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first day of December next preceding), the condition of the affairs of the Company, predicated upon an actuarial valuation of the obligations of the Company and of all its assets, contingent and in possession; to assist all committees at their sittings when requested, and to perform all the general duties of an Actuary.

SEC. 19th. It shall be the duty of the Medical Directors and Assistant Medical Directors to attend daily, at stated hours, at the office of the Company, to examine applicants for assurance at the office or elsewhere, when requested by an officer of the Company, and to make in each case a report thereof to the Officers of the Company; to give advice and counsel on all applications from abroad, and also, when requested, on all proofs and papers in support of claims occasioned by death of the insured.

SEC. 20th. It shall be the duty of the Counsel to render such services and legal advice to the officers of the Company, the Board and Committees thereof as they may request; to examine all titles, and to render all such legal services growing out of the investments, engagements, claims, rights, remedies and liabilities of the Company, as the best interests of the Company may require.

SEC. 21st. All moneys received by the Company shall be deposited under such regulations, and in such bank or banks as shall be designated by the Finance Committee.

SEC. 22d. All cheques shall be signed by two of the following officers: President, Vice-President, the other Vice-Presidents, Secretary, Assistant Secretary, Actuary, Medical Director and Assistant Medical Director, Manager of the Ordinary Department and Manager of the Intermediate Branch, but the signature of the President may be printed in fac-simile upon the cheques.

SEC. 23d. The President or Vice-President and Secretary or Actuary shall make all statements of the affairs of the Company required by law.

SEC. 24th. All policies in the Ordinary Department except those issued out of the Intermediate Branch and

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Annuity Bonds shall be signed by two of the following officers: President, Vice-President, the other Vice-Presidents, Secretary, Actuary, Medical Directors and Assistant Medical Directors. Policies in the Industrial Department and the Intermediate Branch of the Ordinary Department shall not be signed, but shall have printed fac-simile signatures of the President and Secretary, and shall be issued under the rules prescribed by the officers.

SEC. 25th. The shares of the stock of the Company shall be transferable only on the books of the Company, on surrender of the certificate representing the same. All certificates of stock shall be signed by the President or one of the Vice-Presidents, Secretary, or Assistant Secretary or Actuary, and no certificates shall be signed by either of the said officers in blank, at any time.

SEC. 26th. It shall be the duty of any and all of the officers of the Company to meet the President upon his call, from time to time, as he may designate, to consult and receive suggestions upon such matters as the President shall deem proper to bring before them, or either or any of them.

SEC. 27th. These By-Laws may be altered and amended only by a vote of two-thirds of the Directors present, at a regular or adjourned meeting, upon written notice, stating the proposed alteration or amendment, read at a meeting of the Board, at least thirty days before the same shall be acted upon.

This is to certify that the foregoing is a true and correct copy of the by-laws of the Metropolitan Life Insurance Company of the State of New York. JAS. S. ROBERTS,

(Seal)

Secretary.

CHARTER AND BY-LAWS OF THE MICHIGAN
MUTUAL LIFE INSURANCE COMPANY
OF DETROIT.

The undersigned charter officers of the Michigan Mutual Life Insurance Company, a corporation organized and existing under the act of the legislature of the State of Michigan, entitled "An act for the incorporation of insurance companies and defining their duties and powers," approved February 15, 1859, and the acts amendatory thereof, in order to reorganize said company under another act of the legislature of Michigan entitled "An act in relation to life insurance companies transacting business within this state." approved March 30, 1869, being first duly authorized to so do by a meeting of the company regularly called and held, do make and enter into the following articles of association and reorganization, on behalf of said company; that is to say:

ARTICLE I.

The names of the associates and their places of residences are as follows: John J. Bagley, Wm. A. Moore, J. S. Farrand, A. Sheley, R. W. King, Wm. Oakes, Gustavus Doeltz, Feist Rothschild, Edward LeFavour, A. C. Porter, E. S. Heineman, C. S. Witbeck, M. S. Fechheimer, Wm. A. Throop, D. J. Workum, W. S. Wood, T. W. Palmer, Geo. R. Angell, Wm. F. Raynolds, Laura Kaichen, Wm. Duncan, I. Kaufman, Herman Keifer, John T. Liggett, Duane Doty, Wilkins & Co., T. H. Hinchman, A. H. Wilkinson, M. S. Smith, A. Wilkins, trustee; W. H. Brace, Eunice T. Wilson, Geo. W. Lee, Wm. J. Chittenden, Chas. D. Stevens, Henry Weber, Wm. Phelps, E. C. Walker, Geo. Foote, Chas. H. Wilkins, G. S. Wormer, R. A. Liggett, Regina Bichele, Adeline T. Barnes, Robert Hosie, Chas. B. Phelps, all of

Detroit, Mich.; Aaron F. Leopold, Milwaukee, Wis.; H. R. Gardner, E. O. Grosvenor, Jonesville, Mich.; N. G. Isbell, Lansing, Mich.; P. B. Loomis, Jackson, Mich.; T. N. Cooley, John N. Gott, H. S. Frieze, Ann Arbor, Mich.; F. W. Judd, Wm. B. McCreery, Flint, Mich.; Wm. A. Richmond, T. D. Gilbert, F. B. Gilbert, Grand Rapids, Mich.; F. J. Hough, Wm. S. Wilcox, Adrian, Mich.; H. C. Thurber, James Andrews, S. Baldwin, B. G. Stout, T. A. Flower, Pontiac, Mich.; John Johnston, Port Huron, Mich.; C. J. Dickerson, A. F. Whelan, Hillsdale, Mich.; Sylvanus Warren, Wyandotte, Mich.; C. K. Robinson, East Saginaw, Mich.; R. P. Aldrich, Parma, Mich.; Mary J. Heath, Brooklyn, N. Y.; J. H. Nelson, San Francisco, Cal.

ARTICLE II.

The said company shall continue to be known by the name of the Michigan Mutual Life Insurance Company, and its principal office for the transaction of business shall continue to be as now established in the City of Detroit, Mich. The period for which it is to be incorporated is thirty years, from the date hereof; but should any amendment be hereafter adopted to the constitution of the State which shall authorize such corporation to organize for perpetual existence or for any longer period than thirty years, then this corporation, before said thirty years shall expire, shall take steps for reorganization and extension of corporate authority as contemplated and authorized by section twenty-four of the act last aforesaid.

ARTICLE III.

The purpose of the incorporation shall be to make insurance on the lives of individuals, and every insurance pertaining thereto, and to grant, purchase and dispose of annuities.

ARTICLE IV.

The croporate powers of the company shall be exercised by a board of directors, which shall consist of twenty-one members, which may be increased at the option of the board to not more than forty.

The first meeting for the election of directors shall be called by the present officers, and held as soon as practicable after these articles shall take effect.

No person shall be eligible who is not the owner of at least ten shares of the guarantee capital of the company, and at least two-thirds of the directors shall be residents of the State of Michigan. The board, at their first meeting, shall divide themselves by lot into three equal classes as near as may be, whose terms of office shall expire at the end of one, two and three years respectively, and thereafter one-third of the directors shall be chosen annually for the class whose term then expires, who shall hold office for three years, or until their successors are elected; but the first board of directors whose terms shall not have expired previous to the last Tuesday in January shall continue in office until the last Tuesday in January following. The election of directors shall be had at the annual meeting of the company, which shall be held on the last Tuesday in January at the office of the company in Detroit. They shall be chosen by ballot, and a majority of the votes cast shall elect. Every shareholder shall be entitled to one vote for directors for every share of guarantee capital standing in his name on the books of the company, and may vote in person or in proxy. And every policyholder insured in this company for the period of his natural life in the sum of not less than five thousand dollars shall also be entitled to one vote in the annual election of directors, which vote must be given in person.

Vacancies occurring in the board of directors in the intervals of elections shall be filled by the board; and if the board at any time adds to the number of directors, it shall elect the new members to hold office till the next annual meeting, when such additional members shall be chosen by the company, and classified as to term of office in the same manner as directors are classified at the first meeting; provided, however, the board shall not have the power to increase the number and elect such new directors unless a majority of all directors be present.

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