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If a cooperative loan association, or a building and mutual loan corporation, such report shall be made annually on or before February first in each year, and shall contain a statement of its condition on the first day of January preceding. The superintendent may, for good cause shown, extend the time for making any such report not exceeding thirty days.

Every such report shall be verified by the oath of the president and cashier or treasurer of such corporation

to the effect that the same is true and correct in all respects, and that the usual business of such corporation

has been transacted at the location required by this chapter, and not elsewhere.

SEC. 21. * * * Every (building and mutual loan corporation, and cooperatire loan association]

subject to the provisions of this chapter which shall fail to make such report within the time herein required, or to include therein any matter required by the superintendent to bo stated, shall forfcit to the people the sum of ten dollars for every day for which such report shall be delayed or withheld, and for every day that any such omitted matter may remain unreported.

The moneys forfeited by this section, when recovered, shall be paid into the state treasury to be used to defray the miscellaneous expenses of the department. If any corporation

shall fail to make two successivo reports as herein required, every such corporation shall forfeit its charter, ** and every such corporation

may be proceeded against and the affairs of such corporation closed

in the same manner as an insolvent corporation proceeded against. In case of the failure of any corporation

to make any roport required of him [it] by law, the superintendent shall immediately causo the books, papers and affairs of such corporation

to be examined as directed by section eight of this chapter.

Sec. 22. Within thirty days after any such report shall be made, the superintendent shall * publish a summary statement thereof in a paper at Albany in which notices by state officers are required by law to be published, and tho separate report of each corporation

shall be published by such corporation in at least one newspaper of the place where its principal place of business is located, if there be one; if not then in the newspaper published ncarest where the bank is located. Such summary statement shall contain the items of capital, circulation, if any, and deposits, specio, and cash items, public securities and private securities and such other matters as may be necessary to inform tho public as to the financial condition and solvency of any such corporation

or which the superintendent may deem proper to include therein.

Sec. 23. The superintendent shall report annually to the legislature, at the commencement of its first session: 1. A summary of the state and condition of every corporation

required to report to him and from which reports have been received tho preceding year, at the several dates to which such reports refer, with an abstract of the whole amount of capital returned by them, the whole amount of their debts and liabilitics, specifying particularly

the total amount of means and resources, specifying such other information in relation to such corporations judgment, may be useful. Such corporations shall be divided into classes so as to correspond with the designations thereof in section two of this chapter. 2. A statement of all

corporations

authorized by him to do business during the previous year, with their names and locations and dates of incorporation, and particularly designating such as liave commenced business during the year.

Such report shall be made by or before the last day of the year, and the usual number of copies for the use of the legislature shall be printed and in readiness for distribution by the printer employed to print legislative documents, and one thousand

H. Ex. 209_41

as, in his

copies shall be printed for the use of the department, the expense of which shall be charged among the general expenses of the department.

Such report may be divided into parts, and the part or parts containing the reports of corporations other than banks may be made on or before the first day of March in each year.

Sec. 26. Interest unpaid, although due or accrued on debts owing to the corporation

shall not be included in the calculation of its profits previous to : dividend.

The surplus profits, from which alone a dividend can be made, shall be ascertained by charging in the account of profit and loss and deducting from the actual profits:

1. All expenses paid or incurred, both ordinary and extraordinary, attending the management of its affairs and transaction of its business.

2. The interest paid, or then due and accrued, on debts owing by it.

3. All losses sustained by it. In the computation of such losses, all debts owing to it, shall be included which shall have remained due, without prosecution, and upon which no interest shall have been paid for more than one year, or on which judgment shall hare been recovered that shall have remained for more than two years unsatisfied, and on which no interest shall have been paid during that period. SEC. 27. All losses sustained by any corporation

subject to this chapter, in excess of its undivided profits then realized and possessed, shall be charged as a reduction of its capital stock, and no dividend shall thereafter be made on its shares of stock until the deficit of capital so created shall be made good, either by the recovery of the moneys charged as lost or from the subsequently aceruing profits of tho corporation.

Sec. 29. Any corporation * * to which this chapter is applicable may make application to the superintendent of banks for leave to change its place of business to another place in the same or an adjoining county. Notice of intention to make such application, signed by the two principal officers of the corporation shall be published once a week for four weeks in a newspaper published in the city of Albany and in a newspaper published in the county in which such place of business is located, to be designated by the superintendent of banks. The application shall state the reasons for such proposed change, and be signed by a majority of the board of directors of the corporation and be accompanied by the written assent thereto of at least two-thirds in amount of the stockholdors of the corporation

If the superintendent shall be satisfied that there is no reasonable objection to such change of location, he shall make a certificate authorizing such change, which shall be filed in the office of the superintendent, and a certified copy thereof with the clerk of the county in which the place of business of the corporation located, and with the clerk of the county to which its place of business is changed, if in another county, and published once in each week for four suceessive reeks in the newspapers in which the notice of application was published.

When the requirements of this section shall have been fully complied with, the corporation

may, upon or after the day specified in the certificate, remove its property and effects to the location designated in the certificate; and thereafter its solo business location shall be the location so specified; and it shall have all the rights and powers in such new location to which it was entitled at its former location; but no such change of location shall in any manner lessen or impair any liability of the corporation

incurred or existing at the time such change was made

SEC. 30. No corporation to which this charter [chapter] is applicable shall be incorporated hereunder, or transact any business in this state other than such as relates to its formation, without the written approval of the superintendent of banks and without his written certificate stating that it has complied with the pro

ized to transact within this state the business specified therein, and that such business can be safely intrusted to it; which certificate shall be recorded in the office of the superintendent in a book to be kept by him for that purpose and a certified copy thereof filed in the office of the clerk of the county where the corporation is to have its principal bnsiness office.

Sec. 31. No foreign corporation incorporated for the purpose of carrying on the basiness specified in articles five [and] six [building and mutual loan corporations, and cooperative loan associations]

of this chapter shall transact business in this state without the written permission of the superintendent of banks and a written certificate from him stating that such corporation has complied with all of the provisions of this chapter applicable to it and with all the requirements of law, and that it is anthorized to transact the business within this stato specified therein and that such business may be safely intrusted to it. Such permission and certificate shall continue in force only for the period of one year from the date thereof, but may be renewed by the superintendent from time to time for a like period if satisfied that the corporation has complied with all of the provisions of this chapter and with the requirements of law and that such business can be safely intrusted to it.

Sec. 32. No foreign corporation, company or association, to which this chapter is applicable, shall transact any business in this state until it has executed and filed with the superintendent of banks a written instrument appointing such superintendent its trne and lawful attorney, upon whom all process in any action or proceeding by any resident of the state against it may be served with the same effect as if it existed in this state and had been lawfully served with process therein. Service in favor of a resident of this state upon such attorney shall be deemed a personal service upon such corporation, company or association. The superintendent of banks shall forth with forward a copy of every process served upon him under the provisions of this section by mail, prepared (prepaid) and directed to the secretary of such corporation, company or association at its last known post office address. For each copy of process the superintendent shall collect the sum of two doilars which shall be paid by the plaintiff or moving party at the time of such service to be recovered by him as a part of his taxable disbursements if he succeeds in the suit or proceeding. The term process in this section includes any writ, summons, petition or order whereby any suit, action or proceeding shall be commenced by a resident of the state.

SEC. 33. If it is made to appear upon application of any creditor or shareholder in any such corporation, company or association, residing in this state that the funds on deposit with the superintendent of banks are insufficient to pay in full the cred. itors and shareholders residing in this state, or that it is insolvent, or has suspended business, or that insolvency or bankruptcy proceedings have been taken against it either voluntarily or involuntarily, the supreme court may, upon duo notice to the attorney general, and upon such notice to the corporation, company or association as the court shall prescribe, appoint a receiver of such funds; and pending such application, the court or any judge thereof may enjoin the commencement or prosecution of any other action or proceeding against such corporation, company or association. Upon the qualification of such receiver, the superintendent of banks shall pay over to him the funds remaining in his hands less any charges which he may have against the same, and the receiver shall distribute such funds among the creditors and shareholders of the corporation, company or association residing in this state in the manner prescribed by law for the payment of creditors in the case of voluntary dissolution of a corporation.

SEC. 170. Nine or more persons may become a corporation for the purpose of accumulating a fund for the purchase of real property, 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 property, making improvements thereon, and removing incumbrances therefrom, and for accumulating a fund to be returned to its

members, who do not obtain such advances, when its funds shall amount to a certain sum per share, to be specified in the certificate of incorporation, or for all or any of such purposes; by making, acknowledging and filing a certificate of incorporation, setting forth:

1. The name of the corporation.
2. The location of its principal business office.

3. When its regular meetings shall be held and how special meetings may be called.

4. What shall be a quorum to transact business at its meetings. 5. How members shall be admitted and their qualifications.

6. What officers, directors or attorneys of the corporation there shall be and how and when chosen.

7. The duties of such officers, directors or attorneys and how removed or suspended from office.

8. The names of the persons who shall be such officers and directors for its first year, and until others are chosen or appointed in their places.

9. The entrance fee of new members and new shares.
10. The amount of each share.
11. The monthly or weekly dues per share.
12. The redemption fee on shares on which advances shall be made.
13. The fees to be paid on the transfer of shares.

14. The penalties for non-payment of dues or fees, or other violations of the provisions of the certificate.

15. The manner of redemption of shares by advances made thereon.

16. The mortgage security to be taken on such advances and how the same may be changed.

17. The manner of the transfer or withdrawal of shares.
18. The manner of investing funds not required for advances on shares.
19. Tho qualification of voters at its meetings and the mode of voting..
20. The ultimate amount to be paid to the owners of unredeemed shares.
21. The manner of altering or amending the certificate of incorporation.

22. Such other provisions not inconsistent with law as shall be necessary for the convenient and effective transaction of its business.

Such certificate must be approved by the superintendent of banks and filed in the office of the clerk of the county in which such corporation shall have its principal business office, and a certified copy thereof shall bo filed in the office of the superintendent of banks. Thereupon the persons who have subscribed such certificate and such other persons as shall become members of the corporation, and their successors shall be a corporation by the name specified in such certificate.

SEC. 171. The directors of every such corporation may call in and demand from the members and stockholders thereof, all sums of money by them subscribed, at such times and in such payments or instalments as the certificate of incorporation 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 member or stockholder within sixty days after a personal demand made or notice requiring such payment shall have been published for six successive weeks in the newspaper nearest to the principal place of business of the corporation.

Every such corporation shall havo power to borrow money for temporary purposes not inconsistent with the objects of its organization, but no such loan shall have a longer duration, than two years, nor shall its indebtedness for money so borrowed exceed at any one time one-fourth of the aggregate amount of its shares and parts of shares and the income thereof actually paid in and received.

No loan made by any such corporation to any of its members or stockholders shall exceed in amount the par value of the capital stock for which such member or stock

Sec. 172. Parents and guardians may take and hold shares in such corporation in behalf and for the use of their minor children or wards, if tho cost of such shares be defrayed from the personal carnings of such minor children or wards, or by gifts from persons other than their parents.

Sec. 173. Dividends declared from the earnings of the corporation shall be payable in such manner as may be provided in the certificate of incorporation.

No holder of redeemed shares shall claim to be exempt from making the monthly or other stated payments provided in the certificate of incorporation on the ground that by reason of losses or otherwise, the corporation 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 non-payment of dues or fees or other violation of the certificate of incorporation, nor the making of any monthly payment required by the certificate of incorporation, or of any premiums for loans made to members be deemed a violation of the provisions of any statute against usury.

Sec. 174. All the stockholders of any such corporation shall be individually liable to the creditors to an amount equal to the amount of stock held by them respectively for all debts contracted by it. The directors or other officers of every such corporation shall be personally liable for any fraudulent use, disposition or investment of any moneys or property belonging to it, or for any loss which shall be incurred by any investment made by any such directors or officers, other than such as are mentioned in and anthorized by this article; but no director or other officer shall be so liable unless he authorized, sanctioned, approved of or made such fraudulent use, disposition or investment.

The shares held by the members and stockholders of overy such corporation shall bo exempt from sale on execution for debt to an extent not exceeding six hundred dollars in such sbares at their par value.

Sec. 175. Any existing corporation formed solely for the purposes mentioned in this article, or any of them, may, by a vote of the persons holding a majority of the voting shares of stock of such corporation at any regular meeting after this article shall take effect, become entitled to the benefit of this article on complying with section 170 of this chapter, or such portions thereof as have not been previously complied with.

Sec. 180. Fifteen or more persons may become a corporation for the purpose of encouraging industry, frugality, home building and savings among its members, the accumulation of savings, the loaning of such savings to its members, and the repayment to each member of his savings when they havo accumulated to a certain sum, or at any time when he shall desire the same, or the corporation shall desire to repay the same, or for any or all of such purposes, by making, acknowledging and filing a certificate stating the name of the corporation, which shall contain as a part thereof the words “cooperative savings and loan association,” the purpose or purposes for which it is formed, the town, city or village where its principal placo of business is located within this state and the minimum number of shares of stock it shall have outstanding at any one time.

Such certificate must be approved by the superintendent of banks and filed and recorded in his office, and a certified copy thereof filed in the office of the clerk of the county where its principal business office is to be located, and upon the filing of such certificate and the certified copy thercof, the persons named therein, their associates and successors, shall become and be a corporation by the name specified therein.

SEC. 181. The officers of the corporation shall be 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 such ex oficio members, and such other officers as may be authorized by the bylaws. Bylaws shall be adopted prescribing the terms of office, duties and compensation of the officers, the time of their elec

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