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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] [sec section 4, chapter 117), and have complied with the provisions of the statutes of this commonwealth in such caso 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 (bero 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 canse 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.


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 “ cooperativo 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 offieers 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 yalne 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 meinbers 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 sliall 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 inonthly 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 dnes on each series shall commence from its issue.

Sec. 9, (as amended by chapter 216, acts of 1887). When each unpledged share of a giren 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 : Prorided, further, that when any series of shares, either pledged or unpledged, reaches "maturity between the dates of adjustment of profits, or whenever shares are retirer 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 annum 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 duo 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 npon the shares of the corporation, on the approval of the direetors 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 inortgage 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 mortgago shall rerite 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 tho loan, together with all fines on payments in arrears, until said shares reach the ultimato value of two hundred dollars each, or said loan is otherwise cancelled and discharged: Prorided, that the sbares withont 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 sueh 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, whereapon, 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 prorided, that a borrower desiring to retain his shares and membership may at bis 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.

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 continnes 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 "forfeitel 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 transferreil shall cease to participate in any profits of the corporation aceruing 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 nse 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 lieli

by him, and the imber or designation of the series or issue to which said shares respectively belong, and the date of the issue of such series. All moneys so received shall be originally entered by the proper officer in a book to be called the cash book," to be provided by the corporation for the purpose, and the entries therein shall be so made as to show the name of the payer, the number of shares, the number or designation of the series or issnes of the particular share or shares so entered, together with the amount of dues, interest, premiums, and fines paid thereon, as the case may be. Each payment shall be classified and entered in a column devoted to its kind. Said cash book shall be closed after the termination of each stated meeting, and shall be an exhibit of the receipts of all moneys paid at said meeting. All payments made by the corporation for any purpose whatsoever shall be by order, check, or draft upon the treasurer, signed by the president and secretary, and indorsed by the persons in whose favor the same are drawn. The name of the payee, the amonnt paid, and the purpose, object, or thing for which the payment is made, together with its date, shall be entered on the margin of said order, check, or draft. The treasurer shall dispose of and secure the safe keeping of all moneys, securities, and property of the corporation, in the manner designated by the bylaws, and the treasurer and secretary shall gire such security for the faithful performance of their respective duties as the bylaws may direct.

Sec. 18. The profits and losses may be distributed annually, semi-annually, or quarterly, to the shares then existing, but shall be distributed at least once in each year, and whenever a new series of shares is to be issued. Profits and losses sliall be distributed to the varions shares existing at the time of such distribution, in proportion to their value at that time, and shall be computed upon the basis of a single share fully paid to the date of distribution. Losses shall be apportioned immediately after their occurrence.

SEC. 19. Any such corporation may purchase at any sale, public or private, any real estate upon which it may bave a mortgage, judgment, lien, or other encambrance, or in which it may have an interest; and may sell, convey, lease, or mortgage, at pleasure, the real estate so purchased, to any person or persons whatsoever. All real estate so acquired shall be sold within five years from acquisition of title thereto.

SEC. 20. The commissioners of savings banks shall perform in reference to every such corporation the same daties, and shall have the same powers, as are required of or given to them in reference to savings banks, and shall annually make report to the general court of such facts and statements respecting such associations and in such form as they deem that the public interest requires. Every officer of such corporation shall answer truly all inquiries made, and shall make all returns required by the commissioners.

ACTS OF 1882.


SECTION 2. Any corporation organized under said chapter one hundred and seventeen [Public Statutes of 1882] may provide in its bylaws that the bid for loans at its stated monthly meetings shall, instead of a premium, be a rate of annual interest upon the sum desired payable in monthly instalments. Such bids shall include the whole interest to be paid, and may be at any rate not less than five per centum per annum.

ACTS OF 1885.

CHAPTER 121. SECTION 1. In any cooperative bank, vow or hereafter formed under the provisions of chapter one hundred and seventeen of the Public Statutes, the offices of sec

SEC. 2. At each periodical distribution of profits, the directors shall reserve as a guaranty fund a sum not less than one nor more than five per cent of the net profits accruing since the next preceding adjustment, until such fund amounts to five per cent of tho dues capital, which fund shall thereafter be maintained and held; and said fund shall be at all times available to meet losses in the business of the corporation from depreciation of its securities or otherwise.

ACTS OF 1887.


SECTION 1. The limitation of capital to be accumulated in any cooperative bank now organized or hereafter formed under the provisions of chapter one hundred and seventeen of the Public Statntes shall be held to apply to capital actually paid in, and no such bank shall be restrained from issuing shares so long as the capital actually paid in on shares is not in excess of one million dollars.

SEC. 2. A member may withdraw his unpledged shares at any time by giving thirty days' notice of his intention so to do, written in a bouk held and provided by the corporation for that purpose. Upon such withdrawal the shareholder's account shall be settled as follows:- From the amount then standing to the credit of the shares to be withdrawn there shall be deducted all fines, a proportionate part of any unadjusted loss, together with such proportion of the profits previously credited to the shares as the bylaws may provide, and such shareholder shall be paid the balance: Provided, that at no time shall more than one-half of the funds in the treasury be applicable to the demands of withdrawing members without the consent of the directors. The directors may at their discretion, under rules made by them, retire the unpledged shares of any series at any timo after four years from the date of their issue, by enforcing the withdrawal of the same; but whenever there shall remain in any series, at the expiration of five years after the date of its issue, an excess above one hundred unpledged shares, then it shall be the duty of the directors to retire annually twenty-five per centum of such excess existing at said expiration of five years after the date of its issue, so that not more than one hundred uupledged shares shall remain in such series at the expiration of nine years from the date of its issue, and thereafter the directors may in their discretion retire such other un pledged shares as they consider the best interests of the bank to require: Provided, that whenever under the provisions of this section the withdrawal of shares is to be enforced the shares to be retired shall be determined by lot, and the holders thereof shall be paid the full value of their shares, less all fines and a proportionate part of any unadjusted loss; And prorided, also, that shares pledged for share loavs shall be treated as unpledged shares.

SFC. 3. Shares may be issued in the rame of a minor, and if so issned may, at the discretion of the directors, be withdrawn, in manner as provided in section two of this act, by such minor, the parent or guardian of such minor, and in either case payments made on such withdrawals of shares shall be valid. When a share or shares are held by any one in trust for another, the name and residence of the person for whom such share or shares are held shall be disclosed; and the account shall be kept in the name of such holder as trustee for such person; and, if no other notice of the existence and terms of such trust has been given in writing to the corporation, in the event of the death of the trustee, such shares may be withdrawn by the person for whom such deposit was made or by his legal representatives.

SEC. 4. Partial payments of loans on real estate made by any cooperative bank may be received in sums of fifty dollars or any multiple thereof; and for each two hundred dollars so repaid one share of stock shall be released from pledge.

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