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 be 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 directors 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 refuse 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 sealed with the common seal of the corporation to each person or party entitled to receive the same 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 the 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 such 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 believes 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 premium 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 each periodical payment, the same shall be lawful, any law, usage or custom to the contrary notwithstanding; Provided, that the 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; Provided, 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 heretofore 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 same 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 members, or at any meeting called by the directors or trustees expressly 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

that number of such stockholders or members. A certificate of the action of the directors or trustees, signed by them and their secretary, with the seal of the corporation, when the election is made upon such written consent, or, a certificate of the proceedings of the meeting of the stockholders or members, when such election is so made, signed by the chairman and secretary of the meeting, and a majority of the directors and trustees, must be filed in the office of the secretary of the territory, and thereafter the corporation shall continue its existence under the provisions of this chapter which are applicable thereto, and shall possess all the rights and powers, and be subject to all the obligations, restrictions and limitations prescribed thereby. SEC. 3190. No corporation created or organized under the laws of any other state or territory shall transact any business within this territory, or acquire, hold, and dispose of property, real, personal or mixed, within this territory, until such corporation shall have filed in the office of the secretary of the territory, a duly authenticated copy of its charter or articles of incorporation, and shall have complied with the provisions of this article; Provided, that the provisions of this act shall not apply to corporations or associations created for religious or charitable purposes solely.

SEC. 3191. Such charter or articles of incorporation shall be recorded in a book to be kept by the secretary of this territory for that purpose.

SEC. 3192. Such corporation shall appoint an agent, who shall reside at some accessible point in this territory, in the county where the principal business of said corporation shall be carried on, duly authorized to accept service of process, and upon whom service of process may be made in any action in which said corporation may be a party; and service upon such agent shall be taken and held as due service upon such corporation. A duly authenticated copy of the appointment or commission of such agent shall be filed and recorded in the office of the secretary of the territory and register of deeds of the county where said agent resides, and a certified copy thereof by the secretary or register of deeds shall be conclusive evidence of the appointment and authority of such agent.

TERRITORIAL ACTS OF 1889.

CHAPTER 40.

SECTION 1. Any building and loan association or corporation incorporated or to be incorporated under and by virtue of the laws of the territory of Dakota that wishes to extend its business outside of and beyond the boundaries of the said territory of Dakota may do so upon complying with the provisions of this act.

SEC. 2. Such corporation or association shall insert in its articles of incorporation a statement of its intention to do business within and without the territory of Dakota, or it shall amend its articles of incorporation by adding such a statement to them.

SEC. 3. Such corporation shall have a board of directors of not less than five nor more than thirteen, who shall constitute the managing board of such corporation for all series issued.

SEC. 4. Such corporation may in its bylaws fix a per cent premium at less than which it will not be obliged to accept loans.

SEC. 5. Not less than 83 per cent of all monthly dues collected from members of said corporation shall be put into a fund to be known as the loan fund, no part of which shall be used by said company for the purpose of paying its expenses or the expense of carrying on its business, excepting interest, taxes and insurance.

SEC. 6. Any such corporation which may hereafter be incorporated shall designate a national bank as its treasurer and shall appoint a trust company as trustee to receive from it and from its treasurer all moneys of said corporation belonging to its loan fund to hold its securities and to perform such other acts of trust and guarantee a the directors of said loan corporation under its bylaws may authorize and direct.

days and for which there is no sufficient demand under the provisions of the articles of incorporation and bylaws of the corporation may be loaned by the corporation at any rate of interest allowed by law upon any security approved and accepted by the board of directors of said corporation.

SEC. 8. Such corporation shall have power to borrow money upon debentures issued to it by the trust company holding its securities or it may borrow upon its securities direct under such restrictions and regulations as its bylaws may provide.

SEC. 9. The board of directors of such corporation shall have power in their discretion to retire the unpledged shares of stock of such corporation at any time after the third year from the date of issue of such stock and to enforce the withdrawal of the same in such manner and under such regulations as they may deem best for the interest of the corporation. They shall determine by lot or in any other impartial manner which shares shall be thus retired, but no unmatured stock shall be retired while any matured stock remains in force.

SEC. 10. All the laws of the territory of Dakota respecting building and loan associations shall apply equally to corporations herein provided for except wherein such laws may conflict with the provisions of this act.

CHAPTER 41.

SECTION 1. All building and loan corporations created by virtue of the laws of Dakota territory, shall annually on the first day of January, make a true and correct statement, verified by the oath of its president or secretary, setting forth its actual financial condition, and the amount of its property and liabilities, which statement shall be forwarded to the secretary of the territory, not later than the tenth day of January, under a penalty of five hundred dollars ($500) to the territory, to be recovered by indictment against the president, secretary or directors. And the secretary upon receipt of such statement, if he be satisfied from the same, that such association be solvent and conducting its business in a safe and conservative manner, shall issue to such association a certificate authorizing it to continue business for the ensuing year, and the secretary shall be entitled to a fee therefor of $5 to be paid by such association. Any such association shall also cause to be published for one month, a copy of said statement in at least one newspaper of general circulation, published in the county where the principal office or place of business of, such association is located.

SEC. 2. No foreign building and loan association or corporation, having the words "building and loan" as a part of its name, shall be entitled to do business in the territory of Dakota, until it shall have made application to the secretary for permission to do business in the territory; and the secretary shall have examined into the financial condition of such associations and its method of doing business, and if the secretary be satisfied upon such examination, that such association is solvent and its method of doing business, such as is likely to be beneficial to all of its members alike, he shall issue a certificate of authority to such association as provided for in section 1, of this act, such association having first published for three weeks, a true and complete statement of its financial condition, sworn to by its president and secretary, in at least one newspaper of general circulation, in each county in which such association wishes to transact business, and having furnished the secretary an affidavit of such publication made by the publishers of such newspaper. For such examination the secretary shall be entitled to the sum of ten dollars ($10) per day, and ton cents per mile for the distance actually travelled in making such examinations. The said certificate, shall entitle such association to transact business in the territory for one year only from its date, and annually thereafter during the month of January, such association shall publish said statement in the manner above described and it shall be the duty of the secretary to make an examination of such associations as above stated, for which he shall receive the compensation above H. Ex. 209-42

specified. No such association shall be entitled to transact business until having first fully complied with the provisions of this section.

SEC. 3. As building and loan corporations are aggregations of laborers, mechanics,. workmen and working women, which start without any paid-up capital, and as these members only pay each month an assessment in proportion to shares, for the purpose of furnishing a home to each of its members in turn, which assessment stops. the moment that every member has thus been furnished with such a home, these associations are hereby declared to be benevolent institutions within the meaning of section 2, chapter 28, of the Political Code of 1877, and as the monthly assessments paid in by the members of these associations are immediately given to one member, to enable such member to build a home, and as such member immediately begins to pay taxes on the home thus erected, and as the shares held by such members merely entitle them, in the future, in their turn to get money to build homes, shares issued by such associations shall be exempt from taxation.

*

LAWS OF 1890.

CHAPTER 132.

SECTION 3, (as amended by chapter 100, acts of 1891). All property described in this section to the extent herein limited shall be exempt from taxation, that is to say: Seventh. The shares of stock in all building associations organized under the laws of this state where the loans of such association are, by the bylaws thereof, confined strictly to members of the county in which such association is located.

OHIO.

LAWS OF 1891.

(PAGES 469-477.)

SECTION 1. A corporation for the purpose of raising money to be loaned among its members shall be known in this act as a building and loan association. Associations organized under the laws of this state shall be known in this act as "domestic" associations, and those organized under the laws of other states or territories, as "foreign" associations. Associations may be organized and conducted under the general laws of Ohio relating to corporations, except as otherwise provided in this act.

SEC. 2. The capital stock named in the articles of incorporation shall be deemed to refer to the authorized capital, and the organization may be completed and business commenced when five per cent thereof is subscribed. Directors may be elected for any term, not less than one year nor longer than three years, but if such term be longer than one year, it shall be so arranged that the term of office of an equal number of directors, as nearly as may be, will expire each year.

SEC. 3. Such corporation shall have power: To receive money on deposit from time to time to the extent necessary to meet the demands made on it by its members and depositors, but shall not pay interest thereon, exceeding the legal rate. To issue stock to members on such terms and conditions as the constitution and bylaws may provide; but no person shall vote more than twenty shares in any such corporation in his own right. To assess and collect from members and depositors such dnes, fines, interest and premium on loans made, or other assessments, as may be provided for in the constitution and bylaws. Such dues, fines, premiums or other assessments shall not be deemed usury, although in excess of the legal rate of interest. To permit members to withdraw all or part of their stock deposits at such times and upon such terms as the constitution and bylaws may provide. Any member, however, who withdraws his entire stock or whose stock has matured, shall be entitled to receive all dues paid in and dividends declared, less all fines or other assessments, and less a pro