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lished for six successive weeks in the newspaper nearest to the place where the business of the company shall be carried on as a foresaid.
Sec.5. All corporations formed under this aet shall have power to borrow money for temporary purposes not inconsistent with the objects of their organization; but no loan for snch purposes shall have a longer duration than two years, nor shall such indebtedness exceed at any one time one-fonrth of the aggregate amount of the shares and parts of shares, anıl the income thereof, actually paid in and received.
Sec. 6. Parents and guardians may take and hold shares in such association in behalf and for the nse of their minor children or wards, provided the cost of such shares be defrayel from the personal earnings of such minor children or wards, or by gifts from persons other than their male parents; married women may take and hold shares in such associations, provided the cost of such shares be defrayed from their personal earnings, the personal earnings of their children voluntarily bestowed for this purpose, or from property bequeathed or given to them by persons other than their husbands.
Sec. 7. The trustees of any association former under the provisions of this act may, from time to time, declare dividends from the earnings of the association, parable in snch manner as may be provided in the articles of association; but no dividend shall be declared, except from the earnings of the association, and if the trustees of any such association shall declare and pay any dividend when the company is insolvent, or any dividend, the payment of which would render it insolvent, they shall be jointly and severally liable to the extent of the dividend so declared and paid, for all the debts of the association then existing or that shall be thereafter contracted while they shall respectively continue in office; Provided, that if any of the trustees shall object to the declaring of such dividend or to the payment of the same, and shall, at any time before the time fixed for the payment thereof, file a certificate of his objection in writing with the clerk of the company, and with the clerk of the county, he shall be exempt from the said liability. But no trustee who shall be present at any meeting when such dividend is declared, shall be exempt from such liability, unless he shall then and there object to the declaration or payment of such dividend, and shall also procure his objection to be noted in the book of minutes of such association. No holder of redeemed shares shall claim to be exempt fron making the monthly or other stated payments provided in the articles of association, npon the ground that, by reason of losses or otherwise, the association has continued longer than was originally anticipated, whereby the payments made on such shares may amount to more than the amount originally advanced, with legal interest thereon; nor shall the imposition of fines for the non-payment of dues or fees, or other violation of the articles of association, nor shall the making of any monthly payment required by the articles of association, or of any premium for loans made to members be deemed a violation of the provisions of any statute against usury.
Sec. 8. Any existing association formed for the purposes mentioned in the first section of this act, may, on the vote of a majority of the voting shares, at any regular meeting after the passage of this act, become entitled to the benefit of this act, on complying with the second and third sections thereof, unless the second section has heretofore been complied with; in which case it shall be necessary to comply only with the said third section.
Sec. 9. No officer, trustee, attorney, agent or servant of any association hereby incorporated, shall nse or dispose of any part of the funds of such association, or assign, transfer, cancel, deliver up or acknowledge satisfaction of any bond, mortgage or other written instrument belonging to such association, unless duly authorized, or be guilty of any frauil in the performance of his duties; and every person guilty of a violation of this section shall be liable civilly to the party injured, to the extent of the damage thereby incurred, and shall also be liable to an indietment for a mis lenieanor, punishable by fine or imprisonment, or both, in the discre
SEC. 10. 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 thereafter, publish in at least two newspapers published in the place where their business may be located, or if no newspaper shall be published in such place, the n in any two newspapers published nearest sach place, a concise statement verified on the oaths of its president and secretary, showing the actual financial condition of the association, and the amount of its property and liabilities, specifying the same particularly.
Sec. 11. All the shareholders of any association formed under this act, shall be individually liable to the creditors of said associatior, to an amonnt equal to the amount of stock held by them respectively, for all debts contracted by such association. The directors or other officers of every association formoil under this act, shall be personally liable for any fraudulent use, disposition or investment of any moneys or property belonging to such association, or for any loss which shall be incurred by a:y investment maile by sach directors or other officers, oth r than such as are mentioned in and anthorized by this act; but no director or other oficer of any such association sha:l be liable as aforesaiil, except he authorizei, sanctioned, approved or made such fraudulent use, disposition or investment as aforesaid.
Sec. 12. No por on holding stock in any such company, or executor, administrator, guardian or trustee and no person holding such stock as collateral security, shall be personally subject to any liability as stockholder of such company, but the person plelging such stock shall be considered as holling the sims, anil shall be liable as a stockholder accordingly; and the estate and funds in the hands of such executor, administrator, guardian or trustee shall be liable in liko manner, and to the same extent as the testator or intestate, or the ward or person interested in such trust fund woull have been if he has been living and competent to act, and hold the same stock in his own name.
SEC. 13. Every such execntor, administrator, gnardian or trustee, shall represent the share of stock in his hands at all meetings of the company, and may vote accordingly as a stockholder; and every person who shall pledye his stock as aforesaid, may, nevertheless, represent the same at all such meetings, and inay vote accordingly as a stockholder.
Sec. 14. In case it shall happen at any time, that an election of officers shall not be made on the day designated by the bylaws of said company, when it ought to have been made, the company for that reason shall not be dissolved; but it shall be lawful, on any other day, to holl an election for trustees, in such manner as shall be provided for by the said bylaws; an:l all acts of trustees shall be valid and binding as against such company, until their successors shall be elected.
Sec. 13. The legislature may at any time alter, amend, or repeal this act, or may annul or repeal any incorporation forined or created under this act; but such amendment or repeal shall not, nor shall the dissolution of any such company take away or impair any remedy given against any such corporation, its stockholders or officers, for any liability which shall have been previously incurred.
Sec. 16. Any company which may be formed under this act, may increase or diminislı its capital stock, by complying with the provisions of this act, to any amount which may be deemed sufficient and proper for the purposes of the corporation. But before any corporation shall be entitled to diminish the amount of its capital stock, if the amount of its debts and liabilities shall exceel the amount of capital to which it is proposed to be reduced, such amount of debts and liabilities shall be satisfied and reduced so as not to exceeil such diminished amount of capital.
Sec. 17. Whenever any company shall desire to call a meeting of the stockholders, for the purpose of increasing or diminishing the amount of its capital stock, it shall be the duty of the trustees to publish a notice signed by at least a majority of them, in a newspaper in the county, if any shall be published therein, at least three successive weeks, and to deposit a written or printed copy thereof in the post office,
addressed to each stockholder at his usual place of residence, at least three weeks previous to the day fixed upon for holding such meeting, specifying the object of the meeting, the time and place when and where such meeting shall be held, and the annount to which it shall be proposed to increase or diminish the capital, and a vote of at least two-thirds of all the shares of stock shall be necessary to an increase or diminution of the amount of its capital stock.
SEC. 18. If at any time and place specified in the notice provided for in the precoding section of this act, stockholders shall appear in person or by proxy, in munbers representing not less than two-thirds of all the shares of stock of the corporation, they shall organize, by choosing one of the trustees chairman of the meeting, and also a suitable person for secretary, and proceed to a vote of those present, in person or by proxy; and if on canvassing the votes it shall appear that a sufficient number of votes has been given in favor of increasing or diminishing the amount of capital, a certificate of the proceeding, showing a compliance with the provisions of this act, the amount of capital actually paid in, the whole amount of debts and liabilities of the company, and the amount to which the capital stock shall be increased or diminished, shall be made out, signed and verified by the affidavit of the chairman, and be countersigned by the secretary; and such certificato shall be acknowledged by the chairman, and filed as required by the first section of this act; and when so filed, the capital stock of such corporation shall be increaseal or diminished to the amount specified in such certificate.
SEC. 19. The shares held by the members of all associations incorporated under the provisions of this act, shall be exempt from sale on execution for debt, to an extent not exceeding six hundred dollars in such shares, at their par raluc.
SEC. 20. No loan made by any such association to any of its members may exceed in amonnt the par value of the capital stock for which such member may have subscribed.
SEC. 21. The copy of any certificate of incorporation, filed in pursuance of this act, certified by the county clerk or his depnty, to be a true copy, and of the whole of such certificate, shall be received in all courts and places, as presumptive legal evidence of the facts therein stated.
(PAGES 1766, 1767.)
CHAPTER 564, LAWS OF 1875. SECTION 2. Every corporation organized under the provisions of said act, and every corporation heretofore organized under the laws of this state for purposes similar to those provided for in said act, shall annually make a full report in writing of the affairs and condition of such corporation, on the first day of January in each year, to the superintendent of the banking department, in such form, and by such officers of the said corporation, as the said superintendent may designate, which report shall be in place of any report which any such corporation may now be required to make to the supreme court, the comptroller, or otherwise. Such report shall be verified by the oath or affirmation of the officers making such report; and any wilful false swearing in regard to such report shall be deemed perjury, and be subject to the prosecutions and punishments prescribed by law for that offence. Every such report shall be made within twenty days after the day to which it relates, and shall be in such form, and contain such statements, returns and information, as to the affairs, business, condition, obligations and resources of such corporation as the said superintendent may, from time to time, prescribe and require. And the said superintendent may, if he be of opinion that it is desirable, require that a like report, either wholly or in part, as to the particulars aforesaid, be made to him at any time, by any such corporation aforesaid, within such period as he may designate.
SEC. 3. Whenever the stockholders of any corporation organized under the provi.
the affairs of said corporation is desirable or necessary, it shall be the duty of said superintendent, on the request in writing, signed by not less than five of the stockholders of said corporation, that such examination be made, either by himself or by some person duly appointed by him for that purpose, make a full and careful examination of the affairs of said corporation and make his report thereon as herein provided. The person making such examination shall have power to administer oaths and take all testimony by him deemed necessary and proper, and to compel the attendance of witnesses and the production of books and papers, by like process and in the same manner as now provided by law to procure the attendance of witnesses and the production of books and papers in the courts of record in this state. The expense of such examination shall be borne by said corporation, but no chargo shall be made therefor, when the examination is made by said superintendent personally or by one of the salaried employés of his department, except for necessary travelling and other expenses ; whenever said superintendent shall appoint any person other than a salaried officer in his department to make such examination, the amount charged therefor shall not exceed the sum of ten dollars per day for the time actually expended in making the same, and the actual and necessary expenses as hereinbefore provided.
Sec. 4. On every such examination inquiry shall be made as to the condition and resonrees of the corporation generally, the mode of conducting and managing its affairs, the action of its directors or trustees, the investmeut of its funds, the safety and prudence of its management, the security afforded to those by whom its cagagements are held, and whether the requirements of its charter and of law have been complied with in the administration of its affairs.
Sec. 5. If it shall appear to the said superintendent from the report of any such corporation, or from any examination made by him, or from the report of any examination made to him, that any corporation has committed a violation of its charter or of law, or is conducting business in an unsafe or-unauthorized manner, he shall by an order under his hand and seal of office, addressed to such corporation, direct the discontinuance of such illegal or unsafe practices and conformity with the requirements of its charter and of law, and with safety and security in its transactions, and whenever any corporation shall refuse or neglect to make such report as is herein before required, or to comply with any such order as aforesaid; or whenever it shall appear to the superintendent, that it is unsafe or inexpedient for any corporation to continue to transact business, he shall communicate the facts to the attorney general, who shall therenpon be authorized to institute such proceedings against any such corporation as are now, or may hereafter be provided for by law in the case of insolvent corporations, or such other proceedings as the nature of the case may require.
Sec. 6. If any such corporation shall fail to furnish to the superintendent of the banking department any report or statement required by this act, at the time so required, it shall forfeit the suin of ten dollars per day for every day such report or statement shall be so delayed or withheld, and the said superintendent may maintain an action in his name of office to recover such penalty, and when collected, the same shall be paid into the treasury of the state and be applied to the expenses of the bank department.
LAWS OF 1887.
CHAPTER 556. SECTION 1. Any fifteen or more persons, being of full age, may form an association as provided in this act. All associations formed under the provisions hereof shall be kuown as cooperative savings and loan associations; and the name of every association, so formed, shall contain as a part thereof, the words cooperative savings and loan association.
SEC. 2. The object and purpose of such associations shall be to encourage industry, frugality, home building and savings among its members; the accumulation of savings, the loaning of such aceumulations to its members, and the repayment to each member, of his savings when they have accumulated to a certain sum, or at any time when he shall desire the same, or the association shall desire to repay the same.
Src. 3. Said association shall become incorporated by the said fifteen or more persons inaking, signing and acknowledging, in the manner and form prescribed for the acknowledgment of deeds in this state, a certificate, wherein shall be stated the name of said association; that the association is formed under and for the purposes prestribed in this act; the town village or city where the association is located within this state; and the limit of the number of shares of stock it shall have ontstanding at any one time. When made as aforesaid, said certificate shall be filed and recorded in the office of the secretary of state, and upon said certificate being so file and recorded, the secretary of state shall issne a certificate, in proper and suitable form, declaring the facts contained in said original certificate, and the filing and recording thereof in his office, and which latter certificato shall thereupon be recorded in the county clerk's office of the county where said association is located; and npon the same being so recorded, the persons named in the certificate first above mentioned, their associates and successors, shall become a corporate body.
SEC. 4. The officers of the association shall consist of a president, vice-president, treasurer and secretary, who shall be ex officio members of the board of directors, which shall consist of nine members, exclusive of said ex officio members. Other officers may beauthorized by the bylaws. The duties and compensation of the officers, their terms of office, the time of their election, and time of periodical meetings of the officers and shareholders shall be determined by the bylaws; except that the board of directors shall determine each year the compensation of the treasurer and serretary. Special meetings of the officers and shareholders shall be called and hell as provided by the bylaws. Each shareholder shall be entitled to one vote, at all meetings of the sharehollers, for each share owned by him or held by him as trustee not in arrears for dues. All officers shall hold office until their successors are dnly elected and assume the duties of their office. No association shall expire from neglect on its part to elect officers at the time prescribed by the bylaws.
Src. 5. The capital of said association shall consist of the accumulated savings of its members, which it holds, and shall not exceed at any time one million dollars, and shall be divided into shares of the matured valne of two hundred dollars each. The total number of shares ontstanding at any time shall not exceed ten thousand. The shares shall be issued in yearly or half-yearly series, in snch amounts in each series, and at such times as shall be determined by the bylaws of the association. No share of a prior series shall be issued after the issuing of shares in a new series. Shares which have not been pledged as a collateral security for the repayment of a loan shall be called unpledged shares. Shares that have been so pledged, shall be called pledged shares. No person shall hold more than ten unpledged shares in any one series, nor more than twenty pledged shares in one series.
Sec. 6. Savings paid to the association upon shares shall be called dues. At, or before each stated monthly or semi-monthly meeting of the board of directors each shareholder shall pay to the board or a committee thereof, one dollar dues apon each share of stock held by him until the share reaches the value of two hundred dollars, or is withdrawn, cancelled or forfeited. Payment of dues on shares of each series shall commence from its issue. The association shall have power to impose and collect a fine, not exceeding ten per cent for each month in arrears, for every dollar of dues or interest which a shareholder shali refuse or neglect to pay at the time it is due. They shall also have power to charge an entrance fee of not exceeding twenty-five cents on every share of stock issued by the association.
SEC. 7. The accumulations upon unpledged shares may be withdrawn, and the