« ZurückWeiter »
ation, etc., to be
What to set forth.
whom shall be deemed and taken to have full notice thereof by such record. The entry of such by-laws in the books of such Record, or copy
thereof, evidence society, or a truc copy of the same, examined with the original, in court. and proved to be a true copy, shall be received as evidence thereof in all courts and places. SEC. 32. It shall be the duty of every society formed under this This act, with
articles of associact, to print and publish in pamphlet form, the whole of this act, a and the whole of such society's articles of association and by-laws, published and and of any amendinents, alterations, or additions thereto, and to supply a copy thereof to any person on demand, on payment therefor of a sum not exceeding fifty cents.
Sec. 33. Any society formed under this act, desiring for any Petition for reason to be dissolved prior to the expiration of the term of years eis 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
First, The reasons for such dissolution;
Second, The indebtedness of such society of all kinds, rith a classification of its creditors; and
Third, The assets and effects belonging to such society.
Upon the filing of such petition, said court or circuit judge may Proceedings make an order for the appearance in said cause of all persons inter- petition, ested 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 thereon as shall be just and proper; and may appoint one or more trustees for the purpose of Trustees to wind
up society. 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 by-laws 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 Copy of order of
1. dissolution to of dissolution shall be filed, by the parties representing such be filed with society, in the offices of the Secretary of State of this State, and Se of the clerk of the county wherein its articles of association were of county. 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. Approved May 26, 1877.
Who may asso. ciate.
cles, what to state.
[No. 206.] AN ACT to authorize the incorporation of coöperative savings
associations. Section 1. The People of the State of Michigan enact, That 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 Purposes of cor. investing among themselves and accumulating sums to be paid at
intervals of not exceeding one month, by its members, in propor
tion to their interests in the funds to be invested or accumulated. Duplicate arti. Sec. 2. 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. Articles with Sec. 3. Whenever the necessary shares shall have been subaffidavit attached scribed, any three or more of the subscribers may annex to one of recorded in office the counterparts so executed an affidavit that the subscriptions are of county clerk.
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. 4. 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. 5. 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
Evidree of incorp.nation.
Limit of business,
shares for infant
parent or guardian may, if authorized by the by-laws, sign for and Relative to become personally responsible for shares to be taken in his child or ward. name as trustee for his infant child or children or ward, to such extent as the by-laws may permit, but not exceeding for each child or ward the said sum of twenty-five hundred dollars : Pro- Proviso. vided, 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 anthority for that purpose be given by the proper probate court.
Sec. 6. Every holder of one or more shares in said corporation Right to vote at in his own right, who is of full age, shall be entitled to one vote ne and no more at all meetings of the corporation, and no vote by proxy shall be allowed. A quorum shall consist of such number Quorum. not less than fifteen as the articles of association or by-laws shall prescribe.
SEC. 7. At the time of organizing the corporation an initia- Initiation fee. tion 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. 8. The by-laws to be adopted by such corporation shall pro- By-laws vide for the collection of fines by way of penalty for any failure to vide for the col.
lecton of fines. 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 by-laws 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 by-laws may provide: Provided, however, That the amount of all unpaid fines chargeable against any member, who is Amount of not an officer of the corporation, shall at no time exceed the annual unpaid fines profits of such member upon the share or shares held by him, and against any 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 Repayment of 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 surrender of shall cancel all fines against members who are not officers, and the profits, effect of. corporation shall repay such moneys before it shall make other liquidations of its liabilities to members. If any meinber shall Neglect to pay continuously neglect for sixty days to pay the periodic dues required ques for sixty 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 by-laws may in such cases provide for, and with or without the initiation fee, as the by-laws shall provide, and thereupon all the rights and liabilities of such member in the said corporation shall cease and determine..
money paid for shares.
Disposal of Sec. 9. Any member may dispose of any share held by him to shares.
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 by-laws shall prescribe. Liquidation of SEC. 10. 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 less than twice the amount depending on such security, upon a bond and mortgage duly executed and acknowledged, or upon shares in said corporation, upon estimates according to the dues actually paid thereon.
SEC. 11. It shall and may be lawful at any regular meeting of the shares at auction.
corporation to offer of sto] purchase, with any money then or soon to be in the treasury, the (share or] shares of the member who, at an auction or bidding there to be held, shall allow the greatest discount from the par value of his share or shares, upon a purchase of the same subject to the payment by the seller of the regular periodical dues and the payınent by him of such additional periodic sums not exceeding the rate of seven per cent per annum on the nominal
amount of the shares, as niay be prescribed by the by-laws. If at In case no mem, the said auction or bidding no member present or represented shall ber offers to sell.
offer to allow a discount, subject to the payment by him of such original and additional periodic dues, it shall be lawful to cast lots in such manner as the by-laws shall prescribe, to determine the share in said corporation, which shall be paid and extinguished with the said moneys, and the same shall be applied according to said lot upon the like securities being given as in other cases : Provided, That in case the owner of the share so designated by lot shall not give the requisite security, then that the money shall be deposited in some bank upon such interest as can be obtained, there to remain as security for such payments till by the regular
application of the same to the payment of dues the share shall be Further proviso. fully paid : Provided further, however, That such portion of the
same shall be paid to the owner of such share as in the judgment of the committee or officers authorized by the by-laws to decido can be safely paid and leave such payments to be made to the corpora
tion adequately secured. Officers may bid Sec. 12. Any officer not acting as auctioneer may bid at any
auction authorized by this act, but if the purchase shall be struck off to any officer having anything to do with the taking of securities or if the share of such officer shall be designated by the lot mentioned in the last preceding section, the security which such officer shall offer, shall be brought before a regular meeting of the corporators, and approved before any money shall be advanced or paid
thereon. Limit of peca. SEC. 13. No meinber of such corporation shall receive any greater be received by pecuniary benefit or advantage from his share therein than its pay
ment in full, at its nominal or par value; every discount and sum of interest allowed or paid, and every fine or penalty collected shall, equally and ratably in proportion to their shares, be for the benefit
niary benefit to
poration to be
and advantage of selling and non-selling members, and every agreement which any shareholder may make in regard to payments for his share, or for additional payments in case of (a) sale thereof, shall be construed to have been fully performed whenever he shall have contributed in dues or additional dues, his ratable proportion of the sums necessary, with the profits accruing from initiation fees, discounts, dues, fines, and all other sources, after paying all expenses, to pay in full all shares in the corporation. Whenever such payments shall have been made, the said corporation shall cease and determine for all purposes, except winding up its affairs. The cancellation and discharge of a security given by a selling shareholder, to an amount equal to his share or shares, shall be deemed the payment thereof.
SEC. 14. The interests of the shareholders of such corporations Interests in corshall be deemed personal estate, and shall be liable to taxation in po
personal estate. the ward or township in which they reside, which taxation shall be Taxation of in lieu of all taxes against said corporation, and the books of every corporation of this class shall be so kept as to show the interests of each shareholder, and shall be open at all reasonable times to the inspection of officers charged with the duty of making assessments for any purpose.
Sec. 15. No corporation authorized by this act shall become the How corporation owner of any real estate except by purchase at sales made upon may pecome foreclosure of mortgages taken by it, and in such case, the land estate. purchased shall be sold and disposed of within two years after the purchase: Provided, however, That it may rent an office and proviso. room for holding the meetings of the corporators, as may be convenient or necessary.
Sec. 16. Any voluntary association which, before the going into How associations effect of this act, may have been organized for like purposes, may, organized for by the unanimous consent and agreement in writing of its mem- like purposes bers, become a body corporate under this act, upon filing the undor this act original articles of association of its members, and such consent and agrecment in writing; which consent and agreement shall state all particulars required by the second section of this act, not already stated in the original articles, and modify such articles, if necessary, to conform them to this act, with the county clerk of the county, as required by the third section hereof; and such articles, consent and agreement, having first annexed to them an affidavit made by three or more of the incorporators, that the sig. natures to such articles and consent and agreement are genuine, that the persons signing such consent and agreement are all the members of such association, and that such original articles, consent and agreement were executed in good faith as the affiants believe, being so duly filed and recorded on the record thereof, shall be evidence of the fact of incorporation, and all acts of such association of which a proper record shall have been kept from the date of its original organization, not inconsistent with this act, shall be deemed valid and binding as though the original organization had been under this act.
Sec. 17. Every such corporation may require, by its by-laws or Official bonds.