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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 proposeil 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 stato 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 sharcs 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 subseriber, at least five days before the time fixed, a written or printed notice, stating the object, time, and placo of such meeting. Directors of such corporations, organized nnder 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 stato. 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 procced to business as provided in this act within two years after the date of anthorization, 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 organizoil; may sue and be sned; may have a common seal which they may alter or renew at pleasure.

SEC. 398le. The corporate powers shall be exercised by a boarl of directors: Prorided, 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 npon 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 bylaws 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 this 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 dnes 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 f ] of this act: Prorided, howerer, 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

ever, 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: Prorided, 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. 3981;. 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: Procided, 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 (3981f] 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

after, publish in at least two newspapers published in the same place where their business may be located, or if no newspaper be published in such place, then in any two newspapers published nearest such place, a concise statement, verified by the oaths of its president and sberetary, showing the aetual financial condition of the association, and the amount of its property and liabilities, specifying the same particularly.

SKC. 3981p. The shares held by any member, being a householder, of any association incorporated under the provisions of this act shall be exempted from levy and sale on execution or attachment to the amount of one thousand dollars in such shares, at the par value thereof: Provided, that such exemption shall not apply to any person who shall have a honestead exempted under the general laws of this state.

SEC. 39819. The shares held by any member of any such association incorporated under the provisions of this act, and all mortgages or other securities held by sneh associations, shall be exempted from all municipal or other tax under the laws of this state.

MINNESOTA.

GENERAL STATUTES OF 1878, EDITION OF 1883.

CHAPTER 11. Section 22, (as amended by chapter 78, laws of 1885). The president, secretary, or principal accounting officer of any company or association, whether incorporated or unincorporated, whose taxation is specifically provided for in this act, shall mako out and deliver to the assessor a sworn statement of the amonnt of its capital stock, setting forth particularly:

1. The namt and location of the company or association.

2. The amount of capital stock authorized, and the number of shares into which said capital stoek is divided.

3. The amoant of capital stock paid up.

4. The market value, or if they have no market value, then the actual value of the shares of stock.

5. The total amount of all indebtedness, except the indebtedness for current expenses, excluding from such expenses the amount paid for the purchase or improvement of property.

6. The value of all its real property, if any. 7. The value of its personal property.

The aggregate amount of the fifth, sixth and seventh items shall be deducted from the total amount of the fourth item, and the remainder, if any, shall be listed as “bonds or stocks," under subdivision twenty-four of section sixteen of this act. The real and personal property of such company or association shall be listed and assessed the same as other personal property.

In all cases of failure or refusal of any person, officer, company or association, to make such return or statement, it shall be the duty of the assessor to make such return or statement from the best information he can obtain. The monthly instalments deposited in building associations and subject to withdrawal on demand, or on thirty (30) or sixty (60) days' notice, as provided in the bylaws of such associations, are an indebtedness which may be deducted from the value of their stock as provided in this section. Mortgages of said associations, which are represented in their stock and assessed as stock, shall not be assessed as mortgages. They shall list their real estate and all personal property as provided in this section.

CHAPTER 23.

SECTION 8, (as amended by chapter 66, acts of 1819).

But none of the pro

CHAPTER 31.

SECTION 2. They [saving fund, building, or loan associations) shall organize by adopting and signing articles of incorporation, which shall be recorded in the office of thie register of deeds of the county where the principal place of busiuess is to be, and also in the office of the secretary of state, in books kept for such purposes.

Sec. 3. Said articles shall contain:

1. The name of the corporation, the general nature of the business, and the principal place, if any, of the transacting [of] the same.

2. The time of commencement and the period of continuance of said corporation. 3. The amount of capital stock of said corporation, and how to be paid in.

4. The highest amonnt of indebtedness or liability to which said corporation shall at any time be subject.

5. The names and places of residence of the persons forming such association for incorporation.

6. The names of the first board of directors, and in what officers or persous the government of the corporation and the management of its affairs shall be vested, and when the same are elected.

7. The number and amount of the shares in the capital stock of said corporation.

And shall be published for four successive weeks in some newspaper printed and published at the capital of the state, or in the county where such corporation is organized: Provided, that in cases where articles of incorporation have been adopted and signed, or may hereafter be adopted and signed, as provided in sections two and three of this chapter, and filed for record in the office of the secretary of state, the publication of the same for one week in some newspaper printed and published at the capital of the state, or in some newspaper printed and published in the county where such corporation is organized, shall be a sufficient publication under this chapter; and npon filing an affidavit of proof of such publication in the office of the secretary of state, the persons named in such articles shall thereupon become a corporation, with the authority and powers in this chapter provided and intended.

Sec. 4. When articles are filed, recorded and published as aforesaid, the persons named as corporators therein become a body corporate, and are authorized to proceed to carry into effect the objects set forth in said articles in accordance with the provisions of this title, and shall have perpetual succession, sue and be sucd by its corporate name, have a common seal, which it may alter at pleasure, may render the interest of its stockholders transferable, ostablish bylaws, and make all rules and regulations deemed expedient for the management of its affairs, in accordance with law, and not incompatible with an honest purpose; and whenever, after the adoption, filing, pablication and recording of the articles of incorporation, as provided for in section three of said chapter, and the creation thereby of a body corporates the said corporation so created shall resolve to alter, modify, or change any of it, articles of incorporation, such corporation may, by resolution duly passed at any regular meeting of the directors thereof, adopt a new article or articles, altering, modifying or changing any of the original articles of incorporation: Provided, such alteration, modification or chango shall only relate to and affect the name of such incorporation, the general nature of its business, and the principal place of transacting the same, the amount of its capital stock, and how to be paid in, the highest amount of indebtedness or liability to which said corporation shall at any time be subject, and the number and amount of the shares of its capital stock: And provided further, that no such new and amended articles of incorporation shall be operative or valid to alter, modlify or change such original articles of incorporation until the same shall be filed, published and recorded in the same manner and with like formalities that the original articles of incorporation are now required to be filed, published and recorded; and when so adopted, the said amended articles of incorporation shall be substituted for and take the place of the original articles of incorporation so amended.

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