PART THIRD. INCORPORATIONS. AN ACT To incorporate the Nebraska City Insurance Company of Nebraska City. SECTION 1. Be it enacted by the Council and House of Representatives of the Territory of Nebraska, That an insurance company shall be established in Nebraska City, with a capital of fifty thousand dollars, which may be increased, at the will of the stockholders owning a majority of the stock, from time to time, to any amount not exceeding three hundred thousand dollars, divided into shares of one hundred dollars each to be subscribed and paid for by individuals, companies or corporations, in the manner hereinafter specified. SEC. 2. H. B. Baker, A. A. Brookfield, Harvey E. Hills, Henry Bradford, Miles W. Brown, N. S. Harding, Wm. C. Sipple, Columbus Nuckolls, and D. F. Jackson, or any three of them, be, and they are hereby, constituted commissioners to open books of subscription in said city, for the capital stock of said company, on the sixteenth day of February next, and keep them open every day, from ten o'clock A. M. to two o'clock P. M., for the space of ten days, or until all the stock be subscribed for, when they shall be closed, and within a reasonable time thereafter the subscribers shall meet and choose their directors, the commissioners first giving at least ten days' notice in one or more newspapers in Nebraska Territory of the time and place of such meeting. SEC. 3. The subscribers for the stock of said company, their associates, successors and assigns, shall be and they are hereby created and declared a body corporate and politic, by the name and style of the Nebraska City Insurance Company, and shall so continue for twenty-five years; and by that name they and their successors shall have perpetual succession, and shall and are hereby made capable in law of buying, receiving and possessing property of every kind and the same to sell or otherwise dispose of, of contracting and being contracted with, of suing and being sued, of impleading and being im-1 pleaded, of answering and being answered unto, of defending and being de fended against, in all courts and places whatever, in all manner of actions, suits, complaints and cases; and they and their successors may have and nse a common seal, and the same change and alter at pleasure, and shall have power to arbitrate, compromise, and all other powers necessary and proper for an insurance company and which may be useful and necessary to carry into complete effect of the purposes of this act. SEC. 4. The corporation hereby created shall have full power and authority to make all kinds of insurance against loss on ships, steamboats, or other vessels, their cargoes, goods, wares, merchandise, produce, gold and silver bullion and coin, freight, wages and property of every kind, in the course of transportation by land and water; to make insurance against loss or damage by fire on land and water on every description of property or merchandise; to make all kinds of insurance upon lives and to make such other insurance as they may judge expedient; to lend money on bottomry and respondentia; to insure or guarantee the payment of promissory notes, bonds, bills of exchange and other monied obligations at the time they become due; to fix the premium of insurance, and in the event of the company paying said notes, bills of exchange, bonds, or other monied obligations, in virtue of their guarantee thereof, the said company shall, from and after the payment of said obligations, be subrogated to all the rights to which the person or persons to whom such payments shall be made had in and to the same, and shall have all such rights of action and remedies in law or equity for the recovery of the same that said person or persons had, and generally to do and perform all necessary matters and things relating to, or in connection with, the said objects or either of them. The said company may also cause themselves to be insured against all maritime and other risks and upon the interest they may have in any vessel or vessels, goods or merchandise, in virtue of any loans they may have made on bottomry or respondentia, or in virtue of their guarantee of any promissory notes, bonds, bills of exchange, or other monied obligations, against all losses they may incur by reason of any insurance made by said company on any life or lives or against losses by fire, the perils of the sea or inland navigation and transportation. SEC. 5. The stock and affairs of said corporation shall be managed and conducted by seven directors, who shall be stockholders of said company. They shall, after the first year, be elected on the first Monday in December of each year, at the office of the company in Nebraska City, within such hours as the board of directors for the time being shall appoint, and shall hold their offices for one year and until others shall be chosen to supply their places, and no longer. Ten days public notice of such election shall be given and it shall be held under the inspection of three stockholders appointed by the board of directors, and shall be made by ballot, by a plurality of the votes of the stockholders voting, allowing one vote for every share, and stockholders not personally present may vote by proxy made in writing directed to the person representing them at each election. In case that it should at any time happen that an election of directors should not be made on any day, when, pursuant to this act, it ought to have been made, the said corporation shall not, for that cause, be dissolved, but it shall be lawful on any other day to hold and make an election of directors in such manner as shall be regulated by the by-laws of the company. SEC. 6. The directors regularly chosen by the stockholders of said company shall, as soon as may be, after every annual election, proceed to choose out of their body one person to be president, who shall preside and hold his office for the same period for which the directors are elected, and it shall require a majority of all the directors elected for such choice, and in case of a vacancy by death, resignation, non-residence or other cause of the president, a director, or other officer of the company, such a vacancy shall be filled by the board of directors, and in case of the absence of the president, the board of directors shall have power to appoint a president pro tempore, who shall perform all the duties of the president regularly chosen. SEC. 7. The stock of said company shall be considered personal property and shall be assignable and transferable according to such rules and restrictions as the board of directors shall, from time to time, make and establish; subject, however, to the general laws of the Territory as they now exist, or may be changed hereafter. SEC. 8. The major part of the directors of said company shall constitute a board, and shall be competent to the transaction of the business of the corporation, and they shall have the power to appoint a secretary and such clerks, agents, assistants and other servants as they may deem expedient, and also from time to time may appoint one or more persons from their own body to assist in the performance of the business of the company, with such salaries and allowances as they may think proper; to insure against all risks authorized by this act: to receive, for the amount of premiums and guarantees, such notes endorsed and payable in such manner and at such times as they may deem proper, in conformity to such regulations and by-laws as shall be made on the subject; to declare and make dividends yearly of so much of the profits arising from the business of the company as shall appear to the board of directors advisable; but the money received and notes taken for premiums and guarantees on risks which shall not have expired at the time of making such dividend, shall not be considered as forming a part of the profits of said company; to settle, adjust and pay down all losses for which the company may become liable according to the rules and regulations which shall be prescribed by the by-laws; they may, however, confide to the president and secretary, or any two of the directors, the power of insuring risks, fixing and receiving premiums and guarantees, adjusting and paying losses, to such amounts as they may think prudent; to make and prescribe such regulations, rules and by-laws as to them shall seem proper, touching the business and interests of said company, and to have power generally to do and perform all acts necessary and convenient for the government of the affairs of said corporation, and to carry into effect the powers and purposes of this act. SEC. 9. It shall be lawful for said company to purchase and hold such real estate as may be convenient for the transacting of its business, and also to take and to hold any real estate as a security or in mortgage or pledge to secure the payment of debts due to said company, either for shares of the stock company or otherwise, and also to purchase and hold real estate, at any sales made in virtue of any judgment at law or decree in equity in favor of said company; to receive and take in satisfaction of any debts due to said company, previously contracted in the course of its dealings, any real estate, and to hold all such real estate, except that first mentioned, so long only as may be necessary to enable said company to make sale of the same, for money or on such other terms as they shall deem most for the interest of the company; but it shall not be lawful for said company to employ any of its stock funds or money in buying or selling goods, wares and merchandise, nor to execute any notes, or bills; nor shall it be lawful for said company to make any contract for the payment of the money, except in the line of the |