mortgage duly executed, acknowledged and recorded, or upon shares in said corporation upon estimates according to the dues actually paid thereon, or upon both such real estate security and such shares.

SEC. 3971. It shall and may be lawful at any regular meeting of the corporation to offer of [to] purchase, with any money then or soon to be in the treasury, the [share or] shares of the member who, at an auction or bidding there to be held, shall allow the greatest discount from the par value of his share or shares, upon a purchase of the same subject to the payment by the seller of the regular periodical dues and the payment by him of such additional periodic sums not exceeding the rate of seven per cent per annum on the nominal amount of the shares, as may be prescribed by the bylaws. If at the said auction or bidding no member present or represented shall offer to allow a discount, subject to the payment by him of such original and additional periodic dues, it shall be lawful to cast lots in such manner as the bylaws shall prescribe, to determine the share in said corporation, which shall be paid and extinguished with the said moneys, and the same shall be applied according to said lot upon the like securities being given as in other cases: Provided, that in case the owner of the share so designated by lot shall not give the requisite security, then that the money shall be deposited in some bank upon such interest as can be obtained, there to remain as security for such payments till by the regular application of the same to the payment of dues the share shall be fully paid: Provided further, however, that such portion of the same shall be paid to the owner of such share as in the judgment of the committee or officers authorized by the bylaws to decide can be safely paid and leave such payments to be made to the corporation adequately secured.

SEC. 3972. Any officer not acting as auctioneer may bid at any auction authorized by this act, but if the purchase shall be struck off to any officer having anything to do with the taking of securities or if the share of such officer shall be designated by the lot mentioned in the last preceding section, the security which such officer shall offer, shall be brought before a regular meeting of the corporators, and approved before any money shall be advanced or paid thereon.

SEC. 3973. No member of such corporation shall receive any greater pecuniary benefit or advantage from his share therein than its payment in full, at its nominal or par value; every discount and sum of interest allowed or paid, and every fine or penalty collected shall, equally and ratably in proportion to their shares, be for the benefit and advantage of selling and non-selling members, and every agreement which any shareholder may make in regard to payments for his share, or for additional payments in case of [a] sale thereof, shall be construed to have been fully performed whenever he shall have contributed in dues or additional dues, his ratable proportion of the sums necessary, with the profits accruing from initiation fees, discounts, dues, fines, and all other sources, after paying all expenses, to pay in full all shares in the corporation. Whenever such payments shall have been made, the said corporation shall cease and determine for all purposes, except winding up its affairs. The cancellation and discharge of a security given by a selling shareholder, to an amount equal to his share or shares, shall be deemed the payment thereof.

SEC. 3974. The interests of the shareholders of such corporations shall be deemed personal estate, and shall be liable to taxation in the ward or township in which they reside, which taxation shall be in lieu of all taxes against said corporation, and the books of every corporation of this class shall be so kept as to show the interests of each shareholder, and shall be open at all reasonable times to the inspection of officers charged with the duty of making assessments for any purpose.

SEC. 3975. No corporation authorized by this act shall become the owner of any real estate except by purchase at sales made upon foreclosure of mortgages taken by it, and in such case, the land purchased shall be sold and disposed of within two years after the purchase: Provided, however, that it may rent an office and room for holding the meetings of the corporators, as may be convenient or necessary.

SEC. 3976. Any voluntary association which, before the going into effect of this act, may have been organized for like purposes, may, by the unanimous consent and agreement in writing of its members, become a body corporate under this act, upon filing the original articles of association of its members, and such consent and agreement in writing; which consent and agreement shall state all particulars required by the second section [3962] of this act, not already stated in the original articles, and modify sach articles, if necessary, to conform them to this act, with the county clerk of the county, as required by the third section [3963] hereof; and such articles, consent and agreement, Laving first annexed to them an affidavit made by three or more of the incorporators, that the signatures to such articles and consent and agreement are genuine, that the persons signing such consent and agreement are all the members of such association, and that such original articles, consent and agreement were executed in good faith as the affiants believe, being so duly filed and recorded on the record thereof, shall be evidence of the fact of incorporation, and all acts of such association of which a proper record shall have been kept from the date of its original organization, not inconsistent with this act, shall be deemed valid and binding as though the original organization had been under this act.

SEC. 3977. Every such corporation may require, by its bylaws or otherwise, bonds from its president, treasurer, and other officers, to the amounts and to the extent which it shall judge necessary to secure the safe keeping of its moneys and the faithful performance of the duties of its officers. The duties of all officers shall be prescribed by bylaws adopted by the corporators, and all powers granted by this act, not expressly devolved thereby, or by the articles of association, or some bylaw upon one or more officers of the corporation, shall be exercised by the corporators only, at meetings where the quorum required by section six [3966] shall be present. SEC. 3978. Every corporation formed under this act shall, in the month of January in each year make a report in writing, under the oaths of two or more of its officers, showing the condition of its affairs at the close of the pending [preceding] year to the following extent:

1. The amount of its shares which have been subscribed for;

2. The amount which has been paid upon such subscriptions in dues and penalties; 3. The number of shares which have been purchased, and the gross amount of the discounts allowed upon purchases;

4. The number of shares otherwise paid or extinguished; and

5. The gross amount of the debts of the corporation;

Which report shall be filed in the office of the clerk of said county. The attorney general of the state may at any time require further and detailed reports to be made to him as to the affairs of any or all such corporations to any extent which in his judgment the public interests [interest] may require, and he may personally make any investigation of their books, papers, and securities which he shall judge for the interest of the public.

SEC. 3979. Every member of such corporation, and every creditor whose just claim exceeds twenty-five dollars, shall at all reasonable times be allowed to inspect the records and securities of said corporation.

SEC. 3980. The shareholders of every such corporation shall be severally and jointly liable for all labor performed for such corporation, but no suit shall be brought against them, or any of them, until after an execution shall have been returned unsatisfied against said corporation, or the same shall have been judicially declared bankrupt; and any stockholder who may have been so compelled to pay such debt may collect of any other stockholder his ratable proportion thereof.

SEC. 3981. The circuit court for the county in which any corporation organized under this act shall be located may, on application of the corporation, or on petition of any member or creditor aggrieved by delay in winding up its affairs, and notice to the corporation, make such order and direction as it shall deem best calculated

HOWELL'S ANNOTATED STATUTES, SUPPLEMENT OF 1883-1890.

SECTION 3981a. Whenever any number of persons, not less than five, may desire to become incorporated as a mutual building and loan association, for the purpose of building and improving homesteads and loaning money to the members thereof only, they shall make a statement to that effect, under their hands and seals, duly acknowledged before some officer, in the manner provided for the acknowledgment of deeds. Such statement shall set forth the name of the proposed corporation, its capital stock, its location, and the duration of the corporation, which shall not exceed thirty years; which statement shall be filed in the office of the secretary of state. The secretary of state shall thereupon authorize such persons to open books for subscription to the capital stock of said corporation at such time and place as they may determine; but shall not authorize two corporations having the same name. SEC. 3981b. As soon as one hundred shares or more of the capital stock shall be subscribed, a meeting of the subscribers shall be convened for the purpose of electing directors (not less than five in number), adopting bylaws, and the transaction of such other business as shall come before them. Notice thereof shall be given by depositing in the post office, properly addressed to each subscriber, at least five days before the time fixed, a written or printed notice, stating the object, time, and place of such meeting. Directors of such corporations, organized under this act, shall be elected, classified, and hold their office for such period of time as is provided in the bylaws of such corporation or association.

SEC. 3981c. The persons authorized to receive subscriptions to the capital stock of said corporation shall make a report of their proceedings, including therein a copy of the notice provided for in the foregoing section, a copy of the subscription list, a copy of the bylaws adopted by the corporation and the names of the directors elected, and their respective terms of office; which report shall be sworn to by at least a majority of them, and shall be filed in the office of the secretary of state. The secretary of state shall thereupon make a copy of all papers filed in his office in and about the organization of the corporation, and duly authenticated under his hand and seal of state, and the same shall be recorded in the office of the register of deeds in the county in which the principal office of such company is located. Upon the recording of said copy the corporation shall be deemed fully organized and may proceed to business. Unless such company shall be organized and shall proceed to business as provided in this act within two years after the date of authorization, it shall be deemed revoked, and all the proceedings thereunder void.

SEC. 3981d. Corporations formed under this act shall be bodies corporate and politic for the period for which they are organized; may sue and be sued; may have a common seal which they may alter or renew at pleasure.

SEC. 3981e. The corporate powers shall be exercised by a board of directors: Provided, the number of directors shall not be increased or diminished, nor the term of office changed, without the consent of the owners of two-thirds of the shares of stock. The officers of the corporation must be members of the board of directors, and shall consist of a president, vice-president, secretary, and treasurer, and such other officers as may be provided for in the bylaws of such corporation or association, to be elected at the annual meeting of the board of directors as may be provided for in the bylaws of the corporation: Provided, that the expense of carrying on said corporation, including compensation for officers and directors, shall be provided for in the bylaws of such corporation: And provided, that the secretary and treasurer shall give bonds and security to be approved by the board of directors. SEC. 3981f. The shares of stock shall not exceed two hundred dollars each and shall be deemed personal property, transferable upon the books of the company in such manner as may be provided by the bylaws, and subscriptions therefor shall be made payable to the corporation, and shall be payable in such periodical instalments and at such time as shall be determined by the bylaws; but no periodical

payment to be made exceeding two dollars on each share. Said stock may be paid off and retired as the by laws shall direct, and every share of stock shall be subject to a lien for the payment of unpaid instalments and other charges incurred thereon under the provisions of the bylaws, and the bylaws may prescribe the form and manner of enforcing such lien. New shares of stock may be issued in lieu of shares withdrawn or forfeited, and the stock may be issued in one or in successive series, as may be provided in the bylaws, and in such amount (not to exceed the total capital stock) as the board of directors may determine, and any stockholder wishing to withdraw from the said corporation shall have the power to do so by giving thirty days' notice in writing at a stated meeting of his or her intention to withdraw, when he or she shall be entitled to receive the amount paid in by him or her, and such interest thereon or such proportion of the profits thereon as the bylaws may determine, less all fines and other charges; but payments of the stock so withdrawn shall only be due when the funds applicable to the demand of withdrawing stockholders are sufficient to meet and liquidate the same, and then only in the order of the respective times of presentation of the notices of such withdrawal: Prorided, that at no time shall more than one-half of the funds of the treasury of the corporation be applicable to the demands of withdrawing stockholders without the consent of the board of directors, and that no stockholder shall be entitled to withdraw whose stock is held in pledge for security. Upon the death of a stockholder his or her legal representative shall be entitled to receive the full amount paid in by him or her on all shares not borrowed upon or pledged to the association as collateral security and such interest thereon or such proportion of the profits thereon as are granted to withdrawing stockholders, first deducting all charges that may be due on the stock; but no fines shall be charged to a deceased member's account from and after his or her decease unless the legal representatives of such decedent assume the future payment of the dues on the stock.

SEC. 39819. Married women may become subscribers to the capital stock of such corporation, and hold, control and transfer their stock in all respects as femmes sole, and their stock shall not be subject to the control of or liable for the debts of their husbands. Minors may become subscribers to and owners of the stock of such corporations by guardian or trustee, and such guardian or trustee may withdraw the stock of such minor, as provided in section six [3981 ƒ] of this act: Provided, however, that such guardian or trustee shall give bonds to the probate court in double the amount of the withdrawal value of such stock, for the use of such minor on his or her becoming of age; but it is hereby provided that the owner or legal representative of the stock of such association shall be entitled to vote at any election, when the stockholders are called upon to vote, in the manner provided in the bylaws of such association: And provided further, that no stockholder shall cast more than forty votes.

SEC. 3981h. The board of directors shall hold such stated meetings as may be provided by the bylaws, at which the money in the treasury, if more than the amount fixed by the bylaws as a full value of a share, shall be offered for loan in open meeting, and the stockholder who shall bid the highest premium for the preference of priority of loan shall be entitled to receive a loan of not more than the amount fixed by the bylaws as the full value of a share of stock, for each share of stock held by the stockholder. The said premium bid may be deducted from loan in one amount, or may be paid in such proportional amounts or instalments and at such times during the existence of the shares of stock borrowed upon, as may be designated by the bylaws of the respective associations: Provided, that no loan shall be made by said corporation except to its own members, nor in any sum in excess of the amount of stock held by such members borrowing. Good and ample real estate security shall be given by the borrower to secure the repayment of the loan, but when the amount at risk shall exceed three-fourths of the appraised value of real estate other collat

erer, that the stock of such association may be received as security, to the amount of the withdrawal value of such stock.

SEC. 3981i. In case the borrower shall neglect to offer security, or shall offer security that is not approved by the board of directors by such time as the bylaws may prescribe, he or she shall be charged with one month's interest, together with any expenses incurred, and the loss in premium, if any, on a resale, and the money may be resold at the next stated meeting. In case of non-payment of instalments, or interest and fines, by borrowing stockholders for the space of six months, payments of principal and interest and fines, without deducting the premium paid or the interest thereon, may be enforced by proceedings against their securities, according to law, upon the order of the board of directors: Provided, that fines or penalties for the non-payment of instalments of dues, interest, and bonus of premium, shall not exceed two per centum per month on all arrearages.

SEC. 3981j. A borrower may repay a loan at any time, and in the event of the repayment thereof before the expiration of the [eighth] eight year after organization of the association, [or] on the date of issue of the series of stock in such association on which the loan may have been made, there shall be refunded to such borrower one-eighth of the premium paid for every year of the said eight years then unexpired: Provided, that where the said premium has not been deducted from the loan, but paid in instalments, there shall be no premium refunded, and any mutual building and loan association, which may have heretofore been incorporated under the laws of the state of Michigan, may avail itself of all the powers conferred by this act: Provided, that at the time of such repayment the stock upon which such loan is based shall be withdrawn in the manner provided in section six [3981ƒ] of this act relative to withdrawing stockholders.

SEC. 3981k. Corporations organized under this act being of the nature of cooperative associations, therefore no premium, fines, nor interest on such premiums that may accrue to the said corporation, according to the provisions of this act, shall be deemed usurious, and the same may be collected as other debts of like amount may be collected by law in this state.

SEC. 39811. No corporation or association created under this act shall cease or expire from neglect on the part of the corporation to elect officers at the time mentioned in their bylaws, and all officers elected by such corporations shall hold their offices until their successors are duly elected and qualified.

SEC. 3981m. Any loan or building association incorporated by or under this act is hereby authorized and empowered to purchase at any sheriff's or other judicial sale, or at any other sale, public or private, any real estate upon which such association may have or hold any mortgage, lien or other incumbrance, or in which said association may have an interest, and the real estate so purchased to sell, convey, lease or mortgage at pleasure to any person or persons whomsoever.

SEC. 3981n. Any loan or building association incorporated under this act, or any prior act, may extend the duration of time for which such association was organized by a vote of two-thirds of the capital stock of such association at any annual meeting of the stockholders of such association; thereupon the board of directors shall transmit a copy of the proceedings of such annual meeting, duly attested, to the secretary of state, who shall make a duly authenticated copy thereof, as provided in said section three [3981c] of this act, certifying to the extensions of time of such corporation, and the same shall be recorded as provided in said section three [3981c] of this act, and any building and loan association incorporated under any prior act, and extending the duration of the time for which it was incorporated, in the manner herein provided, shall be deemed as incorporated under and be vested with all of the power given in this act, the same as though such corporation had been originally incorporated under it.

SEC. 39810. Each association formed under the provisions of this act shall, at the close of its first year's operations, and annually at the same period in each year there