count of any such policy as the commission or remuneration of the agent or agents obtaining the insurance, and no part of the eighty-five per cent of the premium retained by the corporation shall be paid to any one except to the regular officers of the corporation for its benefit, and no shipper or middleman or other person shall either directly or indirectly be paid or receive any portion of such premium. An agent of any such corporation, or other person, shall not charge or receive, directly or indirectly, from any person or persons for insurance of such property, any more than the regular rates of premium fixed by the corporation for the insurance of such property, or charge or receive any other or greater sum for such insurance than the amounts payable to the corporation and its agents as provided in this section. In all reports to the superintendent of insurance required by law every such corporation shall verify under oath to such superintendent in such form as he may prescribe, that the corporation has performed and fully carried out the provisions of this section. Any agent, shipper or other person who shall violate any of the provisions of this section shall forfeit to the people of the state the sum of one hundred dollars, one-half of which shall be paid to the person injured, if he shall complain; the other half, or the whole thereof when any other than the injured person shall complain, shall be paid to the treasury of the county in which the offense was committed, for the benefit of the poor of the city or town in which such offense was committed. Any corporation violating the provisions of this section shall be deemed to have forfeited its charter, and the attorneygeneral, upon information from the superintendent of insurance, or upon the complaint of any individual who shall give security, to be approved by the superintendent, for the payment of any costs or expenses on the part of the state, shall proceed against any such corporation so violating the provisions of this section to enforce the forfeiture of its charter. The court in which any such suit or proceeding may be instituted may, upon final judgment instead of decreeing the dissolution of the corporation, require it to pay such sum as a penalty for such violation not less than five hundred dollars, nor more than five thousand dollars, as the court may in its discretion impose, and direct in the judgment that in case such penalty is not paid within a time therein specified the corporation shall be dissolved. Title and Credit Guaranty Corporations. §§ 161-170 § 161. Agencies beyond the United States. Any domestic marine insurance corporation may establish and maintain one or more agencies beyond the United States for the transaction of its lawful business upon such terms and conditions as it may prescribe, and may omit from its annual report the transactions at any such agency in Asia or Europe for five months previous to the time when the report is made, but such omitted transactions shall be included in the next annual report. ARTICLE V. TITLE AND CREDIT GUARANTY CORPORATIONS. SECTION 170. Incorporation. 171. Subscriptions to capital stock. 172. By-laws. 173. Certificate of superintendent. 174. Certificate of payment of capital stock. 175. Directors. 176. Investment of capital and funds of a title guaranty corpora- 177. Corporations requisite to commencing business of a credit guaranty corporation. 178. Powers of credit guaranty corporations. § 170. Incorporation.-Five or more persons may form a cor- and 190 poration for either one or the other of the following purposes: I. To examine titles to real property and chattels real, to procure and furnish information in relation thereto, make and guarantee the correctness of searches for all instruments, liens or charges affecting the same; and guarantee or insure bonds and mortgages and the owners of real property and chattels real and others interested therein against loss by reason of defective titles thereto and other incumbrances thereon, which shall be known. as a title guaranty corporation; or II. To guarantee and indemnify merchants, traders and those engaged in business and giving credit for loss and damage by reason of giving and extending credit to their customers and those dealing with them, which shall be known as a credit guaranty corporation, by making, acknowledging and filing a certifi cate stating: 1. The name of the proposed corporation. 2. The kind of corporation to be formed and its purposes. 3. The amount and description of the capital stock. c.677 5. The duration of the corporation, not exceeding fifty years. No credit guaranty corporation shall be formed for the transaction of business in this state, with a smaller capital than one hundred and fifty thousand dollars. No title guaranty corporation shall be formed with a smaller capital than one hundred and fifty thousand dollars or with a larger capital than two million dollars, which shall be divided into shares of one hundred dollars each. Such certificate shall be filed in the office of the superintendent of insurance, who shall thereupon issue a license to the persons making such certificate, empowering them as commissioners to open books of subscription to the capital stock of the corporation at such times and places as they may determine. (As amended by chap. 266 of 1900.) § 171. Subscriptions to capital stock. Such commissioners shall open books for subscription to the capital stock of the corporation. No subscription shall be received unless at the time of making it, the person so subscribing shall pay to the commissioners ten per cent of the par value of the stock subscribed for in cash. When one-third of the capital stock has been subscribed the commissioners shall call a meeting of the subscribers to adopt by-laws for the corporation and elect directors thereof. Notice of such meeting shall be given to every subscriber by depositing in the post-office properly addressed to him at his last known place of residence and postage prepaid, at least five days before the time fixed, a written or printed notice stating the time, place and object of the meeting. § 172. By-laws.-The by-laws of every corporation created under the provisions of this article shall be deemed and taken to be its law, and shall provide: 1. The number of its directors. 2. Their term of office, which shall not exceed one year. 3. The manner of filling vacancies among directors and officers. 4. The time and place of the annual meeting. 5. The manner of calling and holding special meetings of stockholders. 6. The number of stockholders who shall attend either in person or by proxy at every meeting to constitute a quorum. 7. The officers of the corporation and manner of their election by and from the directors, and their powers and duties. Such Title and Credit Guaranty Corporations. SS 173-175 officers shall always include a president, secretary, treasurer and a general manager. 8. The manner of electing or appointing inspectors of election. 9. The manner of amending or repealing the by-laws. 173. Certificate of superintendent.-Within ten days after such meeting the commissioners shall file in the office of the superintendent of insurance a verified record of the proceedings thereof, containing a copy of the subscription list, a copy of the by-laws adopted, and the names of the directors chosen. Thereupon the superintendent shall issue to such directors the certificate required by this chapter, which shall include a copy of the original certificate provided in section 170, the date and place of the subscribers' meeting, the names of the directors elected and a statement that all the provisions of this article have been fully observed in the organization of the corporation. Upon every amendment of the by-laws of such corporation, a copy of the amended by-laws, duly certified under the seal of the corporation, shall be filed in the office of the superintendent of insurance and of such county clerk, and shall not take effect until so filed. Unless such corporation shall be fully organized as provided in this section within one year after the issuing of the license to the commissioners to open books, such license shall be deemed to be revoked and all proceedings thereunder shall be void. § 174. Certificate of payment of capital stock. The capital stock of every corporation organized under this article shall be paid in, one-third thereof within one year and the other twothirds thereof within two years from its incorporation, or such corporation shall be dissolved. The directors of every such corporation, within thirty days after the payment of the last installment of the capital stock, shall make a certificate stating the amount of the capital so paid in, which shall be signed and sworn to by the president and a majority of the directors, and shall be recorded in the office of the superintendent of insurance and of the clerk of the county in which the principal office of the corporation is situated. 175. Directors. Every director of any such corporation shall be a stockholder to the extent of at least five shares of stock. The corporation shall have such officers to be elected from among its directors, as shall be prescribed in its by-laws. There shall not be less than five nor more than twenty directors, and the number originally fixed by the by-laws of the corporation may be changed at a special meeting of the owners of a majority of the whole amount of the capital stock of the corporation, called pursuant to notice specifying the purpose of the meeting, which shall be served in the manner prescribed in section one hundred and seventy-one. The vote of a majority of the stockholders in person or by attorney duly authorized for that purpose shall be necessary to such change. A majority of the whole number of directors shall be necessary to constitute a quorum. The secretary shall record all the votes of the corporation and the minutes of its transactions and of the board of directors, in a book to be kept for that purpose. The treasurer shall give bonds in such sum and with such sureties as are required by the by-laws for the faithful discharge of his duties. § 176. Investment of capital and funds of a title guaranty corporation. The capital and funds accumulated in the course of its business of every such title guaranty corporation shall be invested in the same kind of securities as the capital and stock of insurance corporations are required by this chapter to be invested. Every such corporation shall set apart a sum not less than two-thirds of the amount of its capital stock as a guaranty fund, and shall invest the same in the kinds of securities in which it is permitted to invest its capital. No such corporation shall issue any guaranty or policy of insurance upon bonds and mortgages or to owners of real property and others interested therein against loss by reason of defective titles and other incumbrances, until such sum has been so set apart and invested. Such fund shall be kept and applied for the security and payment of losses and expenses which may be incurred by reason of the guaranty or insurance made as aforesaid, and shall not be subject to other liabilities of the corporation to the extent of and so long as any such guaranty or insurance is outstanding. If an increase of its capital stock is made by any such corporation, two-thirds of such increase shall be set apart and added to the guaranty fund thereof and kept and invested as above provided. When, on account of losses or otherwise, the amount of the guaranty fund of any such corporation shall fall below such sum as was required to be set apart and invested by this section, no further guaranty or insurance shall be issued until the deficiency below the amount so required has been supplied. |