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or mailed to every depositor, creditor or stockholder of such corporation, at the last known residence, postage full paid. Within six months after the filing of such certificate in the office of the bank commissioner, the corporation shall pay all sums due to depositors and creditors, whom they can discover and who claim the moneys due them, and, upon the expiration of six months after the filing of such certificate, it shall be the duty of the corporation to make a statement in duplicate from the books of said corporation, certified by its president and secretary, of the names of all depositors and creditors who have not claimed or have not received the balances to their credit or due them, respectively, and to file the same with the bank commissioner and state treasurer, and to pay to said state treasurer all such unclaimed deposits, moneys and credits for the use and benefit of such depositors and creditors. Whenever all the depositors and creditors have been paid in full, or the amounts due those who can not be found, or who have not claimed the same, have been deposited with the treasurer of this state, for their use and benefit, the board of directors shall divide the capital stock, guaranty and indemnity fund, and any other assets or the proceeds of the securities or real estate in which the same may have been invested, among the shareholders, ratably. The board of directors shall, thereupon, after having divided the remaining property among the shareholders, as herein before provided, file in the office of the bank commissioner a certificate surrendering the corporate franchise. (R. S. 1909, § 1173.)
11902. Corporations issuing bonds to make 11912. Books-papers-records-open for
Sec. 11898. Who may incorporate. Any five or more persons, who shall have associated themselves by articles of agreement, in writing, as provided by law, for the purposes included under section 11901 of this article, may be incorporated under any name or title designating such business. The articles of agreement shall set out:
First: The corporate name of the proposed corporation, which shall not be the name of any other corporation heretofore incorporated in this state for similar purposes, or an imitation of such name.
Second: The name of the city or town and county in which the corporation is to be located.
Third: The amount of the capital stock of the corporation authorized by the articles of agreement, the number of shares into which it is divided, the amount of capital stock actually subscribed in good faith at the time of the filing of such articles, which amount of capital stock actually subscribed shall be at least one-fourth of the capital stock authorized by the articles; and said articles shall further state that one-half of the capital stock so subscribed has been actually paid up in lawful money of the United States, and is in the custody of the persons named as the first board of directors.
Fourth: The names and places of residence of the several stockholders, and the number of shares subscribed by each.
The number of the board of directors and the names of those agreed upon for the first year.
Sixth: The number of years the corporation is to continue, which in no case shall exceed fifty years.
Seventh: The purposes for which the corporation is formed. (Laws 1911, p. 93.)
Sec. 11899. Articles of agreement to be signed by all parties to be recorded and filed, where. The articles of agreement shall be signed and acknowledged by all the parties thereto, and recorded in the office of the recorder of deeds of the county or city in which the corporation is to be located; and a certified copy of such recorded instrument shall be filed in the office of the bank commissioner. (Laws 1911, p. 94.)
Sec. 11900. Commissioner to issue certificate, when.Upon filing of the copy of its articles of agreement with the bank commissioner, and satisfactory proof being made to said bank commissioner that the requirements of sections 11898 and 11911 have been fully complied with, that the incorporation and other fees required by law have been fully paid and that the amount of paid-up capital stock, as set out in the articles of agreement, has been paid in cash, the bank commissioner shall thereupon is
sue his certificate, under his hand and seal of office, stating that such corporation has been duly organized, and the amount of its authorized and subscribed capital stock; and such certificate, or a certified copy thereof, shall be taken by all courts of this state as evidence of the corporate existence of such corporation. The persons so acknowledging such articles of agreement, and their associates and successors, shall, for the period named in said articles, not to exceed fifty years next succeeding the issuing of such certificate by the bank commissioner, be a body corporate; and by such name they and their successors shall be entitled to have, possess and enjoy all the rights and privileges conferred by law upon corporations, subject to the provisions of this article. (Laws 1911, p. 94.),
Sec. 11901. Corporations may be created for following purposes. Corporations may be created under this article for the following purposes:
First: To loan money upon, and to purchase notes secured by mortgages or deed of trust on, improved real estate situated in the state of Missouri. The term "improved real estate," as herein used, shall be construed as meaning real estate upon which there are tenantable buildings, or farm lands in a state of cultivation and improved with buildings suitable for farm use. Loans may be made on unimproved real estate, when the proceeds of the loan are so used, in whole or in part, in the improvement of such real estate, that it shall become "improved real estate,” as hereinabove defined; the proceeds of each such loan shall be so disbursed under the supervision of the corporation making such loan. The real estate loans which corporations organized under this article are authorized to make and purchase shall come within and be subject to the following further conditions and limitations:
(A) Every such loan shall be secured by a first mortgage or deed of trust, except when the corporation holds all prior liens upon the real estate securing the same.
(B) The amount loaned to any one person, or upon any one parcel of such real estate, shall not exceed an amount equal to three per centum of the paid up capital stock of the corporation making such loan, and shall in no event exceed the sum of fifteen thousand dollars.
(C) The principal of any such loan shall not exceed an amount equal to sixty per centum of the fair and reasonable value of the real estate securing the same: Provided, that when any such loan is made payable in equal installments of the principal, or combined principal and interest, and the period between such installments does not exceed one year, the corporation may loan an amount equal to seventy-five per centum of
such fair and reasonable value; but provided further, that such loan shall not exceed the amount, and percentage of the paid up capital stock, herein above limited.
Second: To loan money upon the pledge or hypothecation, as collateral security for such loans, of the following described evidences of debt or any of them:
(A) Bonds or interest-bearing notes or obligations of the United States, or those for which the faith of the United States is pledged for the payment of the principal and interest.
(B) Bonds of this state, bearing interest.
(C) Bonds of any state in the union that has not, within five years previous to making such loan, defaulted in the payment of any part of either principal or interest thereof.
(D) Bonds of any city, county, town, township, drainage district or school district of this state that has not defaulted in the payment of any part of either principal or interest thereof, within five years previous to making such loan; and provided such bonded debt does not exceed five per centum of the assessed value of the taxable property therein.
(E) First mortgage bonds of any steam or electric railway, electric light, gas, or telephone company, the income of which is sufficient to pay all operating expenses and fixed charges, and which is completed and operated, wholly or in part, in the state of Missouri, and which has paid the interest as it became due on its bonds for three years next preceding such loan.
(F) Bonds or notes secured by first mortgage or deed of trust on unincumbered real estate situated in the state of Missouri, worth at least twice the amount loaned by the corporation thereon; but provided, that, if such loan is on unimproved and unproductive real estate, the amount loaned thereon shall not exceed forty per centum of its actual value.
Third: To purchase, hold, sell and convey real estate, as follows:
(A) A parcel or lot whereon is erected or may be erected a building or buildings requisite for the convenient transaction of its business, and from portions of which, not required for its own use, a revenue may be derived, the cost not to exceed the sum of one hundred thousand dollars, except that in cities of over three hundred thousand inhabitants, such cost shall not exceed two hundred and fifty thousand dollars.
(B) Such real estate as may be purchased or taken by the corporation at foreclosure sales under mortgages or deeds of trust owned or held by such corporation, or in the enforcement of judgments or decrees rendered in its favor for debts due to it, or in settlements made to secure such debts; and all such real estate so purchased or taken, pursuant to this clause, shall be
sold by such corporation within five years after title thereto shall be vested in it, unless the bank commissioner shall extend the time within which such sales shall be made.
Fourth: To execute and issue notes and debentures payable at a future date, and to pledge as security therefor its mortgages and deeds of trust on real estate, and other securities, which notes and debentures may be issued to an amount not exceeding, in the aggregate, ten times the amount of the paid up capital stock of the corporation issuing the same, and in no case exceeding ninety per centum of the amount of the notes or bonds secured by first mortgages or deeds of trust pledged to secure their payment. The issuing of the notes and debentures hereby authorized shall be subject to the conditions and provisions of the following sections of this article. (Laws 1911, p. 94.)
Sec. 11902. Corporations issuing bonds to make certain deposits, when.-Any corporation organized under the provisions of this article, when and as it may desire to issue notes or debentures, shall first transfer to and deposit with the bank commissioner of this state notes or bonds secured by first mortgage or deed of trust on unincumbered improved real estate in the state of Missouri, of the kind and character described in section 11901 of this article, each bearing interest at a rate not less than the rate of interest of the notes or debentures so to be issued, in such amount that the aggregate amount of the notes or debentures so to be issued shall not exceed ninety per centum of the aggregate principal amount of the loans evidenced by the notes or bonds so transferred and deposited. The mortgage or deed of trust, securing each such loan which may be made payable in equal installments of the principal, or combined principal and interest, and evidenced by two or more notes or bonds, shall contain a provision that, in the distribution of the proceeds by foreclosure or otherwise, the same shall be applied as far as may be necessary to the payment in full of the unpaid principal and interest of the notes or bonds secured thereby and on deposit with the bank commissioner, before any part of said proceeds shall be applied to the payment of any other note, bond or advancement secured by said mortgage or deed of trust. Every such corporation, with each deposit, as herein above provided, shall furnish to the bank commissioner a satisfactory appraisement of each parcel of real estate conveyed by mortgage or deed of trust as security for the notes or bonds so deposited, which appraisement shall contain such detailed information as the bank commissioner may prescribe; and shall also furnish a satisfactory certificate or abstract of title showing that the mortgage or deed of trust is a valid and existing first lien upon the real estate conveyed thereby. (Laws 1911, p. 96.)