AUDITOR SEC. 24. It shall be the duty of the Auditor, under the supervision of the Chairan of the Board or of the President, to audit the accounts of the various Divisions of the business, to authenticate payments to and from the Home Office and the Areney Force and claimants and creditors; to prepare forms of vouchers and repure proper execution of vouchers; to coordinate the various accounts and books of secount of the office and to keep such general books as shall show the financial rodition and affairs of the Company. He shall attend the meetings of the AuditIng Committee. STATISTICIAN SEC. 25. It shall be the duty of the Statistician to examine and study the mortality, morbidity, and accident experience of the Company as to its employees and policyholders; to examine and study public statistics in any matters affectthe health and welfare of the community; to make and keep records thereof; to make recommendations as guides to the Officers having charge of the issue of rance as to classification of risks; and to make reports and prepare theses on opies of value to the Company's business and on special subjects as requested by the Officers. ECONOMIST Sec. 26. It shall be the duty of the Economist to assemble and classify facts mating to the conduct of the Company's business and data affecting business tions in which the Company is interested, to advise with the Officers and use in charge of Divisions, to report to the Officers his conclusions thereon and to probable future trends in the respective matters under his investigation. DEPOSITARIES SEC. 27. All moneys received by the Company at its Home and Head Offices bali be deposited in the name of the Company under such regulations, and in at depositaries as shall be designated by the Finance Committee. All investnts in stocks and registered bonds, loans, loans upon bond and mortgage, shall * made in the name of Metropolitan Life Insurance Company, except such as deposited with public officials pursuant to law. EXECUTION OF INSTRUMENTS Amendment adopted June 22, 1937 Sac. 28. Any two of the following Officers, namely, the Chairman of the Board, President, the Vice-President provided for in the Charter, Treasurer, any other -President, Secretary, Comptroller, General Counsel, and Personnel Officer, tazy one of the foregoing Officers with an Assistant Secretary, Assistant TreasEr, Assistant Comptroller, or Assistant General Counsel, shall have power to teente transfers of stock, deeds, releases of mortgages, satisfaction pieces, and ther instruments entitled to be recorded within the State of New York or an any other jurisdiction, and all other contracts and instruments in writing ry for the Company in the management of its affairs, and to attach the pany's seal when necessary. CHECKS A checks shall be signed by two of the following: the Chairman of the Board, President, the Vice-President, provided for in the Charter, any other Viceresidents, the Treasurer, the Assistant Treasurers, the Secretary, the Assistant taries, the Actuaries, the Comptroller, the Assistant Comptrollers, the tor, the Medical Directors, the Assistant Medical Directors, the General l; and, at the Pacific Coast Head Office, the Cashier of the Pacific Coast Office, and the Superintendent of Agencies of the Pacific Coast Territory; at the Canadian Head Office, the Cashier of the Canadian Head Office, and Superintendents of Agencies of the Canadian Territory; but the signature of President may be printed in facsimile upon the checks. STATEMENTS 29. The Chairman of the Board, the President, or the Vice-President ided for in the Charter, and the Treasurer, Secretary, or an Actuary shall ace all statements of the affairs of the Company required by law. POLICIES SEC. 30. Policies and contracts in the Ordinary Department including Ordinary Intermediate, and Special Class policies, Annuity contracts, Accident and Health policies, and Group policies and Group contracts of whatever nature shall bea either (a) the facsimile signatures of the President and Secretary and the actus signature or personally inscribed initials of one of the Policy Registrars appointe for that purpose by the Chairman of the Board or by the President; or (b) th *facsimile signatures of the President and Secretary and the actual signature of on of the Officers mentioned in Section 29, or of one of the Vice-Presidents or Assist and Secretaries; or (c) the actual signatures of any two of the Officers mentione in Section 29, or of one of such Officers and of one of the Vice-Presidents o Assistant Secretaries. Policies in the Industrial Department shall bear the facsimile signatures of th President and Secretary or shall be executed in the same manner as Ordinar policies. Supplementary contracts, issued in exchange for any policy or contract, sha be executed in the same manner as is required for the original policy or contract Supplementary contracts or agreements to be attached to and made a part o any policy or contract shall bear the facsimile signature of the President or th Secretary, or both, and may also bear the actual signature or personally inscribe initials of one of the Policy Registrars. Amendments to and endorsements of policies or Annuity contracts, excep Group policies and Group contracts, shall bear the facsimile signature of th Secretary. Amendments to and endorsements of Group policies and Group contract shall bear the facsimile signature of the Secretary, and the actual signature c personally inscribed initials of one of the Policy Registrars appointed for the purpose by the Chairman of the Board or by the President, or the actual signatur of (a) one of the Officers mentioned in Section 29; or (b) one of the Vice President FACSIMILE SIGNATURE OF DECEASED OR RETIRED OFFICERS SEC. 31. In case of the death or retirement from office of any Officer whos facsimile signature is authorized to be used in connection with policy form checks, receipts, or other instruments issued by the Company, such policie checks, receipts, or other instruments may, nevertheless, be issued during a perio of not to exceed six months thereafter bearing the facsimile signature of suc deceased or retired Officer. OFFICERS' GENERAL DUTIES SEC. 32. Each Officer shall perform such duties as may be assigned to him b the Chairman of the Board, the President, the Vice-President provided for i the Charter, the Board of Directors or any of its Committees, and each Assistan to an Officer shall also perform such duties as may be assigned to him by th Officer or Officers to whom he is an Assistant. BOARD VACANCIES SEC. 33. Any vacancy or vacancies that may occur in the membership of th Board of Directors shall be filled by said Board by a vote by ballot upon nomin tion made to the Board four weeks prior to the vote; a favorable vote by a majorit of all the members of the Board shall be necessary to election. NOMINATIONS SEC. 34. At least four weeks before the nomination of the administratio ticket required by law for the biennial election of the Board of Directors the shall be submitted to the Board the names which it is proposed to place upo said ticket, and a favorable vote by a majority of all the members of the Boar shall be necessary for each nominee. ORDER OF BUSINESS SEC. 35. The order of business at meetings of the Board shall be: 1. Calling the roll. 2. Reading of the minutes of the previous meetings not theretofore approve 3. Report of the Officers. 4. Report of the respective Committees. 5. Communications, resolutions, notices, etc. 6. Unfinished business. 7. New business. AMENDMENTS SEC. 36. These By-Laws may be altered and amended only by a vote of twothirds of the Directors present, at a regular or adjourned meeting, upon written notice, stating the proposed alteration or amendment, read at a meeting of the Board, at least four weeks before the same shall be acted upon. EXHIBIT No. 239 [From files of Metropolitan Life Insurance Co., office of the Chairman of the Board} DAVIS POLK WARDWELL GARDINER & REED (STETSON JENNINGS & RUSSELL) Mr. FREDERICK H. ECKER, President, Metropolitan Life Insurance Co., 1 Madison Avenue, New York, N. Y. JUNE 27, 1930. DEAR MR. ECKER: I was greatly disappointed when just as I was leaving my office to attend the directors meeting on the 24th, matters came forward which made it impossible for me to get away. This has happened so often in the past and my attendance at meetings has been so infrequent that I am driven to the conclusion that I should get off the board and permit you to elect someone whose attendance can be more relied upon. I quite agree that no member of any board of directors should complain if he is called upon for half a day once a month If he finds it, however, difficult or impossible to give even that much time, I think he should get out of the way. I do not want to bring the question forward at a moment which might be for any reason inconvenient to you and so do not put this letter in the shape of a formal resignation; but I should be glad to have you indicate whether or not the present is an appropriate moment for the formal act. Believe me, with cordial regards, Sincerely yours, EXHIBIT No. 240 JOHN W. DAVIS. [From files of Metropolitan Life Insurance Co., office of the Chairman of the Board] Hon. JOHN W. Davis, New York. JULY 1, 1930. MY DEAR MR. DAVIS: I cannot tell you how much I am disturbed at the suggestion contained in your letter of June 27. Your public career and your high. standing as a citizen of this community are so superlative that your presence on our board of directors has been a connection most complimentary to our company in connection with what it is trying to do in the United States and Canada, I should: be distressed to have you leave us, but must bow to your feeling if, after further deliberation, you are still of the same mind. I wish you would give the matter further thought in the hope that your decision will be otherwise. I have understood that because of your many engagements it was not always convenient to attend the regular meetings, but have felt that in case of necessity you would be available. Why not let it stand that way, and please understand how very much I would like to have you continue with us if you can see your way to do so. Very sincerely yours, EXHIBIT NO. 241 [From files of Metropolitan Life Insurance Co., office of the chairman of the board.] Hon. L. A. TASCHEREAU, 187 Grande Allee, Quebec, Canada. APRIL 20, 1938. DEAR MR. TASCHEREAU: You may recall that, under the provisions of the New York law concerning the election of directors, our board will be required to make nominations for the next election, which takes place in April 1939. Under the prescribed procedure, the first step in making these nominations takes place in July this year. Inasmuch as I am expecting to be out of the country in July I believe it is wise for me to communicate with you on the subject at this time I hardly need tell you how much we have valued the inclusion of your distin guished name in the list of our directors. You have honored the company by being one of its directors for the past 16 years. We have had much satisfaction in the feeling of your interest in the company and its activities. It has transpired, however, that you have been unable to attend the meetings of the board and I am afraid that is a situation which should not be permitted to continue. I assume that you are not likely to find it convenient to attend such meetings in the future and I am, therefore, wondering whether at this time you would like to consider whether the board should renominate you. You need not reply at present, unless you so desire. It happens that two of our vice presidents, familiar with the whole situation, will be in Quebec within the next month or 6 weeks and, if you prefer, I should like to authorize them to call on you and present my compliments in person and discuss the matter with you. I hope this finds you in your customary good health. Chairman of the Board. EXHIBIT No. 242 [From files of Metropolitan Life Insurance Co., office of the chairman of the board.] FREDERICK F. ECKER, QUEBEC, April 27, 1938. New York, U. S. A. President, Metropolitan Life Insurance Co. DEAR MR. ECKER: I am in receipt of yours of the 20th instant and beg to thank you for your kind reference to myself. May I be permitted to go into past history: Some years ago, while in New York, I was approached by the then president of the company, Mr. Haley Fiske, and was asked by him to join the board. Mr. Fiske told me that, on account of his Canadian business and especially of the French Canadian clients of the Metropolitan Life he wished to add on the board the name of a well-known French Canadian. I was then the Prime Minister of the Province of Quebec. It was distinctly understood at the time that, as I was a very busy man, I could not attend the meetings of the board, and I accepted the honor offered to me under this distinct condition which Mr. Fiske told me he fully understood. Needless to say that I was not invited for the services that I could render to a board composed of so distinguished men. I, however, leave the matter entirely in your hands and will cheerfully accept whatever decision you will arrive at. You state in your letter that two of your vice presidents will be in Quebec within the next month. I shall be very pleased, as you suggest, to meet them and discuss the matter together. Sincerely yours, L. A. TASCHEREAU. EXHIBIT No. 243 [From files of Metropolitan Life Insurance Co., office of the president] METROPOLITAN LIFE INSURANCE CO., Mr. LEROY A. LINCOLN, New York City. DEAR MR. LINCOLN: It has come to my attention that an unusual interest has been developed in the field in the matter of getting policyholders to vote for directors. On several occasions the agents have told me that policyholders are asking many questions about the various directors whose names appear on the ballot. Managers also tell me that their agents are making inquiry and asking for information about the directors. People want to know who they are, what position in public and private life they hold, as well as where they have their business location. I pass this information along for what value it may be to you, but it does occur to me that it would be a nice thing if our entire field force had some knowledge of each of our directors in order that they would be in a position to answer such direct questions. It is probably too late to get this information out before the ballots are counted at the home office, but it might be well to keep it in mind for a future year during which the election of directors takes place. With kindest personal regards, I am Sincerely yours, JOHN H. ALMY, Superintendent of Agencies. [From the files of Metropolitan Life Insurance Co., office of the president] Mr. JOHN H. ALMY, San Francisco, Calif. MARCH 22, 1935. DEAR MR. ALMY: I am just in receipt of your letter of March 18 informing us of interest in the field with respect to the forthcoming election of directors. We have had no similar report from other territories and I am somewhat at a loss to explain the special interest to which you refer. Of course, it goes without saying that we are glad to have our policyholders take a genuine interest in the matter of election of directors. It is, as you say, a bit late to undertake to furnish the information which you suggest, but we will be glad to keep the suggestion in mind. With very best regards, I am Very truly yours, Vice President and General Counsel. “EXHIBIT No. 244" appears in Hearings, Part III, appendix, p. 1158 EXHIBIT No. 245 [From files of Metropolitan Life Insurance Co., office of assistant secretary, Mr. C. E. Tully] |