erty required by said company for the prosecution of their said business. 5. And be it enacted, That the stock, property, and affairs Affairs of of said company shall be managed by not less than five, nor by whom more than nine directors, stockholders in said company, who managed. shall be chosen annually by the stockholders of said company, on the second Tuesday of January, in each year, at such time and place as the by-laws may direct, and who shall hold office for one year, and until others are chosen in their stead; the stockholders at each annual meeting shall determine how many directors shall be elected for the ensuing year; in case any vacancy shall occur among the directors, the remaining directors shall have power to fill such vacancy; and the first directors of the company shall be the said Elias O. Doremus, George Brown, William A. Freeman, Will- Names of iam D. Russell, William A. Thomas, Ira M. Taylor, J. Fran- tors. cis McCoy, and Wilberforce Freeman, who shall hold their offices until the second Tuesday of January, next, and until others shall be chosen in their places. first direc dissolved if 6. And be it enacted, That in case at any time an election corporashould not be made on the day specified in this act, the cor- tion not poration for that cause shall not be deemed to be dissolved, election not but such election may be held at such other time and place, and upon such notice as the by-laws shall prescribe. 7. And be it enacted, That this act shall take effect immediately. Approved March 18, 1874. held. CHAPTER CCLXII. An act to incorporate the Orange Mutual Fire Insurance corporators 1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That Sebastian Trabold, Timothy Ma- Names of honey, Louis Schmidt, Daniel Brennan, junior, Leopold Wagner, John O'Rourke, Ferdinand Schmidt, George Spottiswoode, August Dykman, Henry W. Egner, Joseph Gasner, Corporate name. May make by-laws,&c. Who to be come members. Affairs tion by whom James F. Smith, Quido Hangs, Patrick Coyne, Andrew Egner, Paul Handel, George Herrman, Peter Gerbert, Henry Wulf, H. K. Schaefer, Leonard Hangs, and all other persons who may hereafter associate with them, in the manner herein prescribed, shall be a corporation by the name of The Orange Mutual Fire Insurance Company for the purpose of insuring their respective dwelling houses, stores, shops and other buildings, household furniture, merchandise and other property against loss or damage by fire; and by that name they and their successors may have perpetual succession, and shall have power to sue and be sued, and to defend and be defended, in all courts, whether in law or equity, and by that name may also have, purchase, possess and enjoy, to them and their successors, lands, tenements and hereditaments, goods, chattels and effects, of what nature and kind soever necessary for the purposes of said corporation, and the same may grant, demise, alien and dispose of at pleasure for the benefit of said company; and may also have a common seal, and alter and renew the same at pleasure; also, may make and establish such by-laws and regulations as to them shall seem necessary and expedient for the well ordering and government of said institution, and put the same into execution; provided, that they be not contrary to the constitution or laws of this state or of the United States. 2. And be it enacted, That all persons who shall insure with the said incorporation, and also their heirs, executors, administrators and assigns, continuing to be insured in said corporation as hereinafter provided, shall thereby become members thereof during the period they shall remain insured by said corporation and no longer. 3. And be it enacted, That all the affairs, property and of corpora-concerns of said corporation shall be managed and conducted a board of fifteen directors, who shall continue in office by managed. for one year and until others shall be chosen in their places, all of whom shall be members of the said corporation, shall take an oath or affirmation of office to honestly and faithfully discharge the duties of said office, and choose out of their body a president and vice-president; all vacancies occurring in said board may be filled for the remainder of the year by such person or persons as a majority of the board of directors for the time being may select and appoint; and a majority of the whole of said board shall constitute a quorum for the transaction of business. tors. 4. And be it enacted, That Sebastian Trabold, Timothy Names of Mahoney, Daniel Brennan, junior, Joseph Gasner, Louis arst direcSchmidt, Henry W. Egner, Leopold Wagner, George Spottiswoode, August Dykman, Ferdinand Schmidt, Peter Gerbert, James F. Smith, John O'Rourke, Andrew Egner and Henry Wulf shall be the first directors of said corporation; and that annually hereafter, a board of directors may be elected at such time and place in the county of Essex and state of New Jersey, as the said corporation in their by-laws shall appoint, of which election due notice shall be given in at least one of the public newspapers printed in said county for two weeks immediately preceding such an election, and it shall be the duty of the board of directors for the time being, to appoint three discreet persons, members of said corporation, and not members of said board, to be inspectors of such election, and to count the votes that may be given in, and to declare the result of such election, which shall be by a plurality of the votes of the members or their proxies, then present, allowing one vote to each member for every hundred dollars insured in said company; and it shall be the duty of such inspectors, or a majority of them, to make and sign a certifi cate of the result of such election, stating who are elected by the greatest number of votes, and to deliver such certifi cates to the secretary of the company, for the time being, which certificate shall be filed and recorded by said secretary and be conclusive evidence of the result of such election, until set aside by some court having competent authority to do so. powered to 5. And be it enacted, That the board of directors may ap- Board empoint a secretary and such other officers and agents as may appoint of be requisite for effecting and carrying on the business officers. said company, and allow them such compensation as they may deem reasonable, and also determine the rates of insurance, the sum to be insured and the sum to be deposited for any insurance. company to 6. And be it enacted, That all policies or contracts found- contracts ed thereon, which shall be made or entered into by the said made by company, shall be made under the seal thereof, and shall be be under subscribed by the president, and attested by the secretary," seal. Amount to be paid by person be coming a member. When pol surrender ed. and being so subscribed and attested, shall be binding and obligatory upon said company; and the company shall be liable for all loss or damage sustained by fire or other casualty resulting therefrom, agreeably to and on such terms and conditions as shall be contained in the policy. 7. And be it enacted, That every person who shall become a member of said corporation, by effecting insurance therein, shall, before he receives his policy, deposit his promissory note for such a sum of money as shall be determined by the directors, and that a part, not less than fifteen, nor exceeding twenty per centum of said note shall be immediately paid, and the remainder of said deposit note shall be payable, in part or in whole, at any time when the directors shall deem the same requisite for the payment of losses by fire, and such incidental expenses as shall be necessary for transacting the business 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 maker thereof; and it shall be lawful for said company to loan and invest, on interest, their moneys or any part thereof not immediately wanted for the purposes of said corporation, on bonds and mortgages on real estate, in the state of New Jersey, or may invest the same, or any part thereof, in government or other stocks, and may, from time to time, call in such moneys so loaned or invested, or change such investments. 8. And be it enacted, That when any property insured by icy may be the said corporation shall be alienated by sale or otherwise, the policy of such insurance may be surrendered to the directors of said company to be cancelled; and upon such surrender, the assured shall be entitled to receive his deposit note or notes, upon the payment of his proportion of all losses and expenses that have accrued prior to such surren der; but the grantee or alienee having the policy assigned to him, may have the same ratified and confirmed to him, for his own proper use and benefit, upon application to the directors, and with their consent, within thirty days next after such alienation, on giving proper security to the satis faction of said directors, for such portion of the deposit or premium note or notes as shall remain unpaid; and by such ratification and confirmation, such grantees or alienees shall be entitled to all the rights and privileges, and be subject to all the liabilities to which the original party to whom the policy insured was entitled and subjected. pay certain 9. And be it enacted, That every member of said company Members to shall be bound to pay for losses and such necessary expenses, amount for as aforesaid, accruing in and to said company, in proportion losses. to the amount of his deposit note or notes; and all buildings, insured by said company, together with the right, title and interest of the assured to the lands on which they stand, shall be and they are hereby pledged to said company; and the said company shall have a lien thereon, in the nature of a mortgage, to the amount of the deposit note, which shall continue during his policy and commence whenever the said company shall file with and have entered in the book of mortgages, kept by the clerk of the county where the property is situate, a memorandum of the name of the insured, a description of the property insured, the amount of the deposit note or notes, and the term for which said policy shall continue. be main members. 10. And be it enacted, That suits at law, or in equity, may Suits may be maintained by said corporation against any of its mem-tained bers, for the collection of their deposit notes, or any assess- against ment thereon, or for any other cause relating to the business of said corporation; also, suits at law, or in equity, may be prosecuted and maintained by any member against said corporation for losses or damages by fire, if payment be withheld more than sixty days after the company is duly notified of such loss or damage; and no member of the corporation shall be incompetent as a witness in any cause on account of his being a member of said corporation. on receiv of loss. 11. And be it enacted, That the directors shall, after re- Directors ceiving from any member of said company notice of any what to do loss or damage by fire, sustained by him and ascertaining ing notice the same, or after the rendition of any judgment against said company for loss or damage, settle and determine the sums to be paid by the several members thereof, as their respective proportions of said loss, and notify the members of said company in such manner as the by-laws shall prescribe; and the sum, to be paid by each member, shall always be in proportion to the original amount of deposit note or notes, and shall be paid to the treasurer within thirty days next after said notice; and if any member shall, for the space of thirty days after said notice, neglect or refuse to pay the |