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Connecticut Special Acts 1996

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Senate Bill No. 452

SPECIAL ACT NO. 96-4

AN ACT INCORPORATING PARTNERS INSURANCE COMPANY AND ARCONN SPECIALTY INSURANCE COMPANY, EXTENDING THE TIME FOR NEW ENGLAND STATES INSURANCE COMPANY TO ORGANIZE, AND AMENDING THE CHARTER OF THE NEW CANAAN HISTORICAL SOCIETY.

Be it enacted by the Senate and House of Representatives in General Assembly convened: Section 1. Partners Insurance Company is created a body politic and corporate and under that name shall have all the powers granted by the general statutes to corporations formed under the stock corporation act. John Salisbury shall be the sole incorporator.

Sec. 2. The corporation shall have the purpose and power to write residual value insurance, fire, extended coverage and allied lines, homeowners, multiple peril, commercial multiple peril, earthquakes, growing crops, ocean and inland marine, accident and health, workers' compensation, liability, including automobile liability, automobile physical damage, fidelity and surety, glass, burglary and theft, boiler and machinery and any and all forms of insurance which any other corporation now or hereafter chartered under the laws of Connecticut and empowered to do an insurance business may now or hereafter lawfully do; to accept and to cede reinsurance of any such risks and hazards; to issue policies and contracts for any kind or combination of kinds of insurance; to issue policies or contracts either with or without participation in profits; to acquire and hold any and all shares of other securities of any insurance corporation or any other kind of corporation; and to engage in any lawful act or activity for which corporations may be formed under the stock corporation act. The corporation may also exercise such powers outside of Connecticut to the extent permitted by the laws of the particular jurisdiction.

Sec. 3. The capital with which the corporation shall commence business shall be in such amount as the incorporators may prescribe but not less than the requirements of section 38a-72 of the general statutes, as from time to time amended, and may from time to time be increased when and as authorized by the shareholders and, unless the incorporator or shareholders otherwise authorize, the corporation is authorized to issue one thousand shares of capital stock without par value. The board of directors shall have the authority to establish classes, fix and determine the terms, limitations and relative rights and preferences of each class of stock, and to establish series and to fix and determine the variations in rights and references as among series. The capital stock of the corporation shall be transferable in accordance with the bylaws; and one or more transfer agents may be employed. The shareholders of the corporation shall have no preemptive rights with respect to the capital stock of the corporation.

Sec. 4. The corporate office shall be at Cheshire or at some other town in Connecticut, and the corporation may establish and maintain other offices in other towns of Connecticut and elsewhere.

Sec. 5. The incorporator named in section 1 of this act shall form the corporation in the manner provided for specially chartered corporations in the stock corporation act, shall obtain a license from the Insurance Commissioner prior to the commencement of business and shall be subject to all general statutes applicable to insurance companies chartered in Connecticut.

Sec. 6. Notwithstanding the provisions of section 33-391 of the general statutes, the corporate charter granted by this act shall be void unless said corporation is organized on or before January 1, 1998.

Sec. 7. ArConn Specialty Insurance Company is created a body politic and corporate and under that name shall have all the powers granted by the general statutes, as now enacted or hereafter amended, to corporations formed under the stock corporation act. Robert T. Sargent, with such other persons as may be associated with him, shall be the sole incorporator.

Sec. 8. The corporation shall have the power to write health, liability, fidelity and surety, marine, property, and workers' compensation insurance, bonds and other undertakings and any and all other forms of insurance against hazards or risks of every kind and description that now or hereafter may lawfully be the subject of insurance or that may be written by any other corporation now or hereafter chartered by Connecticut and empowered to do an insurance business; to accept and to cede reinsurance; to engage in any lawful act or activity for which corporations may be formed under the stock corporation act; and to acquire and hold property and effects of every kind as provided in section 9 of this act, including any or all of the shares or other securities of any insurance corporation of any other corporation. The corporation may exercise such powers outside of Connecticut to the extent permitted by the laws of the particular jurisdiction. Policies or other contracts may be issued stipulated to be with or without participation in profits; and they may be with or without seal.

Sec. 9. The corporation shall also have power to purchase or otherwise acquire, have, hold, possess and enjoy lands, tenements, hereditaments, goods, chattels, bonds, stocks, moneys, choses in action and property and effects of every kind, and the same to sell, grant, demise, alien, convey, and dispose of, and to loan, invest and reinvest any of such assets in any manner now or hereafter permitted in the case of any other corporation now or hereafter chartered by Connecticut and empowered to do a class of business referred to in section 8 of this act; to borrow money; to sue and be sued and to plead and be impleaded in all courts of law and equity; to have and to hold and to change, break and renew at pleasure a common seal; to ordain and to put into execution and to change at pleasure bylaws consistent with the laws of this state and of the United States; and to have and enjoy all the rights, privileges, powers and immunities now or hereafter granted to corporations under the general statutes.

Sec. 10. The minimum amount of capital with which the corporation shall commence business shall be in such amount as the incorporator prescribes but not less than the requirements of section 38a-72 of the general statutes, as amended, and may from time to time be increased as authorized by the stockholders and, unless the incorporator or stockholders otherwise authorize, shall be divided into a single class of common stock up to five thousand authorized shares of the par value of five hundred dollars each. The capital stock of the corporation shall be transferable in accordance with the bylaws, and one or more transfer agents may be employed. The stockholders of the corporation shall have no pre-emptive rights with respect to the capital stock of the corporation.

Sec. 11. The annual meeting of the stockholders of the corporation shall be held at such time and upon such notice as may be determined from time to time either by or in accordance with the bylaws. At all meetings of the stockholders each stockholder shall be entitled to vote in person or by an attorney duly authorized by a written proxy, each share of stock represented at the meeting shall be entitled to one vote and the stockholders represented at the meeting shall constitute a quorum.

Sec. 12. The corporate office shall be at Hartford or at some other town in Connecticut and the corporation may establish and maintain other offices and agencies in other towns of Connecticut and elsewhere.

Sec. 13. The property and affairs of the corporation shall be managed by a board of not less than three directors, the number and the terms of office to be determined from time to time by the stockholders or by the board of directors in accordance with the bylaws, provided terms shall not exceed five years. The directors shall be chosen initially by the incorporators and thereafter by the stockholders. Directors of the corporation need not be stockholders of the corporation.

Sec. 14. The directors of the corporation shall elect a president, a secretary and such other offices as they may deem desirable.

Sec. 15. The incorporator named in section 7 of this act shall form the corporation in the manner provided for specially chartered corporations in the stock corporation act, shall obtain a license from the insurance commissioner prior to the commencement of business, and shall be subject to all the general statutes applicable to insurance companies.

Sec. 16. Notwithstanding the provisions of section 33-391 of the general statutes, the corporate charter granted by this act shall be void unless said corporation is organized and licensed on or before January 1, 1998.

Sec. 17. Section 6 of special act 95-11 is amended to read as follows: Notwithstanding the provisions of section 33-391 AS AMENDED the corporate charter granted by [this act] SPECIAL ACT 95-11 shall be void unless said corporation is organized and licensed on or before [January 1, 1997] JANUARY 1, 1999.

Sec. 18. Number 94 of the special acts of 1945, as amended by number 133 of the special acts of 1967, is amended to read as follows: The New Canaan Historical Society, incorporated by a special act, approved May 18, 1893, may hold property in the amount of [five hundred thousand] TEN MILLION dollars in value.

Approved May 29, 1996. Effective May 29, 1996.

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