Chap. 508.—An ACT to change and amend charter of the Farmers’ mutual benefit
assuciation.

Approved February 24, 1898.

Whereas by an order of the hustings court of the city of Richmond,
entered onthe tenth day of August, eighteen hundred and ninety- -five,
and duly recorded, a charter was s wranted to certain persons therein named,
creating and incor porating the Farmers’ mutual benefit association; and

Whereas the said charter was accepted and the body corporate con-
templated thereby was duly organized and is in existence; and

Whereas it is denied that said charter of incorporation shall be chanyved
and amended as hereinafter provided: now, therefore,

1. Be it enacted by the general assembly, of Virginia, That George FE.
Robertson, Charles N. Friend, John 8. Taylor, Robert G. Wood, Alfred
A. Rudd, W. A. BL ankingship, Haley Cole, ‘A. M. Cheatham, W. T.
Walker, A. I*. Winfree, and such other persons as are now or may here-
after become members thereof as provided hereby, or by such by-laws as
may be adopted, and their successors are declared to be and shall con-
tinue a body corporate under the name and style of the Farmers’ mutual
benefit association, and by that name shall have perpetual succession:
shall sue and be sued; shall have a common seal and change the same
at pleasure. Said corporation shall have full power and authority to
mutually insure against loss or damage by fire or lightning, the dwelling
houses, out-houses, barns, stores, churches, or other property of its
members, upon such terms and conditions as may determined by this
charter or by the by-laws of said corporation; and shall have full power
to provide for the keeping and investments of all funds and assets that
may becume the property thereof, and generally to transact and perform
all such acts, matters and things as may be necessary to carry out its
purposes. It may operate in this state and any other of the United

states.

2. That the incorporators named above, and the officers elected by
them, shall conduct the atfairs and business of the corporation until the
fourth Thursday in August, eighteen hundred and ninety-nine, or until
their successors are duly elected and qualified. After that time a board
of directors shall be formed, coniposed of the presidents and secretaries
of all the county divisions accepting and operating under this charter,
and thev, with the oflicers elected by them and their successors, shall
hold this charter and manage the same for the benefit of the county
divisions working under the same. Should only one county division
accept this charter then the division officers and board of directors shall
form the board and perform the duties of the same.
3. That the officers of said corporation shall consist of a president and
vice-president, and a secretary, who shall, by virtue of his office, also be
treasurer and general agent. They shall be elected annually on the
fourth Thursday in August in each year, by the board of directors, and
shall hold office one year or until their successors are elected according
to this charter, or by-laws of the corporation. They may be selected
from the board of directors or from the membership of any of the county
divisions working under this charter.

4. That the officers so elected with the board of directors shall constitute
a parent or general board for this corporation, and shall conduct all of
its affairs. They shall make and have power to amend or repeal any or
all by-laws, rules, and rezulations for the government of county divisions,
and for the interests of the corporation, not inconsistent with the pro-
visions of this charter ; and the members of every county division acting
under this charter shall be bound thereby. Five members shall consti-
tute a quorum for transaction of ordinary business, but no by-law shall
be made or changed, or be effective until ratified by two- thirds of the
entire general board.

do. That the general board shall meet regularly once a year at the time
specified above, but if for any cause it should fail to meet a special
meeting may be called by said board to perform the duties of the regular
meeting. Special meetings may be held at any time when three or
more of the members of the board may deem it necessary, notice of
which meeting shall be mailed by the secretary to other members of the
board. The board shall have authority at any meeting to remove or
dismiss any officer or fill vacancy in any office if the interests of the
corporation shall require such action. The directors shall each receive
two dollars per day and mileage not exceeding four cents per mile for
necessary travel in attending the meetings and returning home, but they
shall not receive pay for more than two days in any year. The officers
shall receive such compensation as the board of directors may allow.
The secretary shall give such bond as the board may require for the
faithful discharge of his duties as secretary, treasurer and general agent,
payable to said corporation. The president shall preside at the meet-
ings, and in his absence the vice-president sball preside, but if both
should be absent the board shall elect a president pro tempore from the
members of the board. The president and other officers shall perform
any other duties that the board may require,

6. That the secretary shall keep a record of all proceedings of the
hoard in a book provided for the purpose, wherein he shall also record
ull by-laws, amendments, changes of rules, regulations, and so forth;
he shall perform all duties required of him by the board as secretary,
treasurer or general agent; he shall keep books of account showing all
moneys received and disbursed, and shall make annual reports in writing
to the board of all his transactions as secretary, treasurer and gencral
agent, and shall surrender all books, moneys and papers to his suc-
cessor; he shall sign as general agent all policies issued to members of
county divisions; he shall also furnish to the secretaries of county
divisions copies of the annual reports of the president and the secretary,
treasurer and general agent for information of the members and perform
such other duties as the general board may require.
7. The board of directors. or a committee appointed by it, shall audit
the accounts of the secretary, treasurer and general agent once a year
and may inspect the books and accounts whenever deemed proper.

8. That this corporation shall have authority to form divisions, com-
posed of one or more counties in each division, for the purpose of mutually
insuring its members in such division against loss or damage by fire or
lightning, as provided for in this charter and the by-laws of this corpo-
ration, and such division may accordingly so insure its members. No
county division shall be organized and no policies shall be issued until
applications for membership and insurance amounting to one hundred
thousand dollars shall have been made; but when application for in-
surance amounting to that sum shall be made then a county division
may be organized and authorized to issue policies to its members. The
policies shall be signed by the president of the county division and the
veneral avent of the corporation, and shall be binding upon the county
division and the holders.

9. The officers of a county division shall bea president, secretary, and
one or more directors that may be appointed in each magisterial district.
In organizing county divisions the general agent shall appoint officers
for the same for the first year; but after the first year they shall be
elected by the members of the county division in their annual meeting,
and shall hold for one year or until their successors are elected.

10. Hach member of a county division shall pay to the general board
as membership fee, one-half of one per centum of the amount of his
insurance at the time he becomes a member, and he shall pay his pro
rata share of all losses and expenses within his county division, but
shall not be hable for losses or expenses within any other division.
very applicant for membership shall sign an application setting forth
by schedule the property to be insured, its location, value, the amount.
of insurance desired, names of owners, amount of incumbrance, if any,
what other insurance exists upon the property, and in what company;
if mortgaged, to whom loss must be paid; pledging his property and
estate to the payment of his dues and assessments, and waiving the
homestead as to the same; which application shall be filed as a part of
his policy and contract.

11. That the general board shall furnish all blank applications and
by-laws, and shall issue all policies to the county divisions in accordance
with the charter and by-laws, but shall not be responsible for losses or
expenses of any division or any member thereof. Each division shall
bear its own losses and expenses, and shall provide its books, forms,
and papers.

12. That where any county division, operating under the original
charter of this corporation shall, through its officers and directors, ac-
cept the provisions of this charter, the general agent shall furnish blank
applications and policies signed by the general agent, at cost, to the
secretary of the county division upon the order of its board, to be used
only by the original members of that division. When such member
shall have signed such new application for insurance of the same prop-
erty in the old policy, the secretary of the division shall issue a new
policy and cancel the original policy, and register the name and amount
on a new book for membership and file the application. The secretary
of each division shall receive such compensation for additional work
under this section as his division board may allow. The general board
only shall receive fees and issue policies for new membership. °

13. That one-half of all fees received bv the general board for new
membership shall be deposited by the general agent in the veneral
treasury, to be used for the necessary expenses of the general board
and furnishing forms and policies to the county divisions; and the other
half shall be paid to the directors or avents who solicited the insurance;
and when such fees shall not be sufficient to defray the expenses of the
general board, then each county division shall pay its pro rata share of
such expenses when required by the general board or its officers, the
same to be assessed and collected in the same manner as for losses and
other expenses. Membership fees shall not be considered part of the
dues for insurance, and shall be forfeited when membership ceases ex-
cept as herein or in the by-laws otherwise provided.

14. That the general agent may employ local agents to solicit insur-
ance wherever he may deem it best, but the directors in county divi-
sions shall be authorized to solicit insurance in their respective districts,
and in districts where there is no director or where the director thereof
may consent to the same.

15. That the incorporators under this charter, and their successors,
shall have authority to continue all county divisions now operat-
ing under the original charter, according to the provisions of the ori-
ginal charter, unless such divisions accept the terms of this charter.

16. That the officers and directors of each county division shall form
a division board, and such board shall conduct all the affairs of their
division, except such as is reserved to the general board by this charter
and the by-laws. They shall meet twice a year, and their last mecting
shall be prior to the annual mecting of the members. At their meetings
they shall make an assessment not exceeding the amount of the limit of
the greatest risk taken on any one building and contents, as provided in
this charter or the by-laws, to cover all losses and expenses in such
division and to provide a surplus fund. The surplus fund shall not at
any time exceed the amount of the greatest risk taken. Should the
assessment made at any meeting be not sullicient to meet the losses and
expenses, the board of directors may borrow sufHcient money, to be
used for those purposes only, such loan to be repaid by the assessment
at the next meeting, and such assessment shall be pledged as security
for the loan. Should the board fail to secure a loan, and the exigencies
demand, then the president of the county division shall have authority
to order an assessment after ninety days from the last semi-annual
assessment, such assessment, however, not to exceed one-half of the
amount of the limit of the greatest risk on any one building and con-
tents in such division. Said division board and its officers shall per-
form such other duties as may be prescribed in the by-laws.

17. That the dues and assessments of a member or policy-holder who
shall fail to pay may be recovered by action in the name of the corpo-
ration; and such member shall not have the benefit of the homestead
exemption against such claim.

18. That this corporation may adopt such by-laws as may be
deemed proper for its government, and the government of its divisions,
and fixing its powers, duties and responsibilities and those of its
members.

19. That the principal office shall be at Chester, Chesterfield county,
Virginia, but may be changed to any other place, notice being first given
to the secretary of the commonwealth. Branch offices may be estab-
lished where deemed necessary.

20. This act shall be in force from its passave.