such laws continue in force, the same obligations and prohibitions of whatever kind shall be imposed on the corporations or companies described in section twenty-eight of such other state, territory or nation doing business in this state and upon their agents here.

SEC. 36. Any agent or other person who shall solicit subscriptions to, or sell or advertise to be sold in this state, shares of stock of any corporation, company or association described in section twenty-eight (28) of this act or who shall receive money or deposits for such corporation, company or association, unless such corporation, company or association shall have fully complied with the provisions of this act, and shall hold uncancelled the certificate of authority provided for by this act, shall be deemed guilty of a misdemeanor and upon conviction shall be punished by a fine not exceeding one thousand (1,000) dollars or imprisonment in the county jail not exceeding twelve months or by both such fine and imprisonment, and shall also be personally liable in case of loss for all subscriptions obtained or moneys paid through his solicitations or agency.

TENNESSEE.

CODE OF 1884.

SECTION 1742. The charter for a building association shall be in the following form:

،،State of Tennessee-Charter of Incorporation.

"Be it known, that (here copy the names of five or more corporators above the age of twenty-one years,) are hereby constituted a body politic and corporate by the name and style of" (here insert the name of the corporation.)

SEC. 1743. The general powers, of said corporation are:

1. To sue and be sued by the corporate name.

2. To have and use a common seal, which it may alter at pleasure; if no common seal, then the signing of the name of the corporation, by any duly authorized officer, shall be legal and binding.

3. To purchase and hold, or receive by gift, in addition to the personal property owned by said corporation, any real estate necessary for the transaction of the corporate business, and also to purchase or accept any real estate in payment, or part payment, of any debt due to the corporation, and sell realty for corporation pur

poses.

4. To establish bylaws, and make all rules and regulations not inconsistent with the laws and the constitution, deened expedient for the management of corporate affairs.

5. To appoint such subordinate officers and agents, in addition to the president, secretary or treasurer, as the business of the corporation may require.

6. To designate the name of the office, and fix the compensation of the officers. 7. To borrow money, and issue notes or bonds upon the faith of the corporate property, and also to execute a mortgage or mortgages, as further security for repayment of money thus borrowed.

The following provisions and restrictions are coupled with said grant of powers: 1. A failure to elect officers at the proper time, does not dissolve the corporation, but those in office hold until the election or appointment and qualification of their

successors.

2. The term of all officers may be fixed by the bylaws of the corporation; the same not, however, to exceed two years.

3. The corporation may, by bylaws, make regulations concerning the subscription for, or transfer of stock; fix upon the amount of capital to be invested in the enterprise; the division of the same into shares; the time required for payment thereof by the subscribers for stock; the amount to be called at any one time; and in case

and in the amounts thus called, a right of action shall exist in the corporation to sue said defaulting stockholder for the same.

SEC. 1744. The funds of said corporation may be loaned out to the stockholders in such manner, on such terms and conditions, and under such regulations as the said corporation, by its constitution and bylaws may prescribe: Provided, the same be secured by real estate, and any funds of the said corporation, which may remain after the stockholders have borrowed all they desire, may be loaned out to other persons, the same being secured by a lien on real estate.

SEC. 1745. The members of said corporation shall have the power to a lopt a constitution, and the constitution adopted, the bylaws and regulations, shall have the force and effect of a legal enactment on the members of said corporation: Provided, the same are not in conflict with the general laws of the land.

SEC. 1746. The corporation shall have the power to take and hold all such real estate as may be mortgaged to it, or conveyed in trust, to secure any debt due to the corporation for loan of its funds; and the said corporation shall have power to purchase any such real estate at any sale thereof, and the same to hold, sell or otherwise dispose of, as the said corporation may deem expedient.

SEC. 1747. The bylaws may prescribe the amount of shares and the time of payment thereof by instalments, but the monthly call for payment of said instalments shall not exceed two dollars on each and every share. Every share of stock shall be made liable for and subject to a lien for the satisfaction of any unpaid instalments, and the bylaws may prescribe the mode and manner of enforcing said lien.

SEC. 1748. New shares may be issued in lieu of any shares withdrawn or forfeited. The shares may be issued in one or successive series, in such amounts as the board of directors may determine, and any stockholder wishing to withdraw, as he or she may have the right, shall give thirty days' notice thereof, when said withdrawing stockholder shall be entitled to receive the amount paid in, and such proportion of the profits as may have accumulated.

SEC. 1749. At no time shall more than one-half the funds in the treasury be subject to the demands of withdrawing stockholders, without the consent of the board of directors; nor shall any stockholder be entitled to withdraw, whose shares are pledged to the corporation.

SEC. 1750. The personal representative, upon the death of a stockholder, shall be entitled to receive the full amount paid in by the deceased, and all profits which have been realized. If said stock is pledged to the company, the same shall be redeemed by said personal representative.

SEC. 1751. The board of directors shall hold stated meetings, at which the money in the treasury, if over two hundred dollars, shall be offered for loan in open meeting, at a rate not in conflict with the law of the state, and the stockholder who shall bid the highest premium for the preference or priority, shall be entitled to receive a loan of two hundred dollars for each share held by such stockholder.

SEC. 1752. A stockholder may borrow such fractional part of two hundred dollars as the bylaws may provide, and good security shall be given by the borrower to secure the repayment of the loan. In case the borrower shall neglect to offer security, or shall offer security that is not approved, the proposed borrower thus failing to give security, shall be charged with one month's interest, and the money resold at the next stated meeting.

SEC. 1753. In case of non-payment of instalments or interest by borrowing members for the period 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 the terms of the contract under which the same were pledged.

SEC. 1754. The premium bid by borrowing stockholders for the preference or priority of loan shall be paid before the loan is consummated, not as a part of the loan, nor as interest, but as a means of determining which one of the shareholders shall receive the loan, whenever there are a number of stockholders who may simultaneously desire to effect a loan.

SEC. 1755. Said corporation may purchase at judicial or execution or trustee's sale, any real estate, mortgaged or conveyed to it to secure a debt, and said real estate or any other real estate the corporation may be entitled to hold, the said corporation shall have the power to sell, convey, lease or mortgage at pleasure.

SEC. 1756. Said corporation may determine by an express provision of bylaws, that when each share of stock reaches a certain value, to be specified thereby, not exceeding two hundred dollars, the stockholders shall be paid such value for each share they respectively own, and that upon such payment the stock shall revert to the corporation.

SEC. 1757. Married women may hold stock in such corporation, free from the claims or debts of their husbands. No one person shall hold more than fifty shares.

ACTS OF 1889.

CHAPTER 267.

SECTION 1. In addition to the form of charter for a building association given in said section [1742, Code of 1884], the charter for a building association may be in the following form:

CHARTER OF INCORPORATION.

Be it known that (here copy the names of five or more corporators above the age of twenty-one years) are hereby constituted a body politic and corporate by the name and style of (here insert the name of the corporation).

The general powers, etc., of said corporation are (here set forth the powers, etc., as declared in section 5 [1746] of the act to which this is amendatory): The funds of said corporation may be loaned out to the stockholders in such manner, on such terms and conditions, and under such regulations as the said corporation, by its constitution and bylaws, may prescribe; Provided, the same be secured by real estate, and any funds of the said corporation which may remain after the stockholders have borrowed all they desire may be loaned out to other persons, the same being secured by a lien on real estate.

The members of said corporation shall have the power to adopt a constitution, and the constitution adopted, the bylaws and regulations shall have the force and effect of a legal enactment on the members of said corporation; Provided, the same are nct in conflict with the general laws of the land.

The corporation shall have the power to take and hold all such real estate as may be mortgaged to it, or conveyed in trust to secure any debt due to the corporation for loan of its funds, and the said corporation shall have the power to purchase any such real estate at any sale thereof, and the same to hold, sell, or otherwise dispose of, as the said corporation may deem expedient. The bylaws may prescribe the amount of shares and the time of payment thereof by instalments, but the monthly call for payment of said instalments shall not exceed two dollars on each and every share. Every share of stock shall be liable for, and subject to a lien for the satisfaction of any unpaid instalments, and the bylaws may prescribe the mode and manner of enforcing said lien. New shares may be issued in lieu of any shares withdrawn or forfeited. The shares may be issued in one or successive series in such manner and in such amounts as the board of directors may determine, and any stockholder wishing to withdraw, as he or she may have the right, shall give thirty days' notice thereof, when said withdrawing stockholder shall be entitled to receive the amount paid in, and such proportion of the profits as has been accumulated; Prorided, that at no time shall more than one-half the funds in the treasury be subject to the demands of withdrawing stockholders without the consent of the board of directors. Stockholders who are borrowing members, and who desire to have their

matures, may do so on the following terms, to wit: If a loan is repaid within one year from the date on which it is made the borrowers must pay the premiums for one year and pay to the association an amount which, when added to the dues and earnings credited to his stock, will aggregate the sum actually borrowed, together with the legal rate of interest up to the date of repayment and all delinquent assessments.

If, after the expiration of one year, a borrowing member desire to repay his loan he will only be compelled to pay premiums and interest up [to] the time of repayment, and the cancellation of his mortgage or deed of trust will be adjusted as above stated.

The personal representatives, upon the death of a stockholder, shall be entitled to receive the full amount paid in by the deceased, and any profits which have been realized: Provided, that if said stock is pledged to the company the same shall be redeemed by said personal representative.

The board of directors shall hold stated meetings, at which the money in the treasury, if over two hundred dollars, shall be offered for loan in open meeting, at a rate not in conflict with the law of the state, and the stockholder who shall bid the highest premium (payable in regular weekly or monthly rates or instalments) for the preference shall be entitled to receive a loan of two hundred dollars for each share held by such stockholder; Provided, that a stockholder may borrow such fractional part of two hundred dollars as the bylaws may provide, and good security shall be given by the borrower to secure the repayment of the loan.

In case the borrower shall neglect to offer sccurity, or shall offer security that is not approved, the proposed borrower thus failing to give security shall be charged with one month's interest, and the money resold at the next stated meeting.

In case of non-payment of instalments or interest by borrowing members for the period 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 the terms of the contract under which the same are pledged.

The premium bid by borrowing stockholders for the preference or priority of loan may be paid in regular weekly or monthly instalments, not as a part of the loan, not as interest, but as a means of determining which one of the shareholders shall receive the loan, whenever there are a number of stockholders who may simultaneously desire to effect a loan. Said corporation may purchase, at judicial, or execution, or trustee's sale, any real estate mortgaged or conveyed to it to secure a debt, and said real estate or any other real estate, the corporation may be entitled to hold, the said corporation shall have the power to sell, convey, lease, or mortgage at pleasure. Said corporation may determine by an express provision of bylaws that when each share of stock reaches a certain value, to be specified thereby, not exceeding two hundred dollars, the stockholders shall be paid such value for each share they respectively own, and that upon such payment the stock shall revert to the corporation.

Married women may hold stock in said corporation free from the claims or debts of their husbands. No one person shall held more than fifty shares.

SEC. 2. Building associations operating under any other form of charter may be permitted to be operated in accordance with the terms of the foregoing charter after the adoption by a vote of the stockholders owning two-thirds of the stock of a resolution to that effect, and the procuring of a new charter containing the provision above set forth. Such stockholders as do not favor the change may be permitted to withdraw on the terms set forth in the act to which this is amendatory, for settlements between the corporation and the personal representatives of deceased stockholders.

ACTS OF 1891.

CHAPTER 2.

SECTION 1. Every building and loan association heretofore or hereafter incorporated under the laws of this state which loans its funds outside of the county in which it has its domicile, shall deposit and keep on deposit with the treasurer of the state, or with a trust company legally incorporated and duly organized under the laws of this state, to be selected by the board of directors of such association, in trust for all its members and creditors, mortgages (or other securities), received by it in the usual course of its business, amounting to not less than twenty-five thousand (25,000) dollars nor more than fifty thousand (50,000) dollars, at the discretion of the state treasurer. When such mortgages (or other securities) are deposited with the said trust company, such company shall certify to the treasurer of the state that the said securities have been and are deposited with it under this act, and the same shall not be surrendered to or returned to the said building and loan association without the authority or sanction of tho said treasurer of the state. Provided, that every such corporation heretofore organized, whose mortgages or other securities so depos. ited do not amount to twenty-five thousand (25,000) dollars, shall, within six months from the passage of this act, deposit with the treasurer of the state, or trust company, such additional securities, as with the securities so deposited, shall equal in value the sum of twenty-five thousand (25,000) dollars; and every such corporation hereafter organized, before commencing to do business, shall deposit with the said treasurer of the state, or trust company in trust, as aforesaid, securities of the value of twenty-five thousand (25,000) dollars. The securities mentioned in this proviso shall consist of bonds or treasury notes of the United States, national or state bank stocks or bonds of this state, or any other state of the United States, or of any solvent city, county or town of this state, or of any state of the United States having legal authority to issue the same, or first mortgages on real estate, or other legal securities aggregating in value twenty-five thousand (25,000) dollars, and such securities may be withdrawn from time to time when mortgage securities of corresponding value shall be deposited in lieu and place thereof as provided in this act, or when other securities of like character and value are substituted thereof [therefor], and it shall be the duty of the treasurer of the state to examine the affairs of the said association from time to time to ascertain whether said associations have depos ited all their securities and otherwise complied with the requirements of this act. SEC. 2. All interest and dividends and premiums which may accrue on securities held by the treasurer of the state, or such trust company as provided herein, and all dues or monthly payments which may become payable on stocks pledged as security for loans, the mortgages for which are so deposited in accordance with the provisions of this act, may be collected and retained by the association depositing such securities as mortgages, so long as such association remains solvent and faithfully performs all contracts with members, and when any mortgage shall have been fully paid to said corporation, the same shall be surrendered by said treasurer of the state or under his order, upon filing with him a certificate of the register of deeds of the county where the real estate is situated, to the effect that the satisfaction of such mortgage has been filed of record. Any mortgage upon which default in the payment due has been made, shall be surrendered to, or returned to, the said building and loan association as aforesaid, for the purpose of collection or foreclosure. Bonds or stocks deposited with said treasurer of the state, or trust company as aforesaid shall, if deemed advisable by the association, be surrendered to the association depositing the same, for the purpose of being converted into cash and loaned on real estate. Securities needed for deposit in any other state, territory or nation shall, subject to the provisions of section 1 of this act, be surrendered upon request to