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§ 59. Change of place of business. Any stock corporation now existing or hereafter organized under the laws of this state, except monied corporations, may at any time change its principal office and place of business from the city, town or county named in its certificate of incorporation, or to which it may have been changed under the provisions of this section, to any other city, town or county in this state, in which it may desire to actually transact and carry on its regular business from day to day, provided, and such change has been authorized by a vote of the stockholders of said corporation at a special meeting of stockholders called for that purpose. When such change shall be authorized by the stockholders as herein provided, the president and secretary and a majority of the directors of such corporation shall sign a certificate stating the name of said corporation, the city, town and county where its principal office and place of business was originally located, and to which it may have been subsequently changed, and the city, town and county to which it is desired to change its principal office and place of business, and that it is the purpose of said corporation to actually transact and carry on its regular business from day to day at such place, and that such change has been authorized as herein provided, and the names of the directors of said corporation and their respective places of residence, which certificate shall be verified by the oaths of all the persons signing the same, and when so signed and verified, shall be filed in the office of the secretary of state and a duplicate thereof in the office of the clerk of the county from which said principal office and place of business is about to be removed or changed, and another in the office of the clerk of the county to which said removal or change is to be made, and thereupon the principal office and place of business of such corporation shall be changed as stated in said certificate. (Added by chap. 929 of 1896.)

§ 60. Liabilities of officers, directors and stockholders of foreign corporations.- Except as otherwise provided in this chapter the officers, directors and stockholders of a foreign stock corporation transacting business in this state, except moneyed and railroad corporations, shall be liable under the provisions of this chapter, in the same manner and to the same extent as the officers, directors and stockholders of a domestic corporation, for:

1. The making of unauthorized dividends;

2. The creation of unauthorized and excessive indebtedness; 3. Unlawful loans to stockholders;

4. Making false certificates, reports or public notices;

5. An illegal transfer of the stock and property of such corporation, when it is insolvent or its insolvency is threatened;

6. The failure to file an annual report.

Such liabilities may be enforced in the courts of this state, in the same manner as similar liabilities imposed by law upon the officers, directors and stockholders of domestic corporations. (Added by chap. 394 of 1897, § 4.)

CHAPTER XXXVII

OF THE GENERAL LAWS.

[CHAP. 689 OF 1892.]

THE BANKING LAW.

ARTICLE I. General provisions (§§ 1-38).

II. Banks (§§ 40-92).

III. Savings banks (§§ 100-135).

IV. Trust companies (§§ 150-163).

V. Building and mutual loan corporations (§§ 170-195a).
VI. Incorporation of building and loan associations (§§ 196-196h)
VII. Mortgage, loan and investment corporations (§§ 197-205).
VIII. Safe deposit companies (S$ 210-216).

SECTION 1. Short title.

2. Definitions.

ARTICLE I.

GENERAL PROVISIONS.

3. The banking department; superintendent.

4. Official seal of superintendent of banks.

5. Deputy, clerks and examiners of the bank department.

6. Rooms and furniture.

7. Expenses, how defrayed.

8. Powers of superintendent.

9. Examination of securities deposited.

10. Unclaimed balances.

11. Examiners.

12. Examination and certificate as to payment of capital.

13. Affidavit to be made before commencing business.

14. Deposit of bonds or mortgages with superintendent.
15. Exchange of securities.

16. Publication of report of examiners.

17. Impairment of capital.

18. Proceedings against delinquent corporations.

19. Examination of order of court.

20 Reports.

21. Penalties for failure to report.

22. Publication of reports.

23. Annual report of superintendent.

24. Reports presumptive evidence.

25. Restrictions.

26. Calculation of profits.

General Provisions.

SECTION 27. Losses in excess of profits.

28. Publication of unclaimed dividends and deposits.

29. Change of location.

S$ 1-2

30. Approval and certificate of superintendent upon incorporation. 31. Permission and certificate of superintendent in case of foreign

corporation.

32. Appointment of superintendent as attorney for service of process. 33. Appointment of receiver.

34. Merger.

35. Submission of merger agreement to stockholders.

36. Rights of dissenting stockholders.

37. Effect of merger.

38. Rights of creditors of merged corporation.

SECTION 1. Short title.-This chapter shall be known as the banking law, and shall be applicable to all corporations and individuals specified in the next section.

§ 2. Definitions.-The term bank, when used in this chapter means any monied corporation authorized by law to issue bills, notes or other evidences of debt for circulation as money, or to receive deposits of money and commercial paper and to make loans thereon, and to discount bills, notes or other commercial paper, and to buy and sell gold and silver bullion or foreign coins or bills of exchange.

The term, individual banker, when so used, means a person who has complied with the requirements of law, and is authorized by the banking department to engage in the business of banking, and is subject to the supervision of the superintendent of banks and the banking law.

The term savings bank, when so used, means a corporation only authorized by the laws of this state to receive money on deposit and pay such rates of interest thereon, and to invest the same in such securities and obligations, as may be prescribed by law.

The term, trust company, when so used, means any domestic corporation formed for the purpose of taking, accepting and executing such trusts as may be lawfully committed to it and acting as trustee in the cases prescribed by law, and receiving deposits of moneys and other personal property, and issuing its obligations therefor, and of loaning money on real or personal securities.

The term, building and mutual loan corporations or associations, when so used, means a corporation formed for the purpose of accumulating a fund for the purchase of real property, the

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erection of buildings, or the making of other improvements on lands, or to pay off incumbrances thereon, or to aid its members in acquiring real property, making improvements thereon or removing incumbrances therefrom, or of accumulating a fund to be returned to its members in specified cases.

The term, co-operative loan association, when so used means a corporation formed for the purpose of encouraging industry, frugality, home-building and the saving of money by its members, the accumulation of savings, the loaning of such accumulations to its members, and the repayment to each member of his savings when they have accumulated to a certain sum, or at any time when he shall desire the same, or the association shall desire to repay the same.

The term, building and mutual loan corporations or associations, and, co-operative loan associations, shall include every corporation, company or association doing business in this state and having for a part of its title or name the words building association, building and loan association, savings and loan association, savings association or co-operative bank, and every corporation, company or association whose stock is wholly or in part payable by a cumulative fund in regular or periodical installments, or which is doing business in the form and of a character similar to that authorized by articles five and six of this chapter organized or incorporated in any state or country outside of this state.

The term, mortgage, loan or investment corporation, when so used, means any corporation other than an insurance corporation formed under the laws of this state or of any other state, and doing business in this state for the purpose of selling, offering for sale, or negotiating bonds or notes secured by deed of trust or mortgages on real property or choses in action, owned, issued, negotiated or guaranteed by it, or for the purpose of receiving any money or property, either from its own members or from other persons, and entering into any contract, engagement or undertaking with them for the withdrawal of such money or property at any time with any increase thereof, or for the payment to them or to any person of any sum of money at any time, either fixed or uncertain; and when applied to any foreign corporation doing business in this state shall include any association, co-partnership, joint-stock company, individuals or firms organized or existing under the laws of any other state or country, and engaged within this state in any such business.

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