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superintendent of insurance, who shall withhold from the company the certificate of authority, if its name is so similar to the name of any other company as to mislead the public.

69 v. 140, § 2; 75 v. 557, SS 1, 2. $3634. Capital of joint stock companies-Amount and

charter of subscription in mutual fire com

panies necessary, etc.Except as hereinafter provided, no joint stock insurance company shall be organized under this chapter, or permitted to do business in this state, with a less capital than one hundred thousand dollars, which must be fully paid up before the company shall be entitled to transact business, except, that but twenty-five per cent of the capital stock of a live stock company must be paid up before the same shall have the right to do business; nor shall any company on the plan of mutual fire insurance be incorporated until not less than five hundred thousand dollars of insurance, in not less than two hundred separate risks, no one of which shall exceed five thousand dollars, have be [been] subscribed, and the premium thereon, for one year, paid in cash, aggregating not less than ten thousand dollars in cash, each subscriber agreeing, in writing, to assume a liability to be named in the policy, subject to call by the board of directors in a sum not less than three mor more than five annual premiums. And the same liability shall also be agreed to in writing by each subsequent subscriber or applicant for insurance who is not a merchant or manufacturer. And each subscription before incorporation shall be accompanied by a certificate of a justice of the peace of the township or city where such subscriber resides, that the subscriber is, in his opinion, pecuniarily good and responsible to the extent of the contingent liability agreed to be assumed. Mutual fire insurance companies organized under this act may thereafter charge and collect in advance upon their policies a full annual premium in cash, but such policies shall not compel subscribers, insured or assured, to renew any policy nor pay a second or further annual or term premium. Any such company must in its by-laws, and must in its policies, fix by a uniform rule the contingent mutual liability of its members for the payment of losses and expenses; and such contingent liabilities shall not be less than three nor more than five annual cash premiums as written in the policy; but such liability shall cease

with the expiration of the time for which a cash premium has been paid in advance, except for liability incurred during said time; but nothing in this section shall apply to associations for the mutual protection of their members against loss by fire heretofore or hereafter organized as provided in section thirty-six hundred and eighty-six of the Revised Statutes. 94 O. L. 301.

Sections 3634, 3648, 3650, 3651, 3652, 3654 and 3663, as printed in the Revised Statutes prior to 1890, and in previous editions of this book, are still in force as to companies which do not reorganize under the amended sections. 85 0. L. 273.

$3635. Books of subscription to stock

The persons named in the articles of incorporation, or jority of them, shall be commissioners to open books for the subscription of stock in the company, at such times and places as they deem convenient and proper, and shall keep the same open until the full amount specified in the articles is subscribed. 69 v. 140, $ 4.

Subscription must be in writing and mutually binding. Fanning v. Ins. Co., 37 Ohio St. 339.

Verbal promise to take shares preliminary to organization is void, unless estoppel can be shown, for want of consideration. 16.

$3636. Election of directors

Within one month after the subscription books are filled, and the articles of incorporation filed with the secretary of state, a majority of subscribers to the stock shall hold a meeting for the election of not less than five nor more than twenty-one directors, who must be stockholders or members, and the number thereof may at any time thereafter be increased or diminished between the same limits, at the will of the stockholders representing a majority of the stock or a majority of the members; each member of a mutual company shall be entitled to one vote, and each stockholder in other companies shall be entitled to one vote for each share of stock he holds; and mutual companies may, if they so provide in their by-laws, elect directors for the term of three years, the term of office of one-third of the number elected to expire each year, and those who receive the highest number of votes at the first election to serve for the longest term. 70 v. 180, S 5; 60 v. 75, S 1; S. & S. 217.

$3637. How company must invest its capital

No company organized under this chapter, or incorporated under any law of this state, for the purposes provided in section thirty-six hundred and thirty-two, shall invest its capital, or any part thereof, otherwise than in-1. United States bonds; 2. Ohio state bonds; 3. Bonds of a county, township, or municipal corporation in this state, issued in conformity with law; 4. Bonds and mortgages on unincumbered real estate within this state worth fifty per cent more than the sum loaned thereon, exclusive of buildings; 5. The stock of any national bank located in this state, organized under the provisions of an act of congress, entitled "An act to provide a national currency, secured by the pledge of United States stock, and to provide for the circulation and redemption thereof," approved February 25, 1863, and acts amendatory thereof and supplementary thereto; or, 6. First mortgage bonds of railroads within this state, upon which default in the payment of the interest coupons has not been made within three years previous to the purchase thereof. 70 v. 147, S 6.

§ 3638. How it may invest its accumulations

Funds accumulated in the course of business, or surplus money over and above the capital stock of a company, may be loaned on or invested in the above named securities, or, 1. Bonds and mortgages on unincumbered real estate within this state worth fifty per cent more than the sum loaned thereon, exclusive of buildings, unless such buildings are insured in some company authorized to do business in this state, and the policy is transferred to a company making the investment; 2. Bonds of any state of the United States; 3. Stocks, bonds, or other evidences of indebtedness, of any solvent, dividend paying institution incorporated under the laws of this or any other state, or of the United States, except its own stock; or, 4. Negotiable promissory notes maturing in not more than six months from the date thereof, secured by collateral security through the transfer of any of the classes of securities above described in this or the preceding section, with absolute power of sale within twenty days after default in payment at maturity. 70 v. 147, $ 6.

§ 3639. Limitation on the power of investment

No company shall own more than one-fourth of the capital stock of any national bank, nor invest in nor loan on the stocks and bonds, both included, of any railroad company, to an extent exceeding one-tenth of its own capital, nor in the aggregate shall the investment in and loan on all railroad property exceed onefourth of its capital; not more than one-half of its capital shall be loaned on mortgage of real estate, as above provided for the investment of capital, and not more than one-tenth of the capital actually existing of any company shall be invested in a single mortgage; the current market value of all such stocks, bonds, or other evidences of indebtedness as above mentioned, in which the accumulations or surplus money over and above the capital stock of any insurance company may be loaned or invested, shall be at all times during the continuance of such loans at least twenty per cent more than the sums loaned thereon; and if any investment or loan be made in a manner not authorized by this chapter, the directors who make or authorize the same shall be personally liable to the stockholders for any loss occasioned thereby; but insurance companies organized under the laws of this state, now doing business, shall not be compelled to change any investment made in accordance with the acts heretofore passed regulating such companies. 70 v. 147, $ 6.

$3640. Examination by the superintendent

When a company notifies the superintendent of insurance that the proceedings required by the preceding section have been had, he shall make an examination of the condition of the company, and if he find that the capital required of the company has been paid in and is possessed by it in money, or in such stocks, bonds, and mortgages as are required by this chapter, he shall so certify; or he may cause such examination to be made by some disinterested person specially appointed by him for the purpose, who shall certify his finding to the superintendent under oath; the signers of the articles of incorporation, or the officers of the company, shall also certify, under oath, that the capital exhibited is, bona fide, the property of the company; such certificates shall be filed in the office of the superintendent, who shall thereupon deliver to such company a certified copy thereof, which, on being placed on record in the office of the recorder of the county wherein the company is to be located, in a book provided for that purpose by him, shall be its authority to commence business and issue policies; and such certified copy of the certificates may be used in evidence for or against the company, with the same effect as the original. 69 v. 140, $ 7.


§ 3641. Powers of companies-
A company organized under this chapter tnay:

Insure houses, buildings and all other kinds of property against loss or damage by fire and lightning and tornadoes, in and out of the state, and make all kinds of insurance on goods, merchandise, and other property in the course of transportation, whether on land or water, or on any vessel or boat wherever the same may be.

2. Make insurance on the health of individuals and against personal injury, disablement, or death, resulting from traveling, or general accidents by land and water; make insurance against loss or damage resulting from accident to property, from cause other than fire or lightning; guarantee the fidelity of persons holding places of public or private trust, who may be required to, or do, in their trust capacity, receive, hold control, disburse public or private moneys or property; guarantee the performance of contracts other than insurance policies, guarantee the validity of titles to real property, and execute and guarantee bonds, and undertakings required or permitted in all actions or proceedings, or by law allowed.

3. Make insurance on the lives of horses, cattle, or other live stock against loss by death caused by accident, disease, fire, or lightning, and against loss by theft and damage by accident, provided, that such company shall have a capital of one hundred thousand dollars, with at least twenty-five (25) per cent of the capital stock paid up.

4. Receive on deposit, and insure the safe keeping of books, papers, money, stocks, bonds, and all kinds of personal property; lend money on bottomry or respondentia, and cause itself to be insured against any loss or risk it may have incurred in the course of its business, and upon the interest which it may have in any property by means of any loan which it may have made on mortgage, bottomry or respondentia, and generally to do and [perform] all other matters and things proper to promote these objects; but no company shall be organized to issue policies of insurance for more than one of the above four mentioned pur

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