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Section 948. Corporations for the purpose of aggregating the funds and savings of the members thereof, and others, and preserving and safely investing the same for their common benefit, may be formed according to the provisions of this act, and such corporations, and the members and stockholders thereof, shall be subject to all the conditions and liabilities herein imposed, and to none other.

EEC. 949. Any five or more persons who may desire to form an incorporated company for the purposes specified in the preceding section, may make, sign, and acknowledge, before some officer competent to take the acknowledgment of deels, and file in the office of the county clerk of the county in which the principal place of business of the company is intended to be located, and a certified copy thereof in the office of the secretary of state, a certificate in writing, in which shall be stated the corporate name of the corporation, the object for which the corporation shall be formed, the time of its existence, not to exceed fifty years, the number of dirertors and their names, who shall manage the affairs of the company for the first six months, and the name of the city or town and county in which the principal place of business of the company is to be located.

SEC. 950. A copy of any certificate of incorporation filed in pursuance of this act, and certified by the county clerk of the county in which it is filed, or his depnty, or by the secretary of state, shall be received in all courts, actions, proceedings, and places, as presumptive evidence of the facts therein stated.

Sec. 951. When the certificate shall have been filed, the persons who shall hare signed and acknowledged the same, and such persons as may thereafter become their associates or successors, shall be a body politic and corporate, and by their corporate name have succession for the period limited, and power:

1. To sue and be sued in any court.
2. To make and use a common seal, and to alter the same at pleasure.

3. To purchase, hold, sell, convey, and release from trust or mortgage, such real or personal estate as hereinafter provided in this act.

4. To appoint such officers, agents, and servants as the business of the corporation shall require; to define their powers, prescribe their auties, and fix their compeosa tion, and to require of them such security as may be thought proper for the fulfilment of their duties.

5. To loan and invest the funds of the corporation; to receive deposits of inoney. and to loan an:l invest the same; to collect the same, with interest, and to pay such deposits, without interest, or with so much of the earnings and interest as the brlaws of the corporation may provide.

6. To make bylaws, not inconsistent with the laws of this state, for the organization of the company and the management of its property, the regulation of its affairs. the conditions on which deposits shall be received, the time and manner of dividing the profits, and the time and manner in which any person may become or mar rea-e to be a member of the corporation, and for carrying on all kinds of business within the objects and purposes of the company.

Sıc. 952. No corporation, formed under this act, shall loan any money withont adequate security on real or personal property, except when any such corporation shall, ly a bylaw to that effect, adopted by a two-thirds vote of all the stock of the company subscribed and taken, authorize the making of loans to persons of reputed solvency, when ordered by a vote of not less than three-fourths of all the directors thereof.

Sec. 953. The corporate powers of the corporation shall be exercised by a boarel of not less than five directors, residents of this state, and a majority of them citizens of the United States, who shall be holders of stock, each to such amount and under

tificate of incorporation), or members, each having deposits with the corporation to the amount of at least one hundred dollars (if the company has no capital stock). All directors to hold office after the expiration of the term of tho directors named in the certificate of incorporation, shall be annually elected, at such time and place, and in such modle, and upon such notice, as shall be directed by the bylaws of the company. All such elections shall be by ballot, and each stockholder who shall be a member and shall have signed the bylaws, shall be entitled to such number of votes as shall be fixed by the bylaws, not exceeding one vote for every share of stuck beld by him; and the by laws inay provide what qualifications shall entitle a member, not a stockholder, or the members of a corporation having no stock, to a rote; and the persons receiving the greatest number of votes shall be directors. The president of the corporation, who shall also be the president of the board of directors, shall be chosen by said board from among their own number. When any vacancy shall occur in the board of directors, by death, resignation or otherwise, it shall be filled for the remainder of the term in such manner as may be prescribed by the bylaws of the company.

Sec. 954. If it should happen at any time that an election of directors shall not be made on the day designated by the bylaws of the company, the corporation shall not for that reason 1:0 dissolved, but it shall be lawful on any other day to hold an election for directors, in such mann. r as shall be provided for by the bylaws of the company, and the directors shall be continued in office until their successors shall be elected.

SEC. 955. The call for the first meeting of the directors shall be signed by one or more persons named directors in the certificate setting forth the time and place of meeting, which notice shall be delivered personally to each director, or published at least ten days in some newspaper of the county in which is the principal place of business of the corporation, or, if no newspaper be published in the county, then in the newspaper nearest thereto.

Sec. 956. A majority of the whole number of directors shall form a board for the transaction of business, and every decision of a majority of the persons duly assembled as a board, or a larger number if the bylaws shall so require, shall be valid as a corporate act.

Sec. 957. It shall not be lawful for the corporation or the directors to make any dividend, except from the surplus profits arising from the business of the corporation; and the directors shall, at such times and in such manner as the bylaws shall prescribe, declaro and pay dividends of so much of the profits of the company and of the interest arising from the capital stock and deposits, as may be appropriated for that purpose by the provisions of the bylaws. And it shall not be lawsul for the corporation or the directors to contract any debt or liability against the corporation for any purpose whatever; but the capital stock and the assets of the corporation shall be security to depositors who are not stockholders, and the bylaws may provide that the same security shall extend to deposits made by stockholders.

Sec. 958. Corporations formed under this act may prescribe by their bylaws the time and conditions in which repayment is to be made by depositors, but whenever there is any call by depositors for a repayment of a greater amount than the corporation may have disposable for that purpose, it shall not be lawful for the directors or officers to make any new loans or investments of the funds of the depositors, or of the earnings thereof, until such excess of call shall have ceased; and the directors of any corporation formed under this act, and baving no capital stock, shall retain, on each dividend day, at least five per cent of the net profits of the corporation to constituto a reserve fund, which shall be invested in the same manner as other funds of the corporation, and shall be used toward paying any losses which the corporation may sustain in the pursuance of its lawful business. Aud the corporation may provide by its bylaws for the disposal of any excess in the reserve fund over one hundred thousand dollars, and the final disposal, upon the dissolution

of the corporation, of the reserve fund, or of the renainder thereof after payment of losses.

SEC. 959. No corporation forined under this act shall, by any implication or construction, be deemed to possess the power of creating and issuing bills, notes, or other evidence of debt, for circulation as money.

SEC. 960. The real and personal estate which it shall be lawful for any such corporation to purchase, hold, and convey, shall be: First— The lot and building in which the business of the company may be carried on; Provided, that the cost of the same shall not exceed one hundred thousand dollars. Second-Such as shall have been mortgaged or pledged to it, or conveyed in trust for its benefit in good faith, for money loaned in pursuance of the regular business of the corporation. ThirdSuch as shall liave been purchased at sales under pledges, mortgages, or deeds of trust made for its benefit; or upon judgments or decrees obtained or rendered for money so loaned. And the said corporation shall not purchase, hold, or convey real estate in any other case, or for any other purpose; and all such real estate as is described in the second and third subdivisions of this section, shall be sold by the said corporation within five years after the same shall be vested in it by purchase or otherwise; and the said corporation shall not, directly or indirectly, deal or trade in buying or selling any goods, wares, or merchandise whatever, except such personal property as may be requisite for its immediate accommodation for the convenient transaction of its business; and except bonds, securities, or evidences of indebtoilness, public or private, gold and silver bullion, and United States mint certificates of ascertained value, and evidences of debt issued by the United States.

SEC. 961. Any married woman, being a member, or holding stock in her own name in any company formed under this act, may cast her own vote, and appoint her own proxy to vote for her. Whenever any stock or deposits are held by any person, or executor, administrator, trustee, or guardian, hu shall represent such stocks or deposits, and may vote accordingly.

Sec. 962. Whenever any deposit shall be made by any minor, the directors of said corporation shall pay to such depositor such sums as may be due to him or her, although no guardian shall have been appointed by or for such minor, or the guardian of such minor shall not have authorized the drawing of the same; and the check, receipt, or acquittance of such minor shall be as valid as if the same was executed by a guardian of such minor, or the said minor was of full age, if such deposit was made personally by said minor. And whenever any deposit shall be made in her own name by any woman being, or thereafter becoming married, said directors shall pay such sums as may be due to her on her own receipt or acquittance; and any person authorized thereto, by resolution of the board of trustees or directors of any corporation, association, or society having funds deposited, or owning stock in any corporation formed under this act, shall be entitled to receive such deposit, or transfer such stock, and to cast the vote of such corporation, association, or society.

SEC. 963. Every corporation incorporated or doing business under the provisions of this act shall cause to be published annually, once a week for at least six suecessive weeks, in one public newspaper printed in the county in which such corporation may be located, a true and accurate statement of all depositors who shall have deposits, dividends, or interest to their credit on the books of said corporation, and concerning whoin at the date of such statement the officers of the corporation shall have had no knowledge during the two years next preceding such date; such statement shall contain the name, residence, and occupation, if known, of the person making the deposit, or in whose favor the dividend was declared, and in all cases so published the expense of advertising shall be deducted from the suis unclaimed, in proportion to the amount of each respectively.

SEC. 964. Corporations formed for the purpose designated in section one [948] of

such capital stock; Prorided, that the certificate directed by the second section (949] of this act to be executed and filed shall also contain a statement of the amount of such capital stock and number of shares of which it shall consist. The rights and privileges to be accorded to such capital stock, as distinct from those to be accorded to depositors, and the obligations to be imposed upon it, in the same relation, shall be fixed by the bylaws.

SEC. 965. It shall not be lawful for the directors to divide, withdraw, or in any way pay to the stockholders, or any of them, any part of the capital stock, nor to reduce the amount of the same.

SEC. 966. Whenever it is desired to increase the amount of the capital stock, a meeting of stockholders may be called by a notice signed by at least a majority of the directors, and published at least sixty days in every issue of some newspaper published in the county where the principai place of business of the company is located, which notice shall specify the object of the meeting, the time and place where it is to be held, and the amount to which it is proposed to increase the capital stock, and a vote of two-thirds of all the shares of stock represented at the meeting shall be necessary to an increase of the amount of capital stock.

SEC. 967. If, at any meeting so called, a sufficient number of votes has been given in favor of increasing the amount of capital stock, a certificate of the proceedings showing a compliance with these provisions, the amount of the capital actually paid in, and the amount to which the capital stock is to be increased, shall be made out, signed, and verified by the affidavit of the chairman and secretary of the meeting, certified by a majority of the directors, and filed as required by the second section [949) of this act. When so filed the capital stock of the corporation shall be increased to the amount specified in the certificate.

SEC. 968. The stock of the company shall be deemed personal estate, and shall be transferable in such manner as shall be prescribed by the bylaws.

Sec. 969. No certificate representing shares of stock shall be issued, nor shall such stock be onsidered as acquired until the whole sum of money which such certificate purports to represent shall have been paid into the corporation.

SEC. 970. Any stockholder may pledge his stock by a delivery of the certificate or other evidence of his interest, but may nevertheless represent the same at all meetings and vote as a stockholder.

SEC. 971. Any corporation formed under this act may dissolve and disincorporate itself by presenting to the county judge of the county in which the principal place of business of the company is situated as named in the certificate of incorporation, a petition to that effect, setting forth the reason therefor, signed by all the directors of the corporation. Notice of application shall then be given by the clerk, which notice shall set forth the nature of the application, and shall specify the time and place at which such application shall be heard, and shall be published in every regular issue of some newspaper in the county where the application is to be heard, for at least three months, and if no newspaper is published in the county where the application is marle, then such notice shall be posted up at least thirty days previous to the time when such application is to be heard, in three public places in said county, one of which shall be the court house of said county. At the time and place appointed, or at any other time to which it may be postponed by the judge, he shall proceed to consider the application, and if satisfied that the members and stockholders of the corporation will be benefited thereby, and that no indebtedness of the corporation exists other than to depositors who have not demanded their deposits, he shall enter an order declaring it dissolved. The hearing of such application for dissolution shall not be had by the judge until after the expiration of twenty days from and after the last publication of the notice aforesaid. After filing the petition for dissolution no more deposits shall be received nor certificates of stock be issued by the officers of the corporation.

H. Ex. 209_39

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SEC. 972. Upon the dissolution of any corporation formed under this aet, the directors, at the time of the dissolution shall be trustees for the members and others interested in the corporation dissolved, and shall have full power and anthority to sie for and recover the debts due to and property of the corporation, settle all of its affairs, and divide among the members and stoekholders in such proportion as the bylaws shall direct. The money and other property that shall remain after the pagment of all the expenses, and all unclaimed deposits and the interest aceruing thereon, and unclaimed shares and money due thereon not called for within thirty days after the collection of all solvent indebtedness, shall be paid by the said trustees into the state treasury, accompanied by a statement setting forth the time that such deposits were made, or such share acquired by the person holding the sume, at the time of such dissolution, and the name and residence, if known, of the person making or holding the same, the amount of such deposit or shares, and also of the dividends not called for, and the name of the person or persons to whom the deposit. or stock, or the dividends belong, if known. All amounts of nnelaimed divideoels and deposits paid into the state treasury as aforesaid, shall be received, investeel, and accounted for and paid out in the same manner and by the same officer as is provided by law concerning eseheated estates. Upon such payment by the said trustees the state treasurer shall give to them a receipt for the amount so paid in, which shall fully discharge them from all liability to such depositors or stockholders.

SEC. 973. The misnomer of any such corporation in any instrument shall not vitiate or impair the same if it be sufficiently described to ascertain the intention of the parties.

SEC. 974. All corporations for the accumulation, preservation, and investment of funds and savings, all savings and loan societies, and all associations or societies for the like purpose, claiming in good faith to be incorporated under the laws of t'ais state, may avail themselves of the provisions of and become incorporated under this act, by filing with the couuty clerk of the county in which their principal place of business is located, and a certified copy thereof in the office of the secretary of state, a certificate stating their intention and election to become so incorporated, which intention and election may be made and declared by the trustees or acting trustees of such corporation, association, or society, or a majority thereof. The certificate stating such intention and election shall be signed by the president and secretary of such corporation, association, or society, and shall be acknowledged before some officer competent to take the acknowledgment of deeds. Such certificate shall in other respects conform to the requirements of this act.



CHAPTER 65. SECTION 4. The treasurer of every

building and loan association, and other similar corporation organized under the laws of this state, shall, on or before the first day of May in each year, transmit to the state treasurer, upon blanks to be furnished by him, a statement, under oath, of the following facts as thry existed on the first day of April in such year: The amount of all general and special deposits on which the corporation pays interest and of its capital stock belonging to residents of each town in the state, including all dividends that have been declared thereon and not paid; the value of the interest of such residents in all the real estate of the corporation wherever situated, if it were divided proportionately among all the depositors and stockholders of the corporation; the difference between the two sums for each town; and the same facts in relation to depositors and stockholders

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