and shall also execute a promissory note for such sum of money as shall be determined by said directors, and deposit the same with said company, which said note shall be payable in whole or in part, at any time when the directors shall deem requisite for the payment of losses, or other expenses of said company, and at the expiration of the term of insurance the said note, or such part of the same as shall remain unpaid after deducting all losses and expenses accruing during said term, shall be relinquished and given up to the signer thereof.

SEC. 6. Every member of said company shall be, and hereby is bound and obliged to pay his proportion of all losses and expenses happening or accruing in and to said company, not exceeding the amount of his said note. And all buildings, and the land on which they stand, and the property insured therein, shall be held by said company as security for any deposit note which they may hold of the members for whom they have insured; and the policy of insurance to any member of said company upon his buildings, or other property, shall of itself create a lien upon the same for the sum of any such deposit note and the cost which may accrue in collecting the same, and such lien shall continue during the existence of said policy and the liability of the insured therein, notwithstanding any transfer or alienation.

SEC. 7. In case of any loss or damage by fire happening to any member upon property insured in and with said company, said member shall without delay give written notice thereof to the secretary of said company, and the directors, upon a view of the same, or in such other way as they may deem proper, shall ascertain and determine the amount of such loss or damage, and if the party suffering is not satisfied with the determination of the directors, then all questions between the parties growing out of losses, shall be submitted to three indifferent persons for final arbitration and decision. Said company shall select one of said persons, and the person suffering the loss shall select one of said persons, and the two thus selected shall appoint the third person to complete the required number, and from their decision there shall be no appeal.

SEC. 8. All assessments shall be determined by the directors, and the sum to be paid by each member shall always be in proportion to the original amount of his deposit note, and shall be paid to the treasurer within thirty days next after notice of said assessment shall have been published. And if any member of said company, or his legal representatives, shall, for the space of thirty days after notice, neglect to pay the sum assessed upon his note, in conformity to this act, the directors may sue for,

and recover the whole amount of said deposit note, with costs of suit; and the money thus collected shall remain in the treasury of said company, subject to the payment of such losses and expenses as have or may thereafter accrue, and the balance, if any remain, shall be returned to the party from whom it was collected, on demand, after thirty days from the expiration of his policy.

SEC. 9. If it shall ever happen that the whole amount of deposit notes shall be insufficient to pay the losses occasioned by fire, then the sufferers, insured by said company, shall receive toward making good their respective losses, a proportionate dividend of the whole amount of said notes, according to the sums by them respectively insured.

SEC. 10. Said company may make insurance for any time, not exceeding five years; and any policy of insurance issued by said company, signed by the president and countersigned by the secretary, shall be deemed valid and binding on said company, in all cases, when the insured has a title in fee-simple, unincumbered, to the buildings and property insured, and to the land covered by said buildings; but if the insured have a less estate therein, or if the property or premises are encumbered, policies shall be void, unless the true title of the insured, and the encumbrances on the same be expressed therein.

SEC. 11. The directors shall settle and pay all losses within three months after they shall have been notified thereof, as aforesaid, unless they shall judge it proper to replace the property destroyed, or repair the damages sustained, which they are hereby empowered to do, in a convenient time.

SEC. 12. When any property insured in this company shall in any way be aliened, the policy thereupon shall be void, and be surrendered to the directors of said company to be cancelled, and, upon such surrender, the assured shall be entitled to receive his note upon the payment of his proportion of all losses and expenses that have accrued prior to such surrender: provided, however, that the alienee having the policy assigned to him, within thirty days after such alienation, may, at the discretion of the directors, have the same ratified, and thereupon the assignee shall become liable to all the conditions, and entitled to all the benefits of the policy, upon giving security to the satisfaction of said directors for such portion of the deposit or premium note as shall remain unpaid.

SEC. 13. If any alteration shall be made in any building, insured by this company, or containing property insured thereby, after insurance has been made thereon, whereby it may be exposed to greater risk or hazard from fire than it was

FARMERS INS. CO.-CASE, LOCKWOOD & BRAINARD CO. 81.

at the time it was insured, then, and in every such case, the insurance made upon such building or property, shall be void, unless the insured shall give notice thereof, in writing, to the secretary, and pay such additional premium as may be required.

SEC. 14. When any real or personal property, insured by said company, shall be destroyed by fire, the directors may retain the amount of the premium note given for the insurance thereof, until the time for which insurance was made shall have expired, and at the expiration thereof the assured shall have the right to demand and receive such part of such retained sum or sums as have not been expended in losses or assessments.

SEC. 15. If insurance on any building or other property shall be and subsist in said company, and in any other company or firm, and by any other person or persons at the same time, the insurance made in and by this company shall be deemed or may become void, unless such double insurance remain with the consent of the directors, signified by indorsement on the policy.

SEC. 16. The said Michael F. Skelly, David C. Porter and David S. Bull, or either two of them, may call the first meeting of said company at any suitable time and place, in said Woodbury, by depositing such call, mailed to each, in the post office, giving at least ten days' notice of the time, place, and design of said meeting, for the purpose of choosing the first board of directors, and of making and establishing by-laws, and of transacting any business necessary and proper to carry into effect the provisions and intentions of this act.

SEC. 17. This act may be altered, amended, or repealed, at the pleasure of the general assembly.

SEC. 18. This act shall take effect from and after its passage. Approved, June 27th, 1873.

[House Joint Resolution No. 57.]
[66.1

INCORPORATING THE CASE, LOCKWOOD & BRAINARD COMPANY.

Resolved by this Assembly: SECTION 1. That Newton Case James Lockwood, and Leverett Brainard, with all others who are or shall hereafter become associated with them, be, and they hereby are, with their successors and assigns, made and estab lished a body politic and corporate, by the name of The Case,

Lockwood & Brainard Company, for the purpose of printing, publishing, bookbinding, and other work incident to and connected therewith, and to manufacture and deal in materials, tools, and machinery, pertaining to said business in the most advantageous manner, and for mercantile purposes, and by that name they and their successors and assigns shall be, and they hereby are authorized and empowered to purchase, take, hold, occupy, possess and enjoy, to them, their successors and assigns, any goods, chattels, and effects of whatever kind they may be, the better to enable them to carry on such business to advantage; also to purchase, take, hold, occupy, and enjoy any lands, tenements, or hereditaments as shall be necessary for the uses and purposes of said corporation, and the same, or any part thereof, sell, lease, and dispose of at pleasure, or to take a lease or leases of any such lands and real estate for a term or terms of years; also to sue and be sued; plead and be impleaded; defend and be defended; answer and be answered unto, in any court of record or elsewhere. And said corporation may have and use a common seal, and may alter the same at their pleasure. SEC. 2. The capital stock of said corporation shall be four hundred thousand dollars ($400,000,) with liberty to increase the same from time to time, to one million dollars ($1,000,000.) And that a share of said stock shall be one hundred dollars, and shall be deemed and considered personal estate, and be transferable only on the books of said company, in such form as the directors of said corporation shall prescribe; and said company shall at all times have a lien upon all the stock, or property of the members of said corporation invested therein, for all debts due from them to said company, and said corporation may organize, go into operation and commence business whenever and as soon as the four hundred thousand dollars of said stock shall be taken, subscribed for and paid; and said directors may obtain new subscriptions to the capital stock at any time, not exceeding in the whole the sum of one million dollars.

SEC. 3. The stock, property, and affairs of said corporation shall be managed by not less than three nor more than seven directors, one of whom they shall appoint their president, who shall hold their offices for one year and until others are chosen, which said directors shall be stockholders, and shall be annually elected at such times and places as the by-laws of said corporation shall prescribe.

A majority of said directors shall in all cases when met, in conformity with the by-laws, constitute a board for the transaction of business, and a majority of the stockholders present, at any legal meeting shall be capable of transacting the business of

such meeting; each share entitling the owner thereof to one vote, which vote may be given by said stockholder in person or by lawful proxy.

That the first meeting of the corporation hereby formed, may be called by the person or persons designated for that purpose by the corporators named in the first section of this act, at such time and place, and giving such notice of such meeting, as the person or persons, or a majority of them thus designated, shall deem reasonable and proper.

SEC. 4. The directors for the time being, or a major part of them, shall have power to fill any vacancy which may happen in their board by death, resignation, or otherwise, for the then current year, and to appoint and employ from time to time a secretary, treasurer, and such other officers, mechanics and laborers as they may think proper for the transaction of the business and concerns of said company, and may require said secretary, treasurer, and other officers to give such security by bond, or otherwise, for the faithful discharge of their trust and duties, as said directors shall deem proper; and also to make and establish such by-laws, rules and regulations, as they shall deem expedient for the management of the concerns of said corporation, and the same to alter and repeal: provided always that such by-laws, rules and regulations be not inconsistent with the laws of this state or of the United States.

And said directors shall and may as often as the interests of the stockholders shall require, and the affairs of said company will permit, declare a dividend or dividends of profits on each share, which shall be paid by the treasurer of said company.

SEC. 5. If it shall so happen that an election of directors shall not be made on any day appointed by the by-laws of said company, said corporation shall not for that cause be deemed to be dissolved, but such election may be holden on any day thereafter which shall be appointed by the directors.

SEC. 6. The directors may call in the subscriptions to the capital stock by installments, in such proportions and at such times and places as they shall deem proper, giving such notice thereof as the by-laws and regulations of said company shall prescribe. And in case any stockholder shall neglect or refuse payment of such installment or installments for the term of sixty days after the same shall become due and payable, and after he, she or they have been notified thereof, such negligent stockholder shall forfeit to said company all his, her or their previous installments, together with all his, her or their right and interest whatever in said stock.

SEC. 7. The said corporation shall, within the period of