shareholder shall be enti-
led to one vote for each share of the guarantee capital stock
standing in his name en the books of the company; and any
person other than a holder of one or more shares of the gua-
rantee capital stock insured for life, or who has an insurance
on the life of another person for . life, paying a premium of
not less than one hundred dollars per annum, or entitled to
an annuity from the company of not less than one hundred
dollars per annum, shall be entitled in like manner to vote;
and no other persons shall be entjtled to vote in the meetings
of the company.

7: 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
therein 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.

8. The funds of the company, however derived, may be
invested or loaned on any stock or real security, or be used
in purchasing or discounting bonds, bills, notes or other
paper: provided, that the rate of interest shall be one-half
of one per centum for thirty days, or such other rate as may
be lawful and proper at the time and place of the transac-
tion; but the interest in any case may be paid in advance.

9. The guarantee capital stock subscribed shall be payable
‘by each subscriber at such time or times, and in such propor-
tion, as it may be called for by the president and directors;
and if any such subscriber shall fail to pay the same so called
for, upon every share so held, within twenty days after the
same has been so called for, then the amount so called for
may be recovered by motion, upon twenty days notice in
writing, in any court of record in the city of Richmond, or
place of residence of the holder of the stock, at the option
of the said company.

10. Within thirty days after the expiration of two years
from the first day of January, one thousand eight hundred
and sixty-eight, and within thirty days after the expiration of
every year thereafter, a statement shall be made showing the
transactions and condition of the. company. If it shall ap-
pear from such statement, that after paying all expenses,
losses of the company and dividends to the holders of the
guarantee capital stock; and after making adeqtfate provi-
sion for all outstanding policies, annuities and endowments
for which the company is bound, there is a surplus of accu-
mulated profits remaining, such surplus shall be disposed of
as follows: seven-eighths thereof shall be divided among the
holders of existing policies, who are entitled by the terms of
their policies to participate in the profits of the company in pro-
portion to the amount of premiums theretotfore 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-eighth
thereof shall be paid to the holders of the guarantee capital
stock, which shall be a bonus to them, in addition to the divi-
dends provided for under section three.
11. Every stockholder of the guarantee capital, not in debt
to the company, may, at pleasure, by power of attorney or
in person, assign and transfer his stock in the same, or any
part thereof, not being less than a whole share; but no such
stockholder shall be permitted to make a transfer or receive
a dividend until such debt is paid or secured to the satisfac-
tion of the directors. The company also reserves a lien on
any policy issued thereby for any loan made to the holder,
either as.part of the premium accruing from time to time, or
for any other indebtedness thereto’ incurréd previous to
notice of its assignment to another. ©

12. The members of this 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.

13. All policies of insurance, and other contracts made by
the company, signed by the president and countersigned by
the secretary, shall be obligatory on the said company, and
have the same effect as if attested by a corporate seal.

14. This act shall bé in force from its passage, and shall be
subject to alteration, modification, amendment or repeal, at
the plea#€ure of the general assembly.