AN ACT To incorporate the Merchants' Mutual Insurance Company of Milwaukee. Be it enacted by the Council and House of Representatives of the Territory of Wisconsin: SECTION 1. That from the time this act shall commence Name and style of cor and take effect, James B. Martin, Harrison Luddington, poration. powers of SEC. 2. The corporation hereby created may become a General party to suits; may make bye-laws, not inconsistent with any corporation. existing law, for the regulation of its affairs, and have and use a common seal, and alter the same at pleasure; and in addition to these general powers, the said corporation shall have power, by instrument under seal, or otherwise: 1. To make insurance on dwelling houses, shops, and other buildings, household furniture, merchandize, and other property against loss or damage by fire: 2. To make marine insurance upon steam boats, vessels, and other water craft, goods, wares, and merchandize, freight, bottomry, and respondentia interests; and to make all and every insurance connected with marine risks, and risks of navigation and transportation : 3. To cause themselves to be re-insured against any risk upon which they have made or may make insurance. Powers by whom exercised. Classes of trustees. Vacancies how filled. Notices of olection how given. SEC. 3. All the corporate powers of the said company shall be exercised by a board of trustees, and such officers, clerks, and agents as they may appoint. The board of trustees shall consist of twenty persons, all of whom shall be citizens of this territory. They shall elect a president and vice-president annually, who shall be members of this corporation, and shall hold their offices until others are elected in their stead; and they shall have power to declare by byelaw what number of trustees less than a majority of the whole shall be a quorum for the transaction of business. The persons named in the first section of this act shall constitute the first board of trustees. SEC. 4. The trustees shall at their first meeting divide themselves by lot into four classes. The term of the first class shall expire at the end of one year; the terms of the following classes shall expire successively annually thereaf ter; and each class shall hold over until others are elected in its stead; but this section shall not be so construed as to prevent a trustee going out from being eligible as a new trustee. SEC. 5. Vacancies happening in the board of trustees, or in the number of inspectors, or in the office of president or vice-president, by death, resignation, removal from the territory, or otherwise, may be filled by the board of trustees, for the remainder of the term, a plurality of votes constituting a choice. SEC. 6. Notices of annual elections of trustees to hold for four years, and until others are elected, and for three inspectors of the next election, shall be given in one or more of the daily papers published in the city of Milwaukee, by an officer of the company, two weeks prior to each annual election, to be held at such time and place as may be designated by the board of trustees, or by the president or vice-president, in case of the omission of the trustees to designate the same. Qualification SEC. 7. Every person having taken a policy during the of voters and members of preceding year, directly in his own name, or in the name of corporation. his firm, and every person holding in his own name, or in the name of his firm, a certificate or certificates of the company, (not discharged by payment of losses,) for a proportionate share of the premiums earned as hereinafter provided for, to the amount of twenty-five dollars, shall be deemed a member of this corporation, and entitled to vote in person, or by proxy, at all elections; and every person holding such certificate or certificates, in his own name, or in the neme of his firm, shall be entitled to an additional vote for every sum of twenty-five dollars over the first twenty-five dollars included in the same: Provided, however, that in no case shall any such person be entitled to more than fifty votes. SEC. 8. It shall be the duty of the said trustees, or the When books duty of any number of them not less than five, within two may be closed and company years after the passing of this act, to open books to receive organized. applications for insurance to be effected by the said company, and after receiving applications for such insurance, to be approved by them, amounting to one hundred thousand dollars, the books may be closed and the company organized. It shall also be the duty of the said trustees, so opening the said books, to appoint three inspectors of the first election. to be with. SEC. 9. Every person who shall become a member of this No premium corporation, by effecting insurance therein, shall the first time drawn. he effects insurance, and before he receives his policy, pay the rates of premium that shall be determined upon by the board of trustees, and no premium so paid shall be withdrawn from the said company during its continuance, but shall be liable for all the losses and expenses incurred by the compay during the continuance of the charter. their funds. SEC. 10. It shall be lawful for the said company to invest How Compa their funds on bonds and mortgages on unincumbered real es- ny may invest tate in this territory, worth fifty per cent. more than the sum loaned thereon, and in any stocks created by or under the laws of this territory, or of the future state of Wisconsin, and on bottomry, and respondentia, and to change and re-invest the same. SEC. 11. The company, for the better security of its dealNotes for preers, may receive notes for premiums on advance of persons miums may intending to receive its policies, and on such portions of said be given. notes as may exceed the amount of premium paid by the re Annual statement of the spective signers thereof, at the successive periods when the said company shall make up its annual statement as hereinafter provided for, and on new notes taken in advance thereafter, a compensation to the signers thereof, at a rate to be determined by the trustees, but not to exceed seven per centum per annum, may be allowed and paid from time to time. SEC. 12. The officers of the company, at the expiration profits or los- of one year from the time that the first policy shall have been ses to be made. issued, and bears date, and within one month thereafter, and during the first month after the expiration of every subsequent year, shall cause an estimate to be made of the profits and true state of the affairs of the said company, as near as may be, for the preceding year, and so on for each successive year, which estimate shall be conclusive upon all persons entitled to receive certificates as hereinafter provided for, and shall thereupon cause a balance to be struck of the affairs of the company, in which they shall charge each member with a proportionate share of the losses of the company, according to the original amount of premium paid by them, but in no case shall such share exceed the amount of such premium, such member shall be credited with his proportionate share of the amount of premiums earned, after deducting losses and expenses, and of the profits of the company derived from inCertificates stalments, which share of profits derived from investments, of credit to be shall be paid to such member, and for his proportionate share of the premiums earned, he shall be entitled to a certificate on the books of the company of the amount remaining to his credit in the said company, such certificate to contain a proviso, that the amount named therein, is liable to any future losses by said company. No certificate shall be issued for a sum less than five dollars, nor for the fractional sums between even fives of dollars, but all such sums shall be passed to the contingent accounts of the company. issued. Balance state ment what to contain. SEC. 13. On the same day, in the first month after the expiration of the first year, from the time the said company shall issue their first policy, and within the first month of every subsequent year, the officers of the company shall cause to be made and printed, a general balance statement, of the affairs of the company, which shall contain, 1. The amount of premiums received during the preceding year, syecifying what amount was received on policies. on fire risks, and what amount on policies on marine and inland navigation risks. the 2. The amount of the expenses of the company during year. 3. The amount of losses paid during the year specifying the amount paid on policies on fire risks, and the amount paid on policies on marine and inland navigation risks. 4. The balance remaining with the company. 5. The nature of the security on which the same is invested, specifying what amount is invested on real estate, what on stocks, what on bottomry and respondentia, and the amount of premium notes and cash on hand, a printed copy of which shall be delivered to each member on request, and a copy shall be printed daily for two weeks, immediately after the same shall be made, in one or more daily papers in the city of Milwaukee. When redemption of be made. SEC. 14. Whenever the accumulation of the nett profits of the company shall exceed one hundred thousand dollars, the excess may be applied from year to year, or semi-annually certificates to thereafter, towards the redemption of each years' certificates, in whole or in part as may be determined upon by the board of trustees, but the certificates of a subsequent year are not to be redeemed until those of the preceding are provided for, and when such accumulation shall exceed two hundred thousand dollars, it shall be the duty of the trustees to apply such latter excess towards the redemption of certificates in whole or in part, in the manner above specified. When suits be commen ced. SEC. 15. Suits at law may be prosecuted and maintained by any member, against said corporation, for losses and dam- for losses may ages insured against by them, if payment is withheld more than sixty days after the company is duly notified of such losses, and no member of the said corporation, not being in his individual capacity a party to such suit, shall be incompetent as a witness, all process against the said company, may |