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ment in regard to the same, such person shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be fined or imprisoned, or both, at the discretion of the court.
SEC. 2300g, (added by chapter 434, public laws of 1893). Every general agent or attorney who shall fail or refuse to perform any duty required of him by this act shall forfeit and pay to the auditor of state fifty dollars for every such refusal, to be recovered before any justice of the peace at the suit of the said auditor.
SEC. 2300h, (added by chapter 434, publie laws of 1893). Any person who shall solicit or transact any business for or concerning any association not duly licensed as in this act provided shall be guilty of a misdemeanor, and upon conviction thereof shall be fined or imprisoned, or both, in the discretion of the court.
PUBLIC LAWS OF 1893.
Every building and loan association conducting business in the state shall pay annually to the state treasurer a tax according to the paid in capital as follows: A paid in capital of two hundred thousand dollars ($200,000) or more, one hundred dollars ($100); on paid in capital of fifty thousand dollars ($50,000) and less than two hundred thousand dollars ($200,000), fifty dollars ($50); on a paid in capital of twenty-five thousand dollars ($25,000) and less than fifty thousand dollars ($50,000), twenty-five dollars ($25); on a paid in capital of five thousand dollars ($5,000) and less than twenty-five thousand dollars ($25,000), ten dollars ($10); on a paid in capital of less than five thousand dollars ($5,000), five dollars ($5): Provided, that no counties or corporation shall be allowed to add any additional tax, license or other fee. Any building and loan association which does business in this state without paying such tax shall be guilty of a misdemeanor.
SECTION 2. No building and loan association shall be required to pay any tax or license except such as are specified in the “Act to raise revenue” (chapter 294, public laws of 1893), passed at this session of the general assembly.
COMPILED LAWS OF 1887 (TERRITORIAL). SECTION 3166. At any time when ten or more persons may desire to form a building and loan association under the provisions of this act, they shall make application to the secretary of the territory in the manner prescribed by section 3175. The said secretary is hereby fully empowered to grant charters to said associations, provided that no charter granted under or by virtue of the provisions of this act shall be for a longer period than twenty years.
SEC. 3167, (as amended by chapter 40, territorial laws of 1889). The capital stock of any corporation created by this act shall be paid in at such times, amounts and places as the bylaws shall appoint; every share of stock shall be subject to a lien for the payment of unpaid instalments, and other charges incurred thereon under provisions of the charter and bylaws and the bylaws may prescribe the form and manner of enforcing such lien; new shares of stock may be issued in lieu of the shares withdrawn or forfeited, the stock may be issued in one or more successive series in such amounts as the board of directors or stockholders may determine and any stockholder wishing to withdraw from the said corporation shall have power to do so by giving thirty days notice of his or her intention to withdraw, when he or she shall be entitled to receive the amount paid in by him or her and such proportion of the profit as the bylaws may determine, less all fines and other charges; Provided
that at no time shall more than one-half the funds in the treasury of the corporation be applicable to the demands of withdrawing stockholders without the consent of the board of directors; and that no stockholder shall be entitled to withdraw whose stock is held in pledge for security. Upon the death of the stockholder bis or her legal representatives shall be entitled to receive the full amount paid in by him or her and legal interest thereon, first deducting all charges that may be due on the stock. No fines shall be charged to a deceased member's account from or after his decease, unless the legal representatives of such decedent assume the future payment on stock.
The capital stock of any building and loan association heretofore incorporated or to be incorporated may be increased or diminished and the other provisions of this act made operative and applicable to building and loan associations incorporated or to be incorporated by a two-thirds vote of the board of directors of such corporation upon publishing in two newspapers of general circulation in the county in which such association is located for two weeks notice of intention to increase capital stock and upon filing with secretary of the territory a certified copy of the minutes of the meeting of the board of directors of such association at which it was voted to increase the capital stock together with proof of publication of the notice herein. before provided for.
Sec. 3168. The number, titles, functions and compensation of the officers of any corporation created by virtue of this act, their terms of office, the times of their election, as well as the qualifications of electors, and the votes and manner of voting, and the periodical meetings of said corporation, and the manner and terms upon which loans shall be made and repaid shall be determined by the bylaws.
SEC. 3169. The said officers shall hold stated meetings at which the money in the treasury, if equal to the amount of one share of stock in such corporation shall be offered for loan in open meeting, and the stockholder who shall bid the highest premium for the preference or priority of loan shall bo entitled to receive a loan of the full amount for each share of stock held by such stockholder; Provided, that good and ample security shall be given by the borrower to secure the repayment of the loan. In case the borrower shall neglect to offer security that is approved by the board of directors by such time as the bylaws may prescribe, he or she shall be charged with ono month's interest at the rate charged by the association on loans, and a fine not to exceed one dollar per share, together with any expenses incurred, and the money shall be resold at the next stated meeting. In case of non-payment of instalments, or interest or premium by borrowing stockholder, for the space of six months, payment of principal and interest, without deducting the premium paid or interest thereon, may be enforced by proceeding on their securities according to law.
SEC. 3170. A borrower may repay a loan at any time by the payment to the corporation of the principal sum borrowed, together with interest, not to exceed twelve per cent per annum, together with such per cent of premium per annum as may have been bid for the preferences or priority of such loan and any fines or charges that may be imposed upon such stockholder at the time of such repayment; or in case the amount of premium bid for the priority of such loan be deducted in advance, and the repayment thereof is made before the expiration of the eighth year after the organization of the corporation, there shall be refunded to such borrower one-eighth of the premium paid for every year of the said eight years unexpired; Provided, that when the stock is issued in separate series, the time shall be computed from the date of the issuing of the shares of stock on which the loan was made; Provided further, that when the series of stock has a less period than eight years to complete full payment thereof, there shall be refunded only pro rata for the unexpired term of the series; And, provided further, when the bylaws of the corporation prescribe a different manner and terms upon which a loan may be repaid, then the repayment can only be made in accordance with the bylaws of such corporation.
said corporation according to the provisions of this act shall be deemed usurious; and the same may be collected as debts of like amount are now by law collected in this territory.
SEC. 3172. No corporation created under this act shall cease or expire from neglect on the part of the corporation to elect officers at the time mentioned in their charter or bylaws, and all officers elected by such corporation shall hold their offices until their successors are duly elected and qualified.
SEC. 3173. Any building or loan association incorporated by or under the provisions of this act, or any one heretofore or hereafter incorporated, accepting of the provisions of the same, is hereby authorized and empowered to purchase at any sheriff's or other judicial sale, or at any other sale, public or private, any real estate upon which such association may have or hold any mortgage, judgment, lien or other incumbrance, or in which said association may have an interest, and the real estate so purchased, or any other that such association may hold or be entitled to at the passage of this act to sell, convey, lease or mortgage at pleasure to any person or persons whatsoever, and all sales of real estate heretofore made by such association to any person or persons not members of the association so selling are hereby confirmed and made valid.
SEC. 3174. All mortgages heretofore given to the building and loan associations organized under the laws of this territory before the passage of this act or subsequent hereto, but such associations subsequently accepting the provisious hereof, be and the same are hereby declared good and valid to all intents and purposes, as though they had been made to corporations organized under the provisions of this act.
SEC. 3175. The charter of an intended corporation under the provisions of this act, must be subscribed by ten or more persons, a majority of whom must be citizens of this territory, and set forth:
1. The name of the corporation.
5. The names and residences of the subscribers, and the number of shares subscribed by each.
6. The number of its directors, and the names and residences of those who are selected as directors, and who shall hold their office until the next annual election, or until their successors are elected and qualified.
7. The amount of its capital stock, and the number and par value of its shares.
Sec. 3176. Notice of the intention to apply for any such charter shall be inserted in two newspapers of general circulation printed in the proper county for three weeks, setting forth briefly the character and object of the corporation to be formed, and the intention to make application therefor. The certificate for a corporation under the provisions of this act, shall set
forth all that is hereinbefore required to be set forth, the same shall be acknowledged by at least five of the subscribers thereto before a notary public or other officer anthorized to administer oaths, and they shall also make and subscribe an oath or affirmation before him, to be indorsed on said certificate that the statements contained therein are true. The said certificate, accompanied with proof of publication of the notice as hereinbefore provided, shall then be produced to the secretary of the territory, who shall examine the same and if he find it to be in proper form, as specified in the foregoing sections, he shall approve thereof, and indorse his approval thereon, and issue letters patent in the usual form incorporating the subscribers and their associates and successors into a body politic and corporate in deed and in law, by the manner chosen; and the said certificate shall be recorded in the office of the secretary of the territory, in a book to be by him kept for that purpose, and a certified copy of tho said certificate shall be recorded in the office of the register of deeds of the county where the principal business of the association is transacted. Certified copies of the records thereof shall be competent evidence for all purposes in the several courts of this territory.
SEC. 3177. The bylaws of every corporation created under the provisions of this act or of those accepting the provisions of the same, shall be deemed and taken as its law, subordinate to this statute. They shall bo made by the stockholders, or the board of directors, at their annual meeting or at any stated meeting of the board of directors. They shall prescribe the time and place of meeting of the corporation, the power and duty of its officials, the fines and penalties to be imposed upon delinquents and borrowers for the non-payment of dues, interest, and premiums, and such other matters as may be pertinent and necessary for the business to be transacted.
Sec. 3178. The business of every corporation created hereunder, or of those accepting the provisions of the same, shall be managed and conducted by a president, a board of directors or trustees, a secretary and treasurer, and such other officers or agents as the bylaws may provide. The direetors or trustees shall be elected annually by the stockholders or members, at the time fixed by the bylaws, and shall hold their office until others are chosen and qualified in their stead; the manner of such choice, and of the choice or appointment of all other agents or officers, shall be prescribed by the bylaws. The number of directors or trustees shall not be less than five, one of whom shall be chosen president by the directors, or by the members of the corporation, as the bylaws may direct; the members of said corporation may, at a meeting called for that purpose, determine, fix or change the number of directors or trustees that shall thereafter govern its officers, and a majority of the whole number of such directors or trustees shall be necessary to constitute a quorum. The treasurer shall give bond in such sum, and with such suretics as shall be required by the bylaws, for the faithful discharge of his duties, and he shall keep the moneys of the corporation in a separate bank account, to his credit as treasurer, and if he shall neglect or refuso so to do, he shall be liable to a penalty of fifty dollars for every day he should fail so to do, to be recovered at the suit of any informer in an action of debt.
Sec. 3179. The directors of such corporation shall procure certificates or evidences of stock, and shall deliver them signed by the president and secretary and scaled with the common seal of the corporation to each person or party entitled to receive tho sanie according to the number of shares by him, her or them respectively held, which certificate or evidence of stock shall be transferable at the pleasure of the holder in person or by attorney duly authorized as the bylaws may prescribe, subject, however, to all payments due or to become due thereon, and the assignee or party to whom the same shall have been so transferred shall be a member of said corporation, and have and enjoy all the immunities, privileges and franchises, and be subject to all tho liabilities, conditions and penalties incident thereto, in the same manner as the original subscriber or holder would have been, but no certificate shall be transferred so long as the holder is indebted to said company, unless the board of directors shall consent thereto.
SEC. 3180. No person acting as judge or officer for holding an election for any sneh corporation shall enter upon the duties of his appointment until he take and subscribe an oath or affirmation before a notary public or other person qualified by law to administer oaths, that he will discharge the duties of his office with fidelity, that he will not receive any vote but such as he really belieres to be legal, and if any such judge or officer shall knowingly or wilfully violate his oath or affirmation he shall be subject to all the penalties imposed by law upon the officers of the general election of this territory for violating their duties, and shall be proceeded against in like manner and with like effect.
SEC. 3181. In case of the death, removal or resignation of the president, or any of the directors, secretary, treasurer or other officer of such company, the remaining directors may supply the vacancy thus created until the next general election.
SEC. 3182. It shall be lawful for any building and loan association now incorpo
act, or that may hereafter be incorporated, in addition to dues and interest to charge and receive the premiums or bonus bid by a stockholder for preference or priority of right to a loan in periodical instalments, and such premium or bonus so paid in instalments shall not be deemed usurious, but shall be taken to be a payment as it falls due, in contradistinction to a premiuin charged and paid in advance, in so far as said premium or bonus so charged and paid, in addition to dues and interest, shall be in excess of two dollars for caeh periodical payment, the same shall be lawful, any law, usage or custom to the contrary notwithstanding; Provided, that tho certificate of incorporation of each association hereafter to be incorporated, and the certificate provided in section 3184, for those heretofore incorporated, shall set forth whether the premium or bonus bid for the prior rights to a loan shall be deducted therefrom in advance or paid in periodical instalments.
SEC. 3183. The bylaws of such association may provide for the voluntary withdrawal and cancellation at or before maturity of shares of stock not borrowed on; Prorided, that such withdrawal and cancellation shall be pro rata among the shares of the same series of stock; And provided, further, that not less than twelve per cent per annum shall be credited and allowed to each share so withdrawn and cancelled.
Sec. 3184. Any building and loan association heretofore or hereafter incorporated under the provisions of any law of the territory shall be entitled to all the privileges and immunities, franchises and powers, conferred by this article upon filing with the secretary of the territory a certificate to be by him recorded as provided in section 3176 of their acceptance of the same, in writing under the duly authenticated seal of the said association, which certificate shall also prescribe their mode or plan of charging premiums or bonus for priority of loan as set forth in section 3182, and upon such acceptance and approval thereof by the secretary of the territory he shall issue his certificate to said corporation reciting the same.
SEC. 3185. Any company heretofore incorporated under any general law of this territory, or by virtue of any special charter heretofore granted by the legislature thereof, incorporating any company for the purpose of doing a banking, loan or other business provided for in chapter 3 of title 2 (part 3, division second] of the civil code of this territory, relative to private corporations; or any building and loan association heretoforo incorporated, and having accepted the provisions of article 16 of said chapter, as therein provided, shall be entitled to all the privileges, immunities, franchises and powers mentioned in said chapter 3, and the privileges, immunities and powers recited in said article 16, upon filing with the secretary of the territory a certificate to be by him recorded, which certificate shall be under the duly authenticated seal of such corporation, and shall set forth such corporation's acceptance of the provisions of an act entitled, “ An act to amend section 384 [section 2902 of this compilation] of chapter 3 of the civil code," approved February 7, 1887.
Sec. 3186. Upon the acceptance and approval of said certificate, by the secretary of the territory, such corporation shall thenceforth be entitled to all the privileges, immunities, franchises and powers conferred by said act to amend section 384 [2902 of this compilation] of chapter 3 of the civil code, approved February 7, 1887, in the saine manner as if incorporated under the provisions thercof.
SEC. 3187. And it is further provided, that all the acts of such incorporations previously done under and by virtue of their then existing charters shall be and are hereby ratified and made legal.
SEC. 3188. Any corporation existing at the passage of this act, formed under the laws of this territory, may elect to continue its existence under the provisions of this chapter applicable thereto, and it may, at any time thereafter, make such choice or election, at any meeting of the stockholders or meinbers, or at any meeting called by the directors or trustees expressiy for considering the subject, if voted for by stockholders representing a majority of the capital stock, or by a majority of its members; or it may be made by the directors or trustees upon the written consent of