Page images
PDF
EPUB

of this act, to be given in the account and general statement to be presented to such society's annual meeting in said month of February, and every such report shall be signed and verified on oath or affirmation, before a notary public, by two directors and by the president and manager of such society, and if any person signing such report shall, as to any material facts, knowingly and wilfully swear or affirm falsely, he shall be deemed guilty of perjury, and be punished accordingly; and such report shall be filed in the office of said state treasurer, and shall be published by him in his annual report. If any such society shall neglect to make out and transmit the report required in this section for one month beyond the period when the same is required to be made, sach society may be deemed to have wilfully violated the provisions of this act, and may be proceeded against and dissolved in the same manner as any other corporation may be proceeded against and dissolved.

SEC. 3274. Whenever the state treasurer of this state shall, upon knowledge, information, or belief, derived from any report made to him by any such society, or from any other source, be satisfied that the business of such society is being conducted in a manner inconsistent with the provisions of this act, or of any of the laws of this state, and prejudicial to the interests of the creditors of such society, or if such society shall neglect to make the report as required by the last preceding section, he shall notify the governor and attorney general of this state of such fact, and it shall thereupon become the duty of the said attorney general to examine into the affairs, condition and management of such society, and to report such examination in writing, together with a detailed statement of facts to the said governor, who shall lay the same before the legislature; and for the purpose of making such examination, the said attorney general shall have power to call to his assistance the services of an accountant, to administer all necessary oaths to the directors and officers of such society, and other witnesses, and to examine them on oath in relation to the affairs, conditions, and management thereof, and to examine the vaults, safes, securities, books, papers and documents belonging to such society, or pertaining to its affairs, condition and management; and if the said governor on receipt and consideration of such report shall deem such society to be insolvent, or to have conducted its business in a manner inconsistent with the provisions of this act, or of any of the laws of this state, he shall order and it shall be the duty of the said attorney general to institute proceedings against such society for the dissolution thereof in the proper court, and in the same manner as any other corporation may be proceeded against and dissolved.

SEC. 3275. Every officer of a society formed under this act, having the receipt or charge of any money or other property belonging to such society shall, before entering upon the execution of his office, become bound with two or more sufficient sureties, in such sum as the directors shall require, and according to the following form of bond:

Know all men by these presents, that we, A B, of, one of the officers of the society, limited, established at in the county of in the state of Michigan, and C D and E F, of (as sureties on behalf of the said A B), are jointly and severally held and firmly bound to the said society, in the sum of dollars of lawful money of the United States, to be paid to the said society, for which payment well and truly to be made we jointly and severally bind ourselves, and each of us by himself, our and each of our heirs and representatives, firmly by these presents, sealed with our seals. Dated the in the year of our Lord

day of

Whereas, the above bounden A B, hath been duly appointed to the office of of the society, limited, established as aforesaid, and he, together with the above bounden C D and E F as his sureties, have entered into the above written bond, subject to the condition hereinafter contained: Now, therefore, the condition of the above written bond is such, that if the said A B shall and do justly and faithfully

such society's books of all moneys received and paid by him, and shall and do pay over all the moneys remaining in his hands, and deliver all securities and effects, books, papers, and property of or belonging to such society in his hands or custody, to such person or persons as such society shall appoint, or according to the bylaws of such society, together with the proper or legal receipts or vouchers for such payments, then the above written bond shall be void and of no effect; otherwise shall be and remain in full force and virtue.

SEC. 3276. If any director, officer, clerk, agent, servant, or other person in the employment of any society formed under this act, shall embezzle or fraudulently dispose of or convert to his own use, or shall take or secrete with intent to embezzle and convert to his own use, any money or property of such society, or of any of its dealers or customers, which shall have come to his possession, or shall be under his charge by virtue of such office or employment, or otherwise, he shall be deemed by so doing to have committed the crime of larceny, and shall be punished accordingly. SEC. 3277. Service of legal process on any society formed under this act may be made on any one of the directors or on the manager thereof, or any other officer of such society, if any such director or manager or other officer be in the county where such society's principal office is located; but if not there, by leaving a copy of such process with any officer thereof, at such office as aforesaid.

SEC. 3278. It shall be lawful for any minor above fourteen years of age to take and hold shares in, or to make loans or deposits of money to or with any society formed under this act, and for such society to pay to any minor any moneys that may be due to him in respect of any such shares, loans, or deposits standing in his name, and his receipt therefor shall be in all respects valid in law; but such minor shall not be eligible to hold any office in such society, though he may, subject to its bylaws, vote at any meeting of its members.

SEC. 3279. It shall be lawful for any society formed under this act to charge its members, borrowers, or other persons, partnerships, or corporations doing business with it, by way of fine, for any default or delay in payment of periodical instalments on shares, loan repayments on bonds and mortgages or on notes and mortgages, or of any other moneys, at the time when the same are due and payable, at a rate not exceeding ten per centum per annum on the amount so past due and unpaid, which fines, however, shall not be in addition to, but in lieu of, interest on such arrearages; and such society may charge its members, borrowers, or other persons, partnerships, or corporations doing business with it, by way of fine for any breach or non-observance of its bylaws, or any of its business rules and regulations, such reasonable sum, not exceeding five dollars for each offence, as the directors shall determine and order; and all such fines shall be due and payable to such society in one month from such default or offence.

SEC. 3280. The bylaws of every society formed under this act shall set forth1. When and how persons may be admitted and registered as members of such society;

2. The terms on which shares to be known as permanent stock, and which shall not be repayable or withdrawable, are to be issued;

3. The terms on which other shares may be issued, and by what name or names they shall be known, and how they may be withdrawn or converted into permanent stock;

4. The form of certificate to be issued for the several denominations of shares, and how the same shall be registered;

5. When shares may be transferred, the forms and conditions of transfer;

6. Provisions for renewing lost or destroyed share certificates;

7. How shares in default may be forfeited and disposed of;

8. The amount of stock, not exceeding the limits prescribed by section six [3257] of this act, any one person may hold in his own name or right, and what amount may be held by persons jointly, by partnerships, and by corporations;

9. The conditions on which shares may be held by persons jointly, by partnerships, and by corporations;

10. When share subscriptions, loan repayments, or other moneys may be paid by members and borrowers;

11. When and how loans to, or deposits with, such society may be made;

12. The form of bond or certificate to be issued for such loans or deposits: Provided, that there shall be printed in red ink on the face of every such bond or certificate a notice referring the holder to sections three, four, and five [3254, 3255, and 3256] of this act;

13. The terms on which borrowers may obtain loans, and how such loans may be repaid and redeemed;

11. Provisions for the registration, custody, and delivery of securities; 15. Provisions for banking and checking the funds of such society;

16. Provisions for the custody and use of the corporate seal of such society;

17. How special meetings of the members of such society shall be called, and on which of the first fourteen days of February the annual meeting of such members shall be held;

18. What members may vote, and how they may vote, at any meeting of such society, and the regulations for the use of proxies;

19. How questions shall be submitted and decided at any meeting of members; 20. Provisions for adjourning or removing any meeting of members;

21. The number of directors and how the directors and auditors shall be elected at the annual meetings;

22. How and what officers other than directors and auditors shall be appointed and removed;

23. What shall disqualify and remove directors and auditors from office;

24. How vacancies in the directors, auditors, or other officers shall be filled;

25. The powers and duties of directors, auditors, and other officers;

26. The manner of remunerating the directors, auditors, and other officers; 27. That such society shall not be responsible for any trust, express or implied, created by any member in reference to its stock, or by parties loaning or depositing money to or with such society, and such society shall not be bound to see to the execution of any such trust, nor shall notice of any trust, express, implied, or construetive, be entered upon its registers;

28. That any member, borrower, or other person doing business with such society may see and examine his account on the books thereof;

29. Such other rules and regulations as such society's business may require. SEC. 3281. Any society formed under this act may alter or rescind any bylaw, or make any additional bylaw, with the consent of a majority of its members (holding not less than two-thirds of its capital for the time being), present at a special meeting convened for that [such] purpose, but the notice calling such meeting shall set forth fully and clearly the proposed alteration, rescission, or addition.

SEC. 3282. The bylaws of any society formed under this act shall be recorded in a book to be kept for that purpose, and such book shall be open during business hours for the inspection of the members. The bylaws so recorded shall be binding on the several officers and members of such society, and on all persons claiming on account of any or either of them, or under such bylaws, all of whom shall be deemed and taken to have full notice thereof by such record. The entry of such bylaws in the books of such society, or a true copy of the same, examined with the original, and proved to be a true copy, shall be received as evidence thereof in all courts and places.

SEC. 3283. It shall be the duty of every society formed under this act, to print and publish in pamphlet form, the whole of this act, and the whole of such society's articles of association and bylaws, and of any amendments, alterations, or additions thereto, and to supply a copy thereof to any person on demand, on payment

SEC. 3284. Any society formed under this act, desiring for any reason to be dissolved prior to the expiration of the term of years specified in its articles of association, may, with the consent of a majority of its members (holding not less than two-thirds of its capital for the time being) given by resolution passed at a special meeting convened for such purpose, file a petition in the circuit court for the county wherein it is located, setting forth

1. The reasons for such dissolution;

2. The indebtedness of such society of all kinds, with a classification of its creditors; and

3. The assets and effects belonging to such society.

Upon the filing of such petition, said court or circuit judge may make an order for the appearance in said cause of all persons interested in such society, and in such form as shall be proper and just. On proof of the publication of such order, and the entering of appearance of such persons as shall have appeared therein, said court may proceed and take the proofs in said cause, and hear the same, and make such order or orders thercon as shall be just and proper; and may appoint one or more trustees for the purpose of winding up such society, and prescribe the compensation to be paid them therefor; and may direct the payment of creditors in such order and manner as said court may deem proper, having reference to the provisions of the organic act, the articles of association, and the bylaws of such society, and to the petition in said cause; and said court may provide that the claims of all creditors, who shall have appeared and made proof of the same in said cause, shall be paid before such society is dissolved; and said court may make an order that such society shall be dissolved; and a copy of said order of dissolution shall be filed, by the parties representing such society, in the offices of the secretary of state of this state, and of the clerk of the county wherein its articles of association were filed and recorded, and such order of dissolution shall be recorded by the said secretary and clerk in like manner as the articles of association of such society were recorded. SEC. 3961. It shall and may be lawful for any number of persons, not less than ten, to associate themselves to form with such other persons as shall afterwards associate, a body politic and corporate, under such name as the original associates may select, for the purpose of saving and investing among themselves and accumulating sums to be paid at intervals of not exceeding one month, by its members, in proportion to their interests in the funds to be invested or accumulated.

SEC. 3962. The persons associating in the first instance shall make and subscribe in duplicate an instrument in writing, stating the name, location and place of business of such corporation; the amount of each share therein, the periods for payments on the shares, and the amount of each payment thereon; the maximum number of shares; the officers it will elect, which shall include a president, secretary and treasurer, and the first officers may be named therein; the times of the annual elections; and [the] period of the corporate existence of such corporation, which shall not be less than three years nor more than ten years, and be further limited to the number of periods necessary to pay in full the shares subscribed for in the manner proposed; the minimum number of shares to be subscribed for previous to the filing of said instrument as the articles of association of said corporation, and such rules and limitations as the subscribers shall deem proper to be inserted for the security of its members.

SEC. 3963. Whenever the necessary shares shall have been subscribed, any three or more of the subscribers may annex to one of the counterparts so executed an affidavit that the subscriptions are genuine and made in good faith as they believe, and thereupon such counterpart and affidavit shall be filed and recorded in the office of the clerk of the county in which the business of the corporation is to be conducted, and upon such filing the said association shall become a body politic and corporate, and such record or a certified copy thereof shall be evidence of such incorporation. SEC. 3964. Such corporation shall in no case borrow moneys or receive deposits, with or without interest, nor shall it execute or endorse, or buy or sell commercial

paper, or in any way engage in the business of banking; it shall accept no trusts or agencies, and shall engage in no business other than that of, or connected with, the collection of the dues of members of the corporation, and of liquidating the obligations of the corporation to its members.

SEC. 3965. The shares of such corporation shall be not less than twenty-five dollars nor more than one hundred and twenty-five dollars each; the total nominal amount of all such shares shall not exceed three hundred thousand dollars; no person shall become the owner of more than sufficient of said shares to amount to the nominal value of two thousand and five hundred dollars; but a parent or guardian may, if authorized by the bylaws, sign for and become personally responsible for shares to be taken in his name as trustee for his infant child or children or ward, to such extent as the bylaws may permit, but not exceeding for each child or ward the said sum of twenty-five hundred dollars: Provided, however, that this provision shall not authorize such subscription by a guardian for a ward and payment out of the moneys of the ward, except authority for that purpose be given by the proper probate court.

SEC. 3966. Every holder of one or more shares in said corporation in his own right, who is of full age, shall be entitled to one vote and no more at all meetings of the corporation, and no vote by proxy shall be allowed. A quorum shall consist of such number not less than fifteen as the articles of association or bylaws shall prescribe. SEC. 3967. At the time of organizing the corporation an initiation fee not exceeding one dollar may be charged to each member, and the amount of the initiation fee may be from time to time increased to such sum as in the judgment of the members constituting a quorum at any regular meeting may be required to make the investment of a new member equal to that of an original corporator.

SEC. 3968. The bylaws to be adopted by such corporation shall provide for the collection of fines by way of penalty for any failure to pay periodical dues, or to carry into effect any agreement made by the corporation with a member, or for any other infraction of the reasonable bylaws of the corporation or of its articles of association, and such fines shall be a lien upon the interest of the member upon whom they are imposed in the said corporation, which lien may be enforced and collected in such mode as the articles of association or bylaws may provide: Provided, however, that the amount of all unpaid fines chargeable against any member, who is not an officer of the corporation, shall at no time exceed the annual profits of such member upon the share or shares held by him, and any member, not an officer, shall be entitled at any time, by making a demand in writing, and a surrender to the corporation of all accrued profits, to be repaid all moneys paid by him on his share or shares, except initiation fees, and with such interest, if any, as the bylaws shall in such case [cases] provide. Such surrender of profits shall cancel all fines against members who are not officers, and the corporation shall repay such moneys before it shall make other liquidations of its liabilities to members. If any member shall continuously neglect for sixty days to pay the periodic dues required of or fines imposed upon him, it shall be lawful for the corporation to pay or tender to him the amount which he may have actually paid as periodic dues, without interest, or with such interest as the bylaws may in such cases provide for, and with or without the initiation fee, as the bylaws shall provide, and thereupon all the rights and liabilities of such member in the said corporation shall cease and determine.

SEC. 3969. Any member may dispose of any share held by him to any member holding less than the maximum number of shares, or to any other person who may be approved, in such manner and upon such conditions as the bylaws shall prescribe.

SEC. 3970, (as amended by act 74, acts of 1887). All arrangements for the liquidation of shares shall be made with a member of the corporation, upon security to be given, which security shall consist either of unencumbered real estate worth not

« PreviousContinue »