lating and loaning funds to its members, no fines or charges assessed under the bylaws of such corporation, shall be deemed usurious or subject to the provisions of chapter 2, sections 1732 to 1739, of the compiled laws of the territory of New Mexico, and all such interest and premium incorporated in notes given to such corporation, and all fines and charges assessed against its members in accordance with its bylaws, may be collected according to law.

SEC. 11, (added by chapter 108, laws of 1889). The secretary of every association incorporated or doing business with [within] this territory shall, within twenty days after the close of each fiscal year of such association, file with the secretary of the territory of New Mexico a statement under oath of the receipts and expendi tures of such association for such year its assets and liabilities, the number of shares of its capital stock issued, withdrawn and in force in each series of stock during such year, also the number of shares of stock loaned upon each series of stock. Such statement shall also be verified under oath by at least three members of such association not officers thereof.

SEC. 12, (added by chapter 108, laws of 1889). It shall be the duty of the secretary of the territory whenever five or more stockholders of any such association request in a statement of facts, made and sworn to by the same, or whenever he shall deem it expedient so to do in person or by one or more persons to be appointed by him for that purpose, not officers or agents of or in any manner interested in any such association doing business in this territory, except as stockholders, to examine into the affairs of any such association incorporated in this territory or doing business by its agents in this territory, and it shall be the duty of the officers or agents of any such association doing business in this territory to cause their books to be opened for the inspection of the secretary of the territory or the person or persons so appointed, and otherwise facilitate such examination so far as it may be in their power to do; and for that purpose the secretary, or person or persons so appointed by him, shall have the power to examine under oath the officers and agents of such association relative to the business of any such association; and when the secretary of the territory shall deem it for the best interests of the public so to do he shall publish the result of any such investigation in one or more newspapers of general circulation published in this territory, and annually on or before the first day of January in each year the secretary of the territory shall report to the governor the financial condition of all such associations doing business in this territory; Provided, that said association shall not be subject to any expense in any manner by reason of such examination or publication.

SEC. 13, (added by chapter 108, laws of 1889). And whenever it shall appear to the said secretary of the territory, from such examination, that the assets of such association, incorporated or doing business in this state [territory], are insufficient to justify the continuance in business of any such association, he shall communicate the fact to the attorney general, whose duty it shall then become to apply to the district court of the county in which the principal office of said association shall be located for an order requiring it to show cause why the business of such association shall not be closed, and the court shall thereupon proceed to hear the allegations and proofs of the respective parties, either in open court or upon a reference to a master in chancery, and in case it shall appear to the satisfaction of the said courts that the assets and funds of said association are not sufficient as aforesaid, or that the interest of the public requires, the said court shall decree a dissolution of the said association and a distribution of its effects.

SEC. 14, (added by chapter 108, laws of 1889). Any such association may allow reasonable compensation to its auditing committees for their services as such, and may, for the legitimate purposes of such association, on a vote of a majority of

NEW YORK.

REVISED STATUTES OF 1881, SEVENTH EDITION.

(PAGES 1762-1765.)

CHAPTER 122, LAWS OF 1851.

SECTION 1. Any number of persons not less than nine, may associate and form an incorporated company for the purpose of accumulating a fund for the purchase of real estate, the erection of buildings, or the making of other improvements on lands, or to pay off incumbrances thereon, or to aid its members in acquiring real estate, making improvements thereon, and removing incumbrances therefrom; and for the further purpose of accumulating a fund to be returned to its members, who do not obtain advances as above mentioned, when the funds of such association shall amount to a certain sum per share, to be specified in the articles of association.

SEC. 2. Such persons shall severally subscribe articles of association, in which shall be set forth the name of the corporation, the time of its regular meetings, and how special meetings may be called, and what shall constitute a quorum to transact business at meetings; the qualification of members and how constituted; what officers, trustees and attorney there shall be, and how and when chosen, and their duties, and how removed or suspended from office; the entrance fee of new members and new shares, the monthly or weekly dues per share, the redemption fee on shares on which advances shall be made, and fees to be paid on the transfer of shares; the fines and penalties for non-payment of dues or fees, or other violation of the articles of association; the manner of redemption of shares by advances made thereon, the mortgaged security to be taken on such advances, and how the same may be redeemed or changed; the manner of the transfer or withdrawal of shares; the manner of investing funds not required for advances on shares; the qualifications of voters at the meetings, and the mode of voting; the ultimate amount to be paid to the owners of unredeemed shares; the manner of altering or amending the articles of association, and such other provisions as shall be necessary for the convenient and effective transaction of the business thereof; provided that the same shall not in any respect contravene the constitution or laws of this state.

SEC. 3. A true copy of such article, signed by the officers of the association, together with a statement showing when the association was organized, and the place of the transaction of its business, and the names of the officers and trustees at the time of the making of such statement, which shall be verified by oath or affirmation before any officer authorized to take affidavits, to be used in courts of justice, shall be filed in the office of the clerk of the county in which such association shall transact its business; and thereupon the persons who have subscribed the articles of association as aforesaid, and such other persons as shall become members of such association, and their successors, shall be a body corporate by the name specified in such articles of association, and shall possess the powers and privileges, and be subject to the provisions of title third of chapter eighteen of the first part of the Revised Statutes, so far as those provisions are consistent with the provisions of this act, and they shall by their corporate name, be capable in law of purchasing, holding and conveying any real and personal estate whatever, which may be necessary to enable said company to carry on their operation named in such certificate. SEC. 4. It shall be lawful for the trustees to call in and demand from the stockholders, respectively, all such sums of money by them subscribed, at such times and in such payments or instalments as the articles of association shall prescribe, under the penalty of forfeiting the shares of stock subscribed for, and all previous payments made thereon, if payment shall not be made by the stockholder within sixty days after a personal demand or notice requiring such payment shall have been pubH. Ex. 209———40

lished for six successive weeks in the newspaper nearest to the place where the business of the company shall be carried on as aforesaid.

SEC. 5. All corporations formed under this act shall have power to borrow money for temporary purposes not inconsistent with the objects of their organization; but no loan for such purposes shall have a longer duration than two years, nor shall such indebtedness exceed at any one time one-fourth of the aggregate amount of the shares and parts of shares, and 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 use of their minor children or wards, provided the cost of such shares be defrayed 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 formed under the provisions of this act may, from time to time, declare dividends from the earnings of the association, payable in such 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 trus tees 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 from making the monthly or other stated payments provided in the articles of association, upon 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 use 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 fraud 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 misdemeanor, punishable by fine or imprisonment, or both, in the discre

SEC. 19. 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, then in any two newspapers published nearest snch 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 association, to an amount 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 formed 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 any investment made by sach directors or other officers, other than such as are mentioned in and anthorized by this act; but no director or other officer of any such association shall be liable as aforesaid, except he authorized, sanctioned, approved or made such fraudulent use, disposition or investment as aforesaid.

SEC. 12. No person 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 pledging such stock shall be considered as holling the same, and 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 like manner, and to the same extent as the testator or intestate, or the ward or person interested in such trust fund would have been if he had been living and competent to act, and hold the same stock in his own name.

SEC. 13. Every such executor, administrator, guardian 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 pledge his stock as aforesaid, may, nevertheless, represent the same at all such meetings, and may 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 hold an election for trustees, in such manner as shall be provided for by the said bylaws; and all acts of trustees shall be valid and binding as against such company, until their successors shall be elected.

SEC. 15. The legislature may at any time alter, ameud, or repeal this act, or may annal or repeal any incorporation formed 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 diminish 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 exceed 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 exceed 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 amount 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 preceding section of this act, stockholders shall appear in person or by proxy, in numbers 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 certificate 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 increased 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 value.

SEC. 20. No loan made by any such association to any of its members may exceed in amount 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 deputy, 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