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III. BUILDING AND LOAN ASSOCIATIONS.

How Incorporated.- Sec. 155. Any number of persons, not less than twenty-five, who are residents of this state, and who shall have associated themselves together by an agreement in writing such as is hereinafter described, with the intention to constitute a corporation for the purpose of assisting each other, and all who may afterward become associated with them in acquiring real estate, making improvements thereon, and removing incumbrances therefrom, by advancing its members, out of a fund accumulated by the payment of periodical installments or otherwise, a sum equal to the par value of their shares, and for the further purpose of accumulating the savings of its members, to be returned to such of its members who do not obtain advances for any of the purposes above mentioned, when the savings and the profits arising therefrom shall amount to a certain sum per share, to be specified in the articles of agreement, shall become a corporation on complying with the provisions of this act, and shall remain a corporation, with all its powers and privileges, and subject to all the duties, limitations and restrictions conferred by general laws upon corporations, except as liereinafter otherwise provided. [Id., $ 1392.]

What Articles of Agreement shall Set Forth.- Sec. 156. Said articles of agreement mentioned in the foregoing section shall set forth: 1st. The name of the proposed corporation, which shall not be the name of any corporation already incorporated in this state for similar purposes and actually carrying on business, nor so nearly the same as to be liable to be mistaken therefor. The words "building and loan association " shall form part of the name of every corporation under this act. 2d. The name of the city or town in which such association is to be located. 3d. The limit of the capital to be accumulated,

the number of shares into which it is divided and the par value of each share, the number of shares subscribed for, which shall not be less than thirty in number, and that the first month's dues shall have been paid thereon. 4th. The names and places of residence of the several incorporators, and the number of shares subscribed by each. 5th. The number of directors, and the names of those agreed upon for the first year. 6th. The number of years the corporation is to continue, which in no case shall exceed fifty years. 7th. The purposes for which the corporation is formed. The articles of agreement shall be signed and acknowledged, as required by law in the case of deeds conveying real estate, by any ten of the parties thereto, and shall be recorded in the office of the register of deeds in the county or city in which the corporation is to be located; and a copy thereof, certified by the said register to be a correct copy of the same as filed in his office, shall be filed in the office of the secretary of state. [Id., $ 1393.]

Adoption of By-Laws.- Sec. 157. The shareholders of such corporation may make and adopt all necessary by-laws, rules and regulations for the government of the affairs and business of the corporation: Prorided, That the same shall not be inconsistent with the constitution or laws of the state. A copy of such by-laws, rules and regulations shall be filed in the office of the bank commissioner. Unless corporations organized hereunder shall engage in business as provided in this act within two years after the date of the issuing of the certificate of incorporation, such certificate shall be deemed revoked. [Id., $ 1394.]

Election and Qualification of Officers and Directors.Sec. 158. The number, title and functions of the officers of any corporation created by virtue of this or any previous act, their terms of office, the time of their election, as well as the qualification of electors, and the time of each periodical meeting of the officers and shareholders of such corporation, shall be pro

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vided for in the by-laws. No person shall be eligible to become or shall continue a director unless he shall be the owner of at least two shares of the capital stock of such corporation, and not uelinquent in any manner upon any payments due from him to said corporation. Any proxy dated prior to six months before the annual meeting of any association as provided in its by-laws shall be void. All officers of any building, loan and savings association doing business in this state, whether created under this act or any previous laws of this state, who have the custody or handling of, sign or indorse checks, or any of the funds or securities of such association, shall give such security for the faithful performance of their duties as the by-laws may require, and no such officer shall be deemed qualified to enter upon the duties of his office until such security is approved by the board of directors and the district court in the county in which the main office of the association is located. All such bonds shall be filed with the bank commissioner or some depository desigrated by him: Provided, That the bank commissioner may require of any officer at any time such additional security, or such increase of said bond, or new bond, as he may, upon sufficient cause shown, deem necessary for the protection of the corporation and its members. The penalty for the failure of any association to file and maintain security furnished by its officers, as required by provisions of this section, shall be a fine of ten dollars for each day such association shall transact business after the time such bond should have been given and deposited under the provisions of this act, which penalty, when collected, shall be paid into the county treasury for the benefit of the public-school fund. [Id., § 1395.]

Corporations not to Expire from Neglect.-- Sec. 159. No corporation created under this act shall cease or expire from neglect on the part of such corporation to elect officers at the time mentioned in the charter or by-laws; and all officers lected by such corporation shall hold their respective offices

until their successors are duly elected and qualified. [Id., $ 1396.)

Powers.- SEC. 160. The object of such corporations shall be the accumulation of a capital in money, to be derived from the payments by its members in periodical installments or otherwise, at such time and in such manner as shall be provided in the by-laws, and from the profits and accumulations arising from the investment of such payments. The capital so accumulated by any corporation created by virtue thereof shall not exceed in the aggregate and full ultimate value the sum of ten million dollars, and shall be divided into shares of equal value; the ultimate value of such shares shall not exceed one thousand dollars. Said capital may be issued in full-paid, prepaid, deposit or installment shares, in such amounts and at such times and in such manner as may be provided in the by-laws. Any such corporation may issue permanent or guarantee stock, for which the full par value shall be paid at the time of issue or in installments of five dollars per share, at the option of the purchaser, and upon which permanent stock a full dividend or a definite dividend may be paid, which dividend shall in no case exceed the per cent. of profit acquired by all other classes or series of stock at the time such dividend is declared. The balance of profits (if any) and the principal paid on said stock

all not be paid to the holders of the same until all lawful claims of every other class of stock in its series, as expressed in the certificates of such other classes, and all other liabilities of such corporation, shall have been fully liquidated and paid. Payments of dues or installments on shares shall commence and date from the time provided in the by-laws. There shall be issued to every shareholder a certificate signed by the president and secretary of the corporation, and evidenced by its corporate seal, setting forth distinctly and clearly the class of stock for which he has subscribed, and the provisions in the by-laws relating to stock of the class, the interest which it may draw,

and the withdrawal value which it may have at any time, and also the time when the said stock shall be withdrawable, and shall provide that a non-borrowing stockholder, on withdrawing after the end of the first year after becoming a stockholder, shall receive not less than ninety per cent. of the amount of the money he has paid to the association, less his proportionate share of the net losses of the association during the time he was stockholder. Such certificate shall be deemed in all courts of justice to be a contract between the corporation and the shareholder, and shall determine at all times the liability of the corporation to the holders of its shares. It shall be subject to a lien in favor of the corporation for the payment of unpaid installments, fines and other charges incurred thereon under the provisions of the charter and by-laws. The by-laws may pre scribe the form and manner of enforcing such lien. New shares may be issued in lieu of any shares withdrawn, redeemed, canceled, or forfeited. Said capital, as accumulated, shall from time to time be loaned or advanced to members of the corpora tion, who shall give security for the prompt and continued payment of all dues, interest, premium, and fines, until each of the shares so advanced upon shall reach the ultimate and full value thereof. [Id., § 1397.]

Loans or Advances, how Made.--Sec. 161. The moneys accumulated from payments on account of stock, interest, premiums and fines as aforesaid, or from any other source whatsoever, after due allowance made for all necessary and proper expenses, and subject to the provisions hereinafter in section 15 centained and set forth respecting the withdrawal and cancellation of shares, may, at times provided in the by-laws, be offered to such shareholder or shareholders who shall bid the highest premium for the preference or priority of right to have a loan or advance of a sum equal to the ultimate value of one or more of his or their respective shares; and such shareholders so bidding the highest premium as aforesaid shall be entitled to re

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