Chap. 22.—An ACT to amend and re-enact an act entitled an act to incorporate
the Mutual fire insurance company of Loudoun county.

Approved December 22, 1897.

Whereas by act of the general assembly of Virginia, approved March
twelfth, eighteen hundred and forty-nine, a charter was granted to cer-
tain persons therein named, creating and incorporating the Mutual fire
Whereas the said charter was duly accepted and the body corporate
contemplated by said act was duly organized, and is in existence, and,
by the terms thereof, said act was to commence and be in force from its
passage, and remain in full foree and effect until the first day of Jan-
uary, eighteen hundred and ninety-nine; and

Whereas it is desired that the said act of incorporation be amended
and re-enacted, and the corporate existence of said company be con-
tinued, as hereinafter provided: now, therefore,

1. Be it enacted by the general assembly of Virginia, That J. Edward
Walker, A. W. Phillips, R. R. Walker, O. FE. Hine, Samuel N. Brown,
Daniel T. Wood, Henry 8. Ashby, Francis M. Carter, E. A. Milhollen,
Chester C. Gaver, John J. Crim, Thomas D. Gold. Edward Nichols,
Kdyar MeCray, Henry C. Gibson, and R. HH. Dulaney, together with
such other persons as are now or may hereafter beeome members of the
Mutual fire insurance company of Loudoun county, and their sue-
cessors, are declared to be, and shall continue a body corporate under
the name and stvle of the Mutual fire insurance company of Loudoun
county, and by said name shall have perpetual succession; shall sue
and be sued, have and use a common seal, and the same change at
pleasure. Said company shall have full power and authority to insure
every kind of property against loss or damage by fire or lightning; to
provide for the keeping and investment of all funds and assets that are
now or may hereafter become the property of said company, and gen-
erally to transact and perform all such acts, matters and things as ap-
pertain to the business of fire insurance as it is generally conducted, not
contrary to this act, or the laws of this state, or of the United States.

2. That the business of said company shall be managed generally,
by a board of thirteen directors, but committees thereof may be ap-
pointed to determine and dispose of such matters as said board, in its
discretion, may refer or submit to them. Said board shall be elected im
the manner hereinafter provided. A majority of said board shall con-
stitute a quorum for the transaction of business.

3. That it shall be the duty of the scerctary of said company to keep
a book containing a copy of this act and of any constitution and by-
laws of said company (not in conflict therewith) which have been, o1
may, from time to time, be adopted; and all persons who desire to. be-
come members of said company sl all express in writing. in the apphiea-
tion for meml ership, their acceptance thereof, and assent thereto, which
expression of acceptance and assent, and the payment of such fees,
charges, or premiums as may be demanded by the preper officers 01
sud company sha'l, upon the approval of such application, constitute
such persons members of the same, and as such they shall be bound by
all the provisions of this act, the constitution and by-laws of said com.
pany, and all the rules and regulations thereof, heretofore or hereafter
adopted, and all persons now insured shall continue to be members,
and all persons who may hereafter be insured by said company shal
thereby become members thereof,

4. That any member of said company shall have the right to with
draw therefrom, at any time, by applying to the proper officers thereo
in writing, and paving such charges as are in force by the rules anc
regulations of said company at the time of the application fur with
drawal, and also paying any assessment or other claims of said com
pany, due, or to become due, for which he will be ultimately liable te
said company, under its charter, and the rules and regulations made
pursuance thereof. Whereupon the officers shall cancel such insurance
as may stand in the name of the member withdrawing, and make a re
cord thereof in the books of the said company, which shall release saic
member and any estate which he may have insured from all Hability
for or on account of all said member’s obligations to said company helc
by it for premiums on such estate, the insurance of which shall be thus
cancelled, and such withdrawal shall bar such member from all claim:
against said company for any loss or damage by fire or lightning, subse:
quent to the time of such withdrawal and cancellation of such insurance

5. That for all assessments which may be duly called for or made, 1
the person or persons liable therefor shall fail to pay the same, the di.
rectors thereof, or their duly constituted agent, shall have and possess
all the rights and remedies for enforcing the payment of the same from
the delinquent, and against the property or estate of such delinquent,
as is vested in and conferred by law upon the Mutual assurance socicty
of Virginia.

6. That the existing president and board of directors of said company
shall continue in office until the first Monday in April, eighteen hun-
dred and ninety-eight, and until their successors shall be elected, a:
hereinafter provided. The board of directors, at the first meeting after
their election, shall elect one of their members president thereof, who
shall also be president of said company, and they shall also elect a sec-
retary, who shall be secretary of said board and of said company. The
siuld board shall have power and authority to appoint and dismiss it
its pleasure such officers, servants, and agents as it may find necessary
for the transaction of the business of said company, and to allow them
such compensation as it may think proper, and in case of the absence,
death, resignation, or disqualification of the president, a president pro
tempore shall be appointed in such manner as may be prescribed by the
by-laws or rules of said company, and in case of vacancies occurring in
the board of directors, the remaining directors shall have power to fill
the same.

7. That it shall be the duty of the president or secretary of said com-
pany, annually, to give at least two wecks’ notice, by advertisement in
some newspaper published in Loudoun county, or by notices posted at
such public places as he may deem proper, of the election, which shall
be held on the first Monday in April, or at such other time in each year
as may be prescribed by by-law, for thirteen directors of said company,
who shall be members thereof; but in case such election should not,
from any cause, be held on said day, the said company shall not, in
consequence thereof, be dissolved, but such election may be held at such
subsequent time as may be ordered by the board of directors. At all
elections each member having a policy of insurance for one hundred
dollars, shall be entitled to one vote, and for each hundred dollars over
and above one hundred dollars for which his policy or policies may call
he shall be entitled to an additional vote, either in person or by proxy,
but fractional parts of one hundred dollars shall not, in any case, be
counted or entitle the member to any right to vote.
8. The constitution and by-laws, and all the rules and regulations of
sud company heretofore adopted shall continue and remain in full force
and effect until altered or amended. The constitution heretofore adopted
shall not be altered or amended unless it be at a general meeting of the
members held annually for the election of directors, or at such called
mectings of the members as the board of directors may, on application
of one-fifth of the votes Gas before explained), and after notice as above
prescribed to the insured, nor then, unless a majority of the votes then
present, embracing at least one fourth of the whole numbcr, shall con-
eur In such alteration or amendment. But a majority of the board of
directors may atany time make, alter, or amend any by-laws, rules,
and regulations which may, in their judgement, be necessary to promote
the interests of the company: provided, however, such by-laws, rules,
and regulations shall not conflict with this charter or the constitution of
the company, or laws of the state of Virginia or the United States.

That it shall be the duty of the president, whenever required in
writing, by not less than one-tenth of the whole number of votes, as
before explained, to call a general meeting of the members, by giving
notice, as above provided, to the members, for the transaction of such
business as may be specified in said written request; and any resolu-
tions adopted or proceedings had at such meeting by not less than two-
thirds of the vote then present, shall be binding on the board of diree-
tors and members of said company: provided, that at such mecting, at
least one-fourth of the entire number of votes of the said company be
represented, and that such resolutions adopted and) proceedings had
shall not conflict with this charter, or the laws of this state or the
United States.

10, That anyone desiring to become a member of said company, shall
sien a written applic ation, expressing such desire, containing answers to
such interrogatories as may be embraced therein, all of which shall be
considered and treated as a part of any policy which embraces the pro-
perty therein deseribed. At the time of making such application, the
applicant shall execute a premium bond or note to said company for
such amount as conforms to the rates in foree. The obligation and Na-
bilitv of the insured incurred by the exceution of said bond or note, as
long as the insured remains a member of said company, shall be a con-
tinuing one, and shall be the same in amount and in all other respects
as though the same had been re-executed annually on January first.

That said board of directors shall, before the commencement of
each fiscal year, at such time as it deems proper, make an approximate
estimate of the amount of money which said company is likely to need
during the next fiscal year to discharge its abilities and losses, and all
claims and demands on said company which have aecrued, and such as
are likely to acerue during such vear. The said board shall then deter-
mine what part and how much of said premium note or bond will prob-
ably he required to discharge all said liabilities, losses, claims, and de-
mands, and shall call on the insured to pay the same by such time as
mav be specified in the order or by-laws. The rate of assessment of
each premium note or bond of the members shall be the same, and
should the habilities of said company and claims and demands against
it be not fully provided for by the money realized from such assessment,
said board may, from time to time, assess said premium bonds or notes,
equally and alike, with such amount and at such rate as will provide
funds enough for such purposes. Each member shall be notified of the
rate of the assessment, payment of which is called for and the time in
which it is required to be made, at least thirty days before the final or
last day of payment. Mailing such notice to the postoflice address given
by the member in the application for insurance (and in case of change
of the same, such address as the member shall in writing furnish the
secretary ), shall in all cases be sufficient notice to such member. If any
member fails to make payment of the premium called for within the
time required by the said board or the by-laws, it shall be lawful for the
said company to recover the same or such parts thereof as remain un-
paid, with lawful interest thereon from the time when payment thereof
was required, and costs of the same, before any court or justice of the
peace within whose jurisdiction the said member may reside, on ten
days’ notice to or warrant against said member.

12. That said board of directors shall have, and is hereby invested
with full power and authority to make a by-law or rule whereby any
member of said company who shall fail to pay any assessment on the
notes or bonds given to said company by such member, may be excluded
from the benefit of all insurance given to such member, and may de-
clare all policies issued to such member forfeited for such default, but
such member shall remain and be hable to assessment and contribution
in case of loss by others during the time such default continues.

13. That the board of directors of said company, a committee thereof,
or any authorized agent of said company, shall have full power and
authority to revoke and annul any policy of insurance issued by it when-
ever they deem it for the interest of said company to do so, refunding
to such member an equitable share of the last assessment paid.

14. That in the event a disagreement shall arise between the said board
and the insured in respect to the amount of the loss or damage it shall
be referred to arbitration, in which case one arbitrator shall be chosen by
said company, one by the insured, and they shall choose a third, whose
award, or the award of any two of them, in respect to the amount
of such loss or damage, shall be final. All losses sustained by the in-
sured shall be paid within ninety days after the adjustment of the same
by the board of directors of said company.

15. This act is to be taken and construed as an act to amend and re-
enact said act, approved March twelfth, eighteen hundred and forty-nine,
and to revive and continue the corporate existence of said company. It
shall be submitted to the members of said company, at the annual meet-
ing thereof, held in April, eighteen hundred and ninety-eight, for the
election of directors. If a majority of said members present, in person
or represented by proxy at said meeting, shall vote to accept this charter,
such acceptance shall be conclusive on and bind all existing members of
said company: provided, that at least one-fourth of the total votes of
said company is represented in such meeting.

16. That all the estate and assets, real and personal, choses in action,
claims and demands of every character now held by or due to the
Mutual fire insurance company of Loudoun county shall be, remain, and
continue the property of said company, and all said estate and assets of
said company shall he, and remain, liable to all lawful claims and just
demands against the same, unimpaired and unaffected by this act.

17. That the general assembly reserves to itself the right to alter or
amend this act at its pleasure.

18. That all taxes and demands due the commonwealth shall be paid
in lawful money of the United States, and not in coupons.

19. This act shall be m force from its passage.