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114 CORPORATIONS. [ART. XXIII
provide for an investment committee from the directors; shall fix the
contingent mutual liability of the members and shall make proper pro-
vision for alteration and amendment of such by-laws; shall provide a
seal of the corporation and give a description of the same; and nothing
in such by-laws shall be of any force or effect, if contrary to any spe-
cific or general statute.
1916, ch. 256, sec. 154N.
154N. Every such company shall elect by ballot a board of not less
than five directors, who shall manage and conduct its business and who
shall hold office for one year or for such term as the by-laws may pro-
vide, in accordance with the provisions of this article, and until their
successors are qualified.
Three-fifths at least of the directors shall be citizens of the United
States, and after the first elections members only shall be eligible, but
no director shall be disqualified from serving the term for which he
was chosen by reason of the expiration or cancellation of his policy,
provided, that in companies with a guaranty capital, one-half of the
directors shall be chosen by and from the stockholders.
A majority of the directors who reside in this State shall constitute
a quorum for the transaction of business by the vote of a majority of
those in attendance. The directors shall annually choose by ballot a
president, who shall be a member of the board, a secretary, a treasurer,
who may also be either the president or secretary, and such other officers
as the by-laws provide. The secretary and treasurer severally shall give
bond with sureties in such sum as the directors require, for the faithful
performance of their respective duties.
The secretary shall keep a record of the votes, whether cast in person
or by proxy, and the other proceedings of all meetings of the directors
and of the members; a true list of the holders of the guaranty capital,
if any, the number of shares owned by each, and a record of all
transfers of such shares; and shall record all policies issued and all
authorized assignments, transfers and cancellations thereof; and such
other books and records as the president and directors may require. The
records so kept shall be evidence of the transactions to which they
relate, and for making any wilfully false record the secretary shall be
deemed guilty of perjury. Such records shall be open to the inspection
of any person interested therein.
1916, ch. 256, sec. 154 O.
154 0. Every person insured by a mutual fire insurance company
shall be a member while his policy is in force, entitled to one vote for
each policy he holds, and shall be notified of the time and place of hold-
ing its meetings by a written notice or by an imprint in type not smaller
than long primer upon the filing back of each policy, receipt or certifi-
cate of renewal as follows: The assured is hereby notified that by virtue
of this policy he is a member of the Insurance Company,
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