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73d C ONGRESS . SESS . II. CH. 672. JUNE 19, 1934 . and place as shall be determined by the bylaws of the company . Every director of such a stock company shall be a stockholder thereof, and every director of such a mutual company shall be a Proxies . policyholder thereof . All proxies used in the election of directors of such companies shall be valid for a period not exceeding one year from the election for which they were signed and in which they were authorized to be voted . Btyws to tease . SEC. 22 . BYLAws .-The directors of companies organized under this Ac t shall have power to make such bylaws a s they deem pr oper for the management of the business affairs of such company, not inconsistent with the laws of the District and the Constitution of the United States, and prescribing the duties of officers, employees, and servants that may be employed, for the appointment or election of all officers, and for carrying on all kinds of business within the objects and purposes of such company . Election of directors . SEC . 23 . ELECTION OF DIRECTORS .-Notice of the time and lace of Notice required .
h holding election of directors of a company organized under this Act shall be sent to those entitled to vote, and the election shall be made by such of the stockholders and/or policyholders as shall attend for that purp ose, either in person or by proxy . Al l el ecti ons shal l be by ballot , and the pers ons receiving the greatest number of vot es vacancies . shall be directors . When any vacancy shall happen among the direc- tors it shall be filled for the remainder of the year in such manner as may be provided in t he bylaws of the company . Election not weld of In case it shall happen at any time that an election of directors grounds for di elution . shall not be made on the day designated by the bylaws of said com- pany when it ought to have been made, the company shall not for that reason be dissolved, but it shall be lawful on any other day to hold an election for directors in such manner as shall be provided in the byla ws, and all acts of dire ctor s sh all be v alid and bin ding as against said company until their successors shall be elected . Cumulative voting .
SEC. 24. CUMULATIVE VOTING .-In an election for directors of any stock compan y in which th e policyholde rs do not vote , each stock- holder having a right to vote may cast the whole number of his votes for one candidate, or distribute them upon two or more can- didates, as he may prefer, that is to say
- If the stockholder having
a right to vote owns one share of stock, or has one vote, or is entitled to one vote for each of seven directors by virtue thereof, he may give one vote to each of said seven directors, or seven votes for any one thereof, or a less number of votes for any less number of directors, whatever may be the actual number to be elected, and in this manner may distribute or cumulate his votes as he may see fit . Voting power under SEC. 25. VOTING POWER UNDER POLICIES OF GR OUP LIFE INSURANCE : group life insurance polices In every group policy issued by a domestic life company the employer shall be deemed to be the policyholder for all purposes, within the meaning of this chapter, and, if entitled to vote at meetings of the company, shall be entitled to one vote thereat . Liability of directors . SEC. 26 . LIABILITY OF DIRECTORS .-The directors of any company organized under the laws of the District shall be personally liable when they have participated in or assented to any act which shall cause injury to policyholders, creditors, or stockholders resulting from (a) ultra vires acts ; (b) illegal corporate acts done with their connivance, knowledge, or consent ; (c) issuing unpaid or ,part-paid stock and marking or representing it as paid up in full
- (d) dividend
payments declared whether negligently or purposely impairing the capital stock and minimum surplus ; (e) mismanagement ; (f) loan- ing corporate funds to stockholders or discounting their notes out of corporate moneys ; (g) making false notices or reports that deceive the public ; or, (h) transferring property to o ffic ers or s tock hold ers
