Deed of Settlement made between Charles Harris (of Coventry, esq.,), Thomas Banbury...

Deed of Settlement made between Charles Harris (of Coventry, esq.,), Thomas Banbury (of Coventry, esq.,), Joseph Howe (of Coventry, esq.), Richard Holland Goode (of Allesley, Warws., esq.), John Hands (of Coventry, esq.), John Ball (of Coventry, draper), William Hill Pears (of Coventry, silkman), Thomas Stephens (of Coventry, gent.), George Hall (of Coventry, innholder), Adie Cramp (of Coventry, gent.) and John White (of Coventry, auctioneer) of the first part; Banbury, Josiah Cash (of Coventry, esq.) and Goode of the second, and others whose seals are affixed to the document of the third, parts whereby; having recited that various persons have agreed to form a joint-stock fire-insurance company with 10,000 x £20 shares as capital (paying a £1 deposit per share), the following clauses are agreed by the first and third parties with the second, and by the second with the first:-

1. All present and potential proprietors of shares shall form the company.

2. The enterprise shall be called "The Coventry and Warwickshire Fire Insurance Company".

3. Its object will be the insurance of buildings, furniture, merchandise, farming-stock etc., with a Coventry head office.

4. The initial capital will be £200,000 in 10,000 x £20 shares.

5. All realty which may be purchased from company funds shall be considered as personalty and all members will be proportionately interested in it.

6. All property vested in trustees will be disposed of as the Board of Directors shall appoint.

7. The first party to this agreement will form the directorate for two years after the first Annual General Meeting.

8. The second party hereto will be the first trustees.

9. The proprietors shall assemble yearly.

10. Each Annual General Meeting will be held within 21 days of the second Tuesday in every April, the first occurring in 1838.

11. The directors may call Special General Meetings at any time; twenty or more proprietors having held at least 300 shares for a minimum of six months may call for such a meeting.

12. Such a Special General Meeting requisition will be left at the company's Coventry office.

13. Members requisitioning a Special General Meeting may call one (if the directors default after fourteen days' notice) by advertising in the Coventry, provincial or national Press, or through circularising the proprietors by fourteen days before the meeting's intended date.

14. Annual and Special General Meetings may regulate the company.

15. Following the business' first duennium, any general meeting may choose the directors, and fill vacancies within six months.

16. Any general meeting may appoint at most three auditors.

17. Any general meeting may remove a director, trustee or auditor.

18. Every Annual General Meeting may declare a dividend.

19. Any general meeting may order remuneration of the directors or auditors.

20. A specific Special General Meeting may increase capital by the sale of new £20 shares and decide the conditions for their raising.

21. Two successive specific Special General Meetings may introduce new or modify existing regulations - none of this indenture shall be unalterable.

22. Two such meetings may dissolve the company.

23. Any general meeting may adjourn if less than twenty proprietors holding not less than forty shares shall not start business within an hour of the appointed time, or if there are insufficient members present for any part of the business, or if the meeting shall be dissolved before all the business shall have been discussed, or if a ballot shall be demanded by not less than ten proprietors present.

24. The directors will meet once every other month.

25. Any five members may call a board meeting.

26. The board will advertise or circularise an Annual General Meeting at least seven days before it shall be held (or fourteen if the meeting shall be postponed).

27. A similar procedure will be followed for Special General Meetings.

28. In fulfilment of clause 11[b] the board may similarly notify.

29. A similar procedure will be used whenever a general meeting shall be adjourned.

30. Under the terms of clause 23 [d] a ballot will be thus-notified.

31. If any director becomes disqualified within two years from the first Annual General Meeting the survivors may fill the vacancy ut infra.

32. Saving present trustees, the board may appoint the trustees, secretary, surveyor or other officers and define their duties.

33. The board may establish branch offices.

34. The board may pay employees.

35. The board may pay not more than £6 at their alternate monthly meetings divided between those directors who shall have been present for all the given meeting.

36. The directors may purchase any shares offered by their proprietors (which will be transferrable to individual directors on the board's behalf).

37. Upon a general meeting passing a resolution, the board may discretionarily dispose of new shares.

38. The directors will affix insurance-premium regulations.

39. A properly-built (or rented) and furnished office will be used wherever the company operates.

40. The board may sell or exchange property.

41. The board may alter property and sell its materials.

42. The board may insure property.

43. The board will appoint a banker.

44. Payments will be directed only to company funds.

45. The board may invest moneys surplus to immediate needs (and not transferred to the banker) in Parliamentary, Bank or East India Stock, Navy or Exchange Bills, India Bonds, property, annuities, insurance-policies, transport or public works, or rates.

46. Provided there is always a sufficient cash-flow the board may dispose of investments.

47. The board may purchase property mortgaged to the company for resale.

48. Every dividend shall be paid within one calendar month of its being advertised.

49. Dividends unclaimed after seven years will become forfeit to the company but will be redeemable at the directors' discretion.

50. The board may sell unsubscribed original shares.

51. All investments will be made in the trustees' names; negotiable securities will be banked.

52. Proprietors will have not less than five and not more than fifty shares, and none will be held jointly.

53. Proprietors of more than fifty shares will be obliged to sell the excess.

54. The directors may regulate holding of shares otherwise than in multiples of five.

55. If so required by the directors, the trustees will execute declarations of trust.

56. Future trustees will be appointed by the board.

57. Any incapable trustee may be removed by the board.

58. The directors will extract any property from a lunatic ci-devant trustee.

59. A dead or resigned trustee's property will be similarly seized.

60. Ex-trustees (or their personal representatives) shall dispose of trusts as the board shall direct and be discharged from unwilful debts; the directors shall give such a trustee (or his personal representatives) an exonerating certificate.

61. Shares will be regularly numbered 1 - 10,000 with consecutive successive numbering of new shares; forfeited shares will be distinguished by their original numbers.

62. A Share Register Book giving proprietors' personal details and holdings (with amendments) will be evidence of title.

63. Proprietors will receive their share-certificates signed by three directors; a new certificate will be needed if a proprietor returns some of the shares detailed on his original one, but no duplicate certificates will be issued.

64. Proper Account Books will be kept.

65. All records will be kept at the headquarters or appropriate branches.

66. For fourteen days on either side of an Annual General Meeting the directors will allow proprietors access to the indenture, the Share Register, Minute Books and that Meeting's report.

67. Minute Books, this indenture and reports may be produced at Annual General Meetings by the directors, but not Account Books.

68. Acts performed by an officer for the Company will be binding even if his position may have been achieved irregularly.

69. Every signator to this indenture shall within fourteen days hereof pay a £1 share-deposit into the company's capital with £5% p.a. interest if he defaults.

70. If three calendar months' default occurs on a deposit the holding shall be come void.

71. Directors may call upon proprietors for the residue of their shares' value.

72. Directors may not call for more than £5, and must allow three calendar months' notice between calls, in fulfilment of the previous clause.

73. A circular notice will be sent thirty days before a subsequent part of the shares' £20 full value must be paid.

74. At non-payment within two calendar months of a circular's deadline (or of execution of a deed of covenant ut infra) shares will become forfeit (but redeemable within twelve calendar months).

75. The board may move enforcement of payment.

76. Forfeited and purchased shares may be sold for the company's benefit.

77. The directors must approve of potential shareholders.

78. The board shall consider any notice by a husband, female proprietor, or personal representative of a bankrupt or lunatic, of a wish to hold the defective person's shares.

79. The board will present an account and report to every Annual General Meeting.

80. Three directors will sign for all disbursements.

81. The directors may prosecute a suit against any delinquent or negligent; aggrieved persons may not withdraw from a suit without the board's consent and will be indemnified from company money if they shall have legal costs.

82. The company will be absolutely controlled by the directors, a majority of whom may dissolve the company or publish a notice of intention to that effect in the "London Gazette".

83. Each Special General Meeting (and each meeting adjourned) shall be held from seven to 21 days after its notice, but each Annual General Meeting unadjourned must occur within seven to fourteen days of advertisement.

84. If no director can take the chair, a proprietor will be elected by the meeting.

85. Ballots will be executed from seven to fourteen days after notification.

86. Proprietors will be qualified to vote only if they shall have signed this document, have paid up all their moneys, and shall have been shareholders for six calendar months.

87. Not less than half the proprietors, holding not less than 2,000 shares, must attend a Special General Meeting to dissolve the company - in default the directors may call another meeting explaining the lack; dissolution will proceed if four-fifths of the proprietors attending that second meeting shall agree.

88. Only specific business will be transacted at a Special General Meeting, and an adjourned Annual General Meeting will only consider that deferred from the main assemblage.

89. Minute Books will be kept at headquarters, with proprietors' access restricted as in clause 67.

90. For a general meeting or ballot, holders of five to fourteen shares shall leave one, of fifteen to 29 two, of thirty to 49 three, and of 50 four, votes.

118. Only the directors may contract for property on the company's behalf - any other proprietor shall pay for property from his own estate.

119. Proprietors should do nothing to render company property or funds liable to seizure.

120. Proprietors will keep their company interests separate from their personal.

121. Proprietors will only be answerable for their own share of company debts, and that during their proprietorships.

122. A proprietor will be considered bound by a notice concerning the company sent to his address as entered in the Share Register.

123. Deceased proprietors' next-of-kin or legatees will have no concern in shares against the executors or administrators unless the executors assent in writing.

124. Husbands of female, executors, administrators and legatees of deceased, assignees of bankrupt or insolvent, and committees for lunatic, proprietors will not be entitled to shares ipso facto.

125. Such persons shall for five days leave at the company offices the relevant marriage certificates, probates, administrations, certificates of appointment, deeds of assignment or orders in order that extracts may be minuted.

126. Such persons may become proprietors ut infra.

127. Such persons (as well as fulfilling clause 125) shall give notice of their intention to purchase such shares, together with personal details; their claims will be certified within two months of the board's approval and execute deeds of covenant.

128. Shares of such persons' predecessors in title shall (if the successors decline to become proprietors) be assigned to other holders within three calendar months from the date of the predecessors' incapacity; in default of such assignment the shares will be sold by the board to any prospective proprietors.

129. Share-transfer deeds will be executed by three directors.

130. Three directors' receipts will be sufficient discharge to any purchaser of assigned certificates.

131. Deducting instalments due to the company, the board will pay moneys on demand to persons classified in clause 124.

132. No proprietor in arrears may sell his shares.

133. Except to the directors or their appointees, no proprietor may sell simultaneously shares other than five or multiples of five.

134. A seller must notify the office of a prospective share-buyer's name or abode.

135. Potential buyers must be deemed by the board fit to become proprietors.

136. The board will approve the format of any deed of transfer used for sale of a share.

137. Share-purchase will be similarly approved and a new proprietor of a transferred share will obtain his certificate of transfer within a week of the transaction.

138. All moneys from forfeited shares or legal actions will become respectively part of the company's capital or funds.

139. Non-monetary assets of the company would be sold within three months of its dissolution and the resultant money distributed among the proprietors.

140. Thereafter the company should be considered dissolved.

141. Differences will be resolved by three arbitrators (two chosen directly (one from each side) who will select the third); an award by a majority of the arbitrators will be delivered within two months of their being chosen or after a longer time agreed by the majority of them; the arbitrators may order the disputants to pay legal costs and enforce submission in the Court of King's Bench.

142. Without consulting the proprietors, the directors may make a return to anyone insuring with the company for seven years.