investments of such corporation in such mortgages, the property so mortgaged to the corporation being taxed in the hands of the individual member or mortgagor. SEC. 100. On the trial of any action or other proceeding at law or in equity, in which the property or interest of any such corporation may be in any wise concerned, any member of such corporation shall be a competent witness, and shall not be objected to on account of any interest he may have as such member, in the result of any such action or proceeding.

SEC. 101. Any association of persons which may have been organized or established at any time prior to the adoption of this article, on being made a body corporate, under the provisions of this article, shall become merged in such corporate body thereby created; and every act done or to be done by any such unincorporated association of persons, relating to the ends and purposes of such association, and all mortgages, bonds or other instruments, made to such association of persons, or to any person or persons to or for the use of such association of persons, or any member thereof as such, shall remain and continue in full force and virtue at law and in equity, in like mauner as if such incorporated association of persons had originally been a body corporate.

SEC. 102. Any trustee or trustees, person or persons, to whom any such conveyances shall have been made, to and for the use of such incorporated association, may be required to assign and transfer the same to such corporation, and such conveyances shall be as good and sufficient as if made to such corporation; and all the liabilities and obligations of, by and between the members of such incorporated association of persons, shall remain of as binding force or effect as if such association had been incorporated from the first.

SEC. 103. The provisions of the eight foregoing sections shall be taken and held to apply to corporations which have been or may hereafter be formed in this state, under the provisions of this article, for the purpose of loaning money on real or personal property or for buying, selling, leasing or otherwise dealing in land, and such corporations may by their bylaws provide for the payment of all or any part of their stock in advance, and shall have the power to enforce the payment of all dues, legal interest or premium due to such corporation from its members, stockholders, or borrowers, by such fines and forfeitures as the directors may from time to time provide in its bylaws; and it shall and may be lawful for any of the corporations mentioned in this section, at any time, either before or after the shares of its stocks shall have been fully paid up, to redeem or purchase the same at such sum or price as such member may agree to receive therefor, or to loan to such member the par value of its shares as fixed by its certificate of incorporation for any number of shares then held by such member, for any number of years and upon such premium or bonus as may be agreed upon between the corporation and member or borrower, and either to deduet such premium or bonus in advance or to make the same payable with and as a part of the weekly dues in each and every week during the period of such loan, and in the payment of such sum of money by such corporation, then to receive from such member a transfer of all his or her interest in such share or shares of its stock, and also security by way of mortgage on real or personal property, or by hypothecation of unredeemed shares of its stock so sold by such member; and said mortgage or hypothecation shall be conditioned for the repayment by such member or borrower to said corporation of the money loaned or advanced to him in weekly instalments, including dues, legal interest on the money so advanced or loaned, the weekly premium agreed upon for each share, and also all fines, assessments and penalties incurred according to the bylaws in respect thereof; and all shares of stock so redeemed, advanced or loaned or purchased by such corporation, shall be considered as redeemed shares, and shall be cancelled; and it shall be lawful for such corporation to issue an equal number of new shares in their stead, so that the number of unredeemed shares may always equal and never exceed the number of shares fixed by the certificate of incorporation of such corporations; and the

member or members of such corporations, so redeeming their said share or shares of stock, shall cease to be stockholders, and shall not be entitled to vote at any meeting of such corporations, held for the purpose of electing directors or for any other purpose, and shall not be eligible for any of the offices of the corporation.

SEC. 104. It shall not be lawful for any land company, homestead or building association, or any association formed for the purpose of lending money, or using the corporate funds for the purpose of buying, selling, lending upon mortgage, leasing or otherwise dealing in real or leasehold estate, to issue any promissory note, bill or obligation of any kind to any member thereof, or borrow therefrom in lieu of money, and all loans by such corporation shall be made in money and not otherwise, and all notes, bills or obligations of any sort issued by any such association to or for the use or benefit of any member or borrower in lieu of money, and all deeds, mortgages or other securities whatsoever, given to secure the same, shall be void and of no force and validity whatever, either in law or in equity.

MASSACHUSETTS.

PUBLIC STATUTES OF 1882.

CHAPTER 106.

[Sections 18, 20, and 21 following relate to manufacturing and similar corporations but are made to apply to building and loan associations by section 4 of chapter 117.] SECTION 18. The first meeting shall be called by a notice signed by one or more of the subscribers to such agreement, stating the time, place, and purpose of the meeting, a copy of which notice shall, seven days at least before the day appointed for the meeting, be given to each subscriber, or left at his usual place of business or place of residence, or deposited in the post office, postpaid, and addressed to him at his usual place of business or of residence. And whoever gives such notices shall make affidavit of his doings, which shall be recorded in the records of the corporation.

SEC. 20. At such first meeting including any necessary or reasonable adjournment, an organization shall be effected by the choice by ballot of a temporary clerk, who shall be sworn, and by the adoption of bylaws, and the election, in the manner provided in section twenty-four, of directors, treasurer, clerk, and such other officers as the bylaws may provide; but at such first meeting no person shall be eligible as a director who has not subscribed the agreement of association. The temporary clerk shall make and attest a record of the proceedings until the clerk has been chosen and sworn, including a record of such choice and qualification.

SEC. 21. The president, treasurer, and a majority of the directors [see section 4, chapter 117], shall forthwith make, sign, and swear to a certificate setting forth a true copy of the agreement of association with the names of the subscribers thereto, the date of the first meeting, and the successive adjournments thereof, if any, and shall submit such certificate and also the records of the corporation to the commissioner of corporations, who shall examine the same, and who may require such other evidence as to the facts of the case as he may judge necessary. The commissioner, if it appears that the requirements of the preceding sections preliminary to the establishment of the corporation have been complied with, shall certify that fact and his approval of the certificate by indorsement thereon. Such certificate shall thereupon be filed by said officers in the office of the secretary of the commonwealth, who, upon payment of the fee hereinafter provided, shall cause the same with the indorsement thereon to be recorded, and shall thereupon issue a certificate in the following form:

COMMONWEALTH OF MASSACHUSETTS,

Be it known that whereas [here the names of the subscribers to the agreement of

ing a corporation under the name of [here the name of the corporation shall be inserted], for the purpose [here the purpose declared in the agreement of association shall be inserted], with a capital of [here the amount of capital fixed in the agreement of association shall be inserted] [see section 4, chapter 117], and have complied with the provisions of the statutes of this commonwealth in such case made and provided, as appears from the certificate of the president, treasurer, and directors of said corporation, duly approved by the commissioner of corporations and recorded in this office: Now, therefore, I [here the name of the secretary shall be inserted], secretary of the commonwealth of Massachusetts, do hereby certify that said [here the names of the subscribers to the agreement of association shall be inserted], their associates and successors, are legally organized and established as and are hereby made an existing corporation under the name of [here the name of the corporation shall be inserted], with the powers, rights, and privileges, and subject to the limitations, duties, and restrictions, which by law appertain thereto. Witness my official signature hereunto subscribed, and the seal of the commonwealth of Massachusetts hereunto affixed, this day of - in the year. [In these blanks the day, month, and year of execution of the certificate shall be inserted.]

The secretary shall sign the same and cause the seal of the commonwealth to be thereto affixed, and such certificate shall have the force and effect of a special charter, and shall be conclusive evidence of the existence of such corporation. He shall also cause a record of such certificate to be made, and a certified copy of such record may be given in evidence with like effect as the original certificate.

CHAPTER 117.

SECTION 1, (as amended by chapter 243, acts of 1890). Twenty-five or more persons who associate themselves together by an agreement in writing with the intention of forming a corporation for the purpose of accumulating the savings of its members paid into such corporation in fixed periodical instalments and lending to its members the funds so accumulated shall, by and with the consent of the board of commissioners of savings banks, become a corporation upon complying with the provisions of the three following sections.

SEC. 2. The agreement shall set forth the fact that the subscribers thereto associated themselves with the intention of forming a corporation, the name by which the corporation shall be known, the purpose for which it is formed, the town or city, which shall be within this commonwealth, in which it is located, and the limit of capital to be accumulated.

SEC. 3, (as amended by chapter 98, acts of 1883). The name shall be one not previously in use by any existing corporation established under the laws of this commonwealth, and shall be changed only by act of the general court. The words "cooperative bank" shall form a part of the name.

SEC. 4. The provisions of sections eighteen, twenty, and twenty-one of chapter one hundred and six shall apply to such corporations, except that, in the certificate signed by the secretary of the commonwealth, the limit of capital to be accumulated as fixed in the agreement of association shall be inserted, instead of the amount of capital, that the certificate required by said section twenty-one to be filed and recorded may be signed and sworn to by the presiding and financial officers and a majority at least of the officers possessing the powers of directors, by whatever name they may be called, and that the fees to be paid for filing and recording the certificates required by said section twenty-one, including the issuing of the certificate of organization, shall be five dollars.

SEC. 5. The capital to be accumulated shall not exceed one million dollars, and shall be divided into shares of the ultimate value of two hundred dollars each. The shares may be issued in quarterly, half-yearly, or yearly series, in such amounts and at such times as the members may determine.

No person shall hold more than twenty-five shares in the capital of any one such corporation. No shares of a prior series shall be issued after the issue of a new

series.

SEC. 6. The number, title, duties, and compensation of the officers of the corporation, their terms of office, the time of their election, as well as the qualifications of electors, and the time of each periodical meeting of the officers and members, shall be determined by the bylaws; but no member shall be entitled to more than one vote at any election. All officers shall continue in office until their successors are duly elected, and no corporation shall expire from neglect on its part to elect officers at the time prescribed by the bylaws.

SEC. 7. The officers shall hold stated monthly meetings. At or before each of these meetings every member shall pay to the corporation as a contribution to its capital one dollar as dues upon each share held by him until the share reaches the ultimate value of two hundred dollars, or is withdrawn, cancelled, or forfeited. Payment of dues on each series shall commence from its issue.

SEC. 9, (as amended by chapter 216, acts of 1887). When each unpledged share of a given series reaches the value of two hundred dollars, all payments of dues thereon shall cease, and the holder thereof shall be paid out of the funds of the corporation two hundred dollars therefor with interest at the rate of six per cent a year from the time of such maturity to the time of payment: Provided, that at no time shall more than one half of the funds in the treasury be applicable to the payment of such matured shares without the consent of the directors: Provided, further, that when any series of shares, either pledged or unpledged, reaches maturity between the dates of adjustment of profits, or whenever shares are retired between such dates, the holders of such shares shall, in addition to the value thereof, be entitled to interest at the rate of six per cent per anuum for all full months from the date of the preceding adjustment.

SEC. 10, (as amended by chapter 78, acts of 1890). The moneys accumulated, after due allowance made for all necessary and proper expenses and for the withdrawal of shares, shall, at each stated monthly meeting, be offered to the members according to the premiums bid by them for priority of right to a loan. Each member whose bid is accepted shall be entitled upon giving proper security to receive a loan of two hundred dollars for each share held by him, or such fractional part of two hundred dollars as the bylaws may allow. If a balance of money remains unsold after a monthly sale, the directors may invest the same in any of the securities named in the second clause of section twenty of chapter one hundred and sixteen [providing for the investment by savings banks of deposits and income derived therefrom], or may loan the same upon the shares of the corporation, on the approval of the directors or investing committee thereof, at the highest rate paid at the last preceding monthly sale of such moneys.

SEC. 11. Premiums for loans shall consist of a percentage charged on the amount lent in addition to interest, and shall be deemed to be a consideration paid by the borrower for the present use and possession of the future or ultimate value of his shares, and shall together with interest and fines be received by the corporation as a profit on the capital invested in the loan, and shall be distributed to the various shares and series of said capital as hereinafter provided..

SEC. 12. A borrowing member, for each share borrowed upon, shall, in addition to his dues and monthly premium, pay monthly interest on his loan at the rate of six per cent per annum until his shares reach the ultimate value of two hundred dollars each, or the loan has been repaid; and when said ultimate value is reached, said shares and loan shall be declared cancelled and satisfied, and the balance, if any, due upon the shares, shall be paid to the member.

SEC. 13, (as amended by chapter 159, acts of 1889). For every loan made, a note secured by first mortgage of real estate situated in this commonwealth shall be

share so pledged shall be held by the corporation as collateral security for the performance of the conditions of said note and mortgage. Said note and mortgage shall recite the number of shares pledged and the amount of money advanced thereon, and shall be conditioned for the payment at the stated meetings of the corporation of the monthly dues on said shares, and the interest and premium upon the loan, together with all fines on payments in arrears, until said shares reach the ultimate value of two hundred dollars each, or said loan is otherwise cancelled and discharged: Prorided, that the shares without other security may in the discretion of the directors be pledged as security for loans, to an amount not exceeding their value as adjusted at the last adjustment and valuation of shares before the time of the loan. If the borrower neglects to offer security satisfactory to the directors within the time prescribed by the bylaws, his right to the loan shall be forfeited, and he shall be charged with one month's interest and one month's premium at the rate bid by him, together with all expenses, if any, incurred; and the money appropriated for such loan may be reloaned at the next or any subsequent meeting.

SEC. 14. A borrower may repay a loan at any time, upon application to the corporation, whereupon, on settlement of his account, he shall be charged with the full amount of the original loan, together with all monthly instalments of interest, premium, and fines in arrears, and shall be given credit for the withdrawing value of his shares pledged and transferred as security; and the balance shall be received by the corporation in full satisfaction and discharge of said loan: Provided, that all settlements made at periods intervening between stated meetings of the directors shall be made as of the date of the stated meeting next succeeding such settlement; And provided, that a borrower desiring to retain his shares and membership may at his option repay his loan without claiming credit for said shares, whereupon said shares shall be retransferred to him, and shall be free from any claim by reason of said cancelled loan.

for

SEC. 15. Members who make default in the payment of their monthly dues, interest, and premiums, shall be charged a fine not exceeding two per cent a month on each dollar in arrears. No fines shall be charged after the expiration of six months from the first lapse in any such payment, nor upon a fine in arrears. The shares of a member who continues in arrears more than six months shall, at the option of the directors, if the member fails to pay the arrears within thirty days after notice, be declared forfeited, and the withdrawing value of the shares at the time of the first default shall be ascertained, and, after deducting all fines and other legal charges, the balance remaining shall be transferred to an account to be designated the feited share account" to the credit of the defaulting member. Said member, if not a borrower, shall be entitled upon thirty days' notice to receive the balance so transferred without interest from the time of the transfer, in the order of his turn, out of the funds appropriated to the payment of withdrawals. All shares so forfeited or transferred shall cease to participate in any profits of the corporation accruing after the last adjustment and valuation of shares before said first default. SEC. 16. If a borrowing member has been in default for six months, the amount to be credited to his shares under the preceding section shall be applied as a payment upon the loan, and the balance with interest and premiums thereon from the time of first default together with an attorney's fee of five per cent on said balance shall be enforced against the security and recovered as secured debts are recovered at law. The shares the value whereof has been so applied in payment shall revert to the corporation, and be held by it free from all interest, claim, or demand on the part of the borrower or any person claiming from or under him.

SEC. 17. The general accounts of every such corporation shall be kept by double entry. All moneys received by the corporation from each member shall be receipted for by persons designated by the directors, in a pass book provided by the corporation for the use of and to be held by the member; and said pass book shall be plainly marked with the name and residence of the holder thereof, the number of shares held