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SEC. 8, (as amended by act of February 29, 1876, page 69, supplement of 1886). Every company formed under this act shall adopt a constitution which shall embrace all the provisions of the foregoing sections, and such articles for their government and the management of their business as they shall deem proper; Provided, the same shall not be inconsistent with this act or with the act concerning corporations aforesaid,and shall not contravene the laws or constitution of this state or the United States, and may alter and amend the same, from time to time, in the manner therein provided; the investments of every such association shall be made either in loans to, or in redemption of the shares of, or in purchasing lots and erecting dwellings for the members, or in all of said modes, or in such other ways as the constitution of the particular association shall provide; and no premium given for priority of loan or acquisition of a building, or discount given on the redemption of shares, shall be deemed to be usurious.
SEC. 9. Every company formed under this act shall furnish to the secretary of stato, if required, an annual statement of the business and condition of the company, which shall be duly attested, under oath or affirmation, by the proper officers of said company.
SEC. 10. Any company formed in pursuance of this act shall have power to dispose of or sell any lands and tenements to others than those constituting the said company, on terms according to or not inconsistent with the constitution of such company; and the purchasers of said tenements so sold or disposed of shall not thereby be constituted members of any such company formed as aforesaid.
SEC. 11. The original associates, or those formed into companies under this aet, or their assigns, and who shall have actually created a fund, and expended the same in acquiring lauds and tenements, shall be alone deemed to have and to exercise the right of members in said companies.
Sec. 12. All deeds of conveyance of lands or tenements, granted by any company formed in pursuance of said act, shall be held to be valid and binding, with all the restrictive clanses as against nuisances, or what may be deemed nuisances by the constitutions of any companies so formed, as aforesaid, unless the same are in violation of the constitution of this state or the laws thereof, or of the United States.
SEC. 13. All matters not herein provided for shall be regulated by the constitution and bylaws of said associations, respectively.
Sec. 14. The legislature may at any time alter, amend or repeal the charter of any association created under this act.
SEC. 15. Companies organized under this act may divide or partition the lands by them owned among their members by lot in such way as to them may seem most advantageous, and all conveyances made in pursuance of such allotment, shall, for all purposes, be valid and effectual.
SUPPLEMENT OF 1886.
SECTION 2. Any mutual loan, homestead or building association heretofore organized under the laws of this state shall have power to meet and reorganize and provide for the transaction of their future business under the provisions of the act to which this is a supplement [act of April 9, 1875, pages 92 and 93, revision of 1877), by giving notice thereof by advertisement for four weeks successively, at least once in each week, in a newspaper published or circulating where such company or association is located, which advertisement shall be signed by the secretary, and state the time, place and purpose for which such meeting is called, and also by sending a written or printed notice to each stockholder, containing the same information; when so assembled they shall have power, by a two-thirds vote of the stock present, to change, alter or repeal their present constitution and bylaws and to adopt such new consti
the same do not conflict with the laws or constitution of this state or of the United States.
SEC. 3. Nothing in the act to which this is a supplement [act of April 9, 1875, pages 92 and 93, revision of 1877] shall be construed to prevent any association, formed under the provisions of said act, from taking a premium for priority of loan or acquisition of real estate, or discount on the redemption of shares; and that no premium or discount so taken for such purposes shall be deemed to be usurious.
LAWS OF 1887.
SECTION 1. Any association which now is or hereafter may become incorporated under the provisions of the act to which this is a further supplement [act of April 9, 1875, pages 92 and 93, revision of 1877], may issue shares of stock in different series to mature and terminate in such manner as may be designated in and by the constitution or bylaws of such association or any amendment lawfully made thereto.
Sec. 2. All shares of stock heretofore issued in different series by any such association according to the provisions of its constitution or bylaws, shall be as valid and effectual to all intents and purposes as if this act liad been in force prior to the issuing of such shares.
SEC. 3. Whenever the constitution or bylaws of any such association makes no provision for the manner in which the same may be amended, such association may amend its constitution or bylaws at any regular meeting of the association by a vote of two-thirds of its members present at such meeting; Provided, that the proposed amendment shall have been submitted in writing and entered upon the minutes of said association at least four weeks before a vote shall be taken thereon.
LAWS OF 1888.
PREAMBLE. WHEREAS, donbts having arisen as to the legal right of associations formed or incorporated under or by virtue of the above mentioned act [act of April 9, 1875, pages 92 and 93, revision of 1877] and the several supplements thereto, to issne new or a series of shares under their original acts of incorporation; and whereas, a number of said associations have issued new or a series of shares, believing that they had a legal right so to do; now, in order to remove all doubts on the subject, and to legalize the same and the issuing of certificates of stock therefor, and to hereafter authorize the forming of such new series,
SECTION 1. Be it enacted, etc., That all new or series of shares heretofore issued by any association formed or incorporated under and by virtue of the act to which this is a supplement [act of April 9, 1875, pages 92 and 93, revision of 1877), and the several supplements thereto, be and the same are hereby confirmed and made valid both in law and equity, notwithstanding the issue of said new series may have increased the number of shares of said association beyond the limit fixed in its certificate of incorporation.
Sec. 2. The board of directors of all associations heretofore incorporated or which may be hereafter incorporated under and by virtue of the above named act and the several supplements thereto, are hereby empowered to authorize the formation of a new or a series of shares upon the same terms and conditions the original shares of stock were issued, wbenever at least one hundred shares shall have been subscribed, and to issue certificates of stock for the sbares taken in said new series, notwithstanding the issue of said new series may increase the number of shares of said association beyond the limit fixed in its certificate of incorporation.
Sec. 3. Whenever a new series has been or shall be forined under this supplement the relative value of the shares of the respective series shall be kept separate and distinct, and the value thereof reported in an annual statement to the shareholders.
LAWS OF 1888.
SECTION 1. Any number of persons not less than seven may associate themselres together for the purpose of enabling occupants of lands and other persons, to purchase the land or to borrow money thereon of said association by mortgage or other. wise, on the terms and conditions and subject to the liabilities prescribed in this act; the aggregate amount of the capital stock of any such company shall not be less than one hundred thousand dollars, the whole amount of which as fixed, shall be subscribed for, and fifty per centum thereof actually paid in, before such company shall commence business.
SEC. 2. The persons so associating shall, under their hands and seals, make a certificate which shall specify the following matters:
1. The name they have assumed to designate such company, and to be used in its business and dealings;
2. The amount of the capital stock as fixed by them, and the number and par valne of the shares;
3. The names and residences of the shareholders, and the number of shares beld by each;
4. The period at which said company shall commence and terminate; which certificate shall be acknowledged or proved as required of deeds of real estate, and recorded in the office of the secretary of state, and upon being so recorded said association shall be a body corporate, entitled to all the rights and privileges, and subject to all the liabilities as such under the laws of this state; and said certificate or a copy thereof duly certified by said secretary of state shall be evidence in all courts and places.
SEC. 3. Any association created under this act shall have full power and lawful authority to lend money and to secure the payment thereof and of interest thereon, in nionthly or other periodical instalments extending over any number of months that may be agreeil upon, giving credit at the end of every year during the existence of a loan, for all payments made and received on account of the principal; and interest shall be chargeable on the amount of such principal remaining unpaid at the beginning of such çear at the legal rate per annum, but shall be payable montbly, or at such other periods as may be agreed on, and no interest received from any borrower by reason of such payments shall be deemed or taken to be usurious; Prorided, that the excess shall in no case be greater than three-quarters of one per centum per annum.
SEC. 4. Any association created under this act shall have the further lawful power and authority to undertake, for a consideration and upon terms to be agreed upon by the parties, to cancel the indebtedness of the borrower and to surrender all evidences thereof in case the borrower shall die before he or she shall have paid his or her indebtedness in full; Provided, that the instalment of principal that would have fallen due next after the day of the death of the borrower, and all other ebarges due, by a reement, between the parties, shall be first paid in full to the lender by the personal representatives of the decedent.
Sec.5. The business of said association shall be conducted by a board of directors of not less than seven in number, who shall be stockholders, and shall be elected annually, at a stockholder's meeting to be provided for in the bylaws of the association, and the board of directors shall elect from their number a president, and shall provide for the election and appointment of such other officers and agents as
LAWS OF 1890.
SECTION 1. It shall be lawful for any association incorporated under the provisions of the act to which this is a supplement [act of April 9, 1875, pages 92 and 93, revision of 1377), or otherwise lawfully existing in this state, to change the name set forth in its original certificate of incorporation, by a two-thirds vote of the board of directors of such association; Provided, that a certificate under the hands of the president and the secretary of such association, setting forth such proposed new name, and that the same was adopted by a two-thirds vote of the board of directors of such association, at a meeting regnlarly held on a date specified in said certificate, shall be delivered to the clerk of the county where such association is or shall be located, to be by him filed and recorded.
SEC. 2. The same so certified to have been adopted shall, from the time of filing such certificate of change, be the true and proper corporato title of such association instead of the name set forth in the original certificate of incorporatiou; and all teous, mortgages, contracts, actions, judgments, transactions and proceedings whatsoever heretofore or hereafter made, received, entered into, carried on or done by sail association before the adoption or certification as aforesaid of such change of name, but wherein the said association shall have been called by the name so subsequently adopted, are hereby declared to be as good, valid and effectual in law as though said association were called therein by the name set forth in its original certificate of incorporation.
SECTION 1. Every
loan and building corporation or association organized under the laws of other states or foreign governments, on application for authority to transact business in this state, shall file in the department of state a duly authenticated copy of its charter or certificate of organization or incorporation, and a report of its condition at the close of business on the thirty-first day of December last preceding, in such form as may be prescribed by the board of bank commissioners, constitnted by “An act concerning savings banks," approved April twenty-first, one thousand eight hundreil and seventy-six, which shall be verified by the affidavits of the president or vice-president, and the treasurer or cashier or secretary of such corporation, and it shall be the duty of the secretary of state to furnish blank forms for the report required, and the said board shall call for like reports at such other times as may seem to them expedient.
SEC. 2. If it shall appear by the report aforesaid that such corporation is possessed of an actually paid in, well invested and unimpaired capital stock of at least one hundred thousand dollars, it may be admitted to transact business in this state npon a certificate of authority to be issued by the secretary of state, under the direction of the said board, which certificate shall only be issued when such corporation shall have complied with the further requirements of this art.
SEC. 3. The bank commissioners, before directing the issue of the certificate of authority as aforesaid, shall require every such corporation to deposit with the secretary of state such securities as they may prescribe, amounting to at least thirty thousand dollars, which serurities shall be held by the secretary of state in trust, for the benefit of the creditors of such corporation within this state, and the bank commissioners shall have authority to order a change of such securities or any part thereof at any time, and no change or transfer of the same shall be made without their assent; such deposit shall le maintained intact in the full sun of thirty thousand dollars at all times, but the corporation shall be at liberty to receive the dividenils or interest on the securities depositel; Prorided, that if any such corporation shall have and keep a deposit of at least one hundred thousand dollars with
any department or officer of the state where organized, it may be admitted to the state without making the deposit herein required.
Sec. 4. Every such corporatiou shall file a like report in January, annually, and if such corporation shall fail to file such annual report prior to the fifteenth day of February, or to furnish such additional reports or information as may be called for by the bank commissioners, within five days after notice to do so, it shall be liable in a penalty of two hundred and fifty dollars and costs of action, to be sued for and collected in the name and for the benefit of the state.
SEC. 5. Every such corporation shall pay for filing a certified copy of its charter or certificate of organization or incorporation, twenty dollars; for filing original and annual reports, twenty dollars; for certificate of authority, annually, two hundred and fifty dollars; for certificate for each agency, five dollars, and shall defray al) expenses incurred in making any examination of its affairs as herein provided for; and the bank commissioners may maintain an action, in the name of the state, against such corporation, for the recovery of such expenses, in any court of competent jurisdiction.
Suc. 6. If any such corporation or association itself, or by agents, attorneys, solicitors, surveyors, canvassers, collectors or other representatives of whatever designation, or any agent, attorney, solicitor, surveyor, canvasser, collector, or other representative, or any individual or firm, whether on behalf of such corporation or not, shall solicit, negotiate or in anywise transact any business in this state, except in the enforcement of contracts by legal process, without having complied with the requirements of this act, they shall be liable in a penalty of two hundred and fifty dollars and all costs of suit, to be sued for and collected on complaint, in the name and for the benefit of the state, by the bank commissioners; the first process against any corporation or person complained of may be by capias ad respondendum, and the person or persons against whom judgment may be obtained shall be committed to any connty jail until such penalty and costs are paid, and the necessary expenses incurred by the bank commissioners in carrying out the provisions of this act, when not otherwise provided for, shall be paid by them out of the fees and taxes collected as herein provided for.
Sec. 7. The bank commissioners shall have authority themselves, or by such person or persons as they may designate, to examine the affairs of any such corporation whenever they may deem it expedient, and it shall be the duty of the officers and employés of every such corporation to exhibit its books, securities, records and accounts for such examination, and to otherwise facilitate the same so far as it may be in their power to do, and the bank commissioners, or any examiner appointed by them, shall have power to examine, under oath or affirmation, the officers and employés of any such corporation relative to its business and affairs, and for that purpose any such examiner shall have power to administer oaths and affirmations.
SEC. 8. Whenever it shall appear, as the result of examination or otherwise, that the affairs of any such corporation are in an unsound condition because of illegal or unsafe investments, or that its liabilities exceed its assets, or that it is transacting business without authority, or in violation of law, or for any other reason which may seem to them satisfactory, the bank commissioners shall have power to cancel the authority of any such corporation of another state to transact business in this state, and as to such corporations of this state it shall be the duty of the attorney general, on notice by the bank commissioners, to apply forthwith, by petition or bill of complaint or information, to the chancellor for an injunction restraining such corporation from the transaction of further business, or the transfer of any portion of its assets in any manner whatsoever, and for such other relief and assistance as may be appropriate to the case, and the chancellor, being satisfied of the sufficiency of such application, or that the interests of the people so require, may order an injunction, and make other appropriate orders in a summary way, and thereafter pro