withdrawal value of his stock in settlement or to have such value applied in part settlement of his loan if he be a borrower.

3406h. Voluntary liquidation. 8. Any Building and Loan association organized under the laws of this State, and doing business within this State, may, if its Board of Directors deem it advisable, go into liquidation; and for the purpose of so doing may at any regular or called meeting of the Board of Directors adopt a resolution declaring that such association intends to go into liquidation and discontinue business as a Building and Loan association. A copy of such resolution duly certified by the President and Secretary of such Association, under the seal thereof, shall be transmitted to the Auditor of State within ten days after the passage thereof, together with a fee of one dollar for the filing of the same in his office; and thereupon the Auditor of State shall issue his certificate reciting that such resolution has been filed in his office and that such association is in liquidation. After the filing of such notice it shall not be lawful for such association to issue stock, or to loan or advance its moneys to its members or to any other person or persons but all of the income and receipts of such association, in excess of the actual expense of managing the same, shall be applied to pay off the stock in such association upon which no loans have been made, the same to be paid. pro rata. The Board of Directors of such Association in liquidation may adopt such rules and make such orders as shall be just and equitable for the sale and disposition of all property held by such association, the assessment to meet losses, if any, and for the division of the profits of such association. Proceedings for the appointment of a receiver for an Association in liquidation shall not be entertained by any court except upon the written recommendation of the Auditor of State after he has investigated its affairs pursuant to the provisions of existing laws. [As amended 1899 S., p. 84. Approved February 22, 1899.

34061. Premiums. 9. It shall be competent and lawful for the borrower from such association to agree, in writing, upon a given rate of premium in addition to the interest to be paid upon each loan, without bidding. All contracts heretofore made between any borrower and any such association for the payment of any premiums, with or without any bidding are hereby legalized. No premiums heretofore contracted for without bidding or to be contracted for under this section shall be deemed usurious.

3406j. Foreign associations.

10. That where a foreign building and loan association doing business within this State has become insolvent, and its affairs are being wound up by a receiver, the failure of such association to have complied with the laws of the State representing its admission to do business therein, shall not affect the right of such receiver to bring any suit necessary to wind up the affairs of such association.

[1885 S., p. 81. By lapse of time, without Governor's signature, March 11, 1885.] 3407. How formed Record. 1. Any number of persons, not fewer than ten, after at least one hundred shares of stock have been subscribed for, may associate themselves together for the purpose of organizing building, loan fund, and savings associations, and for that purpose they shall make, sign, and acknowledge in duplicate before. some officer, capable of taking acknowledgments of deeds conveying real estate, a certificate of incorporation in writing, which shall state the corporation name adopted by the company, the object of its formation, the amount of its capital stock, the amount of capital stock already subscribed for, the number of its directors and their names, who shall manage the affairs of the company for the first year, and the name of the town or county in which its operations are to be carried on; and shall cause one of said certificates to be filed and recorded in the Recorder's office of the county where the business is to be carried on, and shall file the other of said certificates in the office of the Secretary of State.

3408. General powers-Managers. 2. When the certificate of incorporation shall have been filed as aforesaid, a certified copy thereof shall be evidence of the contents thereof; and the persons who shall have signed and acknowledged such certificate, and their successors, shall be a body politic and corporate, and in their corporate name may contract, sue, and be sued, and may hold and convey real estate and personal property as hereinafter provided. The business of the association shall be managed by a board of directors, who shall be stockholders of the association, and who shall be selected by the stockholders as the by-laws of the association may provide.

3409. Powers-Premiums not usurious. 3. The corporation shall have the power and franchise of loaning or advancing to the stockholders thereof, at interest not exceeding the legal contract rate at the time, the moneys of the association accumulated from time to time, and the power

and right to secure the repayment of such money and the performance of other conditions upon which the loans are made, by note or bond and mortgage, or upon note or bond secured by stock of the association or personal security, as well as the power and right to purchase real estate and improve the same, and to sell, convey, lease or mortgage the same, at its pleasure, to its stockholders or others for the benefit of the stockholders, or to loan the moneys of the association to others than its stockholders, at a rate of interest not exceeding the legal contract rate of interest, upon good and ample real estate or personal security, for the benefit of its stockholders, when there is no demand for loans on the part of the stockholders. The premiums taken by such association for the preference or priority in procuring loans made to stockholders shall not be deemed usurious, and in case of non payment of installments upon stock, or interest or premium by borrowing stockholders, for three months, payment of principal, premium and interest (without deducting the premium or interest paid) may be enforced by proceedings on their securities according to law.

3410. Capital stock-Stock subject to lien - Withdrawal of stockholder. 4. The capital stock of any corporation created 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, as the by-laws of the association may prescribe: Provided, That the capital stock may be issued in series; but the stock in any such series shall not at any time exceed in the aggregate one hundred thousand dollars; the installments in which the stock is to be paid, the times and place of payment shall be as the by-laws may provide; but no periodical payment of such installment shall be required exceeding fifty cents per week on each one hundred dollars of stock; the stock may be paid off and retired as the by-laws may provide. Every share of stock shall be subject to a lien for the payment of unpaid installments and other charges incurred thereon under the provisions of the constitution and bylaws; and the by-laws may prescribe the form and manner of enforcing In lieu of the shares withdrawn, forfeited, retired or expired, new stock may be issued in one or in successive series, and in such amounts as the board of directors conformably to the by-laws may determine; but at no time shall the outstanding stock in any series exceed one hundred thousand dollars, nor of the association exceed one million dollars, or its capital as fixed by the certificate of incorporation. Any stockholder wishing to withdraw from such corporation may do so upon three months' notice given to the board of directors, when such withdrawing stockholder shall be entitled to receive the amount paid in upon the stock to be withdrawn, less all fines and other charges thereon: Provided, That when the withdrawal occurs after the expiration of one year from the beginning of the series in which the stock to be withdrawn was issued, he shall receive in addition to the amount paid in, less fines and other charges as aforesaid, at least legal interest on each installment paid from the date at which the same was payable: Provided, That at no time shall more than one-half of the funds in the treasury be applicable to demands of withdrawing stockholders, unless the board of directors in its discretion shall order otherwise, and the board may, in its discretion, waive the notice herein before required as to any withdrawal; no stock shall be withdrawn which is at the time held in pledge for security. The legal representatives

of any deceased shall be entitled to receive the full amount paid in by his decedent with legal interest thereon from the dates at which the same was payable, after deducting all fines and charges thereon. No fine shall be charged to a deceased member's account for any default occurring after his death, unless the legal representatives of the decedent shall have assumed the future payments on the stock.

3411. By-laws. 5. The number, function, qualifications and compensation of the officers of any such corporation, their terms of office, the times of their election, as well as the qualifications of the electors, and the votes and manner of voting, and the periodical meetings of such corporation, shall be determined by the by-laws of such association when not provided by this act.

3412. Directors' meetings-Loans-Security. 6. The directors shall hold stated meetings, at which the money in the treasury, if over the amount fixed in the constitution or by the by-laws as the full value of a share, shall be offered for loan in open meeting. The by-laws of the association shall prescribe the manner of awarding loans to its members, the time or times when the premium, if any, shall be paid, the rate of interest to be charged, not exceeding the then legal contract rate, and the time when the interest shall be paid, whether monthly or quarterly in advance or semi-annually in advance or at the end of the period as the by-laws may prescribe; or such association may provide in its by-laws that the loans shall be made to the members of the association who shall bid the highest premiums for the preference or priority in procuring loans (the premium to be payable at one time or installments), which member so bidding shall be entitled to receive a loan of not more than the amount fixed by the constitution and by-laws as the full value of a share for each share of stock held by him and then and there bid off. The premium shall be bid as of so much per share: Provided, That a stockholder may borrow such fractional part of the amount fixed by the constitution and by-laws as the full value of a share as the by-laws may provide. Good and ample real estate or personal security, as prescribed by the by-laws of the corporation, shall be given by the borrower, or in his behalf, to secure the repayment of the loan with interest, and also for the payment of the dues, unpaid premiums, if any, fines and charges, that may be assessed upon the stock upon which the loan is made. In case the borrower shall neglect to offer security, or shall offer security that is not approved by the board of directors, by such time as the by-laws shall prescribe, he or she shall be charged with legal interest, as prescribed in the by-laws, together with any expense incurred, and the loss, if any, on a resale, and the money may be resold at the next stated meeting. In case of non payment of installments or interest, or unpaid premium, if any, by borrowing stockholders for the space of three months, payments of principal, interest, unpaid premiums, if any, and fines, without deducting premiums of interest paid, may be enforced by proceedings on their securities according to law. [As amended, 1893 S., p. 334In force May 18, 1893.

3413. Arrears for dues-Fines and assessments. 7. A borrower who is not in arrears for dues, interest, premiums, fines or assessments,

may repay his loan at any time, and may, at the same time, withdraw from the association, and for that purpose he shall pay to the association, or to the officer authorized to receive the same, the full face amount of the principal of his loan, less the amount by him paid to said association as dues on his stock, with interest on such payments from the time they were made, at not less than the same rate per cent. per annum that he has paid to the association as interest upon his loan, and less so much of the premium or discount paid by him on his loan for the priority thereof as shall bear the same proportion to the whole premium by him paid, which the unexpired time for which the loan was made bears to the whole time for which the loan was made; and on such payment being made, the stock held by such person upon which his loan was made, shall be surrendered to the association and shall be canceled; and thereupon the proper officer of such association shall immediately deliver to such borrower his note, or bond and mortgage, or other evidence of such loan, and shall also enter of record a full satisfaction of such mortgage, which entry shall be a complete extinguishment of such mortgage and the debt thereby secured.

3414. Usury not predicable. 8. No premiums, fines or interest on such premiums that may accrue to said corporation, in addition to interest on any loan made by it, according to the provisions of this act, shall be deemed usurious, and the same may be collected as debts of like amount are now, by law, collected in this State.

3415. Officers in office until successors elected. 9. No corporation or association created under this act shall cease or expire from neglect on the part of the corporation to elect directors or officers at the time mentioned in its by-laws, and all directors and officers elected by such corporation shall continue in office until their successors are duly elected.

3416. Purchase of real estate. 10. Any corporation organized under this act, and those incorporated prior thereto, are hereby authorized and empowered to purchase, at any Sheriff's or other judicial sale, or at any other sale, public or private, any real estate upon which such corporation may have or hold any mortgage, judgment, lien or other incumbrance, or in which such corporation may have an interest; and the real estate so purchased, and any other that such corporation may hold or be entitled to at the passage of this act, it may sell, convey, lease or mortgage at pleasure to any person or persons whatever; and all sale of real estate heretofore made by any such corporation to any person or persons are hereby confirmed and made valid.

3417. Limitation, as to realty held. II. All such corporations shall have full power to purchase real estate and to sell and convey the same, or any part thereof, to their stockholders or others in full fee simple,