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by such corporation not less than the rate of two per cent per annum until the moneys so received shall be duly expended or distributed. If such interest moneys, or any part thereof, shall not annuually be expended or distributed pursuant to the terms or provisions of the trust under which such moneys are held, the amount thereof not so expended or distributed shall be accumulated by such corporation for the benefit of the parties interested in such trust fund, and shall be added to the principal to constitute a new principal, upon which interest shall thereafter be computed.
R. S., 1601, L. 1887, ch. 546, §§ 24, 25.
§ 161. Directors.-The affairs of every such corporation shall be managed, and its corporate powers exercised by a board of directors of such number, not less than thirteen nor more than twenty-four, as shall, from time to time, be prescribed in its bylaws. No person can be director who is not the holder of at least ten shares of the capital stock of the corporation. The persons named in the organization certificate or such of them, respectively, as shall become holders of at least ten shares of such stock, shall constitute the first board of directors, and may add to their number not exceeding the limit of twenty-four, and shall severally continue in office until others are elected to fill their respective places. Within six months from the time when such corporation shall commence business, the first board of directors shall classify themselves by lot, into three classes, as nearly equal as may be. The term of office of the first class shall expire on the third Wednesday of January next following such classification; the term of office of the second class shall expire one year thereafter; and the term of office of the third class shall expire two years thereafter. At or before the expiration of the term of the first class, and annually thereafter, a number of directors shall be elected equal to the number of directors whose term will then expire, who shall hold their offices for three years, or until their successors are elected. Such election shall be held at the office of the corporation, and at such time and upon such public notice, not less than ten days, by advertisement in at least one newspaper approved by the superintendent of banks, published in the city where such corporation is located, as shall be prescribed in the by-laws. In case of failure to elect any director on the day named, the directors whose terms of office do not that year expire, may proceed to elect a number of directors equal to the number in the class whose term that year expires, or such number as may have failed of re-election. The persons so elected, together with the directors whose terms of office shall not that year expire, shall constitute the board of directors until another election shall be held according to law. Vacancies occurring in the intervals of election shall be filled by the board. Each director when appointed or elected shall take an oath that he will, so far as the duty involves on him, diligently and honestly administer the affairs of such corporation, and will not knowingly violate, or willingly permit to be violated any of the provisions
of law applicable to such corporation, and that he is the owner in good faith and in his own right, of the number of shares of stock required by this section, subscribed by him or standing in his name on the books of the corporation, and that the same is not hypothecated nor in any way pledged as security for any loan or debt. Such oath shall be subscribed by the director making it, and certified by the officer before whom it is taken, and shall be immediately transmitted to the superintendent of banks, and filed and preserved in his office. Am'd by ch. 452 of 1896. Took effect May 9, 1896.
R. S., 1598, L. 1887, ch. 546, § 14. 1599, L. 1887, ch. 546, § 15.
§ 162. Liability of stockholders and directors.-If default shall be made in the payment of any debt or liability contracted by any such corporation, the stockholders thereof shall be individually responsible, equally and ratably, for the then existing debts of the corporation, but no stockholder shall be liable for the debts of the corporation to an amount exceeding the par value of the respective shares of stock by him held in such corporation, at the time of such default.
For all losses of money which the capital stock shall not be sufficient to satisfy, the directors shall be responsible in the same manner and to the same extent that directors are now responsible in law or equity.
R. S., 1602, L. 1887, ch. 546, §§ 29, 30.
L. 1889, ch. 558.
§ 163. Powers of specially chartered trust companies.-Every trust company incorporated by a special law shall possess the powers of trust companies incorporated under this chapter and shall be subject to such provisions of this chapter as are not inconsistent with the special laws relating to such specially chartered company.
CO-OPERATIVE SAVINGS AND LOAN ASSOCIATIONS.
SECTION 170. Incorporation.
171. Object and purpose.
172. Mode of incorporation.
173. Officers and by-laws.
174. Capital stock.
175. Dues, fines and entrance fees.
176. Withdrawal of shares.
177. Payment of matured shares.
178. Borrowing by members.
179. Security; rights of borrower.
SECTION 182. Purchase of real property.
184. Profits and losses.
186. Attorney at law.
187. Qualification of members.
191. Statement of financial condition.
192. Laws repealed.
193. Reincorporation of existing associations.
1958. Investments of deposits and income.
This title was substituted for titles V and VI, by chap. 705 of 1894, which took effect May 15, 1894.
§ 170. Incorporation.-Any fifteen or more persons of full age and residents of the state of New York, may form an association as provided in this act. All associations formed under the provisions hereof shall be known as co-operative savings and loan associations; and the name of every association so formed shall contain as a part thereof the words "co-operative savings and loan association."
§ 171. Object and purpose.-The object and purpose of such associations shall be to encourage industry, frugality, home-building and savings among 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.
§ 172. Mode of incorporation.-Said association shall become incorporated by the said fifteen or more persons making, signing and acknowledging, in the manner and form prescribed for the acknowl edgment of deeds in this state, a certificate, wherein shall be stated the name of said association; that the association is formed under and for the purpose prescribed in this act; the town, village or city where the association is located within this state. When made as aforesaid, said certificate shall be filed and recorded in the office of the superintendent of banks, and upon said certificate being so filed and recorded, the superintendent of banks shall upon the payment of a fee of one doilar therefor, issue a certificate, in proper and suitable form, declaring the facts contained in said original certificate, and the filing and recording thereof in his office, and which latter
certificate shall thereupon be recorded in the county clerk's office of the county where said association is located; and upon the same being so recorded, the persons named in the certificate first above mentioned, their associates and successors shall become a corporate body with power to adopt by-laws relating to the manner of conducting their business not inconsistent with the provisions of this act. A copy of which by-laws and all subsequent amendments thereof shall be filed with the superintendent of banks within thirty days of their adoption.
$173. Officers and by-laws.-The officers of the association shall consist of a board of directors of not less than thirteen members, including therein a president, vice-president, secretary and treasurer. Said last named officers shall be elected annually by the shareholders or by and from the board of directors, and the other members of the board, or not less than one-third thereof, shall be elected annually, as the by-laws shall determine. Other officers may be authorized by the by-laws, subject to the restrictions hereinafter contained. The duties and compensation of the officers, their terms of office, the time of their election, the manner of filling vacancies, the time of the periodical meetings of the officers and shareholders, the manner of calling special meetings and the manner of voting, shall be determined by the by-laws, except that the board of directors shall fix each year the compensation of the secretary and treasurer, unless otherwise determined by the by-laws; and provided, further, that no officer, agent or other person shall receive compensation by salary, fees, expenses or otherwise for soliciting the sale of shares of the association to any person or persons. All officers named in this act shall hold office until their successors are duly elected and assume the duties of their offices. No association shall expire from neglect to elect officers at the time prescribed in its by-laws.
§ 174. Capital stock.-The capital of said association shall consist of the accumulated savings of its members which it holds, and shall be divided into shares of a matured value of not less than fifty dollars nor more than two hundred and fifty dollars, as shall be fixed by the by-laws. The shares shall be issued in series, or at any time, as the by-laws shall determine. No shares of a prior series shall be issued after the issuing of shares in a new series when issued upon the serial plan, except additional shares to a borrowing member to complete a loan. Shares which have not been pledged as a security for the payment of a loan shall be called "free shares." Shares that
have been so pledged shall be called "pledged shares." Each asso. ciation shall determine by its by-laws the number of shares that may be held by one person.
§ 175. Dues, fines and entrance fees.-Regular payments made to the association upon shares shall be called "dues." At or before! each stated meeting of the board of directors, or at any stated meeting for receiving dues, each shareholder shall pay to the board, or a committee thereof, or some officer of the association, as designated by the by-laws, upon each share held by him, such amount of dues as the by-laws require until the share of stock reaches its matured value, or is withdrawn, canceled or forfeited. Payment of dues on shares in each series shall commence from the time that shares began to be issued in such series, when issued upon the serial plan, and, when not issued in series, from the date of issuing. The association shall have the power to impose and collect a fine from each shareholder for every neglect or refusal to make his payment of dues, interest or premiums when due, in such sums and in such manner as its by-laws determine. The association shall also have power to charge an entrance fee upon each share issued, not exceeding twenty-five cents on each share, or, in lieu thereof, a membership fee not exceeding one dollar. Payments of dues, interest or premium may be made in advance, but no association shall allow interest on such advance payments at a greater rate than six per centum per annum, nor for a longer period than one year.
§ 176. Withdrawal of shares.-The accumulations upon free shares may be withdrawn, and the shares canceled, after one month's written notice of such intention, filed with the secretary at or before a stated meeting of the board, but the directors may waive such one month's notice. If filed before such meeting the one month's notice shall not be deemed to have commenced until the first regular meeting after the filing. The withdrawing shareholder shall be paid the amount of the withdrawal value of his accumulations, as determined under the by-laws, at the last distribution of profits before the notice of withdrawal, together with all dues paid since such distribution, and with or without such interest on the value of the shares at the time of the last distribution, and on the dues thereafter paid, as the by-laws shall determine, less any fines unpaid and a proportionate share of any unadjusted loss; provided, that at no time shall more than one-half the receipts of the association, and when the association