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tors of such company, through its president, to convene, after thirty days' public notice in the manner required by law for judicial advertisement, a general meeting of the stockholders for the purpose of determining whether the deficiency in the capital of the company shall be made up by the subscription necessary on the part of each shareholder according to the number of shares held by him or her to raise the capital to the amount originally fixed by the charter. Prior to such meeting the directors shall cause to be prepared a full and correct statement from the books of the company of its assets and liabilities; they shall also appoint two disinterested persons, well versed in insurance matters, as experts to determine the value of the assets of the company over and above liabilities, and to state how far the original capital has been impaired and to what its amount each share of stock should be reduced so as to represent no more than the actual value thereof. The report of such experts shall be made under oath. The president shall, at the general meeting aforesaid, lay before the stockholders the statement of the assets and liabilities as taken from the books and the aforesaid report of the experts. In case of refusal or dissent on the part of any stockholder to restore to its original amount the capital of the company by means of voluntary subscription, as aforesaid, it shall then become the duty of the Board of Directors of the company to publish for thirty days in the manner of judicial advertisements, a notice to the public that the capital of the company has been reduced to its actual value as ascertained as aforesaid, and that new certificates of stock shall be issued to the shareholders at the end of said thirty days, which certificates shall state the value of each share as reduced, said new certificates to be delivered on the surrender of those held by the stockholders. From and after the expiration of the thirty days' notice of said reduction of the capital, each shareholder shall be entitled to vote at general meetings and to participate in the dividends, if any, that may be declared, only to the extent of his actual interest in the capital stock and upon the surrender of the old certificates held by him in exchange for the new ones to be issued as aforesaid.
3576. [Sec. 2.] The president and secretary of the company shall cause a written statement of the compliance with the aforesaid formalities and prerequisites to be made out, shall sign the same, certifying under oath to its correctness, and have
it recorded in the mortgage office in the same manner as the original act of incorporation.
3577. [Sec. 11, Act 105, 1898, p. 132.] Any insurance company organized under the laws of this State may increase the amount of its capital stock upon a vote of two-thirds (2/3) of its Board of Directors ratified by a vote of two-thirds of its stockholders, representing not less than two-thirds of its capital stock, at a meeting called for that purpose after a notice published for thirty (30) consecutive days in the official journal, and a notice mailed to each stockholder at least thirty (30) days prior to the date of such meeting.
It shall not be lawful for any insurance company to increase its capital stock by the distribution of any portion of its net surplus.
Within thirty (30) days after such meeting of stockholders at which such increase shall be voted, the new subscriptions must be paid in cash and new certificates of stock issued. Upon the completion of the proceedings, the company shall submit to the Secretary of State a certificate setting forth the amount of the increase, and the facts of the transaction, signed and sworn to by its president, secretary and a majority of its directors.
If the Secretary of the State finds that the facts conform to the law, he shall issue a certificate to that effect.
3578. [Sec. 12.] Any insurance company heretofore incorporated, or the charter of which has been extended under the provisions of any general or special law of the State, is hereby brought under all the provisions of this Act, except that its capital may continue of the amount named in its charter during the existing term thereof, provided, however, that it shall have had at least twenty-five thousand ($25,000.00) dollars of unimpaired capital actually paid up in cash, unless it extends its business to other kinds of insurance not included in its original charter. In such event the capital must be increased to the sum required under Section 3 of this Act.
What Business Fire Insurance Companies May do.
3579. [Sec. 13.] All insurance companies authorized to transact fire insurance business in this State may in addition to
the business which they are now authorized by law to do, insure sprinklers, pumps and other apparatus for extinguishing fires, against damage, loss or injury resulting from accidental causes other than fire; and may also insure any property which such companies are authorized to insure against loss or damage by fire, against damage, loss or injury by water or otherwise, resulting from the accidental breaking of, or injury to such sprinklers, pumps or other apparatus, arising from causes other than fire. Contracts of insurance of the kind provided for in this paragraph shall not be incorporated in any contract of insurance against loss or damage by fire, but shall be contained in separate and distinct policies.
Examinations by Secretary of State.
3580. [Sec. 14.] As often as once in every three years or oftener, if in the judgment of the Secretary of State, there should arise a necessity, the Secretary of State may personally or by his assistant, or by one or more competent persons appointed by him, and who are not officers of, or connected with, or interested in any insurance corporation doing business in this State other than as policyholders, visit each insurance company organized under the laws of this State, and thoroughly inspect and examine its affairs, especially as to its financial condition and ability to fulfill its obligations, and whether it has complied with the laws.
He may also make an examination of any such company whenever he deems it prudent to do so upon the request of five or more of its stockholders, creditors, policyholders or persons pecuniarily interested therein, who shall make affidavit of their belief, with specifications of their reasons therefor, that such company is in an unsound condition.
For the purposes aforesaid, the Secretary of State or his assistant, or the person or persons employed as aforesaid, making the examination, shall have free access to all the books and papers of an insurance company that relate to its business, and to the books and papers kept by any of its agents, and may summon and qualify as witnesses under oath, and examine the directors, officers, agents and trustees of any such company, and any other person or persons, in relation to its affairs, transactions and conditions.
If, after such an examination, he is of the opinion that the company is insolvent, or has exceeded its powers, or that its
condition is such as to render its further proceedings dangerous, he shall at once call upon the Board of Directors to take such steps as may be necessary to restore the company to a solvent condition.
Should the Board of Directors, within the time specified by the Secretary of State, fail to comply with such demand, it shall be the duty of the Secretary of State to apply to the District Court, or to any one of the Judges thereof, should the court be in vacation, for an injunction, without bond, restraining the company, in whole or in part, from further proceeding with its business. Such court may, in its discretion, issue the injunction forthwith, or upon notice and hearing thereon, and after a full hearing of the matter, may dissolve or modify such injunction, or make it perpetual, and make all orders and decrees needful in the premises, and may appoint an agent or receiver to take possession of the property and effects of the company, to give bond for such sum as the court may fix, and to settle its affairs subject to such rule and orders as the court may from time to time prescribe, according to the course of proceedings in equity.
A policy-holder whose loss occurred the day after the decree restraining an insolvent company from continuing business cannot recover, he is a creditor for the unearned premium, Secty. State vs. Ins. Co., 128 La. 562. Penalties.
3581. [Sec. 15.] (a) The Directors or other officers making or authorizing an investment or loan in violation of Section 5 of this Act, shall be personally liable to the stockholders for any loss occasioned thereby.
(b) If a company is under liability for losses equal to its net assets and the President and Directors knowing it, make or assent to further insurance, they shall be personally liable for any loss under such insurance.
(c) A fine of one thousand ($1,000) dollars shall be imposed for any violation of Section 7, of this Act.
(d) Every person or corporation violating any provisions of this Act, for which no specific penalty is provided, shall be fined not less than one hundred dollars ($100), nor more than ($300) three hundred dollars.
(e) All fines collected for violation of any provisions of this Act, shall be collected by civil suit and process in any court of competent jurisdiction, and paid into the treasury of the Charity Hospital of the State.
3582. [Sec. 16.] Insurance companies may be formed on the mutual plan for the transaction of any one of the various kinds of insurance as specified in Section 1 of Article 1 of this Act, except as to the requirements relating to the capital stock, shall conform to all of the other provisions of this act governing companies organized upon the stock plan.
Every mutual company organized upon the mutual plan, shall exhibit to the Secretary of State satisfactory evidence that it has entered into a bona fide agreement with a number of persons for insurance, the premiums on which insurance shall amount to not less than twenty-five thousand ($25,000.00) dollars, of which not less than ten thousand ($10,000.00) dollars shall have been paid in cash, and notes of solvent parties secured by ample collaterals shall have been received for the remainder. No company organized on the mutual plan shall transact
any more than one kind of business.
This section does not apply to industrial life companies, State ex rel Unity, etc., vs. Secty. State, 121 La. 350.
INSURANCE COMPANIES ORGANIZED UNDER THE LAWS OF OTHER STATES OR COUNTRIES; CONDITIONS OF ADMISSION.
Must Make Secretary of State Agent for Service of Process.
3583. [Sec. 1.] No insurance company, corporation, association or society organized under the laws of any State in the United States, or any foreign country shall directly or indirectly issue policies, take risks or transact business in this State, until it shall have first appointed in writing the Secretary of State of this State to be the true and lawful attorney of such company, corporation, association or society, in and for this State upon whom all lawful process in any action or proceeding against the company, corporation, association or society may be served with the same effect as if the company, corporation, association or society existed in this State. Said power of attorney shall stipulate and agree on the part of the company, corporation, association or society that any lawful process against the same which is served on said attorney shall be of the