appoint, no periodical payment to be made exceeding two dollars on each share. Every share of stock shall be subject to a lien for the payment of unpaid instalments and other charges incurred thereon, under the 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 New shares of stock may be issued in lieu of the shares withdrawn or forfeited.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 amount 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 profits as the bylaws may determine, less all fines and other charges: Provided, that at no time shall more than onehalf of 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 a stockholder, his or her legal representative 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 or her decease, unless the legal representatives of such decedent assume the future payments of the stock.

PAR. 1145. 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.

PAR. 1146. 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 be 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 one months 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 nonpayment of instalments, or interest or premium by borrowing stockholder, for the space of six month's, payment of principal and interest, without deducting the premium paid or interest thereon, may be enforced by proceeding on their securities according to law.

PAR. 1147. 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

PAR. 1148. No premiums, fines or interest on such premiums that may accrue to the said corporation according to the provisions of this act shall be deemed usurious; and the some [same] may be collected as debts of like amount are now by law collected in this territory.

PAR. 1119. 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.

PAR. 1150. 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 the 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 bold 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.

PAR. 1151. 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 provisions 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.

PAR. 1152. 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.

2. The purpose for which it is formed.

3. The place where its principal office, or the business is to be transacted.

4. The time for which it is to exist.

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. PAR. 1153. 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 authorized 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 herein before 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 the 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. PAR. 1154. 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 officers, 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. PAR. 1155. 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 offcers 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 sureties 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.

PAR. 1156. The directors of such corporation shall procure certificates of evidence 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 th[e] 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.

PAR. 1157. 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 rate 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.

PAR. 1158. 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

PAR. 1159. It shall be lawful for any building and loan association now incorporated under the general laws of this territory and accepting the provisions of this 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 fall due, in contradiction [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 1238 [1161], 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.

PAR. 1160. 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. PAR. 1161. 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 sceretary of the territory a certificate to be by him recorded as provided in section 1230 [1153] 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 1236 [1159], and upon such acceptance and approval thereof by the secretary of the territory he shall issue his certificate to said corporation reciting the same.

PAR. 1162. 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 18 [chapter 17]; or any building of loan association heretofore incorporated, and having accepted the provisions of article 16 [article 17] of said chapter, as therein provided, shall be entitled to all the privileges, immuni. ties, franchises and powers mentioned in said chapter 18 [chapter 17], and the privileges, immunities and powers recited in said article 16 [article 17], 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 section 957 [932].

PAR. 1163. 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 section 957 [932], in the same manner as if incorporated under the provisions thereof.

PAR. 1164. 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.

OREGON.

LAWS OF 1891.

(PAGE 131.)

SECTION 1. It shall be lawful for cooperative corporations, engaged in the business of loaning their own money only to their own stockholders and only in proportion to the amount of stock held by such stockholders in case there are two or more

applicants for the money offered for loan, to make the loan to such stockholder or stockholders as shall offer the highest premium of any nature for such loan, and the giving and receiving of such premium shall not be regarded as contrary to the laws of the state in regard to the rate of interest on money, but only the means of determining which of two or more stockholders, equally entitled to such loan, shall receive the same.

PENNSYLVANIA.

BRIGHTLY'S PURDON'S DIGEST OF 1883.

(PAGES 223-227.)

SECTION 1. Building and loan associations incorporated under the provisions of this act, shall have the powers, and from the date of the letters patent creating the same, when not otherwise provided in this act, be governed, managed and controlled as follows:

SEC. 2. I. They shall have the power and franchise of loaning or advancing to the stockholders thereof the moneys accumulated, from time to time, and the power and right to secure the repayment of such moneys, and the performance of the other conditions upon which the loans are to be made, by bond and mortgage or other security, as well as the power and right to purchase or erect houses, and to sell, convey, lease or mortgage the same at pleasure to their stockholders, or others for the benefit of their stockholders, in such manner also that the premiums taken by the said associations, for the preference or priority of such loans, shall not be deemed usurious; and so also that in case of non-payment of instalments, premiums or interest by borrowing stockholders, for six months, payment of principal, premiums and interest, without deducting the premium paid, or interest thereon, may be enforced by proceeding on their securities according to law.

SEC. 3. II. The capital stock of any corporation created for such purposes, by virtue of this act, shall at no time consist in the aggregate of more than one million dollars, to be divided into shares of such denomination, not exceeding five hundred dollars each, and in such number as the corporators may, in the application for their charter, specify: Provided, that the capital stock may be issued in series, but no such series shall at any issue exceed in the aggregate five hundred thousand dollars, the instalments on which stock are to be paid at such time and place as the bylaws shall appoint; no periodical payment of such instalments to be made exceeding two dollars on each share, and said stock may be paid off and retired as the bylaws shall direct; every share of stock shall be subject to a lien for the payment of unpaid instalments and other charges incurred thereon under the 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 in successive series, in such amount as the board of directors or the 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, less all fines and other charges; but after the expiration of one year from the issuing of the series, such stockholder shall be entitled, in addition thereto, to legal interest thereon: Provided, that at no time shall more than one-half of 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 a stockholder, his 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