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. The 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 be 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 have 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 excced 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 the 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 authorized 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 every such corporation 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. 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 have 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 place 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 thereof, 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 officio 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

tion and of periodical meetings of the officers and shareholders, how special meetings may be called, regulating the due conduct of the business of the corporation, defining the duties of its officers and committees, the mode of determining and declaring the withdrawing value of shares, and making such other regulations in regard to the transaction of the business of the corporation as are not inconsistent with law.

The board of directors shall each year determine the compensation of the treasurer and secretary, and they may appoint and remove at pleasure an attorney for the corporation.

SEC. 182. The capital of every such corporation 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 value of two hundred dollars each.

The total number of shares outstanding at any time shall not exceed ten thousand. The shares shall be issued in yearly or half-yearly series in such amounts in each series and at such times as shall be prescribed by the bylaws. No shares 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 which have been so pledged shall be called pledged shares. No person shall hold more than ten unpledged or twenty pledged shares in any one series. Each shareholder shall be entitled to one vote at all meetings of the shareholders for each share owned by him or held by him as trustee, not in arrears for dues.

SEC. 183. Savings paid to the corporation 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 upon 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. Fines may be imposed and collected, not exceeding ten per cent for each month in arrears, for every dollar of dues or interest which a shareholder shall refuse or neglect to pay at the time it is due. An entrance fee may also be charged not exceeding twenty-five cents on every share of stock issued by the corporation.

SEC. 184. The accumulations upon unpledged shares may be withdrawn, and the shares cancelled, after one month's written notice of such intention filed with the secretary at or before a stated monthly meeting of the board.

If filed before such meeting, the one month's notice shall not be deemed to have commenced until the first regular meeting after filing. The withdrawing shareholder shall be paid the amount of the withdrawal value of his accumulations as determined under the bylaws at the last distribution of profits before the notice of withdrawal, together with all dues paid since such distribution, and such interest on the value of the shares at the time of the last distribution and on the dues thereafter paid as the bylaws shall determine, less any fines unpaid and a proportionate share of any unadjusted loss; but not more than one-half of the receipts of the corporation, and when the corporation is indebted on matured shares not more than one-third of such receipts, shall be applicable to the payment of withdrawing shareholders without the consent of the board of directors. When the demands of ithdrawing shareholders exceed the moneys applicable to their payment, they shall be paid in the order in which their notices of withdrawal were filed with the secretary. The board of directors may in their discretion, under rules made by them, retire the unpledged shares of any series at any time after four years from the date of their issue by enforcing withdrawals of the same; but the shareholders whose shares are to be retired shall be determined by lot, and they shall be paid the full value of their shares, less all fines and proportionate part of any unadjusted loss.

hundred dollars, all payment of dues thereon shall cease, and the holder thereof shall be paid out of the funds of the corporation, two hundred dollars therefor, with such rate of interest as shall be determined by the bylaws from the time the board of directors shall have declared such shares to be matured until paid; but at no time shall more than one-third of the receipts of the corporation be applicable to the payment of matured shares without the consent of the board of directors. The order of the payment of matured shares shall be determined by the board of directors. SEC. 186. At each monthly stated meeting, immediately following the receipt of dues and interest, the board of directors shall offer to members of the corporation desiring to borrow, all accumulations applicable to that purpose, in sums of two hundred dollars, the value of a matured share, or a multiple thereof, or the fractional parts of one-fourth or one-half thereof. If more than one member desires to borrow, the right to the loan shall be determined by an open bidding of a premium por share, and the member bidding the highest premium shall be entitled to the loan upon giving proper security; and the amount of the premium paid shall be deducted from the sum loaned at the time of loaning, and the receipt thereof shall not be deemed a violation of the usury laws. No member can borrow a larger sum than shall be equal to the matured value of the shares held by him. A borrowing member, for each share or fractional part thereof borrowed upon, shall, in addition to the dues on his shares, pay monthly interest on his loan at the rate of six per cent per annum, or such lower rate as the bylaws shall name, until the shares borrowed upon reach the matured value of two hundred dollars each, or the loan is repaid; and when such matured value is reached, the loan upon it shall be paid out of the share, and the proper surrender and acquittances be made.

SEC. 187. Every loan made shall be secured by a bond and a first mortgage upon unincumbered real property, with a transfer and pledge to the corporation of the shares borrowed upon, and all accumulations that have or shall accrue thereon; but in lieu of the mortgage the borrower, or another, may transfer and pledge to the corporation for the payment of the loan, unpledged shares, the withdrawal value of which, under the bylaws, at the time of such borrowing, shall exceed the amount borrowed and interest thereon for six months. The right to the loan shall be forfeited if the borrower neglects to offer security satisfactory to the board of directors within the time provided by the bylaws, and he shall be charged with one month's interest and all necessary expenses incurred, if any, under the bylaws, in reference to his proposed loan. All bonds and mortgages given to the corporation shall be deemed conditioned upon the performance of the provisions of this chapter relating to the repayment of loans and interest thereon, and the bylaws of the corporation, although not fully expressed therein. A borrower may repay the loan and all arrears of interest and fines thereon, or one share thereof, at any stated monthly meeting, or at any other time, but when not made at a stated mecting he shall pay interest up to the first monthly meeting after such payment. He may repay his loan in full and release the shares from liability upon the pledge thereof, or he may, by a proper notice and direction as to the application have the withdrawal value of the shares borrowed upon applied in payment or part payment of his loan.

SEC. 188. When any member shall be six months in arrears in the payment of dues upon unpledged shares, the secretary shall give him notice thereof in writing, and a statement of his arrearages by mailing the same to him at the last post office address given by him to the corporation, and if he shall not pay the same on or before the second stated monthly meeting thereafter, the board of directors may, at their discretion, declare his shares forfeited; and at the time of such forfeiture, the withdrawal value thereof shall be determined and stated, and the defaulting member shall be entitled to withdraw the same without interest within one year, upon such notice as shall be required of a withdrawing shareholder. If a borrowing member shall be six months in arrears in the payment of his dues and interest, or either, the whole loan shall become due at the option of the board of directors, and

they may proceed to enforce the collection upon the securities held by the corporation. The withdrawal value at the time of the commencement of the action of all shares pledged as collateral security for the loan shall be applied upon the loan and arrearages of interest and fines thereon, and the shares deemed surrendered to the corporation.

SEC. 189. Any such corporation may purchase at any sale, public or private, any real property upon which it may have a mortgage, judgment, lien or any other incumbrance, or in which it may have any interest, and may sell, convey, lease or mortgage the same at pleasure to any person or persons. It may also borrow money, but not for a longer period than one year, for the purpose of making loans or paying withdrawals, not exceeding two thousand dollars, when its accumulated capital is less than ten thousand dollars; and not exceeding six thousand dollars when its accumulated capital shall be ten thousand dollars and over, and not more than sixty thousand dollars; and if its accumulated capital exceeds sixty thousand dollars, it may borrow money for such purposes not exceeding ten per cent of its accumulated capital.

If any such corporation has a surplus in its treasury for which there is no demand for loans, withdrawing shareholders or matured stock, it may loan the same to any other corporation organized under the provisions of this article, subject to the provisions of this section on the part of the borrowing corporation. No corporation shall borrow or make loans authorized by this section except by a two-thirds vote of its board of directors, which shall be recorded by ayes and nays in its regular minutes.

SEC. 190. Profits and losses shall be distributed at least annually and always before issuing a new series of stock to all shares in all series outstanding at the time of such distribution, in proportion to their holding value as distinguished from their withdrawing value, except that, in addition thereto, a distribution of not exceeding the amount of the entrance fee, in the discretion of the board of directors, may be made to each share outstanding in the last series issued prior to the distribution. At each periodical distribution of profits, the board of directors may reserve and carry as undistributed profits, in the nature of a guaranty fund, any sum from the net profits that in their discretion seems wise, to be applied upon any future losses that may occur from any cause whatever.

SEC. 191. Any person of full age and sound mind may become a member of the corporation by taking one or more shares therein and subscribing the bylaws, and annexing to his signature his post office address; and when he desires his post office address changed, he shall give written notice thereof to the secretary of the corpora tion; and for the purpose of giving any member notice by mail, the last post office address given by him shall be deemed the proper one. A minor may hold shares in the name of a parent, guardian or next friend as trustee for him.

No transfer of shares shall be binding upon the corporation until the same has been made upon its books; and the transferee thereof shall take the same charged with all the liabilities and conditions attaching thereto in the hands of the person transferring the same; and the corporation may require a transfer fee not exceeding twenty-five cents per share.

All accumulations upon shares held by any person shall be exempt from execution and proceedings supplementary thereto to the amount of six hundred dollars; and the corporation shall be deemed an institution for savings and not taxable under any corporation tax law, which shall exempt savings banks or institutions for savings from taxation; and no such corporation shall be liable to pay any tax upon its organization or as a condition thereof.