The midland journal. (Rising Sun, Md.) 1885-1947, 1895-08-09
The Farmers and Mechanics Mutual
Fire Insurance Association,

The Farmers and Mechanics Mutual
Fire Insurance Association.
Section I, Article 3, of the constitution
of the above named Association reads
1.-THE power of the Association shall be
rested in the following officers, viz: A
President, Secretary, five Directors and
five Surveyors. The President, Secretary
and Treasurer shall be selected from
among the number of Directors who shall
constitute the Board of Managers, who
shall be elected by ballot annually on the
last Saturday in July of each and every
year, at which the annual meetings of the
Association shall be held. The Board of
Managers shall superintend and transact
the business of the Association"
AT the annual meeting, July 26, 1876,
the following resolutions were adopted
"Resol0ed, That we elect President,
Secretary and Treasurer in addition to
the Directors and five Surveyors.
"Resolved, That the Managers be au-
thorized to appoint Assistant Surveyors
when, in their Judgment, the best inter.
ests of the Association may require it."
No provision appears in the constitu-
ton empowering the members to make
such new officers. Such act is strictly
prohibited by the statute under which the
Association is incorporated, Chap. All of
the Acts of 1868, and the mode prescribed
by which constitutional changes may be
made. 1t will be seen by the above
quoted Section I, of Article 8, that ''the
President, Secretary and Treasurer shall
be elected from among the number of
Directors who shall constitute the Board
of Managers. These Managers" are
all the officers which the members have
any legal authority to elect. "The Board
of Managers shall superintend and tran
sact the business of the Association"
This concluding clause of Sec. I, Art. 3
makes clear what would be left, in some
measure, blind. in the foregoing part of
the Section, namely, by whom the Presi-
dent, Secretary and Treasurer are to be
elected. The Board of Managers alone are
empowered to "superintend and transact
the business" with a Secretary-Treas-
urer who is placed in charge of the en-
tire business, over whose actions they
have no control whatever. He is made
by this illegal proceeding, in obedience to
an illegal bylaw amended, complete
master and manager of the Association.
The Directors may protest if they choose,
but the Secretary-Treasurer may laugh at
them if he chooses. He does not hold
his office by any power vested in them, if
this amended bylaw is permitted to over
ride the constitution of the Association.
1t is not only in strict accordance of the
"Act of Incorporation, or constitution,
of the Association that the five Directors
shall choose one of their body for Secre-
tary-TreasHrer, OF two persons to fill these
offices If they think the best interests of
the Association demand it, but the "Pres-
ident" is merely chairman to preside at
the meetings of the Board and direct pro.
ceedings in a regular manner. This is
the common practice in all associations Of
the kind. We don't think there are any
exceptions to this rule.
The annual meeting of the members
should elect their own chairman for the
day, after the chairman of the Board of
Directors has called the meeting to order
and stated its purpose. The work of the
meeting is then Of right placed In the
hands of its chairman whose duty it
should be to appoint an auditing com.
mittee to inspect the. seoFetary's report
after it has been laid before the meeting.
We venture to say that the proceedings
OF this Association as at present conduct
ed are entirely without warrant of law,
that the acts of the present Secretary are
not binding, and that he has no more
authority to assess and collect money for
losses by fire than any member of the
Association. If member should refuse
to pay his assessment, his plea in court
that there was no legally appointed per-
son to make the assessment or pay the
money to would be sustained IN court,
and the company would lose Its ease.
The Association, we are aware, has been
compelled to pay disputed losses by the
court, because the company cannot take
advantage of its own wrong, but it could
not enforce its wrong on member.
In their Boards of Directors the power
of all corporations is lodged, and if the
power is lodged in them they must have
entire, supreme control of all the machin-
cry of the Association after it has been
assigned by the members at the annual
meeting. All power FeYerts to the mem.
bers when they meet in annual session.
The life of the old Board has expired and
the members create new Board and in
vest it with sovereign control, subject to
SUCH rules as are laid down in the statutes
Of the State. Their constitution does not
empower them to create divided control,
which IS the election of Board of CON
troll and outside of them Secretary and
Treasurer to take entire charge of the
financial affairs Of the company, whose
action they cannot control.
Twenty members should at once call a