equal to at least fifty per centum of the book valuation of all real estate owned by the association. This section applies to every association or corporation organized under the provisions of this article and under chapter one hundred and twenty-two of the laws of eighteen hundred and fifty-one, chapter five hundred and fiftysix of the laws of eighteen hundred and eighty-seven, chapter six hundred and eighty-nine of the laws of eighteen hundred and ninety-two and the acts amendatory of each and every of said laws.

$ 225. 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.

§ 226. Attorney; auditors; amendments to bylaws; right to vote. 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.

§ 227. Eligibility to membership; exemption from execution; from taxation. 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 pur pose 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, nor shall any law passed hereafter, taxing corporations in any form, be deemed to include associations formed under this article, unless they are specifically named in such law.

§ 228. Annual reports to banking department. Every association organized under the provisions of this article 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 eighty-nine 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 desig nate. Any wilful and false swearing in making and verifying any such report shall be deemed perjury.

If any

§ 229. Forfeiture for failure to report. such association shall fail to furnish to the superintendent of banks any report required by this article 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 into the treasury of the state and applied to the expense of the said department, or he may 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 article or under the provisions of the acts enumerated in section two hundred and thirty-two of this chapter.

§ 230. Visitation by superintendent of banks. All associations organized under the provisions of this article or under the acts specified in section two hundred and twentyeight 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 or cause to be examined 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 of said superintendent the annual or any other report made to said department as required in this article 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 article; all expenses incurred in making such examination or investigation herein authorized shall be paid from the funds provided by section two hundred and thirty-five of this chapter, 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 its articles of association or in violation of law or in an irregu lar or unsafe manner as hereinbefore provided; but no charge shall be made therefor when the examination is made by said superintendent personally or by one of the salaried employees 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 the place of examination and the actual necessary expenses incurred.

§ 231. Annual statement to stockholders. Each association shall at least annually publish and deliver to each shareholder on application a complete and detailed statement of its financial situation and the business conducted since the issuing of its last prior statement.

§ 232. Provisions applicable to associations formed under certain acts. Chapter one hundred and twenty-two of

the laws of eighteen hundred and fifty-one, chapter five hundred and sixty-four of the laws of eighteen hundred and seventy-five, chapter ninety-six of the laws of eighteen hundred and seventyeight, 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 ninety-two, are hereby repealed, except as to associations organized prior to May fifteenth, eighteen hundred and ninety-four, under either of said acts, but such association shall be subject to the provisions of sections two hundred and twenty-two, two hundred and twentyeight, two hundred and twenty-nine, two hundred and thirty, and two hundred and thirty-five of this chapter and to such provisions of sections two hundred and sixteen and two hundred and nineteen as are expressly made applicable to them.

No change, altera

§ 233. Amendments to articles. tion or amendment shall be made in or to the articles of association, certificate of incorporation or by-laws of any corporation incorporated under the provisions of this article or of the acts enumerated in the preceding section unless such change, alteration or amendment shall have first been submitted to the superintendent of banks and shall have received his written approval, which may be given or withheld in his discretion, and shall also have been duly adopted at a meeting of stockholders, of which meeting thirty days' notice by mail shall be given to each shareholder of record. Such notice shall contain a true copy of the proposed change, alteration or amendment. Any corporation deeming itself aggrieved by the refusal of the superintendent of banks to give such written approval may apply to any justice of the supreme court, upon notice to the superintendent of banks, for a review of such decision. Such justice shall upon such application being made review the decision of the said superintendent upon such evidence as may be presented to such justice, who may set aside the action of the said superintendent and approve such change, alteration or amendment. And such approval by said justice shall permit such corporation to make such change, alteration or amendment as approved.

§ 234. Reincorporation. 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, or articles five and six of chapter six hundred and eightynine of the laws of eighteen hundred and ninety-two, may become

entitled to the benefits of this article and reincorporate under its provisions in the following manner:

1. 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 article. 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.

2. 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.

3. If the shareholders decide not to reincorporate, another meeting for such purpose shall not be called until one year has passed.

4. 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 article.

5. 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 section two hundred and twelve of this chapter.

6. Upon the said fifteen or more persons complying with the provisions of said section two hundred and twelve and filing said by-laws with the superintendent of banks, the association shall become fully incorporated under this article.

All obligations in favor of the old association at the time of such change shall belong to the new association and be enforceable 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.

§ 235. Assessment of associations for benefit of banking department. The superintendent of banks is hereby empowered to levy an assessment upon each association incorporated hereunder or under chapter one hundred and twentytwo of the laws of eighteen hundred and fifty-one and acts amendatory thereof, or chapter five hundred and fifty-six of the laws of