Montgomery County sentinel. [volume] (Rockville, Md.) 1855-1974, 1897-04-02
Mutual Fire Insurance Company.
To Editor Of tie Sentinel:

the Court Tor decision, 1t seems to me un
becoming, while the suit is pending, for the
committee who brought the suit, to make an
appeal to the public through a newspaper
publication. 1t would have been better ia
have Kept quiet and waited patiently for the
Courts decision. But inasmuch as the COM
mIttee, in their statement published in the
Sentinel and Adc0cdte of last week express
their opinion that they "think it advisable
mat all members of the company, as well as
the general public, should be made acQuaint.
ed with the facts of the CASE" will try to
help them by stating what they have omitted.
AT the annual meeting OF the company,
held on the 9TH of January, 1895, under the
requirements OF the charter, for the election
OF the members of the Board of Directors
certain so called bylaws were passed.
| The law of the State of Maryland, granting
the charter, provides, expressly, the way in
which the bylaws shall be made, and the
charter declares, (sec, y and "any amend.
ment or alteration of the constitution and
bylaws shall only be made by general
meeting of members of the company, con-
vened in pursuance of public notice, given
as in cases OF election for Directors" (that IS
by certain advertisement or posted notice,
"when each member present shall have one
vote; and two.t thirds of the votes thus given
shall decide, and any amendment or altera
ton Of the constitution or by laws that may
be thus made, shall be binding on the men,
bers of the company"
Sec. provides the way in which "a gen.
eral meeting" shall be called for amending
or altering the constitution and bylaws, or
for any other specified business authorized
by the charter. Here is the whole section :
THAT it shall be the duty of the President,
whenever required in writing by not less
than twenty members of the company, other
than Directors, to call q general meeting OF
the members by giving notice, as in cases OF
election for Directors for the transaction of
such business as may be specified in the said
written requistion, and any resolutions or
proceedings passed or had at such meeting,
by not less than two thirds of the members
who shall be present, shall be binding upon
the President and Directors, and members
of the company
Now, it seems to me, that it must be clear
to any sound mind, that a bylaw cannot
"be binding upon the President and Direc-
tors and members of the company" unless
it has been adopted as the law of the State
creating the company declares it "shall only
be made"
With this knowledge and understanding
of the charter the Board of Directors, at
their first meeting after the election in Janu-
AIRY, 1895, passed the following resolution {:
"Whereas the special charter granted by
the State of Maryland, by an act passed at
the December session, 1S47, creating this
company, and under which it was duly or
ganized, and its constitution and bylaws
originally adopted, provides the method by
which any amendment or alteration of the
constitution and bylaws shall '0Rly be made,
namely, by general meeting OF members
of the company, convened in pursuance OF
public notice given as in cases of election for
Directors. - See sec. z of charter.
And whereas the said charter provides the
way in which general meeting" shall be
called, and requires that the notice OF such
meeting shall be given as in cases of election
for Directors, and that said general meeting
shall be "for the transaction of such business
as may be specified in said written requisi-
ton" for the call of such meeting See sec.
8 of charter.
And whereas at the regular annual meet
ing of the company, under the charter, called
by due notice given for the election OF Di.
rectors, which was held on the 7th instant,
certain so called BYLAWS were adopted,
therefore
ResoEoed That said so-called by laws hav.
ing been passed Gin a manner contrary to
the mode which the charter provides, they
are therefore imperative, null and void !;
and thus having no binding effect on the
Directors of the company, the Board must,
as in duty bound to all the members of the
company, pursue their course OF duty under
the charter and existing constitution and
by laws, as though no such so-called by
laws had been passed.
Among the SO called bylaws passed at
the regular annual meeting of the company
for the election of Directors in 1895 was the
following:
Resoloed, two thirds of the members pres
ent concurrng, That after this date the total
amount paid for the salaries Of the officers,
other than Directors, of the Mutual Fire In
surance Company of Montgomery county,
Maryland together with the amount paid
for other clerical work of the home office,
shall not exceed the sum of three thousand
dollars ($3,0O0) per aLnum.
This was passed, not only in plain viola
ton of the obvious requirement OF the char
ter, as all the other so called bylaws were;
but it annulled the law of the State which
gives to the Board of Directors, expressly
and exclusively, authority to allow any
officer or officers in the employ OF the com
pany such sGLIrieS fees or compensation as
Mey may deem proper" Sec. OF charter
Eminent counsel had given the opinion
that the company, by its Legislation, could
issue which il was thought was to be sub
mitted to the Court on Thursday last, as
well as the general power OF the company
To pa bylaws at the annual election meet
ing, But as a so called by law respecting
mileage had been substituted for this, delay
was deemed ad Vsable for special considera-
ton.
As TO the reduction of expenses following
the meeting of January 1895, the largest
item of reduction was, | believe in the sal.
ary of the president. We had been paying
MIR. Joseph r. Moore an annual salary OF
$1,000. His almost daily services, and his
reputation as to ability and character were
well worth to the company that salary
Having declined to serve any longer, and as
we were told we could get president Tor
5000 or $500 per annum, and being deslrous
To allay the neighborhood excitement, we
fixed the salary at $3.50 per annum, and the
office met the refusal of almost every mem
Der of the Board of Directors, and it was
only by most earnest and almost unanimous
persuasion that our present worthy presl'
dent was induced to accept the ONCE Inc
smallness of the salary would not warrant
his giving the time and labor to the office
which his predecessor had given. The salary
has been raised to $3.50 per annum, and will
have TO be still further increased II we are
to have the proper services OF man quail
fed for the office. There is much more that
might be said in justification of the course
which the Board of Directors have faith
fully and lawfully pursued.
have felt it a duty to myself, as one OF
the Directors, to make this statement, which
have made without consulting any one,
and am alone responsible for whatever il
contains. There are implied II not direct
censures in the statement made by the com
mittee, which knowledge of the facts now
gwen explains. AS a Director, which office
i have held for many years, and, as always
law abiding, shall patiently wait Tor and
willingly submit to the decision OF the
Court.
CHARLES ALBERT,
A Director of the NJ. f. ms. Co. of
Montgomery county, Md.