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182 Purchase of property held under mortgage, etc. Any association may purchase at any sale, public or ** judgment-lien or other incumbrance, or in which it may have an interest; and may sell, convey, lease or mortgage the same at pleasure to any person or persons; it may also hold and own real estate for the purpose of occupying the same with its own business office. Id., § 182, added L. 1894, c. 705.

[Note. Revised from L. 1887, c. 556, § 13. (See Birdseye's R. S., 1st ed., p. 664.) This section was originally part of § 189 of The Banking Law, and then made practically no change in the former law. The amendment of 1894 added the last clause beginning, it may also hold."]

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183 Borrowing money to pay withdrawals, etc.; loan of surplus to other associations. Any association organized in pursuance of the provisions of this act may borrow money for the purpose of making loans or paying withdrawals, not exceeding, however, two thousand dollars, so long as its accumulated capital shall not exceed twenty thousand dollars, and when its accumulated capital exceeds that sum, not exceeding ten per cent thereof. No money borrowed shall be for a longer term than one year. Any association having a surplus in its treasury for which there is no demand for loans, withdrawing stockholders, matured or paid-up stock, may loan the same to another association, organized under the provisions of this act, subject to the provisions of this section, on the part of the borrowing association. No association shall borrow or make loans in this section authorized, except by a majority vote of all the members of its board of directors, the vote to be recorded by ayes and nays in its regular minutes. Id., § 183, added L. 1894, c. 705.

[Note. Revised from L. 1887, c. 556, § 14. (See Birdseye's R. S., 1st ed., p. 664.) This section was originally part of § 189 of The Banking Law. By the amendment of 1894 the provisions of the first sentence were somewhat changed, and the vote, in the last sentence, was reduced from a two-thirds to a majority vote.]

184 Profits and losses. Profits and losses shall be ascertained at least annually, and shall be distributed to all shares outstanding at the time of such distribution, in the manner provided by the by-laws of the association. At each periodical distribution of profits, the board of directors may reserve and carry as undivided profits, in the nature of a contingent fund, any sum from the net profits that in their discretion seems wise. Id., § 184, added L. 1894, c. 705.

[Note. Revised from L. 1887, c. 556, § 15. (See Birdseye's R. S., 1st ed., p. 664.) This section was originally § 190 of The Banking Law, and then made practically no change in the former law. The amendment of 1894 seems to make some radical alterations.]

185 Transfer of shares. No transfers of shares shall be binding upon the association until the same have been made upon the books of the association; and the transferee thereof shall take the same charged with all the liabilities and conditions attaching thereto in the hands of the one transferring the same. The association may require a "transfer fee," not exceeding twenty-five cents per share, or in lieu thereof a total fee not exceeding one dollar on each transfer. Id., § 185, added L. 1894, c. 705.

[Note. Revised from L. 1887, c. 556, § 16. (See Birdseye's R. S., 1st ed., p. 665.) This section was originally part of § 191 of The Banking Law, and then made practically no change in the former law. The amendment of 1894 simply adds, in the last sentence, the words beginning or in lieu thereof."]

66

186 Attorney; auditors; amendment of by-laws. The board of directors shall have the power to appoint and remove, at pleasure, an attorney-at-law for the association. The by-laws of the association may provide for the election of auditors, and prescribe their duties and compensation, and shall provide in what manner the by-laws themselves may be amended. At the time of the adoption of by-laws on the formation of an association, only those members who have joined in the certificate of incorporation are entitled to vote, and each incorporator shall have only one vote. Id., § 186, added L. 1894, c. 705.

[Note.- Revised from L. 1887, c. 556, § 17. (See Birdseye's R. S., 1st ed., p. 665.) With the exception of the first sentence, this section is in large part new.]

So in the original.

187 Eligibility to membership; exemption of accumulations. Any person of full age and sound mind may become a member of the association by taking one or more shares therein and subscribing to the by-laws, and annexing to his signature his post-office address; and whenever he desires his post-office address changed he shall give written notice thereof to the secretary of the association; and for the purpose of giving any member notice, by mail, the last post-office address given by him shall be deemed the proper one. A minor may

hold shares in the name of a parent, guardian or next friend, as trustee for him, but the association shall not be responsible to said infant for any moneys received by said trustees on account of said shares from the association. All accumulations upon shares in said association held by any person shall be exempt from execution and proceedings supplementary thereto to the amount of six hundred dollars; and the association itself shall be deemed an institution for savings, and not taxable under any tax law which shall exempt savings banks or institutions for savings from taxation, and shall not be subject to the provisions of chapter one hundred and forty-three of the laws of eighteen hundred and eighty-six, nor shall any law passed hereafter, taxing corporations in any form, be deemed to include associations formed under this act, unless they are specifically named in such law. L. 1892, c. 689, § 187, added L. 1894, c. 705. [Note.- Revised from L. 1887, c. 556, § 18. (See Birdseye's R. S., 1st ed., p. 665.) This section was originally part of § 191 of The Banking Law, and then made practically no change in the former law. The amendment of 1894 added the words in the second sentence from and after the words "but the association," and that part of the last sentence beginning "and shall not be subject."

188 Reports to bank department; perjury. Every association organized under the provisions of this act or under the provisions of chapter one hundred and twenty-two of the laws of eighteen hundred and fifty-one and the acts amendatory thereof, or under chapter five hundred and fifty-six of the laws of eighteen hundred and eighty-seven, or under articles five and six of chapter six hundred and eightynine of the laws of eighteen hundred and ninety-two, shall, annually, on or before the thirtieth day of January, make a full report in writing of the affairs and condition of such corporation on the thirty-first day of December of the next preceding year to the superintendent of banks, in such form and by such officers of the corporation as the said superintendent may designate. Every payment made to an officer or agent of the association, by authority of the association or by virtue of any provision of its by-laws or articles of association, shall, for the purposes of this section, be deemed a payment to the association and accounted for by it. Such report shall be verified by the oath of the officers making the same, and shall include the receipts of such association from all sources, including membership or share fees, and all other compensation paid to officers or agents by members or persons expecting to become members. Such report shall also include all expenditures made by such association, and for what purpose expended. Every association shall make any further reports which said superintendent of banks shall require, and in such form and as to such matters relating to the condition and conducting of the business of the association, as such superintendent shall designate. Any willful and false swearing in making and verifying any such report shall be deemed perjury. Id., § 188, added L. 1894, c. 705. [Note. Revised from L. 1887, c. 556, § 19. (See Birdseye's R. S.. 1st ed., p. 665.) The provisions of this subject do not seem to have been contained in The Banking Law as originally enacted. The section does not materially differ from the act of 1887, except as to the particulars required in the report.]

189 Forfeiture for failure to report; penalty. If any such association shall fail to furnish to the superintendent of banks any report required by this act at the time so required, it shall forfeit the sum of ten dollars per day for every day such report shall be delayed or withheld; and the superintendent of banks may maintain an action in his name of office to recover such penalty and the same shall be paid in to the treasury of the state and applied to the expense of the said department, or report the facts to the attorney-general, who may bring an action for recovery in the name of the people of the state of New

York; provided, however, that the superintendent may, for good cause shown, extend the time within which such report is to be filed not exceeding twenty days. He shall also annually publish a full report of the condition of all associations formed under the provisions of this act, or under the provisions of any act repealed by this act. Id., § 189, added L. 1894, c. 705.

[Note.- Revised from L. 1887, c. 556, § 20. (See Birdseye's R. S., 1st ed., p. 665.) The provisions of this section do not seem to have been contained in The Banking Law as originally enacted. The first part of the section does not materially differ from the act of 1887, but all of the section, from and including the words "or report the facts," is new.

190 Visitation by superintendent of banks; expenses. All associations organized under the provisions of this act or under the act specified in section one hundred and eighty-eight of this article shall at all times be subject to visitation and examination by the superintendent of banks, his deputies or duly authorized agents; and he shall examine each of said associations at least once in each year. It shall also be the duty of said superintendent by himself, his deputies or duly authorized agents to make examination of the affairs of any of said associations whenever in the judgment or discretion of said superintendent the annual or any other report made to said department as required in this act shall in any manner indicate or reveal that its business is being conducted in a manner not authorized by its articles of association or by-laws or by the laws of the state of New York under which it is organized or in an irregular or unsafe manner, and when any association shall fail wholly to make the reports required by the provisions of this act, all expenses incurred in making such examination or investigation herein authorized shall be paid from the funds provided by section twenty-five of this act, except the annual examination herein provided for and also excepting examinations made by reason of the business being conducted in a manner not authorized by articles of association or in violation of law or in an irregular or unsafe manner as herein before provided; but no charge shall be made therefor when the examination is made by said superintendent personally or by one of the salaried employes of his department, except for traveling or other necessary expenses, but when made by some person duly appointed by said superintendent other than a salaried officer of his department, the amount charged shall not exceed the sum of ten dollars per day for the time actually expended in making the examination and reports of same and in getting to and from place of examination and the actual necessary expenses incurred. Id., § 190, added L. 1894, c. 705.

[Note. Revised from L. 1887, c. 556, § 21. (See Birdseye's R. S., 1st ed., p. 665.) The provisions of this section do not seem to have been contained in The Banking Law as originally enacted. The amendment of 1894 makes many radical changes in the provisions of the old law.]

191 Annual statement to stockholders. Each association shall at least annually publish and deliver to each shareholder on application a complete and detailed statement of the financial situation and the business conducted since the issuing of its last prior statement. Id., § 191, added L. 1894, c. 705.

New.

192 Repeal; associations excepted. Chapter one hundred and twenty-two of the laws of eighteen hundred and fifty-one, chapter five hundred and sixtyfour of the laws of eighteen hundred and seventy-five, chapter ninety-six of the laws of eighteen hundred and seventy-eight, and chapter five hundred and fifty-six of the laws of eighteen hundred and eighty-seven, and article six of chapter six hundred and eighty-nine of the laws of eighteen hundred and ninetytwo are hereby repealed, except as to associations now organized under either of said acts, but such associations shall be subject to the provisions of sections one hundred and eighty-eight, one hundred and eighty-nine, one hundred and ninety and one hundred and ninety-four of this article. Id., § 192, added L. 1894, c. 705.

New.

8 Misc. 319; 59 N. Y. St. R. 246.

193 Reincorporation of existing associations; proceedings therefor. Any association now existing and heretofore incorporated under the provisions of chapter one hundred and twenty-two of the laws of eighteen hundred and fifty-one, and of the acts amendatory thereof, or chapter five hundred and fifty-six of the laws of eighteen hundred and eighty-seven, and articles five and six of chapter six hundred and eighty-nine of the laws of eighteen hundred and ninetytwo, may become entitled to the benefits of this act and reincorporate under the provisions in the following manner: First. Upon a majority vote of all the directors so requesting the president and secretary of the association shall call a special meeting of the shareholders to consider and determine the question whether the association shall reincorporate under the provisions of this act. Such notice shall specify the object of such meeting and be mailed postage prepaid, not less than thirty days prior to the date fixed for the meeting, to every shareholder at his last post-office address known to the association. Second. At such meeting a majority vote of those in attendance shall decide all questions considered at the meeting, the vote being by member or by shares, according to the rule already existing in the association. The meeting may be adjourned from time to time if deemed advisable. Third. If the shareholders decide not to reincorporate, another meeting for such purpose shall not be called until one year has passed. Fourth. If the shareholders decide to reincorporate, they shall proceed to adopt by-laws for the association when reincorporated, the voting thereon to be the same as provided in the foregoing subdivision two, and such by-laws shall be in conformity with the provisions of this act. Fifth. The shareholders having decided to reincorporate, and having adopted by-laws, shall next designate the fifteen or more persons who may make and file the certificate, and have the certificate recorded as provided in the third section of this act. Sixth. Upon the said fifteen or more persons complying with the provisions of said section three, and filing said by-laws with the superintendent of banks, the association shall become fully incorporated under this act. All obligations in favor of the old association at the time of such change shall belong to the new association and be enforcable by it and in its name as fully and completely as the old association might have enforced them if no change had been made, and all demands, claims and rights of action against the old corporation may be enforced against the new corporation as fully and completely as though no change had been made. L. 1892, c. 689, § 193, added L. 1894, c. 705.

[Note. Revised from L. 1887, c. 556, § 22. (See Birdseye's R. S., 1st ed., p. 666.) The same question arises under this section as under § 4 of The Business Corporation Law, viz.: since the provision is permissive and not mandatory, what is the status of a corporation which does not avail itself of the permission given in this section, and reincorporate under this law? The act under which it was incorporated has been repealed. It is not compelled to reincorporate under this act. Query, by what law then is it governed?]

194 Assessment of associations for benefit of bank department. Superintendent of banks is hereby empowered to levy an assessment upon each association incorporated hereunder or under chapter one hundred and twenty-two of the laws of eighteen hundred and fifty-one and acts amendatory thereof, or chapter five hundred and fifty-six of the laws of eighteen hundred and eighty-seven and articles five and six of chapter six hundred and eighty-nine of the laws of eighteen hundred and ninety-two, for the purpose of defraying the necessary expenses of his department in the supervision of said associations, examination and publication of reports as follows, viz.: Said assessment shall be levied upon said associations in proportion to their assets as shown by the last preceding annual report, and said associations shall pay the same within ten days after notice is given by said superintendent; and in no event shall any portion of said expense be borne by the state. Id., § 194, added L. 1894, c. 705.

New.

195 Reference to laws of 1892, how construed. Wherever reference is made in any of the statutes of the state of New York to article five or six and to articles five and six of chapter six hundred and eighty-nine of the laws of eighteen hun

dred and ninety-two the said reference shall be construed to mean and refer to this article five substituted in place of said articles five and six. Id., § 195, added L. 1894, c. 705.

New.

[Note.- 2 of L. 1894, c. 705, repeals all inconsistent acts. Section 3 provides that act shall take effect immediately. Article VI is practically superseded by 195, ante.]

ARTICLE VII (entire article as am'd L. 1896, c. 452).
Mortgage, Loan and Investment Corporations; Supervision.
[Note. As originally enacted this article comprised only §§ 200-205.]

$197. Incorporation.

198. Deposit Required; Authorization Certificate.

199. General Powers.

200. License.

201. Verified Statement to be Furnished.

202. Issue of License.

203. Unlicensed Companies Prohibited.

204. Revocation of License.

205. Designation of Superintendent as Attorney.

197 Incorporation. Five or more persons may become a mortgage, loan or investment corporation by making, acknowledging and filing in the office of the clerk of the county where such corporation is to be established, and in the office of the superintendent of banks, a certificate in duplicate which shall state: I. The name by which such corporation is to be known.

II. The particular city, town or village where its operations are to be carried on. III. The amount of its capital stock, which shall in no case be less than one hundred thousand dollars.

IV. The name and places of residence of its stockholders, and the number of shares held by each.

V. The date at which said corporation shall commence and terminate.

VI. The number of directors, which shall not be less than five, and the names of the stockholders who shall be directors for the first year of its incorporation, accompanied with a declaration that each incorporator will accept the responsibilities and faithfully discharge the duties of a director therein, if elected to act

as such.

Every such certificate when filed shall be recorded by the county clerk in the books kept for the record of certificates of incorporation, and by the superintendent of banks in a book to be kept by him for that purpose. Such certificate may provide for the increase of capital stock and of the number of persons forming the corporation, and for such other changes not contrary to law, as may be thought proper. Id., § 197, added by L. 1896, c. 452.

198 Deposit required; authorization certificate. Upon it appearing satisfactorily to the superintendent of banks that the capital stock of said corporation has been paid in cash and upon his receiving a deposit to the amount of one thousand dollars to be held by him as a pledge of good faith and a guaranty of compliance with the banking law on the part of such corporation, to be in such securities and assigned in the same manner as specified in section fifty-seven of this chapter in reference to deposits to be made by banks and individual bankers, and that it had otherwise complied with law, he shall issue his authorization certificate as provided in section thirty of this chapter. Id., § 198, added by L. 1896, c. 452.

199 General powers. In addition to the powers conferred by the general and stock corporation laws, a corporation organized as provided in the two preceding sections shall have power to sell, offer for sale or negotiate bonds or notes secured by deed of trust or mortgages on real property situated in this state or outside of this state, or choses in action owned, issued, negotiated or guaranteed by it, or

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