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first payment on such share or shares, and not before such date; Prorided, that the board of directors may, if they deem it to the interest of the association, buy in the share or shares of any shareholder desiring to withdraw at a previous date, paying therefor the sum paid in on said shares, less such discount as may be agreed upon and which shall not in any case exceed eight (8) per cent. Any such shareholder may give notiee of withdrawal in writing to the secretary of said association, and the liability of said shareholder to pay further instalments and right to share in future profits shall cease with said notice. Such withdrawing shareholder shall be entitled to receive, at the end of two years from the date of his first payment, ail monthly payments made on account of such share or shares (not including admission fees or fines), less the following deductions:

Fifty (50) cents on each certificate in payment for issuing and cancelling the same, and two (2) per cent of the amount so paid in, for a contingent or reserve fund, to be used by the association to meet any contingeney or loss in its business. from the depreciation of its securities or otherwise; Prorided, that if the share or shares on which snch notice of withdrawal is given are in arrears, a fine of ten (10, cents per share for each thirty (30) days such share or shares are delinquent may be deducted, in addition to the withdrawal fee and charge for the reserve fund hereinbefore provided for. All stockholders who do not give the notice as berein provided. failing to make payments, shall be subject to a fine of ten (10) cents per share per month for each month such payments are in arrears, for a period of six (6) months after the last payment made (such fines in the aggregate not to exceed the sum of sixty (60) cents per share), and at the end of such period of six (6) months, if arrearages and fines remain unpaid, the balance of such monthly payments, if any, after deducting the certificate fee, contingent fund and fines as herein provided, shall be subject to withdrawal at a period not less than twenty-four (24) months from the date of the first payment, on application of the stockholder. If such delinqnent shares are not reclaimed or called for within twenty-four (24) months from the date of the last payment, the balance, if any, to the credit of such delinquent shares, shall be transferred to the contingent fund herein provided for, and the delinqnent shareholder shall, from the time of such transfer, have no further claim upon the association on account of such share or shares or the payments made thereon; Prorided, that such shares which may have been pledged as collateral for the payment of a loan and become delinquent, shall be adjusted as provided for in section four (11 of this act. If such withdrawing member has made twenty-four (24) or more payments and less than thirty-six (36) payments, he shall receive the amounts paid, less the deductions provided for, and interest on such amount at the rate of five (5) per cent per annum for the actual time the association has had the payments in excess of twenty-four (24) months; and if such withdrawing member has made thirty-six (36) or more payments and less than forty-eight (48) payments, he shall receive the amount paid in, less the deductions provided for, and interest on such amount at the rate of six (6) per cent per annum for the actual time the association has had the payments in excess of twenty-four (24) months; and if such withdrawing member has made forty-eight (48) payments and less than sixty (60) payments, he shall receive the amount paid in, less the deductions provided for, and interest on said amount at the rate of seven (7) per cent per annum for the actual time the association has had the payments in excess of twenty-four (24) months; and if such withdrawing member has made sixty (60) or more payments, and the stock has not reached a maturity value, he shall receive the amounts paid in, less the deductions provided for, and interest on such amount at the rate of eight (8) per cent per annum for the actual time the association has had the payments; Prorided, that the net profits of the association for the time the association has had the use of all of its funds shall amount to the sum of five (5) six (6), seven (7) and eight (8) per cent per annum, computed on the amounts paid

profits are not sufficient when so computed, then the stock so withdrawn shall be entitled to a rato per cent found to be earned as net profits during said period, such interest payments to be in all cases in lieu of such profits; Prorided further, that if by reason of extraordinary losses the entire net profit is exhausted, the withdrawing member shall not be entitled to the interest herein named; and if by reason of extraordinary losses the association is compelled to charge such losses against its capital actually paid in, all withdrawing shares shall be subject to a pro rata charge of such losses with those remaining undrawn, and in such case all payment herein provided shall be considered of no effect, and the withdrawing member shall only be entitled to such sums as may be found to bo due him after the adjustment of such losses among all shareholders; And provided further, that whenever the capital of an association has been impaired by losses in excess of its reserve fund and profits earned, it shall be the duty of the directors to suspend sales of all elasses of stock until such losses have been adjusted and distributed pro rata as a charge upon the shares of stock in forco; And povided further, that no more than one-half (1) of the amount received in payments ou stock by such association in any month shall be used to pay withdrawals, without the consent of the board of directors; And provided further, that any association that has issued shares maturing at a definite period, which finds that its assets will not be sufficient under the mutual system to mature its stock at such period without unusual assessments, may, with the consent of any stockholder, settle and discharge his stoek by paying to him at the maturity period, or sooner if its directors deem it practicable, sneh sum as he had paid into such association for monthly dues and withdrawal assessments, and such proportion of the profits as shall be mutually deemed by them equitable.

Sec. 28, (as amended by chapter 131, laws of 1891). Upon the death of a stockholder in any such association, his heirs or personal representatives, upon giving sixty (60) days' notice to the association, shall receive from such association the then withdrawal value of his shares, agreeable to the provisions of section twentyseven (27) of this act.

SEC. 29, (as amended by chapter 131, laws of 1891). Every such association shall provide in its bylaws in what manner applications and bids for loans shall be received and who shall be entitled to loans thereunder. Such proportion of the loan fund shall be loaned upon such application as the directors shall deem advisable; Prorided, the securities shall be in the eharacter and amount as required by this act; And provided further, that the provisions of this section relating to bidding for loans shall not apply to associations which fix the rate of interest and premium in any other manner.

SEC. 30, (as amended by chapter 131, laws of 1891). All associations governed by this aet may, in payment of their expenses, use a suin not to exceed fourteen (14) per cent of their receipts for payments ou stock. Whenever a distribution of profits is made, and at least twice in each year, each association shall charge against the profits accrued four-fifths (?) of such expenses; or, if there is not a sufficient amount of the profits to pay such part of the expense incurred, then the total amount of protits shall be so charged with expense, and the balance of said fourfifths (1) of such expenses shall be carried as “expenses paid " until the next report or distribution of profits. The remaining one-fifth (!) of such expenses shall, at the time of making the charges to profits, as herein provided, be carried to an account to be called "permanent expense,” which shall finally be paid as follows: Whenever any share of stock has reached a maturity value, the share of permanent expense contributed by said share of stock shall be charged against it, and the sum found after deducting such share of permanent expense shall be deemed the true maturity value of said stock. All fees and fines received by any association may be used for the payment of expenses, in addition to the amount herein provided for.

Sec. 31, (as amended by chapter 131, laws of 1891). Not more than three (3) of the officers of any such association, incorporated under the laws of this state,

shall be members of the board of directors of such association; Prorided, that no change shall be required under this section until the next annual meeting of such association.

SEC. 32, (as amended by chapter 131, laws of 1891). All corporations organized in this state, and doing business in this or any other state as building and loan associations, shall comply with and be subject to all the provisions of this act within sixty (60) days after its passage, and shall be entitled to all the privileges and benefits thereof, without reincorporating.

SEC. 33, (as amended by chapter 131, laws of 1891). This act shall not apply to any association organized under the laws of this state which confines its loaning and business operations wholly to its county and the counties adjacent and adjoining thereto; Provided, that any such association heretofore incorporated which desires to hereafter confine its business to adjacent counties, as aforesaid, may file with the public examiner a statement to that effect and also containing the names of those holding, the amount held by them of the stock of said association outside such counties, and so long as such association thereafter confines its sales of stock within the limits aforesaid it shall not be subject to the provisions hereof; and any sales of stock outside the limits of said counties, made after filing of such statements by any officers, director or agent of any association, shall subject such person to all the penalties prescribed in section twenty-four (24) of this act; Prorided further, that nothing in this section shall be so construed to prevent the bona fide sale or transfer of the individual stock of any member of such association.

Sec. 34, (as amended by chapter 131, laws of 1891). Every such association shall be assessed for and pay taxes upon its office furniture and fixtures and all real estate acqnired in the course of its business.

SEC. 35, (as amended by chapter 131, laws of 1891). The amount standing to the credit of each member of any such association, upon its books, shall be considered and held as the individual credit of such member, and each member shall list the shares held by him for taxation, at their real value in money, in the county of his residence, the same as other credits are listed, except shares upon which loans have been made or money advanced by the association.

SEC. 36, (as amended by chapter 131, laws of 1891). It shall be the duty of every such association not incorporated under the laws of this state to make and forward to the public examiner, upon the first (1st) day of May in each year, a statement containing the names and the withdrawal value of all its stock held and owned by resi. dents of this state, together with the place of residence of every such stockholder, except those having loans as provided in the foregoing section; and it shall be the duty of the said public examiner to make out and forward to the county auditors of the proper counties a statement of the stock held by them. And it shall be the duty of the said county auditors, upon receiving the statements provided for in this and the foregoing sections, to furnish the assessors of each town in his county having such stockholders with the names of such stockholders and the value of their stock as given in such statements, for the purpose of assessment.

Sec. 37, (as amended by chapter 131, laws of 1891). Any such association shall have authority to consolidate with one or more other corporations organized for the same purpose, upon such terms as may be agreed upon, when such consolidation shall be deemed advisable by a majority vote of its members, and to transfer to such consolidated corporation its entire assets, subject to the vested right of its members.

Sec. 38, (as amended by chapter 131, laws of 1891). All securities, cash, mortgages, certificates, bonds, notes, receipts, statements, and records heretofore deposited with or received by the state auditor pursuant to law shall, upon the passage of this act, be transferred and delivered by him to the state treasurer, who shall receive the same, and who, with his sureties, shall be liable for the safe keeping thereof. The treasurer shall deliver up such securities only upon the written order

ciation heretofore required to be deposited with the state auditor shall be hereafter deposited as in this act provided. Upon filing any mortgage, the treasurer shall receive a fee of fifteen (15) cents therefor, and upon withdrawal of the same he shall receive a fee of ten (10) cents therefor, to be paid by the association so filing or withdrawing it.

SEC. 39, (as amended by chapter 131, laws of 1891). The public examiner and state treasurer respectively shall retain all the fees by this act provided to be paid to them or either of them in lieu of any allowance for clerk hire made necessary by the extra labor imposed by this act, and they are respectively hereby authorized and empowered to make and execute any and all orders, releases, or other papers which the state auditor was heretofore authorized to make or execute in the premises.

SEC. 40, (as amended by chapter 131, laws of 1891). At least thirty (30) days prior to any annual or special meeting of the stockholders of any such association governed by this act, a notice stating the time and place of such meeting shall be deposited in the post office at the headquarters of such association, directed to each member to his address as the same appears at such time on the books of the association; and when so deposited, postage prepaid, shall be deemed a legal and sufficient notice of any such meeting; and there shall be attached to and accompany such notice any proposed amendment or amendments to the articles of incorporation of any such association, and a statement of any officers to be elected at such meeting. Any amendment so proposed and of which such notice shall have been duly given may be adopted at such meeting by the vote of two-thirds of the stock represented and voting thereat. Any member of such association entitled to vote at such meeting may vote in person or by proxy; but no person shall be appointed such proxy who shall not reside in the same county where the stockholder so appointing him resides at the time of such appointment, except that stockholders residing outside of this state may appoint proxies residing in any county in this state; and no person shall be appointed proxy in any case who is at the time an officer, agent or employé of any such association; and no person shall hold proxies to exceed five hundred (500) votes for any such meeting.

Upon all questions to be voted upon at such meeting the vote shall be taken by calling the roll of persons entitled to vote thereat, with the number of votes which each is entitled to cast, and the votes shall be by written or printed ballot, the form for which may be prescribed by the board of directors.

GENERAL LAWS OF 1891.

CHAPTER 27. SECTION 1. To insure the thorough supervision of the affairs and the safety of the funds of mutual building associations in this state, every officer of any such association is hereby made subject to the same duties and penalties made applicable to the officers of public institutions of this state by an act of the legislature of this state, approved March twelvo (12), one thousand eight hundred and seventy-eight (1878), entitled “An act to provide for the appointment and to prescribe the duties of a public examiner for the state of Minnesota,” and also the acts of said legislature amendatory thereof; and the public examiner of this state is hereby given the same powers and jurisdiction, and there is hereby imposed upon him the same duties relative to mutual building associations or societies as are now imposed upon and granted to the public examiner of this state relative to the several public institutions of this state; Provided, nothing in this act shall affect or apply to any society or association which has its principal place of business in a city or village containing jess then ten thousand (10,000) inhabitants, and this act shall apply only to local building associations.

SEC. 2. After September first (1st), one thousand eight hundred and ninety-one (1891), no building association shall receive any moneys or transact any business in

this state, except to settle and close its unfinished affairs, unless it shall have obtained from the said publie examiner a certificate stating its compliance with the provisions of this section; and thereafter shall keep said certificate conspicuously posted in the office of said association. Such certificate shall be in force for one (1) year, and for one (1) year only, and a new certificate shall be obtained from year to year, and for each such certificate such building association shall pay into the treasury of the state of Minnesota a license fee of ten dollars ($10) before rereiving the same.

In making application for and as a basis for such certificate, the secretary and a majority of the directors of snch association shall make out and report under oath to the public examiner a statement showing: . 1. The full corporate articles of such association and a full copy of its bylaws then in force.

2. The name and address of each officer and the salary or fees received by each officer for the twelve (12) months next preceding its last annual meeting.

3. A copy of its last report.

Within thirty (30) days after receiving the aforesaid statement, the publie examiner shall issue the yearly certificate above named; Provided, that if it appears from such verified statement that the association applying for such certificate is not com plying with the law applicable thereto and such rules as said examiner may adopt for said societies, the public examiner shall refuse to issue such certificate. Said certificate may be recorded in the office of the register of deeds in the county where said society has its regular place of business.

Sec. 3. No corporation doing or claiming to do the business of a mutual building society shall have authority to engage in the business of buying and selling or dealing in real estate; Prorided, howerer, that nothing in this section shall be taken as prohibiting any such association from seenring the obligations due it and the repayment of its loans by taking mortgages on real estate, as provided by the laws and the statutes of this state or from purchasing, as provided by law, at any sheriff*s, juciicial or other sale, public or private, any real estate upon which such association may have or hold any mortgage or judgment or lien or other incumbrance, or in which such association may have an interest, or from selling, conveying, holding, leasing, mortgaging at pleasure any real estate so purchased or acquired; Prorided also, that nothing herein contained shall prohibit any such association from obtaining or acquiring title, by deed or otherwise, to real estate on which it may hold any lien or security in whole or in part satisfaction thereof.

SEC. 4. All mutual building associatious organized or to be organized under the laws of this state are hereby prohibited from hereafter creating or issuing any preferred or non-contributing stock, except in payment of matured contributing stock, and no stockholder in any such association shall have more than one vote. But this section shall not limit the power of such associations to create and issue different series of stock.

Sec. 5. Whenever any mutual building association shall declare any of its stock forfeited for non-compliance of the owner with any of its rules, bylaws or regulations, the said stock shall be sold at a regular monthly meeting of said association to the highest bidder; and it is made the duty of the officers of said association at any such sale to bid in the stock so offered at not less than its then withdrawal value, and thereupon the said stock shall be cancelled; but if a higher bid is received the person inaking the highest bid shall have said stock issued or assigned to bim, and no fines or penalties shall be charged against any stock for more than twelve (12) months.

Sec. 6. Any shareholder in any such association whose share or shares are not in arrears and not pledged, may withdraw said share or shares from his association, at any time after it is six (6) months old, by giving at least sixty (60) days' notice in writing to the secretary of his intention so to do; and, upon the receipt of such

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