Mr. WILLEY. If there be no further morning business, [move that the Senate take up the bill S.No. 98 to incorporate the Metro politan ire and Iarinc Insurance Company of the DistCol. The motion was agreed to; and the Senate, as in ComWhole, proceeded to consider the bill. It proposes to declare William E. Spalding, John Van Reswick, Charles W. Botcler, jr., Augustus E. Perry, James L. Barbour, Geor e W. Corcoran, Thomas P. Morgan, H. A. Cha wick, James Y. Davis, F. A. Lutz, Samuel P. Brown, John L. Kidwell, William Gait, John M. Barcla, John F. Ellis, William M. Shus ter, John. Callau, James T. Close, Charles Kloman, Frederick Koones and John B. Tur ton, and their present and future associates, a body politic and corporateby the name and style of the Metropolitan Fire and Marine insurance Company of the DistCol, with the usual powers of a cororation, with a capital stock of 10,000 s ares of $100 eac. The ComDistCol reported the bill with an amendment to strike out all of the bill after the 2nd section, in the following words: Site. 3 and bed Abife: That the affairs of this companyshall be managed by aboard of 9 dircctors. To be elected annually from amongthestock holders and to continue in office until successorsbe chosen; 5of whom shall beaquoruni fortruiisacting business, but asmaller number may adjourn from time to time. Vacancies happeningin the board may be filled by thercmainingdirectors for the balanceof the year for which they were elected. The board shall chooseoneof their number aspresident and maya. point a secretary and such at or officers as may a necessaryfor conducting the adairs of the company. SEC. 4. Abife: led. That the capital stock of this company shall consist of10,000 sharesof 100each. to be paid in such installments as the directors may determine. Sec. 5. Abife: That the directors moildoclarosuch semiannualdividendsof the profits of the companyasthey may deem proper; but no dividend shall bedeclaredof morethan 6 or cent. perannum unless the companyhaveon hand)at the time a surplus of at least 20,000. SEC. 6. Abife: That the surplus funds of this company maybeinvestedin such securitiesas the directors may deem expedient. Site. 7 and be“ Abife: That within 20 days after the passageof this act. the persons named therein or any 5 of them shall after ten days public notice, open booksof subscription to the capital stockof the company and as soon as 10,000 sharos shall have beensubscribedfor. thestockholders dshaaylslibnesocmalele Washington. Nbey waspnaoptiecre. wohf eantthleeayssthtaolnl proceedto the organization of the company and to insert in lieu thereof: Site. 3. Abife:. That the stock of laid corporation shall not be less than 8100.000 and mayat any time hereafterbe increased. at the pleas:ire of said corporation. to an r sum not exceedin momma and shall be divided into. shares of Slob each: and eachsubspriberto and capital stock shall at the tumor subscribingtherefor. DayInto the treasury of said corporation an instalment of 20 dollars on eachshare of said stock by him subscribed; and shall before said corporation shall commence business. securethe payment of the remaining 80 dollars on each share by him so subscribed. either by mortgageor mortgagesof real estate or by indorsed, promissory note or notes, or byXledge of bonds or; stocks as collateral security and mortgages. notes. bonds and stocks to be approved in writing by the directors of said corporation and 2/3rds of the corporators herein named; and saideorporationshall at all timeshove a lien upon the stock of such stock holder for all indebtednessof such stockholderto said, corporation; and said securities shall in all cases. be payable in such installmentsand at such statedps riods assaid directors may require. in and by a call or calls publishedin one or more of the norm papers publishedin the cit of Washington; which sai notes and mortgages sha l in no casebe sold or transferred by said corporation for a sumlessthan the par valueI thereofin cash: Always provided. That the call for the 1st installment ii mensaidsecurities shall be published at least 30 days beforethesnid installment is payable. nd no stockholderof said corporation shall, after said corporation shall have commenced business. be indebted to said corporation. either as drawer or indorser or in any other way. directly or indirectly. to an amount exceeding cigity%. an each share of the stock so subscribed or held by iin. SEC. 4. Abife: That all the busi nea ntfairs of said corporation shall bomanagedand controlled by a board of not lessthan 9 directors. who shall be chosen by ballot. sololyfrom amongand by the stockholders. which choiocshall be madebya maiority of votescast; and said directors shall hold their respective offices at pleasuro. for one year and until other sarechosenin their rooru: and the annual meetings for the choice of said directors shall after the 1st election. be holdenin the city of Washington on the 1st Wednesdayof Janunr in each year or within one month thereafter. as shall be appointed by said board of directors; and none but a stock holder in said corporation shall be eli iblo to the officeof or shall act as a director therco. SEC. 5. Abife: That the said directors shall elect one of their numberto bepresident of said corporation. who shall receive such salary or compensation as a majority of said directors 2 all determine: and in case of the absenceof the president or his inability or neglectto perform the duties of his office. said directors may as often as necessity mayrequire. Elect from among t cmsclvesii president for the time being: and in caseanyvacnnc shall occur in said board by death. resignation or otherwise. between the annual meetingsof the stockholders. said directors may fill such vacancy by choosing. from amongsaid stockholders. a director or directors. who shall continue in offico at pleasure until asuccessor or successors shall be chosen and thesaid directors shall havepowerto appointasccrctnry and treasurer of said corporation. who shall givebondsto the satisfaction of said directors for the faithful performance of their respectiveduties; and shall also have power to establish any and all such a enciesin the DistCol and elsewhorc. an appoint such agents. clerks and other officersastheyshall deem necessary and convenient and alsoperformsuchotheractsand exercise such other powersas they shall deem expe dientiind bestfor the interest of saideorporation and the well ordering of its affairs. SEC. 6. Abife:, That the said directors shall determine liow manyof their ownbody shall constitute a quorum for the transactionof business and when that quoruin isformed. ifthe president is not present, the directors shall nppoint from smoii theirnumber a residentfor the time being; and sai directors shall have the power to prescribethe form and modeof issuing policies. to establish the rates and modeof payment of premiums. andlodetermine what dispositionshall be madeof the profits. if any. arising from the businessof said corporation. either from reniiums. interest. r loans or in any other wnyw atover: Proniilul. list no dividend shall be declaredfor more than 6%. perannum. unless the company have on hand. At the time. asurplus of at least820.000. SEC. 7. Abife:. That the resident shall have power at any timetocall aspeciii inectin of the stoc holders; and it shall be his duty to call such special meetin whenever thercto requestedby the holdersof one oiirth of said stock; and public notice shall be given at Icant 2 weeks previous to any meeting of the stockholders. whether annual or special. by advertising in 2 newspapers published in the city of Washington; and all questionsat any meetingof said stockholders shall be determined by a majority of votes cast: and each of said stock holders shall been titled to a number of votesequal to the numberof shareshe may be the owner of: provided. That no stockholder shall by virtue of the number of shareshemay betheownerof, in any case be entitled tomore than 25ths of the wholenumber ufsaidshares; and said stockholders shall be entitled to votein person or by prox duly appointed. Site. 8. Abife: That said corporation may issue policies stipulated to be with or without participation of profits on the part of the insured; and said corporation shall beliable to make goodand to pay to the several persons who inny orsliiill bein sured thereby. for all losses sustained b them on the property insured by reasonof fire and the other haz ards aforesaid insured against. in accordancewith the terms of the contract of insurance and with the form of the policiesissuedbysaid corporation; which said policies and all other contracts of said corporation may be madewith or without the common sealof said corporation and shall besigned by the resident and coniitersigned by the secretary of sai corporation and bein so signedand executed and the premiums thereon being paid shall be obligatory on and corporation. No stockholdershall beresponsiblein his private capacity and estatefor anydebtor liabilityof said corporation; but in caseof fraud or intentional violation of the charter. the person or personsguilty thereof shall he (personally liable to said corporation or to the assure as the casemaybe. Sec. 9 and be armm" rmutvtfT. hat the capital stock of the said corporation shall be transferable accordingto the bylaws and regulations prescribed by the directors: and everysubscriberto the capital stockof said corporation who shall neglect to paythe installments aforesaid or to secure in the manner aforesaidtheresidueof each share by him subscribed, shall forfeit to said corporation his share or shares and all paymentsmade thereon. togetherwith all profits that may have accruedthereon. SEC. 10. Abife: That the corpo rators namedin the 1st sectionof this act or a maypority of them. are hereby authorized to make and receive subscriptions to the capital stock of the company hereby incorporated and they or a majority of the m, are hereby empoweredto open books for the subscriptions, in the city of Washington. atsuch time and place as shall be appointed by them. of which time and place 2 weeks previous notice shall be given by publishing thosame in 2 newspapers publislied in the said city of Washington; and should there be more than 100,000 dollars of said capital stock subscribedat said meeting or at. anyother time or place to which said meeting may be adjourned by said corporators or a majority of them. then the amount last aforesaid shall be apportioned by them as they may deem best among the subscribers: and the corporutors named in the 1st sectionof this act or a majority of them, are hereby authorized to call a meeting of the stockholders. at some place appointed by them in the city of Washington. within 30 days after the capital stock to the amountlast aforesaid shall have been subscribed. which meeting may be organized bytbeappointment of a chairman and such committee or committees as may be deemed proper: and such meeting may adjourn from time to time. until said corporation is organized in conformity with this charter. The general stock shall be subscribed to the amount of.000. before said directors shall be chosen and before said coloration shall make any insurance and as soon as the installmentsupon snidlastnamed amount shall have been paid and the remainder of the stock securedas provided in the 3rd sectionof this act. said corporation may commence business. $20. 11.Abife: That should it at any time be deemed advisable by said corporationto increaseits capital stock. as is providedin the 2nd sectionof this act. then a new subscription for such additional stock as may bedesired. not exccedingtho amount licrcin authorized shall be opened by the directors of snid corporation. at such time and place and uplon such notice as they may deembest: and in case t a subscription should exceed the nine uutot such additional stock. thou the sameshall be apportioned among the subscribers therefor. by the said directors. at their discretion. Sec. 12. Abife: That nothing in this act shall beso construed as to authorise the said corporation to issueany note, token. device. scrip or other evidence of debt. to be usedas a currency. SEC. 13. Abife: That it may be lawful for Congress hereafterto alter, modify or repeal the foregoingact.