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10. The names, in full, of the persons associating, their respective residences, and the number and class of shares subscribed for by each of them.
Sec. 3265. The articles of association required by the last preceding section shall be filed and recorded in the office of the secretary of state of this state; and two copies of such original articles shall be made, which the said secretary of state shall certify, over his official signature and tho seal of this state, as being correct copies of such original articles so filed and recorded; one of said copies shall be filed and recorded in the office of the clerk of the county in which the principal office of such society shall be located, and the said elerk shall certify, over his official signature and the seal of the circuit court of said county, that such certified copy of said original articles has been filed and recorded in his office; and the other copy of such [said] original articles shall be held by the society named therein; and the said articles or copies thereof, duly certified by either of the aforesaid officers, may be used as evidence in all courts and places of the incorporation of, as well as for or against such society; and the said secretary of state and the said county clerk shall each be paid for such filing, recording, and certifying at the rate of ten cents for cach one hundred words contained in such articles.
SEC. 3266. After such articles shall have been filed and recorded as above required, the persons signing the same and such other persons, partnerships, and corporations who shall from time to time be possessed of any share or shares in the capital stock of such society, and their several successors and assigns, shall be deemed a body corporate and politic by the name mentioned in such articles; but such name shall not be ider tical with that of any other society already formod under this act, or so nearly resembling the same as to be calculated to deceive, unless such other society consents to the adoption and use of such name at any time within the thirty days immediately preceding the expiration of its charter.
SEC. 3267. Each society established under the provisions of this act shall have a common seal, which seal shall not be altered or imitated, and shall in all cases bear the corporate name of, together with such device or motto as may be adopted by, such society, and such seal shall be impressed upon the original articles of association of such society and shall have power in its corporate name to sue and be sued, appear, prosecute, and defend all actions and causes to final judgment and execution in any courts or elsewhere; to do all acts that may be necessary for receiving or repaying the moneys paid in from time to time by its members or other persons, partnerships, or corporations, and for crediting or paying profit dividends or interest on such moneys; for loaning or investing the moneys so received, or any part thereof, and the interest and profit arising therefrom upon such real estate, stocks, or bonds, as are stated in sectiou eight (3259] of this act, and for receiving and obtaining repayment thereof, and for compelling the payment of any interest or other moneys due on or in connection with any sum or sums so loaned or invested; and for enforcing the observance and fulfilment of any conditions annexed to or connected with moneys so received and repayable or so loaned and invested, or the forfeiture of any term or delay of payment consequent on the non-fulfilment thereof; and to give receipts and acquittances and discharges for the same, either absolutely and wholly, or partially; and such society may, for all and every and any of the foregoing purposes, and for every and any other purpose in this act mentioned or referred to, lay out its capital or other moneys and property for the time being, or any part thereof, with power to do, authorize, and exercise all acts and powers whatsoever, in the opinion of the directors of such society requisite or expedient to be done or exercised in relation thereto.
SEC. 3268. The only real estate which it shall be lawful for any society formed under this act to acquire, by purchase or otherwise, shall be such as it may be necessary to buy or take in the enforcement of its securities and the collection of any claims or debts due to it; and all conveyances of real estate so acquired shall be taken by such society in its corporate name; and such real estate shall be sold by
H. Ex, 209_36
such society within ten years after the same shall be rested in it by purchase or otherwise, and such cociety shall sell and conrey sach real estate free from any claim theroon by any of its meinbers, or any person claiming under them, by an instrument under its corporato scal and under the hands of its president and manager, dnly authorized, and duly arknowlodged: Prorided, however, that such society may purchase, or hold upon lease, any land for tho jourpose of crocting thercon a bnilding for its accom:10-lation and the consenient transaction of its business, or it may purchase, build, hire, or take upon lease ang buildiag, and may adapt and furnish the same for so condncting its business, and if occasion requires may sell, exchange, or let snch land or buildings, or any part thereof.
SEC. 3269. It shall not be lawful for such society to acquire, hold, or deal in any personal property other than as provided in this act and such as may be necessary for the transaction of its business.
Sec. 3270. The first meeting of such society may be called by a notico, signel by any two of the associates who signcil its articles of association, setting forth the time, place, and objects of such meeting, such notice to be mailed to the residence of each associato at least ten days prior to such meeting; and a majority of such associates at such meeting shall bo competent to make all snch bylaws as they may doem necossary for the proper management of snch society's business, so as such bylaws are not repugnant to, or inconsistent with, the provisions of this act or of any law of this state or of the United States; to clect the first board of directors, which board, and all subsequent boards, shall consist of not less than six not more than nino members of such sociсty, and which board shall elect from their own num ber the president and vico-president of such society; and also to elect two auditors who, as well as all their successors, may or may not be members of such society; sach directors and auditors to boli their offices until their successors shall have been elected az is provided for in the next following section; and to transact any other business necessary for the organization of such society and appropriate to such mecting; and the secretary of such meeting shall make full and correct minutes of its proceedings apon the books or records of such society, and the same, being signed by its chairman, shall be deemed and taken to be prima facie evidence of the action of such moeting
Sec. 3271. Every society formed under this act shall hold an annual meeting of its members on some one of the first fourteen days in the month of February in each and overy year, for the purpose of considering and determining upon any matter, not requiring special notico, relating to such society's business, and for the election of directors and anditors to serve for the ensuing year, or until their successors are elocted and qualified; but before such election takes place, the retiring directors shall present to such meeting a report, signed by the president, of such society's transactions during their term of office, accompanied by snch information and suggestions as they may deem proper to give in relation to such society's affairs, and to the future management thereof; and they shall also present to such meeting an account of all the receipts and disburseinents of such society for the year ending on the thirty-first day of December next previous thereto, and a general statement of such society's funds and effects, liabilities and assets, as at the close of the date last aforesaid; such account to state fully and clearly the amounts received on each class of shares issued, the amounts received on loans, the amoants receivod on deposits, the amounts received as principal and interest from bonds and mortgages or notes and mortgages, the amounts received as principal and interest from stocks and bonds, the amounts received for fines from members anel borrowers, and the amounts received for incidentals and for any and all other matters; and such account shallshow on its contra side the amoun's paid out for principal and interest or dividends on each class of shares, for principal and interest on loans, for principal and interest on deposits, for amounts loaned on bonds and mortgages or notes and mortgages, for amounts invested
or for any matter or thing other than general management expenses, and the amonnts paid for rent, taxes, salaries, law charges, stationery, printing, advertising, and other expenses of management; and such general statement shall clearly show such soci. ety's liability for principal and interest or dividends (including periodical instalments in arrears the amount of which shall be stated in brackets) on each class of shares, for principal and interest on loans, for principal and interest on deposits, and for all indebtedness on any and every other account; and such general statement shall stato fully on its contra sido the amounts duo and unpaid for periodical instal ments and fines on shares, the amounts due and unpaid for principal, interest, and fines on bonds and mortgages or notes and mortgages, the amounts due and unpaid for principal and interest on stocks and bonds, the amount outstanding and not then due (not including prospective interest) on bonds and mortgages or notes and mortgages, the amount of principal outstanding and not then due on stocks and bonds, the amount of interest acerued but not then due on said stocks and bonds, the amount [amounts) of any other moneys, claims, debts, costs, or damages owing to such society, and tho amount or cash value of any and all real estate, and of any and all personal property, owned and held by such society; and in all cases the amounts for principal shall be stated in such account and general statement separate and distinct from amounts for interest or dividends; and such account and general statement shall be signed by the president, countersigned by the manager, and attested by the auditors of such society; and each member of such society shall have a printed copy of such report, account, and general statement sent to bim along with the circular notice convening such annual meeting, such notice to bo mailed, at least ten days before such meeting, to the registered address of each member; and such society shall also publish such report, account, and general statement in some newspaper printed in the county where the principal office of snch soeiety is located; and any director, president, or other officer who shall include, or knowingly consent to, any false statement in sueh statement or report, or in any other statement required to be made by this act, or by any rote of such society at any meeting thereof, shall be deemed guilty of a misdemeanor, and shall, upon conviction thereof, be punished by a fine of not more than one thousand dollars, or by imprisonment in the state prison not more than one year, or by both such fine and imprisonment, in the discretion of the court.
SEC. 3272. The profits or losses of such society's business shall be ascertained as at the close of the thirty-first day of December in each and every year, and the same shall be declared by the directors in their report to the next following annual meetmg of such society. Tho net profits, after providing for the payment of accrued interest and all liabilities other than for interest or dividends on capital, and after setting apart for the purpose of forming and maintaining a permanent reserve fund to meet future contingencies, such sum, not less in any year than two per centum upon tho net profits of the business of such year, as the directors for the time being shall think fit, shall be apportioned pro rata between each class of shareholders accrding to the moneys paid in on their sereral shares, and for the average or actual time that such moneys have been in the possession and use of such society, but no such interest or dividend shall be paid to any member (except on his withdrawal from sneh society under the provisions of its bylaws) until his share or shares are fully paid up, and the interest or dividends on paid-up shares may be paid annnally or semi-annually, as the directors for the time being may determine and order.
Sec. 3273. Every society formed under this act shall, on or before the seventh day of February in each and every year, report to the state treasurer of this state the amount of paid-up capital, an account of all the cash receipts and disbursements of such society for the year ending on the thirty-first day of December next previous thereto, and also a general statement of such society's funds and effects, liabilities and assets, as at the close of the date last aforesaid, such account and general statement to contain all the facts and information as are required by section twenty (3271)
of this act, to be given in the account and general statement to be presented to such society's annual meeting in said month of February, and every such report shall be signed and verified on oath or affirmation, before a notary public, by two directors and by the president and manager of auch society, and if any person signing such report shall, as to any material facts, knowingly and wilfully swear or affirm falsely, he shall be deemed guilty of perjury, and be punished accordingly; and such report shall be filed in the office of said state treasurer, and shall be published by him in his annual report. If any such society shall neglect to make ont and transmit the report required in this section for one month beyond the period when the same is required to be made, such society may be deemed to have wilfully violated the provisions of this act, and may be proceeded against and dissolved in the same manner as any other corporation may be proceeded against and dissolved.
SEC. 3274. Whenever the state treasurer of this state shall, upon knowledge, information, or belief, derived from any report made to him by any such society, or from any other source, be satisfied that the business of such society is being conducted in a manner inconsistent with the provisions of this act, or of any of the laws of this state, and prejudicial to the interests of the creditors of such society, or if such society shall neglect to make the report as required by the last preceding section, he shall notify the governor and attorney general of this state of such fact, and it shall thereupon become the duty of the said attorney general to examine into the affairs, condition and management of such society, and to report such examination in writing, together with a detailed statement of facts to the said governor, who shall lay the same before the legislature; and for the purpose of making such examination, the said attorney general shall have power to call to his assistance the services of an accountant, to administer all necessary oaths to the directors and officers of such society, and other witnesses, and to examine them on oath in relation to the affairs, conditions, and management thereof, and to examine the vaults, safes, securities, books, papers and documents belonging to such society, or pertaining to its affairs, condition and management; and if the said governor on receipt and consideration of such report shall deem such society to be insolvent, or to have conducted its business in a manner inconsistent with the provisions of this act, or of any of the laws of this state, he shall order and it shall be the duty of the said attorney general to instituto proceedings against such society for the dissolution thereof in the proper court, and in the same manner as any other corporation may be proceeded against and dissolved.
SEC. 3275. Every officer of a society formed under this act, having the receipt or charge of any money or other property belonging to such society shall, before entering upon the execution of his office, become bound with two or more sufficient sureties, in such sum as the directors shall require, and according to the following form of bond:
Know all men by these presents, that we, A B, of - one of the officers of the society, limited, established at in the county of - in the state of Michigan, and C D and E F, of (as sureties on behalf of the said A B), are jointly and severally held and firmly bound to the said society, in the sum
dollars of lawful money of the United States, to be paid to the said society, for which payment well and truly to be made we jointly and severally bind ourselves, and each of us by himself, our and each of our heirs and representatives, firmly by these presents, sealed with our seals. Dated the day of in the year of our Lord
Whereas, the above bounden A B, hath been duly appointed to the office of of the society, limited, established as aforesaid, and he, together with the above bounden C D and E F as his sureties, have entered into the above written bond, subject to the condition hereinafter contained: Now, therefore, the condition of the above written bond is such, that if the said A B shall and do justly and faithfully
such society's books of all moneys received and paid by him, and shall and do pay over all the moneys remaining in his hands, and deliver all securities and effects, books, papers, and property of or belonging to such society in his hands or custody, to such person or persons as such society shall appoint, or according to the bylaws of such society, together with the proper or legal receipts or vouchers for such payments, then the above written bond shall be void and of no effect; otherwise shall be and remain in full force and virtue.
SEC. 3276. If any director, officer, clerk, agent, servant, or other person in the employment of any society formed under this act, shall embezzle or fraudulently dispose of or convert to his own use, or shall take or secrete with intent to embezzle and convert to his own use, any money or property of such society, or of any of its dealers or customers, which shall have come to his possession, or shall be under his charge by virtue of such office or employment, or otherwise, he shall be deemed by so doing to have committed the crime of larceny, and shall be punished accordingly.
Sec. 3277. Service of legal process on any society formed under this act may be made on any one of the directors or on the manager thereof, or any other officer of such society, if any such director or manager or other officer be in tho county where such society's principal office is located; but if not there, hy leaving a copy of such process with any officer thereof, at such office as aforesaid.
Sec. 3278. It shall be lawful for any minor above fourteen years of age to take and hold shares in, or to make loans or deposits of money to or with any society formed under this act, and for such society to pay to any minor any moneys that may be due to him in respect of any such shares, loans, or deposits standing in his name, and his receipt therefor shall be in all respects valid in law; but such minor shall not be eligible to hold any office in such society, though he may, subject to its bylaws, voto at any meeting of its members.
SEC. 3279. It shall be lawful for any society formed under this act to charge its members, borrowers, or other persons, partnerships, or corporations doing business with it, by way of fine, for any default or delay in payment of periodical instalments on shares, loan repayments on bonds and mortgages or on notes and mortgages, or of any other moneys, at the time when the same are due and payable, at a rate not exceeding ten per centum per annum on the amount so past duo and unpaid, which fines, however, shall not be in addition to, but in lieu of, interest on such arrearages; and such society may charge its members, borrowers, or other persons, partnerships, or corporations doing business with it, by way of fino for any breach or non-observance of its bylaws, or any of its business rules and regulations, such reasonable sum, not exceeding five dollars for each offence, as the directors shall determine and order; and all such fines shall be due and payable to such society in one month from such default or offence.
SEC. 3280. The bylaws of every society formed under this act shall set forth
1. When and how persons may be admitted and registered as members of such society;
2. The terms on which shares to be known as permanent stock, and which shall not be repayable or withdrawable, are to be issued;
3. The terms on which other shares may be issued, and by what name or names they shall be known, and how they may be withdrawn or converted into permanent stock;
4. The form of certificate to be issued for the several denominations of shares, and how the saine shall be registered;
5. When shares may be transferred, the forms and conditions of transfer;
8. The amount of stock, not exceeding the limits prescribed by section six (3257] of this act, any one person may hold in his own name or right, and what amount may be held by persons jointly, by partnerships, and by corporations;